Table of Contents FILED BY NOKIA CORPORATION PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933 SUBJECT COMPANY: ALCATEL-LUCENT FILE NO. 001-11130 LISTING PROSPECTUS October 23, 2015 Listing of a Maximum of 2 100 000 000 Shares This listing prospectus (the “Listing Prospectus”) has been prepared for the purpose of listing a maximum of 2 100 000 000 new shares (the “Offered Shares”) in Nokia Oyj (“Nokia”, “Nokia Corporation” or the “Company”), a public limited liability company organized under the laws of Finland, on NASDAQ OMX Helsinki Ltd (“Nasdaq Helsinki”). In addition, this Listing Prospectus will be used for admission to trading and official listing on Euronext Paris of all the Offered Shares and all of the existing issued and outstanding shares in Nokia, and in connection with a public exchange offer in France (the “French Offer”, as described in more detail below), for which purposes this Listing Prospectus will be notified to the French stock market authority (Autorité des marchés financiers, or “AMF”). Nokia has agreed to make an offer to acquire Alcatel Lucent (“Alcatel Lucent”), a French société anonyme incorporated under the laws of France, (the “Acquisition”) pursuant to the terms of a Memorandum of Understanding entered into on April 15, 2015 (as amended, the “Memorandum of Understanding”). Pursuant to the Memorandum of Understanding, the Acquisition will be carried out through a public exchange offer by Nokia comprised of two offers, a French public exchange offer and a U.S. public exchange offer (the “U.S. Offer” and, together with the French Offer, the “Exchange Offer”). The Company offers to acquire all of the issued and outstanding Alcatel Lucent ordinary shares (each an “Alcatel Lucent Share”), Alcatel Lucent American Depositary Shares, each representing one Alcatel Lucent Share (each an “Alcatel Lucent ADS”), Alcatel Lucent bonds convertible into new Alcatel Lucent Shares or exchangeable for existing Alcatel Lucent Shares due on July 1, 2018 (each a “2018 OCEANE”), Alcatel Lucent bonds convertible into new Alcatel Lucent Shares or exchangeable for existing Alcatel Lucent Shares due on January 30, 2019 (each a “2019 OCEANE”) and Alcatel Lucent bonds convertible into new Alcatel Lucent Shares or exchangeable for existing Alcatel Lucent Shares due on January 30, 2020 (each a “2020 OCEANE” and all 2020 OCEANEs together with all 2018 OCEANEs and all 2019 OCEANEs, the “OCEANEs”, and the OCEANEs together with the Alcatel Lucent Shares and the Alcatel Lucent ADSs, the “Alcatel Lucent Securities”). The Company has filed on August 14, 2015 a draft registration statement on Form F-4 (the “Form F-4”) with the U.S. Securities and Exchange Commission (the “SEC”), as the same may be amended from time to time, concerning the U.S. Offer, and will file a draft offer document with the AMF (the “French Offer Document”) concerning the French Offer. For more information about the Exchange Offer, refer to sections “The Alcatel Lucent Transaction”, “The Memorandum of Understanding” and “The Exchange Offer” of this Listing Prospectus. The Alcatel Lucent Shares are listed on Euronext Paris, Alcatel Lucent ADSs are quoted on the New York Stock Exchange (“NYSE”) and OCEANEs are traded on Euronext Paris. In the French Offer, the Company is offering 0.55 shares of Nokia (each a “Nokia Share”) per Alcatel Lucent Share, and such number of Nokia Shares per one OCEANE that is based on the exchange ratio of 0.55 Nokia Shares per each Alcatel Lucent Share which would be issuable upon conversion or exchangeable upon exchange of the OCEANE at the conversion/exchange ratio which will apply on the date of commencement of the Exchange Offer. In the U.S. Offer, the Company is offering 0.55 Nokia Shares per Alcatel Lucent Share; 0.55 Nokia American Depositary Shares (each a “Nokia ADS”), each representing one Nokia Share, per Alcatel Lucent ADS; and such number of Nokia Shares per one OCEANE that is based on the exchange ratio of 0.55 Nokia Shares per each Alcatel Lucent Share which would be issuable upon conversion or exchangeable upon exchange of the OCEANE at the conversion/exchange ratio which will apply on the date of commencement of the Exchange Offer (with the consideration of the French Offer, the “Share Consideration”). The