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2015-08-28

NOKIA: Nokia and China Huaxin sign memorandum of understanding to create new joint venture combining Nokia China and Alcatel-Lucent Shanghai Bell

Nokia Corporation

Stock Exchange Release
August 28, 2015 at 13:15 (CET +1)

Nokia and China Huaxin sign memorandum of understanding to create new joint
venture combining Nokia China and Alcatel-Lucent Shanghai Bell

Beijing, China - Nokia and China Huaxin Post&Telecommunication Economy
Development Center ("China Huaxin") have signed a memorandum of understanding
("MoU") today confirming their intention to combine Nokia's
telecommunications infrastructure businesses in China ("Nokia China") and
Alcatel-Lucent Shanghai Bell ("ASB") into a new joint venture. As agreed
under the MoU, Nokia expects to hold 50% plus one share in the new joint
venture, with China Huaxin holding the remaining shares. Fair value
compensation would be received for the contribution of relevant assets to the
joint venture.

The new joint venture is conditional on and would be formed after the closing
of Nokia's planned combination with Alcatel-Lucent, at which point Nokia
would own 50% plus one share of ASB. The new joint venture is expected to be
a strong national asset based in China capable of delivering value for both
parties. Nokia China and ASB are leaders in the Chinese telecommunications
infrastructure market and both are long-standing contributors to the
development of China and innovation in the country.

The new joint venture is planned to operate under the English name of Nokia
Shanghai Bell and would be registered in the China (Shanghai) Pilot Free
Trade Zone. The new joint venture would have one board of directors, one
management team, unified customer and business functions, and one integrated
product portfolio and R&D platform.

Rajeev Suri, President and CEO of Nokia Corporation, said: "Today's agreement
demonstrates Nokia's deep commitment to China. Together with China Huaxin,
Nokia will be in an excellent position to support strategic initiatives of
the Chinese government such as "Internet Plus" and provide a strong link
between Europe and China. We look forward to joining with China Huaxin and
ASB to drive innovation for customers in China and to help accelerate the
country's shift to an innovation-driven economy. With this MoU now in place,
we will also work closely with our new partners to make the case for swift
approval of the proposed combination between Nokia and Alcatel-Lucent by the
appropriate Chinese authorities."

Yuan Xin, Chairman, China Huaxin, said: "We are pleased to have signed this
agreement with Nokia, and firmly believe the proposed combination would
reinforce our companies' presence in China. By bringing these two entities
together, the new company would possess greater capacity for innovation and
outstanding R&D capabilities, delivering benefits to our customers and
shareholders alike."

As agreed in the MoU, Nokia and China Huaxin will negotiate the final terms of
how the new joint venture would be created. A deadlock mechanism exists
within the MoU to ensure final agreement is reached between Nokia and China
Huaxin regarding the terms of transfer and valuation of all relevant assets.
This mechanism would deliver a resolution if definitive agreement has not
been reached within nine months after completion of Nokia's proposed
combination with Alcatel-Lucent.

Until the closing of the proposed combination between Nokia and
Alcatel-Lucent, Nokia China and ASB will continue to operate as two
independent companies.

About Nokia

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

About Huaxin

China Huaxin Post&Telecommunication Economy Development Center ("China
Huaxin") is an industrial investment company that seeks long-term commercial
growth opportunities in the Information and Communications Technologies (ICT)
sector. China Huaxin has extensive global operations and international
investment experience. China Huaxin aspires to be a competitive global
industry holding group that creates long-term value for its stakeholders and
for society as a whole by nurturing and advancing technology innovation in
the Information Industry.

About Nokia China

Nokia China provides telecom infrastructure software, hardware and services to
leading mobile operators in China. It has four R&D innovation hubs, two
manufacturing facilities and one service delivery center, as well as offices
across the country. In 2014, Nokia received the People's Republic of China
Friendship Award and the Marco Polo Award.

About Alcatel-Lucent Shanghai Bell

Alcatel-Lucent Shanghai Bell (ASB) provides end-to-end telecommunication
solutions and high-quality services to customers in China and worldwide. It
has a 30-year history in China and represents the first foreign investment
joint venture in China's high-tech sector. ASB's extensive sales and service
networks cover all the provinces of China and more than 50 countries
worldwide. ASB also hosts an Alcatel-Lucent University campus in its Shanghai
location.http://www.alcatel-sbell.com.cn

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 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
"expect," "will" and similar expressions. These forward-looking statements
include statements relating to the expected transaction between Nokia and
Huaxin, the structure and the terms of such transaction, the expected timing
of such transaction, the timing of closing of the proposed transaction
between Nokia and Alcatel Lucent and satisfaction of the related conditions
precedent, including regulatory conditions. 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 forward-looking statements are
only predictions based upon our current expectations and views of future
events and developments and are subject to risks and uncertainties that are
difficult to predict because they relate to events and depend on
circumstances that will occur in the future. Risks and uncertainties include
the ability of Nokia and Huaxin to reach an agreement on definitive
documentation with respect to a new joint venture, their ability to combine
ASB and Nokia China, the ability of Nokia and Alcatel Lucent to obtain the
necessary regulatory approvals and consummate the pending transaction between
these companies.

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 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 release relates to the proposed public exchange offer by Nokia to
exchange all of common stock and convertible securities issued by
Alcatel-Lucent for new ordinary shares of Nokia. This 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, all of common
stock and convertible securities of Alcatel-Lucent, nor is it a substitute
for the Tender Offer Statement on Schedule TO or the Preliminary Prospectus /
Offer to Exchange included in the Registration Statement on Form F-4 (the
"Registration Statement"), a preliminary draft of which was filed by Nokia
with the SEC on August 14, 2015, the Solicitation / Recommendation Statement
on Schedule 14D-9 to be filed by Alcatel-Lucent with the SEC, the listing
prospectus of Nokia to be filed by Nokia with the Finnish Financial
Supervisory Authority or the offer document (note d'information
) to be filed by Nokia with, and which will be subject to the review of, the
AMF or the response document (note en réponse
) to be filed by Alcatel-Lucent with 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 proposed
exchange offer will be made only through the Exchange Offer Documents.

The making of the proposed 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. Other than the preliminary draft of the Registration
Statement, the Exchange Offer Documents have not yet been filed with
appropriate regulators, including the SEC. The tender 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 OR WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING THE PROPOSED EXCHANGE OFFER.
...

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