Nokia announces that the reopened offer period in its public exchange offer for Alcatel-Lucent securities has now closed

Nokia Corporation
Stock Exchange Release
February 3, 2016 at 18:35 (CET +1)

Nokia announces that the reopened offer period in its public exchange offer for Alcatel-Lucent securities has now closed

Espoo, Finland - The reopened offer period in Nokia's public exchange offer for Alcatel-Lucent securities in France and the United States (the "Reopened Offer") has now closed. Accordingly, holders of Alcatel-Lucent shares, American Depositary Shares ("ADSs") and OCEANEs may no longer tender into the Reopened Offer. Alcatel-Lucent shares, ADSs or OCEANEs that have been tendered during the Reopened Offer may not be withdrawn.

Nokia expects the results of the Reopened Offer to be published by the French stock market authority, Autorité des Marchés Financiers (the "AMF"), on February 10, 2016. Any Alcatel-Lucent shares, ADSs or OCEANE convertible bonds that have not been tendered into the Reopened Offer will remain outstanding.

Alcatel-Lucent has already announced that its ADS program will be terminated following the settlement of the Reopened Offer, on February 24, 2016. As already announced, Nokia also 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.

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. Any such squeeze-out must be implemented within 3 months of the closing of the Reopened Offer and will be subject to a clearance decision by 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.

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