Share Consideration consists of up to 2 100 000 000 Offered Shares, which represent approximately 36 percent of the Company’s outstanding shares and votes conferred by the Company’s shares after the Completion of the Exchange Offer (as defined in the section “Certain Information”), assuming that the Exchange Offer is fully accepted. Nokia Shares are listed on the official list of Nasdaq Helsinki. Nokia ADSs are quoted on the NYSE. Nokia has applied for the Nokia Shares (including the Offered Shares) to be listed on Euronext Paris (the “Admission”) in conjunction with the Exchange Offer. Nokia expects to request that the Admission be approved to take effect prior to the completion of the Exchange Offer. In addition, Nokia will apply for listing of the Offered Shares and the Nokia ADSs to be issued in connection with the U.S. Offer on Nasdaq Helsinki and NYSE, respectively. If the Conditions (as defined in the section “The Exchange Offer— Terms of the Exchange Offer—Conditions to the Exchange Offer”) to accept, and to exchange, any Alcatel Lucent Securities validly tendered into the Exchange Offer have been satisfied or, if applicable, waived, the Offered Shares and Nokia ADSs, which will be delivered to those holders of Alcatel Lucent Securities that have tendered their Alcatel Lucent Securities into the Exchange Offer, will be delivered approximately five French trading days following the announcement of the results of the French Offer by the AMF, in accordance with the applicable Finnish, French and U.S. rules and regulations. Certain risks related to Nokia, Alcatel Lucent and the Exchange Offer are described in the section “Risk Factors” below beginning on page 90. The purpose of this Listing Prospectus is to have the Offered Shares listed on Nasdaq Helsinki and to have all the Nokia Shares (including the Offered Shares) admitted to trading and official listing on Euronext Paris. No issue or offering of Offered Shares is made by Nokia solely in connection with the publication of this Listing Prospectus. The Offered Shares will comprise Nokia Shares to be issued in connection with the Exchange Offer and in any potential subsequent offers, squeeze-outs or share issues required to complete the Acquisition. No sale or offering of Nokia Shares or other securities in Nokia is made by the Company pursuant to or in connection with the publication of this Listing Prospectus. This Listing Prospectus does not concern the listing of the Nokia ADSs, and matters relating to the Nokia ADSs, including possible risks relating to the ADSs, are not exhaustively described in this Listing Prospectus. This Listing Prospectus may not be distributed or otherwise made available, and the Offered Shares may not be offered or sold, directly or indirectly, in any jurisdiction outside Finland, unless such distribution, offer, sale or exercise would be permitted under applicable law in the relevant jurisdiction. The Offered Shares will be registered under the U.S. Securities Act of 1933, pursuant to the Form F-4. LISTING AGENT Table of Contents ii Table of Contents CERTAIN INFORMATION This Listing Prospectus has been prepared in accordance with the Finnish Securities Market Act (746/2012, as amended), Commission Regulation (EC) No 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council concerning information contained in Prospectuses as well as the format, incorporation by reference and publication of such Prospectuses and dissemination of advertisements, Commission Delegated Regulation (EU) No 486/2012 (as amended) of 30 March 2012 amending Regulation (EC) No 809/2004 as regards the format and the content of the Prospectuses (“Commission Regulation”), the base Prospectuses, the summary and the final terms and as regards disclosure requirements (annexes I, II, III and XXII), Decree 1019/2012 of the Ministry of Finance on the Prospectus Referred to in Chapter 3-5 of the Securities Market Act, and the regulations and guidelines issued by the Finnish Financial Supervisory Authority (the “FIN-FSA”). This Listing Prospectus also contains the summary referred to in Chapter 4 Section 6 Paragraph 4 of the Finnish Securities Market Act in the format required by the Commission Regulation. The summary is translated into Finnish and