6-K
NOKIA CORP (NOK)
6-K
2026-03-05
For: 2026-03-05
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
Report on Form 6-K dated March 5, 2026
(Commission File No. 1-13202)
Nokia Corporation
Karakaari 7
FI-02610 Espoo
Finland
(Translation of the registrant’s name into English and address of registrant’s principal executive
office)
| Indicate<br> by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: | |
|---|---|
| Form 20-F: x | Form 40-F: ¨ |
Enclosures:
| · | Stock exchange release: Nokia has published its Nokia in 2025 Annual Report<br>and filed its Annual Report on Form 20-F for 2025 |
|---|---|
| · | Nokia in 2025 Annual Report – Filed as Exhibit 99.1 |
| --- | --- |
| · | Nokia Corporate Governance Statement 2025 – Filed as Exhibit 99.2 |
| --- | --- |
| · | Nokia Remuneration Report 2025 – Filed as Exhibit 99.3 |
| --- | --- |
| Stock<br>exchange release | 1 (1) |
| --- | --- |
| 5 March 2026 |
Nokia Corporation
Stock Exchange Release
5 March 2026 at 18:30 EET
Nokia has published its Nokiain 2025 Annual Report and filed its Annual Report on Form 20-F for 2025
Espoo, Finland – Nokia has today published its Nokia in 2025 Annual Report, which includes audited financial statements, the annual review by the Board of Directors, including the Sustainability Statement, Nokia’s Corporate Governance Statement and the Remuneration Report for the governing bodies for 2025. Additionally, Nokia has filed its Annual Report on Form 20-F for 2025 with the U.S. Securities and Exchange Commission.
The Nokia in 2025 Annual Report and the Annual Report on Form 20-F will be available in PDF format at www.nokia.com/financials. The corporate governance statement will be available also at https://www.nokia.com/we-are-nokia/leadership-and-governance/ and the Remuneration Report at https://www.nokia.com/about-us/company/leadership-and-governance/remuneration/.
The financial statements are also published in XHTML format in accordance with the European Single Electronic Format (ESEF) reporting requirements. In accordance with ESEF requirements, the consolidated financial statements are marked with iXBRL tags. The audit firm Deloitte Oy has provided an independent auditor’s report on Nokia’s ESEF financial statements based on a reasonable assurance engagement it has performed in accordance with International Standard on Assurance Engagements (ISAE) 3000. The ESEF financial statements in Finnish are available in the zip file attached to this release and at https://www.nokia.com/about-us/investors/results-reports/.
Nokia’s Sustainability Statement is published as part of the annual review by the Board of Directors. The Statement is prepared in accordance with European Union Corporate Sustainability Reporting Directive (CSRD), the European sustainability reporting standards as referred to in Chapter 7 of the Finnish Accounting Act, and Article 8 of the EU Taxonomy Regulation. It has been subject to limited assurance by Deloitte Oy, who has provided an Assurance report in accordance with International Standard on Assurance Engagements ISAE 3000 (revised).
About Nokia
Nokia is a global leader in connectivity for the AI era. With expertise across fixed, mobile, and transport networks, we’re advancing connectivity to secure a brighter world.
Inquiries:
Nokia Communications
Phone: +358 10 448 4900
Email: press.services@nokia.com
Maria Vaismaa, Vice President, Corporate Communications
Nokia
Investor Relations
Phone: +358 931 580 507
Email: investor.relations@nokia.com
www.nokia.com
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.
| Date: March 5, 2026 | Nokia Corporation |
|---|---|
| By: | /s/ Johanna Mandelin |
| --- | --- |
| Name: | Johanna Mandelin |
| Title: | Vice President, Corporate Legal |
Exhibit 99.1
| Nokia in 2025 | |
|---|---|
| In this report<br>Business overview 2<br>Nokia in 2025 3<br>Advancing connectivity to secure a brighter world 3<br>Our 2025 highlights 5<br>Interview with our President and CEO 6<br>Our financial performance in 2025 9<br>Our operating model in 2025 10<br>Our business groups 11<br>Strategy 13<br>Our strategy 13<br>Our technology vision 19<br>Customers and partners 21<br>Our customers 21<br>Our supply chain 24<br>Corporate governance 25<br>Corporate governance statement 26<br>Remuneration 47<br>Board review 65<br>Business description 66<br>Board’s review 2025 67<br>Selected financial data 68<br>Operating and financial review 69<br>Sustainability statement 81<br>Shares and shareholders 183<br>Articles of Association 187<br>Risk factors 189<br>Significant subsequent events 193<br>Key ratios 194<br>Alternative performance measures 195<br>Financial statements 198<br>Consolidated financial statements 199<br>Notes to the consolidated financial statements 204<br>Parent Company financial statements 265<br>Notes to the Parent Company financial statements 268<br>Signing of the Annual Accounts, the Review of the Board<br>of Directors and the Sustainability Statement 2025 278<br>Auditor’s report 280<br>Auditor’s ESEF assurance report 284<br>Assurance report on the Sustainability Statement 285<br>Other information 287<br>Use of certain terms 288<br>Forward looking statements 289<br>Glossary 290<br>Investor information 293<br>1 Nokia in 2025 | |
| --- | |
| Nokia in 2025<br>3<br>Advancing connectivity to secure<br>a brighter world<br>3<br>Our 2025 highlights<br>5<br>Interview with our President and CEO<br>6<br>Our financial performance in 2025<br>9<br>Our operating model in 2025 10<br>Our business groups 11<br>Strategy 13<br>Our strategy 13<br>Our technology vision 19<br>Customers and partners 21<br>Our customers 21<br>Our supply chain 24<br>2 Nokia in 2025 | |
| --- | |
| Advancing connectivity to<br>secure a brighter world<br>Nokia has long been trusted to provide the critical network infrastructure<br>the world relies on. Today, our technology is connecting intelligence –<br>powering our customers with advanced connectivity.<br>Telecommunication<br>providers<br>Transforming legacy networks into<br>high performance, secure platforms to<br>meet the rising demands of AI<br>AI & Cloud<br>Delivering advanced optical and IP<br>data center connectivity to power AI<br>computing across continents<br>Mission Critical<br>Enterprise & Defense<br>Connecting the intelligence of<br>machines, devices, and people for<br>secure, AI-enabled operations<br>~€160bn+<br>R&D investments since 2000<br>15/20<br>of the world’s fastest 5G networks use Nokia RAN<br>+4.4bn<br>mobile subscriptions supported by Nokia networks<br>9/10<br>of the top global hyperscalers use Nokia’s<br>optical networks<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>3 Nokia in 2025 | |
| --- | |
| Regional split of<br>employees<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>4 Nokia in 2025<br>Countries of operation<br>~130<br>North America<br>10 000<br>Europe<br>33 000<br>Latin America<br>2 800<br>Greater China<br>7 200<br>Asia Pacific<br>3 900<br>India<br>18 300<br>Middle East & Africa<br>2 800<br>North America<br>Europe<br>Greater China<br>India<br>Asia Pacific<br>Latin America<br>Middle East & Africa<br>Net sales, EURm<br> 19 889<br>Average number of employees in 2025<br>~78 000 | |
| --- | |
| Our 2025 highlights<br>New President and<br>CEO announced<br>February Justin Hotard was announced as<br>Nokia’s new President and CEO, joining us<br>on 1 April. Hotard has more than 25 years’<br>experience with global technology<br>companies, driving innovation, technology<br>leadership and revenue growth. He also<br>possesses vast expertise in the AI and data<br>center markets, which are critical for<br>Nokia’s future growth.<br>Closed acquisition<br>of Infinera<br>February The acquisition of Infinera<br>demonstrated our commitment to providing<br>the infrastructure underpinning the AI<br>supercycle and capturing the demand that<br>comes with it. It also improved the scale of our<br>Network Infrastructure business and allowed<br>us to pick up the pace of innovation to meet<br>the requirements of the AI era.<br>Milestones for Nokia<br>and Nokia Bell Labs<br>May Nokia celebrated its 160th birthday in<br>2025. The company has been through many<br>transformations over that time, but none has<br>been more consequential than the switch to<br>focusing on telecoms in the 1990s. That set us<br>on the path to becoming what we are today: a<br>trusted global provider of secure and advanced<br>connectivity for customers all over the world.<br>We also celebrated the 100th anniversary of<br>the world‑renowned research institution Nokia<br>Bell Labs.<br>State-of-the-art R&D<br>campus in Oulu, Finland<br>September We opened our new, state-of-the-art campus in Oulu, Finland. The campus is the<br>world’s most advanced hub for 5G and 6G<br>radio innovation. On site, 3 000 staff design,<br>test and deliver next-generation networks.<br>Those staff draw on the expertise of a local<br>ecosystem including customers, universities,<br>start-ups, established technology providers<br>and NATO facilities.<br>Announced strategic<br>partnership with NVIDIA<br>October We announced that NVIDIA will<br>invest $1 billion in Nokia as part of a<br>strategic partnership between our two<br>companies. Together the two companies will<br>enable accelerated development and<br>deployment of next generation AI-native<br>mobile networks and AI networking<br>infrastructure.<br>The partnership will add NVIDIA-powered AI-RAN products to Nokia’s industry-leading<br>RAN (radio access networks) portfolio. The<br>announcement marks the beginning of the<br>AI-native wireless era, providing the<br>foundation to support AI-powered<br>consumer experiences and enterprise<br>services at the edge.<br>Together with NVIDIA we will define the next<br>generation of global connectivity.<br>New strategy announced<br>at Capital Markets Day<br>November We welcomed investors and<br>analysts to our Capital Markets Day in New<br>York to share how we are connecting<br>intelligence and accelerating value creation<br>for our customers and investors. At the<br>event Nokia announced a new strategy, as<br>well as a simplified operating model, a new<br>long-term financial target, new strategic<br>KPIs and changes to its Group Leadership<br>Team.<br>Expansion with AI & Cloud<br>2025 We saw real progress in AI & Cloud. We<br>closed and integrated Infinera. We launched<br>new 800G pluggables, delivering excellent<br>optical performance for data centers in a<br>compact, low-power form factor. We<br>expanded our data center switching offer with<br>our new 7220 IXR H6 switching platform,<br>powered by Broadcom's Tomahawk 6 chipset.<br>And we generated EUR 2.4 billion in orders<br>from AI & Cloud customers across the year.<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>5 Nokia in 2025 | |
| --- | |
| How would you characterize Nokia’s<br>financial performance in 2025?<br>Overall, our performance was solid and in line with expectations.<br>We grew net sales by 3%, delivered approximately EUR 2 billion in<br>comparable operating profit(1) in line with guidance, and generated<br>free cash flow(1) of EUR 1.5 billion.<br>Beneath those headline results was disciplined execution. We<br>navigated significant foreign exchange headwinds, successfully<br>closed the Infinera acquisition, and accelerated growth in AI &<br>Cloud, generating more than EUR 2.4 billion of orders from this<br>customer segment. Our strong cash generation allowed us to<br>further strengthen the balance sheet, invest in growth, and fund<br>our dividend.<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>6 Nokia in 2025<br>Interview<br>with our<br>President<br>and CEO<br>(1) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the<br>most directly comparable IFRS measures, refer to the “Alternative performance<br>measures” section. | |
| --- | |
| What drove performance across the portfolio?<br>Within Network Infrastructure, we saw strong growth in Optical<br>Networks, solid performance in IP Networks, and stable results<br>in Fixed Networks as we repositioned the portfolio. The<br>integration of Infinera strengthened our competitive position,<br>particularly with AI & Cloud customers, and increased our<br>market share in North America.<br>Cloud and Network Services performed well, growing faster<br>than the market and improving profitability. Mobile Networks<br>showed signs of stabilization but remained below our long-term expectations, and we are sharpening execution<br>accordingly. Nokia Technologies executed well with a slight<br>increase in our contracted net sales run-rate to EUR 1.4 billion<br>and delivered net sales of EUR 1.5 billion with strong<br>profitability and cash generation.<br>What strategic actions shaped the year?<br>2025 was about setting the strategy for where we see the<br>business going, and aligning the company accordingly. During<br>the year, we repositioned Nokia to sharpen execution and<br>focus on where we see the greatest long-term opportunities.<br>These changes were designed to increase our organizational<br>clock speed by reducing complexity and accelerating decision-making.<br>At our Capital Markets Day in November, we introduced our<br>new strategy to position Nokia to lead in the AI-driven<br>transformation of networks and capture the value of the AI<br>supercycle. We simplified our operating model and reorganized<br>our business into two primary operating segments — Network<br>Infrastructure and Mobile Infrastructure — to better align to<br>customer needs and accelerate innovation as demand for<br>advanced connectivity increases. This reorganization took<br>effect as of 1 January 2026.<br>We also identified several businesses that, while attractive, are<br>not core to our strategy and decided to move them into<br>Portfolio Businesses to improve performance and explore<br>strategic alternatives.<br>We strengthened our position with telecommunication<br>providers, accelerated expansion in AI & Cloud, grew in mission<br>critical enterprise, and moved our defense activities into a<br>dedicated unit for incubation.<br>What are you doing to make<br>Nokia easier to work with?<br>There are three elements. It starts and ends with the customer.<br>First, as part of our simplified operating model, we established<br>a unified Global Sales and Customer Operations organization<br>for our telecommunication providers and mission critical<br>enterprise customers, while maintaining deep focus on AI &<br>Cloud within Network Infrastructure. The result is clearer<br>accountability and a simpler engagement model.<br>Second, we strengthened our partnerships — both go-to-market and strategic technology partnerships. Our collaboration<br>with NVIDIA to build AI-native networks starting with AI-RAN<br>reflects our approach: focus our innovation where we<br>differentiate, and partner with best-of-breed leaders elsewhere.<br>Third, we simplified internally by consolidating functions,<br>eliminating overlaps, clarifying accountability, and reinforcing<br>functional excellence. This aligns with our Team Nokia culture<br> — clear roles, shared objectives, and collective focus on<br>delivering innovation that creates value for our customers.<br>How is AI & Cloud demand affecting Nokia’s<br>growth, and why does Nokia have a right to win?<br>AI & Cloud represent the leading edge of the AI supercycle.<br>Early applications are driving substantial infrastructure<br>investment in data centers and AI factories. We have focused<br>our roadmap, integrated Infinera to strengthen optical<br>capabilities, launched 800G ZR/ZR+ coherent pluggables,<br>invested in new fab capacity for our optical components, and<br>introduced our 7220 IXR platform AI-native architectures.<br>We offer AI & Cloud customers a differentiated alternative built<br>on performance, quality, and deep optical integration. Our<br>vertical integration across hardware and software allows us to<br>optimize power, scale, and reliability — advantages that matter<br>as AI infrastructure expands.<br>AI & Cloud customers are increasingly driving the leading edge<br>of network technology. That positions us to innovate at the<br>forefront and extend those capabilities across<br>telecommunications and enterprise markets. As a result, we<br>are continuing to invest in both our optical and IP networking<br>businesses for long-term growth and scale.<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>7 Nokia in 2025<br> “Nokia changed the world once<br>by connecting people. Now we<br>can change it again by<br>connecting intelligence.”<br>Justin Hotard<br>President and CEO | |
| --- | |
| How are you approaching capital<br>allocation and investment discipline?<br>Our capital allocation principles remain consistent: invest<br>organically where returns are highest, complemented by<br>disciplined M&A and targeted minority investments.<br>Under our strategy, we are increasing investment in Optical<br>Networks and IP Networks, investing selectively in<br>differentiation within Mobile Infrastructure — including cloud-native core, AI-native networks, and 6G — and reducing<br>exposure to lower-growth areas. We shifted from broad venture<br>funding to more targeted strategic minority investments.<br>At the same time, we remain committed to financial discipline<br>and shareholder returns, including the proposed EUR 0.14 per<br>share distribution.<br>What are your priorities for 2026 and beyond?<br>Our new strategy outlines five strategic priorities: accelerating<br>growth in AI & Cloud; leading in AI-native networks and 6G;<br>growing through co-innovation; deploying capital where we<br>differentiate; and unlocking sustainable returns.<br>Within that framework, I see three critical areas of focus for 2026.<br>First, capturing growth in Network Infrastructure, particularly<br>with AI & Cloud customers, while improving profitability in<br>Fixed Networks.<br>Second, improving gross margin, segment operating profit,<br>and cash flow in Mobile Infrastructure. While this is not a<br>structural growth market near-term, it should deliver<br>consistent returns while we invest in long-term technology<br>leadership for AI-native networks and 6G.<br>Third, driving efficiency and productivity across the company.<br>This includes disciplined cost management, embedding a<br>culture of continuous improvement, and investing in AI<br>internally to simplify processes, increase automation, and<br>accelerate time-to-value from R&D.<br>Delivering on these priorities is how we create long-term value<br>for our shareholders.<br>Do you view culture as a performance driver?<br>Absolutely. Nokia is a company built from multiple<br>transformations over time, and building a unified culture is<br>essential. We are doing this by engaging our leaders and our<br>entire employee base, so their voice is a part of our cultural<br>evolution and values.<br>Team Nokia means clear accountability, empowerment, and<br>shared objectives. It also means clear ownership and disciplined<br>follow-through, so that decisions translate into results. We are<br>making sure every employee understands how their goals and<br>actions connect directly to Nokia’s overall strategy.<br>We are reinforcing agility, continuous learning, and streamlined<br>processes so that innovation translates into measurable<br>performance and value for our customers and shareholders<br>and growth opportunities for our employees.<br>How do you see the outlook for 2026?<br>In financial terms, we target EUR 2.0 to 2.5 billion of<br>comparable operating profit(1) in 2026. We expect continued<br>strong demand trends in Network Infrastructure as we ramp<br>new products expanding our presence in AI & Cloud and invest<br>for long-term growth. In Mobile Infrastructure, we see a stable<br>market environment and are focused on efficiency and<br>improving profitability.<br>Overall, our objective in 2026 is to demonstrate clear progress<br>toward the long-term targets we set at our Capital Markets Day.<br>As you reflect on your first year as CEO,<br>how do you view Nokia’s direction?<br>2025 was my first year as CEO, and it was a year of decisive<br>action. We clarified our strategy, simplified the company, and<br>made changes to the leadership team to align accountability with<br>our strategic priorities and strengthen execution. I’m encouraged<br>by how the leadership team has stepped up during this transition<br>and how quickly we are operating as a unified group.<br>I am proud of the progress Team Nokia has made, and I want to<br>thank the entire team for their focus and commitment.<br>I also want to thank the Board, and in particular our Board Chair<br>Sari Baldauf — who has decided to step down — for her<br>leadership and support during this transition. I look forward to<br>continuing to work closely with the Board as we execute our<br>strategy and unlock Nokia’s full potential.<br>Nokia changed the world once by connecting people. Now we<br>can change it again by connecting intelligence.<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>8 Nokia in 2025<br>(1) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures<br>to the most directly comparable IFRS measures, refer to the “Alternative<br>performance measures” section. | |
| --- | |
| Our financial performance in 2025<br>Our performance in 2025 was a solid foundation for the launch of a new strategy that will position<br>Nokia to lead network transformation in the AI era and support long-term profitable growth.<br>Net sales (EURm)<br>2023 2024 2025<br>0<br>5 000<br>10 000<br>15 000<br>20 000<br>25 000<br>Operating profit (EURm)<br>2023 2024 2025<br>0<br>500<br>1 000<br>1 500<br>2 000<br>Free cash flow (EURm)(1)<br>2023 2024 2025<br>0<br>500<br>1 000<br>1 500<br>2 000<br>2 500<br>Earnings per share (EUR)(2)<br>2023 2024 2025<br>0.00<br>0.07<br>0.14<br>0.21<br>0.28<br>0.35<br>Proposed dividend per share (EUR)(3)<br>2023 2024 2025<br>0.00<br>0.03<br>0.06<br>0.09<br>0.12<br>0.15<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>9 Nokia in 2025<br> €4.9bn<br>R&D investments in 2025<br> €2.1bn<br>Dividends paid since 2023<br>(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.<br>(2) Diluted earnings per share for continuing operations.<br>(3) The Board of Directors proposes to the Annual General Meeting 2026 to be authorized to decide in its discretion on the distribution of an aggregate maximum of EUR 0.14 per share as<br>dividend from the retained earnings and/or as assets from the reserve for invested unrestricted equity.<br>27%<br>Reduction of total GHG<br>emissions (scopes 1, 2, 3)<br>from a 2019 base year<br> €1.6bn<br>Shares repurchased since 2023<br>150+<br>Countries served with<br>Nokia connectivity | |
| --- | |
| Our operating model in 2025<br>In 2025, Nokia operated with four business groups as outlined below.<br>In November 2025, alongside the launch of its new strategy, Nokia announced that it would simplify its operating model into two<br>primary operating segments, Network Infrastructure and Mobile Infrastructure. This simplification took effect on 1 January 2026<br>with the new structure described on page 18.<br>Network Infrastructure<br>Network Infrastructure delivers optical<br>transport, IP routing and switching, and fixed<br>access technology for telecommunication<br>providers, mission critical enterprise and AI &<br>Cloud customers.<br>Segment net sales (EURm)<br>+23%<br>6 917<br>6 518<br>7 986<br>2023<br>2024<br>2025<br>Segment operating margin<br>-190 bps<br>14.7%<br>11.7%<br>9.8%<br>2023<br>2024<br>2025<br>Cloud and Network Services<br>Cloud and Networks Services provides open,<br>secure, automated and scalable software that<br>accelerates our customers’ journeys to<br>autonomous networks and new value creation.<br>Segment net sales (EURm)<br>+1%<br>2 728<br>2 589<br>2 606<br>2023<br>2024<br>2025<br>Segment operating margin<br>+500 bps<br>7.1%<br>8.0%<br>13.0%<br>2023<br>2024<br>2025<br>Mobile Networks<br>Mobile Networks creates high-performance<br>products and services that support advanced<br>connectivity across all 3GPP mobile<br>technology generations, enabling a seamless<br>evolution to future technologies.<br>Segment net sales (EURm)<br>-4%<br>10 289<br>8 158<br>7 806<br>2023<br>2024<br>2025<br>Segment operating margin<br>-270 bps<br>7.6%<br>5.5%<br>2.8%<br>2023<br>2024<br>2025<br>Nokia Technologies<br>Nokia Technologies is responsible for<br>managing Nokia’s patent portfolio and<br>monetizing Nokia’s intellectual property,<br>including patents and technologies.<br>Segment net sales (EURm)<br>-22%<br>1 085<br>1 928<br>1 501<br>2023<br>2024<br>2025<br>Segment operating margin<br>-790 bps<br>67.6%<br>78.5%<br>70.6%<br>2023<br>2024<br>2025<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>10 Nokia in 2025 | |
| --- | |
| Our business groups<br>Network<br>Infrastructure<br>Network Infrastructure provides reliable, high-performing,<br>trusted solutions that power everything from everyday<br>communications to AI and essential mission critical systems.<br>Network Infrastructure delivered net sales of<br>EUR 8.0 billion in 2025 with a segment<br>operating margin of 9.8%.<br>We deliver industry-leading optical, IP, fixed<br>and data center networking solutions to<br>telecommunication providers, AI & Cloud<br>customers, mission critical enterprises,<br>wholesalers and public sector organizations.<br>Our trusted, purpose-built connectivity<br>solutions power the internet, drive the global<br>economy, and support the mission critical<br>industries that keep the world running.<br>Optical Networks<br>Optical is a critical component of the<br>infrastructure required to support AI at scale,<br>and we are investing with a long-term view. We<br>see rapid adoption of high-speed optical<br>transmission technology including 1.2T/1.6T<br>coherent transponders and 800G coherent<br>pluggables that can drive down cost, space, and<br>power per bit. The demand for 800G pluggables<br>is challenging the industry's supply chain. Our<br>focus is on driving market share gains across the<br>portfolio, building on our number two global<br>market position(1), increasing our presence in AI &<br>Cloud and taking steps to address new emerging<br>intra-data center component opportunities.<br>IP Networks<br>IP Networks continued to lead in its sector,<br>holding the number one global position in IP<br>edge routing(2). Key priorities for the business<br>include expanding our presence in data center<br>networks and driving growth in the mission<br>critical enterprise segment. We saw<br>encouraging proof points in the second half of<br>2025 for our data center business, with a<br>number of significant design wins and<br>increased order intake.<br>Fixed Networks<br>Fixed Networks focuses on advancing fiber<br>technologies by leading in residential Passive<br>Optical Networks (PON), innovating chipsets<br>and platforms, leveraging AI and automation<br>to increase margins, and expanding PON into<br>new sectors such as enterprises and data<br>centers. Continued innovation leadership in<br>next generation PON technologies, such as<br>10G, 25G, and 50G, enabled Fixed Networks to<br>sustain its global number one position in xPON<br>OLT for the sixth consecutive year. The<br>business is also number one in 10G (XGS PON)<br>ONT/OLT, underscoring its strength in high-speed fiber connectivity solutions(1)<br>.<br>(1) Omdia and Dell’Oro Q3’25<br>(2) Dell’Oro Q3'25<br>Cloud and<br>Network Services<br>Cloud and Network Services delivers open, secure, automated,<br>and scalable software that accelerates our customers’ journey<br>to autonomous networks and new value creation.<br>Cloud and Network Services (CNS) delivered<br>net sales of EUR 2.6 billion, with a segment<br>operating margin of 13.0%.<br>Cloud and Network Services’ portfolio includes<br>Core Network software, which is made up of<br>voice core, packet core, subscriber data<br>management, and signaling and policy<br>software for telecommunication providers.<br>The CNS portfolio also includes Autonomous<br>Network software which is made up of a<br>software fabric (called Autonomous Network<br>Fabric) that supports digital operations,<br>analytics and AI, and security software. CNS<br>customers include the largest<br>telecommunication providers and mission<br>critical enterprises in the world.<br>Telecommunication investments remained<br>stable in 2025 with providers focusing on 5G<br>expansion while investing in automation and AI<br>to optimize their networks, reduce costs, and<br>improve sustainability. Monetization of 5G<br>investments also remained a top priority<br>among the larger providers.<br>In Core Networks, we hold a leading position in<br>the telecommunications market, with our<br>technology present in 65% of<br>telecommunication providers’ 5G SA<br>networks. Omdia has ranked us number one in<br>portfolio competitiveness, Core SaaS, cloud-native readiness, automation, and 5G deals,<br>with the highest number of 5G SA core<br>operator customers and live deployments<br>worldwide. We have achieved our position by<br>being early to invest in cloud innovation,<br>containerization, multi-cloud support, and<br>flexible deployment options.<br>In Autonomous Networks, we are a market<br>leader across various domains: ranked number<br>one in both AI Ops and Cross-Domain Service<br>Orchestration and number two in Network<br>Automation Software by Appledore; number<br>one in Automated Assurance and a leader in<br>Service Assurance by Analysys Mason; an<br>innovation leader in Telco Extended Detection<br>and Response (XDR) security by GigaOm; and a<br>Leader and Top Innovator for Telco API<br>platforms by ABI Research.<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>11 Nokia in 2025 | |
| --- | |
| Our business groups<br>Mobile<br>Networks<br>Mobile Networks creates high-performing products and<br>services that support advanced connectivity across all 3GPP<br>mobile technology generations.<br>Mobile Networks delivered net sales of EUR<br>7.8 billion in 2025 with a segment operating<br>margin of 2.8%.<br>Mobile Networks’ portfolio included products<br>for radio access networks (RAN) and<br>microwave radio for transport, network<br>management and a range of associated<br>services. We serve telecommunication<br>providers and mission critical enterprises,<br>including the defense sector and<br>governments. The demand environment was<br>largely stable in 2025.<br>In 2025, we reinforced our position as a global<br>RAN supplier, delivering the fastest 5G in 15 of<br>the 20 fastest 5G countries. Analyst firms like<br>Dell’Oro and Omdia ranked Nokia third in<br>global Mobile RAN market share for the first<br>three quarters.<br>By the end of the year, we had 408<br>commercial 5G agreements across key regions<br>and over 1 000 private wireless customers. In<br>2024 - 2025, we gained 18 new<br>telecommunication customers, seven of which<br>joined in 2025, expanded RAN market share<br>with 18 customers, and saw 13 existing<br>customers upgrade to 5G technologies.<br>Nokia has set itself apart from competitors by<br>pioneering AI-powered radio access networks<br>(AI-RAN) solutions in partnership with NVIDIA.<br>As the first supplier to introduce commercial-grade AI-RAN products for 5G-Advanced and<br>6G networks, we leverage the NVIDIA ARC-Pro<br>accelerated computing platform to evolve our<br>Cloud RAN into a Cloud AI-RAN solution, and in<br>our AirScale RAN solutions. The upcoming AI-RAN capacity plug-in unit for Nokia AirScale<br>baseband will be optimized for AI-native<br>traffic, allowing customers to capture greater<br>opportunities in the AI-driven market cycle.<br>T-Mobile U.S. is partnering with Nokia and<br>NVIDIA to drive and test AI-RAN technologies<br>within its commercial network. We are also<br>collaborating with NVIDIA on AI-RAN<br>innovation with SoftBank in Japan and Indosat<br>Ooredoo Hutchison in Indonesia. Additionally,<br>with KDDI in Japan, we are researching AI-RAN’s practical applications and architectures<br>for future commercial viability.<br>Building on the achievements of 2025 and<br>embracing AI-driven networks and next-generation 5G-Advanced and 6G, we are well<br>positioned to anticipate industry needs and<br>shape the future of global connectivity.<br>Nokia<br>Technologies<br>Nokia Technologies conducts research and standardization,<br>protects our investments by securing patents, and enables<br>other companies to build on our innovation through licensing.<br>Nokia Technologies delivered net sales of EUR<br>1.5 billion, with a segment operating profit of<br>EUR 1.1 billion.<br>We continued to diversify our revenue pools<br>with further progress in our expansion areas,<br>including automotive, consumer electronics,<br>Internet of Things (IoT), and multimedia<br>services. In addition, we continued to invest in<br>our portfolio to future-proof our business.<br>Nokia has led wireless and multimedia<br>innovation for over 30 years, building one of<br>the industry’s largest high-quality patent<br>portfolios with more than 26 000 families,<br>including over 8 000 essential to 5G. Our<br>inventions range from AI and machine learning<br>for 5G-Advanced and 6G, to environmental<br>sustainability solutions, Multi-RAT Spectrum<br>Sharing, MIMO, and quantum security.<br>The business group shares Nokia’s technology<br>with a wide range of industries by licensing our<br>foundational wireless and multimedia<br>innovations. We have dedicated patent<br>licensing programs for mobile devices,<br>consumer electronics, IoT devices and<br>solutions, automotive, and multimedia<br>services.<br>The strength of our assets has made it<br>possible for us to successfully secure the vast<br>majority of our patent licensing agreements<br>without resorting to litigation. This solid<br>foundation also enables us to establish new<br>markets through pioneering agreements.<br>Whenever a device connects to a mobile<br>network or streams video, it’s powered by<br>Nokia’s technology. Our inventions are<br>integrated into more than a billion new devices<br>worldwide each year. They power entire<br>industries, enabling smartphones, laptops,<br>smart TVs, connected cars, smart home<br>appliances, video streaming platforms, and a<br>wide range of AR/VR applications.<br>Building on the strong performance of our<br>smartphone renewals and the momentum in<br>our expansion areas, we are well positioned<br>for continued stability. We have secured<br>annual contracted recurring revenue of over<br>EUR 800 million through 2030, providing a<br>healthy foundation for future success. Our<br>licensing programs in our expansion areas of<br>automotive, consumer electronics, IoT and<br>multimedia now contribute an annual revenue<br>run-rate of more than EUR 200 million.<br>Contents<br>Business overview<br> • Nokia in 2025<br>Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>12 Nokia in 2025 | |
