ALU

As filed with the Securities and Exchange Commission on December 15, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ALCATEL LUCENT

(Exact name of registrant as specified in its charter)

 

 

 

Republic of France		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

148/152 route de la Reine

92100 Boulogne-Billancourt — France

(Address of principal executive offices, including zip code)

 

 

JULY 29, 2015 PERFORMANCE SHARE PLAN

(Full title of the Plan)

 

 

Alcatel-Lucent USA Inc.

Attn: Barbara Larsen

600 Mountain Avenue

Murray Hill, NJ 07974

(Name and address of agent for service)

(908) 582-8500

(Telephone number, including area code, of agent for service)

 

 

Copies to:

Lauren K. Boglivi, Esq.

Proskauer Rose LLP

Eleven Times Square

New York, New York 10036-8299

(212) 969-3000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered(1)		Amount to be registered		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Ordinary Shares, nominal value €0.05 of Alcatel Lucent		4,755,450		$4.00 (2)(3)		$19,021,800 (2)		$1915.50 (2)

(1)	The shares being registered hereby may be represented by the Registrant’s American Depositary Shares.

(2)

Pursuant to Rule 457(h) under the Securities Act of 1933, as amended, the offering price (per share and in the aggregate) and the registration fee are calculated in accordance with Rule 457(c) for the performance shares granted to participants under the July 29, 2015 Performance Share Plan are based on the average of the high and low quotation for the ordinary shares on the Euronext Paris on December 8, 2015.

(3)	Translated into dollars from euros based on the ECB reference rate of €1.00 = $1.09 on December 8, 2015.

 

 

 

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the “Note” to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Securities and Exchange Commission (the “Commission”) by Alcatel Lucent, a société anonyme organized under the laws of the Republic of France (the “Registrant”), under Commission File No. 1-11130, are incorporated herein by reference and made a part hereof:

 

(a)	Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed on March 24, 2015;

 

(b)	All other reports filed, rather than furnished, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above;

 

(c)	(i) The description of the Registrant’s shares and the American Depositary Shares contained in the Registration Statement on Form 8-A filed by the Registrant with the Commission under the Exchange Act;

(ii) The Form 8-A incorporates by reference the description of the shares and the American Depositary Shares under the headings “Description of Share Capital” and “Description of American Depositary Receipts” in the Registration Statement on Form F-1 (Registration No. 33-47126), as originally filed by the Registrant with the Commission under the Securities Act on April 10, 1992. Such description is amended and updated by the information set forth under the headings “Holding of shares and obligations of the shareholders,” “Rights and obligations relating to the shares” and “Description of the ADSs,” included in the Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2014, filed on March 24, 2015; and

(iii) The description of the Registrant’s shares contained in the Registration Statement on Form F-6 (File No. 333-185880) filed by the Registrant with the Commission under the Exchange Act on January 4, 2013.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules shall not be deemed incorporated by reference into this Registration

 

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Statement. Any statement contained herein or in any document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

None.

Item 6. Indemnification of Directors and Officers.

The Registrant has provided for the indemnification of its directors and officers with respect to general civil liability which they may incur in connection with their activities on behalf of the Registrant.

The Registrant maintains insurance, at its own expense, to protect itself and any director, officer, employee or agent of the Registrant or of any other entity affiliated with the Registrant against any civil liability, loss or expense, other than liability arising out of willful misconduct.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:

 

Exhibit No.		Description of Document
4.1		Statuts (Articles of Association and By-Laws) of the Registrant (English translation), dated July 30, 2015
4.2		Form of Amended and Restated Deposit Agreement, among the Registrant, JPMorgan Chase Bank, N.A., as Depositary, and all holders from time to time of the American Depositary Shares issued thereunder, including the form of ADR (incorporated by reference to Exhibit A to the Registrant’s Registration Statement on Form F-6, filed with the Commission on January 4, 2013) (File No. 333-185880)
5.1		Opinion of Nathalie Trolez Mazurier, Deputy Secretary, regarding validity of the Shares
23.1		Consent of Nathalie Trolez Mazurier, Deputy Secretary (included in Exhibit 5.1)
23.2		Consent of Deloitte & Associés, independent registered public accounting firm
23.3		Consent of Ernst & Young et Autres, independent registered public accounting firm
24.1		Power of Attorney (included on signature page)
99.1		July 29, 2015 Performance Share Plan

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Item 9. Undertakings.

 

(a)	The Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change in such information in this Registration Statement;

provided, however, That

(A) Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)

That the undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being

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registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, France on December 15, 2015.

 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Philippe Camus and Jean Raby, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might, or could, do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on December 1^st, 2015 by the following persons in the capacities indicated.

 

Signature		Title
/s/ Philippe Camus Philippe Camus		Chairman of the Board and Interim Chief Executive Officer (Principal Executive Officer)
/s/ Jean C. Monty Jean C. Monty		Director and Vice-Chairman of the Board
/s/ Jean Raby Jean Raby		Chief Financial and Legal Officer (Principal Financial and Accounting Officer)
/s/ Jean-Cyril Spinetta Jean-Cyril Spinetta		Lead Director
/s/ Francesco Caio Francesco Caio		Director
Carla Cico		Director
/s/ Stuart E. Eizenstat Stuart E. Eizenstat		Director

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/s/ Kim Crawford Goodman Kim Crawford Goodman		Director
/s/ Louis R. Hughes Louis R. Hughes		Director
/s/ Olivier Piou Olivier Piou		Director
/s/ Sylvia Summers Sylvia Summers		Director
/s/ Barbara Larsen Barbara Larsen		Authorized Representative in the United States

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EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Statuts (Articles of Association and By-Laws) of the Registrant (English translation), dated July 30, 2015
4.2		Form of Amended and Restated Deposit Agreement, among the Registrant, JPMorgan Chase Bank, N.A., as Depositary, and all holders from time to time of the American Depositary Shares issued thereunder, including the form of ADR (incorporated by reference to Exhibit A to the Registrant’s Registration Statement on Form F-6, filed with the Commission on January 4, 2013) (File No. 333-185880)
5.1		Opinion of Nathalie Trolez Mazurier, Deputy Secretary, regarding validity of the Shares
23.1		Consent of Nathalie Trolez Mazurier, Deputy Secretary (included in Exhibit 5.1)
23.2		Consent of Deloitte & Associés, independent registered public accounting firm
23.3		Consent of Ernst & Young et Autres, independent registered public accounting firm
24.1		Power of Attorney (included on signature page)
99.1		July 29, 2015 Performance Share Plan

ALCATEL LUCENT

ARTICLES OF ASSOCIATION AND BY-LAWS

July 30, 2015

 

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

ARTICLES OF ASSOCIATION AND BY-LAWS

Article 1 – Legal Form

The Company, made up of holders of existing shares and shares that may be issued in the future, is in the form of a “société anonyme” governed by the statutory and regulatory provisions in force at present and in the future and by the present Articles of association and by-laws.

Article 2 - Purpose

The purpose of the Company in all countries shall be:

 

1/

The study, the manufacture, the development and the business of all devices, equipment and software relating to domestic, industrial, civilian or military applications and other applications related to electricity, telecommunications, data processing, electronics, space industry, nuclear power, metallurgy and generally to all means of production and transmission of power or communications (cables, batteries and other components) and all possible activities related to operations and services in connection with the above-mentioned means.

 

2/	The acquisition, the use and the sale or transfer of all patents, licenses, royalties, manufacturing processes and secrets, knack, patterns, trademarks or software related to the devices and equipment mentioned in the above paragraph.

 

3/	The creation, the acquisition, the use, the transfer, the leasing of all industrial or commercial premises, factories, buildings, equipment and machines of any kind, necessary or useful for the implementation of its objects.

 

4/	The acquisition of equity participations in any company, association, partnership, French or other, irrespective of its legal form, object and activity.

 

5/	The management of shares and securities, investment by any means whatsoever, and in particular by acquisition, increase in capital, take-over or merger.

 

6/	The creation, the acquisition, the taking of lease or granting, the management of all companies, French or others, whatever their activities, and in particular in the financial, industrial, commercial, mining, agricultural fields or connected to the activities described in paragraph 1.

 

7/	The management of its own assets, fixed or moveable, and of any assets, irrespective of their structure.

The above shall be carried out by the Company, directly or indirectly, by way of forming companies, contributions, subscription or purchase of securities or corporate rights, merger, take-over, capital investment by a silent partner, partnerships or in any other way.

In general, the Company may carry out all industrial, commercial, financial operations, fixed or moveable property, connected, directly or indirectly, wholly or in part, to the above-mentioned object and to similar or related objects.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Article 3 - Name

The name of the Company is:

Alcatel Lucent

Article 4 – Registered office

The registered office is at 148/152, Route de la Reine – 92100 Boulogne-Billancourt.

Article 5 - Duration

Except in the case of an early termination or extension agreed by an extraordinary Shareholders’ Meeting, the duration of the company shall be ninety nine years as of July 1, 1987.

Article 6 - Capital

The share capital is set at one hundred and forty-one million, two hundred and thirty three thousand, four hundred and sevetheen euro and five cent (€ 141,233,417.05). It is made up of two billion eight hundred and twenty-four million six hundred and sixty eight thousand three hundred and fourty one shares (2,824,668,341) with a par value of five cent (0.05 Euro) each, fully paid up.

Article 7 – Form, registration, holders, thresholds of shares

Shares shall be registered until fully paid up.

Fully paid-up shares shall be registered or bearer shares as the Shareholder chooses, subject to the provisions of (2) below. Further to the statutory requirement to notify the Company of certain percentage share holdings, any Shareholder, natural or legal person holding a number of Company shares equal to or in excess of:

 

1/

2% of the total number of the shares must, within a period of five trading days from the date on which this share ownership threshold is reached, inform the company of the total number of shares that he owns, by letter or fax. This notification shall be renewed under the same conditions each time a further threshold of 1% is reached.

 

2/

3% of the total number of the shares must, within a period of five trading days from the date on which this share ownership threshold is reached, request the registration of his shares. This obligation to register shares shall apply to all the shares already held as well as to any which might be acquired subsequently in excess of this threshold. The copy of the request for registration, sent by letter or fax to the company within fifteen days from the date on which this share ownership threshold is reached, shall be deemed to be a notification that the threshold has been reached. A further request shall be sent in the same conditions each time a further threshold of 1% is reached, up to 50%.

Calculation of the thresholds in (1) and (2) above shall include indirectly held shares and shares equivalent to existing shares as defined in Article L. 233-7 and seq. of the Commercial Code.

Shareholders must certify that all securities owned or held as defined in the preceding paragraph are included in each such declaration and must also indicate the date(s) of acquisition.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Should Shareholders not comply with the provisions set forth in (1) and (2) above, voting rights for shares exceeding the declarable thresholds shall, at the request of one or more Shareholders holding at least 3% of share capital, be withdrawn under the conditions and within the limits laid down by law.

Any shareholder whose shareholding falls below either of the thresholds provided for in (1) and (2) above must also inform the company thereof, within the same period of five days and in the same manner.

Shares shall be materialized by registration in the owner’s name in the books of the issuing Company or of an authorized intermediary.

Transfers of registered securities shall be made from one account to another. The registration, transfer and disposal of securities shall be carried out in accordance with the laws and regulations in force.

