Nokia Corp 6-K, filed Feb 18, 2021

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a -16 or 15d -16 of

the Securities Exchange Act of 1934

Report on Form 6-K dated February 18, 2021

(Commission File No. 1-13202)

Nokia Corporation

Karakaari 7A

FI-02610 Espoo

Finland

(Name and address of registrant’s principal executive office)

Enclosures:

Nokia Board of Directors approved the Nokia equity program for 2021-2023

Nokia Corporation

Stock Exchange Release

February 18, 2021 at 9.00 (CET +1) ****

Nokia Board of Directors approved the Nokia equity programfor 2021-2023

Espoo, Finland – Nokia Board of Directors has approved the Company’s equity program for 2021-2023 (Program). The Program includes a new share-based long-term incentive plan (LTI Plan) and an employee share purchase plan (ESPP) under which awards may be granted until December 31, 2023.

Long-term Incentive Plan 2021-2023

Nokia seeks to recognise, reward and retain its most talented employees. The long-term incentive plan intends to effectively contribute to the long-term value creation and sustainability of the Company and align the interests of the executives and employees with those of Nokia’s shareholders. Nokia’s long-term incentive plan for 2021-2023 is a key tool which supports these objectives. Under the LTI Plan the company may grant eligible executives and other employees awards in the form of both performance shares and restricted shares.

Awards under the LTI Plan may be granted between the date the plan is approved and December 31, 2023 subject to applicable performance metrics as well as performance and/or restriction periods of up to 36 months depending on the award. Consequently, the restriction periods for the last awards granted under the LTI Plan would end in 2026. Performance metrics as well as weightings and targets for the selected metrics for performance shares are set by the Board of Directors annually to ensure they continue to support Nokia’s long-term business strategy and financial success. Further disclosure on annual implementation of the LTI Plan is provided in the Company’s annual report and website.

The potential maximum aggregate number of Nokia shares that may be issued based on awards granted under the LTI plan in 2021, 2022 and 2023 is 350 million. Until the Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or dividend rights associated with the performance or restricted shares. If the participant’s employment with Nokia terminates before the vesting date of the award or a part of an award, the individual is not, as a main rule, entitled to settlement based on the plan.

Employee Share Purchase Plan 2021-2023

The purpose of the ESPP is to encourage share ownership within the Nokia employee population, increasing engagement and sense of ownership in the company. Under the ESPP 2021-2023, subject to the Board commencing annual plan cycles, the eligible employees may elect to make contributions from their monthly net salary to purchase Nokia shares at market value on pre-determined dates on a quarterly basis during the applicable plan period. Nokia would deliver one matching share for every two purchased shares that the participant still holds at the end of applicable plan cycle. In addition, the participants may be offered free shares subject to meeting certain conditions related to participation as determined by the Board.

The maximum number of shares that can be issued under all plan cycles commencing under the ESPP in 2021, 2022 and 2023 is 35 million. Participants have immediate shareholder rights over all shares purchased from the market. Until the matching or free Nokia shares are delivered, the participants will not have any shareholder rights, such as voting or dividend rights associated with the matching or free shares.

Dilution effect

As at December 31, 2020, the estimated aggregate maximum number of shares that would be issued under Nokia’s outstanding equity programs, assuming the unvested performance shares would be delivered at maximum level, represented approximately 1.87 per cent of Nokia's total number of shares (excluding the treasury shares owned by Nokia Group).

This represents the net number of shares that would be issued, once applicable estimated taxes are deducted from the gross value of the awards.

The dilution impact of Nokia’s outstanding equity programs, if maximum performance was achieved, in addition to the net number of shares that could be issued under the new LTI Plan and the ESPP as a result of awards made in 2021, 2022 and 2023, would not exceed 5 per cent of Nokia’s current total number of shares (excluding the treasury shares owned by Nokia Group).

About Nokia

We create the critical networks and technologies to bring together the world’s intelligence, across businesses, cities, supply chains and societies.

With our commitment to innovation and technology leadership, driven by the award-winning Nokia Bell Labs, we deliver networks at the limits of science across mobile, infrastructure, cloud, and enabling technologies.