| --- | |
| n<br>Our strategy<br>Connecting<br>intelligence:<br>Powering<br>the AI era<br>We are in the middle of an AI<br>supercycle, a technology revolution in<br>which multiple waves of innovation will<br>build on each other.<br>As intelligence moves beyond the data center and into the<br>physical world the AI supercycle will transform how devices<br>interact, how industries operate, and how people live and<br>experience technology. This represents a moment of<br>disruption in which new leaders can emerge and substantial<br>new value can be created.<br>As the trusted western provider of secure and advanced<br>connectivity, our technology is powering the AI supercycle.<br>From fixed to mobile infrastructure we are developing<br>technology that accelerates value for our customers.<br>Significant value creation opportunity in the AI supercycle<br>Large AI supercycle<br>market opportunity<br>A strong innovation<br>roadmap<br>Key wins validating<br>strategic milestones<br> €60bn €4.9bn ~€2.4bn<br> ‘28 SAM, 9% CAGR(1) R&D investments in 2025 YTD AI & Cloud orders up 3X(2)<br>(1) Serviceable addressable market. Nokia, analyst reports, excluding China/Russia;<br>(2) YTD 2025 including Infinera from 1 January 2025. AI & Cloud includes AI and data center customers, neocloud, sovereign cloud,<br> Tier 2/3 cloud providers.<br>Contents<br>Business overview<br>Nokia in 2025<br> • Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>13 Nokia in 2025 | |
| --- | |
| Our strategy evolution during 2025<br>Infinera acquisition<br>Nokia announced its intent to acquire Infinera, a leader in<br>optical networking solutions and advanced optical<br>semiconductors, on 26 June 2024 and the acquisition was<br>completed on 28 February 2025. Nokia acquired Infinera for a<br>purchase consideration of EUR 2.5 billion as described in more<br>detail on page 258. The transaction was aligned with Nokia’s<br>strategic direction and aimed to provide three primary strategic<br>benefits:<br>1. Increased scale in Optical Networks: The combination of<br>Nokia’s existing optical portfolio with Infinera’s has<br>created a business with the scale to better compete on all<br>fronts with the market leaders, and over time, improve<br>the operating margin and returns generated in the<br>business.<br>2. Expanded presence in North America: Nokia’s Optical<br>Networks business before the acquisition had a strong<br>position in many regions but the notable weakness was in<br>North America. This was the region of strength for Infinera<br>and the acquisition was highly complementary and creates a<br>stronger global presence.<br>3. Strengthened position in AI & Cloud: Nokia had only limited<br>presence in supplying the hyperscalers or even the broader AI &<br>Cloud markets. Infinera already had deep engagement with<br>hyperscalers and has built on that post acquisition.<br>Nokia moved quickly after the completion of the acquisition to<br>integrate the business. Within just over a month of closing the<br>acquisition, Nokia communicated to customers how the product<br>portfolio would evolve. The commercial momentum of the<br>combined optical business was strong through the rest of 2025.<br>Leadership transition<br>In February, Nokia announced a leadership transition that would<br>see Justin Hotard appointed as President and CEO, succeeding<br>Pekka Lundmark, with the change taking effect on 1 April 2025.<br>Following the leadership transition, Nokia entered a period of<br>strategic assessment. From the start the focus was on capital<br>allocation to ensure Nokia is investing sufficiently in the key<br>growth opportunities in the business but also driving for<br>efficiency across the organization.<br>While some conclusions of that process were already announced<br>earlier, Nokia’s new strategy was then fully communicated at<br>the Capital Markets Day in November 2025. The following pages<br>outline the strategy Nokia began implementing through 2025<br>and will focus on executing in 2026 and beyond.<br>Capital Markets Day 2025<br>On 19 November 2025, during our Capital Markets Day, we<br>announced our new strategy to position Nokia to lead in the AI-driven transformation of networks and capture the value of the<br>AI supercycle. It laid out how we would take the lead in<br>connecting intelligence by becoming faster, more agile, more<br>focused and more execution-driven. Going forward we will be<br>guided by five strategic priorities: ▪ Accelerate growth in AI & Cloud ▪ Lead the next era of mobile connectivity with AI-native<br>networks and 6G<br> ▪ Grow by co-innovating with customers and partners ▪ Focus capital where Nokia can differentiate ▪ Unlock sustainable returns<br>To execute on our new strategic direction, we have simplified<br>Nokia’s operating model, effective from 1 January 2026. Nokia<br>has moved from four business groups to two primary operating<br>segments: Network Infrastructure and Mobile Infrastructure.<br>This simplification will streamline our organization, allowing us<br>to accelerate innovation, unlock operating leverage and move<br>faster.<br>Our ways of working will also change in order to reinforce our<br>strategic priorities. Going forward we are prioritizing clear roles,<br>accountability and the empowerment needed to execute at<br>pace. This will help us move faster, make better decisions, align<br>ourselves more closely with customers and focus our attention<br>on where we see the greatest opportunities. This<br>straightforward, cohesive, customer-focused approach has a<br>simple name: Team Nokia.<br>Nokia has already changed the world once. Now we have the<br>opportunity to change it again. This is the new chapter of Nokia:<br>focused, differentiated, trusted and already creating value in<br>the AI era.<br>Contents<br>Business overview<br>Nokia in 2025<br> • Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>14 Nokia in 2025 | |
| --- | |
| Our strategic<br>priorities in action<br>Strategic priority<br>01<br>Accelerate growth in<br>AI & Cloud<br>The AI supercycle is a multi-decade, multi-wave<br>technology transition. We are investing to grow in the<br>parts of our portfolio that power it, from data centers to<br>the intelligent edge. These investments, specifically in<br>Optical Networks and IP Networks, will help us to capture<br>the demand, growth and value that the AI supercycle is<br>generating.<br>Our acquisition of Infinera strengthened our position in<br>optical transport, enabling us to deliver ultra-fast, reliable<br>connectivity for hyperscale data centers and AI workloads.<br>Strategic partnerships with leading technology companies<br>such as NVIDIA, and investments in providers of sovereign<br>AI cloud infrastructure such as Nscale, ensure our<br>solutions are embedded at the heart of global innovation<br>and value creation.<br>AI network demand grid<br>Reliability | <br>Downtime<br>Per‑port peak<br>bandwidth<br>Mobile traffic Latency<br>AI-native Physical AI<br> ▪ Self-driving cars<br> ▪ General robotics<br>Open<br>Trustworthy<br>and secure Perception AI<br> ▪ Speech<br>recognition<br> ▪ Deep RecSys<br> ▪ Medical imaging<br>Generative AI<br> ▪ Digital<br>marketing<br> ▪ Content<br>creation<br>Agentic AI<br> ▪ Coding assistant<br> ▪ Customer service<br> ▪ Patient care<br>Extensible<br>Foundational AI<br> ▪ 2012 AlexNet<br>Contents<br>Business overview<br>Nokia in 2025<br> • Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>15 Nokia in 2025 |
| --- | |
| Strategic priority<br>02 Lead the next era of connectivity<br>with AI-native networks and 6G<br>We’re pioneering trusted, secure, AI-powered networks.<br>Currently, most AI data traffic comes from<br>text-based applications such as large<br>language models (LLMs). In the future, that<br>traffic will become more diverse, based on<br>images, videos and physical devices with<br>embedded AI, such as augmented reality<br>glasses. In addition, AI is shifting network<br>traffic away from the traditional, downlink-heavy model based on consuming content,<br>and towards a more balanced, uplink-and-downlink model based on the creation,<br>interpretation and uploading of data. In the<br>AI supercycle networks must not only carry<br>this AI traffic but also use AI to optimize<br>performance, reliability, and energy<br>efficiency.<br>Our innovations in optical transport, IP<br>switching, and radio hardware and software<br>allow networks to meet these demanding<br>requirements, making it possible to achieve<br>ultra-low latency, massive capacity and<br>extreme scalability. Our AI-RAN partnership<br>with NVIDIA demonstrates our strategic<br>intent, while ongoing research and<br>standardization work mean we are already<br>shaping the qualities and capabilities of 6G.<br>By cloudifying core network functions,<br>collaborating with industry leaders and<br>developing the software that optimizes<br>networks for the reality of AI, we help our<br>customers to scale efficiently and securely<br>as AI traffic grows, agentic AI rolls out and<br>physical AI becomes more commonplace.<br>Strategic priority<br>03 Grow by co-innovating with<br>customers and partners<br>Our best innovations are built together with<br>customers, partners and the broader<br>technology ecosystem. But we want to go<br>further. We will drive co-creation with our<br>ecosystem where customers or partner<br>competencies complement our own, aiming<br>to improve product performance, strengthen<br>our own competitiveness and further<br>differentiate us in a demanding market.<br>Recent examples of this approach include<br>partnership and investment in Nscale for AI<br>cloud infrastructure, and collaboration with<br>NestAI to advance autonomous systems in<br>defense.<br>These initiatives demonstrate our ability to<br>leverage our networking expertise while<br>integrating complementary capabilities from<br>partners.<br>Co-innovation accelerates time-to-market,<br>strengthens customer relationships, and<br>ensures solutions deliver measurable<br>outcomes. Nokia’s recently strengthened<br>partnership with NVIDIA demonstrates these<br>benefits – our largest US customer, T-Mobile<br>US, is an active participant in the<br>partnership, using it to drive and test AI-RAN<br>technologies and use cases.<br>Contents<br>Business overview<br>Nokia in 2025<br> • Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>16 Nokia in 2025<br>From connecting people to connecting intelligence<br>Consumer<br>AI traffic<br>growth<br>Enterprise and<br>industrial AI traffic<br>growth<br>New<br>network<br>demands<br>20%<br>CAGR over the next<br>decade<br>~50%<br>CAGR over the<br>next decade<br> » Uplink intensity increasing<br> » Traffic variability increasing<br> » Latency sensitivity critical Tailored<br>solutions<br>with<br>measurable<br>outcomes<br>Telecommunications,<br>Cloud, Industry,<br>Defense<br>Nokia<br>networking<br>expertise<br>Hyperscalers,<br>Industry Leaders,<br>Enterprises<br>Synergy model<br>16 2 Nokia in 2025 | |
| --- | |
| Strategic priority<br>04 Focus capital where<br>Nokia can differentiate<br>We will invest where we can truly differentiate<br>ourselves from our competitors, ensuring<br>resources are allocated to areas with clear<br>technological leadership and market<br>opportunity.<br>Elsewhere, we will partner with the best in<br>the industry to create more value. With our<br>Core portfolio, for example, we focused on<br>real software differentiation and partnered<br>with companies such as Red Hat instead of<br>building our own cloud stack.<br>We are pulling back from venture fund<br>investing in order to focus on selective and<br>strategic direct minority investments that<br>support or complement our commercial<br>endeavors and strategy to drive market<br>technology leadership.<br>Our strategy also takes account of<br>opportunities to achieve organic growth<br>through R&D, targeted capital expenditure<br>to expand critical capacity, and selective<br>mergers and acquisitions, such as our<br>acquisition of Infinera, that enhance our<br>capabilities in areas where we can lead. The<br>creation of our Portfolio Businesses segment<br>clarifies non-core activities and enables<br>evaluation of alternative ownership models.<br>Strategic priority<br>05 Unlock sustainable<br>returns<br>We will empower Team Nokia, invest in AI-enabled productivity and pursue consistent,<br>durable value for our shareholders.<br>Internally, our focus on operational<br>excellence, portfolio simplification and AI-enabled productivity drives efficiency and<br>profitability across the organization.<br>Capital discipline supports balanced and<br>growing dividends and share buybacks, while<br>performance improvements and cost<br>efficiencies can reinforce market share<br>gains.<br>By executing our strategic priorities, we aim<br>to deliver earnings growth, cash generation<br>and total shareholder returns, further driving<br>innovation and value creation in the<br>technology ecosystem.<br>Contents<br>Business overview<br>Nokia in 2025<br> • Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>17 Nokia in 2025<br>Creating long-term value for shareholders<br>Delivering<br>profit<br>expansion<br>Position Nokia<br>for long-term<br>growth<br>Maintaining<br>disciplined approach<br>to capital allocation<br>Capital allocation: approach and resulting opportunity<br>1<br>Organic investment:<br>R&D and CapEx<br>Focused<br>Near-term profit<br>improvement 2<br>Inorganic investment:<br>M&A and strategic investments Prudent<br>Long-term growth<br>potential<br>3<br>Dividends: recurring, stable<br>and growing over time<br>4<br>Share buybacks: Balanced<br>excess cash return | |
| --- | |
| Framing Nokia’s future<br>Our strategy is clear, focused and<br>positions us to lead. To execute with<br>maximum efficiency, Nokia must align with<br>our customers - how they buy, how they<br>evolve and how they position themselves.<br>To better align with customer needs and accelerate innovation as<br>the AI supercycle increases demand for advanced connectivity,<br>Nokia announced that it would simplify its operating model into<br>two primary operating segments: Network Infrastructure and<br>Mobile Infrastructure. This reorganization took effect as of<br>1 January 2026. During 2025 Nokia still operated under the<br>previous structure as described on page 10.<br>The reorganization recognizes Network Infrastructure as a<br>growth segment, positioned to capitalize on the rapid, global AI<br>and data center build-out while continuing to innovate for its<br>telecommunications customer base. The segment consists of<br>three business units: Optical Networks, IP Networks and<br>Fixed Networks.<br>The new Mobile Infrastructure segment brings together Nokia’s<br>Core Software portfolio, Radio Networks portfolio and Technology<br>Standards, formerly Nokia Technologies. It will be positioned for<br>core and radio-network technology and services leadership to<br>lead the industry towards AI-native networks and 6G.<br>Nokia Defense is being launched as an incubation unit to serve<br>as the central go-to-market and R&D hub for Nokia’s defense<br>portfolio.<br>This new structure gives us the clarity and accountability we<br>need to execute with speed and discipline.<br>Nokia has conducted a thorough review of its business<br>portfolio. This process identified several units which, despite<br>some compelling growth opportunities, are not seen as core to<br>the future of the company’s strategy.<br>Nokia aims to conclude on a future direction for each unit<br>during 2026. During this transition, Nokia’s priority will be to<br>ensure continuity for customers and employees.<br>Portfolio Businesses include the following units:<br> ▪ Fixed Wireless Access CPE<br> ▪ Site Implementation and Outside Plant<br> ▪ Enterprise Campus Edge<br> ▪ Microwave Radio<br>Contents<br>Business overview<br>Nokia in 2025<br> • Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>18 Nokia in 2025<br>Business structure: Two operating segments Our customers Creating long-term value for stakeholders<br>Network Infrastructure<br>Mobile Infrastructure<br>Telecommunication Providers<br>AI & Cloud<br>Mission Critical Enterprise & Defense<br>Technology Licensees<br>Customer focus and co-innovation<br>Embedding greater agility to position Nokia for long-term sales growth<br>Driving profit growth through operational excellence and efficiency<br>Maintain a disciplined approach to capital allocation | |
| --- | |
| Our technology vision<br>Connecting<br>intelligence:<br>Enabling a<br>supercycle<br>LLMs, agents, autonomous vehicles – some of the<br>innovations to have emerged from the first phase of<br>the AI supercycle are already all around us. To fully<br>capture the value of that supercycle we must<br>understand what AI means for connectivity. AI will<br>blur the boundaries of the physical and the digital<br>worlds. The connected landscape will completely<br>change the demands placed on networks.<br>As a trusted Western provider of secure and advanced connectivity,<br>Nokia’s technology is powering the AI supercycle. Our technology<br>provides the infrastructure for AI systems to exchange and process data<br>in real time. This is vital but far from straightforward: the amount of<br>complex and diverse AI-native network traffic is increasing exponentially.<br>Connectivity that hits required KPIs for bandwidth, capacity and latency<br>will become a major value driver for telecommunication providers as data<br>flows both ways between data centers and AI-powered devices,<br>applications and autonomous vehicles.<br>Contents<br>Business overview<br>Nokia in 2025<br> • Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>19 Nokia in 2025 | |
| --- | |
| Enterprises must scale their adoption of AI. This means<br>networks must evolve from delivery channels to integral<br>components of the AI ecosystem. This is true not only to<br>capture opportunities enabled by 5G, but to prepare for 6G and<br>beyond.<br>But while grasping the potential of AI, enterprises also recognize<br>that the infrastructure enabling it must be secure and dependable.<br>Advanced connectivity allows for more devices, machines and<br>distributed systems to plug into networks. This increases the need<br>for trust, security and resilience across entire architectures.<br>Privacy, transparency, accountability and other responsible<br>principles must be prioritized throughout the development,<br>implementation and operation of AI models and tools.<br>For decades, Nokia technologies have driven the digitalization<br>of networks, from analog sound waves to bits, then to packet<br>switched technologies across radio, transport, IP switching<br>domains and the cloud edge. We have peerless visibility across<br>the network, based on unique datasets that allow us to train,<br>inference and fine-tune AI models built specifically for<br>networks.<br>In RAN, we recently reinforced our AnyRAN portfolio by<br>expanding our partnership with NVIDIA, bringing their GPUs into<br>our radio networks and embedding AI-based innovations into<br>the base bands. This brings GPU support to our proven field-hardened software on the AI-RAN platform.<br>In IP routing, our portfolio is built on robust software sitting on<br>top of unique silicon, as well as a comprehensive portfolio of<br>data center switches. We are also leaders in Indium Phosphide<br>photonic integrated circuits, differentiating us from our<br>competitors. In fixed access, we recently launched the world's<br>first 50-gig PON and are getting ready for ultra-fast broadband.<br>In Optical Networks, our innovation in material sciences helps us<br>achieve previously impossible capacities across fiber optical<br>cables, doubling previous throughput and interface<br>performance. Our pluggables give operators and hyperscalers<br>the flexibility and scalability that the AI era demands.<br>Tomorrow’s networks won’t just carry data. They will<br>continuously adapt, protect and improve. AI powers the<br>networks, and the networks power AI. The benefits will be felt by<br>network owners and their customers: businesses, public<br>services and communities, everywhere.<br>Contents<br>Business overview<br>Nokia in 2025<br> • Strategy<br>Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>20 Nokia in 2025<br>Our R&D, standardization, and IP strength<br>Innovation leadership<br>Strong innovation roadmaps and<br>co-innovation with customers<br>and partners.<br>~€160bn €4.9bn<br>R&D investments since 2000 R&D investments in 2025<br>Standards leadership<br>Ecosystem leadership through<br>standardization. Nokia holds key<br>positions across all major<br>standardization and industry<br>groups.<br>8 000+ 6G<br>patent families declared as<br>essential to 5G standards<br>founding member of Next G Alliance<br>and leadership in Hexa-X-II and 6G-ANNA projects<br>Patent leadership<br>Constant renewal of industry-leading portfolio.<br>26 000+<br>patent families with vast majority<br>still in force in ten years’ time<br>Nokia Bell Labs<br>Nokia Bell Labs is one of the world’s premier industrial<br>research labs. Celebrating its centenary in 2025 – the same<br>year as Nokia’s 160th anniversary – it brings together<br>mathematicians, engineers, physicists, programmers and<br>other experts to work on some of technology’s biggest<br>challenges.<br>Nokia Bell Labs researches the fields of network<br>fundamentals, automation, semiconductors and devices, and<br>AI and software systems. Current focus areas include:<br>Physical AI: We are building Physical AI models that can<br>interpret a physical scene in real-time. These models allow<br>users to ask “what is happening now?” and issue natural<br>language commands in a variety of settings; the models will<br>reply with an understanding of the physical world and the<br>people and objects that inhabit it.<br>Space communications: In March 2025, in collaboration with<br>NASA, Intuitive Machines and Lunar Outpost, we deployed the<br>first cellular network on the Moon.<br>AI-native networks and 6G: Throughout 2025 we advanced<br>the 6G ecosystem in multiple domains through co-creation<br>with customers and partners. Work included the exploration of<br>interoperable, multi-vendor AI in wireless networks with<br>Qualcomm Technologies; 6G radio receiver leveraging AI to<br>extend uplink range and enhance coverage with Rohde &<br>Schwarz; and driving innovation in 6G energy efficiency and<br>network resiliency with KDDI Research. | |
| --- | |
| Our customers<br>Delivering<br>value,<br>consistently<br>Nokia’s technology is an essential enabler<br>of the AI supercycle – a revolution that is<br>already reshaping demand from our<br>customers.<br>Our customers are contending with the accelerating growth of<br>AI traffic and the new demands that AI applications are placing<br>on network performance.<br>As a trusted global provider of secure and advanced<br>connectivity, our technology helps our customers capture the<br>opportunities of an AI-enabled future. We also co-create<br>solutions with those customers to make sure our product<br>performance and business competitiveness are second to none.<br>Our customers comprise four broad groups: Telecommunication<br>Providers, AI & Cloud, Mission Critical Enterprise & Defense, and<br>Technology Licensees.Nokia discloses the combination of AI &<br>Cloud providers and Mission Critical Enterprise in the breakdown of<br>sales by customer type on page 209. This section analyzes the<br>current situation with each of those customer groups.<br>Contents<br>Business overview<br>Nokia in 2025<br>Strategy<br> • Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>21 Nokia in 2025<br>Telecommunication<br>providers<br>Telecommunication<br>providers<br>Telecommunication<br>providers<br>70% 70% 15/20<br>of the world’s 5G standalone<br>networks include Nokia core<br>platforms<br>of fiber broadband connections<br>in North America use Nokia<br>networks<br>of the world’s fastest 5G<br>networks rely on our technology<br>AI & Cloud AI & Cloud<br>Mission critical<br>enterprises<br>9/10 100+ 1 000+<br>of the top global hyperscalers<br>use Nokia’s optical networks<br>customer relationships momentum growing in utilities,<br>transportation, public sector,<br>manufacturing and health care | |
| --- | |
| 01Our customers<br>Telecommunication Providers<br>Serviceable addressable market:<br> €69 billion, up 2% year-on-year.<br>Telecommunication providers offer voice and/or data services<br>through fixed and/or mobile connectivity to consumers,<br>enterprises, governments and other customers. To stay<br>competitive, telecommunication providers must unlock new<br>value, improve performance and bring new services to their<br>customers, transforming legacy networks into high performance<br>and secure platforms ready for the demands of the AI supercycle.<br>Nokia estimates that in 2025 our serviceable addressable<br>market (SAM) related to telecommunication providers was EUR<br>69 billion, having increased by 2% from 2024 to 2025, excluding<br>the impact of changes in foreign currency exchange rates. We<br>saw moderate market growth in all segments driven by North<br>America, Middle East, Africa and India.<br>We expect the SAM to grow moderately, at a 1% compound annual<br>growth rate (CAGR) between 2025 and 2028 excluding the impact of<br>changes in foreign currency exchange rates. We expect that fiber, IP<br>routing and optical networks will grow faster than the overall<br>telecommunication provider market, driven by the continuous<br>demand for higher speed access technologies. Meanwhile we expect<br>RAN investments to track the overall telecommunication provider<br>market, as 5G continues to roll out. This rollout will drive growth in<br>software, including 5G Core and all software segments supporting<br>5G operability and monetization. Long term, we expect growth in the<br>RAN market following the rise of AI-enabled devices and the demand<br>for intelligent applications at the edge.<br>Having invested billions in spectrum, access technologies and<br>transport infrastructure in recent years, we expect<br>telecommunication providers to remain focused on the<br>monetization and cost optimization of their assets. They are<br>also considering divesting from passive infrastructure and<br>transitioning towards network sharing models, which might<br>reduce demand for network vendor equipment. We have also<br>seen some telecommunication providers adopt cloud-based<br>operational and business models, which may allow for new<br>market entrants, accelerate innovation and create market share<br>opportunities for technology leaders, including Nokia.<br>02 Our customers<br>AI & Cloud<br>Serviceable addressable market:<br> €17 billion, up 28% year-on-year.<br>AI & Cloud providers are building the physical infrastructure of<br>the AI economy at unprecedented speed. To meet rising demand,<br>they need ultra-high-performance connectivity to deliver high<br>capacity hyperscale connectivity across continents and within the<br>data center. Increasingly, they rely on Nokia to power their AI<br>factories in some of the most complex networks ever seen – nine<br>of the world’s top 10 hyperscalers use Nokia’s optical technology.<br>We estimate that in 2025, Nokia’s SAM related to AI & Cloud<br>providers was EUR 17 billion, having increased by 28%,<br>excluding the impact of changes in foreign currency exchange<br>rates from 2024 to 2025. This was driven by an acceleration of<br>data center networking roll-outs, especially by hyperscalers.<br>Our SAM for AI & Cloud providers consists mainly of optical and<br>IP networks, providing conduits for the data and compute that<br>power AI training and real-time inference. Within optical<br>networks, we expect that data center interconnect will drive<br>strong growth, while the rapid increase in data traffic required<br>by AI & Cloud providers will necessitate the adoption of higher<br>bit rate technologies in IP networks.<br>The largest global AI & Cloud providers are structurally important<br>parts of the telecommunications ecosystem. As well as building the<br>AI factories that enable the AI supercycle, they partner with<br>telecommunication providers to co-locate edge stacks on-premises<br>and they aim to run telecommunications network workloads on<br>their cloud infrastructure. As such, AI & Cloud providers are<br>customers, partners and potential competitors in some areas.<br>We forecast this market to grow at 26% CAGR until 2028, excluding<br>the impact of changes in foreign currency exchange rates.<br>Contents<br>Business overview<br>Nokia in 2025<br>Strategy<br> • Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>22 Nokia in 2025 | |
| --- | |
| 03 Our customers<br>Mission Critical<br>Enterprise & Defense<br>Serviceable addressable market:<br> €13 billion, up 11% year-on-year.<br>Mission critical enterprises are those in which connectivity is a<br>strategic asset helping to deliver persistent connectivity for<br>operations that simply cannot fail. They include public utilities,<br>rail and transportation, emergency services and militaries.<br>Mission critical enterprises demand the best, most reliable, most<br>resilient connectivity on the market, often in challenging<br>locations and situations. From emergency response and grid<br>restoration to real-time train control, they require networks that<br>deliver always-on connectivity across wide and indoor areas,<br>ultra-low latency for instant command and automation, and<br>robust end-to-end security. This is why mission critical<br>enterprises are replacing siloed legacy systems with higher-performance dual-use technologies, such as 5G, which can be<br>optimized for specific use cases while remaining more affordable<br>and delivering higher performance than bespoke technologies.<br>We see defense as a particularly important part of the mission<br>critical enterprise market. Militaries are accelerating their<br>spending, including on robust, resilient and secure<br>communications technologies, especially those that are dual-use. Nokia is a trusted partner to the defense community and<br>an innovation leader in cloud, fixed and wireless networks. We<br>provide best-in-class dual-use technologies that can enhance<br>defense communications and accelerate the digital<br>transformation of defense assets.<br>We estimate that in 2025, Nokia’s SAM related to mission critical<br>enterprises was EUR 13 billion, having increased by 11%,<br>excluding the impact of changes in foreign currency exchange<br>rates from 2024 to 2025. This was driven by strong growth in<br>both Network Infrastructure, especially in data center networks,<br>and Mobile Networks.<br>We forecast this market to grow at 14% CAGR until 2028,<br>excluding the impact of changes in foreign currency exchange<br>rates.<br>04 Our customers<br>Technology<br>Licensees<br>Total revenue: €1.5 billion<br>down 22% year-on-year.<br>Technology licensees are companies that have agreed licenses<br>to use Nokia’s intellectual property in their products. This<br>includes the licensing of Nokia’s industry leading patent<br>portfolio and the licensing of technologies for integration into<br>consumer devices.<br>The vast majority of Nokia Technologies’ revenue comes<br>from patent licensing. We have patent licensing agreements<br>with most of the world’s major smartphone vendors and<br>with most Western car makers.<br>In addition to mobile devices and automotive, we run patent<br>licensing programs for consumer electronics, video services and<br>the wider IoT domain.<br>In total, we have more than 250 licensees across all our<br>programs, including companies like Apple, Samsung, Lenovo,<br>and Mercedes-Benz.<br>Contents<br>Business overview<br>Nokia in 2025<br>Strategy<br> • Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>23 Nokia in 2025 | |
| --- | |
