NOA3 Nokia Corp

Nokia Board of Directors resolved on issuing shares without consideration to the company and a subsequent directed issuance related to the planned completion of the Infinera Corporation acquisition

Nokia Corporation
Stock Exchange Release
22 November 2024 at 11:45 EET

Nokia Board of Directors resolved on issuing shares without consideration to the company and a subsequent directed issuance related to the planned completion of the Infinera Corporation acquisition

Espoo, Finland – Nokia’s Board of Directors has resolved to issue 150 000 000 new shares in a directed share issuance without consideration to Nokia Corporation. The new shares will be later used to satisfy the company’s obligations under the Agreement and Plan of Merger made and entered into as of 27 June 2024, by and among Nokia Corporation, Neptune of America Corporation and Infinera Corporation (the “Merger Agreement”). 

Nokia expects that the new shares will be registered with the Finnish Trade Register on or about 25 November 2024 and entered in the book-entry system maintained by Euroclear Finland Ltd on or about 25 November 2024. The total number of Nokia shares following the registration will equal 5 763 496 565. The new shares will remain in Nokia Corporation’s treasury pending the planned completion under the Merger Agreement and are expected to be admitted to trading on Nasdaq Helsinki as of 26 November 2024, and on Euronext Paris as of 27 November 2024, together with other Nokia shares (NOKIA). Euronext Paris will publish a separate notice announcing the admission of the new shares to trading on Euronext Paris. 

Additionally, the Board of Directors has resolved on a directed issuance of a maximum number of 150 000 000 Nokia shares (NOKIA) held by Nokia Corporation, which the company holds in treasury as a result of the above-mentioned issuance to itself, to settle its commitments under the Merger Agreement in respect of shares to be delivered to eligible stockholders of Infinera Corporation upon the completion of the merger under the Merger Agreement. The completion under the Merger Agreement is expected to occur during the first half of 2025. The directed share issue is conditional on the completion of the merger under the Merger Agreement and the subscription price for the Nokia share (NOKIA) will be the closing price of the Company’s share on Nasdaq Helsinki on the date of completion of the merger under the Merger Agreement. The Nokia shares (NOKIA) will be delivered to the eligible stockholders of Infinera Corporation by Nokia’s Exchange Agent in the form of American Depositary Shares.  

To the extent that the newly issued shares would not be needed to settle Nokia’s obligations under the Merger Agreement, the Board has resolved on a directed share issuance of up to the total amount of the aforementioned newly issued shares without consideration to participants of Nokia's and Infinera's equity programs. These programs include Nokia LTI Plans 2021‒2023 and 2024–2026, Nokia Employee Share Purchase Plan 2024‒2026 and 2016 Equity Incentive Plan of Infinera Corporation which will be assumed by Nokia following completion of the merger under the Merger Agreement ("Equity Programs"). The assumption by Nokia of the Infinera Incentive Plan is subject to the completion of the merger under the Merger Agreement. 

Each delivery of shares and the corresponding change in the number of Nokia’s own shares will be published separately by a stock exchange release.  

The resolutions to issue shares are based on the authorization granted to the Board of Directors by the Annual General Meeting on 3 April 2024. 

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.

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.

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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 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 “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.