French languages. The FIN-FSA has approved this Listing Prospectus but is not liable for the correctness of the information presented herein. The journal number of the FIN-FSA’s decision of approval is FIVA 85/02.05.04/2015. A certificate of approval of the Listing Prospectus, with a copy of the Listing Prospectus and the French language translation of its summary will be, in accordance with the Prospectus Directive, notified to the AMF to be used for admission to trading and official listing on Euronext Paris of all of the Offered Shares and all of the existing Nokia Shares, and in connection with the French Offer. The Company has also filed the Form F-4 with the U.S. Securities and Exchange Commission concerning the offering of the Offered Shares in the United States and will file the French Offer Document with the AMF concerning the French Offer. The information contained in the Form F-4 as of the date of this Listing Prospectus is preliminary and incomplete and the Form F-4 is subject to future amendments and changes before becoming effective. In this Listing Prospectus, any reference to the “Company”, “Nokia”, “Nokia Corporation” or “Nokia Group” means Nokia Oyj and its subsidiaries on a consolidated basis, except where it is clear from the context that the term means Nokia Oyj or a particular subsidiary or business unit only, and except that references and matters relating to the shares and share capital of Nokia or matters of corporate governance shall refer to the shares, share capital and corporate governance of Nokia Oyj. In this Listing Prospectus, any reference to “Alcatel Lucent”, or “Alcatel Lucent Group” means Alcatel Lucent and its subsidiaries on a consolidated basis, except where it is clear from the context that the term means Alcatel Lucent or a particular subsidiary or business unit only, and except that references and matters relating to the shares and share capital of Alcatel Lucent or matters of corporate governance shall refer to the shares, share capital and corporate governance of Alcatel Lucent. In this Listing Prospectus, Nokia together with Alcatel Lucent referred to as the “Combined Company” assumes that the Exchange Offer is successfully completed as contemplated in this Listing Prospectus. In this Listing Prospectus, “Completion of the Exchange Offer”, “Completion of the U.S. Offer”, “Completion of the French Offer” or “Completion of the subsequent offering period” refer to settlement and delivery of the Nokia Shares to the holders of Alcatel Lucent Securities in accordance with the terms of the Exchange Offer and Conditions after the announcement of the successful results of the French Offer by the AMF (taking into account the results of the U.S. Offer) or the results of the subsequent offering period, as applicable. In this Listing Prospectus, “Nokia Annual Report” refers to Nokia’s annual report on Form 20-F for the fiscal year ended December 31, 2014 and “Nokia Interim Report” refers to Nokia’s report on Form 6-K for the period ended June 30, 2015. In this Listing Prospectus, “Alcatel Lucent Annual Report” refers to Alcatel Lucent’s annual report on Form 20-F for the year ended December 31, 2014 filed with the SEC on March 24, 2015 together with the additional information presented in Alcatel Lucent’s reference document (document de reference) for the year ended December 31, 2014 filed with the AMF on March 20, 2015 under No. D. 15-0179, and “Alcatel Lucent Interim Report” refers to Alcatel Lucent’s report on Form 6-K for the period ended June 30, 2015, furnished with the SEC on August 5, 2015. The historical financial information of Nokia and Alcatel Lucent do not take into account the effects of the Acquisition. The pro forma financial information illustrating the effect of the Acquisition has been presented in the section “Unaudited Pro Forma Condensed Combined Financial Information”. Shareholders and prospective investors should rely solely on the information contained in the Listing Prospectus or incorporated by reference herein as well as on the Form F-4, the French Offer Document and the stock exchange releases published by Nokia. Nobody has been authorized to provide any information or give any statements other than those provided in this Listing Prospectus, the