Notice of Meeting Extraordinary ... - Nokia NetworksDocumentation to the Shareholders’ Meeting As an eco-responsible company, Alcatel Lucent ... the electronic vote system exceptionally

Tuesday, September 13, 2016

at 11:30 amAlcatel LucentVillarceaux siteRoute de Villejust91620 Nozay

Notice of Meeting Extraordinary Shareholders’ Meeting

Contents

Agenda 2

How to attend the Shareholders’ Meeting 3

Composition of the Board of Directors, Committeesand Statutory Auditors 8

Overview of the Group’s situation 10

Board of Director’s Report on the Resolutions 15

Text of the resolutions 18

How to go to Alcatel Lucent Nozay (Villarceaux) 20

Application for documentation and information 21

Recommendations

In order to go to the Shareholders’ Meeting, please refer to the map and guidelines on page 20. Thank you to bring your identity card.

Welcome of the shareholders starts at 10.45 am. As the Shareholders’ Meeting starts exactly at 11.30 am, you should:

Š arrive at the welcome desk with your admission card in order to sign the attendance register.

If you own shares under different situations (separate bank account, as representative of an association, power provided byhusband/wife or another person, ownership under a different family name, …etc.), we ask that you simultaneously present all piecesrelated to those shares when you arrive at the welcome desk. This will allow you to vote for all owned shares in a more efficientmanner.

Š only enter the Meeting room with the Meeting material enabling you to vote during the session, which will be handed toyou when you sign the attendance register.

In order to ensure a smooth technical vote of the resolutions, voting material will be available until 11.45 am local timeat the shareholder welcome desks.

Documentation to the Shareholders’ Meeting

As an eco-responsible company, Alcatel Lucentencourages you to receive most of the documentation(including the Notice of Meeting for next Shareholders’meetings) by e-mail.

Please visit our website, www5.alcatel-lucent.com, toread and/or download the information concerning thismeeting.

In order to receive the documents and informationreferred to in Article R. 225-83 of the FrenchCommercial Code please fill in the form at the lastpage of this document.

Do not send your requests for admission card orproxies by mail or mandate directly to Alcatel-Lucent.

Notice of Meeting ESM September 13, 2016 ‰ Alcatel Lucent 1

AgendaŠ Management report of the Board of Directors

1. Amendment to the Rules applicable to the PerformanceShares Plan dated September 15, 2014 – Reduction of thevesting period from 4 years to 2 years and waiver of theperformance condition

2. Replacement of the Stock-Options into Option Units

3. Powers

Alcatel Lucent ‰ Notice of Meeting ESM September 13, 20162

How to attend the Shareholders’ Meeting

Preliminary formalities to attend the Meeting

All shareholders, regardless of the number of ordinary shares they hold, can take part in this Meeting.

A shareholder may choose between one of the following three options:

a) personally attend the Meeting, by requesting an admission card;

b) give a proxy to the Chairman of the Meeting or to a natural or legal person of their choice (article L. 225-106 of the French CommercialCode);

c) vote by mail.

If you wish to attend the Meeting, be represented or vote by mail, you must prove ownership of your shares on the second businessday preceding the Meeting at midnight (00:00 hour) (Paris time), i.e. at midnight (00:00 hour) (Paris time) on Friday 9th September,2016 in the following way:

You are a REGISTERED shareholder(*) You are a BEARER shareholder

The registration of your shares in the registered share accountskept by BNP Paribas Securities Services will be sufficient toallow you to take part in the Meeting.

Such status will be established by a certificate of participationissued by your authorized intermediary. The certificate shall beattached to the mail voting form or proxy form or to the requestfor an admission card and then sent by your authorizedintermediary to BNP Paribas Securities Services,Alcatel-Lucent’s intermediary

Only the shareholders who can prove such status at midnight (00:00 hour, Paris time) on Friday 9th September, 2016, in accordancewith article R. 225-85 of the French Code de commerce, will be permitted to take part in the Meeting.

Participation in the Meeting

(*) There are two categories of registered shareholders:Š Pure registered shareholder: registration directly with BNP Paribas.Š Administered registered shareholder: registration with an authorized intermediary (bank, broker, online broker).


A - YOU WISH TO ATTEND THE MEETING

It is recommended to request an admission card prior to the Meeting by:

ADMISSION CARD REQUEST BY MAIL

You are a REGISTERED shareholder You are a BEARER shareholder

You must tick the box A in the upper part of the form that youwill automatically receive attached to the notice of meeting,stating that you wish to take part in the Meeting and to obtainan admission card.

Return it executed, with the pre-paid envelope attached to:

BNP Paribas Securities Services – CTS Assemblées Générales– Les Grands Moulins de Pantin – 9, rue du Débarcadère –93761 Pantin Cedex.

You must indicate to the authorized intermediary handling themanagement of your share accounts that you wish to take partin the Meeting and ask for a certificate of participation.

Such authorized intermediary will then forward your demand,sending jointly this certificate to BNP Paribas SecuritiesServices, Alcatel-Lucent’s intermediary.

A certificate of participation can also be issued, upon your request to your authorized intermediary, if you wish to take part in theMeeting in person and have not received your admission card on the second business day preceding the Meeting(i.e. Friday 9 September 2016).

The day of the Meeting, you will have to prove your status as shareholder and your identity during the registration process.


B - YOU DO NOT WISH TO ATTEND THE MEETING IN PERSON

If you cannot attend the Meeting, you may vote by mail, by giving a proxy to the Chairman, by giving a proxy to any natural or legalperson of your choice in accordance with provisions or conditions set up by law and regulations.

ABSENTEE VOTING OR PROXY VOTING BY MAIL

You are a REGISTERED shareholder You are a BEARER shareholder

You must tick the box B in the upper part of the form, attachedto the notice of meeting, that you will automatically receive bymail indicating your choice between:1. Proxy to the Chairman;2. Absentee voting;3. Proxy to another natural or legal person to vote for you.

Return it executed, with the reply-paid envelope attached to:

BNP Paribas Securities Services – CTS Assemblées Générales –Les Grands Moulins de Pantin – 9, rue du Débarcadère – 93761Pantin Cedex.

You must ask your authorized intermediary to arrange for avoting form to be sent with the certificate of participation to BNPParibas Securities Services. All voting form requests, to behonoured, must be received by BNP Paribas Securities Serviceno later than six days before the Meeting date.

