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.