Nokia - Company Announcement

Final results of Nokia's successful public exchange offer for Alcatel-Lucent securities announced: Nokia to hold nearly 80% of outstanding Alcatel-Lucent shares

Nokia Corporation
Stock Exchange Release
January 5, 2016 at 09:25 (CET +1)

Final results of Nokia's successful public exchange offer for Alcatel-Lucent
securities: Nokia to hold nearly 80% of outstanding Alcatel-Lucent shares

Espoo, Finland - The French stock market authority, Autorité des Marchés
Financiers (the "AMF"), today published the final results of the initial offer
period of Nokia's public exchange offer for Alcatel-Lucent securities in France
and in the United States (the "Offer").

2,052,812,101 outstanding Alcatel-Lucent ordinary shares, 264,183,778 American
depositary shares, 206,784,349 OCEANE 2018 convertible bonds, 37,880,652 OCEANE
2019 convertible bonds, and 16,138,206 OCEANE 2020 convertible bonds have been
tendered into the French and/or U.S. offers. As a consequence, Nokia should
hold, following the settlement of the offer, 76.31% of the share capital and at
least 76.01% of the voting rights of Alcatel Lucent, 89.14% of the OCEANEs 2018
outstanding, 24.34% of the OCEANEs 2019 outstanding, and 15.11% of the OCEANEs
2020 outstanding. This equates to Nokia holding 70.52% of the share capital on a
fully diluted basis.

As announced on January 4, 2016, the minimum tender condition set at more than
50% of Alcatel-Lucent's fully diluted share capital has been met and the Offer
is successful.

Assuming conversion of the OCEANEs tendered into the Offer at the improved
conversion ratio, Nokia would hold, following settlement of the Offer, 79.32% of
the share capital and at least 78.97% of the voting rights of Alcatel-Lucent, as
mentioned in the AMF's notice published today.

Nokia will accept today all the Alcatel-Lucent shares, OCEANE convertible bonds
and ADSs validly tendered into the Offer. The newly issued Nokia shares will be
delivered to the tendering Alcatel-Lucent securities holders and start trading
on Nasdaq Helsinki, Euronext Paris and, for the Nokia ADSs, on the New York
Stock Exchange on January 8, 2016. The first day as an operationally combined
group will be January 14, 2016.

In accordance with Article 232-4 of the AMF General Regulation, the offers in
France and in the U.S. will be reopened at the same exchange ratios within 10
French trading days. The AMF will publish the timetable of the reopened Offer.
Nokia believes it is in the best interests of Alcatel-Lucent shareholders to
tender their remaining securities, and invites the remaining Alcatel-Lucent
securities holders to tender their shares, ADSs or OCEANE convertible bonds into
the reopened Offer.

If Nokia reaches 95% ownership of the share capital and voting rights of
Alcatel-Lucent, it intends to squeeze out the remaining shares. In addition, if
Nokia reaches 95% ownership of Alcatel-Lucent's fully diluted shares, it intends
to squeeze-out the remaining OCEANE convertible bonds.

In addition, Nokia reserves the right, subject to applicable law to cause
Alcatel Lucent to redeem at par value, plus, as applicable, accrued interest
from the date the interest was last paid, to the date set for the early
redemption all of the outstanding OCEANEs 2018, OCEANEs 2019 or OCEANEs 2020, if
less than 15% of the issued OCEANEs of any such series remain outstanding.

About Nokia
By focusing on the human possibilities of technology, Nokia embraces the
connected world to help people thrive. Our businesses are leaders in their
respective fields: Nokia Networks provides broadband infrastructure, software
and services; and Nokia Technologies provides advanced technology development
and licensing. www.nokia.com

ENQUIRIES

Media Enquiries:
Nokia Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com

Investor Enquiries:
Nokia Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com


Microsite details
Further information on the transaction can be found at: www.newconnectivity.com

