Nokia launches share buyback program to offset the dilutive effect of the Infinera acquisition

Nokia Corporation

Stock Exchange Release

22 November 2024 at 12:15 EET

Nokia launches share buyback program to offset the dilutive effect of the Infinera acquisition

Espoo, Finland – In line with the announcement made on 27 June 2024, Nokia Corporation ("Nokia" or the "Company") has today decided to launch a share buyback program to offset the dilutive effect of issuing new shares to the shareholders of Infinera Corporation and from Infinera’s existing share-based incentives. The daily buyback volume is expected to increase following the completion of the Infinera acquisition, and the program will be terminated if the acquisition is cancelled.

The main terms of the share buyback program:

•      The program targets to repurchase 150 million shares, for an aggregate purchase price not exceeding EUR 900 million.

•      The repurchases will start at the earliest on 25 November 2024 and end latest by 31 December 2025.

•      The purpose of the repurchases is to reduce Nokia’s capital to offset the dilution from issuing additional shares. The repurchased shares will be cancelled accordingly. The repurchases will be funded using the Company's funds in the reserve for invested unrestricted equity and the repurchases will reduce the Company's total unrestricted equity.

•      The repurchases are based on the authorization granted to the Board of Directors by Nokia's Annual General Meeting on 3 April 2024. The maximum number of shares that can be repurchased under the program is 150 million shares corresponding to approximately 3% of the total number of shares in Nokia.

•      The shares will be acquired through public trading on the regulated market of Nasdaq Helsinki and select multilateral trading facilities. No repurchases will be made in the United States. Nokia has appointed a third-party broker as the lead-manager for the buyback program. The lead-manager will make trading decisions independently of and without influence from Nokia. The repurchases will be carried out in accordance with the so-called safe harbour rules referred to in Article 5 of the EU Market Abuse Regulation (EU N:o 596/2014).

•      The price payable per share shall be determined in public trading on the relevant trading venue at the time of the repurchase, in compliance with the price and volume limits applicable under the safe harbour rules.

The program may be terminated prior to its scheduled end date and Nokia will in such case issue a stock exchange release to this effect.

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