UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§240.13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13-D

(Amendment No. 6)*

Alcatel Lucent

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

ISIN No. FR0000130007

(CUSIP Number of Class of Securities)

Copies to:

September 6, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

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Schedule 13D

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This Amendment No. 6 is being filed by Nokia with respect to Alcatel Lucent Securities, and it hereby amends the statement of beneficial ownership on Schedule 13D originally filed on January 26, 2016, as amended on February 10, 2016, March 17, 2016, May 10, 2016, May 17, 2016 and June 17, 2016 (collectively with this Amendment No. 6, the “Schedule 13D”). Capitalized terms used herein and not defined have the meanings given to them in the Schedule 13D.

Item 3 is hereby amended and supplemented by adding the following:

“The maximum cash outlay for the acquisition of all the Alcatel Lucent Securities targeted by the Offer (as defined below), on the basis of the Offer price of 3.50 euros per Alcatel Lucent Share, 4.51 euros per 2019 OCEANE and 4.50 euros per 2020 OCEANE, will be 678 340 679.71 euros (excluding the related costs and expenses).

The Offer will be fully financed by Nokia’s own funds.”

Item 4 is hereby amended and supplemented by adding the following:

“On September 6, 2016, Nokia announced that it has filed Nokia and Alcatel Lucent’s draft joint offer document (projet de note d’information conjointe) with the AMF relating to Nokia’s proposed public buy-out offer in cash for the remaining Alcatel Lucent Shares, 2019 OCEANEs and 2020 OCEANEs it does not already own (the “Public Buy-Out Offer”). The Public Buy-Out Offer would be automatically followed by a squeeze-out in cash of the Alcatel Lucent Shares, 2019 OCEANEs and 2020 OCEANEs not tendered into the Public Buy-Out Offer (the “Squeeze-Out”, and together with the Public Buy-Out Offer, the “Offer”), in accordance with the General Regulation of the AMF.

The Offer will be made exclusively in France and in the United States pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) and, to the extent applicable, Rule 13e-4(h)(8) of the Exchange Act.

Nokia expects the Public Buy-Out Offer to open in the second half of September 2016, following the review and clearance of the Offer by the AMF. The Squeeze-Out would occur on the trading day following the expiration date of the Public Buy-Out Offer, which Nokia expects to occur in early October 2016.

The draft joint offer document includes, without limitation, the following previously undisclosed information:

Terms of the Offer

In the context of the Public Buy-Out Offer, Nokia is offering a consideration of:

In the Squeeze-Out, the Alcatel Lucent Shares and OCEANEs not tendered into the Public Buy-Out Offer will be transferred automatically to Nokia on the trading day after the expiration date of the Public Buy-Out Offer, for the same consideration as the above-mentioned consideration of the Public Buy-Out Offer.

The consideration of the Offer corresponds to the price paid by Nokia in cash acquisitions prior to the announcement of Nokia’s intention to file an offer on June 16, 2016. In accordance with applicable rules and regulations, the consideration of the Offer has been subject to a valuation by Société Générale, the presenting bank appointed by Nokia in connection with the Offer, and a fairness opinion has been delivered by Accuracy, the independent expert appointed by Alcatel Lucent’s Board of Directors in accordance with Article 261-1, I and II of the AMF General Regulation. The independent expert concluded in its report that the consideration of the Offer is fair for the Alcatel Lucent minority shareholders and OCEANEs holders. The valuation report of Société Générale and the fairness opinion of Accuracy are included in the draft joint offer document.

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Timetable of the Offer

The timetable for the Offer is subject to approval by the AMF. Based on an indicative timetable and assuming that the AMF clearance decision is received on September 20, 2016, the Public Buy-Out Offer would be opened on September 22, 2016 and closed on October 5, 2016. The Squeeze-Out will be implemented on the trading day after the expiration date of the Public Buy-Out Offer, which is anticipated to be October 6, 2016. The AMF will announce the definitive timetable of the Offer in due course.

Recommendation by the Board of Directors of Alcatel-Lucent

The participating members of Alcatel Lucent’s Board of Directors have unanimously determined that Nokia’s proposed Offer is in the best interests of Alcatel Lucent, its employees and stakeholders and have recommended that all holders of Alcatel Lucent Shares and OCEANEs tender their securities into the Public Buy-Out Offer. Alcatel Lucent’s Board of Directors made its decision on the basis of a number of factors further detailed in the draft joint offer document filed with the AMF, which include, inter alia, the report issued by Accuracy which concluded that the terms of the Offer by Nokia for the Alcatel Lucent Shares and OCEANEs are fair.

The forgoing description of the draft joint offer document is a summary and qualified in its entirety by the terms of the draft joint offer document, a copy of which is filed herewith as Exhibit 11 to this Amendment No. 6 and is incorporated herein by reference. The information contained in the draft joint offer document filed with the AMF and incorporated herein is preliminary and the draft is subject to future amendments before being cleared by the AMF.”

Item 5(a) is hereby amended and restated in its entirety to read as follows:

“There were 3 644 173 642 Alcatel Lucent Shares (including Alcatel Lucent Shares issuable upon conversion of OCEANEs held by Nokia) outstanding as of August 31, 2016 and 3 646 838 771 Alcatel Lucent theoretical voting rights (including Alcatel Lucent theoretical voting rights issuable upon conversion of OCEANEs held by Nokia) as of August 31, 2016.

Nokia beneficially owns (i) 3 373 845 309 Alcatel Lucent Shares, (ii) 82 608 794 Alcatel Lucent Shares issuable upon conversion of the 82 608 794 of the 2019 OCEANEs held by Nokia at the current conversion ratio of one 2019 OCEANE to one Alcatel Lucent Share and (iii) 22 233 534 Alcatel Lucent Shares issuable upon conversion of the 22 233 534 of the 2020 OCEANEs held by Nokia at the current conversion ratio of one 2020 OCEANE to one Alcatel Lucent Share.

Nokia beneficially owns 95.5% of the Alcatel Lucent Shares (including Alcatel Lucent Shares issuable upon conversion of OCEANEs held by Nokia) representing 95.4% of the total outstanding theoretical voting rights in Alcatel Lucent (including Alcatel Lucent theoretical voting rights issuable upon conversion of OCEANEs held by Nokia).

In addition to the Alcatel Lucent Securities owned by Nokia, the following individuals named on Schedule 1 hold Alcatel Lucent Securities:

Except as set forth above, to the best of Nokia’s knowledge, none of the persons named in Schedule 1 hereto is the beneficial owners of any Alcatel Lucent Securities.”

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Item 7 is hereby amended and supplemented by adding the following:

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Schedule 1

DIRECTORS AND EXECUTIVE OFFICERS

OF

NOKIA CORPORATION

The following is a list of the executive officers and directors of Nokia Corporation (“Nokia”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted for each such person. Unless otherwise indicated, the current business address of each person is Karaportti 3, FI-02610 Espoo, Finland. Capitalized terms used but not otherwise defined in this Schedule 1 have the meaning ascribed to them in the Amendment No. 2 to the Schedule 13D to which this Schedule 1 is attached.

Board of Directors of Nokia

Executive Officers of Nokia

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Exhibit Index

Exhibit 11

TRANSLATION FROM THE FRENCH VERSION FOR INFORMATION PURPOSES ONLY

This offer and this draft joint offer document remain subject to approval by the French stock market authority

PROPOSED PUBLIC BUY-OUT OFFER

FOLLOWED BY A SQUEEZE-OUT

RELATING TO THE SHARES AND BONDS CONVERTIBLE INTO

NEW SHARES OR EXCHANGEABLE FOR EXISTING SHARES

(OCEANES) OF THE COMPANY

INITIATED BY

NOKIA CORPORATION

PRESENTED BY

DRAFT JOINT OFFER DOCUMENT (PROJET DE NOTE D’INFORMATION CONJOINTE)

PREPARED BY NOKIA CORPORATION AND ALCATEL LUCENT

PRICE OF THE OFFER:

3.50 euros per Alcatel Lucent share

4.51 euros per Alcatel Lucent 2019 OCEANE

4.50 euros per Alcatel Lucent 2020 OCEANE

DURATION OF THE OFFER:

10 trading days

This draft joint offer document was prepared and filed with the French stock market authority (Autorité des marchés financiers) (the “AMF”) on September 6, 2016, in accordance with the provisions of Articles 231-13, 231-16, 231-18 and 231-19 of the general regulation of the AMF (the “AMF General Regulation”).

IMPORTANT NOTICE

Subject to the clearance decision of the AMF, following the public buy-out offer which is the subject of this draft joint offer document, the squeeze-out procedure provided by Article L. 433-4, II of the Monetary and Financial Code will be implemented. The Alcatel Lucent shares and OCEANEs not tendered into the public buy-out offer will be transferred on the trading day following the expiration date of the public buy-out offer to Nokia, in consideration for a compensation of 3.50 euros per Alcatel Lucent share, 4.51 euros per Alcatel Lucent 2019 OCEANE and 4.50 euros per Alcatel Lucent 2020 OCEANE, net of all costs.

THIS OFFER AND THIS DRAFT JOINT OFFER DOCUMENT

REMAIN SUBJECT TO APPROVAL BY THE AMF

This draft joint offer document is available on the websites of the AMF (www.amf-france.org), Nokia (www.nokia.com) and Alcatel Lucent (www5.alcatel-lucent.com). Copies of this draft joint offer document may be obtained free of charge from:

In accordance with Article 231-28 of the AMF General Regulation, the information documents relating, in particular, to the legal, financial and accounting characteristics of Nokia and Alcatel Lucent will be filed with the AMF and made available to the public, no later than the day preceding the opening of the public buy-out offer, on the same terms.

TABLE OF CONTENTS

i

ii

Pursuant to Section III of Book II, specifically Articles 236-3 and 237-1 of the AMF General Regulation, Nokia Corporation, a company organized and existing under the laws of Finland, registered in the Finnish Trade Register under number 0112038-9, with registered office at Karaportti 3, FI-02610 Espoo, Finland (“Nokia” or the “Offeror”), whose shares are admitted to trading on Nasdaq OMX Helsinki Ltd. (“Nasdaq Helsinki”) and on Compartment A of the regulated market of Euronext Paris (“Euronext Paris”) under ISIN code FI0009000681, and, in the form of American Depositary Shares (“ADSs”), on the New York Stock Exchange (“NYSE”), irrevocably proposes to the shareholders and holders of OCEANES of Alcatel Lucent, a public limited company (société anonyme) with a share capital of 176 966 565.70 euros as of August 31 2016, divided into 3 539 331 314 shares with a nominal value of 0.05 euro each, having its registered office at 148/152 route de la Reine, 92100 Boulogne-Billancourt, France, registered in the Nanterre Trade and Companies Register under number 542 019 096 (“Alcatel Lucent” or the “Company”), to purchase pursuant to this public buy-out offer (the “Public Buy-Out Offer”), which will be immediately followed by a squeeze-out procedure (the “Squeeze-Out”, and together with the Public Buy-Out Offer, the “Offer”):

The 2019 OCEANEs and the 2020 OCEANEs are collectively referred to as the “OCEANEs” and, together with the Shares, the “Securities”.

As of the date of this draft joint offer document, Nokia directly holds 3 373 845 309 Shares representing 95.32% of the share capital and 95.25% of the voting rights of Alcatel Lucent on the basis of a total number of 3 539 331 314 Shares and 3 541 996 443 voting rights of Alcatel Lucent calculated pursuant to Article 223-11 of the AMF General Regulation, as well as 82 608 794 of the 2019 OCEANEs representing 92.46% of the outstanding 2019 OCEANEs, and 22 233 534 of the 2020 OCEANEs representing 81.66% of the outstanding 2020 OCEANEs. Nokia also holds 95.15% of the Alcatel Lucent Shares on a fully diluted basis.

The Offer targets:

1

the sum of the foregoing being equal to, to the knowledge of the Offeror at the date of this draft joint offer document, a maximum number of 190 440 375 Shares;

The Alcatel Lucent Performance Shares (as defined in Section 2.4.3 of this draft joint offer document) which remain unvested at the expiration date of the Public Buy-Out Offer are not targeted by the Offer. However, the Performance Shares vested but subject to a holding period and not covered by a liquidity agreement at the expiration date of the Public Buy-Out Offer are targeted by the Offer. These Performance Shares cannot be tendered into the Public Buy-Out Offer, due to the holding obligation applicable to their beneficiary and unless such holding obligation is removed pursuant to the applicable legal and statutory provisions (disability or death of the beneficiary). These Performance Shares will be subject to the Squeeze-Out that will follow the Public Buy-Out Offer, in accordance with Articles 237-1 and 237-10 of the AMF General Regulation.

To the Offeror’s knowledge, there are no other rights, equity securities or financial instruments that may give access, immediately or in the future, to the share capital or voting rights of the Company.

In the Squeeze-Out, the Shares and OCEANEs not then held by Nokia will be transferred to Nokia in exchange for a compensation which will be the same as the unit price of the Public Buy-Out Offer, i.e. 3.50 euros per Share, 4.51 euros per 2019 OCEANE and 4.50 euros per 2020 OCEANE (each net of all costs).

In accordance with the provisions of Article 231-13 of the AMF General Regulation, Société Générale, as presenting bank of the Offer, guarantees the content and the irrevocable nature of the commitments undertaken by the Offeror in the context of the Offer.

On April 15, 2015, Nokia and Alcatel Lucent entered into a Memorandum of Understanding, as amended on October 28, 2015 (the “Memorandum of Understanding”), pursuant to which Nokia filed a public exchange offer for all Alcatel Lucent Shares and all OCEANEs with a maturity date of July 1, 2018 (the “2018 OCEANEs”), all 2019 OCEANEs and all 2020 OCEANEs (the “Public Exchange Offer”). The material events that led to the signing of the Memorandum of Understanding and a summary of the terms of the Memorandum of Understanding are set out in Nokia’s offer document relating to the Public Exchange Offer which received visa No. 15-573 of the AMF and in Alcatel Lucent’s response document relating to the Public Exchange Offer which received visa No. 15-574 of the AMF.

Pursuant to Articles 232-1 et seq. of the AMF General Regulation, Nokia filed with the AMF the proposed Public Exchange Offer on October 29, 2015. The exchange ratios offered in the Public Exchange Offer were 0.5500 Nokia share per one Share, 0.6930 Nokia share per one 2018 OCEANE, 0.7040 Nokia share per one 2019 OCEANE and 0.7040 Nokia share per one 2020 OCEANE. On November 12, 2015, the AMF declared that the Public Exchange Offer complied with applicable laws and regulations and delivered its visa on Nokia’s offer document relating to the Public Exchange Offer and on Alcatel Lucent’s response document relating to the Public Exchange Offer.

2

A parallel public exchange offer was made in the United States, on financial conditions identical to those of the Public Exchange Offer, to all holders of ADSs representing Alcatel Lucent Shares then listed on the NYSE, wherever they were located, as well as to all U.S. holders of Alcatel Lucent Shares, 2018 OCEANEs, 2019 OCEANEs and 2020 OCEANEs (The “U.S. Public Exchange Offer”).

The Public Exchange Offer and the U.S. Public Exchange Offer were opened between November 18, 2015, and December 23, 2015 (inclusive), and reopened between January 14, 2016, and February 3, 2016 (inclusive). In the context of these offers, Nokia acquired 2 795 977 950 Shares (including Alcatel Lucent Shares represented by ADSs), 211 579 445 of the 2018 OCEANEs, 57 852 372 of the 2019 OCEANEs and 72 783 038 of the 2020 OCEANEs.