Where the parties are not exempted from such formalities by law, the Company may require certification of signed declarations, transfer or assignment orders in accordance with the laws and regulations in force.

The Company may, in accordance with the laws and regulations in force, request from all organizations or authorized intermediaries any information concerning Shareholders or holders of securities with immediate or future voting rights, their identity, the number of securities they hold and the possible limitations imposed on them.

Article 8 – Paying-up of the shares

The total amount of the shares issued by way of increase in capital and to be paid-up in cash is payable under the conditions set out by the Board of Directors. The calling-up of capital is notified to the subscribers and Shareholders at least ten days before the date fixed for each payment, by a notice inserted in a legal journal appearing in the place where the registered office of the Company is situated, or by individual recorded delivery.

Any delay in the payment of sums due shall incur, in itself, and without the need for any formalities, the payment of interest at the legal rate, on a daily basis, starting from the date of the demand for payment without prejudice to the personal action that the Company can exercise against the defaulting Shareholder and the means of enforcement provided for by law.

Article 9 – Rights and obligations of shares

Each share shall give entitlement to Company assets and distribution of profits in the proportions set out in Articles 24 and 25 below, with the exception of rights attached to shares of different categories that may be created.

Tax charges shall be levied as a whole on all shares without distinction, such that each share in a same Class shall give entitlement to payment of the same net amount on any distribution or reimbursement made during the Company’s term or on liquidation.

Shareholders shall be liable only up to the nominal amount of each share held. Any call to pay in capital in excess of such amount is prohibited.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Dividends and income from shares issued by the Company shall be paid under the conditions authorized or provided for by the regulations in force and in such a way as the Shareholders’ Meeting or, failing that, the Board of Directors, shall decide.

Rights and obligations shall remain attached to a share regardless of who holds the share.

Ownership of a share entails as of right acceptance of the Company’s Articles of Association and by-laws and of resolutions of the Shareholders’ Meeting.

Shares are indivisible with regard to the Company; joint owners of shares must be represented by a single person. Shares with usufruct must be identified as such in the share registration.

Article 10 – Creditors of Shareholders

Creditors of a Shareholder may not, by whatsoever means, cause the goods or assets of the Company to be placed under seal, divided or sold by auction and may not interfere in any way with the Company’s management. In the exercise of their rights they must rely on Company records and resolutions of Shareholders’ Meeting.

Article 11 – Issuance of securities representing debt

The company may contract borrowings as and when needed by means of the issuance of securities representing debt, under the conditions provided by law.

Article 12 – Management

The Company shall be managed by a Board of Directors consisting of no less than six and no more than fourteen members.

Each Director must hold at least 500 Company shares.

Article 13 – Term of office for Director – Age limit

The Directors are elected for a period of three years. Exceptionally, the Shareholders’ Meeting may appoint a Director for a period of one or two years in order to stagger the Directors’ terms of office. Outgoing Directors shall be eligible for re-election, subject to the provisions below.

A Director appointed to replace another Director shall hold office only for the remainder of his predecessor’s term of office.

The maximum age for holding a Directorship shall be 70. This age limit does not apply if less than one third, rounded up to the nearest whole number, of serving Directors have reached the age of 70. No Director over 70 years hold may be appointed if as a result more than one third of the serving Directors rounded up as defined above, are over 70 years hold.

If for any reason whatsoever the number of serving Directors over 70 years hold should exceed one third as defined above, the oldest Director(s) shall automatically be deemed to have retired at the ordinary Shareholders’ Meeting called to approve the accounts of the financial year in which the proportion of Directors over 70 years hold was exceeded, unless the proportion was re-established in the interim.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Directors representing legal persons shall be taken into account when calculating the number of Directors to which the age limit does not apply.

Directors representing legal persons must replace any 70 year old representative at the latest at the ordinary Shareholders’ Meeting called to approve the accounts of the financial year in which such representative reached the age of 70.

The age limitations set forth in this Article shall apply to any Chairman of the Board of Directors, provided that such Chairman is not also the Chief Executive Officer of the Company, in which case the age limitation set forth in Article 18 shall apply.

Article 14 – Board Observers

On proposal of the Chairman, the Board of Directors must propose to the Shareholders’ Meeting the appointment of two Board Observers satisfying the conditions described hereunder. The Board observers shall be called to the meetings of the Board of Directors and shall participate in a consultative capacity. The Board Observers are elected for a period of three years. Exceptionally, the Shareholders’ Meeting may appoint a Board Observer for a period of two years in order to stagger the Board observers’ terms of office. Outgoing Board Observers shall be eligible for re-election.

They shall be, at the time of their appointment, both salaried employees of the Company or of an affiliate and members of a mutual fund in accordance with the conditions set out below. All mutual funds meeting the conditions below may nominate candidates for appointment as Board Observers.

With regard to the above provisions:

 

1.	An affiliate of the Alcatel Lucent group shall be defined as any company in which Alcatel Lucent directly or indirectly holds at least half of the voting rights and/or any company in which an Alcatel Lucent affiliate directly or indirectly holds at least half of the voting rights.

 

2.	The mutual funds referred to above are those formed as a result of a Company share holding scheme in which the Company or an affiliate is a participant and having at least 75% of its portfolio in Company shares.

If for any reason one of the Board Observers appointed by the Shareholders’ Meeting as provided above should no longer meet the joint conditions defined above (employee of the group or an affiliate and member of a mutual fund), he shall automatically be deemed to have retired one calendar month after the joint conditions are no longer met.

Should the number of Board observers meet the joint conditions as defined above (employment in the group and membership of a mutual fund) fall below the number of two for any reason whatsoever, the Board of Directors must make up its numbers within three months either by appointment upon the affirmative vote of the majority of the Directors present or represented, subject to ratification by the nearest shareholders’ meeting, or by calling a Shareholders’ Meeting to appoint a Board observer meeting the conditions defined hereunder.

On the Chairman’s proposal, the board of Directors can propose to the Annual Shareholders’ Meeting the appointment of one or more Board Observers who do not meet the above requirements, among the shareholders or not, it being specified that total number of Board observers shall not exceed six.

The Board Observers’ compensation shall be determined by the Shareholders Meeting on a yearly basis and allocated by the Board of Directors.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Article 15 — Meetings of the Board of Directors

 

1.	Board shall meet as often as required in the interest of the Company at the corporate headquarters or any other location, either in France or abroad, as determined by the Chairman in consultation with the Chief Executive Officer.

The meeting is called by the Chairman as stipulated by law, by any means, even verbally, and may be called at the request of the Chief Executive Officer or at least one-third of the Directors.

An agenda clearly stating matters to be discussed shall be attached to each notice of meeting.

In the event the Chairman and the Vice-Chairman or Chairmen cannot attend, the Chairman or, if he does not do so, the Board may designate for each meeting the Director who shall chair the meeting.

 

2.

Any Director, whether a natural person or the standing representative of a legal person, may give another Director power of attorney to represent him at a board meeting; the authorized agent must show proof of his power of attorney at the start of the meeting. Directors may hold only one power of attorney per meeting which shall be valid for a specific meeting only.

Except in the cases excluded by law, Directors who participate in meetings of the board of Directors by means of videoconferencing or of telecommunication enabling them to be identified and guaranteeing their effective participation under the conditions provided by applicable law, shall be deemed to be present for the purposes of calculating the meeting’s quorum and majority.

 

3.	Except as stipulated in Paragraphs 3 and 4 of Article 16 below, for resolutions governing the choice of management, resolutions shall be adopted under the quorum and majority laid down by law. In the event of a tie, neither the Chairman nor any Director acting as chairman shall have casting vote.

 

4.	The minutes of the meetings shall be drawn up and copies shall be certified and delivered in accordance with the law.

 

5.	On the Chairman’s proposal, the Board may authorize members of management or third parties to attend Board meetings; they shall not have a vote

Article 16 — Powers and duties of the Board of Directors

 

1/	The Board of Directors is vested with complete authority granted to it by the legislation in effect.

The Board shall determine the business strategies of the company and shall ensure their implementation.

Subject to the authority expressly reserved for the Shareholders, and within the limits of the corporate purpose, the Board of Directors shall deal with any question that affects the company’s operations, and governs the affairs of the company through its deliberations.

 

2/	The Board of Directors shall decide whether the management of the company will be performed by the Chairman of the Board of Directors or by a Chief Executive Officer.

The Board of Directors may deliberate on this choice only if at least two-thirds of its current members are present. When it has been unable to deliberate because the required quorum is not present, the Board of Directors must meet a second time to deliberate again within a maximum period of ten days.

 

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

3/	The Board’s decision with respect to the management method of the company shall be made by a two-thirds majority of the Directors present or represented, and shall remain valid until a new decision from the Board.

 

4/	Each Director shall receive all of the information necessary to perform the duties of his office and may obtain any document he deems useful.

 

5/

Notwithstanding statutory provisions, particularly those concerning the chairman of the Board of Directors or the Chief Executive Officer, if he is a Director, Directors do not in the exercise of their management enter into any personal or joint undertaking with regard to the Company’s commitments; within the limits set by the laws in force, they shall only be liable for performance of their appointed duties.

Article 17 — Chairman, Vice-Chairmen, Chief Executive Officer,

Deputy Chief Executive Officers, and Secretary

 

1.	The Board of Directors shall appoint, under a simple majority vote of the Directors present or represented, from among its members a Chairman for a term not to exceed the term of his/her position as a Director.

The Chairman of the Board of Directors shall perform the missions assigned to him by law; in particular, he shall ensure the proper functioning of the company’s governing bodies. He shall chair meetings of the Board of Directors, organize the work of the Board, and ensure that the Directors are able to fulfill their mission.

The Board of Directors shall appoint, if it so wishes, one or more Vice-Chairman, and shall set their term of office which may not exceed their term as Director. The Vice-Chairman, or the most senior Vice-Chairman, shall perform the duties of the Chairman when he is unable to do so.

 

2.

If the Board of Directors does not assign the general management of the Company to the Chairman, the Board of Directors shall appoint, under a simple majority vote of the Directors present or represented, whether from among its members or outside the board, a Chief Executive Officer for a term, determined by the Board of Directors at the time of such appointment, not to exceed, if applicable, the term of his/her position as a Director.

 

3.

The Chief Executive Officer is invested as of right with the fullest power to act in all circumstances as the Company’s behalf, within the limits of the corporate purpose and subject to the powers expressly invested in Shareholders’ Meetings by law and the powers specifically invested in the Board of Directors.

The Chief Executive Officer shall represent the company in its relations with third parties. He shall represent the company in the courts.

When the Chairman of the Board of Directors assumes the management of the company, the provisions of this Article and the law governing the Chief Executive Officer shall apply to him.

 

PAGE 8

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

4.	On the proposal of the Chief Executive Officer, the Board of Directors may authorize one or more persons to assist him, who shall have the title of Senior Executive Vice-President.

A maximum of five Senior Executive Vice-Presidents may be appointed.

The scope and duration of the powers delegated to Senior Executive Vice-Presidents shall be determined by the Board of Directors in agreement with the Chief Executive Officer.

Senior Executive Vice-Presidents have the same authority as the Chief Executive Officer with respect to third persons.

