Nokia Oyj · OMXHEX:NOKIA

Nokia Oyj — Merger or Acquisition (November 2015)

22 slides from Nokia Oyj's merger presentation, November 2015

  1. Slide 1: Investor roadshow

    Investor roadshow November 2015

  2. Slide 2: Disclaimers

    Disclaimers NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements that r

  3. Slide 3: Agenda

    Agenda Positioning for the future • A transformational combination • Recap of strategic rationale • Customer reaction Strong transaction-related execution • Execution of objectives • Timeline and key milestones A foundation for long-term success • Business groups and operational model • Integration

  4. Slide 4: Agenda

    Agenda Page Positioning for the future 4 • A transformational combination • Recap of strategic rationale • Customer reaction Strong transaction-related execution 9 A foundation for long-term success 12 8 Delivering value to our shareholders 17 4

  5. Slide 5: Transformational combination driving significant shareholder value

    Transformational combination driving significant shareholder value • End-to-end portfolio scope and scale player with leading global positions across products Strategically and services compelling • Complementary offerings, customers and geographic footprint with limited overlap • Innovation powerho

  6. Slide 6: Recap of strategic rationale

    Recap of strategic rationale …an innovation leader in next generation technology and Changing industry paradigms demanding… services for an IP connected world 1 Strong market positions • Telcos consolidating End-to- #1 LTE #2 IP routing1 Operator • Increased network sharing end consolidation • Expan

  7. Slide 7: Complementary geographic presence strengthening global footprint

    Complementary geographic presence strengthening global footprint 2014A net sales1, €bn Combined 7.3 6.4 4.6 2.9 5.8 1.3 2.7 2.1 1.7 3.4 3.3 1.3 1.0 0.7 1.6 1.4 1.0 1.0 North Europe Asia-Pacific / Greater Middle East & Latin America America Japan / India China Africa Nokia Group1 Alcatel-Lucent Group

  8. Slide 8: Strong customer support for the combination

    Strong customer support for the combination • “The portfolios complement each other very well.” Breadth of • “The combination of Nokia and Alcatel-Lucent is a smart decision. Alcatel-Lucent is combined product the leader in transmission and fiber technology…Our fiber operation is handled by portfoli

  9. Slide 9: Agenda

    Agenda Page Positioning for the future 4 Strong transaction-related execution 9 • Execution of objectives • Timeline and key milestones A foundation for long-term success 12 8 Delivering value to our shareholders 17 9

  10. Slide 10: On an accelerated timeline due to strong execution of key objectives

    On an accelerated timeline due to strong execution of key objectives • All required governmental approvals have been received Regulatory approvals • Antitrust clearances obtained in 23 jurisdictions; other regulatory clearances complete obtained from 5 regulators Portfolio alignment • Agreed disposa

  11. Slide 11: Indicative transaction timeline and key events

    Indicative transaction timeline and key events Dec 23, 2015 Apr 15, 2015 Oct 7, 2015 Nov 18, 2015 Expiration of initial Offer settlement post New leadership Launch of initial offer offer period settlement date of announced period in France and January coupon for to combine the United States 2018 OCE

  12. Slide 12: Agenda

    Agenda Page Positioning for the future 4 Strong transaction-related execution 9 A foundation for long-term success 12 • Business groups and operational model • Integration preparedness • Leadership Delivering value to our shareholders 17 12

  13. Slide 13: Business groups organized to achieve clear market leadership

    Business groups organized to achieve clear market leadership, offer customers end-to-end expertise and maximize focus on innovation Networking Technologies Mobile IP / Optical Applications Networks Networks & Analytics Fixed Networks Technologies Samih Elhage Basil Alwan Bhaskar Gorti Federico Guill

  14. Slide 14: Operating model for each business group optimized for market success

    Operating model for each business group optimized for market success, clear accountability and transparent performance reporting Business groups Operating model Mobile • Targeting scale and efficiency with ongoing cost improvement Networks • Underpinned by best-in-class quality and technology 2014 C

  15. Slide 15: Integration preparedness focused on addressing key risks and minimizing disruption

    Integration preparedness focused on addressing key risks and minimizing disruption Focus areas Objectives Key targeted actions • Ensuring customer focus and minimizing • Single customer interface and full sales order Customer sales channel disruption visibility including combined orders interface •

  16. Slide 16: Exceptional leadership with deep industry expertise

    Exceptional leadership with deep industry expertise Rajeev Suri President & CEO 20 / 24 Business groups Mobile Networks IP/Optical networks Applications & Analytics Fixed Networks Technologies Samih Elhage Basil Alwan Bhaskar Gorti Federico Guillén Ramzi Haidamus President President President Presid

  17. Slide 17: Agenda

    Agenda Page Positioning for the future 4 Strong transaction-related execution 9 A foundation for long-term success 12 8 Delivering value to our shareholders 17 • Alcatel-Lucent governance plan • Acceleration of synergy target • Capital structure optimization and shareholder distribution program 17

  18. Slide 18: Alcatel-Lucent governance plan and operational objectives

    Alcatel-Lucent governance plan and operational objectives Assuming successful closing of the offer with Nokia owning at a minimum over 50% of share capital and voting rights in Alcatel-Lucent, Nokia would take the below actions as soon as possible following closing • Nokia intends to propose changes

  19. Slide 19: Acceleration of realization of operating cost synergies

    Acceleration of realization of operating cost synergies €900m synergy target to be achieved a year earlier in 2018 Near-term opportunity Long-term implications Products & • Streamlining of overlapping products and services, particularly services within the planned Mobile Networks business group Stru

  20. Slide 20: Attractive shareholder distribution plan and capital structure optimisation

    Attractive shareholder distribution plan and capital structure optimisation Shareholder distribution plan 2016/2017 Deleveraging and capital structure • Approximately €4bn of capital return planned • De-leveraging of approximately €3bn planned - Combination of special and ordinary dividends - Reduct

  21. Slide 21: A transformational combination driving value for all stakeholders

    A transformational combination driving value for all stakeholders Unique opportunity to create a new European champion and a global leader in ultra-broadband, IP networking and cloud applications A leading Finnish company and a leading French company join forces to lead creation of next generation n

  22. Slide 22: Nokia Alcatel-Lucent

    22 A NOKIA Alcatel-Lucent @

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