Nokia Annual Report on Form 20-F 2024

As filed with the Securities and Exchange Commission on 13 March 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 December 2024

Commission file number 1-13202

Nokia Corporation

(Exact name of Registrant as specified in its charter)

Republic of Finland

(Jurisdiction of incorporation)

Karakaari 7 FI-02610 Espoo, Finland

(Address of principal executive offices)

Johanna Mandelin, Global Head of Corporate Legal, Telephone: +358 (0) 104 488 000, Facsimile: +358 (0) 104 481 002,

Karakaari 7, FI-02610 Espoo, Finland

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares	NOK	New York Stock Exchange
Shares		New York Stock Exchange(1)

(1)   Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report. Shares: 5 605 850 345.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes ☒	No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.	Yes ☐	No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for<br><br>such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes ☒	No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T<br><br>(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).	Yes ☒	No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth<br><br>company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act.<br><br>(Check one):
Large accelerated filer  ☒	Accelerated filer ☐
---	---
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐			Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting<br><br>under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.	☒
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of<br><br>an error to previously issued financial statements.	☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s<br><br>executive officers during the relevant recovery period pursuant to §240.10D-1(b).	☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:			U.S. GAAP ☐
---
International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
Other ☐		If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.	Item 17 ☐	Item 18 ☐
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If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	Yes ☐	No ☒

Cross-reference table to Form 20-F

Form 20-F<br><br>Item Number		Form 20-F Heading	Section in Document
ITEM	1	IDENTITY OF DIRECTORS, SENIOR<br><br>MANAGEMENT AND ADVISERS	N/A
ITEM	2	OFFER STATISTICS AND EXPECTED<br><br>TIMETABLE	N/A
ITEM	3	KEY INFORMATION
	3A	[Reserved]
	3B	Capitalization and Indebtedness	N/A
	3C	Reasons for the Offer and Use of Proceeds	N/A
	3D	Risk Factors	Operating and financial review and prospects—Risk factors
ITEM	4	INFORMATION ON THE COMPANY
	4A	History and Development of the Company	Cover page; Business overview; Introduction and use of certain terms; Business overview—Our history; Operating and financial review and prospects—Liquidity and capital<br><br>resources; Operating and financial review and prospects—Shares and shareholders—Shares and share capital; General facts on Nokia—Alternative performance measures;<br><br>Operating and financial review and prospects—Significant subsequent events; Other information—Investor information
	4B	Business Overview	Business overview—Nokia in 2024; Business overview—Our strategy; Business Overview—Business groups; Operating and financial review and prospects— Operating and<br><br>financial review—Results of segments; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate information; Financial statements—<br><br>Notes to the consolidated financial statements—Note 2.2. Segment information; Financial statements—Notes to the consolidated financial statements—Note 2.6.<br><br>Discontinued operations; General facts on Nokia—Government regulation
	4C	Organizational Structure	Business overview—Nokia in 2024; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate information; Financial statements—Notes to<br><br>the consolidated financial statements—Note 2.2. Segment information;  Financial statements—Notes to the consolidated financial statements—Note 2.6. Discontinued<br><br>operations; Financial statements—Notes to the consolidated financial statements—Note 6.2. Principal Group companies; Financial statements—Notes to the consolidated<br><br>financial statements—Note 6.3. Significant partly-owned subsidiaries
	4D	Property, Plants and Equipment	Financial statements—Notes to the consolidated financial statements—Note 4.2. Property, plant and equipment; Financial statements—Notes to the consolidated financial<br><br>statements—Note 4.3. Leases; Business overview—Supply chain, sourcing and manufacturing
	4A	UNRESOLVED STAFF COMMENTS	None
ITEM	5	OPERATING AND FINANCIAL REVIEW AND<br><br>PROSPECTS
	5A	Operating Results	Business overview—Our strategy; General facts on Nokia—Government regulation;  Financial statements—Notes to the consolidated financial statements—Section 2. Results<br><br>for the year; Financial statements—Notes to the consolidated financial statements—Note 5.4. Financial risk management; Operating and financial review and prospects—<br><br>Operating and financial review
	5B	Liquidity and Capital Resources	Operating and financial review and prospects—Liquidity and capital resources; Financial statements—Notes to the consolidated financial statements—Note 5.2. Financial<br><br>assets and liabilities; Financial statements—Notes to the consolidated financial statements—Note 5.3. Derivative and firm commitment assets and liabilities; Financial<br><br>statements—Notes to the consolidated financial statements—Note 6.1. Commitments, contingencies and legal proceedings; Financial statements—Notes to the<br><br>consolidated financial statements—Note 5.4. Financial risk management
	5C	Research and Development, Patents and<br><br>Licenses etc.	Business overview—Our strategy; Business overview—Business groups—Nokia Technologies; Operating and financial review and prospects—Results of operations; Operating<br><br>and financial review and prospects—Results of segments
	5D	Trend Information	Business overview—Nokia in 2024; Business overview—Our strategy
	5E	Critical Accounting Estimates	N/A
ITEM	6	DIRECTORS, SENIOR MANAGEMENT AND<br><br>EMPLOYEES
	6A	Directors and senior management	Corporate governance—Corporate Governance Statement
	6B	Compensation	Corporate governance—Remuneration; Financial statements—Notes to the consolidated financial statements—Note 6.4. Related party transactions; Financial Statements—<br><br>Notes to the consolidated financial statements—Note 3.2. Remuneration of key management; Financial statements—Notes to the consolidated financial statements—Note<br><br>3.3. Share-based payments
	6C	Board Practices	Corporate governance—Corporate governance statement; Corporate governance—Remuneration—Remuneration governance
Form 20-F<br><br>Item Number		Form 20-F Heading	Section in Document
---	---	---	---
	6D	Employees	Business Overview—Nokia in 2024; Operating and financial review and prospects—Operating and financial review—Results of operations—Cost savings program;  Financial<br><br>statements—Notes to the consolidated financial statements— Note 3.1. Summary of personnel expenses
	6E	Share Ownership	Corporate governance—Remuneration—Remuneration Report 2024; Corporate governance—Corporate governance statement; Financial statements—Notes to the<br><br>consolidated financial statements—Note 3.3. Share-based payments
	6F	Disclosure of a registrant’s action to<br><br>recover erroneously awarded<br><br>compensation	N/A
ITEM	7	MAJOR SHAREHOLDERS AND RELATED<br><br>PARTY TRANSACTIONS
	7A	Major Shareholders	Operating and financial review and prospects—Shares and shareholders
	7B	Related Party Transactions	Financial statements—Notes to the consolidated financial statements—Note 6.4. Related party transactions
	7C	Interests of Experts and Counsel	N/A
ITEM	8	FINANCIAL INFORMATION
	8A	Consolidated Statements and Other<br><br>Financial Information	Financial statements; Reports of independent registered public accounting firm; Operating and financial review and prospects—Shares and shareholders—Dividend and<br><br>share buybacks; Financial statements—Notes to the consolidated financial statements—Note 6.1. Commitments, contingencies and legal proceedings
	8B	Significant Changes	Operating and financial review and prospects—Significant subsequent events; Financial statements—Notes to the consolidated financial statements—Note 6.5. Subsequent<br><br>events
ITEM	9	THE OFFER AND LISTING
	9A	Offer and Listing Details	Operating and financial review and prospects—Shares and shareholders; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate<br><br>information; Other information—Investor information—Stock exchanges
	9B	Plan of Distribution	N/A
	9C	Markets	Operating and financial review and prospects—Shares and shareholders; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate<br><br>information; Other information—Investor information—Stock exchanges
	9D	Selling Shareholders	N/A
	9E	Dilution	N/A
	9F	Expenses of the Issue	N/A
ITEM	10	ADDITIONAL INFORMATION
	10A	Share capital	N/A
	10B	Memorandum and Articles of Association	Operating and financial review and prospects—Articles of Association; Other information—Exhibits
	10C	Material Contracts	N/A
	10D	Exchange Controls	General facts on Nokia—Controls and procedures—Exchange controls
	10E	Taxation	General facts on Nokia—Taxation
	10F	Dividends and Paying Agents	N/A
	10G	Statement by Experts	N/A
	10H	Documents on Display	Other information—Investor information—Documents on display
	10I	Subsidiary Information	N/A
	10J	Annual Report to Security Holders	N/A
ITEM	11	QUANTITATIVE AND QUALITATIVE<br><br>DISCLOSURES ABOUT MARKET RISK	Business overview—Our strategy; Operating and financial review and prospects—Risk factors—Financial and tax-related uncertainties; Financial statements—Notes to the<br><br>consolidated financial statements—Note 5.4. Financial risk management; Financial statements—Notes to the consolidated financial statements—Note 4.5. Trade receivables<br><br>and other customer-related balances
ITEM	12	DESCRIPTION OF SECURITIES OTHER THAN<br><br>EQUITY SECURITIES
Form 20-F<br><br>Item Number		Form 20-F Heading	Section in Document
---	---	---	---
	12A	Debt Securities	N/A
	12B	Warrants and Rights	N/A
	12C	Other Securities	N/A
	12D	American Depositary Shares	General facts on Nokia—American Depositary Shares; Introduction and use of certain terms
ITEM	13	DEFAULTS, DIVIDEND ARREARAGES AND<br><br>DELINQUENCIES	None
ITEM	14	MATERIAL MODIFICATIONS TO THE RIGHTS<br><br>OF SECURITY HOLDERS AND USE OF<br><br>PROCEEDS	None
ITEM	15	CONTROLS AND PROCEDURES	Corporate governance—Corporate governance statement—Risk management, internal control and internal audit functions at Nokia; General facts on Nokia—Controls and<br><br>procedures;  Reports of independent registered public accounting firm
ITEM	16	[Reserved]
	16A	AUDIT COMMITTEE FINANCIAL EXPERT	Corporate governance—Corporate governance statement—Board of Directors—Committees of the Board of Directors
	16B	CODE OF ETHICS	Corporate governance—Corporate governance statement—Regulatory Framework; Operating and financial review and prospects—Business integrity; Other information—<br><br>Exhibits
	16C	PRINCIPAL ACCOUNTANT FEES AND<br><br>SERVICES	Corporate governance—Corporate governance statement—Auditor fees and services; Corporate governance—Corporate governance statement—Audit Committee pre-<br><br>approval policies and procedures
	16D	EXEMPTIONS FROM THE LISTING<br><br>STANDARDS FOR AUDIT COMMITTEES	None
	16E	PURCHASES OF EQUITY SECURITIES BY THE<br><br>ISSUER AND AFFILIATED PURCHASERS	Operating and financial review and prospects—Shares and shareholders—Purchases of equity securities by the Company and affiliated purchasers<br><br>Corporate Governance—Remuneration
	16F	CHANGE IN REGISTRANT’S CERTIFYING<br><br>ACCOUNTANT	N/A
	16G	CORPORATE GOVERNANCE	Corporate governance—Corporate governance statement—Regulatory framework
	16H	MINE SAFETY DISCLOSURE	None
	16I	DISCLOSURE REGARDING FOREIGN<br><br>JURISDICTIONS THAT PREVENT<br><br>INSPECTIONS	N/A
	16J	INSIDER TRADING POLICIES	Corporate governance—Corporate governance statement—Main procedures relating to insider administration; Other information—Exhibits
	16K	CYBERSECURITY	Corporate governance—Corporate Governance Statement—Risk management, internal control and internal audit functions at Nokia; Corporate governance<br><br>statement—Main corporate governance bodies of Nokia—Board of Directors—Board oversight of cybersecurity; Operating and financial review and prospects—Risk factors—<br><br>Risks impacting our competitiveness
ITEM	17	FINANCIAL STATEMENTS	Financial statements
ITEM	18	FINANCIAL STATEMENTS	Financial statements
ITEM	19	EXHIBITS	Other information—Exhibits

Forward-looking statements

Certain statements contained in this report constitute

“forward-looking statements.” Forward-looking statements

provide Nokia's current expectations of future events and

trends based on certain assumptions and include any

statement that does not directly relate to any current or

historical fact. The words “believe,” “expect,” “expectations,”

“anticipate,” “foresee,” “see,” “target,” “estimate,” “designed,”

“aim,” “plan,” “intend,” “influence,” “assumption,” “focus,”

“continue,” “project,” “should," "is to," "will,” "strive," "may,”

"could,” “forecast,” or similar expressions as they relate to us

or our management are intended to identify these forward-

looking statements, as well as statements regarding:

a)business strategies, projects, market expansion, growth

management, and future industry trends and megatrends

and our plans to address them;

b)future performance of our businesses and any future

distributions and dividends;

c)expectations and targets regarding financial performance,

results, operating expenses, cash flows, taxes, currency

exchange rates, hedging, cost savings and competitiveness,

as well as results of operations including targeted synergies

and those related to market share, prices, net sales, income

and margins;

d)expectations, plans, timelines or benefits related to our

ongoing transactions, investments and changes in our

organizational and operational structure;

e)market developments in our current and future markets

and their seasonality and cyclicality, including the

communications service provider market, as well as general

economic conditions, future regulatory developments and

the expected impact, timing and duration of potential global

pandemics and geopolitical conflicts on our businesses,

our supply chain, our customers’ businesses and the general

market and economic conditions;

f)our position in the market, including product portfolio

and geographical reach, and our ability to use the same

to develop the relevant business or market and maintain

our order pipeline over time;

g)any future collaboration or business collaboration

agreements or patent license agreements or arbitration

awards, including income from any collaboration or

partnership, agreement or award;

h)timing of the development and delivery of our products

and services;

i)the outcome of pending and threatened litigation,

arbitration, disputes, regulatory proceedings or

investigations by authorities;

j)restructurings, investments, capital structure optimization

efforts, divestments and our ability to achieve the

financial and operational targets set in connection

with any such restructurings, investments, and capital

structure optimization efforts including our ongoing

cost savings program;

k)future capital expenditures, temporary incremental

expenditures or other R&D expenditures to develop or

rollout new products; and

l)sustainability and corporate responsibility.

These statements are based on management’s best

assumptions and beliefs in light of the information currently

available to it and are subject to a number of risks and

uncertainties, many of which are beyond our control, which

could cause actual results to differ materially from such

statements. These statements are only predictions based

upon our current expectations and views of future events

and developments and are subject to risks and uncertainties

that are difficult to predict because they relate to events and

depend on circumstances that will occur in the future. Risks

and uncertainties that could affect these statements include

but are not limited to the risk factors specified under the

section “Risk factors” of this report and in our other filings or

documents furnished with the U.S. Securities and Exchange

Commission. Other unknown or unpredictable factors or

underlying assumptions subsequently proven to be incorrect

could cause actual results to differ materially from those

in the forward-looking statements. We do not undertake

any obligation to publicly update or revise forward-looking

statements, whether as a result of new information, future

events or otherwise, except to the extent legally required.

Introduction and use of certain terms

Nokia Corporation (“Parent Company”) is a public limited

liability company incorporated under the laws of the Republic

of Finland and registered to the Finnish Trade Register since

1896. In this Annual Report on Form 20-F, any reference to

“we,” “us,” “Nokia Group,” “the Group,” “the company” or

“Nokia” means Nokia Corporation and its consolidated

subsidiaries and generally Nokia’s continuing operations,

except where we separately specify that the term means

Nokia Corporation or a particular subsidiary or business

segment only or our discontinued operations. References to

“our shares,” matters relating to our shares or matters of

corporate governance refer to the shares and corporate

governance of Nokia Corporation.

Nokia Corporation has published its consolidated financial

statements in euro for periods beginning on or after 1 January

1999. In this Annual Report on Form 20-F, references to “EUR,”

“euro” or “€” are to the common currency of the European

Economic and Monetary Union, references to “dollars,”

“US dollars,” “USD” or “$” are to the official currency of the

United States, references to “Chinese yuan” or “CNY” are to

the official currency of the People’s Republic of China,

references to “INR” or “Indian rupee” are to the official

currency of the Republic of India and references to “GBP”

or “British pound” are to the official currency of the

United Kingdom.

Additional terms are defined in the "Glossary."

The information contained in, or accessible through, the

websites linked throughout this Annual Report on Form 20-F is

not incorporated by reference into this document and should

not be considered a part of this document.

Nokia Corporation furnishes Citibank, N.A., as Depositary,

with its consolidated financial statements and a related audit

opinion of our independent auditors annually. These financial

statements are prepared in accordance with IFRS Accounting

Standards as issued by the International Accounting Standards

Board (IASB) and as adopted by the European Union (EU).

In accordance with the rules and regulations of the SEC,

we do not provide a reconciliation of our consolidated financial

statements to the generally accepted accounting principles in

the US, or US GAAP.

We also furnish the Depositary with quarterly reports

containing unaudited financial information prepared in

accordance with IAS 34, Interim Financial Reporting, as well as

all notices of shareholders’ meetings and other reports and

communications that are made available generally to our

shareholders. The Depositary makes these notices, reports

and communications available for inspection by record holders

of American Depositary Receipts (ADRs), evidencing American

Depositary Shares (ADSs), and distributes to all record holders

of ADR notices of shareholders’ meetings received by

the Depositary.

In addition to the materials delivered to holders of ADRs by

the Depositary, holders can access our consolidated financial

statements, and other information included in our annual

reports and proxy materials, at nokia.com/financials. This

Annual Report on Form 20-F is also available at nokia.com/

financials as well as on Citibank’s website at https://

app.irdirect.net/company/49733/hotline/. Holders may also

request a hard copy of this annual report by calling the toll-free

number 1-877-NOKIA-ADR (1-877-665-4223), or by directing a

written request to Citibank, N.A., Shareholder Services, PO Box

43077, Providence, RI 02940-3081, United States. With each

annual distribution of our proxy materials, we offer our record

holders of ADRs the option of receiving all of these documents

electronically in the future.

Nokia Annual Report on Form 20-F 2024

Contents	1

In this report

Business overview	2
Nokia in2024	3
Letter from our President and CEO	8
Our customers	10
Our strategy	12
Our history	19
Business groups	21
Network Infrastructure	21
Mobile Networks	23
Cloud and Network Services	25
Nokia Technologies	27
Supply chain, sourcing and manufacturing	29
Corporate governance	31
Corporate governance statement	32
Remuneration	53
Operating and financial<br><br>review and prospects	69
Selected financial data	70
Operating and financial review	71
Business Integrity	83
Environment	89
Shares and shareholders	93
Articles of Association	97
Risk factors	99
Significant subsequent events	118		General facts on Nokia	119
---	---
American Depositary Shares	120
Controls and procedures	120
Government regulation	121
Sales in United States-sanctioned countries	121
Taxation	122
Key ratios	125
Alternative performance measures	126
Financial statements	129
Consolidated financial statements	130
Notes to the consolidated financial statements	135
Reports of independent registered public<br><br>accounting firm	192
Other information	195
Exhibits	196
Glossary	197
Investor information	200
Signatures	201

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	2

Business

overview

Nokia in2024	3
Letter from our President and CEO	8
Our customers	10
Our strategy	12
Our history	19
Business groups	21
Network Infrastructure	21
Mobile Networks	23
Cloud and Network Services	25
Nokia Technologies	27
Supply chain, sourcing and manufacturing	29

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	3

Nokia in 2024

z

We act

together,

to amplify

our impact

Each of our business groups brings technology leadership

and best-in-breed networking expertise. By working together

with our customers and our partners, we deliver outsized

impact for customers, for the advancement of technology,

and for the world.

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

This is what drives us. We put the world’s people, machines and devices in sync to create a more

sustainable, productive and accessible future.

This is the fundamental role we play at the heart of the digital world – and we’re not doing it by

ourselves. We believe that the digital services and applications of the future will be built through

collaboration. When businesses, technologies and innovators act together to build on each

other’s expertise, real transformation happens.

Pioneering networks that sense, think and act

As a B2B technology innovation leader, we are driving the next evolution of networking to enable

people, machines and devices to interact in real time, like never before.

Networks that sense, think and act bring superior performance, efficiency and adaptability

– exactly the secure, future-ready networking technology customers need to capture the

opportunities of digitalization, AI and cloud.

As a B2B technology innovation leader, we are pioneering networks that sense, think and act by

leveraging our work across mobile, fixed and cloud networks. In addition, we create value with

intellectual property and long-term research, led by the award-winning Nokia Bell Labs.

Delivering value for customers

We’re focused on driving business growth through the success of our customers – enabling

them to invest in secure, future-proof technology, simplify to reduce costs, expand into new

opportunity areas – and drive sustainable efficiency. When they succeed, we do too.

We bring three distinctive strengths that enable our customers to realize the full potential

of digital.

Trusted performance across all network domains

Delivering resilient, superior performance across all critical parts of the network, built on

cutting-edge innovations and high standards of security, sustainability and ethics.

Networks as platforms for automation and monetization

Enabling our customers to innovate and unlock new value by connecting to ecosystems of

applications and services, with next-generation networks that are AI-driven, autonomous

and programmable.

Truly open network architectures

Open architectures which seamlessly integrate into any customer or partner’s ecosystem

– across any server, CPU, RAN, cloud or software stack.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	4

Nokia in 2024 continued

Nokia in 2024

Financial highlights

Dividends paid	Share buyback program executed
EUR 714m	EUR 680m
For the year ended 31 December
---	---	---
m	2023	2022
Net sales	21 138	23 761
Gross profit	8 546	10 101
Gross margin	40.4%	42.5%
Operating profit	1 661	2 299
Operating margin	7.9%	9.7%
Profit from continuing operations	649	4 202
Profit for the year	679	4 259
Free cash flow(1)	665	873
Earnings per share from continuing operations, diluted	0.11	0.74
Earnings per share, diluted	0.12	0.75
Proposed dividend per share(2)	0.13	0.12
At 31 December
m	2023	2022
Net cash and interest-bearing financial investments(1)	4 323	4 767

All values are in Euros.

(1)Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,

refer to the “Alternative performance measures” section.

(2)The Board of Directors proposes to the Annual General Meeting to be authorized to decide in its discretion on the distribution of

an aggregate maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from the reserve for

invested unrestricted equity.

Innovation highlights

R&D investment since 2000

EUR 150bn+

Patent families declared as essential to 5G standard

7 000+

Nobel Prizes awarded for ground-breaking achievements

in global innovation

10

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	5

Nokia in 2024 continued

Global reach

Our technology solutions enable critical networks for communications service providers (CSPs) and enterprises around the world.

Countries of operation

~130

Average number of employees in 2024(1)

~78 400

(1)For continuing operations only.

Regional split of net sales (EURm)(1)

Regional split of employees(1)

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	6

Nokia in 2024 continued

Sustainability highlights for 2024

We have gathered a visual summary of our sustainability highlights and a view of our recognitions from external ratings organizations.

Share of suppliers achieving a satisfactory sustainability<br><br>score(1) from supplier performance evaluation(2)<br><br>%
(1)Based on aggregated weighted share.<br><br>(2)Based on Corporate Responsibility onsite audit programs, EcoVadis, CDP,<br><br>Conflict minerals.			ESG Rankings<br><br>and ratings	Score	Latest result
---	---	---	---
		Recognized as one of the 2025<br><br>World’s Most Ethical Companies(1)	2025 Mar
		Prime, B (A+/D-)	2025 Feb(2)
	Clean200™	31st out of 200	2025 Feb(2)
		#44	2025 Jan(2)
		11.1 (Low risk of experiencing<br><br>material financial impacts from<br><br>ESG factors)	2024 Oct
		AAA (AAA/CCC)	2024 Aug
		ESG Score 4.9/5.0	2024 Jun
		Top 1% - Platinum	2024 May
		A-(3)	2024 Feb(3)
		22 out of 60 companies	2024 Jan
(1)  “World’s Most Ethical Companies” and “Ethisphere” names and marks are<br><br>registered trademarks of Ethisphere LLC.<br><br>(2)  Refers to 2024 result, received in January/February 2025.<br><br>(3)  2024 final score pending, expected in April 2025.

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Nokia in 2024 continued

Our business groups

Nokia has four business groups with each of them aiming to become a technology and market leader in their respective sector.

	Network<br><br>Infrastructure
	Network Infrastructure delivers fixed<br><br>access, IP routing and optical transport<br><br>for business-critical and mission-critical<br><br>applications for CSP, enterprise and<br><br>webscale customers.
	Segment net<br><br>sales (EURm)
	-6%
	Segment<br><br>operating margin
	-300 bps
READ MORE ON PAGES21 TO 22 →

FEDERICO GUILLÉN

President,

Network Infrastructure

	Mobile<br><br>Networks
	Mobile Networks creates products<br><br>and services covering all 3GPP mobile<br><br>technology generations. Its portfolio<br><br>includes products for radio access<br><br>networks (RAN) and microwave radio<br><br>links for transport networks, solutions<br><br>for network management, as well as<br><br>network planning, optimization,<br><br>network deployment and technical<br><br>support services.
	Segment net<br><br>sales (EURm)
	-21%
	Segment<br><br>operating margin
	-210 bps
READ MORE ON PAGES 23 TO 24→

TOMMI UITTO

President,

Mobile Networks

	Cloud and<br><br>Network Services
	Cloud and Network Services provides<br><br>open, secure, automated and scalable<br><br>software and solutions that accelerate<br><br>the journey of service providers and<br><br>enterprises to autonomous networks<br><br>and new value creation.
	Segment net<br><br>sales (EURm)
	-6%
	Segment<br><br>operating margin
	+30 bps
READ MORE ON PAGES 25 TO 26→

RAGHAV SAHGAL

President, Cloud and

Network Services

	Nokia<br><br>Technologies
	Nokia Technologies is responsible for<br><br>managing Nokia’s patent portfolio and<br><br>monetizing Nokia’s intellectual property,<br><br>including patents and technologies.
	Segment net<br><br>sales (EURm)
	+78%
	Segment<br><br>operating margin
	+1 090 bps
READ MORE ON PAGES 27 TO 28 →

PATRIK HAMMARÉN

President,

Nokia Technologies

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Letter from our President and CEO

Repositioning

for growth

his was a year of good strategic execution in a

T

volatile market to achieve our full-year guidance

while pursuing growth opportunities in our focus

areas of data centers, private wireless and industrial

edge and defense.

Challenging market conditions in the first half of 2024 led to

PEKKA LUNDMARK,

PRESIDENT AND CEO

our full-year net sales declining, but we delivered a strong

finish to the year with improving net sales and excellent

profitability to achieve a full-year comparable operating

profit(1) of EUR 2.6 billion, at the mid-point of our guidance

of EUR 2.3 to 2.9 billion.

We delivered a strong cash performance throughout 2024,

ending with full-year free cash flow(1) of EUR 2.0 billion.

This means we have a strong balance sheet supporting

our business, with net cash and interest-bearing financial

investments(1) of EUR 4.9 billion at the end of the year,

even after returning EUR 1.4 billion to shareholders through

dividends and share buybacks. As a result, the Board is

proposing an increase in the dividend to EUR 0.14 per share

in respect of the financial year 2024.

“I’m proud of the work we have done in

re-establishing Nokia’s competitiveness

and technology leadership and in

positioning the company for growth.”

(1) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures

to the most directly comparable IFRS measure, refer to the ”Alternative

performance measures” section.

Nokia Annual Report on Form 20-F 2024

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Letter from our President and CEO continued

Gaining share and expanding into new markets

Thanks to improving market trends and the determination

of the Nokia team, we ended the year with excellent deal

momentum, gaining share in many key markets and winning

entirely new communication service provider (CSP) and

enterprise customers.

For instance, our Network Infrastructure business, which is

a market leader in fixed, IP and optical networks, secured a

strategic deal with AT&T to deploy next-generation fiber

broadband in the US. Network Infrastructure also continued

its expansion in the data center market, winning significant

deals including Microsoft, CoreWeave and Nscale, as well as

announcing new go-to-market partnerships with Kyndryl

and Lenovo.

Over the course of 2024, our Mobile Networks business won

12 new CSP and 9 new enterprise customers, as well as gained

share with 10 existing CSP customers. As a result, Mobile

Networks added 18 000 base station sites, on a net basis,

to build share in a challenging market with notable highlights,

including a large-scale commercial O-RAN rollout with Deutsche

Telekom in Germany. Mobile Networks also expanded its

AirScale portfolio with new market-leading, energy-efficient

Massive MIMO radios to support mobile traffic growth and

accelerate mass 5G rollouts.

Cloud and Network Services continued to rebalance its

portfolio and strengthen its technology leadership, ending the

year with 123 5G Standalone Core customers, the highest in

the industry. By the end of 2024 we also had a market-leading

850 private wireless customers.

Nokia Technologies filed a record-breaking 3 000 patents

in 2024 and passed the milestone of 7 000 patent families

essential to 5G. Our patent-licensing business successfully

concluded its smartphone renewal cycle and made further

progress in its growth areas of automotive, consumer

electronics, Internet of Things (IoT) and multimedia.

Strategic moves to accelerate growth

Nokia continued to lead the telecom industry’s transition to AI-

RAN, Cloud RAN and cloud-native core networks, helping CSPs

cloudify, automate and monetize their networks to capitalize

on the opportunities that AI and cloud are bringing.

We believe that programmable networks, through application

programming interfaces (APIs), are central to unlocking

monetization opportunities for our customers and partners.

As well as continuing to expand the reach of our Network as

Code platform, we acquired US tech firm Rapid’s technology

and R&D unit this year. This acquisition gives us the world’s

largest API hub, used by thousands of developers globally,

and strengthens our R&D capabilities. It also meant that by

the end of 2024, we had 48 network API partners, including

Orange, Telefonica and Google.

We also undertook significant strategic moves to accelerate

progress in our new focus areas of data centers, private

wireless and industrial edge, and defense.

For instance, the sale of the Submarine Networks business and

the acquisition of optical networking supplier Infinera have

reshaped our Network Infrastructure business around three

leading pillars, have strengthened our optical position,

particularly in the US, and will help to accelerate our progress

in the data center market. To support that ambition, at the

fourth quarter results, we announced our intention to invest up

to an additional EUR 100 million in annual operating expenses

in data center IP networking, with a view to driving incremental

net sales of EUR 1 billion by 2028.

Mobile Networks’ acquisition of tactical communications

specialist Fenix Group broadens our defense portfolio, and the

launch of Nokia 5G Banshee Flex Radio at the end of the year

is a sign of things to come as we start to apply our expertise

in fast, secure and reliable 5G connectivity to a range of

defense scenarios.

Looking ahead

Given the market volatility in 2024, our performance

demonstrated Nokia’s responsiveness and capacity to execute

in all market conditions. I am grateful to the Nokia team for

their commitment, hard work and drive in delivering on our

guidance and creating a strong foundation for growth this year.

This will be my last annual report as President and CEO of

Nokia. In February 2025 we announced a leadership transition,

with Justin Hotard becoming the next President and CEO

of Nokia on 1 April. I had earlier indicated to the Board

that I wanted to move on from executive roles when the

repositioning of the business was at a more advanced stage,

and when the right successor had been identified. With both

of those conditions met, I decided it is the right time to

step down.

I’m proud of the work we have done in re-establishing Nokia’s

competitiveness and technology leadership and in positioning

the company for growth.

It has been a privilege to lead Nokia and to have worked with

one of the best teams in the industry.

PEKKA LUNDMARK

PRESIDENT AND CEO

Nokia Annual Report on Form 20-F 2024

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Our customers

Our customers

We serve three customer segments: communications

service providers, enterprises and licensees.

Networks play an increasingly important role in the economy

and in society. As a result, we serve a growing number of

customers who provide critical services to end-users. We

distinguish two primary customer segments that we serve with

our hardware, software and services portfolio: communications

services providers and enterprises, including enterprise

verticals and webscalers. In addition, we license our intellectual

property to industries that benefit from our fundamental

innovations, primarily in the mobile devices, automotive,

consumer electronics and IoT industries.

Our analysis of the evolution of these segments is set out below.

1	Communications service providers (CSPs)

The CSPs estimated total addressable market (TAM)

declined 5% to EUR 86 billion from 2023 to 2024.

A communications service provider offers telecommunications

services such as voice and/or data services through fixed

and/or mobile connectivity to consumers, enterprises,

governments and other communications service providers.

Nokia maintains a consolidated view of the Nokia total

addressable market based on multiple external analyst reports,

customer and key competitor reported and announced insights

as well as Nokia internal insights. We estimate that in 2024, the

CSPs estimated total addressable market (excluding Russia and

Belarus) for Nokia was EUR 86 billion, having declined by 5%,

excluding the impact of changes in foreign currency exchange

rates from 2023 to 2024. This reduced spending was driven by

the macro-environment, high interest rates and inventory

ramp-down, although market dynamics started to improve in

the second half of 2024.

We expect it to grow moderately, at a 2% compound annual

growth rate (CAGR) between 2024 and 2029 excluding the

impact of changes in foreign currency exchange rates.

We expect that fixed wireless access, fiber, IP routing and

optical networks will grow faster than the overall CSP market,

driven by the continuous demand for higher speed access

technologies at homes and workplaces. We expect RAN

investments to remain in line with the overall CSP market,

as 5G adoption and expansion continues around the world.

The 5G cycle will also yield growth in software, namely in

5G Core and in all software segments supporting 5G operability

and monetization.

CSPs have kept their capital expenditure intensity flat, but

increased their earnings through automation, digitalization,

shifts in channel mix, outsourcing and asset sales. We expect

them to remain focused on the monetization of their

connectivity strengths and on cost optimization. They are

also considering divesting from passive infrastructure and

transitioning towards network sharing models. In areas where

the network is built for coverage, this might reduce demand

for network vendor equipment. We have also seen the first

examples of CSPs relying on webscalers to lead the transition

to cloud-based operational and business models. When

combined with open RAN standards that aim at splitting a base

transceiver station into subcomponents with open interfaces,

this may allow for new entrants into the market and increase

competition. Conversely, it should also serve to accelerate

innovation and create opportunities for market share gains

for those investing in the technology, including for Nokia.

Geopolitics and environmental criteria increasingly influence

investment and vendor decisions. Security and sovereignty

have become important factors across the vendor landscape.

Government-funded broadband initiatives also provide

additional funding for investments, for example in rural areas.

Sustainability considerations such as green energy use, energy

consumption reduction plans and circular economy approaches

also shift the criteria for vendor selection.

2	Enterprises

Enterprise estimated TAM grew by 4% to

EUR 25 billion from 2023 to 2024.

Enterprise TAM includes enterprise verticals and webscaler

markets. In 2024, the estimated enterprise TAM (excluding

Russia and Belarus) was EUR 25 billion, having grown by 4%

from 2023 to 2024, excluding the impact of changes in foreign

currency exchange rates. We forecast this market to grow

strongly, at 8% CAGR until 2029, excluding the impact of

changes in foreign currency exchange rates, with the private

wireless market reaching 22% CAGR.

Enterprise verticals

An enterprise vertical represents a grouping of companies

by an industry that offers products and services that meet

specific needs. We primarily focus on transportation and

logistics, energy, manufacturing and public sector verticals.

This reflects our assessment that these sectors are seeing the

most significant digitalization over the coming years, as they

automate many aspects of their operations. We project that

growth will mainly be driven by private wireless and wireline

networks in manufacturing, as well as in the public sector and

in energy. We estimate that IP routing and optical networks

will also continue to grow moderately in these segments.

Nokia Annual Report on Form 20-F 2024

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Our customers continued

Webscalers

Webscaler refers to companies that provide cloud-based,

scalable solutions and services. Alphabet (Google Cloud

Platform), Amazon (Amazon Web Services) and Microsoft

(Azure) are the largest cloud players – also referred to as

hyperscalers – operating on a global scale. Our TAM for

webscalers consists mainly of optical networks and IP routing.

Within optical networks, we expect that data center

interconnect (DCI) will be a strong growth driver, while the

increasing webscaler data traffic requires adoption of higher

bit rate technologies also in IP routing.

The largest global webscalers are also assuming an increasingly

important role within the telecommunications domain. They

target edge computing as the next growth engine for industrial

automation workloads and low-latency applications. They also

partner with CSPs to co-locate edge stacks on-premises and at

metro sites. Additionally, they aim to run telecommunications

network workloads on their cloud infrastructure. As such,

webscalers are customers and partners, as well as potential

competitors in some areas.

3	Licensees

Licensees refers to companies that have agreed licenses to

use Nokia’s intellectual property. This includes the licensing

of Nokia’s patent portfolio, the licensing of technologies for

integration into consumer devices and the licensing of the

Nokia brand. The majority of Nokia Technologies’ revenues

comes from patent licensing where we have agreements with

most major smartphone vendors as well as licensing

programs for consumer electronics, video services,

automotive and the wider IoT domain. In total, we have more

than 200 licensees across all our programs, including

companies like Apple, Samsung and Lenovo.

1		2		3
	CSPs		Enterprise		Licensees
	Focus on connectivity<br><br>strengths<br><br>and using cost optimization<br><br>via automation and asset<br><br>carve outs to fund both<br><br>fiber and 5G investments.<br><br>Favoring cloud<br><br>strengths<br><br>in vendor and partner<br><br>ecosystem.<br><br>Network monetization<br><br>targeting enterprise and<br><br>edge use cases.		Enterprise verticals<br><br>Digitalization and automation<br><br>of operations in industrial segments.<br><br>Transition to software-centric<br><br>operations and adoption of industrial operational<br><br>technology (OT) edge and on-premise clouds.<br><br>Energy and manufacturing<br><br>as early adopters of private wireless and<br><br>automation solutions.<br><br>Federal, state government and cities<br><br>network modernization acceleration.		Patent portfolio<br><br>with long lifetime<br><br>The vast majority of Nokia’s<br><br>patents still in force in ten<br><br>years’ time.<br><br>New inventions<br><br>every year<br><br>In 2024, we filed patent<br><br>applications on a record<br><br>number of more than 3 000<br><br>new inventions in areas<br><br>such as 5G and upcoming<br><br>6G networks, Wi-Fi<br><br>connectivity, next-<br><br>generation video coding,<br><br>and more.<br><br>Annual number of<br><br>patent filings expected<br><br>to grow<br><br>due to continued<br><br>investments in R&D and<br><br>standardization.<br><br>Entire industries<br><br>powered by our<br><br>fundamental cellular<br><br>and multimedia<br><br>inventions<br><br>providing us with the<br><br>opportunity to expand our<br><br>licensing coverage; we are<br><br>making good progress in<br><br>our growth areas of<br><br>consumer electronics,<br><br>automotive and IoT.
		Webscalers<br><br>Edge computing<br><br>as a growth engine – industrial automation<br><br>workloads across on-premise, edge, public cloud.<br><br>Partnering with CSPs<br><br>to co-locate edge stacks and building an<br><br>ecosystem for low-latency apps.<br><br>Targeting telco and network<br><br>workloads to run on their cloud infrastructure.<br><br>Collaborating with CSPs<br><br>in the transformation of network operations.

Nokia Annual Report on Form 20-F 2024

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Our strategy

Our strategy

Networks are the key enabler for the digitalization of

industries and the realization of the broader potential

of the metaverse.

In 2021, Nokia set out its strategy to deliver sustainable,

profitable growth by becoming a B2B technology innovation

leader, accompanied by a new purpose and operating model.

In 2023, Nokia made an evolution in this strategy and how we

deliver against it with the introduction of six strategic pillars.

These pillars are the key objectives that will define Nokia’s

success in the future and enable it to achieve its long-term

ambitions. During 2024, Nokia continued to execute against

these strategic pillars, more details of which will be shared in

the following Business Group sections.

The six pillars are:

1		Grow CSP business<br><br>faster than market	2		Expand the share<br><br>of enterprise in<br><br>our business	3		Actively manage<br><br>our portfolio	4		Secure business<br><br>longevity in Nokia<br><br>Technologies	5		Build new<br><br>business models	6		Develop ESG into<br><br>a competitive<br><br>advantage
	CSPs will continue to be our<br><br>biggest customer segment.<br><br>We will leverage our strong<br><br>technological position,<br><br>investment in technology<br><br>leadership and emerging<br><br>opportunities to grow our<br><br>share in key markets, with<br><br>geopolitical considerations<br><br>supporting this ambition.			Enterprise verticals and<br><br>webscalers are deploying<br><br>campus networks, wide area<br><br>private wireless networks,<br><br>enterprise physical networks<br><br>and data centers at an<br><br>accelerated rate to digitalize<br><br>their operations. Being a<br><br>technology leader in all these<br><br>domains, we pursue these<br><br>opportunities to grow our<br><br>enterprise business.			Maintaining our portfolio<br><br>segments at number one<br><br>or number two position,<br><br>through several routes<br><br>including active portfolio<br><br>management, is critical for a<br><br>profitable and sustainable<br><br>business. There may be<br><br>cases where a leadership<br><br>position is not possible, and<br><br>for these cases, we will<br><br>consider alternatives.			We are investing to<br><br>ensure the sustained<br><br>competitiveness of our<br><br>patent portfolio. We will<br><br>continue to pursue<br><br>opportunities from sectors<br><br>outside mobile devices, such<br><br>as automotive, consumer<br><br>electronics, IoT and video<br><br>services.			To broaden our customer<br><br>base and change our margin<br><br>profile, we see potential in<br><br>new platform business<br><br>models within the broader<br><br>ecosystem. We engage with<br><br>service providers, webscalers,<br><br>industrial giants and emerging<br><br>players, like app developers<br><br>and start-ups, to drive the<br><br>creation of new products,<br><br>services, and solutions, and<br><br>to explore new business<br><br>models including Cloud<br><br>RAN, Network as Code and<br><br>as-a-Service.			ESG is increasingly important<br><br>for customers, investors,<br><br>regulators, partners and<br><br>Nokia employees. There is<br><br>space in our industry to<br><br>become the ‘trusted<br><br>provider’ and Nokia aims to<br><br>claim this position. Our ESG<br><br>strategy lays out how we will<br><br>do this and our specific areas<br><br>of focus.			The six pillars are underpinned by four enablers:
---	---	---	---	---	---	---	---	---	---	---	---
1		Develop future-fit-talent	2		Invest in long-term research	3		Digitalize our own operations	4		Refresh our brand
	We have launched and are executing a new<br><br>people strategy focused on growth, skills and<br><br>development. We build the right future skills<br><br>for our employees in the technical domains<br><br>identified in our technology vision and<br><br>strategy, and the commercial skills to support<br><br>our expansion into new domains.			Sustained technology leadership is a key driver<br><br>of our success: it requires us to anticipate,<br><br>shape and invest in the next technology waves<br><br>and breakthroughs. We continue to invest in<br><br>long-term research to ensure a leadership<br><br>position in line with our Technology Vision<br><br>2030. We are also deeply engaged in leading<br><br>and influencing standards and developing<br><br>standard essential patents.			We are increasing the digitalization of our own<br><br>operations to lead by example with a set of<br><br>ambitious, company-wide strategic initiatives<br><br>to increase the company’s performance and<br><br>competitiveness, focused on efficiency,<br><br>productivity and agility in internal operations,<br><br>customer experience and R&D.			To ensure Nokia is recognized as a B2B<br><br>technology innovation leader, we refreshed<br><br>our brand in 2023. Our new visual identity is<br><br>emblematic of an energized, dynamic and<br><br>modern Nokia.

Nokia Annual Report on Form 20-F 2024

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Our strategy continued

Strong progress on strategic execution

Actively managing our portfolio

Acquisitions

Through 2024, Nokia made a number of strategic acquisitions

which will strengthen our position in markets where we see

significant future growth potential.

Nokia announced its intention to acquire Infinera, a global

supplier of innovative open optical networking solutions and

advanced optical semiconductors. Nokia and Infinera see a

significant opportunity in merging to improve scale and

profitability, enabling the combined business to accelerate

the development of new products and solutions to benefit

customers. The transaction aligns strongly with Nokia’s

strategy, as it is expected to strengthen our technology

leadership in optical and increase exposure to webscale

customers, the fastest growing segment of the market.

This will create a highly scaled and truly global optical business

with increased in-house technology capabilities and vertical

integration. This will also strengthen Nokia’s optical position,

specifically in North America. The combination with Infinera

is projected to accelerate Nokia’s journey to a double-digit

operating margin in its Optical Networks business. The

acquisition of Infinera was completed in February 2025.

Nokia completed the acquisition of Fenix Group in 2024 in order

to strengthen its position in the defense industry. This acquisition

will add Fenix’s innovative broadband tactical communications

products into our portfolio. The acquisition closed in May 2024

and we have moved quickly to accelerate product roadmaps,

even now launching a 5G tactical radio solution.

Nokia also acquired Rapid’s technology and R&D unit. This

acquisition gives Nokia the world’s largest API hub used by

thousands of developers globally along with strengthening

our R&D capabilities. This will bolster our R&D capacity in

Network as Code. Taken together with our autonomous networks

application suite, we are enabling operators to fully automate

and monetize their network.

Divestments

In 2024, Nokia sold its wholly owned subsidiary Alcatel

Submarine Networks (ASN), a global submarine communication

networks leader, to the French state. Nokia will retain a 20%

shareholding with board representation to ensure a smooth

transition until targeted exit, at which point it is planned for

the French state to acquire Nokia’s remaining interest. The

transaction demonstrates Nokia’s active management of its

business portfolio and focus on key strategic assets.

Both the acquisition of Infinera and the sale of the

Submarine Networks business allow Nokia to focus its Network

Infrastructure portfolio on growth opportunities in its core

markets and further improve profitability of the Network

Infrastructure business group. For more details on the sale

of the Submarine Networks business and the acquisition of

Infinera, please refer to Note 2.6. Discontinued operations

and Note 6.5. Subsequent events in our consolidated

financial statements.

Providing business groups with greater autonomy

In 2021, Nokia significantly streamlined its operating model,

moving from a matrix organization and creating four P&L-

responsible business groups structured around unique

customer offerings. In 2024, Nokia accelerated its strategy

execution through providing its four business groups with

increased operational autonomy and agility along with

embedding sales teams directly into the business rather than

the central sales organization the company has utilized until

now. This enables the business groups to better address

opportunities in their distinctive markets with our existing and

new customers. They will be empowered to diversify faster,

build new ecosystem partnerships, implement new business

models and invest for technology leadership. Sales teams

will collaborate across Nokia to ensure customers continue

to benefit from the breadth of all Nokia offers.

Nokia’s lean corporate center will act as a strategic architect,

providing oversight in key areas, including target setting and

performance management and portfolio development along

with governance and compliance. The company will continue

its commitment to long-term research through Nokia Bell Labs.

Accompanying the move towards more autonomous business

groups and to provide investors with greater transparency in

assessing their financial performance, Nokia began reporting

regional net sales for its business groups.

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Our strategy continued

Our path to

continued

technology

leadership

As one of the industry’s leading investors in

communication technology research and development

(R&D), we drive innovation across a comprehensive

portfolio of network equipment, software,

services and licensing opportunities.

Nokia’s world-leading research and

development

We have a global network of R&D centers, each with specialties

and ecosystems built around both competencies and

technologies. Most of our near- to mid-term R&D is conducted

within the business groups’ structures and is further elaborated

in the business group-specific sections of this report.

Laying the path for Nokia’s future

technology innovation and identifying the

most promising areas for new value creation

Beyond the R&D of our business groups, Nokia’s dedicated

Strategy and Technology (S&T) organization is focused on

longer-term technology cycles. S&T is responsible for

formulating Nokia’s corporate strategy and establishing a

technology and architecture vision across the company. It also

oversees the implementation of this vision and strategy in

partnership with Nokia’s business groups.

S&T drives company-wide internal technology alignment and,

through the transfer of technologies to the business groups,

contributes to the evolution of Nokia’s portfolio to enable

continued technology leadership.

Nokia Bell Labs

As Nokia’s industrial research lab, Nokia Bell Labs solves

human needs through the power of human intellect. It

celebrates its centennial in 2025 by highlighting its past,

present and future technology innovations and the impact

these have had on society.

Over the past 100 years, Nokia Bell Labs has been bringing

together the brightest minds in mathematics, physics,

computing and engineering to work on the world’s biggest

scientific challenges. In 2024, we celebrated alumnus Louis

Brus’ Nobel Prize in Chemistry for his research on quantum

dots, our 10th Nobel Prize for work completed at Bell Labs.

Nokia Bell Labs’ primary research areas are network

fundamentals, automation, semiconductors and devices, and AI

and software systems. As an industrial research lab, we innovate

with purpose, pursuing responsible, sustainable technologies

that will have a demonstrable impact on society.

Nokia Bell Labs started its 6G research in 2018. After several

years of exploration research with some world-first proof-of-

concepts, we have now transitioned from vision to action,

with a focus on technology leadership and future 6G product

differentiation. We are guided by our vision that 6G will fuse

the physical, digital and human worlds, opening the door to

extrasensory experiences. Intelligent knowledge systems will

be combined with robust computation capabilities, merging

network, application and processor roles. Nokia is also leading

Hexa-X-II, the second phase of the European Commission’s

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Our strategy continued

flagship 6G initiative for research into the next generation

of wireless networks. In addition, together with partners like

Bosch, we are progressing the concept of 6G integrated

communication and sensing (ICAS) in evaluating different

use cases with our prototype system.

We launched UNEXT, a new research initiative for a future

Network Software System that creates a unified networking

experience for autonomous service creation, leveraging

distributed computing and new business environments.

This new UNEXT system includes knowledge and security

services that are natively designed into it. In 2024, we realized

a first prototype showing the foundational capabilities of

UNEXT-Operator or UNOP, a key building block of the system.

Just as Bell Labs’ invention of UNIX transformed computing,

our UNEXT research initiative is poised to transform

networking, by breaking down barriers that have traditionally

prevented network elements from interoperating.

In the area of optical networks, we reached a new world record

of 300+ GBaud/s transmission rate on a single wavelength

carrier. We achieved a 50 000x acceleration of fiber sensing,

which opens new application opportunities for network

infrastructure monitoring and geophysical research. We also

evaluated our 100G Flexible rate Passive Optical Network (PON)

in technical trials with several service providers.

Nokia Bell Labs believes that the best research is done in an

inclusive, collaborative manner, taking diverse points of view

into account. We have worked with NTT and DOCOMO and SKT

to explore a technology that implements a proof-of-concept

air interface. This joint AI-native proof-of-concept was awarded

the Future Award category in World Communication Awards

2024, and the Best Industrial AI Use Case of the Year at the

AI Gala.

In 2024, we continued our research on quantum, showcasing

how these technologies encompass far more than just

quantum computing. Quantum networking and quantum

security are all key areas of established research, and they are

all areas in which Nokia has proved considerable expertise.

We have also put our mark on Industry 5.0 with our unique

contributions to advancements in AI, cloud and connectivity.

The goal is to increase the digitalization of industries, facilitate

greater productivity, efficiency and safety and enable simpler

and more intuitive human-machine interactions.

Nokia Bell Labs is also at the forefront of non-traditional

network research with a focus on AI and machine learning that

is needed for future advanced communication capabilities. We

believe it is important to develop AI in an ethical, responsible

and sustainable way, and this led us to create a cross-

organizational AI Center of Excellence.

Nokia Bell Labs has had recent success in collaborating with

government agencies and businesses on distinct commercial

contracts. This includes additional funded agreements with the

US government for the future of space communication and

lunar communication architecture studies. Nokia Bell Labs was

chosen by DARPA for the LunA-10 Capability Study to design

an integrated multi-service architecture to support a thriving

economy on the moon in the next decade and beyond.

Nokia Bell Labs is regarded as a leading industry and thought

leader on lunar surface communication networks, which NASA

recognized with a FY2023 NASA Langley Research Center Large

Business Prime Contractor of the Year Award. Nokia Bell Labs

successfully completed a System Engineering and Integration

(SE&I) study for NASA to investigate and outline how cellular

communication technologies could be used to support the

Artemis missions and provide a high-level system architecture

and design to meet the requirements for the Artemis V mission.

We announced a partnership with Axiom Space to deliver a

spacesuit-integrated cellular communications system that

will allow Artemis III astronauts to communicate via voice and

video with NASA Mission Control as well as send telemetry

information back to Earth, while they explore the lunar surface.

We continued our testing and validation work of the Nokia

Lunar Surface Communication System (LSCS) with Intuitive

Machines and Lunar Outpost engineers in preparation to

deliver and deploy the first cellular network on the lunar

surface as part of the IM-2 mission, scheduled for 2025.

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Our strategy continued

Nokia Bell Labs signed a multi-year research agreement with

Vale, a Brazil-based global mining company, to implement a

cognitive, AI-based mining program to boost productivity and

worker safety. We also collaborated with Qualcomm on AI

interoperability technology that boosts wireless capacity and

performance, and with Vodafone on the world’s first trial of L4S

technology over an end-to-end PON network.

Nokia Bell Labs continues to explore new concepts that could

lead to growth in both neighboring and nascent markets.

In 2024, we initiated our Entrepreneurs in Residence (EIR)

program in which we partner with entrepreneurs to rapidly

translate groundbreaking research into commercially

successful ventures.

Nokia Standards

Across the larger S&T organization, we continue our heritage of

pioneering significant innovations in the essential technologies

driving communication networks and systems. Many of the

fundamental technologies that are used in 5G standards were

invented at Nokia, and now we are focused on technology

leadership beyond 5G, playing a key role in setting the 3GPP

standards. We completed the standardization work for the first

release of the 5G-Advanced era, known as 3GPP Release 18, in

June 2024, and are currently working on the upcoming Release

19. In December 2024, we kickstarted the work on completing

5G-Advanced with 3GPP Release 20. This will be the final

release of 5G and will also prepare for 6G.

Spectrum availability is a fundamental enabler of wireless

communications. So, after a successful WRC-23 event,

Nokia continued to engage with regulators and partners

around the globe to make harmonized mid-band spectrum

available for 6G. With Nokia at the forefront of 6G research,

our 2024 Brooklyn 6G Summit, organized jointly with New York

University, focused on the ongoing 6G shift from the research

to standardization stage.

We were also selected to lead a new European project on

6G sustainability. In coordinating the SUSTAIN-6G lighthouse

project, Nokia will lead the consortium’s efforts of 24 partners

to find solutions for these specific areas of sustainable

development: energy smart grids, e-health and telemedicine

and agriculture. We are also engaged in sustainability

standardization activities at the ITU-T, ETSI, ISO and

CEN-CENELEC. In 2024, we led the endeavor to incorporate

circular processes into the ITU-T L.1410 LCA standard.

Nokia Ventures

We pursue future growth and value generation through

investment in the in-house incubation and commercialization

of venture projects, selected spinouts and licensing of

technologies, and through investment with our NGP Capital

partner. Our internal incubation program is leveraging

breakthrough technologies from Nokia Bell Labs to define

minimal viable products, test new business models, and then

scale the business development and sales. Some examples

include the following:

Nokia’s Autonomous Industrial Monitoring Service (AIMS) has

transformed the traditional inventory counting process, with

its autonomous drones flying in warehouses. Nokia AIMS also

won the Industrial Innovation category at the Supply Chain

Excellence Awards USA.

Nokia’s Real-time eXtended Reality Multimedia (RXRM) is a

breakthrough solution in real-time 360° video and 3D spatial

audio capture. The RXRM solution is an application that brings

added value to network investment for enterprises. With a

growing customer base, RXRM is enhancing industrial

productivity, safety and sustainability, and creating immersive

experiences in the entertainment sector. A newly launched, and

world’s first, ruggedized 5G 360 camera that is designed for

harsh conditions, completes the full turnkey solution for RXRM

customers. RXRM also won the iF Design Award in 2024 for its

UX Design.

We also demonstrated a groundbreaking digital twin solution

that can create a Cognitive Digital Mine (CDM). This solution is

an industrial real-time AI platform for faster, predictive and

better decisions to boost mine resource planning, asset usage,

scheduling, and operational safety. It won the 2024 Fierce

Network Innovation Award in the IoT category.

The Sustainable Energy Management (SEM) venture offered

its first general availability product release in 2024. The

offering consists of digital tools to plan flexibility, local energy

generation and storage to optimize energy economics.

An example of an external spinout, Cambridge Future Tech

entered a relationship with Nokia Bell Labs and Nokia Ventures

& Partnerships to establish OmniBuds LTD for the

commercialization of the Nokia Bell Labs OmniBuds platform.

OmniBuds is the world’s first ear-worn AI/ML platform to track

your health in real time.

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Our strategy continued

Our Technology Vision and

Technology Strategy 2030

The Nokia Technology Vision describes how Nokia sees

the technology trends shaping the world of the future.

The Nokia Technology Vision represents our prediction

of the state of technology beyond ten years from the

unique standpoint we have in the industry and the

extraordinary technical expertise Nokia has through its

leading research and wide product portfolio. Building on

our Technology Vision, Nokia’s Technology Strategy

outlines the insights, priorities and actions necessary

for businesses to remain proactive in response to

accelerating technological advancements and the digital

economy interplay and how, together with our customers

and the industry, we must evolve networks to meet the

challenges of tomorrow and beyond.

This year’s title for the Nokia Technology Vision is “Digital

acceleration toward the quantum era.” It describes the

increasing intersection of the digital, physical and human

worlds to a smart world ahead that feels more human. The

primary engine of innovation over the next decade will be AI

that allows the digital world to interact with the physical and

the human worlds. Evolving device technologies enhanced with

enablers, such as spatial computing and artificial intelligence

powered digital twins, provide solutions that are of a high-

quality personalized experience. This trajectory requires the

underlying technologies, such as hardware and software, to

further develop to fulfill the requirements of the new world.

The technologies are influenced through the different

macrotrends including geopolitics and climate change,

which call increasingly for trustworthy technology suppliers.

To enable this future, the networks need to continue to

develop. The development of both evolutionary and disruptive

network technologies, as well as changes to how networks are

deployed and used, are needed for the networks to fulfill the

requirements of the future.

Where the Nokia Technology Vision describes the trends of

the future, the Nokia Technology Strategy defines how the

company will develop and implement technologies to transform

networks and drive business growth. It aligns product

innovation with future market trends, ensuring scalable, reliable

networks that serve as a foundation for the hyper-digital era

and growth opportunities for our customers and the industry in

general. By 2030 and beyond, the hyper-digital world will drive

transformative changes in society.

Our 2024 edition of the Technology Strategy focuses on

four pillars – network cloud continuum, ubiquitous advanced

networking, AI and next-generation devices – as the

foundational elements required to create highly agile, scalable

and efficient digital ecosystems that telecommunications and

enterprises need to evolve and thrive in a hyper-digital world.

This evolution will enhance customer value, create new

business models and deliver innovative services. Future

networks must be programmable, exposable and easily

monetized to support the next-generation digital experiences

of the hyper-digital world.

Our Technology Strategy is built upon our commitment to

making Nokia a technology leader in the industry. In line with

our corporate strategy, defining our Technology Strategy

allows us to be fully prepared for the next five to seven years.

It focuses on our core business of providing critical

technologies to enhance the evolution of networks for our

customers and support them in meeting their advancing needs.

The Strategy and Technology team have worked closely with

Nokia’s business groups to develop the Technology Strategy,

which was finalized after multiple rounds of review and

alignment with Nokia global technology and business leaders.

The hyper-digital world beyond 2030

Beyond 2030, the hyper-digital world will be characterized by

a deep integration of the digital, physical and human worlds,

resulting in transformative changes across digital society.

The future represents a profound blend of digital intelligence

and human experience. This sets the stage for our Technology

Strategy, which has been developed to position us at the

center of this transformation and drive value creation for Nokia

and our customers. Critical to realizing future use cases will be

the advancement of networks, which will play a pivotal role in

connecting and orchestrating the various technologies involved.

A strategic shift for the telecommunications

industry

To thrive in this evolving landscape, telecommunication

services must transform from being mere connectivity

providers to becoming enablers of digital ecosystems, offering

a broader range of services beyond traditional offerings.

A platform-based approach is essential, integrating cloud

services, edge computing, IoT and AI-driven value-added services.

This strategy leverages network infrastructure more effectively,

enabling differentiated services that enhance customer

retention, growth and new revenue opportunities.

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Our strategy continued

By unifying and integrating diverse resources, communications

service providers can create dynamic platforms that drive

multi-sided value, moving beyond linear business models.

These platforms allow various stakeholders – developers,

enterprises, consumers and partners – to interact, transact and

innovate together. This model fosters efficiency and innovation

and opens new monetization avenues, such as on-demand

services, data-driven insights and industry-specific applications.

Emerging technologies and digital platforms

To enable the telecommunications industry to transition from

offering connectivity-only services to providing rich digital

platform services that integrate new capabilities and move up

the value chain, we prioritize investment in these four pillars.

These capabilities can be offered to Nokia customers in several

different business models, for instance, as-a-service, as a

white-label solution or simply technology products and solutions.

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Our history

Over 150 years of innovation	Nokia has been adapting to the needs of an<br><br>ever-changing world for over 155 years.

Key<br><br>= Innovation					1982<br><br>Introduced both the first fully digital<br><br>local telephone exchange in Europe<br><br>and the world’s first NMT car phone<br><br>1991<br><br>Enabled the first GSM call using a<br><br>Nokia phone over the Nokia-built<br><br>network of Finnish communications<br><br>service provider Radiolinja<br><br>1998<br><br>Became technology leader and<br><br>the world’s largest manufacturer<br><br>of mobile phones<br><br>2001<br><br>Invented MIMO (Multiple-Input and<br><br>Multiple-Output), a key element of<br><br>a large number of modern wireless<br><br>systems that allows for greater<br><br>throughput without increasing<br><br>bandwidth requirements*	2006<br><br>Developed Softrouter, a routing<br><br>architecture permitting the<br><br>development of a programmable,<br><br>open network infrastructure to<br><br>allow easier deployment of new<br><br>services that make use of exposed<br><br>network capabilities*<br><br>2007<br><br>Entered a joint venture with Siemens,<br><br>combining mobile and fixed-line phone<br><br>network equipment businesses and<br><br>creating Nokia Siemens Networks (NSN)<br><br>2011<br><br>Entered a strategic partnership with<br><br>Microsoft to address increasing<br><br>competition from iOS and Android<br><br>operating systems<br><br>Acquired the wireless network<br><br>equipment division of Motorola
			1947<br><br>Developed the transistor, a tiny<br><br>device that revolutionized the<br><br>entire electronics industry*<br><br>1954<br><br>Created the solar cell, enabling<br><br>the conversion of the sun’s<br><br>energy into electricity*<br><br>1958<br><br>Developed the laser, creating the<br><br>foundation for fiber optics*	1960s<br><br>Nokia became a conglomerate<br><br>comprising rubber, cable, forestry,<br><br>electronics and power-generation<br><br>businesses<br><br>1962<br><br>Launched the first<br><br>communications satellite, Telstar<br><br>1, into orbit, enabling the first ever<br><br>broadcast of live television<br><br>between the US and Europe*<br><br>1969<br><br>Developed UNIX, the software system<br><br>that made the large-scale networking<br><br>of diverse computing systems and the<br><br>internet practical*
	1865<br><br>Founded as a<br><br>single paper mill<br><br>operation	1926<br><br>Brought sound<br><br>to motion<br><br>pictures*
	1865			1960		2006
	*Bell Telephone Laboratories (1925-1984). Following its acquisition by Nokia in 2016, it<br><br>was renamed Nokia Bell Labs.

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Our history continued

	2017<br><br>Developed Probabilistic Constellation<br><br>Shaping, an innovative technology to<br><br>get the most out of each fiber,<br><br>irrespective of its length and<br><br>capabilities<br><br>Additional acquisitions enhancing<br><br>our technology leadership:<br><br>Deepfield, the US-based leader in<br><br>real-time analytics for IP network<br><br>performance management and<br><br>security, and Comptel, a Finland-<br><br>based telecommunications<br><br>software company<br><br>2018<br><br>Acquired Unium, a Seattle-based<br><br>software company that specializes in<br><br>solving complex wireless networking<br><br>problems for use in mission-critical<br><br>and residential Wi-Fi applications<br><br>2019<br><br>Opened the world’s first live end-to-<br><br>end 5G lab, the Future X Lab in<br><br>Murray Hill, New Jersey, US	2020<br><br>Selected by NASA to build and deploy<br><br>the first end-to-end LTE solution on the<br><br>lunar surface<br><br>Enabled commercial deployment of the<br><br>world’s first 5G liquid cooling solution<br><br>Set the 5G speed world record<br><br>Acquired Elenion, a US-based company<br><br>focusing on silicon photonics<br><br>technology<br><br>2021<br><br>Developed the Resh programming<br><br>language to take control of and manage<br><br>a fleet of robots<br><br>2022<br><br>Showcased the first 100Gb/s fiber<br><br>broadband technology in the US<br><br>Launched the Advanced Security Testing<br><br>and Research (ASTaR) lab in Dallas – the<br><br>first end-to-end 5G testing lab in the US<br><br>focused solely on cybersecurity<br><br>Introduced the 6 pillars of Responsible AI	2023<br><br>Renewed the Nokia brand to<br><br>establish a clear position for Nokia<br><br>as a B2B technology innovation<br><br>leader<br><br>Achieved two key 6G<br><br>technological milestones: the<br><br>implementation of AI and machine<br><br>learning into the radio air<br><br>interface, and proof-of-concept of<br><br>6G joint communication and<br><br>sensing capability<br><br>Continued to actively manage its<br><br>business portfolio, e.g., through<br><br>the agreed sale of its Device<br><br>Management and Service<br><br>Management Platform businesses,<br><br>and the divestment of its VitalQIP<br><br>products. Announced the<br><br>acquisition of Fenix Group<br><br>Added our 10th Nobel Prize for<br><br>work completed at Bell Labs, with<br><br>the Nobel Prize in Chemistry<br><br>awarded to our alumnus Louis Brus<br><br>World-record 2.4 Tb/s optical<br><br>transmission over a single wavelength
2013<br><br>Purchased Siemens’ stake in NSN<br><br>2014<br><br>Sold the Devices and Services<br><br>business to Microsoft<br><br>Developed XG-FAST technology,<br><br>enabling service providers to generate<br><br>fiber-like speeds of more than 10Gbps<br><br>over short distances using existing<br><br>copper infrastructure<br><br>2016<br><br>Acquired Alcatel-Lucent, including<br><br>Bell Labs, creating an innovation<br><br>leader in next-generation technology<br><br>and services				2024<br><br>Divested our Submarine<br><br>Networks business and<br><br>announced our plans to<br><br>acquire Infinera, a leader in<br><br>optical networks<br><br>Made the world’s first<br><br>immersive voice and audio call<br><br>over a cellular network using a<br><br>codec which enables 3D spatial<br><br>sound in real-time<br><br>Partnered with Axiom Space to<br><br>enable high-speed cellular<br><br>network capabilities in next-<br><br>generation lunar spacesuits
2013		2020		2024

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Business groups

“Network Infrastructure is supporting the

world’s growing demand for connectivity,

capacity, security and efficiency. And – through

innovations in technology and network

management – we are helping our customers

navigate this landscape successfully.”

FEDERICO GUILLÉN

PRESIDENT, NETWORK INFRASTRUCTURE

Network

Infrastructure

Network Infrastructure delivers fixed access,

IP routing and optical transport for business-critical

and mission-critical applications for CSP, enterprise

and webscale customers.

8 500km<br><br>distance between London and Chicago<br><br>covered by the Colt, Windstream and Nokia<br><br>ultra-fast 800GbE trial

2024 in brief<br><br>In 2024, Network Infrastructure’s net sales declined by 6% from<br><br>2023. We faced challenges across our business units in the first<br><br>half of the year, with a strong return to year-on-year growth in the<br><br>fourth quarter. Against this backdrop, focused cost management<br><br>contributed to a segment operating margin of 11.7%.<br><br>■Divested our Submarine Networks business, and announced our<br><br>plans to acquire Infinera – a leader in optical networks with a<br><br>complementary geographical and customer segment fit.<br><br>■Strengthened our role as a key supplier for Microsoft Azure’s<br><br>cloud infrastructure with a new five-year deal in support of the<br><br>customer’s ongoing footprint expansion to manage surging<br><br>demand for general compute.<br><br>■Signed a strategic deal with AT&T to accelerate future-ready<br><br>fiber broadband growth.<br><br>■Launched Event-Driven Automation platform: the most modern<br><br>data center platform in the industry, built for the AI era.<br><br>■Introduced a toolkit to boost the Corteca developer ecosystem.<br><br>■Launched a new portfolio of application-optimized optical<br><br>network solutions.

40%<br><br>potential reduction in operational effort<br><br>enabled by the new Event-Driven<br><br>Automation platform

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Business groups continued

Market overview

Network Infrastructure faced headwinds in the first part of

the year, but returned strongly to growth in all three business

units (Submarine Networks is now reported as a discontinued

operation) in the fourth quarter of 2024. Increasing sales were

partly driven by new technologies, including AI. Along with

cyclical recovery in the network infrastructure market, this

confirms our belief in a recovery in investment from customers

in all business units for 2025.

We have made a strategic decision to increase our focus

on data center networking solutions and on the continued

expansion of broadband, and to reshape our portfolio with

the divestment of our Submarine Networks business and the

acquisition of Infinera, which was closed in February 2025.

Business strategy overview and organization

Network Infrastructure’s strategy is to support its customers in

deriving value from their network investments; enable them to

achieve lower total cost of ownership; or assist them in both.

We aim to be the most trusted partner in our market.

Our business units are: Fixed Networks, IP Networks and Optical

Networks. In June, we announced an agreement with the

French State regarding the sale of our Submarine Networks

business. The sale was concluded on 31 December 2024.

Fixed Networks is a leading provider of access infrastructure,

in-home Wi-Fi solutions, cloud solutions and virtualization, with

the global number one position in XGS PON (fast-becoming the

dominant global volume technology) for the fifth consecutive

year(1). In 2024, we extended our technology leadership in

broadband, including by working with nbn on the world’s first

demonstration of 10G, 25G, 50G and 100G speeds over a live

fiber broadband network; supporting HKBN in its launch of

Asia’s first 25G PON broadband service; and – with Google

Fiber – making the first US trial of 50G PON speeds over a live

fiber broadband network. With AT&T we are accelerating

future-ready fiber broadband growth. We are proud of our

efforts to connect the underserved: in South Africa, we will

expand broadband access with Fibertime. In 2024, we

introduced Lightspan MF-8 – a high-capacity fiber platform

supporting 10/25/50G and future 100G PON services – and

extensions to our popular Corteca portfolio to help customers

monetize their network investments. With 400+ fiber customers

in 130 countries, we are well placed to enable continued

broadband rollout and to support coming upgrade waves.

IP Networks delivers IP routing and data center networking

solutions to customers in the enterprise, webscale, cloud

and service provider segments. We led the market in 2024

for the fourth year in a row in IP edge routing, and in the third

quarter of 2024 achieved the number one position in total

routing in North America for the first time(2). Some of our

customers include NL-ix, for which we are creating high-

performance 800 Gigabit Ethernet routing; Globe Telecom,

for which we are modernizing the BNG network; and e& UAE,

which selected Nokia’s cloud interconnect solution to provide

connectivity services to hyperscalers. Our focus on data

centers is already beginning to bear fruit. In November, Nokia

announced a multi-year supply arrangement with Microsoft

Azure for data center switching. In September, CoreWeave

announced it will deploy Nokia IP and optical platforms to

interconnect data centers across the US and Europe in support

of high-performance AI workloads, and in the same month we

introduced our Event-Driven Automation platform – the

industry’s most modern data center infrastructure automation

platform, built for the AI era.

Optical Networks has established itself among the industry

leaders in optical transport networks for long-haul, regional and

metro applications, holding the number one position in India

and number two position in Europe and MEA(3). Our latest

photonic service engine – PSE-6s – continues to set new speed,

capacity and distance records and, in 2024, we expanded our

portfolio with optical network solutions, enabling network

operators to scale capacity with lower power per bit, and to

provide higher capacity service speeds to the metro edge.

Our service provider customers include Türk Telekom, with

which we broke the 800Gbps transmission world record on a

long-haul commercial network, and Colt Technology Services,

for which we collaborated with Windstream Wholesale and our

colleagues in IP Networks to complete the world’s first ultra-

fast 800GbE optical and IP service trial, connecting London

and Chicago. We are also working with SURF (an organization

for IT collaboration in education and research) to prepare

for a massive upgrade to CERN’s Large Hadron Collider.

↗<br><br>EDA – a data center platform for<br><br>the AI era.

The acquisition of leading optical network provider Infinera will

further boost Optical Networks’ ambitions by adding scale,

accelerating our ability to innovate and further diversifying

our customer base, particularly into North America and the

webscale segment.

Competition

Our competitors include Huawei and ZTE, along with Calix and

Adtran (Fixed Networks), Cisco, Arista and Juniper (IP Networks)

and Ciena (Optical Networks).

(1) Dell’Oro, Q3 2024

(2) Dell’Oro, Q3, 2024

(3) Rolling four quarters, Omdia, Q3 2024

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Business groups continued

Mobile Networks

“Despite the continued CSP market decline

in 2024, Mobile Networks has successfully

grown market share with many of our

existing RAN customers and has also won

completely new CSP customers. This is a

testament to our strong technology,

portfolio and customer relationships.”

TOMMI UITTO

PRESIDENT, MOBILE NETWORKS

Mobile Networks creates products and services covering

all 3GPP mobile technology generations. Its portfolio

includes products for radio access networks (RAN) and

microwave radio links for transport networks, solutions

for network management, as well as network planning,

optimization, network deployment and technical support

services. Customers include Communication Service

Providers (CSP), industrial enterprises, governments and

the defense sector.

12<br><br>new CSP RAN customers in 2024

2024 in brief<br><br>In 2024, Mobile Networks net sales declined 21% year-on-year to<br><br>EUR 7.7 billion. Despite the lower net sales, we delivered a segment<br><br>operating margin of 5.3% driven by favorable business and market<br><br>mix as well as improved cost competitiveness, cost control measures<br><br>and strong execution. We also concluded an agreement with AT&T<br><br>which decided to continue with another RAN vendor for commercial<br><br>reasons, leading to an accelerated revenue of EUR 150 million<br><br>offsetting higher variable pay.<br><br>■We now have 334 commercial 5G deals and more than 850 private<br><br>wireless customers, with 193 in 5G.<br><br>■Expanded our AirScale portfolio with new market-leading, energy-<br><br>efficient Massive MIMO radios to support mobile traffic growth<br><br>and accelerate mass 5G rollouts.<br><br>■Collaborated with Nvidia, T-Mobile and SoftBank to steer the AI<br><br>transformation and develop AI-RAN to leverage platform<br><br>synergies.<br><br>■Closed the acquisition of Fenix Group in the US for addressing<br><br>tactical wireless communication in the defense segment.

334<br><br>commercial 5G deals

Nokia Annual Report on Form 20-F 2024

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Business groups continued

↗<br><br>Small cells complement the macro<br><br>coverage of CSP networks and fulfill the<br><br>specific requirements of industrial and<br><br>office environments.

Market overview

Despite the continued market decline in 2024, Mobile Networks

significantly improved gross margin and secured important

deals to first stabilize and then increase market share. While

the market continues to be challenging, we see a substantial

need for operators to further invest in 5G globally with only

approximately 30% of potential mid-band 5G high-capacity

base stations so far deployed outside China. We also see

opportunities to grow in Private Wireless networks for

enterprise segments, Cloud RAN, and 3GPP RAN solutions

for the defense segment.

Business strategy overview and organization

Mobile Networks, strategy is centered on investing in

technology leadership to bring the best network performance

and monetization capabilities to our customers, backed up

by a smooth transition to open, cloud-based networks and 6G.

While protecting and increasing our R&D output, we have

worked to re-baseline our operations for a sustainable cost

structure to meet the market reality during investment cycles.

We have renewed our go-to-market model to increase

closeness to customers, improve customer intimacy, and

improve accountability, while supporting our strategy to build

further scale in the CSP segment and accelerate diversification

to enterprise and defense segments.

In line with aspiration for scale, Mobile Networks announced a

number of deals, where we have increased our market share

with existing CSP customers or won completely new ones.

Among the most important 5G deals in 2024 there were, for

example, NTT DOCOMO and KDDI in Japan, Vodafone Idea and

Bharti Airtel in India, Viettel and VNPT Vinaphone in Vietnam,

TIM in Brazil, Deutsche Telecom in Germany, Iliad Group in

France and Italy, Indosat Ooredoo Hutchison in Indonesia,

Eolo in Italy, MEO in Portugal, Spark in New Zealand, Perfectum

in Uzbekistan, 5G InfraCo in Ghana, and Telecom Egypt.

In many of these deals, we won market share from all of our

key competitors, while some are greenfield networks. In Private

Wireless, highlights of 2024 included deals in the US with

Southern California Edison (SCE) in California, and the City of

Brownsville in Texas, with our partner NTT Data. In our new,

strategic focus segment of defense, we closed the acquisition

of Fenix Group in the US to expand our capabilities in tactical

wireless communication, in addition to Private Wireless

solutions for home bases and forward bases of defense forces.

In 2024, Mobile Networks expanded its AirScale portfolio with

new market-leading energy-efficient Habrok Massive MIMO

radios to support mobile traffic growth and accelerate mass 5G

rollouts. We also introduced compact Tuuli outdoor baseband

solutions, supporting double the cell capacity while reducing

energy consumption by 40%. Our products are ready for the

evolution to 5G-Advanced and beyond. Our portfolio also serves

the growing demand from enterprises, public safety and defense.

Our innovative all-in-one 5G small cell solution, Kolibri,

complements CSP macro coverage and fulfills enterprise

requirements for cost efficiency and scalability. We also

expanded our Wavence microwave transport portfolio with

new products for both rural and dense urban deployments.

We introduced a new ‘extreme deep sleep’ power-saving mode

for AirScale radios, which helps our customers reduce energy

consumption and costs. We also launched Virtual Power Plant,

a unique near-real-time control solution that enables CSPs to

monetize base station backup batteries in energy markets,

including frequency regulation market.

We completed pilots of our commercial Cloud RAN solution,

verifying its feature parity, performance consistency and

interoperability with purpose-built RAN based on our anyRAN

approach. Alongside cloudification, AI will be the next

transformational step for RAN evolution. Nokia is a founding

member of the AI‑RAN Alliance and collaborates with leading

companies such as Nvidia, T-Mobile and SoftBank to steer

this transformation and develop AI-RAN to leverage

platform synergies.

We have AI capabilities in our market-leading MantaRay

portfolio for intelligent network management and autonomous

optimization. Examples of AI in our services include predictive

hardware analytics with up to 90% fault prediction accuracy,

Nokia AI Digital Assistant, the industry’s first conversational AI

chatbot, and the Hazard Detection Lens, an AR application for

enhancing safety at deployment sites.

Competition

The RAN market is a highly consolidated market. Our main

competitors are Huawei, Ericsson, Samsung and ZTE, but there

are also a number of smaller competitors competing in specific

technology or regional sub-segments, such as NEC, Fujitsu,

Mavenir, Rakuten Symphony and JMA Wireless. In microwave,

our key competitors include Ceragon, Aviat and ZTE alongside

Huawei and Ericsson.

Nokia Annual Report on Form 20-F 2024

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Business groups continued

Cloud and

“We made considerable progress in driving

our strategy forward in 2024; winning new

5G Core standalone customers; furthering

our leadership position in private wireless and

industrial edge; and expanding the network

API ecosystem with our Network as Code

platform – all demonstrating the benefits

of the focused investment we have made in

recent years to drive technology leadership

and growth.”

RAGHAV SAHGAL

PRESIDENT, CLOUD AND NETWORK SERVICES

Network Services

Cloud and Network Services provides open, secure, automated,

and scalable software and solutions that accelerate the journey of

service providers and enterprises to autonomous networks and new

value creation. Cloud and Network Services invests in technologies

that are critical to our customers’ growth: 5G core, secure

autonomous networks, private wireless, industrial edge and

network APIs. These solutions, increasingly available in a SaaS

model, help customers capture the unfolding opportunities

of digitalization, AI and cloud.

Nokia had the most CSP customers of 5G<br><br>Standalone Core in the industry, with<br><br>123<br><br>at the end of 2024

2024 in brief<br><br>Our net sales decreased by 6% year-on-year while our segment<br><br>operating margin slightly increased. These results were<br><br>accompanied by a host of customer wins and deployments,<br><br>including the following key developments:<br><br>■Partnered with Infobip to enable the global developer<br><br>community to better leverage network APIs.<br><br>■Acquired Rapid’s technology and R&D unit to strengthen<br><br>development of Nokia network API solutions and ecosystem.<br><br>■Deployed 5G standalone core with O2 Telefónica Germany on<br><br>Amazon Web Services in the cloud.<br><br>■Strengthened Vodafone Idea’s network security with Nokia<br><br>NetGuard Endpoint Detection and Response.<br><br>■Collaborated with Swisscom Broadcast to deploy the largest<br><br>Drones-as-a-Service network in Switzerland.<br><br>■Announced a strategic partnership with Dell to advance<br><br>network cloud transformation and private 5G.

Nokia continued to have marketplace<br><br>leadership in private wireless networking with<br><br>850<br><br>customers, of which<br><br>182<br><br>are 5G

Nokia Annual Report on Form 20-F 2024

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Business groups continued

Market overview

The estimated addressable market in which Cloud and Network

Services competes is composed broadly of communication

service providers (CSP) and enterprise private wireless

companies. This market was approximately EUR 21.8 billion

in 2024, excluding China and Russia.

The CSP market was relatively flat in 2024. Nonetheless,

this market is experiencing an important shift to automation

across core and applications, network programmability

and monetization, security, and software subscription

service models.

The enterprise private wireless market saw strong, year-on-

year growth in 2024, covering campus edge verticals such as

manufacturing, logistics, energy and natural resources; and the

Enterprise WAN market, comprised of verticals such as utilities,

railways and the public sector.

Business strategy overview and organization

In 2024, Cloud and Network Services continued to invest in the

strategic growth areas of 5G Core, Private Wireless, Digital

Operations, AI and Analytics, Security, and Monetization to drive

the digital ecosystem that is essential to 5G value creation. We

are focused on differentiators that have the potential to bring

new capabilities to our CSP and enterprise customers, including:

■Network Monetization Platform: Our Network as Code platform

enables application developers and CSPs to accelerate the

work of producing software applications for new enterprise,

industrial and consumer use cases, and monetizing 5G and

4G network assets beyond basic connectivity.

■Autonomous Networks: Our Autonomous Networks Fabric

and Application Suite reduce the cost and complexity of

managing the network, enable faster rollout of new apps

and use cases, and provides a foundation for API

programmability and monetization.

■Private Wireless: Nokia continues to be considered the

leading vendor of private wireless networks to enterprises.

Our Private Wireless Campus Edge solution remains

unique in the market with its extended portfolio, enabling

enterprises to advance beyond connectivity into mission-

critical edge cloud, AI, and Industry 4.0 digital transformation.

■Software-as-a-Service (SaaS): Cloud and Network Services

is investing to make our go-forward products SaaS native.

Nokia continues to increase the percentage of recurring

revenue through new business models in Enterprise

Campus Edge and SaaS.

Competition

The market in which Cloud and Network Services competes

has vendors and other industry participants which may on

occasion be a customer, a partner, or a direct competitor,

depending on the nature of the commercial engagement.

Cloud and Network Services regularly builds and nurtures

alliances with partners such as IT vendors, hyperscalers,

and systems integrators, which are increasingly influential

in this space.

The competitive environment comprises many networking

companies, infrastructure and application software suppliers,

services specialists, hyperscalers, cloud providers and a wide

range of industry segment businesses.

In 2024, Nokia was rated #1 again by Appledore in AIOps and

Cross Domain Orchestration(1); rated #1 again by Analysys

Mason in Automated Assurance(2); named a Leader in the

2024 Gartner® Magic Quadrant™ for CSP 5G Core Network

Infrastructure Solutions(3); ranked at the top of a GigaOm

industry report for Nokia’s extended detection response

market (XDR) security platform, NetGuard Cybersecurity

Dome(4); rated #1 by Global Data in core automation and

cloud(5); ranked as a Leader again by Global Data in Managed

Infrastructure Services(6); and ranked #1 by Omdia for the

number of 5G Core live networks and #1 in Core SaaS(7).

(1)Appledore Research - Leading Suppliers in Network Automation Software, July 2024

(2)Analysys Mason - Automated Assurance: worldwide market shares 2023, October

2024

(3)Gartner 2024 CSP 5G Core Magic Quadrant, July 2024

(4)GigaOm XDR Radar, April 2024

(5)Global Data 5G Mobile Core: Competitive Landscape Assessment, February 2024

(6)Global Data Managed Infrastructure Services, April 2024

(7)Omdia Core Vendor Market Landscape, July 2024

↗<br><br>Our private wireless solutions ensure<br><br>secure, high-performance connectivity<br><br>tailored to industrial needs.

Nokia Annual Report on Form 20-F 2024

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Business groups continued

Nokia

“We are in a strong position with the

completion of our smartphone renewals

and the momentum we have built in our

growth areas. But we have not seen the

best from us yet.”

PATRIK HAMMARÉN

PRESIDENT, NOKIA TECHNOLOGIES

Technologies

Nokia Technologies is responsible for managing Nokia’s

patent portfolio and monetizing Nokia’s intellectual

property, including patents and technologies.

7 000+<br><br>patent families declared as essential<br><br>to the 5G standard	2024 in brief<br><br>Net sales for the full year increased 78% to EUR 1 928 million<br><br>and segment operating profit increased 106% to EUR 1 514 million.<br><br>The smartphone license renewal cycle was completed and significant<br><br>progress was made in patent licensing growth areas:<br><br>■Drove innovation, filing over 3 000 new inventions, and reaching<br><br>7 000 patent families declared as essential to the 5G standard.<br><br>■Signed around 40 new patent license agreements and<br><br>completed our smartphone license renewal cycle.<br><br>■Signed first agreements with direct-to-consumer video<br><br>streaming platforms.<br><br>■Made significant progress in China, signing our first two deals in<br><br>automotive and with a point-of-sales (POS) manufacturer PAX.<br><br>■Made the world’s first immersive voice and audio call using the<br><br>new 3GPP Immersive Voice and Audio Services (IVAS) codec.<br><br>■Signed an agreement with HP covering the use of our video<br><br>technologies while courts in Germany and Brazil ruled in our<br><br>favor in our dispute with Amazon.
~40<br><br>new patent licensing deals signed
’3 000+<br><br>new patent applications filed

Nokia Annual Report on Form 20-F 2024

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Business groups continued

↗<br><br>In June 2024, Nokia made the world’s first<br><br>immersive voice and audio call over a<br><br>cellular network using the IVAS codec,<br><br>which enables 3D spatial sound in real time.

Market overview

Nokia Technologies is responsible for managing Nokia’s patent

portfolio and monetizing Nokia’s intellectual property, including

patents and technologies, building on Nokia’s continued

innovation leadership, long-term investment into research and

development, and decades of driving technology standard

development. Licensees pay royalty fees for the use of

our technology, which we re-invest, along with additional

investment, in developing the next generation of inventions.

Net sales for the full year increased 78% to EUR 1 928 million

and segment operating profit increased 106% at EUR 1 514

million. We signed several significant agreements across our

patent licensing programs, including new deals with OPPO, vivo,

HP, GoPro and Verifone. We concluded our smartphone patent

license renewal cycle which began in 2021. As a result, Nokia

Technologies has entered a period of stability. We made

significant progress in our patent licensing growth areas,

multimedia and IoT, with our first two deals with video

streaming platforms, and first ever agreements with a Chinese

point-of-sales (POS) device manufacturer PAX and two Chinese

car makers. In total, we signed around 40 new patent license

agreements across our licensing programs in 2024.

Business strategy overview and organization

Nokia Technologies has three business areas: Patent Licensing

of Nokia’s patent portfolio; Technology Licensing of Nokia’s

technologies for integration into consumer devices; and brand

partnerships for licensing the Nokia brand.

Our long-term strategy is built on Nokia’s technology leadership.

Given the enabling nature of Nokia inventions in wireless

communications and in multimedia, our patent portfolio

remains highly relevant across multiple sectors and value

chains. The emergence of new form factors and new value

chains continues to open new licensing opportunities for us.

We manage the Nokia patent portfolio, working with other

Nokia business groups, and continue to grow our patent

licensing and monetization activities, which drive most of Nokia

Technologies’ net sales. The core of our business is the mobile

devices licensing program, where we have agreements with

most major smartphone vendors. We also have patent licensing

programs for automotive, consumer electronics, IoT devices and

solutions, video services, and gaming.

Innovation and standards leadership

Nokia is a leader in open standardization and has defined many

of the fundamental technologies used in virtually all mobile

devices. Since 2000, Nokia has invested over EUR 150 billion

in research and development (R&D). As a result, we own one

of the broadest and strongest patent portfolios in the

telecommunications sector with a leading share of cellular

Standard Essential Patents (SEPs), including over 7 000 patent

families declared as essential to 5G. Our portfolio also covers

significant multimedia assets, particularly in video compression

technology. The work of Nokia’s inventors in video research and

standardization has been recognized with five Technology &

Engineering Emmy® Awards. Our inventors also continue to

lead in audio communication. In June 2024, Nokia made the

world’s first immersive voice and audio call over a cellular

network using the new 3GPP Immersive Voice and Audio

Services (IVAS) codec, which allows consumers to hear 3D

spatial sound in real time. Nokia is a leading contributor to

IVAS which is part of the upcoming 5G Advanced standard.

Our patent portfolio has a long lifetime, with the vast majority

of patents still in force in ten years’ time. In 2024, we filed

patent applications on a record number of more than

3 000 new inventions.

Nokia Annual Report on Form 20-F 2024

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Supply chain, sourcing and manufacturing

Supply chain,

sourcing and

manufacturing

Nokia’s supply chain is essential for our customers,

our business and for managing customer demand

and supply for our hardware, software and contract

manufactured products.

Our end-to-end operations include sourcing, demand and

supply planning, manufacturing, distribution and logistics.

In 2024, we purchased over EUR 10 billion worth of products

and services from around 9 000 different suppliers.

While the volatile geopolitical operating environment remained

challenging in 2024, we continued to focus on further

developing risk and cost management capabilities and building

resilience through robust partnerships and a regional approach.

Focus on risk and cost management

through digitalization, automation and

inventory management

In 2024, global demand for our equipment continued to

fluctuate, primarily driven by the overall macroeconomic

climate and continued inventory digestion by some customers.

To help us navigate the complexities of market fluctuations and

supply chain disruptions, we continued to work closely with our

customers to form the best possible forecast outlook in the

mid- and long-term to effectively manage risk, prioritize cost

efficiency and enhance resilience. In addition, we maintained

a strong focus on inventory management to offset potential

excess risks.

Furthermore, we continued to develop our risk management

capabilities, supported by increased digitalization and

automation to navigate the rapidly changing business

environment. Inventories and safety buffers were largely kept

upstream on a component level, increasing the flexibility to

react to any potential short-term product type changes.

Building resilience through strong

partnerships and a regional approach

As we continue to develop a robust and sustainable supply

chain that can best serve our customers, maintaining our

focus on resilience is critical.

We continuously optimize our manufacturing, distribution

and supplier network across the regions where we operate,

ensuring we have more than one manufacturing source for

our key volume products. We also further leverage AI and

machine learning capabilities to better develop our supply

chain and factory network.

Our geographically dispersed manufacturing network consists

of both our own manufacturing (4% of the network, based on

number of sites, excluding ASN) and contract manufacturing

partners to minimize geographic and geopolitical risks. Our

network is strategically located around the world, and each year

our spending percentage will vary depending on our regional

demand. In 2024 our spend spread was: Europe 28%, Asia

Pacific, Japan/India 44%, China 16% and the Americas 12%.

Our regional approach will not only enable us to deliver a more

rapid response to our customers’ needs, but also reduce

transportation costs and CO2 emissions.

Nokia Annual Report on Form 20-F 2024

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Supply chain, sourcing and manufacturing continued

Sustainability enablement and innovation

We expect our suppliers to adhere to our Third-party Code of

Conduct and we provide them with Nokia Supplier

Requirements that include adherence to the latest Responsible

Business Alliance (RBA) Code of Conduct. The requirements

cover topics such as environment, health, safety and security,

privacy, risk management, labor and human rights, modern

slavery, and ethics. We also run suppliers’ assessments and

audits and provide training to ensure they meet our

requirements and can continuously improve. We work with

them on remediation actions and push to raise the bar on

standards across our ecosystem.

