Nokia to own 100% of Alcatel-Lucent following squeeze-out to occur today

Via Nokia

Nov 2, 2016

Nokia to own 100% of Alcatel-Lucent following squeeze-out to occur today

Espoo, Finland - November 2, 2016 at 16:35 (CET +1): Nokia announces that it acquired 56 675 006 Alcatel-Lucent shares (the "Shares"), 6 739 391 Alcatel-Lucent bonds convertible into new or exchangeable for existing Shares due on January 30, 2019 (the "2019 OCEANEs"), and 4 907 451 Alcatel-Lucent bonds convertible into new or exchangeable for existing Shares due on January 30, 2020 (the "2020 OCEANEs", and together with the 2019 OCEANEs, the "OCEANEs"), in its public buy-out offer for Alcatel-Lucent's remaining Shares and OCEANEs, which was opened between September 22, 2016 and October 31, 2016 included (the "Public Buy-Out Offer").

As a result of the Public Buy-Out Offer, Nokia holds 3 430 520 315 Shares representing as many voting rights, 89 348 185 OCEANEs 2019 and 27 140 985 OCEANEs 2020. As a consequence, it holds 96.92% of the share capital and 96.84% of the voting rights of Alcatel-Lucent, 99.99% of the outstanding OCEANEs 2019, and 99.69% of the outstanding OCEANEs 2020. This corresponds to 97.01% of the Alcatel-Lucent Shares on a fully-diluted basis.

In accordance with the notice published by the AMF on October 25, 2016, the squeeze-out of all remaining Alcatel-Lucent Shares and OCEANEs not tendered into the Public Buy-Out Offer occurs today (the "Squeeze-Out", and together with the Public Buy-Out Offer, the "Offer"). In the Squeeze-Out, the Shares and OCEANEs not tendered into the Public Buy-Out Offer will be transferred to Nokia for the same consideration as the consideration of the Public Buy-Out Offer, i.e. , EUR 3.50 per Alcatel-Lucent Share, EUR 4.51 per 2019 OCEANE and EUR 4.50 per 2020 OCEANE, net of all costs.

Alcatel-Lucent's Shares and OCEANEs are delisted from the regulated market of Euronext Paris today, November 2, 2016. Euroclear France is expected to close the ISIN codes of the Alcatel-Lucent Shares, OCEANEs 2019 and OCEANEs 2020, and the related members' accounts at the end of the trading session on November 3, 2016, and is expected to send the position certifications ( attestations de solde ) to such members (financial intermediaries/custodians which hold Alcatel-Lucent securities in their books) as from November 4, 2016.

In accordance with the AMF General Regulation, Société Générale Securities Services is in charge of the centralization of the Squeeze-Out. The funds relating to the indemnification of the Alcatel-Lucent shareholders and holders of OCEANEs which would not have been paid following the Squeeze-Out will be kept by Société Générale Securities Services for a 10-year period following the implementation date of the Squeeze-Out. After this period, the funds not delivered will be transferred to the Caisse des Dépôts et Consignations for a 20-year additional period after which they will benefit to the French State.

The documentation relating to the Offer, which includes Nokia and Alcatel-Lucent's joint offer document ( note d'information conjointe ) and Nokia's and Alcatel-Lucent's respective "other information" documents, is available on the AMF website (www.amf-france.org), on Nokia's website (http://company.nokia.com/en/investors/financial-reports/filings-related-...), and on Alcatel-Lucent's website (www5.alcatel-lucent.com).

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