| Our supply chain<br>Trusted relationships<br>Nokia’s diversified and sustainable supply chain is a strategic<br>asset for us, our customers and consumers of connectivity.<br>Our end-to-end operations include sourcing, demand and<br>supply planning, manufacturing, distribution and logistics. In<br>2025, we purchased over EUR 11 billion worth of products and<br>services from around 9 000 suppliers.<br>While the operating environment remained challenging in 2025,<br>we continued to develop risk and cost management capabilities,<br>robust partnerships and a regional approach.<br>Focus on risk and cost management<br>Demand for our products remains volatile, driven by macro-economic conditions and growth in AI & Cloud infrastructure. To<br>address market fluctuations and supply-chain disruptions, we<br>work with customers to develop robust mid- and long-term<br>forecasts, enabling effective risk management, cost-efficiency<br>prioritization and enhanced resilience. Our rigorous inventory-management practices mitigate the risk of excess stock.<br>We continued to develop our risk management capabilities,<br>supported by increased digitalization and automation.<br>Inventories and safety buffers were largely kept upstream on a<br>component level, increasing the flexibility to react to any<br>potential short-term product type changes.<br>Building resilience<br>We continuously optimize our manufacturing, distribution and<br>supplier networks, ensuring several manufacturing sources for<br>key volume products. We also leverage AI capabilities to better<br>develop our supply chain and factory network.<br>Our geographically dispersed manufacturing network consists<br>of both our own manufacturing (4% of the network, based on<br>number of sites) and contract manufacturing partners. Our<br>network is strategically located around the world, and each year<br>our spending percentage varies depending on regional demand.<br>In 2025, our spend spread was: Europe 28%, Asia Pacific,<br>Japan/India 44%, China 16% and the Americas 12%.<br>The Infinera acquisition gave Nokia the capability to build key<br>optical semiconductor components with its internal Indium<br>Phosphide (InP) wafer fab capability in California, US. InP<br>components are a key element of Optical transceivers and<br>transponders. Having capability in-house derisks a critical<br>element of our supply chain. In addition, Nokia has a site for the<br>advanced packaging and testing of these components.<br>Sustainability enablement and innovation<br>We expect suppliers to follow our Third-party Code of Conduct<br>and Nokia Supplier Requirements. These cover topics such as<br>environment, responsible minerals and modern slavery and are<br>embedded in our due-diligence and supplier support efforts.<br>In 2025, we implemented 788 supply chain audits. The findings<br>and corrective actions give us confidence that we are reducing<br>risks related to safety, labor and human rights. We established a<br>Sustainability criteria in our Supply Chain Finance framework,<br>benefitting suppliers with strong sustainability performance.<br>We are committed to cutting 50% of our absolute scope 1, 2<br>and 3 greenhouse gas emissions by 2030. We are also<br>committed to overall net-zero by 2040 across our value chain.<br>In 2025, we reached a 100% share of renewable electricity in<br>our own factories.<br>We have increased recycled content in mechanical parts and aim<br>to reach at least 50% recycled aluminum, copper, steel, and<br>polymerics by 2030. We further strengthened the traceability<br>and conflict-free status of relevant minerals in our supply chain.<br>Contents<br>Business overview<br>Nokia in 2025<br>Strategy<br> • Customers and partners<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>24 Nokia in 2025<br>Own manufacturing<br>As of 31 December 2025, the production capacity for sites<br>owned by us is noted below:<br>Country Location and products(1)<br>Productive<br>capacity, net<br>(m2<br>)<br>(2)<br>Finland Oulu: Base Stations 11 500<br>India<br>Chennai: Base Stations, Radio<br>Controllers and Transmission Systems,<br>Fixed Networks 15 500<br>The United<br>States<br>Sunnyvale, California(3): Compound<br>Semiconductor Wafer Fab and Test<br>Facility 2 300<br>The United<br>States<br>Allentown, Pennsylvania(4): Production<br>and Development of Advanced<br>Packaging and Test of Photonic<br>integrated Circuits 2 400<br>(1) We consider the production capacity of our manufacturing network to be<br>sufficient to meet the requirements of our business. The extent of utilization<br>of our manufacturing facilities varies from plant to plant and from time to<br>time during the year. None of these facilities is subject to a material<br>encumbrance.<br>During 2025, there were no site disposals. During 2024, Nokia disposed of<br>the following sites:<br>1) Calais: submarine cables (France), 61 000 m2<br> net productive capacity.<br>2) Greenwich: submarine cables (United Kingdom), 11 000 m2<br> net productive<br>capacity.<br>3) Hannover: radio frequency systems (Germany), 23 500 m2<br> net productive<br>capacity.<br>4) Suzhou: radio frequency systems (China), 13 500 m2<br> net productive<br>capacity.<br>During 2023, Nokia disposed of the following sites:<br>1) Trignac: radio frequency systems (France), 7 300 m2<br> net productive<br>capacity.<br>2) Meriden: radio frequency systems (The United States), 31 000 m2<br> net<br>productive capacity.<br>3) Bydgoszcz: remanufacturing, product integration (Poland), 15 200 m2 net<br>productive capacity.<br>(2) Production capacity equals the total area allotted to manufacturing and to<br>the storage of manufacturing-related materials.<br>(3) Leased site.<br>(4) In addition to the Allentown site owned by Nokia, as of February 2026, Nokia<br>has leased an additional site in Allentown that is expected to expand the<br>production capacity by approximately 1 800 m2<br>.<br>In addition to the above-mentioned sites, Nokia has in February 2026 completed<br>the purchase of a previously leased facility in San Jose, California (the United<br>States) on which a new Compound Semiconductor Wafer Fab is expected to begin<br>production in 2027 and additional construction will continue to expand the<br>capacity of the site through 2028. The productive capacity of the site is expected<br>to reach 2 600 m2<br>. Funding of the California expansion includes USD 40 million of<br>the total USD 93 million in direct funding from the U.S. Department of Commerce<br>under the CHIPS Act and other federal, state, and local incentives (including<br>available investment tax credits). Up to USD 53 million of the CHIPS Act grant<br>funding and federal (including available investment tax credits) and state<br>incentives, may also be used for a potential project in Pennsylvania relating to<br>photonics packaging and testing.<br>For more details, please refer to Note 4.2. Property, plant and equipment in the<br>consolidated financial statements. | |
| --- | |
| Corporate governance statement 26<br>Regulatory framework 26<br>Main corporate governance bodies of Nokia 27<br>General Meeting of Shareholders 27<br>Board of Directors 28<br>Group Leadership Team and the President and CEO 40<br>Risk management, internal control and internal audit functions<br>at Nokia 44<br>Main procedures relating to insider administration 46<br>Auditor fees and services 46<br>Remuneration 47<br>Highlights 47<br>Remuneration Report 2025 48<br>Letter from the Chair of the Personnel Committee of the Board 48<br>Introduction 50<br>Pay for performance 51<br>Global peer group 51<br>Remuneration of the Board of Directors 52<br>Remuneration of the President and CEO 53<br>Remuneration Policy 58<br>The updated Remuneration Policy for the Board of Directors 58<br>The updated Remuneration Policy for the President and CEO 59<br>Remuneration governance 62<br>Remuneration of the Nokia Group Leadership Team in 2025 63<br>25 Nokia in 2025 | |
| --- | |
| Corporate governance statement<br> “Strong governance is the foundation of Nokia’s long-term success. In 2025, our Board of Directors continued to drive strategic<br>direction as well as support and oversee management performance, promoting transparency and accountability across all operations.”<br>Highlights in our corporate<br>governance during 2025<br> ▪ Justin Hotard was announced as Nokia’s new President<br>and CEO, joining us on 1 April. Hotard has broad<br>experience with global technology companies, driving<br>technology leadership, innovation and revenue growth.<br> ▪ In March 2025, we published Nokia’s first sustainability<br>statement aligned with the EU Corporate Sustainability<br>Reporting Directive and Finnish regulation, marking a<br>significant step in our ESG journey.<br> ▪ At the 2025 Annual General Meeting (AGM) our<br>shareholders reaffirmed their support for the Board’s<br>proposals with a record high overall vote turnout. Our<br>shareholders were also able to follow the meeting via<br>webcast and submit verbal and written questions.<br> ▪ We have continued our proactive stance on AI<br>governance through our robust AI governance<br>framework at Nokia. We have defined our guiding AI<br>principles through Nokia Bell Labs, and mobilized our<br>cross-functional teams to ensure readiness for every<br>regulatory milestone.<br> ▪ We have had the pleasure to engage with several of our<br>largest shareholders during 2025 to discuss Nokia’s<br>sustainability, remuneration and governance practices,<br>and their expectations in these areas. We also welcomed<br>NVIDIA as our shareholder in connection with our<br>strategic partnership agreement, reinforcing our<br>commitment to innovation and collaboration.<br>This corporate governance statement is prepared in accordance<br>with Chapter 7, Section 7 of the Finnish Securities Markets Act<br>(2012/746, as amended) and the Finnish Corporate Governance<br>Code 2025 (the “Finnish Corporate Governance Code”).<br>Regulatory framework<br>Our corporate governance practices comply with Finnish laws<br>and regulations, our Articles of Association approved by the<br>shareholders and our corporate governance guidelines<br>(“Corporate Governance Guidelines”) adopted by the Board of<br>Directors. The Corporate Governance Guidelines reflect our<br>commitment to strong corporate governance. They include the<br>directors’ responsibilities, the composition and election of the<br>members of the Board and its Committees, and certain other<br>matters relating to corporate governance. We also comply with<br>the Finnish Corporate Governance Code adopted by the<br>Securities Market Association.<br>We follow the rules and recommendations of Nasdaq Helsinki<br>due to the listing of our shares on this exchange (ticker code<br> “NOKIA”). During 2025 we also complied with the rules of<br>Euronext Paris prior to delisting our shares on 31 December<br>2025. Furthermore, due to the listing of our American<br>Depositary Shares on the New York Stock Exchange (NYSE)<br>(ticker code “NOK”) and our registration under the U.S.<br>Securities Exchange Act of 1934, we follow the applicable U.S.<br>federal securities laws and regulations, including the Sarbanes-Oxley Act of 2002 as well as the rules of the NYSE, in particular<br>the corporate governance standards under Section 303A of the<br>NYSE Listed Company Manual. We comply with these standards<br>to the extent such provisions are applicable to us as a foreign<br>private issuer.<br>To the extent compliance with any non-domestic rules would<br>conflict with the laws of Finland, we are obliged to comply with<br>Finnish laws and applicable regulations. There are no significant<br>differences in the corporate governance practices applied by<br>Nokia compared with those applied by U.S. companies under the<br>NYSE corporate governance standards with the exception that<br>Nokia complies with Finnish law with respect to the approval of<br>equity compensation plans. Under Finnish law, stock option<br>plans require shareholder approval at the time of their launch.<br>All other plans that include the delivery of company stock in the<br>form of newly issued shares or treasury shares require<br>shareholder approval at the time of delivery of the shares<br>unless shareholder approval has been granted through an<br>authorization to the Board, a maximum of five years earlier. The<br>NYSE corporate governance standards require that equity<br>compensation plans are approved by the company’s<br>shareholders. Nokia aims to minimize the necessity for, or<br>consequences of, conflicts between the laws of Finland and<br>applicable non-domestic corporate governance standards.<br>In addition to the Corporate Governance Guidelines, the<br>Committees of the Board have adopted charters that define<br>each Committee’s main duties and operating principles. The<br>Board has also adopted the Code of Conduct that applies to<br>directors, executives, and employees of Nokia, as well as<br>employees of Nokia’s subsidiaries and affiliated companies<br>(such as joint ventures) in which Nokia owns a majority of the<br>shares or exercises effective control. Furthermore, the Board<br>has adopted the Code of Ethics and Executive Officer Clawback<br>Policy applicable to our key executives, including the President<br>and CEO, CFO and Corporate Controller.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>26 Nokia in 2025 | |
| --- | |
| Our main corporate governance bodies<br>Pursuant to the provisions of the Finnish Limited Liability<br>Companies Act (2006/624, as amended) (the “Finnish<br>Companies Act”), the legislation under which Nokia operates,<br>and Nokia’s Articles of Association, the control and<br>management of Nokia are divided among shareholders at a<br>general meeting, the Board, the President and CEO and the<br>Group Leadership Team, chaired by the President and CEO.<br>General Meeting of Shareholders<br>Nokia’s shareholders play a key role in corporate governance,<br>with our Annual General Meeting offering a regular<br>opportunity to exercise their decision-making power in Nokia.<br>In addition, at the meeting the shareholders may exercise<br>their right to speak and ask questions.<br>Each Nokia share entitles a shareholder to one vote at general<br>meetings of Nokia. The Annual General Meeting decides,<br>among other things, on the election and remuneration of the<br>Board, the adoption of annual accounts, the authorization for<br>the Board to distribute dividend or other assets, discharging<br>the members of the Board and the President and CEO from<br>liability, as well as on the election and fees of the external<br>auditor and the sustainability reporting assurer. The<br>Remuneration Policy is presented to the general meeting at<br>least every four years and the Remuneration Report is<br>presented annually. Resolutions of the general meeting<br>regarding the policy and the report are advisory in nature.<br>In addition to the Annual General Meeting, an Extraordinary<br>General Meeting may be convened when the Board considers<br>such a meeting to be necessary, or when the provisions of the<br>Finnish Companies Act mandate that such a meeting must be<br>held.<br>The Finnish Companies Act was amended in 2022 to enable<br>limited liability companies to hold hybrid and virtual-only<br>general meetings. A virtual general meeting, as defined by the<br>Finnish Companies Act, is a meeting held without a physical<br>meeting venue, where shareholders must be able to exercise<br>their shareholder rights in full by virtual means, including<br>voting in real time and asking questions orally during the<br>meeting.<br>The Finnish legislation can be considered a leading example of<br>protecting shareholders’ rights in virtual general meetings. In<br>the future, virtual general meetings are expected to improve<br>the position of nominee-registered shareholders residing<br>outside of Finland, who may have been unable to attend the<br>general meeting in person or be represented by proxy. The<br>reduced carbon footprint is also one of the benefits of virtual<br>general meetings.<br>Annual General Meeting 2025 and 2026<br>The Annual General Meeting 2025 took place at Finlandia Hall,<br>Helsinki, on 29 April 2025. We were pleased to see the high<br>number of votes cast representing approximately 61.4% of all<br>outstanding shares and votes. For the fourth consecutive year,<br>the turnout for the vote stood at a record-high level.<br>Corporate governance framework<br>General Meeting<br>of Shareholders<br>External Audit<br>Sustainability<br>Assurance<br>Board of Directors<br>Audit, Corporate Governance and Nomination,<br>Personnel, Strategy, Technology Committees<br>Internal Audit<br>President and CEO<br>Group Leadership Team<br>A total of 106 746 shareholders representing approximately<br>3 304 million shares and 58.9% of all the shares and votes in<br>the Company participated the Annual General Meeting. On the<br>other hand, we once more saw a lower number of shareholders<br>attending in person. To facilitate shareholder participation and<br>digital options to follow the meeting, the Company offered<br>the opportunity to cast votes in advance and to follow the<br>meeting and ask questions through a live webcast, both in<br>writing and orally.<br>Nokia Corporation’s Annual General Meeting 2026 is planned to<br>be held on 9 April 2026. The Board’s proposals to the Annual<br>General Meeting 2026 were published on 29 January 2026.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>27 Nokia in 2025 | |
| --- | |
| Board of Directors<br>The operations of Nokia are managed under the direction of the<br>Board, within the framework set by the Finnish Companies Act,<br>Nokia’s Articles of Association and any complementary rules of<br>procedure as defined by the Board, such as the Corporate<br>Governance Guidelines and the charters of the Board’s<br>Committees.<br>Election of the Board of Directors<br>Pursuant to our Articles of Association, we have a Board that is<br>composed of a minimum of seven and a maximum of 12 members.<br>The members of the Board are elected at least annually at each<br>Annual General Meeting. The candidates are considered individually<br>and those receiving the most votes shall be elected pursuant to<br>the Finnish Companies Act. The term of the Board members begins<br>at the close of the general meeting at which they were elected and<br>expires at the close of the following Annual General Meeting.<br>The Annual General Meeting convenes by 30 June annually.<br>Our Board’s leadership structure consists of a Chair and Vice<br>Chair elected annually by the Board and confirmed by the<br>independent directors of the Board upon the recommendation<br>of the Corporate Governance and Nomination Committee. The<br>Chair of the Board has certain specific duties as stipulated by<br>Finnish law and our Corporate Governance Guidelines. The Vice<br>Chair assumes the duties of the Chair of the Board in the event<br>the Chair is prevented from performing his or her duties.<br>The independent directors of the new Board confirm the<br>election of the members and chairs for the Board’s Committees<br>from among the Board’s independent directors upon the<br>recommendation of the Corporate Governance and Nomination<br>Committee and based on each Committee’s qualification<br>standards. These elections take place at the Board’s assembly<br>meeting following the general meeting.<br>The Corporate Governance and Nomination Committee aims to<br>continually renew the Board to have an efficient Board of<br>international professionals with a mix of skills, experience and<br>other personal qualities in line with the diversity principles<br>established by the Board. The Committee considers potential<br>director candidates based on the short-term and long-term<br>needs of the Company. In the process of identifying and selecting<br>the candidates matching these needs and desired profiles, the<br>Committee engages recruitment firms and external advisers.<br>Board independence<br>In accordance with the Corporate Governance Guidelines<br>adopted by the Board of Directors, the Nokia Board shall have a<br>majority of directors who meet the criteria for independence as<br>defined by the Finnish Corporate Governance Code and the<br>rules of the NYSE. All members of the Board’s Audit, Personnel,<br>Corporate Governance and Nomination Committees as well as<br>the majority of the Strategy and Technology Committees shall<br>be independent Directors under the same criteria.<br>The Board will monitor its compliance with these requirements<br>for director independence on an ongoing basis. Each<br>independent director is expected to notify the Chair of the<br>Corporate Governance and Nomination Committee, as soon as<br>reasonably practicable, in the event that his or her personal<br>circumstances change in a manner that may affect the Board’s<br>evaluation of such director’s independence. The Board of<br>Directors evaluates the independence of its members annually<br>and, in addition to this, on a continuous basis with the assistance<br>of the Corporate Governance and Nomination Committee.<br>Board composition<br>The Board has adopted diversity principles, demonstrating our<br>commitment to promoting a well-balanced Board composition.<br>These principles are embedded in our processes and practices<br>for identifying and proposing new candidates for the Board, as<br>well as for the re-election of current members.<br>For Nokia, Board composition is not static, but evolves over time<br>based on the relevant business objectives and future needs. We<br>view Board diversity as one of factors that strengthen the<br>Board’s overall effectiveness rather than an end in itself.<br>Diversity of our Board is considered from a number of aspects<br>including, but not limited to, skills and experience, tenure, age,<br>nationality, cultural and educational backgrounds, gender, as<br>well as other individual qualities.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>28 Nokia in 2025 | |
| --- | |
| Current members of the Board of Directors<br>The Annual General Meeting held on 29 April 2025 elected ten<br>members to the Board for a term ending at the close of the next<br>Annual General Meeting. Timo Ahopelto, Sari Baldauf, Elizabeth<br>Crain, Thomas Dannenfeldt, Lisa Hook, Mike McNamara, Thomas<br>Saueressig, and Kai Öistämö were re-elected as Board<br>members. Pernille Erenbjerg and Timo Ihamuotila were elected<br>as new Board members. Following the meeting, the Board re-elected Sari Baldauf to serve as Chair and Timo Ihamuotila as<br>Vice Chair of the Board for the same term.<br>In the current Board composition, 40% of the Board members<br>are female. There are currently five different nationalities and a<br>rather wide age and tenure range represented on the Board.<br>The current members of the Board are all non-executive and for<br>the term that began at the Annual General Meeting 2025, all<br>Board members were determined to be independent of Nokia<br>and its significant shareholders under the Finnish Corporate<br>Governance Code and the NYSE rules, as applicable.<br>In addition to biographical information of the Board members,<br>the table in the upper right corner sets forth the number of<br>shares and American Depositary Shares (ADSs) held by the<br>Board members. At 31 December 2025, they held a total of<br>1 092 401 shares and ADSs in Nokia, representing<br>approximately 0.02% of our total shares and voting rights<br>excluding shares held by the Nokia Group.<br>Each Board member has a unique skill set that supports Nokia's<br>business. The primary areas of expertise of the current and<br>proposed Board members are highlighted in the skills matrix<br>shown to the right.<br>Biographical details of the Board members<br>Gender Year of Birth Nationality Tenure(1)<br>Independent of the<br>company and major<br>shareholders Shares(2) ADSs(2)<br>Sari Baldauf (Chair) Female 1955 Finnish 7 Independent 385 046<br>Timo Ihamuotila (Vice Chair as of 29<br>April 2025) Male 1966 Finnish 0 Independent 119 624<br>Timo Ahopelto Male 1975 Finnish 2 Independent 62 082<br>Elizabeth Crain Female 1964 American 2 Independent 67 467<br>Thomas Dannenfeldt Male 1966 German 5 Independent 166 802<br>Pernille Erenbjerg Female 1967 Danish 0 Independent 17 840<br>Lisa Hook Female 1958 American 3 Independent 78 290<br>Mike McNamara Male 1964 Irish 1 Independent 42 664<br>Thomas Saueressig Male 1985 German 3 Independent 74 322<br>Kai Öistämö Male 1964 Finnish 3 Independent 78 264<br>(1) Terms as Nokia Board member before the Annual General Meeting on 29 April 2025.<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>equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included.<br>Experience and primary skills of the Board members<br>Business<br>Exec. role with<br>P&L<br>responsibility<br>External<br>boardroom<br>roles/<br>Governance<br>Finance and<br>accounting<br>Legal/Public<br>policy/<br>Compliance<br>Telecommunication<br>providers market<br>segment<br>Enterprise<br>market<br>segment Technology Cybersecurity<br>Environmental<br>/Social issues<br>Current Board<br>members<br>Sari Baldauf ✔ ✔ ✔ ✔ ✔ ✔<br>Timo Ihamuotila ✔ ✔ ✔ ✔ ✔ ✔<br>Timo Ahopelto ✔ ✔ ✔ ✔ ✔<br>Elizabeth Crain ✔ ✔ ✔ ✔<br>Thomas Dannenfeldt ✔ ✔ ✔ ✔ ✔<br>Pernille Erenbjerg ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Lisa Hook ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Mike McNamara ✔ ✔ ✔ ✔ ✔<br>Thomas Saueressig ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Kai Öistämö ✔ ✔ ✔ ✔ ✔ ✔<br>Proposed new Board<br>member<br>Meredith Whittaker ✔ ✔ ✔ ✔ ✔<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>29 Nokia in 2025 | |
| --- | |
| Director time commitments<br>The Corporate Governance and Nomination Committee<br>monitors closely the time commitments of the Board members<br>and annually reviews the Directors’ attendance rate at the<br>Board and Committee meetings to ensure they are able to<br>devote the appropriate time to the Company to carry out their<br>duties and responsibilities.<br>The Corporate Governance Guidelines of the Board include<br>numerical limits and a process for pre-clearance of new roles in<br>public companies. Directors should not serve on more than four<br>other boards of public companies in addition to the Nokia<br>Board, and on no more than three other boards of public<br>companies in addition to the Nokia Board, in cases where they<br>serve as board chair or lead independent director outside the<br>Nokia Board. The Audit Committee members should not serve<br>on more than two other audit committees of public companies<br>in addition to the Nokia Audit Committee.<br>No positions in excess of these limits may be held without prior<br>consent by the Chair of the Board and the Chair of the<br>Corporate Governance and Nomination Committee determining<br>that such positions would not impair the Director’s service on<br>the Nokia Board or Audit Committee.<br>The Corporate Governance and Nomination Committee will<br>annually, ahead of preparing the proposal on the Board<br>composition, review and assess the Directors’ current and<br>planned time commitments outside the Company to seek<br>affirmation that all Directors acknowledge the time<br>commitment principles set forth in the Corporate Governance<br>Guidelines of the Board.<br>The Committee also reviews under its related guidelines and<br>procedures the proposed new Director candidates’ time<br>commitments during the proposed term to ensure that they are<br>able to dedicate sufficient time to their responsibilities on the<br>Nokia Board.<br>Proposed members of the Board of Directors<br>Proposals of the Board of Directors to the Annual General<br>Meeting 2026 were published on 29 January 2026. On the<br>recommendation of the Corporate Governance and Nomination<br>Committee, the Board proposes to the Annual General Meeting<br>that the number of Board members be ten. The Board Chair Sari<br>Baldauf has informed the Committee that she will no longer be<br>available to serve on the Nokia Board of Directors after the<br>Annual General Meeting.<br>Consequently, on the recommendation of the Corporate<br>Governance and Nomination Committee, the Board proposes<br>that the following nine current Board members be re-elected as<br>members of the Nokia Board of Directors for a term ending at<br>the close of the next Annual General Meeting: Timo Ahopelto,<br>Elizabeth Crain, Thomas Dannenfeldt, Pernille Erenbjerg, Lisa<br>Hook, Timo Ihamuotila, Mike McNamara, Thomas Saueressig and<br>Kai Öistämö.<br>Furthermore, the Board proposes, on the recommendation of<br>the Corporate Governance and Nomination Committee, that<br>Meredith Whittaker, a United States citizen and President of<br>Signal Technology Foundation, be elected as a new member of<br>the Board for a term ending at the close of the next Annual<br>General Meeting. If elected, Ms. Whittaker is expected to bring<br>valuable experience in artificial intelligence, digital risk, and<br>technology governance, thereby strengthening the Board’s<br>oversight of emerging technologies.<br>The Corporate Governance and Nomination Committee will<br>propose in the assembly meeting of the new Board of Directors<br>that Timo Ihamuotila be elected to serve as Chair of the Board<br>and Thomas Saueressig be elected to serve as Vice Chair of the<br>Board, subject to their election to the Board of Directors.<br>The Board composition proposed to the Annual General Meeting<br>2026 has representation of five nationalities and 40% of the<br>proposed members are female.<br>All Board member candidates, apart from Meredith Whittaker,<br>have been determined to be independent of the Company and<br>its significant shareholders for the term beginning from the<br>Annual General Meeting 2026 under the Finnish Corporate<br>Governance Code and the rules of the NYSE. Ms. Whittaker has<br>agreed to lead a strategic advising effort for Nokia Bell Labs,<br>Nokia’s global research arm, for a fixed fee and period of 12<br>months. Due to the research-focused advisory role, Ms.<br>Whittaker has been determined non-independent of the<br>Company. Nokia has strict and well-defined conflict-mitigation<br>measures in place, including the exclusion of Ms. Whittaker from<br>any business activities and operational decisions. Further, if<br>elected, Ms. Whittaker will refrain from joining Board<br>Committees other than the Technology Committee. Any<br>possible changes impacting the Board candidates’<br>independence would be assessed separately as at the date of<br>the Annual General Meeting.<br>Nokia is proud to continue to be among the first Finnish listed<br>companies providing its shareholders with the opportunity to<br>consider each Director candidate individually since our Annual<br>General Meeting 2023.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>30 Nokia in 2025 | |
| --- | |
| Biographical details of our current Board members<br>C P S C S P T P S<br>Chair Sari Baldauf Vice Chair Timo Ihamuotila Timo Ahopelto Elizabeth Crain<br>b. 1955 b. 1966 b. 1975 b. 1964<br>Chair of the Nokia Board since 2020.<br>Nokia Board member since 2018.<br>Member of the Corporate Governance<br>and Nomination Committee, the<br>Personnel Committee and the Strategy<br>Committee.<br>Master of Business Administration and<br>Bachelor of Science, Helsinki School of<br>Economics and Business<br>Administration, Finland. Honorary<br>doctorates in Technology (Helsinki<br>University of Technology, Finland) and<br>Business Administration (Turku School<br>of Economics and Business<br>Administration and Aalto University<br>School of Business, Finland).<br>Executive Vice President and General<br>Manager, Networks Business Group,<br>Nokia 1998–2005. Various executive<br>positions at Nokia in Finland and in the<br>United States 1983–1998.<br>Member of the Board of Directors of<br>the Finnish Climate Leadership<br>Coalition (CLC). Senior Advisor of DevCo<br>Partners Oy.<br>Member of the Board of Technology<br>Industries of Finland 2021–2023. Member<br>of the Board of Directors of Aalto<br>University 2018–2023. Member of the<br>Supervisory Board of Mercedes-Benz<br>Group AG 2008–2023. Member of the<br>Supervisory Board of Deutsche Telekom<br>AG 2012–2018. Chair of the Board of<br>Directors of Fortum Corporation 2011–<br>2018. Member of the Board of Directors<br>of Akzo Nobel 2012–2017.<br>Vice Chair of Nokia Board since 2025.<br>Nokia Board member since 2025. Chair<br>of the Corporate Governance and<br>Nomination Committee and member of<br>the Strategy Committee.<br>Licentiate of Science (Finance), Helsinki<br>School of Economics, Finland. Master of<br>Science (Economics), Helsinki School of<br>Economics, Finland.<br>Chief Financial Officer and Member of the<br>Group Executive Committee of ABB Ltd,<br>2017–2026 (until 31 Jan 2026). Executive<br>Vice President and Chief Financial Officer,<br>Nokia 2009–2016, member of the Nokia<br>Group Leadership Team 2007–2016 and<br>Interim President of Nokia between<br>September 2013 and May 2014.<br>Executive Vice President, Sales and<br>Markets, Nokia 2008–2009. Executive Vice<br>President, Sales and Portfolio<br>Management, Mobile Phones, Nokia 2007.<br>Senior Vice President, CDMA Business<br>Unit, Mobile Phones, Nokia 2004–2007.<br>Vice President, Finance, Corporate<br>Treasurer, Nokia 2000–2004. Director of<br>Corporate Finance, Nokia 1999–2000.<br>Vice President of Nordic Derivatives Sales,<br>Citibank plc 1996–1999. Manager of<br>Dealing & Risk Management, Nokia 1993–<br>1996. Analyst, Assets and Liability<br>Management, Kansallis-Osake-Pankki<br>1990–1993.<br>Member of the Board of Directors, Kone<br>Oyj. Member of the Board of Directors,<br>Oras Invest Oy. Member of the Board of<br>Directors, Uponor Oyj 2013–2017.<br>Founding Partner of Lifeline Ventures.<br>Nokia Board member since 2023.<br>Member of the Personnel Committee<br>and the Technology Committee.<br>Master’s degree in Industrial<br>Management, Helsinki University of<br>Technology, Finland.<br>Head of Strategy and Business<br>Development, Blyk 2006–2009.<br>Founding CEO and Vice President of<br>Worldwide Commercial Operations, CRF<br>Health 2000–2006. Consultant,<br>McKinsey & Company 1999–2000.<br>Chair of the Board of Directors, Canatu<br>Plc (former Lifeline SPAC I Plc). Chair of<br>the Board, Finnish Startup Community.<br>Various other board positions in private<br>companies.<br>Member of the Board of Directors,<br>Solidium Oy 2017–2025. Member of<br>the Board of Directors, Digital<br>Workforce Services Plc 2016–2025.<br>Member of the Board of Finnish<br>Business and Policy Forum EVA and<br>Research Institute for Finnish Economy<br>(ETLA) 2015–2024. Member of the<br>Board of Directors, Tietoevry<br>Corporation 2017–2023. Chair of the<br>Board, Slush Conference 2018–2023<br>and member of the Board 2013–2018.<br>Member of the Board, Business Finland<br>2014–2020. Member of the Board,<br>Startup Foundation 2015–2018.<br>Nokia Board member since 2023. Chair<br>of the Strategy Committee and<br>member of the Personnel Committee.<br>MBA, the Wharton School at the<br>University of Pennsylvania,<br>Pennsylvania, United States. Bachelor<br>of Science in Economics, Arizona State<br>University, Arizona, United States.<br>Advisory Partner, the Consello Group.<br>Chief Operating Officer and Founding<br>Partner, Moelis & Company 2007–2023.<br>Managing Director, Office of the CEO at<br>UBS Investment Bank 2005–2007. Chief<br>Operating Officer and Chief<br>Administrative Officer, the UBS<br>Investment Banking Department<br>Americas franchise 2001–2005.<br>Investment Principal, McCown De<br>Leeuw & Company 2000–2001.<br>Investment Principal, Morgan Stanley<br>Capital Partners 1997–2000. Vice<br>President, Investment Banking, Merrill<br>Lynch & Co. 1994–1997. Associate,<br>Investment Banking, J.P. Morgan<br>Securities 1992–1994. Analyst, Merrill<br>Lynch & Co. 1988–1990.<br>Member of the Board of Directors and<br>Chair of the Audit Committee, Core<br>Scientific, Inc. Trustee Emeritus, The<br>Royal Academy Trust, London.<br>Member of the Board of Directors,<br>Exscientia Plc 2021–2024. Member of<br>the Board of Directors, Moelis &<br>Company 2017–2021.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>31 Nokia in 2025<br>Committee Key<br>A udit<br>C orporate Governance and Nomination<br>P ersonnel<br>S trategy<br>T echnology | |
| --- | |