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

For our latest updates, please visit us online www.nokia.com and follow us on Twitter @nokia.

**Media Enquiries:**Nokia CommunicationsTel. +358 (0) 10 448 4900Email: press.services@nokia.comKatja Antila, Head of Media Relations

Investor Enquiries:

Nokia Investor Relations

Tel. +358 4080 3 4080

Email: investor.relations@nokia.com

FORWARD-LOOKING STATEMENTS

It should be notedthat Nokia and its businesses are exposed to various risks and uncertainties and certain statements herein that are not historicalfacts are forward-looking statements. These forward-looking statements reflect Nokia's current expectations and views of futuredevelopments and include statements regarding: A) expectations, plans or benefits related to our strategies, growth managementand operational key performance indicators; B) expectations, plans or benefits related to future performance of our businesses(including the expected impact, timing and duration of that impact of COVID-19 on our businesses, our supply chain and our customers’businesses) and any future dividends including timing and qualitative and quantitative thresholds associated therewith; C) expectationsand targets regarding financial performance, cash generation, results, the timing of receivables, operating expenses, taxes, currencyexchange rates, hedging, cost savings, product cost reductions and competitiveness, as well as results of operations includingtargeted synergies, better commercial management and those results related to market share, prices, net sales, income and margins;D) expectations, plans or benefits related to changes in organizational and operational structure; E) expectations regarding competitionwithin our market, market developments, general economic conditions and structural and legal change globally and in national andregional markets, such as China; F) our ability to integrate acquired businesses into our operations and achieve the targetedbusiness plans and benefits, including targeted benefits, synergies, cost savings and efficiencies; G) expectations, plans orbenefits related to any future collaboration or to business collaboration agreements or patent license agreements or arbitrationawards, including income to be received under any collaboration or partnership, agreement or award; H) timing of the deliveriesof our products and services, including our short term and longer term expectations around the rollout of 5G, investment requirementswith such rollout, and our ability to capitalize on such rollout; I) expectations and targets regarding collaboration and partneringarrangements, joint ventures or the creation of joint ventures, and the related administrative, legal, regulatory and other conditions,as well as our expected customer reach; J) outcome of pending and threatened litigation, arbitration, disputes, regulatory proceedingsor investigations by authorities; K) expectations regarding restructurings, investments, capital structure optimization efforts,uses of proceeds from transactions, acquisitions and divestments and our ability to achieve the financial and operational targetsset in connection with any such restructurings, investments, capital structure optimization efforts, divestments and acquisitions,including our current cost savings program; L) expectations, plans or benefits related to future capital expenditures, reductionof support function costs, temporary incremental expenditures or other R&D expenditures to develop or rollout software andother new products, including 5G, ReefShark and increased digitalization; M) expectations regarding our customers' future actions,including our customers’ capital expenditure constraints and our ability to satisfy customer’s needs and retain theirbusiness; and N) statements preceded by or including “believe”, “expect”, “expectations”, “deliver”, “maintain”, “strengthen”, “target”, “estimate”, “plan”, “intend”, “assumption”, “focus”, “continue”, “should", "will”or similar expressions. These forward-looking statements are subject to a number of risks and uncertainties, many of which arebeyond our control, which could cause our actual results to differ materially from such statements. These statements are basedon management’s best assumptions and beliefs in light of the information currently available to them. These forward-lookingstatements are only predictions based upon our current expectations and views of future events and developments and are subjectto risks and uncertainties that are difficult to predict because they relate to events and depend on circumstances that will occurin the future. Factors, including risks and uncertainties that could cause these differences include, but are not limited to:1) our strategy is subject to various risks and uncertainties and 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 pursuebusiness opportunities or otherwise grow our business; 2) general economic and market conditions, general public health conditions(including its impact on our supply chains) and other developments in the economies where we operate, including the timeline forthe deployment of 5G and our ability to successfully capitalize on that deployment; 3) competition and our ability to effectivelyand profitably invest in existing and new high-quality products, services, upgrades and technologies and bring them to marketin a timely manner; 4) our dependence on the development of the industries in which we operate, including the cyclicality