REG-Inside Information: NVIDIA to make USD 1.0 billion equity investment in Nokia in addition to new strategic partnership – Nokia’s Board resolved on directed share issuance to NVIDIA

Nokia OyjAnnouncement

Tue 15:30

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Nokia Corporation
Inside information
28 October 2025 at 17:30 EET

Inside Information: NVIDIA to make USD 1.0 billion equity investment in Nokia
in addition to new strategic partnership – Nokia’s Board resolved on
directed share issuance to NVIDIA  
* NVIDIA to invest USD 1.0 billion (EUR 0.86 billion) in new Nokia shares at a
purchase price of USD 6.01 (EUR 5.16) per share 
* Investment comes in addition to strategic partnership to shape and lead the
AI-RAN market and support evolution of data center networking 
* Nokia will use the proceeds from the issuance to accelerate its strategic
plans to advance trusted connectivity for the AI supercycle and other general
corporate purposes 
* Nokia’s press and investor conference call to be held at 3:30pm EST,
7:30pm GMT, 9:30pm EET 
Espoo, Finland – The Board of Directors of Nokia Corporation (“Nokia”)
has resolved to issue 166 389 351 new shares in a directed share issuance to
enable NVIDIA Corporation (“NVIDIA”) to make a USD 1.0 billion equity
investment in Nokia. Subject to certain customary closing conditions, NVIDIA
will subscribe for the shares at a subscription price of USD 6.01 per share.
The transaction will see NVIDIA become a 2.90% shareholder of Nokia.

The strategic partnership and investment are expected to create significant
value for both companies. Nokia will use the proceeds from the issuance to
accelerate its strategic plans to advance trusted connectivity for the AI
supercycle and other general corporate purposes. Nokia intends to accelerate
development of Nokia’s 5G & 6G RAN software to run on NVIDIA’s
architecture and will make investments to drive Nokia’s strategic goal of
increasing its presence in the AI & Cloud market with data center aligned
networking solutions within its Network Infrastructure business. Nokia and
NVIDIA have agreed to collaborate on AI networking solutions and explore
opportunities to incorporate Nokia’s data center switching and optical
technologies in NVIDIA’s future AI infrastructure architecture.

Nokia will host a press and investor conference call on 28 October 2025 at
3:30pm EST (7:30pm GMT, 9:30pm EET) to discuss both the strategic partnership
and the purpose of the investment.  

Details of the equity investment 
Subject to certain customary closing conditions, NVIDIA will subscribe for the
new shares at a price of USD 6.01 (EUR 5.16) per share, equating to an
effective capital contribution to Nokia of approximately USD 1.0 billion (EUR
0.86 billion). All amounts denominated in USD have been converted into EUR
using the USD/EUR exchange reference rate published by the European Central
Bank for 27 October 2025, which was 0.8591 (USD 1 being EUR 0.8591). The
subscription price shall be recorded in Nokia's reserve for invested
unrestricted equity. The directed share issuance is an essential part of the
strategic partnership with NVIDIA.

The subscription price has been determined as part of the negotiations between
Nokia and NVIDIA. In addition to its own assessment of the strategic
partnership, Nokia has taken independent legal and financial advice to assist
in its evaluation of the fairness to Nokia of the terms of the share issuance,
taking into account the strategic partnership. In the assessment of Nokia, the
strategic partnership, including the share issuance, benefits Nokia and its
shareholders, and therefore there is a weighty financial reason for deviating
from the pre-emptive rights of the shareholders of Nokia in the share
issuance.

The Nokia shares will be delivered to NVIDIA in the form of American
Depositary Shares.

Nokia expects that the new shares will be registered with the Finnish Trade
Register in November and be entered in the book-entry system maintained by
Euroclear Finland promptly thereafter. The total number of Nokia shares
following the share issuance and registration of the new shares is expected to
be 5 742 239 696. The new shares represent approximately 2.98% of the total
number of Nokia shares prior to the share issuance and approximately 2.90% of
the total number of Nokia shares following the share issuance. After their
registration with the Finnish Trade Register, the new shares are expected to
be admitted to trading on Nasdaq Helsinki and Euronext Paris together with
other Nokia shares, and on the New York Stock Exchange, in the form of
American Depositary Shares.