| Biographical details of our current Board members continued A P A C<br>A<br>S<br>Thomas Dannenfeldt Pernille Erenbjerg Lisa Hook<br>b. 1966 b. 1967 b. 1958<br>Nokia Board member since 2020. Chair<br>of the Personnel Committee and the<br>Audit Committee.<br>Degree in Mathematics, University of<br>Trier, Germany.<br>Chief Financial Officer, Deutsche<br>Telekom AG 2014–2018. Chief Financial<br>Officer, Deutsche Telekom AG’s<br>German operations 2010–2014.<br>Various operational positions, Deutsche<br>Telekom AG 1992–2010.<br>Member of the Board of Directors and<br>Chair of the Compensation Committee,<br>T-Mobile US, Inc.<br>Chair of the Supervisory Board,<br>CECONOMY AG 2021–2025. Member of<br>the Advisory Board, axxessio GmbH<br>2020–2025. Member of the Board of<br>Directors, T-Mobile US, Inc. 2013–2018.<br>Member of the Board of Directors, Buy-In 2013–2018. Chair of the Board of<br>Directors, T-Systems International<br>2013–2018. Chair of the Board of<br>Directors, EE Ltd. 2014–2016.<br>Nokia Board member since 2025.<br>Member of the Audit Committee and<br>the Corporate Governance and<br>Nomination Committee.<br>Master of Science in Economics, the<br>Copenhagen Business School, Denmark.<br>Group CEO and President, TDC Group<br>2015–2018. Group CFO and Deputy<br>CEO, TDC Group 2011–2015. Executive<br>Vice President, TDC Group 2003–2011.<br>Equity Partner, Deloitte 2002–2003.<br>CPA, Arthur Andersen 1987–2002.<br>Member of the Board of Directors and<br>Chair of the Audit Committee, Genmab<br>A/S. Member of the Board of Directors<br>and Chair of the Audit Committee, RTL<br>Group SA. Chair of the Board of<br>Directors, KK Wind Solutions A/S.<br>Member of the Board of Directors,<br>GlobalConnect A/S.<br>Member of the Board of Directors,<br>Millicom S.A. 2019–2024. Chair of the<br>Board of Directors, Viaplay Group AB<br>(publ) 2021–2023 and Board member<br>2020–2021. Member of the Board of<br>Directors, Nordea Bank Oyj 2017–2021.<br>Member of the Board of Directors,<br>DFDS A/S 2014–2018. Member of the<br>Board of Directors, Royal Danish<br>Theatre 2011–2015.<br>Adjunct professor at Copenhagen<br>Business School.<br>Nokia Board member since 2022.<br>Member of the Audit Committee and<br>the Strategy Committee.<br>Juris Doctorate, Dickinson School of<br>Law at Pennsylvania State University,<br>Pennsylvania, United States. Bachelor’s<br>degree in Public Policy, Duke University,<br>North Carolina, United States.<br>President and CEO, Neustar, Inc. 2010–<br>2018. COO, Neustar, Inc 2008–2010.<br>President and CEO, SunRocket, Inc.<br>2006–2007. Executive positions,<br>America Online, Inc. 2000–2004.<br>Previous positions as Partner, Brera<br>Capital Partners; managing director,<br>Alpine Capital Group, LLC.; various<br>executive positions, Time Warner, Inc.;<br>legal adviser to the Chairman of the<br>Federal Communications Commission;<br>and General Counsel, the Cable Group<br>at Viacom International, Inc.<br>Member of the Board of Directors, FIS<br>Global Inc. Lead Independent Director<br>of the Board of Directors, Philip Morris<br>International. Member of the Board of<br>Directors, Zayo Group. Chair of<br>Advisory Board, Trilantic Capital<br>Partners. Member of the US National<br>Security Telecommunications Advisory<br>Committee since 2012.<br>Member of the Board of Directors of<br>Ritchie Bros. Auctioneers Inc. 2021–2023;<br>Ping Identity Holding Corp. 2019–2022;<br>Partners Group Holdings 2020–2021;<br>Unisys Corp. 2019–2021; Neustar, Inc.<br>2010–2019; and RELX Plc 2006–2016.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>32 Nokia in 2025<br>Committee Key A udit C orporate Governance and Nomination P ersonnel S trategy T echnology | |
| --- | |
| Biographical details of our current Board members continued A T C T<br>S<br>T<br>Mike McNamara Thomas Saueressig Kai Öistämö<br>b. 1964 b. 1985 b. 1964<br>Nokia Board member since 2024.<br>Member of the Audit Committee and<br>the Technology Committee.<br>Bachelor of Engineering, University<br>College Dublin, Ireland.<br>Strategic Advisor, Target Corporation<br>2022–2023. Executive Vice President<br>and Chief Information Officer, Target<br>Corporation 2015–2022. Chief<br>Information Officer, Tesco 2011–2015.<br>Director of Operations Development<br>and IT, Tesco 2006–2011. Chief<br>Technology Officer Tesco.com, Tesco<br>1999–2006. Senior Manager, Accenture<br>1991–1998. Computer Programmer,<br>British Telecom 1989–1991.<br>Member of the Board of Directors,<br>Hawaiian Holdings, Inc. 2020–2024.<br>Member of the Executive Board of SAP<br>SE and Global Head of Customer<br>Services & Delivery Board. Nokia Board<br>member since 2022. Member of the<br>Corporate Governance and Nomination<br>Committee and the Technology<br>Committee.<br>Degree in Business Information<br>Technology, University of Cooperative<br>Education in Mannheim, Germany. Joint<br>Executive MBA from ESSEC, France and<br>Mannheim Business School, Germany.<br>Global Head of Product Engineering,<br>SAP SE 2019–2024. Chief Information<br>Officer, SAP SE 2016–2019. Vice<br>President, Global Head of IT Services of<br>SAP SE 2014–2016. Previous positions<br>at SAP SE in Germany since 2007,<br>including assignment in the SAP Labs<br>Silicon Valley in Palo Alto, California,<br>United States.<br>Member of the Young Global Leaders of<br>the World Economic Forum. Member of<br>the Industry Advisory Board of the<br>Munich Institute of Robotics and<br>Machine Intelligence (MIRMI).<br>President and CEO of Vaisala<br>Corporation. Nokia Board member<br>since 2022. Chair of the Technology<br>Committee and member of the<br>Strategy Committee.<br>PhD in computer science, Tampere<br>University of Technology, Finland.<br>Chief Operating Officer of InterDigital,<br>Inc. 2018–2020. Executive Partner of<br>Siris Capital Group 2016–2018. EVP,<br>Chief Development Officer at Nokia<br>2010–2014. EVP, Devices at Nokia<br>2008–2010. EVP, Mobile Phones<br>Business Group at Nokia 2006–2008.<br>Several previous positions at Nokia<br>1991–2006.<br>Venture Partner of Kvanted Oy.<br>Chairman of the Board, Fastems Group<br>2014–2022. Member of the Board of<br>Directors, Sanoma Group 2010–2021.<br>Chairman of the Board, Helvar Oy Ab<br>2014–2020. Member of the Board of<br>Directors, Mavenir Plc 2017–2018.<br>Member of the Board of Directors,<br>Digia / Qt Group Oyj 2015–2018.<br>Member of the Board of Directors,<br>InterDigital, Inc. 2015–2018. Member of<br>the Board of Directors, oikian solutions<br>Oy 2014–2018. Chairman of the Board,<br>Tampere University 2013–2017.<br>Chairman of the Board of Directors,<br>Tekes 2012–2014. Member of the<br>Board of Directors, Nokian Tyres plc<br>2008–2010.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>33 Nokia in 2025<br>Committee Key A udit C orporate Governance and Nomination P ersonnel S trategy T echnology | |
| --- | |
| Operations of the Board of Directors<br>The Board represents and is accountable to the shareholders of<br>Nokia. While its ultimate statutory accountability is to the<br>shareholders, the Board also takes into account the interests of<br>Nokia’s other stakeholders. The Board’s responsibilities are<br>active, and include the responsibility to evaluate the strategic<br>direction of Nokia, its management policies and the<br>effectiveness of the implementation of such by the<br>management on a regular basis.<br>It is the responsibility of the members of the Board to act in<br>good faith and with due care, so as to exercise their business<br>judgment on an informed basis, in a manner that they<br>reasonably and honestly believe to be in the best interests of<br>Nokia and its shareholders. In discharging this obligation, the<br>members of the Board must inform themselves of all relevant<br>information reasonably available to them. The Board and each<br>Board Committee also has the power to appoint independent<br>legal, financial or other advisers as they deem necessary. The<br>Company will provide sufficient funding to the Board and to<br>each Committee to exercise their functions and provide<br>compensation for the services of their advisers.<br>The Board has the responsibility for appointing and discharging<br>the President and Chief Executive Officer, Chief Financial Officer<br>and Chief Legal Officer. The Board is ultimately responsible for,<br>and its duties include, monitoring and reviewing Nokia’s<br>financial reporting process, the effectiveness of related control<br>and audit functions and the independence of Nokia’s external<br>auditor, as well as monitoring the Company’s statutory audit.<br>The Board’s responsibilities also include overseeing the<br>structure and composition of our top management and<br>monitoring legal compliance and the management of risks<br>related to our operations. In doing so, the Board may set annual<br>ranges and/or individual limits for capital expenditures,<br>investments and divestitures and other financial and non-financial commitments that may not be exceeded without a<br>separate Board approval.<br>In risk management, the Board’s role includes risk analysis and<br>assessment in connection with financial, strategy and business<br>reviews, updates and decision-making proposals. Risk<br>management policies and processes are an integral part of<br>Board deliberations and risk-related updates are provided to<br>the Board on a recurring basis. For a more detailed description<br>of our risk management policies and processes, refer to the<br> “Risk management, internal control and internal audit functions<br>at Nokia — Risk management principles” section.<br>The Board approves and the independent directors of the Board<br>confirm the compensation and terms of employment of the<br>President and CEO, subject to the requirements of Finnish law,<br>upon the recommendation of the Personnel Committee of the<br>Board. The compensation and terms of employment of the<br>other Group Leadership Team members are approved by the<br>Personnel Committee upon the recommendation of the<br>President and CEO.<br>Board oversight of environmental and social activities and<br>governance practices<br>Under Nokia’s Corporate Governance Guidelines, the Board<br>evaluates Nokia’s environmental and social activities and<br>governance practices, related risks and target setting, as well as<br>their implementation and effectiveness across the Company.<br>In 2025, the Board reviewed the progress and key milestones<br>for the sustainability targets, sustainability results for 2024,<br>sustainability-related risks and opportunities, the evolving<br>sustainability requirements and expectations, investor feedback<br>and Nokia’s approach to related disclosures. The Board also<br>provided direction on environmental and supply‑chain priorities,<br>the refreshed social impact strategy, and company‑wide<br>engagement and enablement efforts. Additionally, in January<br>2025, the Board approved the targets related to climate change<br>in the long-term incentive plan for 2025 and approved the<br>CEO’s targets on health and safety and diversity which are<br>included in his short-term incentive plan for 2025.<br>The Board Committees monitor ESG developments and<br>activities in the Company in their respective areas of<br>responsibilities.<br>The Audit Committee reviews sustainability disclosures annually,<br>as well as the information on the use of conflict minerals in<br>Nokia’s products presented in the annual reports and regulatory<br>filings. During 2025, the Audit Committee’s responsibilities<br>included the oversight of sustainability reporting, including the<br>double materiality assessment, regulatory developments<br>related to mandatory sustainability related disclosures, as well<br>as oversight of the ethics and compliance program.<br>The Personnel Committee oversees human capital<br>management, including personnel policies and practices related<br>to Nokia’s culture, physical safety, employee well-being,<br>workforce composition, recruiting, development and retention.<br>In 2025, the Committee focused on workforce demographics<br>and conducted a people risk review, including physical safety,<br>employee survey results and succession planning.<br>The Personnel Committee recommended that the Board<br>continue to include GHG emission reduction as a metric in the<br>long-term incentive plan. Additionally, the Committee<br>emphasized the importance of fostering a strong health and<br>safety culture and maintaining workforce diversity. To reinforce<br>accountability, the Personnel Committee recommended that<br>the Board retain discretion to make downward adjustments to<br>short-term incentives if company performance in these areas<br>falls short during the annual incentive period.<br>The Corporate Governance and Nomination Committee<br>assesses and advises the Board on ESG-related activities and<br>practices, aiming to enhance the governance structure<br>supporting them.<br>The Technology Committee reviews how the Company’s ESG<br>strategy embeds into its technology strategy and roadmaps.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>34 Nokia in 2025 | |
| --- | |
| Board oversight of cybersecurity<br>Nokia group-level security is set up in four domains: product,<br>service, information, and customer security. While the oversight of<br>security risks and their management, including cybersecurity, is a<br>Board level responsibility in the Company, the detailed reviews<br>of the different security domains are allocated to the<br>Committees of the Board. These Committees are responsible for<br>monitoring and assessing security, including cybersecurity-related risks and reporting to the Board in their respective areas<br>of responsibilities. The responsibilities of the Audit Committee<br>include oversight of the management and processes related to<br>IT and services security risks and maturity, including security-related controls, compliance, incident process, disclosures and<br>risk management. The Technology Committee oversees product<br>and customer security risk management. The Committees<br>report to the Board on a regular basis and prepare<br>recommendations to the Board, whenever deemed necessary.<br>The Board also receives regular updates on cybersecurity.<br>Board oversight of Artificial Intelligence (AI)<br>The proliferation of AI technologies is creating new<br>opportunities for innovation. To ensure the responsible use of<br>AI, particularly with respect to ethics, privacy, and security, we<br>have established a comprehensive AI governance framework at<br>Nokia, including a central steering committee and a separate AI<br>governance board for group-level policies and procedures,<br>incident reporting, coordination and related communication.<br>The Board’s oversight of AI development is based on principles<br>similar to those we apply to other advanced technologies. The<br>Technology Committee of the Board has reviewed the AI<br>governance framework before its adoption and is responsible<br>for overseeing that compliance with all relevant regulatory<br>frameworks for AI has been effectively arranged. The<br>Technology Committee will also monitor and stay informed on<br>the progress and challenges of using AI, both at a strategic and<br>operational level. The Technology Committee reports to the<br>Board on AI governance at Nokia and on AI-related topics on a<br>regular basis. In carrying out this oversight, the Board and the<br>Technology Committee are supported by their relevant<br>technology, data and security expertise and access to internal<br>and external experts. This enables the Board to effectively<br>assess AI‑related opportunities and risks, including ethical,<br>regulatory and security considerations, and to appropriately<br>challenge management.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>35 Nokia in 2025 | |
| --- | |
| Board evaluation<br>In line with our Corporate Governance Guidelines, the Board<br>conducts a comprehensive annual performance evaluation,<br>which also includes evaluation of the Board Committees’ work,<br>the Board and Committee Chairs and individual Board members.<br>The Board evaluation is conducted as a self-evaluation, typically<br>with a detailed questionnaire, while an external evaluator is<br>periodically engaged. Feedback is also requested from selected<br>members of management as part of the Board evaluation<br>process. The questions aim to measure and elicit feedback on<br>the processes, structure, accountability, transparency, and<br>effectiveness of the Board and to gain an overview of the issues<br>that are areas of excellence, areas where the Board thinks<br>greater focus is warranted and determining areas where<br>performance could be enhanced.<br>Each year, the results of the evaluation are discussed and<br>analyzed by the entire Board and improvement actions are<br>agreed based on such discussions. In 2025, the evaluation<br>process was carried out as a thorough self-evaluation for a third<br>consecutive year by using an external evaluation platform that<br>included both numeric assessments and the possibility to<br>provide more detailed written comments. The questionnaire<br>comprised areas such as Nokia purpose and strategy, Board<br>agenda and meetings, and Board composition and dynamics, as<br>well as information, reporting and risk management.<br>Meetings of the Board of Directors<br>The Board of Directors constitutes a quorum if more than half<br>of its members are present. The Board held 23 meetings<br>excluding Committee meetings during 2025. In total 14 (64%)<br>of these meetings were regular meetings in person or by video<br>connection. The other nine meetings were held in writing.<br>Directors’ attendance at the Board and Committee meetings in 2025 is set forth in the table below:<br>Board meeting attendance<br>Board and Committee meeting<br>attendance(1)<br>Member Meetings % Meetings %<br>Sari Baldauf (Chair) 23/23 100 % 41/41 100 %<br>Timo Ihamuotila (Vice Chair as of 29 April 2025) 12/14 86 % 19/21 90 %<br>Søren Skou (Vice Chair until 29 April 2025) 9/9 100 % 13/15 87 %<br>Timo Ahopelto 22/23 96 % 32/33 97 %<br>Elizabeth Crain 23/23 100 % 35/35 100 %<br>Thomas Dannenfeldt 22/23 96 % 36/38 95 %<br>Pernille Erenbjerg (as of 29 April 2025)(2) 10/14 71 % 16/21 75 %<br>Lisa Hook 23/23 100 % 36/36 100 %<br>Mike McNamara 23/23 100 % 34/34 100 %<br>Thomas Saueressig 22/23 96 % 31/32 97 %<br>Carla Smits-Nusteling (until 29 April 2025) 8/9 89 % 13/14 93 %<br>Kai Öistämö 21/23 91 % 31/33 94 %<br>Average attendance (%) 95 % 95 %<br>(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<br>meetings as non-voting observers.<br>(2) In her first year on the Board, Pernille Erenbjerg had pre-existing scheduling conflicts, and subsequent changes to the Board’s meeting calendar further impacted her ability to<br>attend all meetings during 2025.<br>Directors meet without management in connection with each<br>regularly scheduled meeting. According to Board practices,<br>meetings without management present are only attended by<br>non-executive directors. These meetings are chaired by the<br>non-executive Chair of the Board. In cases where the non-executive Chair of the Board is unable to chair these meetings,<br>the non-executive Vice Chair of the Board chairs the meeting.<br>Additionally, the independent directors would meet separately<br>at least once annually. In 2025, all members of the Board were<br>non-executive and determined to be independent from Nokia<br>and significant shareholders under the Finnish Corporate<br>Governance Code and the rules of the NYSE.<br>Committees of the Board of Directors<br>In 2025, the Board of Directors had five Committees that<br>assisted the Board in its duties pursuant to their respective<br>Committee charters. The Board may also establish new or ad<br>hoc committees for detailed reviews or consideration of<br>particular topics to be proposed for the approval of the Board.<br>Any director who so wishes may attend, as a non-voting<br>observer, meetings of Committees of which they are not<br>members.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>36 Nokia in 2025 | |
| --- | |
| The Audit Committee<br>The following table sets forth the members of the Audit<br>Committee and their meeting attendance in 2025:<br>Attendance<br>Member Meetings %<br>Carla Smits-Nusteling (Chair until 29<br>April 2025) 3/3 100 %<br>Thomas Dannenfeldt (Chair as of 29<br>April 2025) 6/6 100 %<br>Pernille Erenbjerg (as of 29 April<br>2025) 3/3 100 %<br>Lisa Hook 6/6 100 %<br>Mike McNamara 6/6 100 %<br>Average attendance (%) 100 %<br>The Committee consists of a minimum of three members of the<br>Board who meet all applicable independence, financial literacy<br>and other requirements as stipulated by Finnish law, the Finnish<br>Corporate Governance Code and the rules of the NYSE.<br>As of 29 April 2025, the Audit Committee has consisted of the<br>following four members of the Board: Thomas Dannenfeldt<br>(Chair), Pernille Erenbjerg, Lisa Hook and Mike McNamara.<br>The Committee is responsible for assisting the Board in the<br>oversight of:<br> ▪ the quality and integrity of the Company’s financial<br>statements, related disclosures and sustainability reporting;<br> ▪ the statutory audit of the Company’s financial statements,<br>related disclosures and sustainability reporting;<br> ▪ the qualifications and independence of the external auditor<br>and the sustainability reporting assurer;<br> ▪ the performance of the external auditor and the assurer<br>subject to the requirements of Finnish law;<br> ▪ the performance of the Company’s internal controls, risk<br>management and the assurance function;<br> ▪ the performance of the internal audit function;<br> ▪ the Company’s compliance with legal and regulatory<br>requirements, including the performance of its ethics and<br>compliance program;<br> ▪ the monitoring and assessment of any related party<br>transactions;<br> ▪ the pension liabilities and taxation of the Company; and<br> ▪ the processes and management related to the cybersecurity<br>of the Company, including information and services security.<br>In discharging its oversight role, the Audit Committee has full<br>access to all Company books, records, facilities and personnel.<br>The Audit Committee also maintains procedures for the receipt,<br>retention and treatment of complaints received by Nokia<br>regarding accounting, internal controls, auditing or<br>sustainability reporting matters and for the confidential,<br>anonymous submission by our employees of concerns relating<br>to accounting, auditing or sustainability reporting assurance<br>matters. Nokia’s disclosure controls and procedures, which are<br>reviewed by the Audit Committee and approved by the President<br>and CEO and the Chief Financial Officer, as well as the internal<br>controls over financial reporting, are designed to provide<br>reasonable assurance regarding the quality and integrity of<br>Nokia’s financial statements and related disclosures. For further<br>information on internal control over financial reporting, refer to<br>the section “Risk management, internal control and internal<br>audit functions at Nokia––Description of internal control<br>procedures in relation to the financial reporting process”.<br>Under the Finnish Companies Act, an external auditor and a<br>sustainability reporting assurer are elected by a simple majority<br>vote of the shareholders at the Annual General Meeting for one<br>year at a time. The Audit Committee prepares the proposal to<br>the shareholders for the election of the nominees, upon its<br>evaluation of the qualifications and independence of the<br>external auditor and the sustainability reporting assurer. Under<br>Finnish law, the fees of the external auditor and of the<br>sustainability reporting assurer are approved by the<br>shareholders by a simple majority vote at the Annual General<br>Meeting. The Committee prepares the proposals to the<br>shareholders in respect of the fees of the external auditor and<br>the sustainability reporting assurer, and approves their annual<br>fees under the guidance given by the Annual General Meeting.<br>For information about the fees paid to Nokia’s external auditor<br>and sustainability reporting assurer, Deloitte Oy, during 2025<br>refer to the section “Auditor fees and services”.<br>The Board has determined all current Committee members be<br> ‘financially literate’ satisfying the applicable financial-sophistication requirement by the New York Stock Exchange. In<br>addition, three Committee members, Thomas Dannenfeldt,<br>Pernille Erenbjerg and Lisa Hook, are determined to be ‘audit<br>committee financial experts’ as defined in the requirements of<br>Item 16A of the Annual Report on Form 20-F filed with the U.S.<br>Securities and Exchange Commission (SEC). All members of the<br>Audit Committee are “independent directors” as defined by<br>Finnish law, the Finnish Corporate Governance Code and in<br>Section 303A.02 of the NYSE Listed Company Manual.<br>The Audit Committee meets a minimum of four times a year.<br>The Committee meets separately with the representatives of<br>Nokia’s management, heads of the internal audit, and ethics and<br>compliance functions, and the external auditor in connection<br>with each regularly scheduled meeting. The head of the internal<br>audit function has, at all times, direct access to the Audit<br>Committee, without the involvement of management.<br>Audit Committee pre-approval policies and procedures<br>The Audit Committee of the Board is responsible, among other<br>matters, for oversight of the external auditor’s independence,<br>subject to the requirements of applicable legislation. The Audit<br>Committee has adopted a policy regarding an approval<br>procedure of audit services performed by the external auditors<br>of the Nokia Group and permissible non-audit services<br>performed by the principal external auditor of the Nokia Group<br>(the “Pre-approval Policy”).<br>Under the Pre-approval Policy, proposed services either: (i) may<br>be pre-approved by the Audit Committee in accordance with<br>certain service categories described in the Pre-approval Policy<br>(general pre-approval); or (ii) require the specific pre-approval<br>of the Audit Committee (specific pre-approval). The Pre-approval Policy sets out the audit, audit-related, tax and other<br>services that have received the general pre-approval of the<br>Audit Committee. All other audit, audit-related (including<br>services related to internal controls and significant mergers and<br>acquisitions projects), tax and other services are subject to<br>specific pre-approval by the Audit Committee. All service<br>requests concerning generally pre-approved services are<br>submitted to an appointed Audit Committee delegate within<br>management, who determines whether the services are within<br>the generally pre-approved services. The Pre-approval Policy is<br>subject to annual review by the Audit Committee.<br>The Audit Committee establishes budgeted fee levels annually<br>for each of the categories of audit and non-audit services that<br>are pre-approved under the Pre-approval Policy, namely, audit,<br>audit-related, tax and other services. At each regular meeting of<br>the Audit Committee, the auditor provides a report in order for<br>the Audit Committee to review the services that the auditor is<br>providing, as well as the cost of those services.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>37 Nokia in 2025 | |
| --- | |
| The Corporate Governance and Nomination Committee<br>The following table sets forth the members of the Corporate<br>Governance and Nomination Committee and their meeting<br>attendance in 2025:<br>Attendance<br>Member Meetings %<br>Timo Ihamuotila (Chair as of 29 April<br>2025) 4/4 100 %<br>Søren Skou (Chair until 29 April<br>2025) 2/2 100 %<br>Sari Baldauf 6/6 100 %<br>Pernille Erenbjerg (as of 29 April<br>2025) 3/4 75 %<br>Lisa Hook (until 29 April 2025) 2/2 100 %<br>Thomas Saueressig (as of 29 April<br>2025) 4/4 100 %<br>Carla Smits-Nusteling (until 29 April<br>2025) 2/2 100 %<br>Kai Öistämö (until 29 April 2025) 2/2 100 %<br>Average attendance (%) 96 %<br>The Committee consists of three to five members of the Board<br>who meet all applicable independence requirements as<br>stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE.<br>As of 29 April 2025, the Corporate Governance and Nomination<br>Committee has consisted of the following four members of the<br>Board: Timo Ihamuotila (Chair), Sari Baldauf, Pernille Erenbjerg<br>and Thomas Saueressig.<br>The Committee fulfills its responsibilities by:<br> ▪ actively identifying individuals qualified to be elected<br>members of the Board, as well as considering and evaluating<br>the appropriate level and structure of director remuneration;<br> ▪ preparing and evaluating the principles regarding Board<br>diversity;<br> ▪ preparing proposals to the shareholders on the director<br>nominees for election at the general meetings, as well as<br>director remuneration;<br> ▪ monitoring and assessing the directors’ current and planned<br>time commitments outside the Nokia Board and their<br>attendance at Nokia Board and Committee meetings;<br> ▪ monitoring significant developments in the law and practice<br>of corporate governance, including sustainability-related<br>governance trends and the directors’ duties and<br>responsibilities;<br> ▪ assisting the Board and each Committee of the Board in its<br>annual performance evaluation process, including<br>establishing criteria to be applied in connection with such<br>evaluations;<br> ▪ developing and administering Nokia’s Corporate Governance<br>Guidelines and giving recommendations regarding them to<br>the Board; and<br> ▪ reviewing Nokia’s disclosure in the corporate governance<br>statement.<br>The Committee has the power and practice to appoint a<br>recruitment firm to identify appropriate new director candidates.<br>The Personnel Committee<br>The following table sets forth the members of the Personnel<br>Committee and their meeting attendance in 2025:<br>Attendance<br>Member Meetings %<br>Thomas Dannenfeldt (Chair) 5/5 100 %<br>Timo Ahopelto 5/5 100 %<br>Sari Baldauf 5/5 100 %<br>Elizabeth Crain 5/5 100 %<br>Average attendance (%) 100 %<br>The Committee consists of a minimum of three members of the<br>Board who meet all applicable independence requirements as<br>stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE.<br>As of 29 April 2025, the Personnel Committee has consisted of<br>the following four members of the Board: Thomas Dannenfeldt<br>(Chair), Timo Ahopelto, Sari Baldauf and Elizabeth Crain.<br>The Committee has overall responsibility for evaluating,<br>resolving and making recommendations to the Board regarding:<br> ▪ preparing the Remuneration Policy and the Remuneration<br>Report;<br> ▪ compensation and terms of employment of the Company’s<br>senior management;<br> ▪ human capital management;<br> ▪ all equity-based plans;<br> ▪ incentive compensation plans, policies and programs of the<br>Company affecting executives; and<br> ▪ possible other significant incentive plans.<br>The Committee is responsible for preparing the Remuneration<br>Policy, including Nokia’s compensation philosophy and<br>principles and ensuring that the Company’s compensation<br>programs are performance-based, designed to contribute to<br>long-term shareholder value creation in line with shareholders’<br>interests, properly motivate management and are aligned with<br>the Remuneration Policy, as well as supporting overall<br>corporate strategies.<br>The Committee also oversees human capital management and<br>periodically reviews the personnel policies and practices of<br>Nokia related to human capital management and social<br>responsibilities relating to its employees, including Company<br>culture, physical safety, employee wellbeing, morale, diversity,<br>talent management and development, succession planning,<br>resourcing, recruiting, attrition, retention and employee<br>engagement.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>38 Nokia in 2025 | |
| --- | |
| The Strategy Committee<br>The following table sets forth the members of the Strategy<br>Committee and their meeting attendance in 2025:<br>Attendance<br>Member Meetings %<br>Elizabeth Crain (Chair) 7/7 100 %<br>Sari Baldauf 7/7 100 %<br>Thomas Dannenfeldt (until 29 April<br>2025) 3/4 75 %<br>Lisa Hook 7/7 100 %<br>Timo Ihamuotila (as of 29 April<br>2025) 3/3 100 %<br>Søren Skou (until 29 April 2025) 2/4 50 %<br>Kai Öistämö (as of 29 April 2025) 3/3 100 %<br>Average attendance (%) 91 %<br>The Committee consists of a minimum of three members of the<br>Board and the majority of them shall meet all applicable<br>independence requirements as stipulated by the Finnish<br>Corporate Governance Code and the rules of the NYSE.<br>As of 29 April 2025, the Strategy Committee has consisted of<br>the following five members of the Board: Elizabeth Crain (Chair),<br>Sari Baldauf, Lisa Hook, Timo Ihamuotila and Kai Öistämö.<br>The Committee is established by the Board primarily for the<br>purpose of assisting the Board with respect to various strategic<br>initiatives related to developing Nokia’s corporate and business<br>strategies and capturing the strategic opportunities identified<br>under them.<br>The Committee’s duties may include:<br> ▪ overseeing the preparation of strategies related to strategic<br>initiatives;<br> ▪ reviewing the prospective alternatives for the strategic<br>initiatives identified by management;<br> ▪ acting as a preparatory body for assessing the specific<br>strategic initiatives requiring the Board’s decision;<br> ▪ overseeing the implementation of the strategic initiatives;<br>and<br> ▪ evaluating the outcomes of the strategic initiatives, focusing<br>on their implementation, financial results and long-term<br>success.<br>The Technology Committee<br>The following table sets forth the members of the Technology<br>Committee and their meeting attendance in 2025:<br>Attendance<br>Member Meetings %<br>Kai Öistämö (Chair) 5/5 100 %<br>Timo Ahopelto 5/5 100 %<br>Mike McNamara 5/5 100 %<br>Thomas Saueressig 5/5 100 %<br>Average attendance (%) 100 %<br>The Committee consists of a minimum of three members of the<br>Board and the majority of them shall meet applicable<br>independence requirements as stipulated by Finnish law, the<br>Finnish Corporate Governance Code and the rules of the NYSE<br>and have such skills in innovation, technology and science<br>matters as the Board determines adequate from time to time.<br>As of 29 April 2025, the Technology Committee has consisted<br>of the following four members of the Board: Kai Öistämö (Chair),<br>Timo Ahopelto, Mike McNamara and Thomas Saueressig.<br>In its dialogue with and provision of feedback and advice to the<br>management, the Committee will periodically review:<br> ▪ the Company’s technological competitiveness and new<br>strategic technology initiatives as well as market trends,<br>considering both organic and inorganic options to retain or<br>attain competitiveness;<br> ▪ the Company’s approach to major technological innovations;<br> ▪ key technology trends that may result in disruptive threats<br>or opportunities and proposals on how to adequately<br>address them;<br> ▪ high-level risks and opportunities associated with the<br>Company’s Research and Development Programs;<br> ▪ embedding sustainability in the technology roadmaps; and<br> ▪ the processes and management related to the cybersecurity<br>of the Company, including product and customer security.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>39 Nokia in 2025 | |