In order to be taken into account, the voting form duly completed and executed (with the certificate of participation for bearershareholders) must be received at the latest on the eve of the Meeting (i.e Monday 12th September 2016 at 3 pm Paris time), by theService des Assemblées Générales of BNP Paribas Securities Services.

Appointments or revocations of proxies by mail must be received no later than Monday 12th September 2016.

We inform you that a second shareholders’ meeting is called to be held on September 13, 2016, and that due to technical constraintstied to the fact that two shareholders meeting will be held the same day, the electronic vote system exceptionally could not beimplemented for this Extraordinary Shareholders meeting.

HOW TO GET A PROXY CARD

In accordance with applicable regulations, shareholders may obtain the proxy card by requesting such card, in writing, to

BNP Paribas Securities Services – C.T.S. AssembléesLes Grands Moulins de Pantin – 9, rue du Débarcadère93761 Pantin Cedex – France.

These requests must be received at the above address no later than six days before the Meeting date.


Your proxy card for ordinary shares

You want to attend in person

You want to give a proxy to a named person

Enter your coordinates or check them if they have already been entered

A

You want to be represented

B

You vote by mail

2

Resolutions submitted and not approved by the Board of Directors

2

Your choice for anyamendments or newresolutions submitted during the meeting

2

You give a proxy to the Chairman

1 3

signez

Whateveryourchoice,rememberto sign anddate it


How to vote with the proxy card for ordinary shares

YOU WISH TO ATTEND THE SHAREHOLDERS’ MEETING

You must request an admission card to be admitted to theShareholders’ meeting and vote.

Š Tick Box A of the proxy card.

Š Date and sign the proxy card.

TO VOTE BY MAIL OR BE REPRESENTED AT THE SHAREHOLDERS’ MEETING

1 2 3

YOU WANT TO MANDATE THECHAIRMAN

YOU WANT TO VOTE BY MAILYOU WANT TO MANDATE APERSON OF YOUR CHOICE

Tick Box B of the proxy card andField 1 of the proxy card.

Tick Box B and Field 2 of the proxy card. Tick Box B and Field 3 of the proxy card.

Date and sign the proxy card. Complete Field 2 as you decide: Enter the identity (last name, first name)and the address of your representative.

Date and sign the proxy card.Š to vote “For” to all the resolutions, do

not fill in any of the boxes;

Š to vote “No” or to “abstain”, fill in thebox or boxes for the relevantresolution(s).

Do not forget to make your views known,in 2 Bis, for any amendments or newresolutions submitted during the Meeting:

Š to give a proxy to the Chairman, tickBox a;

Š to abstain from voting (equivalent to avote against), tick Box b;

Š to appoint a proxy, tick Box c.

Date and sign the proxy card.

To whom to return the Proxy Card

If you are a REGISTERED shareholder or anEMPLOYEE of Alcatel-Lucent Group If you are a BEARER shareholder

Return the proxy card signed using the prepaid envelope or bymail to the custodian mandated by Alcatel-Lucent:

BNP Paribas Securities Services - C.T.S. AssembléesLes Grands Moulins de Pantin - 9, rue du Débarcadère -93761 Pantin Cedex France

Return the proxy card as soon as possible to the financialintermediary (bank, broker, online broker) that holds youraccount. Your intermediary is responsible for sending the proxycard, along with your shareholding certificate, BNP ParibasSecurities Services.


Composition of the Board of DirectorsFollowing the Shareholders Meeting held on June 21, 2016 and the Board of Directors Meeting held the same day, the Board ofDirectors is composed as follows :

The Board of DirectorsMarc RouanneDirector (not independent)Chairman of the BoardNo other office.

Jean-Cyril SpinettaIndependent DirectorNo other office.

Carla CicoIndependent DirectorOther office:Independent Director and Member of the CorporateGovernance and Nomination Committee of Allegion.

Sylvia SummersIndependent DirectorOthers Offices:Director, Member of the Corporate Governance Committee andMember of the Audit Committee of Semtech Corporation,Director, Member of the Compensation Committee, Member ofthe Nominating and Corporate Governance Committee ofHeadwater Inc.

Risto SiilasmaaDirector (not independent)Chairman of the Board of Directors of Nokia CorporationOthers Offices:Chairman of the Board of Directors of Nokia Corporation,Chairman of the Corporate Governance and NominationCommittee of Nokia Corporation, Founder & Chairman of theBoard of Directors of F-Secure Corporation, Vice Chairman ofthe Board of Directors of the Federation of Finnish TechnologyIndustries, Member of the Board of Directors of theConfederation of Finnish Industries EK, Member of EuropeanRoundtable of Industrialists, Co-founder of Nexit Ventures.

Olivier DurandChief Executive Officer Non-DirectorDirector of Alcatel-Lucant Participations.

Rajeev SuriDirector (not independent)President and Chief Executive Officer (CEO) of NokiaCorporationNo other office.

Maria VarsellonaDirector (not independent)Chief Legal Officer of Nokia CorporationNo other office.

Samih ElhageDirector (not independent)President of Mobile Networks of Nokia CorporationOther Office:Member of the Board of Directors of Quickplay Media Inc.

Timo IhamuotilaDirector (not independent)Chief Financial Officer of Nokia CorporationOthers offices:Member of the Board of Directors of Uponor Corporation,Member of the Board of Directors of Central Chamber ofCommerce of Finland.

Laurent du MouzaBoard ObserverMember of the Supervisory Board of the FCP AN “ActionnariatNokia” (formerly FCP 2AL “Actionnariat Alcatel-Lucent”)

Gilles Le DissezBoard ObserverChairman of the Supervisory Board of the FCP AN “ActionnariatNokia” (formerly FCP 2AL “Actionnariat Alcatel-Lucent”)

Barbara LarsenSecretary to the Board of DirectorsGeneral Counsel.

Nathalie Trolez MazurierGeneral SecretaryDirector Securities & Corporate Law.


