NOKBF Nokia (PK)

As filed with the Securities and Exchange Commission on August 1, 2024.

Registration No.     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nokia Corporation

(Exact Name of Registrant as Specified in its Charter)

Karakaari 7, FI-02610

Espoo, Finland

+358 10 4488 000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ronald A. Antush

Nokia of America Corporation

3201 Olympus Blvd.

Dallas, Texas 75019

(469) 682-7649

(Name, address, including zip code, and telephone number, including area code, of agent of service)

With copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and upon completion of the Merger described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the U.S. Securities Act, check the following box and list the U.S. Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the U.S. Securities Act, check the following box and list the U.S. Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

U.S. Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

U.S. Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

☐ Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the U.S. Securities Act, or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus does not constitute an offer to sell or the solicitation of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY, SUBJECT TO COMPLETION, DATED AUGUST 1, 2024

PROXY STATEMENT OF INFINERA CORPORATION / PROSPECTUS OF NOKIA CORPORATION

6373 San Ignacio Avenue

San Jose, California 95119

+1 (408) 572-5200

YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Infinera Corporation:

On June 27, 2024, Infinera Corporation, a Delaware corporation (“Infinera”), Nokia Corporation, a company incorporated under the laws of the Republic of Finland (“Nokia”), and Neptune of America Corporation, a Delaware corporation and a wholly owned subsidiary of Nokia (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended, modified or waived from time to time, the “Merger Agreement”) that provides for Merger Sub to merge with and into Infinera (the “Merger”), with Infinera surviving the Merger as a wholly owned subsidiary of Nokia (Infinera, after the completion of the Merger, the “Surviving Corporation”).

The transaction represents a premium of 28 percent to the closing share price of the common stock, par value $0.001 per share of Infinera common stock (the “Infinera Common Stock”) on June 26, 2024, the last full trading day before the public announcement of the Merger Agreement, and a 37 percent premium to the trailing 180-day volume weighted average price (“VWAP”) of Infinera Common Stock as of June 26, 2024.

Upon and subject to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of Infinera Common Stock and each share of preferred stock, par value $0.001 per share, of Infinera (the “Infinera Preferred Stock”), in each case, that is issued and outstanding as of immediately prior to the Effective Time will be automatically canceled, extinguished and converted into, at the election of the holder, the right to receive the following consideration, subject to proration in accordance with the Merger Agreement:

As of the date of this proxy statement/prospectus, Infinera does not have any shares of Infinera Preferred Stock outstanding.

In each case, the Nokia Shares will be delivered in the form of American Depositary Shares (“Nokia ADSs”), with each Nokia ADS representing the right to one Nokia Share upon the terms and conditions of the deposit agreement for the Nokia ADSs. Such Nokia Shares to be delivered to Infinera stockholders in the form of Nokia ADSs as part of the Merger Consideration may include newly issued Nokia Shares and/or Nokia Shares held by certain wholly owned subsidiaries of Nokia. Each Infinera stockholder may elect a different form of merger consideration for each share of Infinera Common Stock they own. The election right for holders of Infinera Common Stock with respect to the Mixed Consideration and the Share Consideration will

be subject to proration pursuant to the terms of the Merger Agreement to ensure that (1) no more than 30 percent of the aggregate Merger Consideration is paid in the form of Nokia ADSs and (2) at least 70 percent of the aggregate merger consideration will be paid in cash. Holders of Infinera Common Stock that do not make an election (or who revoke their election and do not make a new election prior to the election deadline) with respect to a particular share of Infinera Common Stock will be deemed to have elected to receive the Cash Consideration for that share. Elections must be made prior to 5:00 p.m. New York City time on the business day that is immediately prior to the Special Meeting (as defined below).

Holders of Infinera Common Stock may revoke an election in respect of any of their shares of Infinera Common Stock prior to the Election Deadline. Holders who revoke an election in respect of such shares will be deemed to have elected to receive the Cash Consideration for such shares, unless a contrary election is subsequently made in respect of such shares prior to the Election Deadline. No election in respect of any shares of Infinera Common Stock may be revoked after the Election Deadline, unless such revocation is prior to and in connection with a sale or transfer of such shares. Holders of Infinera Common Stock who wish to revoke an election in respect of their shares of Infinera Common Stock after the Election Deadline in connection with a sale or transfer of such shares must revoke such election at least five business days prior to the Effective Time for such election revocation to be effective.

Holders of Infinera Common Stock who have made a valid election in respect of their shares of Infinera Common Stock and wish to sell or otherwise transfer such shares need to revoke their election prior to and in connection with selling or transferring such shares. If no subsequent election is properly made in respect of such shares of Infinera Common Stock prior to the Election Deadline, or if the sale or transfer of such shares, and the revocation in connection therewith, occur after the Election Deadline, an election to receive the Cash Consideration will be deemed to have been made in respect of such shares and no contrary election may subsequently be made.

The exchange ratios with respect to the Mixed Consideration and the Share Consideration are fixed and will not be adjusted for changes in the market price of either Nokia ADSs or shares of Infinera Common Stock. Because the exchange ratios are fixed, the market value of the Nokia ADSs issued to Infinera stockholders will fluctuate and, as a result, could be greater than, less than or the same as the value of the Nokia ADSs on the date of the attached proxy statement/prospectus or on the date on which Infinera stockholders make their election. Accordingly, you should obtain current stock price quotations for Nokia ADSs before making your election. Nokia ADSs trade on the New York Stock Exchange (the “NYSE”) under the ticker symbol “NOK.” The Nokia ADSs delivered in connection with the Merger will be listed on the NYSE.

Infinera will hold a special meeting of its stockholders in connection with the Merger on     , 2024 (together with any adjournment, postponement or other delay thereof, the “Special Meeting”). At the Special Meeting, Infinera stockholders will be asked to consider and vote on (1) a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”), (2) a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Infinera to its named executive officers in connection with the Merger (the “Nonbinding Compensation Proposal”), and (3) any proposal to postpone or adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal at the Special Meeting (the “Adjournment Proposal,” and together with the Merger Agreement Proposal and Nonbinding Compensation Proposal, the “Proposals”). More information on attending the Special Meeting, and voting your shares of Infinera Common Stock in connection with the Special Meeting, is contained in the attached proxy statement/prospectus.

The board of directors of Infinera unanimously recommends that Infinera stockholders vote “FOR” each of the Proposals at the Special Meeting.

The Merger cannot be completed unless the Merger Agreement Proposal is approved by Infinera stockholders. Your vote on these matters is very important.

Even if you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your

proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting or be voted at the Special Meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the Merger Agreement Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting or be voted at the Special Meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the Merger Agreement Proposal.

The obligations of Nokia and Infinera to complete the Merger are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. The proxy statement/prospectus provides you with important information about the Merger Agreement, the Merger, the Special Meeting and each of the Proposals. Nokia and Infinera encourage you to read the entire document carefully, in particular the “Risk Factors” section found on page 21 of this proxy statement/prospectus for a discussion of risks related to the Merger and the Surviving Corporation after the Merger.

If you have any questions or need assistance voting your shares of Infinera Common Stock or making an election in respect of such shares, please contact:

430 Park Avenue, 14th Floor

New York, NY 10022

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

E-mail: INFN@investor.sodali.com

On behalf of Infinera’s board of directors, thank you for your support.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the Merger Agreement Proposal or Nonbinding Compensation Proposal in connection with the Merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the Regulation (EU) 2017/1129 of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) and the Finnish Securities Market Act (746/2012, as amended), and the Finnish Financial Supervisory Authority has not approved the proxy statement/prospectus.

The accompanying proxy statement/prospectus is dated     , 2024, and is first being mailed to Infinera stockholders on or about     , 2024.

PRELIMINARY, SUBJECT TO COMPLETION, DATED AUGUST 1, 2024

Infinera Corporation

6373 San Ignacio Avenue

San Jose, California 95119

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON    , 2024

To the Stockholders of Infinera Corporation:

Notice is given that Infinera Corporation, a Delaware corporation (“Infinera”), will hold a special meeting of its stockholders (together with any adjournment, postponement or other delay thereof, the “Special Meeting”), at https://www.virtualshareholdermeeting.com/INFN2024SM, at     , Pacific Time, on     , 2024, for the purpose of considering and voting on the following proposals:

The proxy statement/prospectus to which this notice is attached includes a summary of the Merger Agreement, and a complete copy of the Merger Agreement is attached as Annex A to the proxy statement/prospectus. Included in the Merger Agreement is a copy of the certificate of incorporation of the surviving corporation in the merger of Merger Sub with and into Infinera (the “Merger”). All such documents are considered attached to this notice. Please read the proxy statement/prospectus and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

You may attend the Special Meeting via a live interactive webcast on    , 2024, at     Pacific Time, by visiting the following website: https://www.virtualshareholdermeeting.com/INFN2024SM. Online check-in will begin at    , Pacific Time and you should allow ample time for the check-in procedures. You will need the 16-digit control number included on your proxy card or voting instruction form that accompanied your proxy materials to participate in the Special Meeting (including voting your shares). If you lose your control number, you may join the Special Meeting as a guest, but you will not be able to vote. Infinera believes that a virtual meeting provides expanded access, improved communication and cost savings for its stockholders.

Holders of record of shares of the common stock, par value $0.001 per share of Infinera (the “Infinera Common Stock”) as of the close of business on    , 2024, are entitled to notice of and to vote at the Special Meeting.

Upon and subject to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) each share of Infinera Common Stock and each share of preferred stock, par value $0.001 per share, of Infinera (the “Infinera Preferred Stock”), in each case, that is issued and outstanding as of immediately prior to the Effective Time will be automatically canceled, extinguished and converted into, at the election of the holder, the right to receive the following consideration, subject to proration in accordance with the Merger Agreement: (1) cash in an amount equal to $6.65, without interest (the “Cash Consideration”); (2) a number of ordinary shares, with no nominal value and in book-entry form, of Nokia (“Nokia Shares”) based on an exchange ratio of 1.7896 Nokia Shares for each share of Infinera Common Stock (the “Share Consideration”); or (3) cash in an amount equal to $4.66, without interest, and a number of Nokia Shares based on an exchange ratio of 0.5355 Nokia Shares for each share of Infinera Common Stock (the “Mixed Consideration”). As of the date of this proxy statement/prospectus, Infinera does not have any shares of Infinera Preferred Stock outstanding.

In each case, the Nokia Shares will be delivered in the form of American Depositary Shares (“Nokia ADSs”), with each Nokia ADS representing the right to one Nokia Share upon the terms and conditions of the deposit agreement for the Nokia ADSs. Such Nokia Shares to be delivered to Infinera stockholders in the form of Nokia ADSs as part of the merger consideration may include newly issued Nokia Shares and/or Nokia Shares held by certain wholly owned subsidiaries of Nokia. At least 70 percent of the aggregate merger consideration will be paid in cash and Infinera stockholders can elect to receive up to 30 percent of the aggregate merger consideration in the form of Nokia ADSs. Each Infinera stockholder may elect a different form of merger consideration for each share of Infinera Common Stock they own. The election right for holders of Infinera Common Stock with respect to the Mixed Consideration and the Share Consideration will be subject to proration pursuant to the terms of the Merger Agreement and as further described in this proxy statement/prospectus, to ensure that no more than 30 percent of the aggregate merger consideration is paid in the form of Nokia ADSs. Holders of Infinera Common Stock that do not make an election for merger consideration (or who revoke their election and do not make a new election prior to the Election Deadline) will be deemed to have elected to receive the Cash Consideration. Elections must be made prior to 5:00 p.m. New York City time on the business day that is immediately prior to the Special Meeting (the “Election Deadline”).

Holders of Infinera Common Stock may revoke an election in respect of any of their shares of Infinera Common Stock prior to the Election Deadline. Holders who revoke an election in respect of such shares will be deemed to have elected to receive the Cash Consideration for such shares, unless a contrary election is subsequently made in respect of such shares prior to the Election Deadline. No election in respect of any shares of Infinera Common Stock may be revoked after the Election Deadline, unless such revocation is prior to and in connection with a sale or transfer of such shares. Holders of Infinera Common Stock who wish to revoke an election in respect of their shares of Infinera Common Stock after the Election Deadline in connection with a sale or transfer of such shares must revoke such election at least five business days prior to the Effective Time for such election revocation to be effective.

Holders of Infinera Common Stock who have made a valid election in respect of their shares of Infinera Common Stock and wish to sell or otherwise transfer such shares need to revoke their election prior to and in connection with selling or transferring such shares. If no subsequent election is properly made in respect of such shares of Infinera Common Stock prior to the Election Deadline, or if the sale or transfer of such shares, and the revocation in connection therewith, occur after the Election Deadline, an election to receive the Cash Consideration will be deemed to have been made in respect of such shares and no contrary election may subsequently be made.

Infinera’s board of directors, after considering the various factors described in the section of this proxy statement/prospectus entitled “The Merger—Recommendation of the Infinera Board and Reasons for the Merger,” unanimously: (1) determined that it is in the best interests of Infinera and Infinera stockholders to enter into the Merger Agreement and consummate the Merger and the other transactions contemplated by the Merger Agreement; (2) recommended that Infinera stockholders

adopt the Merger Agreement; and (3) directed that the adoption of the Merger Agreement be submitted for consideration by Infinera stockholders at a meeting thereof. Infinera’s board of directors unanimously recommends that Infinera stockholders vote “FOR” the Merger Agreement Proposal, “FOR” the Nonbinding Compensation Proposal and “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares of Infinera Common Stock that you own. The Merger cannot be completed without approval of the Merger Agreement Proposal.

Even if you plan to attend the Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or to attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting or be voted at the Special Meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the Merger Agreement Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting or be voted at the Special Meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the Merger Agreement Proposal.

If you have any questions about how to make an election relating to the Merger Consideration or about how to effect the surrender of such shares in exchange for the Merger Consideration, you may contact the exchange agent, Citibank, N.A. via phone at      or via email at     .

By Order of the Board of Directors,

Regan MacPherson

Chief Legal Officer and Corporate Secretary

Dated:     , 2024

San Jose, California

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on     , 2024:

The Notice of Special Meeting of Stockholders and the proxy statement are available at     .

PRELIMINARY, SUBJECT TO COMPLETION, DATED AUGUST 1, 2024

INFINERA CORPORATION		NOKIA CORPORATION

PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus is dated     , 2024, and, together with the enclosed form of proxy card, is first being sent to stockholders on or about     , 2024.

TABLE OF CONTENTS

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Nokia Corporation (“Nokia”) from other documents that Nokia has filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”), and that are contained in or incorporated by reference into this proxy statement/prospectus. For a list of documents incorporated by reference into this proxy statement/prospectus, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” This information is available for you free of charge to review through the SEC’s website at www.sec.gov.

You may request a copy of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus, without charge, by written or telephonic request directed to the appropriate company at the following contacts:

In order for you to receive timely delivery of the documents in advance of the special meeting of Infinera stockholders to be held on     , 2024, you must request the information no later than 5 business days before the date of the Special Meeting.

If you have questions about the Merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need to obtain proxy cards or election forms or other information related to the proxy solicitation, please contact:

430 Park Avenue,

14^th Floor

New York, NY 10022

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

Email: INFN@investor.sodali.com

The contents of the websites of the SEC, Nokia, Infinera or any other entity are not being incorporated into this proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites is being provided only for your convenience.

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Nokia (File No.    ), constitutes a prospectus of Nokia under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to Nokia’s ordinary shares, with no nominal value (“Nokia Shares”) (which will be represented by Nokia’s American Depositary Shares (“Nokia ADSs”)), delivered to Infinera stockholders as part of the Merger Consideration. This document also constitutes a notice of the Special Meeting and a proxy statement for Infinera under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting.

This proxy statement/prospectus is not intended to be and is not a prospectus for the purposes of the EU Prospectus Regulation and the Finnish Securities Market Act, and the Finnish Financial Supervisory Authority has not approved this proxy statement/prospectus.

Nokia has supplied all information contained in or incorporated by reference into this proxy statement/prospectus relating to Nokia, and Infinera has supplied all information contained in this proxy statement/prospectus relating to Infinera. Nokia and Infinera have both contributed to the information related to the Merger contained in this proxy statement/prospectus.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus, including the annexes hereto. Nokia and Infinera have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated     , 2024, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Infinera stockholders nor the delivery by Nokia of Nokia Shares in the form of Nokia ADSs pursuant to the Merger Agreement will create any implication to the contrary.

No vote of Nokia shareholders is required to complete the Merger.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

ii

FREQUENTLY USED TERMS

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires, references to:

“2023 Restructuring Plan” means the restructuring initiative implemented by Infinera in 2023 to reduce costs.

“2024 Convertible Notes” or “2024 Notes” means Infinera’s 2.125 percent convertible senior notes due September 1, 2024.

“2027 Convertible Notes” or “2027 Notes” means Infinera’s 2.50 percent convertible senior notes due March 1, 2027.

“2028 Convertible Notes” or “2028 Notes” means the Existing 2028 Notes together with the Additional 2028 Notes.

“Acceptable Confidentiality Agreement” is defined in the section of this proxy statement/prospectus entitled “The Merger Agreement—No Solicitation.”

“Acquisition Inquiry” means a request for information or for a discussion for the apparent purpose of evaluating the making of an Acquisition Proposal.

“Acquisition Proposal” is defined in the section of this proxy statement/prospectus entitled “The Merger Agreement—No Solicitation.”

“Acquisition Transaction” means any transaction or series of related transactions involving any direct or indirect:

“Additional 2028 Notes” means the issuance of the $100.0 million in additional aggregate principal amount of Infinera’s currently outstanding Existing 2028 Notes.

“Adjournment Proposal” means any proposal to postpone or adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal at the Special Meeting.

“Capped Calls” means the capped call transactions evidenced by the Capped Call Documentation.

iii

“Capped Call Documentation” means the letter agreements related to call options on the Infinera Common Stock relating to the 2024 Notes, entered into by Infinera with each of Morgan Stanley & Co. LLC, Bank of America, N.A., Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC, in connection with the offering of the 2024 Notes, as amended, restated, supplemented, or otherwise modified on or prior to the date of the Agreement.

“Capped Calls Expiration Date” means, the earlier of (i) the earliest Expiration Date (as defined in the Capped Call Documentation), or (ii) December 20, 2024.

“Cash Consideration” means the cash consideration in an amount equal to $6.65 per share of Infinera Common Stock, without interest.

“Cash Election” means the election by an Infinera stockholder to receive Cash Consideration.

“Centerview” means Centerview Partners LLC, financial adviser to Infinera.

“Certificate of Merger” means the certificate of merger in customary form and substance to be filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL.

“CFC” means a “controlled foreign corporation.”

“CFIUS” means the Committee on Foreign Investment in the United States.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Convertible Notes” means, collectively, the 2024 Convertible Notes, 2027 Convertible Notes and 2028 Convertible Notes.

“Convertible Notes Indentures” means the applicable indentures governing the 2027 Convertible Notes and 2028 Convertible Notes, collectively.

“DCSA” means the Defense Counterintelligence and Security Agency of the United States Department of Defense.

“DCSA Approval” means approval from the DCSA.

“Deposit Agreement” means the Amended and Restated Deposit Agreement, dated as of March 28, 2000, by and among Nokia, the Depositary and all Holders and Beneficial Owners of ADSs issued thereunder, as amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February 6, 2008.

“Depositary” and “Depositary Bank” means Citibank, N.A., acting solely in its capacity as depositary for the Nokia ADSs pursuant to the terms of the Deposit Agreement.

“DGCL” means the Delaware General Corporation Law.

“Dissenting Infinera Shares” or “Dissenting Shares” means any share of Infinera Common Stock that is issued and outstanding immediately prior to the Effective Time and that is held by holders of record or owned by beneficial owners of such Infinera Common Stock who have not voted in favor of the adoption of the Merger Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 with respect to any such shares of Infinera Common Stock held by any such holder or owned by any such beneficial owner.

“DOJ” means the U.S. Department of Justice.

iv

“DPA” means section 721 to the Defense Production Act of 1950 and corresponding regulations.

“Effective Time” means the time when the Certificate of Merger has been duly filed with and accepted for record by the Secretary of State of the State of Delaware, or such later time as may be agreed in writing by Nokia, Merger Sub and Infinera and specified in the Certificate of Merger.

“Election” means any Cash Election, Share Election or Mixed Election.

“Election Deadline” means 5:00 p.m. New York City time on the business day that is immediately prior to the Special Meeting.

“Enlarged Company” means Nokia, as enlarged by the completion of the Merger and the other transactions contemplated by the Merger Agreement.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agent” means Citibank, N.A.

“Excluded Shares” means, collectively, (i) shares of Infinera Common Stock held by Infinera as treasury stock, (ii) shares of Infinera Common Stock owned by Nokia or Merger Sub, (iii) shares of Infinera Common Stock owned by any direct or indirect wholly owned subsidiary of Nokia or Merger Sub as of immediately prior to the Effective Time, (iv) Dissenting Shares or (v) shares of Infinera Common Stock held by any affiliate of Nokia or Infinera.

“Existing 2028 Notes” means Infinera’s 3.75 percent convertible senior notes due August 1, 2028.

“Finnish Companies Act” means the Finnish Companies Act (624/2006, as amended).

“Finnish Trade Register” means the Finnish Trade Register maintained by the Finnish Patent and Registration Office.

“FTC” means the U.S. Federal Trade Commission.

“GAAP” means U.S. generally accepted accounting principles.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Infinera” means Infinera Corporation, a Delaware corporation.

“Infinera Board” means the board of directors of Infinera.

“Infinera Board Recommendation” means the recommendation of the Infinera Board to the Infinera stockholders to adopt the Merger Agreement.

“Infinera Bylaws” means the Amended and Restated Bylaws of Infinera.

“Infinera Capital Stock” means the Infinera Common Stock and the Infinera Preferred Stock.

“Infinera Certificate” means the Amended and Restated Certificate of Incorporation of Infinera.

“Infinera Common Stock” means the common stock, par value $0.001 per share, of Infinera.

“Infinera Director RSUs” means Infinera RSUs held by non-employee members of the Infinera Board.

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“Infinera ESPP” means Infinera’s Amended and Restated 2007 Employee Stock Purchase Plan.

“Infinera Preferred Stock” means the preferred stock, par value $0.001 per share, of Infinera.

“Infinera PSU” means each restricted stock unit of Infinera granted with vesting conditioned in whole or in part on performance-based criteria.

“Infinera RSU” means each restricted stock unit of Infinera granted with vesting subject solely to continued employment or other service.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Intervening Event” means any effect occurring following the date of the Merger Agreement that is material and that (1) was not known to, or reasonably foreseeable by, the Infinera Board on the date of the Merger Agreement (or if known or reasonably foreseeable to the Infinera Board, the consequences of which were not known or reasonably foreseeable by the Infinera Board as of the date of the Merger Agreement), which effect becomes known to, or reasonably foreseeable by, the Infinera board prior to the requisite Infinera stockholder approval and (2) does not relate to any Acquisition Proposal. However, in no event will the following constitute or be taken into account in determining the existence of an Intervening Event:

“IRS” means the U.S. Internal Revenue Service.

“Loan Agreement” means that certain Loan, Guaranty and Security Agreement dated June 24, 2022, by and among Infinera, the other obligors party thereto, the lenders party thereto, and Bank of America, N.A., as Administrative Agent, as the same may be amended from time to time.

“Maximum Stock Amount” means a number of Nokia Shares equal to (1) the Mixed Consideration Exchange Ratio multiplied by (2) the aggregate number of shares of Infinera Common Stock issued and outstanding as of the date that is 10 business days prior to the Closing Date (other than Owned Infinera Shares and Dissenting Infinera Shares).

“Merger” means the merger of Merger Sub with and into Infinera.

“Merger Agreement” means the Agreement and Plan of Merger made and entered into as of June 27, 2024, by and among Nokia, Merger Sub, and Infinera, as it may be amended, modified or waived from time to time.

“Merger Agreement Proposal” means the proposal to adopt the Merger Agreement.

“Merger Consideration” means the Mixed Consideration, the Cash Consideration and the Share Consideration to be paid to the holders of Infinera Common Stock (other than Excluded Shares).

“Merger Sub” means Neptune of America Corporation, a Delaware corporation and wholly owned, directly or indirectly, subsidiary of Nokia, formed for the purpose of effecting the Merger as described in this proxy statement/prospectus.

“Mixed Consideration” means cash in an amount equal to $4.66, without interest, and 0.5355 Nokia Shares per share of Infinera Common Stock.

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“Mixed Consideration Exchange Ratio” means the ratio of 0.5355 Nokia Shares for each share of Infinera Common Stock.

“Mixed Election” means the election by an Infinera stockholder to receive Mixed Consideration.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Nokia” means Nokia Corporation, a company incorporated under the laws of the Republic of Finland.

“Nokia ADSs” means American Depositary Shares issued by the Depositary, each Nokia ADS representing the right to receive one Nokia Share, subject to the terms and conditions of the Deposit Agreement for the Nokia ADSs.

“Nokia Annual Report” means Nokia’s Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on February 29, 2024.

“Nokia Articles” means Nokia’s Articles of Association.

“Nokia Board” means the board of directors of Nokia.

“Nokia RSU” means a time-based restricted stock unit award of Nokia, which under Finnish law, represents a contractual commitment to issue shares in the future if the specific conditions set out in the terms of the restricted stock unit award are satisfied.

“Nokia Shares” means ordinary shares, no par value, of Nokia.

“Nonbinding Compensation Proposal” means the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Infinera to its named executive officers in connection with the Merger.

“NYSE” means the New York Stock Exchange.

“Oaktree Optical” means Oaktree Optical Holdings, L.P.

“Owned Infinera Shares” means each share of Infinera Common Stock, that is (i) held by Infinera as treasury stock, (ii) owned by Nokia or Merger Sub or (iii) owned by any direct or indirect wholly owned subsidiary of Nokia or Merger Sub as of immediately prior to the Effective Time.

“PFIC” means a “passive foreign investment company” for U.S. federal income tax purposes.

“PJT Partners” means PJT Partners LP, financial adviser to Nokia.

“Proposals” means, collectively, the Merger Agreement Proposal, the Nonbinding Compensation Proposal and the Adjournment Proposal.

“Record Date” means     , 2024, the record date of the Special Meeting.

“Registration Statement” means the registration statement on Form F-4 of which this proxy statement/prospectus forms a part.

“SEC” means the U.S. Securities and Exchange Commission.

“Section 262” means Section 262 of the DGCL.

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“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Share Consideration” means a number of Nokia Shares equal to the Share Consideration Exchange Ratio.

“Share Consideration Exchange Ratio” means the ratio of 1.7896 Nokia Shares for each share of Infinera Common Stock.

“Share Election” means the election by an Infinera stockholder to receive Share Consideration.

“Skadden” means Skadden, Arps, Slate, Meagher & Flom (UK) LLP, counsel to Nokia.

“Special Meeting” means the special meeting of Infinera stockholders, as it may be adjourned, postponed or otherwise delayed, to be held in connection with the Merger, to be held on     , 2024.

“Superior Proposal” is defined in the section of this proxy statement/prospectus entitled “The Merger Agreement—No Solicitation.”

“Surviving Corporation” means Infinera, after the completion of the Merger.

“U.S. Holder” means any beneficial owner of Infinera Common Stock or, after the completion of the Merger, Nokia ADSs received in respect of that Infinera Common Stock that, for U.S. federal income tax purposes, is or is treated as (i) a citizen or individual resident of the United States; (ii) a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust that (A) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (B) has a valid election in effect to be treated as a “United States person” for U.S. federal income tax purposes.

“Voting Agreement” means the Voting Agreement, dated as of June 27, 2024, entered into by and between Nokia and Oaktree Optical.

“Wilson Sonsini” means Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel to Infinera.

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QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the Merger, the Merger Agreement and the Special Meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. Additional important information is contained in the annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Questions About the Merger and the Treatment of Infinera Common Stock in the Merger

In order to the complete the Merger, Infinera stockholders must vote to approve the Merger Agreement Proposal at the Special Meeting.

This proxy statement/prospectus, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting.

