French financial regulator AMF publishes final results of Nokia’s successful public exchange offer for Alcatel-Lucent securities

This publication confirms the success of Nokia’s offer launched on November 18, 2015

Paris, France, January 05, 2016

The Autorité des marchés financiers (the “AMF”) has today published the final results of the public exchange offer initiated by Nokia for all outstanding ordinary shares, American depositary shares (the “ADSs”) and OCEANE convertible bonds (the “OCEANEs”) of Alcatel-Lucent (Euronext Paris and NYSE: ALU), in exchange for Nokia shares or Nokia American depositary shares (the “Offer”) and has declared that the Offer has a positive result. As announced on January 4, 2016, the minimum tender condition set at more than 50% of Alcatel-Lucent’s fully diluted share capital has been met and the Offer has a positive result.

As indicated by the AMF, 2 052 812 101 outstanding Alcatel-Lucent ordinary shares, 264 183 778 ADSs, 206 784 349 2018 OCEANEs, 37 880 652 2019 OCEANEs, and 16 138 206 2020 OCEANEs have been tendered into the French and U.S. offers. As a consequence, Nokia should hold, following the settlement of the Offer, 76.31% of the share capital and at least 76.01% of the voting rights of Alcatel-Lucent, 89.14% of the OCEANEs 2018 outstanding, 24.34% of the OCEANEs 2019 outstanding, and 15.11% of the OCEANEs 2020 outstanding; this equates to Nokia holding 70.52% of the share capital on a fully diluted basis.

Assuming conversion of the OCEANEs tendered into the Offer at the improved conversion ratio, Nokia would hold, following settlement of the Offer, 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 today.

Accordingly, Nokia has indicated that it will accept all the Alcatel-Lucent shares, ADSs and OCEANEs validly tendered into the Offer. The newly issued Nokia shares are expected to be delivered to the tendering Alcatel-Lucent securities holders and start trading on Nasdaq Helsinki, Euronext Paris and, for the Nokia ADSs, on the New York Stock Exchange on January 8, 2016. The two companies now intend to begin to progress their integration plans, with the first day as an operationally combined company on January 14, 2016.

In accordance with Article 232-4 of the AMF General Regulation, the offers in France and in the U.S. will be reopened at the same exchange ratios within 10 French trading days. The AMF will publish the timetable of the reopened Offer. Alcatel-Lucent invites the remaining Alcatel-Lucent securities holders to tender their shares, ADSs or OCEANEs into the reopened Offer.

Nokia has expressed its intention to squeeze out the remaining shares if it reaches 95% ownership of the share capital and voting rights of Alcatel-Lucent. In addition, Nokia has expressed its intention to squeeze-out the remaining OCEANE convertible bonds if it reaches 95% ownership of Alcatel-Lucent's fully diluted shares.

In addition, Nokia has specified that it 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.