| --- | |
| Group Leadership Team and<br>the President and CEO<br>The Group Leadership Team is responsible for the operative<br>management of Nokia. The Group Leadership Team is chaired<br>by the President and CEO. The President and CEO’s rights and<br>responsibilities include those allotted to the President under<br>Finnish law.<br>At 31 December 2025, the Group Leadership Team consisted of<br>12 members, including the President and CEO, representing five<br>different nationalities. In total 25% of the Group Leadership<br>Team members were female. The table shown to the right sets<br>forth the biographical information of the Group Leadership<br>Team members.<br>At 31 December 2025, a total of 2 117 191 Nokia shares and a<br>total of 275 368 American Depositary Shares (ADSs) were held<br>by the Group Leadership Team members. These holdings<br>represented approximately 0.04% of our total shares and<br>voting rights excluding shares held by the Nokia Group. The<br>number of shares includes shares received as compensation as<br>well as shares acquired through other means. Stock options or<br>other equity awards that are deemed as being beneficially<br>owned under the applicable SEC rules are not included in the<br>table.<br>Summary of changes in the Group Leadership Team in 2025<br>The following members stepped down from the Group<br>Leadership Team:<br> ▪ Pekka Lundmark, President and Chief Executive Officer, as<br>of 31 March 2025;<br> ▪ Lorna Gibb, Chief People Officer, as of 13 June 2025;<br> ▪ Federico Guillén, President of Network Infrastructure, as<br>of 30 June 2025;<br> ▪ Nishant Batra, Chief Strategy and Technology Officer, as<br>of 30 September 2025; and<br> ▪ Tommi Uitto, President of Mobile Networks, as of<br>31 December 2025.<br>The Group Leadership Team was complemented with five<br>new appointments:<br> ▪ Justin Hotard, President and Chief Executive Officer,<br>effective 1 April 2025;<br> ▪ Victoria Hanrahan, Chief of Staff to Nokia’s President and<br>CEO, effective 16 June 2025;<br> ▪ David Heard, President of Network Infrastructure, effective<br>1 July 2025;<br> ▪ Pallavi Mahajan, Chief Technology and AI Officer, effective<br>1 October 2025;<br> ▪ Konstanty Owczarek, Chief Corporate Development Officer,<br>effective 1 October 2025; and<br> ▪ Furthermore, on 10 November 2025, Nokia announced the<br>appointment of Kristen Pressner as Chief People Officer, to<br>take effect during the second quarter of 2026.<br>Name Position Gender Year of birth Nationality On GLT since Shares ADSs<br>Justin Hotard President and CEO Male 1974 American 2025 609 274<br>Louise Fisk Chief Communications Officer<br>(currently Chief Communications and<br>Marketing Officer)<br>Female 1976 British 2024 52 063<br>Patrik Hammarén President of Nokia Technologies<br>(currently President of Technology<br>Standards)<br>Male 1982 Finnish 2024 40 387<br>Victoria Hanrahan Chief of Staff to the President and CEO Female 1988 American 2025 —<br>Mikko Hautala Chief Geopolitical and Government<br>Relations Officer<br>Male 1972 Finnish 2024 2 800<br>David Heard President of Network Infrastructure Male 1968 American 2025 275 368<br>Pallavi Mahajan Chief Technology and AI Officer Female 1977 Indian/American 2025 —<br>Esa Niinimäki Chief Legal Officer (currently Chief Legal<br>and Administrative Officer) and interim<br>Chief People Officer<br>Male 1976 Finnish 2023 79 281<br>Konstanty Owczarek Chief Corporate Development Officer Male 1979 American 2025 —<br>Raghav Sahgal President of Cloud and Network Services<br>(currently Chief Customer Officer)<br>Male 1962 American 2020 719 174<br>Tommi Uitto President of Mobile Networks Male 1969 Finnish 2019 256 042<br>Marco Wirén Chief Financial Officer Male 1966 Finnish/Swedish 2020 358 170<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>40 Nokia in 2025 | |
| --- | |
| Biographical details of the current members of the Nokia Group Leadership Team<br>Justin Hotard Louise Fisk Patrik Hammarén Victoria Hanrahan<br>b. 1974 b. 1976 b. 1982 b. 1988<br>President and Chief Executive Officer<br>(CEO) since 2025.<br>MBA from the MIT Sloan School of<br>Management, Massachusetts, United<br>States. Bachelor of Science in Electrical<br>Engineering from the University of Illinois<br>Urbana-Champaign, Illinois, United<br>States.<br>Executive Vice President and General<br>Manager, Data Center & AI Group, Intel<br>2024–2025. Executive Vice President<br>and General Manager, High-Performance Computing, AI & Labs,<br>HPE, 2021–2024. Senior Vice President,<br>President and Managing Director of HPE<br>Japan and China, HPE 2019–2020.<br>Senior Vice President and General<br>Manager, Volume Global Business Unit,<br>HPE 2017–2019. Vice President,<br>Strategy, Planning & Operations, Data<br>Center Infrastructure Group, HPE 2015–<br>2016. President and General Manager,<br>Global Small Business Cloud Platform,<br>NCR Corporation 2013–2014. VP,<br>Corporate Development, NCR Corp.<br>2012–2013. Vice President and General<br>Manager, NCR Entertainment, NCR Corp.<br>2010–2012. Senior Director, Mergers &<br>Acquisitions, NCR Corp. 2007–2010.<br>Director, Product Management, Symbol<br>Technologies 2005–2007. Senior<br>Manager, Corporate Development,<br>Symbol Technologies 2003–2005.<br>Business Development Analyst, Surface<br>Logix 2002–2003. Senior Systems<br>Engineer, Motorola Inc. 1996–2000.<br>Chief Communications and Marketing<br>Officer (CCMO). Group Leadership<br>Team member since 2024. Joined<br>Nokia in 2020.<br>Advanced executive leadership<br>development, DUKE University, North<br>Carolina, United States. Advanced<br>global leadership, INSEAD business<br>school, France. Post graduate diploma<br>in PR & Journalism, University of Wales,<br>College of Cardiff, United Kingdom. BA<br>Hons in Communication, University of<br>Wales, College of Cardiff, United<br>Kingdom.<br>Vice President, Corporate Affairs<br>Programs & Corporate<br>Communications, Nokia 2020–2024.<br>Global leadership team,<br>Communications and Marketing<br>Director, BAE Systems Applied<br>Intelligence 2015–2019. Head of Global<br>Communications, Investor Relations<br>and Marketing, Innovation Group 2012–<br>2015. Global PR Director & Deputy<br>Communications Director, Logica<br>2006–2012. Partner & Associate<br>Director, LEWIS Communications 1999–<br>2006.<br>Trustee of the Williams Syndrome<br>Foundation.<br>President of Technology Standards.<br>Group Leadership Team member since<br>2024. Joined Nokia in 2007.<br>Master of Law, University of Helsinki,<br>Finland. Master of Science (Information<br>Networks), Aalto University, Finland.<br>Chief Licensing Officer Wireless<br>Technologies, Nokia Technologies<br>2024–2024. Vice President, Head of IoT<br>Licensing Program, Nokia Technologies<br>2022–2024. Head of Patent Licensing<br>Greater China, Nokia Technologies<br>2020–2022. Director, Patent Licensing,<br>Nokia Technologies 2018–2020.<br>Manager, Patent Licensing, Nokia<br>Technologies 2014–2018. Senior Legal<br>Counsel, HERE, Nokia 2013–2014. Legal<br>Counsel, HERE Nokia 2013–2013. Legal<br>Counsel, Central and East Europe, Nokia<br>2012–2013. Legal Counsel, Central<br>Europe, Nokia 2011–2012. Legal<br>Counsel, MeeGo & Open Source, Nokia<br>2007–2011.<br>Chief of Staff to Nokia’s President and<br>CEO. Group Leadership Team member<br>since 2025. Joined Nokia in 2025.<br>MBA from the University of Houston,<br>Texas, United States. Bachelor of<br>Business Administration, Texas A&M<br>University, Texas, United States.<br>Vice President, Global Marketing - High<br>Performance Compute & Artificial<br>Intelligence, HPE 2023–2024. Director,<br>Chief of Staff, HPC & AI Business Unit,<br>HPE 2021–2023. Manager, Marketing<br>Strategy, HPE 2019–2021. Senior<br>Product Marketing Manager, HPE 2015–<br>2019. Product Marketing Manager,<br>Neuromodulation Division, St. Jude<br>Medical 2013–2015. Marketing<br>Communications Coordinator, St. Jude<br>Medical 2010–2013.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>41 Nokia in 2025 | |
| --- | |
| Biographical details of the current members of the Nokia Group Leadership Team continued<br>Mikko Hautala David Heard Pallavi Mahajan Esa Niinimäki<br>b. 1972 b. 1968 b. 1977 b. 1976<br>Chief Geopolitical & Government<br>Relations Officer, and Chairman, Nokia<br>Defense. Group Leadership Team<br>member since 2024. Joined Nokia in<br>2024.<br>Master of Social Sciences (Political<br>history), University of Helsinki, Finland.<br>Master of Philosophy (Slavic languages),<br>University of Helsinki, Finland.<br>Ambassador, Head of Mission, Embassy<br>of Finland, Washington DC 2020–2024.<br>Ambassador, Head of Mission, Embassy<br>of Finland, Moscow 2016–2020. Foreign<br>Policy Adviser to the President, Office<br>of the President of the Republic of<br>Finland, Helsinki 2012–2016. Minister,<br>Deputy Head of Mission, Embassy of<br>Finland, Moscow 2011–2012.<br>Diplomatic Adviser to the Minister of<br>Foreign Affairs, Ministry for Foreign<br>Affairs, Helsinki 2007–2011. First<br>Secretary, Permanent Representation<br>of Finland to the EU, Brussels 2002–<br>2007. Attaché, Ministry for Foreign<br>Affairs, Helsinki 2001–2002. Attaché,<br>Embassy of Finland, Kyiv 1999–2001.<br>Visa Officer, Embassy of Finland, Kyiv<br>1998–1999.<br>Board Member Support for Finnish<br>Society (SYT) foundation. Chairman of<br>the Council, The John Morton Center<br>for North American Studies, University<br>of Turku, Finland.<br>President of Network Infrastructure.<br>Group Leadership Team member since<br>2025. Joined Nokia in 2025.<br>Master’s degree in Management<br>Science (Sloan), Stanford University<br>Graduate School of Business, California,<br>United States. Master of Business<br>Administration (MBA), University of<br>Dayton, Ohio, United States. Bachelor<br>of Arts, Production & Operations<br>Management, Ohio State University,<br>Ohio, United States.<br>Chief Growth Officer at Network<br>Infrastructure, Nokia February–June<br>2025. Chief Executive Officer, Infinera<br>2020–2025. Chief Operations Officer<br>and various senior positions, Infinera<br>2017–2020. Cloud Service Provider<br>(Executive Consultant - External), Dell<br>2015-2016. President, Network &<br>Service (Software) Enablement, JDSU<br>2010–2015. Chief Operating Officer,<br>BigBand Networks 2007–2010.<br>President & CEO, Somera<br>Communications (Jabil) 2004–2006.<br>President, Switching Systems, Tekelec<br>(Oracle) 2003–2004. President & CEO,<br>Santera Systems Inc. (Oracle) 2003–<br>2004. General Manager & Vice<br>President Wireless, various positions,<br>Alcatel Lucent 1996–2000. Vice<br>President of Access, AT&T (Lucent<br>Technologies) 1990–1996.<br>Chief Technology and AI Officer. Group<br>Leadership Team member since 2025.<br>Joined Nokia in 2025.<br>Bachelor of Technology degree in<br>Computer Science, the National<br>Institute of Technology Kurukshetra,<br>India. Master degree in Science in<br>Software Systems from Birla Institute<br>of Technology and Science, India.<br>Advanced Leadership Program at<br>Stanford University Graduate School of<br>Business, California, United States.<br>Corporate Vice President & General<br>Manager, Data Center and AI Group,<br>Intel 2024–2025. Corporate Vice<br>President & GM, Network and Edge<br>Group, Intel 2022–2024. Vice President,<br>Solutions Engineering & Customer<br>Experience, High Performance<br>Compute, Hewlett Packard Enterprise<br>2021–2022. Vice President, Head of<br>Software Engineering for Compute,<br>Hewlett Packard Enterprise 2020–2021.<br>Vice President Engineering, Juniper<br>Networks 2016–2019. Several senior<br>positions, Juniper Networks 2003–<br>2016. Technical Lead, BayPackets<br>2001–2003. Research Engineer, Centre<br>for Development of Telematics (C-DOT)<br>1998–2001.<br>Chief Legal and Administrative Officer,<br>Interim Chief People Officer and Board<br>Secretary. Group Leadership Team<br>member since 2023. Joined Nokia in<br>2007.<br>Master of Laws, Fordham University,<br>School of Law, New York, United States.<br>Master of Law, University of Helsinki,<br>Finland.<br>Interim Chief Legal Officer, Nokia 2022–<br>2023. Deputy Chief Legal Officer, Vice<br>President, Corporate Legal and Board<br>Secretary, Nokia 2018–2023. General<br>Counsel, Global Services, Nokia 2015–<br>2018. Head of Corporate Legal, Nokia<br>Solutions and Networks and Head of<br>Finance & Labor Legal, Nokia 2013–<br>2015. Senior Legal Counsel, Legal and<br>IP, India, Middle East and Africa, Nokia<br>2012–2013. (Senior) Legal Counsel,<br>Corporate Legal, Nokia 2007–2011.<br>Group Legal Counsel, Metsä Group<br>2005–2007. Associate Lawyer, White &<br>Case LLP 2003–2005.<br>Chair of Legal Affairs Committee of the<br>Confederation of Finnish Industries.<br>Member of the Market Practice Board<br>of Securities Market Association and<br>the Policy Committee of the Directors’<br>Institute Finland.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>42 Nokia in 2025 | |
| --- | |
| Biographical details of the current members of the Nokia Group Leadership Team continued<br>Konstanty Owczarek Raghav Sahgal Marco Wirén<br>b. 1979 b. 1962 b. 1966<br>Chief Corporate Development Officer<br>(CCDO). Group Leadership Team member<br>since 2025. Joined Nokia in 2025.<br>Master’s degree in Finance and Banking,<br>University of Lodz, Poland. Bachelor’s<br>degree in Business Administration, Emory<br>University, Georgia, United States.<br>Managing Partner and Founder, KJO<br>Advisors LLC 2024–2025. Chief<br>Strategy Officer and Chief Operating<br>Officer, High Performance Computing,<br>AI & Research business unit, Hewlett<br>Packard Enterprise 2022–2024. Head of<br>Strategy and Innovation and Head of<br>New Markets, AIG Life, American<br>International Group, Inc. 2020–2022.<br>Head of Mergers & Acquisitions and<br>Strategy, AIG Life & Retirement,<br>American International Group, Inc.<br>2018–2020. Director, AIG Corporate<br>Development, American International<br>Group, Inc. 2015–2017. Founding<br>Partner, Strategic Risk Capital Advisors,<br>LLC 2009–2015. Director, Integrated<br>Finance Ltd. (IFL) / Marakon Associates<br>2004–2009. Analyst, Technology, Media<br>and Telecommunications unit, Bear<br>Stearns & Co. 2003–2004.<br>Chief Customer Officer. Group<br>Leadership Team member since 2020.<br>Joined Nokia in 2017.<br>Master of Science in Computer Systems<br>Management, University of Maryland,<br>Maryland, United States. Bachelor of<br>Science in Computer Engineering,<br>Tulane University, Louisiana, United<br>States. Executive Business Certificate in<br>General Management, Harvard<br>University, Massachusetts, United<br>States.<br>President of Nokia Enterprise 2020.<br>Senior Vice President, Nokia Software<br>2017–2020. President, NICE Ltd. Asia<br>Pacific and the Middle East 2010–2017.<br>Advisory Board Member, Orga Systems<br>2010–2014. Vice President,<br>Communications Business Unit, Asia<br>Pacific & Japan, Oracle 2008–2010.<br>Chief Business Officer, Comverse<br>2005–2006. Executive Vice President,<br>Asia Pacific, CSG 2002–2005. Vice<br>President, Software Products Group<br>Asia Pacific, Lucent Technologies 2000–<br>2002.<br>Chief Financial Officer (CFO). Group<br>Leadership Team member since 2020.<br>Joined Nokia in 2020.<br>Master’s degree in Business<br>Administration, University of Uppsala,<br>Sweden. Studies in management and<br>strategic leadership, including at Duke<br>Business School, North Carolina, United<br>States; IMD, Switzerland and Stockholm<br>School of Economics, Sweden.<br>President, Wärtsilä Energy and<br>Executive Vice President, Wärtsilä<br>Group 2018–2020. Executive Vice<br>President and CFO, Wärtsilä Group<br>2013–2018. Executive Vice President<br>and CFO, SSAB Group 2008–2013. Vice<br>President, Business Control, SSAB<br>Group 2007–2008. CFO, Eltel Networks<br>2006–2007. Vice President of Business<br>Development, Eltel Networks 2004–<br>2005. Head of Service Division, Eltel<br>Networks 2003–2004. Vice President,<br>Corporate Development, Eltel Networks<br>2002–2003. Vice President, Strategy &<br>Business Development, NCC Group<br>1999–2002. Head of Strategic Planning,<br>NCC Group 1998–1999. Group<br>Controller, NCC Group 1996–1998.<br>Vice Chair of the Board of Directors of<br>Neste Corporation 2019–2023 and<br>member of the Board 2015–2023.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>43 Nokia in 2025 | |
| --- | |
| Risk management, internal control and<br>internal audit functions at Nokia<br>Risk management principles<br>We have a systematic and structured approach to risk<br>management. It covers strategic, operational, financial,<br>compliance and reputational risks and opportunities, including<br>potentially material impacts to people and the environment. The<br>principles documented in the Nokia Enterprise Risk Management<br>(ERM) Policy, which is approved by the Audit Committee of the<br>Board, require risk management and its elements to be<br>integrated into key processes:<br> ▪ ERM is an integral part of Nokia’s objective setting and key<br>decision making<br>Key risks and opportunities are primarily identified against<br>business targets either in business operations or as an<br>integral part of strategy and financial planning. Those are<br>monitored as part of the management and business<br>performance information flow. Our overall risk management<br>concept is based on managing the key risks that would<br>prevent us from meeting our objectives, rather than<br>focusing on eliminating all risks.<br> ▪ ERM is a core component of Nokia’s corporate governance<br>ERM accountability runs through the Company and is<br>embedded into Nokia corporate governance. The Board of<br>Directors and the Group Leadership Team are committed to<br>effective risk management as a core management capability<br>that supports Nokia in achieving strategic, tactical and<br>operational business objectives and in managing business<br>performance.<br> ▪ Risk ownership follows business ownership<br>Nokia ERM is aligned to the overall Nokia governance model,<br>where Nokia’s businesses are accountable for meeting<br>approved plans and targets as agreed within Nokia. Each<br>business or function head is an owner of the risks in their<br>respective responsibility area and is responsible for<br>identifying and managing key risks and capturing<br>opportunities.<br> ▪ ERM is an area of continuous improvement<br>ERM is an area of continuous improvement for Nokia. The<br>Chief Financial Officer, who also functions as the Chief Risk<br>Officer, provides guidance and sponsors the development of<br>ERM practices and ERM improvement.<br>In addition to the principles defined in the Nokia Enterprise Risk<br>Management Policy, other key corporate level policies reflect<br>the implementation of specific aspects of risk management.<br>Cybersecurity risk management<br>Nokia, along with its partners and contracted third parties, faces<br>cybersecurity threats like ransomware, viruses, worms and<br>other malicious software, unauthorized modifications, or illegal<br>activities that may cause potential security risks and other harm<br>to Nokia, its customers or consumers and other end-users of<br>Nokia’s products and services. The dynamic nature of IT<br>technologies, including the introduction of AI technologies,<br>increase these risks.<br>Cybersecurity incidents can lead to lengthy and costly incident<br>response, remediation of the attack affecting business<br>continuity, or breach and legal proceedings and fines imposed<br>on Nokia, as well as adverse effects to Nokia’s reputation and<br>brand value. Despite sustained investments, preventing,<br>detecting and containing cyber-attacks remain challenging.<br>Additionally, the regulatory framework around responding to<br>and disclosing such events is in flux and we may not be able to<br>comply with the regulations.<br>We face a number of cybersecurity risks within our business.<br>Although such risks have not materially affected us thus far,<br>including our business strategy, results of operations, or<br>financial condition, we have experienced threats to and<br>breaches of our data and systems, including malware and<br>computer virus attacks. We continue to address these<br>challenges, but there is no guarantee against future attacks.<br>Nokia has well-established cybersecurity processes built into its<br>overall security risk management framework. This integration is<br>achieved through the implementation of a security program set on<br>various processes, such as cybersecurity risk management, third-party security risk management, security incident management and<br>business continuity and disaster recovery planning. In evaluation of<br>the effectiveness of our cybersecurity processes and their<br>alignment with the industry best practices, we have engaged and<br>may engage in the future with third party advisers and consultants.<br>The Chief Security Officer, who has the authority to establish<br>and oversee the Nokia information security program, keeps<br>Nokia’s executive leadership informed on program outcomes<br>and highlights information security risks which may affect Nokia<br>business and customers. Nokia’s executive leadership provides<br>direction and support and has the responsibility to execute the<br>program within their own domains. Key principles are<br>communicated through the Nokia Information Security Policy,<br>applicable also to third parties and collaborators and supported<br>by topical Standard Operation Procedures and guidelines.<br>Nokia’s commitment to security is reflected in the supplier<br>selection processes, contracts and supplier (re)assessments<br>that are designed to ensure effective security is in place in our<br>supply chain and with our third-party partners. We are dedicated<br>to adhering to applicable laws, regulations, contractual<br>commitments, and industry best practices, including but not<br>limited to ISO 27001, NIST SP 800 series, the Cloud Security<br>Alliance Control Matrix, and the Information Security Forum.<br>Nokia’s cybersecurity incidents are handled in the Security Incident<br>Management Process, which covers all phases of incident<br>response, including preparation, identification, containment,<br>eradication, recovery and post-incident analysis. Each confirmed<br>cybersecurity-related incident is assessed against a classification<br>scheme (impact on confidentiality, integrity and availability of the<br>related asset, urgency, and priority of the security incident).<br>Significant cybersecurity incidents are elevated and managed by<br>a cross-functional, executive management-level team, which is<br>responsible for making the necessary decisions and prioritizing<br>actions that can minimize the impact of the security incident to<br>Nokia and its customers. Members from the CFO and Legal,<br>Compliance & Sustainability teams are responsible for determining<br>the materiality of the security incident and promptly informing the<br>Audit Committee of the Board.<br>The Nokia management team for assessing and managing<br>cybersecurity threats includes members with training and<br>experience in security risk management, security governance, cyber<br>resilience, security incident management, information technology,<br>cybersecurity legal and compliance requirements and disclosures.<br>These activities are coordinated and overseen by the Chief Security<br>Officer, who leads the assessment of cybersecurity risks, ensures<br>the alignment between different functions to assess and manage<br>the risks and works with the designated risk owners through the<br>Cyber Risk Council and the Enterprise Risk Management framework.<br>The Chief Security Officer has extensive cybersecurity expertise,<br>having held cybersecurity‑related roles since 2012, and holds<br>undergraduate and post-graduate degrees in Engineering and<br>professional certifications in cyber security management. The<br>Cyber Risk Council includes members of our senior management<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>44 Nokia in 2025 | |
| --- | |
| with significant working experience in technology, cybersecurity and<br>risk management. For an overview of the training and experience of<br>the members of the Board and our assessment of their experience<br>and skills related to cybersecurity, please see “Main corporate<br>governance bodies of Nokia – Board of Directors”.<br>Description of internal control procedures in<br>relation to the financial reporting process<br>Management is responsible for establishing and maintaining<br>adequate internal control over Nokia’s financial reporting. Our<br>internal control over financial reporting is designed to provide<br>reasonable assurance to management and the Board regarding<br>the reliability of financial reporting and the preparation and fair<br>presentation of published financial statements.<br>Management conducts a yearly assessment of Nokia’s internal<br>controls over financial reporting in accordance with the Committee<br>of Sponsoring Organizations framework (the “COSO framework”,<br>2013) and the Control Objectives for Information and Related<br>Technology (COBIT) framework of internal controls. The assessment<br>is performed based on a top-down risk assessment of our financial<br>statements covering significant accounts, processes and locations,<br>corporate-level controls and information systems’ general controls.<br>As part of its assessment, management has documented: ▪ the corporate-level controls, which create the “tone from<br>the top” containing the Nokia values and Code of Conduct<br>and which provide discipline and structure to decision-making processes and ways of working. Selected items from<br>our operational mode and governance principles are<br>separately documented as corporate-level controls;<br> ▪ the significant processes: (i) give a complete end-to-end<br>view of all financial processes; (ii) identify key control points;<br>(iii) identify involved organizations; (iv) ensure coverage for<br>important accounts and financial statement assertions; and<br>(v) enable internal control management within Nokia;<br> ▪ the control activities, which consist of policies and<br>procedures to ensure management’s directives are carried<br>out and the related documentation is stored according to<br>our document retention practices and local statutory<br>requirements; and<br> ▪ the information systems’ general controls to ensure that<br>sufficient IT general controls, including change management,<br>system development and computer operations, as well as<br>access and authorizations, are in place.<br>Further, management has also: ▪ assessed the design of the controls in place aimed at<br>mitigating the financial reporting risks;<br> ▪ tested operating effectiveness of all key controls; and ▪ evaluated all noted deficiencies in internal controls over<br>financial reporting in the interim and as of year end.<br>In 2025, Nokia has followed the procedures as described above<br>and has reported on the progress and assessments to<br>management and to the Audit Committee of the Board on a<br>quarterly basis.<br>Description of the organization of the internal<br>audit function<br>We have an internal audit function that examines and evaluates<br>the adequacy and effectiveness of our system of internal<br>control. Internal audit reports to the Audit Committee of the<br>Board. The head of the internal audit function has direct access<br>to the Audit Committee, without the involvement of<br>management. The internal audit staffing levels and annual<br>budget are approved by the Audit Committee. All authority of the<br>internal audit function is derived from the Board. The internal<br>audit aligns to the business by business group and function.<br>Annually, a risk-based internal audit plan is developed taking<br>into account key business risks, emerging risks, external factors<br>and input from management. This plan is approved by the Audit<br>Committee. Audits are completed across business groups and<br>functions. The results of each audit are reported to<br>management identifying issues, financial impact, if any, and the<br>correcting actions to be completed. Quarterly, the internal audit<br>function communicates the progress of the internal audit plan<br>completion, including the results of the closed audits, to the<br>Audit Committee. Any changes to the risk environment<br>impacting the internal audit plan are presented to the Audit<br>Committee for review and approval on a quarterly basis.<br>Internal audit also works closely with Internal Controls and<br>Ethics and Compliance offices to review any financial and<br>compliance concerns brought to light from various channels<br>and, where relevant, works with Enterprise Risk Management to<br>ensure priority risk areas are reviewed through audits.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>45 Nokia in 2025 | |
| --- | |
| Related party transactions<br>We determine and monitor related parties in accordance with<br>the International Accounting Standards (IAS 24, Related Party<br>Disclosures) and other applicable regulations including the<br>applicable U.S. securities laws. We maintain information on our<br>related parties, as well as monitor and assess related party<br>transactions. As a main principle, all transactions should be<br>conducted at arm’s length and as part of the ordinary course of<br>business. In exceptional cases where these principles would be<br>deviated from, Nokia would set up a separate process to<br>determine the related parties in question and to seek relevant<br>approvals in accordance with internal guidelines and applicable<br>regulations.<br>Main procedures relating to insider<br>administration<br>Our insider administration is organized according to the<br>applicable European Union and Finnish laws and regulations as<br>well as applicable U.S. securities laws and regulations. In<br>addition, Nokia has adopted the Nokia Insider Trading Policy,<br>approved by the Board of Directors, which sets out Nokia-wide<br>rules and practices to ensure full compliance with applicable<br>rules and that inside information is recognized and treated in an<br>appropriate manner and with the highest integrity. The Nokia<br>Insider Trading Policy is applicable to all directors, executives<br>and employees of Nokia.<br>Persons discharging managerial responsibilities<br>Nokia has identified members of the Board of Directors and the<br>Group Leadership Team as persons discharging managerial<br>responsibilities who, along with persons closely associated with<br>them, are required to notify Nokia and the Finnish Financial<br>Supervisory Authority of their transactions with Nokia’s financial<br>instruments. Nokia publishes the transaction notifications.<br>In addition, according to the Nokia Insider Trading Policy,<br>persons discharging managerial responsibilities are obligated to<br>clear a planned transaction in Nokia’s financial instruments in<br>advance with the person in charge of the insider administration.<br>It is also recommended that trading and other transactions in<br>Nokia’s financial instruments are carried out in times when the<br>information available to the market is as complete as possible.<br>Closed window<br>Persons discharging managerial responsibilities are subject to a<br>closed window period of 30 calendar days preceding the<br>disclosure of Nokia’s quarterly or annual result announcements,<br>as well as the day of the disclosure. During the closed window<br>period, persons discharging managerial responsibilities are<br>prohibited from dealing in Nokia’s financial instruments.<br>Nokia has imposed this closed window period also on separately<br>designated financial reporting persons who are recurrently<br>involved with the preparation of Nokia’s quarterly and annual<br>results announcements. These persons are separately notified<br>of their status as designated financial reporting persons.<br>Insider registers<br>Nokia does not maintain a permanent insider register. Insiders<br>are identified on a case-by-case basis for specific projects and<br>are notified of their insider status. Persons included in a project-specific insider register are prohibited from dealing in Nokia’s<br>financial instruments until the project ends or is made public.<br>Supervision<br>Our insider administration’s responsibilities include, among<br>other matters, internal communications related to insider<br>matters and trading restrictions, setting up and maintaining our<br>insider registers and arranging related trainings, as well as<br>organizing and overseeing compliance with the insider rules.<br>Violations of the Nokia Insider Trading Policy must be reported<br>to the head of Corporate Legal. Nokia employees may also use<br>channels stated in the Nokia Code of Conduct for reporting<br>incidents involving suspected violations of the Nokia Insider<br>Trading Policy.<br>Auditor fees and services<br>Deloitte Oy, based in Helsinki, Finland, served as our auditor and<br>our sustainability reporting assurer for the financial year ended<br>31 December 2025 and for the financial year ended 31<br>December 2024. The auditor and the sustainability reporting<br>assurer are elected annually by our shareholders at the Annual<br>General Meeting for the next financial year commencing after<br>the election. On an annual basis, the Audit Committee of the<br>Board prepares a proposal to the shareholders regarding the<br>appointment of the auditor and the sustainability reporting<br>assurer based upon its evaluation of the qualifications and<br>independence of the auditor and the sustainability reporting<br>assurer to be proposed for election.<br>The following table presents fees by type paid to Deloitte’s<br>network of firms for the years ended 31 December:<br>EURm 2025 2024<br>Audit fees(1) 19.5 18.5<br>Audit-related fees(2) 2.3 2.5<br>Tax fees(3) 0.4 0.2<br>All other fees(4) 0.3 0.1<br>Total 22.5 21.3<br>(1) Audit fees consist of fees incurred for the annual audit of the Group’s<br>consolidated financial statements and the statutory financial statements of the<br>Group’s subsidiaries.<br>(2) Audit-related fees consist of fees billed for sustainability reporting assurance<br>approximately EUR 0.9 million (approximately EUR 1.4 million in 2024) as well as<br>other assurance and related services that are reasonably related to the<br>performance of the audit or review of the Group’s financial statements or that are<br>traditionally performed by the independent auditor, and include consultations<br>concerning financial accounting and reporting standards; advice and assistance in<br>connection with local statutory accounting requirements; due diligence related to<br>mergers and acquisitions; and audit procedures in connection with investigations<br>in the pre-litigation phase and compliance programs. They also include fees billed<br>for other audit services, which are those services that only the independent<br>auditor can reasonably provide, and include the provision of comfort letters and<br>consents in connection with statutory and regulatory filings and the review of<br>documents filed with the SEC and other capital markets or local financial reporting<br>regulatory bodies.<br>(3) Tax fees include fees billed for: (i) services related to tax compliance including<br>preparation and/or review of tax returns, preparation, review and/or filing of<br>various certificates and forms and consultation regarding tax returns and<br>assistance with revenue authority queries; compliance reviews, advice and<br>assistance on other indirect taxes; and transaction cost analysis; (ii) services<br>related to tax audits; (iii) services related to individual compliance (preparation of<br>individual tax returns and registrations for employees (non-executives), assistance<br>with applying for visas, residency, work permits and tax status for expatriates); (iv)<br>services related to technical guidance on tax matters; (v) services related to<br>transfer pricing advice and assistance with tax clearances; and (vi) tax consultation<br>and planning (advice on stock-based remuneration, local employer tax laws, social<br>security laws, employment laws and compensation programs and tax implications<br>on short-term international transfers).<br>(4) Other fees include fees billed for Company establishments, liquidations, forensic<br>accounting, data security, other consulting services and reference materials<br>and services.<br>Contents<br>Business overview<br>Corporate governance<br> • Corporate governance<br>statement<br>Remuneration<br>Board review<br>Financial statements<br>Other information<br>46 Nokia in 2025 | |