In the event the office of Chief Executive Officer becomes vacant, the duties and powers of the Senior Executive Vice-Presidents shall continue until the appointment of a new Chief Executive Officer, unless otherwise decided by the Board of Directors.

 

5.

The Board of Directors on the recommendation of the Chairman or the Chief Executive Officer, the chairman or the Chief Executive Officer themselves and the Senior Executive Vice President or Vice Presidents, may, within the limits set by law, delegate such powers as they or he deem fit, either for the management or conduct of the Company’s business or for one or more specific purposes, to all authorized agents, whether members of the board or not or member of the Company or not, individually or as committees. Such powers may be standing or temporary and may or may not be delegated to deputies.

All or some of such authorized agents may also be authorized to authenticate all copies or extracts of all documents for which certification procedures are not laid down by law, and in particular all powers of attorney, Company accounts and Articles of association and by-laws, and to issue all certificates pertaining thereto.

Powers of attorney granted by the board of Directors, the Chairman, the Chief Executive Officer or the Senior Executive Vice President or Vice Presidents pursuant to the present Articles of association and by-laws shall remain effective should the terms of office of the Chairman, the Chief Executive Officer, the Senior Executive Vice President, or Directors expires at the time such powers of attorney were granted.

 

6.	The Board shall appoint a secretary and may also appoint a deputy secretary under the same terms.

Article 18 – Age limit for Chief Executive Officer and Deputy Executive Officers

The Chief Executive Officer and Deputy Executive Officers may hold office for the period set by the Board of Directors, but this period shall not exceed their term of office as Directors, if applicable, nor in any event shall such period extend beyond the date of the Ordinary Shareholders’ Meeting called to approve the financial statements for the fiscal year in which they shall have reached 68 years of age. The same age limit shall apply to the Chairman when he/she is also the Chief Executive Officer. When the Chairman does not also occupy the position of Chief Executive Officer, he may hold the office of Chairman for the period set by the Board of Directors, but this period shall not exceed his/her term of office as Director, subject to the terms set forth in Article 13.

 

PAGE 9

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Article 19 — Remuneration of Corporate Officers and Directors

 

1.	The remuneration for the Chairman of the Board of Directors, the Chief Executive Officer, and the Senior Executive Vice-President or Vice-Presidents shall be set by the Board of Directors. Said remuneration may be fixed and/or proportional.

 

2.	The Shareholder’s Meeting may award and set Directors’ fees which shall remain unchanged until amended by a new resolution.

The Board shall distribute said amount among the Directors as it sees fit and as required by law.

Directors may not receive from the Company any remuneration, permanent or not, other than those specified by the law or nor contrary to it.

Article 20 – Statutory auditors

The ordinary Shareholders’ Meeting shall appoint at least two statutory auditors to undertake the duties required by law. The auditors may be reappointed.

The Shareholders’ Meeting shall appoint as many deputy auditors as statutory auditors pursuant to paragraph 1 above.

Article 21 — Shareholders’ Meetings

 

1.	Ordinary and extraordinary Shareholder’s Meetings shall be convened and held according to the rules and procedures laid down by law.

The duly constituted Shareholders’ Meeting shall represent all the Shareholders.

Its decisions are binding on all Shareholders, including those not present or dissenting.

 

2.	Meetings shall take place at the registered office or at any other place specified in the notice of Meeting.

 

3/

A shareholder may participate in a Shareholders’ Meeting in person, by mail or by proxy upon presentation of proof of identity and upon proof of registration of his shareholding in the company, at midnight (French time) on the second Business Day prior to the Shareholders’ Meeting either in the shareholders’ register held by the company or in the register of bearer shares held by the authorized intermediary. Entry in the register of bearer shares held by the authorized intermediary shall be proved by a certificate of attestation of the shareholding to be delivered by the authorized intermediary within the time and on the terms and conditions stipulated in the regulations in force.

Subject to the terms and conditions defined by regulations and the procedures defined by the Board of Directors, Shareholders may participate and vote in all Ordinary or Extraordinary Shareholders’ Meetings by video-conferencing or any electronic communication method, including internet, that allows identification of the Shareholder.

 

4/

Subject to the conditions defined by regulations Shareholders may send their proxy or mail voting form for any Ordinary or Extraordinary Meeting either in paper form or, on the decision of the Board of Directors published in the notices of meetings, by electronic transmission. The electronic signature of the form consists, by a prior decision of the Board of directors, of any process of identifying which safeguards its link with the electronic form to which it relates by a login and password or any other process in the conditions defined by regulations in force.

 

PAGE 10

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

In order to be considered, all necessary forms for votes by mail or by proxy must be received at the Company’s registered offices or at the location stated in the notice of the Meeting at least two days before any Shareholders’ Meeting. This time limit may be shortened by decision of the Board of Directors. Instructions given electronically that include a proxy or power of attorney may be accepted by the company under the conditions and within the deadlines set by the regulations in effect.

 

5.	The Meeting may be rebroadcast by video-conferencing or electronic transmission. If applicable, this will be mentioned in the notice of Meeting.

 

6/

A shareholder who has voted by correspondence, sent a delegation of power or requested an admission card or certificate of attestation of shareholding may nevertheless transfer all or part of the shares in respect of which he has voted by correspondence, sent a delegation of power or requested an admission card or certificate of attestation of shareholding. However, if the transfer of ownership occurs prior to midnight (French time) on the second Business Day prior to the Shareholders’ Meeting, upon notification by the authorized intermediary which holds the share register, the company shall cancel or amend, as the case may be, the vote by correspondence, the delegation of power, the admission card or the certificate of attestation of shareholding. Notwithstanding any agreement to the contrary, no transfer of ownership after midnight (French time) on the second Business Day prior to the Shareholders’ Meeting, whatever means are used, shall be notified by the authorized intermediary or taken in to account by the company.”

 

7.	The Shareholders’ Meeting shall be chaired either by the Chairman or Vice Chairman of the Board of Directors, or by a Director appointed by the Board of Directors or by the Chairman.

Shareholders shall appoint the officers of the Meeting made up of the Chairman, two tellers and a secretary.

The tellers shall be the two members of the Meeting representing the largest number of votes or, should they refuse, those who comme after in descending order until the duties are accepted.

 

8.	Copies or extracts of the minutes may be authentificated by the Chairman of the Board of Directors, the secretary of the Shareholders’ Meeting, or the Director appointed to chair the Meeting.

Article 22- Voting rights

Without prejudice to the following provisions, each member of the Shareholders’ Meeting has as many votes as shares that he/SHE owns or represents.

However, double voting rights are attached to all fully paid up registered shares, registered in the name of the same holder for at least three years.

Double voting rights shall be cancelled as of right for any share that is converted into a bearer share or whose ownership is transferred. However, the period set here above shall not be interrupted, nor existing rights cancelled, where ownership is transferred, the shares remaining in registered form, as a result of intestate or testamentary succession, the division between spouses of a common estate, or donation inter vivos in favor of a spouse or heirs.

Voting rights in all ordinary, extraordinary or special Shareholders’ Meetings belong to the usufructuary.

 

PAGE 11

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Article 23- Financial year

The financial year shall begin on January 1^st and end on December 31^st.

Article 24 – Allocation of profits

The difference between the proceeds and the expenses of the financial year, after provisions, constitutes the profits or the losses for the financial year. From the profits, minus previous losses, if any, shall be deducted the sum of 5% in order to create the legal reserves, until such legal reserves are at least equal to 1/10^th of the share capital. Additional contributions to the legal reserves will be required if the legal reserves fall below, for any reason, that fraction.

The distributable profits shall be the profits for the financial year minus the previous losses and the above-mentioned deduction plus income carried over. The Shareholders’ Meeting, on a proposal of the board, may decide to carry over some or all of the profits, to allocate them to reserve funds of whatever kind or to distribute them to the Shareholders as a dividend.

Besides, the Shareholders’ Meeting may decide the distribution of sums deducted from the optional reserves, either as initial or additional dividends or as special distribution. In this case, the decision indicates clearly the items from which the said sums are deducted. However, the dividends are deducted first from the distributable profits of the financial year.

The ordinary Shareholders’ Meeting may grant each Shareholder, for all or part of the dividend distributed or the interim dividend, the option to receive payment of the dividend or interim dividend in cash or in shares.

The Shareholders’ Meeting or the Board of Directors, in the case of an interim dividend, fix the date from which the dividend shall be distributed.

Article 25 - Dissolution and liquidation

The Shareholders’ Meeting, under the quorum and majority conditions laid down by law, may, at any time and for any reason whatsoever, decide the early dissolution of the Company.

When the Company reaches its due date, or in the event of early dissolution, the Shareholders’ Meeting shall decide the manner of liquidation, appoint one or more liquidators and set their powers, their terms of office and their remuneration.

In the event of the death, resignation or indisposition of the liquidators the ordinary Shareholders’ Meeting, called under the condition laid down by law, shall take steps to replace them.

The Shareholders’ Meeting shall retain the same powers during liquidation as in the Company’s course of business.

On completion of the liquidation the Shareholders shall be called to approve the liquidator’s accounts and discharge him and to record the closing of the liquidation.

The liquidator(s) shall carry out their duties under the conditions laid down by law. In particular, they shall realize all the Company’s movable and fixed assets, including by private treaty, and extinguish all its liabilities. They may also, with the authorization of the extraordinary Shareholders’ Meeting, transfer the Company’s entire assets or contribute them to another company, in particular by way of a merger.

 

PAGE 12

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THIS DOCUMENT IS A TRANSLATION FROM FRENCH INTO ENGLISH, DELIVERED AT THE REQUEST OF THE RECIPIENT AND HAS NO OTHER VALUE THAN AN INFORMATIVE ONE.

SHOULD THERE BE ANY DIFFERENCE BETWEEN THE FRENCH AND THE ENGLISH VERSION, ONLY THE TEXT IN FRENCH LANGUAGE SHALL BE DEEMED AUTHENTIC AND BINDING.

 

 

 

Assets remaining after all liabilities have been extinguished shall first be used to pay Shareholders a sum equal to the paid up and non-redeemed capital. Any surplus shall constitute profits and shall be divided between all the Shareholders, subject to rights related to shares of different classes, if any.

Article 26 - Disputes

Any disputes that may arise during the Company’s term or at its liquidation, whether between Shareholders and the Company or between Shareholders themselves where they concern Company matters, shall be subject to the jurisdiction of the competent courts.

 

PAGE 13

EXHIBIT 5.1

 

		Securities and Exchange Commission Washington, DC 20549
		December 15, 2015

RE: July 29, 2015 Performance Share Plan

Ladies and Gentlemen:

I am Deputy Secretary of the Board of directors of Alcatel Lucent (the “Company”), a company incorporated in the Republic of France. In that capacity, I have acted as counsel for the Company in connection with the July 29, 2015 Performance Share Plan (the “Plan”). In that regard, the Company is filing a registration statement on Form S-8 to register the following number of ordinary shares of the Company, par value €0.05 per share (the “Shares”) issuable to employees of direct and indirect subsidiaries of the Company in the United States and Canada: 4,755,450 shares under the Plan. This opinion is limited to the laws of France and is provided to you as a supporting document for the Shares.

