Nokia Oyj: Nokia Board of Directors resolved to issue shares to the company and resolved on a directed share issuance for the settlement of shares under previous Nokia Equity Programs

Nokia Corporation
Stock Exchange Release
3 February 2022 at 8:30 EET

Nokia Board of Directors resolved to issue shares to the company and resolved on a directed share issuance for the settlement of shares under previous Nokia Equity Programs

Nokia's Board of Directors has resolved to issue 20 800 000 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 2022 and during the first quarter of 2023.

Nokia expects that the shares are registered with the Finnish Trade Register on or about 4 February 2022 and the shares will carry the shareholder rights attached to them as of the registration date. The total number of Nokia shares following the registration will equal 5 696 261 159 and following the issuance the number of shares held by Nokia Corporation will equal 49 550 329. The new shares are expected to commence trading on Nasdaq Helsinki as of 7 February 2022, and on Euronext Paris as of 8 February 2022, 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 20 800 000 Nokia shares (NOKIA) held by Nokia Corporation, as a result of the above-mentioned issuance to itself, to settle its commitments under the 2021-2023 Employee Share Purchase Plan, 2019 Performance Share Plan and various Restricted Share plans that vest in 2022 and during the first quarter of 2023. 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 8 April 2021.

About Nokia
At Nokia, we create technology that helps the world act together.

As a trusted partner for critical networks, we are committed to innovation and technology leadership across mobile, fixed and cloud networks. We create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs.

Adhering to the highest standards of integrity and security, we help build the capabilities needed for a more productive, sustainable and inclusive world.

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Forward-lookingstatements

Nokia and its businesses are exposed to a number of risks and uncertaintieswhichinclude but are not limited to: (i) competitiveintensity, whichisexpected to continue at a high level; (ii) ourability to ensurecompetitiveness of ourproduct roadmaps and coststhroughadditional R&D investments; (iii) ourability to procure certain standard components and the coststhereof, such as semiconductors; (iv) disturbance in the global supplychain; (v) scope and duration of the COVID-19 pandemic, and itseconomic impact; (vi) accelerating inflation; (vii) othermacroeconomic, geopolitical, industry and competitivedevelopments; (viii) timing and value of new and existing patent licensingagreementswith smartphone vendors, automotive companies, consumer electronicscompanies and otherlicensees; (ix) results in brand and technologylicensing; costs to protect and enforce ourintellectualpropertyrights; and the regulatorylandscape for patent licensing; (x) timing of completions and acceptances of certain projects; (xi) ourproduct and regional mix; (xii) uncertainty in forecastingincometaxexpenses and cash outflows, over the long-term, as they are alsosubject to possible changes due to regional profit mix, net sales subject to withholding taxes, the timing of patent licensingcash flow and changes in taxlegislation, includingpotentialtaxreform in the U.S. and OECD initiatives; (xiii) ourability to utilizeour US and Finnishdeferredtax assets and their recognition on our balance sheet; (xiv) ourability to meetoursustainability and other ESG targets, includingourtargetsrelating to greenhousegasemissions;as well as the riskfactorsspecified in our 2020 annual report on Form 20-F published on 4 March 2021 under Operating and financialreview and prospects-Risk factors.
Certain statementshereinthat are not historicalfacts are forward-lookingstatements. Theseforward-lookingstatementsreflectNokia'scurrent expectations and views of future developments and includestatementsregarding: A) expectations, plans, benefits or outlookrelated to ourstrategies, productlaunches, growth management, sustainability and other ESG targets, and operational key performance indicators; B) expectations, plans or benefitsrelated to future performance of our businesses (including the expected impact, timing and duration of COVID-19 on our businesses, oursupplychain and ourcustomers' businesses) and any future dividends and other distributions of profit; C) expectations and targetsregardingfinancial performance, cash generation, results, the timing of receivables, operating expenses, taxes, currency exchange rates, hedging, investmentfunds, inflation, productcostreductions and competitiveness, as well as results of operationsincludingmarketshare, prices, net sales, income and margins; D) abilityto execute, expectations, plans or benefitsrelated to changes in organizational structure and operating model; and E) anystatementspreceded by or including "continue", "believe", "commit", "estimate", "expect", "aim", "influence", "will" or similar expressions. Theseforward-lookingstatements are subject to a number of risks and uncertainties, many of which are beyondour control, whichcould cause ouractualresults to differmateriallyfromsuchstatements. Thesestatements are based on management's best assumptions and beliefs in light of the information currentlyavailable to them. Theseforward-lookingstatements are onlypredictionsbaseduponourcurrent expectations and views of future events and developments and are subject to risks and uncertaintiesthat are difficult to predictbecausethey relate to events and depend on circumstancesthatwilloccur in the future. Factors, includingrisks and uncertaintiesthatcould cause thesedifferences, includethoserisks and uncertaintiesidentified in the riskfactorsabove.