The Committees of the Board of Directors

Committee of Independent Directors (1)

Jean-Cyril Spinetta, Chairman of the CommitteeCarla CicoSylvia Summers

Audit and Finance CommitteeSylvia Summers, Chairman of the CommitteeCarla CicoJean-Cyril Spinetta

Corporate Governance and Nominating CommitteeJean-Cyril Spinetta, Chairman of the CommitteeCarla CicoMaria Varsellona

Compensation CommitteeJean-Cyril Spinetta, Chairman of the CommitteeSylvia SummersRisto Siilasmaa

Technology CommitteeRajeev Suri, Chairman of the CommitteeRisto Siilasmaa

Statutory AuditorsDeloitte & AssociésRepresented by Bertrand Boisselier

PricewaterhouseCoopers AuditRepresented by Matthieu Moussy


Overview of the Group’s situation

Overview of 2015

In 2015, the telecommunications equipment and relatedservices market witnessed mixed trends across differentregions. Investments in ultra-broadband access technologies,such as LTE, led to robust investments in the U.S. notably in thesecond half of the year. Spending in China continued to befocused on 4G LTE deployments, accelerating from 2014levels, while the telecommunications equipment market inEurope continued to show signs of easing.

In addition to regional trends, industry trends also playedsignificant role in shaping the spending for telecommunicationsequipment and related services in 2015. Thetelecommunications industry continues to experience fastchanges driven by the massive adoption of new mobile devicesand of new applications and services. Growth of data traffic hasput significant pressure on telecommunications providers toimprove their networks in terms of coverage, capacity andquality. To meet these demands, network operators continuetheir transition to all-IP architectures, with an emphasis on fastaccess to their networks through copper, fiber, LTE and newdigital services delivery. We are also seeing similar trends withcable operators, who are investing to deploy high-speednetworks. Additionally, network and cloud infrastructure areintersecting, allowing for the hosting of enterprise and consumerapplications. Web scale companies, such as Amazon andGoogle, and large enterprises are driving the development ofhuge data centers, providing seamless IP interconnection anddigital services delivery on a large scale. IP routing is at theheart of the telecommunications equipment and related servicesindustry transformation, impacting fixed and mobile broadbandas well as cloud services.

This combination of regional and industry trends resulted inmixed spending in the market for telecommunicationsequipment and related services in 2015. These trends, inaddition to other factors, such as changes in foreign exchangerates, were drivers of how our own businesses performed in2015, with total sales increasing 8.3% compared to 2014.Details on segment performance can be found in Chapter 6.2 ofour Reference Document and 20F Annual Report for 2015“Consolidated and segment results of operations for the yearended December 31, 2015 compared to the year endedDecember 31, 2014”. To better align ourselves with theseindustry trends, on June 19, 2013, we announced The ShiftPlan, a detailed three-year plan to reposition our Company as aspecialist provider of IP and Cloud Networking and Ultra-Broadband Access, the high-value equipment and services thatare essential to high-performance networks. As ofDecember 31, 2015, the Group successfully completed TheShift Plan, with an update of key elements below:

Š Investing in our Core Networking businesses (which include IPRouting, IP Transport, IP Platforms and associated services).We are expecting that these businesses will be our growth

engines in the future. We originally aimed to generate revenuesat or above €7 billion from our Core Networking segment in2015, and to improve Core Networking segment’s contributionto our segment operating margin to at or above 12.5% in2015. As part of our third quarter 2015 earnings presentation,the Group updated these targets, expecting revenues from ourCore Networking segment for 2015 to be in a range of€6.8-7.0 billion and segment operating margin as a percentageof segment revenues to be at a level similar to 2014, which was10.6%. We define segment operating margin as income (loss)from operating activities before restructuring costs, litigations,transaction related costs, gain/loss on disposal of consolidatedentities, impairment of assets and post-retirement benefit planamendments (excluding the negative non-cash impacts ofLucent’s purchase price allocation) divided by revenues. In2015, Core Networking revenues were €6,780 million andsegment operating margin was 10.0% of revenues;

Š Increasing segment operating cash flow from our Accesssegment. We defined segment operating cash flow as income(loss) from operating activities before restructuring costs,litigations, transaction related costs, gain/loss on disposal ofconsolidated entities, impairment of assets and postretirementbenefit plan amendments (excluding the negative non-cashimpacts of Lucent’s purchase price allocation) plus the changein operating working capital (as defined in Note 17 to ourconsolidated financial statements) in our 2015 ReferenceDocument and 20F. Our objective was to generate operatingcash flow from the Access segment at or above €200 million in2015 (We had previously set a target of €250 million which weadjusted to take into account the sale of the Enterprisebusiness and LGS Innovations in 2014). As part of our thirdquarter 2015 earnings presentation, the Group updated thistarget, expecting to largely exceed the target of €200 million ofoperating cash flow in 2015. Operating cash flow for theAccess segment was €627 million in 2015, which representedan increase of €579 million compared to 2014, stemmingprimarily from improved profitability as well as improvedoperating working capital;

Š Market diversification: we believed that a successfulimplementation of The Shift Plan would enable us to improvethe way we access the market, resulting in a business that isbetter leveraged, by addressing new customers including cableoperators, webscale and large technology enterprises. In 2015,approximately 9% of our revenues were withnontelecommunications customers. Furthermore, marketdiversification has led us to redesign our sales and marketingstrategy to leverage our new focused product and servicesportfolio and help us to identify new market segments such asdata centers;

Š Rightsizing of the cost structure: through successfulimplementation of The Shift Plan, the Group targeted


€950 million of fixed cost savings in 2015 compared to our2012 cost base at constant exchange rates (we had previouslyset a target of €1 billion which we adjusted to take into accountthe sale of the Enterprise business and LGS Innovations in2014), by significantly reducing SG&A expenses, optimizingresearch and development investments, refocusing andunlocking innovation, implementing delivery and supply chain/manufacturing efficiencies and reducing product complexitywhile improving quality. As of December 31, 2015,€1,031 million of fixed cost savings had been generatedcompared to our 2012 base, of which €356 million wasgenerated in 2015, €340 million in 2014, and €335 million in2013;

Š Generating cash from dispositions: We targeted at least€1 billion of cash over the 2013-2015 period through assetdispositions. We announced the following closed disposals:

– the sale of LGS Innovations Inc., our Government business,to a U.S.-based company owned by a Madison DearbornPartners-led investor group that includes CoVant which wascompleted on March 31, 2014;

– the sale of 85% of Alcatel-Lucent Enterprise to ChinaHuaxin, a technology investment company which wascompleted on September 30, 2014;

– the sale of our cyber-security services and communicationssecurity activities to Thales, which was completed onDecember 31, 2014;

– the sale of our 40% ownership interest in Apollo submarinecable in 2015.

