Nokia reminds holders of Alcatel-Lucent securities that it may waive the minimum tender condition in accordance with U.S. regulatory requirements

Nokia Corporation Stock Exchange Release December 11, 2015 at 11:00 (CET+1)

Nokia reminds holders of Alcatel-Lucent securities that it may waive the minimum tender condition in accordance with U.S. regulatory requirements

Espoo, Finland - In order to comply with U.S. regulations, Nokia is required to remind holders of Alcatel-Lucent securities that it has the option, on the date of the announcement of the final results of the exchange offer and in its sole discretion, subject to the terms and conditions of the public exchange offer, to waive the minimum tender condition of the exchange offer to 50% of the Alcatel-Lucent share capital and voting rights (taking into account Alcatel-Lucent convertible bonds tendered into the exchange offer). The minimum tender condition is set at more than 50% of the Alcatel-Lucent shares on a fully diluted basis. Holders of Alcatel-Lucent securities are advised that they have the right to withdraw tendered Alcatel-Lucent securities immediately, if their willingness to tender would be affected by the option to exercise the waiver. Withdrawal rights of the holders of Alcatel Lucent ordinary shares and convertible bonds will terminate at the expiration date of the exchange offer (currently, 11:00AM New York time (5:00PM Paris time) on December 23, 2015) and withdrawal rights of the holders of Alcatel Lucent American depositary shares will terminate at the ADS tender deadline (currently, 5:00PM New York time on December 22, 2015).

This announcement does not constitute a reduction or waiver of the minimum tender condition at this time; nor does it indicate an intention by Nokia to exercise its option to waive the minimum tender condition in the future; nor does it indicate current acceptance levels of the exchange offer.

Nokia remains fully committed to its proposed combination with Alcatel-Lucent which is expected to create a global leader in next generation technology and services for an IP connected world. Nokia firmly believes that the proposed transaction is in the best interests of both Alcatel-Lucent and Nokia shareholders.

Documentation relating to the public exchange offer and the related listing of shares is available on Nokia's website at http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction/.