| --- | |
| Remuneration<br>This section sets out our remuneration<br>governance, policies and how they have<br>been implemented within Nokia. It<br>includes our Remuneration Report<br>where we disclose the remuneration of<br>our Board members and the President<br>and CEO for 2025, which will be<br>presented to the Annual General<br>Meeting (AGM) 2026 for an advisory<br>vote.<br>Shareholders have approved of our proposed amendments to<br>the Remuneration Policy in the 2025 AGM. A summary of the<br>Policy is set out in this section of the report and the full version<br>of the Policy is available on our website.<br>Other remuneration-related information provided alongside the<br>Remuneration Report is not subject to a vote at the AGM 2026<br>but provides added information on the Nokia Remuneration<br>Policy and remuneration practices applied within Nokia as well<br>as on the remuneration of the Group Leadership Team<br>members.<br>We report information applicable to executive remuneration in<br>accordance with Finnish regulatory requirements and with<br>requirements set by the US Securities and Exchange<br>Commission that are applicable to us.<br>Highlights<br> ▪ Overall performance in 2025 was solid, with net sales<br>growth, comparable operating profit(1) and strong free<br>cash flow(1) delivered in line with expectations, which are<br>reflected in the incentive payouts. Disciplined execution<br>helped offset FX headwinds, complete the Infinera<br>acquisition, accelerate AI & Cloud orders, and strengthen<br>the balance sheet while funding investments and<br>dividends.<br> ▪ Justin Hotard joined Nokia as President and CEO on 1<br>April 2025 at the same salary and variable pay<br>opportunities as his predecessor and was invited to<br>participate in a co-investment (eLTI) arrangement. In<br>addition, he received compensation for the loss of<br>forfeited awards on leaving his previous employer on a<br>like-for-like basis.<br> ▪ Justin Hotard’s 2025 short-term incentive (STI) was<br>subject to a score of operating profit, cash release(2)<br>,<br>health & safety and diversity objectives and resulted in an<br>overall STI payout of 129% of target opportunity.<br> ▪ Pekka Lundmark stepped down from the role of Nokia<br>President and CEO on 31 March 2025 and continued as<br>Advisor to the new President and CEO until 31 December<br>2025, to ensure a smooth leadership transition.<br> ▪ The former CEO received his base salary, benefits and<br>incentives throughout 2025. The remaining balance of his<br>notice period of 12 months until 9 February 2026 was<br>paid out together with his 2025 short-term incentive.<br> ▪ The long-term incentive (LTI) awards (performance<br>shares) granted to Pekka Lundmark and other GLT<br>members in 2022 fully lapsed following the end of the<br>three-year performance period in 2025.<br> ▪ The 2026 STI for the CEO will be subject to comparable<br>operating profit in constant currency(2) and free cash<br>flow(1) measures, with potential Board downward<br>discretion on health and safety and workforce<br>composition.<br> ▪ The 2026 metrics for the LTI (performance shares) for<br>Justin Hotard and the rest of the GLT will continue to be<br>subject to a scorecard of relative Total Shareholder<br>Return (“TSR”), cumulative reported Earnings Per Share<br>(EPS) and greenhouse gas (GHG) emission reduction.<br> ▪ Justin Hotard received a salary increase of approximately<br>6.0% in 2026, to bring his total target remuneration<br>closer to the market level, this will remain significantly<br>below the US benchmark primarily due to the significantly<br>lower LTI award.<br>Further details of all of these matters are set out in the Remuneration Report.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>47 Nokia in 2025<br>(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”<br>section<br>(2) Comparable operating profit in constant currency and cash flow less comparable operating profit (i.e. cash release) are financial measures used only in calculation of short-term<br>incentives for the President and CEO and the members of the Global Leadership Team. These measures are not used to communicate the management’s view of Nokia’s financial<br>performance, and hence they are not considered as alternative performance measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable<br>IFRS measure, refer to the ”Alternative performance measures” section. | |
| --- | |
| Remuneration Report 2025<br>Letter from the Chair of the Personnel<br>Committee of the Board<br> “Dear Fellow Shareholder,<br>I am delighted to present our<br>Remuneration Report 2025<br>as the Chair of the Personnel<br>Committee of the Nokia Board.”<br>Our remuneration philosophy<br>At the core of Nokia’s philosophy lie two principles:<br> ▪ pay for performance and aligning the interests of employees<br>with shareholders; and<br> ▪ ensure that remuneration programs and policies support the<br>delivery of the corporate strategy and create long-term<br>sustainable shareholder value.<br>Shareholder support<br>Driven by the strategic shift to expand into new business areas such<br>as data centers, private wireless, and defense, particularly in North<br>America, the Nokia Board of Directors proposed amendments to<br>the Remuneration Policy (“Policy”) for approval by shareholders in<br>the 2025 Annual General Meeting (“AGM”). In developing the<br>proposal, engagement was undertaken with the company’s largest<br>shareholders in November 2024 and April 2025. The Board<br>welcomed the support received from the majority of shareholders<br>for the amendments at the AGM, while acknowledging that a<br>significant minority voted against the proposal.<br>In response to this outcome, and consistent with our commitment<br>to maintaining an open and constructive dialogue with our<br>shareholders, further engagement was conducted with<br>approximately 30% of our shareholders during Autumn 2025. The<br>principal concerns raised by investors related to the introduction of<br>restricted shares in the Policy and the perceived lack of clarity<br>around the use of underpins.<br>When considering the introduction of restricted shares, the<br>Personnel Committee of the Board of Directors (“Committee”)<br>carefully evaluated the strategic context in which Nokia operated,<br>particularly the growing importance of the North American market<br>and the need to remain competitive in attracting and retaining<br>senior leadership capable of delivering our long-term objectives.<br>The proportion of Nokia’s revenue generated in North America is<br>expected to increase as we expand in higher-growth businesses.<br>These areas, such as data centers, represent key drivers of the<br>company’s future development, and as part of this strategy, Nokia<br>completed the EUR 2.5 billion acquisition of Infinera Corporation in<br>2025, a US-based supplier of optical networking solutions and<br>advanced optical semiconductors. Justin Hotard, who headed the<br>Data Center & AI Group at Intel with more than 25 years of<br>experience in AI and data-center markets across major US<br>technology companies, was appointed as CEO in April 2025.<br>Against this backdrop, the Committee concluded that the<br>introduction of additional restricted share awards of up to 100% of<br>base salary was necessary to position the CEO’s total remuneration<br>closer to market levels for comparable US-based roles, to provide<br>the retention support expected in the North American executive<br>market and to ensure a healthy compression between the<br>remuneration of the CEO and that of his direct reports. With the<br>addition of restricted shares, more than two-thirds of the CEO’s<br>total target remuneration – and nearly 90% of variable<br>remuneration at maximum – will remain performance-based,<br>maintaining Nokia’s commitment to pay for performance.<br>Compensation of the new President and CEO<br>On 10 February 2025, Nokia announced that Justin Hotard<br>would be appointed as its new President and Chief Executive<br>Officer from 1 April 2025. The new President and CEO’s salary and<br>variable pay arrangement were the same as his predecessor.<br>Hotard received his salary for the period from 1 April 2025 to the<br>end of the financial year with a prorated STI payout over the same<br>period of 129% of target opportunity, based on the performance<br>of the company. He was granted LTI (performance share) award in<br>July 2025.<br>In addition, Justin Hotard received a one-time buy-out award of EUR<br>2.0 million in cash and EUR 6.0 million in restricted shares, vesting in<br>three tranches over a period of three years, both in lieu of his<br>forfeited unvested equity awards from the previous employer.<br>Additionally, Justin Hotard was given compensation for repayment<br>of previous employer’s sign-on bonus that he had to repay, of c.<br>EUR 1.0 million. Mr. Hotard was also invited to participate in the co-investment-based long-term incentive arrangement (eLTI) , under<br>which he invested EUR 2 821 000 in Nokia shares in June 2025. In<br>return, he is offered two Performance Shares for each share<br>invested as a matching award. The invested shares must be held for<br>three years for the matching shares to vest, subject to the same<br>performance conditions as for the 2025 LTI Performance Shares.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>48 Nokia in 2025 | |
| --- | |
| This investment aligns the new President and CEO with shareholders<br>from the start and is a sign of his commitment to Nokia.<br>The Board has approved a 6.0% increase to Justin Hotard’s<br>base salary as of 1 January 2026, while maintaining his target<br>STI and performance share opportunities at their existing levels.<br>With this increase, the President and CEO’s total target<br>remuneration will remain below the US median benchmark.<br>Exit arrangements for the previous President and CEO<br>Pekka Lundmark continued to lead Nokia until 31March 2025 and<br>remained employed during 2025 to support the transition of<br>leadership and relationships with our key customers and<br>stakeholders after stepping down as President and CEO.<br>Mr. Lundmark received his base salary and incentive throughout<br>2025. The remaining balance of his 12-month notice period base<br>pay and benefits until 9 February 2026 was paid out in cash in lieu<br>of notice, together with his 2025 STI based on actual performance.<br>He was not eligible for 2026 STI. Considering Mr. Lundmark’s<br>retirement from operational roles and his continued work to enable<br>a smooth leadership transition throughout 2025, on Board’s<br>discretion, Pekka Lundmark retained his outstanding long-term<br>incentives (performance shares 2022‒2024 and eLTI 2024). These<br>awards will vest on normal vesting dates prorated to his service at<br>the company until 31 December 2025 and subject to applicable<br>performance conditions.<br>The 2022 LTI (performance shares) was subject to the<br>predetermined dividend adjusted share price targets and a three-year performance period which ended in January 2025. Based on<br>the dividend adjusted share price outcome of EUR 4.88, the award<br>lapsed in full for Pekka Lundmark and other GLT members who<br>received the grant in 2022.<br>STI performance outcome and payout for 2025<br>Justin Hotard’s 2025 STI, prorated for period worked, was subject<br>to a scorecard of operating profit, cash release(1), health & safety<br>and diversity objectives. Pekka Lundmark’s 2025 STI was subject to<br>the same scorecard of measures.<br>The comparable operating profit in constant currency(1) for 2025<br>was EUR 2 168 million, against the target of EUR 2 093 million. As a<br>result, the payout for this element was 115% of target. For the<br>cash release element (cash flow less comparable operating profit)(1)<br>,<br>the actual outcome was EUR -338 million, against the target of EUR<br>-1 238 million. This resulted in a payout of 198% of target for this<br>element.<br>The first gender diversity metric (female percentage in workforce)<br>achieved 22.9% for the full year, against the target of 23.9%, which<br>resulted in a payout of 0% of target for this element. The second<br>gender diversity metric (female percentage in leadership) achieved<br>17.2% for the full year, against the target of 18.2%, which resulted<br>in a payout of 0% of target for this element.<br>The health & safety metric of lost time injury frequency rate<br>measures how often lost time injuries occur that directly impacts<br>Nokia employees during the year. This metric achieved an outcome<br>of 0.055 lost time injury frequency rate (“LTIFR”) against the target<br>of 0.085, which resulted in a payout of 225% of target for this<br>element. However, as a result of five fatalities within Nokia’s control<br>during the year, the Board exercised downward discretion to reduce<br>the payout under this element by 10%, which resulted in the final<br>outcome of 203% for this metric.<br>As a result, a total of 129% of target STI was payable for the<br>financial year 2025.<br>STI and LTI performance conditions for 2026<br>During 2025, the Committee also undertook a review of the<br>performance metrics used for our STI and LTI plans and decided to<br>make changes for 2026 to ensure our incentive plans support our<br>strategy focused on growth and performance. Our 2026 incentive<br>plans for the President and CEO and the rest of the GLT will follow<br>the structure set out below.<br>Delivering the next year’s step in the strategic plan – STI<br>Comparable Operating Profit in<br>Constant Currency(1) 70% Free Cash Flow(2) 30%<br>Continued focus on profitability Achieve a strong cash position<br>Delivering sustainable value – LTI<br>50% relative TSR, 40% cumulative reported EPS (adjusted for<br>impairments and M&A), 10% GHG emission reduction (scope 1, 2 and 3)<br>A more rounded and balanced approach reflecting performance over<br>the long term in growing the business and in delivering shareholder<br>value whilst working towards our 2030 goal of 50% GHG emission<br>reduction<br>For 2026, cash release(1) has been replaced with Free Cash<br>Flow(2), which provides a simpler and a more transparent view of<br>underlying cash generation. Additionally, health & safety and<br>diversity will no longer operate as standalone metrics within the<br>STI, as the Committee considers performance in these areas as an<br>integral part of the day-to-day responsibilities of the President and<br>CEO and senior leaders rather than a measure for variable<br>remuneration. These areas remain important to the company’s<br>long-term success, and the Committee will retain the ability to apply<br>a downward discretion to STI outcomes where performance in<br>these areas does not meet expectations. The STI weightings have<br>been adjusted for 2026 to reflect this updated framework.<br>The Committee reaffirmed the importance of a safety culture with<br>ongoing safety programs and targets aimed at raising awareness<br>and encouraging positive safety behaviors among subcontractors.<br>Nokia will continue to set internal safety targets for 2026.<br>Share ownership requirement<br>Our President and CEO is required to hold Nokia shares<br>equivalent to three times his annual base salary. Justin Hotard<br>currently maintains a total shareholding (including his<br>beneficially owned shares and unvested restricted shares) which<br>significantly exceeds the requirement. This demonstrates his<br>commitment to an alignment with Nokia’s long-term success<br>and our shareholder interests.<br>Conclusions<br>I thank shareholders who assisted the Committee in the<br>consultation process during 2025 and we remain committed to<br>maintaining an open and constructive dialogue. I look forward to<br>your continued support at our 2026 Annual General Meeting.<br>THOMAS DANNENFELDT,<br>CHAIR OF THE PERSONNEL COMMITTEE<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>49 Nokia in 2025<br>(1) Comparable operating profit in constant currency and cash flow less comparable<br>operating profit (i.e. cash release) are financial measures used only in calculation of<br>short-term incentives for the President and CEO and the members of the Global<br>Leadership Team. These measures are not used to communicate the management’s<br>view of Nokia’s financial performance, and hence they are not considered as<br>alternative performance measures. For the definition and reconciliation of non-IFRS<br>measures to the most directly comparable IFRS measure, refer to the ”Alternative<br>performance measures” section.<br>(2) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the<br>most directly comparable IFRS measures, refer to the “Alternative performance<br>measures” section. | |
| --- | |
| Introduction<br>This Remuneration Report of Nokia Corporation (the Report) has<br>been approved by the Company’s Board of Directors (the Board)<br>to be presented to the Annual General Meeting 2026. The<br>resolution of the Annual General Meeting on the Report is<br>advisory. The Report presents the remuneration of the Board<br>members and the President and CEO for the financial year 2025<br>in accordance with the Decree of the Finnish Ministry of Finance<br>608/2019 and the Finnish Corporate Governance Code 2025, as<br>well as other applicable Finnish laws and regulations. The<br>members of the Board and the President and CEO have been<br>remunerated in accordance with our approved Remuneration<br>Policy during the financial year 2025. No temporary or other<br>deviations from the Policy have been made and no clawback<br>provisions have been exercised during the financial year 2025.<br>In 2025, our remuneration structure promoted the Company’s<br>long-term financial success by setting the performance criteria<br>for short-term and long-term incentives to support the<br>Company’s short-term and long-term goals, as well as through<br>shareholding requirements set for the President and CEO, the<br>GLT and the Board members. Aligned with Nokia’s pay-for-performance remuneration principle, performance-based<br>remuneration was emphasized over fixed base salary. The<br>setting and application of the performance criteria for incentive<br>programs executed the philosophy of pay-for-performance and<br>supported the delivery of the corporate strategy as well as the<br>creation of long-term sustainable shareholder value.<br>The table on the right compares the development of the<br>remuneration of our Board of Directors, President and CEO,<br>average employee pay and Company performance over a five-year period.<br>The pay-for-performance remuneration principle applied to the<br>President and CEO, as well as the shareholding requirement of<br>the President and CEO and the Board members, as applicable,<br>contribute to an alignment of interests with shareholders, while<br>also promoting and incentivizing decisions that are in the long-term interest of the Company.<br>Year<br>Aggregate remuneration of<br>the Board of Directors (EUR)(1)<br>President and CEO actual<br>remuneration (EUR)(2)<br>Average salaries and wages<br>(EUR)(3)(5) Net sales (EURm)(5)<br>Total shareholder return<br>(rebased to 100 at 31 Dec<br>2020)(4)<br>2021 1 821 000 4 908 244 70 411 22 202 176.90 %<br>2022 2 280 000 4 316 606 74 241 23 761 139.07 %<br>2023 2 503 000 3 738 560 69 096 21 138 101.13 %<br>2024 2 511 000 3 988 250 78 576 19 220 146.73 %<br>2025 2 499 000 7 286 861 80 367 19 889 197.49 %<br>(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>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 required.<br>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>(2) The President and CEO actual remuneration represents the aggregate total of the two President and CEOs in 2025.<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>(4) Total shareholder return on last trading day of the previous year.<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.<br>We also present this data graphically:<br>Comparative data (rebased year-end 2020 = 100)<br>Remuneration of the Board of Directors CEO earned remuneration Average salaries<br>Net sales Total shareholder return<br>2020 2021 2022 2023 2024 2025<br>0.00<br>20.00<br>40.00<br>60.00<br>80.00<br>100.00<br>120.00<br>140.00<br>160.00<br>180.00<br>200.00<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>50 Nokia in 2025 | |
| --- | |
| Pay for performance<br>Core to our remuneration philosophy is a desire to pay for<br>performance.<br>Each year we review overall total shareholder return compared<br>with LTI vesting, mapping the performance of the plans against<br>the total shareholder return curve.<br>Looking at the performance of our long-term incentive plans<br>against total shareholder return, there is a reasonable<br>alignment with the performance of the plans declining as total<br>shareholder return declines.<br>The Board continues to actively monitor the performance of our<br>long-term incentive plans to ensure that they deliver value for<br>shareholders.<br>Global peer group<br>During 2025, the global peer group used in our remuneration<br>benchmarking and relative TSR performance assessment was<br>reviewed and updated so that it consists of the following 24<br>companies. As part of this review, Atos was removed from the<br>peer group following material changes to its business profile, and<br>both Juniper Networks and VMware were removed as they have<br>delisted.<br>ABB Infineon Technologies<br>Adobe Kone<br>Airbus Motorola Solutions<br>ASML NXP Semiconductors<br>BAE Systems Oracle<br>Capgemini Philips<br>Ciena SAP<br>Cisco Systems Siemens Healthineers<br>Corning Vodafone Group<br>Dell Technologies Wärtsilä<br>Ericsson<br>Hewlett Packard Enterprise<br>HP<br>IBM<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>51 Nokia in 2025<br>Long-term incentive plan, as of 31 December<br>TSR value (%)<br>100<br>46<br>29<br>57 53<br>40<br>12<br>24<br>Achieved Overachieved Nokia total shareholder return (“TSR”)<br>2015 2016 2017 2018 2019 2020 2021 2022⁽¹⁾ 2023⁽²⁾ 2024⁽²⁾ 2025⁽²⁾<br>0<br>50<br>100<br>150<br>200<br>250<br>(1) 2023 LTI's performance period ended in January 2026. The vesting outcome of this award will be reported in the 2026 Remuneration Report.<br>(2) 2024 and 2025 LTIs’ performance periods are not yet completed.<br>Share price and total shareholder return vs long-term incentive performance | |
| --- | |
| Remuneration of the Board of Directors<br>The shareholders resolve annually on director remuneration<br>based on a proposal made by the Board of Directors on the<br>recommendation of the Board’s Corporate Governance and<br>Nomination Committee.<br>The aggregate amount of remuneration paid to the Board<br>members in 2025 equaled EUR 2 499 000 of which<br>EUR 2 390 000 consisted of annual fees and the rest of meeting<br>fees. In accordance with the resolution by the Annual General<br>Meeting 2025, approximately 40% of the annual fee from Board<br>and Board Committee work was paid in Nokia shares purchased<br>from the market on behalf of the Board members following the<br>Annual General Meeting.<br>The directors shall retain until the end of their directorship such<br>number of shares that corresponds to the number of shares<br>they have received as Board remuneration during their first<br>three years of service on the Board.<br>The rest of the annual fee was paid in cash, most of which was<br>used to cover taxes arising from the remuneration. All meeting<br>fees were paid in cash.<br>It is the Company’s policy that the non-executive members of<br>the Board do not participate in any of Nokia’s equity programs<br>and do not receive performance shares, restricted shares, or<br>any other variable remuneration for their duties as Board<br>members. No such variable remuneration was paid since all<br>persons acting as Board members during the financial year<br>2025 were non-executive.<br>Board remuneration for the term that began at the Annual General Meeting held on 29 April 2025 and ends at the close of the Annual<br>General Meeting in 2026 consisted of the following fees.<br>Annual fee EUR<br>Chair 440 000<br>Vice Chair 210 000<br>Member 185 000<br>Chair of Audit Committee 30 000<br>Member of Audit Committee 15 000<br>Chair of Personnel Committee 30 000<br>Member of Personnel Committee 15 000<br>Chair of Strategy Committee 20 000<br>Member of Strategy Committee 10 000<br>Chair of Technology Committee 20 000<br>Member of Technology Committee 10 000<br>Meeting fee(1) EUR<br>Meeting requiring intercontinental travel 5 000<br>Meeting requiring continental travel 2 000<br>(1) Paid for a maximum of seven meetings per term.<br>The following table outlines the total annual remuneration paid in 2025 to the members of the Board for their services.<br>Annual fees<br>(EUR)<br>Meeting fees<br>(EUR)(1)<br>Total<br>remuneration paid<br>(EUR)<br>60% of annual fees<br>and all meeting fees<br>paid in cash (EUR)<br>40% of annual<br>fees paid in shares<br>(EUR)<br>Number of shares<br>(approx. 40% of the<br>annual fee)(2)<br>Sari Baldauf (Chair) 465 000 10 000 475 000 289 000 186 000 41 478<br>Søren Skou (Vice Chair)(3) — 2 000 2 000 2 000 — —<br>Timo Ihamuotila (Vice Chair as of 29<br>April 2025) 220 000 9 000 229 000 141 000 88 000 19 624<br>Timo Ahopelto 210 000 10 000 220 000 136 000 84 000 18 732<br>Elizabeth Crain 220 000 12 000 232 000 144 000 88 000 19 624<br>Thomas Dannenfeldt 245 000 14 000 259 000 161 000 98 000 21 854<br>Pernille Erenbjerg (as of 29 April 2025) 200 000 — 200 000 120 000 80 000 17 840<br>Lisa Hook 210 000 12 000 222 000 138 000 84 000 18 732<br>Mike McNamara (as of 3 April 2024) 210 000 14 000 224 000 140 000 84 000 18 732<br>Thomas Saueressig 195 000 14 000 209 000 131 000 78 000 17 394<br>Carla Smits-Nusteling(3) — 2 000 2 000 2 000 — —<br>Kai Öistämö 215 000 10 000 225 000 139 000 86 000 19 178<br>Total 2 390 000 109 000 2 499 000 1 543 000 956 000 213 188<br>(1) Meeting fees include all meeting fees paid during the reported year 2025.<br>(2) 40% of the annual fees after deducting the applicable transfer taxes.<br>(3) Stepped down at the Annual General Meeting on 29 April 2025 and received no annual fees in 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>52 Nokia in 2025 | |
| --- | |
| Remuneration of the President and CEO<br>The following table shows the actual remuneration received by the former and current President and CEO in 2025 and 2024. As our<br>CEO changed in the financial year 2025, both individual and aggregate figures are presented in respect of service as President and CEO<br>for comparison purposes. The 2024 LTI figure relates to the vesting of the 2021 LTI performance shares and the 2021 eLTI matching<br>performance shares. The 2025 LTI figure relates to the vesting of the 2022 LTI performance shares.<br>EUR 2025 (Combined) Pay mix(1) 2025 (Hotard)(2) Pay mix(1)<br>2025<br>(Lundmark)(3) Pay mix(1) 2024 Pay mix(1)<br>Salary 1 410 500 38 % 1 057 875 38 % 352 625 38 % 1 410 500 36 %<br>Short-term incentive(4) 2 271 787 62 % 1 703 840 62 % 567 947 62 % 1 824 834 46 %<br>Long-term incentive(5) — 0 % — 0 % — 0 % 697 872 18 %<br>Other remuneration(6) 3 604 574 3 584 877 19 697 55 044<br>Total 7 286 861 6 346 592 940 269 3 988 250<br>(1) Pay mix reflects the proportion of base salary, STI and LTI of total remuneration, excluding other remuneration.<br>(2) Justin Hotard’s compensation is shown in respect of his service as President and CEO from 1 April 2025.<br>(3) Pekka Lundmark’s compensation is shown in respect of his service as President and CEO to 31 March 2025. In addition, in respect of his services as an advisor between stepping<br>down as President and CEO on 31 March 2025 and his last day of work on 31 December 2025, he received EUR 1 057 875 salary and EUR 29 523 in benefits. The remaining balance<br>of his 12-month notice period base pay and benefits until 9 February 2026 was paid out in cash in lieu of notice, EUR 35 269, together with his 2025 STI based on actual<br>performance, which amounted to EUR 2 271 787 for the full year. Pekka Lundmark is not eligible for 2026 STI.<br>(4) STI represents the amounts earned in respect of financial year 2025, but that are paid in April 2026.<br>(5) LTI payments to Pekka Lundmark represents his 2022 performance share award, which fully lapsed.<br>(6) Other compensation for Pekka Lundmark includes telephone, car, driver, tax compliance support and medical insurance. For Justin Hotard, other compensation includes a one-time buy-out award of EUR 2 000 000 in lieu of his forfeited unvested equity awards from the previous employer, compensation for repayment of previous employer’s sign-on<br>bonus that he had to repay of EUR 1 025 154, and other benefits including relocation and housing (including temporary housing), schooling fees, car, driver, telephone, medical<br>insurance and legal fees equaling to EUR 559 723.<br>Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect of the<br>President and CEO. Such payments can be characterized as defined contribution payments. In 2025, payments to the Finnish state<br>pension system equaled EUR 39 291 for Pekka Lundmark in respect of his service as President and CEO (EUR 310 937 in 2024) and<br>EUR 490 275 for Justin Hotard. No supplementary pension arrangements were offered.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>53 Nokia in 2025 | |
| --- | |
| Hire and 2025 arrangements for Justin Hotard<br>Justin Hotard was appointed as President and CEO from 1 April 2025. His hire arrangements are summarized below and are in<br>accordance with the Remuneration Policy (“Policy”).<br>Item Action Amount Note<br>Salary Paid monthly from 1 April 2025 EUR 1.4 m per annum, pro-rated for 2025<br>In line with Policy and Executive<br>Agreement<br>Short-term incentive<br>2025<br>Paid at actual for 2025 and prorated for period worked<br>during the year<br>EUR 1.7 m In line with Policy and STI plan<br>rules<br>Long-term incentive<br>2025<br>Performance share award vests in 2028 subject<br>to relative TSR (50%), cumulative earnings per share<br>(40%) and GHG emission reduction (10%)<br>Target EUR 2.8 m In line with Policy and LTI plan<br>rules<br>eLTI co-investment<br>arrangement<br>In return for a purchase and continued holding of 2.8m<br>EUR worth of Nokia shares, a 2:1 award of Nokia 2025<br>performance shares was made. These vest in 2028<br>subject to relative TSR (50%), cumulative earnings per<br>share (40%) and GHG emission reduction (10%) and<br>continued holding of the purchased shares<br>Target EUR 5.6 m In line with Policy and same as<br>arrangement provided to Pekka<br>Lundmark, Justin Hotard was<br>invited to participate in<br>the eLTI co-investment<br>arrangement. This required him<br>to make a substantial personal<br>investment in Nokia shares<br>aligning his personal interests<br>with those of shareholders from<br>joining.<br>Buyout of forfeited<br>Restricted Stock<br>awards<br>To compensate for the forfeiture of awards from the<br>previous employer, and having duly considered the<br>structure, time horizons, value and performance<br>conditions of those forfeited awards, the Board<br>granted the CEO EUR 6.0 million in restricted shares,<br>vesting in three equal tranches in 2026, 2027 and<br>2028, as well as a cash payment of EUR 2.0 million,<br>which was paid upon his commencement in April 2025.<br>EUR 8.0 m In line with Policy and Executive<br>Agreement and LTI Plan rules<br>Compensation for<br>repayment<br>of previous employer’s<br>sign-on bonus<br>Cash in recognition of the repayment of sign-on bonus<br>to previous employer<br>EUR 1.0 m In line with Policy and Executive<br>Agreement<br>Benefits Paid from 1 April 2025 Standard Finnish benefits<br>plus relocation support,<br>temporary accommodation<br>support, housing allowance,<br>schooling allowance, and<br>legal fees<br>In line with Policy and Executive<br>Agreement<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>54 Nokia in 2025 | |