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In each case, the Nokia Shares will be delivered in the form of Nokia ADSs, with each Nokia ADS representing the right to one Nokia Share, upon the terms and conditions of the Deposit Agreement. Such Nokia Shares to be delivered to Infinera stockholders in the form of Nokia ADSs as part of the Merger Consideration may include newly issued Nokia Shares and/or Nokia Shares held by certain wholly owned subsidiaries of Nokia.

The portion of the aggregate consideration payable in the form of Nokia Shares will be subject to proration pursuant to the terms of the Merger Agreement such that (1) no more than 30 percent of the aggregate Merger Consideration will be paid in the form of Nokia Shares and (2) at least 70 percent of the aggregate Merger Consideration will be paid in cash. Each Infinera stockholder may elect a different form of Merger Consideration for each share of Infinera Common Stock they own. Holders of Infinera Common Stock that do not make an Election (or who revoke their Election and do not make a new Election prior to the Election Deadline) will be deemed to have elected to receive the Cash Consideration. Elections must be made prior to 5:00 p.m. New York City time on the business day that is immediately prior to the Special Meeting.

Holders of Infinera Common Stock may revoke an Election in respect of any of their shares of Infinera Common Stock prior to the Election Deadline. Holders who revoke an Election in respect of such shares will be deemed to have elected to receive the Cash Consideration for such shares, unless a contrary Election is subsequently made in respect of such shares prior to the Election Deadline. No Election in respect of any shares of Infinera Common Stock may be revoked after the Election Deadline, unless such revocation is prior to and in connection with a sale or transfer of such shares. Holders of Infinera Common Stock who wish to revoke an Election in respect of their shares of Infinera Common Stock after the Election Deadline in connection with a sale or transfer of such shares must revoke such Election at least five business days prior to the Effective Time for such election revocation to be effective.

Holders of Infinera Common Stock who have made a valid Election in respect of their shares of Infinera Common Stock and wish to sell or otherwise transfer such shares need to revoke their Election prior to and in connection with selling or transferring such shares. If no subsequent Election is properly made in respect of such shares of Infinera Common Stock prior to the Election Deadline, or if the sale or transfer of such shares, and the revocation in connection therewith, occur after the Election Deadline, an Election to receive the Cash Consideration will be deemed to have been made in respect of such shares and no contrary Election may subsequently be made.

For more information regarding the Merger Consideration to be provided to Infinera stockholders if the Merger is completed, please see the sections of this proxy statement/prospectus entitled “The Merger—Merger Consideration” and “The Merger Agreement—Merger Consideration.”

For more information relating to Elections of Merger Consideration, please see the sections of this proxy statement/prospectus entitled “The Merger Agreement—Election Procedures” and “Election of Merger Consideration.”

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If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10 percent of the value or voting power of Nokia’s shares (including shares owned directly, through ADSs, or otherwise) at any time as of or following the Effective Time, such person may be subject to adverse U.S. tax consequences, which are described in more detail below under the section of this proxy statement/prospectus entitled “Risk Factors—Risks Relating to the Enlarged Company after the Completion of the Merger.”

Each holder of Infinera Common Stock is urged to read the discussion in the section of this proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences for U.S. Holders of Infinera Common Stock” and to consult their own tax adviser regarding the particular U.S. federal, state or local or non-U.S. income or other tax consequences of the Merger and the ownership and disposition of any Nokia ADSs that may be received therein. This discussion is provided for general information only and does not constitute legal or tax advice to any holder.

Each of Nokia and Infinera filed a Premerger Notification and Report Form under the HSR Act with the DOJ and the FTC in connection with the Merger on July 12, 2024. This waiting period is 30 days and would expire at 11:59 p.m., Eastern time, on August 12, 2024, though this period may be shortened if the reviewing agency grants “early termination” and may be extended if the reviewing agency issues a “second request.”

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In addition to the U.S. antitrust-related clearance discussed above, Nokia and Infinera are required to obtain CFIUS clearance, DCSA approval, and other approvals or authorizations in connection with certain antitrust and foreign investment laws in other specified jurisdictions.

The DGCL requirements for exercising appraisal rights are described in additional detail in the section of this proxy statement/prospectus entitled “The Merger—Appraisal Rights.”

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Further, pursuant to the Merger Agreement, Infinera shall use its commercially reasonable efforts to:

Pursuant to the terms of the Convertible Notes Indentures, following the effectiveness of the Merger, holders of the applicable Convertible Notes issued thereunder shall have the right, at such holder’s option, to convert all or any portion of such Convertible Notes as a result of the Merger constituting a “Fundamental Change,” “Make-Whole Fundamental Change” or “Merger Event” (as such terms are defined in the applicable Convertible Notes Indenture) and to provide that on and after the Effective Time, each holder of Convertible Notes shall have the right to convert such Convertible Notes in accordance with, and subject to, the conversion provision of the Convertible Notes Indentures (including any applicable increase in the “Conversion Rate” thereunder for conversions made in connection with the Merger). Because the Merger is expected to constitute a “Merger Event” (as such terms are defined in the applicable Convertible Notes Indenture), the right to convert each Convertible Notes shall be changed into a right to convert such principal amount of Convertible Notes into the Merger Consideration (which shall be deemed to be the “Reference Property” pursuant to and as defined in the Convertible Notes Indentures) at the applicable conversion rate and pursuant to the mechanics set forth in the applicable Convertible Notes Indenture. The exact composition of “Reference Property” will not be known until after the Election Deadline has lapsed. The Convertible Notes Indentures provide that Infinera can elect to settle any conversion of Convertible Notes in shares, cash or any combination thereof at Infinera’s option. It is expected that, following the consummation of the Merger, Nokia will cause Infinera to elect to settle all conversions of the Convertible Notes in cash.

Separately, as a result of the Merger constituting a “Fundamental Change” (as such term is defined in the applicable Convertible Notes Indenture) holders of the Convertible Notes shall have the right, at such holder’s option, to require Infinera to repurchase for cash all of such holder’s Convertible Notes at a repurchase price equal to 100 percent of the principal amount thereof pursuant to the terms set forth in the Convertible Notes Indentures.

Infinera expects to deliver appropriate notices to holders of the Convertible Notes for them to exercise their rights under the Convertible Notes Indentures at the times and pursuant to the terms set forth therein.

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The foregoing descriptions of the Convertible Notes Indentures and the rights of holders of the Convertible Notes thereunder are summaries only and are qualified in their entirety by reference to the applicable Convertible Notes Indentures.

You may attend the Special Meeting via a live interactive webcast on    , 2024, at     Pacific Time, by visiting the following website: https://www.virtualshareholdermeeting.com/INFN2024SM. Online check-in will begin at    , Pacific Time, and you should allow ample time for the check-in procedures. You will need the 16-digit control number included on your proxy card or voting instruction form that accompanied your proxy materials to participate in the Special Meeting (including voting your shares). If you lose your control number, you may join the Special Meeting as

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a guest, but you will not be able to vote. Infinera believes that a virtual meeting provides expanded access, improved communication and cost savings for its stockholders.

Approval of the Merger Agreement Proposal is a condition to the closing of the Merger. Approval of the Nonbinding Compensation Proposal and the Adjournment Proposal are not conditions to the closing of the Merger.

Nokia and Infinera cannot complete the Merger without the approval of the Merger Agreement Proposal.

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The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Infinera Common Stock and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone. Although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

If your shares of Infinera Common Stock are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote over the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting instruction form provided by your bank, broker or other nominee. However, because you are not the stockholder of record, you may not vote your shares of Infinera Common Stock at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares of Infinera Common Stock at the Special Meeting.

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares of Infinera Common Stock by proxy. If you are a stockholder of record or if you obtain a ‘‘legal proxy” to vote shares that you beneficially own, you may still vote your shares of Infinera Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.

Even if you plan to attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting, please sign, date and return the enclosed proxy card (a prepaid reply envelope is provided for your convenience) or grant your proxy electronically over the internet or by telephone (using the instructions found on the proxy card). If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy previously submitted.

If, as of the Record Date, you are a beneficial owner of shares held in “street name,” you may not vote your shares of Infinera Common Stock at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares of Infinera Common Stock at the Special Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares of Infinera Common Stock in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. Without your instructions, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting or be voted at the Special Meeting, and, if a quorum is present, that will have the same effect as voting “AGAINST” the Merger Agreement Proposal.

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If your shares of Infinera Common Stock are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Infinera Common Stock held in “street name.” If you are a beneficial owner of shares of Infinera Common Stock held in “street name,” this proxy statement/prospectus has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares of Infinera Common Stock by following their instructions for voting and to make an election for the Merger Consideration. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares of Infinera Common Stock at the Special Meeting unless you provide a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares of Infinera Common Stock at the Special Meeting.

If you sign, date and return your proxy card but do not mark the boxes showing how your shares should be voted on a matter, or if you do not indicate how you wish to vote when designating a proxy by telephone or by the internet, the shares represented by your properly authorized proxy will be voted as recommended by the Infinera Board with respect to that matter. This means that,

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as applicable, they will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Nonbinding Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If you hold your shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares of Infinera Common Stock at the Special Meeting.

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Pursuant to the Voting Agreement, Oaktree Optical has agreed, among other things, to vote its shares of Infinera Common Stock: (1) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; and (2) in the manner specified in the Voting Agreement on certain other matters. However, the Voting Agreement terminates in certain circumstances, including upon termination of the Merger Agreement in accordance with its terms and following the Special Meeting. The Voting Agreement also contains certain restrictions on the transfer of shares of Infinera Common Stock held by Oaktree Optical, subject to certain exceptions.

In considering the recommendations of the Infinera Board, Infinera stockholders should be aware that Infinera’s directors and executive officers have interests in the Merger that are different from, or in addition to, their interests as Infinera stockholders. For a more complete description of these interests, see the information provided in the section of this proxy statement/prospectus entitled “Interests of Infinera’s Directors and Executive Officers in the Merger.”

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Accordingly, if the Merger Agreement is adopted by Infinera stockholders and the Merger is consummated, the compensation that will or may become payable by Infinera to its named executive officers in connection with the Merger will or may be paid to Infinera’s named executive officers even if Infinera’s stockholders do not approve such compensation.

If you hold your shares of Infinera Common Stock in book-entry form, you will not receive a letter of transmittal. Instead, the Exchange Agent will pay you the payment to which you are entitled in a process that is expected to be automatic to you.

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Holders of Infinera Common Stock who have made a valid Election in respect of their shares of Infinera Common Stock and wish to sell or otherwise transfer such shares need to revoke their Election prior to and in connection with selling or transferring such shares. If no subsequent Election is properly made in respect of such shares of Infinera Common Stock prior to the Election Deadline, or if the sale or transfer of such shares, and the revocation in connection therewith, occur after the Election Deadline, an Election to receive the Cash Consideration will be deemed to have been made in respect of such shares and no contrary Election may subsequently be made.

For more information relating to Elections of Merger Consideration, please see the sections of this proxy statement/prospectus entitled "Election of Merger Consideration" and "The Merger Agreement—Election Procedures."

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Infinera also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Infinera Common Stock, respectively.

Infinera’s directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

Questions about Merger Consideration Elections for Infinera Stockholders

If your shares are held through a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow in order to make your Election.

If you hold your shares of Infinera Common Stock through a bank, broker or other nominee (often referred to as held in “street name”), you need to instruct your bank, broker or other nominee to make a timely Election on your behalf via the DTC ATOP system by delivery of an “agent’s message” to the applicable Exchange Agent account at DTC. DTC, participants in DTC, and other securities intermediaries are likely to establish cut-off times and dates that are earlier than the Election Deadline, to receive instructions to make an Election. Your bank, broker or other nominee may charge you a transaction or service fee to make the Election. You should consult your securities intermediary to determine the cut-off time and date applicable to you, and whether you will be charged any transaction or service fee.

If you are a DTC participant and hold shares of Infinera Common Stock in a DTC account as a DTC participant, you must make an Election through DTC’s ATOP Program and complete the DTC—ATOP procedure for book-entry transfer. An “agent’s message” must be transmitted by DTC and received by the Exchange Agent prior to the Election Deadline to validly make an Election.

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If you hold a physical stock certificate representing your shares of Infinera Common Stock registered in your name, you need to timely deliver a fully completed and signed election form to the Exchange Agent at the address specified in the election form. Do not deliver your stock certificates to the Exchange Agent with the election form.

If you hold your shares of Infinera Common Stock in book-entry form outside of a bank, brokerage or custodian account, you need to timely deliver a fully completed and signed election form to the Exchange Agent at the address specified in the election form.

The Election Deadline is 5:00 p.m., New York City, time on     , 2024, which is the business day immediately prior to the Special Meeting.

If the Special Meeting is delayed to a subsequent date, the Election Deadline will be similarly delayed to a subsequent date, and Nokia and Infinera will promptly announce any such delay and, when determined, the rescheduled election deadline.

Any shares of Infinera Common Stock for which an Election is not made will be deemed to have made a Cash Election.

For a registered holder’s revocation of an Election to be effective, a written notice of withdrawal must be received by the Exchange Agent at its address set forth on the election form prior to the Election Deadline. Any such notice will specify: (1) the name, address and the taxpayer identification number (“TIN”) of the person who made the prior Election being revoked; (2) the number of shares of Infinera Common Stock to be withdrawn from the Election; and (3) the name of the registered holder of such shares, if different from that of the person who submitted the election form.

For a holder whose shares of Infinera Common Stock are held through a bank, broker or other nominee, if the Election was made by your bank, broker or other nominee via DTC’s ATOP system, you need to contact your bank, broker or other nominee, and have such securities intermediary process your revocation.

Holders of Infinera Common Stock who wish to revoke an election in respect of their shares of Infinera Common Stock after the Election Deadline in connection with a sale or transfer of such shares must revoke such election at least five business days prior to the Effective Time for such election revocation to be effective.

For more information relating to Elections of Merger Consideration, please see the sections of this proxy statement/prospectus entitled “Election of Merger Consideration” and “The Merger Agreement—Election Procedures.”

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For more information, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Proration of Merger Consideration.”

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Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

Email: INFN@investor.sodali.com

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus, and the documents to which Nokia and Infinera refer you to in this proxy statement/prospectus, include certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include statements regarding: (1) the transaction between Nokia and Infinera, including any statements regarding the expected timing to complete the Merger; (2) considerations taken into account by the Infinera Board in approving the Merger; (3) the ability of each party to complete the Merger; (4) the expected benefits of the Merger (including, but not limited to, anticipated synergies, anticipated benefits or accretions to Nokia’s comparable operating profit, comparable basic and diluted earnings per share and return on invested capital; please see the section of this proxy statement/prospectus entitled “The Merger—Nokia’s Reasons for the Merger” for more information); (5) the value of the Merger to Infinera stockholders; (6) expectations for Infinera following the closing of the Merger or termination of the Merger Agreement; and (7) any other statements regarding Nokia’s or Infinera’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “intends,” “plans,” “believes,” “projects,” “estimates,” “expects,” “may,” “should,” “will,” “potential,” “targets,” “contemplates,” “might,” “could,” “ongoing” and similar expressions. All such forward-looking statements are based on current expectations of Nokia’s and Infinera’s management, as applicable, and therefore involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Statements included in or incorporated by reference into this proxy statement/prospectus that are not historical facts are forward-looking statements. Nokia and Infinera caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this proxy statement/prospectus. Investors are cautioned not to place undue reliance on these forward-looking statements. Key factors that could cause actual results to differ materially from those projected in the forward-looking statements include, among other things:

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Nokia and Infinera caution that the foregoing list of important factors is not exhaustive and other factors could also adversely affect the completion of the Merger and related transactions and the future results of Nokia, Infinera and the Enlarged Company. The forward-looking statements speak only as of the date of this proxy statement/prospectus, in the case of forward-looking statements contained in this proxy statement/prospectus, or the dates of the documents incorporated by reference into this proxy statement/prospectus, in the case of forward-looking statements made in those incorporated documents. Readers are cautioned not to place undue reliance on forward-looking statements. Nothing in this proxy statement/prospectus should be construed as a profit forecast.

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For more information about these and other risks, contingencies and uncertainties applicable to Nokia and Infinera, please see the section of this proxy statement/prospectus entitled “Risk Factors” and Nokia’s other filings with the SEC incorporated by reference into this proxy statement/prospectus. For more information, please also see the section of this proxy statement/prospectus entitled “Where You Can Find More Information” for more information about the SEC filings incorporated by reference into this proxy statement/prospectus.

All subsequent written or oral forward-looking statements concerning the Merger or other matters addressed in this proxy statement/prospectus and attributable to Nokia or Infinera or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except as may be required by law, neither Nokia nor Infinera is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Nokia and Infinera and their respective directors, employees, agents and advisers do not accept or assume responsibility to any other person to whom this proxy statement/prospectus is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed.

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RISK FACTORS

Summary of Risk Factors

The following constitutes a summary of the material risks relevant to the Merger, the Enlarged Company after the Merger, and each of Nokia’s and Infinera’s respective businesses:

Risks Relating to the Merger

Risks Relating to the Enlarged Company after the Completion of the Merger

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Risks Relating to Infinera’s Business

Risks Relating to Financial and Macroeconomic Factors Affecting Infinera

Risks Relating to Legal and Regulatory Factors Affecting Infinera

General Infinera Risk Factors

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Risks relating to the business of Nokia are described in the Nokia Annual Report, as specifically incorporated by reference in this proxy statement/prospectus.

In deciding whether to vote for the adoption of the Merger Agreement, Infinera stockholders are urged to carefully read and consider all of the information included in this proxy statement/prospectus, including the matters addressed in the section of this proxy statement/prospectus entitled “Cautionary Statements Regarding Forward-Looking Statements,” all of the information incorporated in this proxy statement/prospectus by reference as described in the section of this proxy statement/prospectus entitled “Where You Can Find More Information,” including the risks associated with the business of Nokia, and the following material risks relating to the Merger and the business of the Enlarged Company.

Risks Relating to the Merger

Because the exchange ratios provided in the Merger Agreement are fixed and will not be adjusted, Infinera stockholders cannot be certain of the precise value of the consideration in the form of Nokia ADSs that they may receive in the Merger.

Subject to the terms of the Merger Agreement, at the Effective Time each share of Infinera Common Stock that is issued and outstanding as of immediately prior to the Effective Time will be automatically canceled, extinguished and converted into, at the election of the holder, the right to receive the following consideration, subject to proration in accordance with the Merger Agreement: (1) the Cash Consideration; (2) the Share Consideration or (3) the Mixed Consideration.

The Nokia Shares will be delivered in the form of Nokia ADSs, with each Nokia ADS representing the right to one Nokia Share. The election right for holders of Infinera Common Stock with respect to the Mixed Consideration and the Share Consideration will be subject to proration pursuant to the terms of the Merger Agreement and described in this proxy statement/prospectus. Whether an Infinera stockholder receives their elected Merger Consideration will depend on the election of other Infinera stockholders and the proration mechanism. As a result of the proration mechanism in the Merger Agreement, depending on the elections made by all Infinera stockholders, you may not receive the exact form of Merger Consideration that you elect. In the Merger: (1) no more than 30 percent of the aggregate Merger Consideration will be paid in the form of Nokia Shares and (2) at least 70 percent of the aggregate Merger Consideration will be paid in cash. The Merger Consideration is also subject to adjustments for any stock splits, stock dividend, reorganization or similar recapitalization with respect to Infinera Common Stock or Nokia Shares. The maximum number of Nokia Shares that Nokia is obligated to issue in the Merger is equal to Maximum Stock Amount. For more information, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Proration of Merger Consideration.” Accordingly, some of the Merger Consideration an Infinera stockholder receives may differ from the type of consideration selected and such difference may be significant, and there is no assurance that an Infinera stockholder that has made a valid election will receive the form of consideration elected with respect to the shares of Infinera Common Stock held by such stockholder.

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The Mixed Consideration Exchange Ratio and the Share Consideration Exchange Ratio each are fixed and will not be adjusted for changes in the market price of either Nokia ADSs or shares of Infinera Common Stock. Because the exchange ratios are fixed, the market value of the Nokia ADSs issued to Infinera stockholders will fluctuate and, as a result, could be greater than, less than or the same as the value of the Nokia ADSs on the date of this proxy statement/prospectus.

It is impossible to accurately predict the market price of Nokia ADSs at the completion of the Merger and, therefore, impossible to accurately predict the market value of Nokia ADSs that Infinera stockholders will receive as a portion of the Merger Consideration in the Merger. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions; changes in Nokia’s or Infinera’s respective businesses, operations or prospects; legislative and regulatory developments in the industries that Nokia and Infinera operate; general market, industry and economic conditions; potential shareholder litigation relating to the Merger or otherwise relating to Nokia or to Infinera; market assessments of the likelihood that the Merger will be completed; interest rates and other factors generally affecting the respective prices of Nokia ADSs and shares of Infinera Common Stock; and the timing of the Merger and receipt of required regulatory approvals.

Many of these factors are beyond the control of Nokia or Infinera, and Infinera is not permitted to terminate the Merger Agreement solely due to a decline in the market price of Infinera Common Stock or Nokia ADSs. You are urged to obtain current market quotations for Nokia ADSs and shares of Infinera Common Stock in determining whether to vote for the Merger Agreement Proposal and whether to make a Share Election or Mixed Election. In addition, please see the section of this proxy statement/prospectus entitled “Comparative Per Share Market Price Information.”

The market price of Nokia ADSs will continue to fluctuate after the Merger.

Upon completion of the Merger, Infinera stockholders who make a Share Election or a Mixed Election will become holders of Nokia ADSs. Each Nokia ADS represents the right to one Nokia Share. The market price of the Nokia ADSs and the Nokia Shares underlying the Nokia ADSs will continue to fluctuate, potentially significantly, following the completion of the Merger, including for the reasons described above. As a result, former Infinera stockholders could lose some or all of the value of their investment in Infinera Common Stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or the liquidity of, the Nokia ADSs (or the Nokia Shares) received in the Merger, regardless of the Enlarged Company’s actual operating performance.

The Merger may not be completed and the Merger Agreement may be terminated in accordance with its terms.

The Merger is subject to a number of conditions that must be satisfied or waived prior to the completion of the Merger, as specified in the Merger Agreement. These conditions are described in the section of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to the Closing of the Merger.” These conditions to the completion of the Merger, some of which are beyond the control of Nokia and Infinera, may not be satisfied or waived in a timely manner or at all, and, accordingly, the Merger may be delayed or not completed.

Additionally, either Nokia or Infinera may terminate the Merger Agreement under certain circumstances, including, among other reasons, if the parties fail to secure the regulatory approvals required to consummate the Merger. These termination rights are described in the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination of the Merger Agreement.” If the Merger Agreement is terminated under certain circumstances, Infinera may be required to pay Nokia a termination fee of $65.0 million, or Nokia may be required to pay Infinera a termination fee of $130.0 million.

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For additional information on the termination fees, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fees.”

Failure to complete the Merger could negatively impact the future business and financial results of Infinera and the trading prices of the Infinera Common Stock.

If the Merger is not completed for any reason, including because the Infinera stockholders fail to approve the Merger Agreement Proposal, the ongoing business of Infinera may be adversely affected and, without realizing any of the expected benefits of having completed the Merger, Infinera would be subject to a number of risks, including the following:

Infinera stockholders who elect to receive Nokia ADSs in the Merger will have rights as Nokia shareholders that differ from their current rights as Infinera stockholders.

Upon completion of the Merger, Infinera stockholders who make a Share Election or a Mixed Election will no longer be stockholders of Infinera and will instead become holders of Nokia ADSs representing the right to one Nokia Share per Nokia ADS, and such Nokia Shares will be governed by the Nokia Articles. Holders of Nokia ADSs are not direct shareholders of Nokia, and their rights and obligations are governed by the Deposit Agreement for the Nokia ADSs. There are differences in the rights of Nokia shareholders under the Nokia Articles and the Deposit Agreement as compared to the rights of Infinera stockholders under the Infinera Certificate and the Infinera Bylaws. For more information, please see the section of this proxy statement/prospectus entitled “Comparison of Stockholders’/Shareholders’ Rights.”

Until the completion of the Merger or the termination of the Merger Agreement in accordance with its terms, Infinera is prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Infinera and its stockholders.

From and after the date of the Merger Agreement and prior to the Effective Time, the Merger Agreement restricts Infinera from taking specified actions without the consent of Nokia and requires that the business of Infinera and its subsidiaries be conducted in the ordinary course. These restrictions may prevent Infinera from taking actions during the pendency of the Merger that would have been beneficial. Adverse effects arising from these restrictions during the pendency of the Merger could be exacerbated by any delays in consummation of the Merger or termination of the Merger Agreement. For more information, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Certain Covenants of Infinera—Conduct of Business Pending the Merger.”

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Delays in obtaining required regulatory approvals and satisfying closing conditions may cause the Enlarged Company to not realize all of the benefits of the Merger.

The Merger is subject to a number of conditions to closing as specified in the Merger Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the transaction. Any delay in completing the Merger could cause the Enlarged Company not to realize, or to be delayed in realizing, some or all of the benefits that Nokia expects to achieve if the Merger is successfully completed within its expected time frame. For more information, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Conditions to the Closing of the Merger.”

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on Nokia or Infinera following the Merger.

Before the Merger may be completed, various approvals, consents and non-actions must be obtained, including receipt of antitrust clearance in the United States, antitrust approval by the European Commission, and antitrust approvals in other jurisdictions. Nokia and Infinera are required to make certain additional regulatory filings and obtain approvals or authorizations in connection with certain foreign investment laws or other laws in the U.S. and other specified locations, including, but not limited to, filings with CFIUS, DCSA, and foreign investment authorities in certain non-U.S. jurisdictions and other applicable regulatory authorities. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described in the section of this proxy statement/prospectus entitled “The Mergers—Regulatory Approvals.” These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; changes in legislation; or adverse developments in the political environment.

Even if those approvals are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of Nokia’s business following the Merger or require changes to the terms of the transactions contemplated by the Merger Agreement, including requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights or impose limitations or restrictions on, or prohibit, investments by certain investors (including, but not limited to, the imposition of limits on purchasing Nokia’s ADSs or shares, limits on Nokia’s ability to share information with such investors, governance modifications, or forced divestiture, among other things). Any such terms and conditions, limitations, obligations or restrictions could delay the completion of the transactions contemplated by the Merger Agreement, result in additional material costs on or materially limit the revenues of Nokia following the Merger or otherwise reduce the anticipated benefits of the Merger or even result in the abandonment of the Merger. Additionally, the completion of the Merger is conditioned on the absence of certain orders, injunctions or decrees by any governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the Merger Agreement.

The Merger, and uncertainty regarding the Merger, may cause customers, partners, suppliers or other business partners to delay or defer decisions concerning Nokia and/or Infinera, which could adversely affect each company’s ability to effectively manage its respective businesses.

The Merger will happen only if the conditions to closing are met. Many of the conditions are outside the control of Nokia and/or Infinera, and both parties also have certain rights to terminate the Merger Agreement. Accordingly, there may be uncertainty regarding the completion of the Merger. This

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uncertainty is causing and may continue to cause customers, partners, suppliers or other business partners to delay or defer entering into contracts with Infinera or making other decisions concerning Nokia and/or Infinera, or seek to change or cancel existing business relationships with Nokia and/or Infinera, any of which could negatively affect Nokia’s and Infinera’s respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have a material adverse effect on the respective businesses of Nokia and Infinera, regardless of whether the Merger is ultimately completed.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the Merger.

The success of the Merger will depend in part on the retention of personnel critical to the business and operations of the Enlarged Company due to, for example, their technical skills or management expertise. Competition for qualified personnel can be intense.

Current and prospective employees of Nokia and Infinera may experience uncertainty about their future role with the Enlarged Company until strategies with regard to these employees are announced or executed, which may impair Nokia’s and Infinera’s ability to attract, retain and motivate key management, technical, business development, operational and customer-facing employees and other personnel prior to and following the Merger. If Nokia and Infinera are unable to retain personnel, Nokia and Infinera could face disruptions in their respective operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Merger.