Š In 2014, we also announced our intent to explore the capitalopening of our subsidiary Alcatel-Lucent SubmarineNetworks (ASN) through an IPO. However, in October 2015,we announced that we would continue to operate ASN as awholly-owned subsidiary and would continue to execute onASN’s strategic roadmap.

Given the then contemplated transaction with Nokia, no otherasset disposals were considered.

Š Self-funded plan and financial sustainability: We successfullycompleted The Shift Plan’s goal to strengthen our balancesheet from 2013 through 2015. By the end of 2014, ourdebt was reprofiled, maturity was lengthened and interestcosts were reduced. At the end of 2015, the Group had anet cash position of €1,409 million compared to a net debtposition of €794 million at the end of the second quarter of2013, when The Shift Plan started.

Through the efforts mentioned above, enabling the company togenerate free cash flow on a sustainable basis, with a target ofbeing free cash flow positive overall in 2015 was the mostimportant goal of The Shift Plan. We largely exceeded ourtarget, as we had free cash flow of €626 million in 2015,compared to an outflow of €668 million in 2012, prior toimplementing The Shift Plan. Management believes thatproviding our investors with our free cash flow calculationfacilitates the understanding of the company’s ability togenerate cash on a sustainable basis in addition to theoperational cost savings realized as part of The Shift Plan. Theoperating model we implemented as part of The Shift Planallowed for a cost structure that was more aligned with ourpeers and provided a lower breakeven point, primarily throughsales and marketing efficiency, R&D resource allocation andprocurement optimization. The reconciliation of net cashprovided (used) by operating activities, which is the mostcomparable financial measure to free cash flow found on thecash flow statement (€1,177 million in 2015 as compared to(€144) million in 2012) can be found in Note 27 to ourconsolidated financial statements in our 20F Annual Report for2015 and in our 2014 Annual report for 2012 information).


Overview of the first half of 2016

The first half of 2016 was marked by the beginning of thecombined operations between Alcatel-Lucent and Nokiastarting on January 14, 2016. With the combination, the newNokia group now offers a complete end-to-end portfolio ofproducts and services, in addition to being an innovationpowerhouse, combining Nokia’s own R&D heritage with thestellar history of Bell Labs. The new Nokia also has a strongerglobal presence with leading positions in a number of marketsegments, as its broader portfolio offers better access to anexpanded addressable market, which provides improved long-term growth opportunities. The combined entity also has astrong financial base from which to grow and invest.

For financial reporting purposes, Alcatel-Lucent has aligned itsreporting structure with Nokia’s, under two reportablesegments for the Networks business: (i) Ultra BroadbandNetworks, comprising the Mobile Networks and Fixed Networksbusiness groups, and (ii) IP Networks and Applications,comprising the IP/Optical Networks and Applications &Analytics business groups. Group Common and Other is a thirdsegment, composed of businesses run as separate operations

(Alcatel Submarine Networks and RFS), Bell Labs operatingexpenses as well as certain corporate-level and centrallymanaged functions. For comparison purposes, Alcatel-Lucenthas also recast its 2015 revenues and segment operatingincome according to these reporting segments. Details onsegment performance can be found in Chapter 1 half-yearfinancial report on Form 6-K.

In the first half of 2016, Alcatel-Lucent’s results were mainlyimpacted by a challenging wireless infrastructure market, whichwas partially offset by pockets of growth in certain areas suchas Fixed Networks and Optical. These trends, in addition toother factors such as changes in foreign exchange rates, weredrivers of how our businesses performed in the first half of2016, with total sales decreasing by 9% compared to the firsthalf of 2015. Our first half results also showed continuedimprovement in margin and costs, and reflect the fact that theintegration with Nokia is well engaged, with the decisions onproduct portfolio roadmaps having been taken, and the launchof the initiatives aimed at achieving operating cost synergies.


The success of Nokia’s public exchange for Alcatel Lucentsecurities

On April 15, 2015, Alcatel Lucent and Nokia announced theirintention to combine and to create an innovation leader in nextgeneration technology and services. According to theMemorandum of Understanding entered into by them on thatdate, Nokia would acquire Alcatel Lucent through a publicexchange offer in France and in the United States (thereafter theOffer). The all-share transaction was valued at EUR 15.6 billionon a fully diluted basis, on the basis of EUR 0.55 per new Nokiashare for every Alcatel Lucent share.

On June 4, Alcatel Lucent announced the completion of therequired consultation of its Works Council, which indicated thatit did not oppose the proposed combination with Nokia. OnJuly 30, our Company announced the governance structure tolead our Group as it prepared for the proposed combinationwith Nokia, with Mr. Philippe Camus taking over the office ofChief Executive Officer, in addition to his position of Chairman ofthe Board of Directors, further to Mr. Michel Combes’resignation (see “Governance” below). On August 14, Nokiafiled a Form F-4 Registration Statement containing itspreliminary Exchange Offer/Prospectus with the U.S. Securitiesand Exchange Commission (the “SEC”), concerning the Offer inthe United States. On October 7, 2015, Nokia announced theplanned leadership and organizational structure for thecombined Nokia and Alcatel Lucent.

On October 21, Nokia announced that all material regulatoryapprovals required to allow Nokia to proceed with its acquisitionof Alcatel Lucent had been received. On October 28, our Boardof Directors issued a favorable reasoned opinion (avis motivé)on the public exchange Offer. On October 29, Nokia filed itsdraft French offer document (projet de note d’information) for alloutstanding ordinary shares and OCEANE convertible bonds ofAlcatel Lucent, in exchange for Nokia shares, andAlcatel Lucent filed its draft response offer document (projet denote en réponse) with the French Autorité des marchésfinanciers (the “AMF”). On November 12, the public exchangeOffer filed by Nokia received the clearance from the AMF, whichdelivered its visa on Nokia’s French Offer document andAlcatel Lucent’s response offer document. On November 18,Nokia opened its public exchange Offer in France for alloutstanding ordinary shares and OCEANE convertible bonds ofAlcatel Lucent and in the United States for all outstandingordinary shares, American depositary shares (“ADSs”) and

OCEANE convertible bonds of Alcatel Lucent (collectively, the“Alcatel Lucent Securities”). On November 19, Nokia’s existingshares were admitted to trading on Euronext Paris. OnDecember 2, Nokia’s shareholders approved the issuance ofthe Nokia shares to be exchanged in the context of the Offer.On December 23, the initial offer period closed in both Franceand the United States.

