Espoo, Finland – In line with the announcement on 3 February 2022, the Board of Directors of Nokia Corporation (“Nokia” or the “Company”) has today decided to launch the second EUR 300 million phase of the share buyback program that aims to return up to EUR 600 million of cash to its shareholders in tranches over a period of two years. Repurchases are expected to resume in earlyJanuary. The first phase of the share buyback program with a maximum aggregate purchase price of EUR 300 million was initiated on 14 February 2022 and it was completed on 11 November 2022.
The main terms of the second phase of the share buyback program:
- The aggregate purchase price of all Nokia shares to be acquired shall not exceed EUR 300 million.
- The repurchases will start at the earliest on 2 January 2023 and end at the latest by 21 December 2023.
- The purpose of the repurchases is to optimize Nokia’s capital structure through the reduction of capital. The repurchased shares will be cancelled accordingly. The repurchases will be fundedusing funds in the reserve for invested unrestricted equity and the repurchases will reduce total unrestricted equity.
- The repurchases are based on the authorization granted by Nokia’s Annual General Meeting on 5 April 2022. The maximum number of shares that can be repurchased under the secondphase of the program is 275 000 000 shares corresponding to approximately 5% of the total number of shares in Nokia.
- The shares will be acquired through public trading on the regulated market of Nasdaq Helsinki and selected 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 second phase of the buyback program. The lead-manager will make trading decisions independently of and withoutinfluence 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 underthe safe harbour rules.
Nokia may terminate the program prior to its scheduled end date and will in such case issue a stock exchange release to this effect.
Cancellation of treasury shares registered
Nokia has today also cancelled 63 963 583 Nokia shares held by the Company and repurchased under the first phase of the buyback program during the period between 14 February 2022 and 11 November 2022 in line with the decision by the Board of Directors.
The cancellation of the treasury shares was registered with the Finnish Trade Register on 8 December 2022.
The cancellation of the shares does not affect the Company’s share capital nor total equity.
After the cancellation, the total number of shares and votes in Nokia Corporation is 5 632 297 576. After the cancellation, Nokia Corporation holds 33 822 878 treasury shares.
NOKIA CORPORATION
Board of Directors
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