The resolution to issue shares is based on the authorization granted to the
Board of Directors by the Annual General Meeting on 29 April 2025. 

Advisors 
J.P. Morgan served as financial advisor to Nokia. Skadden, Arps, Slate,
Meagher & Flom LLP, and Krogerus Attorneys Ltd served as legal advisors.

Conference call details 
Members of the media, investors, and analysts are invited to participate in a
conference call to discuss the strategic partnership and investment using the
details below. Those wishing to ask a question should join using the dial-in
details. Those wishing to just listen are encouraged to join via the webcast.

Call Details:
Date: 28 October 2025 
Time: 3:30pm New York, 7:30pm London, 9:30pm Helsinki 
Webcast link: https://edge.media-server.com/mmc/p/6b9ibwqi 

Speakers: 
Justin Hotard, President and CEO, Nokia 
Marco Wirén, CFO, Nokia

For those wishing to ask a question:  
We encourage media and analysts who wish to ask a question
to pre-register for the conference call using the link below.
Participants who pre-register will be given a conference passcode and unique
PIN to gain immediate access to the call and bypass the
operator. Participants may pre-register at any time, including up to and
after the call start time.  

To pre-register:  https://dpregister.com/sreg/10204315/10047f7ceb4  

PLEASE NOTE! If you wish to ask a question on the call, you MUST MUTE the
webcast and ONLY USE the participant dial-in during the Q&A session as there
is a delay of approximately 15-30 seconds. 

The question and answer session will be limited to members of the media and
financial analysts only. 

For those who do not wish to pre-register, please use the following dial-in
numbers and ask for the “Nokia Conference Call”: 

 PARTICIPANT DIAL IN (TOLL FREE):          1-844-282-4574             
 PARTICIPANT INTERNATIONAL DIAL IN:        1-412-317-5619             
 UK:                                       44-20-3795-9972            

Also, a replay of the call will be available one hour after the call
ends and may be accessed until 23 November 2025. 

 US Toll Free:              1-877-344-7529  
 International Toll:        1-412-317-0088  
 Replay Access Code:        1181900         

To access the replay using an international dial-in number, please select the
link below. 
https://services.choruscall.com/ccforms/replay.html  

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, including as a result of the transaction and
the partnership with NVIDIA; B) expectations, plans or benefits related to
future performance of our businesses, including as a result of the transaction
and partnership with NVIDIA, (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 , results of
operations and use of proceeds, including market share, prices, net sales,
income, margins, cash flows, cost savings, the timing of receivables,
operating expenses, provisions, impairments, tariffs, taxes, currency exchange
rates, hedging, investment funds, inflation, product cost reductions,
competitiveness, value creation, revenue generation in any specific region,
and licensing income and payments; D) ability to execute, expectations, plans
or benefits related to transactions, investments and changes in organizational
structure and operating model; E) impact on revenue with respect to
litigation/renewal discussions; F) timing of completion of the transaction;
and G) any statements preceded by or including “anticipate”,
“continue”, “believe”, “envisage”, “expect”, “aim”,
“will”, “target”, “may”, “would”, “could“, “see”,
“plan”, “ensure” 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(1) the possibility that the conditions to the closing of the
transaction are not satisfied, or the occurrence of any event, change or other
circumstance that could give rise to a right to terminate the transaction; (2)
the possibility that the stock price of Nokia could fluctuate during the
pendency of the transaction and may decline if the transaction is not
completed; (3) uncertainty as to the timing of completion of the transactions
and the ability of each party to consummate the transactions; and (4) those
risks and uncertainties identified in our 2024 annual report on Form 20-F
published on 13 March 2025 under Operating and financial review and
prospects-Risk factors