On January 5, 2016, the AMF published the final results of theinitial public exchange Offer and declared that, since more than50% of Alcatel Lucent’s outstanding securities (on a fully-dilutedbasis) had been tendered into the initial Offer, the conditionrequired to be satisfied for Nokia to have to consummate theexchange Offer in fact had been satisfied. On January 7, Nokiaannounced the settlement of the initial public exchange Offerand its inclusion in the CAC 40 index. Nokia and our Companystarted operations as a combined entity on January 14. On thesame date Nokia reopened its offer in France and the UnitedStates, with the Offer remaining open until February 3. OnFebruary 10, the AMF published the results of the reopenedpublic exchange Offer. On February 12, Nokia announced thesettlement of the reopened public exchange Offer forAlcatel-Lucent Securities.

As a result of Nokia’s Offer, as of February 12, 2016, Nokia held90.34% of the Alcatel Lucent share capital and at least 90.25%of the voting rights, 99.62% of the outstanding OCEANE 2018convertible bonds, 37.18% of the outstanding OCEANE 2019convertible bonds, and 68.17% of the outstanding OCEANE2020 convertible bonds. As of the same date, Nokia held87.33% of the share capital of Alcatel Lucent on a fully dilutedbasis. On May 12, 2016, Nokia announced an ownership of94.64% of the share capital and 94.57% of the voting rights ofAlcatel Lucent, corresponding to 94.17% of the Alcatel Lucentshares on a fully diluted basis.

Update on June 30, 2016: On June 16, 2016, Nokiaannounced Nokia an ownership of 95.33% of the share capitaland 95.26% of the voting rights of Alcatel-Lucent,corresponding to 95.16% of the Alcatel-Lucent shares on a fullydiluted basis. Nokia intends to file with the French financialmarket authority (the “AMF”) a public buy-out offer in cash ofthe remaining Alcatel Lucent shares and OCEANEs during thethird quarter of 2016, which will be followed by a squeeze-out incash in accordance with the General Regulation of the AMF.


GovernanceFurther to the success of Nokia’s public exchange offer, ourBoard of Directors modified its composition to reflect the newownership structure of our Company following the success ofthe initial Nokia Offer: Jean C. Monty, Louis R. Hughes, OlivierPiou, Stuart E. Eizenstat, Kim Crawford Goodman andFrancesco Caio resigned from their position as Directors andRisto Siilasmaa, Rajeev Suri, Timo Ihamuotila, Maria Varsellonaand Samih Elhage were coopted to the Board and thesecooptations were ratified by the Shareholders’ Meeting datedJune 21 2016.

On January 8, 2016, our Board of Directors set up a Committeeof Independent Directors, the members of which areMr Jean-Cyril Spinetta, Ms Sylvia Summers and Ms Carla Cico.The role of that committee is to ensure that decisions are takenin the corporate interest of the Company, safeguarding theinterests of the minority shareholders, and that the Board ofDirectors functions correctly.

In the context of the strategic combination pursued by Nokiaand Alcatel Lucent, the Committee of Independent Directorsissued certain recommendations with respect to theimplementation of the Master Services Agreement and theFramework Agreement governing any future servicesagreements to be entered into between Nokia and theCompany: a Master Services Agreement with respect torelated-party transactions and a Framework Agreement withrespect to non-related party transactions. The Committeeacknowledged the interest of the Master Services Agreementfor the Company and, more broadly, for the Alcatel LucentGroup, with respect to related-party transactions, which issubject to the regulated agreements approval procedure, andrecommended to the Board of Directors that it acknowledge theinterest of both agreements for the Company and itssubsidiaries, and that it approve their terms and conditions.

On January 8, 2016, Alcatel Lucent and Nokia entered into aMaster Services Agreement (the “MSA”) and a FrameworkAgreement (the “FA”), which set the terms and conditions ofintra-group services to be provided between the twocompanies (and their respective subsidiaries), and of jointactivities, in order – among other things – to ensure thecorporate interest of Alcatel-Lucent and of its minorityshareholders.

The MSA covers, inter alia, management services, brand cross-licensing and transfer of intellectual property rights, and the FAcovers, inter alia, human resources, marketing and IT services.

Both agreements state that services are to be provided at arm’slength conditions, including fair and proportional allocation ofcommitments and revenues between Alcatel-Lucent and Nokia

(and their respective subsidiaries), and of synergies realized bythe parties, including synergies achieved through productportfolio decisions (which may include discontinuations ofcertain products in exchange for fair compensation). The pricingmechanisms applicable under both agreements are in line withthe Transfer Pricing Guidelines for Multinational Enterprises andTax Administrations issued by the Organization for EconomicCo-operation and Development (OECD). Both agreements alsocontain provisions protecting the Alcatel-Lucent Group from anysignificant increase in costs or fees incurred in connection withthe agreements. In addition, the MSA provides for specificinformation rights to the members of our Company’sCommittee of Independent Directors

Our Board of Directors approved the execution of the MSA,upon the recommendation of the Committee of IndependentDirectors, and of the FA. The Nokia-designated directors, thatis, Messrs. Risto Siilasmaa, Rajeev Suri, Timo Ihamuotila andSamih Elhage, and Ms. Maria Varsellona, did not participate inthe vote concerning the approval of the MSA.

The MSA is subject to the approval of the Shareholders’General Meeting under the regulated agreements procedure.

Update on June 30, 2016: The Shareholders’ Meeting datedJune 21, 2016 appointed Mr Marc Rouanne as Director,renewed the office of Mrs Carla Cico as Director and appointedMr Gilles le Dissez and Mr Laurent du Mouza as BoardObservers.

The Board of Directors acknowledged the expiration of the termof Mr. Philippe Camus as Chairman and Chief Executive Officerof the company, with effect as of June 21, 2016 and decided toseparate the positions of Chairman of the Board and ChiefExecutive Officer. Upon the recommendation of the Committeeon Corporate Governance and Appointments, the Board ofDirectors proposed to appoint, as of June 21, 2016,Mr. Marc Rouanne as Chairman of the Board of Directors andMr. Olivier Durand as Chief Executive Officer of the company.

From June 21, 2016 the Management Committee is composedof:

Š Olivier Durand, Chief Executive Officer

Š Barbara Larsen, General Counsel

Š Philippe Guillemot, Chief Operating Officer

Š Loïc Le Grouïec, Human Resources Officer

Š Franck Mauroy, Interim Chief Financial Officer


Board of Directors’ Report

The resolutions proposed below are all related to unvestedperformance shares and stock-options awarded by theCompany for the past years.