In 2024, we implemented 606 supply chain audits, including

101 on-site in-depth audits on corporate responsibility topics,

36 on-site audits against our Supplier Requirements and

469 supplier assessments using the EcoVadis scorecards.

This year, the number of audits requested by our customers

increased, which shows the positive trend on responsible

supply chain practices in our industry. We are committed to

cutting 50% of our absolute scope 1, 2 and 3 greenhouse

gas emissions by 2030, and in 2024, we announced our

commitment to an overall net-zero target for 2040 across

our value chain (scopes 1, 2 and 3). In 2024, we reached a

99% share of renewable energy in our own factories.

In 2024, we continued intensive work with our electronics

manufacturing services (EMS) suppliers to track their

decarbonization roadmaps as we look to achieve the mutually

agreed target that the Nokia portion of their manufacturing

reaches zero emissions by 2030. We have also set a 50%

reduction target by 2030 for other suppliers, and close

collaboration continued to reduce the emissions specially

by supplier categories with high emission intensity such as

suppliers of integrated circuits, semi-discretes and printed

wiring boards. We recognized supplier climate and circularity

innovations via our annual Supplier Diamond Award under the

Sustainability category.

As part of our circularity program with suppliers, we aim to

increase recycled material content in our mechanical parts

with specific targets for 2030 and actions driven by sourcing

in collaboration with R&D. Moreover, as part of the Mobile

Networks’ Talent Program for Women, we launched a radio site

waste circularity project to develop a global framework to

improve waste management across all markets.

“Design for Environment” is an integral part of our supply chain

sustainability strategy. It aims to ensure Nokia products and

packaging are in line with our policies and goals for product

stewardship and environmental sustainability. We have

continued to collaborate with our suppliers to encourage

sustainable packaging, using alternative materials and

optimized designs to deliver sustainable product packaging,

reducing use of plastic, and increasing recycled content

materials. For example, we have deployed FiberFlute and

honeycomb cardboard solutions to replace plastic cushions in

some product deliveries and are trialing bio-based packaging

materials to further reduce plastic.

As part of our Responsible Minerals Sourcing program, we

expanded the scope to include aluminum and copper, and we

started due diligence activities with our key suppliers related

to these minerals.

Nokia’s target is to have 98% 3TG (tin, tantalum, tungsten,

gold) traceability and conflict-free status to smelter level in our

supply chain, and we aim for an extended due diligence status

for cobalt, mica, aluminum, and copper by 2025.

In our supply chain logistics, we look for innovative ways to

reduce our carbon footprint together with our Logistics Service

Providers (LSPs). As an example, replacement of traditional

truckload services between Hungary and the Netherlands with

the rail pocket wagon service reduced GHG emissions on this

route by 87% annually. Additionally, initiatives to increase

containers fill rates delivered savings by reducing the number

of containers to be transported. We aim to increase the share

of Sustainable Aviation Fuel (SAF) and multimodal

transportation globally.

We are committed to prioritizing and strengthening resilience

and sustainability across the end-to-end supply chain to help

us deal effectively with challenges that arise.

Own manufacturing

As of 31 December 2024, the production capacity for sites

owned by us is noted below:

Country	Location and products(1)	Productive<br><br>capacity, net<br><br>(m2)(2)
Finland	Oulu: base stations	10 000
India	Chennai: base stations, radio controllers and<br><br>transmission systems, fixed networks	15 500

(1)We consider the production capacity of our manufacturing network to be sufficient

to meet the requirements of our business. The extent of utilization of our

manufacturing facilities varies from plant to plant and from time to time during

the year. None of these facilities is subject to a material encumbrance.

During 2024, Nokia disposed of the following sites:

1) Calais: submarine cables (France), 61 000 m2 net productive capacity

2) Greenwich: submarine cables (United Kingdom), 11 000 m2 net productive

capacity

3) Hannover: radio frequency systems (Germany), 23 500 m2 net productive

capacity

4) Suzhou: radio frequency systems (China), 13 500 m2 net productive capacity.

During 2023, Nokia disposed of the following sites:

1) Trignac: radio frequency systems (France), 7 300 m2 net productive capacity

2) Meriden: radio frequency systems (USA), 31 000 m2 net productive capacity

3) Bydgoszcz: remanufacturing, product integration (Poland), 15 200 m2 net

productive capacity.

During 2022, manufacturing activities ended at the following site:

1) Kilsyth, radio frequency systems (Australia), 5 400 m2 net productive capacity.

(2)Production capacity equals the total area allotted to manufacturing and to the

storage of manufacturing-related materials.

Nokia Annual Report on Form 20-F 2024

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Corporate

governance

Corporate governance statement	32
Regulatory framework	32
Main corporate governance bodies of Nokia	33
General Meeting of Shareholders	33
Board of Directors	34
Group Leadership Team and the President and CEO	46
Risk management, internal control and internal audit functions at Nokia	50
Main procedures relating to insider administration	52
Auditor fees and services	52
Remuneration	53
Highlights	53
Remuneration Report 2024	54
Letter from the Chair of the Personnel Committee of the Board	54
Introduction	56
Pay for performance	57
Global peer group	57
Remuneration of the Board of Directors	58
Remuneration of the President and CEO	59
Remuneration Policy	62
The updated Remuneration Policy for the Board of Directors	62
The updated Remuneration Policy for the President and CEO	63
Remuneration governance	66
Remuneration of the Nokia Group Leadership Team in 2024	67

Nokia Annual Report on Form 20-F 2024

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Corporate governance statement

Corporate governance

statement

“In 2024, we continued delivering on Nokia’s commitment to strong corporate

governance and related practices. To do that, the activities of the Board of Directors are

structured to develop the Company’s strategy and to enable the Board to support and

oversee management on its delivery within a transparent governance framework.”

Select highlights in our corporate<br><br>governance during 2024<br><br>■At the 2024 Annual General Meeting our<br><br>shareholders continued to show remarkably strong<br><br>support for the Board’s  proposals. We continued<br><br>applying the individual director election method,<br><br>and for the first time, our shareholders elected a<br><br>sustainability reporting assurer, in line with the<br><br>regulation implementing the EU Corporate<br><br>Sustainability Reporting Directive.<br><br>■The Board established a new Strategy Committee for<br><br>the purpose of assisting the Board with respect to<br><br>various strategic initiatives related to developing our<br><br>corporate and business strategies and capturing the<br><br>strategic opportunities identified under them.<br><br>■To ensure the innovative and responsible use of AI,<br><br>we established a comprehensive AI governance<br><br>framework at Nokia in 2024, including a central<br><br>steering committee and a separate AI governance<br><br>board for the group-level policies and procedures,<br><br>incident reporting, coordination and for related<br><br>communications.<br><br>■During the year, we had the pleasure to host several<br><br>meetings with our largest shareholders to discuss<br><br>Nokia’s approach to sustainability, remuneration and<br><br>governance, and their expectations in these areas.

This corporate governance statement is prepared in

accordance with Chapter 7, Section 7 of the Finnish Securities

Markets Act (2012/746, as amended) and the Finnish

Corporate Governance Code 2025 (the “Finnish Corporate

Governance Code”).

Regulatory framework

Our corporate governance practices comply with Finnish laws

and regulations, our Articles of Association approved by the

shareholders and corporate governance guidelines (“Corporate

Governance Guidelines”) adopted by the Board of Directors.

The Corporate Governance Guidelines reflect our commitment

to strong corporate governance. They include the directors’

responsibilities, the composition and election of the members

of the Board and its Committees, and certain other matters

relating to corporate governance. We also comply with the

Finnish Corporate Governance Code adopted by the Securities

Market Association.

We follow the rules and recommendations of Nasdaq Helsinki

and Euronext Paris as applicable to us due to the listing of our

shares on these exchanges. Furthermore, as a result of the

listing of our American Depositary Shares on the New York

Stock Exchange (NYSE) and our registration under the U.S.

Securities Exchange Act of 1934, we follow the applicable U.S.

federal securities laws and regulations, including the Sarbanes-

Oxley Act of 2002 as well as the rules of the NYSE, in particular

the corporate governance standards under Section 303A of the

NYSE Listed Company Manual. We comply with these standards

to the extent such provisions are applicable to us as a foreign

private issuer.

To the extent compliance with any non-domestic rules would

conflict with the laws of Finland, we are obliged to comply with

Finnish laws and applicable regulations. There are no significant

differences in the corporate governance practices applied by

Nokia compared with those applied by U.S. companies under

the NYSE corporate governance standards with the exception

that Nokia complies with Finnish law with respect to the

approval of equity compensation plans. Under Finnish law,

stock option plans require shareholder approval at the time of

their launch. All other plans that include the delivery of

company stock in

the form of newly issued shares or treasury shares require

shareholder approval at the time of delivery of the shares

unless shareholder approval has been granted through an

authorization to the Board, a maximum of five years earlier.

The NYSE corporate governance standards require that

equity compensation plans are approved by the company’s

shareholders. Nokia aims to minimize the necessity for, or

consequences of, conflicts between the laws of Finland and

applicable non-domestic corporate governance standards.

In addition to the Corporate Governance Guidelines, the

Committees of the Board have adopted charters that define

each Committee’s main duties and operating principles. The

Board has also adopted the Code of Conduct that applies

to directors, executives, and employees of Nokia, as well as

employees of Nokia’s subsidiaries and affiliated companies

(such as joint ventures) in which Nokia owns a majority of the

shares or exercises effective control. Furthermore, the Board

has adopted the Code of Ethics and Executive Officer Clawback

Policy applicable to our key executives, including the President

and CEO, CFO and Corporate Controller.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	33

Corporate governance statement continued

Corporate governance framework

Main corporate governance bodies of Nokia

Pursuant to the provisions of the Finnish Limited Liability

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

Act”), the legislation under which Nokia operates, and Nokia’s

Articles of Association, the control and management of Nokia

are divided among shareholders at a general meeting, the

Board, the President and CEO and the Group Leadership Team,

chaired by the President and CEO.

General Meeting of Shareholders

Nokia’s shareholders play a key role in corporate governance,

with our Annual General Meeting offering a regular opportunity

to exercise their decision-making power in Nokia. In addition,

at the meeting the shareholders may exercise their right to

speak and ask questions.

Each Nokia share entitles a shareholder to one vote at general

meetings of Nokia. The Annual General Meeting decides, among

other things, on the election and remuneration of the Board,

the adoption of annual accounts, the authorization for the

Board to distribute dividend or other assets, discharging the

members of the Board and the President and CEO from liability,

as well as on the election and fees of the external auditor and

the sustainability reporting assurer. The Remuneration Policy is

presented to the general meeting at least every four years and

the Remuneration Report annually. Resolutions of the general

meeting regarding the policy and the report are advisory

in nature.

In addition to the Annual General Meeting, an Extraordinary

General Meeting may be convened when the Board considers

such a meeting to be necessary, or when the provisions of

the Finnish Companies Act mandate that such a meeting

must be held.

The Finnish Companies Act was amended in 2022 to enable and

promote limited liability companies to hold hybrid and virtual-

only general meetings. A virtual general meeting, as defined by

the Finnish Companies Act, is a meeting held without a physical

meeting venue, where shareholders must be able to exercise

their shareholder rights in full by virtual means, including voting

in real time and asking questions orally during the meeting.

The Finnish legislation can be considered a leading example of

protecting shareholders’ rights in virtual general meetings.

Once reliable technical methods for the virtual meeting and

automated foreign shareholder identification become available

in Finland, virtual general meetings are expected to improve

the position of nominee-registered private shareholders

residing outside of Finland, who may have been unable to

attend the general meeting in person or be represented by

proxy. The reduced carbon footprint is also one of the benefits

of virtual general meetings.

Annual General Meeting 2024 and 2025

The Annual General Meeting 2024 took place at the Helsinki

Expo and Convention Centre, on 3 April 2024. We were pleased

to see the high number of votes cast as well as the strong

shareholder support received for the Board’s proposals. For

the third consecutive year, the turnout for the vote stood at

a record-high level.

A total of 77 606 shareholders representing approximately

3 305 million shares and 58.88% of all the shares and votes in

the Company participated the Annual General Meeting. On the

other hand, after the COVID-pandemic, we once again saw a

lower number of shareholders attending in person than in

previous years. To facilitate shareholder participation and

options to follow the meeting in alternative ways, the Company

offered the opportunity to cast votes in advance and to follow

the meeting and ask questions through a live webcast.

Nokia Corporation’s Annual General Meeting 2025 is planned to

be held on 29 April 2025. The Board’s proposals to the Annual

General Meeting 2025 were published on 30 January 2025.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	34

Corporate governance statement continued

Board of Directors

The operations of Nokia are managed under the direction of

the Board, within the framework set by the Finnish Companies

Act, Nokia’s Articles of Association and any complementary

rules of procedure as defined by the Board, such as the

Corporate Governance Guidelines and the charters of the

Board’s Committees.

Election and composition of the Board of Directors

Pursuant to our Articles of Association, we have a Board

that is composed of a minimum of seven and a maximum of

12 members. The members of the Board are elected at least

annually at each Annual General Meeting. The candidates are

considered individually and those receiving the most votes shall

be elected pursuant to the Finnish Companies Act. The term of

the Board members begins at the close of the general meeting

at which they were elected and expires at the close

of the following Annual General Meeting. The Annual General

Meeting convenes by 30 June annually.

Our Board’s leadership structure consists of a Chair and Vice

Chair elected annually by the Board and confirmed by the

independent directors of the Board upon the recommendation

of the Corporate Governance and Nomination Committee.

The Chair of the Board has certain specific duties as stipulated

by Finnish law and our Corporate Governance Guidelines. The

Vice Chair assumes the duties of the Chair of the Board in the

event the Chair is prevented from performing his or her duties.

The independent directors of the new Board confirm the

election of the members and chairs for the Board’s

Committees from among the Board’s independent directors

upon the recommendation of the Corporate Governance and

Nomination Committee and based on each Committee’s

qualification standards. These elections take place at the

Board’s assembly meeting following the general meeting.

The Corporate Governance and Nomination Committee aims

to continually renew the Board to have an efficient Board

of international professionals with a diverse mix of skills,

experience and other personal qualities in line with the

diversity principles established by the Board. The Committee

considers potential director candidates based on the short-

and long-term needs of the Company. In the process of

identifying and selecting the candidates matching these

needs and desired profiles, the Committee engages

recruitment firms and external advisers.

Board independence

In accordance with the Corporate Governance Guidelines

adopted by the Board of Directors, the Nokia Board shall have

a majority of directors who meet the criteria for independence

as defined by the Finnish Corporate Governance Code

(independent of both the Company and any significant

shareholders who hold at least 10% or more of the total shares

or voting rights of the Company) and the rules of the NYSE.

Furthermore, all of the members of the Board Committees

shall be independent Directors under the relevant criteria for

independence required by the Finnish Corporate Governance

Code and the applicable rules of the NYSE.

The Board will monitor its compliance with these requirements

for director independence on an ongoing basis. Each independent

director is expected to notify the Chair of the Corporate

Governance and Nomination Committee, as soon as reasonably

practicable, in the event that his or her personal circumstances

change in a manner that may affect the Board’s evaluation of

such director’s independence. The Board of Directors evaluates

the independence of its members annually and, in addition

to this, on a continuous basis with the assistance of the

Corporate Governance and Nomination Committee.

Board diversity

The Board has adopted principles concerning Board diversity

describing our commitment to promoting a diverse Board

composition and how diversity is embedded into our processes

and practices when identifying and proposing new Board

candidates, as well as when proposing re-election of current

Board members.

At Nokia, diversity is not a static concept but rather a relevant

mix of required elements for the Board as a whole that evolves

with time based on, among other things, the relevant business

objectives and future needs of Nokia. Board diversity is treated as

a means of improvement and development rather than an end in itself.

Diversity of our Board is considered from a number of aspects

including, but not limited to, skills and experience, tenure, age,

nationality, ethnicity, cultural and educational backgrounds,

gender, as well as other individual qualities.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	35

Corporate governance statement continued

We report annually on our objectives relating to equal

representation of genders and the progress we make. For many

years, we have met our target of having at least 40% of the

Director positions held by members of underrepresented

gender in the Board composition. In the current Board

composition, 40% of the Board members are female and also

in the Board composition proposed to the Annual General

Meeting 2025,

40%

of the Board members are female.

We currently have a diverse Board composition in line with the

Board’s diversity principles. There are six different nationalities

and a rather wide age and tenure range represented on the

Board. Each Board member has a unique skill set that supports

Nokia's business and relevant areas of expertise close to the

business. These primary areas of expertise of the current

and proposed new Board members that are relevant to our

business have been highlighted in the skills matrix.

Current members of the Board of Directors

The Annual General Meeting held on 3 April 2024 elected

ten members to the Board for a term ending at the close

of the next Annual General Meeting. Timo Ahopelto, Sari

Baldauf, Elizabeth Crain, Thomas Dannenfeldt, Lisa Hook,

Thomas Saueressig, Søren Skou, Carla Smits-Nusteling and Kai

Öistämö were re-elected as Board members. Mike McNamara

was elected as a new Board member. Following the meeting,

the Board re-elected Sari Baldauf to serve as Chair and

re-elected Søren Skou as Vice Chair of the Board for the

same term.

The current members of the Board are all non-executive and

for the term that began at the Annual General Meeting 2024,

all Board members were determined to be independent of

Nokia and its significant shareholders under the Finnish

Corporate Governance Code and the NYSE rules, as applicable.

In addition to biographical information of the Board members,

the table in the upper right corner sets forth the number of

shares and American Depositary Shares (ADSs) held by the

Board members. As at 31 December 2024, they held a total

of

1 056 085

shares and ADSs in Nokia, representing

approximately

0.02

% of our total shares and voting rights

excluding shares held by the Nokia Group.

Biographical details of the Board members

	Gender	Year of Birth	Nationality	Tenure(1)	Independent of the<br><br>company and major<br><br>shareholders	Shares(2)	ADSs(2)
Sari Baldauf (Chair)	Female	1955	Finnish	6	Independent	343 568
Søren Skou (Vice Chair)	Male	1964	Danish	5	Independent	114 397
Timo Ahopelto	Male	1975	Finnish	1	Independent	45 350
Elizabeth Crain	Female	1964	American	1	Independent		47 843
Thomas Dannenfeldt	Male	1966	German	4	Independent	144 948
Lisa Hook	Female	1958	American	2	Independent		59 558
Mike McNamara	Male	1964	Irish	0	Independent		23 932
Thomas Saueressig	Male	1985	German	2	Independent	56 928
Carla Smits-Nusteling	Female	1966	Dutch	8	Independent	160 475
Kai Öistämö	Male	1964	Finnish	2	Independent	59 086
(1)Terms as Nokia Board member before the Annual General Meeting on 3 April 2024.<br><br>(2)The number of shares or ADSs includes shares and ADSs received as director compensation as well as shares and ADSs acquired through other means. Stock options or other<br><br>equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included.

Experience and primary skills of the Board members

	Business<br><br>Exec. role with<br><br>P&L<br><br>responsibility	External<br><br>boardroom<br><br>roles/<br><br>Governance	Finance and<br><br>accounting	Legal/Public<br><br>policy/<br><br>Compliance	Communications<br><br>service provider<br><br>market segment	Enterprise<br><br>market<br><br>segment	Technology	Cybersecurity	Environmental/<br><br>Social issues
Current Board<br><br>members
Sari Baldauf	✔	✔		✔	✔		✔		✔
Søren Skou	✔	✔		✔		✔			✔
Timo Ahopelto	✔	✔				✔	✔	✔
Elizabeth Crain	✔	✔	✔	✔
Thomas Dannenfeldt		✔	✔		✔	✔	✔
Lisa Hook	✔	✔		✔	✔	✔	✔	✔
Mike McNamara	✔	✔				✔	✔	✔
Thomas Saueressig	✔	✔			✔	✔	✔	✔	✔
Carla Smits-Nusteling		✔	✔	✔	✔
Kai Öistämö	✔	✔			✔		✔	✔	✔
Proposed new Board<br><br>members
Pernille Erenbjerg	✔	✔	✔		✔		✔	✔	✔
Timo Ihamuotila	✔	✔	✔				✔

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	36

Corporate governance statement continued

Director time commitments

The Corporate Governance and Nomination Committee

monitors closely the time commitments of the Board members

and annually reviews the Directors’ attendance rate at the

Board and Committee meetings to ensure they are able to

devote the appropriate time to the Company to carry out

their duties and responsibilities.

The Corporate Governance Guidelines of the Board include

numerical limits and a process for pre-clearance of new roles

in public companies. Directors should not serve on more than

four other boards of public companies in addition to the Nokia

Board, and on no more than three other boards of public

companies in addition to the Nokia Board, in cases where they

serve as board chair or lead independent director outside the

Nokia Board. The Audit Committee members should not serve

on more than two other audit committees of public companies

in addition to the Nokia Audit Committee.

No positions in excess of these limits may be held without

prior consent by the Chair of the Board and the Chair of

the Corporate Governance and Nomination Committee

determining that such positions would not impair the

Director’s service on the Nokia Board or Audit Committee.

The Corporate Governance and Nomination Committee

will annually, ahead of preparing the proposal on the Board

composition, review and assess the Directors’ current and

planned time commitments outside the Company to seek

affirmation that all Directors acknowledge the time

commitment principles set forth in the Corporate

Governance Guidelines of the Board.

The Committee also reviews under its related guidelines

and procedure the proposed new Director candidates’ time

commitments during the proposed term to ensure that they

are able to dedicate sufficient time to their responsibilities on

the Nokia Board.

As part of the assessment, the proposed new Directors may

have been required to reduce their current commitments

during a short transition period before the next Annual General

Meeting following their appointment.

Proposed members of the Board of Directors

Proposals of the Board of Directors to the Annual General

Meeting 2025 were published on 30 January 2025. On the

recommendation of the Corporate Governance and Nomination

Committee, the Board proposes to the Annual General Meeting

that the number of Board members be ten. Søren Skou and

Carla Smits-Nusteling have informed the Committee that they

will no longer be available to serve on the Nokia Board of

Directors after the Annual General Meeting.

Consequently, on the recommendation of the Corporate

Governance and Nomination Committee, the Board proposes

that the following eight current Board members be re-elected

as members of the Nokia Board of Directors for a term ending

at the close of the next Annual General Meeting: Timo

Ahopelto, Sari Baldauf, Elizabeth Crain, Thomas Dannenfeldt,

Lisa Hook, Mike McNamara, Thomas Saueressig and Kai Öistämö.

Furthermore, the Board proposes, on the recommendation of

the Corporate Governance and Nomination Committee, that

Pernille Erenbjerg, Danish citizen, former CEO and President of

TDC Group; and Timo Ihamuotila, Finnish citizen, Chief Financial

Officer of ABB Ltd, be elected to the Board for a term ending

at the close of the next Annual General Meeting. Pernille

Erenbjerg has a strong background in financial management,

corporate leadership, and board governance as well as broad

experience from the telecoms, media and tech industries. Timo

Ihamuotila is a former Chief Financial Officer of Nokia 2009–

2016 and a member of the Nokia Group Leadership Team

2007–2016, with a total of more than 20 years of work

experience at Nokia. Timo Ihamuotila will bring extensive

financial expertise, strategic leadership, and a deep

understanding of global markets to the Board, along with

experience in the communications, software and services

industries. The candidates’ complementary skills will enhance

the Board's ability to navigate complex financial landscapes,

drive strategic initiatives, and ensure robust corporate

governance.

The Corporate Governance and Nomination Committee will

propose in the assembly meeting of the new Board of Directors

that Sari Baldauf be re-elected to serve as Chair of the Board

and Timo Ihamuotila be elected to serve as Vice Chair of the

Board, subject to their election to the Board of Directors.

The Board composition proposed to the Annual General

Meeting 2025 has representation of five nationalities and

40%

of the proposed members are female.

The proposed members of the Board are non-executive and

for the term beginning at the Annual General Meeting 2025

they have been determined to be independent of Nokia

and its significant shareholders under the Finnish Corporate

Governance Code and the rules of the NYSE. Any possible

changes impacting the independence assessment would

be assessed as of the date of the Annual General Meeting.

The Corporate Governance and Nomination Committee has

prepared the composition of the Board of Directors to the

Annual General Meeting 2025 after assessing proposed

Directors’ external time commitments, and taken into account

shareholders’ expectations in this regard. Timo Ihamuotila

has confirmed to the Corporate Governance and Nomination

Committee that he will be reducing his mandates in public

companies by one position before the next Annual General

Meeting following his appointment to the Nokia Board.

Nokia is proud to continue to be among the first Finnish listed

companies providing its shareholders with the opportunity to

consider each Director candidate individually since our Annual

General Meeting 2023, in line with the

global market practice.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	37

Corporate governance statement continued

Biographical details of our current Board members

Chair Sari Baldauf	Vice Chair Søren Skou	Timo Ahopelto	Elizabeth Crain
b. 1955	b. 1964	b. 1975	b. 1964

Chair of the Nokia Board since 2020. Nokia

Board member since 2018. Member of the

Corporate Governance and Nomination

Committee, the Personnel Committee

and the Strategy Committee.

Master of Business Administration, Helsinki

School of Economics and Business

Administration, Finland. Bachelor of Science,

Helsinki School of Economics and Business

Administration, Finland. Honorary

doctorates in Technology (Helsinki

University of Technology, Finland) and

Business Administration (Turku School of

Economics and Business Administration and

Aalto University School of Business, Finland).

Executive Vice President and General

Manager, Networks Business Group, Nokia

1998–2005. Various executive positions

at Nokia in Finland and in the United

States 1983–1998.

Chair of the Board of the Finnish Climate

Leadership Coalition (CLC). Senior Advisor

of DevCo Partners Oy.

Member of the Board of Technology

Industries of Finland 2021–2023. Member

of the Board of Directors of Aalto

University 2018–2023. Member of the

Supervisory Board of Mercedes-Benz

Group AG 2008–2023. Member of the

Supervisory Board of Deutsche Telekom

AG 2012–2018. Chair of the Board of

Directors of Fortum Corporation 2011–

2018. Member of the Board of Directors

of Akzo Nobel 2012–2017.

Vice Chair of Nokia Board since 2022.

Nokia Board member since 2019.

Chair of the Corporate Governance and

Nomination Committee and member

of the Strategy Committee.

MBA (honours), IMD, Switzerland.

Bachelor of Business Administration,

Copenhagen Business School, Denmark.

Maersk International Shipping Education

(M.I.S.E.).

Chief Executive Officer of A.P. Møller –

Mærsk A/S 2016–2022. Chief Executive

Officer of Maersk Line 2012–2016.

Chief Executive Officer of Maersk Tankers

2001–2011. Variety of executive roles,

senior positions and other roles at A.P.

Møller – Mærsk since 1983.

Chair of the Board of the Mærsk

Mc-Kinney Møller Center for Zero Carbon

Shipping (a not-for-profit foundation).

Chair of the Board of HES International.

Chair of of the Board of Controlant hf.

Chair of the Board of Bygma A/S. Member

of the Board of CV Obel A/S. Senior

Advisor to Global Infrastructure Partners

(GIP), Chair of GIP portfolio Companies

VTG GmbH and Skyborn Renewables

GmbH.

Founding Partner of Lifeline Ventures.

Nokia Board member since 2023.

Member of the Personnel Committee

and the Technology Committee.

Master’s degree in Industrial

Management, Helsinki University of

Technology, Finland.

Head of Strategy and Business

Development, Blyk 2006–2009. Founding

CEO, Vice President of Worldwide

Commercial Operations, CRF Health

2000–2006. Consultant, McKinsey &

Company 1999–2000.

Chair of the Board of Directors of Canatu

Plc (former Lifeline SPAC I Plc). Chair of

the Board of Finnish Startup Community.

Member of the Board of Directors of

Solidium Oy and various other board

positions in private companies.

Member of the Board of Directors of

Digital Workforce Services Plc 2016–2025.

Member of the Board of Finnish Business

and Policy Forum EVA and Research

Institute for Finnish Economy (ETLA)

2015–2024. Member of the Board of

Directors of Tietoevry Corporation 2017–

2023. Chair of the Board of Slush

Conference 2018–2023 and member of

the Board 2013–2018. Member of the

Board of Business Finland 2014–2020.

Member of the Board, Startup

Foundation 2015–2018.

Nokia Board member since 2023. Chair of

the Strategy Committee and member of

the Personnel Committee.

MBA, the Wharton School at the

University of Pennsylvania, United States.

Bachelor of Science in Economics, Arizona

State University, United States.

Advisory Partner, the Consello Group. Co-

Founder of Moelis & Company; served as

the Chief Operating Officer 2007–2023.

Managing Director, Office of the CEO at

UBS Investment Bank 2005–2007.

Chief Operating Officer and Chief

Administrative Officer of the UBS

Investment Banking Department

Americas franchise 2001–2005.

Investment Principal, McCown De Leeuw

& Company 2000–2001. Investment

Principal, Morgan Stanley Capital Partners

1997–2000. Vice President, Investment

Banking, Merrill Lynch & Co. 1994–1997.

Associate, Investment Banking, J.P.

Morgan Securities 1992–1994. Analyst,

Merrill Lynch & Co. 1988–1990.

Trustee Emeritus, The Royal Academy

Trust, London.

Member of the Board of Directors

of Exscientia Plc 2021–2024. Member

of the Board of Directors of Moelis &

Company 2017–2021.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	38

Corporate governance statement continued

Biographical details of our current Board members continued

Thomas Dannenfeldt	Lisa Hook	Mike McNamara
b. 1966	b. 1958	b. 1964

Nokia Board member since 2020. Chair of

the Personnel Committee and member of

the Audit Committee and the Strategy

Committee.

Degree in Mathematics, University of

Trier, Germany.

Chief Financial Officer of Deutsche

Telekom AG 2014–2018. Chief Financial

Officer of Deutsche Telekom’s German

operations 2010–2014. Various

operational positions (sales, marketing,

customer care, finance and procurement

in fixed and mobile business, national

and international positions) at Deutsche

Telekom 1992–2010.

Chair of the Supervisory Board of

Ceconomy AG and Chair of the

Presidential Committee and Strategy

Committee. Member of the Board of

Advisors at axxessio GmbH.

Member of the Board of Directors of

T-Mobile US Inc. 2013–2018. Member of

the Board of Directors of Buy-In 2013–

2018. Chair of the Board of Directors of

T-Systems International 2013–2018.

Chair of the Board of Directors of EE Ltd.

2014–2016.

Nokia Board member since 2022.

Member of the Audit Committee,

the Corporate Governance and

Nomination Committee and the Strategy

Committee.

Juris Doctorate, Dickinson School of Law

at Pennsylvania State University, United

States. Bachelor’s degree in Public Policy,

Duke University, United States.

President and CEO of Neustar, Inc. 2010–

2018 and COO 2008–2010. President

and CEO of Sunrocket, Inc. 2006–2007.

Executive positions at America Online,

Inc. 2000–2004. Previous positions as

Partner at Brera Capital Partners,

managing director of Alpine Capital

Group, LLC., various executive positions

at Time Warner, Inc., legal adviser to the

Chairman of the Federal Communications

Commission, and General Counsel of the

Cable Group at Viacom International, Inc.

Member of the Board of Directors of FIS

Global Inc. Lead Independent Director of

the Board of Directors of Philip Morris

International. Member of the Board of

Zayo Group. Chair of Advisory Board of

Trilantic Capital Partners. Member of the

US National Security Telecommunications

Advisory Committee.

Member of the Board of Directors of

Ritchie Bros. Auctioneers Inc. 2021–2023,

Ping Identity Holding Corp. 2019–2022,

Partners Group Holdings 2020–2021,

Unisys Corp. 2019–2021, Neustar, Inc.

2010–2019 and RELX Plc 2006–2016.

Nokia Board member since 2024.

Member of the Audit Committee and

the Technology Committee.

Bachelor of Engineering, University

College Dublin, Ireland.

Strategic Advisor, Target Corporation

2022–2023. Executive Vice President

and Chief Information Officer, Target

Corporation 2015–2022. Chief

Information Officer, Tesco 2011–2015.

Director of Operations Development and

IT, Tesco 2006–2011. Chief Technology

Officer Tesco.com, Tesco 1999–2006.

Senior Manager, Accenture 1991–1998.

Computer Programmer, British Telecom

1989–1991.

Member of the Board of Directors of

Hawaiian Holdings, Inc. 2020–2024.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	39

Corporate governance statement continued

Biographical details of our current Board members continued

Thomas Saueressig	Carla Smits-Nusteling	Kai Öistämö
b. 1985	b. 1966	b. 1964

Member of the Executive Board of SAP SE

and Global Head of SAP Product

Engineering. Nokia Board member since

2022. Member of the Technology

Committee.

Degree in Business Information

Technology, University of Cooperative

Education in Mannheim, Germany. Joint

Executive MBA from ESSEC, France and

Mannheim Business School, Germany.

Chief Information Officer of SAP SE

2016–2019, Vice President, Global Head

of IT Services of SAP SE 2014–2016. Held

various positions at SAP in Germany since

2007, including assignment in the SAP

Labs Silicon Valley in Palo Alto, California,

the United States.

Member of the Young Global Leaders of

the World Economic Forum. Member of

the Industry Advisory Board of the

Munich Institute of Robotics and

Machine Intelligence (MIRMI).

Nokia Board member since 2016. Chair of

the Audit Committee and member of the

Corporate Governance and Nomination

Committee.

Master’s Degree in Business Economics,

Erasmus University Rotterdam, the

Netherlands. Executive Master of Finance

and Control, Vrije University Amsterdam,

the Netherlands.

Member of the Board of Directors and

Chief Financial Officer of KPN 2009–2012.

Various financial positions at KPN 2000–

2009. Various financial and operational

positions at TNT/PTT Post 1990–2000.

Member of the Board and Chair of the

Audit Committee of CVC Capital Partners

plc. Member of the Board of Directors of

the Stichting Continuïteit Ahold Delhaize

(SCAD) foundation.

Member of the Board of Directors of

Allegro.eu SA 2020–2024. Chair of the

Board of Directors of TELE2 AB 2013–

2023. Lay Judge in the Enterprise Court

of the Amsterdam Court of Appeal 2015–

2022. Member of the Supervisory Board

and Chair of the Audit Committee of

ASML 2013–2021. Member of the

Management Board of the Unilever Trust

Office 2015–2019.

President and CEO of Vaisala Corporation.

Nokia Board member since 2022. Chair of

the Technology Committee and member

of the Corporate Governance and

Nomination Committee.

PhD in computer science, Tampere

University of Technology, Finland.

Chief Operating Officer of InterDigital,

Inc. 2018–2020. Executive Partner of Siris

Capital Group 2016–2018. EVP, Chief

Development Officer at Nokia 2010–

2014. EVP, Devices at Nokia 2008–2010.

EVP, Mobile Phones Business Group at

Nokia 2006–2008. Several previous

positions at Nokia 1991–2006.

Venture Partner of Kvanted Oy.

Chairman of the Board of Fastems Group

2014–2022. Member of the Board of

Directors of Sanoma Group 2010–2021.

Chairman of the Board of Helvar Oy Ab

2014–2020. Member of the Board of

Directors of Mavenir Plc 2017–2018.

Member of the Board of Directors of

Digia / Qt Group Oyj 2015–2018. Member

of the Board of Directors of InterDigital,

Inc. 2015–2018. Member of the Board of

Directors of oikian solutions Oy 2014–

2018. Chairman of the Board, Tampere

University 2013–2017. Chairman of the

Board of Directors, Tekes 2012–2014.

Member of the Board of Directors of

Nokian Renkaat Plc 2008–2010.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	40

Corporate governance statement continued

Operations of the Board of Directors

The Board represents and is accountable to the shareholders

of Nokia. While its ultimate statutory accountability is to the

shareholders, the Board also takes into account the interests

of Nokia’s other stakeholders. The Board’s responsibilities are

active, not passive, and include the responsibility to evaluate

the strategic direction of Nokia, its management policies and

the effectiveness of the implementation of such by the

management on a regular basis. It is the responsibility of the

members of the Board to act in good faith and with due care,

so as to exercise their business judgment on an informed basis,

in a manner that they reasonably and honestly believe to be in

the best interests of Nokia and its shareholders. In discharging

this obligation, the members of the Board must inform

themselves of all relevant information reasonably available to

them. The Board and each Board Committee also have the

power to appoint independent legal, financial or other advisers

as they deem necessary. The Company will provide sufficient

funding to the Board and to each Committee to exercise

their functions and provide compensation for the services

of their advisers.

The Board has the responsibility for appointing and discharging

the President and Chief Executive Officer, Chief Financial

Officer and Chief Legal Officer. The Board is ultimately

responsible for, and its duties include, monitoring and

reviewing Nokia’s financial reporting process, the effectiveness

of related control and audit functions and the independence of

Nokia’s external auditor, as well as monitoring the Company’s

statutory audit. The Board’s responsibilities also include

overseeing the structure and composition of our top

management and monitoring legal compliance and the

management of risks related to our operations. In doing so,

the Board may set annual ranges and/or individual limits for

capital expenditures, investments and divestitures and other

financial and non-financial commitments that may not be

exceeded without a separate Board approval.

In risk management, the Board’s role includes risk analysis

and assessment in connection with financial, strategy and

business reviews, updates and decision-making proposals.

Risk management policies and processes are an integral part

of Board deliberations and risk-related updates are provided to

the Board on a recurring basis. For a more detailed description

of our risk management policies and processes, refer to the

“Risk management, internal control and internal audit functions

at Nokia—Risk management principles” section.

The Board approves and the independent directors of the

Board confirm the compensation and terms of employment of

the President and CEO, subject to the requirements of Finnish

law, upon the recommendation of the Personnel Committee

of the Board. The compensation and terms of employment of

the other Group Leadership Team members are approved by

the Personnel Committee upon the recommendation of the

President and CEO.

Board oversight of environmental and social activities and

governance practices

Under our Corporate Governance Guidelines, the Board

evaluates Nokia’s environmental and social activities and

governance practices (ESG), related risks and target setting as

well as their implementation and effectiveness across the

Company. In 2024, the Board reviewed our sustainability

strategy and targets, approved the targets on climate change

in the long-term incentive plan, approved the targets on health

and safety and diversity included in the short-term incentive

plan and monitored them and other ESG targets, as well as the

evolving ESG requirements and expectations, investor

feedback, our disclosure approach, and Nokia’s net-zero

commitment and roadmap.

In addition, the Board Committees monitor environmental

and social developments and activities in the Company in

their respective areas of responsibilities. The Audit Committee

reviews sustainability disclosures annually, as well as the

information on the use of conflict minerals in Nokia’s products

presented in the annual reports and the related regulatory

filings. During 2024, the Audit Committee’s responsibilities

included the continued implementation planning of new

climate- and other sustainability reporting requirements,

including the double materiality assessment, preparing the

proposal for election of the auditor carrying out the assurance

of the sustainability reporting, and oversight of the ethics and

compliance program.

The Personnel Committee oversees human capital

management, including personnel policies and practices

related to Nokia’s culture, physical safety, employee well-being,

diversity, recruiting, development and retention. In 2024,

the Personnel Committee focused, among other things, on a

people risk review, including physical safety and succession

planning.The Committee has also recommended to the Board

to include carbon emission reduction in the metrics of the

long-term incentive plan as well as diversity and health

and safety as metrics in the short-term incentive plan.

The Corporate Governance and Nomination Committee

assesses and advises the Board on ESG-related activities

and practices, aiming to enhance the governance structure

supporting them. The Technology Committee reviews how the

Company’s ESG strategy embeds into its technology strategy

and roadmaps.

Board oversight of cybersecurity

Nokia group-level security is set up in four domains: product,

service, information, and customer security. While the oversight

of the security risks and their management, including

cybersecurity, is a Board level responsibility in the Company,

the detailed reviews of the different security domains are

allocated to the Committees of the Board. These Committees

are responsible for monitoring and assessing the security,

including cybersecurity-related risks and reporting to the Board

in their respective areas of responsibilities. The responsibilities

of the Audit Committee include oversight of the management

and processes related to the IT and services security risks and

maturity, including security-related controls, compliance,

incident process, disclosures and risk management. The

Technology Committee oversees the product and customer

security risk management. The Committees report to the

Board on a regular basis and prepare recommendations to the

Board, whenever deemed necessary. The Board also receives

regular updates on cybersecurity.

Board oversight of Artificial Intelligence (AI)

The proliferation of AI technologies is creating new

opportunities for innovation. To ensure the responsible use of

AI, particularly with respect to ethics, privacy, and security, we

established a comprehensive AI governance framework in 2024

at Nokia, including a central steering committee and a separate

AI governance board for the group-level policies and

procedures, incident reporting, coordination and related

communication. The Board’s oversight of AI development is

based on principles similar to those we apply to other advanced

technologies. The Technology Committee of the Board has

reviewed the AI governance framework before its adoption and

is responsible for overseeing that compliance with all relevant

regulatory frameworks for AI has been effectively arranged.

The Technology Committee will also be updated to monitor and

stay informed on the progress and challenges of using AI, both

at a strategic and operational level. The Technology Committee

reports to the Board on the AI governance at Nokia and on AI

related topics on a regular basis.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	41

Corporate governance statement continued

Key areas of focus for the Board’s and its Committees’ activities in 2024

The table below sets out a high-level overview of the key areas of focus for the Board’s and its Committees’ activities during the year. The Board also established a new Strategy Committee in April

2024. The Strategy Committee held seven meetings during the year 2024 to discuss various strategic initiatives related to developing Nokia’s corporate and business strategies.

	January	February/March	April	May	June/July	September/October	November/December
Board	–Business and financial reviews<br><br>–Q4 and 2023 financials<br><br>–Strategy execution update<br><br>–Annual General Meeting<br><br>(AGM) proposals, including.<br><br>profit distribution<br><br>–Annual Policy and Charter<br><br>review<br><br>–Board evaluation<br><br>–Review of CEO’s performance,<br><br>remuneration and targets	–Annual report and 20-F<br><br>–Remuneration Report<br><br>2023	–AGM and appointing<br><br>Board Chair, Vice Chair<br><br>and Committee members<br><br>–Business and financial<br><br>reviews<br><br>–Strategy execution<br><br>update<br><br>–Q1 financials	–Business and financial<br><br>reviews<br><br>–Strategy execution update<br><br>–Geopolitical update<br><br>–Macroeconomics update<br><br>–Product and customer<br><br>security update<br><br>–Shareholder activism<br><br>preparedness update<br><br>–Litigation and compliance<br><br>update	–Business and financial<br><br>reviews<br><br>–Q2 financials<br><br>–Strategy execution<br><br>update<br><br>–Annual sustainability<br><br>review	–Annual strategy meeting<br><br>–Business and financial reviews<br><br>–Geopolitical update<br><br>–Innovation framework<br><br>–People update<br><br>–Q3 financials	–Business and financial<br><br>reviews<br><br>–Long-range forecast and<br><br>annual target setting<br><br>–Key risks review<br><br>–Investors’ feedback on<br><br>governance, remuneration<br><br>and sustainability<br><br>–Digitalization and security<br><br>update<br><br>–Geopolitical update
Corporate<br><br>Governance<br><br>and<br><br>Nomination<br><br>Committee	–AGM proposals on Board<br><br>composition and<br><br>remuneration<br><br>–Independence review<br><br>–Corporate governance<br><br>statement		–Committee compositions<br><br>–Annual Clock and<br><br>discussion on Committee<br><br>work<br><br>–Future Board<br><br>composition	–Future Board composition<br><br>–Management succession<br><br>planning		–Corporate governance<br><br>developments in regulation<br><br>–Future Board composition<br><br>–Board evaluation approach<br><br>–Management succession<br><br>planning	–Board remuneration review<br><br>and benchmarking<br><br>–Annual assessment of<br><br>director commitments<br><br>–Future Board composition<br><br>–Annual Charter review
Personnel<br><br>Committee	–Incentive achievements for<br><br>2023<br><br>–CEO and GLT performance<br><br>–Incentive targets and<br><br>objectives for 2024<br><br>–Long-term Incentive Plan<br><br>(LTI) grant proposal for 2024<br><br>–Remuneration Report 2023			–AGM shareholder<br><br>feedback<br><br>–GLT remuneration<br><br>–Culture update<br><br>–Succession planning	–Remuneration Policy 2025<br><br>–LTI performance update<br><br>–Human capital risk review,<br><br>including physical safety<br><br>–Committee adviser’s<br><br>market and benchmarking<br><br>update<br><br>–Succession planning	–Incentive Compensation<br><br>Clawback Policy<br><br>–Independent adviser review<br><br>–LTI design for 2025<br><br>–Remuneration Policy 2025<br><br>including shareholder<br><br>consultation<br><br>–Workforce demographics	–LTI budget for 2025<br><br>–2025 incentive targets<br><br>–Investor feedback<br><br>–Planning of Remuneration<br><br>Report for 2024<br><br>–Succession planning<br><br>–Executive shareholding<br><br>assessment<br><br>–Annual Charter review
Audit<br><br>Committee	–Q4 and 2023 financials<br><br>–Auditor reporting<br><br>–Ethics and compliance,<br><br>internal audit, treasury and<br><br>internal controls updates<br><br>–AGM proposals to the Board<br><br>–Information and service<br><br>security update<br><br>–Annual Charter and Policy<br><br>review	–Annual report and 20-F<br><br>for 2023, including<br><br>sustainability reporting<br><br>–Auditor reporting<br><br>–Internal controls update<br><br>–Double materiality<br><br>assessment	–Q1 financials<br><br>–Auditor reporting<br><br>–Ethics and compliance,<br><br>internal audit and<br><br>internal controls updates<br><br>–Tax update<br><br>–Treasury update<br><br>–Conflict Minerals Report		–Q2 financials<br><br>–Auditor reporting<br><br>–Ethics and compliance,<br><br>internal audit and internal<br><br>controls updates	–Q3 financials<br><br>–Auditor reporting<br><br>–Ethics and compliance, internal<br><br>audit and internal controls<br><br>updates<br><br>–ESG disclosure and reporting<br><br>developments, processes and<br><br>controls<br><br>–Information and service<br><br>security updates<br><br>–Finance IT and digitalization<br><br>update	–Treasury update<br><br>–Pensions update<br><br>–Audit, internal audit and<br><br>internal controls updates<br><br>–Privacy and cybersecurity<br><br>update<br><br>–Annual Charter and Policy<br><br>review
Technology<br><br>Committee		–Updates on innovation<br><br>and technology trends<br><br>–Review of strategic<br><br>technology initiatives		–Updates on innovation<br><br>and technology trends<br><br>–Review of strategic<br><br>technology initiatives		–Sustainability technology<br><br>strategy<br><br>–Updates on innovation and<br><br>technology trends<br><br>–Review of strategic technology<br><br>initiatives<br><br>–Product and customer security	–Updates on innovation and<br><br>technology trends including<br><br>AI<br><br>–Review of strategic<br><br>technology initiatives<br><br>–Product and customer<br><br>security and AI updates

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	42

Corporate governance statement continued

Board evaluation

In line with our Corporate Governance Guidelines, the Board

conducts a comprehensive annual performance evaluation,

which also includes evaluation of the Board Committees’

work, the Board and Committee Chairs and individual Board

members. The Board evaluation is conducted as a self-

evaluation, typically with a detailed questionnaire, while an

external evaluator is periodically engaged. Feedback is also

requested from selected members of management as part of

the Board evaluation process. The questions aim to measure

and elicit feedback on the processes, structure, accountability,

transparency, and effectiveness of the Board and to gain an

overview of the issues that are areas of excellence, areas where

the Board thinks greater focus is warranted and determining

areas where the performance could be enhanced.

Each year, the results of the evaluation are discussed and

analyzed by the entire Board and improvement actions are

agreed based on such discussions. In 2024, the evaluation

process was carried out as a thorough self-evaluation for

a second consecutive year by using an external evaluation

platform that included both numeric assessments and the

possibility to provide more detailed written comments.

The questionnaire comprised areas such as Nokia purpose

and strategy, Board agenda and meetings, and Board

composition and dynamics, as well as information,

reporting and risk management.

Meetings of the Board of Directors

The Board of Directors constitutes a quorum if more than half

of its members are present. The Board held 20 meetings

excluding Committee meetings during 2024. In total 12 (60%)

of these meetings were regular meetings in person or by video

connection. The other eight meetings were held in writing.

Directors’ attendance at the Board and Committee meetings in 2024 is set forth in the table below:

	Board meeting attendance		Board and Committee meeting<br><br>attendance(1)
Member	Meetings	%	Meetings	%
Sari Baldauf (Chair)	20/20	100%	38/38	100%
Søren Skou (Vice Chair)	19/20	95%	31/33	94%
Timo Ahopelto	18/20	90%	28/30	94%
Elizabeth Crain	20/20	100%	34/34	100%
Thomas Dannenfeldt	20/20	100%	37/38	97%
Lisa Hook	20/20	100%	37/37	100%
Jeanette Horan (until 3 April 2024)	3/4	75%	5/7	71%
Mike McNamara (as of 3 April 2024)	17/17	100%	24/24	100%
Thomas Saueressig	20/20	100%	24/24	100%
Carla Smits-Nusteling	17/20	85%	28/31	90%
Kai Öistämö	20/20	100%	29/29	100%
Average attendance (%)		95%		95%

(1)Any director who so wishes may attend, as a non-voting observer, meetings of committees of which they are not members. Figures exclude directors attending committee

meetings as non-voting observers.

Directors meet without management in connection with each

regularly scheduled meeting. According to Board practices,

meetings without management present are only attended by

non-executive directors. These meetings are chaired by the

non-executive Chair of the Board. In cases where the non-

executive Chair of the Board is unable to chair these meetings,

the non-executive Vice Chair of the Board chairs the meeting.

Additionally, the independent directors would meet separately

at least once annually. In 2024, all members of the Board were

non-executive and determined to be independent from Nokia

and significant shareholders under the Finnish Corporate

Governance Code and the rules of the NYSE.

Committees of the Board of Directors

In 2024, the Board of Directors established a new Strategy

Committee and therefore had five Committees that assisted

the Board in its duties pursuant to their respective Committee

charters. The Board may also establish new or ad hoc

committees for detailed reviews or consideration of particular

topics to be proposed for the approval of the Board. Any

director who so wishes may attend, as a non-voting observer,

meetings of Committees of which they are not members.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	43

Corporate governance statement continued

The Audit Committee

The following table sets forth the members of the Audit

Committee and their meeting attendance in 2024:

	Attendance
Member	Meetings	%
Carla Smits-Nusteling (Chair)	6/6	100%
Timo Ahopelto (until 3 April 2024)	2/2	100%
Elizabeth Crain (until 3 April 2024)	2/2	100%
Thomas Dannenfeldt	6/6	100%
Lisa Hook (as of 3 April 2024)	4/4	100%
Jeanette Horan (until 3 April 2024)	2/2	100%
Mike McNamara (as of 3 April 2024)	4/4	100%
Average attendance (%)		100%

The Committee consists of a minimum of three members of

the Board who meet all applicable independence, financial

literacy and other requirements as stipulated by Finnish law,

the Finnish Corporate Governance Code and the rules of the

NYSE. As of 3 April 2024, the Audit Committee has consisted of

the following four members of the Board: Carla Smits-Nusteling

(Chair), Thomas Dannenfeldt, Lisa Hook and Mike McNamara.

The Committee is responsible for assisting the Board in the

oversight of:

■the quality and integrity of the Company’s financial

statements, related disclosures and sustainability reporting;

■the statutory audit of the Company’s financial statements,

related disclosures and sustainability reporting;

■the qualifications and independence of the external auditor

and the sustainability reporting assurer;

■the performance of the external auditor and the assurer

subject to the requirements of Finnish law;

■the performance of the Company’s internal controls,

risk management and the assurance function;

■the performance of the internal audit function;

■the Company’s compliance with legal and regulatory

requirements, including the performance of its ethics

and compliance program;

■the monitoring and assessment of any related party

transactions;

■the pension liabilities and taxation of the Company; and

■the processes and management related to the cybersecurity

of the Company, including information and services security.

In discharging its oversight role, the Audit Committee has full

access to all Company books, records, facilities and personnel.

The Audit Committee also maintains procedures for the

receipt, retention and treatment of complaints received by

Nokia regarding accounting, internal controls, auditing or

sustainability reporting matters and for the confidential,

anonymous submission by our employees of concerns relating

to accounting, auditing or sustainability reporting assurance

matters. Nokia’s disclosure controls and procedures, which

are reviewed by the Audit Committee and approved by the

President and CEO and the Chief Financial Officer, as well as

the internal controls over financial reporting, are designed

to provide reasonable assurance regarding the quality

and integrity of Nokia’s financial statements and related

disclosures. For further information on internal control over

financial reporting, refer to the section “Risk management,

internal control and internal audit functions at Nokia––

Description of internal control procedures in relation to the

financial reporting process”.

Under the Finnish Companies Act, an external auditor and a

sustainability reporting assurer are elected by a simple majority

vote of the shareholders at the Annual General Meeting for one

year at a time. The Audit Committee prepares the proposal to

the shareholders for the election of the nominees, upon its

evaluation of the qualifications and independence of the

external auditor and the sustainability reporting assurer.

Under Finnish law, the fees of the external auditor and of

the sustainability reporting assurer are approved by the

shareholders by a simple majority vote at the Annual General

Meeting. The Committee prepares the proposals to the

shareholders in respect of the fees of the external auditor and

the sustainability reporting assurer, and approves their annual

fees under the guidance given by the Annual General Meeting.

For information about the fees paid to Nokia’s external auditor

and sustainability reporting assurer, Deloitte Oy, during 2024

refer to the section “Auditor fees and services”.

The Board has determined all current Committee members

be ‘financially literate’ satisfying the applicable financial-

sophistication requirement by the New York Stock Exchange.

In addition, three Committee members, Carla Smits-Nusteling,

Thomas Dannenfeldt and Lisa Hook, are determined to be

‘audit committee financial experts’ as defined in the

requirements of Item 16A of the Annual Report on Form 20-F

filed with the U.S. Securities and Exchange Commission (SEC).

Carla Smits-Nusteling and each of the other members of the

Audit Committee are “independent directors” as defined by

Finnish law, the Finnish Corporate Governance Code and in

Section 303A.02 of the NYSE Listed Company Manual.

The Audit Committee meets a minimum of four times a year.

The Committee meets separately with the representatives of

Nokia’s management, heads of the internal audit, and ethics

and compliance functions, and the external auditor in

connection with each regularly scheduled meeting. The head of

the internal audit function has, at all times, direct access to the

Audit Committee, without the involvement of management.

Audit Committee pre-approval policies and procedures

The Audit Committee of the Board is responsible, among other

matters, for oversight of the external auditor’s independence,

subject to the requirements of applicable legislation. The

Audit Committee has adopted a policy regarding an approval

procedure of audit services performed by the external auditors

of the Nokia Group and permissible non-audit services

performed by the principal external auditor of the Nokia Group

(the “Pre-approval Policy”).

Under the Pre-approval Policy, proposed services either:

(i) may be pre-approved by the Audit Committee in accordance

with certain service categories described in the Pre-approval

Policy (general pre-approval); or (ii) require the specific

pre-approval of the Audit Committee (specific pre-approval).

The Pre-approval Policy sets out the audit, audit-related, tax

and other services that have received the general pre-approval

of the Audit Committee. All other audit, audit-related (including

services related to internal controls and significant mergers

and acquisitions projects), tax and other services are subject

to specific pre-approval by the Audit Committee. All service

requests concerning generally pre-approved services are

submitted to an appointed Audit Committee delegate within

management, who determines whether the services are within

the generally pre-approved services. The Pre-approval Policy is

subject to annual review by the Audit Committee.

The Audit Committee establishes budgeted fee levels annually

for each of the categories of audit and non-audit services that

are pre-approved under the Pre-approval Policy, namely, audit,

audit-related, tax and other services. At each regular meeting

of the Audit Committee, the auditor provides a report in order

for the Audit Committee to review the services that the auditor

is providing, as well as the cost of those services.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	44

Corporate governance statement continued

The Corporate Governance and Nomination Committee

The following table sets forth the members of the Corporate

Governance and Nomination Committee and their meeting

attendance in 2024:

	Attendance
Member	Meetings	%
Søren Skou (Chair)	5/5	100%
Sari Baldauf	5/5	100%
Lisa Hook	5/5	100%
Carla Smits-Nusteling	5/5	100%
Kai Öistämö	5/5	100%
Average attendance (%)		100%

The Committee consists of three to five members of the

Board who meet all applicable independence requirements as

stipulated by Finnish law, the Finnish Corporate Governance

Code and the rules of the NYSE. As of 3 April 2024, the

Corporate Governance and Nomination Committee has

consisted of the following five members of the Board: Søren

Skou (Chair), Sari Baldauf, Lisa Hook, Carla Smits-Nusteling

and Kai Öistämö.

The Committee fulfills its responsibilities by:

■actively identifying individuals qualified to be elected

members of the Board, as well as considering and

evaluating the appropriate level and structure of director

remuneration;

■preparing and evaluating the principles regarding Board

diversity;

■preparing proposals to the shareholders on the director

nominees for election at the general meetings, as well as

director remuneration;

■monitoring and assessing the directors’ current and planned

time commitments outside the Nokia Board and their

attendance at Nokia Board and Committee meetings;

■monitoring significant developments in the law and practice

of corporate governance, including the sustainability-

related governance trends and the directors’ duties and

responsibilities;

■assisting the Board and each Committee of the Board

in its annual performance evaluation process, including

establishing criteria to be applied in connection with

such evaluations;

■developing and administering Nokia’s Corporate

Governance Guidelines and giving recommendations

regarding them to the Board; and

■reviewing Nokia’s disclosure in the corporate governance

statement.

The Committee has the power and practice to appoint

a recruitment firm to identify appropriate new director

candidates.

The Personnel Committee

The following table sets forth the members of the Personnel

Committee and their meeting attendance in 2024:

	Attendance
Member	Meetings	%
Thomas Dannenfeldt (Chair)	5/5	100%
Timo Ahopelto (as of 3 April 2024)	4/4	100%
Sari Baldauf	5/5	100%
Elizabeth Crain (as of 3 April 2024)	5/5	100%
Lisa Hook (until 3 April 2024)	1/1	100%
Søren Skou (until 3 April 2024)	1/1	100%
Average attendance (%)		100%

The Committee consists of a minimum of three members of

the Board who meet all applicable independence requirements

as stipulated by Finnish law, the Finnish Corporate Governance

Code and the rules of the NYSE. As of 3 April 2024, the

Personnel Committee has consisted of the following four

members of the Board: Thomas Dannenfeldt (Chair),

Timo Ahopelto, Sari Baldauf and Elizabeth Crain.

The Committee has overall responsibility for evaluating,

resolving and making recommendations to the Board

regarding:

■preparing the Remuneration Policy and the Remuneration

Report;

■compensation and terms of employment of the Company’s

senior management;

■human capital management;

■all equity-based plans;

■incentive compensation plans, policies and programs

of the Company affecting executives; and

■possible other significant incentive plans.

The Committee is responsible for preparing the Remuneration

Policy, including Nokia’s compensation philosophy and

principles and ensuring that the Company’s compensation

programs are performance-based, designed to contribute to

long-term shareholder value creation in line with shareholders’

interests, properly motivate management and are aligned

with the Remuneration Policy, as well as supporting overall

corporate strategies.

The Committee also oversees human capital management

and periodically reviews the personnel policies and practices

of Nokia related to human capital management and social

responsibilities relating to its employees, including Company

culture, physical safety, employee wellbeing, morale, diversity,

equity and inclusion, talent management and development,

succession planning, resourcing, recruiting, attrition,

retention and employee engagement.

Nokia Annual Report on Form 20-F 2024

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Corporate governance statement continued

The Strategy Committee

The following table sets forth the members of the Strategy

Committee and their meeting attendance in 2024:

	Attendance
Member	Meetings	%
Elizabeth Crain (Chair)	7/7	100%
Sari Baldauf	7/7	100%
Thomas Dannenfeldt	6/7	86%
Lisa Hook	7/7	100%
Søren Skou	6/7	86%
Average attendance (%)		94%

The Committee consists of a minimum of three members of

the Board who meet all applicable independence requirements

as stipulated by Finnish law, the Finnish Corporate Governance

Code and the rules of the NYSE. As of 3 April 2024, the

Strategy Committee has consisted of the following five

members of the Board: Elizabeth Crain (Chair), Sari Baldauf,

Thomas Dannenfeldt, Lisa Hook and Søren Skou.

The Committee is established by the Board primarily for the

purpose of assisting the Board with respect to various strategic

initiatives related to developing Nokia’s corporate and business

strategies and capturing the strategic opportunities identified

under them.

The Committee’s duties may include:

■overseeing the preparation of strategies related to

strategic initiatives;

■reviewing the prospective alternatives for the strategic

initiatives identified by management;

■acting as a preparatory body for assessing the specific

strategic initiatives requiring the Board’s decision;

■overseeing the implementation of the strategic initiatives;

and

■evaluating the outcomes of the strategic initiatives,

focusing on their implementation, financial results and

long-term success.

The Technology Committee

The following table sets forth the members of the Technology

Committee and their meeting attendance in 2024:

	Attendance
Member	Meetings	%
Kai Öistämö (Chair)	4/4	100%
Timo Ahopelto	4/4	100%
Sari Baldauf (until 3 April 2024)	1/1	100%
Jeanette Horan (until 3 April 2024)	0/1	0%
Mike McNamara (as of 3 April 2024)	3/3	100%
Thomas Saueressig	4/4	100%
Average attendance (%)		83%

The Committee consists of a minimum of three members of

the Board who meet applicable independence requirements

as stipulated by Finnish law, the Finnish Corporate Governance

Code and the rules of the NYSE and have such skills in

innovation, technology and science matters as the Board

determines adequate from time to time. As of 3 April 2024,

the Technology Committee has consisted of the following four

members of the Board: Kai Öistämö (Chair), Timo Ahopelto,

Mike McNamara and Thomas Saueressig.

In its dialogue with and provision of feedback and advice to

the management, the Committee will periodically review:

■the Company’s technological competitiveness and new

strategic technology initiatives as well as market trends,

considering both organic and inorganic options to retain

or attain competitiveness;

■the Company’s approach to major technological

innovations;

■key technology trends that may result in disruptive threats

or opportunities and the proposals on how to adequately

address them;

■high-level risks and opportunities associated with the

Company’s Research and Development Programs;

■embedding sustainability in the technology roadmaps; and

■the processes and management related to the

cybersecurity of the Company, including product and

customer security.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	46

Corporate governance statement continued

Group Leadership Team and the President and CEO

The Group Leadership Team is responsible for the operative

management of Nokia. The Group Leadership Team is chaired

by the President and CEO. The President and CEO’s rights and

responsibilities include those allotted to the President under

Finnish law.

On 31 December 2024, the Group Leadership Team consisted

of 11 members, including the President and CEO, representing

six different nationalities. In total 18% of the Group Leadership

Team members were female.

In addition to biographical information of the Group Leadership

Team members, the table on the right sets forth the number

of shares held by the members as at 31 December 2024, a

total of

3 726 540

Nokia shares. These holdings represented

approximately

0.07%

of our total shares and voting rights

excluding shares held by the Nokia Group. The number of

shares includes shares received as compensation as well as

shares acquired through other means. At 31 December 2024,

no American Depositary Shares (ADSs) were held by the Group

Leadership Team members. Stock options or other equity

awards that are deemed as being beneficially owned under

the applicable SEC rules are not included in the table.

| Summary of changes in the Group Leadership Team in 2024<br><br>The following members stepped down from the Group<br><br>Leadership Team:<br><br>■Amy Hanlon-Rodemich, Chief People Officer, as of<br><br>28 March 2024;<br><br>■Ricky Corker, Chief Customer Experience Officer, as of<br><br>13 June 2024;<br><br>■Jenni Lukander, President of Nokia Technologies, as of<br><br>18 October 2024; and<br><br>■Melissa Schoeb; Chief Corporate Affairs Officer, as of<br><br>18 October 2024.<br><br>Further, on 10 February 2025 Nokia announced that the current<br><br>President and CEO Pekka Lundmark will step down on<br><br>31 March 2025. | The Group Leadership Team was complemented with four<br><br>new appointments:<br><br>■Lorna Gibb, Chief People Officer, effective 13 June 2024;<br><br>■Louise Fisk, Chief Communications Officer, effective<br><br>18 October 2024;<br><br>■Patrik Hammarén, Acting President of Nokia Technologies,<br><br>effective 18 October 2024 (President of Nokia Technologies<br><br>as of 22 January 2025); and<br><br>■Mikko Hautala, Chief Geopolitical and Government Relations<br><br>Officer, effective 1 November 2024.<br><br>Further, on 10 February 2025 Nokia announced Justin Hotard’s<br><br>appointment as President and CEO, effective 1 April 2025. | | --- | --- || Name | Position | Gender | Year of birth | Nationality | On GLT since | Shares | | --- | --- | --- | --- | --- | --- | --- | | Pekka Lundmark | President and CEO | Male | 1963 | Finnish | 2020 | 1 573 826 | | Nishant Batra | Chief Strategy and Technology Officer | Male | 1978 | Indian | 2021 | 335 869 | | Louise Fisk | Chief Communications Officer | Female | 1976 | British | 2024 | 37 070 | | Lorna Gibb | Chief People Officer | Female | 1976 | British | 2024 | 16 477 | | Federico Guillén | President of Network Infrastructure | Male | 1963 | Spanish | 2016 | 480 262 | | Patrik Hammarén | Acting President of Nokia Technologies | Male | 1982 | Finnish | 2024 | 21 955 | | Mikko Hautala | Chief Geopolitical and Government Relations<br><br>Officer | Male | 1972 | Finnish | 2024 | 2 800 | | Esa Niinimäki | Chief Legal Officer | Male | 1976 | Finnish | 2023 | 49 903 | | Raghav Sahgal | President of Cloud and Network Services | Male | 1962 | American | 2020 | 618 318 | | Tommi Uitto | President of Mobile Networks | Male | 1969 | Finnish | 2019 | 268 619 | | Marco Wirén | Chief Financial Officer | Male | 1966 | Finnish/Swedish | 2020 | 321 441 |

Nokia Annual Report on Form 20-F 2024

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Corporate governance statement continued

Biographical details of the current members of the Nokia Group Leadership Team

Pekka Lundmark	Nishant Batra	Louise Fisk	Lorna Gibb
b. 1963	b. 1978	b. 1976	b. 1976

President and Chief Executive Officer

(CEO) since 2020. Rejoined Nokia in 2020.

Master’s degree in Information Systems,

Department of Technical Physics, Helsinki

University of Technology, Finland.

President and CEO, Fortum Corporation

2015–2020. President and CEO,

Konecranes Plc 2005–2015 and Group

Executive Vice President 2004–2005.

President and CEO, Hackman Oyj 2002–

2004. Managing Partner, Startupfactory

2000–2002. Various executive positions

at Nokia 1990–2000.

Member of the Board, Research Institute

of the Finnish Economy (ETLA) and

Finnish Business and Policy Forum (EVA).

International Member of the Royal

Swedish Academy of Engineering Sciences

(IVA). Member of the European Round

Table for Industry. Member of The

Business Council (the United States).

Commissioner, Broadband Commission

for Sustainable Development 2020–2024.

Chairman of the Board, Confederation

of Finnish Industries 2019–2020.

Member of the Board, East Office of

Finnish Industries 2009–2020. Chairman

of the Board, Finnish Energy 2016–2018.

Chief Strategy and Technology Officer

(CSTO). Group Leadership Team member

since 2021. Joined Nokia in 2021.

MBA from INSEAD. Master’s degrees in

Telecommunications and in Computer

Science, Southern Methodist University,

Dallas, the United States. Bachelor’s

degree in Computer Applications,

Devi Ahilya University, Indore,

Madhya Pradesh, India.

Executive Vice President and Chief

Technology Officer, Veoneer Inc. 2018–

2021. Several senior positions at Ericsson

2006–2018, in the United States, Sweden

and India.

Member of the Board of Directors, KPIT

Technologies Ltd. Chair of the Board of

ReOrbit Oy. Strategic Advisor, SoloPulse.

Member of the Board of Directors of

Sensys Gatso Group 2020–2022.

Chief Communications Officer (CCO).

Group Leadership Team member since

2024. Joined Nokia in 2020.

Advanced executive leadership

development, DUKE University. Advanced

global leadership, INSEAD business

school. Post graduate diploma in PR &

Journalism, University of Wales, College

of Cardiff, Wales, United Kingdom. BA

Hons in Communication, University of

Wales, College of Cardiff, Wales, United

Kingdom.

Vice President, Corporate Affairs

Programs & Corporate Communications,

Nokia 2020–2024. Global leadership

team, Communications and Marketing

Director, BAE Systems Applied

Intelligence 2015–2019. Head of Global

Communications, Investor Relations and

Marketing, Innovation Group 2012–2015.

Global PR Director & Deputy

Communications Director, Logica 2006–

2012. Partner & Associate Director, LEWIS

Communications 1999–2006.

Trustee of the Williams Syndrome

Foundation.

Chief People Officer (CPO). Group

Leadership Team member since 2024.

Joined Nokia in 2020.

Diploma in Legal Practice, University of

Edinburgh, Scotland. Bachelor of Laws,

University of Glasgow, Scotland

(combined with Master of Laws

programme in the University of North

Carolina, the United States).

Interim Chief People Officer, Nokia

March–June 2024. Vice President, Labour

& Employment, Nokia 2020–2024. Global

Human Resources Director, Skyscanner

2017–2020. People Director, easyJet

2013–2017. Senior HR Business Partner,

Direct Line Group (Royal Bank of Scotland

Group) 2012–2013. Various employment

legal/HR transformation consultancy

roles in 2002–2012.

Young Enterprise UK: Board Trustee – HR,

Remuneration and Nomination

Committee.

Nokia Annual Report on Form 20-F 2024

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Corporate governance statement continued

Biographical details of the current members of the Nokia Group Leadership Team continued

Federico Guillén	Patrik Hammarén	Mikko Hautala	Esa Niinimäki
b. 1963	b. 1982	b. 1972	b. 1976

President of Network Infrastructure.

Group Leadership Team member since

2016. Joined Nokia in 2016.

Degree in Telecommunications

Engineering, ETSIT at Universidad

Politécnica de Madrid, Spain. Master’s

degree in Switching & Communication

Architectures, ETSIT at Universidad

Politécnica de Madrid, Spain. Master’s

Degree in International Management,

ESC Lyon and Alcatel, France.

President of Customer Operations,

Europe, Middle East & Africa and Asia

Pacific, Nokia 2018–2020. President of

Fixed Networks, Nokia 2016–2018.

President of Fixed Networks, Alcatel-

Lucent 2013–2016. President and Chief

Senior Officer of Alcatel-Lucent Spain and

Global Account Manager Telefónica,

Alcatel-Lucent 2009–2013. Vice President

Sales of Vertical Market Sales in Western

Europe, Alcatel-Lucent 2009. Head of

Regional Support Center, Fixed Access

Division for South Europe, Middle East &

Africa, India and Caribbean & Latin

America, Alcatel-Lucent 2007–2009.

President and Chief Senior Officer, Alcatel

Mexico and Global Account Manager,

Telmex 2003–2007. Various R&D,

portfolio and sales management

positions with Telettra in Spain,

and with Alcatel in Spain, Belgium

and the United States 1989–2003.

Acting President of Nokia Technologies

(President of Nokia Technologies as of 22

January 2025). Group Leadership Team

member since 2024. Joined Nokia in

2007.

Master of Law, University of Helsinki,

Finland. Master of Science (Information

Networks), Aalto University, Finland.

Chief Licensing Officer Wireless

Technologies, Nokia Technologies 2024–

2024. Vice President, Head of IoT

Licensing Program, Nokia Technologies

2022–2024. Head of Patent Licensing

Greater China, Nokia Technologies 2020–

2022. Director, Patent Licensing, Nokia

Technologies 2018–2020. Manager,

Patent Licensing, Nokia Technologies

2014–2018. Senior Legal Counsel, HERE,

Nokia 2013–2014. Legal Counsel, HERE

Nokia 2013–2013. Legal Counsel, Central

and East Europe, Nokia 2012–2013. Legal

Counsel, Central Europe, Nokia 2011–

2012. Legal Counsel, MeeGo & Open

Source, Nokia 2007–2011.

Chief Geopolitical and Government

Relations Officer. Group Leadership Team

member since 2024. Joined Nokia in

2024.

Master of Social Sciences (Political

history), University of Helsinki, Finland.

Master of Philosophy (Slavic languages),

University of Helsinki, Finland.

Ambassador, Head of Mission, Embassy

of Finland, Washington DC 2020–2024.

Ambassador, Head of Mission, Embassy

of Finland, Moscow 2016–2020. Foreign

Policy Adviser to the President, Office of

the President of the Republic of Finland,

Helsinki 2012–2016. Minister, Deputy

Head of Mission, Embassy of Finland,

Moscow 2011–2012. Diplomatic Adviser

to the Minister of Foreign Affairs, Ministry

for Foreign Affairs, Helsinki 2007–2011.

First Secretary, Permanent

Representation of Finland to the EU,

Brussels 2002–2007. Attaché, Ministry for

Foreign Affairs, Helsinki 2001–2002.

Attaché, Embassy of Finland, Kyiv 1999–

2001. Visa Officer, Embassy of Finland,

Kyiv 1998–1999.

Board Member Support for Finnish

Society (SYT) foundation. Chairman of the

Council, The John Morton Center for

North American Studies, University of

Turku, Finland.

Chief Legal Officer (CLO) and Board

Secretary. Group Leadership Team

member since 2023. Joined Nokia in 2007.

Master of Laws, Fordham University,

School of Law, New York, the United

States. Master of Law, University of

Helsinki, Finland.

Interim Chief Legal Officer, Nokia 2022–

2023. Deputy Chief Legal Officer, Vice

President, Corporate Legal and Board

Secretary, Nokia 2018–2023. General

Counsel, Global Services, Nokia 2015–

2018. Head of Corporate Legal, Nokia

Solutions and Networks and Head of

Finance & Labor Legal, Nokia 2013–2015.

Senior Legal Counsel, Legal and IP, India,

Middle East and Africa, Nokia 2012–2013.

(Senior) Legal Counsel, Corporate Legal,

Nokia 2007–2011. Group Legal Counsel,

Metsä Group 2005–2007. Associate

Lawyer, White & Case LLP 2003–2005.

Chair of Legal Affairs Committee of the

Confederation of Finnish Industries.

Member of the Market Practice Board of

Securities Market Association and the

Policy Committee of the Directors’

Institute Finland.

Nokia Annual Report on Form 20-F 2024

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Corporate governance statement continued

Biographical details of the current members of the Nokia Group Leadership Team continued

Raghav Sahgal	Tommi Uitto	Marco Wirén
b. 1962	b. 1969	b. 1966

President of Cloud and Network Services.

Group Leadership Team member since

2020. Joined Nokia in 2017.

Master of Science in Computer Systems

Management, University of Maryland, the

United States. Bachelor of Science in

Computer Engineering, Tulane University,

New Orleans, the United States.

Executive Business Certificate in General

Management, Harvard University,

the United States.

President of Nokia Enterprise 2020.

Senior Vice President, Nokia Software

2017–2020. President, NICE Ltd. Asia

Pacific and the Middle East 2010–2017.

Advisory Board Member, Orga Systems

2010–2014. Vice President,

Communications Business Unit, Asia

Pacific & Japan, Oracle 2008–2010. Chief

Business Officer, Comverse 2005–2006.

Executive Vice President, Asia Pacific,

CSG 2002–2005. Vice President,

Software Products Group Asia Pacific,

Lucent Technologies 2000–2002.

President of Mobile Networks. Group

Leadership Team member since 2019.

Joined Nokia in 1996.

Master’s degree in industrial

management, Helsinki University of

Technology, Finland. Master’s degree

in operations management, Michigan

Technological University, the United States.

Senior Vice President (VP), Global Product

Sales, Mobile Networks, Nokia 2016–

2018. Senior VP, Global Mobile

Broadband Sales, Customer Operations,

Nokia Networks 2015–2016. Senior VP,

West Europe, Customer Operations, Nokia

Networks 2013–2015. Head of Radio

Cluster (Senior VP), Mobile Broadband,

Nokia Siemens Networks (NSN) 2012–

2013. Head of Global LTE Radio Access

Business Line (VP) and Quality, Mobile

Broadband NSN, 2011–2012. Head of

Product Management, Network Systems,

NSN 2010. Head of Product Management,

Radio Access, NSN 2009. Head of

WCDMA/HSPA and Radio Platforms

Product Management, NSN 2008. Head of

WCDMA/HSPA Product Line Management,

NSN 2007. General Manager, Radio

Controller Product Management Nokia

Networks, 2005–2007. Various other

positions at Nokia since 1996.

Member of the Board of Directors at F-

Secure Oyj. Member of the Board of

Technology Industries of Finland.

Chief Financial Officer (CFO). Group

Leadership Team member since 2020.

Joined Nokia in 2020.

Master’s degree in Business

Administration, University of Uppsala,

Sweden. Studies in management and

strategic leadership, including at Duke

Business School, Durham, the United

States; IMD, Switzerland and Stockholm

School of Economics, Sweden.

President, Wärtsilä Energy and Executive

Vice President, Wärtsilä Group 2018–

2020. Executive Vice President and CFO,

Wärtsilä Group 2013–2018. Executive

Vice President and CFO, SSAB Group

2008–2013. Vice President, Business

Control, SSAB Group 2007–2008. CFO,

Eltel Networks 2006–2007. Vice President

of Business Development, Eltel Networks

2004–2005. Head of Service Division,

Eltel Networks 2003–2004. Vice

President, Corporate Development, Eltel

Networks 2002–2003. Vice President,

Strategy & Business Development, NCC

Group 1999–2002. Head of Strategic

Planning, NCC Group 1998–1999. Group

Controller, NCC Group 1996–1998.

Vice Chair of the Board of Directors

of Neste Corporation 2019–2023 and

member of the Board 2015–2023.

Nokia Annual Report on Form 20-F 2024

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Corporate governance statement continued

Risk management, internal control and

internal audit functions at Nokia

Risk management principles

We have a systematic and structured approach to risk

management. It covers strategic, operational, financial,

compliance and reputational risks and opportunities, including

potentially material impacts to people and the environment.

The principles documented in the Nokia Enterprise Risk

Management (ERM) Policy, which is approved by the Audit

Committee of the Board, require risk management and its

elements to be integrated into key processes:

■ERM is an integral part of Nokia’s objective setting and

key decision making

Key risks and opportunities are primarily identified against

business targets either in business operations or as an

integral part of strategy and financial planning. Those

are monitored as part of the management and business

performance information flow. Our overall risk management

concept is based on managing the key risks that would

prevent us from meeting our objectives, rather than

focusing on eliminating all risks.

■ERM is an integral part of Nokia’s corporate governance

ERM accountability runs through the Company and is

embedded into Nokia corporate governance. The Board of

Directors and the Group Leadership Team are committed to

effective risk management as a core management capability

that supports Nokia in achieving strategic, tactical and

operational business objectives and in managing business

performance.

■Risk ownership follows business ownership

Nokia ERM is aligned to the overall Nokia governance model,

where Nokia’s businesses are accountable for meeting

approved plans and targets as agreed within Nokia.

Each business or function head is an owner of the risks in

their respective responsibility area and is responsible for

identifying and managing key risks and capturing opportunities.

■ERM is an area of continuous improvement

ERM is an area of continuous improvement for Nokia.

The Chief Financial Officer, who also functions as the

Chief Risk Officer, provides guidance and sponsors the

development of ERM practices and ERM improvement.

In addition to the principles defined in the Nokia Enterprise Risk

Management Policy, other key corporate level policies reflect

the implementation of specific aspects of risk management.

Cybersecurity Risk Management

Nokia, along with its partners and contracted third parties, faces

cybersecurity threats like ransomware, viruses, worms and

other malicious software, unauthorized modifications, or illegal

activities that may cause potential security risks and other harm

to Nokia, its customers or consumers and other end-users

of Nokia’s products and services. The dynamic nature of IT

technologies makes it challenging to fully mitigate these risks.

The cybersecurity incidents may lead to lengthy and costly

incident response, remediation of the attack affecting business

continuity, or breach and legal proceedings and fines imposed

on us, as well as adverse effects to our reputation and brand

value. Despite ongoing investments, preventing, detecting and

containing cyber-attacks remain challenging. Additionally, the

cost and operational consequences of implementing further

information system protection measures, especially if

prescribed by national authorities, could be significant. We may

not be successful in implementing such measures in due time,

which could lead to business disruptions. The regulatory

framework around responding to and disclosing such events is

in flux. We may not be able to comply with the regulations that

must be implemented or such compliance may negatively

impact our ability to deal with the underlying event.

We face a number of cybersecurity risks within our business.

Although such risks have not materially affected us thus far,

including our business strategy, results of operations, or financial

condition, we have from time to time experienced threats to

and breaches of our data and systems, including malware and

computer virus attacks. We continue to address these challenges,

but there is no guarantee against future attacks.

Nokia has well-established cybersecurity processes built into its

overall security risk management framework. This integration is

achieved through the implementation of a security program set

on various processes, such as cybersecurity risk management,

third-party security risk management, security incident

management and disaster recovery planning. In evaluation of

the effectiveness of our cybersecurity processes and their

alignment with the industry best practices, we have engaged

and may engage in the future with third party advisers

and consultants.

The Chief Security Officer, who has the authority to establish

and oversee the Nokia information security program, keeps

Nokia’s executive leadership informed on program outcomes

and highlights information security risks which may affect Nokia

business and customers. Nokia’s executive leadership provides

direction and support and has the responsibility to execute

the program within their own domains. Key principles are

communicated through the Nokia Information Security Policy,

applicable also to third parties and collaborators and supported

by topical Standard Operation Procedures and guidelines.

Nokia’s security ambition is reflected in the supplier selection

processes, contracts and supplier (re)assessments ensuring

effective security is in place in our supply chain and with our

third-party partners. We are dedicated to adhering to

applicable laws, regulations, contractual commitments, and

industry best practices, including but not limited to ISO 27001,

NIST SP 800 series, the Cloud Security Alliance Control Matrix,

and the Information Security Forum.

Nokia’s cybersecurity incidents are handled in the Security

Incident Management Process, which covers all phases of

incident response, including preparation, identification,

containment, eradication, recovery and post-incident analysis.

Each confirmed cybersecurity-related incident is assessed

against a classification scheme (impact on confidentiality,

integrity and availability of the related asset, urgency, and

priority of the security incident). Significant cybersecurity

incidents are elevated and managed by a cross-functional,

executive management-level team, which is responsible for

making the necessary decisions and prioritizing actions that can

minimize the impact of the security incident to Nokia and its

customers. Members from the CFO and Legal, Compliance &

Sustainability teams are responsible for determining the

materiality of the security incident and promptly informing the

Audit Committee of the Board. The Nokia management team

for assessing and managing cybersecurity threats includes

members with training and experience in security risk

management, security governance, cyber resilience, security

incident management, information technology, cybersecurity

legal and compliance requirements and disclosures. For an

overview of the training and experience of the members of the

Board and our assessment of their experience and skills related

to cybersecurity, please see “Main corporate governance

bodies of Nokia—Board of Directors”.

Nokia Annual Report on Form 20-F 2024

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Corporate governance statement continued

Description of internal control procedures in relation

to the financial reporting process

Management is responsible for establishing and maintaining

adequate internal control over Nokia’s financial reporting. Our

internal control over financial reporting is designed to provide

reasonable assurance to management and the Board regarding

the reliability of financial reporting and the preparation and fair

presentation of published financial statements.

Management conducts a yearly assessment of Nokia’s internal

controls over financial reporting in accordance with the

Committee of Sponsoring Organizations framework (the “COSO

framework”, 2013) and the Control Objectives for Information

and Related Technology (COBIT) framework of internal controls.

The assessment is performed based on a top-down risk

assessment of our financial statements covering significant

accounts, processes and locations, corporate-level controls

and information systems’ general controls.

As part of its assessment, management has documented:

■the corporate-level controls, which create the “tone from

the top” containing the Nokia values and Code of Conduct

and which provide discipline and structure to decision-

making processes and ways of working. Selected items

from our operational mode and governance principles are

separately documented as corporate-level controls;

■the significant processes: (i) give a complete end-to-end

view of all financial processes; (ii) identify key control points;

(iii) identify involved organizations; (iv) ensure coverage for

important accounts and financial statement assertions;

and (v) enable internal control management within Nokia;

■the control activities, which consist of policies and

procedures to ensure management’s directives are carried

out and the related documentation is stored according to

our document retention practices and local statutory

requirements; and

■the information systems’ general controls to ensure that

sufficient IT general controls, including change management,

system development and computer operations, as well as

access and authorizations, are in place.

Further, management has also:

■assessed the design of the controls in place aimed at

mitigating the financial reporting risks;

■tested operating effectiveness of all key controls; and

■evaluated all noted deficiencies in internal controls over

financial reporting in the interim and as of year end.

In 2024, Nokia has followed the procedures as described

above and has reported on the progress and assessments to

management and to the Audit Committee of the Board on a

quarterly basis.

Description of the organization of the internal

audit function

We have an internal audit function that examines and

evaluates the adequacy and effectiveness of our system of

internal control. Internal audit reports to the Audit Committee

of the Board. The head of the internal audit function has direct

access to the Audit Committee, without the involvement of

management. The internal audit staffing levels and annual

budget are approved by the Audit Committee. All authority

of the internal audit function is derived from the Board.

The internal audit aligns to the business by business group

and function.

Annually, a risk-based internal audit plan is developed taking

into account key business risks, emerging risks, external factors

and input from management.This plan is approved by the Audit

Committee. Audits are completed across business groups

and functions. The results of each audit are reported to

management identifying issues, financial impact, if any, and the

correcting actions to be completed. Quarterly, the internal

audit function communicates the progress of the internal audit

plan completion, including the results of the closed audits, to

the Audit Committee. Any changes to the risk environment

impacting the internal audit plan are presented to the Audit

Committee for review and approval on a quarterly basis.

Internal audit also works closely with Internal Controls and

Ethics and Compliance offices to review any financial and

compliance concerns brought to light from various channels

and, where relevant, works with Enterprise Risk Management

to ensure priority risk areas are reviewed through audits.

“Management conducts a yearly

assessment of Nokia’s internal

controls over financial reporting

in accordance with the Committee

of Sponsoring Organizations

framework (the “COSO framework”,

2013) and the Control Objectives

for Information and Related

Technology (COBIT) framework

of internal controls.”

Nokia Annual Report on Form 20-F 2024

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Corporate governance statement continued

Related party transactions

We determine and monitor related parties in accordance with

the International Accounting Standards (IAS 24, Related Party

Disclosures) and other applicable regulations including the

applicable U.S. securities laws. We maintain information on our

related parties, as well as monitor and assess related party

transactions. As a main principle, all transactions should be

conducted at arm’s-length and as part of the ordinary course

of business. In exceptional cases where these principles would

be deviated from, Nokia would set up a separate process

to determine the related parties in question and to seek

relevant approvals in accordance with internal guidelines

and applicable regulations.

Main procedures relating to insider

administration

Our insider administration is organized according to the

applicable European Union and Finnish laws and regulations

as well as applicable U.S. securities laws and regulations. In

addition, Nokia has adopted the Nokia Insider Trading Policy,

approved by the Board of Directors, which sets out Nokia-wide

rules and practices to ensure full compliance with applicable

rules and that inside information is recognized and treated

in an appropriate manner and with the highest integrity.

The Nokia Insider Trading Policy is applicable to all directors,

executives and employees of Nokia.

Persons discharging managerial responsibilities

Nokia has identified members of the Board of Directors

and the Group Leadership Team as persons discharging

managerial responsibilities who, along with persons closely

associated with them, are required to notify Nokia and the

Finnish Financial Supervisory Authority of their transactions

with Nokia’s financial instruments. Nokia publishes the

transaction notifications.

In addition, according to the Nokia Insider Trading Policy,

persons discharging managerial responsibilities are obligated

to clear a planned transaction in Nokia’s financial instruments

in advance with the person in charge of the insider

administration. It is also recommended that trading and other

transactions in Nokia’s financial instruments are carried out

in times when the information available to the market is as

complete as possible.

Closed window

Persons discharging managerial responsibilities are subject

to a closed window period of 30 calendar days preceding the

disclosure of Nokia’s quarterly or annual result announcements,

as well as the day of the disclosure. During the closed window

period, persons discharging managerial responsibilities are

prohibited from dealing in Nokia’s financial instruments.

Nokia has imposed this closed window period also on

separately designated financial reporting persons who are

recurrently involved with the preparation of Nokia’s quarterly

and annual results announcements. These persons are

separately notified of their status as designated financial

reporting persons.

Insider registers

Nokia does not maintain a permanent insider register. Insiders

are identified on a case-by-case basis for specific projects

and are notified of their insider status. Persons included in a

project-specific insider register are prohibited from dealing

in Nokia’s financial instruments until the project ends or is

made public.

Supervision

Our insider administration’s responsibilities include, among

other matters, internal communications related to insider

matters and trading restrictions, setting up and maintaining

our insider registers and arranging related trainings, as well as

organizing and overseeing compliance with the insider rules.

Violations of the Nokia Insider Trading Policy must be reported

to the head of Corporate Legal. Nokia employees may also use

channels stated in the Nokia Code of Conduct for reporting

incidents involving suspected violations of the Nokia Insider

Trading Policy.

Auditor fees and services

Deloitte Oy, based in Helsinki, Finland, served as our auditor and

our sustainability reporting assurer for the financial year ended

31 December 2024 and as our auditor for the financial year

ended 31 December 2023. The auditor and the sustainability

reporting assurer are elected annually by our shareholders at the

Annual General Meeting for the next financial year commencing

after the election. On an annual basis, the Audit Committee of

the Board prepares a proposal to the shareholders regarding the

appointment of the auditor and the sustainability reporting

assurer based upon its evaluation of the qualifications and

independence of the auditor and the sustainability reporting

assurer to be proposed for election.

The following table presents fees by type paid to Deloitte’s

network of firms for the years ended 31 December:

EURm	2024	2023
Audit fees(1)	18.5	20.2
Audit-related fees(2)	2.5	1.7
Tax fees(3)	0.2	0.4
All other fees(4)	0.1	0.3
Total	21.3	22.6

(1)Audit fees consist of fees incurred for the annual audit of the Group’s consolidated

financial statements and the statutory financial statements of the Group’s subsidiaries.

(2)Audit-related fees consist of fees billed for sustainability reporting assurance

approximately EUR 1.4 million as well as other assurance and related services that

are reasonably related to the performance of the audit or review of the Group’s

financial statements or that are traditionally performed by the independent auditor,

and include consultations concerning financial accounting and reporting standards;

advice and assistance in connection with local statutory accounting requirements;

due diligence related to mergers and acquisitions; and audit procedures in

connection with investigations in the pre-litigation phase and compliance programs.

They also include fees billed for other audit services, which are those services that

only the independent auditor can reasonably provide, and include the provision of

comfort letters and consents in connection with statutory and regulatory filings

and the review of documents filed with the SEC and other capital markets or local

financial reporting regulatory bodies.

(3)Tax fees include fees billed for: (i) services related to tax compliance including

preparation and/or review of tax returns, preparation, review and/or filing of

various certificates and forms and consultation regarding tax returns and

assistance with revenue authority queries; compliance reviews, advice and

assistance on other indirect taxes; and transaction cost analysis; (ii) services related

to tax audits; (iii) services related to individual compliance (preparation of individual

tax returns and registrations for employees (non-executives), assistance with

applying for visas, residency, work permits and tax status for expatriates); (iv)

services related to technical guidance on tax matters; (v) services related to

transfer pricing advice and assistance with tax clearances; and (vi) tax consultation

and planning (advice on stock-based remuneration, local employer tax laws, social

security laws, employment laws and compensation programs and tax implications

on short-term international transfers).