Following the Public Exchange Offer and the U.S. Public Exchange Offer, Nokia held 2 795 977 950 Shares representing, after adjustment of the monthly information of Alcatel Lucent on February 15, 2016 (per the press release of the Company issued on February 22, 2016), 90.34% of the share capital and 90.25% of the voting rights of the Company, 211 579 445 of the 2018 OCEANEs representing 99.62% of the outstanding 2018 OCEANEs, 57 852 372 of the 2019 OCEANEs representing 37.18% of the outstanding 2019 OCEANEs and 72 783 038 of the 2020 OCEANEs representing 68.17% of the outstanding 2020 OCEANEs.

Following the Public Exchange Offer, on the date of settlement-delivery of the reopened offer, Nokia converted all of the OCEANEs it held.

After this conversion, Nokia held 3 229 781 374 Shares representing, after adjustment of the monthly information of Alcatel Lucent on February 15, 2016 (per the press release of the Company issued on February 22, 2016), 91.53% of the share capital and 91.45% of the voting rights of Alcatel Lucent.

On February 18, 2016, Nokia acquired 11 820 932 Shares through a privately negotiated transaction, at the exchange ratio of the Public Exchange Offer (i.e., 0.5500 Nokia share per one Alcatel Lucent Share).

On March 16, 2016, Nokia entered into an agreement with JPMorgan Chase Bank, N.A., acting as depositary in the Alcatel Lucent American depositary receipts (“ADRs”) program, relating to the acquisition of all the Alcatel Lucent Shares underlying the remaining outstanding ADRs after termination of the ADR program, which occurred on April 25, 2016. Pursuant to this agreement, Nokia acquired 107 775 949 Shares on May 9, 2016, at the exchange ratio of the Public Exchange Offer (i.e., 0.5500 Nokia share per one Alcatel Lucent Share).

On May 12, 2016, Nokia acquired 72 994 133 of the 2019 OCEANEs and 19 943 533 of the 2020 OCEANEs through a privately negotiated transaction, in consideration for the payment of 4.51 euros per 2019 OCEANE and 4.50 euros per 2020 OCEANE.

Between May 9, 2016 and May 31, 2016, Nokia acquired a total of 74 784 Shares at the exchange ratio of the Public Exchange Offer (i.e., 0.5500 Nokia share per one Alcatel Lucent Share), pursuant to liquidity agreements entered into with Alcatel Lucent stock option holders.

Also, between June 1, 2016 and June 14, 2016, Nokia acquired 24 392 270 Shares, 9 614 661 of the 2019 OCEANEs and 2 290 001 of the 2020 OCEANEs, through privately negotiated transactions, in consideration for the payment of 3.50 euros per Share, 4.51 euros per 2019 OCEANE and 4.50 euros per 2020 OCEANE.

3

As of the date of this joint draft offer document, Nokia directly holds 3 373 845 309 Shares, 82 608 794 of the 2019 OCEANEs and 22 233 534 of the 2020 OCEANEs, representing 95.32% of the share capital and 95.25% of the theoretical voting rights of Alcatel Lucent, and 95.15% of the Shares on a fully diluted basis.

In accordance with the provisions of Articles L. 233-7 et seq. of the French Commercial Code, the following thresholds crossing declarations have been submitted by Nokia to the AMF and to the Company following the transactions mentioned in Section 1.1.1 of this draft joint offer document:

To the Offeror’s knowledge, and on the basis of the information communicated by the Company, the share capital and voting rights of Alcatel Lucent are held as follows as of August 31, 2016:

4

Since Nokia holds more than 95% of Shares on a fully diluted basis and of the Alcatel Lucent voting rights, it filed with the AMF this proposed Public Buy-Out Offer which will be followed by a Squeeze-Out relating to all of the Shares and OCEANEs not held by Nokia, in accordance with the provisions of Article 236-3 of the AMF General Regulation.

The Offer is being done to consolidate Nokia’s ownership of Alcatel Lucent and acquire 100% of Alcatel Lucent to complete the combination of the businesses of the two companies. The Offer will then allow Alcatel Lucent and its subsidiaries to be fully integrated in the Nokia group (together, the “Nokia Group”).

The implementation of the Squeeze-Out will eliminate Alcatel Lucent’s regulatory and administrative obligations related to the admission of its Securities to trading on Euronext Paris and will consequently reduce the related costs.

Minority shareholders and holders of Alcatel Lucent OCEANEs will obtain full and immediate liquidity for their Securities.

The Offeror has appointed Société Générale to carry out a valuation of the Shares and OCEANEs, which is summarized in Section 4 of this draft joint offer document.

Furthermore, pursuant to the provisions of Article 261-1, I and II of the AMF General Regulation, Alcatel Lucent appointed Accuracy, represented by Messrs. Bruno Husson and Henri Philippe, as independent expert (the “Independent Expert”) responsible for assessing the financial conditions of the Offer. The report of the Independent Expert (the “Independent Expert Report”), which concludes that the price proposed to the shareholders and holders of OCEANEs in the context of the Public Buy-Out Offer is fair, is reproduced in full in Section 5 of this draft joint offer document.

The implementation of the Offer does not alter the industrial, commercial and financial strategy of Nokia toward Alcatel Lucent described in Nokia’s offer document relating to the Public Exchange Offer.

The proposed Offer is a continuation of the Public Exchange Offer which permitted the combination between Nokia and Alcatel Lucent and the creation of an innovation leader in next generation technology and services for an IP-connected world. The headquarters of the Nokia Group is in Finland with strategic business locations and major R&D centers in France, as well as in Germany, the United States and China. The strategic goal of the combination was to create a combined company with an end-to-end portfolio scope and scale and leading global positions across next generation network technologies and services.

Nokia believes that Nokia and Alcatel Lucent have highly complementary assets, technologies and portfolios, bringing together fixed and mobile broadband, IP routing, core networks, cloud applications and services, as well as complementary geographical exposures, with particular strength in the United States, China, Europe and Asia-Pacific.

The combination is expected to create access to an expanded addressable market. In addition, together the companies are expected to be better equipped to meet the increasingly complex needs of customers globally given industry trends, including global telecommunications consolidation and convergence; expansion to quad-play offerings and delivering seamless experiences across multiple screens and applications; timing of the 5G investment cycle; and transition to the cloud.

5

The Nokia Group also utilizes its unique innovation capabilities and is expected to be in a position to accelerate development of future technologies including 5G, IP and software-defined networking, the cloud and analytics.

In addition, Nokia expects to maintain its long-term financial objective of returning to an investment grade credit rating and intends to manage the capital structure of the Nokia Group accordingly, including by retaining adequate gross and net cash positions and by proactively reducing indebtedness. Nokia intends to optimize its capital structure, including maintaining an efficient capital structure and continuing annual dividend payments following completion of the Offer.

The Nokia Group targets approximately EUR 1.2 billion of total annual cost savings to be achieved in full year 2018 compared to the combined non-IFRS operating costs of Nokia and Alcatel Lucent for full year 2015, excluding Nokia Technologies.

The commitments of Nokia in France relating to employment remain materially the same as those described in Nokia’s offer document relating to the Public Exchange Offer:

6

The commitments of Nokia made in the context of the foreign investments approval in France relating to the Public Exchange Offer remain the same as those described in Nokia’s offer document relating to the Public Exchange Offer, as summarized below.

Alcatel Lucent is represented by three board members in the combined company. Nokia shares have been admitted to trading on the regulated market of Euronext Paris. The combined company will establish or keep the adequate legal entities in France and comply with French regulations related to sensitive contracts.

Nokia expects to benefit from becoming a deeply embedded part of France, tapping into and helping develop the technology ecosystem of the country. Nokia will invest further in the digital innovation ecosystem in France following the completion of the transaction, primarily through the establishment of a long-term investment fund in the range of EUR 100 million. This fund will mainly target the Internet of Things, cyber-security and software platform enablers for next generation networks.

Nokia intends to support the development of the overall telecom ecosystem in France and to ensure continuity of Alcatel Lucent’s current initiatives. This involves playing an active role in the government’s “Industry of the Future” program, funding academic tuition, programs and chairs, situating technology experts within France (such as within Bell Labs France), and continuing Alcatel Lucent’s involvement in major initiatives such as Pôles de compétitivité Systematic, Cap Digital, and Images and Réseaux. Nokia will also develop three industrial platforms and networks prototypes in France within the fields of 5G, Industrial Internet / Internet of Things connectivity and cyber-security.

Following the completion of the combination, Nokia, which will remain headquartered in Finland, intends to leverage the combined strengths of the companies’ strategic business locations and major R&D centers in other countries, including Finland, Germany, the United States and China.

Nokia has committed, upon completion of the combination, to providing regular updates to the French government as the integration of the two companies progresses.

7

Nokia’s board of directors consists of eight members. The members of the board of directors of Nokia who were previously directors of Alcatel Lucent are Louis R. Hughes, Jean C. Monty and Olivier Piou, with Mr. Piou serving as vice chairman of the Nokia board of directors.

As of the date of this draft joint offer document, the board of directors of Nokia, for a term ending at the close of the Annual General Meeting in 2017, is comprised of the following members:

Effective from September 1, 2016, the Nokia Group Leadership Team, led by Rajeev Suri, is comprised of the following twelve members (the President and Chief Executive Officer, four business group leaders and seven unit leaders):

8

Ramzi Haidamus, former President of Nokia Technologies and member of the Nokia Group Leadership Team, stepped down from the Nokia Group Leadership Team effective from September 1, 2016. Brad Rodriguez, currently head of strategy and business development in Nokia Technologies, assumed the role of acting President of Nokia Technologies, while the company search for a permanent successor is on-going.

It is not anticipated that the composition of the corporate and management bodies of Nokia will be modified as a result of the Offer.

On January 8, 2016, following the success of Nokia’s Public Exchange Offer, the composition of the board of directors of Alcatel Lucent was modified to reflect the new ownership structure of the Company.

Risto Siilasmaa, Rajeev Suri, Timo Ihamuotila, Maria Varsellona and Samih Elhage have been coopted to the board of directors of Alcatel Lucent. These cooptations have been ratified by the shareholders of Alcatel Lucent at the 2016 Annual General Meeting held on June 21, 2016. In addition, Marc Rouanne was appointed as a director at that general meeting.

The mandate of chairman of the board of directors and Chief Executive Officer of Philippe Camus, who was confirmed in his position following the success of the Public Exchange Offer, ended with effect as of June 21, 2016. The board of directors, at its meeting of June 21, 2016, resolved to segregate the positions of Chairman of the board of directors and Chief Executive Officer. Upon the recommendation of the Corporate Governance and Nominating Committee, as of June 21, 2016, Marc Rouanne was appointed Chairman of the board of directors and Olivier Durand was appointed Chief Executive Officer of the Company.

As of the date of this draft joint offer document, the board of directors of Alcatel Lucent is comprised of the following members:

The board of directors of Alcatel Lucent also includes two board observers allowing the presence of employees of the Company or of a company of the Alcatel Lucent Group during meetings of the board of directors:

9

The composition of the board of directors of Alcatel Lucent is expected to be modified to reflect the shareholding of the Company as a result of the Offer.

As of the date of this draft joint offer document, the Chief Executive Officer of the Company is Olivier Durand.

As of June 21, 2016, the Management committee is comprised of the following members:

The Offer will allow the minority shareholders and holders of OCEANEs of Alcatel Lucent to obtain full and immediate liquidity for their Securities.

As a result of the delisting of the Company Securities from Euronext Paris, the Offer eliminates Alcatel Lucent’s regulatory and administrative obligations related to the admission to trading of its Securities on Euronext Paris and therefore reduces the related costs; it being specified that the Offeror’s shares are admitted to trading on the Nasdaq Helsinki, on Euronext Paris and, in the form of ADSs, on the NYSE.

The elements of assessment of the price of the Offer are specified in Section 4 of this draft joint offer document.

This proposed Offer is made in the context of the combination of Nokia and Alcatel Lucent initiated through the Public Exchange Offer. Upon announcing the combination on April 15, 2015, Nokia announced that the combined company would target approximately EUR 900 million of annual operating cost synergies to be achieved on a full year basis in 2019. On October 29, 2015 Nokia accelerated the target of approximately EUR 900 million of annual operating cost synergies to be achieved on a full year basis in 2018, relative to the combined non-IFRS results of Nokia and Alcatel-Lucent for full year 2015. In conjunction with the publication of Nokia’s first quarter 2016 results on May 10, 2016, Nokia updated its annual operating cost synergy target to above EUR 900 million of net operating cost synergies to be achieved in full year 2018.

In conjunction with the publication of Nokia’s second quarter and half year 2016 results on August 4, 2016, Nokia transformed its previously announced annual operating cost synergy target to an overall cost savings program, which also includes other cost savings measures that are not related to the combination of Nokia and Alcatel Lucent. Nokia currently targets approximately EUR 1.2 billion of total annual cost savings to be achieved in full year 2018 compared to the combined non-IFRS operating costs of Nokia and Alcatel Lucent for full year 2015, excluding Nokia Technologies.

10

Under this cost savings program, restructuring and associated charges are expected to total approximately EUR 1.2 billion, of which approximately EUR 600 million was recorded in Q2 2016.

Related restructuring and associated cash outflows are expected to total approximately EUR 1.65 billion, which includes the approximately EUR 450 million balance of restructuring and associated cash outflows that were provisioned for but not yet paid as of the beginning of Q2 2016, related to previous Nokia and Alcatel-Lucent restructuring and cost savings programs. In addition to the above amounts, Nokia’s overall charges and cash outflows will include amounts related to network equipment swaps. The charges related to network equipment swaps will be recorded as non-IFRS exclusions, and therefore will not affect Nokia’s non-IFRS operating profit.

As of the date of this draft joint offer document, a merger of the Company with the Offeror or any company of its group is not under consideration.

The dividend distribution policy of Alcatel Lucent will continue to be determined by the managing bodies of the Company in regards to the distribution capabilities, financial situation and needs of the Company.

Alcatel Lucent has not distributed any dividends in the last eight fiscal years.

Other than the Liquidity Mechanism covering the Stock-Options and the Performance Shares described in Section 2.4.4 of this draft joint offer document, to the knowledge of Nokia, no other agreements exist that may have a material impact on the assessment of the Offer or its outcome.

Pursuant to the provisions of Articles 231-13, 236-3 and 237-1 of the AMF General Regulation, on September 6, 2016, Société Générale, acting as presenting bank, on behalf of the Offeror, filed with the AMF both the proposed Offer in the form of a public buy-out offer followed by a squeeze-out (offre publique de retrait suivi d’un retrait obligatoire) relating to the Alcatel Lucent Shares and OCEANEs not held by Nokia and the draft joint offer document.

The Offeror irrevocably undertakes to purchase from Alcatel Lucent’s shareholders and holders of OCEANEs all Shares and OCEANEs targeted by the Offer that are tendered into the Public Buy-Out Offer, at a price of 3.50 euros per Share, 4.51 euros per 2019 OCEANE, and 4.50 euros per 2020 OCEANE, during a 10 trading days period.

The Shares and OCEANEs which are not tendered into the Public Buy-Out Offer will be transferred to the Offeror in the context of the Squeeze-Out on the trading day following the expiration date of the Public Buy-Out Offer, in consideration for 3.50 euros per Share, 4.51 euros per 2019 OCEANE, and 4.50 euros per 2020 OCEANE, net of all costs.

In accordance with Article 231-13 of the AMF General Regulation, Société Générale guarantees the content and the irrevocable nature of the commitments undertaken by the Offeror in the context of the Offer.