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FORWARD-LOOKING STATEMENTS

This stock exchange release contains forward-looking statements that reflect
Nokia's and Alcatel Lucent's current expectations and views of future events and
developments. Some of these forward-looking statements can be identified by
terms and phrases such as "believe," "will", "would" and similar expressions.
These forward-looking statements include statements relating to: the terms,
opening and expected timeline of the reopened exchange offer; settlement and
delivery of Alcatel Lucent securities, Nokia's holdings in Alcatel Lucent
following settlement, the combination of Alcatel Lucent and Nokia, and Nokia's
plans or intentions after the closing of the reopened offer. These forward-
looking statements are subject to a number of risks and uncertainties, many of
which are beyond our control, which could cause actual results to differ
materially from such statements. These forward-looking statements are based on
our beliefs, assumptions and expectations of future performance, taking into
account the information currently available to us. These statements are only
predictions based upon our current expectations and views of future events and
developments. Risks and uncertainties include: the ability of Nokia to integrate
Alcatel Lucent into Nokia operations; the success of the reopened exchange offer
and the implementation of the squeeze-out, if any;; and the impact on the
combined company (after giving effect to the proposed transaction with Alcatel
Lucent) of any of the foregoing risks or forward-looking statements, as well as
other risk factors listed from time to time in Nokia's and Alcatel Lucent's
filings with the U.S. Securities and Exchange Commission ("SEC").

The forward-looking statements should be read in conjunction with the other
cautionary statements that are included elsewhere, including the Risk Factors
section of the Registration Statement (as defined below), Nokia's and Alcatel
Lucent's most recent annual reports on Form 20-F, reports furnished on Form 6-K,
and any other documents that Nokia or Alcatel Lucent have filed with the SEC.
Any forward-looking statements made in this stock exchange release are qualified
in their entirety by these cautionary statements, and there can be no assurance
that the actual results or developments anticipated by us will be realized or,
even if substantially realized, that they will have the expected consequences
to, or effects on, us or our business or operations. Except as required by law,
we undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

IMPORTANT ADDITIONAL INFORMATION
This stock exchange release relates to the public exchange offer by Nokia to
exchange all of the ordinary shares, American depositary shares ("ADSs") and
convertible securities issued by Alcatel Lucent for new ordinary shares and ADSs
of Nokia. This stock exchange release is for informational purposes only and
does not constitute an offer to purchase or exchange, or a solicitation of an
offer to sell or exchange, any ordinary shares, ADSs or convertible securities
of Alcatel Lucent, nor is it a substitute for the Tender Offer Statement on
Schedule TO; the Registration Statement on Form F-4 (the "Registration
Statement") (Registration No. 333- 206365) or the Solicitation / Recommendation
Statement on Schedule 14D-9 each filed with the SEC, the listing prospectus and
listing prospectus supplement of Nokia filed with the Finnish Financial
Supervisory Authority or Nokia's offer document (note d'information) and Alcatel
Lucent's response document (note en réponse) filed with the Autorité des marchés
financiers ("AMF") on October 29, 2015 and which received the visa of the AMF on
November 12, 2015 (including the letters of transmittal and related documents
and as amended and supplemented from time to time, the "Exchange Offer
Documents"). No offering of securities shall be made in the United States except
by means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933. The exchange offer is being made only through the
Exchange Offer Documents.

The making of the exchange offer to specific persons who are residents in or
nationals or citizens of jurisdictions outside France or the United States or to
custodians, nominees or trustees of such persons (the "Excluded Shareholders")
may be made only in accordance with the laws of the relevant jurisdiction. It is
the responsibility of the Excluded Shareholders wishing to accept an exchange
offer to inform themselves of and ensure compliance with the laws of their
respective jurisdictions in relation to the proposed exchange offer. The
exchange offer will be made only through the Exchange Offer Documents.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS
AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR ALCATEL LUCENT HAS FILED OR MAY
FILE WITH THE SEC, AMF, NASDAQ HELSINKI OR FINNISH FINANCIAL SUPERVISORY
AUTHORITY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE PROPOSED EXCHANGE OFFER.

The information contained in this stock exchange release must not be published,
released or distributed, directly or indirectly, in any jurisdiction where the
publication, release or distribution of such information is restricted by laws
or regulations. Therefore, persons in such jurisdictions into which these
materials are published, released or distributed must inform themselves about
and comply with such laws or regulations. Nokia and Alcatel Lucent do not accept
any responsibility for any violation by any person of any such restrictions.

The Exchange Offer Documents and other documents referred to above, if filed or
furnished by Nokia or Alcatel Lucent with the SEC, as applicable, are available
free of charge at the SEC's website (www.sec.gov).

Nokia's offer document (note d'information) and Alcatel Lucent's response
document (note en réponse), which received visa No. 15-573 and No. 15-574
respectively from the AMF, containing detailed information with regard to the
exchange offer, are available on the websites of the AMF (www.amf-france.org),
Nokia (www.nokia.com) and Alcatel Lucent (www.alcatel-lucent.com).






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