(4)Other fees include fees billed for Company establishments, liquidations, forensic

accounting, data security, other consulting services and reference materials

and services.

Nokia Annual Report on Form 20-F 2024

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Remuneration

Remuneration

This section sets out our remuneration governance,

policies and how they have been implemented within

Nokia. It includes our Remuneration Report where

we disclose the remuneration of our Board members

and the President and CEO for 2024, which will be

presented to the Annual General Meeting (AGM) 2025

for an advisory vote.

Following 2024 shareholder vote on our Remuneration

Policy, where we received high level of support, we are

proposing some further amendments to the Policy, which

will be presented to the AGM 2025 for an advisory vote.

A summary of the updated Remuneration Policy is set out

in this section and the updated Policy in its entirety is

available on our website.

Other remuneration-related information provided alongside

the Remuneration Report and the Remuneration Policy is

not subject to a vote at the AGM 2025 but provides added

information on the remuneration policies applied within

Nokia as well as on the remuneration of the Group

Leadership Team members.

We report information applicable to executive remuneration

in accordance with Finnish regulatory requirements and

with requirements set by the US Securities and Exchange

Commission that are applicable to us.

Highlights

■2024 continued to be a challenging year with ongoing market

volatility, but delivered solid achievements and good

operational performance, as we renew our business and

reposition for future growth opportunities.

■As reported last year, at the beginning of 2024, the President

and CEO, Pekka Lundmark, received a base salary increase of

8.5% in recognition of his performance and to bring his base

salary close to market level.

■Pekka Lundmark’s 2024 short-term incentive (STI) was

subject to a scorecard of Nokia operating profit, cash

release, health & safety and diversity objectives. Following

the year end, performance was assessed against the

predetermined targets (adjusted for M&A activities) and

resulted in an overall STI payout of 104% of target

opportunity for Pekka Lundmark. Further details on the

targets and performance assessment and outcomes are

provided in our Remuneration Report.

■The long-term incentive (LTI) awards (performance shares)

granted to Pekka Lundmark and other GLT members in 2021

vested at 12% of target following the end of the

three-year performance period, as a result of the dividend

adjusted share price achievement of EUR 3.66. Further

details of the target and performance assessment are set

out in the Remuneration Report.

■The Personnel Committee carried out another review of our

Remuneration Policy (Policy) during 2024 and decided to

propose a couple of further amendments to ensure our

Policy continues to support our future growth strategy, to

further align with market practice, to encourage longer-term

decision making for sustainable value creation, and to help

with retention. Shareholder feedback was taken into

consideration when finalizing the Policy.

■The 2025 STI will continue to be subject to the same

performance metrics as used in 2024. However, two new

gender diversity metrics will be introduced for 2025

measuring women in leadership and women in workforce,

replacing the gender hiring metric used for 2024.

■The 2025 metrics for the LTI (performance shares) for

Pekka Lundmark and the rest of the GLT will continue to be

subject to a scorecard of 50% relative TSR, 40% cumulative

reported Earnings Per Share (EPS) (adjusted for impairments

and M&A) and 10% carbon emission reduction (scope 1, 2

and 3).

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Remuneration Report 2024

Letter from the Chair of the Personnel

Committee of the Board

“Dear Fellow Shareholder,

I am delighted to present our

Remuneration Report 2024

as the Chair of the Personnel

Committee of the Nokia Board.”

Our remuneration philosophy

At the core of Nokia’s philosophy lie three principles:

■pay for performance and aligning the interests of

employees with shareholders;

■ensure that remuneration programs and policies support

the delivery of the corporate strategy and create long-term

sustainable shareholder value; and

■ensure that executive remuneration reflects the

contribution to achieving our ESG targets which support

long-term shareholder value creation.

Business context

2024 was a year of good strategic execution in a volatile

market to achieve our full-year guidance while pursuing growth

opportunities in our focus areas of data centers, private

wireless and industrial edge, and defense.

Challenging market conditions in the first half of 2024 led to

our full-year net sales declining, but we delivered a strong

finish to the year with improving net sales and excellent

profitability to achieve a full-year comparable operating

profit(1) of EUR 2.6 billion, at the mid-point of our guidance

of EUR 2.3 to 2.9 billion.

We delivered a strong cash performance throughout 2024,

ending with full-year free cash flow(1) of EUR 2.0 billion.

This means we have a strong balance sheet supporting

our business with net cash and interest-bearing financial

investments(1) of EUR 4.9 billion at the end of the year,

even after returning EUR 1.4 billion to shareholders through

dividends and share buybacks. As a result, the Board proposed

an increase in the dividend authorization proposal to

EUR 0.14 per share in respect of the financial year 2024.

Shareholder support and the updated Remuneration Policy

Our second Remuneration Policy (“Policy”) was approved by

shareholders at the 2024 AGM with over 90% votes in favor.

During 2024, we continued to monitor developments in

shareholder and voting agency guidance on remuneration

as well as overall market development. Following which, the

Personnel Committee of the Board (“Committee”) decided

to propose a couple of changes to the Policy to ensure our

Policy continues to support our future growth strategy, to

further align our arrangements with best practice and to

incentivize longer-term decision making for sustainable

shareholder value creation and to help with retention.

We consulted with our largest shareholders and several

other key stakeholders on some proposed amendments to

the Policy. The shareholders we engaged with were generally

supportive of the proposed amendments and made a few

helpful and constructive suggestions for the Committee

to consider. The feedback was taken into account as the

proposed Policy was finalized.

Remuneration of the President and CEO – base salary

and incentive opportunities

As reported last year, the President and CEO Pekka

Lundmark received a salary increase of 8.5% in January

2024. There was no increase to Pekka Lundmark’s short-

term incentive (STI) and long-term incentive (LTI)

opportunities during 2024.

For 2025, Pekka Lundmark’s base salary and STI opportunity

will remain unchanged. As announced on 10 February 2025,

Pekka Lundmark is stepping down as the President and CEO

effective 31 March 2025 but will work as an advisor to the

new CEO until the end of the year. As a result, he will not

receive LTI grant in 2025.

(1)  Non-IFRS measure. For the definition and reconciliation of non-IFRS measures

to the most directly comparable IFRS measure, refer to the “Alternative

performance measures” section.

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Remuneration continued

STI performance outcome and payout for 2024

Pekka Lundmark’s 2024 STI was subject to a scorecard

of 60% Nokia operating profit, 20% cash release,

10% gender diversity and 10% health & safety (lost time

injury frequency rate).

The 2024 comparable operating profit(1) outcome of

EUR 2 619 million against the target of EUR 2 782 million

resulted in a payout of 83% of target for this element.

The cash release outcome of EUR 1 149 million against

the target of EUR -1 115 million resulted in a payout of

225% of target for this element.

The gender diversity metric (female percentage in external

hiring) achieved 28% for the full year, against the target

of 29%, which resulted in a payout of 25% of target for

this element.

The health & safety metric of lost time injury frequency rate

measures how often lost time injuries occur that directly

impacts Nokia employees during the year. This metric

achieved an outcome of 0.085 against the target of 0.089,

which resulted in a payout of 123% of target for this

element. However, taking account of the eight fatalities

within Nokia’s control during the year, the Personnel

Committee decided to exercise downward discretion to

reduce the payout by 50% for this element, which resulted

in a payout of 62% of target.

As a result, a total of 104% of target STI was payable to

Pekka Lundmark for the financial year 2024.

LTI performance and outcomes for 2021–2024

The 2021 LTI (performance shares) was subject to the

predetermined dividend adjusted share price targets

and a three-year performance period which ended in

January 2024. Based on the dividend adjusted share price

outcome of EUR 3.66, the award vested at 12% of target

for Pekka Lundmark and other GLT members who received

the grant in 2021.

STI and LTI performance conditions for 2025

During 2024, the Personnel Committee also undertook a review

of the performance metrics used for our LTI and STI and

decided to propose some changes for 2025 to ensure our

incentive plans continue to support the business strategy and

growth over the next three years. Our 2025 incentive plans for

the President and CEO and the rest of the GLT will follow the

structure set out below.

Delivering the next year’s step in the strategic plan – STI
Comparable Operating Profit 60%(1)	Cash Release 20%
Continued focus on profitability	Achieve a strong cash position
Health & Safety 10% – Lost Time<br><br>Injury Frequency Rate (with a<br><br>fatality modifier)	Women in leadership 5%<br><br>Women in workforce 5%
Deliver on our focus on the<br><br>continued health and safety<br><br>of our employees	Deliver on our commitment to<br><br>become a more diverse<br><br>employer
Delivering sustainable value – LTI
50% relative TSR, 40% cumulative reported EPS (adjusted for<br><br>impairments and M&A), 10% carbon emission reduction (scope 1,<br><br>2 and 3)
A more rounded and balanced approach reflecting performance over<br><br>the long term in growing the business and in delivering shareholder<br><br>value whilst working towards our 2030 goal of 50% carbon emission<br><br>reduction

The gender diversity metric for 2025 STI will be changed

from female percentage in external hiring to two equally

weighted metrics of women in leadership and women

in workforce, as we prioritize female development in

leadership and throughout the employee experience to

drive diversity of decision making which will lead to stronger

company performance.

Our other ESG-related focus and commitment is reflected

in the continued use of the health & safety metric with a

fatality modifier and the carbon emission reduction scope 1,

2 and 3 targets.

Share ownership requirement

Our President and CEO is required to hold Nokia shares

equivalent to three times his annual base salary. Pekka

Lundmark currently maintains a total shareholding which

significantly exceeds the requirement. This demonstrates

his commitment to and alignment with Nokia’s long-term

success and our shareholder interests.

Conclusions

Remuneration outcomes for 2024 reflect our resilient

performance despite the challenges during the year

and demonstrate our remuneration philosophy of pay

for performance. The proposed Remuneration Policy

amendments build on what has proved to be a

successful remuneration strategy over the years with

amendments to support our future growth strategy.

I thank shareholders who assisted the Committee in the

consultation process, and very much welcome their

constructive feedback and support for the proposals.

I look forward to your continued support at our 2025

Annual General Meeting.

THOMAS DANNENFELDT,

CHAIR OF THE PERSONNEL COMMITTEE

(1)  Non-IFRS measure. For the definition and reconciliation of non-IFRS measures

to the most directly comparable IFRS measure, refer to the “Alternative

performance measures” section.

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Introduction

This Remuneration Report of Nokia Corporation (the Report)

has been approved by the Company’s Board of Directors

(the Board) to be presented to the Annual General Meeting

2025. The resolution of the Annual General Meeting on the

Report is advisory. The Report presents the remuneration

of the Board members and the President and CEO for

the financial year 2024 in accordance with the Decree

of the Finnish Ministry of Finance 608/2019 and the

Finnish Corporate Governance Code 2025, as well as other

applicable Finnish laws and regulations. The members of the

Board and the President and CEO have been remunerated in

accordance with our approved Remuneration Policy during

the financial year 2024. No temporary or other deviations

from the Policy have been made and no clawback provisions

have been exercised during the financial year 2024.

In 2024, our remuneration structure promoted the

Company’s long-term financial success by setting the

performance criteria for short- and long-term incentives to

support the Company’s short- and long-term goals, as well

as through shareholding requirements set for the President

and CEO, the GLT and the Board members. Aligned with

Nokia’s pay-for-performance remuneration principle,

performance-based remuneration was emphasized over

fixed base salary. The setting and application of the

performance criteria for incentive programs executed the

philosophy of pay-for-performance and supported the

delivery of the corporate strategy as well as the creation

of long-term sustainable shareholder value.

The table on the right compares the development of the

remuneration of our Board of Directors, President and CEO,

average employee pay and Company performance over a

five-year period.

The pay-for-performance remuneration principle applied

to the President and CEO, as well as the shareholding

requirement of the President and CEO and the Board

members, as applicable, contribute to an alignment of

interests with shareholders, while also promoting and

incentivizing decisions that are in the long-term interest

of the Company.

Year	Aggregate remuneration of<br><br>the Board of Directors<br><br>(EUR)(1)	President and CEO actual<br><br>remuneration (EUR)(2)	Average salaries and wages<br><br>(EUR)(3)(5)	Net sales (EURm)(5)	Total shareholder return<br><br>(rebased to 100 at 31 Dec<br><br>2019)(4)
2020	2 016 000	3 587 781	65 787	21 852	95.60%
2021	1 821 000	4 908 244	70 411	22 202	169.11%
2022	2 280 000	4 316 606	74 241	23 761	132.96%
2023	2 503 000	3 738 560	69 096	21 138	96.68%
2024	2 511 000	3 988 250	78 576	19 220	140.28%
(1)Aggregate total remuneration paid to the members of the Board during the financial year as annual fee and meeting fee, as applicable, and as approved by general meetings<br><br>of shareholders. The value depends on the number of members elected to the Board for each term as well as on the composition of the Board committees and travel<br><br>required. During the term that began from the Annual General Meeting 2021, the Board had eight members only, compared to ten members during the following terms.<br><br>(2)The President and CEO actual remuneration represents the aggregate total of the two President and CEOs in 2020.<br><br>(3)Average salaries and wages are based on average employee numbers and their total salaries and wages as reported in the Company’s financial statements.<br><br>(4)Total shareholder return on last trading day of the previous year.<br><br>(5)In June 2024, Nokia classified its Submarine Networks business as a discontinued operation. The comparative amounts for 2023 and 2022 have been recast accordingly.

We also present this data graphically:

Comparative data (rebased year-end 2019 = 100)

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Pay for performance

Core to our remuneration philosophy is a desire to pay

for performance.

Each year we review overall total shareholder return

compared with LTI vesting, mapping the performance

of the plans against the total shareholder return curve.

Share price and total shareholder return vs long-term incentive performance

* 2022 LTI's performance period ended in January 2025. The vesting outcome of this award will be reported in the 2025 Remuneration Report.

** 2023 and 2024 LTIs’ performance periods are not yet completed.

Looking at the performance of our long-term incentive plans

against total shareholder return, there is a reasonable

alignment with the performance of the plans declining as total

shareholder return declines.

The Board continues to actively monitor the performance of

our long-term incentive plans to ensure that they deliver value

for shareholders.

Global peer group

For 2024, the global peer group used in our remuneration

benchmarking and relative TSR performance assessment

consists of 27 companies.

ABB	IBM
Adobe	Infineon Technologies
Airbus	Juniper Networks
ASML	Kone
Atos	Motorola Solutions
BAE Systems	NXP Semiconductors
Capgemini	Oracle
Ciena	Philips
Cisco Systems	SAP
Corning	Siemens Healthineers
Dell Technologies	VMware
Ericsson	Vodafone Group
Hewlett Packard Enterprise	Wärtsilä
HP

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Remuneration continued

Remuneration of the Board of Directors

The shareholders resolve annually on director remuneration

based on a proposal made by the Board of Directors on the

recommendation of the Board’s Corporate Governance and

Nomination Committee.

The aggregate amount of remuneration paid to the Board

members in 2024 equaled EUR 2 511 000 of which

EUR 2 390 000 consisted of annual fees and the rest of

meeting fees. In accordance with the resolution by the

Annual General Meeting 2024, approximately 40% of the

annual fee from Board and Board Committee work was paid

in Nokia shares purchased from the market on behalf of

the Board members following the Annual General Meeting.

The directors shall retain until the end of their directorship

such number of shares that corresponds to the number of

shares they have received as Board remuneration during

their first three years of service on the Board.

The rest of the annual fee was paid in cash, most of which

was used to cover taxes arising from the remuneration.

All meeting fees were paid in cash.

It is the Company’s policy that the non-executive members

of the Board do not participate in any of Nokia’s equity

programs and do not receive performance shares, restricted

shares, or any other variable remuneration for their duties

as Board members. No such variable remuneration was paid

since all persons acting as Board members during the

financial year 2024 were non-executive.

| Board remuneration for the term that began at the Annual General Meeting held on 3 April 2024 and ends at the close of the<br><br>Annual General Meeting in 2025 consisted of the following fees. | | --- || Annual fee | EUR | | --- | --- | | Chair | 440 000 | | Vice Chair | 210 000 | | Member | 185 000 | | Chair of Audit Committee | 30 000 | | Member of Audit Committee | 15 000 | | Chair of Personnel Committee | 30 000 | | Member of Personnel Committee | 15 000 | | Chair of Strategy Committee | 20 000 | | Member of Strategy Committee | 10 000 | | Chair of Technology Committee | 20 000 | | Member of Technology Committee | 10 000 | | Meeting fee(1) | EUR | | Meeting requiring intercontinental travel | 5 000 | | Meeting requiring continental travel | 2 000 |

(1)Paid for a maximum of seven meetings per term.

| The following table outlines the total annual remuneration paid in 2024 to the members of the Board for their services, as<br><br>resolved by the shareholders at the Annual General Meeting. | | --- || | Annual fees<br><br>(EUR) | Meeting fees<br><br>(EUR)(1) | Total<br><br>remuneration paid<br><br>(EUR) | 60% of annual fees<br><br>and all meeting fees<br><br>paid in cash (EUR) | 40% of annual<br><br>fees paid in shares<br><br>(EUR) | Number of shares<br><br>(approximately 40%<br><br>of the annual fee) | | --- | --- | --- | --- | --- | --- | --- | | Sari Baldauf (Chair) | 465 000 | 10 000 | 475 000 | 289 000 | 186 000 | 52 993 | | Søren Skou (Vice Chair) | 220 000 | 14 000 | 234 000 | 146 000 | 88 000 | 25 072 | | Timo Ahopelto | 210 000 | 10 000 | 220 000 | 136 000 | 84 000 | 23 932 | | Elizabeth Crain | 220 000 | 12 000 | 232 000 | 144 000 | 88 000 | 25 072 | | Thomas Dannenfeldt | 240 000 | 14 000 | 254 000 | 158 000 | 96 000 | 27 351 | | Lisa Hook | 210 000 | 14 000 | 224 000 | 140 000 | 84 000 | 23 932 | | Jeanette Horan (until 3 April 2024)(2) | — | — | — | — | — | — | | Mike McNamara (as of 3 April 2024) | 210 000 | 14 000 | 224 000 | 140 000 | 84 000 | 23 932 | | Thomas Saueressig | 195 000 | 14 000 | 209 000 | 131 000 | 78 000 | 22 223 | | Carla Smits-Nusteling | 215 000 | 9 000 | 224 000 | 138 000 | 86 000 | 24 502 | | Kai Öistämö | 205 000 | 10 000 | 215 000 | 133 000 | 82 000 | 23 362 | | Total | 2 390 000 | 121 000 | 2 511 000 | 1 555 000 | 956 000 | 272 371 | | (1)Meeting fees include all meeting fees paid for the term that ended at the Annual General Meeting held on 3 April 2024 and meeting fees accrued and paid in 2025 for the<br><br>term that began at the same meeting.<br><br>(2)Stepped down at the Annual General Meeting on 3 April 2024 and received no annual or meeting fees in 2024. | | | | | | |

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Remuneration of the President and CEO

The following table shows the actual remuneration received by Pekka Lundmark in 2024 and 2023. The 2023 LTI figure relates to

the vesting of the final tranche of the restricted share award granted to him on joining Nokia in respect of forfeited shares from his

previous employer and the vesting of the 2020 LTI performance shares. The 2024 LTI figure relates to the vesting of the 2021 LTI

performance shares and the 2021 eLTI matching performance shares.

EUR	2024	Pay mix(1)	2023	Pay mix(1)
Salary	1 410 500	36%	1 322 750	36%
Short-term incentive(2)	1 824 834	46%	1 079 695	30%
Long-term incentive	697 872	18%	1 240 359	34%
Other remuneration(3)	55 044		95 756
Total	3 988 250		3 738 560

(1) Pay mix reflects the proportions of base salary, STI and LTI of total remuneration, excluding other remuneration.

(2) STI represents the amounts earned in respect of financial year 2024, but that are paid in April 2025.

(3) Other remuneration includes benefits such as telephone, car, driver, tax compliance support and medical insurance.

Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect

of the President and CEO. Such payments can be characterized as defined contribution payments. In 2024, payments to the

Finnish state pension system equaled EUR 310 937 for Pekka Lundmark in respect of his service as President and CEO

(EUR 422 274 for Pekka Lundmark in 2023). No supplementary pension arrangements were offered.

2024 Short-term Incentive of the President and CEO

Targets for the STI are set annually at or before the start of the year (adjusted for M&A activities), balancing the need to deliver

value with the need to motivate and drive the performance of the Executive Team. Targets are determined for a set of strategic

metrics that align with driving sustainable value for shareholders and are set in the context of market expectations and analyst

consensus forecasts. For 2024, Pekka Lundmark had a target STI opportunity of 125% of annual base salary. His 2024 STI

framework was based on a scorecard of financial and ESG objectives. Achievements against the 2024 targets are set out in the

table below. The outcomes for the financial metrics and the gender diversity metric were calculated based on the formulaic

approach. The health & safety metric, lost time injury frequency rate, achieved an outcome of 123% of target. However,

as a result of eight fatalities within Nokia’s control during the year, the Board exercised downward discretion to apply the fatality

modifier to reduce the payout under this element by 50%, which resulted in the final outcome of 62% for this metric.

Metric	Weight	Target	2024 performance<br><br>outcome	2024 STI<br><br>outcome<br><br>(% of target)
Comparable operating profit(1)	60%	EUR 2 782 million	EUR 2 619m	83%
Cash release	20%	EUR -1 115 million	EUR 1 149m	225%
Diversity	10%	Female percentage of global external hires of 29%	28%	25%
Health & safety	10%	■Employee lost time injury frequency rate (LTIFR) of 0.089<br><br>■Fatality modifier (downward discretion in the event of fatalities)	LTIFR of 0.085<br><br>with 8 fatalities	62%
Total STI outcome	100%			104%

(1)Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measure, refer to the “Alternative performance measures” section.

Accordingly, the total 2024 STI payout for Pekka Lundmark as the President and CEO was EUR 1 824 834.

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Long-term Incentive awards granted to the President and CEO during 2024

In 2024, Pekka Lundmark was granted the following LTI (performance share) awards.

Targets for our LTI performance shares are set in a similar context to the STI. The performance shares targets are set at the

start of the performance period and locked in for the life of the plan. The performance conditions for the 2024 performance

shares are based on 50% relative TSR against our global peer group(1), 40% cumulative earnings per share (EPS) and 10% carbon

emission reduction targets over the three-year performance period from 2024 to 2027. The targets for all metrics and the

performance and vesting outcomes will be disclosed in the 2027 Remuneration Report.

Performance share awards(1) (2)	Units awarded	Grant date face value(3)<br><br>(EUR)	Grant date	Vesting
2024 LTI performance shares	834 600	3 012 906	5 July 2024	Q3 2027

(1)Global peer group consisted of 27 companies (see details under the “Global peer group” section).

(2)The maximum vesting is 200% if stretch performance targets are met.

(3)Grant date face value was calculated using the closing price of EUR 3.61 on the date of grant.

During 2024, Pekka Lundmark was also invited to participate in the co-investment eLTI, under which he invested EUR 2.8 million

in Nokia shares and received two-for-one matching performance shares in return. 50% of the matching performance shares

were subject to the same performance conditions as set out above and the remaining 50% were subject to the delivery of a

strategic project for Nokia in the next few years. The eLTI matching performance shares also have a three-year performance

and vesting period. The targets for all metrics and the performance and vesting outcomes will be disclosed in the 2027

Remuneration Report.

Performance share awards	Units awarded	Grant date face value(1)<br><br>(EUR)	Grant date	Vesting
2024 eLTI matching performance shares	1 704 530	6 289 716	16 August 2024	Q3 2027

(1) Grant date face value was calculated using the closing price of EUR 3.69 on the date of grant.

Long-term Incentive awards and other equity awards vested for the President and CEO during 2024

Pekka Lundmark was granted LTI performance share award in March 2021 and eLTI matching performance shares in July 2021.

Both awards had a three-year performance period and were subject to dividend adjusted share price targets over the

performance period. These awards vested during 2024 as set out in the tables below.

Share awards vesting during the year	Units awarded	Target share<br><br>price (EUR)	Share price<br><br>achievement<br><br>(EUR)	Vesting outcome<br><br>(% of target)	Units vested	Value of vested<br><br>award(1) (EUR)
2021 LTI performance shares	769 200	4.47	3.66	12.0%	92 304	297 219
Share awards vesting during the year	Units awarded	Target share<br><br>price (EUR)	Share price<br><br>achievement<br><br>(EUR)	Vesting outcome<br><br>(% of target)	Units vested	Value of vested<br><br>award(2) (EUR)
---	---	---	---	---	---	---
2021 eLTI matching performance shares	962 180	4.47	3.66	12.0%	115 462	400 653

(1)  The vesting value of the 2021 LTI performance shares was calculated using the average share price of EUR 3.22 on 10 April 2024, the day before the share delivery date.

(2)The vesting value of the 2021 eLTI matching performance shares was calculated using the average share price of EUR 3.47 on 26 June 2024, the day before the share

delivery date.

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

The President and CEO’s share ownership and unvested share awards

Our share ownership policy requires that the President and CEO holds a minimum of three times his or her annual base salary in

Nokia shares in order to ensure alignment with shareholder interests over the long term. Pekka Lundmark significantly exceeds

this requirement with a holding of 394%(3) well within the five-year allotted period.

Pekka Lundmark	Units	Value(1) (EUR)
Beneficially owned shares at 31 December 2024	1 573 826	6 720 237
Unvested shares under outstanding Nokia equity plans(2)	3 718 730	15 878 977
Total	5 292 556	22 599 214

(1)The values are based on the closing price of a Nokia share of EUR 4.27 on Nasdaq Helsinki on 30 December 2024.

(2)The number of units represents the number of unvested awards as of 31 December 2024.

(3)Shareholding of 394% of annual base salary as of 15 November 2024, using 12-month average share price.

The President and CEO’s termination provisions 2024

Termination by	Reason	Notice	Compensation
Nokia	Cause	None	The President and CEO is entitled to no additional remuneration and all unvested<br><br>equity awards would be forfeited after termination.
Nokia	Reasons other<br><br>than cause	Up to 12 months	The President and CEO is entitled to a severance payment equaling up to<br><br>12 months’ remuneration (including annual base salary, benefits, and target short-<br><br>term incentive) and unvested equity awards would be forfeited after termination,<br><br>unless the Board determines otherwise.
President<br><br>and CEO	Any reason	12 months	The President and CEO may terminate his service agreement at any time with<br><br>12 months’ notice. The President and CEO would either continue to receive salary<br><br>and benefits during the notice period or, at Nokia’s discretion, a lump sum of<br><br>equivalent value. Additionally, the President and CEO would be entitled to any<br><br>short- or long-term incentives that would normally vest during the notice period.<br><br>Any unvested equity awards would be forfeited after termination, except in the<br><br>event of death, permanent disability and retirement, and unless the Board<br><br>determines otherwise.
President<br><br>and CEO	Nokia’s material<br><br>breach of the<br><br>service agreement	Up to 12 months	In the event that the President and CEO terminates his service agreement based<br><br>on a final arbitration award demonstrating Nokia’s material breach of the service<br><br>agreement, he is entitled to a severance payment equaling up to 12 months’<br><br>remuneration (including annual base salary, benefits and target incentive). Any<br><br>unvested equity awards would be forfeited after termination.

The President and CEO is subject to a 12-month non-competition and non-solicit obligation that applies after the termination

of the service agreement or the date when he is released from his obligations and responsibilities, whichever occurs earlier.

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Remuneration Policy

Nokia Corporation’s Remuneration Policy, which applies to the

governing bodies of the Company, i.e. the Board of Directors

and the President and CEO, was approved by shareholders at

the Annual General Meeting 2024, receiving 90.55% of votes

in favor. During 2024, the Board’s Personnel Committee

continued to monitor the developments in shareholder

expectations and market conditions. Following which, on the

recommendation of the Personnel Committee, the Board

decided to propose further amendments to the Policy to

ensure it supports Nokia’s future growth strategy, to further

align with best global market practices, to incentivize longer-

term decision making for sustainable shareholder value

creation and to help with retention.

The key changes to the Policy are as follows:

■Clarification that malus provisions shall apply to all the

President and CEO’s incentive plans with the same trigger

events as for clawback provisions; and

■Introduction of the possibility to grant restricted share

awards to the President and CEO of up to 100% of annual

base salary, vesting after a minimum of three years, subject

to financial underpins and continued service.

This section sets out the updated Policy, which will be

submitted to the Annual General Meeting 2025 to be adopted

through an advisory vote.

The updated Policy would apply to remuneration in respect

of the four-year period from 2025 to 2029, unless presented

to the General Meeting at an earlier date with proposed changes.

The updated Remuneration Policy for the Board

of Directors

In accordance with the Remuneration Policy, the Board’s

Corporate Governance and Nomination Committee periodically

reviews the remuneration for the Chair and members of the

Board against companies of similar size and complexity.

The objective of the Corporate Governance and Nomination

Committee is to enable Nokia to compete for top-of-class

Board competence to maximize value creation for its

shareholders. The Committee’s aim is that the Company has

an efficient Board composed of international professionals

representing a diverse and relevant mix of skills, experience,

background and other personal qualities. Competitive Board

remuneration contributes to the achievement of this target.

The main structure of the Board remuneration as outlined

in the Remuneration Policy is set out in the table below.

Fees	Fees consist of annual fees and meeting fees.<br><br>Approximately 40% of the annual fee is paid<br><br>in Nokia shares purchased from the market on<br><br>behalf of the Board members or alternatively<br><br>delivered as treasury shares held by the<br><br>Company. The balance is paid in cash, most of<br><br>which is typically used to cover taxes arising<br><br>from the paid remuneration.<br><br>Meeting fees are paid in cash.
Incentives	Non-executive directors are not eligible to<br><br>participate in any Nokia incentive plans and do<br><br>not receive performance shares, restricted<br><br>shares or any other equity-based or other<br><br>form of variable compensation for their duties<br><br>as members of the Board.
Pension	Non-executive directors do not participate in<br><br>any Nokia pension plans.
Share<br><br>ownership<br><br>requirement	Members of the Board shall normally retain<br><br>until the end of their directorship such<br><br>number of shares that corresponds to the<br><br>number of shares they have received as Board<br><br>remuneration during their first three years of<br><br>service on the Board (the net amount<br><br>received after deducting those shares needed<br><br>to offset any costs relating to the acquisition<br><br>of the shares, including taxes).
Other	Directors are compensated for travel and<br><br>accommodation expenses as well as other<br><br>costs directly related to Board and<br><br>Committee work. These are paid in cash.

Proposals of the Board of Directors to the Annual General

Meeting 2025 were published on 30 January 2025. The

Corporate Governance and Nomination Committee has

resolved to recommend to the Board that the annual fees

of Board members would remain at an unchanged level.

Consequently, the Board proposes to the Annual General

Meeting 2025 that the annual fees payable for a term ending

at the close of the next Annual General Meeting be as follows:

■EUR 440 000 for the Chair of the Board;

■EUR 210 000 for the Vice Chair of the Board;

■EUR 185 000 for each member of the Board;

■EUR 30 000 each for the Chairs of the Audit Committee and

the Personnel Committee and EUR 20 000 for the Chairs of

the Technology Committee and the Strategy Committee as

an additional annual fee; and

■EUR 15 000 for each member of the Audit Committee and

the Personnel Committee and EUR 10 000 for each member

of the Technology Committee and the Strategy Committee

as an additional annual fee.

In addition, the Board of Directors proposes that the meeting

fees for Board and Committee meetings remain at the current

level. The meeting fees are based on potential travel required

between the Board member’s home location and the location

of a meeting and are paid for a maximum of seven meetings

per term as follows:

■EUR 5 000 per meeting requiring intercontinental travel;

and

■EUR 2 000 per meeting requiring intracontinental travel.

Only one meeting fee is paid if the travel covered by the fee

includes several meetings of the Board and its Committees.

The Board also proposes that members of the Board shall

be compensated for travel and accommodation expenses

as well as other costs directly related to Board and Board

Committee work.

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

The updated Remuneration Policy for the President and CEO

Remuneration elements	Purpose and link to strategy	Operation including maximum opportunity	Performance metrics
Base salary	To attract and retain individuals<br><br>with the requisite level of<br><br>knowledge, skills and experience<br><br>to lead our businesses	Base salary is normally reviewed annually taking into consideration a variety of<br><br>factors, including, for example, performance of the Company and the individual,<br><br>remuneration of our global peer group, changes in individual responsibilities and<br><br>employee salary increases.	Whilst there are no performance targets attached to the payment of base<br><br>salary, performance is considered as context in the annual salary review.
Pension	To provide retirement benefit aligned<br><br>with local country practice	Pension arrangements reflect the relevant market practice and may evolve year<br><br>on year. The President and CEO may participate in the applicable pension<br><br>programs available to other executives in the country of employment. Details of<br><br>the actual pension arrangement will be shown in the annual Remuneration<br><br>Report. In Finland, the President and CEO participates in the Finnish statutory<br><br>Employee’s Pension Act (TyEL), and there is no supplementary pension plan.	N/A
Other benefits	To provide a competitive level of<br><br>benefits and to support recruitment<br><br>and retention	Benefits will be provided in line with local market practice in the country of<br><br>employment and may evolve year on year. Benefits may include, for example,<br><br>a company car (or cash equivalent), risk benefits (for example life and<br><br>disability insurance) and employer contributions to insurance plans (for<br><br>example medical insurance).<br><br>Additional benefits and allowances may be offered in certain circumstances<br><br>such as relocation support, expatriate allowances, and temporary living and<br><br>transportation expenses aligned with Nokia’s mobility policy.<br><br>The President and CEO is also eligible to participate in similar programs which may<br><br>be offered to Nokia’s other employees such as the voluntary all-employee share<br><br>purchase plan.	N/A
Short-term incentive (STI)	To incentivize and reward<br><br>performance against delivery<br><br>of the annual business plan	STI is based on performance against one-year financial and non-financial targets<br><br>and normally paid in cash.<br><br>Minimum payout is 0% of base salary.<br><br>Target opportunity is 125% of base salary.<br><br>Maximum opportunity is 281.25% of base salary.<br><br>The malus and clawback conditions apply in accordance with Company clawback<br><br>policies.	Performance measures, weightings and targets for the selected measures are<br><br>set annually by the Board to ensure they continue to support Nokia’s short-<br><br>term business strategy. These measures can vary from year to year to reflect<br><br>business priorities and may include a balance of financial, key operational and<br><br>non-financial measures (including but not limited to strategic, customer<br><br>satisfaction, employee engagement, environmental, social, governance or<br><br>other sustainability-related measures).<br><br>Although the performance measures and weighting may differ year to year<br><br>reflecting the business priorities, in any given year, a minimum of 60% of<br><br>measures will be based on financial criteria.<br><br>Targets for the short-term incentives are set at the start of the year, in the<br><br>context of analyst expectations and the annual plan, selecting measures that<br><br>align to the delivery of Nokia’s strategy.<br><br>The performance metrics and weightings are disclosed retrospectively in the<br><br>annual Remuneration Report.
Long-term incentive (LTI) –<br><br>performance share award	To reward for delivery of sustainable<br><br>long-term performance, align the<br><br>President and CEO’s interests with<br><br>those of shareholders, and aid<br><br>retention	Long-term incentive awards may be made annually in performance shares,<br><br>vesting normally after three years dependent on the achievement of<br><br>performance conditions measured over a three-year period.<br><br>Target award level is 200% of base salary at the date of grant, with maximum<br><br>vesting of 400% of base salary.<br><br>The malus and clawback conditions apply in accordance with Company<br><br>clawback policies.	Performance measures, weightings and target metrics for the selected<br><br>measures are set by the Board to ensure they continue to support Nokia’s<br><br>long-term business strategy and financial success.<br><br>Targets are set in the context of Nokia’s long-term plans and analyst<br><br>forecasts, ensuring that they are considered both achievable and<br><br>sufficiently stretching.<br><br>The Board may choose different measures and weightings each year based on<br><br>the business plan. The measures consist of at least 60% financial and/or share<br><br>price-related measures. The Performance metrics and weightings are disclosed<br><br>retrospectively in the annual Remuneration Report.

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Remuneration elements	Purpose and link to strategy	Operation including maximum opportunity	Performance metrics
Long-term incentive (LTI) -<br><br>restricted share award	To incentivize longer-term decision<br><br>making for sustainable shareholder<br><br>value creation and to aid retention	Restricted share awards of up to 100% of base salary may be granted, vesting<br><br>after at least three years, subject to financial underpins and continued service.<br><br>The malus and clawback conditions apply in accordance with Company<br><br>clawback policies.	Financial underpins are determined by the Board to ensure alignment with<br><br>underlying company performance and shareholder experience.<br><br>The Board may choose different financial underpins for each grant based on<br><br>the business plan and strategic priority.
Enhanced LTI (eLTI) –<br><br>co-investment arrangement	To further align the President<br><br>and CEO’s interests with Nokia’s<br><br>long-term success and<br><br>shareholder interests	Unlike the LTI performance share award, this is not an annual award and is only<br><br>granted in exceptional circumstances.<br><br>The President and CEO may be invited, at the discretion of the Board, to<br><br>purchase investment shares of up to 200% of base salary, and in return,<br><br>receive two matching shares for every one investment share purchased.<br><br>The matching shares are delivered in the form of performance shares, typically<br><br>subject to the same performance conditions as for the LTI performance share<br><br>award, with a three-year performance and vesting period.<br><br>The minimum vesting of the matching shares is 0% of base salary and maximum<br><br>vesting is two times grant level.<br><br>The malus and clawback conditions apply in accordance with Company<br><br>clawback policies.	The performance metrics, targets and weightings for the matching shares<br><br>are typically the same as those for LTI performance shares granted in the<br><br>same year.
Shareholding requirement	Align the President and CEO’s<br><br>interests with those of<br><br>shareholders and ensure any<br><br>decisions made are in the long-<br><br>term interest of the Company	The President and CEO is required to build and maintain a shareholding equivalent<br><br>to 300% of base salary, to be achieved normally within five years of appointment.	N/A

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Pay mix and remuneration scenarios for the President and CEO

Aligned with Nokia’s pay-for-performance remuneration

principle, performance-based remuneration is emphasized

over base salary. The chart below illustrates how the

proportion of the President and CEO’s remuneration package

varies at the minimum, target and maximum levels of

performance. A significant proportion of remuneration is linked

to performance, especially at maximum performance levels.

Actual pay mix is influenced by the extent to which the

performance targets set for the STI and LTI are achieved and

may vary from the scenarios below.

The long-term incentive vesting outcomes in the chart below

ignore share price movement from grant to vest. The eLTI is

not included in this analysis as it is not an annual award and

is only granted in exceptional circumstances. The vesting

outcome of the matching performance shares under the eLTI

would be dependent, besides the performance, on the value of

the investment, which could range from 0% to 200% of base

salary for the President and CEO. The minimum and maximum

vesting levels for the matching performance shares are provided

in the above summary table of the remuneration elements.

President and CEO pay mix scenarios

Share ownership requirement

Nokia believes that it is desirable for its executives to

own shares in Nokia to align their interests with those of

shareholders and to ensure that their decisions are in the

long-term interest of the Company. The President and CEO

is required to own three times his or her annual base salary

in Nokia shares and is given a period of five years from

appointment to achieve the required level of share ownership.

Malus and clawback

The malus and clawback conditions apply in accordance with

Company’s clawback policies to the short- and long-term

incentives for all participants, including the President and CEO.

Nokia’s Executive Officer Clawback Policy is applied in the case

of any erroneously awarded compensation due to restatement

in the Company’s Financial Statements with a three-year

lookback period, resulting in the reclaiming of amounts then-

outstanding or previously paid.

Additionally, under the Nokia Incentive Compensation Clawback

Policy, unless the Personnel Committee otherwise decides,

the recoupment of previously awarded, paid or received

compensation is triggered in situations of reputational damage,

willful breach of internal control procedures, gross misconduct

and restatement of financial statement (clawback triggers)

with a recoupment period not exceeding three years in total.

Remuneration on recruitment

Our policy on recruitment is to offer a remuneration package

that is sufficient to attract, retain and motivate the individual

with the right skills for the required role.

On occasion, we may offer buy-out awards to compensate for

a candidate’s forfeited awards on leaving a previous employer.

Such buy-out awards would, where possible, reflect the nature

of the forfeited awards in terms of delivery mechanism, time

horizons, attributed expected value and performance conditions.

Termination provisions

In the event of a termination of employment, any payable

remuneration is determined in line with legal advice regarding

local legislation, country policies, contractual obligations

and the rules of the applicable incentive and benefit plans.

Payment in lieu of notice will not typically exceed the value

of 12 months’ remuneration (including base salary, benefits,

STI and pension contribution, if applicable). The treatment of

equity incentive awards may depend on the circumstances

of the departure. In the event of death, permanent disability

or retirement, unvested awards are normally allowed to be

retained. These awards will vest either on departure or at

normal vesting date, subject to performance (if applicable)

and time proration, unless the Board of Directors determines

otherwise. Current termination provisions of the President

and CEO’s service agreement are described in the

Remuneration Report.

Change of control arrangements, if any, are based on a double

trigger structure, which means that both a specified change of

control event and termination of the individual’s employment

must take place for any change of control-based severance

payment to materialize.

Nokia Annual Report on Form 20-F 2024

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Remuneration governance

Work of the Personnel Committee

The Personnel Committee convened five times during 2024 with a general theme for each meeting.

We manage our remuneration through clearly defined

processes, with well-defined governance principles, ensuring

that no individual is involved in the decision making related

to their own remuneration, and that there is appropriate

oversight of any remuneration decision. Remuneration of

the Board is annually presented to shareholders for approval

at the Annual General Meeting.

The Board submits its proposal to the Annual General Meeting

on the recommendation of the Board’s Corporate Governance

and Nomination Committee, which actively considers and

evaluates the appropriate level and structure of directors’

remuneration. Shareholders also authorize the Board to

resolve to issue shares, for example to settle Nokia’s equity-

based incentive plans, based on the proposal of the Board.

The Board of Directors approves, and the independent

members of the Board confirm, the remuneration of

the President and CEO, upon recommendation of the

Personnel Committee.

The Personnel Committee consults regularly with the President

and CEO and the Chief People Officer. The President and

CEO has an active role in the remuneration governance and

performance management processes for the GLT and the wider

employee population at Nokia. However, the President and

CEO or the Chief Personnel Officer are not present when their

own remuneration is reviewed or discussed. This enables the

Personnel Committee to be mindful of employee pay and

conditions across the broader employee population.

The Committee has the power, in its sole discretion, to retain

remuneration advisers to assist the Personnel Committee in

evaluating executive remuneration. During 2024, the Personnel

Committee engaged Willis Towers Watson, an independent

external adviser, to assist in the review and determination of

executive remuneration and program design, as well as to

provide insight into market trends and regulatory developments.

The Personnel Committee Chair regularly engages with

shareholders to discuss their views on our remuneration

policies, programs and associated disclosures and reflects

on their feedback. These insights are taken account of in

the Committee’s and Board’s decision-making process for

executive remuneration.

January

■2023 STI performance outcome

■2024 STI and LTI metrics and target setting

■President and CEO remuneration review

■Equity plan vesting and granting during 2024

■Remuneration Report for 2023

May

■2024 Annual General Meeting season review

■GLT remuneration review

■Culture update

■GLT succession planning

July

■Remuneration Policy review

■GLT succession planning

■Inflight LTI awards performance update

■Market practice update

■People risks including physical safety review

September

■Nokia Incentive Compensation Clawback Policy review

■Remuneration Policy review

■Workforce demographics

■Personnel Committee adviser selection review

December

■Performance update of 2024 STI and LTI

■Preliminary review of metrics and targets for 2025 STI

and LTI

■2025 equity plan budget and allocation

■Proxy agency and shareholder consultation feedback

■Planning of Remuneration Report for 2024

■GLT Succession planning

■Executive shareholding assessment

■Personnel Committee charter review

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	67

Remuneration continued

Remuneration of the Nokia Group

Leadership Team in 2024

The remuneration of the members of the GLT (excluding the

President and CEO) consists of base salary, other benefits, and

short- and long-term incentives. Short-term incentive plans

are based on rewarding the delivery of business performance

utilizing certain, or all, of the following metrics as appropriate

to the member’s role: comparable operating profit(1), cash

release and ESG-related measures such as health & safety.

Executives in the GLT are subject to the same remuneration

policy framework as the President and CEO. This includes

being subject to the malus and clawback conditions and

shareholding requirements. The shareholding requirement

for members of the GLT is two times their annual base salary,

built within a period of five years of their appointment.

| At the end of 2024, the Group Leadership Team consisted of 11 persons split between Finland, other European countries and<br><br>the United States. For information regarding the current Group Leadership Team composition, refer to the Corporate<br><br>Governance Statement. | | --- || Name | Position in 2024 | Appointment date | | --- | --- | --- | | Pekka Lundmark | President and CEO | 1 August 2020 | | Nishant Batra | Chief Strategy and Technology Officer | 18 January 2021 | | Louise Fisk | Chief Communications Officer | 18 October 2024 | | Lorna Gibb | Chief People Officer | 13 June 2024 | | Federico Guillén | President of Network Infrastructure | 8 January 2016 | | Patrik Hammarén | Acting President of Nokia Technologies | 18 October 2024 | | Mikko Hautala | Chief Geopolitical and Government Relations Officer | 1 November 2024 | | Esa Niinimäki | Chief Legal Officer | 25 January 2023 | | Raghav Sahgal | President of Cloud and Network Services | 1 June 2020 | | Tommi Uitto | President of Mobile Networks | 31 January 2019 | | Marco Wirén | Chief Financial Officer | 1 September 2020 || Remuneration of the Group Leadership Team members in 2024<br><br>Remuneration of the Group Leadership Team (excluding the President and CEO) in 2023 and 2024, in the aggregate, was as follows: | | --- || EURm⁽¹⁾ | 2024 | 2023 | | --- | --- | --- | | Salary, short-term incentives and other compensation(2) | 11.3 | 10.8 | | Long-term incentives(3) | 3.9 | 2.5 | | Total | 15.2 | 13.3 | | (1)The values represent each member’s time on the Group Leadership Team.<br><br>(2)Short-term incentives represent amounts earned in respect of 2024 performance. Other compensation includes mobility-related payments, local benefits and pension costs.<br><br>(3)The amounts represent the equity awards that vested in 2024 and 2023. | | || The members of the Group Leadership Team (excluding the President and CEO) were awarded the following equity awards under the<br><br>Nokia equity program in 2024: | | --- || Award | Units awarded(1) | Grant date fair value (EUR) | Grant date | Vesting | | --- | --- | --- | --- | --- | | Performance share award(2) | 7 445 257 | 27 462 512 | 5 July 2024, 16 August 2024,<br><br>16 December 2024 | Q3 & Q4 2027 | | Restricted share award(3) | 151 467 | 626 551 | 5 July 2024, 11 October 2024,<br><br>16 December 2024 | Q4 2025, Q4 2026, Q3 2027 | | (1)Includes units awarded to persons who were Group Leadership Team members during 2024.<br><br>(2)The 2024 performance shares have a three-year performance period based on 50% relative total shareholder return, 40% three-year cumulative EPS and 10% carbon<br><br>emission reduction scope 1, 2 and 3 targets. The maximum payout is 200% subject to maximum performance against the performance criteria. Vesting is subject to<br><br>continued employment.<br><br>(3)Vesting of each tranche of the restricted share awards is conditional on continued employment. | | | | |

(1)  Non-IFRS measure. For the definition and reconciliation of non-IFRS measures

to the most directly comparable IFRS measure, refer to the ”Alternative

performance measures” section.

Nokia Annual Report on Form 20-F 2024

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Remuneration continued

Unvested equity awards held by the Group Leadership Team, including the President and CEO

The following table sets forth the potential aggregate ownership interest through the holding of equity-based long-term incentives

of the Group Leadership Team in office, including the President and CEO, at 31 December 2024:

	Shares receivable through<br><br>performance<br><br>shares at grant	Shares receivable through<br><br>performance<br><br>shares at maximum(4)	Shares receivable through<br><br>restricted shares
Number of equity awards held by the Group Leadership Team(1)	10 292 949	20 567 565	753 517
% of the outstanding shares(2)	0.19%	0.38%	0.01%
% of the total outstanding equity incentives (per instrument)(3)	24.59%	25.70%	0.65%

(1)Includes the 11 members of the Group Leadership Team in office at 31 December 2024.

(2)The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia at 31 December 2024, excluding shares held by the Nokia Group.

No member of the Group Leadership Team owned more than 1% of the outstanding Nokia shares.

(3)The percentages are calculated in relation to the total outstanding equity incentives per instrument.

(4)At maximum performance, under the performance share plans outstanding at 31 December 2024, the payout would be 200% and the table reflects this potential maximum payout.

Employee Share Purchase Plan

All eligible Nokia employees, including the President and CEO and our GLT members, can participate in the Employee Share Purchase

Plan, by making contributions from their monthly net salaries (up to a cap) to purchase Nokia shares at market value. Participants will

receive one matching share for every two purchased shares they still hold at the end of the applicable annual plan cycle. Until the

matching shares are delivered, the participants have no shareholder rights, such as voting or dividend rights associated with the

matching shares.

Nokia Annual Report on Form 20-F 2024

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Operating and financial

review and prospects

Selected financial data	70
Operating and financial review	71
Results of operations	71
Results of segments	75
Network Infrastructure	75
Mobile Networks	76
Cloud and Network Services	77
Nokia Technologies	78
Group Common and Other	79
Liquidity and capital resources	80
Financial position	80
Cash flow	80
Financial assets and debt	81
Venture fund investments and commitments	81
Treasury policy	81
Foreign exchange impact	82
Business Integrity	83
Environment	89
Shares and shareholders	93
Share details	93
Shareholders	96
Articles of Association	97
Risk factors	99
Significant subsequent events	118

Nokia Annual Report on Form 20-F 2024

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Selected financial data

Selected financial data

The below table presents selected financial and other measures for the Nokia Group as of and for the financial years ended on 31 December 2024, 2023 and 2022. The information has been

derived from our consolidated financial statements prepared in accordance with IFRS Accounting Standards.

EURm (except for percentage and personnel data)	2024	2023	2022
From the consolidated income statement
Net sales	19 220	21 138	23 761
Operating profit	1 999	1 661	2 299
% of net sales	10.4%	7.9%	9.7%
Profit before tax	2 091	1 469	2 169
Profit from continuing operations	1 711	649	4 202
(Loss)/profit from discontinued operations	(427)	30	57
Profit for the year	1 284	679	4 259
From the consolidated statement of financial position
Non-current assets	21 162	21 694	22 677
Current assets	17 987	18 087	20 266
Assets held for sale	—	79	—
Total assets	39 149	39 860	42 943
Total shareholders' equity	20 657	20 537	21 333
Non-controlling interests	90	91	93
Total equity	20 747	20 628	21 426
Interest-bearing liabilities(1)	3 887	4 191	4 477
Lease liabilities(1)	863	997	1 042
Provisions(1)	1 228	1 262	1 435
Other liabilities(1)	12 424	12 782	14 563
Total shareholders’ equity and liabilities	39 149	39 860	42 943
Other information
Research and development expenses(2)	(4 512)	(4 277)	(4 503)
% of net sales	(23.5)%	(20.2)%	(19.0)%
Capital expenditure(3)	(472)	(652)	(601)
% of net sales	(2.5)%	(3.1)%	(2.5)%
Personnel expenses(2)	7 563	7 294	7 732
Average number of employees(2)	78 434	84 795	85 101
Order backlog, EUR billion(4)	20.0	22.0	19.5
m (except for percentage and personnel data)	2023	2022
---	---	---
Key financial indicators and ratios
Earnings per share attributable to equity holders of the parent
Basic earnings per share,
Continuing operations	0.11	0.75
Profit for the year	0.12	0.76
Diluted earnings per share,
Continuing operations	0.11	0.74
Profit for the year	0.12	0.75
Proposed dividend per share, (5)	0.13	0.12
Return on capital employed %(3)	6.6%	9.5%
Return on shareholders’ equity %(3)	3.2%	22.0%
Equity ratio %(3)	51.8%	49.9%
Net debt to equity (gearing) %(3)	(21.0)%	(22.2)%
Cash and cash equivalents	6 234	5 467
Total cash and interest-bearing financial investments(3)	8 514	9 244
Net cash and interest-bearing financial investments(3)	4 323	4 767
Net cash flows from operating activities	1 317	1 474
Free cash flow(3)	665	873

All values are in Euros.

(1)Includes both current and non-current liabilities in the consolidated statement of financial position.

(2)Presented for continuing operations.

(3)Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,

refer to the ”Alternative performance measures” section.

(4)Order backlog includes EUR 1.7 billion in 2023 and EUR 1.6 billion in 2022 related to discontinued operations sold in 2024.

(5)The Board of Directors proposes to the Annual General Meeting to be authorized to decide in its discretion on the distribution of

an aggregate maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from the reserve for

invested unrestricted equity.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review

Operating and financial review

The financial information included in this “Operating and financial review” section as of and for the years ended 31 December 2024 and 2023 has been derived from, and should be read in

conjunction with, our consolidated financial statements included in this report. For discussion of the year ended 31 December 2023 compared to the year ended 31 December 2022, please refer

to the “Operating and financial review” section of our Annual Report on Form 20-F for the year ended 31 December 2023.

Results of operations

This “Results of operations” section discusses the results of our continuing operations and

discontinued operations. Discontinued operations include the results of the Submarine Networks

business which was sold to the French state in 2024.

Cost savings program

On 19 October 2023, Nokia announced actions being taken across business groups to address

the challenging market environment that the company faced. The company will reduce its cost

base and increase operational efficiency while protecting its R&D capacity and commitment to

technology leadership.

Nokia targets to lower its cost base on a gross basis (i.e. before inflation) by between

EUR 800 million and EUR 1 200 million by the end of 2026 compared to 2023, assuming on-

target variable pay in both periods. This represents a 10-15% reduction in personnel expenses.

The program is expected to lead to a 72 000–77 000 employee organization compared to

the 86 000 employees Nokia had when the program was announced. The headcount figures

represent the originally planned headcount targets and do not take into consideration the

completed divestment of Submarine Networks or planned divestments or acquisitions.

Actual headcount at 31 December 2024 was 75 600. The actual headcount reflects workforce

reductions from the disposal of Submarine Networks which were not factored into the target

workforce when the program was announced. The headcount at 31 December 2024 would have

been 77 600 had Nokia not disposed of Submarine Networks.

The program is expected to deliver savings on a net basis but the magnitude will depend on

inflation. The cost savings are expected to primarily be achieved in Mobile Networks, Cloud and

Network Services and Nokia’s corporate functions. One-time restructuring charges and cash

outflows of the program are expected to be similar to the annual cost savings achieved.

The current plan envisages achieving gross cost savings of EUR 1 000 million within the

2024–2026 program although this remains subject to change depending on the evolution of

end market demand. This includes the expected gross cost savings along with the associated

restructuring charges and cash outflows for the program. Nokia expects approximately 70% of

the savings to be achieved within operating expenses and 30% within cost of sales. By business

group, approximately 50-60% of the savings are expected to be achieved within Mobile

Networks, 30% within Cloud and Network Services and the remaining 10-20% between Network

Infrastructure and corporate center.

The prior cost savings program from 2021 to 2023 is now essentially completed.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Nokia Group

For the year ended 31 December 2024 compared to the year ended 31 December 2023

The following table sets forth the results of Nokia’s continuing operations and the percentage of

net sales for the years indicated.

	2024		2023
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	19 220	100.0%	21 138	100.0%	(9)%
Cost of sales	(10 356)	(53.9)%	(12 592)	(59.6)%	(18)%
Gross profit	8 864	46.1%	8 546	40.4%	4%
Research and development<br><br>expenses	(4 512)	(23.5)%	(4 277)	(20.2)%	5%
Selling, general and<br><br>administrative expenses	(2 890)	(15.0)%	(2 878)	(13.6)%	0%
Other operating income and<br><br>expenses	537	2.8%	270	1.3%	99%
Operating profit	1 999	10.4%	1 661	7.9%	20%
Share of results of associated<br><br>companies and joint ventures	7	0.0%	(39)	(0.2)%	(118)%
Financial income and expenses	85	0.4%	(153)	(0.7)%	(156)%
Profit before tax	2 091	10.9%	1 469	6.9%	42%
Income tax (expense)/benefit	(380)	(2.0)%	(820)	(3.9)%	(54)%
Profit from continuing<br><br>operations	1 711	8.9%	649	3.1%	164%
(Loss)/profit from discontinued<br><br>operations	(427)	(2.2)%	30	0.1%	(1 523)%
Profit for the year	1 284	6.7%	679	3.2%	89%
Attributable to:
Equity holders of the parent	1 277	6.6%	665	3.1%	92%
Non-controlling interests	7	0.0%	14	0.1%	(50)%

Net sales

Net sales in 2024 were EUR 19 220 million, a decrease of EUR 1 918 million, or 9%, compared

to EUR 21 138 million in 2023. Net sales were impacted by challenging market conditions that

started in 2023 and persisted through the first half of 2024, despite improving order intake

trends in parts of the business. The overall net sales performance reflected declines across

Mobile Networks, Network Infrastructure and Cloud and Network Services. This was somewhat

offset by strong growth in Nokia Technologies which benefited from the signing of smartphone

license agreements throughout the year and related catch-up net sales.

The following table sets forth distribution of net sales by region for the years indicated.

EURm	2024	2023	Change %
Americas	6 276	6 779	(7)%
Latin America	895	1 046	(14)%
North America	5 381	5 733	(6)%
APAC	4 549	6 436	(29)%
Greater China	1 134	1 303	(13)%
India	1 373	2 842	(52)%
Rest of APAC	2 042	2 291	(11)%
EMEA	8 395	7 923	6%
Europe(1)	6 362	5 873	8%
Middle East & Africa	2 033	2 050	(1)%
Total	19 220	21 138	(9)%

(1)All Nokia Technologies IPR and licensing net sales are allocated to Finland.

The following table sets forth distribution of net sales by customer type for the years indicated.

EURm	2024	2023	Change %
Communications service providers	15 085	17 652	(15)%
Enterprise	2 180	2 282	(4)%
Licensees	1 928	1 085	78%
Other(1)	27	119	(77)%
Total	19 220	21 138	(9)%

(1)Includes net sales of Radio Frequency Systems (RFS), which had been managed as a separate entity and was substantially divested

in 2024, and certain other items, such as eliminations of inter-segment revenues. RFS net sales also include revenue from

communications service providers and enterprise customers.

Gross profit

Gross profit in 2024 was EUR 8 864 million, an increase of EUR 318 million, or 4%, compared

to EUR 8 546 million in 2023. The increase in gross profit was mainly attributable to the strong

net sales growth in Nokia Technologies. Gross profit in 2024 also reflected relatively stable

restructuring and associated charges, which amounted to EUR 155 million in 2024, compared

to EUR 151 million in 2023. In 2024, variable pay accruals within cost of sales were higher,

compared to 2023. Gross margin in 2024 was 46.1%, compared to 40.4% in 2023.

Operating expenses

Our research and development expenses in 2024 were EUR 4 512 million, an increase of

EUR 235 million, or 5%, compared to EUR 4 277 million in 2023. Research and development

expenses represented 23.5% of our net sales in 2024 compared to 20.2% in 2023. The increase

in research and development expenses was primarily attributable to higher variable pay accruals

in 2024, compared to 2023. Research and development expenses in 2024 also reflected higher

restructuring and associated charges, which amounted to EUR 135 million in 2024, compared

to EUR 61 million in 2023.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Our selling, general and administrative expenses in 2024 were EUR 2 890 million, an increase

of EUR 12 million compared to EUR 2 878 million in 2023. Selling, general and administrative

expenses represented 15.0% of our net sales in 2024 compared to 13.6% in 2023. The slight

increase in selling, general and administrative expenses was mainly driven by higher variable pay

accruals in 2024, compared to 2023, as well as the negative impact from foreign exchange rate

fluctuations. This was somewhat offset by ongoing cost savings actions. The selling, general and

administrative expenses in 2024 also reflected relatively stable restructuring and associated

charges and amortization of acquired intangible assets. 2024 included restructuring and

associated charges of EUR 144 million, compared to EUR 138 million in 2023. In 2024, selling,

general and administrative expenses included amortization of acquired intangible assets of

EUR 294 million, compared to EUR 292 million in 2023.

Other operating income and expenses in 2024 was a net income of EUR 537 million, an

improvement of EUR 267 million, compared to a net income of EUR 270 million in 2023. The

improvement in other operating income and expenses was primarily driven by EUR 190 million

of income related to the divestment of associates, a positive fluctuation in loss allowances

on certain trade receivables and higher gains related to Nokia's venture fund investments,

somewhat offset by the negative impact from hedging, the EUR 49 million reversal of a

provision that benefited 2023 and lower sales of digital assets. Nokia’s venture fund

investments generated a benefit of approximately EUR 30 million in 2024 compared to

a loss of EUR 70 million in 2023. The impact of hedging was positive EUR 23 million in 2024,

compared to a positive impact of EUR 94 million in 2023.

Operating profit

Our operating profit in 2024 was EUR 1 999 million, an increase of EUR 338 million, compared

to an operating profit of EUR 1 661 million in 2023. The increase in operating profit was due

to higher gross profit and the net positive fluctuation in other operating income and expenses,

somewhat offset by higher research and development expenses and selling, general and

administrative expenses. Our operating margin in 2024 was 10.4%, compared to 7.9% in 2023.

Financial income and expenses

Financial income and expenses were a net income of EUR 85 million in 2024, a positive

fluctuation of EUR 238 million, compared to a net expense of EUR 153 million in 2023. The net

positive fluctuation in financial income and expenses mainly resulted from a EUR 208 million

positive fluctuation in net foreign exchange gains and losses, EUR 79 million of higher interest

income and EUR 30 million of lower interest expenses. These were partially offset by the

EUR 79 million fair value reduction of current equity investments in Vodafone Idea.

Profit before tax

Our profit before tax in 2024 was EUR 2 091 million, an increase of EUR 622 million compared

to EUR 1 469 million in 2023.

Income tax

Income taxes were a net expense of EUR 380 million in 2024, a net positive fluctuation of

EUR 440 million compared to a net expense of EUR 820 million in 2023. The positive fluctuation

in net income taxes was primarily attributable a non-recurring tax expense of EUR 392 million

related to an internal operating model change that led to a remeasurement of a deferred tax

asset that negatively impacted 2023. For more details on these items, please refer to Note 2.5.

Income taxes in our consolidated financial statements.

Profit from continuing operations

The profit from continuing operations in 2024 was EUR 1 711 million, an increase of

EUR 1 062 million, compared to a profit of EUR 649 million in 2023. The change was due to

the higher operating profit, the lower income tax expenses and the net positive fluctuation

in financial income and expenses.

Our EPS from continuing operations in 2024 was EUR 0.31 (basic) and EUR 0.31 (diluted)

compared to EUR 0.11 (basic) and EUR 0.11 (diluted) in 2023.

Loss/profit from discontinued operations

The loss from discontinued operations in 2024 was EUR 427 million, a change of EUR 457 million,

compared to a profit of EUR 30 million in 2023. For more detailed discussion of results of

discontinued operations, refer to Discontinued operations section below.

Profit for the year

The profit for the year in 2024 was EUR 1 284 million, an increase of EUR 605 million,

compared to a profit of EUR 679 million in 2023. The change in profit for the year was primarily

due to the higher profit from continuing operations, somewhat offset by higher losses from

discontinued operations.

Our EPS in 2024 was EUR 0.23 (basic) and EUR 0.23 (diluted) compared to EUR 0.12 (basic) and

EUR 0.12 (diluted) in 2023.

Order backlog

At 31 December 2024, the order backlog amounted to EUR 20.0 billion compared to

EUR 22.0 billion, of which EUR 1.7 billion related to discontinued operations sold in 2024, at 31

December 2023. The slight decline in order backlog year-on-year primarily related to the timing

of multi-year orders within Mobile Networks while order backlog increased within Network

Infrastructure. Management has estimated that the order backlog will be recognized as revenue

as follows:

	2024	2023
Within 1 year	53%	51%
2-3 years	27%	30%
More than 3 years	20%	19%
Total	100%	100%

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Discontinued operations

For the year ended 31 December 2024 compared to the year ended 31 December 2023

The following table sets forth the results for discontinued operations, and the percentage of

net sales for the years indicated. On 27 June 2024, Nokia announced it had entered into a put

option agreement to sell its wholly owned subsidiary Alcatel Submarine Networks (ASN) to the

French State. As a result, Nokia classified the Submarine Networks business as a discontinued

operation and recast the comparative amounts accordingly. The sale was completed on

31 December 2024.

	2024		2023
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	1 059	100.0%	1 120	100.0%	(5)%
Expenses	(989)	(93.4)%	(1 090)	(97.3)%	(9)%
Operating profit	70	6.6%	30	2.7%	133%
Financial income and expenses	(7)	(0.7)%	5	0.4%	(240)%
Impairment loss recognized on the<br><br>remeasurement to fair value less costs to<br><br>sell	(514)	(48.5)%	—	0.0%	0%
Gain on sale	29	2.7%	—	0.0%	0%
(Loss)/profit from discontinued<br><br>operations before tax	(422)	(39.8)%	35	3.1%	(1 306)%
Income tax expense	(5)	(0.5)%	(5)	(0.4)%	0%
(Loss)/profit from discontinued<br><br>operations(1)	(427)	(40.3)%	30	2.7%	(1 523)%

(1)Loss/profit from discontinued operations is attributable to the equity holders of the parent in its entirety.

Net sales

Discontinued operations net sales in 2024 were EUR 1059 million, a decrease of EUR 61 million,

or 5%, compared to EUR 1 120 million in 2023.

Operating profit

Discontinued operations operating profit in 2024 was EUR 70 million, an increase of EUR 40 million,

compared to an operating profit of EUR 30 million in 2023. The improved operating profit mainly

reflected lower overall expenses in 2024 compared to 2023, particularly within cost of sales.

Loss/profit before tax

Discontinued operations loss before tax in 2024 was EUR 422 million, a decrease of

EUR 457 million, compared to a profit before tax of EUR 35 million in 2023. This mainly reflected

an impairment loss booked in 2024 related to the difference between the carrying amount of

the Submarine Networks business and the expected proceeds from the sale of the business.

This was somewhat offset by the gain related to the sale of the business.

Loss/profit

Discontinued operations loss in 2024 was EUR 427 million, a change of EUR 457 million

compared to a profit of EUR 30 million in 2023. EPS from discontinued operations in 2024 was

negative EUR 0.08 (basic) and negative EUR 0.08 (diluted) compared to EUR 0.01 (basic) and

EUR 0.01 (diluted) in 2023.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Results of segments

In 2024, we had four operating and reportable segments for financial reporting purposes:

(1) Network Infrastructure, (2) Mobile Networks, (3) Cloud and Network Services and (4) Nokia

Technologies. We also present segment-level information for Group Common and Other. The

amounts presented in this “Results of segments” section for each reportable segment and

Group Common and Other represent the amounts reported to the management for the purpose

of assessing performance and making decisions about resource allocation. Certain costs and

revenue adjustments are not allocated to the segments for this purpose. For more information

on our operational and reporting structure as well as the reconciliation of reportable segment

measures to those of the Nokia Group, refer to Note 2.2. Segment information, in the

consolidated financial statements.

Network Infrastructure

For the year ended 31 December 2024 compared to the year ended 31 December 2023

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

	2024		2023
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales(1)	6 518	100.0%	6 917	100.0%	(6)%
Cost of sales	(3 781)	(58.0)%	(4 007)	(57.9)%	(6)%
Gross profit	2 737	42.0%	2 910	42.1%	(6)%
Research and development expenses	(1 207)	(18.5)%	(1 212)	(17.5)%	0%
Selling, general and administrative expenses	(815)	(12.5)%	(775)	(11.2)%	5%
Other operating income and expenses	46	0.7%	93	1.3%	(51)%
Operating profit	761	11.7%	1 016	14.7%	(25)%

(1)In 2024, net sales include IP Networks net sales of EUR 2 583 million, Optical Networks net sales of EUR 1 636 million and Fixed

Networks net sales of EUR 2 299 million. In 2023, net sales include IP Networks net sales of EUR 2 606 million, Optical Networks

net sales of EUR 1 942 million and Fixed Networks net sales of EUR 2 369 million.

Net sales

Network Infrastructure net sales in 2024 were EUR 6 518 million, a decrease of EUR 399 million,

or 6%, compared to EUR 6 917 million in 2023. The decrease reflected declines across all

businesses but did show signs of improving market demand through the year.

IP Networks net sales were EUR 2 583 million in 2024, a decrease of EUR 23 million, or 1%,

compared to EUR 2 606 million in 2023. Net sales in IP Networks decreased in 2024, as growth in

the Americas region, particularly in North America, was more than offset by declines elsewhere.

IP Networks also saw continued growth with both webscale and enterprise customers.

Optical Networks net sales were EUR 1 636 million in 2024, a decrease of EUR 306 million,

or 16%, compared to EUR 1 942 million in 2023. Net sales declined as as the pace of the optical

market recovery continues to be slower than the rest of the Network Infrastructure markets.

From a regional perspective, net sales declined across regions, with particular weakness in

Europe in the EMEA region and India within the APAC region.

Fixed Networks net sales were EUR 2 299 million in 2024, a decrease of EUR 70 million, or 3%,

compared to EUR 2 369 million in 2023. The decline in Fixed Networks net sales reflected

declines in the EMEA region, particularly in Europe while North America, within the Americas

region declined slightly as customer spending improved through the year. This was somewhat

offset by growth in India, with the APAC region, as fixed wireless access deployments ramped.

The following table sets forth distribution of net sales by region for the years indicated.

EURm	2024	2023	Change %
Americas	2 726	2 813	(3)%
APAC	1 426	1 580	(10)%
EMEA	2 366	2 524	(6)%
Total	6 518	6 917	(6)%

Gross profit

Network Infrastructure gross profit in 2024 was EUR 2 737 million, a decrease of EUR 173 million,

or 6%, compared to EUR 2 910 million in 2023. Network Infrastructure gross margin in 2024 was

42.0%, compared to 42.1% in 2023. Network Infrastructure gross profit declined while gross

margin was stable, largely reflecting favorable mix shift despite the decline in net sales.

Operating expenses

Network Infrastructure research and development expenses were EUR 1 207 million in 2024,

a decrease of EUR 5 million, or flat compared to EUR 1 212 million in 2023. The slight decrease

in research and development expenses largely reflected the impact of foreign exchange

rate fluctuations.

Network Infrastructure selling, general and administrative expenses were EUR 815 million in

2024, an increase of EUR 40 million, or 5%, compared to EUR 775 million in 2023. The increase

in Network Infrastructure selling, general and administrative expenses largely reflected increased

expenses and higher variable pay accruals, somewhat offset by the impact of foreign exchange

rate fluctuations.

Network Infrastructure other operating income and expenses was an income of EUR 46 million

in 2024, a change of EUR 47 million compared to an income of EUR 93 million in 2023. The

change in other operating income and expenses was mainly due to the lower proceeds from

the sale of digital assets and a negative fluctuation related to foreign exchange hedging.

Operating profit

Network Infrastructure operating profit was EUR 761 million in 2024, a decrease of EUR 255 million,

or 25%, compared to EUR 1 016 million in 2023. Network Infrastructure operating margin in

2024 was 11.7%, compared to 14.7% in 2023.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Mobile Networks

For the year ended 31 December 2024 compared to the year ended 31 December 2023

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

	2024		2023
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	7 725	100.0%	9 797	100.0%	(21)%
Cost of sales	(4 584)	(59.3)%	(6 364)	(65.0)%	(28)%
Gross profit	3 141	40.7%	3 433	35.0%	(9)%
Research and development expenses	(2 154)	(27.9)%	(2 010)	(20.5)%	7%
Selling, general and administrative<br><br>expenses	(727)	(9.4)%	(822)	(8.4)%	(12)%
Other operating income and expenses	149	1.9%	122	1.2%	22%
Operating profit	409	5.3%	723	7.4%	(43)%

Net sales

Mobile Networks net sales in 2024 were EUR 7 725 million, a decrease of EUR 2 072 million, or

21%, compared to EUR 9 797 million in 2023. The decline in Mobile Networks net sales in 2024

was mainly driven by weakness in India, within the APAC region, as the pace of 5G deployments

moderated in India after significant investments in 2023. Net sales in the America's region also

declined primarily due to North America, where demand remained weak due to current low levels

of deployment activity along with lower market share at one North American customer. In the

second quarter, Nokia resolved its outstanding negotiation with AT&T, who decided to proceed

with an alternative RAN vendor for commercial reasons. Part of this resolution led to a benefit

of EUR 150 million of accelerated revenue recognition.

The following table sets forth distribution of net sales by region for the years indicated.

EURm	2024	2023	Change %
Americas	2 365	2 618	(10)%
APAC	2 461	4 184	(41)%
EMEA	2 899	2 995	(3)%
Total	7 725	9 797	(21)%

Gross profit

Mobile Networks gross profit in 2024 was EUR 3 141 million, a decrease of EUR 292 million, or

9%, compared to EUR 3 433 million in 2023. Mobile Networks gross margin in 2024 was 40.7%,

compared to 35.0% in 2023. The decrease in Mobile Networks gross profit was mainly driven by

lower net sales and higher variable pay accruals. The increase in gross margin largely reflected

favorable regional mix and the accelerated recognition of net sales related to a customer

resolution.

Operating expenses

Mobile Networks research and development expenses were EUR 2 154 million in 2024, an

increase of EUR 144 million, or 7% compared to EUR 2 010 million in 2023. The higher research

and development expenses mainly reflected underlying cost reductions which were offset by

higher variable pay accruals.

Mobile Networks selling, general and administrative expenses were EUR 727 million in 2024,

a decrease of EUR 95 million, or 12%, compared to EUR 822 million in 2023. The decrease in

Mobile Networks selling, general and administrative expenses mainly reflected underlying cost

reductions which were partially offset by higher variable pay accruals.

Mobile Networks other operating income and expenses was an income of EUR 149 million in

2024, a change of EUR 27 million compared to an income of EUR 122 million in 2023. The change

in other operating income and expenses was primarily due to the net positive fluctuation in the

amount of loss allowances on trade receivables somewhat offset by lower proceeds from the

sale of digital assets and a negative fluctuation related to foreign exchange hedging.

Operating profit

Mobile Networks operating profit was EUR 409 million in 2024, a decrease of EUR 314 million,

compared to EUR 723 million in 2023. Mobile Networks operating margin was 5.3% in 2024

compared to 7.4% in 2023.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Cloud and Network Services

For the year ended 31 December 2024 compared to the year ended 31 December 2023

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

	2024		2023
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	3 022	100.0%	3 220	100.0%	(6)%
Cost of sales	(1 787)	(59.1)%	(1 944)	(60.4)%	(8)%
Gross profit	1 235	40.9%	1 276	39.6%	(3)%
Research and development expenses	(556)	(18.4)%	(577)	(17.9)%	(4)%
Selling, general and administrative<br><br>expenses	(474)	(15.7)%	(494)	(15.3)%	(4)%
Other operating income and expenses	44	1.5%	50	1.6%	(12)%
Operating profit	249	8.2%	255	7.9%	(2)%

Net sales

Cloud and Network Services net sales in 2024 were EUR 3 022 million, a decrease of

EUR 198 million, or 6%, compared to EUR 3 220 million in 2023. In addition to the slight negative

impact from foreign exchange fluctuations, net sales in Cloud and Network Services reflected the

impact of the disposal of the Device Management and Service Management Platform businesses

during 2024, as well as declines in Cloud and Cognitive Services and Core Networks. This was

slightly offset by growth in Enterprise Campus Edge. Net sales declined less than 1% due to

foreign exchange rate fluctuations in 2024.

The following table sets forth distribution of net sales by region for the years indicated.

EURm	2024	2023	Change %
Americas	1 184	1 306	(9)%
APAC	649	649	0%
EMEA	1 189	1 265	(6)%
Total	3 022	3 220	(6)%

Gross profit

Cloud and Network Services gross profit in 2024 was EUR 1 235 million, a decrease of

EUR 41 million, or 3%, compared to EUR 1 276 million in 2023. Cloud and Network Services gross

margin in 2024 was 40.9%, compared to 39.6% in 2023. Gross profit declined mainly as a result

of lower net sales, while gross margin improved reflecting improvements in the cost of delivery

and favorable business and regional mix.

Operating expenses

Cloud and Network Services research and development expenses were EUR 556 million in 2024,

a decrease of EUR 21 million or 4%, compared to EUR 577 million in 2023. The decrease in

research and development expenses largely reflected continued discipline on cost control

and the impact of the previously mentioned disposal, somewhat offset by higher variable

pay accruals.

Cloud and Network Services selling, general and administrative expenses were EUR 474 million

in 2024, a decrease of EUR 20 million, or 4%, compared to EUR 494 million in 2023. The

decrease in Cloud and Network Services selling, general and administrative expenses largely

reflected continued discipline on cost control, somewhat offset by higher variable pay accruals.

Cloud and Network Services other operating income and expenses was an income of

EUR 44 million in 2024, a change of EUR 6 million compared to an income of EUR 50 million

in 2023.

Operating profit

Cloud and Network Services operating profit was EUR 249 million in 2024, a decrease of

EUR 6 million, compared to EUR 255 million in 2023. Cloud and Network Services operating

margin in 2024 was 8.2% compared to 7.9% in 2023.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Nokia Technologies

For the year ended 31 December 2024 compared to the year ended 31 December 2023

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

	2024		2023
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	1 928	100.0%	1 085	100.0%	78%
Cost of sales	(2)	(0.1)%	—	0.0%	0%
Gross profit	1 926	99.9%	1 085	100.0%	78%
Research and development expenses	(250)	(13.0)%	(224)	(20.6)%	12%
Selling, general and administrative<br><br>expenses	(163)	(8.5)%	(140)	(12.9)%	16%
Other operating income and expenses	1	0.1%	13	1.2%	(92)%
Operating profit	1 514	78.5%	734	67.6%	106%

Net sales

Nokia Technologies net sales in 2024 were EUR 1 928 million, an increase of EUR 843 million, or

78%, compared to EUR 1 085 million in 2023. The strong growth in Nokia Technologies net sales

was primarily due to the signing of smartphone license agreements with OPPO, vivo and other

licensees. Some of these agreements led to the recognition of catch-up net sales through the

course of the year. Nokia Technologies also continued to make good progress in expanding to

new areas such as automotive, consumer electronics, IoT and multimedia.

Gross profit

Nokia Technologies gross profit in 2024 was EUR 1 926 million, an increase of EUR 841 million,

or 78%, compared to EUR 1 085 million in 2023. The higher gross profit in Nokia Technologies

was due to higher net sales.

Operating expenses

Nokia Technologies research and development expenses in 2024 were EUR 250 million, an

increase of EUR 26 million, or 12%, compared to EUR 224 million in 2023. The increase in Nokia

Technologies research and development expenses was primarily due to higher investments to

drive the creation of intellectual property and higher variable pay accruals.

Nokia Technologies selling, general and administrative expenses in 2024 were EUR 163 million,

an increase of EUR 23 million, or 16%, compared to EUR 140 million in 2023. The increase in

Nokia Technologies selling, general and administrative expenses was primarily due to a

combination of higher investments to drive the creation of intellectual property, licensing-

related costs and variable pay accruals.

Nokia Technologies other operating income and expenses in 2024 was an income of EUR 1 million,

a change of EUR 12 million compared to an income of EUR 13 million in 2023. The change in

other operating income and expenses was primarily related to the reversal of loss allowances

of certain trade receivables which benefited 2023 and was not repeated in 2024.

Operating profit

Nokia Technologies operating profit in 2024 was EUR 1 514 million, an increase of EUR 780

million, or 106%, compared to an operating profit of EUR 734 million in 2023. The increase in

Nokia Technologies operating profit was primarily related to higher net sales, partially offset by

higher operating expenses. Nokia Technologies operating margin in 2024 was 78.5% compared

to 67.6% in 2023.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Group Common and Other

For the year ended 31 December 2024 compared to the year ended 31 December 2023

The following table sets forth the operating results for Group Common and Other, and the

percentage of net sales for the years indicated.

	2024		2023
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	34	100.0%	130	100.0%	(74)%
Cost of sales	(29)	(85.3)%	(136)	(104.6)%	(79)%
Gross profit	5	14.7%	(6)	(4.6)%	(183)%
Research and development expenses	(131)	(385.3)%	(120)	(92.3)%	9%
Selling, general and administrative<br><br>expenses	(244)	(717.6)%	(217)	(166.9)%	12%
Other operating income and expenses	56	164.7%	(48)	(36.9)%	(217)%
Operating loss	(314)	(923.5)%	(391)	(300.8)%	(20)%

Net sales

Group Common and Other net sales in 2024 were EUR 34 million, a decrease of EUR 96 million, or

74%, compared to EUR 130 million in 2023. The decrease in Group Common and Other net sales

was related to reduced net sales from Radio Frequency Systems, mainly driven by the divested

business carved out during 2023.

Gross profit

Group Common and Other gross profit in 2024 was positive EUR 5 million, compared to negative

EUR 6 million in 2023. Group Common and Other gross margin in 2024 was 14.7% compared to

negative 4.6% in 2023.

Operating expenses

Group Common and Other research and development expenses in 2024 were EUR 131 million,

an increase of EUR 11 million, or 9%, compared to EUR 120 million in 2023.

Group Common and Other selling, general and administrative expenses in 2024 were

EUR 244 million, an increase of EUR 27 million, or 12%, compared to EUR 217 million in 2023.

In 2024, variable pay accruals within Group Common and Other selling, general and

administrative expenses were higher, compared to 2023.

Group Common and Other other operating income and expense in 2024 was an income

of EUR 56 million, a net positive fluctuation of EUR 104 million compared to an expense of

EUR 48 million in 2023. The net positive fluctuation in 2024 was primarily related to Nokia’s

venture fund investments, which generated a benefit of approximately EUR 30 million in 2024,

compared to a loss of approximately EUR 70 million in 2023.

Operating loss

Group Common and Other operating loss in 2024 was EUR 314 million, an improvement of

EUR 77 million, compared to an operating loss of EUR 391 million in 2023. The improvement in

Group Common and Other operating loss was primarily attributable to the net positive fluctuation

in other operating income and expenses driven by Nokia’s venture fund investments.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	80

Operating and financial review continued

Liquidity and capital resources

Financial position

Cash and cash equivalents

At 31 December 2024, our cash and cash equivalents equaled EUR 6 623 million, an increase

of EUR 389 million compared to EUR 6 234 million as of 31 December 2023. The increase was

primarily attributable to net cash inflow from operating activities of EUR 2 493 million, proceeds

from disposal of shares in associated companies of EUR 259 million, net cash inflow related to

interest-bearing financial investments of EUR 214 million and proceeds from sale of property,

plant and equipment and intangible assets of EUR 97 million, offset by dividends of EUR 723

million, share repurchases of EUR 680 million, capital expenditure of EUR 472 million, net cash

outflow related to long-term borrowings of EUR 361 million, payment of principal portion of

lease liabilities of EUR 233 million and net cash outflow related to other financial assets of

EUR 210 million.

Total cash and interest-bearing financial investments(1)

At 31 December 2024, our total cash and interest-bearing financial investments(1) equaled

EUR 8 741 million, an increase of EUR 227 million, compared to EUR 8 514 million as of

31 December 2023. The increase was primarily attributable to net cash inflow from operating

activities of EUR 2 493 million, offset by dividends of EUR 723 million, share repurchases of

EUR 680 million, capital expenditure of EUR 472 million and net cash outflow related to

long-term borrowings of EUR 361 million.

Net cash and interest-bearing financial investments(1)

At 31 December 2024, our net cash and interest-bearing financial investments(1) equaled

EUR 4 854 million, an increase of EUR 531 million, compared to EUR 4 323 million as of

31 December 2023. The increase was mainly attributable to net cash inflow from operating

activities of EUR 2 493 million and proceeds from disposal of shares in associated companies

of EUR 259 million, offset by dividends of EUR 723 million, share repurchases of EUR 680 million,

capital expenditure of EUR 472 million and payment of the principal portion of the lease liabilities

of EUR 233 million.

(1)Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,

refer to the “Alternative performance measures” section.

Cash flow

Operating activities

The cash inflow from operating activities in 2024 was EUR 2 493 million, an increase of

EUR 1 176 million compared to a cash inflow of EUR 1 317 million in 2023. The increase was

primarily attributed to an increase of EUR 203 million in net profit, adjusted for non-cash items,

which equaled EUR 3 441 million compared to EUR 3 238 million in 2023, and a decrease in cash

tied-up to net working capital of EUR 569 million in 2024 compared to EUR 1 282 million cash

tied-up in 2023. The primary drivers for the decrease in cash tied-up to net working capital were

related to a decrease in liabilities of EUR 609 million compared to a decrease of EUR 2 029 million

in 2023 and an increase in receivables of EUR 364 million compared to a decrease in

receivables of EUR 304 million in 2023. This was partly offset by a decrease in inventories of

EUR 404 million compared to a decrease of EUR 443 million in 2023. The increase in receivables

during 2024 was primarily driven by account receivables. The decrease in liabilities during 2024

was primarily due to restructuring and associated cash outflows, a decrease in trade payables

and contract liabilities, partially offset by an increase in liabilities related to variable pay.

In 2024, the cash inflow from operating activities included paid taxes of EUR 342 million,

a decrease of EUR 234 million compared to EUR 576 million in 2023, interest received of

EUR 226 million compared to EUR 178 million in 2023 and interest paid of EUR 263 million

compared to EUR 241 million in 2023.

Investing activities

The cash outflow from investing activities was EUR 117 million in 2024, compared to a

EUR 1 043 million cash inflow in 2023. Cash outflow from investing activities was primarily

driven by cash outflow due to the capital expenditure of EUR 472 million in 2024 compared

to EUR 652 million in 2023 and cash outflow from other financial assets of EUR 210 million

compared to EUR 49 million in 2023. These were partially offset by cash inflows from disposal

of shares in associated companies of EUR 259 million, compared to EUR 8 million in 2023 and

net cash inflow of EUR 214 million of interest-bearing financial investments in 2024 compared

to net cash inflow of EUR 1 527 million in 2023.

Major items of capital expenditure in 2024 included investments in R&D equipment, test

equipment, hardware for telecommunication and cloud environment, repair or improvements

of sites, shipyards and vessels.

Financing activities

In 2024, the cash outflow from financing activities was EUR 2 003 million, compared to a

EUR 1 502 million cash outflow in 2023. The cash outflow was driven by dividend payments

of EUR 723 million, compared to EUR 621 million in 2023, share repurchases of EUR 680 million

compared to EUR 300 million in 2023, repayments of long-term borrowings of EUR 462 million

compared to EUR 798 million in 2023 and payments of the principal portion of lease liabilities of

EUR 233 million, compared to EUR 239 million in 2023. These were partially offset by proceeds

from long-term borrowings of EUR 101 million, compared to EUR 496 million in 2023.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	81

Operating and financial review continued

Financial assets and debt

At 31 December 2024, our net cash and interest-bearing financial investments(1) equaled

EUR 4 854 million consisting of EUR 8 741 million in total cash and interest-bearing financial

investments(1), and EUR 3 887 million of long-term and short-term interest-bearing liabilities.

We hold our total cash and interest-bearing financial investments(1) predominantly in euro.

Our interest-bearing financial investments mainly include high-quality money market and fixed

income instruments with strict maturity limits and diversified counterparty risk limits. We also

have a EUR 1 412 million revolving credit facility available for liquidity purposes. The facility has

no financial covenants and remains undrawn.

At 31 December 2024, our interest-bearing liabilities consisted of EUR 292 million notes due

in 2025, EUR 500 million R&D loan from the European Investment Bank maturing in 2025,

EUR 83 million R&D loan from the Nordic Investment Bank with final maturity in 2025,

EUR 630 million notes due in 2026, USD 500 million notes due in 2027, EUR 500 million

notes due in 2028, USD 74 million notes due in 2028, USD 206 million notes due in 2029,

EUR 500 million notes due in 2031, EUR 100 million R&D loan from the Nordic Investment Bank

with final maturity in 2032, USD 500 million notes due in 2039, and EUR 105 million of other

liabilities. The EUR notes maturing in 2025, 2026, 2028 and 2031 as well as the USD notes

maturing in 2027 and 2039, are issued by Nokia Corporation, while the USD notes maturing in

2028 and 2029 are issued by Lucent Technologies Inc., a predecessor to Nokia of America

Corporation (Nokia’s wholly-owned subsidiary, formerly known as Alcatel-Lucent USA Inc.). The

loans from the Nordic Investment Bank and from the European Investment Bank are drawn by

Nokia Corporation. For more information on our interest-bearing liabilities, refer to Note 5.2.

Financial assets and liabilities, of our consolidated financial statements.

In June 2021, we exercised our option to extend the maturity date of the EUR 1 500 million

revolving credit facility. Subsequent to the extension, EUR 1 412 million of the facility has its

maturity in June 2026 and EUR 88 million of the facility matured in June 2024.

We consider that with EUR 8 741 million of total cash and interest-bearing financial investments(1)

and with our undrawn revolving credit facility, we have sufficient funds to satisfy our future

working capital needs, capital expenditure, R&D investments, structured finance, venture fund

commitments, acquisitions and debt service requirements, at least through 2025. We further

consider that with our current credit ratings of BBB- by S&P Global Ratings, Ba1 by Moody’s,

and BBB- by Fitch, we have access to the capital markets should any funding needs arise in 2025.

We aim to maintain investment grade credit ratings.

Off-balance sheet arrangements

There are no material off-balance sheet arrangements that have, or are reasonably likely to

have, a current or future effect on our financial condition, revenues or expenses, results of

operations, liquidity, capital expenditures or capital resources that are material to investors,

except for the purchase obligations and lease commitments, as well as guarantees and financing

commitments disclosed in Note 6.1. Commitments, contingencies and legal proceedings,

and in Note 5.4. Financial risk management, of our consolidated financial statements.

(1)Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,

refer to “Alternative performance measures” section.

Venture fund investments and commitments

We make financing commitments to a number of unlisted venture funds that make technology-

related investments. The majority of the investments are managed by NGP Capital, a global

venture capital firm backing exceptional entrepreneurs driving the convergence of the physical

and digital world.

As of 31 December 2024, our venture fund investments equaled EUR 865 million, compared

to EUR 784 million as of 31 December 2023. For more information on the fair value of our

venture fund investments, refer to Note 5.2. Financial assets and liabilities, of our consolidated

financial statements.

As of 31 December 2024, our venture fund commitments equaled EUR 306 million, compared

to EUR 381 million as of 31 December 2023. As a limited partner in venture funds, we are

committed to capital contributions and entitled to cash distributions according to the respective

partnership agreements and underlying fund activities. For more information on venture fund

commitments, refer to Note 6.1. Commitments, contingencies and legal proceedings, of our

consolidated financial statements.

Treasury Policy

Treasury activities are governed by the Nokia Treasury Policy approved by the President

and CEO within the authority granted by the Board of Directors and supplemented by operating

procedures approved by the CFO, covering specific areas such as foreign exchange risk, interest

rate risk, credit risk and liquidity risk. The objective of treasury’s liquidity and capital structure

management activities is to ensure that we have sufficient liquidity to go through unfavorable

periods without being severely constrained by the availability of funds to execute Nokia’s

business plans and implement Nokia’s long-term business strategy. We are risk-averse in our

treasury activities.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	82

Operating and financial review continued

Foreign exchange impact

We are a company with global operations and net sales derived from various countries, invoiced

in various currencies. Therefore, our business and results from operations are exposed to

changes in exchange rates between the euro, our reporting currency, and other currencies,

such as the US dollar. The magnitude of foreign exchange exposures changes over time as a

function of our net sales and costs in different markets, as well as the prevalent currencies used

for transactions in those markets. Significant changes in exchange rates may also impact our

competitive position and related price pressures through their impact on our competitors.

To mitigate the impact of changes in exchange rates on our results, we hedge material net

foreign exchange exposures (net sales less costs in a currency) typically with a hedging horizon

of approximately 12 months. For the majority of these hedges, hedge accounting is applied to

reduce income statement volatility.