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As of the date of this draft joint offer document, Nokia directly holds 3 373 845 309 Shares representing 95.32% of the share capital and 95.25% of the voting rights of Alcatel Lucent, as well as 82 608 794 of the 2019 OCEANEs representing 92.46% of the outstanding 2019 OCEANEs, and 22 233 534 of the 2020 OCEANEs representing 81.66% of the outstanding 2020 OCEANEs. Nokia also holds 95.15% of the Alcatel Lucent Shares on a fully diluted basis.

The Offer targets:

the sum of the foregoing being equal to, to the knowledge of the Offeror at the date of this draft joint offer document, a maximum number of 190 440 375 Shares;

The Alcatel Lucent Performance Shares (as defined in Section 2.4.3 of this draft joint offer document) which remain unvested at the expiration date of the Public Buy-Out Offer are not targeted by the Offer. However, the Performance Shares vested but subject to a holding period and not covered by a liquidity agreement at the expiration date of the Public Buy-Out Offer are targeted by the Offer. These Performance Shares cannot be tendered into the Public Buy-Out Offer, due to the holding obligation applicable to their beneficiary and unless and unless such holding obligation is removed pursuant to the applicable legal and statutory provisions (disability or death of the beneficiary). However, these Performance Shares will be subject to the Squeeze-Out that will follow the Public Buy-Out Offer, in accordance with Articles 237-1 and 237-10 of the AMF General Regulation.

To the Offeror’s knowledge, there are no other rights, equity securities or financial instruments that may give access, immediately or in the future, to the share capital or voting rights of the Company.

The proposed Offer has been filed with the AMF on September 6, 2016. A notice of filing will be published by the AMF on its website (www.amf-france.org).

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In accordance with the provisions of Article 231-16 of the AMF General Regulation, this draft joint offer document is made available free of charge to the public at the registered offices of the Offeror and the Company, and at Société Générale, and has been published on the websites of the AMF (www.amf-france.org), the Offeror (www.nokia.com) and Alcatel Lucent (www5.alcatel-lucent.com). In addition, a press release relating to the terms of the Offer was issued on September 6, 2016.

This Offer and this draft joint offer document remain subject to approval by the AMF.

After having assessed that the Offer complies with the applicable legal and regulatory provisions, the AMF will publish a duly reasoned clearance decision on its website. This clearance decision will be deemed to constitute a visa of the draft joint offer document.

The joint offer document having received the clearance from the AMF and the “other information” documents relating, in particular, to the legal, financial and accounting characteristics of the Offeror and the Company, will be made available to the public free of charge, pursuant to Article 231-28 of the AMF General Regulation, no later than on the day preceding the opening of the Public Buy-Out Offer, at the registered office of the Offeror, the Company and at Société Générale. The same will also be available on the websites of the AMF (www.amf-france.org), the Offeror (www.nokia.com) and the Company (www5.alcatel-lucent.com).

Pursuant to Articles 231-27 and 231-28 of the AMF General Regulation, a press release indicating the means by which these documents are made available will be published by the Offeror and the Company at the latest on the second trading day following the clearance decision of the AMF regarding the joint offer document, and at the latest on the day preceding the opening of the Public Buy-Out Offer regarding the “other information” documents relating, in particular, to the legal, financial and accounting characteristics of the Offeror and the Company.

Prior to the opening of the Public Buy-Out Offer, the AMF will publish a notice of opening and timetable of the Offer, and Euronext Paris will publish a notice announcing the timetable and the main characteristics of the Public Buy-Out Offer, as well as the condition of implementation of the Squeeze-Out, including the date of its implementation.

On June 10, 2014, Alcatel Lucent issued 167 500 000 OCEANEs with a maturity date of January 30, 2019 (the “2019 OCEANEs”). The terms and conditions of the 2019 OCEANEs are set out in the securities note included in the prospectus that received the visa No. 14-254 of the AMF on June 2, 2014, established for the issuance of the 2019 OCEANEs and 2020 OCEANEs. The 2019 OCEANEs, which have a par value of 4.11 euros, with an annual interest rate of 0%, and a maturity date of January 30, 2019, are convertible or exchangeable at any time after July 20, 2014, and provide a right to one new or existing Alcatel Lucent Share for every one 2019 OCEANE, subject to the adjustments provided for by the prospectus and pursuant to the conditions of the said prospectus. To the Offeror’s knowledge, 89 348 315 of the 2019 OCEANEs are outstanding at the date of this draft joint offer document, of which 82 608 794 are directly held by the Offeror, representing 94.46% of the outstanding 2019 OCEANEs.

On June 10, 2014, Alcatel Lucent issued 114 499 995 OCEANEs with a maturity date of January 30, 2020 (the “2020 OCEANEs”). The terms and conditions of the 2020 OCEANEs are set out in the securities note included in the prospectus that received the visa No. 14-254 of the AMF on June 2, 2014, established for the issuance of the 2019 OCEANEs and 2020 OCEANEs. The 2020 OCEANEs, which have a par value of 4.02 euros, with an annual interest rate of 0.125%, and a

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maturity date of January 30, 2020, are convertible or exchangeable at any time after July 20, 2014, and provide a right to one new or existing Alcatel Lucent Share for every one 2020 OCEANE, subject to the adjustments provided for by the prospectus and pursuant to the conditions of the said prospectus. To the Offeror’s knowledge, 27 225 985 of the 2020 OCEANEs are outstanding at the date of this draft joint offer document, of which 22 233 534 are directly held by the Offeror, representing 81.66% of the outstanding 2020 OCEANEs.

Holders of OCEANEs may tender their OCEANEs into the Public Buy-Out Offer in accordance with the procedures set out in Section 2.5 of this draft joint offer document.

According to the terms of the prospectus relating to the issuance of the OCEANEs, holders of OCEANEs may convert/exchange the OCEANEs they hold into/against Alcatel Lucent Shares. In such case, the conversion/exchange ratio applicable to the OCEANEs will not be adjusted as a result of the Offer.

The exercise date of the request to exercise the OCEANEs conversion/exchange right must, in any case, be prior to September 30, 2016 at 5 p.m., Paris time, in order for the Shares to be delivered prior to the expiration date of the Public Buy-Out Offer or, as the case may be, the Squeeze-Out.

If a request to exercise the OCEANEs conversion/exchange right occurs after September 30, 2016 at 5 p.m., Paris time, no Shares will be delivered and the OCEANEs will be covered by the Squeeze-Out.

In accordance with the terms of the OCEANEs, with the Public Exchange Offer having resulted in a change of control of Alcatel Lucent, any holder of OCEANEs has, at his or her sole discretion, been able to request the early redemption in cash of the OCEANEs held at par plus, as applicable, accrued interest from the date interest was last paid, pursuant to the terms of the prospectus relating to the issuance of the OCEANEs.

Upon completion of the initial period of the Public Exchange Offer, the Company informed the holders of OCEANEs of a change of control by means of a notice issued by the Company on January 22, 2016, and published on its website (www5.alcatel-lucent.com). A notice was issued by Euronext Paris on the same day.

Holders of OCEANEs could request early redemption of their OCEANEs between January 22, 2016 and February 12, 2016. The date set for early redemption was February 26, 2016. The redemption price was 1.81170 euros for the 2018 OCEANEs, 4.11 euros for the 2019 OCEANEs and 4.02037 euros for the 2020 OCEANEs.

Since less than 15% of the issued 2018 OCEANEs remained outstanding, pursuant to the terms of the 2018 OCEANEs, on March 21, 2016, the Company redeemed at par value plus accrued interests from the date interest was last paid to the date set for the early redemption all outstanding 2018 OCEANEs.

The early redemption price was 1.80 euro plus accrued interests, i.e., a total of 1.81672 euros per 2018 OCEANE.

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Holders of the 2018 OCEANEs could exercise their rights to the allocation of Shares until the 7^th working day (inclusive) prior to the date set for early redemption, i.e., until March 10, 2016.

The Company has granted stock options (the “Stock Options”) pursuant to several plans during 2007, 2008, 2009, 2010, 2011, 2012 and 2013, the main features of which are set out on pp. 164 et seq. of the 2015 reference document (Document de Référence) of the Company filed with the AMF on April 28, 2016 under No. D. 16-0427 and available on the websites of the Company (www5.alcatel-lucent.com) and the AMF (www.amf-france.org). For the 2014 financial year, it was agreed in the Memorandum of Understanding entered into between Nokia and Alcatel Lucent on April 15, 2015, that the allocation of Stock Options would be replaced by the allocation of Company Shares under conditions similar to the ones described in Section 2.4.2.2 of this draft joint offer document.

To the knowledge of the Offeror, as of August 31 2016, there were 13 076 307 Stock Options outstanding, out of which (i) 199 751 Stock Options are exercisable and covered by a liquidity agreement (as described in Section 2.4.4 of this draft joint offer document) which are therefore not targeted by the Offer, (ii) 12 782 240 Stock Options are exercisable and the Shares resulting from their exercise are immediately transferable and may be tendered into the Public Buy-Out Offer, according to the procedure set forth in Section 2.5 of this draft joint offer document and (iii) 94 316 Stock Options are unvested and not exercisable unless such vesting is accelerated (in particular in case of disability or death of the beneficiary) in which case the Stock Options will be exercisable and the Shares resulting from their exercise will be immediately transferable and may be tendered into the Public Buy-Out Offer, according to the procedure set forth in Section 2.5 of this draft joint offer document. It is contemplated that the Stock Options referred to in (ii) and (iii) be converted into Stock Option Units (see Section 2.4.2.3 of this draft joint offer document).

In the context of the Public Exchange Offer, Alcatel Lucent offered to holders of Stock Options granted before April 15, 2015, the execution date of the Memorandum of Understanding, an option to accelerate their rights to exercise their Stock Options subject to certain conditions, including that the Public Exchange Offer is successful, that the beneficiaries satisfy the presence condition on the last day of the initial offer period of the Public Exchange Offer (December 23, 2015) and that they accept that all of their Stock Options covered by the acceleration as well as all the vested Stock Options (except, as the case may be, those which were subject to a tax lock-up period provided by French or Belgian law) would be exercised and that their Shares resulting from the exercise of these Stock Options would be sold on the open market no later than two trading days prior to the last day of reopened offer period of the Public Exchange Offer.

However, the beneficiaries were released from their commitment to exercise the Stock Options and sell the resulting Shares when the sum of the exercise price of these Stock Options and the costs and expenses relating to this exercise and to the sale of the Shares resulting from such exercise was higher than the sale price of their Shares. These beneficiaries had irrevocably accepted the terms and conditions of the liquidity agreement described in Section 2.4.4.1 of this draft joint offer document with respect to these unexercised Stock Options. Likewise, these beneficiaries had irrevocably accepted the terms and conditions of the liquidity agreement described in Section 2.4.4.1 of this draft joint offer document with respect to the Stock Options subject to a tax lock-up period provided by French law or Belgian law, unless they opted for an acceleration agreement that covers such Stock Options.

In certain jurisdictions, the mechanisms described above were adapted to applicable legal, regulatory or other local constraints.

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With respect to the beneficiaries of Stock Options who did not accept the acceleration, the terms and conditions of their Stock Options remained unchanged, including the presence conditions. Some of these beneficiaries may also benefit from a liquidity mechanism, under certain conditions and insofar as applicable regulations allowed it (see Section 2.4.4.1 of this draft joint offer document).

Alcatel Lucent had considered granting (but did not grant) a stock-options plan for the financial year 2014. In lieu of this stock-options plan, Alcatel Lucent offered to the persons who would be beneficiaries of such plan unrestricted Shares according to the following ratio: one Share for each two stock-options. Such grant was subject to the Public Exchange Offer being successful, the beneficiaries satisfying the presence condition on the last day of the initial offer period of the Public Exchange Offer (December 23, 2015) and accepting that their Shares thus received would be sold on the market no later than two trading days before the last day of the reopened offer period of the Public Exchange Offer.

In certain jurisdictions, the mechanisms described above were adapted to the applicable legal, regulatory or other local constraints.

On September 13, 2016, a proposal will be made to the Alcatel Lucent shareholders at a general meeting to decide the conversion in instruments settled in cash of the Stock Options not yet exercised and not covered by a liquidity agreement (the “Stock Option Units”).

The terms and conditions of these Stock Option Units will be embedded in a Stock Option Units plan which will be adopted by the Company’s board of directors upon delegation from the Company shareholders’ general meeting.

This Stock Option Units plan will provide that the grant date, the vesting period, the exercise price and the exercise period for such Stock Option Units will remain as set out in the Alcatel Lucent Stock Options plan for the Stock Options that are being replaced.

The acquisition of all the rights attached to those Stock Option Units will remain subject to a condition of presence, i.e., the beneficiaries of Stock Option Units shall maintain their position as salaried employees of the Nokia Group, at the expiration date of this acquisition period.

Following the acquisition of the Stock Option Units, the beneficiaries will be able to exercise them at any time during an eight-year period from the granting date of the Alcatel Lucent Stock Options that these Stock Option Units will replace, at the exercise price of the replaced Alcatel Lucent Stock Options. Upon exercise of these Stock Option Units, the beneficiaries will receive, for each Stock Option Unit exercised, an amount in cash equal to the difference between (i) the value of one Alcatel Lucent Share and (ii) the exercise price of the Stock Option Unit increased by any taxes and/or fees applicable to the exercise of the Stock Option Unit.

For purposes of the preceding paragraph, the value of one Share will be equal to the stock price of a Nokia share on Nasdaq Helsinki at the closing of business of the trading day preceding the exercise date multiplied by the exchange ratio of the Public Exchange Offer as adjusted following the decision of Nokia’s shareholders’ general annual meeting held on June 16, 2016 to pay a special dividend of 0.10 euro per Nokia share (i.e., an exchange ratio equal to 0.5610 Nokia share for one Alcatel Lucent Share) and subject to further adjustments in accordance with the terms of the Stock Option Unit Plan.

In certain jurisdictions, the mechanism described above may be adapted to legal, regulatory or any other applicable constraints.

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The Company has allocated performance shares (the “Performance Shares”) free of charge within the framework of several plans during 2008, 2009, 2010, 2011, 2012, 2013, 2014, and 2015, the main features of which are set out on pp. 158 et seq. of the 2015 reference document (Document de Référence) of the Company filed with the AMF on April 28, 2016 under No. D. 16-0427, available on the websites of the Company (www5.alcatel-lucent.com) and the AMF (www.amf-france.org).

To the knowledge of the Offeror, as of August 31 2016, there were 9 770 752 unvested Performance Shares (all granted in the context of the plan of September 15, 2014 or July 29, 2015), out of which (i) 9 424 910 unvested Performance Shares are covered by a liquidity agreement (as described in Section 2.4.4 of this draft joint offer document) which are therefore not targeted by the Offer, and (ii) 345 842 unvested Performance Shares are not covered by a liquidity agreement and are targeted by the Offer in the event such vesting is accelerated, in which case the Shares resulting from their vesting may be tendered into the Public Buy-Out Offer, according to the procedure set forth in Section 2.5 of this draft joint offer document or, in the event such Shares are subject to a holding period, will be subject to the Squeeze-Out, according to the procedure set forth in Section 2.6 of this draft joint offer document. In addition, 95 137 vested Performance Shares that remain subject to a holding period which is not expected to expire at the expected expiration date of the Public Buy-Out Offer or the implementation of the Squeeze-Out (all granted in the context of the plan of July 12, 2013) are targeted by the Offer.

In the context of the Public Exchange Offer, Alcatel Lucent offered to holders of the unvested Performance Shares granted before April 15, 2015, the execution date of the Memorandum of Understanding, to waive their rights under the Performance Shares plans in exchange for an indemnity payable in Shares free from any performance conditions, but subject to the conditions that the Public Exchange Offer is successful, that the beneficiaries satisfy the presence condition on the last day of the initial offer period of the Public Exchange Offer (December 23, 2015) and that they accept that their Shares thus received would be sold on the market no later than 2 trading days prior to the last day of the reopened offer period of the Public Exchange Offer.