Form F-4 and the French Offer Document. Delivery of the Listing Prospectus shall not, under any circumstances, indicate that the information presented in the Listing Prospectus is correct on any day other than the date of the Listing Prospectus, or that there would not be any changes in the business of Nokia or Alcatel Lucent after the date of the Listing Prospectus. However, if new information or a fault or omission in this Listing Prospectus is discovered before the Admission of the Offered Shares for listing on Nasdaq Helsinki and such fault or omission or new information may be of material importance to investors, the Listing Prospectus shall be supplemented in accordance with the Finnish Securities Market Act. Information given in the Listing Prospectus is not a guarantee or grant for future events by Nokia, Alcatel Lucent or the Combined Company and shall not be considered as such. Neither the Listing Prospectus nor any announcement or any offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. In a number of countries, in particular in Australia, Canada, Hong Kong, Japan, South Africa and, subject to certain exceptions, the United States, the distribution of the Listing Prospectus is subject to restrictions imposed by law (such as registration, admission, qualification and other regulations). Nokia does not accept any legal responsibility for persons who have obtained the Listing Prospectus in violation of these restrictions. The Listing Prospectus does not constitute an offer to sell the Offered Shares to any person in any jurisdiction in which it is unlawful to make such offer to such person, or a solicitation of an offer to buy the Offered Shares from a person in a jurisdiction in which it is unlawful to make such solicitation. Shareholders or prospective investors must not construe the contents of this Listing Prospectus as legal, investment or tax advice. Each shareholder or prospective investor should consult their own counsel, accountant or business advisor as to legal, investment and tax advice and related matters pertaining to any investment in Nokia’s securities, if they deem it necessary. iii Table of Contents TABLE OF CONTENTS SUMMARY 8 RISK FACTORS 47 RISK FACTORS RELATING TO NOKIA SHARES, THE EXCHANGE OFFER AND THE SQUEEZE-OUT 47 RISK FACTORS RELATING TO THE PROPOSED SALE OF NOKIA’S HERE BUSINESS 56 RISK FACTORS RELATING TO THE OPERATING ENVIRONMENT, BUSINESS AND FINANCING OF NOKIA 57 RISK FACTORS RELATING TO THE BUSINESS AND LEGAL SITUATION OF ALCATEL LUCENT 81 RESPONSIBILITY FOR THE LISTING PROSPECTUS 95 STATEMENT REGARDING THE LISTING PROSPECTUS 95 AVAILABILITY OF THE LISTING PROSPECTUS 95 CERTAIN DEFINED TERMS 96 PRESENTATION OF FINANCIAL AND CERTAIN OTHER INFORMATION 99 FINANCIAL STATEMENTS 99 PRO FORMA FINANCIAL INFORMATION 99 AUDITORS 99 OTHER INFORMATION 99 INFORMATION DERIVED FROM THIRD PARTY SOURCES 100 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 101 EXCHANGE RATES 103 THE ALCATEL LUCENT TRANSACTION 104 BACKGROUND OF THE EXCHANGE OFFER 104 REASONS FOR THE EXCHANGE OFFER 104 REASONS FOR THE ALCATEL LUCENT BOARD OF DIRECTORS’ VIEW ON THE EXCHANGE OFFER 106 OPINION OF THE FINANCIAL ADVISOR TO THE ALCATEL LUCENT BOARD OF DIRECTORS 106 NOKIA SHAREHOLDER MEETING 107 INTENTIONS OF NOKIA OVER THE NEXT TWELVE MONTHS 108 THE MEMORANDUM OF UNDERSTANDING 116 THE EXCHANGE OFFER 116 ADDITIONAL EXCHANGE MECHANISMS 116 REPRESENTATIONS AND WARRANTIES 116 FRENCH GROUP COMMITTEE CONSULTATION 117 CONSENTS AND APPROVALS 117 CONDUCT OF THE BUSINESS PENDING THE EXCHANGE OFFER 117 NOKIA SHAREHOLDER MEETING 118 iv Table of Contents NO SOLICITATION OF ALTERNATE PROPOSALS 118 ALCATEL LUCENT BOARD RECOMMENDATION AND RELATED MATTERS 119 CHANGE IN ALCATEL LUCENT BOARD RECOMMENDATION 120 NOKIA BOARD RECOMMENDATION 120 CHANGE IN NOKIA BOARD RECOMMENDATION 121 INDEMNIFICATION AND D&O INSURANCE 121 CONDITIONS TO THE FILING OF THE FRENCH OFFER 122 TERMINATION OF THE MEMORANDUM OF UNDERSTANDING 122 TERMINATION FEES 123 STANDSTILL 123 EXCHANGE RATIO ADJUSTMENT MECHANISM 124 THE EXCHANGE OFFER 125 TERMS OF THE EXCHANGE OFFER 125 VALIDITY OF TENDERS 131 ANNOUNCEMENT OF RESULTS 131 SETTLEMENT AND DELIVERY OF SECURITIES 131 TREATMENT OF FRACTIONAL NOKIA SHARES OR NOKIA ADSS 133 SHARE ISSUANCE AND POWER OF