| --- | |
| 2025 Short-term Incentive of the President and CEO<br>Targets for the STI are set annually at or before the start of the year (adjusted for exceptional one-off items), balancing the need to<br>deliver value with the need to motivate and drive the performance of the Executive Team. Targets are determined for a set of strategic<br>metrics that align with driving sustainable value for shareholders and are set in the context of market expectations and analyst<br>consensus forecasts. For 2025, both Pekka Lundmark and Justin Hotard had a target STI opportunity of 125% of annual base salary.<br>Their 2025 STI framework was based on a scorecard of financial and non-financial objectives. Achievements against the 2025 targets<br>are set out in the table below. The outcomes for all metrics were calculated based on formulaic approach. For the health & safety<br>metric, lost time injury frequency rate achieved an outcome of 225% of target. However, as a result of five subcontractor fatalities<br>within Nokia’s control during the year, the Board exercised downward discretion to reduce the payout under this element by 10%,<br>which resulted in the final outcome of 203% for this metric.<br>Metric Weight Target<br>2025 performance<br>outcome<br>2025 STI<br>outcome (% of<br>target)<br>Comparable operating profit<br>in constant currency(1) 60 % EUR 2 093 m EUR 2 168 m 115 %<br>Cash release(1) 20 % EUR – 1 238 m EUR – 338 m 198 %<br>Gender diversity – women in<br>leadership 5 % Female percentage of global leadership of 18.2% 17.2 % 0 %<br>Gender diversity – women in<br>workforce 5 % Female percentage of global workforce 23.9% 22.9 % 0 %<br>Health & safety 10 %<br> • Employee lost time injury frequency rate (LTIFR) of 0.085<br> • Fatality modifier (downward discretion in the event of fatalities,<br>including all subcontractors)<br>LTIFR of 0.055<br>with 5 fatalities 203 %<br>Total STI outcome 100 % 129 %<br>(1) Comparable operating profit in constant currency and cash flow less comparable operating profit (i.e. cash release) are financial measures used only in calculation of short-term<br>incentives for the President and CEO and the members of the Global Leadership Team. These measures are not used to communicate the management’s view of Nokia’s financial<br>performance, and hence they are not considered as alternative performance measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS<br>measure, refer to the ”Alternative performance measures” section.<br>Accordingly, the total 2025 STI payout for Pekka Lundmark and Justin Hotard for their respective periods of service as the President<br>and CEO during 2025 was EUR 567 947 and EUR 1 703 840, respectively. Pekka Lundmark’s total STI for 2025, reflecting continued<br>service until year-end, amounted to EUR 2 271 787.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>55 Nokia in 2025 | |
| --- | |
| Long-term Incentive awards granted to the President and CEO during 2025<br>In 2025, Justin Hotard was granted the following LTI (performance share) awards.<br>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<br>the performance period reflecting the business strategy and priorities over the three-year performance period. The performance<br>conditions for the 2025 performance shares are based on 50% relative TSR against our global peer group(1), 40% cumulative earnings<br>per share (EPS) and 10% GHG emission reduction targets over the three-year performance period from 2025 to 2028. During 2025,<br>Justin Hotard was invited to participate in the co-investment eLTI, under which he invested EUR 2.8 million in Nokia shares and<br>received two-for-one matching performance shares in return. The matching performance shares were subject to the same<br>performance conditions as set out above. Both the LTI performance shares and eLTI matching performance shares have a three-year<br>performance and vesting period. The targets for all metrics as well as the performance and vesting outcomes will be disclosed in the<br>2028 Remuneration Report.<br>Performance share awards(1) (2) Units awarded<br>Grant date face value(3)<br> (EUR) Grant date Vesting<br>2025 LTI performance shares 608 000 2 681 280 7 July 2025 Q3 2028<br>2025 eLTI matching performance shares 1 218 548 5 666 248 3 June 2025 Q2 2028<br>(1) Global peer group consisted of 24 companies (see details under the “Global peer group” section).<br>(2) The maximum vesting is 200% of target if stretch performance targets are met.<br>(3) Grant date face value was calculated using the closing price of EUR 4.41 and EUR 4.65 on the date of grant for the 2025 performance shares and 2025 eLTI matching shares,<br>respectively.<br>As part of Justin Hotard’s joining arrangements as new President and CEO, he received a one-off buyout award of EUR 6.0 million in<br>restricted shares vesting in three tranches over a period of three years, in lieu of his forfeited unvested equity from the previous<br>employer. The value of this buyout award was determined taking account of the structure, time horizon, value and performance<br>conditions (where applicable) of his forfeited awards from the previous employer.<br>Restricted share awards Units awarded<br>Grant date face value<br>(EUR)(1) Grant date Vesting<br>2025 LTI restricted shares (buyout) 1 287 600 6 438 000 1 April 2025<br>Q2 2026, Q2<br>2027, Q2 2028<br>(1) Grant date face value was calculated using the closing share price at the date of grant of EUR 5.00. The difference in the grant date face value and the originally agreed amount of<br>EUR 6.0 million is due to the different share price used to calculate the number of shares to be granted using Nokia’s averaging method.<br>Long-term Incentive awards and other equity awards vested for the President and CEO during 2025<br>Pekka Lundmark was granted LTI performance share award in March 2022. The award had a three-year performance period and was<br>subject to dividend adjusted share price targets over the performance period. However, as the threshold share price was not achieved, the<br>award lapsed in full on 6 July 2025.<br>Share awards vesting during the year Units awarded<br>Target share<br>price (EUR)<br>Share price<br>achievement<br>(EUR)<br>Vesting outcome<br>(% of target) Units vested<br>Value of vested<br>award (EUR)<br>2022 LTI performance shares 543 900 6.50 4.88 0% — —<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>56 Nokia in 2025 | |
| --- | |
| The President and CEO’s share ownership and unvested share awards<br>Our share ownership policy requires that the President and CEO holds a minimum of three times his or her annual base salary in Nokia<br>shares in order to ensure alignment with shareholder interests over the long term. Justin Hotard significantly exceeds this requirement<br>with a holding of 597%(1) well within the five-year allotted period.<br>Justin Hotard Units Value(2) (EUR)<br>Beneficially owned shares at 31 December 2025 609 274 3 393 656<br>Unvested shares under outstanding Nokia equity plans(3) 3 114 148 17 345 804<br>Total 3 723 422 20 739 460<br>(1) Shareholding of 597% of annual base salary as of 14 November 2025, using 12-month average share price. This includes all beneficially owned Nokia shares and unvested<br>restricted shares with no performance conditions.<br>(2) The values are based on the closing price of a Nokia share of EUR 5.57 on Nasdaq Helsinki on 30 December 2025.<br>(3) The number of units represents the number of unvested awards as of 31 December 2025.<br>The President and CEO’s termination provisions 2025<br>Termination by Reason Notice Compensation<br>Nokia Cause None The President and CEO is entitled to no additional remuneration and all unvested<br>equity awards would be forfeited after termination.<br>Nokia Reasons other<br>than cause<br>Up to 12 months The President and CEO is entitled to a severance payment equaling to<br>12 months’ remuneration (including annual base salary, benefits, and target short-term incentive). Unvested equity awards would be forfeited after termination,<br>unless the Board determines otherwise.<br>If termination occurs within three months before, or six months after a change of<br>control event (double trigger), the CEO is entitled to shorten his notice period to<br>three months, he receives 12 months’ remuneration and all his equity awards vest<br>subject to performance and time proration until the expiry of the agreement.<br>President and CEO Any reason 12 months The President and CEO may terminate his service agreement at any time with<br>12 months’ notice. The President and CEO would either continue to receive salary<br>and benefits during the notice period or, at Nokia’s discretion, a lump sum of<br>equivalent value. Additionally, the President and CEO would be entitled to any short-or long-term incentives that would normally vest during the notice period. Any<br>unvested equity awards would be forfeited after termination, except in the event of<br>death, permanent disability and retirement, and unless the Board determines<br>otherwise.<br>President and CEO Nokia’s material<br>breach of the<br>service agreement<br>Up to 12 months In the event that the President and CEO terminates his service agreement based on<br>Nokia’s material breach of the service agreement, he is entitled to reduce the notice<br>period to two months, and to receive a severance payment equaling to 12 months’<br>remuneration including the notice period. All equity awards vest, subject to any<br>applicable performance criteria and prorated until the expiry of the agreement.<br>The President and CEO is subject to a 12-month non-competition and non-solicit obligation that applies after the termination of the<br>service agreement or the date when he is released from his obligations and responsibilities, whichever occurs earlier.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>57 Nokia in 2025 | |
| --- | |
| Remuneration Policy<br>Nokia Corporation’s Remuneration Policy, which applies to the<br>governing bodies of the Company, i.e. the Board of Directors<br>and the President and CEO, was approved by shareholders at<br>the Annual General Meeting 2025, receiving 61.78% of votes in<br>favor. This Policy remained in force and unchanged during 2025.<br>The information below is provided as a summary for ease of<br>reference.<br>In addition to applying the Remuneration Policy to our President<br>and CEO, the principles of our policy extend to the Group<br>Leadership Team.<br>The Board regularly monitors the effectiveness of the measures<br>used in our incentive plans to ensure that they align with and<br>drive the strategy of the company.<br>The Remuneration Policy for the Board of<br>Directors<br>In accordance with the Remuneration Policy, the Board’s<br>Corporate Governance and Nomination Committee periodically<br>reviews the remuneration for the Chair and members of the<br>Board against companies of similar size and complexity. The<br>objective of the Corporate Governance and Nomination<br>Committee is to enable Nokia to compete for top-of-class<br>Board competence to maximize value creation for its<br>shareholders. The Committee’s aim is that the Company has an<br>efficient Board composed of international professionals<br>representing a diverse and relevant mix of skills, experience,<br>background and other personal qualities. Competitive Board<br>remuneration contributes to the achievement of this target.<br>The main structure of the Board remuneration as outlined in the<br>Remuneration Policy is set out in the following table.<br>Fees Fees consist of annual fees and meeting fees.<br>Approximately 40% of the annual fee is paid in<br>Nokia shares purchased from the market on<br>behalf of the Board members or alternatively<br>delivered as treasury shares held by the<br>Company. The balance is paid in cash, most of<br>which is typically used to cover taxes arising<br>from the paid remuneration.<br>Meeting fees are paid in cash.<br>Incentives Non-executive directors are not eligible to<br>participate in any Nokia incentive plans and do<br>not receive performance shares, restricted<br>shares or any other equity-based or other<br>form of variable compensation for their duties<br>as members of the Board.<br>Pension Non-executive directors do not participate in<br>any Nokia pension plans.<br>Share<br>ownership<br>requirement<br>Members of the Board shall normally retain<br>until the end of their directorship such<br>number of shares that corresponds to the<br>number of shares they have received as Board<br>remuneration during their first three years of<br>service on the Board (the net amount received<br>after deducting those shares needed to offset<br>any costs relating to the acquisition of the<br>shares, including taxes).<br>Other Directors are compensated for travel and<br>accommodation expenses as well as other<br>costs directly related to Board and Committee<br>work. These are paid in cash.<br>Proposals of the Board of Directors to the Annual General<br>Meeting 2026 were published on 29 January 2026. The<br>Corporate Governance and Nomination Committee has resolved<br>to recommend to the Board that the annual fees of Board<br>members would remain at an unchanged level. Consequently,<br>the Board proposes to the Annual General Meeting 2026 that<br>the annual fees payable for a term ending at the close of the<br>next Annual General Meeting be as follows:<br> ▪ EUR 440 000 for the Chair of the Board;<br> ▪ EUR 210 000 for the Vice Chair of the Board;<br> ▪ EUR 185 000 for each other member of the Board;<br> ▪ EUR 30 000 each for the Chairs of the Audit Committee and<br>the Personnel Committee and EUR 20 000 for the Chairs of<br>the Technology Committee and the Strategy Committee as<br>an additional annual fee; and<br> ▪ EUR 15 000 for each member of the Audit Committee and<br>the Personnel Committee and EUR 10 000 for each member<br>of the Technology Committee and the Strategy Committee<br>as an additional annual fee.<br>In addition, the Board of Directors proposes that the meeting<br>fees for Board and Committee meetings remain at the current<br>level. The meeting fees are based on potential travel required<br>between the Board member’s home location and the location of<br>a meeting and are paid for a maximum of seven meetings per<br>term as follows:<br> ▪ EUR 5 000 per meeting requiring intercontinental travel; and<br> ▪ EUR 2 000 per meeting requiring intracontinental travel.<br>Only one meeting fee is paid if the travel covered by the fee<br>includes several meetings of the Board and its Committees. The<br>Board also proposes that members of the Board shall be<br>compensated for travel and accommodation expenses as well as<br>other costs directly related to Board and Board Committee work.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>58 Nokia in 2025 | |
| --- | |
| The Remuneration Policy for the President and CEO<br>Base salary To attract and retain individuals<br>with the requisite level of<br>knowledge, skills and experience to<br>lead our businesses<br>Base salary is normally reviewed annually taking into consideration a variety of<br>factors, including, for example, performance of the Company and the individual,<br>remuneration of our global peer group, changes in individual responsibilities and<br>employee salary increases.<br>Whilst there are no performance targets attached to the payment of base salary,<br>performance is considered as context in the annual salary review.<br>Pension To provide retirement benefit aligned<br>with local country practice<br>Pension arrangements reflect the relevant market practice and may evolve year-on-year. The President and CEO may participate in the applicable pension<br>programs available to other executives in the country of employment. Details of<br>the actual pension arrangement will be shown in the annual Remuneration Report.<br>In Finland, the President and CEO participates in the Finnish statutory Employee’s<br>Pension Act (TyEL), and there is no supplementary pension plan.<br>N/A<br>Other benefits To provide a competitive level of<br>benefits and to support recruitment<br>and retention<br>Benefits will be provided in line with local market practice in the country of<br>employment and may evolve year-on-year. Benefits may include, for example, a<br>company car (or cash equivalent), risk benefits (for example life and disability<br>insurance) and employer contributions to insurance plans (for example medical<br>insurance).<br>Additional benefits and allowances may be offered in certain circumstances such<br>as relocation support, expatriate allowances, and temporary living and<br>transportation expenses aligned with Nokia’s mobility policy.<br>The President and CEO is also eligible to participate in similar programs which may<br>be offered to Nokia’s other employees such as the voluntary all-employee share<br>purchase plan.<br>N/A<br>Short-term incentive<br>(STI)<br>To incentivize and reward performance<br>against delivery of the annual business<br>plan<br>STI is based on performance against one-year financial and non-financial targets<br>and normally paid in cash.<br>Minimum payout is 0% of base salary.<br>Target opportunity is 125% of base salary.<br>Maximum opportunity is 281.25% of base salary.<br>The malus and clawback conditions apply in accordance with Company clawback<br>policies.<br>Performance measures, weightings and targets for the selected measures are set<br>annually by the Board to ensure they continue to support Nokia’s short-term<br>business strategy. These measures can vary from year to year to reflect business<br>priorities and may include a balance of financial, key operational and non-financial<br>measures (including but not limited to strategic, customer satisfaction, employee<br>engagement, environmental, social, governance or other sustainability-related<br>measures).<br>Although the performance measures and weighting may differ year to year<br>reflecting the business priorities, in any given year, a minimum of 60% of measures<br>will be based on financial criteria.<br>Targets for the short-term incentives are set at the start of the year, in the context<br>of analyst expectations and the annual plan, selecting measures that align to the<br>delivery of Nokia’s strategy.<br>The performance metrics and weightings are disclosed retrospectively in the annual<br>Remuneration Report.<br>Remuneration elements Purpose and link to strategy Operation including maximum opportunity Performance metrics<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>59 Nokia in 2025 | |
| --- | |
| Long-term incentive<br>(LTI) – performance<br>share award<br>To reward for delivery of sustainable<br>long-term performance, align the<br>President and CEO’s interests with<br>those of shareholders, and aid<br>retention<br>Long-term incentive awards may be made annually in performance shares, vesting<br>normally after three years dependent on the achievement of performance<br>conditions measured over a three-year period.<br>Target award level is 200% of base salary at the date of grant, with maximum<br>vesting of 400% of base salary.<br>The malus and clawback conditions apply in accordance with Company clawback<br>policies.<br>Performance measures, weightings and target metrics for the selected measures<br>are set by the Board to ensure they continue to support Nokia’s long-term<br>business strategy and financial success.<br>Targets are set in the context of Nokia’s long-term plans and analyst forecasts,<br>ensuring that they are considered both achievable and sufficiently stretching.<br>The Board may choose different measures and weightings each year based on the<br>business plan. The measures consist of at least 60% financial and/or share price-related measures. The Performance metrics and weightings are disclosed<br>retrospectively in the annual Remuneration Report.<br>Long-term incentive<br>(LTI) - restricted share<br>award<br>To incentivize longer-term decision<br>making for sustainable shareholder<br>value creation and to aid retention<br>Restricted share awards of up to 100% of base salary may be granted, vesting after<br>at least three years, subject to financial underpins and continued service.<br>The malus and clawback conditions apply in accordance with Company clawback<br>policies.<br>Financial underpins are determined by the Board to ensure alignment with<br>underlying company performance and shareholder experience.<br>The Board may choose different financial underpins for each grant based on the<br>business plan and strategic priority.<br>Enhanced LTI (eLTI) –<br>co-investment<br>arrangement<br>To further align the President<br>and CEO’s interests with Nokia’s<br>long-term success and shareholder<br>interests<br>Unlike the LTI performance share award, this is not an annual award and is only<br>granted in exceptional circumstances.<br>The President and CEO may be invited, at the discretion of the Board, to<br>purchase investment shares of up to 200% of base salary, and in return,<br>receive two matching shares for every one investment share purchased.<br>The matching shares are delivered in the form of performance shares, typically<br>subject to the same performance conditions as for the LTI performance share<br>award, with a three-year performance and vesting period.<br>The minimum vesting of the matching shares is 0% of base salary and maximum<br>vesting is two times grant level.<br>The malus and clawback conditions apply in accordance with Company clawback<br>policies.<br>The performance metrics, targets and weightings for the matching shares are<br>typically the same as those for LTI performance shares granted in the same<br>year.<br>Shareholding<br>requirement<br>Align the President and CEO’s<br>interests with those of shareholders<br>and ensure any decisions made are<br>in the long-term interest of the<br>Company<br>The President and CEO is required to build and maintain a shareholding equivalent<br>to 300% of base salary, to be achieved normally within five years of appointment.<br>N/A<br>Remuneration elements Purpose and link to strategy Operation including maximum opportunity Performance metrics<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>60 Nokia in 2025 | |
| --- | |
| Pay mix and remuneration scenarios for the President and CEO<br>Aligned with Nokia’s pay-for-performance remuneration<br>principle, performance-based remuneration is emphasized over<br>base salary. The chart below illustrates how the proportion of<br>the President and CEO’s remuneration package varies at the<br>minimum, target and maximum levels of performance. A<br>significant proportion of remuneration is linked to performance,<br>especially at maximum performance levels. Actual pay mix is<br>influenced by the extent to which the performance targets set<br>for the STI and LTI are achieved and may vary from the<br>scenarios below.<br>The long-term incentive vesting outcomes in the chart below<br>ignore share price movement from grant to vest. The eLTI is not<br>included in this analysis as it is not an annual award and is only<br>granted in exceptional circumstances. The vesting outcome of<br>the matching performance shares under the eLTI would be<br>dependent, besides the performance, on the value of the<br>investment, which could range from 0% to 200% of base salary<br>for the President and CEO. The minimum and maximum vesting<br>levels for the matching performance shares are provided in the<br>above summary table of the remuneration elements.<br>President and CEO pay mix scenarios<br>11%0 11% 11%<br>15%<br>32%<br>30%<br>57%<br>Base salary<br>Short-term incentive<br>Long-term incentive incl. performance and restricted shares<br>Min Target Max<br>Share ownership requirement<br>Nokia believes that it is desirable for its executives to own<br>shares in Nokia to align their interests with those of<br>shareholders and to ensure that their decisions are in the long-term interest of the Company. The President and CEO is<br>required to own three times his or her annual base salary in<br>Nokia shares and is given a period of five years from<br>appointment to achieve the required level of share ownership.<br>Malus and clawback<br>The malus and clawback conditions apply in accordance with<br>Company’s clawback policies to the short-term and long-term<br>incentives for all participants, including the President and CEO.<br>Nokia’s Executive Officer Clawback Policy is applied in the case<br>of any erroneously awarded compensation due to restatement<br>in the Company’s Financial Statements with a three-year<br>lookback period, resulting in the reclaiming of amounts then-outstanding or previously paid.<br>Additionally, under the Nokia Incentive Compensation Clawback<br>Policy, unless the Personnel Committee otherwise decides, the<br>recoupment of previously awarded, paid or received<br>compensation is triggered in situations of reputational damage,<br>willful breach of internal control procedures, gross misconduct<br>and restatement of financial statement (clawback triggers) with<br>a recoupment period not exceeding three years in total.<br>Remuneration on recruitment<br>Our policy on recruitment is to offer a remuneration package<br>that is sufficient to attract, retain and motivate the individual<br>with the right skills for the required role.<br>On occasion, we may offer buy-out awards to compensate for a<br>candidate’s forfeited awards on leaving a previous employer.<br>Such buy-out awards would, where possible, reflect the nature<br>of the forfeited awards in terms of delivery mechanism, time<br>horizons, attributed expected value and performance<br>conditions.<br>Termination provisions<br>In the event of a termination of employment, any payable<br>remuneration is determined in line with legal advice regarding<br>local legislation, country policies, contractual obligations and<br>the rules of the applicable incentive and benefit plans. Payment<br>in lieu of notice will not typically exceed the value of 12 months’<br>remuneration (including base salary, benefits, STI and pension<br>contribution, if applicable). The treatment of equity incentive<br>awards may depend on the circumstances of the departure. In<br>the event of death, permanent disability or retirement,<br>unvested awards are normally allowed to be retained. These<br>awards will vest either on departure or at normal vesting date,<br>subject to performance (if applicable) and time proration, unless<br>the Board of Directors determines otherwise. Current<br>termination provisions of the President and CEO’s service<br>agreement are described in the Remuneration Report.<br>Change of control arrangements, if any, are based on a double<br>trigger structure, which means that both a specified change of<br>control event and termination of the individual’s employment<br>must take place for any change of control-based severance<br>payment to materialize.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>61 Nokia in 2025<br>57%<br>24%<br>100% 19% | |
| --- | |
| Remuneration governance<br>We manage our remuneration through clearly defined<br>processes, with well-defined governance principles, ensuring<br>that no individual is involved in the decision making related to<br>their own remuneration, and that there is appropriate oversight<br>of any remuneration decision. Remuneration of the Board is<br>annually presented to shareholders for approval at the Annual<br>General Meeting. The Board submits its proposal to the Annual<br>General Meeting on the recommendation of the Board’s<br>Corporate Governance and Nomination Committee, which<br>actively considers and evaluates the appropriate level and<br>structure of directors’ remuneration. Shareholders also<br>authorize the Board to resolve to issue shares, for example to<br>settle Nokia’s equity-based incentive plans, based on the<br>proposal of the Board.<br>The Board of Directors approves, and the independent<br>members of the Board confirm, the remuneration of the<br>President and CEO, upon recommendation of the Personnel<br>Committee.<br>The Personnel Committee consults regularly with the President<br>and CEO and the Chief People Officer. The President and CEO<br>has an active role in the remuneration governance and<br>performance management processes for the GLT and the wider<br>employee population at Nokia. However, the President and CEO<br>or the Chief Personnel Officer are not present when their own<br>remuneration is reviewed or discussed. This enables the<br>Personnel Committee to be mindful of employee pay and<br>conditions across the broader employee population.<br>The Committee has the power, in its sole discretion, to retain<br>remuneration advisers to assist the Personnel Committee in<br>evaluating executive remuneration. During 2025, the Personnel<br>Committee engaged Alvarez & Marsal, an independent external<br>adviser, to assist in the review and determination of executive<br>remuneration and program design, as well as to provide insight<br>into market trends. Willis Towers Watson was retained as a<br>market data provider for the Committee.<br>The Personnel Committee Chair regularly engages with<br>shareholders to discuss their views on our remuneration<br>policies, programs and associated disclosures and reflects on<br>their feedback. These insights are taken account of in the<br>Committee’s and Board’s decision-making process for executive<br>remuneration.<br>Work of the Personnel Committee<br>The Personnel Committee convened five times during<br>2025 with a general theme for each meeting<br>1 Approvals & reporting<br>2 Philosophy & structure<br>3 Long-term direction & market review<br>4 Planning<br>January<br> ▪ 2024 STI performance outcome<br> ▪ 2025 STI and LTI metrics and target setting<br> ▪ President and CEO remuneration review<br> ▪ Equity plan vesting and granting during 2025<br> ▪ Remuneration Report for 2024<br>June<br> ▪ 2025 Annual General Meeting season review<br> ▪ GLT remuneration review<br> ▪ Culture update<br> ▪ GLT succession planning<br>July<br> ▪ Remuneration Policy review<br> ▪ GLT succession planning<br> ▪ Inflight LTI awards performance update<br> ▪ Market practice update<br> ▪ People risks including physical safety review<br>September<br> ▪ Workforce demographics<br> ▪ 2026 STI and LTI performance metrics initial discussion<br>December<br> ▪ Preliminary review of metrics and targets for 2026 STI<br>and LTI<br> ▪ 2026 equity plan budget and allocation<br> ▪ Proxy agency and shareholder consultation feedback<br> ▪ Planning of Remuneration Report for 2025<br> ▪ Annual GLT and CEO benchmarking<br> ▪ Executive shareholding assessment<br> ▪ Personnel Committee charter review<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>62 Nokia in 2025 | |
| --- | |
| Remuneration of the Nokia Group<br>Leadership Team in 2025<br>The remuneration of the members of the GLT (excluding the<br>President and CEO) consists of base salary, other benefits, and<br>short-term and long-term incentives. Short-term incentive<br>plans are based on rewarding the delivery of business<br>performance utilizing certain, or all, of the following metrics as<br>appropriate to the member’s role: comparable operating profit<br>in constant currency(1), cash release(1) and ESG-related<br>measures such as health & safety.<br>Executives in the GLT are subject to the same remuneration<br>policy framework as the President and CEO. This includes being<br>subject to the malus and clawback conditions and shareholding<br>requirements. The shareholding requirement for members of<br>the GLT is two times their annual base salary, built within a<br>period of five years of their appointment.<br>At the end of 2025, the Group Leadership Team consisted of 12 persons split between Finland, UK and the United States. For<br>information regarding the current Group Leadership Team composition, refer to the Corporate Governance Statement.<br>Name Position in 2025 Appointment date<br>Justin Hotard President and CEO 1 April 2025<br>Louise Fisk<br>Chief Communications Officer<br>(currently Chief Communications and Marketing Officer) 18 October 2024<br>Patrik Hammarén<br>President of Nokia Technologies<br>(currently President of Technology Standards) 18 October 2024<br>Victoria Hanrahan Chief of Staff to the President and CEO 16 June 2025<br>Mikko Hautala Chief Geopolitical and Government Relations Officer 1 November 2024<br>David Heard President of Network Infrastructure 1 July 2025<br>Pallavi Mahajan Chief Technology and AI Officer 1 October 2025<br>Esa Niinimäki<br>Chief Legal Officer (currently Chief Legal and Administrative Officer) and<br>interim Chief People Officer 25 January 2023<br>Konstanty Owczarek Chief Corporate Development Officer 1 October 2025<br>Raghav Sahgal President of Cloud and Network Services (currently Chief Customer Officer) 1 June 2020<br>Tommi Uitto President of Mobile Networks 31 January 2019<br>Marco Wirén Chief Financial Officer 1 September 2020<br>Remuneration of the Group Leadership Team members in 2025<br>Remuneration of the Group Leadership Team (excluding the President and CEO) in 2024 and 2025, in the aggregate, was as follows:<br>EURm⁽¹⁾ 2025 2024<br>Salary, short-term incentives and other compensation(2) 14.3 11.3<br>Long-term incentives(3) 3.1 3.9<br>Total 17.4 15.2<br>(1) The values represent each member’s time on the Group Leadership Team.<br>(2) Short-term incentives represent amounts earned in respect of 2025 performance. Other compensation includes mobility-related payments, local benefits and pension costs.<br>(3) The amounts represent the equity awards that vested in 2025 and 2024.<br>The members of the Group Leadership Team (excluding the President and CEO) were awarded the following equity awards under the<br>Nokia equity program in 2025:<br>Award Units awarded(1) Grant date fair value (EUR) Grant date Vesting<br>Performance share award(2) 2 552 690 11 289 683 7 July 2025, 13 October 2025 Q3 & Q4 2028<br>Restricted share award(3) 1 957 270 8 663 881 7 July 2025, 13 October 2025<br>Q3 & Q4 2026, Q3 & Q4<br>2027, Q3 & Q4 2028<br>(1) Includes units awarded to persons who were Group Leadership Team members during 2025.<br>(2) The 2025 performance shares have a three-year performance period based on 50% relative total shareholder return, 40% three-year cumulative EPS and 10% GHG emission<br>reduction scope 1, 2 and 3 targets. The maximum payout is 200% of target subject to maximum performance against the performance criteria. Vesting is subject to continued<br>employment.<br>(3) Vesting of each tranche of the restricted share awards is conditional on continued employment.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>63 Nokia in 2025<br>(1) Comparable operating profit in constant currency and cash flow less comparable<br>operating profit (i.e. cash release) are financial measures used only in calculation<br>of short-term incentives for the President and CEO and the members of the Global<br>Leadership Team. These measures are not used to communicate the<br>management’s view of Nokia’s financial performance, and hence they are not<br>considered as alternative performance measures. For the definition and<br>reconciliation of non-IFRS measures to the most directly comparable IFRS<br>measure, refer to the ”Alternative performance measures” section. | |
