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Subject to certain customary closing conditions, NVIDIA will subscribe for the 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 being EUR 0.8591). The subscription price shall be recorded in Nokia's reserve for invested unrestricted equity. The directed share issuance is an essential part of the strategic partnership with NVIDIA. The subscription price has been determined as part of the negotiations between Nokia and NVIDIA. In addition to its own assessment of the strategic partnership, Nokia has taken independent legal and financial advice to assist in its evaluation of the fairness to Nokia of the terms of the share issuance, taking into account the strategic partnership. In the assessment of Nokia, the strategic partnership, including the share issuance, benefits Nokia and its shareholders, and therefore there is a weighty financial reason for deviating from the pre-emptive rights of the shareholders of Nokia in the share issuance. The Nokia shares will be delivered to NVIDIA in the form of American Depositary Shares. Nokia expects that the new shares will be registered with the Finnish Trade Register in November and be entered in the book-entry system maintained by Euroclear Finland promptly thereafter. The total number of Nokia shares following the share issuance and registration of the new shares is expected to be 5 742 239 696. The new shares represent approximately 2.98% of the total number of Nokia shares prior to the share issuance and approximately 2.90% of the total number of Nokia shares following the share issuance. After their registration with the Finnish Trade Register, the new shares are expected to be admitted to trading on Nasdaq Helsinki and Euronext Paris together with other Nokia shares, and on the New York Stock Exchange, in the form of American Depositary Shares. The resolution to issue shares is based on the authorization granted to the Board of Directors by the Annual General Meeting on 29 April 2025.
