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2016-02-10

Results of Nokia's reopened public exchange offer for Alcatel-Lucent securities: Nokia to hold approximately 91% of the share capital of Alcatel-Lucent

Nokia Corporation

Stock Exchange Release
February 10, 2016 at 11:15 (CET +1)

Results of Nokia's reopened public exchange offer for Alcatel-Lucent
securities: Nokia to hold approximately 91% of the share capital of
Alcatel-Lucent

Espoo, Finland - The French stock market authority,Autorité des Marchés
Financiers
(the "AMF"), today published the results of the reopened offer period of
Nokia's public exchange offer for Alcatel-Lucent securities in France and in
the United States (the "Reopened Offer").

426 695 572 Alcatel-Lucent 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 have
been tendered into the Reopened Offer in France and/or in the U.S
(Alcatel-Lucent shares, ADSs and convertible bonds together the
"Alcatel-Lucent Securities"). As a consequence, following settlement of the
Reopened Offer which is expected to occur on February 12, 2016, Nokia will
hold 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 will convert all of the OCEANE convertible bonds it will hold following
settlement of the Reopened Offer on February 12, 2016. Consequently, 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 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.

As previously announced, the Alcatel-Lucent ADS program will be terminated
following the settlement of the Reopened Offer, on February 24, 2016, and
Nokia intends to cause Alcatel-Lucent to delist Alcatel-Lucent's ADSs from
the New York Stock Exchange ("NYSE") and, subject to applicable law,
deregister Alcatel-Lucent's ADSs under U.S. securities laws.

Based on the results of the Reopened Offer Nokia will issue 320 701 193 new
shares ("Shares", each a "Share") as consideration for the Alcatel-Lucent
Securities tendered into the Reopened Offer. The Shares will be issued in
deviation from shareholders' pre-emptive right to subscription based on a
resolution by the Board of Directors on January 6, 2016 and an authorization
by the Extraordinary General Meeting held on December 2, 2015.

The Shares will be paid by contribution in kind with Alcatel-Lucent Securities
that have been tendered into the Reopened Offer. The subscription price 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
February 12, 2016. After the registration the total number of Nokia's shares
will equal 5 769 443 837. 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
February 15, 2016 and the trading in the new Nokia ADSs representing the
Shares to commence on the NYSE as of February 15, 2016. The delivery by
Euronext Paris of the new Nokia Shares to the relevant financial
intermediaries of Alcatel-Lucent security holders is expected on February 15,
2016 and the new Nokia ADSs are expected to be registered in the name of the
former registered Alcatel-Lucent ADS holders on February 12, 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 expected date of settlement of
the reopened offer; the holding of Nokia in Alcatel-Lucent following
settlement of the reopened offer; Nokia's intentions with respect to the
Alcatel-Lucent American Depositary Shares ("ADSs") after the settlement of
the reopened offer; 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 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
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

Författare WKR

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