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2016-02-19

NOKIA: Nokia issues new shares in a directed share issue

Nokia Corporation

Stock Exchange Release
February 19, 2016 at 09:15 (CET +1)

Nokia issues new shares in a directed share issue

Espoo, Finland - Nokia announces today that it has issued 6 501 503 new shares
("Shares", each a "Share") in deviation from shareholders' pre-emptive rights
based on a resolution by the Board of Directors on February 18, 2016,
pursuant to the authorization granted by the Extraordinary General Meeting
held on December 2, 2015. The Shares have been issued in exchange for
Alcatel-Lucent shares in a private transaction at the same exchange ratio as
that offered in Nokia's recently completed public exchange offers for
Alcatel-Lucent securities in France and in the United States, i.e. 0.5500
Nokia shares for each Alcatel-Lucent share, in order to increase Nokia's
ownership in Alcatel-Lucent.

The Shares will be paid by contribution in kind with the Alcatel-Lucent shares
offered for exchange. The subscription price, EUR 36 343 401.77 in aggregate,
is based on the closing price of Nokia's shares on Nasdaq Helsinki on
February 18, 2016, and will be recorded in Nokia's fund for invested
non-restricted equity. 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 or
about February 24, 2016. After the registration the total number of Nokia's
shares will equal 5 775 945 340. 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 on
or about February 25, 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.http://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 "expect," "will", "would" and similar expressions. These
forward-looking statements include statements relating to: the expected
consideration for the Shares, the registration date of the Shares and the
total number of Nokia shares following their registration. 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:
regulatory and contractual restrictions applicable to the issuance of the
Shares and 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, 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 (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 supplements
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
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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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: NOKIA via Globenewswire

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