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2016-02-12

NOKIA: Nokia announces settlement of its reopened public exchange offer for Alcatel-Lucent securities and the registration of new shares

Nokia Corporation

Stock Exchange Release
February 12, 2016 at 14:00 (CET +1)

Nokia announces settlement of its reopened public exchange offer for
Alcatel-Lucent securities and the registration of new shares

Espoo, Finland - Nokia today announces that its reopened public exchange offer
for Alcatel-Lucent securities in France and in the United States (the
"Reopened Offer") has been settled and that its new shares have been entered
into the Finnish Trade Register.

As previously announced by the French stock market authority,Autorité des
Marchés Financiers
(the "AMF"), on February 10, 2016, 426 695 572 outstanding ordinary shares, 52
286 499 American Depositary Shares ("ADSs"), 4 795 096 OCEANE 2018
convertible bonds, 19 971 720 OCEANE 2019 convertible bonds, and 56 644 832
OCEANE 2020 convertible bonds of Alcatel-Lucent (Alcatel-Lucent shares, ADSs
and convertible bonds together the "Alcatel-Lucent Securities") were tendered
into the Reopened Offer in France and in the United States, and accepted by
Nokia in consideration for shares or ADSs in Nokia.

The 320 701 193 new Nokia shares issued as consideration for the
Alcatel-Lucent Securities tendered into the Reopened Offer have been entered
into the Finnish Trade Register today. Following entry of the shares into the
Finnish Trade Register, the total number of Nokia's shares equals 5 769 443
837 shares. The shares carry the right to dividends and all other shareholder
rights as of today.

The Shares have been paid by contribution in kind with Alcatel-Lucent
Securities that have been tendered into the Reopened Offer. The subscription
price, EUR 1 694 107 142.10 in aggregate, which is based on the closing price
of Nokia's shares on Nasdaq Helsinki on February 10, 2016, will be recorded
in Nokia's fund for invested non-restricted equity and, consequently, Nokia's
share capital remains unchanged at EUR 245 896 461.96.

As a result of the Reopened Offer Nokia now holds 91.25% of the share capital
and at least 91.17% of the voting rights of Alcatel-Lucent, 99.62% of the
outstanding OCEANE 2018 convertible bonds, 37.18% of the outstanding OCEANE
2019 convertible bonds, and 68.17% of the outstanding OCEANE 2020 convertible
bonds. This equates to Nokia holding 88.07% of the share capital on a fully
diluted basis.

Nokia requested today the conversion of the OCEANE convertible bonds it holds
following settlement of the Reopened Offer. As a result of such conversion,
less than 15% of the 2018 OCEANE convertible bonds will be outstanding and
Nokia will cause Alcatel-Lucent to redeem at par value, plus accrued interest
from the date the interest was last paid, to the date set for the early
redemption all of the outstanding 2018 OCEANE convertible bonds, pursuant to
the terms and conditions of such OCEANE convertible bonds. After the
conversion of the OCEANE convertible bonds tendered into the initial Offer
and the Reopened Offer, at the applicable improved conversion ratios, Nokia
will hold 92.34% of the share capital and at least 92.26% of the voting
rights of Alcatel-Lucent.

It is expected that the newly issued Nokia shares will be delivered by
Euronext Paris to the relevant financial intermediaries of the tendering
holders of Alcatel-Lucent securities on February 15, 2016, while the new
Nokia ADSs will today be registered in the name of the former registered
Alcatel-Lucent ADS holders. The trading in the shares is expected to commence
on Nasdaq Helsinki and Euronext Paris as of February 15, 2016 and the trading
in the new Nokia ADSs representing the shares will commence on the New York
Stock Exchange as of February 15, 2016. In addition, it is expected that the
relevant financial intermediaries of Alcatel-Lucent security holders will
receive from Euronext Paris or Citibank, N.A. the cash proceeds corresponding
to the fraction of Nokia shares or ADSs they are entitled to as from March 1,
2016.

About Nokia

Nokia is a global leader in the technologies that connect people and things.
Powered by the innovation of Bell Labs and Nokia Technologies, the company is
at the forefront of creating and licensing the technologies that are
increasingly at the heart of our connected lives.

With state-of-the-art software, hardware and services for any type of network,
Nokia is uniquely positioned to help communication service providers,
governments, and large enterprises deliver on the promise of 5G, the Cloud
and the Internet of Things.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
"believe," "will", "would" and similar expressions. These forward-looking
statements include statements relating to: the delivery by Euronext Paris of
t
he newly issued Nokia shares to the relevant financial intermediaries of the
tendering holders of Alcatel-Lucent securities
; the registration date of the new Nokia American Depositary Shares ("ADSs");
the trading of the new Nokia Shares on Nasdaq Helsinki and Euronext Paris,
and of the new Nokia ADSs
on the New York Stock Exchange; and the date of the receipt from Euronext
Paris or Citibank, N.A. of the cash proceeds corresponding to the fraction of
Nokia shares or ADSs the Alcatel-Lucent security holders are entitled.
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: regulations surrounding the settlement of
the Reopened Offer, regulatory and contractual restrictions applicable to
Nokia's transactions in Alcatel Lucent securities; and the impact on the
combined company (after giving effect to the 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, 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 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 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
...

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