ATTORNEY 134 CERTAIN CONSEQUENCES OF THE EXCHANGE OFFER 134 ACCOUNTING TREATMENT 135 NO APPRAISAL RIGHTS 135 FEES AND EXPENSES 135 MATTERS RELEVANT FOR HOLDERS OF OCEANES 136 LEGAL MATTERS; REGULATORY APPROVALS 139 CERTAIN RELATIONSHIPS WITH ALCATEL LUCENT AND INTERESTS OF NOKIA IN THE EXCHANGE OFFER 142 INTERESTS OF EXECUTIVE OFFICERS AND DIRECTORS OF ALCATEL LUCENT IN THE EXCHANGE OFFER 142 TREATMENT OF ALCATEL LUCENT STOCK OPTIONS AND ALCATEL LUCENT PERFORMANCE SHARES 142 STOCK MARKET INFORMATION 144 NOKIA 144 ALCATEL LUCENT 145 COMPARATIVE DATA 147 CAPITALIZATION AND INDEBTEDNESS OF NOKIA 149 DIVIDENDS AND DIVIDEND POLICY 151 NOKIA 151 ALCATEL LUCENT 151 SELECTED FINANCIAL INFORMATION 152 NOKIA 153 ALCATEL LUCENT 159 v Table of Contents UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 160 INDUSTRY OVERVIEW 179 BUSINESS 183 NOKIA 183 Overview 183 Key Strengths 184 Business Strategy 185 History 188 Nokia’s Business Operations 189 Production Facilities 197 Property, Plant and Equipment 197 List of Nokia’s Material Properties 198 Environment 199 Investments 200 Research and Development 200 Intellectual Property 202 Legal Structure 203 Employees 204 Legal Proceedings 204 Insurance 206 Material Agreements Outside the Ordinary Course of Business 206 Related Party Transactions 208 ALCATEL LUCENT 209 Overview 209 Key Strengths 210 Business Strategy 210 History 210 Alcatel Lucent’s Business Operations 210 Real Estate and Equipment 210 Environment 210 Research and Development 210 Intellectual Property 210 Legal Structure 210 Employees 211 Legal Proceedings 211 Insurance 211 Material Agreements Outside the Ordinary Course of Business 211 Related Party Transactions 211 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 212 NOKIA 212 Overview 212 The Transaction 213 Acquisitions and Divestments 213 Recent Developments 214 Prospects 215 Results of Operations – Overall 216 Results of Operations – Businesses 224 Liquidity and Capital Resources 235 Qualitative and Quantitative Disclosure of Financial Risk Management 240 vi Table of Contents ALCATEL LUCENT 249 Overview 249 Recent Developments 249 Prospects 249 Results of Operations 249 Liquidity and Capital Resources 249 Qualitative and Quantitative Disclosure of Financial Risk Management 250 Selected Critical Accounting Policies and Use of Judgments and Estimates 250 Recent and Future Changes in Accounting Policies 250 BOARD OF DIRECTORS, MANAGEMENT AND AUDITORS 251 NOKIA 251 ALCATEL LUCENT 273 OWNERSHIP STRUCTURE AND DILUTION OF OWNERSHIP 276 NOKIA 276 ALCATEL LUCENT 278 SHARES AND SHARE CAPITAL 280 NOKIA 280 ALCATEL LUCENT 315 FINNISH AND FRENCH SECURITIES MARKET 316 FINNISH SECURITIES MARKET 316 THE FINNISH BOOK-ENTRY SECURITIES SYSTEM 317 FRENCH SECURITIES MARKET 319 TAXATION 321 FINNISH TAXATION 321 FRENCH TAX CONSEQUENCES 323 LEGAL MATTERS 325 INDEPENDENT AUDITORS 325 DOCUMENTS AVAILABLE FOR INSPECTION 325 DOCUMENTS INCORPORATED BY REFERENCE 325 OTHER DOCUMENTS RELATING TO THE EXCHANGE OFFER 326 GLOSSARY 327 ANNEXES Annex A Alcatel Lucent Disclosure Annex B Memorandum of Understanding by and between Nokia Corporation and Alcatel Lucent, dated as of April 15, 2015 Annex C Independent auditor’s assurance report on the profit forecast included in the Listing Prospectus Annex D Independent auditor’s assurance report on the compilation of the pro forma financial information included in the Listing Prospectus vii Table of Contents SUMMARY Summaries are made up of disclosure requirements known as “Elements”. These Elements are numbered in Sections A—E (A.1—E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention “not applicable”. All statements in this section regarding the competitive position of Nokia or the Combined Company are based on the view of Nokia’s management unless otherwise explicitly stated. Shareholders and potential investors should note that all of the information concerning Alcatel Lucent presented in this Listing Prospectus and in particular in Annex A is solely based on publicly available information of Alcatel Lucent included in Alcatel Lucent Annual Report and Alcatel Lucent Interim Report Alcatel Lucent has filed with the SEC. Nokia confirms that this information has been accurately reproduced and that as far as Nokia is aware and is able to