If key employees of Nokia or Infinera depart, the integration of the companies may be more difficult and the Enlarged Company’s business following the Merger may be harmed. Furthermore, the Enlarged Company may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of Nokia and Infinera, and the Enlarged Company’s ability to realize the anticipated benefits of the Merger may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with activities of labor unions or integrating employees into the Enlarged Company. Accordingly, no assurance can be given that the Enlarged Company will be able to attract or retain key employees of Nokia and Infinera to the same extent that those companies have been able to attract or retain their own employees in the past.

Infinera’s directors and executive officers have interests and arrangements that may be different from, or in addition to, the interests of Infinera stockholders generally.

When considering the recommendation of the Infinera Board that you vote to approve the Merger Agreement Proposal, Infinera stockholders should be aware that Infinera’s directors and executive officers may have interests in the Merger that are different from, or in addition to, those of Infinera stockholders. In: (1) evaluating and negotiating the Merger Agreement; (2) approving the Merger Agreement and Merger; and (3) recommending that the Merger be adopted by Infinera stockholders, the Infinera Board was aware of and considered these interests to the extent they existed at the time, among other matters. These interests include: (a) for Infinera’s executive officers, the treatment of their outstanding Infinera equity awards in the Merger as described in more detail in the section of this proxy statement/prospectus entitled “The Merger—Treatment of Equity Awards;” for Infinera’s non-employee directors, the accelerated vesting, as of immediately prior to the Effective Time, of their Infinera Director RSUs, and other treatment of such awards in the Merger, as described in more detail in the section of this proxy statement/prospectus entitled “The Merger—Treatment of Equity Awards;” for Infinera’s executive officers, their rights to deemed satisfaction of certain performance criteria for Infinera PSUs in connection with the Merger; for certain of Infinera’s executive officers, their continued

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employment by the Enlarged Company; for Infinera’s executive officers, their rights to severance payments and benefits in the event of a qualifying termination of employment within a period of 3 months before to 18 months after the effective date of the Merger; and the continued indemnification and insurance coverage for Infinera’s directors and executive officers from the Surviving Corporation and Nokia under the terms of the Merger Agreement. These interests are described in more detail in the section of this proxy statement/prospectus entitled “Interests of Infinera’s Directors and Executive Officers in the Merger.”

Nokia or Infinera may waive one or more of the closing conditions without re-soliciting stockholder approval.

To the extent permitted by law, Nokia or Infinera may determine to waive, in whole or part, one or more of the conditions of its obligations to consummate the Merger. Nokia and Infinera currently expect to evaluate the materiality of any waiver and its effect on Infinera stockholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies or voting instruction forms is required in light of such waiver. Any determination whether to waive any condition to the Merger or as to re-soliciting stockholder approval or amending this proxy statement/prospectus as a result of a waiver will be made by Nokia or Infinera, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with Infinera.

The Merger Agreement contains “no shop” provisions that restrict Infinera’s ability to, among other things (each as described under the section of this proxy statement/prospectus entitled “The Merger Agreement—No Solicitation”) solicit, initiate, propose or knowingly induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, any proposal or offer that constitutes or would reasonably be expected to lead to, an Acquisition Proposal. The Merger Agreement further provides that Infinera must pay Nokia a termination fee of $65.0 million if: (1) the Merger Agreement is terminated; and (2) within 12 months after such termination, an Acquisition Transaction is consummated or Infinera enters into a definitive agreement for an Acquisition Transaction. For more information, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Termination Fees.”

These provisions could discourage a potential competing acquirer from considering or proposing an acquisition of or merger with Infinera, even if it were prepared to pay consideration with a higher value than that implied by the Merger Consideration, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

The Merger will involve substantial costs.

Nokia and Infinera have incurred and expect to incur a number of non-recurring costs associated with the Merger. These costs and expenses include fees paid to financial, legal and accounting advisers; systems consolidation costs; severance and other potential employment-related costs, including payments that may be made to certain Infinera executives; and filing fees, printing expenses and other related charges. These costs are payable by Nokia and Infinera regardless of whether the Merger is completed.

The Enlarged Company will also incur integration costs in connection with the Merger. There are processes, policies, procedures, operations, technologies and systems that must be integrated in

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connection with the Merger and the integration of the two companies’ businesses. While both Nokia and Infinera have assumed that a certain level of expenses would be incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

There may also be additional unanticipated significant costs in connection with the Merger that the Enlarged Company may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income that Nokia expects to achieve from the Merger. Although Nokia expects that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

The opinion rendered to Infinera by Centerview will not reflect changes in circumstances between the date of such opinion and the completion of the Merger.

Infinera has received an opinion from Centerview in connection with the signing of the Merger Agreement but has not obtained, nor will obtain, an updated opinion regarding the fairness, from a financial point of view, of the Merger Consideration, taken together (and not separately), to be paid to holders of Infinera Common Stock (other than Excluded Shares (as defined below)) as of any date other than that specified in Centerview’s opinion. Centerview’s opinion does not address any other term or aspect of the Merger Agreement, the Voting Agreement or the Transaction, including, without limitation, the allocation of the Merger Consideration as among holders of Infinera Common Stock who receive the Cash Consideration, the Share Consideration or the Mixed Consideration, or the relative fairness of the Cash Consideration, the Share Consideration or the Mixed Consideration, and does not constitute a recommendation to any stockholder of Infinera or any other person as to how such stockholder or other person should vote with respect to the Merger or otherwise act with respect to the Transaction or any other matter, including, without limitation, whether such stockholder or person should elect to receive the Cash Consideration, the Share Consideration or the Mixed Consideration, or make no election, in the Transaction. Changes in the operations and prospects of Nokia or Infinera, general market and economic conditions and other factors that may be beyond the control of Nokia or Infinera, and on which Centerview’s opinion was based, may significantly alter the value of Nokia or Infinera or the trading prices of the Nokia ADSs or the shares of Infinera Common Stock by the time the Merger is completed. Centerview’s opinion does not speak as of any date other than the date of such opinion. Because Infinera does not currently anticipate asking Centerview to update its opinion, the opinion will not address the fairness of the Merger Consideration, taken together (and not separately), to be paid to holders of Infinera Common Stock (other than Excluded Shares), from a financial point of view at the time the Merger is completed.

For a more complete description of the opinion of Centerview, please see the section of this proxy statement/prospectus entitled “The Merger – Opinion of Infinera’s Financial Adviser.” A copy of the opinion of Centerview is attached as Annex E to this proxy statement/prospectus.

Lawsuits filed against Infinera, and members of the Infinera Board, challenging the Merger, and an adverse ruling in any such lawsuit, may prevent the Merger from becoming effective or from becoming effective within the expected time frame.

Transactions such as the Merger are frequently subject to litigation or other legal proceedings, including actions alleging that the Infinera Board breached its fiduciary duties to Infinera stockholders by entering into the Merger Agreement, by failing to obtain a greater value in the transaction for Infinera stockholders or otherwise. Infinera, Infinera management and members of the Infinera Board may in the future be parties, along with others (including Nokia), to various claims and litigation related to the Merger. Infinera will defend against the lawsuits filed, but might not be successful in doing so. An

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adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of Infinera or the Enlarged Company, including through the possible diversion of Infinera’s resources or distraction of key personnel.

Third parties may terminate or alter existing contracts with Infinera.

Infinera has contracts with customers, suppliers, vendors, landlords, licensors and other business partners which may require Infinera to obtain consent or waivers from such counterparties in connection with the Merger, including under change of control provisions. If these consents or waivers cannot be obtained, the Enlarged Company may suffer a loss of potential future revenue and may lose rights that are material to its business and the business of the Enlarged Company. In addition, third parties with whom Infinera currently has relationships may terminate or otherwise reduce the scope of their relationship with Infinera in anticipation of consummation of the Merger. Any such disruptions could limit the Enlarged Company’s ability to achieve the anticipated benefits of the Merger. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Merger or the termination of the Merger Agreement.

The Nokia Shares to be received in the form of Nokia ADSs by Infinera stockholders electing Nokia ADSs as a result of the Merger will have rights different from the Infinera Common Stock.

Upon consummation of the Merger, the rights of Infinera stockholders, who will become shareholders of Nokia, will be governed by Nokia’s Articles of Association. The rights associated with Infinera Common Stock are different from the rights associated with Nokia Shares. For more information, please see the section of this proxy statement/prospectus entitled “Comparison of Stockholders’/Shareholders’ Rights” for a discussion of these differences. In addition, the Nokia Shares to be received as Merger Consideration will be delivered in the form of Nokia ADSs. Holders of Nokia ADSs are not direct shareholders of Nokia, and their rights and obligations are governed by the Deposit Agreement for the Nokia ADSs.

Certain Infinera stockholders have agreed to vote in favor of the Merger Agreement Proposal regardless of how other Infinera stockholders vote. As a result, approximately 11 percent of the Infinera voting securities outstanding will be contractually obligated to vote in favor of the Merger, subject to the terms and conditions of each person’s respective voting and support agreement.

In connection with Infinera’s entry into the Merger Agreement on June 27, 2024, Oaktree Optical, which beneficially owns shares representing approximately 11 percent of Infinera Common Stock, entered into the Voting Agreement pursuant to which Oaktree Optical agreed, among other things, to vote their shares of Infinera Common Stock: (1) in favor of the adoption of the Merger Agreement and the transactions contemplated thereby; and (2) in the manner specified in the Voting Agreement on certain other matters. Accordingly, there is a higher likelihood that the necessary Infinera stockholder approval will be received regardless of how the remaining stockholders cast their votes, which could cause Proposals to be approved even if they are not in the best interest of Infinera stockholders.

Financial projections by Infinera may not prove to be reflective of actual future results.

In connection with the Merger, Infinera management prepared and considered, among other things, internal financial projections for Infinera. These forecasts speak only as of the date made and will not be updated. These financial projections were not prepared with a view to public disclosure; are subject to significant economic, competitive, industry and other uncertainties; and may not be achieved in full,

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at all or within projected timeframes. In addition, the failure of Infinera to achieve these financial projections could have a material adverse effect on the share price of the Enlarged Company and on the Enlarged Company’s financial position.

Holders of Infinera Common Stock who elect to receive some or all of their Merger Consideration in the form of Nokia ADSs may not receive sufficient cash consideration with which to pay their potential tax liabilities resulting from the Merger.

The exchange of Infinera Common Stock by Infinera stockholders for Cash Consideration, Share Consideration or Mixed Consideration will be a taxable transaction for U.S. federal income tax purposes. The amount of gain or loss recognized by a holder of Infinera Common Stock in the Merger generally will depend on the amount of any cash and the fair market value of any Nokia ADSs received by such holder in the Merger and the adjusted tax basis of the Infinera Common Stock exchanged by such holder in the Merger. To the extent that an Infinera stockholder elects to receive some or all of his, her or its Merger Consideration in the form of Nokia ADSs, it is possible that such stockholder may not receive sufficient cash consideration with which to pay its potential tax liabilities resulting from the Merger. For a description of the U.S. federal income tax consequences of the Merger for U.S. Holders (as defined therein), please see the section of this proxy statement/prospectus entitled “U.S. Federal Income Tax Consequences for U.S. Holders of Infinera Common Stock.”

Risks Relating to the Enlarged Company after the Completion of the Merger

Combining the businesses of Nokia and Infinera may be more difficult, costly or time-consuming than expected and the Enlarged Company may fail to realize the anticipated benefits of the Merger, which may adversely affect the Enlarged Company’s business results and negatively affect the market price of the Nokia ADSs or the Nokia Shares following the Merger.

The success of the Merger will depend on, among other things, the ability of Nokia and Infinera to combine their businesses in a manner that facilitates growth opportunities and realizes cost savings.

If the Enlarged Company is not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected.

Inability to realize the full extent of the anticipated benefits of the Merger and the other transactions contemplated by the Merger Agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the Enlarged Company, which may adversely affect the value of the Nokia ADSs or the Nokia Shares following the Merger.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration may not be realized. Actual growth and cost savings, if achieved, may be lower than what Nokia expects and may take longer to achieve than anticipated. If the Enlarged Company is not able to adequately address integration challenges, it may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

The failure to integrate successfully the businesses and operations of Nokia and Infinera in the expected time frame may adversely affect the Enlarged Company’s future results.

Nokia and Infinera have operated and, until the completion of the Merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is

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possible that the integration process could result in the loss of key Nokia employees or key Infinera employees; the loss of customers; the disruption of either company’s or both companies’ ongoing businesses; inconsistencies in standards, controls, procedures and policies; unexpected integration issues; higher than expected integration costs; and an overall post-completion integration process that takes longer than originally anticipated. In addition, due to the integration process, customers may be slow to award new business to the Enlarged Company or may not award new business to the Enlarged Company at all. Specifically, the following issues, among others, must be addressed in integrating the operations of Nokia and Infinera in order to realize the anticipated benefits of the Merger so the Enlarged Company performs as expected:

In addition, at times the attention of certain members of either company’s or both companies’ management teams and resources may be focused on completion of the Merger and the integration of the businesses of the two companies and diverted from day-to-day business operations, which may disrupt each company’s ongoing business and the business of the Enlarged Company. As a result of the pursuit and completion of the Merger, significant demands will be placed on the managerial, financial and other personnel and systems of Nokia and Infinera. Nokia and Infinera cannot assure you that their systems, procedures and controls will be adequate to support the transition and integration of operations following and resulting from the Merger.

Integrating the management team of Infinera into the management team of Nokia could require the reconciliation of differing priorities and philosophies.

The Enlarged Company may not be able to retain customers or suppliers, or attract new customers, or existing customers or suppliers may seek to modify contractual obligations with the Enlarged Company, any of which could have an adverse effect on the Enlarged Company’s business and operations.

As a result of the Merger, the Enlarged Company may experience strain in relationships with customers and suppliers that may harm the Enlarged Company’s business and results of operations.

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Certain customers or suppliers may seek to terminate or modify contractual obligations following the Merger (whether or not contractual rights are triggered as a result of the Merger) or may decline to award new business to, or renew existing contracts or enter into new long-term agreements with, the Enlarged Company. There can be no guarantee that customers and suppliers will remain with or continue to have a relationship with the Enlarged Company or do so on the same or similar contractual terms following the Merger or that the Enlarged Company will be able to attract new customers. If any of the customers or suppliers seek to terminate or modify contractual obligations or discontinue the relationship with the Enlarged Company, or if the Enlarged Company is unable to attract new customers, then the Enlarged Company’s business and results of operations may be harmed.

Current Nokia shareholders will have a reduced ownership and voting interest after the Merger and will exercise less influence over the management of the Enlarged Company.

Infinera stockholders currently have the right to vote in the election of the Infinera Board and on other matters affecting Infinera, and Nokia shareholders have the right to vote in the election of the members of the Nokia Board and on other matters affecting Nokia. Upon completion of the Merger, each Nokia shareholder and each Infinera stockholder will become a shareholder of the Enlarged Company with a percentage ownership of the Enlarged Company that is smaller than such shareholder’s or stockholder’s percentage ownership of Nokia or Infinera, as applicable, immediately prior to the Merger. As of the date of this proxy statement/prospectus, based on the exchange ratio of 1.7896 and the estimated number of shares of Infinera Common Stock and Nokia ADSs that will be outstanding immediately prior to the completion of the Merger, it is expected that, immediately after completion of the Merger, holders of Infinera Common Stock as of immediately prior to the completion of the Merger, will own, in the aggregate, approximately 2.3 percent of the issued and outstanding share capital of the Enlarged Company and holders of Nokia Shares as of immediately prior to the completion of the Merger, will own, in the aggregate, approximately 97.7 percent of the issued and outstanding share capital of the Enlarged Company.

The Enlarged Company may be exposed to additional or increased litigation or continued shareholder activism, which could have an adverse effect on the Enlarged Company’s business and operations.

The Enlarged Company may be exposed to continued and/or additional litigation from shareholders, customers, suppliers, consumers and other third parties due to the combination of Nokia’s business and Infinera’s business as a result of, and following, the Merger. Such litigation may have an adverse impact on the Enlarged Company’s business and results of operations or may cause disruptions to the Enlarged Company’s ordinary course of business. Nokia and/or Infinera may also be targets of securities class actions and derivative lawsuits in the future. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements in an effort to enjoin the merger or seek monetary relief from such companies. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources.

The market price for Nokia ADSs may be affected by factors different from those that historically have affected the market price of shares of Infinera Common Stock.

Upon completion of the Merger, Infinera stockholders who receive merger consideration in the form of Nokia ADSs will become indirect Nokia shareholders. Nokia’s and Infinera’s businesses differ and, accordingly, the financial position or results of operations and/or cash flows of Nokia after the Merger, as well as the market price of Nokia ADSs, may be affected by factors that are different from those currently affecting the financial position or results of operations and/or cash flows of Infinera. Following the completion of the Merger, Infinera will be part of a larger company, so decisions affecting Infinera

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may be made in respect of the larger combined business as a whole rather than the Infinera businesses individually. For a discussion of the businesses of Nokia and Infinera and of some important factors to consider in connection with those businesses, please see the documents incorporated by reference in this proxy statement/prospectus and referred to in the sections of this proxy statement/prospectus entitled “Where You Can Find Additional Information” (with respect to Nokia) and “Business of Infinera Corporation” (with respect to Infinera).

Resales of Nokia ADSs following the Merger may cause the market price of the Nokia ADSs to decline.

Based on the number of shares of Infinera Common Stock outstanding as of the Record Date and the number of outstanding Infinera equity awards estimated to be payable in Nokia Shares following the Merger, Nokia expects to issue up to the Maximum Stock Amount in connection with the Merger. Following their receipt of Nokia ADSs in the Merger, former Infinera stockholders may seek to sell the Nokia ADSs delivered to them, and the Merger Agreement contains no restriction on the ability of former Infinera stockholders to sell such Nokia ADSs following completion of the Merger. Other Enlarged Company shareholders may also seek to sell Nokia ADSs held by them following, or in anticipation of, completion of the Merger. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of Nokia ADSs, may adversely affect the market for, and the market price of, Nokia ADSs.

The market price of Nokia ADSs may decline as a result of the Merger.

The market price of Nokia ADSs may decline as a result of the Merger if, among other things, the Enlarged Company is unable to achieve its business and financial targets, or if the cost savings estimates in connection with the integration of Infinera’s business into Nokia’s business are not realized or if the transaction costs related to the Merger are greater than expected. The market price also may decline if the Enlarged Company does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by the market or if the effect of the transaction on the Enlarged Company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The Merger and the related share buyback program by Nokia may not be accretive, and may be dilutive, to Nokia’s earnings per share, which may negatively affect the market price of Nokia ADSs.

In conjunction with the Merger, the Nokia Board has committed to increasing and accelerating Nokia’s ongoing share buyback program to mitigate any dilution from the equity component of the Merger Consideration in connection with the Merger. This will be in addition to Nokia’s ongoing EUR 600 million buyback program. Although Nokia’s current intention is to increase the share repurchases and ultimately complete the additional share buybacks, there is no guarantee that Nokia will complete such actions. The timing and amount of any share buyback activity following the closing of the Merger will depend on prevailing market conditions, as well as Nokia’s operating and financial profile. Further, there is no guarantee as to the timing of additional share buyback or as to whether any additional share buyback, whether completed in full or in part, will be sufficient to prevent dilution to Nokia’s earnings per share.

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There may be less publicly available information concerning Nokia than there is for issuers that are not foreign private issuers (such as Infinera) because Nokia, as a foreign private issuer, is exempt from a number of rules under the Exchange Act, is permitted to file less information with the SEC than issuers that are not foreign private issuers and is permitted to follow home country practice in lieu of the listing requirements of the NYSE, subject to certain exceptions.

As a foreign private issuer under the Exchange Act, Nokia is exempt from certain rules under the Exchange Act, and is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. In addition, Nokia is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of the Nokia Board and Nokia’s officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, there may be less publicly available information concerning Nokia than there is for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by Nokia in accordance with Finnish law, which may differ in scope, substance or timing from such disclosure requirements under the Exchange Act. It is expected that the Enlarged Company will also be a foreign private issuer.

Furthermore, as a foreign private issuer, Nokia is also permitted, and intends to continue (and the Enlarged Company intends to continue), to follow certain home country corporate governance practices instead of those otherwise required under the Listing Rules of the NYSE for domestic U.S. issuers. For example, Nokia has informed the NYSE that it follows home country practice in Finland with regard to shareholder approval of equity compensation plans. Following its home country governance practices as opposed to the requirements that would otherwise apply to a United States company listed on The Nasdaq Global Select Market may provide shareholders in the Enlarged Company with less protection than they would have as stockholders of Infinera, as a domestic U.S. company.

Nokia’s status as a foreign private issuer is subject to an annual review and test, and will be tested again as of June 30, 2025 (the last business day of its second fiscal quarter of 2025). If it loses its status as a foreign private issuer, Nokia will no longer be exempt from such rules. Among other things, beginning on January 1, 2026, it would be required to file periodic reports and financial statements on a periodic basis (including both an annual report in respect of 2026 and quarterly reports in respect of each of the quarters of 2026) as if Nokia were a company incorporated in the U.S., which, among other things, would result in increased compliance and reporting costs to the Enlarged Company.

Accordingly, if the Enlarged Company remains a foreign private issuer after the Merger, you may not have the same protections afforded to shareholders of companies that are required to comply with all of the NYSE corporate governance requirements. For a discussion of Nokia’s corporate governance practices, please see the section of this proxy statement/prospectus entitled “Comparison of Stockholder’s/Shareholder’s Rights.”

It may be difficult to enforce a U.S. judgment against the Enlarged Company and its officers and directors in Finland or the United States, or to serve process on its officers and directors.

The Enlarged Company will be organized in Finland. A substantial portion of its officers and directors reside outside of the United States, and a substantial portion of its assets is located outside of the United States. Therefore, a judgment obtained against the Enlarged Company or any of its executive officers and directors in the United States, including one based on the civil liability provisions of the

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U.S. federal securities laws, may not be collectible in the United States and may be difficult to enforce (if at all) by a Finnish court. It also may be difficult for you to effect service of process on these persons in the United States or to assert U.S. securities law claims in original actions instituted in Finland. For more information, please see the section of this proxy statement/prospectus entitled “Enforceability of Civil Liabilities.”

Your rights and responsibilities as an indirect Nokia shareholder will be governed by Finnish law, which may differ in some respects from the rights and responsibilities of stockholders of U.S. companies.

Nokia is, and the Enlarged Company will be, organized under Finnish law. The rights and responsibilities of the holders of the Nokia Shares are governed by its articles of association, the Deposit Agreement and Finnish law. These rights and responsibilities differ in some respects from the rights and responsibilities of stockholders in typical U.S.-based corporations like Infinera. These provisions may be interpreted to impose additional obligations and liabilities on holders of Nokia Shares that are not typically imposed on shareholders of U.S. corporations. For a discussion of these differences, please see the section of this proxy statement/prospectus entitled “Comparison of Stockholders’/Shareholders’ Rights.”

If a U.S. person is treated as owning at least 10 percent of Nokia’s stock (including stock owned directly, through ADSs, or otherwise) at any time as of or following the Effective Time, such holder may be subject to adverse U.S. federal income tax consequences.

If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10 percent of the value or voting power of Nokia’s stock (including stock owned directly, through ADSs, or otherwise) at any time as of or following the Effective Time, such person may be treated as a “United States shareholder” with respect to any “controlled foreign corporations” that may exist within Nokia’s group. A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share (determined based on combined direct and indirect, but not constructive, ownership) of Subpart F income, global intangible low-taxed income and investments in U.S. property by controlled foreign corporations, without regard to whether Nokia or those subsidiaries make any distributions, and may also be required to report annually its ownership of such CFCs (in each case, unless that United States shareholder does not directly or indirectly own any stock in that CFC). An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a corporation. Failure to comply with these reporting obligations may subject a United States shareholder to significant monetary penalties and may toll the statute of limitations with respect to such shareholder’s U.S. federal income tax return (and possibly similar state and/or local tax returns) for the year for which reporting was due. Furthermore, Nokia cannot provide any assurances that it will have sufficient information to assist investors in determining whether it is treated as a controlled foreign corporation or whether such investor is treated as a United States shareholder with respect to it or any of its subsidiaries. Nokia also cannot guarantee that it will be in a position to furnish to any United States shareholder information that may be necessary to comply with the aforementioned reporting and tax payment obligations. Prospective U.S. investors should consult their own advisers regarding the potential application of these rules to an investment in the Nokia ADSs.

Risks Relating to Nokia’s Business

Nokia’s business will continue to be subject to the risks described in the sections of this proxy statement/prospectus entitled “Risk Factors” in the Nokia Annual Report and in other documents incorporated by reference into this proxy statement/prospectus. For the location of information

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incorporated by reference into this proxy statement/prospectus, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Risk Relating to Nokia ADSs and Nokia Shares

The Nokia ADSs and the Nokia Shares will continue to be subject to the risks described in the sections of this proxy statement/prospectus entitled “Risk Factors” in the Nokia Annual Report and in other documents incorporated by reference into this proxy statement/prospectus. For the location of information incorporated by reference into this proxy statement/prospectus, please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Risks Relating to Infinera’s Business

Infinera’s quarterly results may vary significantly from period to period, which could make its future results difficult to predict and could cause Infinera’s operating results to fall below investor, analyst or its expectations.

Infinera’s quarterly results and, in particular, its revenue, gross margins, operating expenses, operating margins and net income (loss) and cash flow, have historically varied significantly from period to period and may continue to do so in the future. As a result, comparing its operating results on a period-to-period basis may not be meaningful. Infinera’s budgeted expense levels are based, in large part, on its expectations of future revenue and the development efforts associated with that future revenue. Consequently, if Infinera’s revenue does not meet projected levels in the short term, its inventory levels, cost of goods sold and operating expenses would be high relative to revenue, resulting in potential operating losses. If Infinera’s revenue or operating results do not meet the expectations of investors or securities analysts or fall below any guidance it provides to the market, the price of the Infinera Common Stock may decline substantially.

Factors that may contribute to fluctuations in Infinera’s quarterly results, many of which are outside its control and may be difficult to predict, include:

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Infinera’s ability to increase its revenue will depend upon continued growth of demand by consumers and businesses for additional network capacity, on the level and timing of capital spending by its customers, and on the continued demand for its services support.

Its future success depends on factors that increase the amount of data transmitted over communications networks and the growth of optical transport networks to meet the increased demand for optical capacity. These factors include the growth of mobile, video and cloud-based services, increased broadband connectivity and the continuing adoption of high-capacity, revenue-generating services. If demand for such bandwidth does not continue, or slows down, the market for optical transport networking equipment may not continue to grow and Infinera’s product sales would be negatively impacted.

In addition, demand for Infinera’s products depends on the level and timing of capital spending in optical networks by service providers as they construct, expand and upgrade the capacity of their optical networks. Capital spending is cyclical in Infinera’s industry and spending by customers can change on short notice. Customer demand is dependent in part on the level of inventory held by customers and, to the extent that such inventory levels have been or will be built up by customers to address global supply issues or otherwise, overall customer demand may be dampened in subsequent periods until the level of inventory held by such customers returns to more normalized levels. Any future decisions by Infinera’s customers to reduce capital spending, whether caused by lower customer demand, weakening economic conditions, high borrowing costs, inflation, customer-specific supply chain issues, changes in government regulations relating to telecommunications and data networks, or other reasons, could have a material adverse effect on Infinera’s business, financial condition and results of operations.

Revenue Infinera receives for its services offerings is highly dependent on product sales and the implementation processes of its customers. If Infinera’s customers have internal services teams or if its

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products such as its pluggables do not otherwise require its services support, its revenue related to services and its related gross margins may be impacted and its results of operations may be harmed.

Any delays in the development, introduction or acceptance of Infinera’s new products or in releasing enhancements to its existing products may harm its business.

Infinera’s products are based on complex technologies, including, in many cases, the development of next-generation photonic integrated circuits (“PICs”), digital signal processors (“DSPs”) and specialized application-specific integrated circuits (“ASICs”), each of which are key components of its optical engines. In addition, Infinera may also depend on technologies from outside suppliers, all of which may cause it to experience unanticipated delays in developing, improving, manufacturing or deploying its products. The development process for Infinera’s optical engines is lengthy, and any modifications entail significant development cost and risks.