In certain jurisdictions, the mechanism described above has been adapted to legal, regulatory or any other applicable constraints.

The terms and conditions of the Performance Shares of the beneficiaries who did not accept such waiver remained unchanged, including the presence or performance requirement. However, the Alcatel Lucent board of directors decided, regarding the performance conditions, to modify them in case of Reduced Liquidity (as defined in section 2.4.4.1 of this draft joint offer document), in order to replace the stock market price of Shares by the stock market price of Nokia shares as reference stock market price and to adjust the representative reference sample of Alcatel Lucent peers by withdrawing Nokia from it. As from February 12, 2015, at least one of the Reduced Liquidity conditions was fulfilled – the Offeror holding more than 85% of the Shares of the Company – and thus, the revised performance conditions are now applicable.

Some beneficiaries benefited from a liquidity mechanism, under certain conditions and subject to applicable regulations (see Section 2.4.4.1 of this draft joint offer document).

With respect to the Performance Shares subject to a vesting period and granted in 2015, the beneficiaries benefit from a liquidity mechanism (see Section 2.4.4.2 of this draft joint offer document).

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On September 13, 2016, a proposal will be made to the Alcatel Lucent shareholders at a general meeting to authorize the board of directors to amend the September 15, 2014 Performance Shares plan to (i) remove the relevant performance condition, (ii) waive, as of August 31, 2016, the presence condition provided for in the rules of the Performance Shares Plan dated September 15, 2014 and (iii) replace the 4-year vesting period of these Performance Shares by a vesting period of two years followed by a 2-year holding period, in accordance with the provisions of the then applicable Article L. 225-197-1 of the French Commercial Code.

However, liquidity agreements were offered to beneficiaries of Performance Shares granted under the plan of September 15, 2014:

The acceleration will not apply to beneficiaries of Performance Shares who accepted these liquidity agreements.

Therefore, all the Performance Shares initially granted pursuant to the Performance Shares plan of September 15, 2014, with the exception of those covered by one of the liquidity agreements as described above, will be acquired by their beneficiaries on September 16, 2016 (instead of September 16, 2018).

The Performance Shares which will be acquired on September 16, 2016 cannot be tendered into the Public Buy-Out Offer, due to the holding obligation applicable to their beneficiary and unless such holding obligation is removed pursuant to the applicable legal and statutory provisions (disability or death of the beneficiary). Nonetheless, these Performance Shares will be subject to the Squeeze-Out, in accordance with Articles 237-1 and 237-10 of the AMF General Regulation.

Pursuant to the Memorandum of Understanding, the Offeror proposed, between November 18, 2015 and December 23, 2015, a liquidity agreement to the French tax residents who, as a result of tax constraints, are beneficiaries of the following plans:

The liquidity agreement was also offered to Belgian tax residents who are beneficiaries of the Stock Options Plan No. A0713COBE2 dated July 12, 2013, provided that they opted for the taxation of these Stock Options and that they committed to holding these Stock Options in accordance with applicable law.

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Pursuant to this liquidity agreement, in the event of (i) a delisting of the Company Shares, (ii) Nokia holding more than 85% of the Company Shares or (iii) an average daily trading volume of Company Shares on Euronext Paris falling below 5 million Shares for 20 consecutive trading days (a “Reduced Liquidity”), the Shares to be received by holders of Stock Options will be automatically exchanged for Nokia shares, or the cash equivalent of the market value of such Nokia shares. This liquidity agreement also provides that, in the event of Reduced Liquidity, the relevant Alcatel Lucent Performance Shares are to be automatically exchanged by Nokia for Nokia shares, or for the cash equivalent of the market value of such Nokia shares, shortly after expiration of the lock-up period.

As from February 12, 2015, at least one of the Reduced Liquidity conditions is fulfilled and thus, the revised performance conditions are now applicable.

The liquidity agreement relating to the Stock-Options plan n° A0812NHFR2 dated August 13, 2012, has already been executed and, between May 9, 2016 and May 31, 2016, Nokia acquired a total of 74 784 Shares according to the exchange ratio of the Public Exchange Offer (i.e., 0.5500 Nokia share per one Alcatel Lucent Share).

A liquidity agreement has also been entered into with the holders of non-vested and vested Stock-Options as described in Section 2.4.2.1 of the draft joint offer document. This liquidity agreement is also settled, as described above, either in Nokia shares or in a cash amount amounting to the market value of such Nokia shares. This liquidity agreement has been accepted by the beneficiaries at the same time they accepted the acceleration agreement.

In addition, a liquidity agreement has been offered between July 25, 2016 and August 26, 2016 to the holders of vested Stock Options not covered by the selling undertaking described in Section 2.4.2.1 of this draft joint offer document and for which the sum of the exercise price and the costs and expenses relating to this exercise and the sale of the Shares resulting from such exercise represented more than 90% of the Alcatel Lucent Share price as of the closing of the last day of the reopened offer period of the Public Exchange Offer on Euronext Paris. This liquidity agreement is also settled, as described above, either in Nokia shares or in a cash amount amounting to the market value of such Nokia shares.

The exchange ratio applicable to these liquidity agreements, which was the same as the exchange ratio of the Public Exchange Offer, i.e., 0.5500 Nokia share per one Alcatel Lucent Share, has been adjusted following the decision taken by the Annual General Meeting of Nokia held on June 16, 2016 to pay a special dividend of 0.10 euro per Nokia share. The exchange ratio is now of 0.5610 Nokia share per one Alcatel Lucent Share. The exchange ratio as adjusted is subject to further adjustments in the event of certain financial transactions performed by Nokia or Alcatel Lucent, in order for the holders of Stock Options and beneficiaries of Performance Shares to obtain the same value in Nokia shares or in cash that they would have obtained had such a transaction not taken place.

Due to legal, regulatory or any other applicable constraints in certain jurisdictions, the liquidity mechanism described above was not offered to certain beneficiaries of Options or only the cash settlement option is available.

Pursuant to the Memorandum of Understanding, the Offeror has agreed to enter into a liquidity agreement with all beneficiaries of Performance Shares granted after April 15, 2015, pursuant to which, in case of a Reduced Liquidity at the date of expiration of the applicable vesting period, all Performance Shares will be automatically exchanged by Nokia for Nokia shares, or for the cash equivalent of the market value of such Nokia shares, shortly after expiration of such vesting period.

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The exchange ratio applicable to the liquidity agreement, which was the same as the exchange ratio of the Public Exchange Offer, i.e., 0.5500 Nokia share per one Alcatel Lucent Share, has been adjusted following the decision taken by the Annual General Meeting of Nokia held on June 16, 2016 to pay a special dividend of 0.10 euro per Nokia share. The exchange ratio is now of 0.5610 Nokia share per one Alcatel Lucent Share. The exchange ratio is subject to further adjustments in the event of certain financial transactions of Nokia or Alcatel Lucent, in order for the beneficiaries of Performance Shares to obtain the same value in Nokia shares or in cash that they would have obtained had such a transaction not taken place.

In certain jurisdictions, only the cash settlement option is available in respect of those liquidity agreements due to legal, regulatory or any other applicable constraints.

The Offeror has proposed to the beneficiaries of the Performance Shares granted pursuant to the Performance Shares plan of July 12, 2013 or the Performance Shares plan of September 15, 2014, which were not covered by a liquidity agreement offered to the beneficiaries within the context of the Public Exchange Offer (see Section 2.4.4.1 of this draft joint document), a liquidity agreement pursuant to which the Performance Shares held by the beneficiary will be automatically exchanged, at the end of the vesting period of the Performance Shares or, if applicable, at the end of the holding period of the Performance Shares, by Nokia, at Nokia’s discretion, for either:

Due to legal, regulatory or any other applicable constraints, the liquidity mechanism described above was not offered to beneficiaries of Performance Shares located in Australia, Iran, Morocco and Saudi Arabia and only the cash settlement option is available in certain jurisdictions.

Holders of such Performance Shares had between September 2, 2016 and September 12, 2016 to accept this proposal.

The beneficiaries of the Performance Shares acquired pursuant to the Performance Shares Plan of July 12, 2013, subject to a holding period, informed the Company that they were not willing to enter into this liquidity agreement.

The mutual fund supervisory board (conseil de surveillance du Fonds Commun de Placement Actionnariat) of Alcatel Lucent (“FCP 2AL”), has tendered the Shares it held into the Public Exchange Offer. In January 2016, the FCP 2AL was renamed Fonds Commun de Placement Actionnariat Nokia (“FCP AN”). As of the date of this draft joint offer document, the FCP AN no longer holds any Shares.

The Public Buy-Out Offer will remain open for a 10 trading day period, in accordance with the provisions of Article 236-7 of the AMF General Regulation.

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The Public Buy-Out Offer will be conducted through purchases on the market, the settlement-delivery being made as and when the orders are executed, within two trading days after each order is executed. The trading fees (i.e., the brokerage fees and the corresponding VAT) will remain the responsibility of the shareholders and holders of OCEANEs tendering their Securities, it being specified that the compensation offered in the context of the Squeeze-Out will be net of all costs. The member of the buying market, acting for the account of the Offeror, is Société Générale (member 4403).

The Securities tendered into the Public Buy-Out Offer must be freely transferable and free from all liens, pledges and all other security or encumbrance restricting the free transfer of their ownership. The Offeror reserves the right to disregard any Securities tendered into the Public Buy-Out Offer that do not meet this requirement.

The Company shareholders or the holders of OCEANEs whose Shares or OCEANEs are held through a financial intermediary (credit institutions, investment firms, etc.) and who wish to tender their Shares and/or OCEANEs into the Public Buy-Out Offer, on the conditions set forth in this draft joint offer document, must give an order to such financial intermediary to irrevocably sell their Securities in accordance with the form provided by such intermediary no later than on the expiration date of the Public Buy-Out Offer.

The Company shareholders or the holders of OCEANEs whose Shares or OCEANEs are registered in nominative form shall first convert them into bearer form to tender them into the Public Buy-Out Offer. As a consequence, in order to tender their Securities into the Offer, the Company shareholders or the holders of OCEANEs shall request, as soon as possible, from the proxies of the Company (BNP Paribas Securities Services regarding the Shares and CACEIS Corporate Trust regarding the OCEANEs) the registration of their Shares or OCEANEs in bearer form with an authorized intermediary.

In accordance with the provisions of Articles 237-1 and 237-10 of the AMF General Regulation, following the Public Buy-Out Offer, the Shares and OCEANEs that have not been tendered into the Public Buy-Out Offer, except for the Shares covered by a liquidity agreement, will be transferred to the Offeror (regardless of the country of residence of the holders of such Shares and OCEANEs) in exchange for a compensation of 3.50 euros per Share, 4.51 euros per 2019 OCEANE and 4.50 euros per 2020 OCEANE (net of all costs), on the trading day following the expiration date of the Public Buy-Out Offer.

A notice informing the public of the Squeeze-Out will be published by the Offeror in a newspaper carrying legal notices in the vicinity of the Company’s registered office pursuant to Article 237-3 of the AMF General Regulation.

The amount of the compensation will be transferred, net of all costs, on the trading day following the expiration date of the Public Buy-Out Offer, on a block account opened for this purpose at Société Générale, acting as centralizing agent of the compensation transactions. After the closing of the accounts of the affiliates, Société Générale, upon the presentation of the certificates indicating the balance (attestations de solde) issued by Euroclear France, will transfer to the financial intermediaries holding securities accounts (établissements dépositaires teneurs de comptes) the amount of the compensation due to them, and the latter will credit the accounts of the relevant Alcatel Lucent shareholders and holders of OCEANEs for the compensation that is due to them.

In accordance with Article 237-6 of the AMF General Regulation, unallocated funds for the compensation of Shares and OCEANEs whose legal beneficiaries remain unknown will be retained by Société Générale for a period of ten (10) years from the date of the Squeeze-Out and transferred to the Caisse des dépôts et consignations upon the expiry of this period. These funds will be made available to the legal beneficiaries subject to the thirty-year limitation period, after which they will be transferred to the French State.

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The Alcatel Lucent Shares and OCEANEs will be delisted from the regulated market of Euronext Paris the trading day following the expiration date of the Public Buy-Out Offer, date of implementation of the Squeeze-Out.

As promptly as practicable following completion of the Squeeze-Out and subject to applicable law, the Offeror intends to cause the Company to deregister the Alcatel Lucent Shares from the U.S. Securities and Exchange Commission and terminate the reporting obligations of the Company under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”).

Prior to the opening of the Public Buy-Out Offer, the AMF will publish a notice of opening and timetable of the Offer (avis d’ouverture et de calendrier), and Euronext Paris will publish a notice setting out the characteristics and timetable of the Public Buy-Out Offer as well as the conditions of implementation of the Squeeze-Out, and in particular its implementation date.

An indicative timetable is set forth below:

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The total fees, costs and expenses incurred by the Offeror in connection with the Offer, including commissions, fees and other costs related to external financial, legal and accounting advice and of any other experts and consultants, as well as communication costs, is estimated to be approximately EUR 10 million, excluding tax.

The maximum cash outlay for the acquisition of all the Alcatel Lucent Securities targeted by the Offer, on the basis of the Offer price of 3.50 euros per Share, 4.51 euros per 2019 OCEANE and 4.50 euros per 2020 OCEANE, will be 678 340 679.71 euros (excluding the related costs and expenses).

The Offer will be fully financed by Nokia’s own funds.

The Offer is being made exclusively (i) in France and (ii) in the United States pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) and, to the extent applicable, Rule 13e-4(h)(8) of the Exchange Act.

This draft joint offer document is not intended to be distributed in any country other than France and the United States.

The Offer is not subject to the control and/or authorization of any regulatory authority whatsoever outside France and the United States and no steps will be taken for that purpose. Holders of Shares and OCEANEs outside of France and the United States cannot participate in the Public Buy-Out Offer unless they are permitted to do so pursuant to the local law applicable to them. Participation in the Public Buy-Out Offer and the distribution of this draft joint offer document may be subject to restrictions outside of France and the United States. The Public Buy-Out Offer is not directed, directly or indirectly, to persons who are subject to such restrictions. Persons who are in possession of this draft joint offer document must comply with the restrictions in force in their countries. Failure to comply with such restrictions may constitute a breach of applicable laws and regulations.

The Offeror will not bear any responsibility in case of breach by any person of applicable legal or regulatory restrictions.

This draft joint offer document and the other documents relating to the Offer do not constitute an offer to sell or purchase transferable financial instruments or a solicitation of such an offer in any country in which such an offer or solicitation is illegal or to any person to whom such an offer or solicitation could not be duly made. Holders of Shares and OCEANEs located outside of France and the United States can only tender into the Offer if such tender is permitted pursuant to the laws applicable to them.

The Offer will be made for the securities of a French company and is subject to French disclosure requirements which are different from those in the United States. The Offer will be made in the United States pursuant to an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) and, to the extent applicable, Rule 13e-4(h)(8) of the Exchange Act and otherwise in accordance

23

with the requirements of the French Financial and Monetary Code and the General Regulation of the AMF (as referred to in this draft joint offer document). Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.

The Offeror is not providing any United States income tax advice to shareholders resident in the United States, or otherwise subject to U.S. tax laws. Such persons are solely responsible for determining the tax consequences of (i) participating in the Public Buy-Out Offer and (ii) the Squeeze-Out and are urged to consult their own tax advisors regarding the tax consequences of (i) participating in the Public Buy-Out Offer and (ii) the Squeeze-Out in light of their particular circumstances including the tax consequences under state, local and non-U.S. tax law and the possible effects of changes in tax law.

