Nokia - Company Announcement

Nokia issues shares to the holders of Alcatel-Lucent securities

Nokia Corporation
Stock Exchange Release
January 6, 2016 at 13:00 (CET +1)


Nokia issues shares to the holders of Alcatel-Lucent securities

Espoo,  Finland -  Nokia announced  today that  it has  issued 1 455 678 563 new
shares  ("Shares", each a  "Share") in deviation  from shareholders' pre-emptive
right  to subscription  based on  an authorization  by the Extraordinary General
Meeting held on December 2, 2015 (the "EGM authorization"). The Shares have been
issued  in exchange for the  Alcatel-Lucent ordinary shares, American Depositary
Shares  ("ADSs")  as  well  as  the  2018 OCEANE,  2019 OCEANE  and  2020 OCEANE
convertible  bonds (Alcatel-Lucent  shares, ADSs  and convertible bonds together
"Alcatel-Lucent  Securities")  which  have  been  tendered  into  Nokia's public
exchange  offers  in  France  and  the  United States (together the "Offers") in
accordance  with the  terms and  conditions of  the Offers.  As announced by the
French  stock market authority, Autorité des  Marchés Financiers (the "AMF"), on
January   5, 2016, 2 052 812 101 Alcatel-Lucent  ordinary  shares,  264 183 778
Alcatel-Lucent  ADSs (representing  an equal  amount of  Alcatel-Lucent shares),
206 784 349 Alcatel-Lucent  2018 OCEANE  convertible  bonds, 37 880 652 Alcatel-
Lucent  2019 OCEANE convertible bonds, and 16 138 206 Alcatel-Lucent 2020 OCEANE
convertible bonds were tendered into the Offers.

The  Shares will be paid by  contribution in kind with Alcatel-Lucent Securities
that   have   been  tendered  into  the  Offers.  The  subscription  price,  EUR
9 512 804 226.24 in  aggregate, is based on the  closing price of Nokia's shares
on  Nasdaq Helsinki on January 4, 2016 and will  be recorded in Nokia's fund for
invested  non-restricted equity  and, consequently,  Nokia's share  capital will
remain unchanged at EUR 245 896 461.96.

Nokia  expects to register the Shares with the Finnish Trade Register on January
7, 2016. After  the registration the  total number of  Nokia's shares will equal
5 448 542 279. The  Shares  will  carry  the  right  to  dividends and all other
shareholder  rights as of  the registration date.  The trading in  the Shares is
expected  to  commence  on  Nasdaq  Helsinki  and  Euronext  Paris as of January
8, 2016 and  the  trading  in  the  new  Nokia  ADSs  representing the Shares to
commence  on the New York Stock Exchange (the "NYSE") as of January 8, 2016. The
delivery  by Euronext Paris  of the new  Nokia Shares to  the relevant financial
intermediaries  of  Alcatel-Lucent  security  holders  is  expected  on  January
8, 2016 and  the new Nokia ADSs are expected to be registered in the name of the
former registered Alcatel-Lucent ADS holders on January 7, 2016.

In  accordance with Article 232-4 of the AMF General Regulation, the Offers will
be  reopened and the Board of Directors of Nokia has also resolved, based on the
EGM  authorization, to issue a maximum of 644 321 000 new shares in exchange for
the  Alcatel-Lucent Securities  which are  tendered into  the reopened Offers in
accordance  with the terms and conditions of  the Offers. The new shares will be
paid  by  contribution  in  kind  with  the  Alcatel-Lucent  Securities that are
tendered  into the reopened Offers. The  exchange ratios and, apart from timing,
the  other terms and conditions of the issuance  of shares in the context of the
reopened  Offers will remain the same as for the initial Offers. On the basis of
the  indicative  timetable  of  the  Offer  contained  in  Nokia's  French Offer
document,  the reopened Offers should commence  on January 14, 2016 and close on
February  3, 2016, subject to the publication by  the AMF of its notice relating
to  the reopening of the French Offer.  Nokia will confirm and publish the final
number  of new shares to be issued  in connection with the reopened Offers based
on the results of the reopened Offers, which are expected to be published by the
AMF on or about February 8, 2016.

Nokia  expects to register  the new shares  to be issued  in connection with the
reopened  Offers with the Finnish Trade Register on or about February 12, 2016.
These  shares will carry the right to dividends and all other shareholder rights
as  of the registration date. Nokia expects the  trading in the new shares to be
issued in connection with the reopened Offers to commence on Nasdaq Helsinki and
Euronext  Paris on or about  February 15, 2016 and the trading  in the new Nokia
ADSs  representing  the  shares  to  commence  on  the NYSE on or about February
15, 2016. The detailed terms and conditions of the share issue will be available
on  the combined company microsite at www.newconnectivity.com before the opening
of the reopened Offers.

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 current expectations and views of future events and developments. Some
of these forward-looking statements can be identified by terms and phrases such
as "anticipate," "expect," "will" and similar expressions. These forward-looking
statements include statements relating to: the issuance and rights of new Nokia
shares; the subscription price of the new Nokia shares; the registration of the
new Nokia shares and total number of Nokia shares following registration;
trading of the new Nokia Shares; and 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: Nokia's ability to comply with the relevant
corporate governance rules and regulations and the applicable securities laws,
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 Registration Statement on Form
F-4 (Registration No. 333- 206365) (the "Registration Statement"), the Schedule
TO, the Solicitation / Recommendation Statement on Schedule 14D-9 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 (the "AMF") (including the letter 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 exchange offer. The tender offer is
being 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 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), 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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