In furnishing this opinion, I or lawyers under my supervision have examined such documents, corporate records and other agreements, instruments or opinions as I have deemed necessary for purposes of this opinion. In this examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as copies. On the basis of the foregoing, I am of the opinion that the Shares have been duly authorized and, when issued in accordance with the Plan, will be validly issued and fully paid and non-assessable.

I do not purport to be an expert on the laws of any jurisdiction other than the laws of the Republic of France, and I express no opinion herein as to the effect of any other laws.

I am furnishing this letter to you solely for your benefit and for the purpose of the Shares. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 that the Company is filing with the United States Securities and Exchange Commission with respect to the Shares. By giving my consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations issued thereunder.

Very truly yours,

 

/s/ Nathalie Trolez Mazurier
Name:		Nathalie Trolez Mazurier
Title:		Deputy Secretary

 

 

ALCATEL LUCENT		www.alcatel-lucent.com
Société Anonyme au capital de EUR 141 233 417.05
Siège social : 148/152 route de la Reine - Boulogne Billancourt 92100 – France
542 019 096 R.C.S. Nanterre – A.P.E. 7010 Z

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement pertaining to the July 29, 2015 Performance Share Plan on Form S-8 of our reports dated March 19, 2015, relating to the consolidated financial statements of Alcatel Lucent and subsidiaries (“Alcatel Lucent”) and effectiveness of Alcatel Lucent’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of Alcatel Lucent for the year ended December 31, 2014.

 

/s/ Deloitte & Associés

Deloitte & Associés

Neuilly-sur-Seine, France

December 15, 2015

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement pertaining to the July 29, 2015 Performance Share Plan of our reports dated March 19, 2015, with respect to the consolidated financial statements of Alcatel-Lucent and subsidiaries and the effectiveness of internal control over financial reporting of Alcatel-Lucent and subsidiaries included in its Annual Report (Form 20-F) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young et Autres

Ernst & Young et Autres

Represented by Jean-François Ginies

Paris-La Défense, France

December 15, 2015

		Rules applicable to Performance Shares		Page 1 of 13		Effective on : July 29, 2015

The purpose of this Plan is to define the terms and conditions applicable to the award of Performance Shares to employees, whose employment contracts are in force at the Grant Date, of Alcatel Lucent or companies affiliated to Alcatel Lucent within the meaning of article L. 225-197-2 of the French Commercial Code.

This award of Performance Shares is governed by the provisions of articles L. 225-197-1 et seq. of the French Commercial Code, articles 212-4 and 212-5 of the General Rules of the Autorité des Marchés Financiers, and the provisions hereof.

This award occurs while Alcatel Lucent is under a project of a Public Exchange Offer by Nokia. This plan document includes some changes of terms and conditions in case of success of this offer.

SUMMARY

 

1 – Definitions		2 - 3
2 – Grant of Performance Shares		4
2.1. Beneficiaries		4
2.2. Method of grant		4
3 – Vesting Period		5 - 11
3.1. Duration of the Vesting Period		5
3.2. Rights of the Beneficiary during the vesting period		5
3.3. Vesting of Shares		5
3.4. Death or disability of the Beneficiary during the vesting period		9
3.5. Status of the Beneficiary’s Rights in the event of a change affecting the situation of the Company		10
3.6. Delivery of Shares		10
3.7. Source of Shares		10
4 – Status of Shares at the end of the holding period		11 - 12
4.1. Rights of the Beneficiary		11
4.2. Transferability of Shares		11
4.3. Periods when the transfer of Shares is prohibited		11
4.4. Listing of the new Shares		12
5 – Amendments		12
6 – Tax and social security contributions		12
6.1. Payment		12
6.2. Filing obligations		12
7 – Duration		12
8 – Governing Law		12
9 – Dispute resolutions		12
10 – List of Telecommunications equipment providers composing the Panel		13

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		Rules applicable to Performance Shares		Page 2 of 13		Effective on : July 29, 2015

 

1. DEFINITIONS

The following words and expressions used in this Plan with a capital initial shall have the meaning given below:

Award of Performance Shares means the award of free shares, under conditions, decided by the Board of Directors of the Company pursuant to the authorization given to it by the shareholders’ extraordinary general meeting of May 26, 2015, and pursuant to the provisions of articles L. 225-197-1 et seq. of the French Commercial Code and this Plan;

Beneficiary means an employee of the Company or of a Subsidiary who is awarded Performance Shares;

Company means Alcatel Lucent;

Conditions means the conditions to which the Vesting of Performance Shares is subject, in accordance with the provisions of paragraph 3.3.1 of this Plan;

Final Reference Stock Price has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Grant Date means July 29, 2015, date on which the Board of Directors of the Company decided upon the Award of Performance Shares;

Group means the Company and its Subsidiaries;

Initial Reference Stock Price has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Panel has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Performance Ratio has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Period 1 has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Period 2 has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Plan means this document;

Public Exchange Offer means the public exchange offer by Nokia on the Company’s securities;

Reduced Liquidity refers to the occurrence of at least one of these conditions:

 

•

The Company Shares are no longer listed on a regulated stock market within the meaning of article L. 421-1 of the French monetary and financial code (Code monétaire et financier);

 

•

Nokia directly or indirectly holds at least 85% of the Company Shares; or

 

•

the average daily volume of the Company Shares traded on Euronext Paris calculated on the last consecutive twenty (20) trading days preceding the relevant date falls below five million (5,000,000) Company Shares.

Right means the right to Vesting of Performance Shares subject to the fulfillment of the Conditions;

Share means one ordinary share of the Company;

Subsidiary means any company or economic interest grouping (groupement d’intérêt économique), at least 50% of the share capital or voting rights of which are held directly or indirectly by the Company;

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		Rules applicable to Performance Shares		Page 3 of 13		Effective on : July 29, 2015

 

Trading Day means any day on which Euronext Paris market is open for trading;

Trigger Point has the meaning set forth in paragraph 3.3.1 b) of this Plan;

Vesting Date means the first business day following the end of the Vesting Period;

Vesting of Performance Shares means the transfer of the ownership of Shares to the Beneficiary at the Vesting Date;

Vesting Period means the period starting from the Grant Date and ending on the fourth anniversary date of the Grant Date.

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		Rules applicable to Performance Shares		Page 4 of 13		Effective on : July 29, 2015

 

2. GRANT OF PERFORMANCE SHARES

2.1. Beneficiaries

The Beneficiaries of Performance Shares shall be bound to the Company or one of its Subsidiaries by an employment contract which is effective at the Grant Date. When the Performance Shares are granted in respect with this Plan, Beneficiaries shall not be persons fulfilling a social mandate within the Company.

The list of Beneficiaries selected by the Board of Directors is annexed to the minutes of the Board meeting at which the Award of Performance Shares was decided, and is held by the Secretary of the Board of Directors under the form of a listing signed by the President and the Secretary of the Compensation Committee. An electronic copy (CD-Rom) of the list that is authenticated by the Secretary of the Board of Directors may also be created.

Awards of Performance Shares and, if required, issuance of Shares pursuant to this Plan are made to each employee Beneficiary subject to the approval of the competent authorities (notably the regulatory and market surveillance authorities, exchange control and foreign investment or tax authorities) of the country in which the employer has its registered office and with regard to applicable legal and regulatory provisions, notably exchange regulations.

2.2. Method of grant

2.2.1 Individual Notice

Each Beneficiary shall be informed by an individual letter of the specific terms and conditions applicable to the Award of Performance Shares, and in particular:

 

(a)	the number of Performance Shares to be awarded to him/her;

 

(b)	the Grant Date;

 

(c)	the duration of the Vesting Period;

 

(d)	the Conditions to which the Vesting of Performance Shares at the Vesting Date is subject;

 

(e)	the procedure in order to accept or reject the Award of Performance Shares.

The complete version of this Plan is available on the Company’s intranet for consultation and download.

2.2.2 Acceptance or rejection

Each Beneficiary shall expressly accept or reject the terms and conditions of the Award of Performance Shares by following the process for this purpose as described on the Company’s intranet and within 40 days of the individual notice.

Acceptance will be deemed to include in particular acceptance by the Beneficiary of the terms of the Plan, the conditions stipulated in the individual notice and all tax or social security consequences attached to the Award of Performance Shares or Vesting of Performance Shares. In case of success of Nokia’s Public Exchange Offer, the Beneficiary irrevocably accepts to be bound by the terms and conditions of the liquidity agreement appended hereto and referred to in the individual notification, which provides for the exchange of the Beneficiary’s Performance Shares, if a reduced liquidity (as defined therein) of Alcatel Lucent Shares occurs, for either (i) Nokia shares according to an exchange ratio of 0.55 Nokia shares for each Alcatel Lucent Share (subject to adjustments if need be), or for (ii) a cash amount equivalent to the market value of such Nokia shares.

Any Beneficiary who does not formally express his/her acceptance of the Award of Performance Shares and the liquidity agreement in the conditions set forth above will be deemed to have permanently forfeited his rights to the Award of Performance Shares, without being able to claim any compensation or indemnity from his/her employer, the Company or any of its Subsidiaries.

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		Rules applicable to Performance Shares		Page 5 of 13		Effective on : July 29, 2015

 

3. VESTING PERIOD

3.1. Duration of the Vesting Period

Pursuant to the shareholders’ authorization given to the Board of Directors at the general meeting on May 26, 2015, the Board of Directors hereby sets the duration of the Vesting Period to four years from the Grant Date, i.e. until July 29, 2019.

3.2. Rights of the Beneficiary during the Vesting Period

3.2.1 Non-transferability of Rights

The Rights are personally granted to the Beneficiary and may not be transferred in any way whatsoever, or be pledged in any way.

Any action taken in violation of the provisions of this paragraph 3.2.1 produces no effect towards, and may not be invoked against, the Company and will render the Rights that were affected null and void. The Beneficiary shall not be entitled to any compensation or indemnity of any kind in relation to the Rights that will be nullified as a result of the preceding sentence.

3.2.2 Preservation of the Beneficiary’s Rights in the event of a financial transaction

In the event of any financial transactions listed in appendix 3 of the liquidity agreement (appended hereto), the Board of Directors of the Company may make any adjustment to the maximum number of Shares that may be delivered to the Beneficiary at the Vesting Date, provided that the Conditions are met, so that the Beneficiary is no better-off no worse-off as a result of such financial transactions, as the case may be.

Since the sole purpose of any such adjustment is to preserve the Rights of the Beneficiary, any additional Rights awarded as a result of such an adjustment will be subject to the same Conditions as the initial Rights hereunder. In particular, such additional Rights will be subject to the remaining Vesting Period as of the date of the adjustment and the vesting of additional Performance Shares will be subject to the same Conditions.

The Beneficiary will be informed of the terms of any adjustment (as the case may be) and its impact on his/her Award of Performance Shares.

As a result of the above-mentioned adjustments, it is possible that a Beneficiary will no longer meet the conditions that allow him to enjoy the applicable tax and social security regime. Should this occur, the Beneficiary shall bear the consequences for him/her and the non-applicability of the tax and social security regime with no recourse against his/her employer, the Company, or any of its Subsidiaries.

In case a reduced liquidity is notified according to the liquidity agreement appended hereto (and as defined thereto), the adjustments provided herein and/or in the liquidity agreement shall in no event result in the Beneficiaries being more favorably treated or less favorably treated than if the financial transaction from which the adjustments result had not occurred.