Because the Offeror is located in a non-U.S. jurisdiction, and some or all of its officers and directors are residents of non-U.S. jurisdictions, it may be difficult for a U.S. holder of Securities to enforce its rights or pursue a claim arising out of the U.S. federal securities laws. U.S. holders of Securities may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.

While the Public Buy-Out Offer is being made available to holders of Shares and OCEANEs in the United States, the right to tender is not being made available in any jurisdiction within the United States in which the making of such Public Buy-Out Offer or the right to tender such Shares and OCEANEs would not be in compliance with the laws of such jurisdiction.

In the current state of French legislation, the tax regime applicable to the holder of Securities who will sell these Securities in the context of the Offer is described below.

However, the attention of the holders of Securities of the Company who will participate to the Offer is drawn to the fact that this information constitutes a mere summary of the tax regime in force and is not meant to represent an exhaustive analysis of all tax effects likely to be applicable to an Alcatel Lucent shareholder or holder of OCEANEs, and that their specific situation must be examined by their usual tax advisor. This summary is based on the French legal provisions currently in force. It is therefore likely to be affected by changes in French tax rules (which could have, as the case may be, a retroactive effect) and by their interpretation by the French tax administration as well as the French courts.

Holders who are not tax residents of France must also comply with the tax legislation in force in their country of residence taking into account, as the case may be, international tax treaties that have been entered into between France and the said country.

Individuals who perform stock exchange transactions in similar conditions that would characterize an activity exercised by an individual performing that kind of transactions on a professional basis or having recorded their Shares as assets in their commercial balance sheet are invited to contact their usual tax advisor with respect to the tax treatment that will apply to their specific situation.

24

Pursuant to the provisions of Article 150-0 A et seq., 158-6 bis and 200 A of the French General Tax Code (the “FTC”) applicable to the sale of securities and corporate entitlements, net capital gains resulting from the sale of Shares by individuals subject to the provisions of this Section, equal to the difference between the proposed price in the context of the Offer net of all costs and taxes paid by the seller and the fiscal value of the Shares for the seller are taken into account for the computation of the total net income and subject, from the first euro, to the progressive income tax rate scale, after application of an allowance for ownership duration provided for by Article 150-0 D of the FTC, equal to:

For the application of this allowance, the ownership duration is, except in some cases, calculated from the date of subscription or purchase of the Shares.

In accordance with the provisions of Article 150-0 D 11° of the FTC, as interpreted by the French administrative doctrine published at BOI-RPPM-PVBMI-20-10-40 No. 10, dated April 11, 2016, losses potentially suffered upon the sale of the Shares in the context of the Offer can only be set-off against gains of the same nature realized during the same year or the ten following years (no set-off against global income is allowed). The sale of Shares in the context of the Offer will have the effect to put an end to any potential tax deferral (sursis ou report d’imposition) of which a shareholder may have benefited in prior transactions with respect to the same Alcatel Lucent Shares.

Individuals who carry forward net capital losses or who suffer a loss upon the sale of Shares in the context of the Offer, as well as individuals who could have benefited from a prior tax deferral with respect to their Shares are invited to consult their usual tax advisor in order to determine the rules applicable to them.

Capital gains resulting from the sale of Shares, before application of the allowance for ownership duration described above, will also be subject to social security contributions at the global rate of 15.5% allocated as follows:

25

Apart from the general social security contribution, which is deductible at a rate of 5.1% from the total taxable income of the year of its payment, these social security contributions are not deductible from taxable income.

According to Article 223 sexies of the FTC, taxpayers liable to pay income tax are subject to an exceptional contribution on high incomes applicable when the reference income of the taxable household as defined in the Article 1417, 1°, IV of the FTC, without applying the quotient rules defined in Article 163-0 A of the FTC, exceeds certain limits.

This contribution is computed using the following rates:

The reference income includes in particular the net capital gains resulting from the transfer of Shares realized by the concerned taxpayers, prior to the application of the allowance for ownership duration.

The Alcatel Lucent Shares may be held as part of a PEA. Individuals who hold their Shares as part of a PEA can participate in the Offer.

Subject to certain conditions, a PEA allows (i) during the duration of the PEA, a total or partial exemption of income tax for the income and capital gains derived from the investments made as part of the PEA, subject in particular to the condition that such income and capital gains remain invested in the PEA, and (ii) at the time of the closing of the PEA (if it occurs more than five years after the opening date of the PEA, including in the case of a partial withdrawal occurring after five years but before eight years after the opening date of the PEA) or at the time of a partial withdrawal (if it occurs more than eight years after the opening date of the PEA), an exemption from income tax of the net gain realized since the opening of the PEA. However, such net gain remains subject to the social security contributions described in Section 2.10.1.1(a)(ii) of this draft joint offer document, it being specified that the global rate of these social security contributions may vary (between 0% and 15.5%) depending on the date the relevant gain was made.

Capital losses incurred within a PEA may in principle only be set-off against capital gains realized in the same framework. However, in case of (i) early closing of the PEA before the expiration of the fifth year from its opening, or (ii) under certain conditions, closing of the PEA following the expiration of the fifth year from the opening of the PEA, the capital losses incurred within a PEA may be set-off against capital gains of the same nature realized during the same year or the following ten years.

The transfer, in the context of the Offer, of Shares held within a PEA, should not constitute a withdrawal from the PEA, so long as the incomes resulting from this transfer are credited in the cash account of the PEA.

It is recommended to individuals holding Shares within a PEA to consult their usual tax advisor about the tax regime applicable to their situation.

26

In case of transfer of Shares acquired following the exercise of Alcatel Lucent Stock Options, the gain realized upon exercise of the Stock-Options (equal to the difference between (i) the opening stock-market price of the Alcatel Lucent Share on the exercise date and (ii) the exercise price of the Stock Option, plus if applicable the fraction of any discount taxed as salary on the exercise date of the Stock Options, will be subject:

In addition, the gain realized upon exercise of the Stock Options will also be subject to the social security contributions on investment income and, as the case may be, to the employee contribution pursuant to Article L. 137-14 of the Social Security Code (payable upon transfer of the shares resulting from the exercise of Stock Options granted from October 16, 2007);

In addition, the capital gain that may be realized upon tendering the above-mentioned Share into the Offer, equal to the difference between, on the one hand, the price of the Offer, and on the other hand, the opening stock-market price of such Share on the exercise date of the Stock Option, will be subject to the standard tax regime applicable to capital gains realized by individuals, with potential benefit of the allowance for ownership duration and application of the social security contributions at a global rate of 15.5%, as described in Sections 2.10.1.1(a)(i) et 2.10.1.1(a)(ii) of this draft joint offer document.

The above-mentioned gain realized upon exercise of the Stock Options and capital gain are taken into account for the computation of the reference income to which applies, as the case may be, the exceptional contribution on high income described in Section 2.10.1.1(a)(iii) of this draft joint offer document.

Holders of Shares subscribed or acquired in the context of a Stock Options plan who tender their Shares into the Offer at a price below their real value upon the Stock Options’ exercise date, as well as holders of Shares resulting from the exercise of Stock Options granted, as the case may be, before April 27, 2000 wishing to tender their Shares into the Offer, are invited to contact their usual tax advisor in order to determine the tax regime applicable to their situation.

27

In case of transfer of Shares acquired in the context of Performance Shares plans, the acquisition gain (equal to the real value of the Share on the day of its definitive vesting) will be subject, with respect to the Performance Shares granted before September 28, 2012, unless the beneficiary opts for the application of the progressive scale of the income tax as per ordinary compensation, if the Shares remain unavailable without being leased during a minimum period of two years from the definitive vesting of the Shares, to income tax at a rate of 30%. In addition, the acquisition gain will be subject to social security contributions and, as the case may be, to the employee contribution provided by Article L. 137-14 of the Social Security Code (payable upon transfer of the shares resulting from the acquisition of restricted shares granted from October 16, 2007).

In addition, the capital gain that may be realized upon tendering the above-mentioned Share into the Offer, equal to the difference between, on one hand, the price of the Offer, and on the other hand, the opening stock-market price of such Share on the date of the definitive vesting, will be subject to the standard tax regime applicable to capital gains realized by individuals according to the provisions of Articles 150-0 A et seq. of the FTC, with potential benefit of the allowance for ownership duration, and application of the security social contributions at a global rate of 15.5%, as described in Sections 2.10.1.1(a)(i) et 2.10.1.1(a)(ii) of this draft joint offer document.

The above-mentioned acquisition gain and capital gain are taken into account for the computation of the reference income to which applies, as the case may be, the exceptional contribution on high income described in Section 2.10.1.1(a)(iii) of this draft joint offer document.

Holders of Shares acquired in the context of Alcatel Lucent Performance Shares plans in other situations than those described in this Section are invited to contact their usual tax advisor.

The tax treatment described below applies only to legal entities which are subject in France to corporate income tax under standard conditions and which do not hold the Shares in connection with a permanent establishment or a fixed base in another State.

Capital gains resulting from the sale of Shares in the context of the Offer are generally included in the taxable income of the legal entity which is subject to corporate income tax at the ordinary rate (currently 33 ¹⁄₃%) increased by, if applicable, (i) a social security contribution amounting to 3.3% (Article 235 ter ZC of the FTC) calculated on the amount of corporate income tax due after deduction of an allowance which cannot exceed EUR 763 000 per twelve-month period, and (ii) potentially, for the corporate income taxpayers realizing a turnover exceeding EUR 250 000 000, an exceptional surcharge equal to 10.7% of the corporate income tax as determined before deduction of tax reductions or tax credits of all kinds, with respect to the fiscal year ending before or on December 30, 2016 (Article 235 ter ZAA of the FTC).

However, companies with turnover (net of tax) that is below EUR 7 630 000, and with a fully paid-up capital of which 75% has been continuously held during the relevant fiscal year by individuals or by entities that comply with these conditions, benefit from a reduced corporate income tax rate of 15%, within the limit of a taxable income of EUR 38 120 per twelve-month period, and are also exempt from the 3.3% and 10.7% additional contributions.

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In case of capital losses incurred on the sale of Shares in the context of the Offer, these capital losses will generally be deductible from the taxable income of the legal entity under the standard conditions laid down by law.

Finally, the tendering of the Shares to the Offer may put an end to any tax deferral (sursis ou report d’imposition) from which the holders of these Shares could have benefited with respect to prior transactions. Shareholders liable to corporate income tax which may be in this situation are invited to contact their usual tax advisor.

In accordance with the provisions of Article 219 I-a quinquies of the FTC, the net capital gains resulting from the sale of shares which qualify as “titres de participation” and are held for at least two years are exempted from corporate income tax except for the recapture of a portion of costs and expenses equal to 12% of the gross amount of capital gains realized that will be subject to the standard rate of corporate income tax plus, if applicable, the additional contributions mentioned in Section 2.10.1.20 of this draft joint offer document.

For the application of Article 219 I-a quinquies of the FTC, “titres de participation” means (a) shares qualifying as titres de participations for accounting purposes, (b) shares acquired pursuant to a public tender offer or public exchange offer in respect of the company which initiated such offer, as well as (c) securities that are eligible to the parent-subsidiary tax regime (as defined in Articles 145 and 216 of the FTC) if these securities are registered as titres de participation in the accounts or in a special subdivision of another account corresponding to their accounting qualification, with the exception of the securities of companies predominantly dealing in real estate and securities of companies established in a non-cooperative state or territory within the meaning of Article 238-0 A of the FTC.

The conditions for offsetting and carrying forward long-term capital losses are determined by specific tax rules, and taxpayers are invited to consult their usual tax advisors.

Subject to the provisions of any applicable tax treaty, capital gains resulting from the sale of Shares by shareholders who are either non-residents of France within the meaning of Article 4 B of the FTC or have their headquarters outside France, are generally exempt from tax in France provided that (i) these capital gains are not attributable to a permanent establishment or to a fixed basis subject to taxation in France, (ii) the rights held, directly or indirectly, by the transferor with his spouse, their ascendants or their descendants, in the profits of the company whose shares are transferred, have not, at any time during the five year-period preceding the sale, exceeded, together, 25% of such profits (Articles 244 bis B and C of the FTC), (iii) the securities sold have not been acquired through an employee and executive officer profit-sharing system (i.e., a stock-options plan, a performance shares plan or a share acquisition plan), and (iv) seller is not resident, established or incorporated in a non-cooperative state or territory within the meaning of article 238-0 A of the FTC.

Subject to the provisions of any applicable tax treaty, capital gains from Alcatel Lucent Shares will be, as the case may be, taxable in France at a flat rate of 75%, regardless of the percentage of the rights held by the seller, if the seller is domiciled, established or incorporated outside of France in a non-cooperative state or territory within the meaning of Article 238-0 A of the FTC. The list of the non-cooperative states or territories is published by ministerial decree and updated annually.

Shareholders who do not fulfil the conditions to benefit from tax exemption are invited to contact their usual tax advisor. The shareholders of the Company who are not French tax residents are invited to consider their particular tax situation with their usual tax advisor, in particular in order to take into account the tax regime applicable in their country of tax residence.

29

Holders of Shares who are subject to a tax regime other than those described above, in particular taxpayers who perform stock exchange transactions in similar conditions to those which characterize an activity exercised by an individual performing that kind of transactions on a professional basis or who have booked their Shares as assets in their commercial balance sheet, are invited to contact their usual tax advisor to be informed of the specific tax treatment applicable to their situation in the context of the Offer.

Net capital gains resulting from the sale of OCEANEs in the context of the Offer will be subject to the standard tax regime relating to the capital gains on transfer of securities realized by individuals, as described above in Section 2.10.1.1(a)(i) of this draft joint offer document, it being specified however that they are not eligible to the allowance for ownership duration set out in Article 150 0-D of the FTC.

Pursuant to Article 150-0 D 11° of the FTC, as interpreted by the French administrative doctrine published at BOI-RPPM-PVBMI-20-10-40 No. 10, dated April 11, 2016, losses suffered due to the sale of the OCEANEs in the context of the Offer can only be set-off against gains of the same nature realized during the same year or the ten following years (no set-off against global income is allowed).

In addition, the sale of OCEANEs in the context of the Offer will have the effect to put an end to any potential tax deferral (sursis ou report d’imposition) from which a shareholder may have benefited with respect to prior transactions on the same OCEANEs.

Capital gains incurred will also be subject to the social security contributions at a global rate of 15.5%, under the regime described in Section 2.10.1.1(a)(ii) of this draft joint offer document.

They will also be accounted for in the computation of the reference income to which applies, as the case may be, the exceptional contribution on high incomes described in Section 2.10.1.1(a)(iii) of this draft joint offer document.

Individuals who have carry-forward net capital losses or who suffer a loss upon the sale of OCEANEs in the context of the Offer, as well as individuals who could have benefited in prior transactions of a tax deferral (sursis ou report d’imposition) with respect to their OCEANEs are invited to consult their usual tax advisor in order to determine the rules applicable to their situation.

Capital gains and losses resulting from the sale of OCEANEs in the context of the Offer are subject to the tax regime described in Section 2.10.1.2(a) of this draft joint offer document.

The OCEANEs do not fall within the scope of Article 219 I-a quinquies du FTC.

30

Subject to the provisions of any applicable tax treaty, capital gains resulting from the sale of Alcatel Lucent OCEANEs by holders who are either non-residents of France within the meaning of Article 4 B of the FTC or have their headquarters outside France, are generally exempt from tax in France provided that these capital gains are not attributable to a permanent establishment or to a fixed basis subject to taxation in France.

In any event, holders of OCEANEs who are not French tax residents are invited to consider their particular tax situation with their usual tax advisor, in particular in order to take into account the tax regime applicable in their country of tax residence.