In 2024, Group net sales were mostly denominated in US dollars, euros and Chinese yuan and

total costs mostly in US dollars, euros, Chinese yuan and Indian rupee.

The average currency mix for Group net sales and total costs:

	2024		2023
Currency	Net sales	Total costs	Net sales	Total costs
EUR	~25%	~30%	~25%	~30%
USD	~55%	~45%	~50%	~45%
CNY	~5%	~5%	~5%	~5%
INR	~0%	~5%	~5%	~5%
Other	~15%	~15%	~15%	~15%
Total	~100%	~100%	~100%	~100%

For the full year 2024 compared to the previous year, the US dollar was stronger against the

euro. The stronger US dollar in 2024 on a year-on-year basis had a slightly positive impact on

our net sales reported in euros. However, the stronger US dollar also contributed to slightly

higher costs of sales and had an approximately neutral impact on operating expenses on a year-

on-year basis. In total, before hedging, the stronger US dollar on a year-on-year basis had a

slightly positive effect on our operating profit in 2024.

For a discussion of the instruments used by us in connection with our hedging activities, refer to

Note 5.4. Financial risk management, of our consolidated financial statements. Refer also to the

“Risk factors” section.

Nokia Annual Report on Form 20-F 2024

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Business

integrity

Business integrity

Management of business conduct

Strong culture of integrity

Nokia is consistently recognized as one of the World’s Most

Ethical Companies by Ethisphere. Nokia has a strong culture of

integrity, which is driven by the Nokia Code of Conduct, the

essentials of being open, fearless, and empowered, high ethical

standards, effective controls and employee empowerment to

raise concerns without fear of retaliation. Nokia’s commitment

to integrity applies to everyone in the company, regardless of

function or level. Nokia expects its employees to follow laws,

policies, and processes and to speak up about suspected

misconduct. Nokia holds employees accountable for

unethical behavior.

The Code of Conduct also has a section that outlines leader

and manager expectations for cultivating Nokia’s culture of

integrity within their respective organizations. Many resources

are available to educate managers about these responsibilities

and to facilitate manager discussions with team members

about compliance risks. Nokia measures the level of manager

engagement via an annual survey.

Nokia’s corporate culture of integrity is supported by its

comprehensive compliance training program, including its

annual mandatory “Ethical Business Training” course. The

topics within the mandatory training program are rotated every

year to raise awareness on high-risk areas, emerging risks,

and hot topics.

Nokia helps to ensure that employees do not engage in

unlawful or unethical behavior, and mitigates risks related to

anti-corruption, competition, bribery, fraud, money laundering,

privacy and data protection, human rights and other high-risk

areas by providing training and awareness materials and

clarifying Nokia’s expectation that employees follow the

applicable laws, policies and processes. Employees who engage

in unlawful or unethical behavior are disciplined, up to and

including termination of employment.

Compliance Program governance

Nokia’s strong culture of integrity is supported by its Ethics

and Regulatory Compliance team, comprised of approximately

50 experienced compliance professionals, which is led by the

Chief Compliance Officer, who reports to the Chief Legal

Officer. The Ethics and Regulatory Compliance team members

hold an average of 18 years of compliance experience, with its

members located in 19 countries and speaking a total of 21

languages. The Ethics and Regulatory Compliance team has

functional experience in many areas, including law, compliance,

business, accounting, finance, audits, privacy, regulation. The

team includes several distinct functions, including regional

and business-specific compliance leaders, a risk assessment

function and a global team of dedicated investigators

(independent from Nokia’s business units to ensure utmost

objectivity, discreteness and confidentiality). This organization

is responsible for compliance concerns that are reported to

Nokia. The organization also includes an Anti-Corruption Center

of Excellence. The Anti-Corruption Center of Excellence is

responsible for conducting due diligence of commercial third

parties, customers, and high risk suppliers and oversees the

due diligence of high-risk transactions. It is also responsible for

Nokia’s global Anti-Corruption Program, which includes policies

and processes, controls, and training.

The Chief Compliance Officer has direct access to the Audit

Committee of the Board, which provides oversight of Nokia’s

Compliance Program. The Chief Compliance Officer meets at

least quarterly with the Audit Committee and as needed based

on specific matters. The Chief Compliance Officer also meets at

least annually with the full Board.

Fair competition and compliance with competition rules are an

integral part of Nokia’s way of doing business regardless of

geography. Responsibility for compliance with competition laws

rests with all Nokia employees, who are expected to know

how competition laws may impact their work. Nokia’s Fair

Competition Policy covers competitive coordination and

exchange of information, competition-restrictive agreements

with customers or suppliers, abuse of dominance, and

reporting channels. An intranet page dedicated to fair

competition provides practical guidance, dos and don’ts on

a series of topics through practical scenarios (e.g. industry

initiatives, bidding consortiums, multiple bidding, information

sharing, cooperation agreements, no-poach, denigration,

exclusivity and resale price maintenance), links to related

training videos, and an Ethics Helpline link for concern reporting.

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There are various training opportunities available for

employees; for example, training when attending trade

conferences and industry events; targeted training for sales

teams; and live training sessions with relevant audiences.

Nokia’s strong culture of integrity helps it avoid unlawful

behavior and unethical acts by its employees or by third parties

with which Nokia does business. With respect to anti-corruption

and bribery, the key risk is that a rogue employee or a third

party with which Nokia does business (primarily high-risk

suppliers or commercial third parties) engages in behavior that

violates Nokia’s anti-corruption policies and/or applicable laws

or fails to comply with or circumvents one of Nokia’s anti-

corruption processes or control points. Potential violations

of anti-corruption laws may result in investigations; and if a

violation is substantiated, the results may include reputational

damage, fines and forfeiture awards, and potential criminal

action against individuals involved as well as against those who

should have been aware that a violation was occurring. Nokia

strives to stay abreast of geopolitical changes, business models

and strategies that may increase the risk of corruption, such as

planned expansion in a high-risk market or segment. As these

are identified, the Compliance organization works closely with

the business to develop risk mitigants proactively to minimize

residual risk. These efforts may include targeted and focused

training, the implementation of additional control points and

processes, and increased review and monitoring.

Anti-corruption and bribery risks can exist in many aspects of

our operations, including certain go-to-market sales models

and in project delivery and execution. To effectively mitigate

these risks, the Compliance organization has compliance

professionals who partner closely with various parts of our

business. Through this collaboration, the Compliance

organization is able to proactively manage these changing

risks by continually evolving the Anti-Corruption Compliance

Framework and Program. Business activity presents risk with

respect to the possibility of third parties engaging in violations

of anti-corruption laws. The third parties with the highest risk

include certain high-risk suppliers (those dealing in customs,

site acquisition work, or other engagements with governmental

agencies) and commercial third parties (distributors, resellers

and indirect resellers). To mitigate this risk, Nokia provides

training to those third parties with the highest risk and

requires annual compliance acknowledgments as well as

acknowledgment of Nokia’s Third-Party Code of Conduct.

These actions, as well as clear contractual provisions including

compliance with laws, are designed to ensure that Nokia’s third

parties understand its expectations for compliant behavior.

In addition, suppliers and commercial third parties must

successfully complete a risk-based due diligence vetting

process. This vetting process often results in approval with risk

mitigants, such as periodic review of transactions, additional

contractual terms, or monitoring. Commercial third parties

receive quarterly newsletters that include compliance sections

to remind them of Nokia’s expectations for compliant behavior.

Business conduct policies and corporate

culture

Nokia’s clear and readily accessible policies and standard

operating procedures (SOPs) guide our employees on how to

behave and mitigate the risk of unlawful or unethical behavior.

Employees and third parties that fail to behave ethically and

lawfully are held accountable. A dedicated intranet page

provides an overview of company level policies and SOPs.

The available policies are aligned with all business groups and

corporate functions and are disseminated to employees in

several ways, including:

■Training programs, both online and live; online training

typically includes quiz questions to test comprehension;

■The central repository on the company intranet, accessible

by employees;

■Quarterly communications from the Chief Compliance

Officer as well as compliance communications for specific

regions and business groups; and

■The Ethics and Regulatory Compliance intranet site and

relevant policies provide examples of conduct and address

the importance of compliance both for Nokia and the

individual employee.

Nokia’s policy framework begins with the Nokia Code of

Conduct, which includes the Company’s basic principles of

business conduct and high-level policy statements related to

critical business topics. Policy documents further define,

support and explain specific areas of focus. SOPs are created,

where needed, to instruct employees on specific procedures to

implement the policies. Finally, supplemental guidelines (e.g.,

country-specific guidance) or other training materials may be

created for specific implementation of certain procedures.

Respective policy/subject matter experts are responsible for

ensuring that Nokia’s policies and procedures remain up to

date and in accordance with applicable laws and regulations in

all countries where Nokia operates. The full set of supporting

policies and related procedures for the Code of Conduct’s risk

areas are available online to Nokia’s employees.

Nokia’s Code of Conduct is available in a web-based format

in 20 languages. It enforces Nokia’s values and expectations,

outlines Nokia’s 14 key compliance policy statements and

unites all Nokia employees around a common vision. The Code

serves as a guiding framework that provides clarity and

consistency in decision making and defines the principles of

ethical and compliant business practices that all employees and

managers are expected to follow. Everyone in the company is

required to review and acknowledge the Code annually as part

of mandatory compliance training.

A separate Code of Ethics is in place for Nokia’s President and

CEO, Nokia’s Chief Financial Officer, and Nokia’s Corporate

Controller. The purpose of the Code of Ethics is to reinforce

ethical behavior, promote high standards of corporate

governance, and highlight the additional responsibilities of

these functions. It complements Nokia’s Code of Conduct

and Insider Trading Policy as well as other applicable

company guidelines.

Nokia’s Third-Party Code of Conduct requires Nokia’s third-

party business partners to follow similar ethical practices to

those included in Nokia’s Code of Conduct.

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Nokia nurtures, promotes and evaluates its compliance culture

using varied mediums. It uses multiple feedback channels,

discussions and training courses to drive continuous

improvement in Nokia’s Compliance Program. Nokia gauges

employee attitudes, perceptions, and experiences regarding

the compliance culture using survey results and other collected

inputs. These results are shared with relevant business/

regional teams, managed through mitigation plans, and

integrated into the annual risk assessment and

communications process for ongoing management of Nokia’s

ethical culture.

Beyond a company-wide survey, Nokia also uses other means

to gauge the effectiveness of our Compliance Program,

including short pulse surveys on specific topics for more

frequent feedback on the overall climate in the company as it

relates to Nokia’s essentials of open, fearless, and empowered.

As an example, Nokia’s 2024 mandatory Ethical Business

Training course integrated anonymous questions related to

fear of retaliation, usage of Nokia’s Code of Conduct, reporting

concerns, specific policies and line manager engagement. The

2024 survey showed that 83% of employees report to a line

manager who discusses ethics and compliance with their team.

Below are some of the resources, platforms and methods that

Nokia uses to regularly reinforce its culture of doing business

with integrity:

■Nokia Code of Conduct;

■Line manager internal posts and news articles;

■Social media posts from subject matter topical experts,

Nokia’s Chief Compliance Officer and other senior leaders;

■Internal news articles with topic-related links and resources;

■Awareness campaigns and resources (i.e. speaking up and

anti-retaliation);

■Ombuds program, dedicated resources, and campaigns;

■Dedicated web pages for Compliance Program elements

with related resource documents and contacts;

■Quarterly newsletter;

■Animations, videos, posters, brochures; and

■Annual Integrity Day event: senior leader/GLT participation

and web event, local events around the world, global-level

and local messaging, compliance awards, compliance games.

Reporting channels and investigations process

Nokia offers multiple channels to report compliance concerns,

including reaching out to the Legal, Compliance & Sustainability

team; Ombuds leaders; the People organization; a dedicated

email address; and an Ethics Helpline, which is compliant with

the EU Whistleblower Directive, that offers multiple options to

report concerns, including an online portal and country-specific

options. Nokia has internal and external web pages dedicated

to concern reporting and whistleblowing resources. The internal

reporting web page explains the reporting process and

provides links and information about all the available reporting

options. The Ethics Helpline allows for anonymous reporting

and is open to employees and external stakeholders. Nokia

aims to respond to and investigate all concerns promptly and

establish remediation plans as needed.

In addition to the Nokia Ethics Helpline and/or consulting with

the Legal, Compliance & Sustainability team, the People

organization, or line mangers, Nokia’s Ombuds network is a

critical element of Nokia’s Compliance Program. Ombuds

leaders sit outside of the Legal, Compliance & Sustainability

team, and People organization and serve as confidential,

neutral, supplemental resources for employees to raise

compliance questions, concerns and requests for guidance.

They expand the reach of Nokia’s Compliance Program and

provide another means to report suspected policy and law

violations as well as assist in preventing, detecting, and

addressing wrongdoing. Local Ombuds actively promote the

program ensuring that employees are aware of the multiple

channels available for reporting concerns and encouraging

employees to voice their concerns without fear of retaliation.

At the end of 2024, Nokia had 217 Ombuds leaders around the

world, and 80% of Nokia’s employees worked in locations with

an on-site Ombuds leader. It is important to note that the full

Ombuds network is available to support all employees globally

and is not restricted to employees within their respective

location and/or organization.

The Ethics and Regulatory Compliance Investigations Group is

primarily responsible for managing the intake of all compliance

concerns in the company across multiple channels, as well as

case assignment, investigation, closure, and follow-up with

respect to remediation and discipline. Nokia’s team of

dedicated investigators, which sits centrally within the Ethics

and Regulatory Compliance function, is not attached to any

particular business group or function and reports into Legal

Compliance and Sustainability leadership. The investigator of

any matter is fully independent of the chain of management

of the alleged subject and the individual raising the concern.

In 2024, Nokia's Investigations Group received a total of

923 concerns, of which 384 were integrity concerns and

investigated by the Investigations Group as suspected

violations of Nokia’s Code of Conduct. In 2024, the

Investigations Group closed 397 investigations into alleged

violations of Nokia’s Code of Conduct, of which 165 were

substantiated with cause found after investigation. Nokia

implemented corrective actions including 12 dismissals and

30 written warnings. Beyond individual discipline, detailed root

cause analysis was conducted for substantiated cases, and

unsubstantiated cases as appropriate, to identify, implement

and monitor remedial measures and improvements.

Nokia integrates its investigation process into its corporate

culture by regularly communicating major findings and trends

in a transparent fashion and raising awareness about the

reporting process and the importance of speaking up. Regular

read-outs about investigation statistics, key findings, and

trends are provided to several internal groups, including

regional/business group compliance leaders, who include

investigations findings in the reporting for their respective

jurisdictions and share this information with business leadership

several times per year; Ombuds leaders, who share this type of

information with employees in local awareness sessions; and

senior management as well as the Board of Directors and

external auditors. Global trends and anonymized real cases are

shared with all employees in Nokia’s internal quarterly company-

wide Ethics and Regulatory Compliance newsletter (“Integrity

Matters”), and annual investigation statistics by category as well

as links to anonymized case examples are provided externally.

Each quarter, the Chief Compliance Officer updates the Audit

Committee regarding significant allegations and outcomes of

investigations and once per year reports this information to the

Board and the Group Leadership Team.

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Protecting against retaliation

Nokia has always positioned itself as a company committed to

combating and avoiding all forms of retaliation and maintaining

a culture in which its employees and partners feel comfortable

raising concerns about suspected violations of Nokia’s Code of

Conduct and policies, or applicable laws or regulations. Nokia

will not tolerate any adverse treatment of an employee or

partner (to the extent reasonably within Nokia’s control for a

non-employee) who raises a concern in good faith or provides

evidence in support of such a concern. Any employee who

retaliates or participates in retaliating against another

employee for raising a compliance concern or for assisting

in an investigation will be subject to strict discipline, up to

and including termination of employment.

In a clear, widely-disseminated and readily-accessible manner,

Nokia provides employees with many avenues to report

concerns as well as resource documents and information on

external reporting channels. This includes region- and location-

specific external reporting options. Annual comprehensive

campaigns (consisting of various training initiatives, media and

communications) remind and train employees on reporting

concerns, available resources, and Nokia’s anti-retaliation

policy. Managers are provided additional resources, including a

checklist, for handling concern reporting. A dedicated internal

web page on retaliation provides employees with valuable

resource information and guidance, including employee and

manager anti-retaliation guides.

Training

The Ethics and Regulatory Compliance organization maintains

a three-year strategic approach and roadmap for training.

Nokia’s Ethical Business Training course is updated every year

and required annually for all employees. It was one of the two

mandatory, web-based training courses deployed in the

mandatory 2024 curriculum, with the other module covering

information security. The Ethical Business Training course

included a review and acknowledgment of Nokia’s Code of

Conduct and the related 14 policy areas; a requirement to

declare potential conflicts of interest; and short reviews of key

topics including privacy, conflicts of interest, financial controls,

trade compliance, external communications, and ESG. In 2024,

98% (target 95%) of Nokia’s employees completed the Ethical

Business Training module. New employees are assigned a new-

hire training curriculum that includes the current annual

mandatory training curriculum.

In 2024, Nokia also provided training (online and in-person)

and communications on emerging risks along with important

reminders about roles and responsibilities:

1.  Just-in-time training videos to provide information at the<br><br>time most needed, triggered by specific employee<br><br>requests or actions (e.g., employees who obtain pre-<br><br>approval to travel to a trade show or conference are<br><br>required to take a three-minute training module on fair<br><br>competition).
2.  Risk-specific training and communications on privacy, anti-<br><br>corruption, competition law, site permitting, and Nokia’s<br><br>indirect sales process.
3.  Anti-retaliation awareness messaging and resources to<br><br>heighten awareness of potential retaliatory behaviors and<br><br>available support channels.
4. Two new animations about the Ombuds program.
5.  A new micro-learning to emphasize the importance of<br><br>bystander reporting.

These resources were supplemented by live training sessions

delivered to target audiences on various compliance topics

throughout the year.

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Nokia opportunity: Anti-Corruption and Anti-Bribery Program<br><br>Nokia has a robust Anti-Corruption Program that focuses on identifying and mitigating compliance risks associated with<br><br>third parties and multi-layer transactions as well as geopolitical events that may pose a risk under applicable laws,<br><br>including anti-corruption.
	Nokia’s Global Anti-Corruption Program
		Nokia’s Code of Conduct	Policies supporting the anti-corruption program
		Covers the following topics:<br><br>■Dealing with Government Officials<br><br>■Improper Payments<br><br>■Working with Third Parties<br><br>■Controllership<br><br>■Speaking up (our whistleblowing program)	Various policies are available to all employees on Nokia’s<br><br>intranet site, including the following:<br><br>■Anti-Corruption Policy<br><br>■Conflict of Interest Policy<br><br>■No PO/No Pay Policy<br><br>■Travel Policy<br><br>■Dealing with Government Officials contained in our<br><br>Code of Conduct<br><br>■Controllership contained in our Code of Conduct<br><br>■Working With Third Parties contained in our Code of<br><br>Conduct<br><br>■Improper payments contained in our Code of Conduct<br><br>■Corporate Hospitality and Gift SOP<br><br>■Global Donations, Other Contributions and<br><br>Sponsorships SOP<br><br>■Third-Party Risk Management SOP<br><br>■Prohibition of Facilitation Payments SOP<br><br>■Site Acquisition Permitting and Site Access Fees SOP
		Third party code of conduct
		■Includes Nokia’s expectation relating to anti-<br><br>corruption and bribery
		Training specific to anti-corruption and bribery
		■Included in Nokia’s annual mandatory Ethical Business<br><br>Training required of all employees<br><br>■Focused training on anti-corruption and bribery<br><br>that is assigned to high-risk employee populations,<br><br>such as training for employees involved in projects<br><br>requiring site acquisition and customer-facing<br><br>sales teams.

Nokia also has monitoring processes in place to identify

possible process gaps, including: monitoring our customer

relationship management and deal opportunity tool to ensure

in scope commercial third parties have been screened by

Nokia’s Anti-Corruption Center of Excellence; monitoring

expense reimbursement claims relating to hospitality to third

parties to ensure that the gifts, travel and entertainment (GTE)

pre-approval process was followed; reviewing spend reports to

ensure that any high-risk suppliers have been vetted at the

appropriate due diligence level; conducting risk-based due

diligence on all third parties to identify any red flags or risk

before engaging in business with them, with a three-year re-

screening required; and managing any concerns that are raised

relating to improper payments through Nokia’s whistleblower

system, as described in the ‘Reporting channels and

investigations process’ section.

The groups of employees deemed to be highest risk with

respect to Nokia’s business include: sales and pre-sales

employees, who have customer-facing roles and work to bring

in sales opportunities; employees working with government

officials (including those that seek permits and licenses from

government agencies) as interactions with government officials

bring higher risks; employees involved in site acquisition and

site access permitting when delivering projects as this may

involve interaction and/or payment to government officials;

employees involved with customs clearance and logistics

vendors as this may also involve payment to government

officials; employees involved with tax advisors and related

services as these involve payments and negotiations with

government officials; the Government Affairs team and the

Finance team as it has a key controllership role to ensure that

our books and records are reflected accurately.

Training specific to anti-corruption and bribery is included in

Nokia’s annual, mandatory Ethical Business Training course and

is required of 100% of Nokia employees: all administrative,

management and supervisory bodies. Anti-corruption is

highlighted in this course given the potential high-risk exposure

and is rolled out not only to all employees but also to Nokia’s

Board of Directors. Nokia also has a separate standalone

course that focuses on corruption risk and speak-up channels.

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All suspected breaches in procedures and standards of

anti-corruption and anti-bribery are investigated. When an

investigation concludes that there has been a violation of

Nokia’s policies, including Nokia’s Anti-Corruption and Anti-

Bribery Policy, appropriate disciplinary action is taken. Such

actions may include financial loss, termination, demotion or

role change, a written warning, and/or mandatory training.

Nokia’s Anti-Corruption Center of Excellence has a

comprehensive, multifaceted, risk-based approach to help

identify and mitigate risks to the Company while empowering

Nokia’s business teams to sell Nokia products and services in

responsible fashion around the globe.

Actions

Actions taken to support Nokia’s Compliance Program and

culture:

1.Everyone in the Company is required to review and

acknowledge the Nokia Code of Conduct annually and

disclose any conflicts of interest as part of annual

mandatory compliance training. The topics within the

mandatory training are rotated every year to spread

awareness on high-risk areas, emerging risks, and hot

topics. Anti-corruption is highlighted in this course

because it is a high-risk area, and Nokia also has a

separate standalone course that focuses on corruption

risk and speak-up channels. In addition to annual

mandatory training, Nokia supplements training and

awareness with numerous live and recorded training

sessions delivered to smaller target audiences on various

compliance topics throughout the year.

2.Nokia combats and avoids all forms of retaliation and is

committed to maintaining a culture in which its employees

feel comfortable raising concerns about suspected

violations of the Code of Conduct, and related company

policies or laws and regulations. Nokia will not tolerate any

adverse employment action against an employee who

raises a compliance concern or assists in an investigation

in good faith.

3.Nokia offers multiple channels to report compliance

concerns, including approaching the Legal, Compliance &

Sustainability team, Ombuds leaders, the People

organization, a dedicated email address, and an Ethics

Helpline, which is compliant with the EU Whistleblower

Directive, that offers multiple options to report concerns,

including an online portal and country-specific options.

Nokia has internal and external web pages dedicated to

concern reporting and whistleblowing resources.

4.Nokia’s Anti-Corruption Program focuses on identifying

and mitigating compliance risks associated with third

parties and multi-layer transactions as well as geopolitical

events that may pose a risk under applicable laws,

including anti-corruption. The Anti-Corruption Program

includes various elements, such as training, monitoring,

policies, and processes.

5.All suspected breaches in procedures and standards of

anti-corruption and anti-bribery are investigated. When an

investigation concludes that there has been a violation of

Nokia’s policies, including Nokia’s Anti-Corruption and Anti-

Bribery Policy, appropriate disciplinary action is taken. Such

actions may include financial loss, termination, demotion or

role change, written warnings, and/or mandatory training.

6.The Chief Compliance Officer presents separately and

independently on the status and effectiveness of Nokia’s

Compliance Program to the full Board of Directors at least

once per year, to the Audit Committee at least four times

per year and to the Group Leadership Team at least once

per year and as needed.

7.Nokia gauges employee attitudes, perceptions, and

experiences regarding the compliance culture using survey

results and other collected inputs. These results are shared

with relevant stakeholders and managed through mitigation

plans with an eye toward continuous improvement.

Targets and progress

Nokia establishes targets as one of the vehicles to drive and

measure a robust Compliance Program. Nokia holds its leaders

accountable for driving a strong culture of compliance within

their organizations by promoting a strong culture of

compliance, leading by example, and meeting (with the goal to

exceed) established compliance targets.

Status of 2024 targets:

Ethical Business Training course

Target: Ethical Business Training course completed by

95%

of employees by 31 December 2024

Progress on target: Ethical Business Training course completed

by

98%

of employees as of 31 December 2024.

Training specific to anti-corruption and bribery is included in

the Ethical Business Training course.

Line manager engagement

Target: maintain

85%

favorability of employee/line manager engagement

on ethics and compliance by the year 2030. This target covers

Nokia’s line managers and their direct reports.

Progress on target:

83%

for the year ended 31 December 2024.

Nokia Annual Report on Form 20-F 2024

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Environment

This section covers how we address our own

environmental footprint, including our focus on both

climate and circularity. We strive to minimize our

footprint across scope 1, 2 and 3 by actively and

continually managing that footprint. As the volume of

network traffic rises in a more connected, digitalized

world, we must work to separate this growth in traffic

from any equivalent growth in energy consumption. We

also need to constantly strive to reduce GHG emissions

across our operations and facilities, and work with our

supply chain to help drive greater energy and resource

efficiency through the whole chain. We believe our

technology will play an ever-more significant role in

helping other industries and society decarbonize.

Environmental policies

We have adopted policies to manage climate change, energy

and resource use and circular economy related impacts and

risks. Nokia tries to prevent environmental pollution along

Nokia’s value chain as it is outlined in its Environmental policy

along with its Code of Conduct.

Nokia’s Environmental policy is based on the principles of

the ICC Business Charter for Sustainable Development, while

environmental management and ongoing environmental

performance are governed by the certified ISO 14001

Environmental Management System. This ensures a holistic

and structured approach in managing Nokia’s material

sustainability matters. In 2024, Environmental Management

Systems covered 54% of Nokia’s sites and 90% of employees

(excluding discontinued operations).

Climate

Climate change remains a significant risk to society and the

natural environment. It can negatively impact our supply chain

and our customers’ business, as well as the global economy

and political and social stability.

Climate change has been a major topic for Nokia Group for

more than a decade and as such we have worked consistently

to develop and refine our approach to understanding and

tackling the risks and opportunities that climate change

presents to our business. Equipped with this knowledge, we

have been able to make informed business decisions, set goals

and targets, and focus on critical climate actions over the

years. Our climate goals include increased energy efficiency in

silicon, software and systems, providing the networks and

operational skills to scale smart energy solutions. We also

intend to accelerate our efforts in energy efficiency in 5G-

Advanced and 6G through early engagement in standardization

and ecosystem development. Sustainability topics including

climate are integral to our Technology Vision and Strategy

2030 and are reflected in how we operate and the business

decisions we take. Research in Nokia Bell Labs also contributes

toward these goals.

Net-zero pathway and actions related to climate

change policies

In 2023, Nokia investigated how to accelerate its net-zero

ambition and defined the related transition plan and levers.

Following this assessment, Nokia announced that it is

committed to reducing its total global greenhouse gas

emissions (GHG) to net-zero across the value chain by 2040,

accelerating its previous target by ten years, and putting it

ahead of the Paris Agreement target of net-zero by 2050.

Nokia has defined a net-zero pathway that will help it reduce

emissions across its value chain. Nokia’s GHG emissions and the

estimated decarbonization levers to achieve our 2030 and 2040

targets fall into three main categories. These categories are:

■Own operations including energy use in facilities and by

fleet which contribute to scope 1 and 2 emissions;

■Upstream activities including purchased goods and services,

capital goods, logistics and business travel which contribute

to scope 3 emissions category 1, 2, 4 and 6; and

■Downstream activities including use phase of our products

and solutions which contribute to scope 3 emissions

category 11.

Additionally, electricity grid decarbonization has significant

impact on reduction of our GHG emissions. The net-zero

pathway also requires governance, monitoring and reporting

actions. The net-zero target was approved by SBTi in

January 2025.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

The main decarbonization levers and examples of key actions planned in the net-zero pathway are described and illustrated below. The actions described below reflect our current plans of potential

actions to be taken in the future and are, therefore, forward-looking statements.

	2025	2030	2040
Decarbonization levers	Targets:<br><br>RE100 (scope 2 facilities)<br><br>80% reduction scope 1-2	Targets:<br><br>90% reduction scope 1-2<br><br>SBT: 50% reduction scope 1-2-3	Targets:<br><br>SBT Net-Zero by 2040 (scope 1-2-3)
Own operations: Facilities and fleet<br><br>(scope 1-2)	100% renewable electricity (RE100)	100% electrification of car fleet	Neutralize residual emissions
Upstream: Embodied<br><br>(scope 3, cat 1 and 2)	Engage key suppliers to plan and track decarbonization,<br><br>circular products & services	100% decarbonization for final assembly suppliers,<br><br>50% for other key suppliers	Circular and low carbon materials product design
Upstream: Logistics and business air travel<br><br>(scope 3, cat 4 and 6)	Optimizing transportation modes to minimize emissions	Bio-fuel blend agreements for logistics	Significant reduction in air freight emissions
Downstream: Product use phase<br><br>(scope 3, cat 11)	Engage with customers to ensure wide uptake of<br><br>renewables	Development of the product portfolio for energy<br><br>efficiency gains	Develop decarbonized site energy solutions. Secure<br><br>investments in long-term research and disruption
Electricity grid<br><br>(scope 3, cat 1 and 11)	Climate dialogue with stakeholders	Value chain dialogue and customer specific factors.<br><br>Grid decarbonization leading to GHG emission<br><br>reductions(1)	Grid decarbonization leading to further GHG<br><br>emission reductions(2)
Governance, monitoring and reporting	Continuous reporting process development including<br><br>further digitalization of the emissions data	Enter carbon market to purchase removals	Neutralize residual emissions

(1)Assumption: Grid decarbonization leading to 48% smaller emission factor compared to base year 2019 based on IEA WEO2023 – Announced Pledges Scenario.

(2)Assumption: Grid decarbonization leading to 82% smaller emission factor compared to base year 2019 based on IEA WEO2023 – Announced Pledges Scenario.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

■Own operations – Facilities and fleet (scope 1 and 2):

Nokia aims for complete decarbonization in our facilities

and car fleet. Nokia is committed to using 100% renewable

electricity in its own facilities by 2025. With our car fleet, we

aim to reach the target for our own operations' emissions

by continuing to introduce low-emission vehicles and

transitioning to 100% electric vehicles by 2030.

■Upstream – Embodied (scope 3, categories 1 and 2):

Nokia will focus on reducing the embodied emissions of its

products, for example by offering circular products, adding

recycled material content into new products and designing

products that use less material while having increased

throughput capacity and functionality. Nokia works with

suppliers on their journey to decarbonizing their operations.

■Upstream – Logistics and business air travel (scope 3,

categories 4 and 6): Nokia’s action plans that will require

further work include optimizing transportation modes and

route planning, use of decarbonized fuels in logistics and

reducing air freight.

■Downstream – Product use phase (scope 3, category 11):

With 95% of emissions resulting from products in use

in our customers’ networks, our greatest efforts remain

concentrated on product design and innovation to reduce

the power consumption and improve energy efficiency of

our products across Nokia’s portfolio.

■Electricity grid (scope 3, categories 1 and 11): Nokia is

engaging with stakeholders to push for grid decarbonization

and provides digitalization solutions to support renewables

generation and grid transformation in the energy sector.

Nokia also works with its value chain on their journey to

transitioning to renewable energy sources as countries

decarbonize their electricity grids.

■Governance, monitoring and reporting – Carbon removals:

Credible, permanent carbon removals and storage are

expected to be required to neutralize residual emissions to

reach net-zero. Nokia has been examining credible solutions

for carbon removals to support long-term net-zero targets.

Progress and actions taken in 2024

We have set short-, medium- and long-term climate targets in

key areas. Short- and medium-term targets are put in place to

track and show a pathway to the long-term goal. We track,

measure and report transparently on these targets.

Nokia has set the net-zero target of 2040 to cover scope 1, 2

and 3 GHG emission categories. Those targets are for all Nokia

business groups, covering various business activities like R&D,

logistics, operations and suppliers. Our climate targets do not

have any geographical exclusions.

The GHG emissions targets have been set to measure and track

its progress against the net-zero target. The measured scope

1, 2 and scope 3 categories GHG emissions align with the key

actions taken and planned.

The consistency and completeness of the near-term (2030)

and long-term (2040) net-zero targets with our GHG inventory

boundaries is ensured by meeting the SBTi requirements and

having the targets validated by SBTi. The baseline will be

updated when any changes in business, such as mergers and

acquisitions, and improvements in the data coverage and

calculation take place. This is done according to thresholds

set by the SBTi and aligned with Nokia financial reporting

consolidation principles.

Net-zero target

Net-zero target was approved by SBTi in January 2025. This

includes Nokia’s commitment to reach net-zero GHG emissions

across the value chain by 2040.

The long-term target is to reduce absolute scope 1, 2 and

scope 3 GHG emissions 90% by 2040 from a 2019 base year.

The scope 3 includes the following significant categories to

Nokia: category 1 – purchased goods and services, category 2 –

capital goods, category 4 – upstream transportation and

distribution, category 6 – business travel and category 11 –

use of sold products.

The net-zero target includes also near-term target to reduce

scope 1, 2 and scope 3 categories 1, 2, 4, 6 and 11 GHG

emissions 50% by 2030 from a 2019 base year.

Total market-based GHG emissions were 26 011 608 tCO2eq

(excluding Submarine Networks) in 2024. Total GHG emissions

reduced by 28% compared to 2023 and 36% compared to the

base year 2019. The progress is currently on track. Future

business and market conditions might affect progress towards

achieving net-zero.

Additionally, Nokia has set the following interim and sub-

targets (2025 targets):

■GHG emission reduction of 80% from scope 1 and scope 2

market-based emissions by 2025 from a 2019 base year;

■GHG emissions reduction of 90% from scope 1 and scope 2

market-based emissions by 2030 from a 2019 base year;

■Our final assembly suppliers reach zero emissions by 2030

from a 2019 base year;

■Our suppliers (category 1) reduce GHG emissions by 50% by

2030 from a 2019 base year; and

■Our logistics’ GHG emissions reduced by 73% by 2030 from

a 2019 base year.

Own operations (scope 1 and 2)

GHG emissions from our own operations (market-based, scope

1 and 2) were 90 498 tCO2eq (excluding Submarine Networks)

which account for 0.4% of Nokia’s total carbon emissions.

Nokia continued to increase the share of total renewable

electricity to reduce scope 2 market-based GHG emissions.

Scope 1 and 2 emissions reduced by 27% compared to 2023

and 76% compared to the base year 2019.

Nokia is a member of the RE100 initiative aligned with its global

ambition to use 100% renewable electricity across our facilities

by 2025. In 2024, 87% renewable electricity was used.

Nokia Annual Report on Form 20-F 2024

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Operating and financial review continued

Upstream: Embodied emissions (scope 3, cat 1 and 2)

Nokia works closely with suppliers as part of its Climate

program which includes improving supplier maturity around

emissions measurement, target setting, roadmaps and good

practices. For final assembly suppliers Nokia is tracking their

roadmap execution at business review meetings throughout

the year as they have the target to reach zero emissions

by 2030 for their scopes 1 and 2. Nokia is having regular

engagements with its 600 larger suppliers, organized around

the CDP Climate program cycle. In addition, close collaboration

is pursued with Nokia’s Joint Design Manufacturing suppliers

as well as supplier categories with high emission intensity.

In 2024, 408 of Nokia’s key suppliers responded to CDP’s

request to disclose their climate performance information,

while 257 also provided emission reduction targets.

Gradual reduction of Nokia’s scope 3 category 1 emissions

have been observed. In 2024, final assembly supplier emissions

were reduced by further 15% compared to 2023 and by 56%

from the baseline year 2019. The total supplier emissions

(category 1) were reduced by 28% compared to 2023 and 77%

compared to the base year 2019.

Downstream: Product use phase

Many of Nokia’s customers are interested in reducing their

power consumption and their emissions, and Nokia considers

energy efficiency to be one of the key factors in product

competitiveness. We also have customers who are interested

in examining new business opportunities that spring from

decarbonization. These developments create new business

opportunities for us as a company and we are releasing and

delivering new innovations that cater for that demand.

One of the key actions required for reducing GHG emissions

during the product use phase is product energy efficiency

improvements in product development. Key actions taken in

2024 include:

■Nokia continued to improve the energy efficiency of its

products through incremental as well as generational

hardware improvements;

■New energy efficiency software features have been released

such as Extreme Deep Sleep mode which can help operators

reduce energy consumption in zero-traffic conditions and

MantaRay Anomaly detection which can identify specific

radio sites to optimize energy consumption as well as

Wavence Sleep modes which can lower the power

consumption of the microwave radios; and

■New innovations like the virtual power plant can enable

operators to use their existing back-up batteries and

contribute to power reserve markets and the grid.

GHG emissions from scope 3 category 11 use of sold products

decreased by 28% and 30% compared to the base year 2019.

Reduction from 2023 to 2024 was due to lower sales volumes,

power consumption reduction and product mix which was

offset by a 1% increase in emissions due to global emission

factor which reflects the decarbonization development of

global electricity grid.

Circularity

We aim to be a driver of circular practices in our industry.

We focus on opportunities to promote hardware circularity

by managing the sourcing and reuse of key source materials.

We build on our existing waste processes and circular products

and services offering, proactively increasing the takeback of

products from customer modernization projects and end-of-

life equipment and increasing the availability and sales of

refurbished products.

We also look to increase the use of recycled materials in our

products, augmenting the inclusion of recycled plastics, steel,

copper and aluminum in our product design.

Nokia has set a target to reach 95% waste circularity rate by

2030. The purpose is to improve waste management practices

by maximizing waste utilization and minimizing disposal.

Circularity rate includes waste from Nokia’s offices, labs,

manufacturing, site installation, product takeback and final

assembly suppliers. Annual waste circularity outcome for 2024

was 81%. Nokia has recognized areas where high circularity rate

has already been achieved and also areas requiring further

action. There are still data gaps to be closed as described in the

reporting principles.

Nokia Annual Report on Form 20-F 2024

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Shares and shareholders

Shares and shareholders

Share details

Shares and share capital

Nokia has one class of shares. Each Nokia share entitles the holder to one vote at general

meetings of Nokia.

At 31 December 2024, the share capital of Nokia Corporation equaled EUR 245 896 461.96 and

the total number of shares issued was 5 605 850 345. At 31 December 2024, the total number

of shares included 232 700 997 shares owned by Group companies representing approximately

4.2% of the total number of shares and the total voting rights.

In November 2024, under the authorization granted to the Board of Directors by the Annual

General Meeting 2024, the Board of Directors resolved on a directed issuance of a maximum

number of 28 651 000 shares held by the Company as a result of the issue of new shares in

October 2023, to settle the Company’s commitments under the equity-based incentive plans

and the employee share purchase plan in respect of shares to be delivered during the year 2025.

The shares were issued without consideration.

In November 2024, under the authorization granted to the Board of Directors by the Annual

General Meeting 2024, the Board of Directors resolved on an issuance of 150 000 000 new

shares without consideration to itself and resolved on a subsequent directed issuance

of a maximum number of 150 000 000 shares held by the Company as a result of the

aforementioned issuance, to settle its commitments under the merger agreement related to

the Infinera acquisition in respect of shares to be delivered to eligible stockholders of Infinera.

To the extent that the shares are not needed to settle Nokia’s obligations related to the

completion of the acquisition, the Board of Directors resolved on a directed share issuance of

the aforementioned shares without consideration to participants of Nokia's and Infinera's equity

programs the latter of which was assumed by Nokia upon the completion of the acquisition.

During 2024, the Parent Company transferred a total of 24 380 761 treasury shares without

consideration to employees, including certain members of the Group Leadership Team, as

settlement under Parent Company equity-based incentive plans and the employee share

purchase plan in accordance with the rules of the plans. The transfers were based on the

resolution of the Board of Directors in October 2023 to issue shares held by the Company to

settle its commitments to participants of the plan.

Information on the authorizations held by the Board of Directors in 2024 to issue shares and

special rights entitling to shares, to transfer shares and repurchase own shares, as well as

information on related party transactions, the shareholders and share-based incentives is

available in this section “Shares and shareholders” and additionally in Notes 3.2. Remuneration

of key management, 3.3. Share-based payments, 5.1. Equity and 6.4. Related party transactions

in the consolidated financial statements.

In December 2024, the Board of Directors decided to cancel 157 646 220 Nokia shares held

by the Company and repurchased under the share buyback program initiated in March 2024.

The buyback program was accelerated in July 2024 and completed in November 2024.

The cancellation did not affect the Company’s share capital nor total equity.

The Board of Directors held at 31 December 2024 a total of 1 056 085 shares and ADSs in

Nokia, which represented approximately 0.02% of our total shares and voting rights excluding

shares held by the Nokia Group. The President and CEO owned at 31 December 2024 a total of

1 573 826 shares.

There were no public takeover offers by third parties for Nokia’s shares or by Nokia for other

companies’ shares during the 2024 and 2023 fiscal years.

Nokia does not have minimum or maximum share capital or a par value of a share.

31 December	2024	2023	2022	2021	2020
Share capital, EURm	246	246	246	246	246
Shares, (000s)	5 605 850	5 613 497	5 632 298	5 675 461	5 653 886
Shares held by the Group, (000s)	232 701	87 896	45 282	40 468	36 390
Number of shares excluding<br><br>shares held by the Group, (000s)	5 373 149	5 525 601	5 587 016	5 634 993	5 617 496
Average number of shares<br><br>excluding shares held by the<br><br>Group during the year
Basic, (000s)(1)	5 475 817	5 549 468	5 614 182	5 630 025	5 612 418
Diluted, (000s)(1)	5 530 603	5 585 923	5 670 020	5 684 235	5 612 418
Number of registered<br><br>shareholders(2)	224 196	247 893	238 359	233 844	246 886

(1)Used in calculation of earnings per share attributable to equity holders of the parent.

(2)Each account operator is included in the figure as only one registered shareholder.

Nokia Annual Report on Form 20-F 2024

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Shares and shareholders continued

Key ratios

For the year ended 31 December	2023	2022	2021	2020
Earnings per share, basic,
Continuing operations(1)	0.11	0.75	N/A	N/A
Discontinued operations(1)	0.01	0.01	N/A	N/A
Profit for the year	0.12	0.76	0.29	(0.45)
Earnings per share, diluted,
Continuing operations(1)	0.11	0.74	N/A	N/A
Discontinued operations(1)	0.01	0.01	N/A	N/A
Profit for the year	0.12	0.75	0.29	(0.45)
Proposed dividend per share, (2)	0.13	0.12	0.08	0.00
Dividend payout ratio(3)	118.2%	16.0%	N/A	N/A
Total dividends, m(4)	730	676	449	—
31 December	2023	2022	2021	2020
Shareholders’ equity per share,	3.72	3.82	3.08	2.22
Share price, (5)	3.05	4.33	5.57	3.15
Price-to-earnings ratio(3)	27.73	5.77	N/A	N/A
Dividend yield(1)	4.26%	2.77%	1.44%	—
Market capitalization, m	16 853	24 192	31 409	17 701

All values are in Euros.

(1)In June 2024, Nokia classified its Submarine Networks business as a discontinued operation. The comparative amounts for 2023

and 2022 have been recast accordingly, however, due to undue cost and effort required to recast historical accounting records the

comparative amounts for 2021 and 2020 have not been recast.

(2)The Board of Directors proposes to the Annual General Meeting to be authorized to decide in its discretion on the distribution of

an aggregate maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from the reserve for

invested unrestricted equity.

(3)Calculated based on the basic earnings per share from continuing operations.

(4)In 2024, total dividends is calculated based on the proposed Annual General Meeting authorization to the Board of a maximum

distribution of EUR 0.14 per share for the financial year 2024, and the total number of shares on the date of issuing the financial

statements for 2024. On the date of issuing the financial statements for 2024 the total number of Nokia shares is 5 605 850 345.

Comparative amounts represent the actual total distribution to equity holders of the parent for the financial year presented.

(5)Closing Nokia share price at year end on Nasdaq Helsinki.

Share turnover

For the year ended 31 December	2024	2023	2022	2021	2020
Number of shares traded during the<br><br>year (000s)(1)	7 175 750	7 754 279	10 294 615	16 560 334	13 903 762
Average number of shares excluding<br><br>shares held by the Group during the year<br><br>(000s)	5 475 817	5 549 468	5 614 182	5 630 025	5 612 418
Share turnover %	131	140	183	294	248

(1)Source: Nasdaq Helsinki, the NYSE composite tape and Euronext Paris.

The principal trading markets for the shares are Nasdaq Helsinki and Euronext Paris, in the form

of shares, and the NYSE, in the form of ADSs.

Share price development

Nasdaq Helsinki

EUR	High	Low	Value
2024 Full year High/Low	4.58	3.00
2024 Full year Average (Volume-weighted)			3.64
Year-end value 31 December 2024			4.27
Year-end value 31 December 2023			3.05
Change from 31 December 2023 to 31 December 2024			40.0%

New York Stock Exchange

USD	High	Low	Value
2024 Full year High/Low	4.95	3.29
2024 Full year Average (Volume-weighted)			3.99
Year-end value 31 December 2024			4.43
Year-end value 31 December 2023			3.42
Change from 31 December 2023 to 31 December 2024			29.5%

Euronext Paris

EUR	High	Low	Value
2024 Full year High/Low	4.57	3.01
2024 Full year Average (Volume-weighted)			3.68
Year-end value 31 December 2024			4.26
Year-end value 31 December 2023			3.06
Change from 31 December 2023 to 31 December 2024			39.2%

Nokia Annual Report on Form 20-F 2024

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Shares and shareholders continued

Stock option exercises

Since 2019, Nokia has not administered any global stock option plans.

Dividend and share buybacks

The dividend to shareholders is Nokia’s principal method of distributing earnings to

shareholders. The dividend policy was updated at the Capital Markets Day in March 2021

to read as follows: “We target recurring, stable and over time growing ordinary dividend

payments, taking into account the previous year’s earnings as well as the company’s financial

position and business outlook”.

The Board of Directors proposes to the Annual General Meeting 2025 that based on the

balance sheet to be adopted for the financial year ended on 31 December 2024, no dividend

is distributed by a resolution of the Annual General Meeting. Instead, the Board of Directors

proposes to be authorized to resolve in its discretion on the distribution of an aggregate

maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from

the reserve for invested unrestricted equity. The authorization would be used to distribute

dividend and/or assets from the reserve for invested unrestricted equity in four installments

during the authorization period, in connection with the quarterly results, unless the Board

of Directors decides otherwise for a justified reason. The proposed total authorization for

distribution of dividend and/or assets from the reserve for invested unrestricted equity is

in line with the Company’s dividend policy. The authorization would be valid until the opening

of the next Annual General Meeting. The Board would make separate resolutions on the

amount and timing of each distribution of dividend and/or assets from the reserve for

invested unrestricted equity.

In the first quarter of 2024, under the authorization granted to the Board of Directors by the

Annual General Meeting 2023, Nokia announced a share buyback program to repurchase shares

to return up to EUR 600 million of cash to shareholders in tranches over a period of two years.

The program was launched in March 2024 and it was accelerated in July by increasing the

number of shares to be repurchased during the year 2024. The whole EUR 600 million program

was completed in November 2024 and the repurchased shares were cancelled in December 2024.

In November 2024, under the authorization granted to the Board of Directors by the Annual

General Meeting 2024, Nokia launched a share buyback program to offset the dilutive effect

of the acquisition of Infinera announced in June 2024. The program targets to repurchase

150 million shares for an aggregate purchase price not exceeding EUR 900 million. The

repurchases commenced in November 2024 and will end latest by 31 December 2025.

We distribute distributable funds, if any, within the limits set by the Finnish Companies Act as

defined below. We make and calculate the distribution, if any, in the form of cash dividends,

assets from the reserve for invested unrestricted equity, share buybacks, or in some other form,

or a combination of these. There is no specific formula by which the amount of a distribution

is determined, although some limits set by law are discussed below. The timing and amount

of future distributions of retained earnings and/or assets from the reserve for invested

unrestricted equity, if any, will depend on our future results and financial conditions.

Under the Finnish Companies Act, we may distribute retained earnings and/or assets from the

reserve for invested unrestricted equity on our shares only upon a shareholders’ resolution

and in the amount proposed by the Board, subject to limited exceptions. The amount of any

distribution is limited to the amount of distributable earnings of the Parent Company pursuant

to the last audited financial statements approved by our shareholders, taking into account the

material changes in the financial situation of the Parent Company after the end of the last

financial period and a statutory requirement that the distribution of earnings must not result

in insolvency of the Parent Company. Subject to exceptions relating to the right of minority

shareholders to request a certain minimum distribution, the distribution may not exceed the

amount proposed by the Board of Directors.

Purchases of equity securities by the Company and affiliated purchasers

The table below presents additional information on the purchases of treasury shares in 2024:

Period	Total number of shares<br><br>purchased	Average price paid per<br><br>share, EUR	Total number of shares<br><br>purchased as part of<br><br>publicly announced<br><br>plans or programs	Maximum value of<br><br>shares that may yet be<br><br>purchased under the<br><br>plans or programs, EUR
January(1)	0	—	0	300 000 000
February	—	—	—	300 000 000
March	3 290 248	3.27	3 290 248	289 225 892
April	10 016 054	3.27	10 016 054	256 430 168
May	7 912 962	3.53	7 912 962	228 473 123
June	8 288 039	3.51	8 288 039	199 343 182
July(2)	30 031 651	3.49	30 031 651	394 543 699
August	24 756 945	3.55	24 756 945	306 682 042
September	—	—	—	306 682 042
October	43 187 891	4.15	43 187 891	127 285 596
November(3)	34 522 895	4.19	34 522 895	882 584 913
December	14 825 581	4.18	14 825 581	820 640 546
Total	176 832 266	3.84	176 832 266

(1) On 25 January 2024, Nokia announced that its Board of Directors is initiating a share buyback program to return up to EUR 600

million of cash to shareholders in tranches over a period of two years pursuant to an authorization from the Annual General Meeting

2023. The first phase of the share buyback program started on 20 March 2024.

(2) On 19 July 2024, the Board of Directors decided to accelerate the timeframe for the share buyback program to complete the whole

EUR 600 million program by the end of 2024. The repurchases under this program ended on 21 November 2024.

(3) On 22 November 2024, Nokia announced that its Board of Directors is initiating a share buyback program to offset dilutive effect of

acquisition of Infinera pursuant to an authorization from the Annual General Meeting 2024. The program targets to repurchase

150 million shares for an aggregate price not exceeding EUR 900 million. The repurchases started on 25 November 2024.

Nokia Annual Report on Form 20-F 2024

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Shares and shareholders continued

Shareholders

At 31 December 2024, shareholders registered in Finland represented approximately 26% and

shareholders registered in the name of a nominee represented approximately 74% of the total

number of shares of Nokia Corporation. The number of directly registered shareholders was

224 196 at 31 December 2024. Each account operator (12) is included in this figure as only one

registered shareholder.

Largest shareholders registered in Finland at 31 December 2024(1)

Shareholder	Total number<br><br>of shares 000s	% of all shares	% of all voting<br><br>rights
Solidium Oy	325 000	5.80%	5.80%
Keskinäinen Työeläkevakuutusyhtiö Varma	78 266	1.40%	1.40%
Keskinäinen Eläkevakuutusyhtiö Ilmarinen	74 685	1.33%	1.33%
Keskinäinen Työeläkevakuutusyhtiö Elo	39 185	0.70%	0.70%
Valtion Eläkerahasto	32 000	0.57%	0.57%
Oy Lival Ab	17 490	0.31%	0.31%
Svenska Kulturfonden	14 618	0.26%	0.26%
Nordea Pro Finland Fund	11 378	0.20%	0.20%
Sijoitusrahasto Seligson & Co	10 482	0.19%	0.19%
Evli Finland Select Fund	9 300	0.17%	0.17%

(1)Excluding nominee-registered shares and shares owned by Nokia Corporation. Nokia Corporation owned 219 494 558 shares at

31 December 2024.

Breakdown of share ownership at 31 December 2024(1)

By number of shares owned	Number of<br><br>shareholders	% of<br><br>shareholders	Total number<br><br>of shares	% of all shares
1–100	61 483	27.42%	2 896 001	0.05%
101–1 000	101 802	45.41%	44 653 197	0.80%
1 001–10 000	53 865	24.03%	167 776 088	2.99%
10 001–100 000	6 619	2.95%	162 084 771	2.89%
100 001–500 000	333	0.15%	65 397 980	1.17%
500 001–1 000 000	30	0.01%	20 990 753	0.38%
1 000 001–5 000 000	40	0.02%	99 952 980	1.78%
Over 5 000 000	24	0.01%	5 042 098 575	89.94%
Total	224 196	100.00%	5 605 850 345	100.00%

(1)The breakdown covers only shareholders registered in Finland, and each account operator (12) is included in the number of

shareholders as only one registered shareholder. As a result, the breakdown is not illustrative of the entire shareholder base

of Nokia.

By nationality	% of shares
Non-Finnish shareholders	74.44%
Finnish shareholders	25.56%
Total	100.00%		By shareholder category (Finnish shareholders)	% of shares
---	---
Corporations	5.49%
Households	6.74%
Financial and insurance institutions	2.20%
Non-profit organizations	1.08%
Governmental bodies (incl. pension insurance companies)	10.05%
Total	25.56%

At 31 December 2024, a total of 673 112 179 ADSs (equivalent to the same number of shares

or approximately 12% of the total shares) were outstanding and held of record by 89 183

registered holders in the United States. We are aware that many ADSs are held of record by

brokers and other nominees, and accordingly the above number of holders is not necessarily

representative of the actual number of persons who are beneficial holders of ADSs or the

number of ADSs beneficially held by such persons. Based on information available from

Broadridge Financial Solutions, Inc., the number of beneficial owners of ADSs at 31 December

2024 was 660 948.

Based on the most recent information available to us dated 2 February 2024, at 31 December

2023, BlackRock, Inc. beneficially owned 372 591 440 Nokia shares, which at that time

corresponded to approximately 6.6% of the total number of shares and voting rights of Nokia.

To the best of our knowledge, Nokia is not directly or indirectly owned or controlled by any other

corporation or any government, and there are no arrangements that may result in a change of

control of Nokia.

Shares owned by the members of the Board and the Group Leadership Team

At 31 December 2024, the members of our Board and the Group Leadership Team held a total

of 4 782 625 shares and ADSs in Nokia, which represented approximately 0.09% of our shares

and total voting rights excluding shares held by the Nokia Group.

Offer and listing details

Our capital consists of shares traded on Nasdaq Helsinki under the symbol “NOKIA” and Euronext

Paris under the symbol “NOKIA”. Our ADSs, each representing one of our shares, are traded on

the NYSE under the symbol “NOK”. The ADSs are evidenced by American Depositary Receipts

(ADRs) issued by Citibank, N.A.

Nokia Annual Report on Form 20-F 2024

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Articles of Association

Articles of Association

Articles of Association

Amendment of our Articles of Association requires a resolution

of the general meeting of shareholders, supported by two-

thirds of the votes cast and two-thirds of the shares

represented at the meeting.

Registration

Nokia Corporation is organized under the laws of the Republic

of Finland and registered in the Finnish Trade Register

under business identity code 0112038-9. Under its current

Articles of Association, Nokia’s object is to research, develop,

manufacture, market, sell and deliver products, software and

services related to, among others, communication and

enterprise networks. The company may also create, acquire

and license intellectual property as well as engage in other

industrial and commercial operations, including securities

trading and other investment activities. The company may

carry on its business operations directly, through subsidiary

companies, affiliate companies and joint ventures.

Directors’ voting powers

Under Finnish law, resolutions of the Board shall be made

by a majority vote. A director shall refrain from taking any part

in the consideration of an agreement between the director

and the company or a third party, or any other issue that may

provide any material benefit to him or her and which may be

contradictory to the interests of the company. Under Finnish

law, there is no age limit requirement for directors, and there

are no requirements under Finnish law that a director must

own a minimum number of shares in order to qualify to act

as a director. However, in accordance with the current

Company policy, approximately 40% of the annual fee payable

to the Board members is paid in Nokia shares purchased from

the market or alternatively by using treasury shares held by

Nokia, and the directors shall retain until the end of their

directorship such number of shares that corresponds to the

number of shares they have received as Board remuneration

during their first three years of service (the net amount

received after deducting those shares used for offsetting any

costs relating to the acquisition of the shares, including taxes).

Share rights, preferences and restrictions

Each share confers the right to one vote at general meetings.

According to Finnish law, a company generally must hold an

Annual General Meeting called by the Board within six months

from the end of the financial year. Additionally, the Board is

obliged to call an Extraordinary General Meeting whenever such

meeting is deemed necessary, or at the request of the auditor

or shareholders representing a minimum of one-tenth of all

outstanding shares. Under our Articles of Association, the

Board is elected at least annually at the Annual General Meeting

of shareholders for a term until the close of the next

Annual General Meeting.

Under Finnish law, shareholders may attend and vote at

general meetings in person or by proxy. It is not customary

in Finland for a company to issue forms of proxy to its

shareholders. Accordingly, Nokia does not do so. However,

registered holders and beneficial owners of ADSs are issued

forms of proxy by the Depositary.

To attend and vote at a general meeting, a shareholder must

be registered in the register of shareholders in the Finnish

book-entry system on or prior to the record date set forth

in the notice of the general meeting. A registered holder

or a beneficial owner of the ADSs, like other beneficial owners

whose shares are registered in the Company’s register

of shareholders in the name of a nominee, may vote with

their shares provided that they arrange to have their name

entered in the temporary register of shareholders for the

general meeting.

The record date is the eighth business day preceding the

meeting. To be entered in the temporary register of

shareholders for the general meeting, a holder of ADSs must

provide the Depositary, or have their broker or other custodian

provide the Depositary, on or before the voting deadline, as

defined in the proxy material issued by the Depositary, a proxy

with the following information: the name, address, and social

security number or another corresponding personal

identification number of the holder of the ADSs,

the number of shares to be voted by the holder of the ADSs

and the voting instructions. The register of shareholders as

of the record date of each general meeting is public until the

end of the respective meeting. Other nominee-registered

shareholders can attend and vote at general meetings by

instructing their broker or other custodian to register the

shareholder in Nokia’s temporary register of shareholders

and give the voting instructions in accordance with the broker’s

or custodian’s instructions.

By completing and returning the form of proxy provided by

the Depositary, a holder of ADSs also authorizes the Depositary

to give notice to us, required by our Articles of Association,

of the holder’s intention to attend the general meeting.

The rights of shareholders are related to the shares as

set forth in the Finnish Companies Act and our Articles of

Association. Neither Finnish law nor our Articles of Association

set limitations on the rights to own Nokia securities, including

the rights of foreign shareholders to hold or exercise voting

rights in the said securities. Amendment of the Articles of

Association requires a decision of the general meeting of

shareholders, supported by two-thirds of the votes cast

and two-thirds of the shares represented at the meeting.

Each of our shares confers equal rights to share in the

distribution of the Company’s funds. Under Finnish law,

dividend entitlement lapses after three years if a dividend

remains unclaimed for that period, in which case the

unclaimed dividend will be recognized as income by Nokia.

Nokia Annual Report on Form 20-F 2024

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Articles of Association continued

Disclosure obligation of shareholder

ownership or voting power

According to the Finnish Securities Market Act, a shareholder

shall disclose their ownership or voting power to the company

and the Finnish Financial Supervisory Authority when the

ownership or voting power reaches, exceeds or falls below 5,

10, 15, 20, 25, 30, 50 or 90% of all the shares or the voting

rights. The term “ownership” includes ownership by the

shareholder, as well as selected related parties calculated in

accordance with the Finnish Securities Market Act, and

calculating the ownership or voting power covers agreements

or other arrangements, which when concluded would cause the

proportion of voting rights or number of shares to reach,

exceed or fall below the aforementioned limits. Upon receiving

such notice, the company shall disclose it by a stock exchange

release without undue delay.

Purchase obligation

Our Articles of Association require a shareholder whose holding

equals or exceeds one-third or one-half of all of our shares to

purchase the shares of all other shareholders that so request.

A shareholder who becomes subject to the purchase obligation

is also obligated to purchase any subscription rights, stock

options or convertible bonds issued by the company if so

requested by the holder. The purchase price of the shares

under our Articles of Association is the higher of: (a) the

weighted average trading price of the shares on Nasdaq

Helsinki during the ten business days prior to the day on which

we have been notified by the purchaser that its holding has

reached or exceeded the threshold referred to above or, in the

absence of such notification or its failure to arrive within the

specified period, the day on which our Board otherwise

becomes aware of this; or (b) the average price, weighted by

the number of shares, which the purchaser has paid for the

shares it has acquired during the last 12 months preceding the

date referred to in (a).

Under the Finnish Securities Market Act, a shareholder whose

voting power exceeds 30% or 50% of the total voting rights

in a company shall, within one month, offer to purchase the

remaining shares of the company, as well as any other rights

entitling to the shares issued by the company, such as

subscription rights, convertible bonds or stock options issued

by the company. The purchase price shall be the market price

of the securities in question. Subject to certain exceptions,

the market price is determined on the basis of the highest

price paid for the security during the preceding six months

by the shareholder or any party in close connection to the

shareholder. Subject to certain exceptions, if the shareholder

or any related party has not during the six months preceding

the offer acquired any securities that are the target for the

offer, the market price is determined based on the average

of the prices paid for the security in public trading during the

preceding three months weighted by the volume of trade.

Under the Finnish Companies Act, a shareholder whose holding

exceeds nine-tenths of the total number of shares or voting

rights in a company has both the right and, upon a request

from the minority shareholders, the obligation to purchase all

the shares of the minority shareholders for the then current

market price. The market price is determined, among other

things, on the basis of the recent market price of the shares.

The purchase procedure under the Finnish Companies Act

differs, and the purchase price may differ, from the purchase

procedure and price under the Finnish Securities Market Act, as

discussed above. However, if the threshold of nine-tenths has

been exceeded through either a mandatory or a voluntary

public offer pursuant to the Finnish Securities Market Act, the

market price under the Finnish Companies Act is deemed to be

the price offered in the public offer, unless there are specific

reasons to deviate from it.

Pre-emptive rights

In connection with any offering of shares, the existing

shareholders have a pre-emptive right to subscribe for

shares offered in proportion to the amount of shares in

their possession. However, a general meeting of shareholders

may vote, by a majority of two-thirds of the votes cast and

two-thirds of the shares represented at the meeting, to waive

this pre-emptive right provided that, from the company’s

perspective, weighty financial grounds exist.

Monitoring of Foreign Corporate

Acquisitions

Under the Finnish Act on the Monitoring of Foreign Corporate

Acquisitions (2012/172 as amended), a notification to the

Ministry of Economic Affairs and Employment is required for a

non-resident of Finland, directly or indirectly, when acquiring

one-tenth or more of the voting power or corresponding

factual influence in a company. The Ministry of Economic Affairs

and Employment has to confirm the acquisition unless the

acquisition would jeopardize important national interests, in

which case the matter is referred to the Council of State. If the

company in question is operating in the defense sector, an

approval by the Ministry of Economic Affairs and Employment is

required before the acquisition is made. These requirements

are not applicable if, for instance, the voting power is acquired

in a share issue that is proportional to the holder’s ownership

of the shares. Moreover, the requirements do not apply to

residents of countries in the European Economic Area or

EFTA countries, except where at least one-tenth of shares

or other controlling right in such resident are held by a party

not resident in the European Economic Area or EFTA.

Nokia Annual Report on Form 20-F 2024

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Risk factors

Risk factors

Set forth below is a description of risk factors that could

affect our business. Shareholders and potential investors

should carefully review the following risk factors, in

addition to other information contained in this report.

The risk factors described below should not be construed

as exhaustive. There may be additional risks that are

unknown to us, and other risks currently believed to

be immaterial that could turn out to be material.

These risks, either individually or collectively, could adversely

affect our business, competitiveness, market share, sales,

costs, expenses, results of operations, profitability, financial

condition, liquidity, reputation, brand and share price.

Unless otherwise indicated or the context otherwise requires,

references in these risk factors to “Nokia”, the “Nokia Group”,

“Group”, “we”, “us” and “our” mean Nokia’s consolidated

operating segments. Certain risks or events may be more

prevalent with respect to the Group or a certain business

group, business or part of the Group.

In evaluating the risks, one should not rely exclusively on the

bullets in the below summary but read the full risk factor

discussion. This report also contains forward-looking

statements that involve risks and uncertainties presented

in “Forward-looking statements” above.

Risk factors summary

Our capability to compete and remain a leading provider of

technology, software and services in the industries and markets

in which we operate is dependent on multiple external and

internal factors, partially outside our control, such as:

Risks related to our strategy and its execution

■Sustained traffic growth in customers’ networks,

introduction of new use cases and low-latency services to

drive the demand for our products and services;

■Reaching certain technology limits in key technologies or

adoption of unforeseen disruptive technologies by our

competitors that might change demand patterns for our

products and services and competitive dynamics;

■Trends, such as cloudification, Open RAN and openness in

general, virtualization and disaggregation with potential

impact on our portfolio of products and services, competitive

landscape, business models and our margin profile;

■The degree our investments, including venture funds,

result in technologies, products or services that achieve

or retain broad or timely market acceptance, answer to

the expanding needs or preferences of our customers or

consumers, or in breakthrough innovations, research assets,

and intellectual property that we could otherwise utilize for

value creation;

■Our success in acquiring or divesting businesses and

technologies, such as the acquisition of Infinera, integrating

acquisitions and transitioning divestments, such as the sale

of the Submarine Networks business, entering into licensing

arrangements, minority investments, forming and managing

joint ventures or partnerships and in realizing the

anticipated benefits, synergies, cost savings or efficiencies

from these transactions;

■Our success in continuing to improve our organizational and

operational structure for increased efficiency and

profitability, executing our business plans and business

models, in identifying and implementing the appropriate

measures to improve cost-efficiency and in managing the

inflationary pressure on costs in order to continue

investments in R&D and future capabilities, including 5G-

Advanced and 6G, enterprise, cloud, artificial intelligence,

security, automation, digitalization, and development of

new standard essential patents and to reach targeted

results, benefits and other improvements; and

■Our ability to meet our own sustainability targets, identify,

evaluate and address sustainability related risks and

opportunities appropriately, and to comply with stakeholder

and societal expectations and practices and with the

increasing number of regulatory requirements related to

sustainability, including mandatory transparency and

disclosure requirements and considering our reliance on

global supply chains and the challenges and limitations in

the availability of accurate information contributing to

measurement uncertainty in provided quantitative metrics

and monetary amounts in our sustainability related disclosures.

Nokia Annual Report on Form 20-F 2024

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Risk factors continued

Surrounding economic, financial and competitive

environment

■General economic and financial market conditions, such as

the level of inflation and unemployment, increased global

macroeconomic uncertainty, major currency fluctuations,

higher interest rates and financing costs, and other

developments in the economies and industries where we,

our customers, partners and suppliers operate, including

adverse developments in the policies governing international

trade or markets such as export and import controls,

including increases in tariffs, and any geopolitical escalation

such as in the US-China relations, in tensions in East Asia

and ongoing situations in Ukraine and the Middle East;

■The cyclical nature of the markets in which we operate,

competitor behavior, technological changes and the speed

of technological adoption, customer consolidation, the

number of competent suppliers, customer spending appetite

and purchase behavior, deployments and rollout timing;

■Period of high inflation and our ability to pass increased

costs to our pricing;

■Price erosion largely driven by competition challenging the

connectivity business models of our customers;

■Our dependency on a limited number of big customers and

large multi-year agreements;

■Competitiveness of, or developments regarding, pricing and

agreement terms we offer, including developments with

respect to customer financing or extended payment terms

or credit lines that we provide our customers; and

■Willingness of banks or other institutions to purchase

our receivables.

Our competitiveness

■Our ability to adapt to changing business models, rapid

technological advances and to meet new competition;

■Our ability to invest in new competitive high-quality

products and services, such as 5G-Advanced, Open RAN, 6G,

the Internet of Things (IoT), the cloud or software, upgrades

and technologies that have accurately anticipated

technological, regulatory and market trends;

■Our success in the development of new technologies

and services, their rollout and commercialization in

a timely manner;

■Our capabilities to manage end-to-end costs related to

our portfolio of products and services;

■Severity of inefficiencies, incidents, malfunctions or

disruptions of our information technology systems and

processes or disruptions of services relying on our own or

third-party IT, including cybersecurity threats and incidents;

■Actual or perceived security or privacy breaches, as well as

defects, errors or vulnerabilities in our technology and that

of third-party providers;

■Our manufacturing, service creation, delivery, logistics or supply

chain to operate without significant interruptions or

shortages, including the impacts of geopolitical tensions and

open conflicts feeding uncertainty in the global supply chain;

■Performance capabilities of our partners and suppliers, and

their high standards to meet product quality, health, safety

or security requirements or comply with other regulations

or local laws, such as environmental or labor laws;

■Natural or man-made disasters, military actions, wars, labor

unrest, civil unrest or health crises, such as another global

pandemic, impacting our service delivery or production

sites or the production sites of our suppliers, which are

geographically concentrated; and

■Our ability to retain, develop, reskill and recruit appropriately

skilled employees.

Intellectual property rights and technology licensing

■Our ability to create new relevant technologies, products

and services through our R&D, as well as our ability to

protect our innovations and to maintain the strength of our

intellectual property portfolio;

■Our ability to monetize our intellectual property for

instance, due to market, regulatory and other

developments, or court rulings in intellectual property-

related litigation and other disputes;

■Uncertainty relating to the evolving geopolitical

environment, global regulatory and standardization

landscape relating to intellectual property;

■Developments in the concentrated smartphone market, the

source of a significant portion of our patent licensing income;

■Success and profitability of technology licensing and other

business ventures, including venture fund investments

where the valuation and proceeds of our venture fund

investments may fluctuate;

■Our ability to renew existing license agreements and

conclude new license agreements regarding our intellectual

property that we license to others on acceptable commercial

terms, and the timing, cost, and potential need for litigation

to achieve such renewals and new license agreements;

■Claims that we have allegedly infringed third parties’ IPR; and

■Our ability to renew or finalize licenses regarding

technologies that are licensed to us on acceptable

commercial terms.

Nokia Annual Report on Form 20-F 2024

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Risk factors continued

Geopolitical, legal, regulatory and compliance

environment

■Direct and indirect regulation and political developments

affecting trade (such as the changes in the U.S. and

international trade policies, including the export and import

controls and laws, particularly with regard to China, Mexico

and Canada), taxation, national security, competition law,

exchange controls, export controls and sanctions, cyber

security, communications technology, supply chains,

environmental, social and governance topics, including

integrity and anti-corruption;

■Geopolitical tensions, escalations or expansions into open

conflicts, such as potential further developments related to

the situations in Ukraine and in the Middle East and risks

related to tensions in East Asia and in the countries in the

Sahel and West Africa;

■Our level of dependence on emerging markets subject to

political and regulatory changes and economic volatility;

■Changes in existing regulations or in their application,

including roll back of certain legislative acts and initiatives,

variation in national implementation of EU legislation and

divergence of regulatory frameworks in the EU, the US and

other relevant jurisdictions and emerging new regulations

applicable to current or new technologies, products or

telecommunications and technology sectors in general

impacting our products, services or business;

■Our products, services and operations meeting all relevant

quality, health, safety or security standards and other

recommendations globally and compliance with laws

and regulations, such as related to digital economy,

sustainability, responsible AI, telecommunications and

technology, security and privacy, including network and

product security, protection and transfer of personal data,

data access and use;

■Disruptiveness of litigation, arbitration or agreement-

related disputes, and inspections, investigations, claims,

and government proceedings which we may be subject to

at any given time due to the global nature of our business;

■Our ability to maintain an effective system of governance

and compliance processes, disclosure controls and internal

control over financial reporting and influence those of third

parties whose performance we may be held liable for; and

■The degree of control and level of influence in the joint

ventures where Nokia is the minority partner and other

affiliated companies where Nokia does not have direct

management control, or which are not fully integrated

into its operational infrastructure.

Financial and tax-related uncertainties

■Complex tax laws and rules, including any changes in the

aforesaid, as well as diverse tax authority practices and

interpretations;

■Our ability to utilize our tax attributes and deferred tax

assets;

■Access to sources of funding on favorable terms or at all;

■Our ability to maintain our investment grade credit ratings;

■Exchange rate fluctuations impacting our net sales, costs

and results of operations, as well as the US dollar value

of our dividends and market price of our ADSs;

■Our pension and other post-employment benefit obligations

and the potential need for increased funding; and

■Recoverability of the carrying amount of our goodwill,

which could result in significant impairment charges.

Ownership of our shares

■Uncertainty of the amount of dividend and/or repayment

of capital and other profit distributions such as share

buybacks to shareholders for each financial period;

■Volatility of the trading price of our shares and ADSs,

including as a result of factors outside our control; and

■Requirement for non-Finnish shareholders

to provide detailed information in order to obtain

advantageous withholding tax treatment for dividends.

Nokia Annual Report on Form 20-F 2024

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Risk factors continued

Full risk factor discussion

Risks related to our strategy and its execution

We may be unable to successfully implement our strategic

plans, sustain or improve the operational and financial

performance of our business groups, correctly identify or

successfully pursue business opportunities, correctly

anticipate or successfully mitigate technological disruptions

or otherwise grow our business.

Our success depends on our ability to become and remain a

leading provider of technology, software and services in the

industries and markets in which we operate. However, there

can be no assurance that we will correctly identify trends,

opportunities or threats that we need to pursue or mitigate to

achieve our goals or targets. For example, our plans assume

sustained growth in traffic over our customers’ networks. For

this to happen, video streaming needs to continue to grow

significantly or new high-data use cases (for instance, Virtual

Reality or Augmented Reality) need to be developed and drive

high concurrency traffic. We also assume a growing number of

use cases and demand for low latency services. Should these

not materialize, demand for our products and services could be

negatively affected.

Our path to continued technology leadership lies in long-term

research and development to drive innovation across a

comprehensive portfolio of network equipment, software,

services and licensing. We are investing, for instance, in 5G-

Advanced and 6G research, security and the development

of new standard-essential patents. The R&D of innovative

products, services and technologies is a complex and uncertain

process, and there can be no assurance that our investments

will result in technologies, products or services that achieve or

retain broad or timely market acceptance, are commercially

successful, answer to the expanding needs or preferences

of our customers or consumers, or lead to breakthrough

innovations that we could use for value creation. As an

example, while we believe that the progress of cloudification

and open RAN and openness in general creates an opportunity

for us to differentiate with our products and to better serve

our customers, it may lead to entry of new competitors with

different business models to build multi-vendor RAN networks.

The virtualization and cloudification of core and radio networks

and the convergence of IT and telecommunications may lower

barriers of entry for IT and webscale companies in the

traditional telecommunications industry, or they may build up

tight strategic partnerships with our traditional competitors or

our communications service provider customers. This

enhanced competition may lead to increased price competition

and negatively affect our margins. Virtualization and

disaggregation might also affect other parts of our portfolio

and lead to changes in competitive landscape, business

models, and margin profile. Also, reaching certain technology

limits, for example in Optical or in spectral efficiency gains

in 6G, might adversely change the demand pattern and

competitive dynamics for our products and services. We see

the network as a key enabler of metaverse opportunities,

but the network capabilities will need to evolve to fulfill the

anticipated needs.

We implement our strategic plans, for instance, by entering

into licensing arrangements, partnering with third parties

and have entered into a number of and may engage in the

future in transactions, such as divestments and acquisitions,

mergers, joint ventures and minority investments that

could complement or improve our existing operations or

technologies, sharpen our business focus and enable us to

grow our business. Additionally, we may make investments in

certain investment funds, including NGP Capital, that invest in

other companies. There can be no assurance that our efforts

to continuously improve our operations and realize efficiencies

will or continue to generate the expected results or

improvements, or that we will achieve intended targets or

financial objectives related to such efforts. For instance, the

underlying rationale, initial assumptions or the business case

in terms of profits, revenue, strategic impact or otherwise

justifying the creation or continuation of the arrangement may

not be realized. We may also encounter issues or inefficiencies

related to our organizational and operational structure,

including being unable to successfully implement the business

plans. Also, the planned transactions may not ultimately be

completed on favorable terms or at all, or transactions may

result in liabilities or claims, such as indemnification or breach

of contract claims. The divestment or investment decisions

we make may subject us to litigation arising from minority

shareholders’ actions and investor dissatisfaction with the

activities of our business. Shareholder disputes, if resolved

against us, could have a material adverse effect on us.

We may be unable to realize the anticipated benefits,

synergies, cost savings or efficiencies from acquisitions, and

we may encounter issues or inefficiencies related to our

organizational and operational structure including being

unable to successfully implement related business plans.

The level of effort required for successful integration of

acquired businesses or assets depends on the complexity of

the acquired business or asset. There can be no assurance

that we will be able to realize the intended organizational and

operational benefits and potentially targeted cost savings

related to our business plans in the manner or within the

timeframe currently anticipated. The risks and uncertainties

relating to the integration include, among others, the

distraction of our management’s attention from our business

resulting in performance shortfalls, the disruption of our

ongoing business, interference with our ability to maintain

our relationships with customers, vendors, regulators and

employees, and inconsistencies in our services, standards,

quality, product road maps, controls, procedures and policies,

any of which could have a material adverse effect on our

business, financial condition and results of operations.

These failures could be triggered, among others, by the following

factors impacting the integration process and operations:

■adverse contractual issues or disputes with respect to

various agreements with third parties, employment

agreements, or pension and other post-employment

benefits-related funding or liability issues;

■our failure to identify issues and liabilities at the target

business or assets during the due diligence and pre-

acquisition process by which we may be exposed to

unknown, larger or contingent liabilities of acquired

businesses, such as those related to contractual

obligations, taxes, pensions, environmental liabilities,

disputes and compliance matters;

■disruptions caused, for instance, by reorganizations,

which may result in inefficiency within the new organization

through loss of key employees or delays in implementing

our intended structural changes, among other issues;

■inability to rationalize or streamline our organization or

product lines/services, or to retire legacy products and

related services as a result of pre-existing customer

commitments;

■loss of, or lower volume of, business from key customers, or

the inability to renew agreements with existing customers

or establish new customer relationships, including limitations

linked to customer policies with respect to aggregate vendor

share or supplier diversity policies or increased efforts from

competitors aiming to capitalize on disruptions;

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Risk factors continued

■conditions and burdens imposed by laws, regulators or

industry standards on our business, or adverse regulatory

or industry developments or litigation affecting us;

■unanticipated changes in business, industry or general

economic conditions that affect the assumptions underlying

the acquisition;

■issues relating to fraud, non-compliance with applicable

laws and regulations, improper accounting policies,

improper internal control or other improper activities;

■challenges relating to the consolidation or ongoing

integration of corporate, financial data and reporting,

control and administrative functions;

■the coordination of R&D, marketing and other support

functions of the combined business may fail or cause

inefficiencies or other administrative burdens;

■our inability to eliminate the complexity of our corporate

structure following the acquisition; and

■impairments related to goodwill and other intangible assets,

for instance, due to business performance after an

acquisition or differences in evaluating the goodwill with

respect to the acquired businesses.

Additionally, the anticipated cost reductions and other benefits

expected to arise from the acquisitions and integration of

businesses, as well as related costs to implement such

measures, are derived from our estimates, which are uncertain.

The underlying assumptions are inherently uncertain and

subject to a variety of significant business, economic, and

competitive factors, risks and uncertainties that could cause

our actual results to differ materially from those contained in

the expected synergy benefits and related cost estimates.

Performance failures of our partners as well as failures to

agree to partnering arrangements with third parties could

adversely affect us.

We are increasingly collaborating and partnering with third

parties to develop technologies, products and services, as well

as seeking new revenue streams through partnering

arrangements. We also depend on partners in our efforts to

monetize our technologies, including those of Nokia and Nokia

Bell Labs, and we have outsourced various functions to third

parties and are relying on them to provide certain services to

us. Furthermore, according to our technology vision for 2030,

the opportunities of digitalization, metaverse and digital twin

will be realized by a multi-party value ecosystem developed

around collaboration, co-innovation and partnering. Although

the objective of the collaborative and partnering arrangements

is a mutually beneficial outcome for each party, our ability to

introduce and provide technologies, products and services in a

timely manner and so that those are commercially viable and

meet our, our customers’ and consumers’ quality, safety,

security and other standards could be hampered by

performance or other failures of our partners or the companies

we collaborate with. For instance, if a partner acts

inconsistently with our ethical, sustainability, compliance, brand

or quality standards, this can negatively affect our reputation,

the value of our brand and the business outcome of our

partnerships. Furthermore, if we fail to achieve the

collaboration or partnering arrangements needed to succeed,

we may be unable to bring our products, services or

technologies to market successfully or in a timely manner. It is

also possible that the parties we currently collaborate with,

turn into our competitors.

In many areas, including R&D, IT, finance and human resources-

related arrangements, a failure to maintain an efficient

relationship with the selected partner may lead to ongoing

operational problems or even to severe business disruptions,

and the availability of the processes and services upon which

we rely may be interrupted. Performance problems may result

in missed reporting deadlines, internal controls challenges,

financial losses, missed business opportunities and

reputational harm. In addition, as management’s focus shifts

from a direct to an indirect operational control in these areas,

there is a risk that without active management and monitoring

of the relationship, the services provided may be below

appropriate quality standards. Partners may not meet agreed

service levels, in which case, depending on the impacted

service, our contractual remedies may not fully cure all of

the damages we may suffer. This is particularly true for any

deficiencies that would impact the reporting requirements

applicable to us as a company listed on multiple stock

exchanges. In outsourcing projects, we may encounter

disruption to business resulting from broken processes and

distraction of our employees that may need to train the

partner’s staff or be trained in the partner’s systems.

Adjustments to staff size and transfer of employees to the

partner’s companies could have an adverse effect on us, for

instance, through impacting the morale of our employees,

raising complex labor law issues and resulting in the loss

of key personnel. Additionally, partnering and outsourcing

arrangements can create a dependency on a given partner

causing issues in our ability to learn from day-to-day

responsibilities, gain hands-on experience, adapt to changing

business needs and properly transfer the specific know-how to

the new outsourcing partners. Concerns could equally arise

from giving third parties access to confidential data, strategic

technology applications and books and records. There is also a

risk that we may not be able to determine whether internal

controls have been effectively implemented, and whether the

partner company’s performance and controls monitoring

reports are accurate.

Our efforts aimed at managing and improving our financial

or operational performance may not lead to targeted results,

benefits, cost savings or improvements in our

competitiveness.

We are continuously targeting increased efficiency of our

operations. The strategic and operational changes to our

business and a program to reset our cost base while protecting

our R&D capacity and commitment to technology leadership

announced in October 2023 continue. The program targets to

lower our cost base on a gross basis (i.e., before inflation) by

between EUR 800 million and EUR 1 200 million by the end of

2026 compared to 2023, assuming on-target variable pay in

both periods.

Failure by us to determine the appropriate operational

structure, prioritization of operating expenses and other costs,

to identify and implement the appropriate measures to

increase simplicity and improve cost-efficiency, or to maintain

achieved efficiency levels, could limit our future investments

and have a material adverse effect on our competitiveness,

results of operations and financial condition. Our current

and future cost-saving measures may be costly, potentially

disruptive to operations, and may not lead to sustainable

improvements in our overall competitiveness and profitability,

and there can be no assurance that such measures will be met

as planned in contemplated timeframes or at all. Our plans

may be altered in the future, including adjusting any projected

financial or other targets. The anticipated costs or the level

of disruption expected from implementing such plans or

restructurings may be higher than expected. Efforts to plan

and implement cost-saving initiatives may divert management

attention from the rest of the business and adversely affect

our business.

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Risk factors continued

There are also several other factors that may prevent or delay

a successful implementation of any cost-saving or efficiency

improvement initiatives, including, among others, the following:

■the need to make additional investments in other areas

such as 5G-Advanced and 6G, enterprise, security, cloud,

artificial intelligence, development of new standard

essential patents and automation/digitalization of services

and our own operations;

■inaccuracy in our expectations with respect to market

growth, customer demand and other trends;

■legislative constraints or unfavorable changes in legislation

in the markets in which we operate influencing timing, costs

and expected savings of certain contemplated initiatives;

■our ability to align and adjust resources, systems and tools,

including digitalization and automation of processes,

related to implementation of planned organizational

changes;

■intended business plans may require us to inform or

consult with employees and labor representatives, and such

processes may influence the timing, costs and extent of

expected savings and the feasibility of certain

contemplated initiatives;

■inflation driving increase in cost base; and

■bargaining power of our suppliers which may prevent us

from achieving targeted procurement savings.

Furthermore, cost-saving initiatives may negatively affect

our ability to develop new or improve existing products and

compete effectively in certain markets, and there is no

guarantee that we will continue to be able to successfully

innovate or remain technologically competitive.

We may be subject to increased scrutiny related to our

sustainability activities and disclosures. Our reputation and

brand as well as the willingness of customers and suppliers to

do business with us could be harmed if we fail to meet the

regulatory sustainability-related requirements, stakeholder

expectations or our sustainability goals.

Our business could be negatively impacted if we fail to

appropriately address existing and emerging sustainability

matters, including related market pressure. We may fail or be

unable to fully achieve one or more of our sustainability

targets, such as our greenhouse gas emission commitments,

due to a range of factors within or beyond our control, and we

may adjust or modify our targets in light of new information,

adjusted projections, or a change in business strategy, any of

which could negatively impact our brand, reputation, and

business. For instance, our decarbonization efforts are heavily

dependent on the supply and use of renewable energy and

biofuels which may not be available for our customers or supply

chain in all markets or may not reach affordable cost levels

for the actors in our value chain. It is also possible that

stakeholders may be dissatisfied with our sustainability

practices and targets or the speed of their implementation

which could result in action against Nokia by regulators or

other third parties or negative pressure on us or our stock.

The sustainability regulatory environment is complex and

volatile with new requirements proposed or adopted by various

regulators worldwide requiring continuous and consistent

monitoring of regulatory developments and evaluation to

determine applicability to Nokia. Potential failure to, or

perception of a failure to, adapt, disclose relevant metrics, set

targets and implement actions and controls that are rigorous

enough or otherwise in compliance with applicable regulations,

or to prioritize the most material sustainability actions and

targets, could negatively impact our brand, reputation, and

business. We could also incur additional costs and require

additional resources to address evolving regulatory

requirements and to monitor and report on our sustainability

performance programs, and those of our value chain partners,

as required, and to comply with various sustainability practices

and disclosure requirements. The high number of data points

to be provided and the lack of global standardization in the ESG

data disclosures makes ESG-related reporting difficult and

resource consuming, which may contribute to challenges for

investors to correctly assess disclosures or our ability to

comply with each disclosure requirement. It is also possible

that third parties rating our ESG practices and performance

may make unfavorable, inaccurate or unsubstantiated

interpretations of our ESG practices and performance based

on their own assessments and publish such interpretations

with or without offering us the possibility to comment.

We may be unable to evaluate climate- and other

sustainability-related risks and opportunities accurately and

to identify and implement strategies for long-term resilience.

We foresee that the global rate of technology adoption will be

partially driven by sustainability matters, such as environmental

impact of products and processes, energy efficiency, security,

social and governance issues. For instance, increasing customer

demands for sustainable products may necessitate significant

investments in R&D, sourcing and relevant processes. Resource

scarcity, environmental footprint of our global supply chain,

increased regulatory requirements and scrutiny and changed

societal expectations may require us to modify our supply

chain practices. Geopolitics, unrest and changes in climate may

lead to increasing labor migration and refugees pushing

informal labor to supply chain. Extreme weather events or

other climate-related disruptions could impact our customers,

potentially leading to increased expectations regarding the

resilience of our products and solutions. As artificial intelligence

becomes part of both our product offerings, as well as of our

processes, concerns regarding sustainable and ethical AI could

lead to reputational damage or regulatory sanctions. Our

involvement in defense sector could trigger increased scrutiny

of our human rights due diligence and impact our reputation.

Potential failure, or perceived failure, to meet sustainability

disclosure regulations, standards, practices, stakeholder or

societal expectations, or to achieve sustainability targets

could result in regulatory fines or other sanctions, as well as

negatively impact our reputation, employee retention or access

to financing, compromise our stakeholder relationships and the

willingness of our customers and suppliers to do business with us.

Risks related to the general economic and financial

market conditions and to the industries and markets

in which we operate

Our sales and profitability have been and may in the future

be materially and adversely affected by general economic

and financial market conditions, such as inflation, increased

global macroeconomic uncertainty, major currency

fluctuations, higher interest rates and financing costs, and

other developments in the economies where we operate.

We are a company with global operations with sales, R&D,

manufacturing facilities, partners and suppliers located in

various countries around the world. Adverse developments in

and the weakness of global economic conditions in general

have an adverse effect on us and the spending of our

customers. For instance, the uncertain nature, magnitude, and

duration of hostilities stemming from Russia’s military invasion

of Ukraine, including the potential effects of sanctions,

retaliatory attacks on the world economy and markets, and any

other geopolitical escalation, for instance in the US-China

relations, in the Middle East or East Asia, and adverse

developments in policies governing international trade such as

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Risk factors continued

export and import controls, including increases in tariffs,

could contribute to increased market volatility and uncertainty,

which could have an adverse impact on macroeconomic factors

affecting market demand, inflationary development and supply.

We are dependent on the purchase behavior of final end-users.

Any adverse developments in economies, such as increases in

the level of inflation, interest rates or unemployment, may

affect market demand for consumables, such as mobile

devices, mobile subscriptions and both the services that end-

users subscribe to and the usage levels of such services, which

may lead communications service providers to invest less in

related infrastructure and services or to invest in low-margin

products and services. This may further be mirrored as an

adverse effect on the business of our patent, technology or

brand licensees and our patent licensing income. Likewise,

adverse developments in economic conditions may lead

certain customer segments, such as webscale companies,

transportation & logistics, energy, manufacturing, and public

sector verticals, to invest less or delay spend in infrastructure

and services to digitize their operations or to invest in low-

margin products and services. Further, the purchasing power of

our customers, particularly in developing markets, depends to a

greater extent on the price development of basic commodities

and currency fluctuations, which may render our products or

services unaffordable. Economic slowdown may also lead to an

overcapacity in supply and inflated inventories, and to delays

and shortages in case of sharp recovery and ramp-up of

demand with a potentially adverse effect on our ability and

our suppliers’ ability to deliver products and services in time.

Increasing inflation and other current market conditions are

driving cost increases in operations, materials and labor, and

may also result in strikes and other industrial actions.

General uncertainty and adverse developments in the

financial markets could have a material adverse effect on our

customers’, suppliers’ and other partners’ ability to obtain

sufficient or affordable financing on satisfying terms. Higher

interest rates increase cost of financing. Uncertain market

conditions may increase the price of financing or decrease its

availability if the banks and investors were to tighten lending

standards or increase interest rates, or if certain assets would

decline in value, which could lead to difficulties in raising funds

or accessing liquidity necessary to maintain our financial

condition and ongoing operations.

We face intense competition and are dependent on

development of the industries and markets in which we

operate. The markets are cyclical and are affected by many

factors, including the general economic environment,

technological changes or the speed of technological adoption,

competitor behavior, customer consolidation, customers’

spending appetite and purchase behavior, including mix of

supply, deployments and rollout timing. Our existing

competition and new competition challenging the

connectivity business models of our customers are driving

price erosion.