At any given time, various new product introductions and enhancements to Infinera’s existing products are in the development phase and are not yet ready for commercial manufacturing or deployment. Infinera relies on third parties, some of which are relatively early-stage companies, to develop, manufacture and deliver components for its next-generation products, which can often require custom development. The development process from laboratory prototype to customer trials, and subsequently to general availability, involves a significant number of simultaneous efforts. These efforts often must be completed in a timely and coordinated manner so that they may be incorporated into the product development cycle for Infinera’s systems, and include:

Each of these steps, in turn, presents risks of failure, rework or delay, any one of which could decrease the speed and scope of product introduction, the conversion of design wins into purchase orders, or marketplace acceptance of Infinera’s products. New generations of its optical engines as well as intensive software testing are important to the timely introduction of new products and enhancements to Infinera’s existing products, which are subject to these development risks. In addition, unexpected intellectual property disputes, inability to obtain licenses to utilize third-party development tools or other intellectual property on commercially acceptable terms, failure of critical design elements, limited or constrained engineering resources, changes in product designs and a host of other development execution risks may delay, or even prevent, the introduction of new products or enhancements to Infinera’s existing products. If Infinera has longer development lead times than its competitors for comparable products, or if it does not develop and successfully introduce or enhance products ahead of its competitors or in a timely manner, including the successful development of its next generation optical engine, its competitive position will suffer.

As Infinera transitions customers to new products and technologies, it faces significant risk that its new products or technologies may not be accepted by its current or new customers. To the extent that it fails to introduce new and innovative products and technologies that are adopted by customers, it could fail to obtain an adequate return on these investments and could lose market share to its competitors, which could be difficult or impossible to regain. Similarly, it may face decreased revenue, gross

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margins and profitability due to a rapid decline in sales of current products as customers hold spending to focus purchases on new product platforms. In addition, the sale of new products and technologies may result in the cannibalization of sales for existing products, which may harm its results of operations. Infinera could also incur significant costs in completing the transition, including costs of inventory write-downs of the current product as customers transition to new product platforms. In addition, products or technologies developed by others may render Infinera’s products noncompetitive or obsolete and result in significant reduction in orders from its customers and the loss of existing and prospective customers. Any delays in the introduction of new components that Infinera is developing for use in its other products as part of its vertical integration strategy may also prevent it from realizing the anticipated cost savings of such development. This may negatively impact Infinera’s gross margins and harm its business and operating results.

Aggressive business tactics by Infinera’s competitors and new entrants may harm its business.

The markets that Infinera competes in are extremely competitive, which often results in aggressive business tactics by its competitors and new entrants, including:

The level of competition and pricing pressure tend to increase when competing for large or high-profile opportunities or during periods of economic weakness when there are fewer network build-out projects. If Infinera fails to compete successfully against its current and future competitors, or if its current or future competitors continue or expand their aggressive business tactics, including those described above, demand for its products could decline, it could experience delays or cancellations of customer orders or it could be required to reduce its prices to compete in the market.

The markets in which Infinera competes are highly competitive and it may not be able to compete effectively.

The optical networking equipment market is competitive. Infinera’s main competitors in the optical transport systems market include dense wavelength division multiplexing system suppliers, such as ADTRAN, Ciena Corporation, Cisco Systems, Fujitsu, Huawei, Nokia, Ribbon Communications and ZTE. Competition in the optical subsystems and pluggable optics market includes, but is not limited to, Cisco (via their acquisition of Acacia), Lumentum, Marvell and Coherent, as well as a wide range of China-based suppliers. Moreover, other companies have developed, or may in the future develop, products that are or could be competitive with Infinera’s products. Infinera also could encounter competitor consolidation in the markets in which it competes, which could lead to a changing competitive landscape, capabilities and market share, and could impact its results of operations.

Competition in the markets Infinera serves is based on any one or a combination of the following factors:

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Some of Infinera’s competitors have substantially greater name recognition and technical, financial, sales and marketing resources. Many of its competitors have more resources and more experience in developing or acquiring new products and technologies, customizing product features specific to certain geographic requirements and in creating market awareness for those products and technologies. In addition, many of Infinera’s competitors have the financial resources to offer competitive products at aggressive pricing levels or have the ability to provide financing to customers, which could prevent it from competing effectively. Further, many of Infinera’s competitors have built long-standing relationships with some of its prospective and existing customers and could, therefore, have an inherent advantage in selling products to those customers.

Infinera also competes with low-cost producers that may increase pricing pressure on it and with a number of smaller companies that provide competition for a specific product, customer segment or geographic market. In addition, Infinera may also face increased competition from system and component companies that develop products based on off-the-shelf hardware that offers the latest commercially available technologies. Due to the narrower focus of their efforts, these competitors may achieve commercial availability of their products more quickly than Infinera can and may provide attractive alternatives to its customers.

If Infinera loses key personnel or fails to attract, upskill and retain qualified personnel when needed, its business may be harmed.

Infinera’s success depends to a significant degree upon the continued contributions of its key management, engineering, sales and marketing, and finance personnel, many of whom will be approaching retirement age in the next decade and many of whom would be difficult to replace. For example, senior members of Infinera’s engineering team have unique technical experience that would be difficult to replace. Because Infinera’s products are complex, it must also hire and retain highly trained customer service and support personnel to ensure that the deployment of Infinera’s products does not result in network disruption for its customers. Infinera believes its future success will depend in large part upon its ability to identify, attract, upskill and retain highly skilled and diverse personnel, and competition for these individuals is intense in its industry, especially in the San Francisco Bay Area where it is headquartered and, increasingly, in certain cities and regions where it has operations outside the U.S. as well. The loss of the services of any of Infinera’s key personnel, the inability to

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identify, attract or retain qualified personnel in the future or delays in hiring qualified personnel, particularly engineers and sales personnel, could make it difficult for Infinera to manage its business and meet key objectives, such as timely product introductions. These risks may be exacerbated due to a strong labor market with a competitive wage environment and attrition or a decline in the pool of available talent. In addition, Infinera does not have long-term employment contracts or key person life insurance covering any of its key personnel. If Infinera is unable to identify, attract and retain qualified personnel, it may be unable to manage its business effectively, and its results of operations could suffer.

Supply chain and logistics issues could harm its business and operating results.

Infinera is reliant on its global supply chain for the production of components for its products. The global supply chain has experienced disruptions beginning in 2020 as a result of the COVID-19 pandemic, leading to delays, shortages, longer than normal lead times, unfavorable contractual terms relating to refundability and cancellation, discontinued components and increased costs. These supply disruptions have negatively impacted Infinera’s revenue and its results of operations. For example, shortages of and longer lead times for certain key components have adversely affected Infinera’s ability to deliver products to customers in a timely manner. Additionally, price increases within Infinera’s supply chain have continued to negatively affect its gross margin. Any efforts that it makes to mitigate supply chain issues, such as by making additional or long-term purchase commitments with its suppliers or by holding higher levels of inventory, could negatively impact its cash flow and financial results if it does not accurately forecast customer demand or if its customers change their purchasing patterns in response to the evolving supply chain environment. Further, the lead times required for these mitigation efforts may not allow Infinera to take advantage of market price decreases or meet increased customer demand in a timely manner.

Infinera currently purchases several key components for its products from sole or limited sources. In particular, it relies on its own production of certain components of its products, such as PICs, and on third parties, including sole source and limited source suppliers, for certain of the components of its products, including ASICs, field-programmable gate arrays, processors, and other semiconductor and optical components. Infinera has increased its reliance on third parties to develop and manufacture components for certain products, some of which require custom development. Infinera purchases most of these components on a purchase order basis and generally only has long-term contracts with these sole source or limited source suppliers. If any of Infinera’s sole source or limited source suppliers suffer from capacity constraints, materials shortages, lower than expected yields, deployment delays, geopolitical-related disruptions, work stoppages or any other reduction or disruption in output, it may be unable to meet its delivery schedule, which could result in lost revenue, additional product costs and deployment delays that could harm its business and customer relationships. In addition, these same suppliers may decide to no longer manufacture or support specific components necessary for some of Infinera’s legacy products, which could lead to Infinera’s inability to fulfill demand without increased engineering and material costs necessary to replace such components or cause it to transition such products to end-of-life status sooner than planned. Further, Infinera’s suppliers could enter into exclusive arrangements with its competitors, refuse to sell their products or components to Infinera at commercially reasonable prices or at all, go out of business or discontinue their relationships with Infinera. If any of these developments were to occur, Infinera may be unable to develop alternative sources for these components within a suitable time frame to be able to operate its business, or at all.

These supplier disruptions could limit Infinera’s ability to produce its products and cause it to fail to meet a customer’s delivery requirements. Any failure to meet Infinera’s customers’ product delivery requirements could harm its reputation and its customer relationships, either of which would harm its business and operating results.

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Infinera is dependent on a small number of key customers for a significant portion of its revenue from period to period and the loss of, or a significant reduction in, orders from one or more of its key customers would reduce its revenue and harm its operating results.

A relatively small number of end-customers accounts for a large percentage of Infinera’s revenue from period to period. For example, for the quarter ended    , 2024, Infinera’s top ten end-customers accounted for approximately    percent of Infinera’s total revenue and     end-customer accounted for 10 percent or more of its total revenue. For 2023, Infinera’s top ten end-customers accounted for approximately 52 percent of Infinera’s total revenue and one end-customer accounted for 10 percent of its total revenue. For 2022, Infinera’s top ten end-customers accounted for approximately 48 percent of Infinera’s total revenue and one end-customer accounted for 11 percent of its total revenue. For 2021, Infinera’s top ten end-customers accounted for approximately 42 percent of its total revenue and no end-customer accounted for 10 percent or more of its revenue.

Infinera’s business will likely be harmed if any of its key customers, for whatever reason, substantially reduce, delay or stop their orders from it. In addition, Infinera’s business will be harmed if it fails to maintain its competitive advantage with its key customers or do not add new large and medium customers over time. Infinera continues to expect a relatively small number of customers to continue to account for a large percentage of revenue from period to period. However, customer consolidation could reduce the number of key customers that generate a significant percentage of Infinera’s revenue and may increase the risks relating to dependence on a small number of customers.

Infinera’s ability to continue to generate revenue from its key customers will depend on its ability to maintain strong relationships with these customers and introduce competitive new products at competitive prices. In most cases, Infinera’s sales are made to these customers pursuant to standard purchase agreements, which may be canceled or reduced readily, rather than long-term purchase commitments that would require these customers to purchase any minimum or guaranteed volumes orders. In the event of a cancellation or reduction of an order, Infinera may not have enough time to reduce operating expenses to minimize the effect of the lost revenue on Infinera’s business. Infinera’s operating results will continue to depend on its ability to sell its products to its key customers. In addition, Infinera must regularly compete for and win business with existing and new customers across all of its customer segments.

In addition, global economic conditions may affect the network spending, procurement strategies, or business practices of Infinera’s key customers. If any of Infinera’s key customers experience a loss in revenue due to weakening economic conditions, their corporate borrowing costs being materially impacted by high interest rates, or other adverse occurrences, they may reduce or delay capital spending generally or with respect to Infinera’s products, which could materially adversely affect its business and results of operations.

Product performance problems, including undetected errors in Infinera’s hardware or software, or deployment delays, and product security vulnerabilities, could harm its business, results of operations and reputation.

The development and production of products with high technology content is complicated and often involves problems with hardware, software, components and manufacturing methods. Complex hardware and software systems that are built with and include increasingly sophisticated technology, such as Infinera’s products, can often contain undetected errors or bugs when first introduced or as new versions are released. In addition, errors associated with components Infinera purchases from third parties, including customized components, may be difficult to resolve. Infinera has experienced issues in the past in connection with its products, including failures due to the receipt of components from its suppliers that are either faulty or do not meet its product specifications, and performance issues related to software updates. From time to time, Infinera has had to replace certain components

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or provide software remedies or other remediation in response to errors or bugs, and it may have to do so again in the future. In addition, performance issues can be heightened during periods where it is developing and introducing multiple new products to the market, as any performance issues it encounter in one technology or product could impact the performance or timing of delivery of other products. Infinera’s products may also suffer degradation of performance and reliability over time.

If reliability, quality, security or network monitoring problems develop, a number of negative effects on Infinera’s business could result, including:

Because Infinera outsources the manufacturing of certain components of its products, it may also be subject to product performance problems as a result of the acts or omissions of third parties, and it may not have adequate compensating remedies against such third parties or otherwise implement effective measures to mitigate such problems.

From time to time, Infinera encounters interruptions or delays in the activation of Infinera’s products at a customer’s site. These interruptions or delays may result from product performance problems or from issues with installation and activation, some of which are outside Infinera’s control, such as supply chain disruptions affecting Infinera’s customers or it. For example, in 2022, Infinera experienced project delays due to incomplete customer readiness and the unavailability of certain customer resources and customer furnished prerequisites required for project implementation. If Infinera experiences significant interruptions or delays that it cannot promptly resolve, the associated revenue for these installations may be delayed.

In addition, Infinera’s products are subject to security vulnerabilities and attempts by third parties to identify additional vulnerabilities. Such vulnerabilities are not always mitigated before they become known by Infinera, its customers or the users of its products. Mitigation techniques designed to address security vulnerabilities in Infinera’s products, including software and firmware updates or other preventative measures, are not always available on a timely basis or at all and at times do not operate as intended or effectively resolve vulnerabilities. Security vulnerabilities and any limitations or adverse effects of mitigation techniques may result in warranty or other claims, litigation, or regulatory actions, and may adversely affect Infinera’s results of operations, financial condition, customer relationships, prospects, and reputation in a number of ways, any of which may be material.

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The manufacturing process for Infinera’s optical engine and the assembly of its finished products are complex. The partial or complete loss of any of Infinera’s manufacturing facilities, a reduction in yields of its PICs or an inability to scale capacity to meet customer demands could harm its business.

The manufacturing process for Infinera’s optical engine, including the PICs, DSPs and specialized ASICs, and the assembly of Infinera’s finished products are complex. In the event that any of Infinera’s manufacturing facilities utilized to build these components and assemble its finished products was fully or partially destroyed, or shut down, as a result of a natural disaster, work stoppage or otherwise, it could severely limit Infinera’s ability to deliver and sell its products or support new product development. Because of the complex nature of Infinera’s manufacturing facilities, such loss would take a considerable amount of time to repair or replace. The partial or complete loss of any of Infinera’s manufacturing facilities, or an event causing the interruption in Infinera’s use of any such facilities, whether as a result of a natural disaster, a public health crisis, work stoppage or otherwise, for any extended period of time, could cause its business, financial condition and results of operations to be harmed.

Minor deviations in the PIC manufacturing process can cause substantial decreases in yields and, in some cases, cause production to be suspended. In the past, Infinera has had significant variances in its PIC yields, including production interruptions and suspensions, and may in the future have continued yield variances, including additional interruptions or suspensions. Lower than expected yields from Infinera’s PIC manufacturing process or defects, integration issues or other performance problems in Infinera’s products could limit its ability to satisfy customer demand requirements and could damage customer relations and harm its business, reputation and operating results.

Infinera’s inability to obtain sufficient manufacturing capacity to meet demand, either in its own facilities or through foundry or similar arrangements with third parties, could also harm its relationships with its customers, its business and its results of operations. Additionally, if Infinera is unable to fully utilize its own manufacturing facilities, this may also reduce its efficiency and lower its gross margins.

If Infinera’s contract manufacturers do not perform as it expects, its business may be harmed.

Infinera relies on third-party contract manufacturers to perform a portion of the manufacturing of its products, and its future success will depend on its ability to have sufficient volumes of its products manufactured in a cost-effective and quality-controlled manner. Infinera has engaged third parties to manufacture certain elements of its products at multiple contract manufacturing sites located around the world but do not have long-term agreements in place with some of its manufacturers and suppliers that would guarantee product availability, or the continuation of particular pricing or payment terms. Infinera faces a number of risks due to its dependence on contract manufacturers, including:

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Any of these risks could impair Infinera’s ability to fulfill orders. Its products are built with and incorporate increasingly sophisticated technology and any delays by its contract manufacturers or their inability to meet its product specifications or quality standards may cause Infinera to be unable to meet the delivery requirements of its customers, which could decrease customer satisfaction and harm its product sales. In addition, if Infinera’s contract manufacturers are unable or unwilling to continue manufacturing its products or components of its products in required volumes or its relationship with any of its contract manufacturers is discontinued for any reason, it would be required to identify and qualify alternative manufacturers, which could cause Infinera to be unable to meet its supply requirements to its customers and result in the breach of its customer agreements. Qualifying a new contract manufacturer and commencing volume production is expensive and time-consuming. If Infinera is required to change or qualify a new contract manufacturer, it could lose revenue and damage its customer relationships.

Increased consolidation among Infinera’s customers and suppliers in the communications networking industry has had, and could continue to have, an adverse effect on its business and results of operations.

Infinera has seen increased consolidation in the communications networking industry over the past few years, which has adversely affected its business and results of operations. Customer consolidation in the past has led to changes in buying patterns, slowdowns in spending, redeployment of existing equipment and re-architecture of parts of existing networks or future networks, as the combined companies evaluate the needs of the combined business. Moreover, the significant purchasing power of these large companies can increase pricing and competitive pressures for Infinera, including the potential for decreases in Infinera’s average selling prices. If one of Infinera’s customers is acquired by another company that does not rely on Infinera to provide it with products or relies on another provider of similar products, Infinera may lose that customer’s business. Such consolidation may further reduce the number of customers that generate a significant percentage of its revenue and may exacerbate the risks relating to dependence on a small number of customers. Any of the foregoing results will adversely affect its business, financial condition and results of operations.

In addition, Infinera’s suppliers in the communications networking industry have recently continued to consolidate. For example, II-VI acquired Coherent in 2022. Supplier consolidation may lead to increased prices of components for its products, deployment delays or a disruption in output. In addition, such consolidation may exacerbate the risks relating to its dependence on a small number of suppliers for certain components and materials that are required to manufacture its products.

Infinera relies on various third-party service partners to help complement Infinera’s global operations, and failure to adequately manage these relationships could adversely impact its financial results and relationships with customers.

Infinera relies on a number of third-party service partners, both domestic and international, to complement its global operations. It relies upon these partners for certain installation, maintenance, logistics and support functions. Services provided by these partners typically relate to the design,

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construction and operation of customer networks. Over time, the scope of work performed by Infinera’s service partners is likely to increasingly include areas where it has less experience providing or managing such services. Infinera must successfully identify, assess, train and certify qualified service partners in order to ensure the proper installation, deployment and maintenance of its products. The vetting and certification of these partners, particularly outside the U.S., can be costly and time-consuming, and certain partners may not have the same operational history, financial resources and scale as Infinera has. Additionally, certain service partners may provide similar services for other companies, including Infinera’s competitors. Infinera may not be able to manage its relationships with its service partners effectively, and it cannot be certain that they will be able to deliver services in the manner or time required, that it will be able to maintain the continuity of their services, or that they will adhere to Infinera’s approach to ethical business practices. Infinera may also be exposed to a number of risks or challenges relating to the performance of its service partners, including:

If Infinera does not effectively manage its relationships with third-party service partners, or if they fail to perform the services Infinera requests in the manner or time required, its financial results and relationships with its customers could be adversely affected.

Infinera must respond to rapid technological change and comply with evolving industry standards and requirements for its products to be successful.

The optical transport networking equipment market is characterized by rapid technological change, changes in customer requirements and evolving industry standards. Infinera continually invests in research and development to sustain or enhance its existing products, but the introduction of new communications technologies and the emergence of new industry standards or requirements could render its products obsolete. Further, in developing its products, Infinera has made, and will continue to make, assumptions with respect to which standards or requirements will be adopted by its customers and competitors. If the standards or requirements adopted by Infinera’s prospective customers are different from those on which Infinera has focused its efforts, market acceptance of its products would be reduced or delayed, and its business would be harmed. Infinera is continuing to invest a significant portion of its research and development efforts in the development of its next-generation products. Infinera expects its competitors will continue to improve the performance of their existing products and introduce new products and technologies and to influence customers’ buying criteria so as to emphasize product capabilities that it does not, or may not, possess. To be competitive, Infinera must increase its understanding of competitive dynamics in its markets, better anticipate future customer requirements and continue to invest significant resources in research and development, sales and marketing, and customer support. The demand for investment resources may also increase as the technologies Infinera develops and utilizes become more complex and the skills required to undertake such development become more scarce and expensive to obtain. If Infinera does not anticipate or meet these future customer requirements, including with respect to the energy efficiency of its products, and invest in the technologies, including artificial intelligence (“AI”) and machine learning (“ML”), necessary to enable it to create, manufacture and sell the appropriate solutions on a timely basis, its competitive position and future sales may be limited, which would have an adverse effect on its business and financial condition. Infinera may not have sufficient resources to undertake these investments and it may not be able to make the technological advances necessary to be competitive and successful in the markets it serves.

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Failure to accurately forecast its manufacturing requirements or customer demand, it could increase Infinera’s costs, including inventory write-downs or equipment write-offs, or lose customers or orders to competitors which would adversely affect its business and results of operations.

Infinera generates forecasts of future demand for its products several months prior to the scheduled delivery to its prospective customers. This requires Infinera to make significant investments before it knows if corresponding revenue will be recognized. Lead times vary significantly for materials and components, including ASICs, that Infinera needs to order for the manufacture of its products and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. In the past, Infinera has experienced lengthened lead times for certain components, which makes forecasting more challenging. It may be required to purchase increased levels of such components to satisfy its delivery commitments to its customers as a result of longer lead times for components. In addition, Infinera must manage its inventory to ensure it continues to meet its commitments as it introduces new products or make enhancements to its existing products.

If Infinera overestimates market demand for its products, including as a result of customers changing the timing or volume of their purchases in response to the evolving supply chain environment or broader macroeconomic conditions, and, as a result, increase its inventory in anticipation of customer orders that do not materialize, Infinera will have excess inventory. This could result in increased risk of obsolescence and significant inventory write-downs. If Infinera underestimates demand for its products, it will have inadequate inventory, which could slow down or interrupt the manufacturing of its products, cause delays in shipments and its ability to recognize revenue, and result in potential loss of customers or orders to competitors. In addition, Infinera may be unable to meet its supply commitments to customers, which could result in a loss of certain customer opportunities or a breach of its customer agreements.

Actions that Infinera may in the future take to restructure or streamline its business to cut costs and align its operating structure with current or future opportunities may not be as effective as anticipated and may have negative consequences.

Infinera has incurred, and may in the future incur, substantial costs in connection with restructuring plans. Although such restructuring initiatives may be taken to improve its operating efficiency and to reallocate resources to align more closely with its evolving business model and current and future opportunities, they may not result in the benefits it anticipates. Infinera incurs substantial costs to implement restructuring plans, and its restructuring activities, if any, may subject Infinera to reputational and litigation risks. Its past restructuring plans do not provide any assurance that it will realize anticipated cost savings or other benefits from any restructuring plans it may implement. In addition, restructuring plans may have other consequences, such as attrition beyond any planned reductions in workforce or a negative effect on employee morale and productivity or its ability to attract highly skilled employees. Restructuring presents other potential significant risks such as the actual or perceived disruption of service or reduction in service standards to customers, loss of sales, the failure to preserve supplier relationships and diversion of management attention. In addition, as a result of any restructuring actions Infinera may take, its ability to execute on product development, address key market opportunities or meet customer demand could be materially and adversely affected. Further, any anticipated benefits from any restructuring initiatives Infinera may take may be realized later than expected or not at all, and the ongoing costs of implementing these measures, if any, may be greater than anticipated. As a result, current or future restructuring plans may affect its revenue and other operating results.

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Infinera’s large customers have substantial negotiating leverage, which may cause it to agree to terms and conditions that result in lower average selling prices and potentially increased cost of sales leading to lower gross margin, each of which would harm its results of operations.

Many of Infinera’s customers are large service providers and internet content providers that have substantial purchasing power and leverage in negotiating contractual arrangements with Infinera. In addition, customer consolidation in the past few years has created combined companies that are even larger and have greater negotiating leverage. Its customers have sought and may continue to seek advantageous pricing, payment and other commercial terms. This may further impact Infinera’s profitability if it is unable to recover through price increases passed along to these customers additional costs it has incurred from inflationary pressures to the supply chain or shipping and freight. Infinera has also occasionally agreed and may continue to agree to unfavorable commercial terms with these customers, including the potential of reducing the average selling price of its products, increasing cost of sales or agreeing to extended payment terms in response to these commercial requirements or competitive pricing pressures. Continued inflation could decrease the profitability of customer contracts, particularly those with extended payment terms, that are not indexed to inflation. If Infinera is compelled to agree to disadvantageous terms and conditions, unable to comply with such terms and conditions, or unable to adapt its business model and operations to such terms and conditions, then its operating results will be negatively impacted.

Infinera’s sales cycle can be long and unpredictable, which could result in an unexpected revenue shortfall in any given quarter.

Infinera’s products can have a lengthy sales cycle, which can extend from six to twelve months and may take even longer for larger prospective customers. Its prospective customers conduct significant evaluation, testing, implementation and acceptance procedures before they purchase its products. Infinera incurs substantial sales and marketing expenses and expend significant management effort during this time, regardless of whether it makes a sale. Supply chain disruptions have also at times lengthened, and may in the future lengthen, Infinera’s sales cycle due to delays in the customer certification process for its products.

Because its sales cycle is long, Infinera is likely to recognize higher inflation-related costs before recognizing the benefits of any price increases that it implements for its products. Moreover, the costs associated with its sales cycle may increase faster than its ability to increase prices. In addition, changes in regulatory requirements or uncertainty associated with the regulatory environment could delay or impede investment in network infrastructures and adversely affect Infinera’s business, financial condition and results of operations.

Because the purchase of Infinera’s equipment involves substantial cost, most of its customers wait to purchase its equipment until they are ready to deploy it in their network. As a result, it is difficult for Infinera to accurately predict the timing of future purchases by its customers. In addition, product purchases are often subject to budget constraints, multiple approvals and unplanned administrative processing and other delays, including the need for the customer to obtain external financing. If sales expected from customers for a particular quarter are not realized in that quarter or at all, Infinera’s revenue will be negatively impacted.

The effects of public health emergencies could have a material adverse effect on Infinera’s business, manufacturing operations and results of operations.

The impact of public health emergencies on Infinera’s business and results of operations in the future remains uncertain and is dependent in part on infection, morbidity and disability rates, the emergence of new viruses, the continued effectiveness and availability of vaccinations, and broader global

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macroeconomic developments. During the COVID-19 pandemic, Infinera at times temporarily closed or substantially limited the presence of personnel in some of its offices, implemented travel restrictions and modified its participation in various industry events. The COVID-19 pandemic also at times contributed to delays in certain operational processes, and it led to disruption and delays in Infinera’s global supply chain and manufacturing operations, logistics operations and customer support operations, including shipping delays, higher transport costs, and certain limitations on Infinera’s ability to access customer fulfillment and service sites. It also led to capacity issues, longer lead times, increased costs and shortages with certain component suppliers, including for semiconductors, impacting Infinera’s operational processes and results of operations. If Infinera experiences pronounced disruptions in its operations or in its ability to service its customers, including due to impacts from public health emergencies, or if Infinera faces continued supply chain disruption or curtailed customer demand, these factors may materially adversely impact its business and results of operations. Infinera could also face negative impacts on its liquidity and capital resources in the future due to the effects of public health emergencies, and their impacts on Infinera’s customers, suppliers, third-party service providers and capital markets.

Any acquisitions or strategic transactions that Infinera undertakes could disrupt its business and harm its financial condition and results of operations.

Infinera has made strategic acquisitions of businesses, technologies and other assets in the past, including most recently Infinera’s acquisition of Telecom Holding Parent LLC. It may engage in acquisitions, divestitures or other strategic transactions in the future. In order to undertake certain of these transactions, Infinera may use cash, issue equity that could dilute its current stockholders, or incur debt or assume indebtedness. If Infinera is unable to achieve the anticipated efficiencies and strategic benefits of such transactions, it could adversely affect its business, financial condition and results of operations. In addition, the market price of Infinera Common Stock could be adversely affected if investors and securities analysts react unfavorably to a strategic transaction or if the integration or the anticipated financial and strategic benefits of such transactions are not realized as rapidly as or to the extent anticipated by investors and securities analysts.