Holders of Alcatel Lucent OCEANEs who are subject to a tax regime other than those described above, in particular taxpayers holding Alcatel Lucent OCEANEs who perform stock exchange transactions in similar conditions to those which characterize an activity exercised by an individual performing that kind of transactions on a professional basis, or who have booked their Alcatel Lucent OCEANEs as assets in their commercial balance sheet, are invited to contact their usual tax advisor to be informed of the specific tax treatment applicable to their situation in the context of the Offer.

As of August 31 2016 and to the Company’s knowledge, the share capital of Alcatel Lucent was 176 966 565.70 euros, and was divided into 3 539 331 314 Shares of 0.05 euro par value each, fully paid up and all of the same class.

Article 7 of the articles of association of the Company provides that, in addition to applicable thresholds pursuant to statutory and legal provisions, any person holding or acquiring, directly or indirectly through companies themselves controlled by the Company within the meaning of Article L. 233-3 of the French Commercial Code, a number of Company Shares equal to or higher than:

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Similar notification requirements apply when said thresholds are crossed as a result of reduced share ownership.

In case of failure to comply with the disclosure requirements described herein, the defaulting shareholder shall be deprived, within the limits and conditions set out by the French Commercial Code, of his or her voting rights relating to the number of shares exceeding such threshold at the request of one or several shareholders holding at least 3% of the share capital of the Company.

The articles of association do not provide for any restriction on the transfer of the Company Shares.

To Alcatel Lucent’s knowledge, there is no contractual clause providing for preferential conditions on the transfer or purchase of Shares and relating to at least 0.5% of its share capital or voting rights pursuant to Article L. 233-11 of the French Commercial Code.

The terms and conditions of the liquidity agreements offered to holders of Stock Options and to beneficiaries of Performance Shares pursuant to which Shares received by the holders of Stock Options upon exercise of their Stock Options and Performance Shares designated in these agreements will be exchanged for Nokia shares as described in Section 2.4.4 of this draft joint offer document.

To Alcatel Lucent’s knowledge, as of August 31, 2016, the share capital and voting rights of Alcatel Lucent are held as described in Section 1.1.3 of this draft joint offer document.

Since April 26, 2016, the Company has been informed of the crossing of the following thresholds:

The declarations relating to the crossing of legal thresholds and thresholds set forth in the Company’s articles of association (from January 1, 2015 to April 26, 2016) appear on page 262 of the 2015 reference document (Document de Référence) of the Company filed with the AMF on April 28, 2016 under number D.16-0427.

None.

See Section 2.4.5 of this draft joint offer document.

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To Alcatel Lucent’s knowledge, as of the date of this draft joint offer document, there is no agreement between shareholders that may entail restrictions on Share transfers or the exercise of voting rights.

Pursuant to Article 12 of its articles of association, the Company is managed by a board of directors consisting of no less than six members and no more than fourteen members who are elected by the general meeting of shareholders.

Pursuant to Article 13 of the articles of association of Alcatel Lucent, the members of the board of directors are appointed for a period of three years, subject to applicable provisions relating to age limits. They may be reelected subject to the same provisions. However, they may be appointed for a period of one or two years, in order to stagger the directors’ terms of office.

If the number of directors who have reached the age of 70 years exceeds one third of the members of the board in office, the oldest director(s) shall automatically be deemed to have resigned from his or her duties at the ordinary shareholders’ meeting called to approve the accounts of the financial year in which the proportion of directors over 70 years was exceeded, unless the proportion was re-established in the interim.

Pursuant to applicable laws and regulations, only the extraordinary general meeting may amend the articles of association of the Company.

The extraordinary general meeting is validly held only when the shareholders present or represented at a meeting called pursuant to the first notice hold a quarter of the shares with voting rights, or hold a fifth of the Shares with voting rights at a meeting called on second notice. If the quorum is not met pursuant to the second notice, the meeting may be postponed to a date no later than two months after the date on which it had been called.

Resolutions at an extraordinary general meeting are passed by a two-thirds majority of the votes cast by the shareholders present or represented.

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In addition to the general powers granted to the board of directors by law and by the articles of association, the board of directors has been granted the following authorizations by the general meetings of shareholders held on May 28, 2014 and May 26, 2015 regarding the issuance or the repurchase of securities as described below:

The Offer does not entail any change of control of the Company.

None.

The Offer initiated by Nokia relates to Alcatel Lucent shares and OCEANEs.

Nature
Characteristics
(ceiling, discount)
% Capital
Utilization
Remaining % Capital
General meeting of May 28, 2014
AUTHORIZATION – VALIDITY: 38 MONTHS
Stock-Options (resolution 21)
Directors and executive officers: up to 6% of the total amount of grants (i.e. below 0.12% of the share capital); without discount 2.0% None 2.0%
General meeting of May 26, 2015
AUTHORIZATIONS – VALIDITY: 18 MONTHS
Share repurchase
(resolution 11) — 10% None 10%
Share cancellation
(resolution 12) — 10% None 10%
ISSUANCE OF SECURITIES – VALIDITY: 26 MONTHS
Maximum global
amount applicable
to all dilutive and
non-dilutive
issuances: EUR
56.5 million
Capital increase WITH PSR
(resolution 13)
Global ceiling: EUR 56.5 million (1 130 million shares); Maximum nominal amount of debt securities: EUR 5 billion
40%(1)
None
40%
Capital increase WITHOUT PSR
(resolutions 14 to 17 and 19)
Public offer WITH priority subscription period
(resolution 14 )
Ceiling: EUR 28.25 million (565 million shares) ; Maximum nominal amount of debt securities: EUR 5 billion; Maximum discount of 5%; Priority subscription period of at least 5 days
20%(1)
None
20%
Maximum amount applicable to dilutive issuances and without priority subscription period: EUR 14.1 million (10% of the capital)
Public offer WITHOUT priority subscription period
(resolution 14 )
Ceiling: EUR 14.1 million (282 million shares); Maximum nominal amount of debt securities: EUR 5 billion; Maximum discount of 5%
10%(1)
None
10%
Private placement (Art L. 411-2 II of the French Monetary and Financial Code)
(resolution 15)
Maximum discount of 5%
10%(1)
None
10%
Greenshoe
(resolution 16)
15% of the initial issuance
15% of the initial issuance(1)
None
N/A
Contributions in kind
(resolution 17)
—
10%(1)
None
10%
Determination of price under public offer and private placement
(resolution 19)
Flexibility of the reference period; Maximum discount of 5%
10%(1)
None
N/A
Capital increase by capitalization of reserves, profits, premiums
(resolution 18)
EUR 5 billion
EUR 5 billion
None
—
ISSUANCE RESERVED TO EMPLOYEES AND EXECUTIVE DIRECTORS – VALIDITY : 26 MONTHS
Capital increase reserved to employees
(resolution 20)
Maximum discount of 5%
2.0%
None
2.0%
Performance shares
(resolution 21)
Executive Directors: limit of 6% of the grants (that is, less than 0.09% of the capital)
1.5%
0.35%
1.15%
(1) On the basis of a share capital as of December 31, 2014: 141 million euros, i.e., 2 820.4 million shares of 0.05 euro nominal value
PSR: Preferential Subscription Right

34

The Offer prices proposed by the Offeror are fixed at 3.50 euros per Alcatel Lucent share, at 4.51 euros per Alcatel Lucent OCEANE 2019 and at 4.50 euros per Alcatel Lucent OCEANE 2020.

The appraisal of the following Offer prices results from the valuation report developed by Société Générale, acting as presenting bank of the Offer on behalf of Nokia (the “Presenting Bank”) and with full agreement with Nokia, especially for the different valuation methodologies and assumptions retained.

The elements provided to assess the squeeze-out price have been prepared on the basis of a multi-criteria analysis according to the commonly used valuation methodologies taking into account the specificities of Alcatel Lucent, its size and its activity. The analysis below has been underpinned on the basis of (i) the financial information provided by Alcatel Lucent and public information sources available (including the 2015 Alcatel Lucent annual report (document de référence) filed with the AMF on April 28, 2016 and the half-year report of 2016 released on August 5, 2016), (ii) the business plan of the company (provided by Alcatel Lucent) as described below in Section 4.1.1 of this draft joint offer document, (iii) the business plan of synergies relating to the combination with Nokia (provided by Alcatel Lucent and Nokia including elements disclosed by Nokia in their half year 2016 results) and (iv) the discussions held with the management of Alcatel Lucent.

It was not in the aim of Société Générale to validate this information nor to verify or evaluate the business plan used to appraise the assets and liabilities of Alcatel Lucent.

The valuation of Alcatel Lucent has been performed based on a multi-criteria approach, for which four main methodologies have been retained:

And for illustrative purpose:

The analysis presented for the appraisal of the Offer price has been based on the two business plans provided by Alcatel Lucent (i) for Alcatel Lucent standalone excluding the combination with Nokia (ii) for the synergies related to the combination with Nokia.

The Alcatel Lucent business plan is based on a perimeter before the change of control but takes into account the following items: (i) update of the budget exchange rates used by Nokia and (ii) update of the allocation of shared costs to align with Nokia accounting and reporting policy.

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Alcatel Lucent also transmitted to the Presenting Bank a detailed synergies business plan including the breakdown by nature and by activity of operational synergies for the combined entity. The amount of synergies is in line with data made publicly available by Nokia and Alcatel Lucent.

Adjustments from enterprise value to equity value retained as of August 24, 2016 are based on the latest Alcatel Lucent financial statements as of June 30, 2016. Deferred tax assets are valued separately as described below.

In addition to gross financial debt (retained at book value) net of cash (net financial debt), items for enterprise value to equity value bridge include the following non-operating balance sheet items: minority interests, pension provisions, associates and other financial assets and specific provisions.

In addition, tax savings have been identified and valued.

Other items, included in Alcatel Lucent half-year 2016 financial statements in connection with the combination with Nokia have been adjusted in order to keep a standalone Alcatel Lucent perimeter.

No dividend has been paid by Alcatel Lucent for 2015.

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Summary table of entreprise value to equity value bridge as of June 30, 2016:

The number of retained Shares corresponds to the total number of Shares issued, as communicated by Alcatel Lucent, decreased by the number of treasury shares and increased by the number of Shares to be issued by the exercise of Stock Options in the money calculated according to the “treasury stock method” on the basis of a reference price per Alcatel Lucent Share of 3.50 euros.

Number of Shares retained is based on the latest financial statements published by Alcatel Lucent (half-year results on June 30, 2016).

The valuation of Alcatel Lucent has been performed based on a multi-criteria approach for which the following methodologies have been retained:

The valuation date retained by the Presenting Bank for the present analysis has been set as of August 24, 2016.

Valuations resulting from the following methodologies also include the value of synergies estimated on the basis of information provided by Alcatel Lucent management:

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Alcatel Lucent Shares are listed on Euronext Paris (ISIN code: FI0000130007). The company terminated its ADR program, effective February 24, 2016.

Since closing of the reopened offer, the volumes of Alcatel Lucent Shares traded have significantly decreased due to the reduction of the free-float trading.

The Offer price was assessed based on historical Shares prices as of August 24, 2016 of which Alcatel Lucent market capitalization amounted to €12.3bn.

The following table presents premia represented by the Offer price of 3.50 euros per Share:

Alcatel Lucent

Source: Datastream

Historical averages are based on calendar days

The Offer price represents a premium ranging from 0.0% to 20.7% compared to the Share prices from this methodology.

In the context of the Offer, this approach consists of retaining as a valuation reference the price paid by Nokia to acquire Alcatel Lucent Shares on / off the market over the past 12 months. In order to reach the mandatory 95% threshold to launch a public buy-out offer, Nokia acquired off the market and in cash Alcatel Lucent Shares at a unit price of 3.50 euros per Alcatel Lucent Share as disclosed by the company on June 16, 2016.

This approach consists of discounting all future cash flows available to Alcatel Lucent shareholders and debt holders of Alcatel Lucent.

The discounted cash flow analysis has been performed on the following assumptions:

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The terminal value is based on normative cash flows and cash flows have been discounted as of June 30, 2016.

Based on these assumptions, the terminal value represents 76% of enterprise value implied by this methodology.

The Presenting Bank furthermore performed a valuation of the synergies using a similar methodology:

The addition of the present value of the synergies to the value obtained with the discounted cash flow analysis results in a central value of 2.94 euros per Alcatel Lucent Share.

We note that taking into account a normative EBIT margin of 9% in line with management forecasts at the end of the business plan provides a value per Alcatel Lucent (including synergies) equal to 3.32 euros.

The Offer price represents a premium ranging from 5.5% to 34.0% compared to the Share price implied by this methodology and a premium of 19.1% based on the central case.

This approach consists of applying to Alcatel Lucent’s EBIT forecasts, the multiples observed for peers comparable to Alcatel Lucent in terms of business model, positioning and size. This methodology has been selected given the existence of a sufficient number of comparable peers to Alcatel Lucent, even though there are some differences in terms of business model, positioning and size.

Société Générale has retained the commonly used industry metric of Earnings Before Interest and Tax (“EBIT”) to support its indicative valuation (in line with Company reporting and analyst valuation methodologies) given the low capital intensity of the sector, the differences in accounting treatment for R&D costs and the consideration of restructuring costs for comparable companies. The Presenting Bank has applied to Alcatel Lucent forecasts the multiples of peers related to the same period. For this analysis the multiples for 2017 and 2018 have been applied.

Enterprise value to equity value bridges have been adjusted accordingly to the items retained for Alcatel Lucent.

Deferred tax assets and tax savings have been retained consistently within the sample given their similar relative weights as compared to the enterprise value.

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A consolidated set of comparable companies have been retained for Alcatel Lucent as the company is almost exclusively active in telecom equipment sector. The sample of selected companies includes generalists and specialized players in the telecom equipment sector (Ciena, Cisco, Ericsson, Juniper and ZTE) to reflect both the size and diversification of Alcatel Lucent’s products.

The sample of comparable companies for Alcatel Lucent includes the following companies:

The trading multiples retained to value Alcatel Lucent are based on the ratio of the enterprise value and EBIT (EV / EBIT). The applied values retained correspond to the average of comparable companies multiples. As of August 24, 2016, the retained comparable multiples are the following:

Based on 2017 and 2018 EBIT multiples, and including value of synergies performed as described previously (see Section 4.1.1 of this draft joint offer document), the Offer price of 3.50 euros per Share represents a premium of 15.2% and 19.5% respectively compared to the Share price implied by this method.

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Although a useful valuation reference, the analysis of trading companies is subject to the following limitation in the context of the present analysis: by construction, peers multiple do not reflect the potential of growth and value creation resulting from the combination of Nokia and Alcatel Lucent but only a sector average valuation.

As of June 30, 2016, the net asset value of Alcatel Lucent amounts to:

The net asset value of Alcatel Lucent does not include the fair value of the company, but only historical values and thus does not reflect the entire future potential value of the Company.

For information, the Offer price represents a premium of 71.9% compared to the Share prices implied by this methodology.

This approach consists of applying the average valuation multiples of a sample of recent transactions in a comparable sector.

This methodology usually encompasses issues in the selection of relevant transactions:

This approach has been excluded due to the lack of relevant, recent and documented comparable transactions, notably in terms of profitability, growth, strategic positioning and business model or client portfolios.

The adjusted net asset value is the net asset value of the group adjusted for unrealized gains and losses identified in assets, liabilities or off balance sheet commitments.

This approach, usually used for the valuation of portfolio companies with minority financial holdings, has been excluded since the assets of Nokia and Alcatel Lucent are mainly majority-owned operating assets.

