Nokia Corporation Stock Exchange Release February 2, 2016 at
10:15 (CET +1)
Nokia announced today that it has supplemented its English language
listing prospectus dated October 23, 2015 relating to the
combination with Alcatel-Lucent (together with the first supplement
of the listing prospectus dated November 16, 2015, the "Listing
Prospectus"). The Listing Prospectus will be used for the listing
on Nasdaq Helsinki and Euronext Paris of the new shares to be
issued as consideration to Alcatel-Lucent security holders and in
connection with the reopened public exchange offer for
Alcatel-Lucent securities in France.
The Finnish Financial Supervisory Authority has on February 2,
2016 approved a supplement to the Listing Prospectus ("Supplement")
containing certain updates based on announcements and developments
that have taken place after the approval of the Listing Prospectus
and its first supplement on November 16, 2015, such as, among
others, the resolution of the Extraordinary General Meeting of
Nokia shareholders on December 2, 2015, to approve the share issue
authorization and other resolutions relating to the combination of
Nokia and Alcatel-Lucent, the completion of the sale of Nokia's
HERE business, the results of the initial offer period and related
issuance of new shares to Alcatel-Lucent security holders, the
timing of the reopened offer, the composition of Nokia's Board of
Directors and Group Leadership Team as well as the arbitral award
in patent license arbitration with Samsung and its financial impact
for Nokia Technologies.
The Supplement will be notified by the Finnish Financial
Supervisory Authority to the French stock market authority Autorité
des Marchés Financiers in accordance with the EU Prospectus
Directive.
The Supplement has been attached to this stock exchange release
and will, together with the Listing Prospectus and its first
supplement, be available on Nokia's website at
http://company.nokia.com/en/investors/financial-reports/filings-related-to-the-alcatel-lucent-transaction
as of February 2, 2016. The Supplement will also be available at
the reception of Nasdaq Helsinki at Fabianinkatu 14, FI-00100
Helsinki, Finland, and at the head office of Nokia at Karaportti 3,
FI-02610 Espoo, Finland, as of February 3, 2016.
About Nokia Nokia is a global leader in the technologies that
connect people and things. Powered by the innovation of Bell Labs
and Nokia Technologies, the company is at the forefront of creating
and licensing the technologies that are increasingly at the heart
of our connected lives.
With state-of-the-art software, hardware and services for any
type of network, Nokia is uniquely positioned to help communication
service providers, governments, and large enterprises deliver on
the promise of 5G, the Cloud and the Internet of Things.
www.nokia.com
Media Enquiries: Nokia Communications Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com
FORWARD-LOOKING STATEMENTS
This stock exchange release contains forward-looking statements
that reflect Nokia's current expectations and views of future
events and developments. Some of these forward-looking statements
can be identified by terms and phrases such as "will", "to be", and
similar expressions. These forward-looking statements include
statements relating to: the use of the Listing Prospectus and its
notification to the AMF (as defined below). These forward-looking
statements are subject to a number of risks and uncertainties, many
of which are beyond our control, which could cause actual results
to differ materially from such statements. These forward-looking
statements are based on our beliefs, assumptions and expectations
of future performance, taking into account the information
currently available to us. These statements are only predictions
based upon our current expectations and views of future events and
developments. Risks and uncertainties include: Nokia's ability to
comply with the relevant securities regulations, as well as other
risk factors listed from time to time in Nokia's filings with the
U.S. Securities and Exchange Commission (the "SEC") and the French
Autorité des marchés financiers (the "AMF").
The forward-looking statements should be read in conjunction
with the other cautionary statements that are included elsewhere,
including the Risk Factors section of Nokia's most recent annual
reports on Form 20-F, reports furnished on Form 6-K, and any other
documents that Nokia or Alcatel Lucent have filed with the SEC or
the AMF. Any forward-looking statements made in this stock exchange
release are qualified in their entirety by these cautionary
statements, and there can be no assurance that the actual results
or developments anticipated by us will be realized or, even if
substantially realized, that they will have the expected
consequences to, or effects on, Nokia's businesses or operations.
Except as required by law, we undertake no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
IMPORTANT ADDITIONAL INFORMATION
This stock exchange release relates to the public exchange offer
by Nokia to exchange all of the ordinary shares, ADSs and
convertible securities issued by Alcatel Lucent for new ordinary
shares and ADSs of Nokia. This stock exchange release is for
informational purposes only and does not constitute an offer to
purchase or exchange, or a solicitation of an offer to sell or
exchange, any ordinary shares, ADSs or convertible securities of
Alcatel Lucent, nor is it a substitute for the Tender Offer
Statement on Schedule TO; the Registration Statement on Form F-4
(the "Registration Statement") (Registration No. 333- 206365) or
the Solicitation / Recommendation Statement on Schedule 14D-9 each
filed with the SEC, the listing prospectus and listing prospectus
supplement of Nokia filed with the Finnish Financial Supervisory
Authority or Nokia's offer document (note d'information) and
Alcatel Lucent's response document (note en réponse) filed with the
Autorité des marchés financiers ("AMF") on October 29, 2015 and
which received the visa of the AMF on November 12, 2015 (including
the letters of transmittal and related documents and as amended and
supplemented from time to time, the "Exchange Offer Documents"). No
offering of securities shall be made in the United States except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933. The exchange offer is being made only
through the Exchange Offer Documents.
The making of the exchange offer to specific persons who are
residents in or nationals or citizens of jurisdictions outside
France or the United States or to custodians, nominees or trustees
of such persons (the "Excluded Shareholders") may be made only in
accordance with the laws of the relevant jurisdiction. It is the
responsibility of the Excluded Shareholders wishing to accept an
exchange offer to inform themselves of and ensure compliance with
the laws of their respective jurisdictions in relation to the
exchange offer. The exchange offer will be made only through the
Exchange Offer Documents.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE
OFFER DOCUMENTS AND ALL OTHER RELEVANT DOCUMENTS THAT NOKIA OR
ALCATEL LUCENT HAS FILED OR MAY FILE WITH THE SEC, AMF, NASDAQ
HELSINKI OR FINNISH FINANCIAL SUPERVISORY AUTHORITY WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING THE EXCHANGE OFFER.
The information contained in this stock exchange release must
not be published, released or distributed, directly or indirectly,
in any jurisdiction where the publication, release or distribution
of such information is restricted by laws or regulations.
Therefore, persons in such jurisdictions into which these materials
are published, released or distributed must inform themselves about
and comply with such laws or regulations. Nokia and Alcatel Lucent
do not accept any responsibility for any violation by any person of
any such restrictions.
The Exchange Offer Documents and other documents referred to
above, if filed or furnished by Nokia or Alcatel Lucent with the
SEC, as applicable, are available free of charge at the SEC's
website (www.sec.gov).
Nokia's offer document (note d'information) and Alcatel Lucent's
response document (note en réponse), which received visa No. 15-573
and No. 15-574 respectively from the AMF, containing detailed
information with regard to the exchange offer, are available on the
websites of the AMF (www.amf-france.org), Nokia (www.nokia.com) and
Alcatel Lucent (www.alcatel-lucent.com).
Nokia - Supplement to the Listing Prospectus 2 February 2016
http://hugin.info/3009/R/1982944/726634.pdf
HUG#1982944
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