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. 

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