This methodology, which consists of valuing the equity of a company by discounting the projected dividends, at the company’s cost of equity capital, has been excluded since it mainly relies on projected results and on the payout ratio decided by company management.

As the policies related to the payment of dividends differed in the past (note that Alcatel Lucent paid no dividend these last years), this method has been excluded.

This methodology has been excluded because of the low coverage of Alcatel Lucent by analysts, as observed in particular at the time of half-year results publication on June 30, 2016. Most analysts have ended their coverage of Alcatel Lucent following the success of the Offer announced as of February 10, 2016.

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Criterias

The main characteristics of the OCEANEs are presented in the Section 2.4.1 of this draft joint offer document.

For any additional piece of information related to the OCEANEs, please refer to the operation notes containing the terms of the OCEANEs (in the prospectus registered to the AMF under the n°14-254 on June 2, 2014 for the 2019 OCEANEs and the 2020 OCEANEs).

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OCEANEs 2019 and OCEANEs 2020 market prices are presented in the following table as of August 24, 2016:

The trading volume on the secondary market is very limited as it consists essentially in “OTC” (Over the Counter) transactions. Prices in the table above are communicated by Bloomberg which does not disclose any information regarding trading volumes.

This methodology consists of retaining as a valuation reference the price paid by Nokia to acquire Alcatel Lucent OCEANEs Shares on / off the market over the past 12 months.

For reasons described in Section 4.1.4.2 of this draft joint offer document, Nokia acquired Alcatel Lucent OCEANEs through OTC transactions at a unit price of 4.51 euros per OCEANE 2019 and 4.50 euros per OCEANE 2020 as released by the company in June 16, 2016. Furthermore, Nokia announced a precedent acquisition of OCEANEs 2019 and OCEANEs 2020, acquisition which has been made at the same price of 4.51 euros and 4.50 euros respectively, as indicated in Section 1.1.1.3 of this draft joint offer document.

A theoretical value for the Alcatel Lucent OCEANEs has been determined considering each OCEANE’s terms and market data prevailing at the time of the Offer filing.

The valuation of the various OCEANEs, presented in the table below, are based on a trinomial model and on market conditions as the reference date as of August 24, 2016. Interest rates (swap rates) are those of the market close as of August 24, 2016:

The theoretical value method leads to central values (plus accrued interest) for each of the convertible bonds: 4.41 euros per OCEANE 2019 and 4.41 euros per OCEANE 2020.

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The Offer prices of 4.51 euros per OCEANE 2019 and 4.50 euros per OCEANE 2020 represent a premium of respectively 2.3% for OCEANE 2019 and 2.2% for OCEANE 2020.

In accordance with Article 261-1, I and II of the AMF General Regulation, the firm Accuracy, represented by Messrs. Bruno Husson and Henri Philippe, was appointed as Independent Expert by the board of directors of Alcatel Lucent on July 8, 2016 in order to deliver a report on the financial conditions of the Offer.

This report, established on September 5, 2016, is fully reproduced below.

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Fairness opinion

in connection with public buy-out offer

followed by a squeeze-out procedure

initiated by Nokia for Alcatel-Lucent shares and OCEANEs

September 2016

Fairness opinion

in connection with the public buy-out offer

followed by a squeeze-out procedure initiated by Nokia for

Alcatel-Lucent shares and OCEANEs¹

Created in 2006 by the combination of the French company, Alcatel, and the American company, Lucent Technologies, Alcatel-Lucent (“ALU”, the “Group”) is positioned as a global communications solutions provider. Listed on Euronext Paris, the Group’s total market capitalisation currently amounts to €12.4 bn.

On April 15, 2015, Nokia and ALU announced their intention to combine their activities. Nokia initiated a public exchange offer (“the Public Exchange Offer”) for all the equity and equity-linked securities issued by ALU (ordinary shares, ADRs—American Depositary Receipts, and OCEANEs—bonds convertible into new shares or exchangeable for existing shares), opened from 18 November 2015 until 23 December 2015, and, following the success of the initial offer, reopened from 14 January 2016 until 3 February 2016.

Following the settlement of the reopened offer on 12 February 2016, Nokia owned 90.34% of the share capital, 90.25% of the voting rights², 99.62% of the outstanding 2018 OCEANEs, 37.18% of the outstanding 2019 OCEANEs, and 68.17% of the outstanding 2020 OCEANEs. Nokia then converted all the OCEANEs tendered into the initial offer and the reopened offer. This enabled ALU to redeem the remaining 2018 OCEANEs. On 19 February 2016, Nokia acquired an additional 11,820,932 ALU shares. On 10 May 2016, Nokia announced it acquired 107,775,949 ALU shares from JP Morgan Chase Bank, the ALU ADR depository, following the termination of the ADR program. Both transactions were completed through share exchanges at the Public Exchange Offer parity of 0.55 Nokia share for 1 ALU share. At this date, Nokia held 94.64% of ALU share capital and at least 94.57% of the voting rights, corresponding to 94.64% of ALU shares on a fully diluted basis.

Between 12 May 2016 and 16 June 2016, Nokia acquired through privately negotiated cash transactions 24,392,270 ALU shares, 82,608,794 2019 OCEANEs and 22,233,534 2020 OCEANEs at respectively €3.50, €4.51 and €4.50. Following these transactions, Nokia owned 95.33% of the share capital and 95.26% of the voting rights of ALU, corresponding to 95.16% of the ALU shares on a fully diluted basis.

On this basis, Nokia intends to file with the French financial market authority (the “AMF”) a public buy-out offer in cash of the remaining ALU shares, 2019 OCEANEs and 2020 OCEANEs at respectively €3.50, €4.51 and €4.50 (“the Compensation Prices”), which will be followed by a squeeze-out in cash (the “Offer”).

Accuracy was appointed as an independent expert in this context by ALU’s Board of Directors on 8 July 2016 to issue an opinion on the fairness of the Compensation Prices for ALUs minority shareholders and ALU OCEANE holders in accordance

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with Article 261-1 of the AMF’s General Regulation, which states that a company that is the object of a public offer must appoint an independent appraiser where that offer is capable of generating conflicts of interest within its board of directors, its supervisory board or governing body, so as to potentially affect the objectivity of the reasoned opinion that the governing body must provide on the proposed offer. Accuracy’s assignment falls specially within (i) paragraph 1 of article 261-1 I of the AMF’s General Regulation, which states that an independent appraiser shall be appointed if the offeror controls the target; (ii) paragraph 5 of article 261-1 I of the AMF’s General Regulation, which requires an independent appraiser to be used “if the offer pertains to financial instruments in multiple categories and is priced in a way that could jeopardise the fair treatment of shareholders or bearers of the financial instruments targeted by the bid”, and (iii) article 261-1 II of the AMF’s General Regulation, which refers to the appointment of an independent appraiser before the implementation of a squeeze-out.

This independent valuation report therefore constitutes a fairness opinion as defined by Article 262-1 of the AMF’s General Regulation. The principles governing the preparation of fairness opinions are detailed in the AMF’s implementing instruction no. 2006-08 and in the AMF’s recommendation on independent financial valuations no. 2006-15 and subsequently amended on 19 October 2006 and 27 July 2010. Our valuation assignment is performed solely for this purpose and not for any other purpose based on laws or regulations outside France.

The report is divided into six sections. Section one provides a brief overview of Accuracy and the valuation assignments performed over the last 24 months, along with a statement of independence and a description of the procedures performed for the purpose of the current assignment. Section two describes the context of the Offer setting out the financial characteristics of ALU’s businesses and the stock market performance of ALU shares and OCEANEs, and defining the conditions to be fulfilled to assess the fairness of the Compensation Prices. Section three details the valuation work performed in order to estimate the value of ALU shares in strict compliance with the multi-criteria approach recommended by the AMF in such situations. Section four presents the valuation work performed on the 2019 and 2020 OCEANEs. Section five sets out our comments on the valuation report prepared by Société Générale, the bank presenting the Offer (the “Bank”). The sixth and final section presents our conclusion as to the fairness of the Compensation Prices for ALU minority shareholders and OCEANEs holders.

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1. Presentation of Accuracy and

main procedures performed

Accuracy is a financial consultancy wholly owned by its Partners that has offices in Europe, North America and India. Accuracy offers a broad spectrum of bespoke corporate finance solutions in the following five areas: transaction support & advisory; litigation support; corporate recovery services; business analysis; and valuations.

Accuracy’s team of more than 280 consultants (including some 150 based in Paris) has extensive expertise in business and company valuations and in valuing complex financial instruments such as management packages, options and preferred shares.

The table below shows the fairness opinion assignments performed regarding listed companies over the past 24 months.

Fairness opinions performed by Accuracy since September 2014

Accuracy is not a member of either of the professional associations of independent valuation experts recognised by the AMF pursuant to Article 263-1 of the AMF’s General Regulation, as we consider that our scale, broad-ranging analytical and valuation expertise and the internal procedures put in place are a guarantee of the highest quality and independence required by this type of assignment.

The assignment was carried out by Bruno Husson and Henri Philippe, Partners at Accuracy.

Since the first squeeze-out bid in September 1994, Bruno Husson has been involved in over 90 assignments to assess the fairness of the proposed financial terms and conditions of transactions involving the minority shareholders of a listed company. Bruno graduated from HEC, holds a PhD in Finance and is also Affiliate Professor at HEC Group, where he has taught corporate finance since 1977.

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Henri Philippe has over 18 years’ experience in financial valuation and has been involved in all of the assignments listed above. He graduated from ESC Bordeaux, holds an MBA from Wake Forest University and a PhD in Finance from Université Paris-Dauphine. He is also a lecturer at HEC Group, Ecole Nationale des Ponts & Chaussées and Université Paris-Dauphine.

In carrying out their work, Bruno Husson and Henri Philippe were assisted by Guillaume Charton, a senior manager and graduate of HEC with over five years’ financial advisory experience, as well as by three consultants.

Accuracy considers itself, in the context of the Offer, as an independent expert, as defined in Article 261-4 of the AMF’s General Regulation and AMF instruction no. 2006-08. Accuracy states that there are no known past, present or future ties between it and the parties concerned by the offer or transaction and their advisors that could compromise its independence or impair the objectivity of its assessment when carrying out the appraisal.

Accuracy’s fees for this assignment amount to €300,000 excluding VAT.

Accuracy performed its work in accordance with the following work plan:

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Accuracy considers that it performed this assignment in full compliance with the AMF’s General Regulation and with its recommendations on fairness opinions.

Our assignment ran from 8 July 2016, the date on which we were appointed as an independent expert by ALU’s Board of Directors, to 5 September 2016, the date of signature of this report.

Our work was primarily based on confidential information provided to us by ALU management, namely:

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We also based our work on information available to the public, including:

We considered that the financial and accounting information that was disclosed to us by ALU in connection with our assignment was reliable and provided in good faith.

In accordance with the terms of our assignment, we did not validate or verify in any way the forecast information prepared by ALU management. However, we endeavoured to determine whether said forecast data was reasonable in light of the recent historical performance of the different business activities, explanations given verbally by management on the growth outlook, and the overall performance observed for listed peers.

Although our work was based on an analysis of the Group’s historical and projected financial statements, under no circumstances may it be construed as an audit or even limited review of those financial statements.

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2. Context of the Offer

ALU is a global company specialising in the development, manufacture and distribution of telecom equipment⁴. Its Core Networking division accounted for 48% of its revenue in 2015. In 2015, this division addressed the following segments of the telecom equipment market: IP routing, terrestrial and submarine optical transport, wireless transmission (IP Transport) and software platforms (IP Platforms). The Access division accounted for the other half of ALU’s revenues. This division addressed the following markets: fixed access (Fixed), mobile access as well as radio base station components (Wireless) and managed services.

ALU - 2015 revenue breakdown by activity

ALU’s product range is therefore much wider than most of its peers, which have tended to focus on only a limited number of market segments. For instance, Ericsson and Nokia focus mainly on the wireless access market and related services, while Cisco and Juniper focus on IP routing.

The telecom equipment industry is ultimately driven by the telecom operators’ propensity (or need) to invest in their fixed and mobile networks. Given the continuous innovation in communication technologies, this industry requires heavy investments in R&D (close to approx. 15% of revenues). Critical mass is therefore extremely important since it makes it possible to absorb R&D investments and achieve economies of scale (on components, manufacturing, etc.). The industry is however not particularly capital-intensive since the production and assembly functions can be outsourced.

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In that respect, ALU’s submarine optical transport activity needs to be analysed separately from the core of ALU’s businesses (“ALU Business”) for two reasons. Firstly, given the length of life of submarine cable infrastructure, investment decisions are broadly disconnected from the telecom operators’ fixed and mobile networks investments. Secondly, this activity is highly capital-intensive for ALU, since it owns, through its subsidiary Alcatel Submarine Networks (“ASN”), cable production facilities and a fleet of eight ships dedicated to the installation and maintenance of submarine cables.

Regarding the ALU business, even if the Group faces the same customers (i.e. mobile and/or fixed operators) across the different market segments it addresses, growth prospects and competition can vary significantly from one segment to another (see chart hereafter).

First, in terms of growth prospects, the financial resources that the telecom operators may allocate to their networks are limited. Therefore, priorities in terms of capital expenditures need to be established. For instance, according to Dell’Oro, after several years of heavy investments in access networks (i.e. 4G deployments to cope with the growth of mobile data traffic, fibre access infrastructure builds in China), the investment focus of telecom operators has now started to shift to the core part of the network (routing and optical transport).

- Market growth by segment -

Note : (1) DSL and PON access concentrators and PON CPE, (2) Service provider routers only

Source: Dell’Oro

Second, in terms of competition, since ALU has one of the widest range of products compared with other equipment manufacturers, it does not face the same competitors in each of the market segments.

In the IP Routing segment (a $10 billion market in 2015⁵), Cisco is the market leader with a market share close to 39%, followed by two players of comparable size (ALU and Juniper with approx. 20% market share each) and a fourth player closing in (Huawei). The IP Routing segment breaks down into edge routers (around 70% of the total segment) and core network routers (around 30%). ALU has a strong position in the edge router market (25% market share), which it entered in 2003. ALU’s strategy is now to expand its position in the core router market in order to replicate the commercial success observed in the edge market and to diversify into the enterprise IP router market, where it has limited presence so far.

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In the terrestrial optical transport segment (a $13 billion market in 2015⁶), Chinese players Huawei and ZTE are the market leaders. ALU ranks No. 4 behind Ciena. The market is still relatively fragmented but is consolidating. ALU is now mainly focused on the new optical multiplexing technology (WDM), the most dynamic part of this market segment.

In the fixed access segment (an $8 billion⁷ market in 2015), Huawei, ALU and ZTE are the market leaders. ALU has a strong technological leadership in both copper (#1 in DSL) and fibre (#3 in PON) access technologies. While the incumbent players suffered from the entry of the Chinese players in 2003-04, the market has concentrated and the competition intensity levelled off since 2010-12. This enables ALU to generate reasonable profitability in this relatively mature market. ALU is present and investing in fixed access for cable operators with the acquisition of Gainspeed bringing additional technology to better compete in this segment.

In the wireless access segment (a $34 billion market in 2015⁸) historically dominated by Northern European and North American manufacturers), competition is tough since the entry of Chinese manufacturers. ALU ranks No. 4 after Huawei, Ericsson, and Nokia. Despite good success in 4G, ALU remains below the critical mass needed to absorb the R&D spending required by the coming new technologies (5G, “IoT”, etc.).

The telecom equipment market is subject to successive technological waves (for instance 2G, 3G, 4G, 5G in mobile access, DSL, PON in fixed access, SONET/SDH, WDM in optical transport, etc.) – forcing equipment manufacturers to constantly innovate. The succession of these technological waves has several implications for telecom equipment manufacturers.

