Nokia Corporation
Stock Exchange Release
March 17, 2016 at 08:00 (CET +1)

Nokia resolves to issue new shares in a directed share issue to the Alcatel-Lucent depositary in exchange for Alcatel-Lucent shares

Espoo, Finland - Nokia announces today that it has resolved to issue a maximum of 72 842 811 new shares ("Shares", each a "Share") in deviation from shareholders' pre-emptive rights based on a resolution by the Board of Directors pursuant to the authorization granted by the Extraordinary General Meeting held on December 2, 2015. The Shares will be paid by contribution in kind with the Alcatel-Lucent shares purchased from the JPMorgan Chase Bank, N.A., as depositary (the "Depositary") in the Alcatel-Lucent American depositary receipts ("ADR") program.

The Shares will be issued to the Depositary as consideration for Alcatel-Lucent shares that Nokia is expected to purchase from the Depositary pursuant to the Share Purchase Agreement (the "SPA"), dated March 16, 2016, between Nokia and the Depositary in order to increase Nokia's ownership in Alcatel-Lucent. Pursuant to the SPA, Nokia would acquire all Alcatel-Lucent shares underlying the remaining outstanding ADRs after termination of the ADR program, which is expected to occur on April 25, 2016.

The Alcatel-Lucent shares will be purchased at the same exchange ratio as that offered in Nokia's recently completed public exchange offers for Alcatel-Lucent securities in France and in the United States, i.e. 0.5500 Shares for each Alcatel-Lucent share. There are currently 127 930 767 Alcatel-Lucent shares in the ADR program, excluding ADRs owned by Nokia, representing approximately 3.6% of the share capital and approximately 3.6% of the voting rights of Alcatel-Lucent as of the date hereof. This would correspond to the issuance of 70 361 922 Nokia Shares and this number may be further reduced by any cancellations of ADRs occurring through April 25, 2016. 

The completion of the purchase and sale of the Alcatel-Lucent shares is subject to satisfaction or waiver of certain conditions precedent, including the expiration of the currently pending cancellation period with respect to the Alcatel-Lucent ADR program, accuracy of representations and warranties, compliance with covenants and absence of legal restrictions with respect to the transaction.

The settlement of the purchase of the Alcatel-Lucent shares from the Depositary is expected to take place during the first half of May 2016, and the final number of Shares issued will be announced in connection with the settlement.

full press release (en)