The competitive environment in the markets in which we

operate, including the related services markets, is

characterized by maturing industry technologies, 5G and

related new technologies, diversification of supplier

ecosystems, equipment price erosion and aggressive price

competition. Our competition endeavors to gain market share

in selected regions where Nokia has a large footprint. Despite

strong growth in mobile data traffic, most of our customer

base has been facing persistent erosion in unit revenue and is

reverting to vendors to compensate for it. Competition for new

customers, as well as for new infrastructure deployment, is

particularly intense and focused on the favorability of price and

agreement terms. We compete with companies that have large

overall scale, which affords such companies more flexibility

compared to us. In addition, new competition may be entering

the network infrastructure and related services business

through adoption of new technologies or business models,

such as virtualized RAN and Open RAN or as-a-service models

for products or services.

We are particularly dependent on the investments made by

communications service providers in mobile connectivity,

network infrastructure and related services. The pace and size

of such investments are in turn dependent on the ability of

communications service providers to increase their subscriber

numbers, reduce churn, maintain or increase their average

revenue per user, and compete with business models eroding

revenue from traditional voice, messaging and data transport

services, as well as the financial condition of such service

providers. Their cost containment actions and merger activity

have in the past constricted capital expenditure, and may

continue to do so in the future, resulting in further competition

and pressure on pricing and profitability. In addition, the

investments of the communications service providers in the

new spectrum assets may reduce their funds available for

investing in the new network infrastructure and related

services. Furthermore, the level of demand by communications

service providers, enterprise and other customers that

purchase our products and services is dependent on their

ability to monetize their investment and introduce new use

cases and can therefore change quickly and vary over short

periods of time. Communications service providers may also

consolidate their supplier base to our disadvantage — all the

way to a one-supplier model, for instance in a specific product

area. In addition, a portion of our revenues is driven by the

timing of completion and customer acceptances. As a result of

the uncertainty and variations in the telecommunications and

vertical industries, accurate forecasting of revenues, results

and cash flow remains difficult. Furthermore, significant

reduction of business with us could result in the loss of benefits

related to economies of scale.

We may be unable to respond successfully to technological

changes or to alternative technologies in the markets in which

we operate. Market developments favoring new technological

solutions, such as cloud, virtualization, edge computing,

programmable networks, AI-enabled automation and

alternatives such as satellite communications may result in

reduced spending to the benefit of our competitors who have,

or may have, a stronger position in such technologies. The

technological viability of standardized, low-margin hardware

products in combination with the virtualization of functions can

induce a change in purchase behavior, resulting in favoring

other vendors or in higher bargaining power versus Nokia due

to more alternative vendors. Our customers may prefer best-

of-breed from multiple vendors, a single vendor or turn to

alternative vendors to maintain end-to-end services.

Additionally, new competitors may enter the industry as a

result of acquisitions or shifts in technology. Furthermore,

some companies, including webscale companies, may drive a

faster pace of innovation in telecommunications infrastructure

through more collaborative approaches and open technologies

across access, backhaul, core and management.

We expect to generate a significant share of our growth from

new customers, including webscale companies and vertical

customers, for example in transportation & logistics, energy,

manufacturing, defense and public sector verticals. Each of

these sectors may face adverse industry developments, which

may significantly impact the size of investments addressable by

us and our ability to address these investments, in terms of

both having the right products available and being able to

obtain new customers and having the right go-to-market

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Risk factors continued

capabilities and expertise to address the specific needs of

these sectors. Furthermore, there are various incumbent and

new actors competing with Nokia in these customer groups we

strategically target. With these types of customers, the nature

of competition and the required capabilities can be significantly

different from the communications service provider market,

including competition based on access network, core network,

cloud infrastructure, platforms, applications and devices, and

related services.

Competitive intensity remains high in the market as

competitors seek to take share in 5G rollouts, which is

creating a risk of persistent high price erosion in the industry.

If domestic and global economic conditions worsen, overall

spending on 5G infrastructure may be reduced or delayed, and

spending in our other network products and services might

be even more rapidly reduced to preserve the customer

investment in 5G, which would adversely impact demand for

our products and services in these markets. Further, any

reduction in our market share in 5G compared with our

installed base in 4G due to decisions to protect our

profitability, inability to meet the customers’ requirements

or other reasons, may have a material negative effect on

our scale and profitability.

We are dependent on a limited number of big customers and

large multi-year agreements. The loss of a single customer

or contract, operator consolidation, unfavorable contract

terms or other issues related to a single agreement may

have a material adverse effect on our business and

financial condition.

A significant proportion of the net sales and profits that we

generate have historically been derived from a limited number

of customers. As consolidation among existing customers

continues, it is possible that an even greater portion of

our net sales will be attributable to a smaller number of large

communications service providers. These developments

are also likely to increase the impact on our net sales based

on the outcome of certain individual agreement tenders.

Communications service providers are also increasingly

entering into asset sharing arrangements, as well as joint

procurement agreements, which may reduce their investments

and the number of networks available for us to service.

Furthermore, procurement organizations of certain large

communications service providers sell consulting services

to enhance the negotiating position of small operators with

their vendors.

As a result of the intense competition in the industry, we may

increasingly be required to agree to less favorable contractual

terms in order to remain competitive. Any unfavorable

developments in relation to, or any change in the agreement

terms applicable to, a major customer may have a material

adverse effect on our business, results of operations and

financial condition. Also, agreements in the networks business

are typically complex and long term in nature and it is possible

that over time the contract terms of the agreement may prove

less favorable to us than originally expected, for instance due

to changes in costs and product portfolio decisions, and those

may be difficult to amend promptly to address new

developments, such as the recent period of accelerating

inflation. Furthermore, in particular given the bargaining power

of our customers or limited legal ability to deviate from the

standard governmental contract terms, we may be exposed to

onerous terms and liabilities in our customer contracts.

Loss of a single customer, its significant business or contract,

or other issues related to a single agreement, may have a

material adverse effect on our business and financial condition.

We have lost customers and contracts in the past and the

same may happen in the future. Furthermore, any suspension,

termination or non-performance by us under an agreement’s

terms may have a material adverse effect on us, for example

due to penalties for breaches, early termination or reduced

orders or customer footprint. In addition, we may lose existing

agreements, or we may be unable to renew or gain new

agreements, for instance due to customer policies that limit

the ability of customers to have one network provider

exceeding a certain threshold of business in a given market

or as a result of merger activity where the customer may

decide to concentrate their spending elsewhere.

The timing of sales and results of operations associated with

large multi-year agreements or turnkey projects may differ

significantly from expectations. For instance, recognition of

sales and related costs in network implementation projects are

often linked with achievement of customer acceptances, which

may delay for reasons that may or may not be attributable to

us. Moreover, such agreements often require dedication of

substantial amounts of working capital and other resources,

which may adversely affect our cash flow, particularly in the

early stages of an agreement’s term, or may require us to

continue to sell certain products and services, or to sell in

certain markets that would otherwise be discontinued or

exited, thereby diverting resources from developing more

profitable or strategically important products and services, or

focusing on more profitable or strategically important markets.

Furthermore, our customer agreements may involve complex

transformation of the networks as the customers deploy new

technologies and the related costs and scope of required

deliverables may differ from our expectations at the time we

enter into such agreements.

We may be adversely affected by developments with

respect to customer financing or extended payment terms

that we provide to our customers. Unwillingness of banks

or other institutions to provide guarantees or financing to

our customers or purchase our receivables could impair

our capability to enter agreements with new customers

or markets, to mitigate payment risk and to manage

our liquidity.

Requests for customer financing and extended payment terms

are typical for our industry and uncertainty or lack of liquidity

in the financing markets, among other things, may result in

increased customer financing requests. In the event that

export credit agencies face constraints on their ability or

willingness to provide guarantees or financing to our

customers, or there is insufficient demand from banks or other

financial institutions to purchase receivables, such events could

have a material adverse effect on our business and financial

condition. Furthermore, reduced availability of credits by

export credit agencies supporting our sales could affect

our ability to attract customers and enter new markets thus

facing the possibility of reduced sales.

In certain cases, the amounts and duration of these financings

and trade credits, and the associated impact on our working

capital, may be significant. We have agreed to extended

payment terms for a number of our customers and may

continue to do so in the future. Extended payment terms may

result in a material aggregate amount of trade credits and even

when the associated risk is mitigated by a diversified customer

portfolio, defaults in the aggregate could have a material

adverse effect on us.

Our ability to manage our total customer financing and trade

credit exposure depends on a number of factors, including, but

not limited to, the market conditions affecting our customers,

the levels and terms of credit available to us and our

customers, the cooperation of export credit agencies and our

ability to mitigate exposure on acceptable terms. We may be

unsuccessful in managing the challenges associated with the

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Risk factors continued

customer financing and trade credit exposure that we may face

from time to time, particularly in difficult financial conditions in

the market. While defaults under financings, guarantees and

trade credits to our customers resulting in impairment charges

and credit losses have not been significant for us in the past,

these may increase in the future. Further, commercial banks

may not continue to be able or willing to provide sufficient

long-term financing, even if backed by export credit agency

guarantees, due to their own constraints, and certain of our

competitors may also have greater access to such financing,

which could adversely affect our competitiveness. Additionally,

we have sold certain receivables to banks or other financial

institutions, and any significant change in our ability to

continue this practice could impair our capability to mitigate

such payment risk and to manage our liquidity.

Nokia also arranges bank guarantees and bonds in customers’

favor in relation to our business. In the event we are unable to

collect outstanding guarantees and bonds, this could limit our

possibilities to issue new guarantees and bonds, which are

required in customer agreements or practices. We also face

a risk that such commercial guarantees/bonds may be

unfairly called.

Risks impacting our competitiveness

We may fail to invest effectively and profitably in new

competitive high-quality products, services, upgrades and

technologies or bring them to the market in a timely manner.

We also may fail to adapt to changing business models.

Our business performance and results of operations will

depend to a significant extent on our ability to succeed in the

following areas:

■maintaining and developing a competitive product portfolio

and service capability that is attractive to our customers,

for instance by keeping pace with technological advances

in our industry and pursuing technologies that become

commercially accepted and price competitive;

■maintaining compliance with regulatory requirements and

standards;

■introducing new products, services and upgrades of current

products and doing so on a cost-efficient and timely basis;

■developing new or enhancing existing processes and tools

for our service offerings;

■optimizing the amount of customer or market-specific

technology, product and feature variants in our product

portfolio;

■continuing to meet evolving expectations and enhancing

the quality of our products and services, complying with

emerging industry standards as well as introducing products

and services that have desired features and attributes,

such as energy efficiency;

■maintaining and building up strategic partnerships in our

value creation chain (e.g., in product creation and project

delivery); and

■leveraging our technological strengths and addressing

competing technological and product developments carried

out by competitors while keeping prices and costs at

competitive levels.

The industries in which we operate are characterized by rapidly

evolving technologies, frequent new technological requirements,

product feature introductions and evolving industry standards.

The participants in the markets where we operate compete on

the basis of product and service offerings, technical capabilities

and quality in addition to price and affordability.

The R&D of new, innovative and technologically advanced

products, such as 5G-Advanced, Open RAN, 6G, IoT, the cloud

and software as well as upgrades to current products and new

generations of technologies, is a complex and an uncertain

process requiring high levels of innovation and investment,

including trying to accurately anticipate technological,

regulatory and market trends. We may focus our resources

on products and technologies that do not become widely

accepted or ultimately prove unviable. Additionally, many of

our current and planned products are highly complex and may

contain defects or errors that are, for instance, detected only

after deployment in telecommunications networks. Even if

we invest in new competitive products, services, upgrades

or technologies and proactively manage the costs related to

our portfolio of products and services, including component

sourcing, manufacturing, logistics and other operations,

we may still fail to maintain or improve our market position,

competitiveness or scale, keep prices and costs at competitive

levels or provide high-quality products and services.

Certain of our competitors have significant resources to invest

in market exploration and may seek new monetization models

or drive industry development and capture value in areas

where we may not currently be competitive or do not have

similar resources available to us. These areas may include

monetization models linked to large amounts of consumer

data, large connected communities, home or other

entertainment services, alternative payment mechanisms or

marketing products. We also face competition from various

companies that may be able to develop technologies or

products that become preferred over those developed by

us or result in adverse effects on us through, for instance,

developing technological innovations that make our

innovations less relevant. In addition, reduced government

funding and support for our R&D activities could affect our

ability to develop new technology or products.

Inefficiencies, incidents, malfunctions or disruptions of

information technology systems and processes could have

a material adverse effect on our business and results of

operations. As our business operations, including those we

have outsourced, rely on complex IT systems, networks and

related services, our reliance on the precautions taken by us

and external companies to ensure the reliability of our own

and third-party IT systems, networks and related services is

increasing. Consequently, certain disruptions in IT systems

and networks affecting us and our external providers could

also have a material adverse effect on our business.

All IT systems, networks and processes are potentially

vulnerable to damage, incidents, malfunction or interruption

from a variety of sources. Our own and customer-facing

operations rely on the efficient and uninterrupted operation of

complex and centralized IT systems, networks and processes,

which are integrated with those of third parties. The ongoing

migration to cloud-based architectures and network function

virtualization has introduced further complexity and

associated risk.

We are, to a significant extent, relying on third parties for the

provision of IT services. While we have outsourced certain

functions, we have also increased our dependence on the

reliability of external providers as well as on the security of

communication with them. We may experience disruptions if

our partners do not deliver as expected or if we are unable to

successfully manage systems and processes together with our

business partners. We will often need to use new service

providers and may, due to technical developments or choices

regarding technology, increase our reliance on certain new

technologies, such as cloud, and certain other services that are

used over the internet rather than using a traditional licensing

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Risk factors continued

model. Switching to new service providers and introducing

new technologies is inherently risky and may expose us to an

increased risk of disruptions in our operations, for instance

due to network inefficiency or outage, a cybersecurity or a

compliance incident, malfunctions, failure in disaster recovery

or IT service continuity or other disruptions resulting from IT

systems and processes.

We are constantly seeking to improve the quality and security

of our IT systems. However, despite precautions taken by us,

we may fail to successfully secure our IT and any malfunction or

disruption of our current or future systems or networks, such

as an outage in a telecommunications network used by any of

our IT systems, or a cybersecurity incident, such as an attack,

malware, ransomware or other event that leads to an

unanticipated interruption or malfunction of our IT systems,

processes, networks or data leakages, could have a material

adverse effect on our business, results of operations and brand

value. A disruption of services relying on our IT, for instance,

could cause significant discontent among customers and

their end-users and may result in claims, contractual penalties

or deterioration of our brand value. Further, while we are

increasing our investments in digitalizing our operations and

transforming our IT, the legacy IT systems may be gradually

more vulnerable to malfunction, disruptions or security

incidents than the new IT systems replacing them.

We are exposed to risks related to information security.

Our business model relies on solutions for distribution of

services and software or data storage, which entail inherent

risks relating to applicable regulatory regimes, cybersecurity

incidents and other unauthorized access to network or data.

Our business and operations rely on data confidentiality and

security incidents may adversely affect of privacy and/or

our business.

Our business and operations rely on confidentiality of

proprietary and other sensitive information, for instance related

to our employees and our customers, including our government

customers. Our business models rely on certain centralized

data processing solutions and cloud or remote delivery-based

services for distribution of services and software or data

storage, accessible by our partners or subcontractors according

to the roles and responsibilities defined.

We, our service companies and joint ventures, products and

online services, marketing and developer sites and third parties

that we contract have been and may in the future be subject to

cybersecurity incidents, including hacking, ransomware,

viruses, worms and other malicious software, unauthorized

modifications, or other illegal activities that may cause

potential security risks and other harm to us, our customers or

consumers and other end-users of our products and services.

Information Technology is rapidly evolving, the techniques used

to obtain unauthorized access or sabotage systems change

frequently and the parties behind cyber-attacks and other

industrial espionage are sophisticated and have extensive

resources, and it is not commercially or technically feasible

to mitigate all known vulnerabilities in a timely manner or to

eliminate all risk of cyber-attacks and data breaches. The

widespread availability of artificial intelligence capabilities adds

an extra dimension to cyber threats. Additionally, we contract

with multiple third parties in various jurisdictions who collect

and use certain data on our behalf. Although we have

processes in place designed to ensure appropriate collection,

handling and use of such data, third parties may use the data

inappropriately or breach laws and agreements in collecting,

handling or using or leaking such data. Our business is also

vulnerable to theft, fraud or other forms of deception,

sabotage and intentional acts of vandalism and espionage by

third parties and employees. Further, compared to our fully

integrated group companies, our ability to mitigate and

oversee risk of cyber-attacks and data breaches may be

more limited in our joint venture companies and other

group companies having their own governance and system

infrastructure, such as our local service companies focusing

on network field services.

The cybersecurity incidents may lead to lengthy and costly

incident response, remediation of the attack or breach, legal

proceedings and fines imposed on us, as well as adverse

effects to our reputation and brand value. Additionally,

cyber-attacks can be difficult to prevent, detect or contain.

We cannot rule out the possibility that there may have been

cyber-attacks that have been successful and/or evaded our

detection. We continue to invest in risk mitigating actions;

however, there can be no assurance that such investments and

actions will prevent or detect future cyber-attacks. Additionally,

the cost and operational consequences of implementing

further information system protection measures, especially

if prescribed by national authorities, could be significant.

We may not be successful in implementing such measures in

due time, which could lead to business disruptions and the

implementation to be more expensive, time-consuming and

resource-intensive. There are increasing regulatory

requirements globally mandating how incidents should be

managed and reported. Multi-faceted, multi-jurisdictional

reporting requirements may be difficult to comply with the

timescales required.

In connection with providing products and services to our

customers, certain personal and consumer data is collected,

stored and processed through us, either by us or by our

business partners or subcontractors in various jurisdictions.

Loss, improper disclosure or processing or leakage of any

personal or consumer data collected by us, or which is made

available to us or our partners or subcontractors or stored

in or through our products and services, could have a material

adverse effect on us and harm our reputation and brand.

Additionally, governmental authorities may seek to misuse our

network products to access the personal data of individuals

without our involvement; for example, through the so-called

lawful intercept capabilities of network infrastructure,

impairing our reputation.

We may face problems or disruptions in manufacturing,

service creation, delivery, logistics or supply chain. Such

challenges include securing availability of resources or

components to meet the demand, ability to adapt supply,

defects in products or related software or services, and

achieving required efficiencies and flexibility. Our suppliers

and partners may fail to meet product quality, health, safety

or security requirements or comply with other regulations

or local laws, such as environmental, social or labor laws.

Additionally, adverse events, such as geopolitical disruptions,

natural or man-made disasters, civil unrest or health crises,

have and may continue to have an impact on our service

delivery, production sites or the production sites of our

suppliers and partners which are geographically concentrated.

We have an extensive supply network, including a

geographically dispersed manufacturing network consisting

of both our own manufacturing and contract manufacturing

partners. We, or third parties that we have outsourced

manufacturing and services delivery to, may experience

difficulties in adapting supply to meet the changing customer

demand, ramping up and down production, adjusting network

implementation capabilities as needed on a timely basis,

maintaining an optimal inventory level, adopting new

manufacturing processes, finding the most timely way to

develop the best technical manufacturing solutions for new

products, managing the increasingly complex manufacturing

process, service creation and delivery process or achieving

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Risk factors continued

required efficiencies and flexibility. In addition, these

operations are exposed to various risks and potential liabilities,

including those related to geopolitics, transition to a low

carbon economy, compliance with laws and regulations,

exposure to environmental non-compliance and liabilities or

other claims. In addition to operational complexity, these may

increase our costs related to our supply chain.

Our manufacturing operations depend on obtaining sufficient

quantities of fully functional products, components, sub-

assemblies, software, services, energy and other resources

on a timely basis. In certain cases, a particular component

or service may be available only from a limited number of

suppliers or from a single supplier in the supply chain. Suppliers

have and may, from time to time, extend lead times, limit

supplies, change their partner preferences, increase prices,

provide poor quality supplies or be unable to adapt to changes

in demand due to capacity constraints or other factors, which

could adversely affect our ability to deliver our products and

services on a timely basis or increase our costs. For example,

the past global semiconductor components shortage

constrained our deliveries and led to increase in procurement

prices. The continuing concerns around components and raw

material availability and potential energy shortages in the

market, if realized may have an impact on our ability to deliver

to our customers and increase our costs. For instance, we see

that the data center buildouts driven by AI are starting to

impact prices of semiconductors. Also, certain raw materials,

such as Gallium have seen price increases due to increased

geopolitical tensions. The semiconductor supply chains are

highly interdependent and sensitive to policy disruptions.

We are working closely not only with our suppliers to ensure

component availability but also with our customers to ensure

we can meet their needs. We are also continuously optimizing

our critical material buffer to prepare for balancing short-term

disruptions. Many of our competitors and also companies from

other industries utilize the same contract manufacturers,

component suppliers and service vendors. If they have

purchased capacity or components ahead of us, or if there is

significant consolidation in the relevant supplier base, this

could prevent us from acquiring the required components or

services, which could limit our ability to supply our customers

and increase our costs. Our increasing involvement in defense

related projects may trigger the need to involve specialized and

unique suppliers. Disruptions in this specialized supply chain

may adversely impact our ability to fulfill contractual

obligations.

Our products are highly complex and defects in their design,

manufacture and associated hardware, software, content and

installation have occurred in the past and may continue to

occur in the future. Quality issues may cause, for instance,

delays in deliveries, loss of intellectual property, liabilities for

network outages, court fees and fines due to breaches of

significantly increasing regulatory privacy requirements and

related negative publicity, and additional repair, product

replacement or warranty costs to us, and harm our reputation

and our ability to sustain or obtain business with our current

and potential customers. With respect to our services, quality

issues may relate to the challenges of having the services

fully operational at the time they are made available to our

customers and maintaining them on an ongoing basis. We

may also be subject to damages due to product liability claims

arising from defective products and components. We make

provisions to cover our estimated warranty costs for our

products and pending liability claims. We believe our provisions

are appropriate, although the ultimate outcome may materially

differ from the provisions that are provided for, which could

have a material adverse effect on us.

A large proportion of our manufacturing, service creation and

delivery is carried out by third-party suppliers. These vary in

size and often engage a number of tiers of suppliers, which

limits our direct control. Suppliers may fail to meet our supplier

requirements or customer expectations, such as related to

product quality, safety and security. Certain suppliers may not

comply with local laws, including, among others, local labor law,

health and safety or environmental requirements. The activities

we manage or that are managed by third parties for us may

also be subject to negative publicity and purchasing boycotts,

strikes or other forms of social, political, economic

or environmental activism. These all can lead to exposure

in the form of litigation, product recalls or brand damage

through association.

Many of our production sites or the production sites of our

suppliers and partners are geographically concentrated,

with a majority of such suppliers and partners based in Asia.

We rely on efficient logistics chain elements, such as regional

distribution hubs and transport chain elements (main ports,

streets and airways). In the recent years, we have regionalized

our supply network to increase resilience. However, in the event

that any of these geographic areas are affected by any adverse

conditions that disrupt production or deliveries from our

suppliers and partners, such as trade restrictions, severe

impacts of environmental events, geopolitical events, man-

made or natural disasters (for instance, flooding, heavy rain

or extreme heat that climate change is expected to further

intensify or current unrest by the Red Sea), war, civil unrest

or health crises such as the COVID-19 pandemic, our ability

to deliver our products on a timely basis could be adversely

affected. In a similar manner, these adverse conditions may

also cause disruption to our service creation and delivery,

which, in either case, may lead to a material adverse effect on

our business and results of operations.

Competition for employees and leaders is increasing globally.

We may be unable to retain, motivate, develop, reskill and

recruit appropriately skilled employees or we may fail in

workforce balancing. Employees may face change fatigue or

reduction in motivation and energy as our efforts to evolve

our business and improve efficiency continue.

Our success in executing our strategy, to address opportunities

in new technologies, business models and customer segments

in particular, requires and is dependent on our ability to retain,

motivate, develop, reskill and recruit appropriately skilled

employees and, in particular, those with relevant technical

expertise. Competition for employees and leaders particularly

in some critical technology functions and niche markets such as

system-on-chip and artificial intelligence is increasing globally.

Our workforce has fluctuated over recent years as we

have introduced changes in our strategy to respond to

our business targets and endeavors. We continue with the

strategic and operational changes announced in October 2023.

The related program is expected to lead to a 72 000 to

77 000-employee organization. Such changes and uncertainty

may cause disruption, fatigue and dissatisfaction among

employees as our efforts to evolve our business and maximize

operational efficiency continue. Employee motivation, energy,

focus, morale and productivity may be reduced, causing

inefficiencies and other problems across the organization

resulting in the loss of key employees and increased costs

in resolving and addressing such matters. The loss of key

employees could result in resource gaps, some of which

may only be noticed after a certain period of time or which

negatively impact our relationship with customers, vendors

or other business partners.

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Risk factors continued

Our efforts to rebalance our workforce as planned may fail,

for instance due to legal restrictions or collective bargaining

agreements, which may result in a non-optimal workforce,

larger than expected costs and not meeting our financial

targets for such plans. Our inability to negotiate successfully

with employee representatives or failures in our relationships

with such representatives could result in strikes and other

industrial actions by the employees which may in turn result

in significant disruption in our day-to-day operations and

higher ongoing labor costs. The market for skilled employees

is increasingly competitive, particularly given the similar

technology trends affecting various industries simultaneously

and increased remote working expanding the job market for

individual employees. We have encountered, and may in the

future encounter, shortages of appropriately skilled employees

or lose key employees or senior management. There can be

no assurances that we will be able to implement measures

successfully to retain or hire the employees we need. This may

require significant time, attention and resources from our

senior management and other key employees within our

organization and may result in increased costs or otherwise

have a material adverse effect on us.

We have a hybrid workforce where employees can choose to

work remote or from the office. With this there is a risk of

dispersed collaboration which can impact our ability to

innovate. In addition, newly joined employees may experience

a lack of connection and sense of community.

Risks associated with intellectual property rights and

technology licensing

Our patent licensing income and other intellectual property-

related revenues are subject to risks and uncertainties such

as our ability to maintain our existing sources of intellectual

property-related revenue, establish new sources of revenue

and protect our intellectual property from infringement.

A proportionally significant share of the current patent

licensing income is generated from the smartphone market,

which is rapidly changing and features a limited number of

large vendors.

The continued strength of our intellectual property portfolios

depends on our ability to create new relevant technologies,

products and services through our R&D activities and to

protect and, where necessary, enforce our intellectual property

rights (IPR). If those technologies, products and services do

not become relevant, and therefore attractive to potential

licensees, the strength of our intellectual property portfolios

could be reduced. Despite the steps that we have taken to

protect our technology investments with IPR, we cannot be

certain that any rights or pending applications will be granted

or that the rights granted in connection with any future

patents or other IPR will be valid and sufficiently broad to

protect our innovations and maintain the relative strength of

our portfolio. Third parties may infringe our intellectual

property relating to our proprietary technologies or disregard

their obligation to seek necessary licenses under our patents

or seek to pay less than reasonable licensing fees. As a result,

we may be unable to continue to develop or protect our

intellectual property-related revenue or establish new sources

of revenue.

Regulatory, geopolitical and other developments regarding

protection awarded to technology innovations, compensation

trends with respect to licensing and the underlying businesses

of our licensees, over which we have limited control, may

impact our ability to protect, monetize or divest our intellectual

property. Any patents or other IPR may be challenged,

invalidated or circumvented, and any right granted under our

patents may not provide competitive advantages for us. In the

technology sector generally, certain licensees are actively

avoiding concluding license agreements on fair and reasonable

commercial terms, or are withholding making license payments,

while some suggest that licensors may be able to collect

unreasonably high license payments, with both behaviors

attracting regulatory attention. Authorities in various countries

have increasingly monitored patent monetization and may aim

to influence the terms on which patent licensing arrangements

or patent divestments may be executed, which could

compromise control over or protection of our technology

and proprietary information. Such terms may be limited to a

certain country or region, which may, for example, lead to

fragmentation of the global framework for licensing of global

technology standards; however, authorities could potentially

seek to widen the scope and even impose global terms,

potentially resulting in further an adverse effect on our ability

to monetize our patent portfolios.

There is no assurance that past levels are indicative of

future levels of intellectual property-related revenue. Poor

performance by any of Nokia’s patent or technology licensees

may impact Nokia financially, for example, if a licensee’s ability

to pay is reduced, the licensee decides to divest or scale back

a particular part of its business or it becomes insolvent or

bankrupt. Additionally, poor performance of potential or

current licensees may limit a licensee’s motivation to seek new

or renew existing licensing arrangements with us. Furthermore,

patent license agreements can cover both past and future

sales of licensees, and the portion of the income that relates

to licensees’ past sales is not expected to have a recurring

benefit. Ongoing patent income from licensing is generally

subject to various factors (for instance, sales by the licensees)

that we have little or no control over, and it can vary

considerably from time to time based on factors such as the

terms of agreements we enter into with licensees.

We seek to expand the scope of our licensing activities to

other areas, in particular those that implement mobile

communications and multimedia technologies, such as the

automotive, consumer electronics, IoT and multimedia. The

actors in some of these industries may not have traditionally

paid intellectual property-related royalties and the expansion

of our licensing activities into such industries may involve

litigation. In addition, entering highly fragmented markets or

markets with a high volume of licensees may affect our

effectiveness and/or profitability.

We retained our patent portfolio after the sale of the Devices &

Services business in 2014. Following the sale of the Devices &

Services business, Nokia is no longer required to agree upon

cross-licenses to cover Nokia’s handset business, which has

contributed to growing our licensing revenue. While this has

been our practice, there can be no guarantee that this can

be continued in the future. Also, in the past, parts of our

intellectual property development were driven by innovation

from the Devices & Services business. As we no longer own

this business, our future intellectual property relating to the

mobile phone sector may lessen and our ability to influence

industry trends and technology selections may reduce.

We also enter into business agreements on behalf of our

business groups, which may grant certain licenses to our

patents. Some of these agreements may inadvertently grant

licenses to our patents with a broader scope than intended,

or they may otherwise make the licensing and enforcement

of our patents more difficult.

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Risk factors continued

To renew existing license agreements and conclude new

license agreements with potential licensees, we may and have

engaged in legal actions to enforce our intellectual property

rights against unlawful infringement, the outcomes of which

are uncertain.

Although the majority of our license agreements are concluded

amicably, and while we strive to reach negotiated settlements

of any disputes in relation to license agreements with

companies using our intellectual property, sometimes it is

necessary to engage in litigation or arbitration in order to

renew existing license agreements which have expired or to

conclude new license agreements with unlicensed parties.

In certain cases, we have engaged in litigation or arbitration

proceedings to enforce our rights, for instance to enforce

our patents or to establish the terms of a patent license

agreement. Due to the nature of litigation and arbitration

proceedings, there can be no assurances as to the final

outcome, timing or costs involved in such litigation or

arbitration proceedings or as to our ability to renew existing

license agreements or conclude new license agreements

with potential licensees on acceptable commercial terms.

Such litigation may also have an adverse effect on customer

relationships.

In other cases, other companies have commenced and may

continue to commence actions against us seeking to challenge

the validity of our intellectual property, including our patents,

or to contest our licensing practices or file competition law

complaints with courts or competition authorities. In the event

that one or more of our patents is challenged, a court may

invalidate the patent or determine that the patent is not

enforceable. The outcome of court proceedings is difficult

to predict and, consequently, our ability to use intellectual

property for revenue generation may from time to time

depend on favorable court rulings. Additionally, if any of our

patents is invalidated, or if the scope of the claims in any

patents is limited by a court decision, we could be prevented

from using such patents as a basis for product differentiation

or from licensing the invalidated or limited portion of our IPR.

Even if such a patent challenge is not successful, the related

proceedings could be expensive and time-consuming, divert

the attention of our management and technical experts from

our business and have an adverse effect on our reputation.

Any diminution in the protection of our IPR could cause us to

lose certain benefits of our R&D investments.

While the primary source of Nokia Technologies business

group net sales and profits is licensing of the Nokia patents,

we are also engaged with licensing of technologies, as

well as with other business ventures, including technology

innovation and incubation. Expected net sales and

profitability for these businesses may not materialize

as planned or, for some of these businesses, at all.

There can be no assurances that our Nokia Technologies

business group, or any other part of Nokia, will be successful

in innovation and incubation or in generating net sales and

profits through its business plans, for instance, in patent and

technology licensing. The industries in which we operate, or

may operate in the future, are generally fast paced, rapidly

evolving, innovative and at different levels of maturity.

Additionally, we are entering into new business areas based on

our technology assets and may explore new business ventures.

Such business areas or plans may be adversely affected by

adverse industry and market developments in the numerous

diverse markets in which we operate, and the investments we

make may not achieve the targeted scale, intended benefits or

yield expected rates of return.

Our products, services and business models depend on

technologies that we have developed as well as technologies

that are licensed to us by certain third parties. As a result,

evaluating the rights related to the technologies we use or

intend to use is increasingly challenging, and we expect to

continue to face claims that we have allegedly infringed third

parties’ IPR. The use of these technologies may also result in

increased licensing costs for us, restrictions on our ability to

use certain technologies in our products and/or costly and

time-consuming litigation.

Our products and services include increasingly complex

technologies that we have developed or that have been

licensed to us by certain third parties. The amount of such

proprietary technologies and the number of parties claiming

to own relevant IPR continue to increase. The holders of

patents and other IPR potentially relevant to these complex

technologies may be unknown to us, may have different

business models, may refuse to grant licenses to their

proprietary rights or may otherwise make it difficult for us to

acquire a license on commercially acceptable terms. If licensing

agreements are not available on commercially acceptable

terms, we could be precluded from making and selling the

affected products or could face increased licensing costs.

As new features are added to our products, we may need to

acquire further licenses, including from new and sometimes

unidentified owners of intellectual property. The lack of

availability of licenses for copyrighted content, delayed

negotiations or restrictive IPR license terms may have a

material adverse effect on the cost or timing of content-

related services and products offered by us, mobile network

operators or third-party service providers. The cumulative

costs of obtaining any necessary licenses are difficult to predict

and may be significant.

Additionally, although we endeavor to ensure that we and the

companies collaborating with us possess appropriate IPR or

licenses, we cannot fully avoid the risks of IPR infringement by

suppliers of components, processes and other various layers

in our products, or by companies with which we collaborate.

Similarly, we and our customers may face claims of

infringement in connection with the use of our products.

Any restrictions on our ability to sell our products due to

expected or alleged infringements of third-party IPR and any

IPR claims, regardless of merit, could result in a material loss

of profits, costly litigation, the obligation to pay damages and

other compensation, the diversion of the attention of our key

employees, product shipment delays or the need for us to

develop non-infringing technology or to enter into a licensing

agreement on unfavorable commercial terms.

In line with standard practice in our industry, we generally

indemnify our customers for certain intellectual property-

related infringement claims initiated by third parties relating

to products or services purchased from us. These may include

claims from non-practicing entities having no product or

service business. If such claims are made directly against our

customers, we may in certain cases have limited opportunities

to participate in the process addressing such claims including in

negotiations and in defenses, or to evaluate the outcomes and

resolutions in advance. All IPR indemnifications can result in

significant payment obligations for us that are difficult to

estimate in advance. Moreover, our indemnification

responsibilities typically arise whether or not the IPR assertions

against our customers have merit.

Since all technology standards that we use and rely on,

including mobile communication technologies such as the

Universal Mobile Telecommunications System (UMTS), Long-

Term Evolution (LTE) and 5G, or fixed line communication

technologies, include certain IPR, we cannot avoid risks of

facing claims for infringement of such rights due to our reliance

on such standards. We believe the number of third parties

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Risk factors continued

declaring their patents to be potentially relevant to these

standards is increasing, which may increase the likelihood

that we will be subject to such claims in the future. As the

number of market entrants and the complexity of technologies

increase, it remains likely that we will need to obtain licenses

with respect to existing and new standards from other

licensors. While we believe most of such IPR actually found to

be essential to a particular standard carries an obligation to

be licensed on fair, reasonable and non-discriminatory terms,

not all intellectual property owners agree to apply such terms,

nor do all owners agree on what is fair, reasonable and non-

discriminatory. As a result, we have experienced costly and

time-consuming litigation proceedings against us and our

customers or suppliers over such issues, and we may continue

to experience such litigation in the future.

From time to time, certain existing patent licenses may expire

or otherwise become subject to renegotiation. The inability to

renew or finalize such arrangements or renew licenses with

acceptable commercial terms may result in litigation, which

may be expensive and time-consuming and divert the efforts

of our management and technical experts from our business

and, if decided against us, could result in unfavorable judgments

or restrictions on our ability to sell certain of our products

or require us to pay increased licensing fees, fines or other

penalties and expenses, and/or to enter into costly settlements.

Our patent license agreements may not cover all the future

businesses that we may enter, our existing business may not

necessarily be covered by our patent license agreements if

there are changes in our corporate structure or our subsidiaries,

or our newly acquired businesses may already have patent

license agreements with terms that differ from similar terms in

our patent license agreements. This may result in increased

costs, restrictions in the use of certain technologies or time-

consuming and costly disputes whenever there are changes in

our corporate structure or our subsidiaries, or whenever we

enter into new business areas or acquire new businesses.

We make accruals and provisions to cover our estimated total

direct IPR costs for our allegedly infringing products. Our

estimated total direct IPR costs take into account items such

as payments to licensors, accrued expenses under existing

agreements and provisions for potential liabilities. We believe

our accruals and provisions are at an appropriate level. The

ultimate outcome, however, may differ from the provided level,

which could have an adverse impact on us.

Risks stemming from geopolitical, legal, regulatory

and compliance environment

Current international trends show increased enforcement

activity in areas such as national security, competition law,

export control and sanctions, privacy, cybersecurity, climate

change, human rights and anti-corruption. Furthermore, we

have observed an increase in the adoption of surveillance, data

localization, national sourcing and national hiring requirements,

regulations and policies, as well as regulators’ increased

interest in regulatory reform and reorganization and their

growing appetite for tackling topics such as non-personal data,

artificial intelligence, open access and net neutrality.

We conduct our business globally, being subject to direct

and indirect regulation and exposed to geopolitical and

regulatory risks, such as complex regulatory frameworks,

unfavorable or unpredictable treatment in relation to trade

sanctions, tariffs, tax matters and export controls (such as

the changes in the U.S. and international trade policies,

including the export and import controls and laws,

particularly with regard to China, Mexico and Canada),

exchange controls and other restrictions. We are also

exposed to geopolitical conflicts and military actions, labor

unrest, civil unrest, and public security and safety threats.

These all could have a material adverse effect on us and our

supply chain and our ability to sell or supply products and

services, including network infrastructure equipment and

components manufactured in such countries.

We have witnessed political unrest and open conflicts in the

past in various markets in which we conduct business or in

which we have operations, which have adversely affected our

sales, profitability or operations in these markets, including

the safety and security of our employees, and also in certain

cases affected us outside these countries or regions. Any

reoccurrence or escalation of such unrest could have a further

material adverse effect on our people, sales or results of

operations. For instance, an expansion of the current tensions

in the Middle East with open conflict between sovereign states

in the region or any further deterioration of the security

situation in countries in the Sahel and West Africa, could impact

our business on multiple levels such as market access over

supply chain, general economic developments, security and

safety of our operations in concerned countries, potential

sanctions or boycotts, and reputational impacts. Escalating

tensions in East Asia and territorial disputes by the South China

Sea could lead to various risks, including short- or long-term

supply chain disruptions from Taiwan. Should we decide to exit

or otherwise alter our presence in a particular market, this may

have an adverse effect on us through, for example, disruption

to our operations in the event we need to relocate significant

parts of our operations, triggered investigations, tax audits by

authorities, claims by contracting parties or reputational damage.

At Nokia, we make our sales in a transparent, regulated and

compliant manner and in accordance with applicable laws and

regulations. Notwithstanding our compliance measures, there

exists a risk that the equipment we sell may subsequently be

misused, relocated or resold without our knowledge or consent.

The results and costs of investigations or claims against

our international operations may be difficult to predict and

could lead to lengthy disputes, fines or fees, indemnities or

costly settlements.

The regulatory, trade controls and sanctions legal environment

can be difficult to navigate for companies with global

operations, impacting ability to grow or maintain business in

specific markets or enter new markets. As a global operator,

Nokia conducts business subject to export controls regulations

and in countries subject to various sanctions and our business

may be impacted by new, existing or tightened export control

regulations, sanctions, embargoes or other forms of economic

and trade restrictions imposed on certain countries, regions

and entities. Although we strive to conduct all operations of

Nokia, and in particular any operations undertaken in countries

targeted by sanctions, in accordance with our compliance

program, we cannot ensure that breaches will not occur.

Export controls, tariffs or other fees or levies imposed on

our products and environmental, health, product safety,

data protection and security, consumer protection, money

laundering and other regulations that adversely affect the

export, import, technical design, pricing or costs of our

products could adversely affect our sales and results of

operations. Further, we rely on multilateral trade regimes

to help ensure a balanced playing field. Conflicts between

countries and geopolitical tensions may lead to implementation

of multiple and possibly conflicting unilateral measures or

uncertainties impacting trade of products and services and

which may also affect our customers’ ability or willingness to

invest in capital expenditures and increase our costs or have

adverse impacts on our operations and supply chain. For

instance, we use products, components and sub-assemblies

that are sourced from China, Mexico and Canada and are

therefore subject to risks associated with international trade

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Risk factors continued

conflicts including between the U.S. and such countries,

particularly with respect to export and import controls and

laws. Furthermore, President Trump has spoken regularly about

his desire to implement additional tariffs on foreign products.

Rising political tensions could reduce trade volume, investment,

technological exchange and other economic activities between

major international economies, resulting in a material adverse

effect on global economic conditions and the stability of global

financial markets. Additionally, increasing tariffs could impact

raw material prices, the cost of component parts and

transportation. Any of the foregoing could have an adverse

effect on our business, prospects, financial condition and

results of operations.

We have a significant presence in emerging markets in which

the political, economic, legal and regulatory systems are less

predictable than in countries with more developed institutions.

These markets represent a significant portion of our total

sales, and a significant portion of expected future industry

growth. Most of our suppliers are located in, and our products

are manufactured and assembled in, emerging markets,

particularly in Asia. Our business and investments in these

markets may be subject to risks and uncertainties, including

unfavorable or unpredictable treatment in relation to tax

matters, exchange controls, restrictions affecting our ability to

make cross-border transfers of funds, regulatory proceedings,

unsound or unethical business practices, challenges in

protecting our IPR, information security, nationalization,

inflation, currency fluctuations or the absence of or

unexpected changes in regulation, as well as other

unforeseeable operational risks.

Our business and results of operations may be adversely

affected by regulation favoring the local industry participants,

as well as other measures with potentially protectionist

objectives or outcomes that host governments in various

countries may take, including the introduction of local technical

standards that divert from the globally adopted standards.

Governments and regulators, particularly after changes in

political regimes, may make legal and regulatory changes, slow

down or reverse the adoption of favorable policy measures,

or interpret and apply existing laws in ways that make our

products and services less appealing to customers or require

us to incur substantial costs, change our business practices

or prevent us from offering our products and services. In

particular, there is a growing trend in many countries to require

minimum local content in products and/or services, and we

may be required to invest in certain movement of operations

or joint ventures to retain market share. Restrictive

government policies or actions, such as the ones we saw in

relation to the COVID-19 pandemic, or limitations on visas

or work permits for certain foreign workers, may make it

difficult for us to move our employees into and out of these

jurisdictions. Our operations as well as employee recruitment

and retention depend on our ability to obtain the necessary

visas and work permits for our employees to travel and work in

the jurisdictions in which we operate. The impact of changes in

or uncertainties related to general regulation and trade policies

could adversely affect our business and results of operations

even in cases where the regulations do not directly apply to us

or our products and services.

Changes in various existing regulations or in their application

and emerging new regulation in areas such as security,

privacy, artificial intelligence, digital economy and

sustainability, including rolling back, variation and divergence

of certain legislative acts, impacting current or new

technologies, products or telecommunications and

technology sectors in general, may adversely affect our

operations and business results.

We develop our products based on existing regulations and

technical standards. In the case of new technology, we must

often rely on our predictions for and interpretation of

unfinished technical standards and upcoming or draft

regulations or, in certain cases, have products developed

in the absence of applicable regulations and standards.

Fragmentation of rules, lengthy legislative processes and

unpredictability of regulatory changes present a particular

challenge. Due in part to this fragmentation, we face a risk in

the inability to meet regulatory or market expectations on

security and privacy in our products and services, and

perceived or actual breaches of our information systems or

customer information systems if fault is attributable to Nokia.

An increase in regulation of the digital economy and

telecommunications following the European Commission’s

ambitious Green Deal and Path to Digital Decade could fail to

find the right balance between political ambitions and practical

considerations, which might negatively affect Nokia and have

a stifling effect on innovation due to strict product liability

requirements, limits on the use of data, and extensive due

diligence and reporting requirements. From a spectrum policy

perspective, unrealistic spectrum pricing, failure to enable

access to additional spectrum in various bands and/or failure

to achieve frequency band harmonization could also adversely

impact Nokia’s customers and Nokia itself.

New development and changes in applicable data and privacy-

related regulatory frameworks, such as the EU General Data

Protection Regulation (GDPR), the EU Data Act and the recent

adoption of EU AI Act, eEvidence Regulations and the upcoming

ePrivacy Regulations, including similar regulations in other

countries and their application may adversely affect our

business, including possible changes that increase costs, limit

or restrict possibilities to offer products or services, or reduce

or could be seen to reduce the privacy aspects of our offerings.

For instance, countries could require governmental

interception capabilities or issue regulations aimed at allowing

direct governmental access to data for the products and

services we offer. Such requirements or regulations could

adversely affect us, if, among other things, we decide to reduce

our sales to such markets, or if such requirements or

regulations would be limiting our ability to use components,

products or software that we have developed or sourced from

other companies.

Our current business models and operations rely on certain

centralized data processing solutions and cloud or remote

delivery-based services for distribution of services and

software or data storage, which have certain inherent risks,

including those stemming from applicable regulatory regimes,

including data protection or data localization, that may

cause limitations in implementing such business models or

conducting business. An increase in the protectionist stances

of governments around the world, which impact the free flow

of data across borders, has already affected and may further

affect our global service delivery model. Furthermore, we

observe that enforcement actions and investigations by

regulatory authorities related to data security incidents and

privacy violations continue to increase. Unauthorized

disclosure, transfer or loss of sensitive or confidential data,

whether through systems failure, employee negligence, fraud

or misappropriation, by us, our vendors or other parties with

whom we do business (if they fail to meet the standards we

impose) could subject us to significant litigation, monetary

damages, regulatory enforcement actions, fines and criminal

prosecution in one or more jurisdictions. In addition, our

involvement in defense related projects lead to applicability

of defense industry regulations.

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Risk factors continued

In addition to the existing data protection regulations, we

recognize the increasing importance of security regulations

that impact various aspects of our operations. These

regulations are not limited to data protection but also

encompass network security, product compliance, and

associated costs. Recent regulatory moves in various

jurisdictions highlight the need for compliance with security

standards that affect our product lines and operational

decisions. These regulations may lead to increased costs and

complexities due to the lack of harmonization across different

jurisdictions. While these regulations may not directly impact

us at present, they have indirect effects on our business

operations and strategic planning.

Artificial intelligence has the potential to revolutionize our

operations by providing valuable tools that augment our

capabilities and enable the delivery of higher-performing

products and services. By leveraging AI, we can efficiently and

reliably process large volumes of data, automate tasks that are

too complex or time-consuming to perform manually, and

unlock new insights that inform our decision making. While AI

adoption offers numerous benefits, it also presents several

risks and challenges. One of the main risks is the potential for

non-responsible use of AI, which could lead to non-compliance

with relevant regulations, such as the new EU AI Act, loss

of sensitive data or intellectual property, or inadvertent

infringement of third-party rights. Additionally, careless

use of AI can lead to errors in work product and create new

vulnerabilities in our systems, which could be exploited by

malicious actors, leading to data breaches or other security

incidents. Another risk associated with AI is the potential for

bias in AI decision making. AI systems can perpetuate existing

biases and discriminatory practices, which could lead to unfair

treatment of customers or employees. Furthermore, the

regulatory landscape around artificial intelligence is evolving

and there is a risk that regulation outside the EU may be less

robust and more permissive, which could reduce our innovative

agility and competitiveness.

We are seeing an increase in climate and other sustainability-

related regulations and customer requirements globally. In the

longer term, such regulations or requirements could impact,

for instance, our energy, component and logistic costs or

competitiveness of our product offering, as well as affect

availability of financing from ESG-focused investors or

financial institutions. Changes to existing regulation related

to Sustainable Finance, such as the EU Taxonomy Regulation

and its delegated acts, the new EU Corporate Sustainability

Reporting Directive and the related delegated acts, as well as

recently set regulations such as the EU Carbon Border

Adjustment Mechanism Regulation, the EU Corporate Due

Diligence Directive, the US SEC Climate Disclosure Rule, the

California Corporate Data Accountability Act and the Climate

Related Financial Risk Act will lead to more detailed reporting

obligations, controls and documentation requirements and

could also affect our ability to work with certain suppliers, as

well as have an impact on how our products and sustainability

footprint are perceived by the markets. For example, the EU

Taxonomy Regulation aims to define rules for which economic

activities contribute to sustainability objectives and mandates

companies to report the share of their turnover, capital

expenses and operating expenses aligned with specified

technical criteria. If our business activities do not meet all the

technical criteria as defined in the EU Taxonomy Regulation, or

if our offering is not recognized by other similar standards

developed around the world, it could potentially have some

impact on our financing costs, share price or brand value in the

longer term, depending on how such standards are interpreted

and used by the markets, financial institutions and investors in

the future.

We operate in many jurisdictions around the world, and

we are subject to various legal frameworks addressing

corruption, fraud, competition, privacy, security, trade

policies, environment, human rights, supply chains and

other risk areas. At any given time, we may be subject

to inspections, investigations, claims, and government

proceedings, and the extent and outcome of such

proceedings may be difficult to estimate with any certainty.

We may be subject to material fines, penalties and other

sanctions as a result of such investigations.

Bribery and anti-corruption laws in effect in many countries

prohibit companies and their intermediaries from making

improper payments to public officials or private individuals for

the purpose of obtaining new business, maintaining existing

business relationships or gaining any business advantage.

Certain anti-corruption laws such as the United States Foreign

Corrupt Practices Act (FCPA) also require the maintenance of

proper books and records, and the implementation of controls

and procedures in order to ensure that a company’s operations

do not involve corrupt payments. Since we operate throughout

the world and given that some of our customers are

government-owned entities and that our projects and

agreements often require approvals from public officials,

there is a risk that our employees, suppliers or commercial

third-party representatives may take actions that are in

violation of our compliance policies and of applicable anti-

corruption laws.

In many parts of the world where we operate, local practices

and customs may be inconsistent with our policies, including

the Nokia Code of Conduct, and could violate anti-corruption

laws, including the FCPA and the UK Bribery Act 2010, and

applicable European Union regulations, as well as applicable

economic sanctions, embargoes and applicable competition

and privacy laws. Our employees, or other parties acting on

our behalf, could violate policies and procedures intended to

promote compliance with anti-corruption laws, economic

sanctions, competition or privacy laws or other applicable

regulations. Violations of these laws by our employees or other

parties acting on our behalf, regardless of whether we had

participated in such acts or had knowledge of such acts, could

result in us or our employees becoming subject to criminal

or civil enforcement actions, including fines or penalties,

disgorgement of profits and suspension or disqualification of

sales. Additionally, violations of law or allegations of violations

may result in reputational harm and loss of business and

adversely affect our brand and reputation. Detecting,

investigating and resolving such situations may also result

in significant costs, including the need to engage external

advisers, and consume significant time, attention and

resources from our management and other key employees.

The results and costs of such investigations or claims may be

difficult to predict and could lead to, for instance, lengthy

disputes, fines, fees or indemnities, costly settlement or the

deterioration of the Nokia brand. Furthermore, even without

allegations of misconduct against us, our employees or other

parties acting on our behalf, we may face loss of business as

a result of improper conduct or alleged improper conduct by

our competitors.

As part of mergers and acquisitions, we may be subject to

claims, fines, investigations or assessments for conduct that we

failed to or were unable to discover or identify in the course of

performing our due diligence, including unknown or unasserted

liabilities and issues relating to fraud, trade compliance, non-

compliance with applicable laws and regulations, improper

accounting policies or other improper activities.

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Risk factors continued

We are subject to litigation proceedings, which may be

disruptive and expensive. In addition, an unfavorable

outcome of litigation, arbitration, agreement-related

disputes or product liability-related allegations against

our business could have a material adverse effect on us.

We are a party to lawsuits, arbitration proceedings, agreement-

related disputes and product liability-related allegations in

the normal course of our business. Litigation, arbitration or

agreement-related disputes can be expensive, lengthy and

disruptive to normal business operations and divert the efforts

of our management. Moreover, the outcomes of complex legal

proceedings or agreement-related disputes are difficult to

predict. An unfavorable resolution of a particular lawsuit,

arbitration proceeding or agreement-related dispute could

have a material adverse effect on us.

Although our products are designed to meet all relevant

safety standards and other recommendations and regulatory

requirements globally, we cannot guarantee we will not become

subject to product liability claims or be held liable for such

claims, which could have a material adverse effect on us. We

have been involved in several lawsuits alleging adverse health

effects associated with our products, including those caused by

electromagnetic fields, and the outcome of such procedures is

difficult to predict, including potentially significant fines or

settlements. Even a perceived risk of adverse health effects of

mobile devices or base stations could have a material adverse

effect on us, for instance, through a reduction in the demand

for mobile devices, and a decreased demand for mobile networks

or increased difficulty in obtaining sites for base stations.

We record provisions for pending claims when we determine

that an unfavorable outcome is likely and the loss can

reasonably be estimated. Although we believe our provisions

for pending claims are appropriate, due to the inherent

uncertain nature of legal proceedings, the ultimate outcome or

actual cost of settlement may materially differ from estimates.

For a more detailed discussion of litigation to which we are a

party, refer to Note 6.1. Commitments, contingencies and legal

proceedings, in our consolidated financial statements.

Our governance, internal controls and compliance processes

could fail to detect errors or wrongdoings and to prevent

regulatory penalties at corporate level, in operating

subsidiaries and joint ventures.

Nokia is a publicly listed company and, as such, subject to

various securities, reporting and accounting rules and

regulations. For instance, we must monitor and assess our

internal control over financial and sustainability reporting

and the compliance of those with the applicable rules and

regulations. Furthermore, the maturity of our internal control

over sustainability reporting is still to reach the level of internal

control over financial reporting. A failure of our corporate

functions, our business groups, our operating subsidiaries or

our joint ventures to maintain effective internal control over

financial and sustainability reporting, or to comply with the

applicable securities, reporting and accounting rules and

regulations, could adversely affect the accuracy and timeliness

of our financial reporting, which could result, for instance, in

loss of confidence in us or in the accuracy and completeness

of our financial reports and the Sustainability Statement,

or otherwise in the imposition of fines or other regulatory

measures, which could have a material adverse effect on us.

Integrity and high ethical standards are an essential part of

our culture. However, despite our Group-wide compliance

measures, including ethical business trainings and other

actions (including towards our suppliers), we may not be able

to prevent breaches of law or governance standards within our

business, subsidiaries, joint ventures or in our supply chain.

If we fail to or are unable to comply with applicable law and

regulations, we could experience penalties and adverse rulings

in enforcement and other proceedings.

We are involved in joint ventures and other affiliated

companies with their own governance and system

infrastructure and are exposed to risks inherent to

companies under joint management or not having direct

management control.

We have a number of joint ventures, including those where

Nokia is the minority partner, and other affiliated companies

with their own governance and system infrastructure where

Nokia does not have direct management control. The

agreements related to our joint ventures may require

unanimous consent or the affirmative vote of a qualified

majority of the shareholders to take certain actions, thereby

possibly slowing down the decision-making process or

impairing our ability to implement our key policies and

practices, such as our compliance processes and culture, in a

comprehensive or timely manner. In addition, joint venture

companies and other affiliated companies having their own

governance and system infrastructure, such as our local service

companies focusing on networks field services, involve inherent

risks such as those associated with a complex corporate

governance structure, lack of transparency or uniform controls

and procedures and consequent risks of compliance breaches

or other similar issues, or issues in dissolving such entities or

divesting their shareholdings, assets and liabilities, and may

also involve negative public perceptions caused by the joint

venture partner that are adverse to us.

Financial and tax-related uncertainties

We have operations in many countries with different tax laws

and rules, which may result in complex tax issues and disputes.

Taxation or other fees collected by governments or

governmental agencies may result in unexpected payment

obligations, and in response to prevailing difficult economic

conditions in the public sector, coupled with already enacted

and proposed fundamental changes in international tax

regulations, there may be an increased aggressiveness in

collecting such fees or taxes. We may be obliged to pay

additional taxes for past periods as a result of changes in law,

or changes of tax authority practice or interpretation (possibly

with retroactive effect in certain cases), or inaccurate

interpretations of tax laws by us resulting potentially in a

material adverse effect on our cash flow and financial position.

In particular, potential changes in reallocation of taxing rights

and other fundamental international tax principles, the OECD

Pillar project and digital business-related initiatives, our wide

geographical footprint of operations and activities and changes

in tax laws or global laws regarding transfer pricing could

adversely impact our business, operating results and overall

tax burden. There may also be unforeseen tax expenses that

turn out to have an unfavorable impact on us, adverse tax

consequences related to past acquisitions and divestments,

and potential tax liabilities that we are currently not aware of.

As a result, and given the inherently unpredictable nature of

taxation, our tax rate may change from its current level and

our cash flows regarding taxes may not be stable.

As a company with global operations, we are subject to tax

investigations in various jurisdictions, and such proceedings can

be lengthy, involve actions that can hinder local operations and

affect unrelated parts of our business, and the outcome of

such proceedings is difficult to predict. While we have made

provisions for certain tax issues, the provisions we have made

may not be adequate to cover such increases.

In the context of our sale of the Devices & Services business to

Microsoft, we are required to indemnify Microsoft for certain

tax liabilities, including (i) tax liabilities of the Nokia entities

acquired by Microsoft in connection with the closing of the sale

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Risk factors continued

of the Devices & Services business; (ii) tax liabilities associated

with the assets acquired by Microsoft and attributable to tax

periods ending on or prior to the closing date of the sale of the

Devices & Services business; and (iii) tax liabilities relating to

the pre-closing portion of any taxable period that includes the

closing date of the sale of the Devices & Services business.

Our actual or anticipated performance, among other factors,

could reduce our ability to utilize our tax attributes and

deferred tax assets.

Deferred tax assets recognized on tax losses, unused tax

credits and tax-deductible temporary differences are

dependent on our ability to offset such items against future

taxable income within the relevant tax jurisdiction. Such

deferred tax assets are also based on our assumptions on

future taxable earnings, and these may not be realized as

expected which may cause the deferred tax assets to be

materially reduced. Any such reduction could have a material

effect on us. As an example, Nokia derecognized EUR 2.9 billion

deferred tax assets related to Finland in 2020 and

re-recognized EUR 2.5 billion of deferred tax assets related

to Finland in 2022. Additionally, our earnings have been

unfavorably affected in the past, and may continue to be in

the future, in the event that no tax benefits are recognized

for certain deferred tax items.

We may not have access to sources of funding on favorable

terms, or at all.

In periods when the capital and credit markets experience

significant volatility, the amounts, sources and cost of capital

available to us may be adversely affected. Deteriorating

economic conditions or financial uncertainty in any of the

markets in which we sell our products could reduce business

confidence and adversely impact spending patterns, and

thereby could adversely affect the amounts, sources and cost

of capital available to us. Our business requires a significant

amount of cash as we continue to invest in our R&D and other

future capabilities. We rely on multiple sources of funding for

short-term and long-term capital and aim to minimize the

liquidity risk by maintaining a sufficient cash position and

having committed credit lines in place. However, if economic

conditions deteriorate or the credit market tightens, there can

be no assurances that we will be able to generate sufficient

amounts of capital or to maintain an efficient capital structure

from time to time.

We also may not be able to have access to additional sources

of funds that we may need from time to time with reasonable

terms, or at all. If we cannot access capital or sell receivables

on a commercially viable basis, our business, financial condition

and cash flow could materially suffer.

We may not be able to maintain our investment grade

credit ratings

Moody’s, S&P Global Ratings, Fitch and other credit rating

agencies have assigned credit ratings to us. Our goal is to

maintain our investment grade credit ratings. However, there

can be no assurances that we will be able to maintain our

current investment grade credit ratings.

In the event our credit rating is downgraded, it could have a

material adverse effect, for instance, on our cost of funds

and related margins, our business and results of operations,

financial condition, liquidity, or access to capital markets.

Due to our global operations, our net sales, costs and results

of operations, as well as the US dollar value of our dividends

and market price of our ADSs, are affected by exchange

rate fluctuations.

We operate globally and are therefore exposed to foreign

exchange risks in the form of both transaction risks and

translation risks. Our policy is to monitor and hedge foreign

exchange rate exposures within defined exposure identification

horizons. We manage our operations to mitigate, but not to

eliminate, the impacts of exchange rate fluctuations and our

hedging activities may prove unsuccessful in mitigating the

potentially negative impact of exchange rate fluctuations.

Additionally, significant volatility in the relevant exchange rates

and interest rates may increase our hedging costs, as well

as limit our ability to hedge our exchange rate exposures

including, in particular certain emerging market currencies.

Furthermore, exchange rate fluctuations may have an adverse

effect on our net sales, costs and results of operations,

as well as our competitive position, through their impact

on our customers, suppliers and competitors.

We also experience other financial market-related risks,

including changes in interest rates and in prices of marketable

securities that we own. We may use derivative financial

instruments to reduce certain of these risks. If our strategies

to reduce such risks are not successful, our financial condition

and results of operations may be harmed.

Additionally, exchange rate fluctuations may materially affect

the US dollar value of any dividends or other distributions that

are paid in euro, as well as the market price of our ADSs.

Our pension and other post-employment benefit obligations

are subject to numerous factors that could result in a need

for increased funding, adversely affecting our results of

operations and cash flow.

We are exposed to various employee cost-related risks,

including those related to pension, and other post-

employment benefits (OPEB). In the US, we maintain significant

employee pension benefit plans and a significant retiree

welfare benefit plan (providing post-employment healthcare

benefits and post-employment life insurance coverage).

Outside the US, we contribute to pension schemes for large

numbers of current and former employees. The US and non-US

plans and schemes have funding requirements that depend on,

among other things, various legal requirements, how assets

set aside to pay for those obligations are invested, the

performance of financial markets, interest rates, assumptions

regarding the life expectancy of covered employees and

retirees, and medical cost inflation and medical care utilization.

To the extent that any of those variables change, the funding

required for those plans and schemes may increase, adversely

affecting our results of operations and cash flow.

The most significantly underfunded plans are in Germany

which do not currently have minimum regulatory funding

requirements. With respect to other significantly underfunded

plans, there are the OPEB plans in the US where Nokia is able to

fund the liabilities by utilizing IRC Section 420 transfers from

the US pension surplus up until 2032. More details about these

plans can be found in Note 3.4. Pensions and other post-

employment benefits in our consolidated financial statements.

The carrying amount of our goodwill may not be recoverable.

We assess the carrying amount of goodwill annually, or more

frequently if events or changes in circumstances indicate that

such carrying amount may not be recoverable. We assess the

carrying amount of other identifiable assets if events or

changes in circumstances indicate that their carrying amounts

may not be recoverable, for instance, if we would not generate

revenues from our businesses as anticipated, or if our

businesses would not generate sufficient positive operating

cash flows. These, or other factors, may lead to a decrease in

the value of our assets, including intangible assets and the

goodwill attributed to our businesses, resulting in impairment

Nokia Annual Report on Form 20-F 2024

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Risk factors continued

charges that may adversely affect our net profit for the year.

While we believe the estimated recoverable values are

reasonable, actual performance in the short and long term

and our assumptions on which we base our calculations could

materially differ from our forecasts, which could impact future

estimates of our businesses’ recoverable values, and may

result in impairment charges.

Risks associated with ownership of our shares

The amount of dividend and/or repayment of capital and

other profit distributions such as share buybacks to

shareholders for each financial period is uncertain.

As announced on 30 January 2025, our Board proposes that

the Annual General Meeting 2025 authorizes the Board to

resolve on the distribution of an aggregate maximum of

EUR 0.14 per share as dividend from the retained earnings

and/or as assets from the reserve for invested unrestricted

equity in respect of financial year 2024.

Our Annual General Meeting 2024, held on 3 April 2024,

authorized the Board to resolve on the distribution of an

aggregate maximum of EUR 0.13 per share as dividend from

the retained earnings and/or as assets from the reserve

for invested unrestricted equity in respect of the financial

year 2023.

Furthermore, in the first quarter of 2024, under the

authorization granted to the Board by the Annual General

Meeting 2023, we announced a share buyback program to

repurchase shares to return up to EUR 600 million of cash to

shareholders in tranches over a period of two years. The

program was launched in March 2024, and it was accelerated in

July by increasing the number of shares to be repurchased

during the year 2024. The whole EUR 600 million program was

completed in November 2024. Additionally, in November 2024,

the Board initiated a share buyback program under the

authorization granted by the Annual General Meeting 2024

to offset the dilutive effect of the Infinera acquisition. The

program targets to repurchase 150 million shares for an

aggregate purchase price not exceeding EUR 900 million.

The repurchases commenced in November 2024 and will end

latest by 31 December 2025.

We cannot assure that we will distribute dividends and/or

capital repayments on the shares issued by us, nor is there any

assurance as to the amount of any dividend and/or repayment

of capital we may pay, including but not limited to situations

where we make commitments to increase our dividends.

Neither can we guarantee that we finalize the announced

share buyback program. The payment and the amount of any

dividend and/or repayment of capital as well as additional share

buyback programs is subject to the discretion of the general

meeting of our shareholders and our Board, and will depend

on available cash balances, expected cash flow generation,

anticipated cash needs, retained earnings, the results of

our operations and our financial condition and terms of

outstanding indebtedness, as well as other relevant factors

such as restrictions, prohibitions or limitations imposed by

applicable laws. Further, even if any conditions or factors

covering the issuance or distribution of dividends are met,

the Board or the shareholders have in the past decided, and

may going forward decide, not to issue or distribute dividends

or initiate additional buyback programs.

Our share and/or ADS price may be volatile and subject to

fluctuations.

Our share and/or ADS price may be volatile and could be

subject to fluctuations in response to various factors, some

of which are beyond our control. In addition to the factors

described in this “Risk Factors” section, other factors that

could cause fluctuations in our share price include, among

others, high volatility in the securities markets generally and

volatility in telecommunications and technology companies’

securities in particular, trading volumes, speculation in the

media or retail or institutional investment communities

regarding the Company and our prospects, future

developments in our industry and competitors, our financial

results and the expectations of financial analysts, as well as

the timing or content of any public communications, including

reports of operating results, by us or our competitors. Further,

factors in the public trading market for our stock may produce

price movements that may or may not comport with macro,

industry or company-specific fundamentals, including, without

limitation, the sentiment of retail investors (including as may be

expressed on financial trading and other social media sites and

online forums), the direct access by retail investors to broadly

available trading platforms, the amount and status of short

interest in our securities, access to margin debt, trading in

options and other derivatives on our common stock and any

related hedging and other trading factors.

The capital markets have experienced extreme volatility that

has often been unrelated to the operating performance of

particular companies. In addition, in the past, following periods

of volatility in the market price of a company’s securities,

stockholders often institute securities class action litigation

against that company. This type of litigation could result in

substantial costs and divert our management’s attention and

resources, which could have a material adverse effect on our

cash flows, our ability to execute our business strategy and our

ability to make distributions to our stockholders.

Requirement for non-Finnish shareholders to provide

detailed information to obtain advantageous withholding tax

treatment for dividends.

As described in more detail under “General facts on Nokia–

Taxation”, non-Finnish shareholders are required to provide

certain information in order to benefit from the reduced

dividend withholding tax rates set out in the applicable tax

treaties. Furthermore, custodians are required to fulfill certain

strict requirements, take over certain responsibilities and

assume liability for incorrectly applied withholding tax, or a

higher withholding tax rate will apply. Such requirements

will likely impose an additional administrative burden on

shareholders or result in the higher withholding rate

becoming applicable for non-Finnish shareholders.

Nokia Annual Report on Form 20-F 2024

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Significant subsequent events

Significant subsequent events

Change of President and CEO

On 10 February 2025, Nokia announced its President and CEO,

Pekka Lundmark, will step down effective 31 March 2025. The

Board of Directors has appointed Justin Hotard as the next

President and CEO. He will start in his new role on 1 April 2025.

Mr. Lundmark will stay on as an advisor to Mr. Hotard until the

end of the year to ensure a smooth transition.

Mr. Hotard joins Nokia with more than 25 years’ experience

with global technology companies, driving innovation,

technology leadership and delivering revenue growth. He

currently leads the Data Center & AI Group at Intel. Prior to

this role, he held several leadership roles at large technology

companies, including Hewlett Packard Enterprise and

NCR Corporation.

Infinera acquisition

On 28 February 2025, Nokia completed the acquisition of

Infinera Corporation (Infinera), pursuant to the definitive

agreement announced on 27 June 2024. Infinera, the San Jose

based global supplier of innovative open optical networking

solutions and advanced optical semiconductors, has become

part of the Nokia group effective as of the closing with Nokia

holding 100% of its equity and voting rights. The acquisition

will significantly improve Nokia’s scale and profitability in optical

networks, and accelerate Nokia’s growth strategy in data

centers and strengthen its presence both in North America and

with webscale customers.

The aggregated consideration transferred of EUR 1.7 billion

is a combination of cash of EUR 1.1 billion and Nokia shares

in the form of American Depository Shares of EUR 0.6 billion,

corresponding to 127 434 986 shares. Additionally, the

acquisition resulted in a make whole conversion for Infinera’s

convertible senior notes in line with relevant bond indentures.

Following the ongoing conversion and subsequent observation

period for Nokia stock price, any surrendered notes are

expected to be settled in cash during the second quarter

of 2025.

Nokia will report the acquired business as part of its Network

Infrastructure segment.

Nokia Annual Report on Form 20-F 2024

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General facts

on Nokia

American Depositary Shares	120
Controls and procedures	120
Government regulation	121
Sales in United States-sanctioned countries	121
Taxation	122
Key ratios	125
Alternative performance measures	126

Nokia Annual Report on Form 20-F 2024

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General facts on Nokia

General facts on Nokia

American Depositary Shares

Fees and charges

ADS holders may have to pay the following service fees to the

Depositary:

Service	Fees, USD
Issuance of ADSs	Up to 5 cents per ADS(1)
Cancellation of ADSs	Up to 5 cents per ADS(1)
Distribution of cash dividends or other<br><br>cash distributions	Up to 2 cents per ADS
Distribution of ADSs pursuant to<br><br>(i) stock dividends, free stock<br><br>distributions or (ii) exercises of rights<br><br>to purchase additional ADSs	Up to 5 cents per ADS
Distribution of securities other than<br><br>ADSs or rights to purchase additional<br><br>ADSs	Up to 5 cents per ADS(1)
ADS transfer fee	1.50 cents per transfer(1)

(1)These fees are typically paid to the Depositary by the brokers on behalf of their

clients receiving the newly issued ADSs from the Depositary and by the brokers on

behalf of their clients delivering the ADSs to the Depositary for cancellation. The

brokers in turn charge these transaction fees to their clients.

Additionally, ADS holders are responsible for certain fees and

expenses incurred by the Depositary on their behalf and

certain governmental charges such as taxes and registration

fees, transmission and delivery expenses, conversion of foreign

currency and fees relating to compliance with exchange control

regulations. The fees and charges may vary over time.

In the event of refusal to pay the depositary fees, the

Depositary may, under the terms of the deposit agreement,

refuse the requested service until payment is received or may

set off the amount of the depositary fees from any distribution

to be made to the ADS holder.

Payments

In 2024, our Depositary made the following payments on our

behalf in relation to our ADS program:

Category	Payment, USD
Settlement infrastructure fees (including<br><br>the Depositary Trust Company fees)	935 600.91
Proxy process expenses (including<br><br>printing, postage and distribution)	1 555 337.94
Legal fees	167 439.00
NYSE listing fees	500 000.00
Investor relations expenses	—
Total	3 158 377.85

Additionally for 2024, our Depositary reimbursed us

USD 1 900 000 mainly related to contributions towards our

investor relations activities, including investor meetings and

conferences and fees of investor relations service vendors, and

other miscellaneous expenses related to the listing of our ADSs

in the United States.

Controls and procedures

Our management, with the participation of our President and

CEO and our Chief Financial Officer, conducted an evaluation

pursuant to Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act of 1934, as amended (the Exchange

Act), of the effectiveness of our disclosure controls and

procedures at 31 December 2024. Based on such evaluation,

our President and CEO and our Chief Financial Officer have

concluded that our disclosure controls and procedures

were effective.

Disclosure controls and procedures mean controls and other

procedures that are designed to ensure that information

required to be disclosed by us in the reports that we file or

submit under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in

the Commission’s rules and forms, and that such information

required to be disclosed by us in the reports that we file

or submit under the Exchange Act is accumulated and

communicated to our management, including our President

and CEO and our Chief Financial Officer, or persons performing

similar functions, as appropriate to allow timely decisions

regarding required disclosures.

Management’s annual report on internal control over

financial reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting

for Nokia. Our internal control over financial reporting is

designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation and fair

presentation of published financial statements. Because of its

inherent limitations, internal control over financial reporting

may not prevent or detect misstatements. Also, projections of

any evaluation of effectiveness to future periods are subject

to the risk that controls may become inadequate because of

changes in conditions, or that the degree of compliance with

the policies or procedures may deteriorate.

Our management evaluated the effectiveness of our internal

control over financial reporting using the criteria described in

Internal Control – Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway

Commission (COSO). Based on this evaluation, our

management has assessed the effectiveness of Nokia’s internal

control over financial reporting at 31 December 2024 and

concluded that such internal control over financial reporting

was effective.

The effectiveness of our internal control over financial

reporting at 31 December 2024 has been audited by Deloitte

Oy, an independent registered public accounting firm. Refer to

section “Reports of independent registered public accounting

firm”.

Changes in internal control over financial reporting

There have been no changes in our internal control over

financial reporting during 2024 that have materially affected,

or are reasonably likely to materially affect, our internal control

over financial reporting.

Nokia Annual Report on Form 20-F 2024

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General facts on Nokia continued

Attestation report of the registered public

accounting firm

Refer to section “Reports of independent registered public

accounting firm”.

Exchange controls

There are currently no Finnish laws that may affect the import

or export of capital, or the remittance of dividends, interest or

other payments.

Government regulation

Nokia and its businesses are subject to direct and indirect

regulation in each of the countries in which we and our

customers do business. As a result, changes in or uncertainties

related to various types of regulations applicable to current

or new technologies, intellectual property, products, services,

company operations and business environment (e.g., labor

laws, taxation) could affect our business adversely. Moreover,

the implementation of technological or legal requirements

could impact our products and services, technology and patent

licensing activities, manufacturing and distribution processes,

and could affect the timing of product and services

introductions and the cost of our production, products and

services, as well as their commercial success. Also, our business

is subject to the impacts of changes in economic and trade

policies. Export control, tariffs or other fees or levies imposed

on our products and services and environmental, product

safety and security and other regulations that adversely affect

the export, import, pricing or costs of our products and

services, as well as export prohibitions (sanctions) enacted by

the EU, the United States or other countries or regions could

adversely affect our net sales and results of operations.

Further, potential governmental intervention in supply chain

(e.g., prohibiting imports from certain geographies or imposing

certain criteria on selection of suppliers) may impact

Nokia’s operations.

For example, depending on the geography, our products

and services are subject to a wide range of government

regulations that might have a direct impact on our business,

including, but not limited to, regulation related to product

certification, standards, spectrum management, provision

of telecommunications services, privacy and data protection,

competition and sustainability. The EU-level or local member

state regulation has a direct impact on many areas of our

business, markets and customers within the EU. The European

regulation influences, for example, conditions for innovation

for telecommunications infrastructure and internet and related

services, as well as technology and patent licensing, investment

in fixed and wireless broadband communication infrastructure

and operation of global data flows. Additionally, with respect to

certain developing market countries, the business environment

we operate in can be affected by localization requirements.

We proactively exchange views and address the impact of

any planned changes to the regulatory environment on our

business activities with state agencies, regulators and other

decision-makers either through our government relations

representatives in various geographies and through our experts,

or indirectly through memberships in industry associations.

Sales in United States-sanctioned countries

General

We are a global company and have sales in most countries of

the world. Nokia is committed to the highest standards of

ethical conduct, and adheres to all applicable national and

international trade-related laws. As a leading international

telecommunications company with global operations, Nokia has

a presence also in countries subject to international sanctions.

All operations of Nokia, and in particular any operations

undertaken in countries targeted by sanctions, are conducted

in accordance with our comprehensive and robust internal

compliance program to ensure that they are in full compliance

with all applicable laws and regulations. In addition, we

continuously monitor international developments and assess

the appropriateness of our presence and business in these,

and all, markets. Nevertheless, business in these markets is

marked by complexity and uncertainty.

We cannot exclude the possibility that third parties may

unlawfully divert our products to these countries from other

countries in which we sell them, or that, for services distributed

through the internet, third parties could have accessed them

in markets or countries for which they are not intended by

circumventing the industry standard protective mechanisms,

such as IP address blocks, despite our efforts in implementing

measures to prevent such actions.

Disclosure pursuant to Section 219 of the Iran Threat

Reduction and Syria Human Rights Act of 2012

We operate in Iran in compliance with applicable economic

sanctions and other trade-related laws. We ceased providing

telecommunications equipment and services to any of our

former customers including but not limited to network

operator customers and internet service providers. We never

delivered equipment and services to Iran for military purposes,

or for the purpose of limiting political discourse, blocking

legitimate forms of free speech or conducting surveillance

of individuals.

In connection with the activities relating to Iran, we have a

local office in Iran that employed one employee at the end of

2024 through a branch of a Finnish subsidiary. Nokia is the

controlling shareholder in Pishahang Communications Network

Development Company (Pishahang). The other minority

shareholder in Pishahang is Information Technology Application

Development TACFAM Company (Tacfam).

We continue to maintain routine contacts with governmental

agencies in Iran as required, for example, to maintain a legal

presence and office facilities in Iran, pay taxes and employ an

Iranian national.

In 2024, we had no sale activity in Iran.

Although it is difficult to evaluate with any reasonable degree

of certainty, we have concluded that we cannot exclude the

possibility that Tacfam is owned or controlled, directly or

indirectly, by the government of Iran. None of our activities

involve US affiliates of Nokia, or any persons from the

United States.

Nokia does not normally allocate net profit on a country-by-

country or activity-by-activity basis, other than as set forth

in Nokia’s consolidated financial statements prepared in

accordance with IFRS. Therefore, for this exercise in the past,

Nokia reflected its sales margin in lieu of the net profit/loss.

In 2024, we recognized no sales or sales margin from

any customer.

Although we evaluate our business activities on an ongoing

basis, we intend to continue not accepting any new business

in Iran in 2025.

Nokia Annual Report on Form 20-F 2024

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General facts on Nokia continued

Taxation

General

The statements of the United States and Finnish tax laws set

out below are based on the laws in force as of the date of this

report and may be subject to any changes in US or Finnish law,

and in any double taxation convention or treaty between the

United States and Finland, occurring after that date, possibly

with retroactive effect.

For purposes of this discussion, “US Holders” are beneficial

owners of ADSs that: (i) hold the ADSs as capital assets; (ii) are

citizens or residents of the United States, corporations created

in or organized under US law, estates whose income is subject

to US federal income tax, or trusts that elect to be treated as a

US person or are both subject to the primary supervision of a

US court and controlled by a US person; and (iii) in each case,

are considered residents of the United States for purposes of

the current income tax convention between the United States

and Finland, referred to as the “Treaty”, and the limitation on

benefits provisions therein. Special rules apply to US Holders

that are also residents of Finland and to citizens or residents of

the United States that do not maintain a substantial presence,

permanent home or habitual abode in the United States. For

purposes of this discussion, it is assumed that the Depositary

and its custodian will perform all actions as required by the

deposit agreement with the Depositary and other related

agreements between the Depositary and Nokia.

If a partnership holds ADSs (including for this purpose any

entity or arrangement treated as a partnership for US federal

income tax purposes), the tax treatment of a partner will

depend upon the status of the partner and activities of the

partnership. If a US Holder is a partnership or a partner in a

partnership that holds ADSs, the holder is urged to consult its

own tax adviser regarding the specific tax consequences of

owning and disposing of its ADSs.

Because this summary is not exhaustive of all possible tax

considerations – such as situations involving financial

institutions, banks, tax-exempt entities, pension funds, US

expatriates, real estate investment trusts, persons that are

dealers in securities, persons who own (directly, indirectly or

by attribution) 10% or more of the share capital or voting

stock of Nokia, persons who acquired their ADSs pursuant

to the exercise of employee stock options or otherwise as

compensation, or US Holders whose functional currency is not

the US dollar, who may be subject to special rules that are

not discussed herein – holders of shares or ADSs that are US

Holders are advised to satisfy themselves as to the overall US

federal, state and local tax consequences, as well as to the

overall Finnish and other applicable non-US tax consequences,

of their ownership of ADSs and the underlying shares by

consulting their own tax advisers. This summary does not

discuss the treatment of ADSs that are held in connection with

a permanent establishment or fixed base in Finland, and it does

not address the US Medicare tax on certain investment income.

For the purposes of both the Treaty and the US Internal

Revenue Code of 1986, as amended, referred to as the

“Code”, US Holders of ADSs will be treated as the owners

of the underlying shares that are represented by those ADSs.

Accordingly, the following discussion, except where otherwise

expressly noted, applies equally to US Holders of ADSs, on the

one hand, and to shares on the other.

The holders of ADSs will, for Finnish tax purposes, be treated

as the owners of the shares that are represented by the ADSs.

The Finnish tax consequences for the holders of shares, as

discussed below, also apply to the holders of ADSs.

US taxation of cash dividends

For US federal income tax purposes, the gross amount of

dividends paid to US Holders of shares or ADSs out of our

current or accumulated earnings and profits, including any

related Finnish withholding tax, generally will be included in

gross income as foreign source dividend income. We do not

expect to maintain calculations of our earnings and profits

under US federal income tax principles; therefore, US Holders

should expect that the entire amount of any distribution

generally will be reported as dividend income. Dividends will not

be eligible for the dividends received deduction allowed to

corporations under the Code. The amount includible in income

(including any Finnish withholding tax) will equal the US dollar

value of the payment, determined at the time such payment

is received by the Depositary (in the case of ADSs) or by the

US Holder (in the case of shares), regardless of whether the

payment is in fact converted into US dollars. Generally, any gain

or loss resulting from currency exchange rate fluctuations

during the period between the time such payment is received

and the date the dividend payment is converted into US dollars

will be treated as US source ordinary income or loss to a

US Holder.

Special rules govern and specific elections are available to

accrual method taxpayers to determine the US dollar amount

includible in income in the case of a dividend paid (and taxes

withheld) in foreign currency. Accrual basis taxpayers are urged

to consult their own tax advisers regarding the requirements

and elections applicable in this regard.

Dividends received generally will constitute foreign source

“passive category income” for foreign tax credit purposes.

Subject to certain limitations, Finnish taxes withheld may be

eligible for credit (not in excess of the applicable Treaty rate)

against a US Holder’s US federal income tax liability.

Additionally, if Nokia makes a distribution from its reserve for

invested unrestricted equity when it does not have current or

accumulated earnings and profits, a US Holder may not be able

to claim such credit.

In lieu of a credit, a US Holder may elect to claim a deduction

in respect of its Finnish income taxes provided the deduction

is claimed for all of the foreign taxes paid by the US Holder in

that particular taxable year. A deduction does not reduce US

tax on a dollar-for-dollar basis like a tax credit. The deduction,

however, is not subject to the limitations applicable to foreign

tax credits.

Provided that certain holding period and other requirements

are met, individuals and certain other non-corporate US

Holders are eligible for reduced rates of US federal income tax

at a maximum rate of 20% in respect of “qualified dividend

income”. Dividends that Nokia pays with respect to its shares

and ADSs generally will be qualified dividend income if certain

holding periods are met and Nokia was neither a passive

foreign investment company (PFIC) in the taxable year prior to

the year in which the dividend was paid nor in the taxable year

in which the dividend is paid. Nokia currently believes that

dividends it pays with respect to its shares and ADSs will

constitute qualified dividend income for US federal income tax

purposes; however, this is a factual matter and is subject to

change. Nokia anticipates that its dividends will be reported as

qualified dividends on Forms 1099-DIV delivered to US Holders.

US Holders of shares or ADSs are urged to consult their own

tax advisers regarding the availability to them of the reduced

dividend tax rate in light of their own particular situation and

the computations of their foreign tax credit limitation with

respect to any qualified dividends paid to them, as applicable.

Nokia Annual Report on Form 20-F 2024

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General facts on Nokia continued

We believe we should not be classified as a PFIC for US federal

income tax purposes for the taxable year ended 31 December

2024 and we do not expect to become a PFIC in the

foreseeable future. US Holders are advised, however, that

this conclusion is a factual determination that must be made

annually and thus may be subject to change. If we were to be

classified as a PFIC, the tax on distributions on our shares or

ADSs and on any gains realized upon the disposition of our

shares or ADSs generally would be less favorable than as

described herein. Dividends paid by a PFIC are not “qualified

dividend income” and are not eligible for reduced rates of

taxation. Additionally, US persons who are shareholders in a

PFIC generally will be required to file an annual report disclosing

the ownership of such shares and certain other information.

US Holders should consult their own tax advisers regarding the

application of the PFIC rules, including the related reporting

requirements, to their ownership of our shares or ADSs.

Finnish withholding taxes on cash dividends

Under the Finnish Income Tax Act and Act on Taxation of

Non-residents’ Income, non-residents of Finland are generally

subject to a withholding tax at a rate of 30% on dividends paid

by a Finnish resident company. Further, under the Finnish

Prepayment Act, 50% preliminary tax must be withheld on

dividends paid in certain situations. However, pursuant to the

Treaty, dividends paid to US Holders are generally subject to

Finnish withholding tax at reduced rates. Under the Finnish

Income Tax Act and tax court practice, the distribution of funds

from reserves for invested unrestricted equity by a listed

company such as Nokia is taxed as a distribution of a dividend.

As of 1 January 2021, nominee-registered shares are generally

subject to a withholding tax at a rate of 35% on dividends paid

by Nokia. This withholding tax regime is based on OECD’s

TRACE (Treaty Relief and Compliance Enhancement) model.

Under the rules, the 35% withholding tax will generally be

applied on dividend distributions on nominee-registered

shares by listed companies such as Nokia, unless custodians

fulfill certain strict requirements and are willing to take over

certain responsibilities (e.g., registration with the Finnish

Tax Administration (so-called authorized intermediary),

identification of the beneficial owner of the dividend and

collecting and submitting detailed recipient information to the

Finnish Tax Administration using specific filing procedures).

Furthermore, application of reduced withholding tax rates at

source require that the custodian and dividend distributor

are willing to assume liability of incorrectly applied withholding

tax. If the custodian only registers with the Finnish Tax

Administration and submits (or undertakes to submit) the

detailed recipient details to the Finnish Tax Administration,

the 30% withholding tax rate can be applied, instead of 35%.

Any tax withheld in excess can be reclaimed after the

calendar year of the dividend payment by submitting a refund

application to the Finnish Tax Administration no later than

by the end of the third calendar year following the dividend

payment year. During the year of dividend payment, the refund

can be processed if custodians and dividend distributor fulfill

the above-mentioned requirements laid down for actual

dividend distribution.

It is exceptionally also possible that any tax not withheld at

source is later assessed directly to the shareholder by the

Finnish Tax Administration, in cases where the failure to

withhold tax at source is not due to negligence of the custodian

or the dividend distributor.

Holders of shares or ADSs are urged to consult their own

custodian regarding the availability of reduced withholding tax

rates in light of their own particular situation and approach

their custodian in terms of their responsibilities, as well as

consult their own tax advisers regarding the availability

to them of the tax credit from dividend withholding tax.

US and Finnish tax on sale or other disposition

A US Holder generally will recognize taxable capital gain or loss

on the sale or other disposition of ADSs in an amount equal

to the difference between the US dollar value of the amount

realized and the adjusted tax basis (determined in US dollars)

in the ADSs. If the ADSs are held as a capital asset, this gain

or loss generally will be long-term capital gain or loss if, at the

time of the sale, the ADSs have been held for more than one

year. Any capital gain or loss, for foreign tax credit purposes,

generally will constitute US source gain or loss. In the case of a

US Holder that is an individual, long-term capital gain generally

is subject to US federal income tax at preferential rates. The

deductibility of capital losses is subject to significant limitations.

The deposit or withdrawal by a US Holder of shares in exchange

for ADSs or of ADSs for shares under the deposit agreement

generally will not be subject to US federal income tax or Finnish

income tax.

The sale by a US Holder of the ADSs or the underlying shares,

other than an individual who, by reason of his residence in

Finland for a period exceeding six months, is or becomes liable

for Finnish income tax according to the relevant provisions of

Finnish tax law, generally will not be subject to income tax in

Finland, in accordance with Finnish tax law and the Treaty.

Finnish transfer tax

The transfer of our shares and ADSs for cash through a broker

or other appropriate intermediary is generally not subject to

Finnish transfer tax. Non-brokered transfers will generally be

exempted from the transfer tax if the transferee has been

approved as a trading party in the market where the transfer

is executed, or other conditions are met. Transfers of ADSs on

the New York Stock Exchange are exempt. Where the transfer

does not fulfill the above requirements, and either the buyer

or the seller is a Finnish resident or a Finnish branch office of a

specified foreign financial service provider, the buyer is liable

to pay transfer tax of 1.5% of the transaction price where the

resulting tax is at least EUR 10. Selling shareholders should

consult their tax advisers regarding the specific tax

considerations of a sale of our shares or ADSs.

Finnish inheritance and gift taxes

A transfer of an underlying share by gift or by reason of the

death of a US Holder and the transfer of an ADS are not subject

to Finnish gift or inheritance tax, provided that none of the

deceased person, the donor, the beneficiary of the deceased

person or the recipient of the gift is resident in Finland.

Nokia Annual Report on Form 20-F 2024

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General facts on Nokia continued

Non-residents of the United States

Beneficial owners of ADSs that are not US Holders will not be

subject to US federal income tax on dividends received with

respect to ADSs unless such dividend income is effectively

connected with the conduct of a trade or business within the

United States. Similarly, non-US Holders generally will not

be subject to US federal income tax on any gain realized on

the sale or other disposition of ADSs, unless (a) the gain is

effectively connected with the conduct of a trade or business

in the United States or (b) in the case of an individual, that

individual is present in the United States for 183 days or more

in the taxable year of the disposition and other conditions

are met.

The United States information reporting and backup

withholding

Dividend payments with respect to shares or ADSs and

proceeds from the sale or other disposition of shares or ADSs

may be subject to information reporting to the Internal

Revenue Service and possible US backup withholding. Backup

withholding will not apply to a holder if the holder furnishes a

correct taxpayer identification number or certificate of foreign

status and makes any other required certification in connection

therewith, or if it is a recipient otherwise exempt from backup

withholding (such as a corporation). Any US persons required

to establish their exempt status generally must furnish a duly

completed IRS Form W-9 (Request for Taxpayer Identification

Number and Certification). Non-US holders generally are not

subject to US information reporting or backup withholding.

However, such holders may be required to provide certification

of non-US status (generally on IRS Form W-8BEN for individuals

and Form W-8BEN-E for corporations) in connection with

payments received in the United States or through certain

US-related financial intermediaries. Backup withholding is not

an additional tax. Amounts withheld as backup withholding may

be credited against a holder’s US federal income tax liability,

and the holder may obtain a refund of any excess amounts

withheld under the backup withholding rules by timely filing the

appropriate claim for refund with the Internal Revenue Service

and furnishing the proper required information.

