Subject to certain customary closing conditions, NVIDIA will subscribe for 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 = EUR 0.8591).
The subscription price shall be recorded in Nokia’s reserve for invested unrestricted equity. This directed share issuance is an essential part of the strategic partnership between Nokia and NVIDIA. The subscription price was determined through negotiations between the two companies.
In addition to its own assessment of the strategic partnership, Nokia sought independent legal and financial advice to evaluate the fairness of the share issuance terms, considering the strategic partnership.
The Nokia shares will be delivered to NVIDIA in the form of American Depositary Shares (ADS). Nokia expects that the new shares will be registered with the Finnish Trade Register in November and entered promptly thereafter into the book-entry system maintained by Euroclear Finland.
Following the share issuance and registration of the new shares, the total number of Nokia shares is expected to be 5,742,239,696. The new shares will represent approximately 2.98% of the total number of Nokia shares prior to the share issuance and about 2.90% after the issuance.
Once registered with the Finnish Trade Register, the new shares are expected to be admitted to trading on Nasdaq Helsinki and Euronext Paris alongside other Nokia shares, as well as on the New York Stock Exchange in the form of American Depositary Shares.
This share issuance resolution is based on the authorization granted to the Board of Directors by the Annual General Meeting held on 29 April 2025.
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