3.3. Vesting of Performance Shares

3.3.1 Conditions to the Vesting of Performance Shares

Vesting of Performance Shares by the Beneficiary will take place on the Vesting Date, subject to the fulfillment of the following performance and presence conditions at the end of 2 periods:

 

•

at the end of a 2-year period from the Grant Date for 50% of the initial grant of Performance Shares (Period 1),

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		Rules applicable to Performance Shares		Page 6 of 13		Effective on : July 29, 2015

 

•

at the end of a 4-year period from the Grant Date for the remaining 50% of the Performance Shares (Period 2).

 

a)

Presence condition

 

i.

At the end of Period 1

The vesting of 50% of the Shares for the initial grant is subject to the presence of the Beneficiary at the end of Period 1. In the event of termination or transfer of the Beneficiary’s employment contract to an unaffiliated entity before the working day following the second anniversary of the Grant Date, there shall be no Vesting of Performance Shares to the benefit of the Beneficiary. In such case, 100% of such Beneficiary’s Performance Shares shall be null and void and forfeited immediately. The same consequence shall be applied to the concerned Beneficiaries of any entity which would cease to be a Subsidiary under the Plan before the working day following the second anniversary of the Grant Date.

 

ii.

At the end of Period 2

The vesting of 50% of remaining Shares is subject to the presence of the Beneficiary at the end of Period 2. In the event of termination or transfer to an unaffiliated entity of the Beneficiary’s employment contract between the working day following the second anniversary of the Grant Date and the Vesting Date, the Vesting of Performance Shares by the Beneficiary concern 50% of such Beneficiary’s Performance Shares, subject to the fulfillment of the performance condition stated in paragraph b) below. In such case, the remaining 50% shall be null and void and forfeited immediately.

The same consequence shall be applied to the concerned Beneficiaries of any entity which would cease to be a Subsidiary under the Plan between the working day following the second anniversary of the Grant Date and the Vesting Date. The termination date, or the date of transfer, or the date when an entity ceased to be a Subsidiary, is the date at which the employment agreement (or corporate office) of the Beneficiary is effectively terminated or transferred, or the effective exit of the Group of the entity, without regards to any potential challenge by the Beneficiary of its termination or transfer, or the cause or legal grounds thereof and any court decision that would question the validity or the reasons of the termination, transfer, or the effective exit of the Group of the entity.

 

iii.

Specific situation for Chinese employees

By application of the Chinese regulation, the Vesting of the Performance Shares by the Beneficiaries, employees of a Chinese legal unit and Chinese citizen, is subject to the presence of the Beneficiary at the end of Period 2. In case of its termination before the end of the Vesting Period, 100% of the Rights shall be null and void and forfeited immediately.

 

iv.

Exception

The Chief Executive Officer may grant a waiver and deem the presence condition satisfied notwithstanding the realization of the events above. The exception may be individual or collective. In any event, the performance condition set out in paragraph b) hereunder shall continue to apply.

 

b)

Performance condition

The determination of the performance condition will depend on the stock market performance of the Shares, compared to those of a representative selection of solutions and services providers in the telecommunications equipment sector, such list being set out in paragraph 10 (the “Panel”), which has been adopted by the Board of Directors.

If during the Vesting Period, any change in the nature of the Company’s activities occurs such that less than half of its sales is derived from solutions and services linked to the telecommunications equipment sector, the Board of Directors will revise the performance condition during its first meeting following evidence of this

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		Rules applicable to Performance Shares		Page 7 of 13		Effective on : July 29, 2015

 

situation. If, during the Vesting Period, the Panel is modified as a result of a change of activities or corporate transactions (such as a merger or spin-off) affecting one or several companies listed therein, the Board of Directors shall be entitled to revise such list.

 

i.

Determination of the Performance Ratio for Periods 1 and 2 :

 

•

The initial reference stock price shall be calculated on the Grant Date. It shall be equal to the average of the opening price of the Alcatel Lucent Share on the Euronext Paris stock market over the 20 Trading Days preceding the Grant Date, rounded up to the nearest cent of a Euro (the “Initial Reference Stock Price”). The reference stock market price of the other issuers composing the Panel shall be calculated on the same basis and the same rounding rules on their respective main listing stock market and in their corresponding local currency;

 

•

Following Periods 1 and 2, the reference stock price shall be calculated on the same basis for Alcatel Lucent and the other issuers composing the Panel, i.e. the average of the 20 opening prices preceding the end of the comparison period (the “Final Reference Stock Price”);

 

•

For Alcatel Lucent on the one hand, and for any other issuer included in the above-mentioned Panel on the other hand, the performance ratio enabling the appreciation of the stock performance (the “Performance Ratio”) shall be calculated by dividing the Final Reference Stock Price by the Initial Reference Stock Price.

 

•

In case of Reduced Liquidity occurring during Period 1 or 2, the following changes will be made:

 

•

The Performance Ratio shall be calculated by dividing the Nokia Final Reference Stock Price by the Initial Reference Stock Price divided by the Exchange Ratio (as defined in the liquidity agreement appended hereto and as may be adjusted from time to time according to the provisions thereof with respect to transactions carried out by Nokia).

where:

 

•

The Nokia Final Reference Stock Price shall be determined according to the same methodology as the Final Reference Stock Price, mutatis mutandis, i.e. the average of the 20 opening prices preceding the end of the comparison period.

 

ii.

Assessment at the end of Periods 1 and 2

The level of realization of the performance condition will be subject to a comparison of the Performance Ratio with the median of the Panel’s Performance Ratio and the Trigger Point, determined as follows:

 

•

If the Performance Ratio is inferior to the Trigger Point, i.e. 60% to the median of the Panel’s Performance Ratios, there shall be no Rights in connection with such Period;

 

•

If the Performance Ratio is superior to the median of the Panel’s Performance Ratios, 100% of the Rights related to the considered Period will be vested subject to the final revision at the end of Period 2;

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		Rules applicable to Performance Shares		Page 8 of 13		Effective on : July 29, 2015

 

•

Between those two bounds, the number of Rights in connection with the considered Period shall be linearly calculated subject to the final revision at the end of Period 2 (see chart below).

 

At the end of each Period 1 and 2, an adviser firm, appointed by the Board of Directors, will provide an analysis on the level of realization of the performance condition. This analysis will be communicated to the Chief Financial & Legal Officer of the Group who will acknowledge the fulfilment or not of the performance condition, who will then inform the Board of Directors at its next meeting.

 

iii.

Final revision at the end of Period 2

The determination of the definitive number of Shares vested will take place at the end of Period 2, for all the Beneficiaries that were present or not on the Vesting Date, by comparison of the level of realization of the performance condition evidenced at the end of Periods 1 and 2 as follows:

 

•

If the level of realization of the performance condition at the end of Period 2 is superior to the one at the end of Period 1, the level of realization of the performance condition at the end of Period 2 shall apply to the whole Vesting of Performance Shares;

 

•

If the level of realization of the performance condition at the end of Period 2 is inferior to the Trigger Point, i.e. 60% to the median of the Panel’s Performance Ratios, no Shares shall be vested in connection with the two periods considered;

 

•

If the level of realization of the performance condition at the end of Period 2 is inferior to the one at the end of Period 1, but still superior to the above-mentioned Trigger Point, the level of realization of the performance condition at the end of each Period shall be taken respectively for such Period.

This can be summarized in the chart below, in which:

 

•

a) corresponds to the level of realization of the performance condition at the end of Period 1,

 

•

b) corresponds to the level of realization of the performance condition at the end of Period 2.

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		Rules applicable to Performance Shares		Page 9 of 13		Effective on : July 29, 2015

 

3.3.2 Consequences of non-compliance with the Conditions

The Vesting of Performance Shares shall only concern the Performance Shares for which the Conditions are considered (totally or partially, according to the provisions herein) satisfied in compliance with the provisions of paragraphs 3.3.1(a) and (b).

The absence of the Vesting of Performance Shares because all or part of the Rights are null and void resulting from the non-compliance with the Conditions shall not give right to any indemnification of, or compensation to, such Beneficiary.

3.4. Death or disability of the Beneficiary during the Vesting Period

Notwithstanding the foregoing, in the event of death of the Beneficiary during the Vesting Period, his/her heirs may request the Vesting of Performance Shares within six months of the date of death. The vesting shall occur in relation to 100% of all such Performance Shares without applying the terms of the performance condition set in paragraph 3.3.1 b) above.

The Shares so delivered are freely transferable.

When the above-mentioned six-month period following the death expires, the Performance Shares will become null and void, and the Beneficiary’s heirs may no longer request the Vesting of Performance Shares to their benefit.

In case of disability of 2nd or 3rd category of the Beneficiary, as defined in article L.341-4 of the French Social Security Code, Vesting of Performance Shares for such Beneficiary will take place as soon as such event is notified to the Company. The vesting shall occur in relation to 100% of all such Performance Shares without applying the terms of the performance condition set in paragraph 3.3.1 b) above.

The Shares so delivered are freely transferable.

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		Rules applicable to Performance Shares		Page 10 of 13		Effective on : July 29, 2015

 

3.5. Status of Beneficiaries’ Rights in the event of a change affecting the situation of the Company

3.5.1 Events impacting the situation of the Company

Should one of the following events occurs before the end of the Vesting Period

 

(a)

a merger, demerger or spin-off of the Company, or

 

(b)

a change of control of the Company (“control” having the meaning ascribed to such term in article L. 223-3, I of the French Commercial Code), or

 

(c)

a takeover bid or exchange offer (except if launched by Nokia) for all the shares of the Company such that, if the offer is successful, the bidder would obtain control over the Company,

the Board of Directors of the Company may, in its sole discretion, decide what position to take with respect to the Performance Shares.

In particular, the Board of Directors of the Company may, as the case may be:

 

(i)

agree with the new company, successor or buyer(s) that such company shall either: (x) take over all rights and obligations of the Company pursuant to this Plan or (y) replace Performance Shares granted hereunder by granting the Beneficiary new Performance Shares, which it shall deem in good faith to be of the same value. Accordingly, the Beneficiary may, in the event of a merger and if the general meeting of shareholders of the merging company agrees to uphold the provisions hereof, be allotted Performance Shares of the merging company under the conditions set by its general shareholders’ meetings, after adjustment, as necessary, based on the exchange ratio applied under the merger agreement. Generally, in the event of share exchanges in connection with a merger, demerger or spin-off conducted in accordance with applicable regulations, the Vesting Period will remain applicable to Performance Shares then received for the remainder of its duration at date of the exchange, according to article L. 225-197-1, III of the French Commercial Code; or

 

(ii)

indemnify the Beneficiary for the loss resulting from the forfeiture of their Performance Shares or the waiver of such Performance Shares upon the request of the Company.

3.5.2. Tax and social security consequences

As a result of the events and transactions above, the Beneficiary could cease to meet the conditions that would otherwise enable him/her to enjoy the tax and social security regime applicable to him/her in light of his/her personal circumstances. Should this occur, the Beneficiary will bear the consequences as an employee of the non-applicability of the initial tax and social security regime with no recourse against his/her employer, the Company, or any of its Subsidiaries.