andvariability of the information technology and telecommunications industries and our own R&D capabilities and investments;5) our dependence on a limited number of customers and large multi-year agreements, as well as external events impacting our customersincluding mergers and acquisitions and the possibility of our customers awarding business to our competitors; 6) our ability tomaintain our existing sources of intellectual property-related revenue through our intellectual property, including through licensing,establishing new sources of revenue and protecting our intellectual property from infringement; 7) our ability to manage and improveour financial and operating performance, cost savings, competitiveness and synergies generally, expectations and timing aroundour ability to recognize any net sales and our ability to implement changes to our organizational and operational structure efficiently;8) our global business and exposure to regulatory, political or other developments in various countries or regions, includingemerging markets and the associated risks in relation to tax matters and exchange controls, among others; 9) our ability to achievethe anticipated benefits, synergies, cost savings and efficiencies of acquisitions; 10) exchange rate fluctuations, as well ashedging activities; 11) our ability to successfully realize the expectations, plans or benefits related to any future collaborationor business collaboration agreements and patent license agreements or arbitration awards, including income to be received underany collaboration, partnership, agreement or arbitration award; 12) Nokia Technologies' ability to protect its IPR and to maintainand establish new sources of patent, brand and technology licensing income and IPR-related revenues, particularly in the smartphonemarket, which may not materialize as planned, 13) our dependence on IPR technologies, including those that we have developed andthose that are licensed to us, and the risk of associated IPR-related legal claims, licensing costs and restrictions on use; 14)our exposure to direct and indirect regulation, including economic or trade policies, and the reliability of our governance, internalcontrols and compliance processes to prevent regulatory penalties in our business or in our joint ventures; 15) our reliance onthird-party solutions for data storage and service distribution, which expose us to risks relating to security, regulation andcybersecurity breaches; 16) inefficiencies, breaches, malfunctions or disruptions of information technology systems, or our customers’security concerns; 17) our exposure to various legal frameworks regulating corruption, fraud, trade policies, and other risk areas,and the possibility of proceedings or investigations that result in fines, penalties or sanctions; 18) adverse developments withrespect to customer financing or extended payment terms we provide to customers; 19) the potential complex tax issues, tax disputesand tax obligations we may face in various jurisdictions, including the risk of obligations to pay additional taxes; 20) our actualor anticipated performance, among other factors, which could reduce our ability to utilize deferred tax assets; 21) our abilityto retain, motivate, develop and recruit appropriately skilled employees; 22) disruptions to our manufacturing, service creation,delivery, logistics and supply chain processes, and the risks related to our production sites; 23) the impact of litigation, arbitration,agreement-related disputes or product liability allegations associated with our business; 24) our ability to re-establish investmentgrade rating or maintain our credit ratings; 25) our ability to achieve targeted benefits from, or successfully implement plannedtransactions, as well as the liabilities related thereto; 26) our involvement in joint ventures and jointly-managed companies;27) the carrying amount of our goodwill may not be recoverable; 28) uncertainty related to the amount of dividends and equityreturn (if any) we are able to distribute to shareholders for each financial period; 29) pension costs, employee fund-relatedcosts, and healthcare costs; 30) our ability to successfully complete and capitalize on our order backlogs and continue convertingour sales pipeline into net sales; 31) risks related to undersea infrastructure; and 32) the scope and duration of the COVID-19impact on the global economy and financial markets as well as our customers, supply chain, product development, service delivery,other operations and our financial, tax, pension and other assets, and the shape of the economic recovery following the pandemicas well as the risk factors specified in our 2019 annual report on Form 20-F published on March 5, 2020 under "Operatingand financial review and prospects-Risk factors" as supplemented by the form 6-K published on April 30, 2020 under the header “Risk Factors” and in our other filings or documents furnished with the U.S. Securities and Exchange Commission. Otherunknown or unpredictable factors or underlying assumptions subsequently proven to be incorrect could cause actual results to differmaterially from those in the forward-looking statements. We do not undertake any obligation to publicly update or revise forward-lookingstatements, whether as a result of new information, future events or otherwise, except to the extent legally required.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Nokia Corporation, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.