ComTel SpA — M&A Activity 2017

Apr 3, 2017

Comptel Corp: Final results of the tender offer: Nokia Solutions and Networks completes the offer with a holding exceeding 90% of all Comptel shares and votes and opens a subsequent offer period

Comptel Corp: Final results of the tender offer: Nokia Solutions and Networks completes the offer with a holding exceeding 90% of all Comptel shares and votes and opens a subsequent offer period

Final results of the tender offer: Nokia Solutions and Networks completes the
offer with a holding exceeding 90% of all Comptel shares and votes and opens a
subsequent offer period

Comptel Corporation
Stock Exchange Release
April 3, 2017 at 9.45 EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDI-RECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.

The offer period under the recommended public cash tender offer by Nokia
Solutions and Networks Oy (the "Offeror"), a wholly-owned indirect subsidiary of
Nokia Corporation ("Nokia"), to purchase all of the issued and outstanding
shares and option rights of Comptel Corporation ("Comptel") that are not owned
by Comptel or any of its subsidiaries (the "Tender Offer") expired on March
29, 2017.

Nokia has announced today that according to the final results of the Tender
Offer, the shares tendered in the Tender Offer, together with Comptel shares
acquired by the Offeror through market purchases, represent approximately
90.51% of all the shares and votes in Comptel (excluding the treasury shares
held by Comptel) and approximately 85.30% of all the shares and votes of Comptel
on a fully diluted basis as defined in the offer document for the Tender Offer.
In addition, 89.34% of Comptel's 2014 option rights and all of Comptel's 2015
option rights have been tendered in the Tender Offer. Consequently, as the
Offeror's ownership in Comptel exceeds nine-tenths (9/10) of the shares and
voting rights in Comptel, the Offeror is entitled to redeem the remaining
Comptel shares under the Finnish Limited Liability Companies Act.

According to the terms and conditions of the Tender Offer, the completion of the
Tender Offer is subject to more than 90% of all the shares in Comptel, together
with any other Comptel shares acquired by the Offeror or Nokia Corporation, on a
fully diluted basis (as defined in the offer document for the Tender Offer),
having been tendered in the Tender Offer (the "Minimum Acceptance Condition").
Nokia has announced today that as the Offeror's holding will not exceed the
fully diluted 90% threshold as defined in the Minimum Acceptance Condition, the
Offeror has decided to waive the Minimum Acceptance Condition. As the Minimum
Acceptance Condition has been waived and all other conditions to completion are
satisfied, the Offeror will complete the Tender Offer in accordance with its
terms and conditions. The completion trades will be settled and the offer
consideration will be paid to the shareholders and holders of option rights who
have validly accepted the Tender Offer in accordance with the terms and
conditions of the Tender Offer on or about April 6, 2017.

Nokia has announced today that in order to allow the remaining shareholders and
holders of option rights the possibility to still accept the Tender Offer, the
Offeror has decided to extend the offer period by a subsequent offer period in
accordance with the terms and conditions of the Tender Offer (the "Subsequent
Offer Period"). The Subsequent Offer Period will commence on April 4, 2017 and
expire on April 19, 2017. During the Subsequent Offer Period, the Tender Offer
can be accepted in accordance with the acceptance procedure described in the
terms and conditions of the Tender Offer. The acceptance will be binding and
cannot be withdrawn. Further instructions can be obtained from any branch office
of Nordea Bank AB (publ), Finnish branch.

Nokia has announced today that the Offeror will announce the preliminary
percentage of the shares and option rights validly tendered during the
Subsequent Offer Period on or about April 20, 2017 and the final percentage on
or about April 24, 2017. The offer consideration for the shares and option
rights validly tendered during the Subsequent Offer Period will be paid to the
shareholders and holders of option rights on or about April 27, 2017 in
accordance with the payment procedures described in the terms and conditions of
the Tender Offer.

Nokia has announced today that it is the Offeror's intention to acquire all the
shares and option rights in Comptel. As the Offeror's ownership in Comptel
exceeds nine-tenths (9/10) of the shares and voting rights in Comptel after the
settlement of the shares tendered in the Tender Offer, the Offeror intends to
initiate compulsory redemption proceedings for the remaining Comptel shares
under the Finnish Limited Liability Companies Act as well as the redemption of
the remaining option rights in accordance with their terms and conditions.

The Offeror or Nokia Oyj may purchase shares and option rights in Comptel also
in public trading on Nasdaq Helsinki or otherwise at a price not exceeding the
offer price of EUR 3.04 per share and at a price not exceeding the offer price
for the option rights as follows: EUR 2.56 for each 2014A option right, EUR
2.16 for each 2014B option right and EUR 1.53 for each 2014C option right.
Further information:

Comptel
Tom Jansson
Chief Financial Officer
tel. +358 40 700 1849
tom.jansson@comptel.com

ABOUT COMPTEL

Life is digital moments. Comptel perfects these by transforming how you serve,
meet and respond to the needs of "Generation Cloud" customers.

Our solutions allow you to innovate rich communications services instantly,
master the orchestration of service and order flows, capture data-in-motion and
refine your decision-making. We apply intelligence to reduce friction in your
business.

Comptel has enabled the delivery of digital and communications services to more
than 2 billion people. Every day, we care for more than 20% of all mobile usage
data. Nearly 300 service providers across 90 countries have trusted us to
perfect customers' digital moments.
For more information, visit www.comptel.com.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDI-RECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD
BE PROHIBITED BY APPLICABLE LAW.

Forward-Looking Statements

This stock exchange release contains statements that, to the extent they are not
historical facts, constitute "forward looking statements''. Forward looking
statements include statements concerning our plans, ex-pectations, projections,
objectives, targets, goals, strategies, future events, future revenues or
performance, capital expenditures, financing needs, plans or intentions relating
to acquisitions, our competitive strengths and weaknesses, plans or goals
relating to financial position, future operations and development, our business
strategy and the trends we anticipate in the industries and the political and
legal environment in which we operate and other information that is not
historical information. In some instances, they can be identified by the use of
forward-looking terminology, including the terms "believes", "intends", "may",
"will" or "should" or, in each case, their negative or variations on comparable
terminology. By their very nature, forward looking statements involve inherent
risks, uncertainties and assumptions, both general and specific, and risks exist
that the predictions, forecasts, projections and other forward looking
statements will not be achieved. Given these risks, uncertainties and
assumptions, investors are cautioned not to place undue reliance on such forward
looking statements. Any forward looking statements contained herein speak only
as at the date of this stock exchange release.

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DI-RECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OF-FER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED
HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN THE UNITED STATES,
CANADA, JAPAN, AUSTRAL-IA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE
TENDER OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE
INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE
DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR
PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EX-CHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE
ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG.

THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER ARE FOR DISTRIBUTION IN THE UNITED KINGDOM ONLY TO PERSONS WHO (I)
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED, THE "FINANCIAL PROMOTION ORDER"), (II) ARE
PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIA-TIONS ETC.") OF THE FINANCIAL PROMOTION ORDER, (III) ARE
PERSONS FALLING WITHIN ARTI-CLE 43 OF THE FINANCIAL PROMOTION ORDER, (IV) ARE
OUTSIDE THE UNITED KINGDOM, OR (V) ARE PERSONS TO WHOM AN INVITATION OR
INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR
SALE OF ANY SECURITIES MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING RE-FERRED TO AS "RELEVANT
PERSONS").  THIS STOCK EXCHANGE RELEASE AND THE TENDER OFFER AND THE MATERIALS
RELATING THERETO ARE DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON
OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY IN-VESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS STOCK EXCHANGE RELEASE RELATES IS AVAILABLE
ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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