First, sustained revenue growth is difficult to achieve, since declining volumes on legacy technologies must constantly be offset with growing volumes in newer technologies. Moreover, constant innovation means that yearly price erosion for a given piece of equipment can be significant (on average approx. 10% p.a.).

Second, technological leadership is critical, since the impact on revenues and profitability of missing one technological wave can be significant. Thus, this justifies the significant R&D spending within the sector.

Third, each new technological wave gives the opportunity to telecom operators to renegotiate prices with existing suppliers or to replace them with a competitor. This can lead during transition phases between two technologies to even more acute competition and price erosion. This commercial and technological competition between telecom equipment manufacturers is reinforced by the growing consolidation of telecom operators (either through acquisitions or network sharing agreements).

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As proof of this challenging environment, telecom equipment manufacturers need constant streamlining of their cost base in order to protect profitability. This is reflected by the recurring level of restructuring charges incurred by ALU, Ericsson and Nokia over the last ten years (approx. 3% of combined revenues).

- Restructuring charges as % of combined revenues (ERIC, NOK*, ALU) -

The characteristics of the businesses outlined above have implications in terms of applying the multi-criteria approach to estimate the value of ALU shares. These implications should be duly taken into account, both when reviewing available valuation references (share prices, past transaction prices) and when implementing the valuation approaches (DCF and listed peers methods). The following section details the implications that the characteristics of ALU’s businesses have for each of the valuation references and approaches that will be considered in this report.

Regarding the share price reference, the existence of a significant operating leverage (at least in the short term) in a cyclical business sector increases the share price’s sensitivity to new information. There is therefore a real risk that this kind of information could trigger an excessive rise or fall in the share price. For instance, the recent earnings releases of Nokia and Ericsson, triggered negative stock price reactions (respectively -7% and -6%) as well as negative short-term expectation revisions. However, as showed in the next section related to the recent ALU share performance, since the closing of the reopened Public Exchange Offer, it appears that ALU’s share price is no longer driven by news regarding the telecom equipment market, but solely by the prospect of a squeeze-out.

Regarding the DCF method, due to the diversity of growth dynamics and competitive positions across ALU’s different businesses mentioned earlier, the terminal value of ALU’s portfolio of businesses at the end of the business plan period should not be determined by estimating directly a total normative free cash flow but by using the segmental information disclosed by the divisional business plan provided by ALU management. Indeed, the level of EBITDA taken into account in the estimation of ALU’s normative free cash flow was estimated by adding the

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normative EBITDA estimated for each division. Particular attention was paid in order to factor into the normative EBITDA estimates the divisions’ specific positioning and competitive environment at the end of the business plan period. Moreover, considering the recurring nature of restructuring charges within the sector and the fact that they are an inherent part of the telecom equipment manufacturer’s business model, we included as well in the aggregate normative free cash flow of ALU’s businesses an estimate of the normative level of restructuring charges to be incurred by the Group.

Particular mention should be made regarding ASN. Given the capitalistic nature of this activity and the length of the investment cycle (length of the economic life of the ships is close to 35 years), the standard implementation of the DCF method (especially with regard to the computation of the terminal value by discounting a normative free cash flow into perpetuity) proves to be irrelevant. For this reason, the enterprise value of this activity has been estimated separately, by using the reference given by the book value of the assets dedicated to this activity (see section 3.3.1 below).

Regarding the listed peer method, as we mentioned earlier, there is no directly comparable company involved in all of ALU’s market segments. Conversely, ALU’s competitors are involved in one or several market segments. It is therefore not possible to identify a sample of listed pure players comparable for every division of ALU. As a consequence, the listed peer method will be implemented on a total basis, with limited ability to control for the differences in business mix between ALU and the listed peer sample.

Lastly, regarding the comparable transaction method, a similar comment can be made regarding the lack of comparable transactions involving either diversified telecom equipment manufacturers or pure players.

The Public Exchange Offer has had a significant impact on the liquidity and performance of the ALU share. In order to capture this impact, the periods before and after the closing of the Public Exchange Offer should be analysed separately.

ALU is listed on the NYSE Euronext Paris market (Compartment A). Before the Public Exchange Offer, the Group’s market capitalisation was around €9 billion (average amount over the second half of 2015), making ALU one of the France’s 40 biggest listed companies. The ALU share was part of the French CAC 40 index until its replacement by the Nokia share on 7 January 2016.

ALU’s shareholding structure was characterised by a high percentage of institutional shareholders. As of 30 June 2015 the largest shareholder, The Capital Group Companies Inc., owned 9.95% of the capital, followed by Odey Asset Management LLP (4.92%), Black Rock Inc. (4.04%) and Caisse des Dépôts et Consignations (3.58%). The institutional shareholders represented 70.01% of ALU’s capital, the rest being self-controlled (1.42%) or held by the public (28.58%).

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The average trading volumes before the Public Exchange Offer were around 20 million shares (approx. €70 million) per day representing around 0.8% of the outstanding number of shares.

The Public Exchange Offer has completely transformed the shareholding structure of ALU. As of 10 February 2016 (announcement of the results of the reopened Public Exchange Offer), Nokia owned 90.34% of ALU’s share capital. Furthermore in May and June 2016, Nokia acquired additional shares following the termination of the ADR program and several private transactions. On 16 June 2016, Nokia finally held 95.33% of the share capital (and 95.26% of the voting rights). As a consequence, institutional shareholders and individual investors now own less than 5% of ALU, which explains the decrease in trading volumes from 20 million shares per day before the Public Exchange Offer to around 400k shares per day during the 30-day period ending 24 August 2016 (see table hereafter).

ALU - Liquidity analysis

Source: Bloomberg

(2): Average share price computed on the basis of daily closing prices

The change in ALU’s shareholding structure has also had a significant impact on the analyst coverage. Before the Public Exchange Offer, ALU’s share was tracked by more than 15 financial analysts; the majority of them stopped their coverage, preferring to cover Nokia group which now includes all ALU’s businesses as well.

During the Public Exchange Offer, ALU’s share price mirrored the evolution of Nokia’s share price (stable parity at 0.55). However, since the completion of the Public Exchange Offer, ALU’s share price started outperforming Nokia’s share price, as investors took into account the will of Nokia management to cross the regulatory 95% threshold required to implement a squeeze-out procedure⁹. Indeed, since the announcement of the results of the reopened Public Exchange Offer, ALU’s share price has increased by 15.2%, from €3.02 on 10 February 2016 to €3.48 on 24 August 2016, outperforming the 10.1% increase of an index of listed peers¹⁰.

The private transaction performed by Nokia on ALU OCEANEs on 12 May 2016 had a significant impact on ALU’s share price which increased by 2.4% (from €3.29 on 12 May to €3.37 on 13 May). This evolution can be explained as follows. Since they know the will of Nokia to implement a squeeze-out procedure, investors

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consider the transaction initiated by Nokia on the OCEANEs as a direct signal as to the compensation price that might be proposed on these convertible bonds in the context of the future squeeze-out and an indirect signal (thanks to a standard convertible bonds valuation model) as to the compensation price that might be proposed on ALU shares in such a procedure.

ALU share price trends from February to August 2016

Note: (1) Equally weighted index including ADTRAN, Ciena, Cisco, Ericsson, Juniper and ZTE

The next and final transactions between 1 June and 14 June concerned both ALU shares (at €3.50 per share) and OCEANEs (at €4.51 and €4.50 per 2019 and 2020 OCEANE). Over this period, the ALU’s share price increased progressively towards €3.50, a level that was finally almost reached on 16 June at €3.49 when Nokia announced that it crossed the regulatory threshold of 95% required for the implementation of a squeeze-out. From 16 June to 24 August, ALU shares traded between €3.47 and €3.50.

In short, since the closing of the reopened Public Exchange Offer and even more since the first transaction initiated by Nokia on ALU OCEANEs thereafter, ALU’s share price is no longer driven by news regarding the telecom equipment market, but solely by the prospect of a squeeze-out. As an example highlighted in the graph above, the announcement by ALU management of a decrease in revenues for Q1 2016 had no impact at all on ALU’s share price, and this despite the significant operating leverage which characterises telecom equipment manufacturers cost structure.

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At the time of the opening of the Public Exchange Offer, ALU had three categories of outstanding OCEANEs (349,413,670 of 2018 OCEANEs, 167,500,000 of 2019 OCEANEs and 114,499,995 of 2020 OCEANEs). At the time of the closing of the reopened Public Exchange Offer, Nokia owned 99.62% of 2018 OCEANEs, 37.18% of 2019 OCEANEs and 68.17% of 2020 OCEANEs.

Since the OCEANEs are mostly traded OTC, their corresponding trading volumes are not available. We understand that the decreasing number of securities remaining in the market (not owned by Nokia or not converted to ALU shares) should reduce mechanically the liquidity of the OCEANEs. The analysis of the OCEANEs trading prices seems to confirm a lack of liquidity and thus a limited efficiency of the market of these convertible bonds.

ALU - OCEANE price trends since the completion of the Public Exchange Offer

Source: Capital IQ

In fact, the trading price of the 2019 OCEANEs remained quite stable over the post Public Exchange Offer period. It increased linearly from €4.11 on 10 February 2016 to €4.21 on 24 August 2016, ignoring the 16 June 2016 announcement regarding several private transactions at €4.51. In contrast, the 2020 OCEANE price evolved differently; the trading price reacted to the private transactions in the same manner as the share price, without reaching the price of €4.50 paid by Nokia in the context of the privately-negotiated transactions mentioned above.

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As indicated above, the Offer follows several privately-negotiated acquisitions made by Nokia in May and June 2016 of ALU shares and OCEANEs. These transactions allowed Nokia to obtain the ownership interest in ALU required by market regulations (i.e. more than 95% of the ALU voting rights on a fully diluted basis) in order to launch the Offer. In this context, to be considered as fair, the Compensation Prices proposed by Nokia for the remaining ALU shares and OCEANEs must meet the four following conditions.

First, the Compensation Prices cannot be less than the prices paid by Nokia last May and June to some ALU minority shareholders and OCEANE holders. This condition is already met, since the Compensation Prices correspond precisely to the transaction prices negotiated by Nokia.

Second, since the Public Exchange Offer has been successful and led to the transfer of ALU’s control to Nokia’s hands, the compensation price proposed to ALU minority shareholders must duly factor in the value of the ALU shares in the context of the strategy defined by the new controlling shareholder. In practice, such valuation work cannot be carried out directly. Indeed, once Nokia has acquired 100% of ALU shares and OCEANEs and then finalised all restructuring operations that it considers needed to optimise the profitability of the merger, ALU will not exist anymore as a distinct entity. Therefore, the only way to proceed is using an indirect approach by dividing the post-merger value of ALU shares into two components: (i) the value of ALU shares on a stand-alone basis (i.e. without taking into account the impacts of the merger), (ii) the fraction of the value of the synergies expected from the merger that should be attributable to ALU shareholders.

The former component (“the Intrinsic Value”) can be estimated using forecasts on a stand-alone basis (i.e. theoretical forecasts insofar as the merger has been completed) and implementing traditional valuation methods (DCF and listed peers methods). The latter component (“the Synergy Value”), which represents the price that Nokia must pay to each remaining ALU minority shareholder for its stake in the company, is more complex to estimate. Assuming that fair treatment of the remaining ALU shareholders in view of the squeeze-out implies that for selling their stake in the company they should get the same amount as that obtained by the ALU shareholders who tendered their shares in the context of the Public Exchange Offer, the most efficient way to estimate this component is to retain the control premium paid by Nokia to the latter.

Unfortunately, due to the conditions in which the transfer of control occurred (i.e. by means of an exchange of shares), we do not have an explicit value for the control premium. However, thanks to the exchange parity ratio, we do know the percentage of the total value of the synergies expected from the merger that will be attributable to ALU shareholders who approved the merger and became shareholders of the new group. As a consequence, the Synergy Value can be estimated using the following two step approach: (i) estimate the total value of the synergies expected from the merger, (ii) apply to this estimate the percentage inferred from the exchange parity ratio.

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In short, the second condition related to the fairness of the Compensation Prices requires that the compensation price of €3.50 proposed to the remaining ALU minority shareholders must fall within or above the range of estimates of the fair value of ALU shares (the “Fair Value”) resulting from the estimated fair value of ALU equity, determined as follows:

Third, the compensation prices proposed for ALU 2019 OCEANEs and ALU 2020 OCEANEs must be at least equal to the fair value of each asset. Both fair values are determined using a theoretical model of convertible bonds and parameters that properly reflect the post-merger conditions¹¹.

Fourth, the compensation prices proposed to ALU OCEANEs holders must be consistent with the compensation price proposed to ALU minority shareholders, which means that the former do not imply a breach of the equal treatment regulatory requirement between both categories of stakeholders. This condition will be considered as fulfilled if, when using the above mentioned convertible bond valuation model, the compensation price proposed to ALU minority shareholders and the ones proposed to ALU OCEANEs holders are consistent, considering that the other parameters of the valuation model are unchanged (set up at the same levels as those considered to estimate the fair value of ALU OCEANEs, as these levels are supposed to properly integrate the post-merger conditions).

Since only the first out of the four condition defined above is already met, we have to verify if the second, third and fourth conditions are fulfilled in order to assess the fairness of the Compensation Prices. Section 3 below deals specifically with the second condition by estimating the fair value of ALU’s equity in accordance with the recommendations of market regulators for similar situations. Section 4 below deals with the third and fourth conditions by estimating the fair values of ALU OCEANEs and computing the range of ALU share values inferred from the compensation prices proposed on ALU OCEANEs.

Moreover, many long term incentive instruments granted to ALU employees and managers (performance shares and employee stock-options) are still outstanding as of the date of this report. In accordance with our assignment, we have reviewed the terms of the liquidity mechanisms granted in the context of the public buy-out offer followed by a squeeze-out (the “Offer”) to the holders of the stock options not yet exercised and unvested performance shares, not subject to a liquidity agreement offered in the context of the Public Exchange Offer. The terms of the liquidity mechanisms granted by the Group in the context of the Offer are, in our opinion, consistent with standard market practice, and do not appear to imply a breach of the equal treatment regulatory requirement of the various categories of stakeholders.

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3. Estimation of the Fair Value

of ALU shares

This section describes the valuation work performed in order to estimate the Fair Value of ALU shares. We adopted a multi-criteria approach for our work. In accordance with the AMF’s recommendation n° 2006-15 on independent appraisals, this approach involves analysing available valuation references and applying valuation methods commonly used in the business world.

In the present case, the net book assets per share cannot be considered a pertinent basis for determining the Fair Value, particularly since they do not include goodwill generated internally through growth and returns on the business portfolio, or any capital gains that may be generated on the sale of assets not directly needed for operations (non-operating assets).

Acquisition of ALU shares by Nokia through an exchange of shares

As emphasised above, Nokia acquired a significant portion of ALU shares at the end of 2015 and the beginning 2016: 2,317 million shares representing 76.31% of ALU’s share capital through the Public Exchange Offer (which ended 23 December 2015) and an additional 479.0 million shares through the reopened Public Exchange Offer (which ended 3 February 2016).

ALU shareholders who tendered their shares made their decision on the basis of the exchange parity (0.55 Nokia share for 1.00 ALU share) and the share price of Nokia. Since most of shareholders of a company targeted by a public offer usually tender their shares in the last days of the offer period, we consider that the average Nokia share price during the last week of the Public Exchange Offer period, i.e. €6.38, represents a relevant reference regarding the sale value that the ALU shareholders thought they would get by tendering their shares. Based on Nokia’s share price of €6.38 and the exchange parity of 0.55, we obtain a value of €3.51 for each tendered ALU share.