Nokia Annual Report on Form 20-F 2024

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General facts on Nokia continued

Key ratios

Earnings per share (basic)

Profit/(loss) attributable to equity holders of the parent

Weighted average number of shares outstanding during the year

Earnings per share (diluted)

Profit/(loss) attributable to equity holders of the parent adjusted for the effect of dilution

Adjusted weighted average number of shares during the year

P/E ratio

Closing share price at 31 December

Earnings per share (basic) for continuing operations

Payout ratio

Proposed dividend per share

Earnings per share (basic) for continuing operations

Dividend yield %

Proposed dividend per share

Closing share price at 31 December

Shareholders’ equity per share

Capital and reserves attributable to equity holders of the parent

Number of shares at 31 December – number of treasury shares at 31 December

Market capitalization

(Number of shares at 31 December – number of treasury shares at 31 December) x closing share price at 31 December

Share turnover %

Number of shares traded during the year

Average number of shares during the year

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	126

General facts on Nokia continued

Alternative performance measures

Certain financial measures presented in this report are not measures of financial performance,

financial position or cash flows defined in IFRS Accounting Standards. As these measures are

not defined in IFRS Accounting Standards, they may not be directly comparable with financial

measures used by other companies, including those in the same industry. The primary rationale

for presenting these measures is that the management uses these measures in assessing

the financial performance of Nokia and believes that these measures provide meaningful

supplemental information on the underlying business performance of Nokia. These financial

measures should not be considered in isolation from, or as a substitute for, financial information

presented in compliance with IFRS Accounting Standards.

Return on capital employed %

Definition

Return on capital employed is defined as Profit before tax + Interest expense on interest-

bearing liabilities / Average capital and reserves attributable to equity holders of the parent +

average non-controlling interests + average interest-bearing liabilities.

Purpose

Return on capital employed indicates how efficiently Nokia uses its capital to generate profits.

Composition of return on capital employed %:

EURm	2024	2023	2022
Profit before tax	2 091	1 469	2 169
Interest expense on interest-bearing liabilities	209	201	102
Total	2 300	1 670	2 271
Average capital and reserves attributable to equity holders<br><br>of the parent(1)	20 597	20 935	19 347
Average non-controlling interests(1)	91	92	98
Average interest-bearing liabilities(1)	4 040	4 334	4 565
Total capital employed	24 728	25 361	24 010
Return on capital employed %	9.3%	6.6%	9.5%

(1)Calculated as the average of opening and closing balance for the year as presented in the consolidated statement of financial

position. Refer to the consolidated financial statements.

Return on shareholders’ equity %

Definition

Return on shareholders’ equity is defined as Profit/(loss) for the year attributable to equity

holders of the parent / Average capital and reserves attributable to equity holders of the parent.

Purpose

Return on shareholders’ equity indicates how efficiently Nokia uses the capital invested by its

shareholders to generate profits.

Composition of return on shareholders’ equity %:

EURm	2024	2023	2022
Profit for the year attributable to equity holders of the<br><br>parent	1 277	665	4 250
Average capital and reserves attributable to equity holders<br><br>of the parent(1)	20 597	20 935	19 347
Return on shareholders’ equity %	6.2%	3.2%	22.0%

(1)Calculated as the average of opening and closing balance for the year as presented in the consolidated statement of financial

position. Refer to the consolidated financial statements.

Equity ratio %

Definition

Equity ratio % is defined as Total capital and reserves attributable to equity holders of the

parent + non-controlling interests / Total assets.

Purpose

Equity ratio indicates the proportion of assets financed by the capital provided by the equity

holders of the parent to the total assets of Nokia.

Composition of equity ratio %:

EURm	2024	2023	2022
Total capital and reserves attributable to equity holders of<br><br>the parent	20 657	20 537	21 333
Non-controlling interests	90	91	93
Shareholders’ equity	20 747	20 628	21 426
Total assets	39 149	39 860	42 943
Equity ratio %	53.0%	51.8%	49.9%

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	127

General facts on Nokia continued

Total cash and interest-bearing financial investments

Definition

Total cash and interest-bearing financial investments consist of cash and cash equivalents,

current interest-bearing financial investments and non-current interest-bearing financial

investments.

Purpose

Total cash and interest-bearing financial investments is used to indicate funds available to

Nokia to run its current and invest in future business activities as well as provide return for

security holders.

Composition of total cash and interest-bearing financial investments:

EURm	2024	2023	2022
Cash and cash equivalents	6 623	6 234	5 467
Current interest-bearing financial investments	1 661	1 565	3 080
Non-current interest-bearing financial investments	457	715	697
Total cash and interest-bearing financial investments	8 741	8 514	9 244

Net cash and interest-bearing financial investments

Definition

Net cash and interest-bearing financial investments equals total cash and interest-bearing

financial investments less long-term and short-term interest-bearing liabilities.

Purpose

Net cash and interest-bearing financial investments is used to indicate Nokia’s liquidity position

after cash required to settle the interest-bearing liabilities.

Composition of net cash and interest-bearing financial investments:

EURm	2024	2023	2022
Total cash and interest-bearing financial investments
Cash and cash equivalents	6 623	6 234	5 467
Current interest-bearing financial investments	1 661	1 565	3 080
Non-current interest-bearing financial investments	457	715	697
Interest-bearing liabilities
Long-term interest-bearing liabilities	(2 918)	(3 637)	(4 249)
Short-term interest-bearing liabilities	(969)	(554)	(228)
Net cash and interest-bearing financial investments	4 854	4 323	4 767

Net debt to equity (gearing) %

Definition

Net debt to equity (gearing) % is defined as Interest-bearing liabilities less Total cash and

interest-bearing financial investments / (Total capital and reserves attributable to the equity

holders of the parent + Non-controlling interests).

Purpose

Net debt to equity ratio presents the relative proportion of shareholders’ equity and interest-

bearing liabilities used to finance Nokia’s assets and indicates the leverage of Nokia’s business.

Composition of net debt to equity (gearing) %:

EURm	2024	2023	2022
Interest-bearing liabilities
Long-term interest-bearing liabilities	2 918	3 637	4 249
Short-term interest-bearing liabilities	969	554	228
Total cash and interest-bearing financial investments
Cash and cash equivalents	(6 623)	(6 234)	(5 467)
Current interest-bearing financial investments	(1 661)	(1 565)	(3 080)
Non-current interest-bearing financial investments	(457)	(715)	(697)
Net debt	(4 854)	(4 323)	(4 767)
Total capital and reserves attributable to equity holders of<br><br>the parent	20 657	20 537	21 333
Non-controlling interests	90	91	93
Shareholders’ equity	20 747	20 628	21 426
Net debt to equity (gearing) %	(23.4)%	(21.0)%	(22.2)%

Free cash flow

Definition

Free cash flow is defined as Net cash flows from operating activities – purchases of property,

plant and equipment and intangible assets (capital expenditures).

Purpose

Free cash flow is the cash that Nokia generates after investments in property, plant and

equipment and intangible assets, and we believe it provides meaningful supplemental

information as it represents the cash available to service and repay interest-bearing financial

liabilities, including lease liabilities, make investments to grow business and distribute funds to

shareholders. It is a measure of cash generation, working capital efficiency and capital discipline

of the business.

Nokia Annual Report on Form 20-F 2024

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General facts on Nokia continued

Composition of free cash flow:

EURm	2024	2023	2022
Net cash flows from operating activities	2 493	1 317	1 474
Purchase of property, plant and equipment and intangible<br><br>assets (capital expenditures)	(472)	(652)	(601)
Free cash flow	2 021	665	873

Capital expenditure

Definition

Purchases of property, plant and equipment and intangible assets (excluding assets acquired

under business combinations).

Purpose

Capital expenditure is used to describe investments in future profit-generating activities.

Composition of capital expenditure:

EURm	2024	2023	2022
Purchase of property, plant and equipment and intangible<br><br>assets	(472)	(652)	(601)
Capital expenditure	(472)	(652)	(601)

Comparable operating profit

Definition

Comparable operating profit excludes intangible asset amortization and other purchase price

fair value adjustments, goodwill impairments, restructuring-related charges and certain other

items affecting comparability.

Purpose

We believe that our comparable operating profit provides meaningful supplemental information

to both management and investors regarding Nokia’s underlying business performance

by excluding certain items of income and expenses that may not be indicative of Nokia’s

business operating results. Comparable operating profit is used also in determining

management remuneration.

Composition of comparable operating profit:

EURm	2024	2023	2022
Operating profit	1 999	1 661	2 299
Restructuring and associated charges	445	356	177
Amortization of acquired intangible assets	314	341	397
Divestment of associates	(190)	—	—
Impairment and write-off of assets, net of reversals	89	25	97
Divestment of businesses	(67)	(20)	—
Costs associated with country exit	—	(49)	98
Other	29	23	8
Comparable operating profit	2 619	2 337	3 076

Comparable operating margin %

Definition

Comparable operating margin is defined as Comparable operating profit / Net sales.

Purpose

Comparable operating margin is used as a measure of Nokia’s operating profitability as a

percentage of net sales excluding intangible asset amortization and other purchase price fair

value adjustments, goodwill impairments, restructuring-related charges and certain other items

affecting comparability.

As with comparable operating profit, we believe that our comparable operating margin provides

meaningful supplemental information to both management and investors regarding Nokia’s

underlying business performance by excluding certain items of income and expenses that may

not be indicative of Nokia’s business operating results.

Composition of comparable operating margin:

EURm	2024	2023	2022
Comparable operating profit	2 619	2 337	3 076
Net sales	19 220	21 138	23 761
Comparable operating margin %	13.6%	11.1%	12.9%

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	129

Financial statements

Consolidated financial statements	130
Consolidated income statement	130
Consolidated statement of comprehensive income	131
Consolidated statement of financial position	132
Consolidated statement of cash flows	133
Consolidated statement of changes in shareholders’<br><br>equity	134
Notes to the consolidated<br><br>financial statements	135
Section 1:<br><br>Basis of preparation	135
1.1. Corporate information	135
1.2. General accounting policies	135
1.3. Use of estimates and critical accounting<br><br>judgments	136
1.4. New and amended standards and interpretations	136
Section 2:<br><br>Results for the year	137
2.1. Net sales	137
2.2. Segment information	140
2.3. Operating expenses and other operating income	142
2.4. Financial income and expenses	143
2.5. Income taxes	144
2.6. Discontinued operations	147
2.7. Earnings per share	148
Section 3:<br><br>Compensation and benefits	149
3.1. Summary of personnel expenses	149
3.2. Remuneration of key management	149
3.3. Share-based payments	151
3.4. Pensions and other post-employment benefits	153		Section 4:<br><br>Operating assets and liabilities	160
---	---
4.1. Goodwill and intangible assets	160
4.2. Property, plant and equipment	163
4.3. Leases	164
4.4. Inventories	165
4.5. Trade receivables and other customer-related<br><br>balances	165
4.6. Other receivables and liabilities	167
4.7. Provisions	168
Section 5:<br><br>Capital and financial instruments	169
5.1. Equity	169
5.2. Financial assets and liabilities	173
5.3. Derivative and firm commitment assets and<br><br>liabilities	177
5.4. Financial risk management	180
Section 6:<br><br>Other information	187
6.1. Commitments, contingencies and legal<br><br>proceedings	187
6.2. Principal Group companies	189
6.3. Significant partly-owned subsidiaries	190
6.4. Related party transactions	191
6.5. Subsequent events	191
Reports of independent registered<br><br>public accounting firm (PCAOB ID<br><br>1131)	192

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	130

Consolidated income statement

For the year ended 31 December

EURm	Note	2024	2023	2022
Net sales	2.1, 2.2	19 220	21 138	23 761
Cost of sales	2.3	(10 356)	(12 592)	(13 660)
Gross profit		8 864	8 546	10 101
Research and development expenses	2.3	(4 512)	(4 277)	(4 503)
Selling, general and administrative expenses	2.3	(2 890)	(2 878)	(2 956)
Other operating income	2.3	432	167	95
Other operating expenses	2.3	105	103	(438)
Operating profit		1 999	1 661	2 299
Share of results of associates and joint ventures	6.4	7	(39)	(26)
Financial income	2.4	405	426	178
Financial expenses	2.4	(320)	(579)	(282)
Profit before tax		2 091	1 469	2 169
Income tax (expense)/benefit	2.5	(380)	(820)	2 033
Profit from continuing operations		1 711	649	4 202
(Loss)/profit from discontinued operations	2.6	(427)	30	57
Profit for the year		1 284	679	4 259
Attributable to:
Equity holders of the parent		1 277	665	4 250
Non-controlling interests		7	14	9
Earnings per share attributable to equity holders of the parent	2.7	EUR	EUR	EUR
Basic
Profit from continuing operations		0.31	0.11	0.75
Profit for the year		0.23	0.12	0.76
Diluted
Profit from continuing operations		0.31	0.11	0.74
Profit for the year		0.23	0.12	0.75

In June 2024, Nokia classified its Submarine Networks business as a discontinued operation, refer to Note 2.6. Discontinued operations for further details. The comparative information

for 2023 and 2022 presented in the consolidated income statement and disclosed in the related notes has been recast on the same basis.

The notes are an integral part of these consolidated financial statements.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	131

Consolidated statement of comprehensive income

For the year ended 31 December

EURm	Note	2024	2023	2022
Profit for the year		1 284	679	4 259
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans		408	(343)	(424)
Income tax related to items that will not be reclassified to profit or loss	2.5	(85)	61	77
Total of items that will not be reclassified to profit or loss		323	(282)	(347)
Items that may be reclassified to profit or loss
Translation differences
Exchange differences on translating foreign operations		615	(554)	696
Transfer to income statement		(78)	19	14
Net investment hedges
Net fair value (losses)/gains		(40)	135	(127)
Cash flow and other hedges
Net fair value gains/(losses)		23	(24)	(15)
Transfer to income statement		(2)	(37)	98
Financial assets at fair value through other comprehensive income
Net fair value gains/(losses)		83	(110)	(264)
Transfer to income statement		(64)	120	218
Other increase/(decrease), net		3	(4)	(3)
Income tax related to items that may be reclassified to profit or loss	2.5	8	(10)	(21)
Total of items that may be reclassified to profit or loss		548	(465)	596
Other comprehensive income/(loss), net of tax		871	(747)	249
Total comprehensive income/(loss) for the year		2 155	(68)	4 508
Attributable to:
Equity holders of the parent
Continuing operations		2 624	(91)	4 394
Discontinued operations		(477)	13	106
Total		2 147	(78)	4 500
Non-controlling interests		8	10	8

The notes are an integral part of these consolidated financial statements.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	132

Consolidated statement of financial position

At 31 December

EURm	Note	2024	2023
ASSETS
Non-current assets
Goodwill	4.1	5 736	5 504
Other intangible assets	4.1	802	1 086
Property, plant and equipment	4.2	1 362	1 951
Right-of-use assets	4.3	758	906
Investments in associated companies and joint ventures	6.4	124	88
Non-current interest-bearing financial investments	5.2, 5.4	457	715
Other non-current financial assets	5.2, 5.4	1 182	1 100
Defined benefit pension assets	3.4	6 932	6 258
Deferred tax assets	2.5	3 599	3 873
Other non-current receivables	4.6	210	213
Total non-current assets		21 162	21 694
Current assets
Inventories	4.4	2 163	2 719
Trade receivables	4.5, 5.2, 5.4	5 248	4 921
Contract assets	4.5	694	1 136
Current income tax assets	2.5	202	307
Other current receivables	4.6	767	764
Current interest-bearing financial investments	5.2, 5.4	1 661	1 565
Other current financial and firm commitment assets	5.2, 5.3, 5.4	629	441
Cash and cash equivalents	5.2, 5.4	6 623	6 234
Total current assets		17 987	18 087
Assets held for sale		—	79
Total assets		39 149	39 860		EURm	Note	2024	2023
---	---	---	---
SHAREHOLDERS’ EQUITY AND LIABILITIES
Equity
Share capital		246	246
Share premium		734	628
Treasury shares		(431)	(352)
Translation differences		263	(249)
Fair value and other reserves		3 963	3 605
Reserve for invested unrestricted equity		13 926	15 255
Retained earnings		1 956	1 404
Total shareholders’ equity		20 657	20 537
Non-controlling interests		90	91
Total equity	5.1	20 747	20 628
Non-current liabilities
Long-term interest-bearing liabilities	5.2, 5.3, 5.4	2 918	3 637
Long-term lease liabilities	5.4	664	799
Defined benefit pension and post-employment liabilities	3.4	2 083	2 299
Deferred tax liabilities	2.5	562	725
Contract liabilities	4.5	185	210
Other non-current liabilities	4.6	117	111
Provisions	4.7	479	518
Total non-current liabilities		7 008	8 299
Current liabilities
Short-term interest-bearing liabilities	5.2, 5.3, 5.4	969	554
Short-term lease liabilities	5.4	199	198
Other financial and firm commitment liabilities	5.2, 5.3, 5.4	1 668	830
Contract liabilities	4.5	1 506	2 157
Current income tax liabilities	2.5	207	203
Trade payables	5.2, 5.4	3 213	3 423
Other current liabilities	4.6	2 883	2 824
Provisions	4.7	749	744
Total current liabilities		11 394	10 933
Total liabilities		18 402	19 232
Total shareholders’ equity and liabilities		39 149	39 860

The notes are an integral part of these consolidated financial statements.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	133

Consolidated statement of cash flows

For the year ended 31 December

EURm	Note	2024	2023	2022
Cash flow from operating activities
Profit for the year		1 284	679	4 259
Adjustments, total(1)		2 157	2 559	(446)
Change in net working capital(2)		(569)	(1 282)	(1 843)
Cash flows from operations		2 872	1 956	1 970
Interest received		226	178	65
Interest paid	4.3, 5.2	(263)	(241)	(180)
Income taxes paid, net		(342)	(576)	(381)
Net cash flows from operating activities		2 493	1 317	1 474
Cash flow from investing activities
Purchase of property, plant and equipment and intangible assets		(472)	(652)	(601)
Proceeds from sale of property, plant and equipment and intangible assets		97	189	33
Acquisition of businesses, net of cash acquired		(37)	(19)	(20)
Proceeds from disposal of businesses, net of cash disposed		(29)	17	—
Proceeds from disposal of shares in associated companies		259	8	3
Purchase of interest-bearing financial investments		(924)	(1 855)	(3 595)
Proceeds from interest-bearing financial investments		1 138	3 382	2 397
Purchase of other financial assets		(280)	(83)	(115)
Proceeds from other financial assets		70	34	49
Other		61	22	(31)
Net cash flows (used in)/from investing activities		(117)	1 043	(1 880)
Cash flow from financing activities
Acquisition of treasury shares	5.1	(680)	(300)	(300)
Proceeds from long-term borrowings	5.4	101	496	8
Repayment of long-term borrowings	5.4	(462)	(798)	(2)
(Repayment of)/proceeds from short-term borrowings	5.4	(6)	(40)	27
Payment of principal portion of lease liabilities	4.3, 5.4	(233)	(239)	(217)
Dividends paid	5.1	(723)	(621)	(353)
Net cash flows used in financing activities		(2 003)	(1 502)	(837)
Translation differences		16	(91)	19
Net increase/(decrease) in cash and cash equivalents		389	767	(1 224)
Cash and cash equivalents at 1 January		6 234	5 467	6 691
Cash and cash equivalents at 31 December		6 623	6 234	5 467
The consolidated statement of cash flows combines cash flows from both continuing and discontinued operations.
The notes are an integral part of these consolidated financial statements.						(1) Adjustments
---	---	---	---
EURm	2024	2023	2022
Depreciation and amortization	1 014	1 087	1 140
Share-based payments	241	202	149
Impairment charges	611	25	152
Restructuring charges	388	316	125
Gain on sale of businesses and associated<br><br>companies	(286)	(19)	(5)
Gain on sale of property, plant and<br><br>equipment	(94)	(143)	(30)
(Gain)/loss from other financial  assets	(47)	56	(27)
Financial income and expenses	(78)	148	28
Income tax expense/(benefit)	385	825	(2 030)
Other adjustments, net	23	62	52
Total	2 157	2 559	(446)

Restructuring charges in adjustments represent the non-cash portion recognized in the

consolidated income statement.

(2) Change in net working capital
EURm	2024	2023	2022
(Increase)/decrease in receivables	(364)	304	(451)
Decrease/(increase) in inventories	404	443	(991)
Decrease in non-interest-bearing liabilities	(609)	(2 029)	(401)
Total	(569)	(1 282)	(1 843)

Nokia Annual Report on Form 20-F 2024

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Consolidated statement of changes in shareholders’ equity

EURm	Note	Share capital	Share premium	Treasury<br><br>shares	Translation<br><br>differences	Fair value and<br><br>other reserves	Reserve for<br><br>invested<br><br>unrestricted<br><br>equity	Retained<br><br>earnings/<br><br>(accumulated<br><br>deficit)	Total<br><br>shareholders’<br><br>equity	Non-controlling<br><br>interests	Total equity
1 January 2022		246	454	(352)	(396)	4 219	15 726	(2 537)	17 360	102	17 462
Profit for the year								4 250	4 250	9	4 259
Other comprehensive income	5.1				565	(314)		(1)	250	(1)	249
Total comprehensive income for the year		—	—	—	565	(314)	—	4 249	4 500	8	4 508
Share-based payments			149						149		149
Settlement of share-based payments			(100)				73		(27)		(27)
Acquisition of treasury shares	5.1			(300)			(12)		(312)		(312)
Cancellation of treasury shares	5.1			300			(300)		—		—
Dividends	5.1							(337)	(337)	(17)	(354)
Total transactions with owners		—	49	—	—	—	(239)	(337)	(527)	(17)	(544)
31 December 2022		246	503	(352)	169	3 905	15 487	1 375	21 333	93	21 426
Profit for the year								665	665	14	679
Other comprehensive loss	5.1				(418)	(300)		(25)	(743)	(4)	(747)
Total comprehensive loss for the year		—	—	—	(418)	(300)	—	640	(78)	10	(68)
Share-based payments			202						202		202
Settlement of share-based payments			(77)				59		(18)		(18)
Acquisition of treasury shares	5.1			(303)			12		(291)		(291)
Cancellation of treasury shares	5.1			303			(303)		—		—
Disposal of subsidiaries									—	(2)	(2)
Dividends	5.1							(611)	(611)	(10)	(621)
Total transactions with owners		—	125	—	—	—	(232)	(611)	(718)	(12)	(730)
31 December 2023		246	628	(352)	(249)	3 605	15 255	1 404	20 537	91	20 628
Profit for the year								1 277	1 277	7	1 284
Other comprehensive income	5.1				512	358			870	1	871
Total comprehensive income for the year		—	—	—	512	358	—	1 277	2 147	8	2 155
Share-based payments			241						241		241
Settlement of share-based payments			(135)				99		(36)		(36)
Acquisition of treasury shares(1)	5.1			(686)			(821)		(1 507)		(1 507)
Cancellation of treasury shares	5.1			607			(607)		—		—
Adjustment to financial liability to acquire non-controlling<br><br>interest								(11)	(11)		(11)
Dividends	5.1							(714)	(714)	(9)	(723)
Total transactions with owners		—	106	(79)	—	—	(1 329)	(725)	(2 027)	(9)	(2 036)
31 December 2024		246	734	(431)	263	3 963	13 926	1 956	20 657	90	20 747

(1)In connection with the share buyback program launched in November 2024, Nokia has recorded a liability and a reduction of reserve for invested unrestricted equity of EUR 821 million to reflect Nokia’s commitment under the agreement with a third-party broker

conducting the share repurchases on Nokia’s behalf. For more information on Nokia’s share buyback programs, refer to Note 5.1. Equity.

The notes are an integral part of these consolidated financial statements.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements

Section 1

Basis of

preparation

This section describes the general accounting policies

applied in preparation of these consolidated financial

statements, including the basis of presentation

and key consolidation principles. This section also

summarizes the accounting matters that involve

most judgment or estimation uncertainty. The

specific accounting policies as well as details of key

accounting estimates and judgments are provided

in the related notes.

1.1. Corporate information

Nokia Corporation, a public limited liability company

incorporated and domiciled in Helsinki, Finland, is the parent

company (Parent Company or Parent) for all its subsidiaries

(together Nokia or the Group). Nokia is a global provider of

mobile, fixed and cloud network solutions combining hardware,

software and services, as well as licensing of intellectual

property, including patents, technologies and the Nokia brand.

Nokia’s operational headquarters are located in Espoo, Finland.

The shares of Nokia Corporation are listed on the Nasdaq

Helsinki Stock Exchange, the New York Stock Exchange and

the Euronext Paris Stock Exchange.

These consolidated financial statements for the year ended

31 December 2024 were authorized for issuance and filing

by the Board of Directors on 13 March 2025.

1.2. General accounting policies

Basis of presentation and statement of compliance

The consolidated financial statements are prepared in

accordance with IFRS Accounting Standards as issued by

the International Accounting Standards Board (IASB) and as

adopted by the European Union (EU). The consolidated

financial statements also conform to Finnish accounting

and company legislation.

The consolidated financial statements are presented in

millions of euros (EURm), except when otherwise noted,

and are prepared under the historical cost convention,

except when otherwise disclosed in the accounting policies

in the specific notes.

Other information

This paragraph is included in connection with statutory

reporting requirements in Germany. The fully consolidated

German subsidiary, Nokia Solutions and Networks GmbH & Co.

KG, registered in the commercial register of Munich under HRA

88537, has made use of the exemption available under § 264b

and § 291 of the German Commercial Code (HGB).

Principles of consolidation

The consolidated financial statements comprise the financial

statements of the Parent Company, and each of those

companies over which it exercises control. Control over an

entity exists when Nokia is exposed, or has rights, to variable

returns from its involvement with the entity and has the ability

to affect those returns through its power over the entity.

Presumption is that a majority of voting rights results in

control. To support this presumption, Nokia considers all

relevant facts and circumstances in assessing whether it has

power over the entity including voting rights and potential

voting rights, rights to appoint key management personnel

and rights arising from other contractual arrangements.

Consolidation of a subsidiary begins when Nokia obtains

control over the subsidiary and ceases when it loses control

over the subsidiary.

All intercompany transactions are eliminated as part of the

consolidation process. Non-controlling interest represents the

proportion of net profit or loss, other comprehensive income

and net assets in subsidiaries that is not attributable to the

equity holders of the Parent.

Investments in associates and joint ventures

An associate is an entity over which Nokia exercises significant

influence. A joint venture is a type of joint arrangement

whereby the parties that have joint control of the arrangement

have rights to the net assets of the arrangement.

Nokia’s investments in associates and joint ventures are

accounted for using the equity method. Under the equity

method, the investment in an associate or joint venture is

initially recognized at cost. The carrying amount of the

investment is adjusted to recognize changes in Nokia’s share

of net assets of the associate or joint venture since the

acquisition date. Nokia’s share of profits and losses of

associates and joint ventures is reflected in the consolidated

income statement. Any change in other comprehensive income

of associates and joint ventures is presented as part of

Nokia’s other comprehensive income.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

Foreign currency translation

Functional and presentation currency

The consolidated financial statements are presented in euro,

the functional and presentation currency of the Parent

Company. The financial statements of all Group companies

are measured using the functional currency, which is the

currency of the primary economic environment in which the

entity operates.

Transactions in foreign currencies

Transactions in foreign currencies are recorded at exchange

rates prevailing at the date of the transaction. For practical

reasons, a rate that approximates the actual rate at the date

of the transaction is often used. Monetary assets and liabilities

denominated in foreign currency are translated at the

exchange rates prevailing at the end of the reporting period.

Foreign exchange gains and losses arising from monetary

assets and liabilities as well as fair value changes of related

hedging instruments are recognized in financial income and

expenses. Unrealized foreign exchange gains and losses related

to non-monetary non-current financial investments are

included in the fair value measurement of these investments

and recognized in other operating income and expenses.

Foreign Group companies

On consolidation, the assets and liabilities of foreign

operations whose functional currency is other than euro are

translated into euro at the exchange rates prevailing at the end

of the reporting period. The income and expenses of these

foreign operations are translated into euro at the average

exchange rates for the reporting period. The exchange

differences arising from translation for consolidation are

recognized as translation differences in other comprehensive

income. On disposal of a foreign operation, the cumulative

amount of translation differences relating to that foreign

operation is reclassified to profit or loss.

1.3. Use of estimates and critical

accounting judgments

The preparation of financial statements requires use of

management judgment in selecting and applying accounting

policies as well as making estimates and assumptions about

the future. These judgments, estimates and assumptions may

have a significant effect on the amounts recognized in the

financial statements.

The estimates and assumptions used in determining the

carrying amounts of assets and liabilities are based on

historical experience, expected outcomes and various other

factors that were available when these financial statements

were prepared, and they are believed to be reasonable under

the circumstances. The estimates and assumptions are

reviewed continually and revised if changes in circumstances

occur, or as a result of new information. As estimates

and assumptions inherently contain a varying degree of

uncertainty, actual outcomes may differ resulting in

adjustments to the carrying amounts of assets and liabilities

in subsequent periods.

The accounting matters listed below are determined to involve

the most difficult, subjective or complex judgments, or are

considered as major sources of estimation uncertainty that

may have a significant risk of resulting in a material adjustment

to the carrying amounts of assets and liabilities within the next

financial year. Please refer to the specific notes for further

information on the key accounting estimates and judgments.

Key accounting estimates and<br><br>judgments	Note
Judgment related to recognition<br><br>of deferred tax assets	2.5. Income taxes
Judgment related to<br><br>classification of Submarine<br><br>Networks as a discontinued<br><br>operation	2.6. Discontinued<br><br>operations
Estimate of pension and other<br><br>post-employment benefit<br><br>obligations	3.4. Pensions and other<br><br>post-employment benefits

1.4. New and amended standards and

interpretations

On 1 January 2024, Nokia adopted the following amendments

to the accounting standards issued by the IASB and endorsed

by the EU:

■Amendments to IFRS 16 Leases: Lease Liability in a Sale and

Leaseback;

■Amendments to IAS 1 Presentation of Financial Statements:

Classification of Liabilities as Current or Non-current;

■Amendments to IAS 1 Presentation of Financial Statements:

Non-current Liabilities with Covenants; and

■Amendments to IAS 7 Statement of Cash Flows and IFRS 7

Financial Instruments: Disclosures: Supplier Finance

Arrangements.

The amendments had no material impact on the measurement,

recognition or presentation of any items in Nokia’s

consolidated financial statements for 2024.

Nokia has not early adopted any new or amended standards or

interpretations that have been issued but are not yet effective.

The new and amended standards and interpretations issued by

the IASB that are effective in future periods are not expected

to have a material impact on the consolidated financial

statements of Nokia when adopted, except for IFRS 18

Presentation and Disclosure in Financial Statements which

was published in April 2024.

IFRS 18 sets out the requirements for presentation and

disclosures in financial statements and it will replace IAS 1

Presentation of Financial Statements. The new standard is

effective for annual reporting periods beginning on or after

1 January 2027, with earlier application permitted. IFRS 18 is

yet to be endorsed by the EU. Nokia is assessing the impact

of IFRS 18 on its consolidated financial statements but as

IFRS 18 is not changing the recognition and measurement

requirements it is not expected to have significant impact

other than on the presentation of financial information.

Nokia intends to adopt IFRS 18 and other new and amended

standards and interpretations, if applicable, when they become

effective and are endorsed by the EU.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

Section 2

Results for

the year

This section provides details of items presented

in the income statement including disaggregation

of net sales by region and customer type, results of

Nokia’s operating segments, and information

on operating expenses and other operating income.

Additionally, this section contains details of financial

income and expenses and income taxes,

as well as the results of discontinued operations.

The calculation of earnings per share is presented

at the end of this section.

2.1. Net sales

Accounting policies

Nokia accounts for a contract with a customer when the

contract has been approved in writing, which is generally

when both parties are committed to perform their

respective obligations, the rights, including payment terms,

regarding the goods and services to be transferred can be

identified, the contract has commercial substance, and

collection of the consideration to which Nokia expects to

be entitled is probable. Management considers only legally

enforceable rights in evaluating the accounting for contracts

with customers. As such, frame agreements that do not

create legally enforceable rights and obligations are

accounted for based on the issuance of subsequent legally

binding purchase orders under the frame agreements.

A contract modification or a purchase order is accounted

for as a separate contract if the scope of the contract

increases by additional distinct goods or services, and the

price of the contract increases by an amount that reflects

the standalone selling price of those additional goods or

services. In cases where the additional goods or services

are distinct but not sold at a standalone selling price,

the contract modification is accounted for prospectively.

In cases where the additional goods or services are not

distinct, the modification is accounted for through a

cumulative catch-up adjustment.

Nokia recognizes revenue from contracts with customers

to reflect the transfer of promised goods and services to

customers for amounts that reflect the consideration to

which Nokia expects to be entitled in exchange for those

goods and services. The consideration may include a

variable amount, which Nokia estimates based on the most

likely amount. Items causing variability include volume

discounts and sales-based or usage-based royalties. Nokia

includes variable consideration into the transaction price

only to the extent that it is highly probable that a significant

revenue reversal will not occur. The transaction price also

excludes amounts collected on behalf of third parties.

In cases where the timing of payments provides either the

customer or Nokia with a significant benefit of financing,

the transaction price is adjusted for the effect of financing

and the related interest revenue or interest expense

is presented separately from revenue. As a practical expedient,

Nokia does not account for financing components if, at

contract inception, the consideration is expected to be

received within one year before or after the goods or services

have been transferred to the customer.

Nokia enters into contracts with customers consisting of any

combination of hardware, services and intellectual property.

Hardware and software sold by Nokia includes warranty,

which can either be assurance-type for repair of defects

and replacement of hardware recognized as a centralized

warranty provision, or service-type for scope beyond the

repair of defects or for a time period beyond the standard

assurance-type warranty period and considered as a

separate performance obligation within the context of

the contract.

The associated revenue recognized for such contracts

depends on the nature of the underlying goods and services

provided. The promised goods or services in the contract

might include sale of goods, license of intellectual property

and grant of options to purchase additional goods or

services that may provide the customer with a material

right. Nokia conducts an assessment at contract inception

to determine which promised goods and services in a

customer contract are distinct and accordingly identified

as performance obligations.

The standalone selling price of each performance obligation

is determined by considering factors such as the price of

the performance obligation if sold on a standalone basis and

the expected cost of the performance obligation plus a

reasonable margin when price references are not available.

The portion of the transaction price allocated to each

performance obligation is then recognized when the

revenue recognition criteria for that performance obligation

have been met.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

Nokia allocates the transaction price to each distinct

performance obligation on the basis of their standalone

selling prices, relative to the overall transaction price. If a

standalone selling price is not observable, it is estimated.

The transaction price may include a discount or a variable

amount of consideration that is generally allocated

proportionately to all performance obligations in the

contract unless Nokia has observable evidence that the

entire discount relates to only one or more, but not all,

performance obligations in a contract. The amount of

revenue recognized is the amount allocated to the satisfied

performance obligation based on the relative standalone

selling prices. A performance obligation may be satisfied

at a point in time or over time.

As described in Note 4.5. Trade receivables and other

customer-related balances, Nokia presents its customer

contracts in the statement of financial position as either

a contract asset or a contract liability, depending on

the relationship between Nokia’s performance and

the customer’s payment for each individual contract.

Sale of products

Nokia manufactures and sells a range of networking

equipment, covering the requirements of network

operators. Revenue for these products is recognized when

control of the products has transferred, the determination

of which may require judgment. Typically, for standard

equipment sales, control transfers upon delivery. For

more complex solutions, control generally transfers

upon acceptance.

In some arrangements, mainly within the Submarine Networks

business which is presented as a discontinued operation and

was sold in 2024, Nokia’s performance does not create an

asset with an alternative use and Nokia recognizes revenue

over time using the output method, which faithfully depicts the

manner in which the asset is transferred to the customer as

well as Nokia’s enforceable rights to payment for the work

completed to date, including margin. The output measure

selected by Nokia for each contract may vary depending on

the nature of the contract.

Sale of services

Nokia provides services related to the provision of networking

equipment, ranging from managing a customer’s network

and product maintenance services to network installation,

integration and optimization. Revenue for each separate

service performance obligation is recognized as or when the

customer obtains the benefits of Nokia’s performance. Service

revenue is recognized over time for managed and maintenance

services, as in these cases Nokia performs throughout a fixed

contract term and the customer simultaneously receives and

consumes the benefits as Nokia performs. In some cases,

Nokia performs services that are subject to customer

acceptance where revenue is recognized when the customer

acceptance is obtained.

Sale of intellectual property licenses

Nokia provides its customers with licenses to intellectual

property (IP) owned by Nokia by granting software licenses

and rights to benefit from Nokia’s IP in their products.

When a software license is sold, revenue is recognized

upon delivery or acceptance of the software, as Nokia has

determined that each software release is distinct, and the

license is granted for software as it exists when the control

transfers to the customer.

When Nokia grants customers a license to use IP owned by

Nokia, the associated license fee revenue is recognized in

accordance with the substance of the relevant agreements.

In the majority of cases, Nokia retains obligations to

continue to develop and make available to the customer

the latest IP in the licensed assets during the contract term,

and therefore revenue is recognized pro rata over the

period during which Nokia is expected to perform.

Recognition of the revenue as pro rata over the term of the

license is considered the most faithful depiction of Nokia’s

satisfaction of the performance obligation as the IP being

licensed towards the customer includes new inventions

patented by Nokia that are highly interdependent and

interrelated and created through the course of continuous

research and development (R&D) efforts that are relatively

stable throughout the year. In some contracts, Nokia has

no remaining obligations to perform after granting a license

to the initial IP, and licensing fees are non-refundable. In

these cases, revenue is recognized at the beginning of the

license term.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

Revenue disaggregation

Management has determined that Nokia’s geographic areas

are considered as the primary determinants to depict how

the nature, amount, timing and uncertainty of revenue and

cash flows are affected by economic factors. Nokia’s primary

customer base consists of companies that operate on

a country-specific or a regional basis. Although Nokia’s

technology cycle is similar around the world, different countries

and regions are inherently in a different stage of that cycle,

often influenced by macroeconomic conditions specific to

those countries and regions. In addition to Net sales to external

customers by region, the chief operating decision-maker,

as described in Note 2.2. Segment information, also reviews

Net sales by aggregated regions and Net sales by customer

type disclosed in this note.

Each reportable segment, as described in Note 2.2. Segment

information, consists of customers that operate in all

geographic areas. No reportable segment has a specific

revenue concentration in any geographic area other than

Nokia Technologies, which is included within Europe.

Net sales to external customers by region

Net sales to external customers by region are based on the

location of the customer, except for Nokia Technologies IPR

and licensing net sales which are allocated to Europe.

EURm	2024	2023	2022
Americas	6 276	6 779	9 611
Latin America	895	1 046	1 223
North America	5 381	5 733	8 388
APAC	4 549	6 436	5 519
Greater China	1 134	1 303	1 581
India	1 373	2 842	1 290
Rest of APAC	2 042	2 291	2 648
EMEA	8 395	7 923	8 631
Europe	6 362	5 873	6 662
Middle East & Africa	2 033	2 050	1 969
Total	19 220	21 138	23 761

Segment net sales by region

EURm	2024	2023	2022
Network Infrastructure	6 518	6 917	7 897
Americas	2 726	2 813	3 717
APAC	1 426	1 580	1 553
EMEA	2 366	2 524	2 627
Mobile Networks	7 725	9 797	10 671
Americas	2 365	2 618	4 371
APAC	2 461	4 184	3 191
EMEA	2 899	2 995	3 109
Cloud and Network Services	3 022	3 220	3 351
Americas	1 184	1 306	1 368
APAC	649	649	752
EMEA	1 189	1 265	1 231
Nokia Technologies	1 928	1 085	1 595
Group Common and Other(1)	27	119	248
Total	19 220	21 138	23 761

(1)Includes eliminations of inter-segment revenues.

Net sales by customer type

EURm	2024	2023	2022
Communications service providers	15 085	17 652	19 921
Enterprise	2 180	2 282	1 997
Licensees	1 928	1 085	1 595
Other(1)	27	119	248
Total	19 220	21 138	23 761

(1)Includes net sales of Radio Frequency Systems (RFS), which had been managed as a

separate entity and was substantially divested in 2024, and certain other items,

such as eliminations of inter-segment revenues. RFS net sales also include revenue

from communications service providers and enterprise customers.

Order backlog

At 31 December 2024, the aggregate amount of the

transaction price allocated to partially or wholly unsatisfied

performance obligations arising from fixed contractual

commitments amounted to EUR 20.0 billion (EUR 22.0 billion

in 2023, of which EUR 1.7 billion related to discontinued

operations sold in 2024). Management has estimated that

these unsatisfied performance obligations will be recognized as

revenue as follows:

	2024	2023
Within 1 year	53%	51%
2-3 years	27%	30%
More than 3 years	20%	19%
Total	100%	100%

The estimated timing of the satisfaction of these performance

obligations is subject to change owing to factors beyond

Nokia’s control such as customer and network demand,

market conditions and, in some cases, restrictions imposed

by the weather or other factors impacting project logistics.

Revenue recognized in the reporting period from performance

obligations satisfied (or partially satisfied) in previous periods

(for example, due to changes in transaction price) was

not material.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

2.2. Segment information

Accounting policies

Nokia has four operating and reportable segments for

financial reporting purposes: (1) Network Infrastructure,

(2) Mobile Networks, (3) Cloud and Network Services

and (4) Nokia Technologies. In addition, Nokia provides

net sales disclosure for the following business units

within the Network Infrastructure segment: (i) IP Networks,

(ii) Optical Networks and (iii) Fixed Networks.

The President and CEO is the chief operating decision-

maker monitoring the operating results of segments

for the purpose of assessing performance and making

decisions about resource allocation. Key financial

performance measures of the segments comprise

primarily net sales and segment operating profit.

The evaluation of segment performance and allocation

of resources is primarily based on segment operating

profit which the management believes is the most

relevant measure for this purpose. Segment operating

profit excludes intangible asset amortization and

other purchase price fair value adjustments, goodwill

impairments, restructuring-related charges and certain

other items of income and expenses that may not be

indicative of the business operating results.

Accounting policies of the segments are the same as

those for the Group except for the aforementioned

items of income and expenses that are not allocated to

the segments. Inter-segment revenues and transfers are

accounted for as if the revenues were to third parties,

that is, at current market prices.

Segment descriptions

Network Infrastructure

The Network Infrastructure segment serves communications

service providers, enterprises, webscales and public sector

customers. It comprises the following business units:

(i) IP Networks, which provides IP networks and services

for residential, mobile, enterprise and cloud applications;

(ii) Optical Networks, which provides optical transport

networks for metro, regional and long-haul applications

(iii) Fixed Networks, which provides fiber, fixed wireless access

and copper technologies.

The results of the Submarine Networks business, which were

previously reported as part of Network Infrastructure operating

segment, are presented in discontinued operations in these

consolidated financial statements. For more information on

discontinued operations, refer to Note 2.6. Discontinued

operations.

Mobile Networks

The Mobile Networks segment creates products and services

covering all mobile technology generations. Its portfolio

includes products for radio access networks (RAN) and

microwave radio (MWR) links for transport networks, and

solutions for network management, as well as network

planning, optimization, network deployment and technical

support services.

Cloud and Network Services

Cloud and Network Services segment provides open, fully

automated, and scalable software and solutions that accelerate

the journey of service providers and enterprises to

autonomous networks and new value creation.

Cloud and Network Services segment invests in technologies

that are critical to our customers’ growth: 5G core, secure

autonomous networks, private wireless and industrial edge,

and network APIs. Delivered in a secure, Software-as-a-Service

first model, these solutions help customers capture the

opportunities of digitalization, AI and cloud.

Nokia Technologies

Nokia Technologies segment monetizes Nokia’s intellectual

property, including patents, technologies and the Nokia brand,

building on Nokia’s continued innovation leadership, long-term

investment into research and development, and decades of

driving technology standards development. The majority of net

sales and related costs and expenses attributable to licensing

and patenting the patent portfolio of Nokia is recorded in

Nokia Technologies, while each segment separately records

its own research and development expenses.

Group Common and Other

Despite not being a reportable segment, Nokia also provides

segment-level information for Group Common and Other.

Group Common and Other includes Radio Frequency Systems

which had been managed as a separate entity and was

substantially divested in 2024. In addition, Group Common and

Other includes certain corporate-level and centrally managed

operating expenses, as well as fair value gains and losses on

investments in venture funds, including investments managed

by NGP Capital.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	141

Notes to the consolidated financial statements continued

Segment results

EURm	Network<br><br>Infrastructure(1)	Mobile<br><br>Networks	Cloud and<br><br>Network<br><br>Services	Nokia<br><br>Technologies	Group<br><br>Common and<br><br>Other	Eliminations<br><br>and<br><br>unallocated<br><br>items(2)	Nokia Group
2024
Net sales to external customers	6 517	7 721	3 021	1 928	33	—	19 220
Net sales to other segments	1	4	1	—	1	(7)	—
Operating profit/(loss)	761	409	249	1 514	(314)	(620)	1 999
Share of results of associated companies and<br><br>joint ventures	—	1	7	(1)	—	—	7
Financial income and expenses							85
Profit before tax							2 091
Other segment items
Depreciation and amortization	(167)	(369)	(75)	(32)	(16)	(314)	(973)
2023
Net sales to external customers	6 919	9 791	3 219	1 085	124	—	21 138
Net sales to other segments	(2)	6	1	—	6	(11)	—
Operating profit/(loss)	1 016	723	255	734	(391)	(676)	1 661
Share of results of associated companies and<br><br>joint ventures	—	(30)	7	12	—	(28)	(39)
Financial income and expenses							(153)
Profit before tax							1 469
Other segment items
Depreciation and amortization	(171)	(366)	(81)	(39)	(14)	(341)	(1 012)
2022
Net sales to external customers	7 894	10 658	3 350	1 583	276	—	23 761
Net sales to other segments	3	13	1	12	19	(48)	—
Operating profit/(loss)	1 069	940	177	1 208	(318)	(777)	2 299
Share of results of associated companies and<br><br>joint ventures	—	(11)	6	(8)	—	(13)	(26)
Financial income and expenses							(104)
Profit before tax							2 169
Other segment items
Depreciation and amortization	(176)	(347)	(91)	(34)	(28)	(397)	(1 073)		(1)Includes IP Networks net sales of EUR 2 583 million (EUR 2 606 million in 2023 and EUR 3 063 million in 2022), Optical Networks net sales of EUR 1 636 million (EUR 1 942 million<br><br>in 2023 and EUR 1 891 million in 2022) and Fixed Networks net sales of EUR 2 299 million (EUR 2 369 million in 2023 and EUR 2 943 million in 2022).<br><br>(2)Unallocated items comprise costs related to intangible asset amortization, restructuring-related charges, divestments of businesses and associates,  impairments and certain<br><br>other items.
---

Material reconciling items between total segment

operating profit and operating profit for the Group

EURm	2024	2023	2022
Total segment operating profit	2 619	2 337	3 076
Restructuring and associated<br><br>charges	(445)	(356)	(177)
Amortization of acquired<br><br>intangible assets	(314)	(341)	(397)
Divestment of associates	190	—	—
Impairment and write-off of<br><br>assets, net of reversals	(89)	(25)	(97)
Divestment of businesses	67	20	—
Costs associated with country exit	—	49	(98)
Other	(29)	(23)	(8)
Operating profit for the Group	1 999	1 661	2 299

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	142

Notes to the consolidated financial statements continued

Information by geographies and customer

concentration

Net sales to external customers by country

EURm	2024	2023	2022
Finland	2 060	1 192	1 697
United States	5 032	5 328	7 911
India	1 366	2 832	1 280
France	751	750	788
Other	10 011	11 036	12 085
Total	19 220	21 138	23 761

Net sales to external customers by country are based on the

location of the customer, except for Nokia Technologies IPR

and licensing net sales which are allocated to Finland.

Major customers

As is typical for our industry, Nokia’s net sales are largely driven

by multi-year customer agreements with a limited number of

significant customers. In 2024 and in 2023, no single customer

represented more than 10% of net sales. In 2022, net sales to

the largest customer were 11% of net sales to external

customers. Net sales to the largest customer were reported by

Network Infrastructure, Mobile Networks and Cloud and

Network Services, as well as Group Common and Other.

Non-current assets by country

EURm	2024	2023
Finland	1 476	1 549
United States	4 493	4 383
France	1 647	2 139
Other	1 042	1 376
Total	8 658	9 447

Non-current assets consists of goodwill, other intangible

assets, property, plant and equipment and right-of-use assets.

2.3. Operating expenses and other

operating income

Accounting policies

Nokia presents its income statement based on the

function of expenses as it considers this to provide more

relevant information about its financial performance.

Information about the nature of expenses is provided

in the notes. Certain items of income and expenses,

such as gains and losses from venture funds, are

presented as other operating income and expenses

as Nokia considers these items to be related to its

operating activities but not to any specific functions.

Government grants received as compensation for

expenses incurred are recognized as a reduction of

the related expenses except for certain non-recurring

grants that are recognized as other operating income.

Government grants received in the form of R&D tax

credits are recognized as a reduction of R&D expenses if

the tax credit relates to the R&D expenditures incurred

by Nokia and the tax credit is reimbursed in cash by the

government in cases where Nokia is not able to offset it

against its income tax payable. R&D tax credits that do

not meet both conditions are recognized as income

tax benefit.

Expenses by nature

EURm	2024	2023	2022
Personnel expenses	7 563	7 294	7 732
Material and customer contract<br><br>related expenses	7 660	9 947	10 748
Depreciation and amortization	973	1 012	1 073
IT services	370	388	368
Impairment charges	97	24	90
Other	990	979	1 546
Total operating expenses	17 653	19 644	21 557

Operating expenses include government grant income and R&D

tax credits of EUR 160 million (EUR 160 million in 2023 and

EUR 133 million in 2022) most of which have been recognized

as a deduction against research and development expenses.

Restructuring charges by function(1)

EURm	2024	2023	2022
Cost of sales	155	153	85
Research and development expenses	135	61	37
Selling, general and administrative<br><br>expenses	139	137	46
Total restructuring charges	429	351	168

(1)Restructuring charges include defined benefit plan curtailment income and expenses.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	143

Notes to the consolidated financial statements continued

Other operating income

EURm	2024	2023	2022
Gain on sale of associated companies	192	—	5
Gain on sale of property, plant and equipment	95	139	2
Gain on sale of businesses	70	29	—
Gains/(losses) from venture funds	47	(56)	27
Subsidies and government grants	—	—	20
Other	28	55	41
Total	432	167	95

Other operating expenses

EURm	2024	2023	2022
Changes in provisions	(8)	37	(134)
Impairment of disposal groups	—	—	(72)
Foreign exchange gains/(losses) on hedging forecasted sales and<br><br>purchases	23	94	(107)
Expected credit losses on trade receivables(1)	122	(5)	(106)
Other	(32)	(23)	(19)
Total	105	103	(438)

(1)In 2024, includes a decrease in loss allowance of EUR 111 million related to credit-impaired trade receivables for which payments

were received. Refer to note 4.5 Trade receivables and other customer-related balances for further details.

2.4. Financial income and expenses

Financial income

EURm	2024	2023	2022
Interest income on financial investments	269	199	68
Interest income on financing components of other contracts	31	21	13
Net interest income on defined benefit plans	176	188	93
Other financial income(1)(2)	(71)	18	4
Total	405	426	178

(1)In 2024, includes an expense of EUR 5 million (expense of EUR 2 million in 2023 and income of EUR 11 million in 2022) due to a

change in the fair value of the financial liability related to Nokia Shanghai Bell. Refer to Note 6.3. Significant partly-owned subsidiaries.

(2)In 2024, includes EUR 79 million (EUR 0 million in 2023 and EUR 0 million in 2022) fair value loss on equity investment in Vodafone

Idea.

Financial expenses

EURm	2024	2023	2022
Interest expense on interest-bearing liabilities	(209)	(201)	(102)
Negative interest on financial investments	(1)	(3)	(27)
Interest expense on financing components of other contracts(1)	(86)	(126)	(66)
Interest expense on lease liabilities	(31)	(27)	(25)
Net fair value (losses)/gains on hedged items under fair value hedge<br><br>accounting	(13)	(93)	262
Net fair value gains/(losses) on hedging instruments under fair value<br><br>hedge accounting	10	89	(265)
Net foreign exchange gains/(losses)	16	(192)	24
Other financial expenses(2)	(6)	(26)	(83)
Total	(320)	(579)	(282)

(1)In 2024, includes EUR 63 million (EUR 106 million in 2023 and EUR 46 million in 2022) related to the sale of receivables.

(2)In 2024, includes a decrease in loss allowance of EUR 7 million (increase in loss allowance of EUR 9 million in 2023 and impairment

of EUR 61 million in 2022) related to credit-impaired customers financing-related loan receivables.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	144

Notes to the consolidated financial statements continued

2.5. Income taxes

Accounting policies

Income tax expense comprises current tax and deferred tax.

Tax is recognized in the income statement except to the

extent that it relates to items recognized in other

comprehensive income, or directly in equity, in which case

the related tax is recognized in other comprehensive income

or equity, respectively.

Current taxes are calculated based on the results of the

Group companies in accordance with local tax laws and using

tax rates that are enacted or substantively enacted at the

reporting date. Corporate taxes withheld at the source of

the income on behalf of Group companies are accounted

for as income taxes when determined to represent a tax on

net income.

Deferred tax assets and liabilities are determined using the

balance sheet liability method for all temporary differences

arising between the tax bases of assets and liabilities and

their carrying amounts in the statement of financial

position. Deferred tax assets are recognized to the extent

it is probable that future taxable profit will be available

against which the unused tax losses, unused tax credits

and deductible temporary differences can be utilized in

the relevant jurisdictions. Deferred tax assets are assessed

for realizability at each reporting date. When facts and

circumstances indicate it is no longer probable that

deferred tax assets will be utilized, adjustments are made

as necessary.

Deferred tax liabilities are recognized for taxable temporary

differences, and for temporary differences that arise

between the fair value and the tax base of identifiable net

assets acquired in business combinations. Deferred tax

liabilities are not recognized if they arise from the initial

recognition of goodwill. Deferred tax liabilities are

recognized on taxable temporary differences associated

with investments in subsidiaries, associates and joint

arrangements, unless the timing of the reversal of the

temporary difference is controlled by Nokia, and it is

probable that the temporary difference will not reverse

in the foreseeable future. Nokia applies the exception to

recognizing and disclosing information about deferred

tax assets and liabilities related to Pillar Two income taxes,

as provided in the amendments to IAS 12 issued in May

2023. Deferred tax assets and deferred tax liabilities are

measured using the enacted or substantively enacted tax

rates at the reporting date that are expected to apply in the

period when the asset is realized or the liability is settled.

Deferred tax assets and liabilities are not discounted.

Deferred tax assets and deferred tax liabilities are offset for

presentation purposes when there is a legally enforceable

right to set off current tax assets against current tax

liabilities, and the deferred tax assets and deferred tax

liabilities relate to income taxes levied by the same taxation

authority on either the same taxable entity or different

taxable entities which intend either to settle current tax

liabilities and assets on a net basis, or realize the assets and

settle the liabilities simultaneously in each future period

in which significant amounts of deferred tax liabilities or

deferred tax assets are expected to be settled or recovered.

Nokia periodically evaluates positions taken in tax returns

in situations where applicable tax regulation is subject to

interpretation. The amounts of current and deferred tax

assets and liabilities are adjusted when it is considered

probable, i.e. more likely than not, that certain tax positions

may not be fully sustained upon review by tax authorities.

The amounts recorded are based on the most likely amount

or the expected value, depending on which method Nokia

expects to better predict the resolution of the uncertainty,

at each reporting date.

Critical accounting judgment

Nokia is subject to income taxes in the jurisdictions in

which it operates. Judgment is required in determining

current tax expense, uncertain tax positions, deferred

tax assets and deferred tax liabilities; and the extent to

which deferred tax assets can be recognized.

Estimates related to the recoverability of deferred tax

assets are based on forecast future taxable income

and tax planning strategies. Based on these estimates

and assumptions, at 31 December 2024, Nokia has

EUR 21 853 million (EUR 21 569 million in 2023) of

unused tax losses, unused tax credits and deductible

temporary differences for which no deferred tax assets

are recognized due to uncertainty of utilization. The

majority of the unrecognized deferred tax assets relate

to France.

The utilization of deferred tax assets is dependent on

future taxable profit in excess of the profit arising from

the reversal of existing taxable temporary differences.

The recognition of deferred tax assets is based on the

assessment of whether it is probable that sufficient

taxable profit will be available in the future to utilize the

unused tax losses, unused tax credits and deductible

temporary differences before the unused tax losses

and unused tax credits expire. Recognition of deferred

tax assets involves judgment regarding the future

financial performance of the particular legal entity

or tax group that has recognized the deferred tax asset.

At 31 December 2022, Nokia re-recognized deferred

tax assets of EUR 2.5 billion related to Finland in the

statement of financial position.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	145

Notes to the consolidated financial statements continued

Components of the income tax expense/benefit

EURm	2024	2023	2022
Current tax expense	(439)	(429)	(421)
Deferred tax benefit/(expense)	59	(391)	2 454
Total	(380)	(820)	2 033

Income tax reconciliation

Reconciliation of the difference between income tax computed at the statutory rate in Finland of

20% and income tax recognized in the income statement:

EURm	2024	2023	2022
Income tax expense at statutory rate	(418)	(294)	(434)
Permanent differences	149	146	76
Non-creditable withholding taxes	(44)	(38)	(66)
Income taxes for prior years	10	23	2
Effect of different tax rates of subsidiaries operating in other jurisdictions	(46)	(143)	(66)
Effect of deferred tax assets not recognized(1)	(44)	(533)	(99)
Benefit arising from previously unrecognized deferred tax assets(2)	81	25	2 646
Net (increase)/decrease in uncertain tax positions	(29)	(15)	9
Change in income tax rates	(27)	32	24
Income taxes on undistributed earnings	(12)	(23)	(59)
Total	(380)	(820)	2 033

(1)In 2023, includes a remeasurement of deferred tax assets related to internal operating model change.

(2)In 2022, includes a re-recognition of deferred tax assets related to Finland.

Income tax liabilities and assets include a net liability of EUR 207 million (EUR 184 million in 2023)

relating to uncertain tax positions with inherently uncertain timing of cash outflows.

Prior period income tax returns for certain Group companies are under examination by local tax

authorities. Nokia has ongoing tax investigations in various jurisdictions, including Australia,

Brazil, Canada, China, France, India and United States. Nokia’s business and investments,

especially in emerging market countries, may be subject to uncertainties, including unfavorable

or unpredictable tax treatment. Management judgment and a degree of estimation are required

in determining the tax expense or benefit. Even though management does not expect that any

significant additional taxes in excess of those already provided for will arise as a result of these

examinations, the outcome or actual cost of settlement may vary materially from estimates.

Deferred tax assets and liabilities

Deferred tax assets and liabilities relate to the following:

	2024			2023
	Deferred	Deferred	Net	Deferred	Deferred	Net
EURm	tax assets	tax liabilities	balance	tax assets	tax liabilities	balance
Tax losses carried forward and<br><br>unused tax credits	1 019	—		1 062	—
Undistributed earnings	—	(213)		—	(215)
Intangible assets and property,<br><br>plant and equipment	2 957	(152)		2 962	(312)
Right-of-use assets	—	(131)		—	(177)
Defined benefit pension assets	—	(2 106)		—	(1 913)
Other non-current assets	24	(17)		83	(37)
Inventories	148	(12)		185	(18)
Other current assets	160	(69)		221	(93)
Lease liabilities	137	—		156	—
Defined benefit pension and other<br><br>post-employment liabilities	917	—		991	—
Other non-current liabilities	8	—		14	(1)
Provisions	254	(75)		245	(138)
Other current liabilities	287	(106)		301	(184)
Other temporary differences	34	(27)		33	(17)
Total before netting	5 945	(2 908)	3 037	6 253	(3 105)	3 148
Netting of deferred tax assets and<br><br>liabilities	(2 346)	2 346	—	(2 380)	2 380	—
Total after netting	3 599	(562)	3 037	3 873	(725)	3 148

In 2023, Nokia recognized a deferred tax expense and a decrease in deferred tax assets of

EUR 0.4 billion due to an internal transaction related to an operating model change that led

to a remeasurement of deferred tax assets in Finland and the United States.

Nokia has undistributed earnings of EUR 377 million (EUR 356 million in 2023) for which a

deferred tax liability has not been recognized as these earnings will not be distributed in the

foreseeable future.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	146

Notes to the consolidated financial statements continued

Movements in the net deferred tax balance during the year:

EURm	2024	2023	2022
1 January	3 148	3 502	990
Recognized in income statement, continuing operations	59	(391)	2 454
Recognized in income statement, discontinued operations	—	(3)	(2)
Recognized in other comprehensive income	(77)	51	56
Acquisitions through business combinations	2	—	—
Disposals	(75)	—	—
Other	—	(3)	2
Translation differences	(20)	(8)	2
31 December	3 037	3 148	3 502

In addition, at 31 December 2024, Nokia has unrecognized deferred tax assets of which

the majority relate to France. These deferred tax assets have not been recognized due to

uncertainty regarding their utilization. A significant portion of the French unrecognized deferred

tax assets are indefinite in nature and available against future French tax liabilities, subject to a

limitation of 50% of annual taxable profits.

The amount of temporary differences, tax losses carried forward and tax credits for which no

deferred tax asset was recognized due to uncertainty of utilization:

EURm	2024	2023
Temporary differences	1 810	1 743
Tax losses carried forward	19 770	19 482
Tax credits	273	344
Total	21 853	21 569

Expiry of tax losses carried forward and unused tax credits:

	2024			2023
EURm	Recognized	Unrecognized	Total	Recognized	Unrecognized	Total
Tax losses carried forward
Within 10 years	1 356	1 022	2 378	1 375	1 025	2 400
Thereafter	74	—	74	17	—	17
No expiry	1 972	18 748	20 720	2 229	18 457	20 686
Total	3 402	19 770	23 172	3 621	19 482	23 103
Tax credits
Within 10 years	126	254	380	143	329	472
Thereafter	45	4	49	48	1	49
No expiry	153	15	168	154	14	168
Total	324	273	597	345	344	689

Nokia continually evaluates the probability of utilizing its deferred tax assets and considers both

positive and negative evidence in its assessment. As the majority of the recognized deferred tax

assets relate to Finland, Nokia has considered the following factors in the assessment:

■The recent years’ cumulative accounting and taxable profit in Finland;

■Expectations regarding future financial performance in Finland; and

■The relevant attributes underlying the deferred tax assets are generally not subject to expiry.

At 31 December 2022, Nokia concluded based on its assessment that it is probable that it will be

able to utilize the unused tax losses and deductible temporary differences and re-recognized

deferred tax assets of EUR 2.5 billion in the statement of financial position.

In 2023 and 2024, Nokia generated accounting and taxable profit in Finland and continued to

recognize deferred tax assets related to Finland. In its assessment, Nokia has not applied any

cut-off period, other than expiry under the relevant tax legislation. A significant portion of the

tax attributes for which the deferred tax assets relate to are indefinite in nature and available

fully against future Finnish tax liabilities. Due to the non-expiry of these assets, the sensitivity

of future profit projections affects mainly the period over which the deferred tax assets are

expected to be utilized. Nokia will continue to monitor the above factors related to Finland,

including in particular its actual profit record, in upcoming periods.

Income tax related to items of other comprehensive income

	2024			2023			2022
EURm	Gross	Tax	Net	Gross	Tax	Net	Gross	Tax	Net
Remeasurements of defined benefit<br><br>plans	408	(85)	323	(343)	61	(282)	(424)	77	(347)
Translation differences	537	8	545	(535)	7	(528)	710	1	711
Net investment hedges	(40)	8	(32)	135	(27)	108	(127)	(20)	(147)
Cash flow and other hedges	21	(3)	18	(61)	10	(51)	83	(15)	68
Financial assets at fair value through<br><br>other comprehensive income	19	(5)	14	10	—	10	(46)	13	(33)
Other increase/(decrease), net	3	—	3	(4)	—	(4)	(3)	—	(3)
Total	948	(77)	871	(798)	51	(747)	193	56	249

OECD Pillar Two model rules

Nokia is within the scope of the OECD Pillar Two model rules, which introduced a global minimum

tax rate of 15% per jurisdiction. Pillar Two legislation has been enacted in Finland, the jurisdiction

in which Nokia is incorporated, and is effective from 1 January 2024.

Nokia has performed an analysis of the impact of the Pillar Two legislation and based on this

analysis, in 2024, the impact on income tax expense is immaterial. The main elements of this

analysis were the following:

■Current understanding of the interpretation of the rules.

■Applicability of the safe harbors provided for in the Pillar Two legislation.

■Analysis and calculations of potential income tax expense in respect of jurisdictions not

meeting safe harbor tests.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	147

Notes to the consolidated financial statements continued

2.6. Discontinued operations

Accounting policies

Non-current assets or disposal groups are classified as held for sale if their carrying

amounts will be recovered principally through a sale transaction rather than through

continuing use. Non-current assets or disposal groups classified as held for sale are

measured at the lower of their carrying amount and fair value less costs to sell. Non-

current assets classified as held for sale, or included in a disposal group classified as held

for sale, are not depreciated or amortized.

Discontinued operation is reported when a component of Nokia, comprising operations

and cash flows that can be clearly distinguished both operationally and for financial reporting

purposes from the rest of Nokia, has been disposed of or is classified as held for sale, and

that component represents a major line of business or geographical area of operations or

is part of a single coordinated plan to dispose of a separate major line of business or

geographical area of operations. Profit or loss from discontinued operations is reported

separately from income and expenses from continuing operations in the consolidated

income statement, with prior periods presented on a comparative basis. Intra-group

revenues and expenses between continuing and discontinued operations are eliminated.

On 27 June 2024, Nokia announced it had entered into a put option agreement to sell its wholly

owned subsidiary Alcatel Submarine Networks (ASN) to the French State. Upon entering into the

agreement Nokia classified the assets and liabilities of ASN as held for sale and recorded an

impairment loss of EUR 514 million on the measurement of ASN's net assets to fair value less

costs to sell. Beginning from the second quarter of 2024 the Submarine Networks business,

which was previously reported as part of Network Infrastructure operating segment, is presented

as a discontinued operation.

The sale was completed on 31 December 2024. Nokia recorded a gain of EUR 29 million related

to the sale and received a cash consideration of EUR 98 million from the sale. Nokia expects to

receive the remaining cash consideration of EUR 30 million from the sale in the first half of 2025.

In addition, Nokia retained a 20% shareholding in ASN with board representation to ensure a

smooth transition until targeted exit, at which point it is planned for the French State to acquire

Nokia’s remaining interest. Nokia accounts for its remaining interest in ASN as an investment in

an associated company.

Critical accounting judgment

Nokia classified its non-core standalone Submarine Networks business, a global provider

of submarine communication networks, as held-for-sale and a discontinued operation

following the announcement of its sale on 27 June 2024. For financial reporting purposes

the Submarine Networks business had been a separate cash-generating unit within the

Network Infrastructure reportable segment. Judgment was applied in determining that

the Submarine Networks business is a component of Nokia that represents a separate

major line of business which should be presented as a discontinued operation.

Results of discontinued operations

EURm	2024	2023	2022
Net sales	1 059	1 120	1 150
Expenses	(989)	(1 090)	(1 105)
Operating profit	70	30	45
Financial income and expenses	(7)	5	15
Impairment loss recognized on the remeasurement to fair<br><br>value less costs to sell	(514)	—	—
Gain on sale	29	—	—
(Loss)/profit from discontinued operations before tax	(422)	35	60
Income tax expense	(5)	(5)	(3)
(Loss)/profit from discontinued operations(1)(2)	(427)	30	57

(1)Loss/profit from discontinued operations is attributable to the equity holders of the parent in its entirety.

(2)In 2022, the profit from discontinued operations includes EUR 50 million net income resulting from the resolution of a tax dispute

related to Nokia’s former Devices & Services business which was sold in 2014.

Cash flows from discontinued operations

EURm	2024	2023	2022
Net cash flows from/(used in) operating activities	193	(44)	41
Net cash flows used in investing activities(1)	(188)	(59)	(83)
Net cash flows used in financing activities	(18)	(14)	(11)
Net cash flows used in discontinued operations	(13)	(117)	(53)

(1)Cash proceeds from the disposal of the Submarine Networks business, net of cash disposed of, are included in net cash flows used

in investing activities of discontinued operations.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	148

Notes to the consolidated financial statements continued

Reconciliation of gain on sale of Submarine Networks business

EURm	31 December 2024
Cash proceeds	98
Deferred cash consideration	30
Total consideration	128
Carrying amount of net assets on disposal	(170)
Cumulative other comprehensive income	64
Transaction costs	(25)
Fair value of retained interest in associate	32
Gain on sale before tax	29
Income tax	—
Gain on sale after tax	29

Carrying amount of assets and liabilities on disposal

EURm	31 December 2024
ASSETS
Property, plant and equipment	102
Deferred tax assets	80
Inventories	147
Trade receivables	99
Contract assets	293
Other current financial and firm commitment assets	98
Other assets	89
Cash and cash equivalents	227
Total assets	1 135
LIABILITIES
Lease liabilities	36
Provisions	46
Other financial and firm commitment liabilities	50
Trade payables	93
Contract liabilities	347
Accrued expenses related to customer projects	184
Other liabilities	209
Total liabilities	965
Net assets on disposal	170

2.7. Earnings per share

Accounting policies<br><br>Basic earnings per share is calculated by dividing the profit or loss attributable to<br><br>equity holders of the parent by the weighted average number of shares outstanding<br><br>during the year. Diluted earnings per share is calculated by adjusting the profit or loss<br><br>attributable to equity holders of the parent, and the weighted average number of<br><br>shares outstanding, for the effects of all dilutive potential ordinary shares. Potential<br><br>ordinary shares are excluded from the calculation of diluted earnings per share when<br><br>they are determined to be antidilutive.
m	2023	2022
---	---	---
Profit or loss attributable to equity holders of the parent
Continuing operations	635	4 193
Discontinued operations	30	57
Profit for the year	665	4 250
Number of shares (000s)
Weighted average number of shares outstanding	5 549 468	5 614 182
Effect of potentially dilutive shares
Performance shares	8 190	46 187
Restricted shares and other(1)	28 265	9 651
Total effect of potentially dilutive shares	36 455	55 838
Adjusted weighted average number of shares	5 585 923	5 670 020
(1)    Includes the matching shares related to the employee share purchase plan.
Earnings per share,
Basic earnings per share
Continuing operations	0.11	0.75
Discontinued operations	0.01	0.01
Profit for the year	0.12	0.76
Diluted earnings per share
Continuing operations	0.11	0.74
Discontinued operations	0.01	0.01
Profit for the year	0.12	0.75

All values are in Euros.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	149

Notes to the consolidated financial statements continued

Section 3

Compensation

and benefits

This section provides information on Nokia’s

employee benefits including remuneration of the

management and Board of Directors. Employee

benefits comprise salaries and wages, short-term

cash incentives and share-based payments, as well

as post-employment benefits in accordance with

the local conditions and practices in the countries

in which Nokia operates.

Information about the remuneration of the President

and CEO and Board of Directors is provided in

compliance with Finnish Accounting Standards.

3.1. Summary of personnel expenses

EURm	2024	2023	2022
Salaries and wages(1)	6 163	5 859	6 318
Pensions and other post-<br><br>employment benefits
Defined contribution plans	242	249	239
Defined benefit plans(2)	157	155	192
Share-based payments	239	201	148
Social security costs	762	830	835
Total	7 563	7 294	7 732

(1)Includes termination benefits.

(2)Excludes amounts recorded in financial income and expenses, refer to Note 3.4.

Pensions and other post-employment benefits.

Average number of employees

Number of employees	2024	2023	2022
Continued Operations	78 434	84 795	85 101
Discontinued Operations	1 927	1 894	1 795
Total	80 361	86 689	86 896

3.2. Remuneration of key management

Remuneration of the Group Leadership Team

The amounts below represent each member’s time on the

Group Leadership Team.

EURm	2024	2023	2022
Short-term benefits	14	13	17
Post-employment benefits(1)	1	1	1
Share-based payments	12	13	13
Termination benefits(2)	4	—	1
Total	31	27	32

(1)The members of the Group Leadership Team participate in the local retirement

programs applicable to employees in the country where they reside.

(2)Includes both termination payments and payments made under exceptional

contractual arrangements for lapsed equity awards.

Remuneration of the President and CEO

EUR	2024	2023	2022
Base salary	1 410 500	1 322 750	1 300 000
Cash incentive payments	1 824 834	1 079 695	2 342 438
Share-based payment<br><br>expenses(1)	3 117 360	5 041 885	5 425 169
Pension expenses	310 937	422 274	406 806
Other benefits(2)	55 044	95 756	113 850
Total	6 718 675	7 962 360	9 588 263

(1)Represents the expense for all outstanding equity grants recorded during the year.

(2)Other benefits consist of telephone, car, driver, mobility, tax compliance support

and medical insurance.

Terms of termination of service agreement of the President

and CEO

On 10 February 2025, Nokia announced Pekka Lundmark will

step down as President and CEO of Nokia effective 31 March

2025. Refer to Note 6.5. Subsequent events for more details.

In accordance with Mr. Lundmark’s service agreement, he will

receive salary and benefits during the 12-month notice period,

and he is entitled to any short- or long-term incentives that will

vest during the notice period. Any unvested equity awards

would be forfeited after the notice period, unless the Board

determines otherwise.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	150

Notes to the consolidated financial statements continued

Remuneration of the Board of Directors

| The annual remuneration paid to the members of the Board of Directors, as decided by the Annual General Meetings in the respective years: | | --- || | 2024 | | | 2023 | | | 2022 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Annual fee(1)<br><br>EUR | Meeting fees(2)<br><br>EUR | Shares received(3)<br><br>number | Annual fee(1)<br><br>EUR | Meeting fees(2)<br><br>EUR | Shares received(3)<br><br>number | Annual fee(1)<br><br>EUR | Meeting fees(2)<br><br>EUR | Shares received(3)<br><br>number | | Sari Baldauf, Chair (4)(5) | 465 000 | 10 000 | 52 993 | 465 000 | 10 000 | 47 427 | 440 000 | — | 36 217 | | Søren Skou, Vice Chair(5) | 220 000 | 14 000 | 25 072 | 225 000 | 14 000 | 22 948 | 210 000 | 9 000 | 17 285 | | Timo Ahopelto(4)(6) | 210 000 | 10 000 | 23 932 | 210 000 | 10 000 | 21 418 | — | — | — | | Bruce Brown | — | — | — | — | 5 000 | — | 210 000 | 17 000 | 17 285 | | Elizabeth Crain(4)(5) | 220 000 | 12 000 | 25 072 | 215 000 | 15 000 | 21 928 | — | — | — | | Thomas Dannenfeldt(4)(5)(7) | 240 000 | 14 000 | 27 351 | 230 000 | 9 000 | 23 458 | 200 000 | 9 000 | 16 462 | | Lisa Hook(5)(7) | 210 000 | 14 000 | 23 932 | 200 000 | 17 000 | 20 399 | 185 000 | 7 000 | 15 227 | | Jeanette Horan | — | — | — | 210 000 | 10 000 | 21 418 | 195 000 | — | 16 050 | | Edward Kozel | — | — | — | — | 5 000 | — | 205 000 | 12 000 | 16 874 | | Mike McNamara (6)(7) | 210 000 | 14 000 | 23 932 | — | — | — | — | — | — | | Thomas Saueressig(6) | 195 000 | 14 000 | 22 223 | 195 000 | 14 000 | 19 889 | 180 000 | 7 000 | 14 816 | | Carla Smits-Nusteling(7) | 215 000 | 9 000 | 24 502 | 215 000 | 14 000 | 21 928 | 200 000 | 9 000 | 16 462 | | Kai Öistämö(6) | 205 000 | 10 000 | 23 362 | 205 000 | 10 000 | 20 908 | 180 000 | 5 000 | 14 816 | | Total | 2 390 000 | 121 000 | | 2 370 000 | 133 000 | | 2 205 000 | 75 000 | || (1)Annual fees consist of Board member fees and Committee chair and member fees.<br><br>(2)Meeting fees include all meeting fees paid for the term that ended at the Annual General Meeting held on 3 April 2024, and meeting fees accrued and paid in 2024 for the term that began at the same meeting.<br><br>(3)Approximately 40% of each Board member’s annual compensation is paid in Nokia shares purchased from the market, and the remaining approximately  60% is paid in cash.<br><br>(4)Annual fees in  2024 include EUR 30 000 for Thomas Dannenfeldt as Chair and EUR 15 000 for Timo Ahopelto, Sari Baldauf and  Elizabeth Crain as members of the Personnel Committee.<br><br>(5)Annual fees in 2024 include EUR 20 000 for Elizabeth Crain as Chair and EUR 10 000 for Sari Baldauf, Thomas Dannenfeldt, Lisa Hook and Søren Skou as members of the Strategy Committee.<br><br>(6)Annual fees in 2024 include EUR 20 000 for Kai Öistämö as Chair and EUR 10 000 for Timo Ahopelto, Mike McNamara  and Thomas Saueressig as members of the Technology Committee.<br><br>(7)Annual fees in 2024 include EUR 30 000 for Carla Smits-Nusteling as Chair and EUR 15 000 for Thomas Dannenfeldt, Lisa Hook and Mike McNamara as members of the Audit Committee. | | --- |

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	151

Notes to the consolidated financial statements continued

3.3. Share-based payments

Accounting policies

Nokia offers three types of global share-based

compensation plans for employees: performance shares,

restricted shares and the employee share purchase plan.

All plans are equity-settled.

Employee services received and the corresponding

increase in equity are measured by reference to the

fair value of the equity instruments at the grant date,

excluding the impact of any non-market vesting

conditions. Plans that apply tranched vesting are

accounted for under the graded vesting model. Share-

based compensation plans are generally conditional on

continued employment as well as the fulfillment of any

performance conditions specified in the award terms.

Until the Nokia shares are delivered, the participants

do not have any shareholder rights, such as voting or

dividend rights, associated with the shares. The share

grants are generally forfeited if the employment

relationship with Nokia terminates prior to vesting.

Share-based compensation is recognized as an expense

over the relevant service periods.

Share-based payment expense

In 2024, the share-based payment expense recognized in the

income statement for continuing operations for all share-

based compensation plans amounted to EUR 239 million

(EUR 201 million in 2023 and EUR 148 million in 2022).

Performance shares

In 2024, Nokia had outstanding Performance shares from

grants made in 2021, 2022, 2023 and 2024. Starting in 2021,

grants made for Performance shares have been targeted on a

more limited basis to senior level employees and executives.

Performance share plans at 31 December 2024:

Plan	Performance<br><br>shares<br><br>outstanding<br><br>at target	Confirmed<br><br>payout<br><br>(% of target)	Performance<br><br>period	Settlement year
2021	251 552	12%	2021–2023	2024/2025
2022	10 752 500	0%	2022–2024	2025/2026
2023	13 675 400	—	2023–2025	2026/2027
2024	19 057 490	—	2024–2026	2027/2028

The 2021 and 2022 Performance share grants have a three-

year vesting period where Nokia’s actual total shareholder

return (ATSR) is compared to the target total shareholder

return to determine the number of Nokia shares that will be

delivered at settlement. The 2021 and 2022 Performance

share grants do not include a minimum payout guarantee.

The 2023 Performance share grants apply the ATSR

performance metric to two-thirds of the grant. For the

remaining one-third of the granted shares, the metrics are

either a service condition alone or a Relative total shareholder

return (RTSR). RTSR grants measure Nokia’s share performance

against its peer group companies where minimum payout for

this metric requires Nokia to be at least in the 25th percentile

when compared with the peer group.

The 2024 Performance share grants apply the performance

metrics to two-thirds of the grant. For the remaining one-third

of the granted shares, the metrics are either a service

condition or performance metrics. The performance metrics

of the 2024 performance share grants are 50% RTSR, 40%

Cumulative EPS targets adjusted for non-recurring events,

and 10% carbon emissions targets.

Restricted shares

In 2024, there were outstanding Restricted shares from grants

made in 2021, 2022, 2023 and 2024. Starting in 2021, Nokia

has granted Restricted shares to selected employees as the

primary method of equity compensation. Restricted shares

are Nokia shares that will be delivered to eligible participants

at a future point in time, subject to the fulfillment of

predetermined service conditions. Restricted shares will either

vest on the third anniversary of the award or follow a tranche

vesting schedule whereby each plan vests in one or more

tranches determined at the award date.

The Restricted share grants are generally forfeited if the

employment relationship with Nokia terminates prior to vesting

of the applicable tranche or tranches.

Employee share purchase plan

Nokia offers a voluntary Employee Share Purchase Plan (ESPP)

to its employees. Participating employees make contributions

from their net salary to purchase Nokia shares on a monthly

basis during a 12-month savings period. Nokia delivers one

matching share for every two purchased shares the employee

holds at the end of the plan cycle. In 2024, 7 455 343 matching

shares were issued as a settlement to the participants of the

ESPP 2023 (6 726 190 matching shares issued under the 2022

Plan in 2023, and 5 243 560 matching shares issued under the

2021 Plan in 2022).

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	152

Notes to the consolidated financial statements continued

Share-based payment plans by instrument

	Performance shares		Restricted shares
	Number of shares<br><br>outstanding at target	Weighted average grant<br><br>date fair value (EUR)	Number of shares<br><br>outstanding	Weighted average grant<br><br>date fair value (EUR)
1 January 2022	79 827 008		26 763 693
Granted	12 661 300	3.49	32 238 100	4.15
Forfeited	(2 450 396)		(1 695 734)
Vested(1)	(26 290 064)		(2 778 431)
31 December 2022	63 747 848		54 527 628
Granted	15 207 400	3.10	45 322 400	3.36
Forfeited	(3 916 744)		(1 998 801)
Vested(1)	(31 691 700)		(3 175 287)
31 December 2023	43 346 804		94 675 940
Granted	19 202 484	3.65	57 602 936	3.48
Forfeited	(3 589 329)		(5 471 235)
Vested(1)	(15 223 017)		(23 834 342)
31 December 2024	43 736 942		122 973 299
(1)Vested performance shares at target are to be multiplied by the confirmed payout (% of target) to calculate the total number of Nokia shares settled.						Estimation of grant date fair values
---	---
Plan	Grant date fair value
ATSR	Estimated considering the dividend-adjusted Nokia share price at the end of the performance period of the plan and the target payout<br><br>levels set for the plan.
RTSR	Estimated considering a combination of the dividend-adjusted Nokia share price compared with benchmark companies’ share prices at<br><br>the end of the performance period of the plan and the target payout levels set for the plan.
Restricted<br><br>Shares	Estimated using the grant date market price of the Nokia share less the present value of dividends expected to be paid during the<br><br>vesting period.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	153

Notes to the consolidated financial statements continued

3.4. Pensions and other post-employment benefits

Accounting policies

Nokia has various post-employment plans in accordance with the local conditions and

practices in the countries in which it operates. Nokia’s defined benefit plans comprise

pension schemes as well as other benefit plans providing post-employment healthcare and

life insurance coverage to certain employee groups. Defined benefit plans expose Nokia to

various risks such as investment risk, interest rate risk, life expectancy risk, and regulatory/

compliance risk. The characteristics and extent of these risks vary depending on the legal,

fiscal and economic requirements in each country as well as the impact of global events.

The plans are generally funded through payments to insurance companies or contributions

to trustee-administered funds as determined by periodic actuarial calculations.

The costs of defined benefit plans are assessed using the projected unit credit method.

The defined benefit obligation is measured as the present value of the estimated future

cash outflows using interest rates on high-quality corporate bonds or government bonds

with maturities most closely matching expected payouts of benefits. The plan assets

are measured at fair value at the reporting date. The liability or asset recognized in the

statement of financial position is the present value of the defined benefit obligation at the

reporting date less the fair value of plan assets adjusted for effects of any asset ceiling.

Actuarial valuations for defined benefit plans are performed annually or when a material

plan amendment, curtailment or settlement occurs. Service cost related to employees’

service in the current period and past service cost resulting from plan amendments and

curtailments, as well as gains and losses on settlements, are presented in cost of sales,

research and development expenses or selling, general and administrative expenses. Net

interest as well as pension plan administration costs not considered in determining the

return on plan assets, are presented in financial income and expenses. Remeasurements,

comprising actuarial gains and losses, the effect of the asset ceiling and the return

on plan assets, excluding amounts recognized in net interest, are recognized in other

comprehensive income. Remeasurements are not reclassified to profit or loss in

subsequent periods.

In a defined contribution plan, Nokia’s legal or constructive obligation is limited to the

amount that it agrees to contribute to the plan. Nokia’s contributions to defined

contribution plans, multi-employer and insured plans are recognized in the income

statement in the period to which the contributions relate. If a pension plan is funded

through an insurance contract where Nokia does not retain any legal or constructive

obligations, the plan is treated as a defined contribution plan. All arrangements that

do not fulfill these conditions are considered defined benefit plans.

Defined benefit plans

Nokia’s most significant defined benefit plans are in the United States, Germany, and the

United Kingdom. Together, they account for 92% of Nokia’s total defined benefit obligation

(93% in 2023) and 91% of Nokia’s total fair value of plan assets (91% in 2023).

Summary of defined benefit balances at 31 December

EURm	Defined<br><br>benefit<br><br>obligation	Fair value of<br><br>plan assets	Effects of<br><br>asset ceiling	Net defined<br><br>benefit<br><br>balance
2024
United States, Pension	(10 688)	16 188	—	5 500
United States, OPEB	(1 393)	701	—	(692)
Germany	(1 959)	1 240	—	(719)
United Kingdom	(529)	736	—	207
Other	(1 220)	1 858	(85)	553
Total	(15 789)	20 723	(85)	4 849
2023
United States, Pension	(11 325)	16 285	—	4 960
United States, OPEB	(1 471)	675	—	(796)
Germany	(2 037)	1 199	—	(838)
United Kingdom	(782)	957	—	175
Other	(1 253)	1 798	(87)	458
Total	(16 868)	20 914	(87)	3 959

Funded status of defined benefit obligation:

EURm	2024	2023
Wholly funded	12 665	12 782
Partly funded	2 252	3 149
Unfunded	872	937
Total	15 789	16 868

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	154

Notes to the consolidated financial statements continued

United States

Nokia has significant defined benefit pension plans and a significant post-employment welfare

benefit plan (OPEB) providing post-employment healthcare benefits and life insurance coverage

in the United States.

Defined Benefit Pension Plans

The defined benefit pension plans include both traditional service-based programs and cash-

balance plans. Salaried, non-union-represented employees are covered by a cash-balance

program. All other legacy programs, including legacy service-based programs, were frozen by

31 December 2009. For former employees who, when actively employed, were represented

by a union, Nokia maintained two defined benefit pension plans, both of which are traditional

service-based programs. On 31 December 2021, these two plans were merged.

Other Post-Employment Benefit Plan

The other post-employment benefit plan provides welfare benefits for certain retired former

employees. Pursuant to an agreement with the Communications Workers of America (CWA) and

the International Brotherhood of Electrical Workers (IBEW) unions, Nokia provides post-employment

healthcare benefits and life insurance coverage for employees formerly represented by these

two unions. That agreement was renewed in 2020, and the contract expires on 31 December

2027.

On 1 October 2024, Nokia transferred investment management operations for US Pension,

OPEB and 401(k) assets to Mercer in an Outsourced Investment Management (OCIO) transaction.

Germany

Nokia maintains two primary plans in Germany which cover the majority of active employees:

the cash-balance plan Beitragsorientierter Altersversorgungs Plan (BAP) for the Group’s Nokia

employees and a similar cash-balance program (AVK Basis-/Matchingkonto) for the Group’s

former Alcatel-Lucent employees. Individual benefits are generally dependent on eligible

compensation levels, ranking within the Group and years of service. These plans are partially

funded defined benefit pension plans, the benefits being subject to a minimum return

guaranteed by the Group. The funding vehicle for the BAP is the NSN Pension Trust e.V.

The trust is legally separate from the Group and manages the plan assets in accordance with

the respective trust agreements.

All other plans have been frozen or closed in prior years and replaced by the cash-balance plans.

Benefits are paid in annual installments, as monthly retirement pension, or as a lump sum on

retirement in an amount equal to accrued pensions and guaranteed interest.

United Kingdom

Nokia maintains one primary plan in the UK, “Nokia Retirement Plan for former NSN & ALU

employees”, which is the result of the 2019 merger of the legacy Nokia plan where the plan

was merged and members’ benefits were transferred to the legacy Alcatel-Lucent plan. The

combined plan consists of both money purchase sections with Guaranteed Minimum Pension

(GMP) underpin and final salary sections. All final salary sections are closed to future benefit

accrual: the legacy Nokia plan closed on 30 April 2012 and the legacy Alcatel-Lucent plan

on 30 April 2018. Individual benefits for final salary sections are dependent on eligible

compensation levels and years of service. For the money purchase sections with GMP underpin,

individual benefits are dependent on the greater of the value of GMP at retirement date and

the pension value resulting from the individual’s invested funds. Nokia engages the services of

an external trustee service provider to manage all investments for the combined pension plan.

During 2024, Nokia completed a risk transfer buy-out in the amount of EUR 178 million, with

insurer Aviva, for certain beneficiaries whose liability was covered by an existing insurance

agreement.

With regard to the implications of the ruling by the High Court in June 2023, and the dismissal

of appeal by the Court of Appeal in July 2024, in the case of Virgin Media Limited v NTL Pension

Trustees II Ltd, Nokia’s UK Pension Trustee will be undertaking an investigation pending further

developments of this case in the courts expected in early 2025. As at 31 December 2024,

management has not identified any benefit uncertainties for which the potential impact would

need to be considered.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	155

Notes to the consolidated financial statements continued

Movements in the defined benefit obligation, fair value of plan assets and the impact of the asset ceiling limitation for the years ended 31 December

Defined benefit obligation	2024				2023
EURm	United States<br><br>pension	United States<br><br>OPEB	Other pension	Total	United States<br><br>pension	United States<br><br>OPEB	Other pension	Total
1 January	(11 325)	(1 471)	(4 072)	(16 868)	(12 340)	(1 615)	(4 357)	(18 312)
Current service cost	(86)	—	(62)	(148)	(83)	—	(74)	(157)
Interest expense	(509)	(67)	(142)	(718)	(563)	(73)	(173)	(809)
Past service cost	(12)	—	7	(5)	(9)	—	3	(6)
Settlements(1)	—	—	178	178	—	—	501	501
Total	(607)	(67)	(19)	(693)	(655)	(73)	257	(471)
Remeasurements:
Gain/(loss) from change in demographic assumptions	114	17	32	163	66	1	(12)	55
Gain/(loss) from change in financial assumptions	463	62	88	613	(114)	(26)	(161)	(301)
Experience gain/(loss)	94	27	(13)	108	(43)	28	(11)	(26)
Total	671	106	107	884	(91)	3	(184)	(272)
Translation differences	(664)	(87)	(32)	(783)	431	57	(12)	476
Contributions from plan participants	—	(76)	(4)	(80)	—	(60)	(24)	(84)
Benefits paid	1 237	212	272	1 721	1 330	229	249	1 808
Other(2)	—	(10)	40	30	—	(12)	(1)	(13)
Total	573	39	276	888	1 761	214	212	2 187
31 December	(10 688)	(1 393)	(3 708)	(15 789)	(11 325)	(1 471)	(4 072)	(16 868)
Weighted average duration of the defined benefit obligation (in years)	9.1	10.3	10.1	9.5	7.7	8.8	10.6	8.5

(1)In 2024, the settlement relates to the transfer of a liability in the amount of EUR 178 million to insurer Aviva as part of a buy-out transaction in the UK. In 2023, the settlement related to the transfer of liabilities from formerly Nokia managed Provident Fund to Indian

government managed Provident Fund platform (EPFO).