On June 16, 2016, Nokia announced its intention to file with theFrench financial market authority (l’Autorité des marchésfinanciers, the “AMF”) a public buy-out offer in cash on theremaining Alcatel-Lucent shares and OCEANEs during the thirdquarter of 2016 (the “Buy-Out Offer”), which will be followed bya squeeze-out in cash (the “Squeeze-Out”), in accordance withthe General Regulation of the AMF. As a result of the Squeeze-Out, the Company shares will no longer be listed on a regulatedmarket.

Under French law, a squeeze-out does not apply to stock-options and unvested performance shares. Following theSqueeze-Out and upon vesting of their performance shares andupon exercise of their stock-options, the beneficiaries wouldreceive Company shares, which would result in:

Š the Company having to allocate specific resources and bearcosts associated with the existence of such minorityinterests, including ongoing disclosure obligations andapproval and ratification process for related-partytransactions; and

Š the beneficiaries of unvested performance shares and stock-options receiving illiquid Company shares, as such shareswould no longer be listed, which would negatively impact thevalue of these instruments.

In order to address these issues, during the public exchangeoffer filed by Nokia on November 12, 2015 (the “PublicExchange Offer”), the Company already offered to beneficiariesof outstanding performance shares and/or stock-options to:

Š waive their performance share rights under the applicableperformance share plan in exchange for the award ofCompany shares, which are not subject to any presence orperformance conditions; and/or

Š enter into an acceleration agreement pursuant to which thebeneficiaries of stock-options accelerated their rightsallowing the exercise of their stock-options in order toreceive Company shares immediately,

(the “Acceleration”).

In addition to the Acceleration, certain beneficiaries were offeredthe opportunity to enter into a liquidity agreement pursuant towhich, upon exercise of their stock-options in accordance withthe applicable stock-option plan or upon vesting of theirperformance shares in accordance with the applicableperformance shares plan, the beneficiaries will receive Nokia

shares based on the exchange ratio of the Public ExchangeOffer or an amount of cash equal to the value of such Nokiashares; furthermore, beneficiaries who opted for theacceleration mechanism in respect of their stock-options alsoaccepted to be bound by the terms and conditions of a liquidityagreement covering such stock-options which may not havebeen exercisable at the time of the acceleration because theywere underwater (together the “Liquidity Mechanism”). Finally,as mentioned in paragraph 1.2 below, the beneficiaries ofvested underwater stock-options who were not offered theLiquidity Mechanism at the time of the Public Exchange Offer,have been offered a liquidity agreement in July/August 2016pursuant to Nokia’s commitment in the Public Exchange Offerdocumentation, i.e. the Underwater Stock-Options LiquidityAgreement (as defined below).

Despite the Acceleration and the Liquidity Mechanism, as of thedate of this Shareholders’ Extraordinary Meeting, there are stilloutstanding performance shares and stock-options not coveredby a liquidity agreement.

The resolutions proposed below are intended to ensure liquidityto beneficiaries of unvested performance shares andunexercised stock-options not covered by a liquidity agreement.In particular, these resolutions would allow the beneficiaries,upon Squeeze-Out, to monetize their unvested performanceshares (Resolution 1) and/or benefit from economic rights thatare equivalent to those attached to their unexercised stock-options (Resolution 2).

1.1. Amendment to the Rules applicable to thePerformance Shares Plan dated September 15,2014 – Reduction of the vesting period from 4 yearsto 2 years and waiver of the performance condition(Resolution 1)

All the unvested performance shares not covered by a liquidityagreement were granted under the performance shares plandated September 15, 2014 (the “2014 Performance SharesPlan”), representing 367,633 performance shares.

Pursuant to the delegation granted by the Shareholders’General Meeting dated May 28, 2014 (20th resolution), theBoard of Directors approved the 2014 Performance SharesPlan in compliance with the then applicable article L. 225-197-1of the French commercial Code.

The 2014 Performance Shares Plan provides that theperformance shares vest on the day following the fourthanniversary of the grant date, i.e. on September 16, 2018,subject to performance and presence conditions.


In order to monetize the unvested performance shares for theirbeneficiaries, it is proposed to:

Š reduce the duration of the vesting period from four (4) yearsto two (2) years, i.e. the performance shares will thereforevest on September 15, 2016, and introduce, in accordancewith the then applicable article L. 225-197-1 of the Frenchcommercial Code, a two-year holding period starting at theexpiration of the new vesting period, i.e. the holding periodwill expire on September 15, 2018;

Š waive the performance condition provided for in the 2014Performance Shares Plan; and

Š waive the presence condition provided for in the 2014Performance Shares Plan as of August 31, 2016.

On September 16, 2016, each beneficiary would be awarded anumber of Company shares equal to 100% of the initial grant ofperformance shares under the 2014 Performance Shares Plan,as long as he/she satisfies the condition of presence as ofAugust 31, 2016. It is contemplated that the Company will issuethe shares to be delivered to the beneficiaries in accordancewith the 20th resolution of the 2014 annual ShareholdersMeeting.

As the Squeeze-Out will occur after September 16, 2016, theCompany shares acquired by each beneficiary onSeptember 16, 2016 would be transferred to Nokia uponSqueeze-Out against an amount in cash equal to the value of aCompany share pursuant to the terms of the Squeeze-Out (asdetermined by an independent expert) multiplied by the numberof shares held by each beneficiary, allowing each beneficiary tomonetize the Company shares that he/she will own.

French resident beneficiaries benefit from a specific tax andsocial security regime in France with respect to theirperformance shares. The suggested amendment should notimpact their ability to benefit from this specific regime. However,in order to prevent any tax and social security adverseconsequences for the beneficiaries that may result from thereduction of the vesting period and the consequences of thesqueeze-out, the Company will undertake to:

i. bear additional tax and social security costs that may arisefor French resident beneficiaries from the reduction of thevesting period and the contemplated squeeze-out by Nokiawith respect to the loss of their specific social securitycontributions regime; and

ii. pay, upon request of the French resident beneficiaries, anadditional amount necessary to put them in the samefinancial after-tax and social security position they wouldhave been in under such specific social securitycontributions regime.