3.6. Delivery of Shares

On the Vesting Date of the Performance Shares, subject to the provisions of paragraphs 3.4 and 3.5, the Company will transfer to each Beneficiary the number of Shares to which he is entitled, as determined in accordance with this Plan.

The delivery of Shares conveys full ownership of the Shares to the Beneficiary or, as the case may be, his/her legal heirs.

3.7. Source of Shares

The Shares to be transferred to the Beneficiary at the Vesting Date will be new Shares issued of a share capital increase. No later than the Vesting Date, the Board of Directors of the Company shall have the ability to modify its choice and to decide to transfer treasury Shares repurchased by the Company pursuant to articles L.225-208 and L.225-209 of the French Commercial Code.

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		Rules applicable to Performance Shares		Page 11 of 13		Effective on : July 29, 2015

 

In case of death or invalidity of a Beneficiary during the Vesting Period, the Shares that will be transferred, shall be existing Shares.

4. STATUS OF SHARES AT THE END OF THE HOLDING PERIOD

4.1. Rights of the Beneficiary

4.1.1. Rights attached to Shares

Shares transferred upon Vesting of Performance Shares shall be identical to the Company’s ordinary shares at that date, in particular with regard to voting rights, rights to dividend and payment of any reserves, the right to attend shareholders’ meetings, rights of communication, and preferential subscription rights attached to each Share. They shall be subject to all the provisions of the by-laws, and all decisions of shareholders’ meetings shall be binding upon each Beneficiary.

4.1.2. Effective date of shareholders’ rights

In the event that Shares transferred to the Beneficiary as a result of the Vesting of Performance Shares are existing Shares, such Shares will enjoy shareholders’ rights starting on the date of their registration.

In the event that Shares transferred to the Beneficiary as a result of the Vesting of Performance Shares are newly issued Shares, such Shares will have current enjoyment. They will be assimilated to the existing Shares as soon as they are issued and will confer the same rights.

4.2. Transferability of Shares

Accordingly to the applicable legal and regulatory provisions and to the authorization of the shareholders dated May 26, 2015, the Board of Directors has decided that the Beneficiary shall not be subject to any holding requirement or period, as from the Vesting Period.

As a consequence, as from the Vesting Date, Shares shall be available and may be freely transferred by the Beneficiary in compliance with applicable law, subject to the provisions of paragraph 4.3.

4.3. Periods when the transfer of Shares is prohibited

Each Beneficiary shall comply with the Code of Conduct adopted by Alcatel Lucent in regards to the prevention of insider dealing and which may be consulted on the Company’s intranet.

In addition, given that the Shares are granted for free as part of a performance shares plan and in accordance with applicable laws, Shares may not be transferred during the following periods:

 

(a)	the ten Trading Days preceding and the three Trading Days following the dates on which the consolidated financial statements of the Company are disclosed to the public; and

 

(b)	the ten Trading Days following the date on which information which could have a significant effect on the Company’s share price is disclosed to the public.

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		Rules applicable to Performance Shares		Page 12 of 13		Effective on : July 29, 2015

 

4.4. Listing of the new Shares

The admission of the new Alcatel Lucent Shares resulting from an issue of Shares, if any, in accordance herewith, will be requested for listing on Euronext Paris market.

5. AMENDMENTS

The Board of Directors of the Company may at any time make amendments to the terms and conditions hereof that will allow the Beneficiary or the Company or its Subsidiaries to enjoy a favorable tax and social security regime in effect in any country where the Plan is applicable, or avoid any unfavorable effects that new legal, tax, accounting, or social security provisions may have on the Company or its financial statements. These amendments may take the form of sub-plan applicable only for certain Beneficiaries.

6. TAX AND SOCIAL SECURITY CONTRIBUTIONS

6.1. Payment

The Beneficiary must conform to the terms and conditions imposed by the Company, its Subsidiaries, or any other person appointed by the Company or its Subsidiaries for the payment (including withholding taxes or disposals of a portion of shares to cover this payment) of any social security contributions (including the employee social security contributions) or taxes in the country where the Beneficiary resides, in relation to his/her Performance Shares.

6.2. Filing obligations

The Beneficiary, the Company, and the Subsidiaries will respect all filing obligations with the tax and social security authorities to which they may be subject.

7. DURATION

The terms and conditions herein shall apply as long as necessary for the performance of the obligations set forth herein.

8. GOVERNING LAW

The terms and conditions herein shall be construed and interpreted in accordance with French law, except the French conflict of laws principles.

9. DISPUTES RESOLUTION

Any dispute relating to the interpretation, performance, validity of this Plan and the consequences thereof shall be exclusively submitted to the competent court within the jurisdiction of the Court of Appeal of Versailles. Each of the Beneficiaries irrevocably waives any jurisdictional privilege.

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		Rules applicable to Performance Shares		Page 13 of 13		Effective on : July 29, 2015

 

10. LIST OF TELECOMMUNICATIONS EQUIPMENT PROVIDERS COMPOSING THE PANEL

 

		Currency		20 trading day average stock price prior to 7/29/2015
Adtran		USD			16.43
Amdocs		USD			55.80
Arris		USD			30.64
Ciena		USD			24.61
Cisco		USD			27.76
CommScope		USD			30.52
Ericsson (ORD)		SEK			89.96
Juniper		USD			26.42
Nokia (ORD)		EUR			6.13
ZTE		HKD			19.01

As for Alcatel Lucent, the 20 Trading Day average stock price prior to 7/29/2015 is EUR 3.29.

In case of Reduced Liquidity, for the application of the performance conditions, the structure of the Panel will be adapted to take into account this evolution, Nokia being withdrawn from such Panel.

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Appendix

 

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2015 PERFORMANCE SHARES LIQUIDITY AGREEMENT

BETWEEN:

 

•

Nokia Corporation, a corporation incorporated under the laws of Finland, with a share capital of EUR 245,896,461.96, which registered office is located Karaportti 3, 02610 Espoo, Finland, registered with the Trade Register of the Finnish Patents and Registration Office under number 0112038-9, duly represented for the purposes hereof (“Nokia”)

on the first part,

 

•

Alcatel-Lucent, a société anonyme incorporated under the laws of France, with a share capital of EUR 141,233,417.05, which registered office is located 148/152, Route de la Reine – 92100 – Boulogne-Billancourt, France, registered with the Nanterre company registry under number 542.019.096, represented for the purposes hereof by Philippe Camus, duly authorized, (the “Company”)

on the second part,

AND

 

•

The beneficiary having complied with the Acceptance Process (the “Beneficiary”, and together with Nokia and the Company, the “Parties”),

on the third part,

RECITALS:

In connection with the Public Exchange Offers, Nokia has undertaken under certain conditions to propose a mechanism that would ensure the liquidity of certain Performance Shares if the liquidity of the Company Shares is significantly reduced as a result of the completion of the Public Exchange Offers (as further described below). The terms and conditions of this liquidity mechanism are set forth in this agreement.

THEREFORE, IT HAS BEEN AGREED AS FOLLOWS:

 

1.	Acceptance of the 2015 Performance Shares Liquidity Agreement

The terms and conditions of this liquidity agreement (the “2015 Performance Shares Liquidity Agreement”) shall be applicable to and binding on the Beneficiary, Nokia and the Company, provided that (i) the Beneficiary complies with the Acceptance Process, (ii) Nokia reaches the Success Threshold following the Initial Offering Period and (iii) the resolutions required to implement the Public Exchange Offers are approved by Nokia’s shareholders, it being understood that the fulfilment of conditions (ii) and (iii) will not have retroactive effect.

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2.	Definitions

The definitions of the terms contained in this 2015 Performance Shares Liquidity Agreement are set forth in Appendix 1 to this 2015 Performance Shares Liquidity Agreement.

 

3.	Scope of the 2015 Performance Shares Liquidity Agreement

This 2015 Performance Shares Liquidity Agreement is applicable to the Performance Shares granted to the Beneficiary pursuant to any of the plans listed in Appendix 2.

 

4.	Reduced Liquidity of Company Shares

A reduced liquidity (a “Reduced Liquidity”) of the Company Shares held by the Beneficiary shall occur if at least one of these conditions applies:

 

•

The Company Shares are no longer listed on a regulated stock market within the meaning of article L. 421-1 of the French monetary and financial code (Code monétaire et financier);

 

•

Nokia directly or indirectly holds at least 85% of the Company Shares; or

 

•

the average daily volume of the Company Shares traded on Euronext Paris calculated on the last consecutive twenty (20) trading days preceding the relevant date falls below five million (5,000,000) Company Shares.

The Company shall notify to the Beneficiary and Nokia by email within 5 business days following the expiry day of the applicable Vesting Period (the “Notification Period”), the occurrence of any Reduced Liquidity of the Company Shares (the “Reduced Liquidity Notification”). The Reduced Liquidity Notification shall include an example of an Exchange Ratio calculation determined based on the assumption that the Performance Shares Exchange occurred on the business day preceding the date of the Reduced Liquidity Notification, and shall detail the adjustments, if any, to be applied to the Exchange Ratio pursuant to this 2015 Performance Shares Liquidity Agreement. Unless a claim is made in accordance with the provisions of Article 7, the Exchange Ratio calculation and the adjustments (if any) as notified shall be final and binding except if an updated Reduced Liquidity Notification is made before the Performance Shares Exchange Date, in accordance with Article 6.2 of this Performance Shares Liquidity Agreement and the Appendix 3 hereto, in which case such updated Reduced Liquidity Notification will replace and supersede the previous Reduced Liquidity Notification.

 

5.	Performance Shares Exchange

The Beneficiary’s Performance Shares that are within the scope of Article 3 above will be automatically exchanged by Nokia for Nokia Shares (the “Performance Shares Exchange”) on the fifth (5^th) business day following the Reduced Liquidity Notification, if any.

 

2

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The Exchange Ratio of the Performance Shares transferred by the Beneficiary to Nokia pursuant to the Performance Shares Exchange shall be determined by Nokia in accordance with the provisions of Article 6 below. In the event the application of the Exchange Ratio would entitle the Beneficiary to receive Nokia fractional rights, he/she would receive in cash (in EUR, rounded up to the closest cent; 0.5 cent shall be rounded up to 1 cent), as an indemnity for those fractional rights, the relevant fraction of the Nokia Share price as of the Performance Shares Exchange Date.

Alternatively to the Performance Shares Exchange, Nokia may choose to implement a payment in cash in respect of the Performance Shares, in its sole discretion (the “Cash Exchange”). The Cash Exchange would be applicable under the same conditions and requirements as the Performance Shares except that the consideration for the exchange would not be Nokia Shares but a cash consideration equal to the value of the Nokia Shares the Beneficiary would have been entitled to receive by exchanging his/her Performance Shares for Nokia Shares according to the Exchange Ratio. Such Nokia Shares value shall be based on the market value of a Nokia Share on the NASDAQ OMX Helsinki Ltd. at the closing of the last trading day preceding the Cash Exchange.

Only the Cash Exchange option will be available to the Beneficiary if he/she is a resident of one of the countries listed in Appendix 4 hereto, where no confirmation is available at the date hereof on whether the Performance Shares Exchange is possible without triggering cumbersome formalities, unless such confirmation is obtained before the Exchange Date.