Acquisitions, divestitures or other strategic transactions can also result in adverse tax consequences, warranty or product liability exposure related to acquired assets, additional stock-based compensation expense, and write-up of acquired inventory to fair value. Divestitures can also result in contractual, employment or intellectual property liability related to divested assets. In addition, Infinera may record goodwill and other purchased intangible assets in connection with an acquisition and incur impairment charges in the future. If its actual results, or the plans and estimates used in future impairment analyses, are less favorable than the original estimates used to assess the recoverability of these assets, Infinera could incur additional impairment charges.

Acquisitions, divestitures or other strategic transactions also involve numerous risks that could disrupt Infinera’s ongoing business and distract its management team, including:

Infinera’s failure to adequately manage the risks associated with an acquisition, divestment or strategic transaction could have an adverse effect on its business, financial condition and results of operations.

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Risks Relating to Financial and Macroeconomic Factors Affecting Infinera

Infinera may be unable to generate the cash flow necessary to make anticipated capital expenditures, service its debt or grow its business.

Infinera may not be able to generate sufficient cash flow from operations to make anticipated capital expenditures, service its debt or grow its business. Infinera’s ability to pay its expenses, service its debt and fund planned capital expenditures will depend on its future performance, which will be affected by general economic, competitive, legislative, political, regulatory and other factors beyond Infinera’s control, and Infinera’s ability to continue to realize synergies and anticipated cost savings. If Infinera is unable to generate sufficient cash flow from operations to service its debt or to make anticipated capital expenditures, Infinera may be required to sell assets, reduce capital expenditures, borrow additional funds or evaluate alternatives for efficiently funding its capital expenditures and ongoing operations, including the issuance of equity, equity-linked and debt securities.

Unfavorable macroeconomic and market conditions may adversely affect Infinera’s industry, business and financial results.

In the past, unfavorable macroeconomic and market conditions, including recessionary environments, have resulted in sustained periods of decreased demand for optical communications products and slowdowns in the telecommunications industry in which Infinera operates. Such slowdowns may result in:

High inflation, high interest rates, the recent collapse of several financial institutions, and other signs of economic disruption or recession, have also contributed to adverse global macroeconomic conditions. These conditions may also result in the tightening of credit markets, which could limit or delay Infinera’s customers’ ability to obtain necessary financing for their purchases of Infinera’s products.

Infinera’s customers may delay or cancel their purchases or increase the time they take to pay or default on their payment obligations due to a lack of liquidity in the capital markets, the continued uncertainty in the global economic environment or inflationary concerns, which could result in a higher level of bad debt expense and would negatively affect Infinera’s business and operating results. In addition, currency fluctuations could negatively affect Infinera’s international customers’ ability or desire to purchase Infinera’s products.

A lack of liquidity and economic uncertainty may also adversely affect Infinera’s suppliers or the terms on which Infinera purchases products from these suppliers. These impacts could limit Infinera’s ability

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to obtain components for its products from these suppliers and could adversely impact Infinera’s supply chain or the delivery schedule to its customers. Suppliers could also require Infinera to purchase more expensive components, or re-design its products, which could cause increases in the cost of Infinera’s products and delays in the manufacturing and delivery of Infinera’s products. Such events could harm Infinera’s gross margin and harm Infinera’s reputation and its customer relationships, either of which could harm its business and operating results.

Inflation may adversely affect Infinera by increasing costs beyond what Infinera can recover through price increases.

Inflation, which has continued in the U.S. and globally, can adversely affect Infinera by increasing the costs of labor, supplies and other costs of doing business, and price increases within Infinera’s supply chain have negatively affected its gross margin. In an inflationary environment, Infinera’s ability to raise prices or add additional cost-recovery surcharges of a magnitude sufficient to match the rate of inflation, on a timely basis, may be constrained by customer resistance and competitive concerns, as well as industry-specific and other economic conditions, which would reduce Infinera’s profit margins. Moreover, even if Infinera seeks to implement price increases in response to inflationary pressures, because of Infinera’s long sales cycle, Infinera may recognize increased costs as a result of inflation before Infinera is able to recognize the benefits of any such price increases. Infinera has experienced increases in the prices of labor, supplies and other costs of doing business and continued inflationary pressures could continue to adversely impact its profitability.

If Infinera needs additional capital in the future, it may not be available to Infinera on favorable terms, or at all.

Infinera’s business requires significant capital. Infinera has historically relied on outside debt or equity financing as well as cash flow from operations to fund its operations, capital expenditures and expansion. For example, in September 2018, Infinera issued its 2024 Notes to pay the cost of the Capped Calls, to fund the cash portion of the purchase price of the Acquisition, and for general corporate purposes. In August 2019 and as amended thereafter, Infinera entered into the Prior Credit Agreement to provide additional working capital flexibility to manage its business. In addition, in March 2020, Infinera issued its 2027 Notes to raise additional funds for general corporate purposes, including working capital to fund growth and potential strategic projects. On August 12, 2020, Infinera entered into an Open Market Sales Agreement with Jefferies LLC (“Jefferies”) under which Infinera issued and sold through Jefferies, acting as agent or principal, shares of Infinera Common Stock having an aggregate offering price of $96.3 million, to raise funds for general corporate purposes, including working capital and capital expenditures. In June 2022, Infinera terminated the Prior Credit Agreement and entered into the Loan Agreement to repay existing debt (including amounts outstanding under the Prior Credit Agreement) and for working capital and general corporate purposes, including to fund growth. In August 2022, Infinera issued its Existing 2028 Notes to repurchase a portion of the 2024 Notes, for general corporate purposes, including working capital and to fund growth and potential strategic projects. In June 2023, Infinera issued the Additional 2028 Notes to repurchase a portion of the 2024 Notes, for general corporate purposes, including working capital and to fund growth and potential strategic projects.

Infinera may require additional capital from equity or equity-linked financing, debt financing or other financings in the future to fund its operations, respond to competitive pressures or strategic opportunities or to refinance its existing debt obligations. In the event that Infinera requires additional capital, Infinera may not be able to secure timely additional financing, or restructure existing debt, on favorable terms, or at all, and may be affected by the impacts on capital markets of global economic uncertainty, uncertainty in the financial and banking industry and inflationary pressures. The terms of any additional financings or restructurings may place limits on Infinera’s financial and operating

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flexibility and Infinera may not be able to obtain terms as favorable as the terms of its existing debt, including any debt being refinanced. If Infinera raises additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, Infinera’s existing stockholders could suffer dilution in their percentage ownership of Infinera, and any new securities Infinera issues could have rights, preferences and privileges senior to those of holders of Infinera Common Stock. If Infinera is unable to obtain adequate financing or financing on terms satisfactory to Infinera, if and when Infinera requires it, Infinera’s ability to grow or support its business and to respond to business challenges could be limited and Infinera’s business will be harmed.

Infinera’s Loan Agreement and any other debt agreements into which Infinera may enter in the future may restrict its operations, particularly its ability to respond to changes or to take certain actions regarding its business.

Infinera’s Loan Agreement contains a number of restrictive covenants that impose operating and financial restrictions on Infinera and limit its ability to engage in acts that may be in Infinera’s long-term interest, including restrictions on Infinera’s ability to incur debt, create liens and encumbrances, engage in certain fundamental changes, dispose of assets, prepay certain indebtedness, make restricted payments, make investments, and engage in transactions with affiliates, in each case subject to limitations and exceptions set forth in the Loan Agreement. The Loan Agreement also contains a financial covenant that requires Infinera to maintain a minimum fixed charge coverage ratio.

The Loan Agreement also contains customary events of default, such as the failure to pay obligations when due, a material breach of representations and warranties or covenants, the entry of material judgments against certain of Infinera’s subsidiaries, the initiation of bankruptcy or insolvency proceedings of certain of Infinera’s subsidiaries, defaults on certain other indebtedness, a change of control, the failure of the guaranty of certain of Infinera’s subsidiaries to be in effect or the failure of the security documents to create valid and perfected liens or the loan documents to be valid and enforceable, which could have a material adverse effect on Infinera’s business, operations, and financial results. Upon an event of default, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstanding and foreclose on collateral, which could force Infinera into bankruptcy or liquidation. In the event that Infinera’s lenders accelerated the repayment of the borrowings, Infinera may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under the Loan Agreement would likely have a material adverse effect on Infinera and may constitute a default under Infinera’s convertible debt securities. As a result of these restrictions, Infinera may be limited in how it conduct business, unable to raise additional debt or equity financing to operate during general economic or business downturns, or unable to compete effectively or to take advantage of new business opportunities.

In addition, Infinera may enter into other credit agreements or other debt arrangements from time to time which contain similar or more extensive restrictive covenants and events of default, in which case Infinera may face similar or additional limitations as a result of the terms of those credit agreements or other debt arrangements.

Infinera’s debt obligations may adversely affect its ability to raise additional capital and strain cash flow, particularly if Infinera elects to settle these obligations in cash upon conversion or upon maturity or required repurchase.

As of     2024, the outstanding aggregate principal amount of the 2024 Notes, the 2027 Notes and the 2028 Notes was $    million, $    million and $    million, respectively. The degree to which Infinera is leveraged could have important consequences, including, but not limited to, the following:

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Infinera’s ability to meet its payment obligations under its debt instruments, including the convertible senior notes, depends on its future cash flow performance. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other factors that may be beyond Infinera’s control. There can be no assurance that Infinera’s business will generate positive cash flow from operations, or that additional capital will be available to Infinera, in an amount sufficient to enable Infinera to meet its debt payment obligations and to fund other liquidity needs. If Infinera is unable to generate sufficient cash flow to service its debt obligations, Infinera may need to refinance or restructure its debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If Infinera is unable to implement one or more of these alternatives, Infinera may be unable to meet its debt payment obligations. As a result, Infinera may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions.

Infinera’s international sales and operations subject Infinera to additional risks that may harm its operating results.

Sales of Infinera’s products into international markets continue to be an important part of its business. During 2023, 2022 and 2021, Infinera derived approximately 38 percent, 45 percent and 53 percent, respectively, of its revenue from end-customers outside of the U.S. Infinera expects that significant management attention and financial resources will be required for its international activities over the foreseeable future as Infinera continues to operate in international markets. In some countries, Infinera’s success in selling its products and growing revenue will depend in part on its ability to form relationships with local partners. Infinera’s inability to identify appropriate partners or reach mutually satisfactory arrangements for international sales of Infinera’s products could impact its ability to maintain or increase international market demand for its products. In addition, many of the companies Infinera competes against internationally have greater name recognition and a more substantial sales and marketing presence.

Infinera has sales and support personnel in the Americas, Europe, the Middle East and Africa (with offices in the Middle East) and Asia Pacific (including China). In addition, Infinera has established development centers in Canada, China, Finland, Germany, India, Portugal and Sweden. There is no assurance that Infinera’s reliance upon development resources in international locations will enable Infinera to achieve meaningful cost reductions or greater resource efficiency. Infinera is also aggressively pursuing opportunities with customers in additional geographies, including Europe, the Middle East and Africa, Asia Pacific and Latin America. Infinera’s efforts to increase Infinera’s sales and capture market share in international markets may ultimately be unsuccessful and may limit Infinera’s growth and adversely impact its business, financial condition and results of operations.

New or continuing disruptions of the global supply chain or the manufacture of Infinera’s customers’ components caused by events outside of Infinera’s control could impact its results of operations by impairing Infinera’s ability to timely and efficiently deliver its products or provide installation and maintenance services to its customers.

In addition, Infinera’s operations in Russia have been impacted by sanctions and other trade controls imposed by the U.S. and other governments in response to Russia’s military operations in Ukraine which started in February 2022. The imposition of these sanctions and controls have prevented Infinera from performing existing contracts. For the quarter ended June 29, 2024, less than 1 percent

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of Infinera’s revenue was derived from customers in Russia. A de minimis percentage of Infinera’s revenue is derived from Russian customers including channel partners and customers in other countries whose contracts with Infinera may involve Russian entities.

The ongoing armed conflict between Israel and Hamas in the Gaza Strip may also broaden into a regional conflict that could impact Infinera’s ability to maintain and expand its customer base in the Middle East.

Infinera’s international operations are subject to inherent risks, and Infinera’s future results could be adversely affected by a variety of factors, many of which are outside of Infinera’s control, including:

The concentration of the storage and distribution of Infinera’s inventory primarily in one location in southeastern Asia also increases the risks of Infinera’s global operations. As a result, Infinera’s operations are susceptible to local and regional risks there, including accidents, system failures and weather conditions, natural disasters (including floods and earthquakes and related fires), acts of war and other unforeseen events and circumstances. Any significant interruption in the operations or availability of the storage and distribution facilities in which Infinera’s inventory is held could lead to logistical and fulfillment issues or increased costs, which could have a material adverse effect on Infinera’s results of operations, financial condition and cash flows.

International customers may also require that Infinera comply with certain testing or customization of its products to conform to local standards. The product development costs to test or customize Infinera’s products could be extensive and a material expense for Infinera.

Infinera’s international operations are also subject to increasingly complex foreign and U.S. laws and regulations, including, but not limited to, anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the United Kingdom Bribery Act 2010, as

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amended (the “UK Bribery Act”), antitrust or competition laws, anti-money laundering laws, various trade controls, national security related regulations, and data privacy laws, among others. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against Infinera, Infinera’s officers, or its employees, prohibitions on the conduct of Infinera’s business and on its ability to offer its products and services in one or more countries, and could also materially affect Infinera’s reputation, its international expansion efforts, its ability to attract and retain employees, its business, and its operating results. Although Infinera has implemented policies, procedures and training designed to ensure compliance with these laws and regulations, there can be no complete assurance that any individual employee, contractor or agent will not violate Infinera’s policies. Additionally, the costs of complying with these laws (including the costs of investigations, auditing and monitoring) could also adversely affect Infinera’s current or future business.

As Infinera continues to expand its business globally, Infinera’s success will depend, in large part, on its ability to effectively anticipate and manage these and other risks and expenses associated with Infinera’s international operations. Infinera’s failure to manage any of these risks successfully could harm its international operations and reduce its international sales, adversely affecting Infinera’s business, financial condition and results of operations.

Infinera may be adversely affected by fluctuations in currency exchange rates.

A portion of Infinera’s sales and expenses stem from countries outside of the U.S., and are in currencies other than U.S. dollars, and therefore subject to foreign currency fluctuation. Accordingly, fluctuations in foreign currency rates could have a material impact on Infinera’s financial results in future periods. Infinera has from time to time entered into foreign currency exchange forward contracts to reduce the impact of foreign currency fluctuations on certain non-functional currency account balances. Even if Infinera has forward contracts in place, while they may reduce some of the impact of currency exchange rate movements on certain transactions, they would not cover all foreign-denominated transactions and therefore may not entirely eliminate the impact of fluctuations in exchange rates on Infinera’s results of operations and financial condition.

Infinera’s effective tax rate may increase or fluctuate, which could increase Infinera’s income tax expense and reduce Infinera’s net income.

Infinera’s effective tax rate can be adversely affected by several factors, many of which are outside of Infinera’s control, including:

In August 2022, the U.S. enacted the Inflation Reduction Act, which, among other changes, implements a 1 percent excise tax on certain stock buybacks, that applies to repurchases of stock by U.S. corporations, and which could include certain transactions that Infinera may undertake with respect to its Capped Calls.

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Many countries and organizations, such as the Organization for Economic Cooperation and Development, are actively considering changes to existing tax laws or have proposed or enacted new laws, including an agreement to implement a 15 percent global minimum corporate tax, that could increase Infinera’s tax obligations in countries where Infinera does business or cause Infinera to change the way it operates its business. While it is uncertain if the U.S. will adopt the minimum tax directive, several countries in which Infinera operates have adopted the minimum tax directive, and other countries are in the process of introducing legislation to implement the minimum tax directive. Although Infinera’s currently does not anticipate any materially adverse impacts on Infinera’s business or results of operations, Infinera cannot provide any assurances that these provisions will not have a materially adverse impact on Infinera’s effective tax rate in the future years. Infinera continues monitoring developments and evaluating the impacts these new rules may have on its tax rate. Any additional changes in U.S. federal or state or international tax laws or tax rulings could adversely affect Infinera’s effective tax rate and Infinera’s results of operations.

Beginning January 1, 2022, the Jobs Act eliminated the right to deduct research and development expenditures for tax purposes in the period the expenses were incurred and instead requires all U.S. and foreign research and development expenditures to be amortized over five and 15 tax years, respectively. This provision may materially increase Infinera’s effective tax rate and reduce Infinera’s operating cash flows over time as Infinera continues to utilize available net operating losses and tax credits. Infinera continues to monitor and record the impact while waiting for final guidance from the IRS.

Infinera may issue additional shares of Infinera Common Stock in connection with conversions of the 2024 Notes, the 2027 Notes or the 2028 Notes, and thereby dilute its existing stockholders and potentially adversely affect the market price of Infinera Common Stock.

In the event that some or all of each series of convertible senior notes are converted and Infinera elects to deliver shares of common stock to the extent permitted, the ownership interests of existing stockholders will be diluted, and any sales in the public market of any shares of Infinera Common Stock issuable upon such conversion could adversely affect the prevailing market price of Infinera Common Stock. In addition, the anticipated conversion of any series of convertible senior notes Infinera has issued could depress the market price of Infinera Common Stock.

The fundamental change provisions of the 2024 Notes, the 2027 Notes and the 2028 Notes may delay or prevent an otherwise beneficial takeover attempt of Infinera.

If a fundamental change (as defined in the applicable indenture governing Infinera’s convertible senior notes), such as an acquisition of Infinera, occurs prior to the maturity of the 2024 Notes, the 2027 Notes or the 2028 Notes, as applicable, holders of the applicable series of convertible senior notes will have the right, at their option, to require Infinera to repurchase all or a portion of their convertible senior notes of such series. In addition, if such fundamental change also constitutes a make-whole fundamental change, the conversion rate for the applicable series of convertible senior notes may be increased upon conversion of the such series of convertible senior notes in connection with such make-whole fundamental change. Any increase in the conversion rate will be determined based on the date on which the make-whole fundamental change occurs or becomes effective and the price paid (or deemed paid) per share of Infinera Common Stock in such transaction. Any such increase will be dilutive to Infinera’s existing stockholders. Infinera’s obligation to repurchase any series of convertible senior notes or increase the conversion rate upon the occurrence of a make-whole fundamental change may, in certain circumstances, delay or prevent a takeover of Infinera that might otherwise be beneficial to Infinera’s stockholders.

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The Capped Calls may affect the value of the 2024 Notes and Infinera Common Stock.

In connection with the issuance of the 2024 Notes, Infinera entered into the Capped Calls with certain financial institutions who are the option counterparties. The Capped Calls are expected generally to reduce or offset the potential dilution upon conversion of the 2024 Notes or offset any cash payments Infinera is required to make in excess of the principal amount of converted 2024 Notes, as the case may be, with such reduction or offset subject to a cap.

From time to time, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Infinera Common Stock or purchasing or selling Infinera Common Stock or other securities of Infinera in secondary market transactions prior to the maturity of the 2024 Notes. This activity could also cause an increase or a decrease in the market price of Infinera Common Stock.

Infinera is subject to counterparty risk with respect to the Capped Calls.

The option counterparties to the Capped Calls are financial institutions, and Infinera will be subject to the risk that any or all of them might default under the Capped Calls. Infinera’s exposure to the credit risk of the counterparties will not be secured by any collateral. Past global economic conditions have resulted in the actual or perceived failure or financial difficulties of many financial institutions. If an option counterparty becomes subject to insolvency proceedings, Infinera’s will become an unsecured creditor in those proceedings with a claim equal to Infinera’s exposure at the time under the Capped Calls with such option counterparty. Infinera’s exposure will depend on many factors but, generally, an increase in Infinera’s exposure will be correlated to an increase in the market price and in the volatility of Infinera Common Stock. In addition, upon a default by an option counterparty, Infinera may suffer adverse tax consequences and more dilution than Infinera currently anticipates with respect to Infinera Common Stock. Infinera can provide no assurance as to the financial stability or viability of the option counterparties.

Risks Relating to Legal and Regulatory Factors Affecting Infinera

If Infinera fails to protect its intellectual property rights, Infinera’s competitive position could be harmed, or Infinera could incur significant expense to enforce its rights.

Infinera depends on its ability to protect its proprietary technology. Infinera relies on a combination of methods to protect its intellectual property, including limiting access to certain information, and utilizing trade secret, patent, copyright and trademark laws and confidentiality agreements with employees and third parties, all of which offer only limited protection. The steps Infinera has taken to protect its proprietary rights may be inadequate to preclude misappropriation or unauthorized disclosure of Infinera’s proprietary information or infringement of its intellectual property rights, and Infinera’s ability to police such misappropriation, unauthorized disclosure or infringement is uncertain, particularly in countries outside of the U.S. This is likely to become an increasingly important issue as Infinera expands its operations, product offerings and product development into countries that provide a lower level of intellectual property protection. Infinera does not know whether any of its pending patent applications will result in the issuance of patents or whether the examination process will require Infinera to narrow its claims, and even if patents are issued, they may be contested, circumvented or invalidated. Moreover, the rights granted under any issued patents may not provide Infinera with a competitive advantage, and, as with any technology, competitors may be able to develop similar or superior technologies to its own now or in the future.

Protecting against the unauthorized use of Infinera’s products, trademarks and other proprietary rights is expensive, difficult, time consuming and, in some cases, impossible. Litigation may be necessary in the future to enforce or defend Infinera’s intellectual property rights, to protect its trade secrets or to

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determine the validity or scope of the proprietary rights of others. Such litigation could result in substantial cost and diversion of management resources, either of which could harm Infinera’s business, financial condition and results of operations. Furthermore, many of Infinera’s current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than Infinera does. Accordingly, despite Infinera’s efforts, Infinera may not be able to prevent third parties from infringing upon or misappropriating its intellectual property.

Claims by others that Infinera infringes on their intellectual property rights could harm Infinera’s business.

Infinera’s industry is characterized by the existence of a large number of patents and frequent claims and related litigation regarding patent and other intellectual property rights. In particular, many leading companies in the optical transport networking industry, including Infinera’s competitors, have extensive patent portfolios with respect to optical transport networking technology. In addition, non-practicing patent holding companies seek to monetize patents they have purchased or otherwise obtained. Infinera expects that infringement claims may increase as the number of products and competitors in Infinera’s market increases and overlaps in technology implementation occur. From time to time, third parties may assert exclusive patent, copyright, trademark and other intellectual property rights to technologies and related standards that are important to Infinera’s business or seek to invalidate the proprietary rights that Infinera holds. Competitors or other third parties have asserted, and may continue to assert, claims or initiate litigation or other proceedings against Infinera or its manufacturers, suppliers or customers alleging infringement of their proprietary rights, or seeking to invalidate Infinera’s proprietary rights, with respect to Infinera’s products and technology. In addition, in the past Infinera has had certain patent licenses with third parties that have not been renewed, and if Infinera cannot successfully renew these licenses, Infinera could face claims of infringement. In the event that Infinera is unsuccessful in defending against any such claims, or any resulting lawsuits or proceedings, Infinera could incur liability for damages or have valuable proprietary rights invalidated.

Any claim of infringement from a third party, even one without merit, could cause Infinera to incur substantial costs defending against the claim, and could distract Infinera’s management from running its business. Furthermore, a party making such a claim, if successful, could secure a judgment that requires Infinera to pay substantial damages or could include an injunction or other court order that could prevent Infinera from offering its products. In addition, Infinera might be required to seek a license for the use of such intellectual property, which may not be available on commercially reasonable terms or at all. Alternatively, Infinera may be required to develop non-infringing technology, which would require significant effort and expense and may ultimately not be successful. Any of these events could harm Infinera’s business, financial condition and results of operations.

Competitors and other third parties have and may continue to assert infringement claims against Infinera’s customers and sales partners. Any of these claims may require Infinera to initiate or defend potentially protracted and costly litigation on their behalf, regardless of the merits of these claims, because Infinera generally indemnifies its customers and sales partners from claims of infringement of proprietary rights of third parties. If any of these claims succeed, Infinera may be forced to pay damages on behalf of its customers or sales partners, which could have an adverse effect on Infinera’s business, financial condition and results of operations.

Infinera also incorporates free and open source licensed software into its products. Although Infinera monitors its use of such open source software closely, the terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on Infinera’s ability to commercialize Infinera’s products. In addition, non-compliance with open source software license terms and conditions could subject Infinera to potential liability, including intellectual property infringement or

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contract claims. In such events, Infinera may be required to seek licenses from third parties in order to continue offering its products, to re-engineer its products or to discontinue the sale of its products in the event re-engineering cannot be accomplished in a timely manner, any of which could adversely affect Infinera’s business, financial condition and results of operations.

Security incidents, such as data breaches and cyber-attacks, could compromise Infinera’s intellectual property and proprietary or confidential information and cause significant damage to Infinera’s business and reputation.

In the ordinary course of Infinera’s business, Infinera maintains sensitive data on its networks and systems, including data related to its intellectual property and data related to its business, customers and business partners, which may be considered proprietary or confidential information. This sensitive data includes certain personal information and other data relating to Infinera’s employees and others. Infinera also utilizes third-party service providers to host, transmit, or otherwise process data in connection with Infinera’s business activities, including Infinera’s supply chain processes, operations, and communications. Companies, especially in the technology industry, have been increasingly subject to a wide variety of security incidents, cyber-attacks, malicious activity, including ransomware, malware and viruses, and other attempts to gain unauthorized access and disrupt systems and the confidentiality, security, and integrity of information, and Infinera and its third-party service providers and suppliers have faced and may continue to face security threats and attacks from a variety of sources. Geopolitical tensions or conflicts have in the past led to, and may in the future lead to, increased risk of cybersecurity attacks. Moreover, advancements in technology, such as artificial intelligence and machine learning, are changing and may continue to change the way companies are subjected to attempts to gain unauthorized access and disrupt systems, thereby increasing the risks of security threats and attacks. In accordance with Infinera’s flexible approach to work arrangements, many of Infinera’s employees are also working from home and accessing Infinera’s corporate network via remote devices, which may be less secure than those used in Infinera’s offices and thus could increase the potential for such events to occur.

While the secure maintenance of this information and the security of the systems used in Infinera’s business are critical to its business and reputation, Infinera’s network and storage applications, and those systems and other business applications maintained by its third-party providers, may be subject to unauthorized access by hackers or breached or otherwise compromised due to operator error, malfeasance or other system disruptions. It may be difficult to anticipate or immediately detect such security incidents or breaches and to prevent or mitigate damage caused as a result. Accordingly, a data breach, security incident, cyber-attack, attack using ransomware or other malware, or any other unauthorized access to systems used in Infinera’s business or unauthorized acquisition, disclosure, or other processing of Infinera’s information or other information that Infinera or its third-party vendors maintain or otherwise process could compromise Infinera’s intellectual property, disrupt Infinera’s operations, or result in loss of or unauthorized access to or acquisition, disclosure, modification, misuse, corruption, unavailability, or destruction of proprietary or confidential information. While Infinera works to safeguard its internal networks and systems and validate the security of its third-party suppliers and providers to mitigate these potential risks, including through information security policies and employee awareness and training, there is no assurance that such actions will be sufficient to prevent cyber-attacks or security breaches or incidents, and Infinera cannot guarantee that its systems and networks or its third-party service providers’ systems and networks have not been breached or that they or any components of Infinera’s supply chain do not contain exploitable defects or bugs, including defects or bugs that could result in a breach of or disruption to Infinera’s systems and networks or the systems and networks of third parties that support Infinera’s operations. Infinera and third-party service providers also may face difficulties or delays in identifying or responding to security breaches and other security-related incidents. Infinera has been subjected in the past to a range of immaterial incidents resulting from, for example, phishing, emails purporting to come from an executive or vendor seeking

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payment requests, malware and communications from look-alike corporate domains. While they have not had a material effect on Infinera’s business or its network security to date, security breaches or incidents involving access to or improper use of Infinera’s systems, networks or products, or those of third-party service providers, could compromise confidential or otherwise protected information, result in unauthorized acquisition, disclosure, modification, misuse, corruption, unavailability, or destruction of data, cause payments to be diverted to fraudulent accounts, or otherwise disrupt Infinera’s operations. Security breaches or incidents, or any reports or perceptions that they have occurred, could cause Infinera to incur significant costs and expenses to remediate and otherwise respond to any actual or suspected breach or incident, subject Infinera to regulatory actions and investigations, disrupt key business operations, result in claims, demands, and liability, and divert attention of management and key information technology resources, any of which could cause significant harm to Infinera’s business and reputation. Even the perception of inadequate security may damage Infinera’s reputation and negatively impact its business. Further, Infinera could be required to expend significant capital and other resources to address any security incident or breach and to attempt to prevent future security incidents and breaches.