ascertain from information published by Alcatel Lucent, no facts have been omitted which would render the reproduced information inaccurate or misleading. Section A — Introduction and warnings A.1 Warning This summary should be read as an introduction to the Listing Prospectus. Any decision to invest in the securities should be based on consideration of the Listing Prospectus as a whole by the investor. Where a claim relating to the information contained in the Listing Prospectus is brought before a court, the plaintiff investor might, under applicable law, have to bear the costs of translating the Listing Prospectus before legal proceedings are initiated. Nokia assumes civil liability in respect of this summary only if it is misleading, inaccurate or inconsistent when read together with the other parts of the Listing Prospectus, or if it does not provide, when read together with the other parts of the Listing Prospectus, key information in order to aid investors when considering whether to invest in the securities issued by Nokia. A.2 Information to be provided Not applicable. regarding consent by the issuer or person responsible for drawing up the Listing Prospectus for the use of intermediary financial organizations 8 Table of Contents Section B — Issuer B.1 Legal and commercial name Nokia The legal and commercial name of the Company is Nokia Oyj. Parallel legal and commercial names of the Company are, in English, Nokia Corporation, and, in Swedish, Nokia Abp. Alcatel Lucent The legal name of Alcatel Lucent is Alcatel Lucent. The commercial name of Alcatel Lucent is Alcatel-Lucent. B.2 Domicile/ Legal form/ Nokia Legislation/ Country of The domicile of Nokia is Helsinki, Finland. Nokia is a public limited liability company incorporated in Finland and incorporation operating under Finnish law. Alcatel Lucent Alcatel Lucent is a French société anonyme, established in 1898, originally as a listed company named Compagnie Générale d’Électricité. Alcatel Lucent is registered at the Nanterre Trade and Companies Registry under number 542 019 096. Alcatel Lucent is subject to all laws governing business corporations in France, specifically the provisions of the commercial code and the financial and monetary code. Alcatel Lucent’s principal office is located at 148/152 Route de la Reine 92100 Boulogne-Billancourt, France. B.3 Current operations and Nokia principal activities Nokia is currently focused on three business areas: network infrastructure software, hardware and services, which is offered through Nokia Networks; mapping and location intelligence, which is provided through HERE; and advanced technology development and licensing, which is pursued through Nokia Technologies. Through its three businesses, Nokia has a global presence with operations and research and development facilities in Europe, North America and Asia, sales in approximately 140 countries, and employs approximately 64 000 people. Nokia is also a major investor in research and development (“R&D”), with expenditure through its three businesses exceeding EUR 2.5 billion in 2014. Nokia Networks is a leading vendor in the mobile infrastructure market, providing a broad range of different products, from the hardware components of networks used by network operators to software solutions supporting the efficient operation of networks, as well as services to plan, optimize, implement, run and upgrade mobile operators’ networks. HERE is a leading provider of maps and location experiences across multiple screens and operating systems and is focused on producing the most accurate and fresh map content, available across multiple devices and operating systems. Nokia Technologies develops and licenses cutting-edge innovations that are powering the next revolution in computing and mobility. Nokia Technologies is a leading innovator of the core technologies enabling the Programmable World1, where everything and everyone will be connected. Nokia Technologies is expanding Nokia’s successful patent licensing program and licensing proprietary technologies to enable its customers to build better products. 