REG-Nokia Board of Directors resolved on issuing shares to the company and on a subsequent directed issuance under Nokia Equity Programs

Nokia OyjAnnouncement

02/10/2025 06:00

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Nokia Corporation
Stock Exchange Release
2 October 2025 at 08:00 EEST

Nokia Board of Directors resolved on issuing shares to the company and on a
subsequent directed issuance under Nokia Equity Programs 

Espoo, Finland – Nokia’s Board of Directors has resolved to issue
120 000 000 new shares in a directed share issuance without consideration to
Nokia Corporation to be later used to fulfil the company’s obligations under
its equity plans that vest in 2025, 2026 and in 2027.

Nokia expects that the shares are registered with the Finnish Trade Register
on or about 2 October 2025 and entered in the book-entry system maintained by
Euroclear Finland Ltd on or about 2 October 2025. The total number of Nokia
shares following the registration will equal 5 575 850 345. The new shares
are expected to commence trading on Nasdaq Helsinki as of 3 October 2025, and
on Euronext Paris as of 6 October 2025, 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 120 000 000 Nokia shares (NOKIA) held by Nokia
Corporation, as a result of the above-mentioned issuance to itself, to settle
its commitments under the Employee Share Purchase Plan 2024–2026 and various
Restricted and Performance Share awards granted under the Nokia Long-Term
Incentive Plan 2021–2023 and Nokia Long-Term Incentive Plan 2024–2026, in
respect of shares to be delivered to plan participants during the years 2025,
2026 and 2027. The shares may also be used to settle Nokia’s obligations to
deliver shares during the years 2025, 2026 and 2027 in connection with awards
granted under Infinera Corporation’s 2016 Equity Incentive Plan, assumed by
Nokia Corporation. The shares are issued without consideration. Each share
delivery shall be published separately by a stock exchange release.

Both resolutions to issue shares are based on the authorization granted to the
Board of Directors by the Annual General Meeting on 29 April 2025.

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
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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 identified in our 2024 annual report on
Form 20-F published on 13 March 2025 under Operating and financial review and
prospects-Risk factors