This amendment to the 2014 Performance Shares Plan wouldnot be applicable to the performance shares awarded pursuantto the 2014 Performance Shares Plan covered by a liquidityagreement.

1.2. Replacement of the Stock-Options into OptionUnits (Resolution 2)

In order to ensure the liquidity of the Company shares resultingfrom the exercise of stock-options not covered by the LiquidityMechanism after the Squeeze-Out, it is proposed to replace allof the Company’s outstanding stock-options by option units tobe settled in cash which will mirror the economics of theoutstanding stock options (the “Option Units”), representing upto 15,901,655 Option Units.

This maximum number shall decrease in particular as a result ofNokia’s commitment in the exchange offer documentation ofthe Public Exchange Offer to offer to beneficiaries of vestedunderwater stock-options to enter into a liquidity agreement (the“Underwater Stock-Options Liquidity Agreement”). TheCompany will propose to beneficiaries of such stock-options toenter into the Underwater Stock-Options Liquidity Agreement inJuly/August 2016. Pursuant to the terms of the UnderwaterStock-Options Liquidity Agreement, beneficiaries may exercisetheir stock-options at any time during the exercise periodprovided under the applicable stock-option plan. Uponexercise, the Company’s shares will be automaticallyexchanged for Nokia shares according to the exchange ratio ofthe Public Exchange Offer (as adjusted from time to time) or foran amount of cash equal to the market value of such Nokiashares.

As a consequence, stock-options covered by the UnderwaterStock-Options Liquidity Agreement or by the LiquidityMechanism as of the date of the Shareholders’ ExtraordinaryMeeting would not be within the scope of this replacement andwould continue to be subject to the applicable stock-optionsplan rules.

Each beneficiary of stock-options not covered by theUnderwater Stock-Options Liquidity Agreement or by theLiquidity Mechanism would be granted Option Units, in lieu ofthe stock-options he/she held, on the basis of a ratio of oneoption unit for one stock-option.

Upon exercise of an option unit, the beneficiaries would receivea cash amount corresponding to the gain they would havemade upon exercise of the stock-option that would be replacedby such option unit, had such stock-option not been replacedby an option unit. The gain would be computed based on thevalue of the Company share equal to Nokia’s stock-price onNasdaq OMX Helsinki at the closing of the trading daypreceding the exercise date multiplied by the higher of (i) the0.5610 ratio (i.e., the initial exchange offer ratio offered duringthe Public Exchange Offer as adjusted to take into account anexceptional dividend distribution decided by Nokia’sshareholders’ meeting held on June 16, 2016) and (ii) theimplicit ratio derived from the Buy-Out Offer computed basedon the value of the volume-weighted average price of a Nokiashare on Nasdaq OMX Helsinki during a twenty (20) day periodbefore the date of the opening of the Buy-Out Offer, thiscomputation being set by the Board of Directors with the rightto delegate.


The beneficiaries would remain able to exercise the option unitsat any time during the exercise period provided for in theapplicable stock-option plan, even after the implementation ofthe Squeeze-Out. Therefore, the beneficiaries would keep thesame economic benefit but would receive cash and no longerbe entitled to subscribe Company’s shares.

It is proposed that the Board of Directors determine the termsand conditions of the Option Units to be embedded in anOption Unit Plan.

1.3. Powers (Resolution 3)

Resolution 3 is usual and aims at granting all necessary powersto carry out the formalities with respect to the resolutionsadopted by the Shareholders’ Meeting.


Text of the resolutions

Resolutions to be considered by the Extraordinary Shareholders’Meeting

1st resolution

Amendment to the Rules applicable to the Performance Shares Plan dated September 15, 2014 – Reductionof the vesting period from 4 years to 2 years and waiver of the performance condition

Focus �

The resolution proposed below is intended to ensure liquidity to beneficiaries of unvestedperformance shares, of the Share Plan dated September 15, 2014, not covered by aliquidity agreement. In particular, these resolution would allow the beneficiaries, uponSqueeze-Out, to monetize their unvested performance shares.

The Shareholder’s Meeting, ruling under the quorum andmajority conditions required for extraordinary Shareholder’sMeetings, after considering the report of the Board of Directors:

1. acknowledges that the Performance Shares Plan approvedby the Board of Directors pursuant to the delegation grantedby the Shareholders’ General Meeting dated May 28, 2014 isexpected to vest on September 15, 2018; and

2. decides, with regard to the performance shares which weregranted under this plan and which are not covered by aliquidity agreement as of the date of this shareholders’general meeting, and in compliance with the then applicablearticle L. 225-197-1 of the French commercial Code, to:

– reduce the duration of the applicable vesting period –previously a four-year period – to a two-year periodexpiring on September 15, 2016;

– introduce, in accordance with the provisions of the thenapplicable article L. 225-197-1 of the French commercialCode, a 2-year holding period starting at the expiration ofthe new vesting period, i.e. the holding period will expireon September 15, 2018;

– waive the performance condition set in theaforementioned plan;

– waive as of August 31, 2016 the presence condition;

– allocate on September 16, 2016 to each beneficiarysatisfying the presence condition as of August 31, 2016 anumber of Company shares equal to 100% of the initialgrant of performance shares under the aforementionedplan; and

– authorize any corporate representative of the Company,with the right to delegate, to finalize the amendment of theabovementioned plan and to issue the plan as amendedon behalf of the Company.

3. decides that the Company will (i) bear additional tax andsocial security costs that may arise for French residentbeneficiaries from the reduction of the vesting period decidedin paragraph 2. above and the contemplated squeeze-out byNokia with respect to the loss of their specific social securitycontributions regime and (ii) pay, upon request of the Frenchresident beneficiaries, an additional amount necessary to putthem in the same financial after-tax and social securityposition they would have been in under such specific socialsecurity contributions regime.


2nd resolution

Replacement of the Stock-Options into Option Units

Focus �

The resolution proposed below is intended to ensure liquidity to beneficiaries ofunexercised stock-options not covered by a liquidity agreement and to benefit fromeconomic rights that are equivalent to those attached to their unexercised stock-options.