The Company and Nokia will have the option to proceed to the payments relating to the Cash Exchange and to the fractional rights indemnification through the Beneficiary’s next payroll (where relevant and to the extent legally permitted) and in any case, as soon as administratively practicable, notwithstanding the 5-day period allocated for the completion of the Performance Shares Exchange.

 

6.	Exchange Ratio

 

6.1

Exchange Ratio without adjustment

Nokia shall deliver, for the Company Shares exchanged under Article 5 above, a number of new and/or existing (at Nokia’s sole discretion) Nokia Shares calculated as follows and then rounded down to the next inferior whole number of Nokia Shares:

NNS     =     Exchange Ratio     x     NCS

 

Where:		“NNS” means the total number of Nokia Shares (rounded down to the next inferior whole number) to be delivered to the Beneficiary in exchange for his/her Company Shares;

 

3

---

		“Exchange Ratio” means the number of Nokia Shares to be delivered for one Company Share in accordance with the terms of the Public Exchange Offers, i.e. 0.55; and
		“NCS” means the number of Company Shares to be exchanged under this 2015 Performance Shares Liquidity Agreement.

 

 

6.2

Adjusted Exchange Ratio

Upon certain financial transactions carried out by Nokia or the Company affecting the value of their shares, the Exchange Ratio will be adjusted as described in Appendix 3.

For the avoidance of doubt, no adjustment will be made to the Exchange Ratio in the event of issuance of new shares by the Company or Nokia in relation to or as a result of the acceleration mechanisms mentioned herein, the grant of Company Shares in replacement of the 2014 stock options plans, the grant of Company performance shares in 2015 or the performance of this 2015 Performance Shares Liquidity Agreement.

 

7.

Claims

Any claim of the Beneficiary with respect to the Exchange Ratio shall be delivered by registered letter (with acknowledgement of the receipt) from the Beneficiary to Nokia, with a copy addressed to the Company, within five (5) business days as from the date the Company sent the Reduced Liquidity Notification to the Beneficiary in accordance with Article 4. The reasons for any claim shall be detailed precisely in such claim.

Nokia and the Beneficiary shall agree on an Exchange Ratio within five (5) business days as from the receipt by Nokia of the Beneficiary’s notification letter. If, after such period, Nokia and the Beneficiary have not been able to reach an agreement, the procedure provided for in Article 8 below shall apply.

 

4

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8.	Third-Party Arbitrator

In case Nokia and the Beneficiary disagree on the Exchange Ratio, any person jointly selected by the Parties within ten (10) business days following the delivery of a claim made in accordance with Article 7 or, failing to do so within such timeframe, any other person appointed by the president of the Paris Tribunal de Grande Instance on the application of the most diligent Party, acting as third-party arbitrator within the meaning of article 1592 of the French Civil Code (the “Third-Party Arbitrator”) shall determine the Exchange Ratio, within twenty (20) business days as from the date it receives a registered letter with acknowledgment of receipt pursuant to which it has been appointed jointly by Nokia and the Beneficiary or by the president of the Paris Tribunal de Grande Instance.

In case this request is sent by the Beneficiary, the Beneficiary undertakes to send on the same day a copy of such letter to Nokia and the Company.

For the purpose of the performance of the Third-Party Arbitrator’s assignment, the Company, Nokia and the Beneficiary undertake to provide it with any relevant information relating to the adjustment provided for in Article 6.2 of this 2015 Performance Shares Liquidity Agreement, that would be necessary for the Third Party Arbitrator to undertake its mission.

The Third-Party Arbitrator may request any such relevant and necessary information from the Company, Nokia and the Beneficiary.

Nokia, the Company and the Beneficiary shall be informed of the Third-Party Arbitrator’s conclusions as promptly as possible after completion of Third-Party Arbitrator’s assignment and no later than on the last day of the above-mentioned 20 business day period.

In the event the Third-Party Arbitrator fails to determine the Exchange Ratio within twenty (20) business days following the notification of its appointment, another Third-Party Arbitrator shall be appointed in the conditions set forth in this Article 8 to determine the Exchange Ratio within twenty (20) business days following the notification of its appointment and the previously appointed Third-Party Arbitrator shall be automatically revoked upon the appointment of the new Third-Party Arbitrator, and so on until a Third-Party Arbitrator effectively determines the Exchange Ratio.

Except in case of a manifest error (erreur manifeste), as interpreted by French courts, the Third-Party Arbitrator’s conclusions shall be final and binding, and therefore non-appealable, upon Nokia, the Company and the Beneficiary.

Any fees, charges and disbursements incurred for the purpose of the completion of the Third-Party Arbitrator’s assignment shall be borne by Nokia if the Third-Party Arbitrator gives right to the Beneficiary’s claim in full, and otherwise by the Beneficiary.

 

5

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9.	Beneficiary’s undertakings

By complying with the Acceptance Process, the Beneficiary cumulatively undertakes vis-a-vis Nokia and the Company (except as provided for otherwise in writing by Nokia):

 

•

not to sell, transfer, convey, alienate, mortgage, pledge or encumber his/her Performance Shares or to dispose of them other than in accordance with this 2015 Performance Shares Liquidity Agreement, or to Nokia, until the end of the Notification Period or, if a Reduced Liquidity Notification is made to the Beneficiary during such Notification Period, until the Exchange Date;

 

•

to hold in pure registered form his/her Performance Shares until the end of the Notification Period or, if a Reduced Liquidity Notification is made to the Beneficiary during such Notification Period, until the Exchange Date;

 

•

not to revoke the power of attorney referred to in Article 15 below; and

 

•

not to sell or otherwise transfer his/her Performance Shares if and for so long as he/she holds insider information regarding Nokia and/ or the Company.

 

10.	Exchange of the Company Shares pursuant to the 2015 Performance Shares Liquidity Agreement

Any Company Share to be delivered by the Beneficiary shall be transferred to Nokia or to any third party designated by Nokia with full ownership including all of the rights pertaining thereto as of the effective date of transfer, free from any privilege, rights, charges, restrictions and any third party rights of any nature whatsoever.

 

11.	Notifications

Except as otherwise provided in this 2015 Performance Shares Liquidity Agreement, any correspondence to be addressed to the Beneficiary in relation to the 2015 Performance Shares Liquidity Agreement shall be sent by email to the email address provided by the Company to Nokia. The Beneficiary hereby consents to all disclosure and sharing of personal information relating to such Beneficiary if they are necessary or advisable for the performance of this 2015 Performance Shares Liquidity Agreement (including, without limitation, his/her name and email address). The Beneficiary will be entitled to exercise his or her rights pursuant to applicable data privacy laws and regulations, including French Law n° 78-17 of January 6, 1978.

 

6

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Except as otherwise provided in this 2015 Performance Shares Liquidity Agreement, any correspondence to be addressed to Nokia or to the Company in relation to the 2015 Performance Shares Liquidity Agreement shall be sent by registered letter with acknowledgment of receipt at the following address:

Nokia Corporation

Human Resources Department

Head of Compensation

Karaportti 3, P.O. Box 226

FI-00045 Nokia Group

Finland

Alcatel-Lucent

Direction des Ressources Humaines

148/152, Route de la Reine

92100 Boulogne-Billancourt

France

 

12.	Successors

Neither Party may transfer or assign the benefit of all or any of its rights or obligations under the 2015 Performance Shares Liquidity Agreement, directly or indirectly and in any manner whatsoever, except (i) in the case of the Beneficiary, as a result of the death of the Beneficiary, in which case the Company and Nokia shall be promptly advised thereof and provided that the Beneficiary’s successor shall be bound by the terms of this 2015 Performance Shares Liquidity Agreement, to the extent not expressly prohibited under applicable law, and (ii) in the case of Nokia, to an affiliate or to a financial institution appointed by Nokia or any of its affiliates.

 

13.	Term of the 2015 Performance Shares Liquidity Agreement

This 2015 Performance Shares Liquidity Agreement shall be effective as of the date of its execution by all Parties (and in the case of the Beneficiary, as of the date he/she has complied with the Acceptance Process as set out in Article 18) and shall be valid for a period of ten (10) years from that date, without prejudice to the duration of the relevant Performance Shares plans as described in such plans rules.

In the event that all of the Performance Shares held by the Beneficiary are exchanged by the Beneficiary in compliance with this 2015 Performance Shares Liquidity Agreement, and that such Beneficiary no longer holds any Performance Shares, the reciprocal undertakings of the Parties with regard to the said transferred Company Shares would expire.

 

14.	Governing law and competent jurisdiction

This 2015 Performance Shares Liquidity Agreement is governed by the laws of France, without regard to principles of conflicts of law. All disputes arising out of or in connection with this 2015 Performance Shares Liquidity Agreement shall be submitted to the competent courts located within the jurisdiction of the Versailles Court of Appeals.

 

7

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15.	Power of attorney

The power of attorney granted hereby by the Beneficiary to the Company in relation with the 2015 Performance Shares Liquidity Agreement aims at ensuring the proper completion of the obligations of the Beneficiary and is irrevocable. This power of attorney is deemed to be a power of attorney entered into in the interest of all the Parties (mandat d’intérêt commun).

The Beneficiary irrevocably and unconditionally grants a power of attorney to the Company for the purpose of, in the name and on behalf of the Beneficiary, sending or receiving any notification, signing or receiving any form and carrying out any required formality for the completion of the Exchanges set out in the 2015 Performance Shares Liquidity Agreement and, in general, making any statement, delivering any certificate, signing any agreement, deed, or other document and generally taking, in the name and on behalf of the Beneficiary, any action required for the completion of the Exchanges set out in the 2015 Performance Shares Liquidity Agreement, in compliance with the choices made or deemed made by the Beneficiary upon compliance with the Acceptance Process.

The Beneficiary also undertakes to approve any action taken by the Company pursuant to the said powers of attorney in compliance with the choices he/she has made, subject to the above limitations.

The Beneficiary grants a power of attorney to the Company to instruct the Administrator to, and the Company hereby undertakes to instruct the Administrator to, carry out the Performance Shares Exchange or, as the case may be, the Cash Exchange, as well as any formality required for the completion of the Exchanges, except if a claim has been delivered in accordance with Article 7, in which case the Performance Shares Exchange Date or the Cash Exchange Date shall occur five (5) business days as from the date on which the Beneficiary and Nokia will have reached an agreement on the Exchange Ratio or, as the case may be, the date on which the Third-Party Arbitrator will have rendered his conclusions.

 

16.	Third parties

Subject to the provisions of Articles 12 and 15, no third party to this 2015 Performance Shares Liquidity Agreement shall have any rights or obligations on the basis of, or shall rely on the terms and conditions of, this 2015 Performance Shares Liquidity Agreement.

 

17.

Costs

Except as otherwise provided herein, each Party shall pay all the costs and expenses (including, but not limited to, financial advisory, accounting, legal and other professional or consulting fees and expenses) incurred by that Party or owed by it under applicable law, in connection with this 2015 Performance Shares Liquidity Agreement.

 

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In particular, the Beneficiary would be subject to a Finnish transfer tax of 1.6% of the value of the Nokia treasury shares if it receives Nokia treasury shares in exchange for its Performance Shares.

 

18.	Acceptance

This 2015 Performance Shares Liquidity Agreement shall enter into full force and effect subject to the valid acceptance by the Beneficiary on the Company’s intranet of the grant of the Performance Shares which are in the scope of Article 3 within the 40-day period following the receipt of the Grant Notification (the “Acceptance Process”).