Although Infinera maintains insurance coverage that may cover certain liabilities in connection with some security breaches and other security incidents, Infinera cannot be certain its insurance coverage will be adequate for liabilities actually incurred, including any consequential damages that may arise from such security incidents, that insurance will continue to be available to Infinera on commercially reasonable terms (if at all) or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against Infinera that exceed available insurance coverage, the occurrence of changes in Infinera’s insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, or denials of coverage could have a material adverse effect on Infinera’s business, including its financial condition, results of operations and reputation.

Infinera has identified material weaknesses in its internal control over financial reporting. If Infinera is unable to remediate the identified material weaknesses, or if Infinera experiences additional material weaknesses or deficiencies in the future or if Infinera otherwise fails to maintain an effective system of internal controls, Infinera’s ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

Infinera is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”) and the rules and regulations of Nasdaq. Infinera expects that the requirements of these rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on Infinera’s personnel, systems and resources. The Sarbanes-Oxley Act requires, among other things, that Infinera maintains effective disclosure controls and procedures and internal control over financial reporting. Infinera continues to develop and refine its disclosure controls, internal control over financial reporting and other procedures that are designed to ensure that information required to be disclosed by Infinera in the reports that Infinera will file with the SEC, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to Infinera’s principal executive and financial officers.

Infinera identified control deficiencies within the revenue portion of its quote to cash cycle (revenue cycle) and inventory cycle, and with respect to these, Infinera’s internal resources, expertise and policies required to maintain an effective control environment, that, individually or in the aggregate, constitute material weaknesses in Infinera’s internal control over financial reporting, resulting in the determination that Infinera’s disclosure controls and procedures were not effective as of June 29, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

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reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. In particular, Infinera determined that: (1) within the revenue cycle, controls over the annual establishment of the stand-alone selling prices (“SSPs”) for Infinera’s performance obligations were not designed to include an adequate review and evaluation of whether the methodology used to develop and establish SSPs, including related financial statement disclosures, was in conformity with ASC 606, Revenue from Contracts with Customers; (2) within the inventory cycle, controls over judgements used in the estimation of reserves for excess and obsolete inventory were not designed and operating effectively to support such judgements; (3) controls over the application of Infinera’s policy for capitalizing variances from standard costs as part of the cost of inventory, did not operate effectively; and (4) as related to Infinera’s revenue and inventory cycles, certain key controls were not sufficiently designed to assess the completeness and accuracy of Information Produced by the Entity (“IPE”). These material weaknesses indicate that Infinera had insufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with the complexity of Infinera’s business and its financial accounting and reporting requirements, which impacted Infinera’s ability to adequately design, implement and monitor financial reporting controls related to Infinera’s revenue cycle and inventory cycle that identify and mitigate risks of material misstatements in its financial statements.

In response to the identified material weaknesses, management has implemented or plans to implement remediation measures. While management believes these remediation measures will remediate the identified material weaknesses and strengthen Infinera’s overall internal control over financial reporting, the identified material weaknesses will not be considered remediated until the applicable remediated controls operate for a sufficient period of time and management and Infinera’s external auditors have concluded, through testing, that these controls are operating effectively. As management continues to evaluate and work to enhance Infinera’s internal control over financial reporting, management may take additional measures to address control deficiencies or Infinera may modify some of the remediation measures. Despite these efforts, Infinera may nevertheless be unsuccessful in remediating the identified material weaknesses. Further, additional weaknesses in Infinera’s internal control over financial reporting or disclosure controls and procedures may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm Infinera’s operating results or cause Infinera to fail to meet its reporting obligations and may result in a restatement of Infinera’s financial statements for prior periods. For example, Infinera was unable to file its Quarterly Report on Form 10-Q for the period ended March 30, 2024 by the initial deadline of May 9, 2024, due to the reasons described in the Notification of Late Filing on Form 12b-25, filed with the SEC on May 10, 2024. Infinera’s failure to file periodic and certain current reports with the SEC in a timely manner could impact its operations. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of Infinera’s internal control over financial reporting that Infinera is required to include in its periodic reports it will file with the SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in Infinera’s reported financial and other information, which would likely have a negative effect on the market price of Infinera’s securities and could adversely impact Infinera’s business.

In order to restore, maintain and improve the effectiveness of Infinera’s disclosure controls and procedures and internal control over financial reporting to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, Infinera has expended and anticipates that it will continue to expend significant resources and undertake various actions, implementing a remediation plan, incurring accounting-related costs and implementing new internal controls and procedures, and providing significant management oversight. As part of Infinera’s remediation plan, Infinera plans to

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review and enhance its personnel with the appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with the complexity of Infinera’s business and its financial accounting and reporting requirements, particularly in areas related to Infinera’s revenue and inventory cycles. Any failure to maintain the adequacy of Infinera’s internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase Infinera’s operating costs and could materially impair Infinera’s ability to operate its business and could have a material and adverse effect on Infinera’s operating results and could cause a decline in the price of Infinera’s securities. In addition, if Infinera is unable to continue to meet these requirements, Infinera may not be able to maintain its listing on the Nasdaq Global Select Market.

Infinera is subject to various governmental export control, trade sanctions, and import laws and regulations that could impair its ability to compete in international markets or subject it to liability if Infinera violates these controls.

In some cases, Infinera’s products are subject to U.S. and foreign export control laws and regulations that may limit where and to whom Infinera is permitted to sell its products, including the Export Administration Regulations administered by the U.S. Department of Commerce, and Infinera’s activities may be subject to trade and economic sanctions, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively, “Trade Controls”). As such, a license may be required to export or re-export Infinera’s products, or provide related services, to certain countries and end-users, and for certain end-uses. Further, Infinera’s products incorporating encryption functionality may be subject to special controls applying to encryption items or certain reporting requirements.

Infinera has procedures in place designed to ensure its compliance with Trade Controls, with respect to which failure to comply could subject Infinera to both civil and criminal penalties, including substantial fines, possible incarceration of responsible individuals for willful violations, possible loss of Infinera’s export or import privileges, or reputational harm. Further, the process for obtaining necessary licenses may be time-consuming or unsuccessful, potentially causing delays in sales or losses of sales opportunities. Trade Controls are complex and dynamic regimes, and monitoring and ensuring compliance can be challenging, particularly given that Infinera’s products are widely distributed throughout the world. Although Infinera has no knowledge that its activities have resulted in material violations of Trade Controls, any failure by Infinera or its partners to comply with applicable laws and regulations would have negative consequences for Infinera, including reputational harm, government investigations and penalties.

In addition, various countries regulate the import of certain technologies and have enacted laws that could limit Infinera’s ability to distribute its products and certain product features or could limit Infinera’s customers’ ability to implement Infinera’s products in those countries. Changes in Infinera’s products or changes in U.S. and foreign import and export regulations may create delays in the introduction of Infinera’s products in international markets, prevent Infinera’s customers with international operations from deploying Infinera’s products throughout their global systems or, in some cases, prevent the import and export of Infinera’s products to certain countries altogether. For example, the U.S. has imposed tariffs on a large variety of products originating from China, including some on components that are supplied to Infinera from China. Depending upon the duration and implementation of these and future tariffs, as well as Infinera’s ability to mitigate their impact, these tariffs could materially affect Infinera’s business, including in the form of increased cost of goods sold, increased pricing for customers and reduced sales. Additionally, the U.S. government has continued to expand controls affecting the ability to send certain products and technology related to semiconductors, semiconductor manufacturing and supercomputing to China without an export license and adding additional entities to restricted party lists. It remains unclear what additional actions, if any, will be taken by the governments of the U.S. or China with respect to such trade and tariff matters. Any change in import and export

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regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or change in the countries, persons or technologies impacted by such regulations, could result in decreased use of Infinera’s products by, or in Infinera’s decreased ability to export or sell its products to, existing or potential customers with international operations. Failure to comply with these and similar laws on a timely basis, or at all, or any limitation on Infinera’s ability to develop, export or sell its products would adversely affect its business, financial condition and results of operations.

Infinera is subject to environmental regulations that could adversely affect its business.

Infinera is subject to complex U.S. and foreign environmental rules and regulations or other social initiatives that impact how and where Infinera manufactures its products. In particular, Infinera’s manufacturing operations use substances that are regulated by various federal, state, local, foreign and international laws and regulations governing health, safety and the environment, including U.S. Environmental Protection Agency regulations and the Waste Electrical and Electronic Equipment Directive, Directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (“RoHS”) and Registration, Evaluation, Authorization, and Restriction of Chemicals regulations adopted by the E.U. From time to time, the E.U. restricts or considers restricting certain substances under these directives. For example, InP has been considered for restriction under RoHS. Any restriction of InP or any other substance integral to Infinera’s systems could materially adversely affect Infinera’s business, financial condition and operating results. In addition, if Infinera experiences a problem complying with these laws and regulations, it could cause an interruption or delay in Infinera’s manufacturing operations or it could cause Infinera to incur liabilities or costs related to health, safety or environmental remediation or compliance. Infinera could also be subject to liability if it does not handle these substances in compliance with safety standards for handling, storage and transportation and applicable laws and regulations. If Infinera experiences a problem or fails to comply with such safety standards or laws and regulations, Infinera’s business, financial condition and operating results may be harmed.

Regulations relating to environmental, social and governance matters, as well as customer, supplier, investor or other stakeholder demands, may add operational complexity for Infinera.

There has been an increased focus on environmental, social and governance (“ESG”) matters that affect companies globally, including by the SEC, the E.U. and certain state governments. A number of customers have adopted, or may adopt, procurement policies that include ESG provisions or requirements that may impose additional burdens and costs on Infinera as suppliers. An increasing number of investors are also requiring companies to disclose corporate ESG policies, practices, goals and metrics. In addition, various governmental authorities are developing ESG and disclosure-related laws or regulations that could cause Infinera to incur significant compliance costs and other direct and indirect costs. Any disclosed goals and aspirations related to ESG are subject to assumptions that could change over time, may evolve as the Company and global ESG practices change, and may not be achieved. In addition, ESG-related standards and regulations are continuing to evolve and may not be adequately harmonized. Infinera’s efforts to abide by these regulations, to report against these standards and to accomplish Infinera’s ESG-related goals and aspirations present operational, reputational, financial, audit, legal and other risks. Infinera’s processes and controls may not always align with evolving standards, laws and regulations, Infinera’s interpretation thereof may differ from governmental authorities and other parties and the regulations and standards may continue to evolve, any of which could result in significant revisions to Infinera’s goals, reported progress toward those goals, or other ESG information Infinera discloses. In addition, any failure or perceived failure to pursue or fulfill previously stated goals and aspirations may result in reputational damage and loss of business, and could expose Infinera to government enforcement actions, private litigation or other adverse consequences, and may adversely affect Infinera’s business and results of operations.

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Infinera is subject to global laws and regulations governing privacy, data protection, and cybersecurity that could adversely affect Infinera’s business or subject Infinera to liability.

Data privacy, data protection, and cybersecurity are areas of increasing focus for Infinera’s customers, governmental regulators and privacy advocates, and many jurisdictions, including the E.U., the U.S., China and other regions, are evaluating or have implemented laws and regulations relating to cybersecurity, privacy and data protection, which can affect the market and requirements for networking and communications equipment. For example, the General Data Protection Regulation (“GDPR”) in effect in the E.U., and similar regulatory standards in effect in the United Kingdom, the Personal Information Protection Law (“PIPL”) in China, the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act (“CPRA”), other enacted or proposed legislation in the U.S., including comprehensive privacy legislation similar to the CCPA proposed, and in certain cases enacted, in numerous states, and enacted or proposed legislation in other jurisdictions, have created new compliance obligations with respect to data processing, privacy, data protection, and cybersecurity.

The laws, rules, regulations, standards and other actual and asserted obligations relating to privacy, data protection and cybersecurity to which Infinera may be subject, or that otherwise apply to Infinera’s business, are constantly evolving, and Infinera expects that there will continue to be new proposed laws, regulations and industry standards concerning these matters in the U.S., the E.U. and other jurisdictions. Infinera cannot fully predict the impact of the GDPR, the PIPL, the CCPA, the CPRA or other laws or regulations, including those that may be modified or enacted in the future, or new or evolving industry standards or actual or asserted obligations, relating to cybersecurity, privacy, or data protection or processing on Infinera’s business or operations. These laws, regulations, and standards have required Infinera to modify its practices and policies relating to privacy, data protection, cybersecurity, and data processing, and to incur substantial costs and expenses in an effort to comply, and Infinera expects to continue to incur such costs and expenses in the future and may find it necessary or appropriate to further modify Infinera’s relevant practices and policies. Any actual or perceived failure by Infinera or its customers, partners or vendors to comply with laws, regulations, or other actual or asserted obligations to which Infinera is or is alleged to be subject relating to cybersecurity, privacy or data protection could result in claims, litigation, and regulatory investigations and other proceedings, as well as damage to Infinera’s reputation. These could result in substantial costs, diversion of resources, fines, penalties, and other damages, and harm to Infinera’s customer relationships, its market position, and Infinera’s ability to attract new customers. Any of these could harm Infinera’s business, financial condition and results of operations.

A portion of Infinera’s revenue is generated by sales to government entities, which are subject to a number of uncertainties, challenges, and risks.

Infinera currently sells many of its solutions to various government entities, and Infinera may in the future increase sales to government entities. Sales to government entities are subject to a number of risks, including risks related to a highly competitive, expensive, and time-consuming sales process, which often requires significant upfront time and expense without any assurance that Infinera will complete a sale. Additionally, the sales process may be delayed by a shutdown of the U.S. federal government. If Infinera is successfully awarded a government contract, such award may be subject to appeals, disputes, or litigation, including, but not limited to, bid protests by unsuccessful bidders. Government demand and payment for Infinera’s solutions may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for Infinera’s solutions. Government entities may also have statutory, contractual, or other legal rights to terminate contracts for convenience or due to a default. For purchases by the U.S. federal government, the government may require certain products to be made in, or be products of, the U.S. or other high-cost manufacturing locations, and all of Infinera’s products may not be made in or

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products of jurisdictions that meet government requirements, and as a result, Infinera’s business and results of operations may suffer. Contracts with government entities may also include preferential pricing terms, including, but not limited to, “most favored customer” pricing.

Additionally, Infinera may be required to obtain special certifications to sell some or all of its solutions to government or quasi-government entities. Such certification requirements for Infinera’s solutions may change, thereby restricting Infinera’s ability to sell into the applicable government sector until Infinera has attained the revised certification. If Infinera’s products and subscriptions are late in achieving or fail to achieve compliance with these certifications and standards, or Infinera’s competitors achieve compliance with these certifications and standards before Infinera, Infinera may be disqualified from selling its products to such governmental entities, or be at a competitive disadvantage, which would harm Infinera’s business, financial condition and results of operations. There are no assurances that Infinera will find the terms for obtaining such certifications to be acceptable or that Infinera will be successful in obtaining or maintaining the certifications.

As a government contractor or subcontractor, Infinera must comply with laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts and inclusion on government contract vehicles, which affect how Infinera and its partners do business with government agencies. As a result of actual or perceived noncompliance with government contracting laws, regulations, or contractual provisions, Infinera may be subject to non-ordinary course audits and internal investigations which may prove costly to Infinera’s business financially, divert management time, or limit Infinera’s ability to continue selling its products and services to its government customers. These laws and regulations may impose other added costs on Infinera’s business, and failure to comply with these or other applicable regulations and requirements, including non-compliance in the past, could lead to claims for damages from Infinera’s channel partners, downward contract price adjustments or refund obligations, civil or criminal penalties, termination of contracts or suspension or debarment from government contracting for a period of time with government agencies. Any such damages, penalties, disruption, or limitation in Infinera’s ability to do business with a government would adversely impact, and could have a material adverse effect on, Infinera’s business, financial condition, results of operations, reputation and growth prospects.

Infinera’s business could be adversely affected if its employees cannot obtain and maintain required security clearances or Infinera cannot maintain a required facility security clearance, or Infinera does not comply with legal and regulatory obligations regarding the safeguarding of classified information.

Infinera’s U.S. government contract revenue includes income derived from contracts that require its employees to maintain various levels of security clearances and may require Infinera to maintain a facility security clearance, to comply with Department of Defense (“DoD”) requirements. The DoD has strict security clearance requirements for personnel who perform work in support of classified programs. In general, access to classified information, technology, facilities, or programs are subject to additional contract oversight and potential liability. In the event of a security incident involving classified information, technology, facilities, programs, or personnel holding clearances, Infinera may be subject to legal, financial, operational and reputational harm. Infinera is limited in its ability to provide specific information about these classified programs, their risks, or any disputes or claims relating to such programs. As a result, investors have less insight into Infinera’s classified programs than Infinera’s other businesses and therefore less ability to fully evaluate the risks related to Infinera’s classified business or Infinera’s business overall. Obtaining and maintaining security clearances for employees involves a lengthy process, and it is difficult to identify, recruit, and retain employees who already hold security clearances. If Infinera’s employees are unable to obtain security clearances in a timely manner, or at all, or if Infinera’s employees who hold security clearances are unable to maintain their clearances or terminate employment with Infinera, then a customer requiring classified work could

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terminate an existing contract or decide not to renew the contract upon its expiration. To the extent Infinera is not able to obtain or maintain a facility security clearance, Infinera may not be able to bid on or win new classified contracts, and existing contracts requiring a facility security clearance could be terminated.

Failure to comply with anti-bribery, anti-corruption, anti-money laundering laws, and similar laws, could subject Infinera to penalties and other adverse consequences.

Infinera is subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the UK Bribery Act, and possibly other anti-bribery and anti-money laundering laws in the U.S. and in countries outside of the U.S. in which Infinera conducts its activities. Anti-corruption and anti-bribery laws have been enforced aggressively and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

Infinera sometimes leverages third parties to sell its products and conduct its business abroad. Infinera or its employees, agents, representatives, business partners or third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if Infinera does not explicitly authorize such activities. Infinera cannot assure you that all of its employees and agents will refrain from taking actions in violation of applicable law for which Infinera may be ultimately held responsible. As Infinera increases its international sales and business, its risks under these laws may increase.

These laws also require that Infinera keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While Infinera has policies and procedures to address compliance with such laws, Infinera cannot assure you that none of its employees, agents, representatives, business partners or third-party intermediaries will take actions in violation of Infinera’s policies and applicable law, for which Infinera may be ultimately held responsible.

Any allegations or violation of the FCPA or other applicable anti-bribery, anti-corruption or anti-money laundering laws, could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, all of which may have an adverse effect on Infinera’s reputation, business, results of operations, and prospects. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.

General Infinera Risk Factors

Events that are outside Infinera’s control could harm its operations.

Infinera’s headquarters and the majority of its infrastructure, including its PIC fabrication manufacturing facility, are located in Northern California, an area that is susceptible to earthquakes, fires, floods and other natural disasters. Further, attacks and violence aimed at Northern California or at the U.S. energy or telecommunications infrastructure could hinder or delay the development and sale of Infinera’s products. In the event that an earthquake, targeted attack or other man-made or natural catastrophe were to destroy any part of Infinera’s or Infinera’s contract manufacturers’ or suppliers’ facilities, destroy or disrupt vital infrastructure systems, or interrupt Infinera’s operations or supply chain for any extended period of time, Infinera’s business, financial condition and results of operations would be harmed.

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The trading price of Infinera Common Stock has been volatile and may be volatile in the future.

The trading prices of Infinera Common Stock and the securities of other technology companies have been and may continue to be highly volatile. Factors affecting the trading price of Infinera Common Stock include:

An economic downturn, negative financial news, continued inflation, high interest rates, declines in income or asset values, market conditions, changes to fuel and other energy costs, and other economic factors, may lead to market volatility and associated uncertainty. In addition, if the market for technology stocks or the broader stock market experiences a loss of investor confidence, the trading price of Infinera Common Stock could decline for reasons unrelated to Infinera’s business, financial condition or results of operations. Each of these factors, among others, could harm the value of an investment in Infinera Common Stock. Some companies that have had volatile market prices for their securities have had securities class action lawsuits filed against them. If a suit were filed against Infinera, regardless of its merits or outcome, it could result in substantial costs and divert management’s attention and resources.

Future sales of Infinera Common Stock could cause Infinera’s stock price to fall.

Infinera has sold, and may in the future sell, shares of Infinera Common Stock in underwritten offerings and have established, and may in the future establish, “at-the-market” offering programs pursuant to which Infinera may offer and sell shares of Infinera Common Stock. Sales of securities have resulted and will continue to result in dilution of Infinera’s existing stockholders, and such sales could cause Infinera’s stock price to fall.

In addition, if Infinera’s existing stockholders sell, or indicate an intent to sell, a large number of shares of Infinera Common Stock in the public market, it could cause Infinera’s stock price to fall. Infinera may also issue shares of common stock or securities convertible into Infinera Common Stock from time to time in connection with financings, acquisitions, investments or otherwise. Any such issuance would result in dilution to Infinera’s existing stockholders and could cause Infinera’s stock price to fall.

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Anti-takeover provisions in the Infinera Certificate, Infinera Bylaws and Delaware law could discourage, delay or prevent a change in control of Infinera and may affect the trading price of Infinera Common Stock.

Infinera is a Delaware corporation and the anti-takeover provisions of the DGCL, which apply to Infinera, may discourage, delay or prevent a change in control by prohibiting Infinera from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to Infinera’s existing stockholders. In addition, the Infinera Certificate and Infinera Bylaws may discourage, delay or prevent a change in Infinera’s management or control over Infinera that stockholders may consider favorable. The Infinera Certificate and Infinera Bylaws:

The Infinera Bylaws designate the Court of Chancery of the State of Delaware and the federal district courts of the U.S. as the exclusive forums for substantially all disputes between Infinera and its stockholders, which will restrict Infinera’s stockholders’ ability to choose the judicial forum for disputes with Infinera or its directors, officers or employees.

The Infinera Bylaws provide that the Court of Chancery of the State of Delaware or, if such court lacks jurisdiction, any other state or federal court located in the State of Delaware, is the exclusive forum for any derivative action or proceeding brought on Infinera’s behalf; any action asserting a breach of fiduciary duty; any action arising pursuant to the DGCL, the Infinera Certificate or the Infinera Bylaws; or any action asserting a claim governed by the internal affairs doctrine. However, such exclusive forum provisions would not apply to any such claim as to which such court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within 10 days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than such court or for which such court does not have subject matter jurisdiction.

These provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. Infinera stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Infinera Bylaws provide that, unless Infinera consents in writing to the selection of an alternative forum, the federal district courts of the U.S. will be the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such

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choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, Infinera would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of the Infinera Bylaws. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These exclusive choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Infinera or its directors, officers, or other employees, which may discourage lawsuits against Infinera and its directors, officers, and other employees. If a court were to find such exclusive-forum provisions to be inapplicable or unenforceable in an action, Infinera may incur further significant additional costs associated with resolving the dispute in other jurisdictions, all of which could harm Infinera’s business.

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THE PARTIES TO THE MERGER

Nokia Corporation

Nokia is a company incorporated under the laws of the Republic of Finland and operates under the Finnish Companies Act. Nokia’s headquarters are located at Karakaari 7, FI-02610 Espoo, Finland, and its telephone number there is +358 10-4488-000.

Nokia ADSs are listed on the NYSE under the ticker symbol “NOK,” and the Nokia Shares are listed on the Nasdaq Helsinki Stock Exchange and the Euronext Paris Stock Exchange.

For more information about Nokia, please visit Nokia’s Internet website at https://www.nokia.com. Nokia’s Internet website address is provided as an inactive textual reference only. The information contained on Nokia’s Internet website or accessible through it (other than the documents incorporated by reference herein) does not constitute a part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Nokia is included in the documents incorporated by reference into this proxy statement/prospectus. Please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Neptune of America Corporation

Merger Sub was formed solely for the purpose of facilitating the Merger. Merger Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the Merger and the other transactions contemplated by the Merger Agreement. By operation of the Merger, Merger Sub will be merged with and into Infinera, with Infinera surviving the Merger as a wholly owned subsidiary of Nokia. Merger Sub’s principal executive office is located at c/o Nokia Corporation, Karakaari 7, FI-02610 Espoo, Finland, and its telephone number is +358 10-4488-000.

Infinera Corporation

Infinera is a global supplier of innovative open optical networking solutions and advanced optical semiconductors that enable carriers, cloud operators, governments, and enterprises to scale network bandwidth, accelerate service innovation, and automate network operations. Infinera solutions deliver industry-leading economics and performance in long-haul, submarine, data center interconnect, and metro transport applications. Infinera’s headquarters are located at 6373 San Ignacio Avenue, San Jose, California 95119 and its telephone number is +1 (669) 295-1489.

The Infinera Common Stock is listed on Nasdaq under the ticker symbol “INFN.”

For more information about Infinera, please visit Infinera’s Internet website at http://www.infinera.com. Infinera’s internet website address is provided as an inactive textual reference only. The information contained on Infinera’s internet website or accessible through it (other than the documents incorporated by reference herein) do not constitute a part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Infinera is included in the documents incorporated by reference into this proxy statement/prospectus. Please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

You may attend the Special Meeting via a live interactive webcast on     , 2024, at    Pacific Time, by visiting the following website: https://www.virtualshareholdermeeting.com/INFN2024SM. Online check-in will begin at    Pacific Time and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form to participate in the Special Meeting (including voting your shares). If you lose your control number, you may join the Special Meeting as a guest, but you will not be able to vote. Infinera believes that a virtual meeting provides expanded access, improved communication and cost savings for its stockholders.

Matters to Be Considered at the Special Meeting

The purposes of the Special Meeting are as follows, each as further described in this proxy statement/prospectus:

Record Date for the Special Meeting and Voting Rights

The Infinera Board has fixed the close of business on    , 2024, as the Record Date. You are entitled to vote at the Special Meeting if you owned shares of Infinera Common Stock as of the close of business on the Record Date. You are entitled to one vote for each share of Infinera Common Stock that you owned as of the close of business on the Record Date. As of the close of business on the Record Date,     shares of Infinera Common Stock were outstanding and entitled to vote at the Special Meeting.

A list of Infinera’s stockholders entitled to vote at the Special Meeting will be available at its principal executive offices located at 6373 San Ignacio Avenue, San Jose, California 95119 during regular business hours for a period of 10 days ending on the day before the Special Meeting.

Quorum

A quorum of stockholders is necessary to conduct the Special Meeting. The holders of record of a majority of the voting power of Infinera Common Stock issued and outstanding and entitled to vote must be present in person or represented by proxy to constitute a quorum for the Special Meeting. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes” (as described below) are counted as present and entitled to vote for purposes of determining a quorum. Shares of Infinera Common Stock held in “street name” through a bank, broker or other nominee will not be counted as present for the purpose of determining the existence of a quorum if no instructions have been provided to such entity on how to vote on any such proposals.

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Vote Required; Abstentions and Broker Non-Votes

Except for the Adjournment Proposal, the vote required to approve each of the Proposals listed below assumes the presence of a quorum.