The Shareholder’s Meeting, ruling under the quorum andmajority conditions required for extraordinary Shareholder’sMeetings, after considering the report of the Board of Directors:

1. approves the replacement into option units of all of theCompany’s outstanding stock-options, other than stock-options covered by a liquidity agreement as of the date of thisShareholders’ General Meeting, which are not within thescope of this replacement and will continue to be subject tothe applicable stock-options plan rules;

2. decides that beneficiaries of stock-options not covered by aliquidity agreement will be granted option units in lieu of thestock-options held by each beneficiary, on the basis of a ratioof one option unit for one stock-option;

3. decides that, upon exercise of an option unit, thebeneficiaries will receive a cash amount corresponding to thegain they would have made upon exercise of the stock-option that is replaced by such option unit, had such stock-option not been replaced by an option unit. The gain will becomputed based on the value of the Company share equalto Nokia’s stock price on Nasdaq OMX Helsinki at the closingof the trading day preceding the exercise date multiplied bythe higher of (i) the 0.5610 ratio (i.e. the initial exchange offerratio offered during the public exchange offer completed byNokia on Alcatel Lucent securities on February 3, 2016 as

adjusted to take into account an exceptional dividenddistribution decided by Nokia’s shareholders’ meeting heldon June 16, 2016) and (ii) the implicit ratio derived from thebuy-out offer to be initiated by Nokia on the Companyshares, this computation being set by the Board of Directorswith the right to delegate;

4. decides that the beneficiaries will remain able to exerciseeach option unit at any time during the exercise periodapplicable to the stock option it replaces;

5. resolves that the Board of Directors shall determine the termsand conditions of the option units to be embedded in anOption Unit Plan;

6. decides that the Board of Directors may offer differentmechanisms giving right to the similar benefits for thebeneficiaries in jurisdictions subject to specific legal andregulatory constraint;

7. authorize any corporate representative of the Company, withthe right to delegate to the extent permitted by law, to haveall necessary powers to implement this resolution and inparticular to enter into all agreements, draft all documents,accomplish all formalities and make all declarations to allofficial bodies and do whatever is deemed necessary.

3rd resolution

Powers

Focus � The resolution is intended to confer the powers necessary to perform formalitiesfollowing the Meeting.

The Shareholders’ Meeting confers all powers on the bearer ofan original, a copy or an extract of the minutes of the present

Meeting in order to proceed with all necessary and requiringfiling and publication formalities.


How to go to Alcatel Lucent Nozay (Villarceaux)

BY CARIn your GPS, program “Route de Villejust/Nozay” or follow the instructions below:

From Paris, Porte de St Cloud N118/Pont de Sèvres (duration 30mns):Š Take first the N118

Š Exit les Ulis Sud/Est (n°14)

Š At the intersection, take first N446 heading for Nozay-Marcoussis for 0.9 km

Š Turn left on D35 towards Nozay-Montlhéry, then ahead for 3.7 kms

Š At the second roundabout, turn right on the second exit to Alcatel-Lucent Nozay

From Paris, Porte d’Orléans N20 (duration 30mns):Š Follow signs first for Nantes-Bordeaux-Lyon by A10, then Etampes-Orléans by N20

Š 1km after La Ville du bois, turn right towards ZI Les graviers, Montlhéry La butte, Nozay

Š At the roundabout, turn right on the third exit, then turn right into D35 heading Nozay for about 2.5 kms

Š At the second roundabout, turn right on the second exit to Alcatel-Lucent Nozay

BY PUBLIC TRANSPORTATIONFrom Paris:Š You can either take a taxi from the TGV station, Orly airport or Charles-de-Gaulle airport or you can take the RER B or RER C train

Š Stop at the Massy-Palaiseau station, exit by the footbridge, if you take the RER B or RER C train

Š Then you can take the DM11C bus (Daniel Meyer Company), the bus stop is “Nozay Villarceaux”.

For more information about the B and C lines of the RER train, please consult: www.ratp.fr

The train stations “Massy-Palaiseau”, “Saint Michel sur Orge” and “Epinay sur Orge” are served by the bus route DM11C of the DanielMeyer company, going to the “NOZAY Villarceaux” stop.

You can connect to the following website (in French only) in order to know more about the timetable to and from the Nozay site:www.transports-daniel-meyer.fr or by phone +33 1 69 01 00 09.


Application for documentationand informationCovered by Article R. 225-83 of the French Commercial Code

As an eco-sustainable company, Alcatel-Lucent encourages shareholders to request the electronic distribution of documentation inorder to reduce the amount of printed documents.

Extraordinary Shareholders’ Meeting of September 13, 2016

I, the undersigned,

Last Name and First Name:

Address:

I am a shareholder and I would like to receive the notice of meeting brochure by Internet (notice of meeting and postal voting form andproxy form) for all future Shareholders’ Meetings.

@Email:

Holder of: registered shares and/or bearer shares

Request the documents and information relating to the above Shareholders’ Meeting, such as defined by Article R. 225-83 of the FrenchCommercial Code.

‘ By mail ‘ By email

This request must be sent to the bank or to the financial intermediary responsible for managingyour shares

Place of residence: Date: 2016

Signature:

N.B.: In accordance with Article R. 225-88 of the French Commercial Code, registered shareholders can, on specific request, obtainfrom the company the documents and information referred to in Articles R.225-81 and R.225-83 of the French Commercial Code for allfuture General Shareholders’ Meetings. If the shareholder wishes to make use of this facility, a statement to this effect must be made onthis request.

For information on the Group, please contact the Investor Relations Department:

Š Either by phone: +33 (0)800 354 354 (from Europe) or +1 908 582 6173 (from USA)

Š Or by mail: Alcatel-Lucent – Investor Relations Department – 148-152 route de la Reine, 92100 BOULOGNE-BILLANCOURT,FRANCE

Š Or by e-mail: [email protected]

You can also find on our website (http://www5.alcatel-lucent.com, Investors & Shareholders pages), all further information concerningthis Meeting

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NOTES

NOTES

Design and production:

ALCATEL LUCENT

INVESTOR RELATIONS

148-152, route de la Reine 92100 Boulogne-Billancourt - France Tel: 0 800 354 354 – Fax: +33 (0)1 55 14 14 05 (From Europe)Tel: +1 908 582 6173 (From USA)

www.alcatel-lucent.com

ALCATEL LUCENT

A FRENCH LIMITED LIABILITY COMPANY WITH A CAPITAL OF EUR 176,925,312.70

CODE APE: 7010Z542 019 096 R.C.S. NANTERRE

Documents

Notice of Meeting Extraordinary ... - Nokia NetworksDocumentation to the Shareholders’ Meeting As an eco-responsible company, Alcatel Lucent ... the electronic vote system exceptionally