Changes in Nokia Corporation’s own shares

Nokia Corporation
Stock Exchange Release
28 February 2025 at 17:00 EET

Changes in Nokia Corporation’s own shares

Espoo, Finland – A total of 127,434,986 Nokia shares (NOKIA) held by Nokia Corporation were transferred today to Citibank, N.A., the depositary bank for Nokia’s American Depositary Share facility, for the distribution by Citibank, N.A., in its capacity as Exchange Agent, to such shareholders of Infinera Corporation (“Infinera”) who have validly elected either share consideration or mixed consideration in connection with the completion of Nokia’s acquisition of Infinera, in the form of American Depositary Shares. As previously announced by Nokia, Nokia entered into the Agreement and Plan of Merger on 27 June 2024 among Neptune of America Corporation and Infinera (the “Merger Agreement”).

The directed issuance of shares is based on the resolution of the Board of Directors on 22 November 2024. The subscription price for the Nokia share (NOKIA) is the closing price of Nokia’s share (NOKIA) on Nasdaq Helsinki on the date of closing of the merger, on 28 February 2025.

The number of own shares held by Nokia Corporation following the transfer is 133,882,828.

The rest of the merger consideration will be paid to the shareholders of Infinera in cash. Nokia has today published a separate press release regarding the completion of the Infinera acquisition.

About Nokia
At Nokia, we create technology that helps the world act together.

As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs, which is celebrating 100 years of innovation.

With truly open architectures that seamlessly integrate into any ecosystem, our high-performance networks create new opportunities for monetization and scale. Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

Inquiries:

Nokia Communications
Phone: +358 10 448 4900
Email: press.services@nokia.com
Maria Vaismaa, Global Head of External Communications

Nokia
Investor Relations
Phone: +358 931 580 507
Email: investor.relations@nokia.com

FORWARD-LOOKING STATEMENTS

Certain statements herein that are not historical facts are forward-looking statements. These forward-looking statements reflect Nokia’s current expectations and views of future developments and include statements regarding: A) expectations, plans, benefits or outlook related to our strategies, projects, programs, product launches, growth management, licenses, sustainability and other ESG targets, operational key performance indicators and decisions on market exits; B) expectations, plans or benefits related to future performance of our businesses (including the expected impact, timing and duration of potential global pandemics, geopolitical conflicts and the general or regional macroeconomic conditions on our businesses, our supply chain, the timing of market changes or turning points in demand and our customers’ businesses) and any future dividends and other distributions of profit; C) expectations and targets regarding financial performance and results of operations, including market share, prices, net sales, income, margins, cash flows, cost savings, the timing of receivables, operating expenses, provisions, impairments, taxes, currency exchange rates, hedging, investment funds, inflation, product cost reductions, competitiveness, revenue generation in any specific region, and licensing income and payments; D) ability to execute, expectations, plans or benefits related to our ongoing transactions, investments and changes in organizational structure and operating model; E) impact on revenue with respect to litigation/renewal discussions; and F) any statements preceded by or including "anticipate", “continue”, “believe”, “envisage”, “expect”, “aim”, “will”, “target”, “may”, “would”, "see", “plan” or similar expressions. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from such statements. These statements are based on management’s best assumptions and beliefs in light of the information currently available to them. These forward-looking statements are only predictions based upon our current expectations and views of future events and developments and are subject to risks and uncertainties that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Factors, including risks and uncertainties that could cause these differences, include those risks and uncertainties specified in our 2023 annual report on Form 20-F published on 29 February 2024 under Operating and financial review and prospects – Risk factors.