Under the rules of Nasdaq, banks, brokers and other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters listed in Nasdaq Rule 2251 without specific instructions from the beneficial owner. Generally, broker non-votes occur when shares held by a bank, broker or other nominee in “street name” for a beneficial owner are not voted with respect to a particular proposal because the bank, broker or other nominee: (1) has not received voting instructions from the beneficial owner; and (2) lacks discretionary voting power to vote those shares. A bank, broker or other nominee is entitled to vote shares held for a beneficial owner on routine matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a bank, broker or other nominee is not entitled to vote shares held for a beneficial owner on non-routine matters. It is expected that all Proposals will be “non-routine” matters. Accordingly, if you are an Infinera stockholder and you do not instruct your bank, broker or other nominee on how to vote your shares of Infinera Common Stock, your bank, broker or other nominee is not permitted to vote your shares of Infinera Common Stock on any of the Proposals, and your shares will not be represented and will not be voted on any Proposal. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you are an Infinera stockholder and you fail to vote, fail to submit a proxy card or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Merger Agreement Proposal, this will have the same effect as a vote cast against the Merger Agreement Proposal and will not count toward determining whether a quorum is present. If you are an Infinera stockholder and you fail to vote, fail to submit a proxy or fail to return a voting instruction card instructing your bank, broker or other nominee how to vote on the Nonbinding Compensation Proposal or the Adjournment Proposal, this will have no effect on the vote count for such Proposal, and will not count toward determining whether a quorum is present.

If you are an Infinera stockholder of record, if you sign, date and return your proxy card without indicating how to vote on a Proposal (and you do not change your vote after delivering your proxy card), the shares of Infinera Common Stock represented by your proxy card will be voted for that Proposal in accordance with the recommendation of the Infinera Board.

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Shares Held by Infinera’s Directors and Executive Officers

As of the Record Date, Infinera’s directors and executive officers beneficially owned and were entitled to vote, in the aggregate,     shares of Infinera Common Stock, representing approximately      percent of the voting power of all of the shares of Infinera Common Stock outstanding and entitled to vote at the Special Meeting.

As of the date of this proxy statement/prospectus, Infinera has not been informed that any of its directors or executive officers intend to vote their shares of Infinera Common Stock other than: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Nonbinding Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Voting of Proxies

If your shares are registered in your name with Infinera’s transfer agent, Computershare Trust Company, N.A., you may vote your shares of Infinera Common Stock: (1) by proxy, by returning a signed and dated proxy card (a prepaid reply envelope is provided for your convenience; (2) by proxy, by granting a proxy electronically over the internet or by telephone (using the instructions found on the enclosed proxy card); or (3) by attending the Special Meeting and voting at the Special Meeting using a control number on the enclosed proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card in order to grant a proxy electronically over the internet or by telephone.

If you attend the Special Meeting and wish to vote at the Special Meeting, you will need the control number located on the enclosed proxy card. Beneficial owners of shares of Infinera Common Stock held in “street name” will also need to present proof of ownership of shares of Infinera Common Stock (such as a bank or brokerage account statement) and must also provide a “legal proxy” from their bank, broker or other nominee in order to vote at the Special Meeting. You are encouraged to vote by proxy even if you plan to attend the Special Meeting. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.

All shares of Infinera Common Stock represented by properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) will, if received before the Special Meeting, be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies (or proxies granted electronically over the internet or by telephone) that do not contain voting instructions will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Nonbinding Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If your shares of Infinera Common Stock are held in “street name” through a bank, broker or other nominee, you may vote by completing and returning the voting instruction form provided by your bank, broker or other nominee. If available from your bank, broker or other nominee, you may vote over the internet or telephone through your bank, broker or other nominee by following the instructions on the voting instruction form provided by your bank, broker or other nominee. You may also attend the Special Meeting and vote at the Special Meeting if you have a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares of Infinera Common Stock at the Special Meeting. If your shares of Infinera Common Stock are held in “street name” and you do not: (1) return the voting instruction form provided by your bank, broker or other nominee; (2) vote over the internet or by telephone through your bank, broker or other nominee; or (3) attend the Special Meeting and vote at the Special Meeting with a “legal proxy” from your bank, broker or other nominee, it will, in each case, have the same effect as if you voted “AGAINST” the Merger Agreement Proposal. It will not, however, have any effect on the outcome of the Nonbinding Compensation Proposal or the Adjournment Proposal.

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Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your attendance at the Special Meeting, in the absence of voting at the Special Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of Infinera Common Stock in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares of Infinera Common Stock at the Special Meeting.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies in accordance with the Merger Agreement, will allow Infinera’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting.

Adjournment

In addition to the: (1) Merger Agreement Proposal; and (2) Nonbinding Compensation Proposal, Infinera stockholders are being asked to approve the Adjournment Proposal. If a quorum is not present at the Special Meeting, then either: (1) the chairperson of the Special Meeting; or (2) Infinera stockholders entitled to vote at the Special Meeting, present in person or represented by proxy, will have the power to adjourn the Special Meeting from time to time, without notice other than announcement at the Special Meeting, until a quorum is present or represented. The chairperson may also adjourn the Special Meeting to another place, if any, date or time, whether or not a quorum is present, regardless of the outcome of the vote on any proposal to adjourn the Special Meeting. In addition, the Special Meeting could be postponed before it commences, subject to the terms of the Merger Agreement. If the Special Meeting is adjourned or postponed, Infinera stockholders who have already submitted their proxies will be able to revoke them at any time before they are voted at the Special Meeting.

Proxy Solicitation Costs

Infinera has engaged Sodali & Co to assist in the solicitation of proxies for the Special Meeting. Infinera estimates that it will pay Sodali & Co a fee of approximately $25,000, plus reimbursement for certain fees and expenses. Infinera has agreed to indemnify Sodali & Co against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Infinera also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Infinera Common Stock.

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Infinera’s directors, officers and employees also may solicit proxies by telephone, mail, email, fax or over the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Attending the Special Meeting

You may attend the Special Meeting via a live interactive webcast on     , 2024, at      Pacific Time, by visiting the following website: https://www.virtualshareholdermeeting.com/INFN2024SM. Online check-in will begin at     Pacific Time and you should allow ample time for the check-in procedures. You will need the control number found on your proxy card or voting instruction form to participate in the Special Meeting (including voting your shares). If you encounter technical difficulties accessing the Special Meeting or during the Special Meeting, a support line will be available on the login page of the Special Meeting website. If you lose your control number, you may join the Special Meeting as a guest, but you will not be able to vote. Infinera believes that a virtual meeting provides expanded access, improved communication and cost savings for its stockholders.

Once online access to the Special Meeting is open, stockholders may submit questions pertinent to Special Meeting matters through the Special Meeting website. You may need the control number found on your proxy card or voting instruction form in order to submit questions. Questions pertinent to Special Meeting matters will be answered during the Special Meeting, subject to time constraints and any rules of conduct adopted with respect to the Special Meeting.

Tabulation of Votes; Results of the Special Meeting

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and will act as independent inspector of election at the Special Meeting.

If available, Infinera may announce preliminary voting results at the conclusion of the Special Meeting. Infinera intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC following the Special Meeting.

Assistance

If you need assistance voting or in completing your proxy card, making an election relating to the Merger Consideration or have questions regarding the Special Meeting, please contact:

430 Park Avenue, 14^th Floor

New York, NY 10022

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

E-mail: INFN@investor.sodali.com

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PROPOSAL 1:

ADOPTION OF THE MERGER AGREEMENT

This proxy statement/prospectus is being furnished to you as a stockholder of Infinera as part of the solicitation of proxies by the Infinera Board for use at the Special Meeting to consider and vote on the Merger Agreement Proposal. A copy of the Merger Agreement, as well as the certificate of incorporation of the Surviving Corporation in the Merger included as an exhibit to the Merger Agreement, is attached as Annex A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference.

The Infinera Board unanimously recommends that you vote “FOR” this Proposal.

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PROPOSAL 2:

APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF CERTAIN MERGER-RELATED EXECUTIVE COMPENSATION

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that Infinera provide its stockholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation that will or may become payable by Infinera to Infinera’s named executive officers in connection with the Merger, as disclosed in the section of this proxy statement/prospectus entitled “The Merger—Interests of Infinera’s Directors and Executive Officers in the Merger—Golden Parachute Compensation,” including the additional disclosures referenced therein that otherwise are disclosed in the section of this proxy statement/prospectus entitled “The Merger—Interests of Infinera’s Directors and Executive Officers in the Merger.”

Infinera is asking its stockholders to approve the compensation that will or may become payable by Infinera to Infinera’s named executive officers in connection with the Merger. These payments are set forth in the section of this proxy statement/prospectus entitled “The Merger—Interests of Infinera’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” and the accompanying footnotes and additional disclosures referenced therein. The various plans and arrangements pursuant to which these compensation payments may be made generally have previously formed part of Infinera’s overall compensation program for Infinera’s named executive officers and previously have been disclosed to stockholders in public filings, including Infinera’s annual proxy statement. These historical arrangements were adopted and approved by the Infinera Board or the Compensation Committee of the Infinera Board, which is composed solely of non-employee directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, Infinera is seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Infinera approve, on an advisory, non-binding basis, the compensation that will or may become payable to Infinera’s named executive officers in connection with the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section captioned “The Merger—Interests of Infinera’s Directors and Executive Officers in the Merger—Golden Parachute Compensation” and the accompanying footnotes and additional disclosures referenced therein.”

Infinera stockholders should note that this proposal is not a condition to completion of the Merger, and as a non-binding, advisory vote, the result will not be binding on Infinera, the Infinera Board or Nokia. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated, Infinera’s named executive officers will be eligible to receive the compensation that is based on or that otherwise relates to the Merger in accordance with the terms and conditions applicable to those payments.

The Infinera Board unanimously recommends that you vote “FOR” this Proposal.

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PROPOSAL 3:

ADJOURNMENT OF THE SPECIAL MEETING

Infinera is asking its stockholders to approve any proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement Proposal at the time of the Special Meeting.

If Infinera stockholders approve this proposal, Infinera can adjourn the Special Meeting and any adjourned session of the Special Meeting and use the additional time to solicit additional proxies, including soliciting proxies from stockholders that have previously returned properly signed proxies voting against the Merger Agreement Proposal. Among other things, approval of this Proposal could mean that, even if Infinera received proxies representing a sufficient number of votes against the Merger Agreement Proposal such that the Merger Agreement Proposal would be defeated, Infinera could adjourn the Special Meeting without a vote on the Merger Agreement Proposal and seek to convince the holders of those shares to change their votes to votes in favor of the Merger Agreement Proposal. Additionally, Infinera may seek stockholder approval to adjourn the Special Meeting if a quorum is not present.

Infinera stockholders should also be aware that the chairperson of the Special Meeting may also adjourn the Special Meeting to another place, if any, date or time, whether or not a quorum is present, even if Infinera stockholders do not approve this Proposal.

The Infinera Board unanimously recommends that you vote “FOR” this Proposal.

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ELECTION OF MERGER CONSIDERATION

Concurrently with the mailing of this proxy statement/prospectus, an election form will separately be mailed to each holder of record of shares of Infinera Common Stock. For more information regarding Merger Consideration, please see the section of this proxy statement/prospectus entitled “The Merger—Merger Consideration.”

Holders of Infinera Common Stock may make their Cash Election, Share Election and/or Mixed Election by properly completing, signing and returning the election form to Citibank, N.A. as Exchange Agent. For an Election to be properly made, the Exchange Agent must receive a properly completed election form by the Election Deadline. If you do not properly make an Election by the Election Deadline, you will be deemed to have elected to receive the applicable Cash Consideration. Carefully review and follow the instructions accompanying the election form. If you own Infinera Common Stock in “street name” through a bank, broker or other nominee and you wish to make an Election, you should follow the instructions provided by your bank, broker or other nominee when making your Election.

You may revoke your Election with respect to any of your shares of Infinera Common Stock prior to the Election Deadline. If you revoke your Election, you will be deemed to have elected to receive the applicable Cash Consideration with respect to the shares of Infinera Common Stock to which such Election previously applied, unless a contrary Election is subsequently made in respect of such shares prior to the Election Deadline. No Election in respect of any shares of Infinera Common Stock may be revoked after the Election Deadline, unless such revocation is prior to and in connection with a sale or transfer of such shares. Holders of Infinera Common Stock who wish to revoke an election in respect of their shares of Infinera Common Stock after the Election Deadline in connection with a sale or transfer of such shares must revoke such Election at least five business days prior to the Effective Time for such election revocation to be effective.

Holders of Infinera Common Stock who have made a valid Election in respect of their shares of Infinera Common Stock and wish to sell or otherwise transfer such shares need to revoke their Election prior to and in connection with selling or transferring such shares. If no subsequent Election is properly made in respect of such shares of Infinera Common Stock prior to the Election Deadline, or if the sale or transfer of such shares, and the revocation in connection therewith, occur after the Election Deadline, an election to receive the Cash Consideration will be deemed to have been made in respect of such shares and no contrary Election may subsequently be made.

For an election revocation by a registered holder to be effective, a written notice of withdrawal must be timely received by the Exchange Agent, Citibank, N.A., at its address set forth on the election form. Any such notice of withdrawal will specify: (1) the name, address and the taxpayer identification number (“TIN”) of the person who made the prior Election being revoked; (2) the number of shares of Infinera Common Stock to be withdrawn from the Election; and (3) the name of the registered holder of such shares of Infinera Common Stock, if different from that of the person who submitted the election form.

For a holder whose shares of Infinera Common Stock are held through a bank, broker or other nominee, if the Election was made by your bank, broker or other nominee via DTC’s ATOP system, you need to contact your bank, broker or other nominee, and have such securities intermediary process your revocation.

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If you hold your shares of Infinera Common Stock through a bank, broker or other nominee (often referred to as held in “street name”), you need to instruct your bank, broker or other nominee to make a timely Election on your behalf via the DTC ATOP system by delivery of an “agent’s message” to the applicable Exchange Agent account at DTC. DTC, participants in DTC, and other securities intermediaries are likely to establish cut-off times and dates that are earlier than the Election Deadline to receive instructions to make an Election. Your bank, broker or other nominee may charge you a transaction or service fee to make the Election. You should consult your securities intermediary to determine the cut-off time and date applicable to you, and whether you will be charged any transaction or service fee.

If you are a DTC participant and hold shares of Infinera Common Stock in a DTC account as a DTC participant, you must make an Election through DTC’s ATOP Program and complete the DTC –

ATOP procedure for book-entry transfer. An “agent’s message” must be transmitted by DTC and received by the Exchange Agent prior to the Election Deadline to validly make an Election.

If you hold a physical stock certificate representing your shares of Infinera Common Stock registered in your name, you need to timely deliver a fully completed and signed election form to the Exchange Agent at the address specified in the election form. Do not deliver your stock certificates to the Exchange Agent with the election form.

If you hold your shares of Infinera Common Stock in book-entry form outside of a bank, brokerage or custodian account, you need to timely deliver a fully completed and signed election form to the Exchange Agent at the address specified in the election form.

If you do not timely and properly complete, sign and return the election form by the Election Deadline, you will be deemed to have elected to receive the Cash Consideration.

Assistance

If you need assistance with making an Election relating to the Merger Consideration or have questions regarding the Special Meeting, please contact:

430 Park Avenue, 14th Floor

New York, NY 10022

Banks and Brokers Call: (203) 658-9400

Stockholders Call Toll Free: (800) 662-5200

E-mail: INFN@investor.sodali.com

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THE MERGER

The following is a description of the material aspects of the Merger. While Nokia and Infinera believe that the following description covers the material terms of the Merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire proxy statement/prospectus, including the text of the Merger Agreement attached to this proxy statement/prospectus as Annex A, for a more complete understanding of the Merger. In addition, important business and financial information about each of Nokia and Infinera is included in or incorporated by reference into this proxy statement/prospectus. Please see the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Merger Structure

Subject to the terms and conditions set forth in the Merger Agreement and in accordance with the DGCL, Merger Sub will merge with and into Infinera. As a result, the separate corporate existence of Merger Sub will cease and Infinera will survive the Merger, and continue to exist after the Merger as a wholly owned subsidiary of Nokia.

The Merger will become effective at such date and time as the Certificate of Merger is duly filed with the Delaware Secretary of State or at a subsequent date and time that Nokia and Infinera agree and specify in the Certificate of Merger.

Merger Consideration

The Merger Agreement generally provides that each share of Infinera Common Stock issued and outstanding immediately prior to the Effective Time (subject to certain limited exceptions set forth in the Merger Agreement) will be automatically cancelled and converted into the right to receive either cash, without interest, Nokia Shares, or a combination of both cash, without interest, and Nokia Shares. Each holder of Infinera Common Stock may make, on a share-by-share basis, a Cash Election, a Share Election or a Mixed Election, subject to certain proration provisions described below:

In each case, the Nokia Shares will be delivered in the form of Nokia ADSs, each representing a beneficial interest in one Nokia Share, subject to the terms and conditions of the Deposit Agreement for the Nokia ADSs.

As a result of the proration mechanism in the Merger Agreement, depending on the elections made by all Infinera stockholders, you may not receive the exact form of Merger Consideration that you elect. In the Merger: (1) no more than 30 percent of the aggregate Merger Consideration will be paid in the form of Nokia Shares; and (2) at least 70 percent of the aggregate Merger Consideration will be paid in cash. The Merger Consideration is also subject to adjustments for any stock splits, stock dividend, reorganization or similar recapitalization with respect to Infinera Common Stock or Nokia Shares. The maximum number of Nokia Shares that Nokia is obligated to issue in the Merger is equal to Maximum Stock Amount.

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For more information relating to such proration mechanism, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Proration of Merger Consideration.”

Concurrently with the mailing of this proxy statement/prospectus, an election form will separately be mailed to each holder of record of shares of Infinera Common Stock. Each holder of record of shares of Infinera Common Stock can make their Election by properly completing, signing and returning the election form. For an Election to be properly made, the Exchange Agent must receive a properly completed election form by the Election Deadline.

If your shares of Infinera Common Stock are held through a bank, broker or other nominee, you will receive instructions from your bank, broker or other nominee that you must follow in order to make your Election.

The Election Deadline is 5:00 p.m., New York City time on the business day that is immediately prior to the Special Meeting. If the Special Meeting is delayed to a subsequent date, the Election Deadline will be similarly delayed to a subsequent date, and Nokia and Infinera will promptly announce any such delay and, when determined, the rescheduled election deadline.

Any shares of Infinera Common Stock for which an Election is not made will be deemed to have made a Cash Election.

If holders of record of shares of Infinera Common Stock do not properly make an Election by the Election Deadline, they will be deemed to have made a Cash Election. Carefully review and follow the instructions accompanying the election form. If you own Infinera Common Stock in “street name” through a bank, broker or other nominee and you wish to make an election, you should follow the instructions provided by your bank, brokerage firm or other nominee when making your election.

Holders of Infinera Common Stock who have made a valid Election in respect of their shares of Infinera Common Stock and wish to sell or otherwise transfer such shares need to revoke their Election prior to and in connection with selling or transferring such shares. If no subsequent Election is properly made in respect of such shares of Infinera Common Stock prior to the Election Deadline, or if the sale or transfer of such shares, and the revocation in connection therewith, occur after the Election Deadline, an election to receive the Cash Consideration will be deemed to have been made in respect of such shares and no contrary election may subsequently be made. Holders of Infinera Common Stock who wish to revoke an election in respect of their shares of Infinera Common Stock after the Election Deadline in connection with a sale or transfer of such shares must revoke such election at least five business days prior to the Effective Time for such election revocation to be effective.

For more information relating to Elections of Merger Consideration, please see the sections of this proxy statement/prospectus entitled “Election of Merger Consideration” and “The Merger Agreement—Election Procedures.”

If the holders of Infinera Common Stock make Share Elections and Mixed Elections that result in the issuance of a number of Nokia Shares, represented by Nokia ADSs, that is greater than the Maximum Stock Amount then as a result of the proration mechanism in the Merger Agreement, you may not receive the exact form of Merger Consideration that you elect. In the Merger: (1) no more than 30 percent of the aggregate Merger Consideration will be paid in the form of Nokia Shares; and (2) at least 70 percent of the aggregate Merger Consideration will be paid in cash. The Merger Consideration is also subject to adjustments for any stock splits, stock dividend, reorganization or similar recapitalization with respect to Infinera Common Stock or Nokia Shares. The maximum number of Nokia Shares that Nokia is obligated to issue in the Merger is equal to Maximum Stock Amount.

The value of the Share Consideration and the Mixed Consideration will fluctuate as the market price of Nokia ADSs fluctuates because the Share Consideration and the Mixed Consideration are payable in a

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fixed number of Nokia ADSs. As a result, the value of the Share Consideration or the Mixed Consideration that Infinera stockholders will receive upon completion of the Merger could be greater than, less than or the same as the value of the Share Consideration or the Mixed Consideration on the date of this proxy statement/prospectus or on the date on which Infinera stockholders make their election. Accordingly, Nokia and Infinera encourage Infinera stockholders to obtain current stock price quotations for Nokia Shares before making their election.

For more information relating to the Merger Consideration, please see the section of this proxy statement/prospectus entitled “The Merger Agreement—Merger Consideration.”

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among the Infinera Board, its committees, its representatives or other parties, or of or among the Nokia Board, its committees, its representatives or other parties.

The Infinera Board regularly evaluates Infinera’s strategic direction and ongoing business plans with a view toward strengthening Infinera’s business and enhancing stockholder value. As part of this evaluation, the Infinera Board regularly discusses structural considerations that, in the opinion of the Infinera Board, impacted Infinera’s ability to achieve sustained profitability and build long-term stockholder value. These considerations principally revolve around Infinera’s lack of scale. Historically, this lack of scale manifested in an inability of Infinera to invest in research and development and go-to-market initiatives in a manner that would sustainably drive additional demand for Infinera’s products and generate an acceptable return on investment. Infinera’s lack of significant cash resources (particularly in relation to the financial capabilities of Infinera’s key competitors, many of which are larger and better capitalized) for investment in its business, and Infinera’s inability to meaningfully increase its cash balance without engaging in dilutive or expensive financing activities, exacerbated Infinera’s lack of scale. Finally, the nature of the networking and communications infrastructure industry also limited Infinera’s prospects, as the industry is characterized by: (1) large customers with significant buying power; (2) large market leaders with significant market share; and (3) rapid technological innovation, which requires significant research and development investment.

The Infinera Board regularly considers strategic transactions that would help to alleviate Infinera’s lack of scale and attempt to ameliorate the other structural considerations identified by the Infinera Board. In recent years, the Infinera Board approached these transactions with the goal of achieving some or all of the following objectives: (1) increasing Infinera’s cash balance; (2) increasing Infinera’s ability to invest in research and development and go-to-market initiatives; and (3) ensuring that Infinera could achieve economies of scale in its semiconductor fabrication and packaging operations. The Infinera Board considered a wide range of strategic transactions, including: (1) acquisitions; (2) divestitures; (3) strategic partnerships; (4) financing activities; (5) a separation of Infinera into two independent businesses; and (6) a sale of Infinera. With respect to financing transactions, the Infinera Board was aware that these transactions, in addition to being dilutive or expensive, would not necessarily solve Infinera’s lack of scale. At points, Infinera management and representatives of Infinera’s financial advisers met with potential counterparties, including Nokia, to discuss a variety of transactions and ways of working together. These discussions never advanced beyond the formative stages. The Infinera Board and, after its formation, the Strategic Committee (as defined below), were regularly kept apprised of these meetings and discussions. In addition, from time to time, members of the Infinera Board met informally with representatives of participants in the networking and communications infrastructure industry, including potential counterparties. The Infinera Board and, after its formation, the Strategic Committee (as defined below), was also regularly kept apprised of these meetings and discussions.

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In the second half of 2020 and into 2021, the Infinera Board, with the assistance of Wilson Sonsini and an internationally recognized financial adviser, conducted a review of strategic alternatives, including the possible sale of Infinera (such review, the “Prior Strategic Review Process”). To better understand the strategic alternatives available to Infinera, the financial adviser assisting Infinera, at the instruction of the Infinera Board, contacted, on a confidential basis, a range of strategic industry participants and financial sponsors (including Nokia, Strategic A (as defined below) and Sponsor 1 (as defined below)) concerning their respective interest in pursuing a transaction with Infinera. With respect to Nokia, members of Infinera management and representatives of Infinera’s financial adviser met several times with representatives of Nokia concerning transactions that the two companies could engage in, including an acquisition of Infinera by Nokia. Nokia ultimately declined to pursue any type of transaction with Infinera.

In February 2021, as part of the Prior Strategic Review Process, the Infinera Board formed a strategic committee (the “Strategic Committee”) to provide assistance to, and oversight of, Infinera management and Infinera’s advisers. The Strategic Committee was formed in light of the benefits, convenience and efficiency of having a subset of directors, on behalf of the Infinera Board, oversee the broader review of strategic alternatives given: (1) the potentially significant workload that could be involved in any decision by Infinera to pursue strategic alternatives; and (2) the possibility that Infinera management and Infinera’s advisers would need feedback and direction on relatively short notice. The Strategic Committee was not formed due to any actual or perceived conflict of any director or officer of Infinera. The Infinera Board authorized and instructed the Strategic Committee to, among other things: (1) oversee and assist Infinera management and Infinera’s advisers with respect to the evaluation and exploration of strategic alternatives; (2) explore, evaluate, consider, review and negotiate the terms and conditions of any transaction relating to any strategic alternative, and to take such other actions with respect to any strategic alternative as the Strategic Committee deemed necessary, appropriate or advisable; and (3) recommend to the Infinera Board what action, if any, should be taken by Infinera with respect to any strategic alternative. The Infinera Board retained the exclusive power and authority to approve the final decision to pursue a strategic alternative, including a sale of Infinera. The Strategic Committee was composed of George A. Riedel (who also served as chair), Gregory P. Dougherty, David W. Heard and Amy H. Rice. A fifth member of the Infinera Board was initially appointed to the Strategic Committee, but this director left the Strategic Committee upon the conclusion of that director’s service on the Infinera Board. These individuals were selected because of, among other things, their substantial familiarity with Infinera and its business and their experience in similar circumstances. The Infinera Board did not provide for the payment of any new or additional compensation to the members of the Strategic Committee in connection with their service on the Strategic Committee. Other members of the Infinera Board were invited to, and regularly attended, meetings of the Strategic Committee.

By October 2021, the Prior Strategic Review Process yielded a non-binding proposal from a strategic industry participant (referred to as “Strategic A”) to acquire Infinera for $11.00 per share of Infinera Common Stock in a transaction that, at the election of Infinera stockholders, could include a portion of the consideration payable in the form of stock of Strategic A. By this time, all other parties (including Nokia) participating in the Prior Strategic Review Process had declined to pursue a transaction with Infinera. After completing a substantial amount of due diligence, Strategic A elected to withdraw its acquisition proposal due to regulatory considerations. As a result, the Infinera Board concluded the Prior Strategic Review Process. On October 29, 2021 (the last trading day of October 2021), Infinera Common Stock closed trading at $7.59 per share.

Following the conclusion of the Prior Strategic Review Process, Infinera, and the networking and communications infrastructure industry more generally, were increasingly impacted by the follow-on effects of the COVID-19 pandemic and other macroeconomic challenges, including rising interest rates, sustained inflation and significant supply chain disruptions. In addition, growth estimates for the

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networking and communications infrastructure industry were consistently adjusted downward as customers struggled to adapt to a changed environment. Under these circumstances, Infinera was not consistently able to achieve its business model objectives. Since mid-2021 and prior to the announcement of the Merger, Infinera’s stock price had declined approximately 40 percent (and closed trading at $4.75 per share on December 29, 2023), and the stock prices of its closest competitors have generally declined by comparable magnitudes. These industry-wide developments served to deepen the conviction of the Infinera Board as to the importance of scale for sustained success in the networking and communications infrastructure industry, and of the need for Infinera to regularly review its strategic alternatives.