(2)Includes divestment related transfers.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	156

Notes to the consolidated financial statements continued

Fair value of plan assets	2024				2023
EURm	United States<br><br>pension	United States<br><br>OPEB	Other pension	Total	United States<br><br>pension	United States<br><br>OPEB	Other pension	Total
1 January	16 285	675	3 954	20 914	17 726	637	4 328	22 691
Interest income	755	30	133	918	820	28	171	1 019
Administrative expenses and interest on asset ceiling	(18)	—	(5)	(23)	(17)	—	(4)	(21)
Settlements(1)	—	—	(183)	(183)	—	—	(494)	(494)
Total	737	30	(55)	712	803	28	(327)	504
Remeasurements:
Return on plan assets, excluding amounts included in interest income	(576)	50	44	(482)	(186)	62	48	(76)
Total	(576)	50	44	(482)	(186)	62	48	(76)
Translation differences	990	41	41	1 072	(624)	(21)	28	(617)
Contributions:
Employers	27	3	25	55	27	7	41	75
Plan participants	—	76	4	80	—	60	24	84
Benefits paid	(1 237)	(212)	(179)	(1 628)	(1 330)	(229)	(181)	(1 740)
Section 420 transfer(2)	(38)	38	—	—	(131)	131	—	—
Other	—	—	—	—	—	—	(7)	(7)
Total	(258)	(54)	(109)	(421)	(2 058)	(52)	(95)	(2 205)
31 December	16 188	701	3 834	20 723	16 285	675	3 954	20 914

(1)In 2024, the settlement primarily relates to transfer of assets in the amount of EUR 178 million to insurer Aviva as part of a buy-out transaction in the UK. In 2023, the settlement relates to the transfer of assets from formerly Nokia managed Provident Fund to Indian

government managed Provident Fund platform (EPFO).

(2)Refer to the Future cash flows section below for description of Section 420 transfers.

The impact of the asset ceiling limitation	2024				2023
EURm	United States<br><br>pension	United States<br><br>OPEB	Other pension	Total	United States<br><br>pension	United States<br><br>OPEB	Other pension	Total
1 January	—	—	(87)	(87)	—	—	(84)	(84)
Interest expense	—	—	(1)	(1)	—	—	(2)	(2)
Remeasurements:
Change in asset ceiling, excluding amounts included in interest expense	—	—	6	6	—	—	5	5
Translation differences	—	—	(3)	(3)	—	—	(6)	(6)
31 December	—	—	(85)	(85)	—	—	(87)	(87)		Net balances	2024				2023
---	---	---	---	---	---	---	---	---
EURm	United States<br><br>pension	United States<br><br>OPEB	Other pension	Total	United States<br><br>pension	United States<br><br>OPEB	Other pension	Total
31 December	5 500	(692)	41	4 849	4 960	(796)	(205)	3 959
Consisting of:
Net pension assets	5 749	—	1 183	6 932	5 217	—	1 041	6 258
Net pension liabilities	(249)	(692)	(1 142)	(2 083)	(257)	(796)	(1 246)	(2 299)

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	157

Notes to the consolidated financial statements continued

Recognized in the income statement(1)

EURm	2024	2023	2022
Current service cost(2)	148	157	205
Past service cost(2)	5	6	(2)
Net interest(3)	(176)	(187)	(92)
Settlements(2)	5	(7)	(10)
Total	(18)	(31)	101

(1)Includes amounts related to both continuing and discontinued operations.

(2)Amounts related to continuing operations are presented in operating expenses within the income statement.

(3)Amounts related to continuing operations are presented in financial income within the income statement.

Recognized in other comprehensive income

EURm	2024	2023	2022
Return on plan assets, excluding amounts included in interest income	(482)	(76)	(4 646)
Gain/(loss) from change in demographic assumptions	163	55	(4)
(Loss)/gain from change in financial assumptions	613	(301)	4 534
Experience (loss)/gain	108	(26)	(320)
Change in asset ceiling, excluding amounts included in interest expense	6	5	12
Total	408	(343)	(424)

Actuarial assumptions and sensitivity analysis

Actuarial assumptions

The discount rates and mortality tables used for the significant plans:

	Discount rate		Mortality table
	2024	2023	2024
United States(1)	5.3%	4.7%	Pri-2012 w/MP-2020<br><br>Mortality projection scale
Germany	3.4%	3.2%	Heubeck 2018G
United Kingdom(2)	5.6%	4.5%	CMI 2023
Total weighted average for all countries	4.9%	4.4%

(1)Mortality tables remain unchanged in the US. 2024 mortality assumption includes an adjustment based upon actual experience.

(2)Mortality tables have been updated from CMI 2021 in 2023 to CMI 2023 for United Kingdom and have been adjusted with 1.5%

long-term rate of improvement.

Assumptions regarding future mortality are set based on actuarial advice in accordance with

published statistics and experience in each country.

The principal actuarial weighted average assumptions used for determining the defined benefit

obligation and sensitivity of the defined benefit obligation to changes in these assumptions:

	2024	2023	Change in<br><br>assumption	Increase in<br><br>assumption(1)<br><br>EURm	Decrease in<br><br>assumption(1)<br><br>EURm
Discount rate for determining<br><br>present values	4.9%	4.4%	1.0%	1 162	(1 358)
Pension growth rate	2.1%	3.3%	1.0%	(226)	175
Inflation rate	2.0%	2.3%	1.0%	(249)	219
Life expectancy	86-88 yrs	87-88 yrs	1 year	(589)	559

(1)Positive movement indicates a reduction in the defined benefit obligation; a negative movement indicates an increase in the

defined benefit obligation.

Sensitivity analysis

When calculating the sensitivity of the defined benefit obligation to significant actuarial

assumptions, the present value of the defined benefit obligation is calculated using the

projected unit credit method. The sensitivity analyses are based on a change in an assumption

while holding all other assumptions constant and may not be representative of the actual impact

of changes. If more than one assumption is changed simultaneously, the combined impact

of changes would not necessarily be the same as the sum of the individual changes. If the

assumptions change to a different level compared with that presented, the effect on the defined

benefit obligation may not be linear. Increases and decreases in the principal assumptions, which

are used in determining the defined benefit obligation, do not have a symmetrical effect on

the defined benefit obligation primarily due to the compound interest effect created when

determining the net present value of the future benefit.

Key source of estimation uncertainty

The determination of pension and other post-employment benefit obligations and

expenses for defined benefit plans is dependent on a number of estimates and

assumptions, including the discount rate, future mortality rate, annual rate of increase

in future compensation levels, and healthcare costs trend rates and usage of services

in the United States where the majority of our post-employment healthcare plans are

maintained. Changes in assumptions and actuarial estimates may materially affect the

benefit obligation, future expense and future cash flow.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	158

Notes to the consolidated financial statements continued

Investment strategies

The overall pension investment objective of Nokia is to

preserve or enhance the defined benefit pension plans’ funded

status through the implementation of an investment strategy

that maximizes return within the context of minimizing funded

status risk. In formulating the asset allocation for the plans,

multiple factors are considered, including, but not limited to,

the long-term risk and return expectations for a variety of

asset classes as well as current and multi-year projections

of the defined benefit pension plans’ demographics, benefit

payments, contributions and funded status. Local trustee

boards are responsible for conducting Asset-Liability

Management (ALM) studies, when appropriate; overseeing the

investment of plan assets; and monitoring and managing

associated risks under company oversight and in accordance

with local law. The results of the ALM framework are

implemented on a plan level.

Nokia’s pension investment managers may use derivative

financial instruments including futures contracts, forward

contracts, options and interest rate swaps to manage market

risk. The performance and risk profile of investments is

regularly monitored on a standalone basis as well as in the

broader portfolio context. One risk is a decline in the plan’s

funded status as a result of the adverse performance of plan

assets and/or defined benefit obligations. The application

of the ALM study focuses on minimizing such risks.

United States plan assets

The majority of Nokia’s United States pension plan assets are

held in a master pension trust. The OPEB plan assets are held

in two separate trusts. The Pension & Benefits Investment

Committee formally approves the target asset allocation

following the proposal by Nokia’s OCIO provider. The overall

United States pension plan asset portfolio, at 31 December

2024, reflects a balance of investments split of approximately

20/80 between equity, including alternative investments for

this purpose, and fixed income securities.

Disaggregation of plan assets(1)

	2024				2023
EURm	Quoted	Unquoted	Total	% of total<br><br>assets	Quoted	Unquoted	Total	% of total<br><br>assets
Equity securities	1 055	—	1 055	5%	1 249	—	1 249	6%
Fixed income securities	14 721	142	14 863	72%	14 750	140	14 890	71%
Insurance contracts	—	648	648	3%	—	807	807	4%
Real estate	—	860	860	4%	—	1 010	1 010	5%
Short-term investments	945	—	945	5%	689	—	689	3%
Private equity and other	103	2 249	2 352	11%	106	2 163	2 269	11%
Total	16 824	3 899	20 723	100%	16 794	4 120	20 914	100%
(1)Beginning in 2024, Nokia reports temporarily held cash positions associated with different asset classes as part of those asset classes. Previously these cash positions were<br><br>included in short-term investments. Comparative asset balances have been recast accordingly.										Most short-term investments including cash, equities and fixed-income securities have quoted market prices in active markets.<br><br>Equity securities represent investments in equity funds and direct investments, which have quoted market prices in an active<br><br>market. Fixed income securities represent direct investments in government and corporate bonds, as well as investments in<br><br>bond funds, which have quoted market prices in an active market. Insurance contracts are customary pension insurance<br><br>contracts structured under domestic law in the respective countries. Real estate investments are investments in commercial<br><br>properties or real estate funds, which invest in a diverse range of real estate properties. Private equity and other investments<br><br>include investments in private equity limited partnerships and absolute return investments in hedge funds.<br><br>Short-term investments are liquid assets or cash, which are being held for a short period of time, with the primary purpose of<br><br>controlling the tactical asset allocation. Private equity net asset values (NAVs) are determined by the asset managers based on<br><br>inputs such as operating results, discounted future cash flows and market-based comparable data. Assets invested in alternative<br><br>asset classes such as private equity, real estate and absolute return are measured using latest available valuations provided by<br><br>the asset managers, reviewed by Nokia and adjusted for subsequent cash flows.
---

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	159

Notes to the consolidated financial statements continued

Future cash flows

Contributions

Group contributions to the pension and other post-employment benefit plans are made to

facilitate future benefit payments to plan participants. The funding policy is to meet minimum

funding requirements as set forth in the employee benefit and tax laws, as well as any such

additional amounts as Nokia may determine appropriate. Contributions are made to benefit

plans for the sole benefit of plan participants. Employer contributions expected to be paid in

2025 total EUR 55 million.

United States

Funding methods

Funding requirements for the two United States qualified defined benefit pension plans are

determined by the applicable statutes, namely the Employee Retirement Income Security Act of

1974 (ERISA), the Internal Revenue Code of 1986, and regulations issued by the Internal Revenue

Service (IRS). In determining funding requirements, ERISA allows assets to be either fair value

or an average value over a period of time; and liabilities to be based on spot interest rates or

average interest rates over a period of time. For the non-represented and formerly represented

defined benefit pension plans, Nokia does not foresee any future funding requirement for

regulatory funding purposes, given the plans’ asset allocation and the level of assets compared

to liabilities.

Post-employment healthcare benefits for both non-represented and formerly union

represented retirees are capped for those who retired after 28 February 1990. The benefit

obligation associated with this group of retirees is 99% of the total United States retiree

healthcare obligation at 31 December 2024. The US government’s Medicare program is the

primary payer for those aged 65 and older.

Section 420 transfers

Section 420 of the U.S. Internal Revenue Code (Section 420) allows for the transfer of pension

assets in excess of specified thresholds above the plan’s funding obligation (excess pension

assets) to a retiree health benefits account, a retiree life insurance account, or both, maintained

within the pension plan and to use the assets in such accounts to pay for, or to reimburse the

employer for the cost of providing applicable health or life insurance benefits, each as defined

in Section 420, for retired employees, and with respect to health benefits, their spouses and

dependents. Employers making such transfers are required to continue to provide healthcare

benefits or life insurance coverage, as the case may be, for a certain period of time (cost

maintenance period) at levels prescribed by regulations. Pursuant to Section 420, Nokia has

transferred EUR 38 million during 2024 (EUR 131 million in 2023). Section 420 is currently set to

expire on 31 December 2032.

Benefit payments

The following table summarizes expected benefit payments from the defined benefit pension

plans and other post-employment benefit plans until 2034. Actual benefit payments may differ

from expected benefit payments.

	US Pension			US OPEB		Other<br><br>countries	Total
EURm	Management	Occupational	Supplemental<br><br>plans	Formerly union<br><br>represented	Non-union<br><br>represented
2025	1 053	214	27	60	61	261	1 676
2026	983	198	26	53	62	241	1 563
2027	919	184	25	49	62	240	1 479
2028	861	170	24	79	62	244	1 440
2029	810	157	23	72	63	269	1 394
2030–2034	3 343	609	101	273	309	1 346	5 981

Benefits are paid from plan assets where there is sufficient funding available to the plan to cover

the benefit obligation. Any payments in excess of the plan assets are paid directly by Nokia.

Direct benefit payments expected to be paid in 2025 total EUR 108 million.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	160

Notes to the consolidated financial statements continued

Section 4

Operating

assets and

liabilities

This section provides detailed information on Nokia’s

assets and liabilities related to its operating activities,

such as tangible and intangible fixed assets, leases,

inventories, trade receivables and other customer

related balances, and provisions.

4.1. Goodwill and intangible assets

Accounting policies

Intangible assets acquired separately are measured on

initial recognition at cost. Internally generated intangibles,

except for development costs that may be capitalized, are

expensed as incurred. Development costs are capitalized

only if Nokia has the technical feasibility to complete the

asset; has an ability and intention to use or sell the asset;

can demonstrate that the asset will generate future

economic benefits; has resources available to complete

the asset; and has the ability to measure reliably the

expenditure during development.

The useful life of Nokia’s intangible assets, other than

goodwill, is finite. Following initial recognition, finite

intangible assets are carried at cost less accumulated

amortization and accumulated impairment losses. Intangible

assets are amortized over their useful lives, generally three

years to ten years, using the straight-line method, which is

considered to best reflect the pattern in which the asset’s

future economic benefits are expected to be consumed.

Depending on the nature of the intangible asset, the

amortization charges for continuing operations are included

in cost of sales, research and development expenses or

selling, general and administrative expenses.

Goodwill is allocated to the cash-generating units or groups

of cash-generating units that are expected to benefit from

the synergies of the related business combination and that

reflect the lowest level at which goodwill is monitored for

internal management purposes. A cash-generating unit, as

determined for the purposes of Nokia’s goodwill impairment

testing, is the smallest group of assets generating cash

inflows that are largely independent of the cash inflows

from other assets or groups of assets. The carrying value

of a cash-generating unit includes its share of relevant

corporate assets allocated to it on a reasonable and

consistent basis. When the composition of one or more

groups of cash-generating units to which goodwill has been

allocated is changed, the goodwill is reallocated based on

the relative fair value of the affected groups of cash-

generating units.

Nokia tests the carrying value of goodwill for impairment

annually. In addition, Nokia assesses the recoverability of the

carrying value of goodwill and intangible assets if events

or changes in circumstances indicate that the carrying value

may be impaired. Factors that Nokia considers when it

reviews indications of impairment include, but are not

limited to, underperformance of the asset relative to its

historical or projected future results, significant changes

in the manner of using the asset or the strategy for the

overall business, and significant negative industry or

economic trends.

Nokia conducts its impairment testing by determining the

recoverable amount for an asset, a cash-generating unit or

groups of cash-generating units. The recoverable amount

of an asset, a cash-generating unit or groups of cash-

generating units is the higher of its fair value less costs of

disposal and its value-in-use. The recoverable amount is

compared to the asset’s, cash-generating unit’s or groups

of cash-generating units’ carrying value. If the recoverable

amount for the asset, cash-generating unit or groups of

cash-generating units is less than its carrying value, the

asset is considered impaired and is written down to its

recoverable amount. Impairment losses are presented

in cost of sales, research and development expenses or

selling, general and administrative expenses, except for

impairment losses on goodwill, which are presented in

other operating expenses.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	161

Notes to the consolidated financial statements continued

EURm	Goodwill	Intangible<br><br>assets	Total
2024
Acquisition cost at 1 January	6 629	9 893	16 522
Additions	—	97	97
Acquisitions through business combinations	33	—	33
Assets held for sale	(38)	(170)	(208)
Disposals and retirements	(11)	(282)	(293)
Translation differences	260	255	515
Acquisition cost at 31 December	6 873	9 793	16 666
Accumulated amortization and impairment charges at 1 January	(1 125)	(8 807)	(9 932)
Amortization	—	(390)	(390)
Assets held for sale	—	165	165
Disposals and retirements	—	278	278
Translation differences	(12)	(237)	(249)
Accumulated amortization and impairment charges at 31 December	(1 137)	(8 991)	(10 128)
Net book value at 1 January	5 504	1 086	6 590
Net book value at 31 December	5 736	802	6 538
2023
Acquisition cost at 1 January	6 799	9 778	16 577
Additions	—	299	299
Disposals, retirements and assets held for sale	(22)	(23)	(45)
Translation differences	(148)	(161)	(309)
Acquisition cost at 31 December	6 629	9 893	16 522
Accumulated amortization and impairment charges at 1 January	(1 132)	(8 515)	(9 647)
Amortization	—	(423)	(423)
Impairment	—	(26)	(26)
Disposals and retirements	—	17	17
Translation differences	7	140	147
Accumulated amortization and impairment charges at 31 December	(1 125)	(8 807)	(9 932)
Net book value at 1 January	5 667	1 263	6 930
Net book value at 31 December	5 504	1 086	6 590

Net book value of intangible assets by type of asset

EURm	2024	2023
Customer relationships	317	605
Patents and licenses	304	316
Technologies and IPR&D	12	31
Tradenames and other	51	60
Intangible assets under construction	118	74
Total	802	1 086

At 31 December 2024, the weighted average remaining

amortization period is approximately one year for customer

relationships, six years for patents and licenses, one year for

technologies and IPR&D, and three years for tradenames

and other.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	162

Notes to the consolidated financial statements continued

Goodwill

Nokia has allocated goodwill to its operating segments

corresponding to groups of cash-generating units (CGUs) that

are expected to benefit from goodwill. Refer to Note 2.2.

Segment information.

Allocation of goodwill

The following table presents the allocation of goodwill to

groups of CGUs at 31 December:

EURm	2024	2023
Network Infrastructure	2 831	2 739
Mobile Networks	2 346	2 228
Cloud and Network Services	559	537

Recoverable amounts

The recoverable amounts of the groups of CGUs in 2024 were

based on value-in-use that was determined using a discounted

cash flow calculation. The cash flow projections approved by

management were based on financial plans covering a forecast

period of three years followed by a seven-year period that

reflects management’s expectations of recovery from the

market-driven mid-term decrease in sales and market

cyclicality, especially in the Mobile Networks group of CGUs,

that then converge to the steady state cash flow projection

modelled in the terminal year. The terminal growth rate

assumptions do not exceed long-term average growth rates

for the industries and economies in which the groups of

CGUs operate.

The discount rates reflect current assessments of the time

value of money and relevant market risk premiums considering

risks and uncertainties for which the future cash flow estimates

have not been adjusted. Discounted cash flow projections are

based on post-tax cash flows and post-tax discount rates,

which do not materially differ from the pre-tax basis

discounted cash flow projections. Other key variables in future

cash flow projections include assumptions on estimated sales

growth, gross margin and operating margin.

Sales growth and gross margin assumptions reflect

management expectations of addressable market growth,

market share and competitive position, as well as Nokia’s

strategy and long-term business outlook. Gross margin and

operating margin assumptions include the impact of the

ongoing transformational and cost savings initiatives, which

are expected to reduce cost base and increase operational

efficiency especially within Mobile Networks.

Terminal growth rate and post-tax discount rate applied in the

impairment test for the groups of CGUs:

	Terminal growth rate		Post-tax discount rate
Key assumption %	2024	2023	2024	2023
Network Infrastructure	1.5%	1.0%	9.4%	9.3%
Mobile Networks	1.0%	1.0%	8.4%	8.3%
Cloud and Network<br><br>Services	1.5%	1.0%	8.0%	7.7%

The results of the impairment testing indicate adequate

headroom for each group of CGUs in 2024.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	163

Notes to the consolidated financial statements continued

4.2. Property, plant and equipment

Accounting policies

Property, plant and equipment are stated at cost less

accumulated depreciation and accumulated impairment

losses. Depreciation is recorded on a straight-line basis

over the expected useful lives of the assets as follows:

Buildings and constructions
Buildings and constructions	20–33 years
Light buildings and constructions	3–20 years
Vessels(1)
Cable-laying vessels	15–40 years
Cable-laying accessories	4–10 years
Machinery and equipment
Production machinery and measuring and<br><br>test equipment	1–5 years
Other machinery and equipment	3–10 years
(1)Vessels relate to Submarine Networks business which is presented as a<br><br>discontinued operation. The assets of Submarine Networks business were<br><br>classified as held for sale in June 2024. Refer to Note 2.6. Discontinued<br><br>operations for more information.

Land and water areas are not depreciated.

Maintenance, repairs and renewals are generally

expensed in the period in which they are incurred.

However, major renovations are capitalized and included

in the carrying amount of the asset when it is probable

that future economic benefits in excess of the originally

assessed standard of performance of the existing asset

will flow to Nokia. Major renovations are depreciated over

the remaining useful life of the related asset. Leasehold

improvements are depreciated over the shorter of the

lease term and the useful life. Gains and losses on the

disposal of property, plant and equipment are included

in other operating income or expenses.

EURm	Land, buildings,<br><br>constructions<br><br>and vessels	Machinery,<br><br>equipment and<br><br>other	Assets under<br><br>construction	Total
2024
Acquisition cost at 1 January	1 434	3 547	167	5 148
Additions	22	230	115	367
Reclassifications	50	55	(105)	—
Disposals and retirements	(51)	(199)	(4)	(254)
Assets held for sale	(548)	(306)	(50)	(904)
Translation differences	39	63	3	105
Acquisition cost at 31 December	946	3 390	126	4 462
Accumulated depreciation at 1 January	(569)	(2 628)	—	(3 197)
Depreciation	(80)	(321)	—	(401)
Impairment	(55)	—	—	(55)
Disposals and retirements	40	190	—	230
Assets held for sale	171	223	—	394
Translation differences	(25)	(46)	—	(71)
Accumulated depreciation at 31 December	(518)	(2 582)	—	(3 100)
Net book value at 1 January	865	919	167	1 951
Net book value at 31 December	428	808	126	1 362
2023
Acquisition cost at 1 January	1 409	3 589	248	5 246
Additions	33	314	115	462
Reclassifications	107	85	(192)	—
Disposals and retirements	(88)	(374)	(1)	(463)
Translation differences	(27)	(67)	(3)	(97)
Acquisition cost at 31 December	1 434	3 547	167	5 148
Accumulated depreciation at 1 January	(575)	(2 656)	—	(3 231)
Depreciation	(90)	(358)	—	(448)
Disposals and retirements	79	333	—	412
Translation differences	17	53	—	70
Accumulated depreciation at 31 December	(569)	(2 628)	—	(3 197)
Net book value at 1 January	834	933	248	2 015
Net book value at 31 December	865	919	167	1 951

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	164

Notes to the consolidated financial statements continued

4.3. Leases

Accounting policies

In the majority of its lease agreements, Nokia is acting

as a lessee. Nokia’s leased assets relate mostly to

commercial and industrial properties such as R&D,

production and office facilities. Nokia also leases vehicles

provided as employee benefits and service vehicles.

There are only minor lease contracts, mainly concerning

subleases of vacant leasehold or freehold facilities,

where Nokia is acting as a lessor.

As a lessee, Nokia recognizes a right-of-use asset and a

lease liability at the commencement date of the lease.

Right-of-use assets are measured at cost less

accumulated depreciation and impairment losses, and

adjusted for any remeasurements of the lease liabilities.

Right-of-use assets are depreciated on a straight-line

basis over the lease term as follows:

Buildings	3–15 years
Other	3–5 years

Lease liabilities are initially measured at the present value

of the lease payments made over the lease term. Nokia

uses its incremental borrowing rate to calculate the

present value as the interest rate implicit in the lease is

not readily determinable. Subsequently, lease liabilities

are measured on an amortized cost basis using the

effective interest method. In addition, lease liabilities are

remeasured if there is a lease modification, a change in

the lease term or a change in the future lease payments.

The interest component of the lease payments is

recognized as interest expense in financial expenses.

Nokia applies practical expedients whereby the payments

for short-term leases and leases of low-value assets are

recognized as an operating expense on a straight-line

basis over the lease term. In addition, Nokia does not

separate certain non-lease components from lease

components but instead accounts for each lease

component and associated non-lease component

as a single lease component.

Right-of-use assets

EURm	Buildings	Other	Total
2024
Acquisition cost at 1 January	1 434	275	1 709
Additions(1)	36	95	131
Assets held for sale	(25)	(47)	(72)
Retirements	(48)	(38)	(86)
Translation differences	25	1	26
Acquisition cost at 31 December	1 422	286	1 708
Accumulated depreciation at<br><br>1 January	(677)	(126)	(803)
Depreciation	(135)	(88)	(223)
Impairment	(43)	—	(43)
Assets held for sale	4	40	44
Retirements	48	38	86
Translation differences	(10)	(1)	(11)
Accumulated depreciation at<br><br>31 December	(813)	(137)	(950)
Net book value at 1 January	757	149	906
Net book value at 31 December	609	149	758
2023
Acquisition cost at 1 January	1 423	241	1 664
Additions(1)	74	129	203
Retirements	(39)	(96)	(135)
Translation differences	(24)	1	(23)
Acquisition cost at 31 December	1 434	275	1 709
Accumulated depreciation at<br><br>1 January	(589)	(146)	(735)
Depreciation	(140)	(76)	(216)
Impairment	2	—	2
Retirements	39	96	135
Translation differences	11	—	11
Accumulated depreciation at<br><br>31 December	(677)	(126)	(803)
Net book value at 1 January	834	95	929
Net book value at 31 December	757	149	906
(1)    Additions comprise new lease contracts as well as modifications and<br><br>remeasurements of existing lease contracts.

Amounts recognized in the income statement

EURm	2024	2023	2022
Depreciation of right-of-use<br><br>assets(1)	(223)	(216)	(225)
Interest expense on lease<br><br>liabilities(1)	(33)	(28)	(26)
Impairment charges, net of<br><br>reversals	(43)	2	6
Total	(299)	(242)	(245)
(1)Includes amounts related to both continuing and discontinued operations.

Amounts recognized in the income statement presented above

exclude expenses relating to short-term leases and leases of

low-value assets, income from subleasing right-of-use assets

and gains or losses arising from sale and leaseback transactions

as these are immaterial.

Amounts reported in the statement of cash flows

EURm	2024	2023	2022
Payment of principal portion of<br><br>lease liabilities(1)	(233)	(239)	(217)
Interest paid on lease liabilities(1)	(33)	(28)	(26)
Total	(266)	(267)	(243)
(1)    Includes amounts related to both continuing and discontinued operations.

Amounts reported in the statement of cash flows exclude

payments for short-term leases and leases of low-value assets.

The maturity analysis of lease liabilities is presented in

Note 5.4. Financial risk management. Commitments related

to future lease contracts are presented in Note 6.1.

Commitments, contingencies and legal proceedings.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	165

Notes to the consolidated financial statements continued

4.4. Inventories

4.5. Trade receivables and other customer-related balances

Accounting policies

Inventories are measured at the lower of cost and net

realizable value. Cost is determined using standard cost,

which approximates actual cost on a first-in first-out

(FIFO) basis. In addition to the cost of materials and

direct labor, an appropriate proportion of production

overheads is allocated to the cost of inventory. Net

realizable value is the estimated selling price in the

ordinary course of business less the estimated costs

necessary to make the sale.

Contract work in progress comprises costs incurred to

date for customer contracts where the contractual

performance obligations are not yet satisfied. Contract

work in progress will be recognized as cost of sales when

the corresponding revenue is recognized.

EURm	2024	2023
Raw materials and semi-finished goods	708	1 156
Finished goods	930	980
Contract work in progress	525	583
Total	2 163	2 719

Inventories recognized as an expense during the year in

respect of continuing operations was EUR 5 050 million in 2024

(EUR 7 115 million in 2023 and EUR 7 709 million in 2022).

During the year write-downs of inventories to net realizable

value totaled EUR 259 million (EUR 287 million in 2023 and

EUR 261 million in 2022) and reversals of previous inventory

write-downs totaled EUR 54 million (EUR 88 million in 2023

and EUR 98 million in 2022). The write-downs and reversals

of previous write-downs have been included in cost of sales.

Previous write-downs have been reversed primarily as a result

of changes in estimated customer demand.

The amount of inventories expected to be recovered after

more than 12 months was EUR 464 million at 31 December

2024 (EUR 666 million in 2023).

Accounting policies

Customer contracts

Nokia presents its customer contracts in the statement of

financial position as either a contract asset or a contract

liability, depending on the relationship between Nokia’s

performance and the customer’s payment for each

individual contract. On a net basis, a contract asset position

represents where Nokia has performed by transferring

goods or services to a customer before the customer has

provided the associated consideration or before payment

is due. Conversely, a contract liability position represents

where a customer has paid consideration or payment is due,

but Nokia has not yet transferred goods or services to the

customer. Contract assets presented in the statement of

financial position are current in nature while contract

liabilities can be either current or non-current.

Invoices are generally issued as control transfers and/or as

services are rendered. Invoiced receivables represent an

unconditional right to receive the consideration and only

the passage of time is required before the consideration is

received. Invoiced receivables are presented separately

from contract assets as trade receivables in the statement

of financial position. Trade receivables may be converted to

customer loan receivables in certain cases where extended

payment terms are requested. From time to time Nokia may

also extend loans to other third parties and these loans are

accounted for similarly as customer loan receivables. Nokia

sells trade receivables and customer loan receivables to

various financial institutions primarily without recourse in

the normal course of business, in order to manage credit

risk and working capital cycle.

The business model for managing trade receivables and

customer loan receivables is holding receivables to collect

contractual cash flows and selling receivables. Trade

receivables and customer loan receivables are initially

recognized and subsequently remeasured at fair value

using the discounted cash flow method.

The changes in fair value are recognized in the fair value

reserve through other comprehensive income. Interest

calculated using the effective interest method as well as

foreign exchange gains and losses are recognized in financial

income and expenses.

Discounts without performance obligations presented on

the statement of financial position in other current liabilities

relate to discounts given to customers which will be

executable upon satisfying specific criteria. As these

discounts become executable, they are netted against

related trade receivables or customer loan receivables.

Expected Credit Losses

Loss allowance for expected credit losses (ECL) is recognized

on financial assets measured at amortized cost and financial

assets measured at fair value through other comprehensive

income, as well as on financial guarantee contracts and loan

commitments. Nokia continuously assesses its financial

instruments on a forward-looking basis and accounts

for the changes in ECL on a quarterly basis using the

following method:

■ECL = PD x LGD x EAD

■Probability of Default (PD) is based on the credit rating

profile of the counterparties as well as specific local

circumstances as applicable, unless there are specific

events that would indicate that the credit rating would

not be an appropriate basis for estimating credit risk at

the reporting date.

■For Loss Given Default (LGD), the recovery rate is based

on the type of receivable, specific local circumstances

as applicable and related collateral arrangements,

if any.

■Exposure at Default (EAD) is normally the nominal value

of the receivable.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	166

Notes to the consolidated financial statements continued

Nokia applies a simplified approach to recognize a loss

allowance based on lifetime ECL on trade receivables

and contract assets without significant financing

components. Based on quantitative and qualitative

analysis, Nokia has determined that the credit risk

exposure arising from its trade receivables is low risk.

Quantitative analysis focuses on historical loss rates,

historic and projected sales and the corresponding trade

receivables, and overdue trade receivables including

indicators of any deterioration in the recovery

expectation. Qualitative analysis focuses on all relevant

conditions, including customer and country credit rating,

to improve the accuracy of estimating lifetime ECL.

For customer loan receivables, the ECL is calculated

separately for each significant counterparty using the

method described above, including the impact of any

collateral arrangements or other credit enhancements

to LGD. The estimate is based on 12-month ECL unless

there has been a significant increase in credit risk for

the specific counterparty since the initial recognition,

in which case lifetime ECL is estimated. Breaches of

contract, credit rating downgrades and other credit

measures are typical indicators that Nokia takes into

consideration when assessing whether the credit risk on

a financial instrument has increased significantly since

initial recognition. Nokia considers additional indicators

to determine if a financial asset is credit-impaired

including whether the counterparty is in significant

financial difficulties and whether it is becoming probable

that the customer will enter bankruptcy or financial

reorganization. Typically customer loan credit risk is

higher than credit risk of trade receivables and contract

assets on average.

The change in the amount of ECL for trade receivables

and contract assets is recognized in other operating

expenses and for customer loan receivables in financial

expenses. For customer loan receivables, the loss

allowance is recorded as an adjustment in other

comprehensive income instead of adjusting the carrying

amount that has already been recorded at fair value. If

trade receivables and customer loan receivables are sold,

the impact of ECL is reversed and the difference between

the carrying amount derecognized and the consideration

received is recognized in financial expenses.

Customer-related balances<br><br>Nokia aims to ensure the highest possible quality in trade receivables and contract assets as well as customer loan receivables.<br><br>The Credit Risk Management Standard Operating Procedure, approved by the CFO, lays out the framework for the management<br><br>of business-related credit risks. The Credit Risk Management Standard Operating Procedure sets out that credit decisions are<br><br>based on credit evaluation in each business, including credit rating and limits for larger exposures, according to defined<br><br>principles. Group level limit approvals are required for material credit exposures. Credit risks are monitored in each business and,<br><br>where appropriate, mitigated on a case-by-case basis with the use of letters of credit, collaterals, sponsor guarantees, credit<br><br>insurance and sale of selected receivables.
Aging of trade receivables, contract assets, and customer financing-related loan receivables at 31 December
---	---	---	---	---
	Past due
m	1-30 days	31-180<br><br>days	> 180 days	Total
2024
Trade receivables(1)	163	195	213	5 465
Contract assets	—	—	—	694
Customer financing-related loan receivables	—	—	—	70
Total gross receivables	163	195	213	6 229
Expected credit loss allowance	(9)	(31)	(108)	(226)
Total net receivables	154	164	105	6 003
2023
Trade receivables(1)	157	279	430	5 270
Contract assets	—	—	—	1 136
Customer financing-related loan receivables	1	20	88	316
Total gross receivables	158	299	518	6 722
Expected credit loss allowance(2)	(8)	(80)	(302)	(597)
Total net receivables	150	219	216	6 125
(1)    Nokia’s payment terms are 89 (104 in 2023) days on average.(2)    In 2023, the decrease in the expected credit loss allowance includes 29 million transferred to other provisions.

All values are in Euros.

The reversal of ECL credited to the income statement was EUR 137 million and EUR 16 million in 2024 and 2023 respectively. In<br><br>2022, ECL charged to the income statement was EUR 160 million.
At 31 December 2024, the total ECL related to credit-impaired assets amounted to EUR 62 million (EUR 396 million in 2023 and<br><br>EUR 379 million in 2022). In 2024, the reduction of ECL related to credit-impaired assets of EUR 334 million includes releases of<br><br>EUR 233 million related to assets that were written off during the year and EUR 111 million related to assets for which payments<br><br>were received.
The contractual amount outstanding on financial assets that were written off in 2024 and are still subject to enforcement activity<br><br>is EUR 68 million (EUR 0 million in 2023)

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	167

Notes to the consolidated financial statements continued

Credit risk exposure by customer and country

Credit exposure is measured as the total of trade receivables, contract assets and loans

outstanding from customers and committed credits. Trade receivables do not include any major

concentrations of credit risk by customer.

Credit risk exposure by customer and country as % of total trade receivables and contract assets

as well as loans and loan commitments to customers:

Customer	2024	2023
Customer 1	7.5%	12.2%
Customer 2	4.9%	3.6%
Customer 3	4.7%	3.4%
Total	17.1%	19.2%
Country	2024	2023
Country 1(1)	21.5%	19.0%
Country 2	10.6%	11.7%
Country 3	5.8%	6.1%
Total	37.9%	36.8%

(1) In 2024, Country 1 was the United States (India in 2023).

Contract assets and contract liabilities

Contract asset balances decrease upon reclassification to trade receivables when Nokia’s right

to payment becomes unconditional. Contract liability balances decrease when Nokia satisfies the

related performance obligations and revenue is recognized. There were no material cumulative

adjustments to revenue recognized arising from changes in transaction prices, changes in

measures of progress or changes in estimated variable consideration.

During the year, Nokia recognized EUR 1.5 billion (EUR 1.4 billion in 2023) of revenue that was

included in the current contract liability balance at the beginning of the period. The amount

includes EUR 0.1 billion (EUR 0.2 billion in 2023) related to discontinued operations sold in 2024.

4.6. Other receivables and liabilities

Other non-current receivables

EURm	2024	2023
R&D tax credits	144	127
Indirect tax receivables	27	45
Other	39	41
Total	210	213

Other current receivables

EURm	2024	2023
VAT and other indirect tax receivables	300	302
Prepayments related to contract manufacturing	126	128
IT-related prepaid expenses	47	59
R&D tax credits and grant receivables	43	46
Divestment-related receivables	23	28
Other	228	201
Total	767	764

Other non-current liabilities

EURm	2024	2023
Salaries, wages and social charges	30	42
Other	87	69
Total	117	111

Other current liabilities

EURm	2024	2023
Salaries, wages and social charges	1 531	1 176
Accrued expenses related to customer projects(1)	245	442
Discounts without performance obligations	380	404
VAT and other indirect tax payables	314	323
Other(2)	413	479
Total	2 883	2 824

(1)The comparative amount for 2023 includes EUR 169 million related to discontinued operations.

(2)Includes accrued logistics, R&D and IT expenses.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	168

Notes to the consolidated financial statements continued

4.7. Provisions

Accounting policies

Provision is recognized when Nokia has a present legal or

constructive obligation as a result of past events, it is

probable that an outflow of resources will be required

to settle the obligation and a reliable estimate of the

amount can be made. Management judgment may be

required in determining whether it is probable that an

outflow of economic benefits will be required to settle

the obligation. The amount recognized as a provision

is based on the best estimate of unavoidable costs

required to settle the obligation at the end of the

reporting period.

When estimating the amount of unavoidable costs,

management may be required to consider a range of

possible outcomes and their associated probabilities,

risks and uncertainties surrounding the events and

circumstances, as well as making assumptions about the

timing of payment. Changes in estimates of timing or

amounts of costs required to settle the obligation may

become necessary as time passes and/or more accurate

information becomes available. Nokia assesses the

adequacy of its existing provisions and adjusts the

amounts as necessary based on actual experience

and changes in facts and circumstances at each

reporting date.

m	Litigation and<br><br>environmental(1)	Warranty	Material liability	Other	Total
1 January 2024	251	200	136	420	1 262
Charged to income statement
Additions	69	214	144	68	892
Reversals	(23)	(19)	(82)	(56)	(189)
Total charged/(credited) to income statement	46	195	62	12	703
Utilized during year(2)	(64)	(128)	(53)	(34)	(703)
Translation differences and other	9	(37)	—	(6)	(34)
31 December 2024	242	230	145	392	1 228
Non-current	151	19	—	220	479
Current	91	211	145	172	749
(1)Environmental provision was 152 million at 31 December 2024 ( 154 million at 31 December 2023).(2)The utilization of restructuring provision includes items transferred to accrued expenses, of which 67 million remained in accrued expenses at 31 December 2024.

All values are in Euros.

Restructuring provision<br><br>Nokia provides for the estimated cost to restructure when a detailed formal plan of restructuring has been completed, approved<br><br>by management, and announced. Restructuring costs consist primarily of personnel restructuring charges. The other main<br><br>components are costs associated with exiting real estate locations, and costs of terminating certain other contracts directly<br><br>linked to the restructuring. At 31 December 2024, the restructuring provision consists primarily of amounts related to the<br><br>announcements made by Nokia on 16 March 2021 and 19 October 2023. The majority of the restructuring cash outflows is<br><br>expected to occur over the next two years.
Litigation and environmental provisions<br><br>Nokia provides for the estimated future settlements related to legal proceedings based on the probable outcome of the claims.<br><br>Nokia also provides for environmental remediation when Nokia becomes obliged, legally or constructively, to rectify<br><br>environmental damage relating to soil, groundwater, surface water or sediment contamination. Cash outflows related to the<br><br>litigation and environmental liabilities are inherently uncertain and generally occur over several periods. For a presentation of<br><br>legal matters potentially affecting Nokia, refer to Note 6.1. Commitments, contingencies and legal proceedings.
Warranty provision<br><br>Nokia provides for the estimated liability to repair or replace products under standard warranty at the time revenue is<br><br>recognized. The provision estimate is based on historical experience of the level of repairs and replacements. Cash outflows<br><br>related to the warranty provision are generally expected to occur in the next 18 months.
Material liability provision<br><br>Nokia recognizes the estimated liability for non-cancellable purchase commitments for inventory in excess of forecasted requirements<br><br>at each reporting date. Cash outflows related to the material liability provision are expected to occur over the next 12 months.
Other provisions<br><br>Nokia provides for various legal and constructive obligations such as project losses, indirect tax provisions, divestment-related<br><br>provisions, certain other employee-related provisions than restructuring provisions and asset retirement obligations. Cash<br><br>outflows related to other provisions are generally expected to occur over the next two years.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	169

Notes to the consolidated financial statements continued

Section 5

Capital and

financial

instruments

This section provides information on shareholders’

equity, shareholders’ remuneration and Nokia’s

capital management objectives. Furthermore, this

section comprises the policies and disclosures related

to Nokia’s financial assets and liabilities and hedge

accounting as well as information on Nokia’s financial

risks and financial risk management principles

and objectives.

5.1. Equity

Shares and share capital

Share capital

Nokia Corporation has one class of shares. Each share entitles

the holder to one vote at general meetings. The shares

have no par value nor is there a minimum or maximum share

capital or number of shares under the Articles of Association

of Nokia Corporation. The share capital amounted to

EUR 245 896 461.96 at 31 December 2024 and 2023,

and consisted of 5 605 850 345 (5 613 496 565 in 2023)

issued and fully paid shares.

In 2024, Nokia Corporation issued in a directed share issue

150 000 000 (59 500 000 in 2023) new shares to itself without

consideration and canceled 157 646 220 (78 301 011 in 2023

related to the second phase of the 2022 program) shares it

had repurchased during the year under its share buyback

program announced in January 2024.

Share premium

Share premium reserve consists of the share premium

account of the Parent Company. In addition, the equity impact

corresponding to the employee services received related to the

equity-settled share-based compensation plans is recorded in

the share premium reserve.

Treasury shares

At 31 December 2024, the number of Nokia shares held by

the Group companies was 232 700 997 (87 895 712 in 2023)

representing 4.2% (1.6% in 2023) of the share capital and total

voting rights.

In 2024, Nokia repurchased 176 832 266 shares under the

share buyback programs announced in January and November

2024 (78 301 011 in 2023 under the second phase of the

2022 program). The shares repurchased under the January

2024 program were canceled in December 2024. In addition,

Nokia Corporation transferred without consideration

24 380 761 (16 885 827 in 2023) shares held by the Company

to employees, including certain members of the Group

Leadership Team, as settlement of the Group’s equity-based

incentive plans and the employee share purchase plan.

Number of shares outstanding at the beginning and at the

end of the period

Number of shares 000s	2024	2023	2022
1 January	5 525 601	5 587 016	5 634 993
Settlement of share-based<br><br>payments	24 380	16 886	15 986
Acquisition of treasury shares	(176 832)	(78 301)	(63 963)
31 December	5 373 149	5 525 601	5 587 016

On 28 February 2025, Nokia completed the acquisition of

Infinera Corporation. Refer to Note 6.5. Subsequent events for

more information. The aggregated consideration transferred

included 127 434 986 Nokia shares in the form of American

Depository Shares. The shares transferred were treasury

shares held by Nokia Corporation. Considering all share

issuances and repurchases of shares under the on-going share

buyback program during 1 January – 28 February 2025, the

number of shares outstanding has increased by 85 959 508

shares.

Nature and purpose of other equity reserves

Translation differences

Translation differences consist of foreign exchange differences

arising from translation of foreign operations into euro, the

presentation currency of the consolidated financial statements,

as well as gains and losses related to hedging of net investments

in foreign operations.

Fair value and other reserves

Pension remeasurements

Pension remeasurements reserve includes actuarial gains

and losses as well as return on plan assets and changes in the

effect of the asset ceiling, excluding amounts recognized in net

interest, related to Nokia’s defined benefit plans.

Hedging reserve

Hedging reserve includes the change in fair value that reflects

the change in spot exchange rates for certain foreign exchange

forward contracts and foreign exchange options, as well as the

part of cross-currency swaps that is designated as a cash flow

hedge to the extent that the hedges are effective.

Cost of hedging reserve

Cost of hedging reserve includes the forward element of

foreign exchange forward contracts and the time value of

foreign exchange options related to cash flow hedging of

forecast foreign currency sale and purchase transactions.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	170

Notes to the consolidated financial statements continued

Additionally, cost of hedging reserve includes the difference

between the change in fair value of the forward element of

foreign exchange forward contracts and the time value of

option contracts and the amortization of the forward element

of foreign exchange forward contracts and time value of option

contracts related to net investment hedging. Cost of hedging

reserve also includes changes in fair value from foreign

currency basis spread related to fair value hedging of foreign

currency denominated bonds.

Fair value reserve

Fair value reserve includes the changes in fair value of financial

instruments that are managed in a portfolio with a business

model of holding financial instruments to collect contractual

cash flows including principal and interest, as well as selling

financial instruments. The fair value changes recorded in fair

value reserve for these instruments are reduced by amounts

of loss allowances.

Reserve for invested unrestricted equity

The reserve for invested unrestricted equity includes that

part of the subscription price of issued shares that according

to the share issue decision is not to be recorded to the share

capital as well as other equity inputs that are not recorded to

some other reserve. The amount received for treasury shares

is recorded to the reserve for invested unrestricted equity,

unless it is provided in the share issue decision that it is to

be recorded in full or in part to the share capital. The Nokia

shares repurchased under the ongoing share buyback

program are funded using funds in the reserve for invested

unrestricted equity.

Other equity

Retained earnings

Retained earnings is the net total of previous years’ profits

and losses less dividends paid to the shareholders.

Non-controlling interests

Non-controlling interests represent the share of net assets of

certain subsidiaries attributable to their minority shareholders.

For more information on the contractual arrangement related

to the ownership interests in the Nokia Shanghai Bell Group,

refer to Note 6.3. Significant partly-owned subsidiaries.

| Changes in other comprehensive income by component of equity | | --- || | | Fair value and other reserves | | | | | --- | --- | --- | --- | --- | --- | | EURm | Translation<br><br>differences(1) | Pension<br><br>remeasurements | Hedging reserve | Cost of hedging<br><br>reserve | Fair value<br><br>reserve | | 1 January 2022 | (396) | 4 242 | (7) | (1) | (15) | | Foreign exchange translation differences | 697 | — | — | — | — | | Net investment hedging losses | (147) | — | — | — | — | | Remeasurements of defined benefit plans | — | (349) | — | — | — | | Net fair value gains/(losses) | — | — | 24 | (27) | (208) | | Transfer to income statement | 14 | — | 61 | 10 | 175 | | Movement attributable to non-controlling interests | 1 | — | — | — | — | | 31 December 2022 | 169 | 3 893 | 78 | (18) | (48) | | Foreign exchange translation differences | (547) | — | — | — | — | | Net investment hedging gains | 105 | — | — | 3 | — | | Remeasurements of defined benefit plans | — | (261) | — | — | — | | Net fair value gains/(losses) | — | — | 2 | (25) | (87) | | Transfer to income statement | 19 | — | (66) | 38 | 96 | | Movement attributable to non-controlling interests | 5 | — | — | — | — | | 31 December 2023 | (249) | 3 632 | 14 | (2) | (39) | | Foreign exchange translation differences | 623 | — | — | — | — | | Net investment hedging losses | (31) | — | — | (1) | — | | Remeasurements of defined benefit plans | — | 326 | — | — | — | | Net fair value gains/(losses) | — | — | 20 | (1) | 66 | | Transfer to income statement | (78) | — | (19) | 19 | (52) | | Movement attributable to non-controlling interests | (2) | — | — | — | — | | 31 December 2024 | 263 | 3 958 | 15 | 15 | (25) || (1)At 31 December 2024, translation differences include a EUR 154 million gain related to net investment hedging (EUR 186 million gain in 2023 and EUR 80 million gain in<br><br>2022). | | --- |

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

Capital management

For capital management purposes Nokia defines capital as

total equity and interest-bearing liabilities less cash and cash

equivalents, current interest-bearing financial investments

and non-current interest-bearing financial investments.

The main objectives of Nokia’s capital management are to

maintain a solid overall financial position and to ensure

sufficient financial flexibility to execute Nokia’s long-term

business strategy and to provide returns to shareholders.

From a cash perspective, Nokia aims to maintain the balance

of its cash and cash equivalents and interest-bearing financial

investments less interest-bearing liabilities at 10-15% of

annual net sales over time. To support these objectives,

Nokia aims to maintain investment grade credit ratings.

At 31 December 2024, Nokia’s long-term credit ratings are

BBB- (stable) by Fitch, Ba1 (stable) by Moody’s, and BBB-

(stable) by S&P Global.

With regards to shareholder remuneration, Nokia targets

recurring, stable and over time growing ordinary dividend

payments, taking into account the previous year’s earnings as

well as the Company’s financial position and business outlook.

Nokia may also use share repurchases as a tool to manage

its capital structure through the reduction of capital and

distribute excess cash to the shareholders.

Distribution of funds

Nokia distributes funds to its shareholders in two ways:

a) as dividends from retained earnings and/or as assets

from the reserve for invested unrestricted equity, and b) by

repurchasing shares using funds in the unrestricted equity.

The amount of any distribution is limited to the Parent

Company's distributable funds and subject to its solvency,

and may not exceed the amount proposed by the Board

of Directors.

Dividend and/or assets from the reserve for unrestricted

invested equity

For the financial year 2024

Nokia’s Board of Directors proposes to the Annual General

Meeting 2025 that no dividend is distributed by a resolution of

the AGM for the financial year ended on 31 December 2024.

Instead, the Board proposes to be authorized to decide, in its

discretion, on the distribution of an aggregate maximum of

EUR 0.14 per share as dividend from the retained earnings and/

or as assets from the reserve for invested unrestricted equity.

The authorization would be used to distribute dividend and/or

assets from the reserve for invested unrestricted equity in four

installments during the period of validity of the authorization

unless the Board decides otherwise for a justified reason.

Distributions of dividend and/or assets from the reserve for

invested unrestricted equity are recognized as a reduction

of equity and a liability when the Board has decided on the

distribution. On the date of issuing the financial statements for

2024, the total number of Nokia shares is 5 605 850 345 and,

consequently, the total amount of distribution would be EUR

785 million. The total number of shares includes the shares

held by the Parent Company which are not entitled to a

distribution.

For the financial year 2023

The AGM in 2024 resolved to authorize the Board of Directors

to decide on the distribution of an aggregate maximum

of EUR 0.13 per share as dividend and/or as assets from the

reserve of invested unrestricted equity for the financial year

2023. The authorization was used to distribute a dividend in

four installments. During 2024, three installments of dividend

were distributed amounting to EUR 0.10 per share and

EUR 548 million in total. The fourth installment of EUR 0.03 per

share and EUR 161 million in total was paid in February 2025.

The total amount of dividend paid for the financial year 2023

was EUR 709 million.

For the financial year 2022

For the financial year 2022, a total dividend of EUR 665 million,

corresponding to EUR 0.12 per share, was paid.

Share buyback programs

November 2024 program

In November 2024, Nokia launched a share buyback program

to offset the dilutive effect of the acquisition of Infinera

Corporation announced on 27 June 2024. The program targets

to repurchase 150 million shares for an aggregate purchase

price not exceeding EUR 900 million. The repurchases

commenced on 25 November 2024 and will end latest by

31 December 2025. By 31 December 2024, Nokia has

repurchased 19 186 046 shares under the program for an

average price per share of EUR 4.14.

The repurchases will be funded using funds in the reserve

for invested unrestricted equity in accordance with the

authorization given to the Board of Directors by the AGM,

and hence the repurchases will reduce Nokia's total

unrestricted equity. The repurchased shares will be canceled.

January 2024 program

In January 2024, Nokia’s Board of Directors initiated a share

buyback program targeting to return up to EUR 600 million of

cash to shareholders in tranches over a period of two years.

The purchases under the first phase of the program

commenced on 20 March 2024. In July 2024, Nokia announced

it had decided to accelerate the repurchases in a way that the

whole share buyback program would be completed by the end

of 2024. During the program, which ended on 21 November

2024, Nokia repurchased 157 646 220 shares. The aggregate

purchase price of all shares acquired was EUR 600 million, and

the average price per share was EUR 3.81.

The repurchases were funded using funds in the reserve for

invested unrestricted equity, and hence the repurchases

reduced Nokia’s total unrestricted equity. The repurchased

shares were canceled in December 2024.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	172

Notes to the consolidated financial statements continued

The 2022 program

In February 2022, Nokia’s Board of Directors initiated a share

buyback program targeting to return up to EUR 600 million of

cash to shareholders in tranches over a period of two years.

In the first phase of the program, which was launched on

11 February 2022 and which ended on 11 November 2022,

Nokia repurchased 63 963 583 shares. The aggregate purchase

price of all shares acquired in the first phase was EUR 300 million

and the average price per share was EUR 4.69. The repurchased

shares were canceled in December 2022.

In the second phase of the program, which was launched on

2 January 2023 and which ended on 10 November 2023,

Nokia repurchased 78 301 011 shares. The aggregate purchase

price of all shares acquired under the second phase of the

program was EUR 300 million, and the average price per share

was EUR 3.83. The repurchased shares were canceled in

November 2023.

The repurchases were funded using funds in the reserve for

invested unrestricted equity, and hence the repurchases

reduced Nokia’s total unrestricted equity.

Authorizations given to the Board of Directors

The following authorizations related to the issue and

repurchase of shares were given to the Board of Directors at

the AGM held on 3 April 2024.

Authorization to issue shares and special rights entitling

to shares

The shareholders authorized the Board to issue a maximum

of 530 million shares, corresponding to less than 10% of the

total number of Nokia’s shares, through issuance of shares or

special rights entitling to shares in one or more issues during

the effective period of the authorization. The Board is

authorized to issue either new shares or shares held by Nokia.

Shares and special rights entitling to shares may be issued in

deviation from the shareholders’ pre-emptive rights within the

limits set by law. The authorization may be used to develop

Nokia’s capital structure, diversify the shareholder base,

finance or carry out acquisitions or other arrangements,

settle Nokia’s equity-based incentive plans or for other

purposes resolved by the Board of Directors.

The authorization is effective until 2 October 2025, and it

terminated the previous authorizations to issue shares and

special rights entitling to shares.

Authorization to repurchase shares

The shareholders authorized the Board to repurchase a

maximum of 530 million shares, corresponding to less than

10% of the total number of Nokia’s shares, using funds in the

unrestricted equity, which means that the repurchases will

reduce Nokia’s distributable funds. The price paid for the

shares under the authorization shall be based on the market

price of Nokia shares on the securities markets on the date of

the repurchase or a price otherwise formed in a competitive

process. Shares may be repurchased to be cancelled, held to be

reissued, transferred further or for other purposes resolved by

the Board of Directors. The Company may enter into derivative,

share lending or other arrangements customary in capital

market practice. The shares may be repurchased otherwise

than in proportion to the shares held by the shareholders.

The Board shall resolve on all other matters related to the

repurchase of Nokia shares.

The authorization is effective until 2 October 2025, and it

terminated the previous authorization to repurchase shares

to the extent that the Board has not previously resolved to

repurchase shares based on such authorization.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

5.2. Financial assets and liabilities

Accounting policies

Fair value

Fair value is the price that would be received to sell an

asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.

Financial assets and liabilities measured at fair value are

categorized based on the availability of observable inputs

used to measure their fair value. Three hierarchical levels

are based on an increasing amount of judgment associated

with the inputs used to derive fair valuation for these assets

and liabilities, Level 1 being market values for exchange

traded products, Level 2 being primarily based on publicly

available market information and Level 3 requiring most

management judgment.

The fair value of an asset or a liability is measured using

the assumptions that market participants would use

when pricing the asset or liability, assuming that market

participants act in their economic best interest, by using

quoted market rates, discounted cash flow analyses and

other appropriate valuation models. Nokia uses valuation

techniques that are appropriate in the circumstances and

for which sufficient data is available to measure fair value,

maximizing the use of relevant observable inputs and

minimizing the use of unobservable inputs. At the end of

each reporting period, all financial assets and liabilities, that

are either measured at fair value on a recurring basis or for

which fair values are disclosed in the financial statements,

are categorized within the fair value hierarchy based on

the lowest level input that is significant to the fair value

measurement as a whole.

Classification and measurement

Financial assets

Nokia classifies its financial assets that are debt instruments

in the following three categories: financial assets measured

at amortized cost, financial assets measured at fair value

through other comprehensive income, and financial assets

measured at fair value through profit and loss. The selection

of the appropriate category is made based on both Nokia’s

business model for managing the financial asset and on the

contractual cash flow characteristics of the asset. Equity

instruments and derivative financial assets are measured

at fair value through profit and loss.

Nokia’s business model for managing financial assets is defined

on a portfolio level. The business model must be observable on

a practical level by the way the business is managed. The cash

flows of financial assets measured at amortized cost are solely

payments of principal and interest. These assets are held within

a business model that has an objective to hold assets to collect

contractual cash flows. Financial assets measured at fair value

through other comprehensive income have cash flows that are

solely payments of principal and interest, and these assets are

held within a business model that has an objective that is

achieved both by holding financial assets to collect contractual

cash flows and selling financial assets. For these categories,

a loss allowance is calculated on a quarterly basis based on a

review of collectability (probability of default) and available

collateral (loss given default) for the asset, recorded as an

adjustment to the carrying amount of the asset and recognized

in other financial expenses in the income statement.

Financial assets measured at fair value through profit and loss

are assets that do not fall in either of the categories in the

paragraph above. Additionally, the accounting for financial

assets depends on whether the financial asset is part of a

hedging relationship (refer to Note 5.3. Derivative and firm

commitment assets and liabilities).

All purchases and sales of financial assets are recorded on

the trade date, i.e. when Nokia commits to purchase or sell

the asset. All financial assets are initially measured at fair

value and subsequently remeasured according to their

classification. Subsequently, instruments classified as fair

value through profit or loss and instruments classified as fair

value through other comprehensive income are remeasured

at fair value, while instruments classified as amortized cost

are remeasured using the effective interest rate method.

For instruments classified as fair value through profit or

loss, the fair value adjustments and foreign exchange gains

and losses are recognized in the income statement either in

other operating income and expenses or financial income

and expenses as determined by the purpose of the

instruments. For instruments classified as fair value through

other comprehensive income, changes in fair value are

recognized in the fair value reserve through other

comprehensive income (refer to Note 5.1. Equity).

For instruments classified as amortized cost, interest

calculated using the effective interest method, as well as

foreign exchange gains and losses, are recognized in

financial income and expenses in the income statement.

A financial asset is derecognized when substantially all the

risks and rewards related to the financial asset have been

transferred to a third party that assumes control of the

asset. On derecognition of a financial asset, the difference

between the carrying amount and the consideration

received is recognized in the income statement either in

other operating income and expenses or financial income

and expenses as determined by the purpose of the

instrument. The FIFO method is used to determine the

cost basis of financial assets at amortized cost that are

disposed of.

Financial liabilities

Nokia classifies its financial liabilities as financial liabilities

measured at amortized cost except for derivative liabilities

and the conditional obligation related to Nokia Shanghai

Bell, which are classified as financial liabilities at fair value

through profit and loss.

All financial liabilities are initially recognized at fair value and,

in the case of borrowings and payables, net of transaction

costs. Financial liabilities are subsequently remeasured

according to their classification.

For financial liabilities measured at amortized cost, interest

calculated using the effective interest method, as well as

foreign exchange gains and losses, are recognized in

financial income and expenses in the income statement.

Financial liabilities are derecognized when the related

obligation is discharged, canceled or expired. Additionally, a

substantial modification of the terms of an existing financial

liability is accounted for as a derecognition of the original

financial liability and the recognition of a new financial

liability. On derecognition of a financial liability, the

difference between the carrying amount extinguished and

the consideration paid is recognized in financial income or

expenses in the income statement.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

Fair value of financial instruments

	2024							2023
	Carrying amounts						Fair value(1)	Carrying amounts						Fair value(1)
		Fair value through profit or loss			Fair value<br><br>through other<br><br>comprehensive<br><br>income(2)				Fair value through profit or loss			Fair value<br><br>through other<br><br>comprehensive<br><br>income(2)
EURm	Amortized cost	Level 1	Level 2	Level 3	Level 2	Total	Total	Amortized cost	Level 1	Level 2	Level 3	Level 2	Total	Total
Non-current interest-bearing financial investments	457	—	—	—	—	457	466	715	—	—	—	—	715	717
Investments in venture funds	—	—	—	865	—	865	865	—	5	—	779	—	784	784
Other non-current financial assets	179	—	97	—	40	316	316	161	—	96	—	59	316	316
Other current financial assets	315	92	—	—	25	432	432	263	—	—	—	22	285	285
Derivative assets(3)	—	—	197	—	—	197	197	—	—	134	—	—	134	134
Trade receivables(4)	—	—	—	—	5 248	5 248	5 248	—	—	—	—	4 921	4 921	4 921
Current interest-bearing financial investments	486	—	1 175	—	—	1 661	1 661	874	—	691	—	—	1 565	1 565
Cash and cash equivalents	5 251	—	1 372	—	—	6 623	6 623	4 791	—	1 443	—	—	6 234	6 234
Total financial assets	6 688	92	2 841	865	5 313	15 799	15 808	6 804	5	2 364	779	5 002	14 954	14 956
Long-term interest-bearing liabilities	2 918	—	—	—	—	2 918	2 986	3 637	—	—	—	—	3 637	3 614
Other long-term financial liabilities	33	—	—	45	—	78	78	33	—	—	28	—	61	61
Short-term interest-bearing liabilities	969	—	—	—	—	969	969	554	—	—	—	—	554	555
Other short-term financial liabilities	883	—	—	488	—	1 371	1 371	65	—	—	471	—	536	536
Derivative liabilities(3)	—	—	299	—	—	299	299	—	—	286	—	—	286	286
Discounts without performance obligations(4)	380	—	—	—	—	380	380	404	—	—	—	—	404	404
Trade payables	3 213	—	—	—	—	3 213	3 213	3 423	—	—	—	—	3 423	3 423
Total financial liabilities	8 396	—	299	533	—	9 228	9 296	8 116	—	286	499	—	8 901	8 879

(1)The following fair value measurement methods are used for items not carried at fair value: The fair values of long-term interest-bearing liabilities, including current portion, are primarily based on publicly available market information (level 2). The fair values of other

assets and liabilities, including loan receivables and loans payable, are primarily based on discounted cash flow analysis (level 2). The fair value is estimated to equal the carrying amount for short-term financial assets and financial liabilities due to limited credit risk and

short time to maturity.

(2)No financial instruments measured at fair value through other comprehensive income are categorized in fair value hierarchy level 1 or level 3.

(3)For further information on derivative assets and liabilities, refer to Note 5.3. Derivative and firm commitment assets and liabilities.

(4)For further information on trade receivables and discounts without performance obligation, refer to Note 4.5. Trade receivables and other customer-related balances.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

Financial assets

Interest-bearing financial investments

Nokia invests a portion of the corporate cash needed to cover

the projected cash outflows of its ongoing business operations

in highly liquid, interest-bearing investments. Interest-bearing

financial investments may include investments measured at

amortized cost and investments measured at fair value

through profit and loss.

Non-current interest-bearing financial investments are

investments in highly liquid corporate bonds that are long-term

in nature based on their initial maturity and are measured at

amortized cost using the effective interest method.

Current interest-bearing financial investments in bank

deposits, as well as fixed income and money market securities

with an initial maturity or put feature longer than three

months, that have characteristics of solely payments of

principal and interest and are not part of structured

investments, are managed in a portfolio with a business model

of holding investments to collect principal and interest and

are measured at amortized cost using the effective interest

method. These investments are executed with the main

purpose of collecting contractual cash flows and principal

repayments. However, investments are sold from time to time

for liquidity management and market risk mitigation purposes.

Current interest-bearing financial investments may also include

money market funds that do not qualify as cash equivalents,

investments acquired for trading purposes, investment

structures consisting of securities traded in combination with

derivatives with complementing and typically offsetting risk

factors and other investments that have cash flows not being

solely payments of principal and interest. These investments

are executed for capital appreciation and other investment

returns and can be sold at any time. These investments are

classified as fair value through profit or loss, with fair value

adjustments, foreign exchange gains and losses and realized

gains and losses recognized in financial income and expenses

in the income statement. The fair values of these investments

are based on publicly available market information.

Corporate cash investments in bank deposits used as collateral

for derivative transactions are measured at amortized cost

using the effective interest method.

Other financial assets

Other non-current financial assets include unlisted private

equity and unlisted venture fund investments, including

investments managed by NGP Capital which specializes in

growth-stage investing. These investments do not fulfill the

criteria of being solely payments of principal and interest

and they are classified as investments at fair value through

profit and loss. The fair value of these level 3 investments is

determined using one or more valuation techniques where

the use of the market approach generally consists of using

comparable market transactions, while the use of the income

approach generally consists of calculating the net present

value of expected future cash flows.

For unlisted funds, the selection of appropriate valuation

techniques by the fund managing partner may depend on the

availability and reliability of relevant inputs. In some cases,

one valuation technique may provide the best indication

of fair value while in other circumstances multiple valuation

techniques may be appropriate.

Inputs generally considered include the original transaction

price, recent transactions in the same or similar instruments,

completed or pending third-party transactions in the

underlying investment or comparable issuers, subsequent

rounds of financing, recapitalizations or other transactions

undertaken by the issuer, offerings in the equity or debt capital

markets, and changes in financial ratios or cash flows, adjusted

as appropriate for liquidity, credit, market and/or other risk

factors. The fair value may be adjusted to reflect illiquidity and/

or non-transferability, with the amount of such discount

estimated by the managing partner in the absence of

market information.

Level 3 investments are remeasured at each reporting date

taking into consideration any changes in estimates, projections

and assumptions, as well as any changes in economic and other

relevant conditions. These investments include approximately

50 separate venture funds investing in hundreds of individual

companies in various sectors and geographies, focusing on 5G,

digital health, software and enterprise sectors.

Hence, specific estimates and assumptions used by managing

partners in the absence of observable inputs do impact the

fair value of individual investments, but no individual input

has a significant impact on the aggregated fair value of

level 3 investments.

Fair value adjustments, foreign exchange gains and losses,

and realized gains and losses from the disposal of these

investments are recognized in other operating income and

expenses in the income statement.

From time to time Nokia may have investments in listed equity

shares classified as level 1 investments. These are exchange

traded products with quoted prices readily and regularly

available from an exchange representing actual and regularly

occurring market transactions on an arm’s-length basis.

Other non-current financial assets also include restricted

assets and other receivables, customer financing-related loan

receivables (refer to note 4.5. Trade receivables and other

customer-related balances) and certain other financial assets

of a long-term nature.

Restricted assets and other receivables include restricted bank

deposits primarily related to employee benefits as well as other

loan receivables measured at amortized cost using the

effective interest method.

The cash flows of certain other financial assets of a long-term

nature do not fulfill the criteria of being solely payments of

principal and interest. These investments are measured at fair

value using quoted market rates, discounted cash flow models

or other appropriate valuation methods as of the reporting

date. Fair value adjustments, foreign exchange gains and

losses, and realized gains and losses from the disposal of

these investments are mainly recognized in financial income

and expenses in the income statement.

Other current financial assets include the current part of

other non-current financial assets as well as short-term loan

receivables measured at amortized cost using the effective

interest method.

Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand

as well as highly liquid, fixed income and money market

investments that are readily convertible to known amounts of

cash with maturities at acquisition of three months or less, as

well as bank deposits with maturities or contractual call periods

at acquisition of three months or less. Due to the high credit

quality and short-term nature of these investments, there is

an insignificant risk of change in value. Investments in money

market funds that have a risk profile consistent with the

aforementioned criteria are also classified as cash equivalents.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

Investments that have cash flows that are solely payments of

principal and interest are measured at amortized cost using the

effective interest method whereas all other investments are

classified as fair value through profit and loss, with fair value

adjustments and foreign exchange gains and losses recognized

in financial income and expenses in the income statement.

The fair values of these investments are based on publicly

available market information.

Financial liabilities

Interest-bearing liabilities

Long-term and short-term interest-bearing liabilities are

measured at amortized cost using the effective interest

method. Long-term and short-term interest-bearing liabilities

include issued bonds and other borrowings. Short-term

interest-bearing liabilities also include the current portion

of long-term interest-bearing liabilities and collaterals for

derivative transactions.

Other financial liabilities

Other financial liabilities include a liability related to Nokia's

share buyback program reflecting Nokia’s commitment under

the agreement with a third-party broker conducting the share

repurchases on Nokia’s behalf.

Other financial liabilities also include a liability for acquiring

China Huaxin's ownership interest in Nokia Shanghai Bell. This

financial liability is measured based on the expected future

cash settlement with any changes recorded in financial income

and expenses in the income statement. The measurement

of this level 3 financial liability involves estimation of the

acquisition price and the distribution of excess cash balances.

Unobservable valuation inputs include certain financial

performance metrics of Nokia Shanghai Bell. No individual

input has a significant impact on the total fair value.

Trade payables

Trade payables are carried at invoiced amount in the statement

of financial position. Trade payables include balances payable

to suppliers under reverse factoring arrangements with

financial institutions. These balances are classified as trade

payables and the related payments as cash flows from

operating activities (refer to Note 5.4. Financial risk

management).

Interest-bearing loans and other borrowingsAll borrowings presented in the table below are senior unsecured and have no financial covenants.
				Carrying amount m(1)
Issuer/borrower	Currency	Nominal (million)	Final maturity	2024
Nokia Corporation	EUR	378	3/2024	—
Nokia Corporation	EUR	500	2/2025	500
Nokia Corporation	EUR	83	5/2025	83
Nokia Corporation	EUR	292	5/2025	292
Nokia Corporation	EUR	630	3/2026	624
Nokia Corporation	USD	500	6/2027	458
Nokia of America Corporation	USD	74	1/2028	71
Nokia Corporation	EUR	500	5/2028	487
Nokia of America Corporation	USD	206	3/2029	199
Nokia Corporation	EUR	500	8/2031	513
Nokia Corporation	EUR	100	10/2032	100
Nokia Corporation	USD	500	5/2039	455
Nokia Corporation and various subsidiaries				105
Total				3 887
(1)Carrying amount includes 46 million of fair value losses ( 31 million in 2023) related to fair value hedge accounting relationships, including 137 million of fair value gains ( 156 million in 2023) related to discontinued fair value hedge accounting relationships that are amortized over the life of the respective senior notes.(2)The bond has a one-time redemption premium at maturity of 4 million in case Nokia does not meet its commitment to reduce its greenhouse gas (GHG) emissions (in tCO2e) across its value chain (Scope 1, 2, and 3) by 50% between 2019 and 2030. This target is one of Nokia’s key sustainability targets and has been selected to be the Sustainability Performance Target in Nokia’s Sustainable Finance Framework that enables the issuance of sustainability-linked financing instruments.(3)In October 2024, Nokia signed a loan facility agreement of 250 million with the Nordic Investment Bank (NIB) for financing research and development of 5G and 6G technology. As of 31 December 2024, 100 million has been drawn from the facility and is repayable in two equal installments in 2031 and 2032. The availability period of the remaining loan facility of 150 million ends in April 2025.

All values are in Euros.

Changes in level 3 financial assets and liabilities measured at fair value for continuing operations
		2023
m	Financial liabilities	Financial assets	Financial liabilities
1 January	(499)	823	(550)
Net gains/(losses) in income statement	(25)	(76)	31
Additions(1)	(13)	56	—
Deductions(1)	16	(24)	19
Transfers out of level 3	—	—	—
Other movements	(12)	—	1
31 December	(533)	779	(499)
(1)For level 3 financial assets, additions mainly include capital contributions to venture funds and deductions mainly include distributions from venture funds.
A net gain of 17 million (net loss of 42 million in 2023) related to level 3 financial instruments held at 31 December was included in the profit and loss during 2024.

All values are in Euros.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	177

Notes to the consolidated financial statements continued

5.3. Derivative and firm commitment assets and liabilities

Accounting policies

Fair value

All derivatives are recognized initially at fair value on the

date a derivative contract is entered into and subsequently

remeasured at fair value. The method of recognizing

the resulting gain or loss varies according to whether

the derivatives are designated and qualify under

hedge accounting.

Foreign exchange forward contracts are valued at market-

forward exchange rates. Changes in fair value are measured

by comparing these rates with the original contract-forward

rate. Currency options are valued at each reporting date

by using the Garman & Kohlhagen option valuation model.

Interest rate swaps and cross-currency swaps are valued

using the discounted cash flow method.

Hedge accounting

Nokia applies hedge accounting on certain foreign exchange

forward contracts, options or option strategies, and interest

rate derivatives. Qualifying options and option strategies

have zero net premium, or a net premium paid. For option

structures, the critical terms of the purchased and written

options are the same and the notional amount of the

written option component is not greater than that of the

purchased option.

In the fair valuation of foreign exchange forward contracts,

Nokia separates the forward element and considers it to be

the cost of hedging for foreign exchange forward contracts.

In the fair valuation of foreign exchange option contracts,

Nokia separates the time value and considers it to be the

cost of hedging for foreign exchange option contracts. In

the fair valuation of cross-currency swaps, Nokia separates

the foreign currency basis spread and considers it to be the

cost of hedging for cross-currency swaps.

Hedge effectiveness is assessed at inception and

subsequently on a quarterly basis during the hedge

relationship to ensure that an economic relationship exists.

As Nokia only enters in hedge relationships where the critical

terms match, the assessment of effectiveness is done on a

qualitative basis with no significant ineffectiveness expected.

Presentation in the statement of cash flows

The cash flows of a hedge are classified as cash flows from

operating activities in cases where the underlying hedged items

relate to Nokia’s operating activities. When a derivative

contract is accounted for as a hedge of an identifiable position

relating to financing or investing activities, the cash flows of

the contract are classified in the same way as the cash flows of

the position being hedged. Cash flows of derivatives used in

hedging the foreign exchange risk of Nokia’s cash position are

presented in cash flows from investing activities.

Cash flow hedges: hedging of forecast foreign currency

denominated sales and purchases

Nokia applies cash flow hedge accounting primarily to foreign

exchange exposure that arises from highly probable forecast

operative business transactions. The risk management strategy

is to hedge material net exposures (identified standard net

sales exposure minus identified standard costs exposure) by

using foreign exchange forwards and foreign exchange options

in a layered hedging style that follows defined hedging level

ranges and hedge maturities in quarterly time buckets. The

hedged item must be highly probable and present an exposure to

variations in cash flows that could ultimately affect profit or loss.

For qualifying foreign exchange forwards and foreign exchange

options, the change in fair value that reflects the change in

spot exchange rates on a discounted basis is recognized in

hedging reserve through other comprehensive income (refer to

Note 5.1. Equity). The changes in the forward element of the

foreign exchange forwards and the time value of the options

that relate to hedged items are deferred in the cost of

hedging reserve through other comprehensive income (refer

to Note 5.1. Equity) and are subsequently accounted for in

the same way as the spot element or intrinsic value.

In each quarter, Nokia evaluates whether the forecast

sales and purchases are still expected to occur. If a portion

of the hedged cash flow is no longer expected to occur,

the hedge accounting criteria are no longer met and all

related deferred gains or losses are derecognized from

fair value and other reserves and recognized in other

operating income and expenses in the income statement.

If the hedged cash flow ceases to be highly probable, but is

still expected to occur, accumulated gains and losses remain

in fair value and other reserves until the hedged cash flow

affects profit or loss.

Nokia’s risk management objective is to hedge forecast cash

flows until the related revenue has been recognized. Each

hedge relationship is discontinued during the quarter when

the hedge matures, which is also the quarter that it had

been designated to hedge. At this point, the accumulated

gain or loss of cash flow hedges is reclassified to other

operating income and expenses in the income statement.

In cases where the forecast amount of revenue is not

recognized during a quarter, the full accumulated gain or

loss of cash flow hedges designated for said quarter is still

reclassified and the portion related to forecast revenue that

was not recognized is disclosed as hedge ineffectiveness.

As cash flow hedges primarily mature in the same quarter

as the hedged item, there is no significant ineffectiveness

resulting from the time value of money. Nokia will validate

the magnitude of the impact of discounting related to the

amount of gain or loss recognized in fair value and other

reserves on a quarterly basis.

Cash flow and fair value hedges: hedging of foreign

exchange risk of future interest cash flows

Nokia also applies cash flow hedging to future interest cash

flows in foreign currency related to issued bonds. These

future interest cash flows are hedged with cross-currency

swaps that have been bifurcated and designated partly as

fair value hedges (see Fair value hedges: hedging of interest

rate exposure below) to hedge both the foreign exchange

and interest rate benchmark risk component of the issued

bond, and partly as cash flow hedges to hedge the foreign

exchange risk related to the remaining portion of interest

cash flows on the issued bond. The accumulated gain or loss

for the part of these cross-currency swaps designated as

cash flow hedges is initially recorded in hedging reserve

through other comprehensive income and reclassified to

profit or loss at the time when the related interest cash

flows are settled.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	178

Notes to the consolidated financial statements continued

Fair value hedges: hedging of interest rate exposure

Nokia applies fair value hedge accounting to reduce

exposure to fair value fluctuations of interest-bearing

liabilities due to changes in interest rates and foreign

exchange rates. Nokia uses interest rate swaps and cross-

currency swaps aligned with the hedged items to hedge

interest rate risk and associated foreign exchange risk.

Nokia has entered into long-term borrowings mainly at fixed

rates and has swapped most of them into floating rates in

line with a defined target interest profile. Nokia aims to

mitigate the adverse impacts from interest rate fluctuations

by continuously managing net interest exposure resulting

from financial assets and liabilities by setting appropriate

risk management benchmarks and risk limits. The hedged

item is identified as a proportion of the outstanding loans

up to the notional amount of the swaps as appropriate to

achieve the risk management objective. Nokia enters into

interest rate swaps that have similar critical terms to the

hedged item, such as reference rate, reset dates, payment

dates, maturities and notional amount and hence Nokia

expects that there will be no significant ineffectiveness.

Nokia has not entered into interest rate swaps where it

would be paying fixed rates.

Nokia’s borrowings are carried at amortized cost. Changes

in the fair value of derivatives designated and qualifying as

fair value hedges, together with any changes in the fair value

of hedged liabilities attributable to the hedged risk, are

recorded in financial income and expenses in the income

statement. Nokia separates the foreign currency basis

spread from cross-currency swaps and excludes it from the

hedged risk as cost of hedging that is initially recognized

and subsequently measured at fair value and recorded in

the cost of hedging reserve through other comprehensive

income. If a hedge relationship no longer meets the criteria

for hedge accounting, hedge accounting ceases, the cost

of hedging recorded in the cost of hedging reserve is

immediately expensed and any fair value adjustments

made to the carrying amount of the hedged item while the

hedge was effective are recognized in financial income and

expenses in the income statement based on the effective

interest method.

Fair value hedges: hedging of foreign exchange exposure

In certain cases, related to long-term construction projects

within the Submarine Networks business which is presented

as discontinued operations, Nokia applied fair value hedge

accounting for foreign exchange risk with the objective to

reduce the exposure to fluctuations in the fair value of firm

commitments due to changes in foreign exchange rates. The

change in fair value that reflect the change in spot exchange

rates of the foreign exchange forwards designated and

qualifying as fair value hedges, together with any changes in

the fair value of the hedged firm commitments attributable

to the hedged risk, were recorded in financial income and

expenses in discontinued operations.

At the end of the hedge relationship, the accumulated changes

in the spot element of qualifying fair value hedges were

recorded as adjustments to net sales or cost of sales in

discontinued operations according to the hedge designation.

The changes in the forward element of the foreign exchange

forwards that relate to hedged items were deferred in the

cost of hedging reserve through other comprehensive income

and reclassified to other operating income and expenses in

discontinued operations at the end of the hedge relationship.

Hedges of net investments in foreign operations

Nokia applies hedge accounting for its foreign currency

hedging of selected net investments. The hedged item can

be an amount equal to or less than the carrying amount of

the net assets of the foreign operation in the statement of

financial position. The risk management strategy is to protect

the euro counter value of the portion of this exposure

expected to materialize as non-euro cash repatriation in the

foreseeable future.

For qualifying foreign exchange forwards, foreign exchange

options and option strategies, the change in fair value that

reflects the change in spot exchange rates is recognized in

translation differences in shareholders’ equity (refer to Note

5.1. Equity). The changes in the forward element of foreign

exchange forwards as well as the changes in the time value

of options (collectively known as the “cost of hedging”) is

recognized in the cost of hedging reserve through other

comprehensive income. The cost of hedging at the date of

designation of the foreign exchange forward or option contract

as a hedging instrument is amortized to financial income and

expenses in the income statement over the duration of the

contract. Hence, in each reporting period, the change in fair

value of the forward element of the foreign exchange forward

contract or the time value of the option contract is recorded

in the cost of hedging reserve through other comprehensive

income, while the amortization amount is reclassified from

the cost of hedging reserve to profit or loss.

The cumulative amount or proportionate share of changes

in the fair value of qualifying hedges deferred in translation

differences is recognized as gain or loss on disposal of all or

part of a foreign subsidiary.

Derivatives not designated in hedge accounting

relationships carried at fair value through profit and loss

For derivatives not designated under hedge accounting, but

hedging identifiable forecast exposures such as anticipated

foreign currency denominated sales and purchases, the

gains and losses are recognized in other operating income

and expenses in the income statement. The gains and losses

on all other derivatives not designated under hedge

accounting are recognized in financial income and expenses.

Embedded derivatives included in contracts are identified

and monitored by Nokia. For host contracts that are not

financial assets containing embedded derivatives that are

not closely related, the embedded derivatives are separated

and measured at fair value at each reporting date with

changes in fair value recognized in financial income and

expenses in the income statement. For host contracts that

are financial assets containing embedded derivatives, the

whole contract is measured at fair value at each reporting

date with changes in fair value recognized in financial

income and expenses in the income statement.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	179

Notes to the consolidated financial statements continued

Derivatives and firm commitments

	2024				2023
	Assets		Liabilities		Assets		Liabilities
EURm	Fair value(1)	Notional(2)	Fair value(1)	Notional(2)	Fair value(1)	Notional(2)	Fair value(1)	Notional(2)
Cash flow hedges
Foreign exchange forward contracts	7	381	(19)	733	26	1 206	(19)	1 039
Currency options bought	—	90	—	—	3	466	—	—
Currency options sold	—	—	—	—	—	—	—	23
Fuel hedges	—	—	—	—	—	—	(1)	50
Cash flow and fair value hedges(3)
Cross-currency swaps	15	241	(97)	722	—	—	(144)	905
Fair value hedges
Interest rate swaps	28	1 130	(10)	792	24	1 195	(28)	1 105
Foreign exchange forward contracts	—	—	—	—	14	627	(59)	1 337
Firm commitments	—	—	—	—	22	1 788	(9)	434
Hedges on net investment in foreign subsidiaries
Foreign exchange forward contracts	3	527	(8)	971	6	1 111	—	81
Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss
Foreign exchange forward contracts	110	7 129	(165)	6 124	58	6 889	(35)	6 012
Currency options bought	15	770	—	—	—	10	—	—
Embedded derivatives(4)	19	996	—	—	3	620	—	—
Other derivatives	—	—	—	—	—	12	—	—
Total	197	11 264	(299)	9 342	156	13 924	(295)	10 986
(1)Included in other current financial and firm commitment assets and other financial and firm commitment liabilities in the statement of financial position.<br><br>(2)Includes the gross amount of all notional values for contracts that have not yet been settled or canceled. The amount of notional value outstanding is not necessarily a measure or indication of market risk as the exposure of certain contracts may be offset by that of<br><br>other contracts.<br><br>(3)Cross-currency swaps have been designated partly as fair value hedges and partly as cash flow hedges.<br><br>(4)Embedded derivatives are related to customer contracts.

To manage interest rate and foreign exchange risks related to Nokia’s interest-bearing liabilities, Nokia has designated the following cross-currency swaps as hedges under both fair value hedge

accounting and cash flow hedge accounting, and interest rate swaps as hedges under fair value hedge accounting at 31 December:

				Notional (million in currency)		Fair value m
Entity	Instrument	Currency	Maturity	2024	2023	2024
Nokia Corporation	Interest rate swaps	EUR	3/2024	—	378	—
Nokia Corporation	Interest rate swaps	EUR	5/2025	292	292	3
Nokia Corporation	Interest rate swaps	EUR	3/2026	630	630	(1)
Nokia Corporation	Cross-currency swaps	USD	6/2027	500	500	9
Nokia Corporation	Interest rate swaps	EUR	5/2028	500	500	(7)
Nokia Corporation	Interest rate swaps	EUR	8/2031	500	500	22
Nokia Corporation	Cross-currency swaps	USD	5/2039	500	500	(92)
Total						(66)

All values are in Euros.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	180

Notes to the consolidated financial statements continued

5.4. Financial risk management

General risk management principles

Nokia has a systematic and structured approach to risk

management. Key risks and opportunities are primarily

identified against business targets either in business

operations or as an integral part of strategy and financial

planning. Risk management covers strategic, operational,

financial, compliance and reputational risks. Key risks and

opportunities are analyzed, managed and monitored as

part of business performance management. The principles

documented in the Nokia Enterprise Risk Management Policy,

which is approved by the Audit Committee of the Board,

require risk management and its elements to be integrated into

key processes. One of the core principles is that the business

or function head is also the risk owner, although all employees

are responsible for identifying, analyzing and managing risks,

as appropriate, given their roles and duties. Nokia’s overall risk

management concept is based on managing the key risks that

would prevent Nokia from meeting its objectives, rather than

focusing on eliminating risks. In addition to the principles

defined in the Nokia Enterprise Risk Management Policy,

other key policies and operating procedures reflect the

implementation of specific aspects of risk management,

including financial risk management.

Financial risks

The objective for treasury activities is to guarantee sufficient

funding at all times and to identify, evaluate and manage

financial risks. Treasury activities support this aim by mitigating

the adverse effects on the profitability of the underlying

business caused by fluctuations in the financial markets,

and by managing the capital structure by balancing the levels

of liquid assets and financial borrowings. Treasury activities

are governed by the Nokia Treasury Policy approved by the

President and CEO, which provides principles for overall

financial risk management and determines the allocation

of responsibilities for financial risk management activities.

Operating procedures approved by the Chief Financial Officer

(CFO) cover specific areas such as foreign exchange risk,

interest rate risk, credit risk and liquidity risk, as well as the use

of derivative financial instruments in managing these risks.

Nokia is risk averse in its treasury activities.

Financial risks are divided into market risk covering foreign

exchange risk and interest rate risk, financial credit risk, and

liquidity risk.

Market risk

Foreign exchange risk

Nokia operates globally and is exposed to transaction and

translation foreign exchange risks. The objective of foreign

exchange risk management is to mitigate adverse impacts from

foreign exchange fluctuations on Nokia’s profitability and cash

flows. Treasury applies a global portfolio approach to manage

foreign exchange risks within approved guidelines and limits.

Transaction risk arises from foreign currency denominated

assets and liabilities together with foreign currency

denominated future cash flows. Transaction exposures are

managed in the context of various functional currencies of

Group companies. Material transactional foreign exchange

exposures are hedged, unless hedging would be uneconomical

due to market liquidity and/or hedging cost. Exposures are

defined using transaction nominal values. Exposures are mainly

hedged with derivative financial instruments, such as foreign

exchange forward contracts and foreign exchange options

with most of the hedging instruments having a duration

of less than a year.

A layered hedging approach is typically used for hedging

of highly probable forecast foreign currency denominated

cash flows with quarterly hedged items defined based on set

hedge ratio ranges for each successive quarter. Hedged items

defined for successive quarters are hedged with foreign

exchange forward contracts and foreign exchange options with

a hedge ratio of 1:1. Hedging level ranges are adjusted on a

monthly basis including hedging instrument designation and

documentation as appropriate. In cases where hedges exceed

the hedge ratio range for any specific quarter, the hedge

portfolio for that specific quarter is adjusted accordingly.

In certain cases, mainly related to long-term construction

projects within Submarine Networks business which is

presented as a discontinued operation, Nokia applies fair value

hedge accounting for foreign exchange risk with the objective

to reduce the exposure to fluctuations in the fair value of the

related firm commitments due to changes in foreign exchange

rates. Exposures are mainly hedged with foreign exchange

forward contracts with most of the hedging instruments

matching the duration of the underlying projects. Nokia

continuously manages the portfolio of hedging instruments

to ensure appropriate alignment with the portfolio of hedged

items at a hedging ratio of 1:1.

As Nokia has entities where the functional currency is other

than the euro, the shareholders’ equity is exposed to

fluctuations in foreign exchange rates. Changes in shareholders’

equity caused by movements in foreign exchange rates are

shown as currency translation differences in the consolidated

financial statements. The risk management strategy is to

protect the euro counter value of the portion of this exposure

expected to materialize as foreign currency repatriation cash

flows in the foreseeable future. Exposures are mainly hedged

with derivative financial instruments, such as foreign exchange

forward contracts and foreign exchange options with most of

the hedging instruments having a duration of less than a year.

Hedged items are defined based on conservative expectations

of repatriation cash flows based on a range of considerations.

Net investment exposures are reviewed, hedged items

designated, and hedging levels adjusted at minimum on a

quarterly basis with a hedge ratio of 1:1. Additionally, hedging

levels are adjusted whenever there are significant events

impacting expected repatriation cash flows.

The foreign exchange risk arising from foreign currency

denominated interest-bearing liabilities is primarily hedged

using cross-currency swaps that are also used to manage

Nokia’s interest rate profile (refer to the interest rate risk

section below).

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	181

Notes to the consolidated financial statements continued

Notional amounts in currencies that represent a significant portion of the currency mix in outstanding financial instruments and other hedged items at 31 December:

EURm	USD	CNY	INR	GBP
2024
Foreign exchange exposure designated as hedged item for cash flow hedging, net(1)	450	(220)	(175)	222
Foreign exchange exposure designated as hedged item for net investment hedging(3)	135	783	208	152
Foreign exchange exposure from interest-bearing liabilities(4)	(786)	—	—	—
Foreign exchange exposure from items on the statement of financial position, excluding interest-bearing liabilities, net	961	(822)	(718)	(100)
Other foreign exchange derivatives, carried at fair value through profit and loss, net(5)	735	813	200	83
2023
Foreign exchange exposure designated as hedged item for cash flow hedging, net(1)	606	(232)	(153)	36
Foreign exchange exposure designated as hedged item for fair value hedging for FX risk, net(2)	1 354	—	—	—
Foreign exchange exposure designated as hedged item for net investment hedging(3)	—	788	184	106
Foreign exchange exposure from interest-bearing liabilities(4)	(750)	—	—	—
Foreign exchange exposure from items on the statement of financial position, excluding interest-bearing liabilities, net	2 475	(804)	(346)	(52)
Other foreign exchange derivatives, carried at fair value through profit and loss, net(5)	(205)	720	(38)	108

(1)Includes foreign exchange exposure from forecast cash flows related to sales and purchases. In some currencies, especially the US dollar, Nokia has substantial foreign exchange exposures in both estimated cash inflows and outflows. These underlying exposures have

been hedged.