Otherwise, the Beneficiary shall be deemed to have waived his/her right to enter into this 2015 Performance Shares Liquidity Agreement.

The Beneficiary is the only person who may decide to enter (or not) into this 2015 Performance Shares Liquidity Agreement. In this respect, the Beneficiary is invited to consult its own specialized counsel if he/she wishes to obtain further information as to his/her rights and obligations hereunder.

If the Beneficiary complies with the Acceptance Process, the Beneficiary irrevocably undertakes vis-a-vis Nokia to transfer to Nokia (and accept that the required instructions will be given to the Administrator) his/her Performance Shares following a Reduced Liquidity Notification and Nokia irrevocably undertakes vis-a-vis the Beneficiary to acquire such Performance Shares in the conditions described in this 2015 Performance Shares Liquidity Agreement.

In the event of breach, in addition to all other remedies which the non-breaching Party may have under applicable law, the non-breaching Party shall be entitled to specific performance (exécution forcée) and injunctive or equivalent relief in accordance with applicable law, including article 1221 of the draft order of the French Ministry of Justice (if applicable on the relevant date). In addition, each of the Parties agree to waive the benefit of article 1142 of the French Civil Code in the event of breach.

This 2015 Performance Shares Liquidity Agreement is made in electronic form according to the provisions of article 1325 of the French Civil code.

[The rest of the page has been left blank intentionally]

 

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/s/ Saana Nurminen Nokia		/s/ Philippe Camus The Company
Represented by:		Represented by:
Saana Nurminen		Philippe Camus
Authorized signatory
/s/ Päivi Kuitunen
Represented by:
Päivi Kuitunen
Authorized signatory

[Signature page for the 2015 Performance Shares Liquidity Agreement]

 

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Appendix 1

Definitions

The terms and expressions below shall have the following meanings:

 

“Acceptance Process”		As defined in Article 18 of this 2015 Performance Shares Liquidity Agreement.
“Administrator”		Société Générale Securities Services.
“AMF General Regulation”		The general regulation of the Autorité des marchés financiers, the French stock exchange regulator, which is available in French and English at www.amf-france.org.
“Article”		Unless specified otherwise herein, means the Article of this 2015 Performance Shares Liquidity Agreement.
“Beneficiary”		The beneficiary of Performance Shares having become a party to this 2015 Performance Shares Liquidity Agreement.
“business day”		A day other than Saturday or Sunday where the banks are open for business in Finland.
“Cash Exchange”		As defined in Article 5 of this 2015 Performance Shares Liquidity Agreement.
“Company Extraordinary Distribution”		As defined in Appendix 3 to this 2015 Performance Shares Liquidity Agreement.
“Company Merger”		As defined in Appendix 3 to this 2015 Performance Shares Liquidity Agreement.
“Company Shares”		Ordinary shares issued by the Company and the American depository shares issued by the Company.
“Reduced Liquidity”		As defined in Article 4 of this 2015 Performance Shares Liquidity Agreement.
“Exchange”		Means the Performance Shares Exchange or the Cash Exchange.
“Exchange Date”		Refers to the date on which the Exchange occurs.
“Exchange Ratio”		As defined in Article 6 of this 2015 Performance Shares Liquidity Agreement.

 

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“Grant Notification”		Grant notification addressed by the Company to the Beneficiary in respect of the 2015 performance shares plan grant.
“Initial Offering Period”		Refers to the first offering period, as referred to in article 232-2 of the AMF General Regulation, the result of which will determine whether a Subsequent Offering Period will be opened or not.
“Nokia Merger”		As defined in Appendix 3 to this 2015 Performance Shares Liquidity Agreement.
“Nokia Shares”		Ordinary shares issued by Nokia and the American depository shares issued by Nokia.
“Notification Period”		As defined in Article 4 of this 2015 Performance Shares Liquidity Agreement.
“Performance Shares”		Any Company Share granted under various performance conditions by the Company’s board of directors to the Beneficiary pursuant to the Share Plans.
“Performance Shares Exchange”		As defined in Article 5 of this 2015 Performance Shares Liquidity Agreement.
“Performance Shares Exchange Date”		The date on which the Performance Shares Exchange occurs.
“2015 Performance Shares Liquidity Agreement”		This agreement executed by Nokia, the Company and the Beneficiary, including its Appendices and excluding any other document which may have been appended hereto.
“Public Exchange Offers”		Public exchange offers in France and in the United States initiated by Nokia on the shares of the Company, as approved by the Autorité des Marchés Financiers in France and by the Securities and Exchange Commission in the United States.
“Reduced Liquidity”		As defined in Article 4 of this 2015 Performance Shares Liquidity Agreement.
“Reduced Liquidity Notification”		As defined in Article 4 of this 2015 Performance Shares Liquidity Agreement.

 

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“Share Plans”		The plans listed in Appendix 2 to the 2015 Performance Shares Liquidity Agreement.
“Success Threshold”		Refers to the (i) ownership by Nokia, on the date of the settlement of the initial offering period of the Public Exchange Offers, of more than 50% of the shares of Alcatel Lucent on a fully diluted basis, in accordance with article 231-9-II of the AMF General Regulation or (ii) satisfaction, at Nokia’s sole discretion on the date of publication of the final results of the initial offering period of the Public Exchange Offers, that such ownership condition will be met, or (iii) the express decision by Nokia’s board of directors, on or prior to the date of publication of the final results of the initial offering period of the Public Exchange Offers, to waive such voluntary minimum threshold and to establish the success threshold as described in article 231-9-I of the AMF General Regulation, pursuant to which any public offer at the close of which the offeror does not hold a number of shares representing a fraction of more than 50% of the share capital or voting rights, shall be null and void.
“Third-Party Arbitrator”		As defined in Article 8 of this 2015 Performance Shares Liquidity Agreement.
“Vesting Period”		The period after which the Performance Shares relating to the plans listed in Appendix 2 hereto become vested.

 

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Appendix 2

 

Plan n°		Share Plan date		End date of the Vesting Period
A0715RUROW A0715RUNHA		Plan dated July 29, 2015		July 29, 2019

 

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Appendix 3

Exchange Ratio Adjustments

1) Merger

A. Merger of the Company

In case of a merger of the Company into another company (the “Company Merger”), the Performance Shares Exchange and Cash Exchange will apply with respect to the shares of the absorbing entity received by the Beneficiary in exchange for Performance Shares which are within the scope of Article 3 above. The Exchange Ratio will be adjusted as follows:

 

Exchange RatioAdjusted

=

Exchange Ratio

x

1

RatioMerger

 

B. Merger of Nokia

In case of a merger of Nokia into another company (the “Nokia Merger”), the Beneficiary will receive shares of the absorbing entity upon the Performance Shares Exchange and will receive, in cash, the equivalent value of the absorbing entity shares pursuant to the Cash Exchange. The Exchange Ratio will be adjusted as follows:

 

Exchange RatioAdjusted

=

Exchange Ratio

x

RatioMerger

 

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Theoretical example of calculation of the number of absorbing company shares to be received in exchange of Company Shares in case of a Nokia Merger   Assumptions:   •    RatioMerger = 2 shares of the absorbing company for each Nokia Share   •    Transfer of 200 Company Shares by the Beneficiary in January 2017 after the Nokia Merger

Exchange RatioAdjusted     =     0.55     x     2

Exchange RatioAdjusted     =     1.1

The number of the absorbing company shares to be received is : 200 x 1.1 = 220

2) Extraordinary distribution

A. Extraordinary distribution by Nokia

If Nokia carries out a distribution of a special dividend, as defined for purposes of Nokia’s then applicable performance shares plans, the Exchange Ratio shall be adjusted in accordance with the then applicable performance shares plans.

B. Extraordinary distribution by the Company

If the Company carries out a distribution of an amount higher than the Company’s previous year net consolidated profit including a distribution of shares of a spin-off entity, (the “Company Extraordinary Distribution”) after the end of the Public Exchange Offers period, the Exchange Ratio shall be adjusted as follows:

 

Exchange RatioAdjusted			=			(Exchange Ratio x PNokia)   -   EDAlcatel
						PNokia

 

Where:		“Exchange RatioAdjusted” means the number of Nokia Shares to be delivered for one Company Share after adjustment;
		“PNokia” means the price of a Nokia Share on the day preceding the Company Extraordinary Distribution; and
		“EDAlcatel” means the amount per share received by Company shareholder corresponding to the Company Extraordinary Distribution.

Such adjustment will only apply to the extent the Beneficiary (i) has received the relevant Company Extraordinary Distribution in respect of Performance Shares or (ii) has benefitted from a modification of the relevant plan due to the Company Extraordinary Distribution such as the adjustment provided in case of distribution of retained earnings under article L.225-181 of the French Commercial Code.

 

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3) Other adjustments

In the event that any other transaction specifically listed in Article L. 225-181 of the French Commercial Code, or a stock split or a reverse stock split (i.e., share consolidation), is carried out by the Company, the Exchange Ratio shall be adjusted in order to allow the Beneficiary to obtain the same value in Nokia Shares pursuant to the Performance Shares Exchange or in cash pursuant to the Cash Exchange as the Beneficiary would have obtained assuming that the said transactions had not been carried out.

In the event that (i) a capital increase by way of incorporation of reserves (as defined in Article L. 225-181 of the French Commercial Code), (ii) a capital increase with or without shareholders’ preferential subscription right issued, in each case, with a discount of more than 10% on the stock price (except (a) capital increases completed to finance an acquisition where Nokia uses shares as payment, at a premium to the prevailing share price of the target company in the transaction, and (b) capital increases where equity shares or other securities are issued, offered, exercised, allotted, appropriated, modified or granted to, or for the benefit of, employees or former employees, directors, non-executive directors or executives holding or formerly holding executive office or the personal service company of any such persons or their spouses or relatives, in each case, of Nokia or any of its subsidiaries or any associated company or to a trustee or nominee to be held for the benefit of any such person), or (iii) a stock split or a reverse stock split (i.e., share consolidation) is carried out by Nokia, the Exchange Ratio shall be adjusted in order to allow the Beneficiary to obtain the same value in Nokia Shares pursuant to the Performance Shares Exchange or in cash pursuant to the Cash Exchange as the Beneficiary would have obtained assuming the said transactions had not been carried out.

 

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For example in case of share consolidation carried out by Nokia, the Exchange Ratio would be adjusted as follows:

 

Exchange RatioAdjusted		=		Exchange Ratio     x		Number of Nokia Shares composing the share capital after the consolidation
						Number of Nokia Shares composing the share capital prior to the consolidation

 

4) Value of the Company Shares and Nokia Shares

For the calculation of any adjustment factor as described above, the value of the Company Shares or Nokia Shares at a specific date shall be equal to the weighted average of trading prices during the three trading days preceding such date. Failing this, the value shall be determined by an expert with an international reputation, designated by Nokia or the Company, as the case may be, which opinion shall be irrevocable.

 

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Appendix 4

List of countries where only the Cash Exchange option is available

 

•

Algeria

 

•

Austria

 

•

Germany

 

•

Hungary

 

•

New Zealand

 

•

Philippines

 

•

Saudi Arabia

 

•

South Africa

 

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