In July 2022, Mr. Heard, Infinera’s Chief Executive Officer, and Federico Guillén, Nokia’s President of Network Infrastructure (a business group of Nokia which delivers fixed access, IP routing, data center networks and optical transport for business-critical and mission-critical applications for CSP, enterprise and webscale customers), met to become better acquainted. During this conversation, Messrs. Heard and Guillén spoke about the importance of scale in the networking and communications infrastructure industry, and about how a combination of Infinera with Nokia’s Network Infrastructure business (whether structured as an acquisition of all of Infinera or as a combination of certain assets of Nokia and Infinera) could create additional scale for both businesses. Beyond these matters, Messrs. Heard and Guillén did not discuss specifics of a transaction between Nokia and Infinera. Mr. Heard kept the members of the Strategic Committee and the Infinera Board updated on this and subsequent conversations with Mr. Guillén.

In September 2022, Messrs. Heard and Guillén met again, and continued their prior conversations about (1) the importance of scale in the networking and communications infrastructure industry; and (2) how a significant transaction between Nokia and Infinera could create additional scale for both businesses. Beyond these matters, Messrs. Heard and Guillén did not discuss specifics of a transaction between Nokia and Infinera.

In November 2022, the Strategic Committee interviewed Centerview and one other firm to serve as Infinera’s financial adviser. The members of the Strategic Committee were well acquainted with Centerview, and were aware of Centerview’s qualifications, expertise and reputation, as well as its knowledge of Infinera’s business and industry. After concluding these interviews, the Strategic Committee agreed with Infinera management’s recommendation to retain Centerview.

On January 17, 2023, representatives of Centerview provided the Infinera Board with customary relationship disclosures.

On January 28, 2023, the Strategic Committee reviewed and approved the retention of Centerview as Infinera’s financial adviser on the terms set forth in the proposed engagement letter (which letter had an effective date of January 26, 2023). Following the formal engagement of Centerview, over the course of 2023 and the first half of 2024, at the direction of the Strategic Committee or the Infinera Board, representatives of Centerview held discussions with various counterparties to evaluate each counterparty’s potential interest in exploring a strategic transaction with Infinera. Centerview and Infinera management engaged with a total of 12 potential counterparties, composed of seven strategic industry participants (including Strategic B (as defined below) and Strategic C (as defined below) and five financial sponsors (including Sponsor 1).

On February 24, 2023, at the direction of the Infinera Board, representatives of Centerview met with representatives of Strategic A to discuss the state of the networking and communications infrastructure industry. The representatives of Centerview informed the representatives of Strategic A that Centerview had been retained by Infinera as Infinera’s financial adviser and offered to arrange a call between Strategic A and Infinera management to provide an update on Infinera’s business.

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Subsequent to this meeting, Strategic A did not engage in further discussions with Centerview or Infinera management.

In February 2023 and again in March 2023, members of Infinera management and representatives of Centerview separately met with representatives of a strategic industry participant (referred to as “Strategic B”) to discuss potential interest by Strategic B in a strategic transaction with Infinera. Discussions with Strategic B never advanced beyond the formative stages.

On March 14, 2023, Reuters reported that Infinera was actively working with Centerview on a formal sale process that would launch within a few weeks.

Following the publication of the Reuters article, several financial sponsors contacted Infinera on an unsolicited basis to express their interest in learning more about Infinera and its business.

In April 2023, Messrs. Heard and Guillén spoke again, and continued their prior conversations about: (1) the importance of scale in the networking and communications infrastructure industry; and (2) how a significant transaction between Nokia and Infinera could create additional scale for both businesses. Beyond these matters, Messrs. Heard and Guillén did not discuss specifics of a transaction between Nokia and Infinera.

On June 7, 2023, during a regularly scheduled meeting of the Infinera Board, the Infinera Board again discussed the structural considerations that, in the opinion of the Infinera Board, impacted Infinera’s ability to achieve scale and sustained profitability, and to build long-term stockholder value. Present for this discussion were members of Infinera management and representatives of Centerview. The representatives of Centerview provided perspectives on Infinera’s business and competitive position. The representatives of Centerview discussed: (1) the analyses of strategic alternatives and other transaction identification work undertaken by Infinera in the recent past; (2) the results of those efforts; and (3) strategic transactions that Infinera could pursue, including a sale of Infinera, and the potential counterparties that, in the opinion of Centerview, were the most likely to have the financial capability and interest in pursuing a transaction with Infinera (which parties included Nokia, Strategic A, Strategic B and Strategic C (as defined below)). With respect to Strategic A, it was noted that Strategic A did not engage with Infinera despite the offer of engagement in February 2023, and that Strategic A had recently shifted its acquisition focus away from optical networking. As such, the Infinera Board concluded that engagement with Strategic A was not likely to be fruitful, and was accompanied by significant risks related to the exposure of Infinera’s confidential information to Strategic A. The representatives of Centerview reviewed an illustrative analysis of a “take-private” acquisition of Infinera by a financial sponsor, and discussed various considerations associated with such a transaction. The Infinera Board considered the maturity in 2024, 2027 and 2028 of a significant portion of Infinera’s long-term debt, and the impact that this maturity was likely to have on Infinera’s ability to execute on its strategic plan as an independent public company. The Infinera Board concluded that: (1) the ability of Infinera to deliver long-term stockholder value continued to be meaningfully constrained by (a) its lack of scale relative to its competitors and (b) its lack of significant cash resources; and (2) these concerns, in addition to evolving dynamics in the networking and communications infrastructure industry, warranted a more aggressive pursuit by Infinera of a strategic transaction that would position Infinera to address some or all of the structural considerations identified by the Infinera Board. As a first step, the Infinera Board instructed Centerview to contact selected financial sponsors (chosen at the discretion of Infinera management with assistance from Centerview) that were likely to have an interest in pursuing, and the capability to successfully consummate, a transaction with Infinera. The Infinera Board also discussed the past conversations between Messrs. Heard and Guillén, and the possibility that Nokia could have an interest in a transaction with Infinera. In addition, the Infinera Board concluded that, as appropriate, Infinera management should continue to engage in discussions with other participants in the networking and communications infrastructure industry.

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On June 21, 2023, members of Infinera management, including Mr. Heard, met with representatives of Centerview to discuss various financial sponsors that were likely to have an interest in pursuing, and the capability to successfully consummate, a transaction with Infinera. Infinera management selected three financial sponsors (two of whom were among the financial sponsors who had expressed an interest in March 2023 in learning more about Infinera and its business). Although a fourth financial sponsor was identified as meriting serious consideration, it was ultimately determined not to contact that financial sponsor due to commercial contract considerations.

In the following weeks, at the direction of the Infinera Board, Centerview contacted the chosen financial sponsors concerning their respective interest in pursuing a potential strategic transaction with Infinera. Members of Infinera management gave presentations concerning Infinera and its business to each of these financial sponsors. In connection with these discussions, Infinera entered into confidentiality agreements with each of these financial sponsors. These confidentiality agreements contained customary “standstill” provisions restricting the respective financial sponsor from making public proposals with respect to the acquisition of Infinera without Infinera’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Infinera’s execution of a definitive agreement with a third party to acquire more than 50 percent of Infinera’s outstanding equity securities). These confidentiality agreements did not: (1) restrict the applicable financial sponsor, at any time, from making confidential acquisition proposals to the Infinera Board; or (2) include “don’t ask, don’t waive” or similar provisions prohibiting the applicable financial sponsor from requesting that Infinera release the applicable financial sponsor from its “standstill” restrictions.

In July 2023, Messrs. Heard and Guillén spoke again, and continued their prior conversations about: (1) the importance of scale in the networking and communications infrastructure industry; and (2) how a significant transaction between Nokia and Infinera could create additional scale for both businesses. Beyond these matters, Messrs. Heard and Guillén did not discuss specifics of a transaction between Nokia and Infinera.

By August 2023, Infinera had received feedback from all three financial sponsors that each was not interested in pursuing an acquisition of, or other significant transaction with, Infinera. In general terms, each financial sponsor expressed its belief that Infinera: (1) was well-managed and (2) there were not significant opportunities to unlock value that were not already being pursued by Infinera management.

On September 13, 2023, during a regularly scheduled meeting of the Infinera Board, the Infinera Board received an update on the work undertaken in connection with the pursuit of a strategic transaction, including: (1) the results of Infinera’s discussions with the three financial sponsors; and (2) the discussions between Nokia and Infinera.

In October 2023, after evaluating PJT Partners’ qualifications, expertise and reputation, as well as its knowledge of Infinera’s business and industry, Nokia management retained PJT Partners to serve as its financial adviser.

On October 2, 2023, Messrs. Heard and Guillén met for lunch at Mr. Guillén’s request. During this meeting, Mr. Guillén stated that Nokia was ready to explore, on a more serious and formal nature, a significant transaction between Nokia and Infinera, and asked that Infinera work with Nokia to see if an acceptable transaction could be reached.

On October 4, 2023, Infinera and a subsidiary of Nokia entered into a confidentiality agreement. This confidentiality agreement did not contain a “standstill” provision.

On October 20, 2023, during a regularly scheduled meeting of the Infinera Board, the Infinera Board received an update on the work undertaken in connection with the pursuit of a strategic transaction,

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including the upcoming meeting between members of Infinera management and members of Nokia management.

On October 23, 2023, and October 24, 2023, at the request of Nokia, members of Nokia management, including Mr. Guillén, and members of Infinera management, including Mr. Heard, met in person to discuss Infinera’s business. During this discussion, members of Infinera management expressed their perspective on the opportunities available to Nokia should it acquire Infinera, including the potential synergies. Nokia did not make a specific transaction proposal at this meeting.

On November 1, 2023, Messrs. Heard and Guillén spoke. During this conversation, Mr. Guillén confirmed Nokia’s interest in continuing to discuss a possible significant transaction with Infinera.

On November 20, 2023, Messrs. Heard and Guillén spoke. During this conversation, Mr. Guillén again confirmed Nokia’s interest in continuing to discuss a possible significant transaction with Infinera.

On November 23, 2023, Messrs. Heard and Guillén spoke. During this conversation, each shared contact information for the financial adviser retained by their respective companies, after which each directed their respective financial advisers to convene a discussion regarding structures of a potential transaction, amongst other related topics.

On November 27, 2023, representatives of Centerview spoke with representatives of PJT Partners, Nokia’s financial advisor. During this call, the representatives of Centerview conveyed (as previously discussed with the Infinera Board) Infinera’s preference, due to the strategic benefits and value creation opportunity, for an acquisition of all of Infinera by Nokia rather than an acquisition of specific assets, but the representatives of Centerview made clear that Infinera was willing to discuss a variety of transaction structures with Nokia.

On November 28, 2023, representatives of PJT Partners provided representatives of Centerview with an initial set of due diligence questions concerning Infinera.

On November 30, 2023, representatives of Centerview spoke with representatives of PJT Partners to discuss the due diligence questions and make plans for meetings between members of each of Infinera management and Nokia management. The representatives of Centerview: (1) conveyed that Infinera would expect Nokia’s feedback on transaction terms (specifically with regard to consideration and share price, structure and timing) following these meetings; and (2) emphasized that an acquisition of all of Infinera remained Infinera’s preference.

On December 1, 2023, Messrs. Heard and Guillén spoke about the status of Nokia’s consideration of a potential strategic transaction with Infinera.

On December 5, 2023, Nokia and Infinera entered into a second confidentiality agreement. This confidentiality agreement contained customary “standstill” provisions restricting Nokia from making public proposals with respect to the acquisition of Infinera without Infinera’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Infinera’s execution of a definitive agreement with a third party to acquire more than 50 percent of Infinera’s outstanding equity securities). This confidentiality agreement did not: (1) restrict Nokia, at any time, from making confidential acquisition proposals to the Infinera Board; or (2) include “don’t ask, don’t waive” or similar provisions prohibiting Nokia from requesting that Infinera release Nokia from its “standstill” restrictions. This confidentiality agreement replaced the confidentiality agreement entered into in October 2023.

On December 6, 2023, Messrs. Heard and Guillén met for breakfast and to discuss the status of Nokia’s consideration of a potential strategic transaction with Infinera.

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On December 7, 2023, members of Infinera management, including Mr. Heard, gave a presentation to members of Nokia management, including Mr. Guillén. This presentation provided Nokia with information about Infinera and its business and prospects, as well as responses to the due diligence questions received from Nokia. Representatives of each of Centerview and PJT Partners attended this meeting.

On December 12, 2023, representatives of each of Centerview and PJT Partners, at the direction of Infinera and Nokia, respectively, discussed the status of Nokia’s consideration of a potential strategic transaction with Infinera, along with the structure of potential consideration to be offered by Nokia.

On December 13, 2023, during a regularly scheduled meeting of the Infinera Board, the status of Infinera’s review of strategic alternatives was discussed. Present for this discussion were members of Infinera management and representatives of Centerview. The representatives of Centerview discussed Nokia’s interest in continuing to explore a possible transaction with Infinera, as well as the strategic rationale for an acquisition. Mr. Heard reminded the Infinera Board of his conversations with Mr. Guillén, and of the meetings that Infinera management had with Nokia management. Alternatives to a potential strategic transaction with Nokia were discussed, and the Infinera Board concluded that alternatives should continue to be pursued.

On December 19, 2023, at the direction of the Infinera Board, representatives of Centerview contacted an executive of a strategic industry participant (referred to as “Strategic C”) to discuss the state of the networking and communications infrastructure industry and potential interest by Strategic C in a strategic transaction with Infinera.

On December 21, 2023, Messrs. Heard and Guillén spoke about the status of Nokia’s consideration of a potential strategic transaction with Infinera.

On January 4, 2024, representatives of PJT Partners provided representatives of Centerview with additional due diligence questions concerning Infinera.

On January 9, 2024, Infinera responded to the additional due diligence questions from Nokia.

On January 11, 2024, Messrs. Heard and Guillén met for dinner and to discuss the status of Nokia’s consideration of a potential strategic transaction with Infinera.

On January 15, 2024, Messrs. Heard and Guillén spoke. During this discussion, Mr. Guillén stated that Nokia was accelerating its work in connection with considering a transaction with Infinera.

On January 17, 2024, members of Infinera management, including Mr. Heard, met with senior executives of Strategic C to provide an overview of Infinera and its business and prospects. Representatives of Centerview were also in attendance. At this meeting, the parties principally focused on a transaction involving a combination of the manufacturing assets of Infinera and Strategic C, and how such a transaction could benefit both companies. The discussions with Strategic C occurred pursuant to an existing confidentiality agreement that did not contain a “standstill” provision.

Also on January 17, 2024, representatives of Centerview spoke with representatives of PJT Partners concerning the status of Nokia’s consideration of a potential strategic transaction with Infinera, as well as to organize site visits to Infinera’s facilities by representatives of Nokia.

On January 19, 2024, representatives of Strategic C provided representatives of Centerview with a set of due diligence questions concerning Infinera.

On January 23, 2024, representatives of Centerview spoke with representatives of Strategic C about Strategic C’s due diligence of Infinera and the status of Strategic C’s interest in a strategic transaction with Infinera.

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On January 25, 2024, during a regularly scheduled meeting of the Infinera Board, the Infinera Board discussed the status of discussions with Nokia and other potential strategic transaction counterparties.

On January 26, 2024, Infinera responded to the due diligence questions from Strategic C.

On January 31, 2024, Messrs. Heard and Guillén spoke. Mr. Guillén informed Mr. Heard that Nokia remained interested in a transaction with Infinera but needed additional time to evaluate that transaction.

On February 2, 2024, representatives of Centerview spoke with representatives of Strategic C about the status of Strategic C’s interest in a strategic transaction with Infinera.

On February 7, 2024, and February 8, 2024, representatives of Nokia toured Infinera’s manufacturing and packaging facilities in Pennsylvania and California.

On February 12, 2024, Messrs. Heard and Guillén spoke about Nokia’s perceptions of Infinera’s manufacturing and packaging facilities.

Also on February 12, 2024, representatives of Centerview spoke with representatives of PJT Partners about the status of Nokia’s consideration of a potential strategic transaction with Infinera.

On February 14, 2024, members of Infinera management met with senior executives of Strategic C to further discuss transactions and partnerships in which Infinera and Strategic C could engage, as well as the due diligence information provided by Infinera.

Also on February 14, 2024, representatives of PJT Partners discussed the status of Nokia’s consideration of a potential strategic transaction with Infinera with representatives of Centerview. During this conversation, the representatives of PJT Partners stated that Nokia needed additional time to complete its analysis of a potential strategic transaction with Infinera.

On February 21, 2024, Infinera responded to additional due diligence questions raised by Strategic C during the meeting on February 14, 2024.

Also on February 21, 2024, representatives of Centerview spoke with representatives of Strategic C about the status of Strategic C’s interest in a strategic transaction with Infinera. By this time, it had become clear that Strategic C was not pursuing a transaction with Infinera with urgency.

On February 23, 2024, the Strategic Committee met. Also in attendance were Mr. Milbury, other members of Infinera management and representatives of each of Wilson Sonsini and Centerview. The representatives of Centerview provided an update on the status of discussions with Nokia and Strategic C. As part of this discussion, the representatives of Centerview: (1) offered their perspective that Nokia remained engaged in considering a potential strategic transaction with Infinera; and (2) expressed their belief that both Nokia and Strategic C would express additional perspectives on their interest in pursuing a transaction with Infinera by mid-March 2024. The Strategic Committee discussed the possibility of contacting other counterparties concerning their interest in a transaction with Infinera. Various risks of such contacts were identified and discussed, including: (1) the potential for public speculation that Infinera was pursuing a strategic transaction; (2) management and employee distraction; (3) other adverse impacts on Infinera’s business; and (4) the lack of acquisition interest expressed by counterparties to date. In light of the status of discussions with Nokia and the potential for adverse impacts on Infinera, the Strategic Committee determined not to contact additional counterparties at that time.

Throughout March 2024, Nokia retained PricewaterhouseCoopers LLP and Skadden to perform preliminary due diligence of Infinera based on publicly available information. During this time, members of the Nokia Board liaised internally to discuss a potential transaction with Infinera.

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On March 15, 2024, representatives of Centerview spoke with representatives of PJT Partners concerning the status of Nokia’s consideration of a potential strategic transaction with Infinera. During this conversation, the representatives of PJT Partners, at the direction of Nokia, stated that Nokia was in the final stages of preparing a proposal to acquire Infinera. Messrs. Heard and Guillén also spoke on March 15, 2024, and Mr. Guillén delivered a similar message.

On or about March 22, 2024, a senior executive of a financial sponsor (“Sponsor 1”) contacted Dr. David Welch, Infinera’s founder and Chief Innovation Officer and a member of the Infinera Board, to discuss Sponsor 1’s interest in pursuing discussions regarding a potential strategic transaction with Infinera and receiving access to confidential information in order to learn more about Infinera’s business. Dr. Welch stated that he would relay this conversation to the appropriate people at Infinera. Sponsor 1 had been a participant in the Prior Strategic Review Process, and the parties had spoken infrequently (and then only in general terms) following the conclusion of the Prior Strategic Review Process.

On March 25, 2024, members of Nokia management and representatives of each of PJT Partners and Skadden held a teleconference to address questions from Nokia management regarding strategy for discussing the potential transaction with Infinera management, as well as the risks and deal protection issues, associated with such a transaction.

Also on March 25, 2024, Mr. Guillén informed Mr. Heard that Nokia would soon be submitting a proposal to acquire Infinera.

On March 26, 2024, Nokia provided a non-binding written proposal to acquire Infinera for $6.00 in cash per share of Infinera Common Stock (the “Initial Nokia Proposal”). The Initial Nokia Proposal did not mention potential individual roles or employment arrangements for members of Infinera management with Nokia following an acquisition. On March 26, 2024, Infinera Common Stock closed trading at $5.10 per share.

Also on March 26, 2024, members of Infinera management, including Mr. Heard, and representatives of Sponsor 1 spoke about Sponsor 1’s interest in a potential strategic transaction with Infinera, including a significant investment in, or an acquisition of, Infinera. The representatives of Sponsor 1 stated that Sponsor 1 had done significant work prior to this discussion and wanted to engage in more detailed due diligence ahead of submitting a formal transaction proposal.

Also on March 26, 2024, following Infinera’s receipt of the Initial Nokia Proposal, representatives of each of PJT Partners and Centerview, at the direction of Nokia and Infinera, respectively, spoke about the Initial Nokia Proposal.

On March 27, 2024, the Strategic Committee met. Also in attendance were Mr. Milbury, other members of Infinera management and representatives of each of Wilson Sonsini and Centerview. The representatives of Centerview: (1) provided an update on the status of discussions with potential counterparties to a strategic transaction with Infinera; and (2) presented preliminary financial analyses of the Initial Nokia Proposal. Mr. Heard informed the Strategic Committee of his discussion with representatives of each of Strategic C and Sponsor 1. The Strategic Committee discussed: (1) the Initial Nokia Proposal (including synergies associated with an acquisition of Infinera by Nokia); and (2) considerations related to an acquisition of the Company by a strategic industry participant or by a financial sponsor, including (a) the likely ability of a strategic industry participant to pay more given the synergies in a transaction; and (b) the current state of the debt markets and how that could impact a financial sponsor’s ability to consummate a transaction. The Strategic Committee noted that Sponsor 1 could impose a competitive dynamic on discussions with Nokia, and that dynamic could be to Infinera’s advantage. The Strategic Committee instructed the representatives of Centerview to prepare additional materials concerning possible responses to the Initial Nokia Proposal for discussion with the Infinera Board.

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On March 28, 2024, representatives of Strategic C informed representatives of Centerview that Strategic C: (1) was continuing to analyze possible transactions with Infinera; and (2) would get back in contact with Infinera or Centerview when and if appropriate.

On March 29, 2024, during a regularly scheduled meeting of the Infinera Board, the Initial Nokia Proposal was discussed. Present for this discussion were members of Infinera management and representatives of each of Wilson Sonsini and Centerview. The representatives of Centerview: (1) provided an update on the status of discussions with potential counterparties to a strategic transaction with Infinera; (2) presented preliminary financial analyses of the Initial Nokia Proposal; and (3) described possible counterproposals to be made to Nokia, including ways that Infinera could seek to capture more of the expected synergies from the acquisition for the benefit of Infinera stockholders. Mr. Heard informed the Infinera Board of his discussion with representatives of each of Strategic C and Sponsor 1. The members of Infinera management discussed, in general terms, a long-term financial and operating plan for Infinera for fiscal year 2024 through fiscal year 2028, as well as business, competitive and industry considerations to achieving or exceeding the financial results in that operating plan. The Infinera Board discussed: (1) the Initial Nokia Proposal and possible counterproposals; (2) considerations related to an acquisition of the Company by a strategic acquirer or by a financial sponsor, including (a) the likely ability of a strategic acquirer to pay more given the synergies in a transaction; and (b) the current state of the debt markets and how that could impact a financial sponsor’s ability to consummate a transaction; and (3) possible responses to Sponsor 1. The Infinera Board: (1) determined to make a counterproposal for Nokia to acquire Infinera for $8.25 per share of Infinera common stock, with the acquisition structured to include a portion of the consideration payable in the form of Nokia Shares (the “Initial Infinera Counterproposal”); (2) instructed the representatives of Centerview to inform representatives of Nokia of the Initial Infinera Counterproposal; and (3) determined to engage with Sponsor 1 concerning a possible strategic transaction, including by entering into a confidentiality agreement with Sponsor 1.

On April 1, 2024, Infinera and Sponsor 1 entered into a second confidentiality agreement. This confidentiality agreement contained customary “standstill” provisions restricting Sponsor 1 from making public proposals with respect to the acquisition of Infinera without Infinera’s prior consent (which restrictions would terminate upon the occurrence of, among other things, Infinera’s execution of a definitive agreement with a third party with respect to a change-of-control transaction with Infinera). This confidentiality agreement did not: (1) restrict Sponsor 1, at any time, from making confidential acquisition proposals to the Infinera Board; or (2) include “don’t ask, don’t waive” or similar provisions prohibiting Sponsor 1 from requesting that Infinera release Sponsor 1 from its “standstill” restrictions.

On April 1, 2024, as instructed by the Infinera Board, representatives of Centerview informed representatives of PJT Partners of the Initial Infinera Counterproposal and discussed various preliminary financial analyses with respect to the terms of the Initial Infinera Counterproposal.

On April 2, 2024, representatives of each of PJT Partners and Skadden and members of Nokia management discussed the Initial Infinera Counterproposal.

On April 7, 2024, representatives of Centerview spoke with representatives of PJT Partners. During this discussion, the representatives of PJT Partners expressed Nokia’s continued interest in an acquisition of Infinera and willingness to include stock consideration in the transaction. The representatives of PJT Partners relayed Nokia’s concern regarding the valuation gap between the Initial Nokia Proposal and the Initial Infinera Counterproposal.

On April 8, 2024, Messrs. Heard and Guillén spoke. During this conversation, Mr. Guillén expressed Nokia’s continued interest in an acquisition of Infinera, and noted the valuation gap between the Initial Nokia Proposal and the Initial Infinera Counterproposal.

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Later on April 8, 2024, the Strategic Committee met. Also in attendance were Mr. Milbury, other members of Infinera management and representatives of each of Wilson Sonsini and Centerview. The Strategic Committee discussed the recent conversations between representatives of Centerview and representatives of Nokia, and between Messrs. Heard and Guillén. The Strategic Committee: (1) determined not to revise the Initial Infinera Counterproposal; and (2) instructed the representatives of Centerview to convey that determination to representatives of Nokia.

On April 9, 2024, as instructed by the Strategic Committee, representatives of Centerview informed representatives of PJT Partners that Infinera would not revise the Initial Infinera Counterproposal. The representatives of Centerview invited Nokia to improve the terms of the Initial Nokia Proposal and reiterated that the inclusion of Nokia Shares would strengthen Nokia’s acquisition proposal.

On April 10, 2024, members of Infinera management, including Mr. Heard, gave a presentation to representatives of Sponsor 1. This presentation provided Sponsor 1 with information about Infinera and its business and prospects.

On April 11, 2024, representatives of PJT Partners provided representatives of Centerview with additional due diligence questions concerning Infinera.

On April 15, 2024, members of Infinera management, including Mr. Heard, and representatives of Centerview met with members of Nokia management, including Mr. Guillén, and representatives of PJT Partners to discuss Infinera’s responses to the additional due diligence questions from Nokia.

On April 18, 2024, representatives of PJT Partners informed representatives of Centerview that Nokia was still engaged in internal discussions on transaction terms and would respond with its thoughts on a revised offer.

On April 22, 2024, representatives of each of Centerview and Sponsor 1 spoke about Sponsor 1’s ongoing interest in a potential strategic transaction with Infinera and desire for additional due diligence information. Following this discussion, Sponsor 1 provided representatives of Centerview with due diligence questions concerning Infinera.

On April 23, 2024, representatives of PJT Partners, at the direction of Nokia, orally informed representatives of Centerview that Nokia was willing to increase its proposal to acquire Infinera to $6.30 in cash per share of Infinera Common Stock (the “Revised Nokia Proposal”). As part of this discussion, at the direction of Nokia, the representatives of PJT Partners expressed Nokia’s willingness to make a portion of the consideration payable in the form of Nokia Shares but made clear that such portion would represent a minority of the aggregate consideration. Potential individual roles or employment arrangements for members of Infinera management with Nokia following an acquisition were not discussed or mentioned during this discussion. On April 23, 2024, Infinera Common Stock closed trading at $4.89 per share.

On April 30, 2024, the Strategic Committee met. Also in attendance were members of Infinera management and representatives of each of Wilson Sonsini and Centerview. The representatives of Centerview: (1) reviewed the analyses of strategic alternatives and other transaction identification work undertaken by Infinera in the recent past; (2) provided an update on the status of discussions with Nokia and Sponsor 1; and (3) presented preliminary financial analyses of the Revised Nokia Proposal. The members of Infinera management presented a draft long-term financial and operating plan for Infinera for the fiscal year 2024 through fiscal year 2028. The Strategic Committee discussed that operating plan, as well as business, competitive and industry challenges to achieving the forecasted results. After discussing the Revised Infinera Proposal, the Strategic Committee concluded to make a counterproposal for Nokia to acquire Infinera for $7.00 per share of Infinera Common Stock, with the acquisition structured to include an equal mixture of cash and Nokia Shares (the “Revised Infinera