Nokia - Tender offer

Nokia has received all necessary authority approvals for Nokia Solutions and Networks' tender offer for all the shares and option rights in Comptel

Nokia Corporation
Stock Exchange Release
March 22, 2017 at 16:00 (CET+1)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.

Nokia has received all necessary authority approvals for Nokia Solutions and
Networks' tender offer for all the shares and option rights in Comptel

Espoo, Finland - As announced on February 23, 2017, Nokia Solutions and Networks
Oy (the "Offeror"), a wholly-owned indirect subsidiary of Nokia Corporation, has
on February 27, 2017 commenced a voluntary public cash tender offer to purchase
all of the shares and option rights issued by Comptel Corporation ("Comptel")
that are not owned by Comptel or any of its subsidiaries (the "Tender Offer").

The completion of the Tender Offer is subject to the satisfaction or, where
permitted, waiver of the conditions to completion set out in the tender offer
document, including receipt of necessary regulatory approvals.

The Offeror has today been informed that Nokia has received all necessary
competition clearances for the completion of the Tender Offer. As the Offeror is
not aware of any other regulatory approvals that are necessary to complete the
Tender Offer, the condition to completion concerning the receipt of necessary
approvals has thus been satisfied.

The completion of the Tender Offer is still subject to the other conditions to
completion set out in the tender offer document.

The offer period under the Tender Offer expires on March 29, 2017, unless it
will be extended in accordance with the terms and conditions of the Tender
Offer.

Media Enquiries:
Nokia
Communications
Phone: +358 (0) 10 448 4900
E-mail: press.services@nokia.com
Investor Enquiries
Nokia
Investor Relations
Phone: + 358 40 803 4080
E-mail: investor.relations@nokia.com
About Nokia
Nokia is a global leader innovating the technologies at the heart of our
connected world. Powered by the research and innovation of Nokia Bell Labs, we
serve communications service providers, governments, large enterprises and
consumers, with the industry's most complete, end-to-end portfolio of products,
services and licensing.

From the enabling infrastructure for 5G and the Internet of Things, to emerging
applications in virtual reality and digital health, we are shaping the future of
technology to transform the human experience. www.nokia.com

About Comptel
Life is digital moments. Comptel perfects these by transforming how you serve,
meet and respond to the needs of "Generation Cloud" customers.
Our solutions allow you to innovate rich communications services instantly,
master the orchestration of service and order flows, capture data-in-motion and
refine your decision-making. We apply intelligence to reduce friction in your
business.
Comptel has enabled the delivery of digital and communications services to more
than 2 billion people. Every day, we care for more than 20% of all mobile usage
data. Nearly 300 service providers across 90 countries have trusted us to
perfect customers' digital moments.
For more information, visit www.comptel.com.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW.
Forward-Looking Statements
It should be noted that Nokia and its businesses are exposed to various risks
and uncertainties and certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) our ability to integrate Alcatel-Lucent into our operations and achieve the
targeted business plans and benefits, including targeted synergies in relation
to the acquisition of Alcatel-Lucent; B) expectations, plans or benefits related
to our strategies and growth management; C) expectations, plans or benefits
related to future performance of our businesses; D) expectations, plans or
benefits related to changes in organizational and operational structure; E)
expectations regarding market developments, general economic conditions and
structural changes; F) expectations and targets regarding financial performance,
results, operating expenses, taxes, currency exchange rates, hedging, cost
savings and competitiveness, as well as results of operations including targeted
synergies and those related to market share, prices, net sales, income and
margins; G) timing of the deliveries of our products and services; H)
expectations and targets regarding collaboration and partnering arrangements,
joint ventures or the creation of joint ventures, as well as our expected
customer reach; I) outcome of pending and threatened litigation, arbitration,
disputes, regulatory proceedings or investigations by authorities; J)
expectations regarding restructurings, investments, uses of proceeds from
transactions, acquisitions and divestments and our ability to achieve the
financial and operational targets set in connection with any such
restructurings, investments, divestments and acquisitions, including the
expectations and targets related to the acquisition of Comptel and the related
tender offer; and K) statements preceded by or including "believe," "expect,"
"anticipate," "foresee," "sees," "target," "estimate," "designed," "aim,"
"plans," "intends," "focus," "continue," "project," "should," "will" or similar
expressions.
These statements are based on management's best assumptions and beliefs in light
of the information currently available to it. Because they involve risks and
uncertainties, actual results may differ materially from the results that we
currently expect. Factors, including risks and uncertainties that could cause
these differences include, but are not limited to: 1) our ability to execute our
strategy, sustain or improve the operational and financial performance of our
business and correctly identify and successfully pursue business opportunities
or growth; 2) our ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the Alcatel-Lucent acquisition as well as the
benefits of the acquisition of Comptel, and our ability to implement our
organizational and operational structure efficiently; 3) general economic and
market conditions and other developments in the economies where we operate; 4)
competition and our ability to effectively and profitably compete and invest in
new competitive high-quality products, services, upgrades and technologies and
bring them to market in a timely manner; 5) our dependence on the development of
the industries in which we operate, including the cyclicality and variability of
the information technology and telecommunications industries; 6) our global
business and exposure to regulatory, political or other developments in various
countries or regions, including emerging markets and the associated risks in
relation to tax matters and exchange controls, among others; 7) our ability to
manage and improve our financial and operating performance, cost savings,
competitiveness and synergies after the acquisition of Alcatel-Lucent and the
acquisition of Comptel; 8) our dependence on a limited number of customers and
large multi-year agreements; 9) our exposure to direct and indirect regulation,
including economic or trade policies, and the reliability of our governance,
internal controls and compliance processes to prevent regulatory penalties in
our business or in our joint ventures; 10) our exposure to various legislative
frameworks and jurisdictions that regulate fraud and enforce economic trade
sanctions and policies, and the possibility of proceedings or investigation that
result in fines, penalties or sanctions; 11) the potential complex tax issues,
tax disputes and tax obligations we may face in various jurisdictions, including
the risk of obligations to pay additional taxes; 12) our actual or anticipated
performance, among other factors, which could reduce our ability to utilize
deferred tax assets; 13) our ability to retain, motivate, develop and recruit
appropriately skilled employees; 14) disruptions to our manufacturing, service
creation, delivery, logistics and supply chain processes, and the risks related
to our geographically-concentrated production sites; 15) the impact of
litigation, arbitration, agreement-related disputes or product liability
allegations associated with our business; and 16) our ability to achieve
targeted benefits from or successfully implement planned transactions, including
the intended acquisition of Comptel and related tender offer, as well as the
liabilities related thereto, as well as the risk factors specified on pages 69
to 87 of our annual report on Form 20-F filed on April 1, 2016 under "Operating
and financial review and prospects-Risk factors", and in Nokia's other filings
with the U.S. Securities and Exchange Commission. Other unknown or unpredictable
factors or underlying assumptions subsequently proven to be incorrect could
cause actual results to differ materially from those in the forward-looking
statements. We do not undertake any obligation to publicly update or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED
HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE
TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE
ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG.
THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER ARE FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE
PERSONS FALLING WITHIN ARTICLE 43 OF THE FINANCIAL PROMOTION ORDER, (IV) ARE
OUTSIDE THE UNITED KINGDOM, OR (V) ARE PERSONS TO WHOM AN INVITATION OR
INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR
SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").  THIS STOCK EXCHANGE RELEASE AND THE TENDER OFFER AND THE MATERIALS
RELATING THERETO ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE RELEASE RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

[]