NOKIA HAS FILED A PRELIMINARY DRAFT OF ITS REGISTRATION STATEMENT ON FORM F-4 WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION RELATING TO THE PROPOSED PUBLIC EXCHANGE OFFER TO ACQUIRE ALCATEL-LUCENT - Seite 2

As indicated in Nokia's stock exchange release dated April 15, 2015, as part of the Exchange Offer, a consideration of 0.55 of a newly issued ordinary share of Nokia (subject to adjustments for any dividend other than the previously paid Nokia dividend for 2014) would be offered in exchange for each ordinary share of Alcatel-Lucent (including ordinary shares of Alcatel-Lucent represented by American depositary shares) issued and outstanding and tendered into the Exchange Offer. The proposed transaction is subject to the minimum tender condition, approval by Nokia's shareholders, receipt of regulatory approvals and other customary conditions.

An equivalent offer will be made for each outstanding class of Alcatel-Lucent OCEANEs: OCEANE 2018, OCEANE 2019 and OCEANE 2020.

Information disclosed in the Form F-4

The information is preliminary and incomplete and the Form F-4 is subject to future amendments and changes before becoming effective. The Form F-4 includes more detailed information on the proposed transaction, pro forma financial statements, risks related to the transaction and the terms of the U.S. Offer. Capitalized terms used and not otherwise defined in the below section have the meanings defined in the Form F-4. A copy of the preliminary draft of the Form F-4 is posted on Nokia's website at http://company.nokia.com/en/investors/financial-reports/sec-filings

In the preliminary draft of the Form F-4, Nokia is providing, among others, the following information not previously disclosed.

Selected Unaudited Pro Forma Condensed Combined Financial Information

The following selected unaudited pro forma condensed combined financial information is derived from the unaudited pro forma condensed combined financial information included in the preliminary registration statement on Form F-4 filed on August 14, 2015 with the SEC. The complete unaudited pro forma condensed combined financial information can be found in the Form F-4, which is posted on Nokia's website at http://company.nokia.com/en/investors/financial-reports/sec-filings.

 

The following selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only to give effect to the acquisition of Alcatel-Lucent and the proposed sale of Nokia's HERE business. The selected unaudited pro forma condensed financial information includes the historical results of Nokia and Alcatel-Lucent presented in accordance with IFRS. The unaudited pro forma condensed combined statement of financial position as of June 30, 2015 gives effect to the Exchange Offer and the proposed sale of Nokia's HERE business as if they had occurred on that date. The selected unaudited pro forma condensed combined income statements for the six months ended June 30, 2015 and year ended December 31, 2014 give effect to the Exchange Offer as if it occurred on January 1, 2014 and presents Nokia's HERE business as discontinued operations to give pro forma effect to the proposed sale of HERE.