(2)Includes foreign exchange exposure from contractual firm commitments. These underlying exposures have been substantially hedged.

(3)Includes net investment exposures in foreign operations. These underlying exposures have been hedged.

(4)Includes interest-bearing liabilities that have been hedged with cross-currency swaps and foreign exchange forwards. Refer to Note 5.3. Derivative and firm commitment assets and liabilities.

(5)Items on the statement of financial position are hedged by a portion of foreign exchange derivatives not designated in a hedge relationship and carried at fair value through profit and loss. Embedded derivatives are included in this line item.

Effects of hedge accounting on the financial position and performance

Nokia is using several types of hedge accounting programs to manage its foreign exchange and interest rate risk exposures; refer to Note 5.3. Derivative and firm commitment assets and liabilities.

The effect of these programs on Nokia’s financial position and performance at 31 December:

EURm	Cash flow hedges(1)	Net investment hedges(1)	Fair value hedges for FX risk(1)	Fair value and cash flow hedges(1)
2024
Carrying amount of hedging instruments	(12)	(5)	—	(88)
Notional amount of hedging instruments	(1 043)	(1 498)	—	2 885
Notional amount of hedged items	1 043	1 498	—	(2 885)
Change in intrinsic value of hedging instruments since 1 January	(3)	(39)	—	10
Change in value of hedged items used to determine hedge effectiveness	6	39	—	(13)
2023
Carrying amount of hedging instruments	2	5	(45)	(174)
Notional amount of hedging instruments	(968)	(1 166)	(1 354)	3 205
Notional amount of hedged items	968	1 166	1 354	(3 205)
Change in intrinsic value of hedging instruments since 1 January	22	132	40	89
Change in value of hedged items used to determine hedge effectiveness	(15)	(132)	(42)	(93)

(1)No significant ineffectiveness has been recorded during the periods presented and economic relationships have been fully effective.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	182

Notes to the consolidated financial statements continued

The methodology for assessing foreign exchange risk

exposures: Value-at-Risk

Nokia uses the Value-at-Risk (VaR) methodology to assess

exposures to foreign exchange risks. The VaR-based

methodology provides estimates of potential fair value losses

in market risk-sensitive instruments as a result of adverse

changes in specified market factors, at a specified confidence

level over a defined holding period. Nokia calculates the foreign

exchange VaR using the Monte Carlo method, which simulates

random values for exchange rates in which Nokia has exposures

and takes the non-linear price function of certain derivative

instruments into account. The VaR is determined using

volatilities and correlations of rates and prices estimated from

a sample of historical market data, at a 95% confidence level,

using a one-month holding period. To put more weight on

recent market conditions, an exponentially weighted moving

average is performed on the data with an appropriate decay

factor. This model implies that, within a one-month period, the

potential loss will not exceed the VaR estimate in 95% of

possible outcomes.

In the remaining 5% of possible outcomes, the potential loss

will be at minimum equal to the VaR figure and, on average,

substantially higher. The VaR methodology relies on a number

of assumptions, which include the following: risks are measured

under average market conditions, changes in market risk

factors follow normal distributions, future movements in

market risk factors are in line with estimated parameters and

the assessed exposures do not change during the holding

period. Thus, it is possible that, for any given month, the

potential losses at a 95% confidence level are different and

could be substantially higher than the estimated VaR.

The VaR calculation includes foreign currency denominated

monetary financial instruments, such as current financial

investments, loans and trade receivables, cash, and loans

and trade payables; foreign exchange derivatives carried

at fair value through profit and loss that are not in a hedge

relationship and are mostly used to hedge the statement

of financial position foreign exchange exposure, as well as

embedded derivatives; and foreign exchange derivatives

designated as forecast cash flow hedges, fair value hedges

and net investment hedges as well as the exposures

designated, as hedged items for these hedge relationships.

The VaR risk measures for Nokia’s sensitivity to foreign exchange risks are presented in the Total VaR column and the simulated<br><br>impact to financial statements is presented in the profit, other comprehensive income (OCI) and cumulative translation<br><br>adjustment (CTA) columns in the table below.
	2024				2023
		Simulated impact on financial statements				Simulated impact on financial statements
EURm	Total VaR	Profit	OCI	CTA	Total VaR	Profit	OCI	CTA
31 December	36	40	23	—	72	67	18	—
Average for the year	19	15	21	—	32	25	23	—
Range for the year	8-36	9-40	11-25	0-0	19-72	12-67	9-40	0-0
The most significant foreign exchange hedging instruments under cash flow, net investment and fair value hedge accounting at<br><br>31 December:
---	---	---	---	---	---	---	---
					Maturity breakdown of notional amounts (m)(1)
	Currency	Fair value<br><br>(EURm)	Weighted<br><br>average<br><br>hedged rate	Total	Within 3 months	Between 1<br><br>and 3 years	Beyond 3<br><br>years
2024
Cash flow hedge accounting	GBP	(5)	0.8423	(222)	(69)	—	—
	USD	(11)	1.0670	(459)	(170)	—	—
Net investment hedge accounting	CNY	(6)	7.6474	(783)	(783)	—	—
	INR	—	88.8518	(208)	(186)	—	—
2023
Cash flow hedge accounting	GBP	(1)	0.8640	(219)	(63)	—	—
	USD	5	1.0881	(860)	(231)	—	—
	USD	(2)	1.0832	257	—	131	7
Net investment hedge accounting	CNY	4	7.8152	(788)	(788)	—	—
Fair value hedge accounting for FX risk	USD	(45)	1.1196	(1 354)	(427)	(616)	(10)
(1) Negative notional amounts indicate that hedges sell currency, and positive notional amounts indicate that hedges buy currency.

All values are in Euros.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	183

Notes to the consolidated financial statements continued

Interest rate risk

Nokia is exposed to interest rate risk either through market

value fluctuations of items on the statement of financial

position (price risk) or through changes in interest income or

expenses (refinancing or reinvestment risk). Interest rate risk

mainly arises through interest-bearing liabilities and assets.

Estimated future changes in cash flows and the structure of

the statement of financial position also expose Nokia to

interest rate risk.

The objective of interest rate risk management is to mitigate

adverse impacts arising from interest rate fluctuations on the

income statement, cash flow and financial assets and liabilities

while taking into consideration Nokia’s target capital structure

and the resulting net interest rate exposure. Nokia has entered

into long-term borrowings mainly at fixed rates and swapped

most of them into floating rates, in line with a defined target

interest profile. Nokia has not entered into interest rate swaps

where it would be paying fixed rates. Nokia aims to mitigate

the adverse impacts from interest rate fluctuations by

continuously managing net interest rate exposure arising

from financial assets and liabilities, by setting appropriate

risk management benchmarks and risk limits.

Treasury monitors and manages interest rate exposure

centrally. Nokia uses selective sensitivity analyses to assess and

measure interest rate exposure arising from interest-bearing

assets, interest-bearing liabilities and related derivatives.

Sensitivity analysis determines an estimate of potential

fair value changes in market risk-sensitive instruments by

varying interest rates in currencies in which Nokia has material

amounts of financial assets and liabilities while keeping all

other variables constant.

Sensitivities to credit spreads are not reflected in the

sensitivity analysis.

Interest rate profile of items under interest rate risk management at 31 December:
	2024		2023
EURm	Fixed rate	Floating rate(1)	Fixed rate	Floating rate(1)
Non-current interest-bearing financial investments	457	—	715	—
Current interest-bearing financial investments	133	1 528	510	1 055
Cash and cash equivalents	54	6 569	55	6 179
Interest-bearing liabilities	(3 150)	(737)	(3 483)	(708)
Financial assets and liabilities before derivatives	(2 506)	7 360	(2 203)	6 526
Interest rate derivatives	2 820	(2 820)	3 057	(3 057)
Financial assets and liabilities after derivatives	314	4 540	854	3 469
(1)All cash equivalents and derivative transaction-related collaterals with initial maturity of three months or less are considered floating rate for the purposes of interest rate risk<br><br>management.						Nokia’s sensitivity to interest rate exposure in the investment and debt portfolios is presented in the fair value column in the table<br><br>below with simulated impact to the financial statements presented in the profit and other comprehensive income (OCI) columns.
---	---	---	---	---	---	---
	2024			2023
	Impact on	Impact on	Impact on	Impact on	Impact on	Impact on
EURm	fair value	profit	OCI	fair value	profit	OCI
Interest rates - increase by 100 basis points	3	4	—	(6)	3	1
Interest rates - decrease by 100 basis points	(2)	(5)	—	8	(4)	(1)

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	184

Notes to the consolidated financial statements continued

Credit risk

Credit risk refers to the risk that a counterparty will default on

its contractual obligations resulting in financial loss to Nokia.

Credit risk arises from credit exposures to customers, including

outstanding receivables, financial guarantees and committed

transactions, as well as financial institutions, including bank

and cash, fixed income and money market investments,

and derivative financial instruments. Credit risk is managed

separately for business-related and financial credit exposures.

Financial instruments contain an element of risk resulting from

changes in the market price due to counterparties becoming

less creditworthy or risk of loss due to counterparties being

unable to meet their obligations. Financial credit risk is

measured and monitored centrally by Treasury. Financial

credit risk is managed actively by limiting counterparties to

a sufficient number of major banks and financial institutions,

and by monitoring the creditworthiness and the size of

exposures continuously. Additionally, Nokia enters into netting

arrangements with all major counterparties, which give the

right to offset in the event that the counterparty would not

be able to fulfill its obligations. Nokia enters into collateral

agreements with most counterparties, which require

counterparties to post collateral against derivative receivables.

Investment decisions are based on strict creditworthiness and

maturity criteria as defined in the Treasury-related policies and

procedures. As a result of this investment policy approach and

active management of outstanding investment exposures,

Nokia has not been subject to any material credit losses in its

financial investments in the years presented. Due to the high

credit quality of Nokia’s financial investments, the expected

credit loss for these investments is deemed insignificant based

on 12 months’ expected credit losses at 31 December 2024.

For information on expected credit losses for customer-related

balances, refer to Note 4.5. Trade receivables and other

customer-related balances.

Nokia has restricted bank deposits primarily related to

employee benefits of EUR 114 million (EUR 119 million in 2023)

that are presented in other non-current financial assets.

Nokia has assessed the counterparty credit risk for these

financial assets and concluded that expected credit losses

are not significant.

Outstanding non-current and current interest-bearing financial investments, cash equivalents and cash classified by credit rating grades ranked in line with S&P Global Ratings categories at 31 December:
		Cash equivalents and interest-bearing financial investments
m	Cash	Due within 3<br><br>months	Due between 3<br><br>and 12 months	Due between 1<br><br>and 3 years	Due between 3<br><br>and 5 years	Due beyond 5<br><br>years	Total(2)(3)
2024	—	1 496	—	8	—	—	1 504
	720	727	12	27	6	—	1 492
	2 004	2 346	380	241	157	102	5 230
	48	244	15	63	26	—	396
	117	2	—	—	—	—	119
Total	2 889	4 815	407	339	189	102	8 741
2023	—	1 443	25	—	—	—	1 468
	1 042	149	74	—	8	—	1 273
	2 183	1 340	301	255	245	23	4 347
	456	242	134	230	227	—	1 289
	133	4	—	—	—	—	137
Total	3 814	3 178	534	485	480	23	8 514
(1)Bank Parent Company ratings are used here for bank groups. Actual bank subsidiary ratings may differ from the Bank Parent Company rating.(2)Non-current and current interest-bearing financial investments and cash equivalents include bank deposits, structured deposits, investments in money market funds and investments in fixed income instruments.(3)Instruments that include a call feature have been presented at their final maturities. Instruments that are contractually due beyond three months include 306 million ( 332 million in 2023) of instruments that have a call period of less than three months.

All values are in Euros.

The following table sets out financial assets and liabilities subject to offsetting under enforceable master netting agreements<br><br>and similar arrangements at 31 December. To reconcile the items presented to the statement of financial position, items that<br><br>are not subject to offsetting would need to be included, refer to Note 5.3. Derivative and firm commitment assets and liabilities.
		Related amounts not set off in the statement of financial position
EURm	Net amounts of financial assets/<br><br>(liabilities) presented in the<br><br>statement of financial position	Financial instruments<br><br>assets/(liabilities)	Cash collateral<br><br>(received)/pledged	Net amount
2024
Derivative assets	178	(143)	(33)	2
Derivative liabilities	(296)	143	147	(6)
Total	(118)	—	114	(4)
2023
Derivative assets	131	(115)	(15)	1
Derivative liabilities	(285)	115	164	(6)
Total	(154)	—	149	(5)		The financial instruments subject to enforceable master netting agreements and similar arrangements are not offset in the<br><br>statement of financial position as there is no intention to settle net or realize the asset and settle the liability simultaneously.
---

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	185

Notes to the consolidated financial statements continued

Liquidity risk

Liquidity risk is defined as financial distress or extraordinarily

high financing costs arising from a shortage of liquid funds in

a situation where outstanding debt needs to be refinanced

or where business conditions unexpectedly deteriorate and

require financing. Transactional liquidity risk is defined as

the risk of executing a financial transaction below fair market

value or not being able to execute the transaction at all

within a specific period of time. The objective of liquidity risk

management is to maintain sufficient liquidity, and to ensure

that it is readily available without endangering its value in order

to avoid uncertainty related to financial distress at all times.

Nokia aims to secure sufficient liquidity at all times through

efficient cash management and by investing primarily in highly

liquid money market investments. Depending on its overall

liquidity position, Nokia may pre-finance or refinance upcoming

debt maturities before contractual maturity dates. The

transactional liquidity risk is minimized by entering into

transactions where proper two-way quotes can be obtained

from the market. Nokia aims to ensure flexibility in funding

by maintaining committed and uncommitted credit lines.

Nokia's trade payables include balances payable to suppliers

under reverse factoring arrangements with financial

institutions. These balances are classified as trade payables

since the payments are made to the banks on very similar

terms as to suppliers. Possible extensions to payment terms

beyond the due dates agreed with suppliers are insignificant

and there are no special guarantees securing the payments to

be made. These arrangements do not result in a significant

liquidity risk given the limited amount of liabilities subject to

supplier finance arrangements and Nokia's access to other

sources of finance.

Liabilities under supplier finance arrangements at 31 December:

Carrying amount of liabilities (EURm)	2024
Presented within trade and other payables	564
Of which suppliers have received payment	250
Range of payment due dates after invoice date (days)	2024
Liabilities that are part of the arrangements	60-90
Comparable trade payables that are not part of an<br><br>arrangement	30-120
Nokia’s significant credit facilities and funding programs at 31 December:
---	---	---	---	---
			Utilized (million)
Committed/uncommitted	Currency	Nominal (million)	2024	2023
Committed	EUR	1 412	—	—
Committed	EUR	250	100	—
Uncommitted	EUR	750	—	—
Uncommitted	EUR	1 500	—	—
Uncommitted	EUR	5 000	1 922	2 300
Total			2 022	2 300
(1)The facility has its maturity in June 2026.(2)The availability period of the remaining loan facility of 150 million ends in April 2025.(3)All euro-denominated bonds have been issued under the Euro Medium Term Note Programme.

All values are in Euros.

| Certain changes in financial liabilities do not have a direct impact on Nokia’s liquidity position. A disaggregation of cash and non-<br><br>cash changes in lease liabilities, interest-bearing liabilities and associated derivatives arising from financing activities has been<br><br>presented in the table below. | | --- || EURm | Long-term<br><br>interest-bearing<br><br>liabilities | Short-term<br><br>interest-bearing<br><br>liabilities | Derivatives held<br><br>to hedge long-<br><br>term<br><br>borrowings(1) | Lease liabilities(2) | Total | | --- | --- | --- | --- | --- | --- | | 1 January 2024 | 3 637 | 554 | 174 | 997 | 5 362 | | Cash flows | (361) | (6) | — | (225) | (592) | | Non-cash changes: | | | | | | | Changes in foreign exchange rates | 64 | 2 | (49) | 15 | 32 | | Changes in fair value | (5) | — | (37) | — | (42) | | Reclassification between long-term and short-term | (417) | 417 | — | — | — | | Liabilities associated with assets held for sale | — | — | — | (30) | (30) | | Additions(3) | — | — | — | 117 | 117 | | Other | — | 2 | — | (11) | (9) | | 31 December 2024 | 2 918 | 969 | 88 | 863 | 4 838 | | 1 January 2023 | 4 249 | 228 | 246 | 1 042 | 5 765 | | Cash flows | (283) | (40) | (19) | (239) | (581) | | Non-cash changes: | | | | | | | Changes in foreign exchange rates | (34) | (3) | 25 | (12) | (24) | | Changes in fair value | 83 | — | (79) | — | 4 | | Reclassification between long-term and short-term | (374) | 374 | — | — | — | | Additions(3) | — | — | — | 206 | 206 | | Other | (4) | (5) | 1 | — | (8) | | 31 December 2023 | 3 637 | 554 | 174 | 997 | 5 362 | | (1)Includes derivatives designated in fair value and cash flow hedge accounting relationships as well as derivatives not designated in hedge accounting relationship but hedging<br><br>identifiable long-term borrowing exposure.<br><br>(2)Includes non-current and current lease liabilities. In 2024. cash flows exclude Submarine Networks’ cash flows after it was classified as held for sale and a discontinued<br><br>operation.<br><br>(3)Includes new lease contracts as well as modifications and remeasurements of existing lease contracts. | | | | | |

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	186

Notes to the consolidated financial statements continued

The following table presents an undiscounted, contractual cash flow analysis for lease liabilities, financial liabilities and financial assets presented on the statement of financial position as well as

loan commitments given and obtained. The line-by-line analysis does not directly reconcile with the statement of financial position.

						2023
						Due
m	between 3 and<br><br>12 months	between 1<br><br>and 3 years	between 3<br><br>and 5 years	beyond 5<br><br>years	Total	within 3<br><br>months	between 3 and<br><br>12 months	between 1<br><br>and 3 years	between 3<br><br>and 5 years	beyond 5<br><br>years	Total
Non-current financial assets
Non-current interest-bearing financial investments	5	359	129	—	496	—	—	394	385	—	779
Other non-current financial assets(1)	—	57	8	48	113	—	—	60	8	46	114
Current financial assets
Other current financial assets excluding derivatives(1)	99	—	—	—	417	216	31	—	—	—	247
Current interest-bearing financial investments(2)	279	—	—	—	1 669	998	595	—	—	—	1 593
Cash and cash equivalents(2)	114	80	83	25	6 653	6 017	52	30	138	26	6 263
Cash flows related to derivative financial assets net settled:
Derivative contracts – receipts	3	(1)	(1)	4	(1)	(7)	(2)	(11)	(12)	(10)	(42)
Cash flows related to derivative financial assets gross settled:
Derivative contracts – receipts	2 471	1 081	114	—	9 158	8 407	1 582	358	6	—	10 353
Derivative contracts – payments	(2 416)	(1 017)	(106)	—	(8 967)	(8 349)	(1 560)	(353)	(6)	—	(10 268)
Trade receivables	933	39	—	—	5 501	3 834	1 316	184	—	—	5 334
Non-current financial and lease liabilities
Long-term interest-bearing liabilities	(103)	(1 345)	(926)	(1 441)	(3 836)	(33)	(115)	(1 766)	(1 200)	(1 528)	(4 642)
Long-term lease liabilities	—	(294)	(172)	(266)	(732)	—	—	(353)	(199)	(304)	(856)
Other non-current financial liabilities	—	(23)	(10)	—	(45)	—	—	(11)	(11)	(11)	(33)
Current financial and lease liabilities
Short-term interest-bearing liabilities	(386)	—	—	—	(989)	(473)	(98)	—	—	—	(571)
Short-term lease liabilities	(175)	—	—	—	(239)	(44)	(179)	—	—	—	(223)
Other financial liabilities excluding derivatives(3)	(2)	—	—	—	(492)	(458)	(24)	—	—	—	(482)
Cash flows related to derivative financial liabilities net settled:
Derivative contracts – payments	(14)	(10)	3	—	(23)	(4)	(29)	(41)	(12)	—	(86)
Cash flows related to derivative financial liabilities gross settled:
Derivative contracts – receipts	1 400	965	160	784	8 826	6 475	1 322	735	541	767	9 840
Derivative contracts – payments	(1 458)	(1 013)	(174)	(777)	(9 057)	(6 553)	(1 353)	(806)	(551)	(858)	(10 121)
Discounts without performance obligations	(149)	(6)	(3)	—	(380)	(151)	(212)	(40)	(1)	—	(404)
Trade payables	(126)	(25)	(12)	(1)	(3 213)	(3 154)	(204)	(64)	—	(1)	(3 423)
Commitments given and obtained
Loan commitments given undrawn(4)	(6)	—	—	—	(11)	(1)	(4)	—	—	—	(5)
Loan commitments obtained undrawn(5)	148	1 410	—	—	1 557	(1)	86	1 408	—	—	1 493
Venture fund commitments undrawn(6)	—	—	—	—	306	381	—	—	—	—	381
(1)Other non-current financial assets and other current financial assets excluding derivatives mainly include financial receivables from customers and suppliers.(2)Instruments that include a call feature have been presented at their final maturities. Instruments that are contractually due beyond three months include 306 million ( 332 million in 2023) of instruments that have a call period of less than three months.(3)Other financial liabilities excluding derivatives include a conditional obligation to China Huaxin presented in the earliest period as the exercise period is open.(4)Loan commitments given undrawn have been included in the earliest period in which they could be drawn or called.(5)Loan commitments obtained undrawn have been included based on the period in which they expire. These amounts include related commitment fees.(6)The timing of draw downs for these commitments are dependent on investment decisions of various venture funds and these are typically spread over a time period of several years. For further information on venture fund commitments, refer to Note 6.1. Commitments, contingencies and legal proceedings.

All values are in Euros.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	187

Notes to the consolidated financial statements continued

Section 6

Other

information

This section contains information on

Nokia’s off-balance sheet commitments

and contingencies, Group structure and related

party transactions, as well as post reporting

date events.

6.1. Commitments, contingencies and legal

proceedings

Contractual obligations

EURm	Within 1 year	1-5 years	More than 5<br><br>years
2024
Purchase obligations	2 538	697	3
Lease commitments(1)	9	86	573
2023
Purchase obligations	3 630	767	14
Lease commitments(1)	—	54	570

(1)Relates to lease contracts that had not yet commenced as at the reporting date.

At 31 December 2024, Nokia has potential undiscounted future

lease payments of EUR 812 million (EUR 838 million in 2023)

relating to extension options not expected to be exercised and

EUR 58 million (EUR 33 million in 2023) relating to termination

options expected to be exercised that are not included in the

lease liability.

Guarantees and financing commitments

The contingent liabilities in the table below represent the

maximum principal amount of guarantees and financing

commitments, and do not reflect management’s expected

outcomes.

EURm	2024	2023
Guarantees on behalf of Group companies
Guarantees issued by financial institutions
Commercial guarantees(1)	964	1 477
Non-commercial guarantees	498	615
Corporate guarantees(2)
Commercial guarantees(1)	263	325
Non-commercial guarantees	33	35
Financing commitments
Customer finance commitments(3)	11	5
Venture fund commitments(4)	306	381

(1)Commercial guarantees are guarantees that are issued in the normal course of

business to Nokia’s customers for the performance of Nokia’s obligations under

supply agreements; these include tender bonds, performance bonds and warranty

bonds.

(2)Corporate guarantees are guarantees with a primary obligation that are issued to

Nokia’s customers and other third parties.

(3)Customer finance commitments are available under customer loan facilities.

Availability of the facility depends on the borrower’s continuing compliance with the

agreed financial and operational covenants, and other administrative terms of the

facility. The loan facilities are primarily available to fund purchases of network

infrastructure equipment and services. Refer to Note 4.5. Trade receivables and

other customer-related balances.

(4)As a limited partner in NGP Capital and certain other funds making technology-

related investments, Nokia is committed to capital contributions and entitled to

cash distributions according to the respective partnership agreements and

underlying fund activities.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	188

Notes to the consolidated financial statements continued

Legal matters

Accounting policies

Nokia discloses ongoing legal matters that relate to possible obligations whose existence

will be confirmed by the occurrence or non-occurrence of one or more uncertain future

events not wholly within the control of Nokia. These matters are assessed continually to

determine whether an outflow of resources embodying economic benefits has become

probable so as to recognize a provision.

Nokia is and will likely continue to be subject to various legal proceedings that arise from time

to time, including proceedings related to intellectual property, antitrust, commercial disputes,

product liability, environmental issues, tax, health and safety, employment and wrongful

discharge, sales and marketing practices, international trade, securities, privacy matters and

compliance. While management does not expect any of the legal proceedings it is currently

aware of to have a material adverse effect on Nokia’s financial position, litigation is inherently

unpredictable, and Nokia may in the future receive judgments or enter into settlements that

could have a material adverse effect on its results or cash flows.

Litigation and proceedings

Mass labor litigation in Brazil

Nokia is defending against a number of labor claims in various Brazilian labor courts. Plaintiffs are

former employees whose contracts were terminated after Nokia exited from certain managed

services contracts. The claims mainly relate to payments made under, or in connection with,

the terminated labor contracts. Nokia has closed the majority of the court cases through

settlement or judgment.

Asbestos litigation in the United States

Nokia is defending approximately 300 asbestos-related matters, at various stages of litigation.

The claims are based on premises liability, products liability, and contractor liability. The claims

also involve plaintiffs allegedly diagnosed with various diseases, including but not limited to

asbestosis, lung cancer, and mesothelioma.

Intellectual property rights litigation

Amazon

In 2023, Nokia commenced patent infringement proceedings against Amazon in several

countries. The patents in suit cover video-related technologies implemented in Amazon’s

services and devices. Amazon filed patent infringement proceedings in relation to its patents

against Nokia in the US and counterclaims to Nokia’s actions, including a UK rate setting action.

Amazon’s appeals against the preliminary injunction awarded to Nokia in a regional court in Brazil

were denied. In September 2024, a regional court in Germany ruled that Amazon was infringing

one of Nokia’s patents and issued an injunction.

Litigations concluded during the year

During 2024, Nokia has concluded separate multi-year patent license agreements with OPPO,

vivo, Verifone and HP, thereby resolving all pending patent litigations between the parties in all

jurisdictions. In addition, in 2024, Continental withdrew the breach of contract and FRAND (fair,

reasonable and non-discriminatory terms) -related claims it had brought against Nokia, thus

ending the on-going dispute between the parties.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	189

Notes to the consolidated financial statements continued

6.2. Principal Group companies

Principal Group companies at 31 December 2024:

Company name	Country of incorporation	Parent holding %	Group ownership<br><br>interest %
Nokia Solutions and Networks Oy	Finland	100.0	100.0
Nokia of America Corporation	United States	—	100.0
Nokia Solutions and Networks B.V.	Netherlands	—	100.0
Nokia Technologies Oy	Finland	100.0	100.0
Nokia Participations	France	—	100.0
Alcatel Lucent	France	—	100.0
Nokia Networks France	France	—	100.0
Nokia Solutions and Networks India Private Limited	India	—	100.0
Nokia Shanghai Bell Co., Ltd.(1)	China	—	50.0
Nokia Solutions and Networks Japan G.K.	Japan	—	100.0
Nokia Solutions and Networks Branch Operations Oy	Finland	—	100.0
Nokia Arabia Limited	Saudi Arabia	—	100.0
Nokia Solutions and Networks do Brasil Telecomunicações Ltda.	Brazil	—	100.0
Nokia Solutions and Networks Taiwan Co., Ltd.	Taiwan	—	100.0
Nokia Spain, S.A.	Spain	—	100.0
Nokia UK Limited	United Kingdom	—	100.0
Nokia Canada Inc.	Canada	—	100.0
Nokia Solutions and Networks Italia S.p.A.	Italy	—	100.0
Nokia Solutions and Networks Australia Pty Ltd	Australia	—	100.0
(1)Nokia Group owns 50% plus 1 share of Nokia Shanghai Bell Co., Ltd. with China Huaxin, an entity controlled by the Chinese government, holding the remaining ownership<br><br>interests. Nokia Shanghai Bell Co., Ltd. is the parent company of the Nokia Shanghai Bell Group (NSB Group). Refer to Note 6.3. Significant partly-owned subsidiaries.

Nokia Annual Report on Form 20-F 2024

Business<br><br>overview	Corporate<br><br>governance	Operating and financial<br><br>review and prospects	General facts<br><br>on Nokia	Financial<br><br>statements	Other<br><br>information	190

Notes to the consolidated financial statements continued

6.3. Significant partly-owned subsidiaries

Nokia holds an ownership interest of 50% plus one share in Nokia Shanghai Bell’s parent

company, Nokia Shanghai Bell Co., Ltd. (NSB), with China Huaxin Post & Telecommunication

Economy Development Center (China Huaxin) holding the remaining ownership interests. Nokia

applied judgment to conclude that it is able to control NSB based on an assessment of various

factors including the ability to nominate key management personnel, decision-making related

to the management of NSB operations and Nokia’s exposure to variable returns from NSB.

In 2017, Nokia entered into a contractual arrangement providing China Huaxin with the right to

fully transfer its ownership interest in NSB to Nokia and Nokia with the right to purchase China

Huaxin’s ownership interest in NSB in exchange for a future cash settlement. To reflect this,

Nokia derecognized the non-controlling interest balance related to NSB and recognized a

financial liability based on the estimated future cash settlement to acquire China Huaxin’s

ownership interest.

In 2024, Nokia and China Huaxin have been together reviewing the future ownership structure of

NSB. Following those discussions, Nokia exercised its call option, outlined in NSB’s shareholders'

agreement, to initiate the process to become the sole shareholder by purchasing China Huaxin's

approximately 50% share in NSB. The execution of the call option is subject to completing

required steps under NSB's shareholders' agreement.

The measurement of the financial liability is complex as it involves estimation of the expected

future cash settlement and the distribution of excess cash balances. In 2024, Nokia recognized

a EUR 5 million loss (EUR 2 million loss in 2023) in financial income and expenses to reflect a

change in the estimated future cash settlement. At 31 December 2024, the expected future

cash settlement amounted to EUR 487 million (EUR 455 million in 2023).

Financial information for the Nokia Shanghai Bell Group

Financial information below is presented after elimination of intercompany transactions between

entities within the Nokia Shanghai Bell Group but before elimination of intercompany

transactions with the rest of the Nokia Group.

EURm	2024	2023
Summarized income statement
Net sales(1)	760	979
Operating profit/(loss)	46	(6)
Profit/(loss) for the year	11	(26)
Profit/(loss) for the year attributable to:
Equity holders of the parent	11	(26)
Non-controlling interests(2)	—	—
Summarized statement of financial position
Non-current assets	353	400
Non-current liabilities	(59)	(100)
Non-current net assets	294	300
Current assets(3)	1 622	1 642
Current liabilities	(854)	(900)
Current net assets	768	742
Net assets(4)	1 062	1 042
Non-controlling interests(2)	—	—
Summarized statement of cash flows
Net cash flows from operating activities	204	51
Net cash flows (used in)/from investing activities	(2)	2
Net cash flows used in financing activities	(85)	(41)
Translation differences	26	(38)
Net increase/(decrease) in cash and cash equivalents	143	(26)

(1)Includes EUR 11 million (EUR 19 million in 2023) net sales to other Nokia Group entities.

(2)Based on the contractual arrangement with China Huaxin, Nokia does not recognize any non-controlling interest in NSB.

(3)Includes a total of EUR 843 million (EUR 700 million in 2023) of cash and cash equivalents.

(4)The distribution of the profits of NSB requires the passing of a special resolution by more than two-thirds of its shareholders,

subject to a requirement that at least 50% of the after-tax distributable profits are distributed as dividends each year.

Nokia Annual Report on Form 20-F 2024

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Notes to the consolidated financial statements continued

6.4. Related party transactions

Nokia has related party transactions with its subsidiaries, associated companies, joint ventures

and pension funds as well as the management and the Board of Directors. Transactions and

balances between group companies are eliminated on consolidation. For more information on

principles of consolidation and principal Group companies, refer to Note 1.2. General accounting

policies, and Note 6.2. Principal Group companies, respectively.

Transactions and balances with associated companies and joint ventures

EURm	2024	2023	2022
Sales	36	46	74
Purchases	(147)	(141)	(127)
Trade and other receivables	73	18	36
Trade and other payables	(35)	(31)	(26)

Investments in associated companies and joint ventures are individually immaterial. The

aggregate carrying amount for the investments in associated companies and joint venture was

EUR 124 million in 2024 (EUR 88 million in 2023).

On December 2024, Nokia completed the sale of Alcatel Submarine Networks (ASN) to the

French State. Nokia retained a 20% shareholding with board representation to ensure a smooth

transition until targeted exit, at which point it is planned for the French State to acquire Nokia’s

remaining interest. The retained interest is accounted for as an investment in an associate.

Refer to Note 2.6. Discontinued operations for more information on disposal of the Submarine

Networks business.

Nokia holds a 51% ownership interest in TD Tech Holding Limited (“TD Tech HK”), a Hong Kong

based joint venture holding company which Nokia has accounted for as an investment in

associated companies and joint ventures. In 2024, TD Tech HK completed the divestment

of the entire business of the joint venture through the sale of its operating subsidiaries to a

consortium consisting of Huawei Technologies, Chengdu High-tech Investment Group and other

buyers. Following the divestment, Nokia is in the process of exiting from its shareholding in

the parent company TD Tech HK. Nokia considered the transactions as a sale of associated

companies and joint ventures, recorded a gain of EUR 191 million related to the sale and

received a cash consideration of EUR 248 million from the sale in 2024.

In 2016, Nokia entered into a strategic agreement with HMD Global Oy (HMD) granting HMD an

exclusive global license to create Nokia branded mobile phones and tablets for 10 years. Under

the agreement, Nokia receives royalty payments from HMD for sales of Nokia branded mobile

phones and tablets, covering both brand and patent licensing. In August 2023, Nokia and HMD

amended the licensing agreement so that HMD’s exclusive license to create Nokia branded

devices will expire by March 2026. Nokia has held an ownership interest in HMD since 2020

which it has accounted for as an investment in associate. In 2023, Nokia recorded an impairment

loss of EUR 28 million related to its investment in HMD in the share of result of associates and

joint ventures.

Transactions with pension funds

Nokia has borrowings of EUR 35 million (EUR 37 million in 2023) from Nokia’s German pension

fund, a separate legal entity. The indefinite loan bears 6% annual interest and can be terminated

by either party with a 90-day notice. The loan is included in short-term interest-bearing liabilities

in the statement of financial position. For more information on Nokia’s post-employment benefit

plans, refer to Note 3.4. Pensions and other post-employment benefits.

Transactions with the Group Leadership Team and the Board of Directors

No loans were granted to the members of the Group Leadership Team and the Board of

Directors in 2024, 2023 or 2022. For information on remuneration of Nokia’s key management

personnel, refer to Note 3.2. Remuneration of key management.

6.5. Subsequent events

Non-adjusting events after the reporting period

Change of President and CEO

On 10 February 2025, Nokia announced its President and CEO, Pekka Lundmark, will step down

effective 31 March 2025. The Board of Directors has appointed Justin Hotard as the next

President and CEO. He will start in his new role on 1 April 2025. Mr. Lundmark will stay on as an

advisor to Mr. Hotard until the end of the year to ensure a smooth transition.

Mr. Hotard joins Nokia with more than 25 years of experience with global technology companies,

driving innovation and technology leadership as well as delivering revenue growth. He currently

leads the Data Center & AI Group at Intel. Prior to this role, he held several leadership roles at

large technology companies, including Hewlett Packard Enterprise and NCR Corporation.

Infinera acquisition

On 28 February 2025, Nokia completed the acquisition of Infinera Corporation (Infinera),

pursuant to the definitive agreement announced on 27 June 2024. Infinera, the San Jose

based global supplier of innovative open optical networking solutions and advanced optical

semiconductors, has become part of the Nokia group effective as of the closing with Nokia

holding 100% of its equity and voting rights. The acquisition will significantly improve Nokia’s

scale and profitability in optical networks, and accelerate Nokia’s growth strategy in data centers

and strengthen its presence both in North America and with webscale customers.

The aggregated consideration transferred of EUR 1.7 billion is a combination of cash of EUR

1.1 billion and Nokia shares in the form of American Depository Shares of EUR 0.6 billion,

corresponding to 127 434 986 shares. Additionally, the acquisition resulted in a make whole

conversion for Infinera’s convertible senior notes in line with relevant bond indentures. Following

the ongoing conversion and subsequent observation period for Nokia stock price, any

surrendered notes are expected to be settled in cash during the second quarter of 2025.

Nokia will report the acquired business as part of its Network Infrastructure segment. The

acquisition will be accounted for as a business combination using the acquisition method. Nokia

is currently in the process of determining the initial purchase accounting for this transaction.

Considering the timing of the acquisition and the issuance of consolidated financial statements

for the year ended 31 December 2024, Nokia determined it to be impracticable to disclose a

preliminary purchase price allocation at this time.

Nokia Annual Report on Form 20-F 2024

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Reports of independent registered public accounting firm

Report of independent registered public

accounting firm

To the shareholders and the Board of Directors of Nokia

Corporation.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of

financial position of Nokia Corporation and subsidiaries (the

"Company") as of December 31, 2024 and 2023, and the

related consolidated income statements, consolidated

statements of comprehensive income, consolidated

statements of changes in shareholders’ equity and

consolidated statements of cash flows for each of the three

years in the period ended December 31, 2024, and the related

notes (collectively referred to as the "financial statements"). In

our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of

December 31, 2024 and 2023, and the results of its operations

and its cash flows for each of the three years in the period

ended December 31, 2024, in conformity with IFRS Accounting

Standards as issued by the International Accounting Standards

Board (IASB) and as adopted by the European Union.

We have also audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United States)

(PCAOB), the Company's internal control over financial

reporting as of December 31, 2024, based on criteria

established in Internal Control — Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the

Treadway Commission and our report dated March 13, 2025,

expressed an unqualified opinion on the Company's internal

control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the

Company's management. Our responsibility is to express an

opinion on the Company's financial statements based on our

audits. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to the

Company in accordance with the U.S. federal securities laws

and the applicable rules and regulations of the Securities and

Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of

the PCAOB. Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement,

whether due to error or fraud. Our audits included performing

procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and

performing procedures that respond to those risks. Such

procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial

statements. Our audits also included evaluating the accounting

principles used and significant estimates made by

management, as well as evaluating the overall presentation of

the financial statements. We believe that our audits provide a

reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters

arising from the current-period audit of the financial

statements that were communicated or required to be

communicated to the audit committee and that (1) relate to

accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging,

subjective, or complex judgments. The communication of

critical audit matters does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by

communicating the critical audit matters below, providing

separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

Revenue recognition - Accounting for significant and

complex contracts — Refer to Note 2.1 to the

financial statements

Critical Audit Matter Description

The Company recognises revenue in accordance with

International Financial Reporting Standard 15 Revenue from

Contracts with Customers. Certain contracts that the Company

enters into are particularly significant in value and contain

highly complex terms and conditions which impact revenue

recognition. Such complexities include the determination of the

standalone selling price, combination of contracts

assessments, accounting for contractual discounts, subsequent

modifications and promised goods or services not yet

transferred at the date of such modification, or other factors

occurring during the contract period that may impact revenue

recognition.

Given the level of complexity and management judgement

involved in the accounting for significant and complex

contracts, performing audit procedures to evaluate the

reasonableness of these accounting judgements required a

high degree of auditor judgement, and there was significant

audit effort in obtaining sufficient audit evidence.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the determination of the

appropriateness of the accounting for significant and complex

contracts included the following, among others:

■We assessed management’s accounting policy in relation to

the areas of complexity identified in all significant and

complex contracts and assessed whether management’s

conclusions, including determination of standalone selling

price, were in compliance with IFRS 15;

■We tested the effectiveness of controls over revenue

recognition of significant and complex contracts, specifically

focusing on controls relating to the areas of accounting

complexity;

■We utilised data analytics to identify contracts that were

significant in value and contained complexities to identify

the relevant testing population;

■We analyzed the terms and conditions of significant and

complex contracts entered into or modified during the

current-period, to identify all performance obligations and

tested the allocation of the transaction price to each

distinct performance obligation.

Nokia Annual Report on Form 20-F 2024

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Reports of independent registered public accounting firm continued

Valuation of Goodwill — Mobile Networks Group of

Cash Generating Units — Refer to Note 4.1 to the

financial statements

Critical Audit Matter Description

Nokia’s evaluation of goodwill for impairment involves the

comparison of the recoverable amount of each applicable cash

generating unit (“CGU”), or group of CGUs, to its carrying value

on at least an annual basis, in line with International Accounting

Standard 36 Impairment of Assets. The total carrying amount

of the goodwill balance is EUR 5,736 million as of 31 December

2024, of which EUR 2,346 million is allocated to Mobile

Networks (“MN”).  We identified the valuation of MN’s goodwill

as a critical audit matter due to recent volatility in the market in

which MN operates as well as significant estimates and

assumptions made by management in the value in use

discounted cash flow calculation related to sales growth and

operating margin.

Management’s discounted cash flow model for the MN group of

CGUs consists of cash flow projections based on financial plans

covering a forecast period of three years, followed by a seven-

year period that reflects management’s expectations of

recovery from the market-driven decrease in sales and market

cyclicality, leading to a steady state cash flow projection

modelled in the terminal year.

Auditing the significant judgements and assumptions

management made to estimate the recoverable amount of MN

required a high degree of auditor judgement and increased

audit effort, including the need to involve our valuation

specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the determination of the

appropriateness of management assumptions in relation to

sales growth and operating margin in the MN cashflows utilised

in impairment testing included the following, among others:

■We tested the effectiveness of the Company’s controls over

goodwill impairment evaluation, specifically focusing on

controls related to the determination of the recoverable

amount, as well as controls over forecasting;

■We held discussions with key members of management to

understand how the Board approved MN forecasts,

including key assumptions around sales growth and

operating margin were derived;

■We utilised our valuation specialists to evaluate the

appropriateness of the valuation methodology and

mathematical accuracy of management’s discounted  cash

flow model as well as reasonableness of other underlying

assumptions including the discount rate and terminal

growth rate;

■We challenged sale growth and operating margin

assumptions by comparing to (1) historical and forecasted

peer company data, (2) historical actual results, and (3) prior

period internal forecasts;

■We read analyst reports to identify supporting or

contradictory information in relation to management’s sales

growth and operating margin assumptions.

/s/ Deloitte Oy

Helsinki, Finland

March 13, 2025

We have served as the Company’s auditor since 2020.

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Reports of independent registered public accounting firm continued

Report of independent registered public

accounting firm

To the shareholders and the Board of Directors of Nokia

Corporation.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of

Nokia Corporation and subsidiaries (the “Company”) as of

December 31, 2024, based on criteria established in Internal

Control — Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway

Commission (COSO). In our opinion, the Company maintained,

in all material respects, effective internal control over financial

reporting as of December 31, 2024, based on criteria

established in Internal Control — Integrated Framework (2013)

issued by COSO.

We have also audited, in accordance with the standards of the

Public Company Accounting Oversight Board (United States)

(PCAOB), the consolidated financial statements as of and for

the year ended 31 December 2024, of the Company and our

report dated March 13, 2025, expressed an unqualified opinion

on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining

effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over

financial reporting, included in the accompanying

Management’s annual report on internal control over financial

reporting. Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on

our audit. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to the

Company in accordance with the U.S. federal securities laws

and the applicable rules and regulations of the Securities and

Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of

the PCAOB. Those standards require that we plan and perform

the audit to obtain reasonable assurance about whether

effective internal control over financial reporting was

maintained in all material respects. Our audit included

obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists,

testing and evaluating the design and operating effectiveness

of internal control based on the assessed risk, and performing

such other procedures as we considered necessary in the

circumstances. We believe that our audit provides a reasonable

basis for our opinion.

Definition and Limitations of Internal Control over

Financial Reporting

A company’s internal control over financial reporting is a

process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal

control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that,

in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2)

provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made

only in accordance with authorizations of management and

directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of the company’s

assets that could have a material effect on the financial

statements.

Because of its inherent limitations, internal control over

financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the

degree of compliance with the policies or procedures may

deteriorate.

/s/ Deloitte Oy

Helsinki, Finland

March 13, 2025

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Other

information

Exhibits	196
Glossary	197
Investor information	200
Signatures	201

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Exhibits

Exhibits

1	Articles of Association of Nokia Corporation (English Translation of the Finnish original).
8	Refer to Note 6.2. Principal Group companies, in our consolidated financial statements<br><br>for more information on our significant subsidiaries.
11.1	Code of Ethics.
11.2	Insider Trading Policy.
12.1	Certification of Pekka Lundmark, President and Chief Executive Officer of Nokia<br><br>Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2	Certification of Marco Wirén, Group Chief Financial Officer of Nokia Corporation,<br><br>pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13	Certification, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906<br><br>of the Sarbanes-Oxley Act of 2002.
15.1	Consent of Deloitte Oy.
97.1	Executive Officer Clawback Policy (incorporated by reference to Exhibit 97.1 of our<br><br>Annual Report on Form 20-F filed with the Securities and Exchange Commission on 29<br><br>February 2024 (File No. 001-13202)).
101	Interactive Data Files (Inline XBRL – Related Documents).
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit<br><br>101).

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Glossary

Glossary

2G (Second Generation Mobile Communications): Also known

as GSM (Global System for Mobile Communications): A digital

system for mobile communications that is based on a widely-

accepted standard and typically operates in the 900 MHz,

1800 MHz and 1900 MHz frequency bands.

3G (Third Generation Mobile Communications): The third

generation of mobile communications standards designed for

carrying both voice and data generally using WCDMA or close

variants. See also WCDMA.

3GPP (The Third Generation Partnership Project):

A consortium comprising several standards organizations which

develop protocols for mobile telecommunications. The initial

goal was to develop a global technical specification for a 3G

mobile phone system. Since then, the operations have been

extended and today the main focus is on 5G networks.

4G (Fourth Generation Mobile Communications): The fourth

generation of mobile communications standards based on LTE,

offering IP data connections only and providing true broadband

internet access for mobile devices. See also LTE.

5G (Fifth Generation Mobile Communications): The next

major phase of mobile telecommunications standards. 5G is a

complete redesign of network architecture with the flexibility

and agility to support upcoming service opportunities. It

delivers higher speeds, higher capacity, extremely low latency

and greater reliability.

6G (Sixth Generation Mobile Communications): The cellular

industry introduces a new generation about every ten years.

The next generation of technology is expected to be

introduced by 2030 and is generally referred to as 6G.

Access network: A telecommunications network between

a local exchange and the subscriber station.

AirScale Radio Access: A 5G-ready complete radio access

generation that helps operators address the increasing

demands of today and tomorrow. The solution comprises:

Nokia AirScale Base Station with multiband radio frequency

elements and system modules; Nokia AirScale Active Antennas;

Cloud RAN with Nokia AirScale Cloud Base Station Server and

the cloud-based AirScale RNC (Radio Network Controller) for

3G; Nokia AirScale Wi-Fi; common software; and services which

use intelligent analytics and extreme automation to maximize

the performance of hybrid networks.

Alcatel-Lucent: Alcatel-Lucent Group, that has been part of

the Nokia Group since 2016.

Artificial Intelligence (AI): Autonomous and adaptive

intelligence of machines, where machines have the ability to

perform tasks in complex environments without constant

guidance by a user and have the ability to improve

performance by learning from experience.

Bandwidth: The width of a communication channel, which

affects transmission speeds over that channel.

Base station: A network element in a mobile network

responsible for radio transmission and reception to or from

the mobile station.

Broadband: The delivery of higher bandwidth by using

transmission channels capable of supporting data rates

greater than the primary rate of 9.6 Kbps.

Churn: A measure of the number of customers or subscribers

who leave their service provider, e.g., a mobile operator,

during a given time period.

Cloud: Cloud computing is a model for enabling ubiquitous,

convenient, on-demand network access to a shared pool of

configurable computing resources (e.g., networks, servers,

storage, applications and services) that can be rapidly

provisioned and released with minimal management effort.

Cloud and Network Services: Our Cloud and Network Services

business group enables CSPs and enterprises to deploy

and monetize 5G, cloud-native software and as-a-Service

delivery models.

Cloud RAN: Cloud RAN refers to all or some of the baseband

functions being run on a commercial off-the-shelf (COTS)

computing platform rather than purpose-built hardware.

Convergence: The coming together of two or more disparate

disciplines or technologies. Convergence types are, for

example, IP convergence, fixed-mobile convergence and

device convergence.

Core network: A combination of exchanges and the basic

transmission equipment that together form the basis for

network services.

CSPs: Communications service providers. One of Nokia’s

customer segments.

Digital: A signaling technique in which a signal is encoded into

digits for transmission.

Discontinued operations: Submarine Networks business,

which was previously reported as part of Network Infrastructure

operating segment, was sold in 2024 and is presented as a

discontinued operation.

Drones-as-a-Service (DaaS): A service model where drones are

provided on-demand or via subscription, including all necessary

components (e.g., drones, docking stations, control stations

and software). The model is used for tasks like emergency

response, infrastructure inspection, and surveillance, with

drones operated remotely or autonomously, including Beyond

Visual Line of Sight (BVLOS) operations.

Ecosystem: An industry term to describe the increasingly

large communities of mutually beneficial partnerships that

participants such as hardware manufacturers, software

providers, developers, publishers, entertainment providers,

advertisers and ecommerce specialists form in order to bring

their offerings to market. At the heart of the major ecosystems

in the mobile devices and related services industry is the

operating system and the development platform upon which

services are built.

Enterprise verticals: One of Nokia’s customer segments. An

enterprise vertical represents a grouping of companies by an

industry (like energy or transportation) that offers products

and services that meet specific needs of that industry. Within

the enterprise verticals segments, we primarily focus on

transportation, energy, manufacturing, logistics and the

public sector.

ETSI (European Telecommunications Standards Institute):

Standards produced by the ETSI contain technical

specifications laying down the characteristics required for a

telecommunications product.

Event-Driven Automation platform (EDA): A modern

infrastructure automation platform that combines speed

with reliability and simplicity. It makes data center network

automation more trustable and easier to use, from small edge

clouds to the largest AI fabrics.

Fixed Wireless Access (FWA): Uses wireless networks to

connect fixed locations such as homes and businesses with

broadband services.

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Glossary continued

Future X: A network architecture – a massively distributed,

cognitive, continuously adaptive, learning and optimizing

network connecting humans, senses, things, systems,

infrastructure and processes.

Greenfield networks: A new network built without any

legacy infrastructure, systems, or constraints from previous

deployments. Without the need for backward compatibility,

it allows for the adoption of the latest technologies

and architectures.

GSM (Global System for Mobile Communications): A digital

system for mobile communications that is based on a widely

accepted standard and typically operates in the 900 MHz,

1800 MHz and 1900 MHz frequency bands. See also 2G.

Hexa-X: European Commission’s flagship 6G initiative for

research into the next generation of wireless networks. The

initiative began in January 2021 with Nokia as project lead,

working closely with a strong consortium of European partners.

Hyperscalers: One of Nokia’s customer segments. Hyperscaler

refers to companies like Alphabet (Google), Amazon (Amazon

Web Services), Microsoft and Meta Platforms (Facebook) that

provide cloud solutions at a global scale leveraging massive

connected data centers.

Industry 4.0 (the fourth industrial revolution): Enables

enterprises, governments and public sector agencies to use

innovative digital technologies, smart automation and

advanced analytics to transform their operating processes.

This blending of technologies creates a convergence of the

physical and digital worlds, enabling an era of massive industry

improvements and positive impacts for societies.

Industry 5.0 (the fifth industrial revolution): Enables

enterprises, governments, and public sector agencies to

modernize their operational processes through the integration

of digital technologies, smart automation, and human-machine

collaboration. This blending of technologies creates a

convergence of human creativity, decision-making, and

machine efficiency, enabling an era of highly personalized and

sustainable manufacturing with a focus on human-centered

improvements and positive impacts for societies.

Infinera: Infinera Corporation, a global supplier of innovative

open optical networking solutions and advanced optical

semiconductors. In 2024, Nokia announced its plans to acquire

the company and the acquisition of Infinera was closed in

February 2025.

Internet of Things (IoT): All things such as cars, the clothes

we wear, household appliances and machines in factories

connected to the internet and able to automatically learn

and organize themselves.

IP (Internet Protocol): A network layer protocol that offers a

connectionless internet work service and forms part of the

(Transmission Control Protocol) TCP/IP protocol.

IP (Intellectual Property): Intellectual property results from

original creative thought, covering items such as patents,

copyright material and trademarks, as well as business models

and plans.

IPR (Intellectual Property Rights): Legal rights protecting the

economic exploitation of intellectual property, a generic term

used to describe products of human intellect, for example

patents, that have an economic value.

IPR licensing: Generally, an agreement or an arrangement

where a company allows another company to use its

intellectual property (such as patents, trademarks or

copyrights) under certain terms.

IVAS codec (Immersive Voice and Audio Services Codec):

An extension of the EVS codec that enables spatial audio in

mobile communication. It features advanced technologies, such

as the metadata-assisted spatial audio (MASA) format, allowing

smartphones and other devices with multiple microphones to

capture spatial audio without specialized equipment. It also

supports head-tracking, enhancing the spatial audio experience

based on the listener's movement.

LTE (Long-Term Evolution): 3GPP radio technology evolution

architecture and a standard for wireless communication of

high-speed data. Also referred to as 4G.

Massive MIMO (Multiple Input Multiple Output) radios:

Advanced technology, which extends the MIMO concept by

using a large array of transmit and receive antennas. Nokia

provides an extensive portfolio of Massive MIMO radios

to deliver high-performance 5G with optimized capacity,

coverage and energy efficiency.

Mission-critical networks/communications: One of the key

elements of 5G. Mission-critical communications meets the

needs of emergency responders such as emergency operations

centers, fire departments, emergency vehicles, police, and

search and rescue services, replacing traditional radio with new

communications capabilities available to smartphone users.

Mobile broadband: Refers to high-speed wireless internet

connections and services designed to be used from multiple

locations.

Mobile Networks: Our Mobile Networks business group offers

products and services for radio access networks covering

technologies from 2G to 5G, and microwave radio links for

transport networks.

Network Infrastructure: Our Network Infrastructure

business group provides fiber, copper, fixed wireless access

technologies, IP routing, data center, subsea and terrestrial

optical networks – along with related services – to customers

including communications service providers, webscales

(including hyperscalers), digital industries and governments.

Nokia Bell Labs: Our research arm engaged in discovering and

developing the technological shifts needed for the next phase

of human existence as well as exploring and solving complex

problems to radically redefine networks.

Nokia Technologies: Our Nokia Technologies business group

is responsible for managing Nokia’s patent portfolio and

monetizing Nokia’s intellectual property, including patents,

technologies and the Nokia brand.

Operating System (OS): Software that controls the basic

operation of a computer or a mobile device, such as managing

the processor and memory. The term is also often used to

refer more generally to the software within a device, for

example, the user interface.

O-RAN: The term O-RAN refers to interfaces and architecture

elements as specified by the O-RAN alliance. O-RAN Alliance is a

specification group defining next-generation RAN infrastructures,

empowered by principles of intelligence and openness.

Platform: Software platform is a term used to refer to an

operating system or programming environment, or a

combination of the two.

PON (Passive Optical Network): A fiber access architecture in

which unpowered fiber optic splitters are used to enable a

single optical fiber to serve multiple endpoints without having

to provide individual fibers between the hub and customer.

Private wireless network: Private wireless is a standalone

network focused on industrial operational assets and users.

A private wireless network provides broadband connectivity,

similar to a public wireless network, but is owned and controlled

by the organization that built or purchased it.

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Glossary continued

RAN (Radio Access Network): A mobile telecommunications

system consisting of radio base stations and transmission

equipment.

SEP (Standard-Essential Patent): Generally, patents needed to

produce products which work on a standard which companies

declare as essential and agree to license on Fair, Reasonable

and Non-Discriminatory (FRAND) terms. Can also be referred to

as essential patent.

Standalone (SA): Network architecture that allows independent

operation of a 5G service without interaction with an existing

4G core and 4G radio network.

Submarine Networks: In 2024, Nokia sold its wholly owned

subsidiary, Alcatel Submarine Networks (ASN), a global

submarine communication networks leader, to the French

State. The business unit was previously reported as part of

Nokia’s Network Infrastructure business groups segment and is

now presented as a discontinued operation.

Technology licensing: Generally, refers to an agreement or

arrangement where under certain terms a company provides

another company with its technology and possibly know-how,

whether protected by intellectual property or not, for use in

products or services offered by the other company.

Telco cloud: Applying cloud computing, SDN and NFV principles

in telecommunications environment, for example separating

application software from underlying hardware with

automated, programmable interfaces while still retaining

telecommunications requirements such as high availability

and low latency.

Transmission: The action of conveying signals from one point

to one or more other points.

Virtual Reality (VR): The simulation of a three-dimensional

image or environment that can be interacted with in a

seemingly real or physical way by a person using special

electronic equipment, such as a helmet with a screen inside

or gloves fitted with sensors.

WAN (Wide Area Network): A geographically distributed private

telecommunications network that interconnects multiple local

area networks.

WCDMA (Wideband Code Division Multiple Access): A third-

generation mobile wireless technology that offers high data

speeds to mobile and portable wireless devices. Also referred

to as 3G.

Webscale companies: Companies which are investing in cloud

technology and network infrastructure on an increasing scale

to fulfill their needs for massive, mission-critical networks.

XGS-PON (10Gbps Symmetrical Passive Optical Network):

A high-speed optical network technology that enables both

upstream and downstream gigabit and multigigabit services.

Its adoption is accelerating, helping operators improve

competitiveness, revenue, and network efficiency, while

meeting the growing demand for bandwidth from video,

online gaming, and emerging applications like virtual reality.

Nokia Annual Report on Form 20-F 2024

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Investor information

Investor information

Information on the internet

www.nokia.com

Available on the internet: financial reports, information on members of the Group Leadership

Team, other investor-related materials and information on events, and press releases as well as

environmental and social information, Code of Conduct, Corporate Governance Statement and

Remuneration Statement.

SEC maintains an internet site that contains reports, proxy and information statements, and

other information regarding issuers that file electronically with the SEC (http://www.sec.gov).

Investor Relations contacts

investor.relations@nokia.com

Annual General Meeting

Date:29 April 2025

Place:Helsinki, Finland

Dividend

The Board proposes to the Annual General Meeting 2025 to be authorized to decide, in its

discretion, on the distribution of an aggregate maximum of EUR 0.14 per share as dividend from

the retained earnings and/or as assets from the reserve for invested unrestricted equity.

Financial reporting

Our interim reports in 2025 are planned to be published on 24 April 2025, 24 July 2025 and

23 October 2025. The full-year 2025 results are planned to be published in January 2026.

Information published in 2024

All our global press releases and statements published in 2024 are available on the internet at

www.nokia.com/en_int/news/releases.

Stock exchanges

The Nokia Corporation share is quoted on the following stock exchanges:

	Symbol	Trading currency
Nasdaq Helsinki (since 1915)	NOKIA	EUR
New York Stock Exchange (since 1994)	NOK	USD
Euronext Paris (since 2015)	NOKIA	EUR

Documents on display

The documents referred to in this Annual Report on Form 20-F can be read at the Securities and

Exchange Commission’s internet site at http://www.sec.gov.

Contact information

Nokia Head Office

Karakaari 7

FI-02610 Espoo

Finland

Tel. +358 (0) 10 44 88 000

Fax +358 (0) 10 44 81 002

Nokia Annual Report on Form 20-F 2024

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Signatures

Signatures

The registrant hereby certifies that it meets all of the

requirements for filing on Form 20-F and that it has duly

caused and authorized the undersigned to sign this

Annual Report on Form 20-F on its behalf.

Nokia Corporation

By:/S/  STEPHAN PROSI

Name:Stephan Prosi

Title:Vice President, Corporate Controlling and Accounting

By:/S/  JOHANNA MANDELIN

Name:Johanna Mandelin

Title:Vice President, Corporate Legal

13 March 2025

Copyright © 2025 Nokia Corporation.<br><br>All rights reserved. Nokia is a registered<br><br>trademark of Nokia Corporation.
www.nokia.com

Document

English translation of the Finnish original         Exhibit 1

ARTICLES OF ASSOCIATION OF NOKIA CORPORATION

ARTICLE 1 - Name

The name of the company is Nokia Oyj, in Swedish Nokia Abp and in English Nokia Corporation.

Domicile

The domicile of the company is Helsinki.

ARTICLE 2 - Object

The object of the company is to research, develop, manufacture, market, sell and deliver products, software and services related to, among others, communication and enterprise networks. The company may also create, acquire and license intellectual property as well as engage in other industrial and commercial operations, including securities trading and other investment activities. The company may carry on its business operations directly, through subsidiary companies, affiliate companies and joint ventures.

ARTICLE 3 - Incorporation in the book-entry system

Incorporation in the book-entry system

The shares of the company are incorporated in the book-entry system of securities.

ARTICLE 4 - Board of Directors

The company shall have a Board of Directors comprising a minimum of seven and a maximum of twelve members.

The term of a Board member shall begin from the General Meeting at which he was elected or from a later date resolved by the General Meeting, and expire at the closing of the following Annual General Meeting.

The Board of Directors shall elect its Chairman and Vice Chairman for the term of the Board of Directors, or for another term resolved by the Board of Directors.

The Board of Directors shall establish its rules of procedure.

ARTICLE 5 - President

The Board of Directors shall elect the President of the company.

ARTICLE 6 - Representing the company

The Chairman of the Board of Directors alone or two members of the Board of Directors jointly are authorized to represent the company. The Chairman of the Nokia Leadership Team and the President may be authorized to represent the company alone. The Board of Directors may authorize other specifically named persons to represent the company either any two of them jointly or any one of them together with a member of the Board of Directors.

The Board of Directors may authorize persons to represent the company per procuration, any two jointly or any one of them jointly with a member of the Board of Directors or with another person authorized to represent the company.

ARTICLE 7 - Auditors

The company shall have one auditor, which shall be an audit firm approved by the Finnish Patent

and Registration Office. The company shall have one sustainability reporting assurer, which shall

be a sustainability assurance firm approved by the Finnish Patent and Registration Office.

The term of the auditor and the sustainability reporting assurer shall be the fiscal year.

1                                                    © 2024 Nokia

ARTICLE 8 - Annual accounts

The accounts of the company shall be closed at the end of each calendar year.

ARTICLE 9 - General Meeting

The Annual General Meeting shall be held at the latest on June 30 as determined by the Board of Directors. General Meetings shall be held in Helsinki, Espoo or Vantaa. The Board of Directors may also resolve that a general meeting is organized without a meeting venue and shareholders fully use their decision-making powers during the meeting in real time with the help of a data

communication connection and technical means.

ARTICLE 10 - Notice of a General Meeting

The notice of a General Meeting must be published on the website of the company no earlier than three months prior to the record date of the Meeting under Chapter 4, Section 2, Subsection 2 of the Companies Act and no later than three weeks prior to the Meeting, provided that the date of the publication must be at least nine days prior to the aforesaid record date.

ARTICLE 11 - Voting rights and registration for a General Meeting

Shareholders shall exercise their right to vote at a General Meeting either in person or through a proxy. In order to attend a General Meeting a shareholder must notify the company by the date stated in the notice of the Meeting, which may be no more than ten days prior to the Meeting.

Unless otherwise provided in these Articles of Association or in the Companies Act, resolutions by the General Meeting shall be carried by a simple majority of the votes cast. In case of a tie, the opinion of the chairman shall prevail with the exception of elections, in which the matter shall be resolved by drawing lots.

Voting procedure shall be determined by the chairman of the General Meeting.

ARTICLE 12 - Matters to be considered at the Annual General Meeting

The Annual General Meeting shall

review

1. the annual accounts, comprising an income statement, balance sheet, cash flow statement and the notes thereto, as well as the consolidated annual accounts,

and

2. the auditors’ report;

take resolutions on

3. approval of the annual accounts, which includes approval of the Group annual accounts,

4. the use of the profit shown in the balance sheet,

5. discharging the members of the Board of Directors and the President from liability,

6. when necessary, adoption of the Remuneration Policy,

7. adoption of the Remuneration Report,

8. the number of members on the Board of Directors, and

9. the remuneration payable to the members of the Board of Directors, the auditor and the

sustainability reporting assurer; and

elect

10. members of the Board of Directors, and

11. the auditor and the sustainability reporting assurer.

ARTICLE 13 - Obligation to purchase shares

A shareholder whose holding - either alone or together with other shareholders in a way defined hereinafter - of the total shares of the company equals or exceeds 33 1/3 per cent or 50 per cent (“Purchasor”) shall be obliged, at the request of other shareholders (“Purchasees”), to purchase their shares and securities which entitle to shares under the Companies Act, as provided in this section.

2                                                    © 2024 Nokia

In calculating the percentage of shares in the company held by a shareholder, the following shares shall also be taken into account:

• shares held by a corporation which, under the Companies Act, belongs to the same group as the shareholder,

• shares held by a company which, when compiling the consolidated annual accounts according to the Accounting Act, is considered to belong to the same group as the shareholder,

• shares held by a pension fund or pension society of corporations or companies referred to above, and

• shares held by a foreign corporation or entity which - were it Finnish - would belong to the same group as the shareholder in the manner referred to above.

Where a purchase obligation is based on an aggregate shareholding, the Purchasors shall jointly and severally be obliged to purchase shares vis-à-vis Purchasees. In such a situation a claim for purchase shall be considered to be made to all Purchasors even without a separate claim to each of them.

Where two shareholders reach or exceed the threshold for the purchase obligation so that they become obliged to purchase shares simultaneously, a Purchasee may claim for purchase from both of them separately.

The purchase obligation shall not apply to shares or securities which entitle to shares which a shareholder has acquired after the arising of the purchase obligation.

Purchase price

The purchase price of the shares shall be the higher of the following:

a) the weighted average trading price of the shares on the Helsinki Exchanges during the ten (10)

business days prior to the day on which the company has been notified by the Purchasor that his holding has reached or exceeded the threshold referred to above or, in the absence of such notification or its failure to arrive within the specified period, the day on which the Board of Directors of the company otherwise becomes aware of this;

b) the average price, weighted by the number of shares, which the Purchasor has paid for the shares he has acquired during the last 12 months preceding the date referred to in paragraph a).

If an acquisition which has an influence on the average price is denominated in a foreign currency, the euro conversion value shall be calculated according to the official rate of the European Central Bank for the currency in question seven (7) days prior to the date on which the Board notified shareholders of their right for purchase.

The above provisions on the determination of the purchase price shall also apply to other securities to be purchased.

Purchase procedure

A Purchasor shall, within seven (7) days of the date on which the purchase obligation has arisen, notify the Board of Directors of the company in writing at the company’s address. The notification shall contain details of the number of shares owned by the Purchasor and the number and price of the shares acquired during the last twelve (12) months. The notification shall also contain the address at which the Purchasor may be contacted.

The Board shall notify shareholders of the arising of the purchase obligation within 45 days of the receipt of the notification referred to above or, in the absence of such notification or where such notification fails to arrive within the specified period, of the date on which it otherwise became aware of such purchase obligation. The notice shall contain details of the date on which the purchase obligation has arisen, the basis for determination of the purchase price as far as known by the Board, and the date by which claims for purchase shall be made. Notice to shareholders shall be given in compliance with the provisions of Article 10 of the Articles of Association concerning notice of a General Meeting.

A Purchasee shall make a written claim for purchase within 30 days of the Board’s notice of the purchase obligation. The purchase claim, which shall be sent to the company, shall indicate the number of shares and other securities covered by the claim. A shareholder claiming for purchase shall at the same time provide the company with possible

3                                                    © 2024 Nokia

share certificates or other documents carrying the right to shares to be transferred to the Purchasor against the payment of the purchase price.

If a claim is not made by the due date in the manner described above the shareholder shall forfeit his right to claim for purchase in the purchase situation in question. As long as purchase has not taken place a Purchasee shall have the right to withdraw his claim.

On the expiration of the period for making claims for purchase, the company shall notify the Purchasor of the claims made. The Purchasor shall, within 14 days of receipt of the notice of the purchase claims, in the manner prescribed by the company pay the purchase price against receipt of shares and securities carrying the right to shares or, where the shares to be purchased are entered in the book-entry accounts of the shareholders in question, against a receipt issued by the company. In such case the company shall be responsible for seeing that the Purchasor is without delay registered as the owner of the shares purchased through an entry in his/her book-entry account.

A purchase price which is not paid within the specified period shall accrue default interest of 20 per cent per annum as of the date on which the purchase should have been made. If the Purchasor has, in addition, failed to observe the above provisions concerning the purchase obligation, default interest shall be calculated as of the date on which the notification should have been made.

Other provisions

The purchase obligation under this Article shall not apply to a shareholder who can prove that the threshold for the purchase obligation was reached or exceeded prior to the registration of this amendment to the Articles of Association in the Finnish Trade Register.

A resolution by a General Meeting to amend or delete the provisions of this Article shall be carried by shareholders representing not less than three-quarters of the votes cast and shares represented at the Meeting.

Disputes concerning the purchase obligation referred to above, the related right to claim for purchase and the purchase price shall be settled in arbitration proceedings in the domicile of the company, in accordance with the provisions in the Act on Arbitration Proceedings (967/92). The arbitration proceedings shall apply Finnish law.

4                                                    © 2024 Nokia

Document

Exhibit 11.1

CODE OF ETHICS

FOR THE PRINCIPAL EXECUTIVE OFFICERS AND THE SENIOR FINANCIAL OFFICERS

1          Purpose

The purpose of this Code of Ethics (the “Code”) is to reinforce ethical behavior and promote high standards of corporate governance. This Code complements Nokia’s Code of Conduct, Nokia Insider Policy and other guidelines and policies applicable at Nokia.

2          Applicability

The Code applies to Nokia’s President and Chief Executive Officer, Chief Financial Officer, Deputy Chief Financial Officer and Corporate Controller (the “Officers”).

3         Good corporate practices

3.1      Honest and ethical conduct

The Officers shall act honestly and ethically in all their business activities in their respective roles. They shall comply with and promote compliance with the highest standards of ethical conduct, including the principles set out in Nokia’s Code of Conduct, in all their business activities at Nokia.

3.2      Conflicts of interest

Situations involving an actual or apparent conflict of interest between personal and professional relationships of the Officers with Nokia, or any doubt thereof, shall be handled in an ethical way. An Officer shall not participate in consideration of a matter in which he/she has a conflict of interest or even a perceived conflict of interest between his/her personal and professional relationships with respect to Nokia.

For the avoidance of doubt, the Officers shall comply with the provisions on conflicts of interest included in various Nokia guidelines and policies (e.g., Nokia Insider Policy, Conflict of Interest Policy and external board membership related standard operating procedures).

3.3      Fair and timely disclosure

The Officers shall take all measures generally required from a prudent principal executive officer or senior financial officer, including measures in accordance with Nokia’s disclosure controls and procedures, to promote full, fair, accurate, timely and understandable disclosure in reports and documents filed with or submitted to financial and regulatory authorities or stock exchanges by Nokia.

3.4      Compliance with laws and regulations

1	© Nokia 2023

6 February 2023

The Officers shall comply in all their business activities in their respective roles with all applicable governmental laws, rules and regulations of Finland and other applicable jurisdictions, as well as the rules of stock exchanges on which Nokia shares are listed, including the New York Stock Exchange. These obligations include cooperating, appropriately, with governmental investigations of Nokia’s business and operations.

4         Accountability

4.1      Clearances

Nokia regards adherence to this Code as well as accountability for such adherence as important.

The Chief Compliance Officer may, upon request, advise the Officers whether a particular situation or behavior is in compliance with this Code or not, and give a clearance for a situation or behavior that is obviously and evidently compliant. The determination whether a conflict of interest exists or not, shall be made by the Chief Compliance Officer or, upon the request of the Officer or the Chief Compliance Officer, by the Chair of the Audit Committee.

4.2      Reporting of illegal or unethical behavior

Any suspected failures to adhere to, and suspected violations of this Code by any of the Officers, shall be reported to the Chief Compliance Officer or to the Chair of the Audit Committee. Except for such matters that are beyond question frivolous, each such matter shall be reviewed and considered by the Audit Committee. The matter shall be prepared for such consideration by the Chief Compliance Officer or another officer as instructed by the Audit Committee.

4.3      Violations

The Audit Committee shall consider and determine if a violation of this Code has occurred, and possible consequences, if any, for such violation. The consequences may vary from a written reprimand to a recommendation to the corporate body entitled to discharge the Officer in question to discharge him/her from his/her duties, and may include other measures that the Audit Committee deems appropriate, depending on the circumstances of the case.

4.4      Recording

The Chief Compliance Officer shall keep records of all clearances given by him/her or the Vice Chair of the Board, as well as of all reports made under this Code on suspected failures by the Officers to adhere to the Code or suspected violations thereof. In addition, records shall be kept on all decisions taken by the Audit Committee in respect of matters considered under this Code.

5          Assignments

The Audit Committee may authorize its Chair to resolve a specific matter, or a specific category of matters, under this Code.

Any reference to the Chief Compliance Officer in this Code is equally applicable to his/her deputy.

6          Waivers

Any waiver of this Code may be made only by the Audit Committee and must be disclosed as set forth below.

7          Disclosure

This Code will be published on the Nokia’s website. Amendments to, and waivers of, this Code will be disclosed in a similar way.

8          Approval and amendments

2	© Nokia 2023

6 February 2023

This Code is approved, and may be amended, by the Board of Directors of Nokia.

3	© Nokia 2023

6 February 2023

Document

Exhibit 11.2

NOKIA CORPORATION – INSIDER TRADING POLICY

1General rules applicable to all Nokia employees

This Nokia Insider Policy (the “Policy”) sets out Nokia-wide rules and practices based on applicable insider laws and regulations. The Policy is applicable to all Nokia Employees and to additional persons or entities, as defined in the applicable regulation, who are working for Nokia under an agreement or otherwise performing tasks through which they have access to Inside Information (as defined in this Policy), such as advisers, accountants, auditors or credit rating agencies.

For detailed definitions of used terms, please refer to Section 7 ‘Definitions’.

Nokia Corporation’s (together with its group companies, “Nokia”) securities are subject to public trading in, among others, Nasdaq Helsinki in Finland, Euronext Paris in France, and the New York Stock Exchange in the United States. As an issuer of publicly traded financial instruments Nokia is subject to securities and insider laws and regulations. The purpose of the Policy is to ensure full compliance with applicable rules and that Inside Information is recognized and treated in an appropriate manner and with highest integrity at Nokia.

1.1Inside information and unlawful use and disclosure of inside information (general prohibition)

Inside Information means information of a precise nature relating, directly or indirectly, to one or more issuers, such as Nokia Corporation, or to one or more Financial Instruments, such as Nokia Securities, which

•has not been made public; and

•if it was made public, would be likely to have a significant effect on the prices of those Nokia Securities or other Financial Instruments.

The effect of the Inside Information on the price of the Nokia Securities or other Financial Instrument can be positive or negative.

According to the general prohibition by law, while in possession of Inside Information, one is prohibited from using that information by

•engaging or attempting to engage in Insider Dealing, such as trading, purchasing and selling shares and other Financial Instruments to which the Inside Information relates;

•recommending that another person engages in Insider Dealing, or inducing another person to engage in Insider Dealing; and

•unlawfully disclosing Inside Information to any other person, except where the disclosure is made in the normal exercise of an employment, a profession or duties, and the recipient is bound by appropriate confidentiality obligations.

The use of Inside Information by cancelling or amending an order concerning a Financial Instrument to which the information relates, and when the order was placed before the person concerned possessed the Inside Information, is also considered to be Insider Dealing.

The general prohibition applies at all times regardless of whether the person has been entered into an Insider Register and notified of his/her insider status. The ultimate responsibility for compliance is always with the individual. It is extremely important for Nokia that no dealings or disclosure by Nokia Employees take place in violation of laws and regulations. A breach of the insider laws may not only be a criminal offense and cause the employee to become

1	Nokia Corporation – Insider Trading Policy	© 2025 Nokia

subject to criminal proceedings and/or administrative sanctions, but would also cause serious damage and loss of goodwill to Nokia.

1.2Trading in Nokia securities

The general prohibition to engage in Insider Dealing does not prevent Nokia Employees from trading in Nokia Securities or other related Financial Instruments when not in possession of Inside Information about Nokia or Nokia Securities, when not included in an Insider Register and when no other trading restrictions apply (see Section 3 below). In fact, Nokia encourages Nokia Employees to invest in Nokia on a long-term basis but discourages trading in Nokia Securities with a view to short-term profit. All transactions with Nokia Securities and related other Financial Instruments made by individuals subject to this Policy must be made in compliance with the general prohibition, meaning that investment decisions must not be made on the basis of, and while in possession of, Inside Information.

1.3Other companies’ securities and financial instruments

Nokia Employees may also obtain Inside Information concerning other companies through their employment, including information related to Nokia’s customers, suppliers and partners. The general prohibition applies equally to persons dealing in the Financial Instruments of public companies, other than Nokia, when in possession of Inside Information relating to such other companies or their Financial Instruments.

Accordingly, Nokia Employees are

•advised not to trade in the Financial Instruments of Nokia's suppliers, customers, partnering companies (actual or potential) and other companies with which Nokia has a business relationship of significant importance to such other company; and

•prohibited from trading in the Financial Instruments of such company, if they are directly involved with such business relationship through their position and responsibilities at Nokia or otherwise possess Inside Information regarding such company.

1.4Confidential and secret information

Nokia Employees should consider all information which they have access to due to their employment at minimum as ‘Nokia Internal Use’, unless specifically made public by Nokia. Confidential information can be shared only on a ‘need-to-know’ basis even within Nokia whereas access to secret information is even further limited. However, not even secret information is necessarily classified as Inside Information, as specified in this Policy and applicable laws.

2Nokia insiders, insider registers and related trading restrictions

Nokia Insiders are persons who have been identified as insiders by their inclusion in an Insider Register of a specific project and who have been notified of their insider status. There are no permanent insiders at Nokia, but insiders are identified on a case-by-case basis for specific projects. Certain persons have also non-project specific trading restrictions imposed on them as described in Section 3 of this Policy.

2.1Insider registers

The determination of whether a specific information is Inside Information or a project includes Inside Information, shall be made by the person(s) authorized by Nokia’s Board of Directors.

If Inside Information is identified, but its publication is delayed in accordance with applicable laws, the Nokia Insider Administration will

•create a register of all Nokia Employees who have access to Inside Information as well as of other persons or entities who are working for Nokia under an agreement or otherwise performing tasks through which they have access to Inside Information, such as advisers, accountants, auditors or credit rating agencies (“Insider Register”);

•promptly update the Insider Register when required;

•notify the persons included in the Insider Register of their insider status and related obligations and sanctions; and

•notify the persons included in the Insider Register of the termination of their insider status.

Where a third party acting on behalf of, or on the account of, Nokia assumes the task of creating and updating an insider register of their own employees having access to Inside Information relating to Nokia, the Nokia Insider Administration must notify the third party of their obligations and of the required content of the insider register. If such third parties are not bound by an obligation of confidentiality to Nokia, appropriate non-disclosure undertakings or agreements must be signed.

2	Nokia Corporation – Insider Trading Policy	© 2025 Nokia

Individuals included in an Insider Register, whether created by Nokia or by a party acting on behalf of Nokia, will be required to acknowledge, in writing, their legal and regulatory duties and must also acknowledge that they are aware of the sanctions applicable to Insider Dealing and unlawful disclosure of Inside Information.

2.2Trading restrictions concerning Nokia insiders

Nokia Insiders will be informed that they have been included in an Insider Register and of the trading and disclosure restrictions imposed on them. After becoming aware of Inside Information, Nokia Insiders are prohibited from trading in or acquiring or disposing of, for his/her own account or for the account of a third party, directly or indirectly, Nokia Securities and related other Financial Instruments. This prohibition includes cancelling or amending an order concerning Nokia Securities and related other Financial Instruments after becoming aware of Inside Information.

Upon disclosure of the Inside Information or termination of the project, the Nokia Insider Administration will notify the Nokia Insiders when the trading restrictions have ended.

Regardless of whether a Nokia Employee has been included in an Insider Register and notified of his/her insider status, all Nokia Employees are subject to the general prohibition that applies at all times when a Nokia Employee is in possession of Inside Information. The ultimate responsibility for compliance is always with the individual.

The above trading restrictions apply also to children under the guardianship of as well as to corporations and other legal entities controlled by a Nokia Insider. Nokia Insiders are responsible for compliance with the trading restriction also when the management of their trading activities has been assigned to another party, such as a broker.

3Other trading restrictions

In addition to the trading restrictions related to Nokia Insiders (see Section 2.2 above), the following trading restrictions apply in connection with the preparation of Nokia’s quarterly and annual results announcements.

3.1Persons discharging managerial responsibilities

The members of the Nokia Board of Directors and the Group Leadership Team have been identified as Persons Discharging Managerial Responsibilities, as defined in the applicable laws.

The following trading restrictions are applicable to Persons Discharging Managerial Responsibilities:

Closed window period

•During a 30-calendar day period preceding the disclosure of Nokia’s quarterly or annual result announcements, as well as the day of the disclosure, trading and any other transactions for his/her own account or for the account of a third party, directly or indirectly, relating to Nokia Securities or related other Financial Instruments are prohibited.

The above trading restriction applies also to children under the guardianship of as well as to corporations and other legal entities controlled by Persons Discharging Managerial Responsibilities. It is recommended that Persons Discharging Managerial Responsibilities inform their spouses and other persons living in the same household about the above trading restriction and instruct them to comply with the same restrictions as applicable to Persons Discharging Managerial Responsibilities. Person Discharging Managerial Responsibilities is responsible for compliance with the trading restriction also when the management of his/her trading activities has been assigned to another party, such as a broker.

Further, if Person Discharging Managerial Responsibilities has invested in a fund where Nokia’s shares or other Financial Instruments represent 20% or more of the composition of the fund’s investment and the person (i) knows or could have knowledge of the fund’s composition and (ii) can influence the investment decisions of said fund, the above closed window period applies also to the fund in question.

Trading clearance

Persons Discharging Managerial Responsibilities must clear with the Chief Legal Officer and/or the head of Corporate Legal, a planned transaction in Nokia Securities or related other Financial Instruments at least one business day before the intended transaction.

Evaluation of a planned transaction is conducted based on information provided by the person or otherwise available. The decision made based on the evaluation is final. However, regardless of such evaluation, the ultimate responsibility for compliance with the general prohibition (see Section 1.1) is always with the Person Discharging Managerial Responsibilities.

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It is recommended that trading and other transactions in Nokia Securities and related other Financial Instruments be carried out in times when the information available to the market is as complete as possible. However, individuals must refrain from such trading if they are in possession of Inside Information at the time.

Trading Plans

In addition to the above trading restrictions applicable to Persons Discharging Managerial Responsibilities, the Directors and Executive Officers must notify the head of Corporate Legal of any already existing Trading Plans and of any intentions to adopt or modify a Trading Plan.

Rule 10b5-1 of the U.S. Securities Exchange Act of 1934 (as amended) requires a minimum “cooling-off” period between the date a Trading Plan is adopted or modified and when the trading under the plan commences:

•Directors and Executive Officers may not make any purchases or sales under a Trading Plan until at least the later of (i) 90 days after adopting the plan, and (ii) two business days following the filing of a Form 6-K or 20-F covering Nokia’s financial results for the fiscal quarter in which the Trading Plan was adopted or modified, but in no event later than 120 days after adopting the Trading Plan; and

•for all other employees, a cooling-off period is at least 30 days between the adoption or modification of the Trading Plan.

Directors and Executive Officers entering into a new or modified 10b5-1 Trading Plan will be required to include certain written representations attesting (i) no awareness of material non-public information about Nokia or its securities, and (ii) good faith adopting or modifying the 10b5-1 Trading Plan and not as a part of a plan or scheme to evade the prohibitions of 10b5-1 or any applicable laws.

An individual may not have in effect more than one Trading Plan at the same time, except in limited circumstances permitted by applicable law and approved in advance by the head of Corporate Legal.

The head of Corporate Legal will provide further guidance on the applicable regulations related to the adoption or modification of such Trading Plan, including but not limited to the applicable “cooling-off” period.

3.2Financial reporting persons

Certain persons, as separately designated, have been identified to be recurrently involved with the preparation of quarterly and annual results announcements of Nokia (“Financial Reporting Persons”).

The following trading restriction is applicable to Financial Reporting Persons:

Closed window period

•During a 30-calendar day period preceding the disclosure of Nokia’s quarterly or annual result announcements, as well as the day of the disclosure, trading and any other transactions for his/her own account or for the account of a third party, directly or indirectly, relating to Nokia Securities or related other Financial Instruments are prohibited.

The above trading restriction applies also to children under the guardianship of as well as to corporations and other legal entities controlled by Financial Reporting Persons. It is recommended that Financial Reporting Persons inform their spouses and other persons living in the same household about the above trading restriction and instruct them to comply with the same restrictions as applicable to Financial Reporting Persons. Financial Reporting Persons are responsible for compliance with the trading restriction also when the management of his/her trading activities has been assigned to another party, such as a broker.

It is further recommended that trading and other transactions in Nokia Securities and related other Financial Instruments be carried out in times when the information available to the market is as complete as possible. However, individuals must refrain from such trading if they are in possession of Inside Information at the time.

The Nokia Insider Administration maintains a list of persons in such reporting roles and informs the persons on their status as Financial Reporting Persons. Financial Reporting Persons are required to notify the Nokia Insider Administration of any change in their employment position to the extent that it has an effect on their role in the financial reporting of Nokia. Financial Reporting Persons are also required to provide the Nokia Insider Administration additional information on their personal details, as well as holdings in and transfers of Nokia Securities, upon request.

3.3Exceptions to trading restrictions

Under certain exceptional circumstances and within the limits set by applicable laws and regulations, an exception to the above trading restrictions may be granted. Such exception can be granted only by the Chief Legal Officer or by

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the head of Corporate Legal, based on a written request by the applicant containing the information necessary to assess the prerequisites for an exception. No exception shall be granted if the applicant is in possession of Inside Information.

4Nokia Insider Administration

The Nokia Insider Administration’s responsibilities, additional information and training

The Nokia Insider Administration resides with the Corporate Legal team. The Nokia Insider Administration is responsible for, among other things, internal communication, guidance and training related to insider matters; creating and administering Insider Registers; monitoring compliance with insider rules; communication related to trading restrictions; and monitoring regulatory and legal developments, as well as practices, related to insider matters. For further information on these topics, Nokia Employees are encouraged to refer to the internal Inside Information Standard Operating Procedure the purpose of which is to provide general guidance on assessing Inside Information, to outline Nokia’s disclosure obligations as well as to create best practices and appropriate procedures within Nokia for handling and disclosure of Inside Information.

The Nokia Insider Administration may at times monitor the trading by Nokia Insiders and by Persons Discharging Managerial Responsibilities. The Nokia Insider Administration can also monitor the trading by Financial Reporting Persons.

5Compliance with the policy

Violations of the Nokia Insider Policy must be reported to the head of Corporate Legal in order to collect relevant information, investigate and take appropriate actions where needed. Nokia Employees may also use channels provided by Nokia Code of Conduct for reporting incidents involving alleged violations of the Policy. Violation of the Policy may not only be a criminal offence and cause the employee to become subject to criminal proceedings and/or administrative sanctions, but may be regarded as a reason for disciplinary actions up to termination of employment.

6Amending the policy

The Policy has been approved by the Nokia Board of Directors.

The Legal & Compliance team periodically reviews the Policy and any material changes to the Policy are approved by the Board of Directors.

7Definitions

Executive Officer – The president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice president in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for Nokia. Executive officers of the Nokia group companies are deemed executive officers if they perform such policy-making functions for Nokia. “Policy-making function” does not include policy-making functions that are not significant. In Nokia Group, all members of the Group Leadership Team in addition to Vice President, Corporate Controlling and Accounting, are deemed Executive Officers under the above definition.

Financial Instruments – Shares, debt instruments and derivatives linked to such shares or debt instruments, other transferable securities, money-market instruments, units in collective investment undertakings, options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields or any other derivative instruments, financial indices or financial measures, derivative instruments for the transfer of credit risk and financial contracts for differences.

Financial Reporting Persons – Separately designated persons, who have been identified to be recurrently involved with the preparation of quarterly and annual results announcements of Nokia.

Inside Information – Information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers, such as Nokia Corporation, or to one or more Financial Instruments, such as Nokia Securities, and which, if it were made public, would be likely to have a significant effect on the prices of those Financial Instruments.

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Insider Dealing – If a person possesses Inside Information and uses that information for trading in or acquiring or disposing of, for his/her own account or for the account of a third party, directly or indirectly, Nokia Securities or other Financial Instruments to which that information relates. The use of Inside Information by cancelling or amending an order concerning a Financial Instrument to which the information relates, and when the order was placed before the person possessed the Inside Information, is also considered to be Insider Dealing.

Insider Register – Register maintained by the Nokia Insider Administration which includes persons who have knowledge of Inside Information in connection with a specific project.

Nokia Employee – An employee of any company belonging to the Nokia Group, including the members of the Nokia Board of Directors and the President and CEO.

Nokia Insider – A person who has been identified as an insider by including him/her into an Insider Register.

Nokia Securities - Nokia shares, Nokia's American Depositary Shares (ADSs or ADRs), Nokia stock options, Nokia warrants, Nokia bonds, Nokia convertible bonds, any other Financial Instruments relating to any Nokia Security mentioned above, and shares in mutual funds and other collective investment vehicles which invest a significant portion of their funds (20% or more) in Nokia Securities mentioned above.

Person Discharging Managerial Responsibilities – A member of the Board of Directors or the Group Leadership Team of Nokia.

Trading Plan – A written plan between a broker and a Director or Executive Officer regarding trading in Nokia Securities or related other Financial Instruments that meets each of the following requirements: (1) the plan was entered into when the person was not in possession of material nonpublic information; (2) the plan complies with the requirements of Rule 10b5-1 of the U.S. Securities Exchange Act of 1934 (as amended); (3) the plan must either specify the amount, price and date of the transactions to be undertaken or provide a written formula, algorithm, or computer program for determining such amount, pricing and date; (4) the plan did not permit a person to exercise subsequent influence over the amount of securities to be traded, the price or date; and (5) there is a “cooling off” period between the date a trading plan is adopted or modified and when the trading commences.

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Document

Exhibit 12.1

CERTIFICATION

I, PEKKA LUNDMARK, certify that:

1.    I have reviewed this annual report on Form 20-F of Nokia Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 13 March 2025

/s/ PEKKA LUNDMARK
PEKKA LUNDMARK<br><br>President and Chief Executive Officer

Document

Exhibit 12.2

CERTIFICATION

I, MARCO WIRÉN, certify that:

1.     I have reviewed this annual report on Form 20-F of Nokia Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

a.   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b.  Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 13 March 2025
	/s/ MARCO WIRÉN
	MARCO WIRÉN
	Chief Financial Officer

Document

Exhibit 13

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of Nokia Corporation (the “Company”) for the period ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certify that, to the best of our knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 13 March 2025

/s/ PEKKA LUNDMARK
Name	PEKKA LUNDMARK
Title:	President and Chief Executive Officer
/s/ MARCO WIRÉN
Name	MARCO WIRÉN
Title:	Chief Financial Officer

* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Document

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-285400, 333-277627 and 333-253253 on Form S-8 of our reports dated March 13, 2025 relating to the financial statements of Nokia Corporation and the effectiveness of Nokia Corporation’s internal control over financial reporting appearing in this Annual Report on Form 20-F for the year ended December 31, 2024.

/s/ Deloitte Oy
Deloitte Oy
Helsinki, Finland
March 13, 2025