1 Nokia’s vision of the future; a world where connectivity will expand massively, linking people as well as hundreds of billions of physical objects—from cars, home appliances and smartphones, to wearables, industrial equipment and health monitors. What distinguishes the Programmable World from the Internet of Things is the intelligence that is added to data to allow people to interpret and use it, rather than just capture it. 9 Table of Contents On August 3, 2015, Nokia announced an agreement to sell its HERE digital mapping and location services business to a consortium of leading automotive companies, comprising AUDI AG, BMW Group and Daimler AG (the “HERE transaction”). The transaction is expected to close in the first quarter of 2016, subject to customary closing conditions and regulatory approvals. Upon closing of the HERE transaction, which does not affect the exchange ratio of the Exchange Offer, and assuming that the Exchange Offer has not yet been completed, Nokia will consist of two businesses: Nokia Networks and Nokia Technologies. It is currently expected that after the Exchange Offer, Nokia Networks’ business would be conducted through four business groups: Mobile Networks, Fixed Networks, Applications & Analytics and IP/Optical Networks. These business groups would provide an end-to-end portfolio of products, software and services to enable the Combined Company to deliver the next generation of leading networks solutions and services to customers. Alongside these, Nokia Technologies would continue to operate as a separate business group. Each business group would have strategic, operational and financial responsibility for its portfolio and would be fully accountable for meeting its targets. The four Networks business groups would have a common Integration and Transformation Office to drive synergies and to lead integration activities. The business group leaders would report directly to Nokia’s President and Chief Executive Officer: • Mobile Networks (MN) would include Nokia’s and Alcatel Lucent’s comprehensive Radio portfolios and most of their converged Core network portfolios including IMS/VoLTE and Subscriber Data Management, as well as the associated mobile networks-related Global Services business. This unit would also include Alcatel Lucent’s Microwave business and all of the Combined Company’s end-to- end Managed Services business. Through the combination of these assets, Mobile Networks would provide leading end-to-end mobile networks solutions for existing and new platforms, as well as a full suite of professional services and product-attached services; • Fixed Networks (FN) would comprise the current Alcatel Lucent Fixed Networks business, whose cutting-edge innovation and market position would be further supported through strong collaboration with the other business groups. This business group would provide copper and fiber access products and services to offer customers ultra-broadband end-to-end solutions to transform their networks, deploying fiber to the most economical point; • Applications & Analytics (A&A) would combine the Software and Data Analytics related operations of both companies. This comprehensive applications portfolio would include Customer Experience Management, OSS as distinct from network management such as service fulfilment and assurance, Policy and Charging, services, Cloud Stacks, management and orchestration, communication and collaboration, Security Solutions, network intelligence and analytics, device management and Internet of Things connectivity management platforms. CloudBand would also be housed in this business group, which would drive innovation to meet the needs of a convergent, Cloud-centric future; • IP/Optical Networks (ION) would combine the current Alcatel Lucent IP Routing, Optical Transport and IP video businesses, as well as the software defined networking (SDN) start-up, Nuage, plus Nokia’s IP partner and Packet Core portfolio. This business group would continue to drive Alcatel Lucent’s technology leadership, building large scale IP/Optical infrastructures for both service providers and, increasingly, web-scale and tech centric enterprise customers; • Nokia Technologies (TECH) would remain as a separate entity with a clear focus on licensing and the incubation of new technologies. Nokia Technologies would continue to have its own innovation, product development and go-to-market operations. 10