Nokia board resolves to issue 150M new shares in a directed share issuance

Nokia’s (NOK) board of directors has resolved to issue 150M new shares in a directed share issuance without consideration to Nokia. 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 June 27 by and among Nokia, Neptune of America Corporation and Infinera (INFN). Nokia expects that the new shares will be registered with the Finnish Trade Register on or about November 25 and entered in the book-entry system maintained by Euroclear Finland on or about November 25. The total number of Nokia shares following the registration will equal 5.76B. The new shares will remain in Nokia’s treasury pending the planned completion under the merger agreement and are expected to be admitted to trading on Nasdaq Helsinki as of November 26, and on Euronext Paris as of November 27, together with other Nokia shares. 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 150M Nokia shares 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 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 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 will be delivered to the eligible stockholders of Infinera 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. 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 April 3.