Share buyback program to offset the dilutive effect of the Infinera acquisition

On 22 November 2024, Nokia announced that its Board of Directors is initiating a share buyback program to offset the dilutive effect of new Nokia shares issued to the shareholders of Infinera Corporation and certain Infinera Corporation share-based incentives. 

The repurchases are based on the authorization granted to the Board of Directors by Nokia's Annual General Meeting on 3 April 2024. 

The program targets to repurchase 150 million shares, for an aggregate purchase price not exceeding EUR 900 million. The repurchases will start at the earliest on 25 November 2024 and end latest by 31 December 2025.

The purpose of the repurchases is to reduce Nokia’s capital to offset the dilution from issuing additional shares. The repurchased shares will be cancelled accordingly. The repurchases will be funded using the Company's funds in the reserve for invested unrestricted equity and the repurchases will reduce the Company's total unrestricted equity.

The program will be terminated if the acquisition is cancelled.

Program announced in January 2024

On 25 January 2024, Nokia’s Board of Directors initiated a share buyback program to return up to EUR 600 million of cash to shareholders in tranches over a period of two years. The first phase of the share buyback program started on 20 March 2024. On 19 July 2024, Nokia decided to accelerate the share buybacks by increasing the number of shares to be repurchased during the year 2024. The post-increase repurchases in compliance with the Market Abuse Regulation (EU) 596/2014 (MAR), the Commission Delegated Regulation (EU) 2016/1052 and under the authorization granted by Nokia’s Annual General Meeting on 3 April 2024 started on 22 July 2024 and completed on 21 November 2024.

Nokia repurchased 157,646,220 of its own shares at an average price per share of approximately EUR 3.81. Nokia expects to cancel the acquired shares in December 2024. The repurchases under the share buyback program reduced the Company’s unrestricted equity by EUR 600 million.

Program announced in February 2022

In February 2022, Nokia’s Board of Directors initiated a share buyback program to repurchase shares to return up to EUR 600 million of cash to shareholders in tranches over a period of two years.

The first EUR 300 million phase of the share buyback program was started in February 2022 and was completed in November 2022. Under this first phase, Nokia repurchased 63 963 583 of its own shares at an average price per share of approximately EUR 4.69. The repurchases reduced the Company’s unrestricted equity by EUR 300 million and the repurchased shares were cancelled in December 2022.

The second EUR 300 million phase was started in January 2023 and was completed in November 2023. Under this second phase, Nokia repurchased 78 301 011 of its own shares at an average price per share of approximately EUR 3.83. The repurchases reduced the Company's unrestricted equity by EUR 300 million and the repurchased shares were cancelled in November 2023.