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NOKIA: Nokia reopens public exchange offer for outstanding Alcatel-Lucent securities

Nokia Corporation

Stock Exchange Release
January 14, 2016 at 09:00 (CET +1)

Nokia reopens public exchange offer for outstanding Alcatel-Lucent securities

Espoo, Finland - Nokia announced today that it has reopened its public
exchange offer in France and in the United States (the "Offer") for the
outstanding Alcatel-Lucent ordinary shares, American Depositary Shares
("ADSs") and OCEANE convertible bonds not tendered during the initial public
exchange offer period.

Rajeev Suri, President and CEO of Nokia, said: "We are delighted with the
response so far of the great majority of Alcatel-Lucent investors, who have
clearly recognised the value proposition of this combination. With the deal
closed and the integration of the two companies moving forward from today, we
firmly believe that it is in the best interests of any remaining
Alcatel-Lucent securities holders to tender their shares, OCEANE convertible
bonds or ADSs into the reopened Offer. This ensures they would benefit from
our planned capital returns program for Nokia shareholders, as well as from
the planned long-term value created through the combination."

In accordance with Article 232-4 of the AMF General Regulation, the offers in
France and in the U.S. will be reopened from January 14, 2016 to February 3,
2016 and will provide an opportunity for holders of Alcatel-Lucent ordinary
shares, ADSs and OCEANE convertible bonds who did not tender into the initial
Offer, or missed the tender deadline, to participate in the reopened Offer
and exchange their securities for shares or ADSs in Nokia.

This follows the settlement of the initial Offer period, after which Nokia
holds 76.31% of the share capital and at least 76.01% of the voting rights of
Alcatel-Lucent, 89.14% of the 2018 OCEANE convertible bonds outstanding,
24.34% of the 2019 OCEANE convertible bonds outstanding, and 15.11% of the
2020 OCEANE convertible bonds outstanding. Assuming conversion of the OCEANEs
tendered into the Offer at the improved conversion ratio, Nokia would hold
79.32% of the share capital and at least 78.97% of the voting rights of
Alcatel-Lucent, as mentioned in the AMF's notice published on January 5,

The reopened Offer will close on February 3, 2016. The deadline for tendering
Alcatel-Lucent shares and OCEANE convertible bonds into the reopened Offer is
5:30 PM Paris time (11:30 AM New York City time) on February 3, 2016. The
deadline for tendering Alcatel-Lucent ADSs into the U.S. offer is 5:00 PM New
York City time on February 2, 2016. The AMF will publish the results of the
reopened Offer on February 10, 2016.

The reopened Offer will be conducted on the same terms as the initial Offer,
but the Alcatel-Lucent securities validly tendered during the reopened Offer
will not be permitted to be withdrawn and will be accepted without any
minimum tender condition.

Any Alcatel-Lucent shares, Alcatel-Lucent ADSs or OCEANE convertible bonds not
tendered into the reopened Offer will remain outstanding. After completion of
the reopened Offer, Nokia intends to delist Alcatel-Lucent's ADSs from the
New York Stock Exchange and, subject to applicable law, deregister
Alcatel-Lucent's ADSs under U.S. securities laws, meaning Alcatel-Lucent's
ADSs would not be tradable on any regulated securities exchange and much less
information would be available about the company following delisting and

As previously announced and subject to Nokia shareholder approval, Nokia plans
to execute a EUR 7 billion program to optimize its capital structure and
return excess capital to Nokia shareholders. This program is planned to
include approximately EUR 4 billion in distributions to Nokia shareholders.
Nokia has no plans to provide capital returns to remaining holders of
Alcatel-Lucent securities.

If Nokia reaches 95% ownership of the share capital and voting rights of
Alcatel-Lucent, it intends to squeeze out the remaining shares. In addition,
if Nokia reaches 95% ownership of Alcatel-Lucent's fully diluted shares, it
intends to squeeze-out the remaining OCEANE convertible bonds. Such
squeeze-out must be implemented within 3 months of the closing of the
reopened Offer and will be subject to a clearance decision of the AMF.

In addition, Nokia reserves the right, subject to applicable law, to cause
Alcatel-Lucent to redeem at par value, plus, as applicable, accrued interest
from the date the interest was last paid, to the date set for the early
redemption all of the outstanding OCEANEs 2018, OCEANEs 2019 or OCEANEs 2020,
if less than 15% of the issued OCEANEs of any such series remain outstanding.

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


Media Enquiries:
Nokia Communications
Tel. +358 (0) 10 448 4900

Investor Enquiries:
Nokia Investor Relations
Tel. +358 4080 3 4080

Microsite details

Further information on the transaction can be found



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
"believe," "will", "would" and similar expressions. These forward-looking
statements include statements relating to: the terms, opening and expected
timeline of the reopened offers; the statements attributed to Mr. Suri;
statements relating to Nokia's capital optimization program and its
intentions with respect to capital returns to the Alcatel-Lucent
shareholders; Nokia's intentions with respect to the Alcatel-Lucent American
Depositary Shares ("ADSs") after the closing of the reopened offers; Nokia's
intentions with respect to squeeze-out of Alcatel-Lucent securities; and
Nokia's intentions with respect to the redemption of the OCEANEs.
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 restrictions applicable to the
reopened offer and Nokia's operations after the closing of the reopened
offer; the success of the reopened offers; the performance of the global
economy; 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

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.


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 (
) 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

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
The exchange offer will be
made only through the Exchange Offer Documents.


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