| --- | |
| Unvested equity awards held by the Group Leadership Team, including the President and CEO<br>The following table sets forth the potential aggregate ownership interest through the holding of equity-based long-term incentives of<br>the Group Leadership Team in office, including the President and CEO, at 31 December 2025:<br>Shares receivable through<br>performance<br>shares at grant<br>Shares receivable through<br>performance<br>shares at maximum(4)<br>Shares receivable through<br>restricted shares<br>Number of equity awards held by the Group Leadership Team(1) 7 659 499 15 307 998 6 545 123<br>% of the outstanding shares(2) 0.14 % 0.27 % 0.12 %<br>% of the total outstanding equity incentives (per instrument)(3) 19.25 % 20.09 % 4.67 %<br>(1) Includes the 12 members of the Group Leadership Team in office at 31 December 2025.<br>(2) The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia at 31 December 2025, excluding shares held by the Nokia Group.<br>No member of the Group Leadership Team owned more than 1% of the outstanding Nokia shares.<br>(3) The percentages are calculated in relation to the total outstanding equity incentives per instrument.<br>(4) At maximum performance, under the performance share plans outstanding at 31 December 2025, the payout would be 200% and the table reflects this potential maximum<br>payout.<br>Employee Share Purchase Plan<br>All eligible Nokia employees, including the President and CEO and our GLT members, can participate in the Employee Share Purchase<br>Plan, by making contributions from their monthly net salaries (up to a cap) to purchase Nokia shares at market value. Participants will<br>receive one matching share for every two purchased shares they still hold at the end of the applicable annual plan cycle. Until the<br>matching shares are delivered, the participants have no shareholder rights, such as voting or dividend rights associated with the<br>matching shares.<br>Contents<br>Business overview<br>Corporate governance<br>Corporate governance<br>statement<br> • Remuneration<br>Board review<br>Financial statements<br>Other information<br>64 Nokia in 2025 | |
| --- | |
| Business description 66<br>Board’s review 2025 67<br>Selected financial data 68<br>Operating and financial review 69<br>Results of operations 69<br>Results of segments 73<br>Network Infrastructure 73<br>Cloud and Network Services 74<br>Mobile Networks 75<br>Nokia Technologies 76<br>Group Common and Other 77<br>Liquidity and capital resources 78<br>Financial position 78<br>Cash flow 78<br>Financial assets and debt 79<br>Venture fund investments and commitments 80<br>Treasury policy 80<br>Foreign exchange impact 80<br>Sustainability Statement 81<br>Nokia’s sustainability in 2025 82<br>Nokia’s sustainability strategy 83<br>Introduction 84<br>General information 85<br>Environmental information 109<br>Social information 143<br>Governance information 167<br>Appendix to the Sustainability Statement 176<br>Shares and shareholders 183<br>Share details 183<br>Shareholders 186<br>Articles of Association 187<br>Risk factors 189<br>Significant subsequent events 193<br>Key ratios 194<br>Alternative performance measures 195<br>65 Nokia in 2025 | |
| --- | |
| Business<br>description<br>Nokia Corporation is a public limited liability company incorporated<br>and domiciled in Helsinki, Finland. Nokia Corporation is the parent<br>company (Parent Company or Parent) for all its subsidiaries (Nokia<br>or the Group).<br>Nokia is a global leader in connectivity for the AI era, providing the<br>critical network infrastructure the world relies on. Every day, we’re<br>powering our customers – Telecommunication Providers, AI &<br>Cloud and Mission Critical Enterprise & Defense – with advanced<br>connectivity across fixed, mobile, and transport networks,<br>delivering the performance and security they need to meet the<br>demands of an AI-enabled future.<br>The shares of Nokia Corporation are listed on the Nasdaq Helsinki<br>Stock Exchange and the New York Stock Exchange. In 2025, Nokia<br>Corporation also maintained a listing on the Euronext Paris Stock<br>Exchange but decided to apply for delisting in November 2025.<br>The final day of trading of Nokia’s shares on Euronext Paris was<br>30 December 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br> • Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>66 Nokia in 2025 | |
| --- | |
| Board’s review 2025<br>Significant geopolitical and macroeconomic challenges persisted<br>in 2025. Inflation remained elevated although normalized<br>gradually, tariffs led to uncertainty in supply chains, and AI’s<br>emergence as a driver for value creation continued. The<br>unpredictability of parts of the business environment highlights<br>the importance of agility, clear priorities and disciplined execution<br>across Nokia.<br>On February 10, 2025, the Board of Directors appointed Justin<br>Hotard as President and CEO of Nokia. He started in his new role<br>on April 1, 2025. Justin has a strong track record of accelerating<br>growth in technology companies along with vast expertise in AI<br>and data center markets, which are critical areas for Nokia’s<br>future growth. The Board wants to thank Justin’s predecessor,<br>Pekka Lundmark, for his significant contribution to Nokia.<br>Throughout the year Nokia continued to invest in its technology<br>leadership and co-innovation. It invested EUR 4.9 billion in R&D,<br>strengthening its technology leadership and its ability to serve<br>and co-innovate with customers.<br>In 2025, Nokia also took important steps to reposition itself to<br>lead in the AI-driven transformation of networks and capture the<br>value of the AI supercycle. In February, Nokia closed the<br>acquisition of Infinera, strengthening its technology leadership,<br>customer base, market position and supply chain resilience. In<br>November, at its Capital Markets Day, Nokia announced its new<br>strategy and simplified its operating model into two primary<br>operating segments of Network Infrastructure and Mobile<br>Infrastructure. This reorganization took effect as of 1 January<br>2026. Nokia also launched a new long-term financial target,<br>strategic KPIs and changes to its Group Leadership Team.<br>Seizing the opportunities of broad AI<br>adoption<br>Nokia believes AI is a long-term structural shift that is expanding<br>the role of networks as intelligence moves beyond data centers<br>into real-world systems. Networks will require performance,<br>security and reliability to support everything from large language<br>models to intelligent agents, augmented reality devices and<br>autonomous robots.<br>Nokia’s focus is to deliver trusted AI-native networks, enabling<br>broad AI adoption, supporting increased productivity and<br>delivering sustainable growth over time.<br>In 2025, Nokia made further progress in key technology domains.<br>These include AI RAN, demonstrated by the strategic partnership<br>with NVIDIA in October, which will accelerate the development and<br>deployment of next generation AI-native mobile networks and AI<br>networking infrastructure. In addition, Nokia announced new<br>products such as ‘pluggable’ optical transceivers, which reduce<br>networking cost and complexity while increasing networking<br>flexibility. Nokia also continued to strengthen its intellectual<br>property and patent portfolio, the fair licensing of which drives<br>innovation not only for Nokia but across the entire technology<br>ecosystem.<br>In September Nokia opened a new state-of-the-art R&D and<br>manufacturing campus in Oulu, Finland, which will deliver next-generation mobile networks built for AI. Elsewhere the unique<br>Nokia Bell Labs, which celebrated its centenary in 2025, continued<br>its work on innovation in areas including 6G, AI, quantum and<br>space communications.<br>The Board believes that Nokia’s continued investments in<br>technology innovation will be crucial in seizing the opportunities<br>that the AI era is creating.<br>The Board’s work in 2025<br>The 2025 Annual General Meeting (AGM) took place in Helsinki on<br>29 April 2025. We were delighted that approximately 107 000<br>shareholders, representing approximately 3 304 million shares<br>and approximately 59% of all shares and votes, were represented<br>at the meeting.<br>The AGM approved all the proposals of the Board and elected 10<br>members to the Board, including two new members: Pernille<br>Erenbjerg and Timo Ihamuotila.<br>During 2025 the Board held 23 meetings, 14 of which were in-person or via videoconferencing. The five committees of the<br>Board – Audit, Corporate Governance and Nomination, Personnel,<br>Strategy and Technology – were effective in supporting the<br>Board’s work during the year, with a total of 29 meetings held.<br>The Corporate Governance and Nomination Committee continued<br>to work on the succession planning and renewal of the Board.<br>Changes in the Board’s composition<br>In January 2026, Sari Baldauf informed the Board that she will<br>step down from Nokia’s Board of Directors at the 2026 AGM.<br>Baldauf has served as a Board member since 2018 and Chair since<br>2020, and the Board wishes to put on record their appreciation<br>for her significant contribution to Nokia.<br>Following a succession planning process, the Board’s Corporate<br>Governance and Nomination Committee proposes the Vice Chair,<br>Timo Ihamuotila, to be elected as the new Chair and Thomas<br>Saueressig be elected as Vice Chair, subject to their re-election to<br>the Board by the AGM.<br>In addition, the proposal to the 2026 AGM includes one new Board<br>member candidate: Meredith Whittaker.<br>Finally, the Board would like to thank everyone in Team Nokia for<br>their disciplined execution in 2025’s demanding operating<br>environment, which was achieved while also laying the foundations<br>for long-term value creation.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br> • Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>67 Nokia in 2025 | |
| --- | |
| Selected financial data<br>The below table presents selected financial and other measures for the Nokia Group as of and for the financial years ended on 31 December 2025, 2024 and 2023.<br>The information has been derived from Nokia’s consolidated financial statements prepared in accordance with IFRS Accounting Standards.<br>From the consolidated income statement<br>Net sales 19 889 19 220 21 138<br>Operating profit(1) 885 1 970 1 733<br>% of net sales 4.4% 10.2% 8.2%<br>Profit before tax 915 2 091 1 469<br>Profit from continuing operations 638 1 711 649<br>Profit/(loss) from discontinued operations 22 (427) 30<br>Profit for the year 660 1 284 679<br>From the consolidated statement of financial position<br>Non-current assets 21 805 21 162 21 694<br>Current assets 15 792 17 987 18 087<br>Assets held for sale — — 79<br>Total assets 37 597 39 149 39 860<br>Total shareholders' equity 20 967 20 657 20 537<br>Non-controlling interests 91 90 91<br>Total equity 21 058 20 747 20 628<br>Interest-bearing liabilities(2) 3 413 3 887 4 191<br>Lease liabilities(2) 1 000 863 997<br>Provisions(2) 1 416 1 228 1 262<br>Other liabilities(2) 10 710 12 424 12 782<br>Total shareholders’ equity and liabilities 37 597 39 149 39 860<br>Other information<br>Research and development expenses(3) (4 855) (4 512) (4 277)<br>% of net sales (24.4)% (23.5)% (20.2)%<br>Capital expenditure(4) (606) (472) (652)<br>% of net sales (3.0)% (2.5)% (3.1)%<br>Personnel expenses(3) 7 831 7 563 7 294<br>Average number of employees(3) 78 005 78 434 84 795<br>Order backlog, EUR billion(5) 19.5 20.0 22.0<br>EURm (except for percentage and personnel data) 2025 2024 2023<br>Key financial indicators and ratios<br>Earnings per share attributable to equity holders of the parent<br>Basic earnings per share, EUR<br>Continuing operations 0.12 0.31 0.11<br>Profit for the year 0.12 0.23 0.12<br>Diluted earnings per share, EUR<br>Continuing operations 0.11 0.31 0.11<br>Profit for the year 0.12 0.23 0.12<br>Proposed dividend per share, EUR(6) 0.14 0.14 0.13<br>Return on capital employed %(4) 4.3% 9.3% 6.6%<br>Return on shareholders’ equity %(4) 3.1% 6.2% 3.2%<br>Equity ratio %(4) 56.0% 53.0% 51.8%<br>Net debt to equity (gearing) %(4) (16.0)% (23.4)% (21.0)%<br>Cash and cash equivalents 5 462 6 623 6 234<br>Total cash and interest-bearing financial investments(4) 6 791 8 741 8 514<br>Net cash and interest-bearing financial investments(4) 3 378 4 854 4 323<br>Net cash flows from operating activities 2 071 2 493 1 317<br>Free cash flow(4) 1 465 2 021 665<br>EURm (except for percentage and personnel data) 2025 2024 2023<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and administrative<br>expenses and other operating income to financial income. The comparative amounts for 2024 and 2023 have been recast<br>accordingly. For more information, refer to Note 1.2. General accounting policies in the consolidated financial statements.<br>(2) Includes both current and non-current liabilities in the consolidated statement of financial position.<br>(3) Presented for continuing operations.<br>(4) Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,<br>refer to the ”Alternative performance measures” section.<br>(5) Order backlog includes EUR 1.7 billion in 2023 related to discontinued operations sold in 2024.<br>(6) The Board of Directors proposes to the Annual General Meeting 2026 to be authorized to decide in its discretion on the<br>distribution of an aggregate maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from the<br>reserve for invested unrestricted equity.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br> • Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>68 Nokia in 2025 | |
| --- | |
| Operating and financial review<br>The financial information included in this “Operating and financial review” section as of and for the<br>years ended 31 December 2025 and 2024 has been derived from, and should be read in<br>conjunction with, Nokia’s consolidated financial statements included in this report.<br>On 28 February 2025, Nokia completed the acquisition of Infinera Corporation (Infinera), pursuant<br>to the definitive agreement announced on 27 June 2024. Infinera, a San Jose based global supplier<br>of innovative open optical networking solutions and advanced optical semiconductors, became part<br>of the Nokia group effective as of the closing, with Nokia holding 100% of its equity and voting<br>rights. The acquisition is expected to significantly improve Nokia’s scale and profitability in optical<br>networks, and accelerate Nokia’s growth strategy in data centers and strengthen its presence both<br>in North America and with hyperscalers. Nokia is reporting the acquired business as part of its<br>Network Infrastructure segment. For more information, refer to Note 6.2. Acquisitions in the<br>consolidated financial statements.<br>In 2025, Nokia completed a strategic review of its venture fund investment activities. As a result,<br>Nokia no longer views broad-based venture fund investments as having a strategic role and has<br>initiated a process to scale down these investments. Consequently, the presentation of the results<br>of venture fund investments as operating activities is no longer considered relevant, and therefore<br>Nokia is presenting the gains and losses from venture fund investments, including the changes in<br>fair value and the fund management fees, as financial income. For the segment reporting purposes,<br>the results of venture fund investments had previously been included in the operating results of<br>Group Common and Other. The comparative financial information has been recast accordingly. As a<br>result of the recast, in 2024, selling, general and administrative costs decreased by EUR 18 million,<br>other operating income decreased by EUR 47 million and financial income increased by EUR 29<br>million.<br>Results of operations<br>Nokia Group<br>The following table sets forth the segment operating results and the percentage of net sales for<br>the years indicated.<br>For the year ended 31 December 2025 compared to the year ended 31 December 2024<br>2025 2024<br>EURm % of net sales EURm % of net sales Change %<br>Net sales 19 889 100.0% 19 220 100.0% 3%<br>Cost of sales (11 230) (56.5)% (10 356) (53.9)% 8%<br>Gross profit 8 659 43.5% 8 864 46.1% (2)%<br>Research and development<br>expenses (4 855) (24.4)% (4 512) (23.5)% 8%<br>Selling, general and<br>administrative expenses(1) (3 073) (15.5)% (2 872) (14.9)% 7%<br>Other operating income and<br>expenses(1) 154 0.8% 490 2.5% (69)%<br>Operating profit(1) 885 4.4% 1 970 10.2% (55)%<br>Share of results of associated<br>companies and joint ventures 19 0.1% 7 0.0% 171%<br>Financial income and expenses(1) 11 0.1% 114 0.6% (90)%<br>Profit before tax 915 4.6% 2 091 10.9% (56)%<br>Income tax expense (277) (1.4)% (380) (2.0)% (27)%<br>Profit from continuing<br>operations 638 3.2% 1 711 8.9% (63)%<br>Profit/(loss) from discontinued<br>operations 22 0.1% (427) (2.2)% (105)%<br>Profit for the year 660 3.3% 1 284 6.7% (49)%<br>Attributable to:<br>Equity holders of the parent 651 3.3% 1 277 6.6% (49)%<br>Non-controlling interests 9 0.0% 7 0.0% 29%<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and administrative<br>expenses and other operating income to financial income. The comparative amounts for 2024 have been recast accordingly. For<br>more information, refer to Note 1.2. General accounting policies in the consolidated financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>69 Nokia in 2025 | |
| --- | |
| Net sales<br>Net sales in 2025 were EUR 19 889 million, an increase of EUR 669 million, or 3%, compared to EUR<br>19 220 million in 2024. The acquisition of Infinera contributed EUR 1 258 million to net sales and<br>changes in foreign exchange rates had a negative impact on net sales of approximately 4%. Beyond<br>these impacts, the net sales increase was driven by a strong performance in Network<br>Infrastructure, particularly in Optical Networks with strong demand trends among AI & Cloud<br>customers.<br>The following table sets forth distribution of net sales by region for the years indicated.<br>EURm 2025 2024 Change %<br>Americas 6 985 6 276 11%<br>Latin America 784 895 (12)%<br>North America 6 201 5 381 15%<br>APAC 4 639 4 549 2%<br>Greater China 913 1 134 (19)%<br>India 1 534 1 373 12%<br>Rest of APAC 2 192 2 042 7%<br>EMEA 8 265 8 395 (2)%<br>Europe(1) 6 165 6 362 (3)%<br>Middle East & Africa 2 100 2 033 3%<br>Total 19 889 19 220 3%<br>(1) All Nokia Technologies IPR and licensing net sales are allocated to Finland.<br>The following table sets forth distribution of net sales by customer type for the years indicated.<br>EURm 2025 2024 Change %<br>Telecom providers 15 313 15 085 2%<br>AI & Cloud and Mission Critical Enterprise & Defense 3 085 2 180 42%<br>Licensees 1 501 1 928 (22)%<br>Other(1) (10) 27 (137)%<br>Total 19 889 19 220 3%<br>(1) In 2025, includes eliminations of inter-segment revenues, unallocated items and certain other items. In 2024, includes net sales of<br>Radio Frequency Systems (RFS), which was managed as a separate entity, and certain other items, such as eliminations of inter-segment revenues. RFS net sales also include revenue from telecom providers and AI & Cloud and Mission Critical Enterprise &<br>Defense.<br>Gross profit<br>Gross profit in 2025 was EUR 8 659 million, a decrease of EUR 205 million, or 2%, compared to EUR<br>8 864 million in 2024. The decrease in gross profit was primarily related to a reduction in the profit<br>contribution from Nokia Technologies which benefited from more than EUR 400 million of one-time<br>catch up net sales in 2024 and to lesser extent attributable to acquisition related charges of the<br>Infinera acquisition and a provision for a contractual claim. This was partly offset by the increase in<br>gross profit related to the Infinera acquisition. Gross profit in 2025 also reflected relatively stable<br>restructuring and associated charges, which amounted to EUR 148 million in 2025, compared to<br>EUR 155 million in 2024. Gross margin in 2025 was 43.5%, compared to 46.1% in 2024 due to<br>these same factors.<br>Operating expenses<br>Research and development expenses in 2025 were EUR 4 855 million, an increase of<br>EUR 343 million, or 8%, compared to EUR 4 512 million in 2024. Research and development<br>expenses represented 24.4% of the net sales in 2025 compared to 23.5% in 2024. The increase in<br>research and development expenses was primarily related to the acquisition of Infinera and higher<br>investment in Network Infrastructure which offset cost savings elsewhere in the business. Research<br>and development expenses in 2025 contained similar levels of restructuring and associated<br>charges, which amounted to EUR 137 million in 2025, compared to EUR 135 million in 2024.<br>Selling, general and administrative expenses in 2025 were EUR 3 073 million, an increase of EUR<br>201 million compared to EUR 2 872 million in 2024. Selling, general and administrative expenses<br>represented 15.5% of the net sales in 2025 compared to 14.9% in 2024. The increase in selling,<br>general and administrative expenses was driven by higher costs associated with the acquisition of<br>Infinera. This was somewhat offset by ongoing cost savings actions. 2025 included restructuring<br>and associated charges of EUR 191 million, compared to EUR 145 million in 2024. In 2025, selling,<br>general and administrative expenses included amortization and depreciation of acquired intangible<br>assets and property, plant and equipment of EUR 358 million, compared to EUR 294 million in 2024.<br>Other operating income and expenses in 2025 were a net income of EUR 154 million, a decrease of<br>EUR 336 million, compared to a net income of EUR 490 million in 2024. The decrease in other<br>operating income and expenses was primarily driven by the absence of a gain on sale of TD Tech and<br>a gain on sale of the Device Management and Service Management Platform businesses of EUR 191<br>million and EUR 68 million, respectively, that benefited 2024. In addition, the reversals of expected<br>credit losses on trade receivables reduced by EUR 77 million and gains on sale of property, plant and<br>equipment decreased by EUR 73 million, compared to 2024. The decrease in other operating income<br>and expenses was partially offset by the impact of hedging which was positive EUR 81 million in<br>2025, compared to a positive impact of EUR 23 million in 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>70 Nokia in 2025 | |
| --- | |
| Operating profit<br>Operating profit in 2025 was EUR 885 million, a decrease of EUR 1 085 million, compared to an<br>operating profit of EUR 1 970 million in 2024. The decrease in operating profit was due to lower<br>gross profit as described above, and the net negative fluctuation in other operating income and<br>expenses, in addition to which research and development expenses and selling, general and<br>administrative expenses were higher related to the Infinera acquisition. Operating margin in 2025<br>was 4.4%, compared to 10.2% in 2024.<br>Financial income and expenses<br>Financial income and expenses were a net income of EUR 11 million in 2025, a negative fluctuation<br>of EUR 103 million, compared to a net income of EUR 114 million in 2024. The net negative<br>fluctuation in financial income and expenses mainly resulted from decrease in interest income on<br>financial investments of EUR 135 million and net negative fluctuation in the results of venture fund<br>investments of EUR 95 million partly offset by decrease in interest expense on interest-bearing<br>liabilities of EUR 68 million.<br>Profit before tax<br>Profit before tax in 2025 was EUR 915 million, a decrease of EUR 1 176 million, compared to<br>EUR 2 091 million in 2024.<br>Income tax<br>Income taxes were a net expense of EUR 277 million in 2025, a net positive fluctuation of EUR 103<br>million compared to a net expense of EUR 380 million in 2024. The positive fluctuation in net<br>income taxes was primarily attributable to decrease in the profit before tax year-over-year, and to<br>lesser extent to the change in geographical sales and profit mix. For more details on these items,<br>please refer to Note 2.5. Income taxes in the consolidated financial statements.<br>Profit from continuing operations<br>Profit from continuing operations in 2025 was EUR 638 million, a decrease of EUR 1 073 million,<br>compared to a profit of EUR 1 711 million in 2024. The change was due to the lower operating<br>profit and the net negative fluctuation in financial income and expenses, partially offset by the<br>lower income tax expenses.<br>EPS from continuing operations in 2025 was EUR 0.12 (basic) and EUR 0.11 (diluted) compared to<br>EUR 0.31 (basic) and EUR 0.31 (diluted) in 2024.<br>Profit/loss from discontinued operations<br>Profit from discontinued operations in 2025 was EUR 22 million, a change of EUR 449 million,<br>compared to a loss of EUR 427 million in 2024. For discussion of results on discontinued<br>operations, refer to Discontinued operations section below.<br>Profit for the year<br>Profit for the year in 2025 was EUR 660 million, a decrease of EUR 624 million, compared to a profit<br>of EUR 1 284 million in 2024. The change in profit for the year was primarily due to the lower profit<br>from continuing operations.<br>EPS in 2025 was EUR 0.12 (basic) and EUR 0.12 (diluted) compared to EUR 0.23 (basic) and EUR 0.23<br>(diluted) in 2024.<br>Order backlog<br>At 31 December 2025, the order backlog amounted to EUR 19.5 billion compared to EUR 20.0<br>billion at 31 December 2024. The slight decline in order backlog year-on-year primarily related to<br>changes in foreign exchange rates as a significant portion of Nokia’s orders are in US Dollars. Nokia<br>Technologies backlog declined due to its normal contract cycle as Nokia recognises revenue over<br>time from multi-year contracts. Backlog increased in Network Infrastructure and Mobile Networks<br>and decreased in Cloud and Network Services.<br> Management has estimated that the order backlog will be recognized as revenue as follows:<br>2025 2024<br>Within 1 year 57% 53%<br>2-3 years 28% 27%<br>More than 3 years 15% 20%<br>Total 100% 100%<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>71 Nokia in 2025 | |
| --- | |
| Cost savings program<br>On 19 October 2023, Nokia announced actions being taken across segments to address the<br>challenging market environment that the company faced. The company will reduce its cost base<br>and increase operational efficiency while protecting its R&D capacity and commitment to<br>technology leadership. Nokia targets to lower its cost base on a gross basis (i.e. before inflation) by<br>between EUR 800 million and EUR 1 200 million by the end of 2026 compared to 2023, assuming<br>on-target variable pay in both periods. This represents a 10-15% reduction in personnel expenses.<br>The program is expected to lead to a 72 000–77 000 employee organization compared to the<br>86 000 employees Nokia had when the program was announced. The headcount figures represent<br>the originally planned headcount targets and do not take into consideration the completed<br>divestment of Submarine Networks or planned divestments or acquisitions.<br>Actual headcount at 31 December 2024 was 75 600. The plan does not reflect the additional<br>headcount coming from the acquisition of Infinera which was completed in Q1 2025. The<br>headcount at 31 December 2025 would have been 74 100 had Nokia not acquired Infinera.<br>The program is expected to deliver savings on a net basis but the magnitude will depend on<br>inflation. The cost savings are expected to primarily be achieved in Mobile Networks, Cloud and<br>Network Services and Nokia’s corporate functions. One-time restructuring charges and cash<br>outflows of the program are expected to be similar to the annual cost savings achieved.<br>The current plan envisages achieving gross cost savings of EUR 1 200 million within the 2024–2026<br>program although this remains subject to change depending on the evolution of end market<br>demand. This includes the expected gross cost savings along with the associated restructuring<br>charges and cash outflows for the program. Nokia expects approximately 70% of the savings to be<br>achieved within operating expenses and 30% within cost of sales. By segments, approximately<br>50-60% of the savings are expected to be achieved within Mobile Networks, 30% within Cloud and<br>Network Services and the remaining 10-20% between Network Infrastructure and corporate center.<br>Discontinued operations<br>For the year ended 31 December 2025 compared to the year ended 31 December 2024<br>The following table sets forth the results for discontinued operations, and the percentage of net<br>sales for the years indicated. On 27 June 2024, Nokia announced it had entered into a put option<br>agreement to sell its wholly owned subsidiary Alcatel Submarine Networks (ASN) to the French<br>State. As a result, Nokia classified the Submarine Networks business as a discontinued operation<br>and recast the comparative amounts accordingly. The sale was completed on 31 December 2024.<br>2025 2024<br>EURm % of net sales EURm % of net sales Change %<br>Net sales — 100.0% 1 059 100.0% (100)%<br>Expenses — 0.0% (989) (93.4)% (100)%<br>Operating profit — 0.0% 70 6.6% (100)%<br>Financial income and expenses — 0.0% (7) (0.7)% (100)%<br>Impairment loss recognized on<br>the remeasurement to fair value<br>less costs to sell — 0.0% (514) (48.5)% (100)%<br>Gain on sale 22 0.0% 29 2.7% (24)%<br>Profit/(loss) from discontinued<br>operations before tax 22 0.0% (422) (39.8)% (105)%<br>Income tax expense — 0.0% (5) (0.5)% (100)%<br>Profit/(loss) from discontinued<br>operations⁽¹⁾ 22 0.0% (427) (40.3)% (105)%<br>(1) Profit/loss from discontinued operations is attributable to the equity holders of the parent in its entirety.<br>Considering Nokia had completed the sale of ASN by the end of 2024, Nokia had no functioning<br>discontinued operations during 2025. The only impact to Nokia’s financial performance in 2025<br>from discontinued operations was a EUR 22 million gain on sale which relates to positive post-closing purchase price adjustments and an earn-out mechanism related to ASN’s financial<br>performance during 2025 exceeding the targets.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>72 Nokia in 2025 | |
| --- | |
| Results of segments<br>During 2025, Nokia had four operating and reportable segments for financial reporting purposes:<br>(1) Network Infrastructure, (2) Cloud and Network Services, (3) Mobile Networks and (4) Nokia<br>Technologies. Nokia also presents segment-level information for Group Common and Other. The<br>amounts presented in this “Results of segments” section for each reportable segment and Group<br>Common and Other represent the amounts reported to the management for the purpose of<br>assessing performance and making decisions about resource allocation. Certain costs and revenue<br>adjustments are not allocated to the segments for this purpose. For more information on Nokia’s<br>operational and reporting structure as well as the reconciliation of reportable segment measures to<br>those of the Nokia Group, refer to Note 2.2. Segment information, in the consolidated financial<br>statements.<br>Network Infrastructure<br>For the year ended 31 December 2025 compared to the year ended 31 December 2024<br>The following table sets forth the segment operating results and the percentage of net sales for<br>the years indicated.<br>2025 2024<br>EURm % of net sales EURm % of net sales Change %<br>Net sales(1) 7 986 100.0% 6 518 100.0% 23%<br>Cost of sales (4 700) (58.9)% (3 781) (58.0)% 24%<br>Gross profit 3 286 41.1% 2 737 42.0% 20%<br>Research and development<br>expenses (1 536) (19.2)% (1 207) (18.5)% 27%<br>Selling, general and administrative<br>expenses (985) (12.3)% (815) (12.5)% 21%<br>Other operating income and<br>expenses 15 0.2% 46 0.7% (67)%<br>Operating profit 780 9.8% 761 11.7% 2%<br>(1) In 2025, net sales include Optical Networks net sales of EUR 3 019 million, IP Networks net sales of EUR 2 594 million and Fixed<br>Networks net sales of EUR 2 373 million. In 2024, net sales include Optical Networks net sales of EUR 1 636 million, IP Networks<br>net sales of EUR 2 583 million and Fixed Networks net sales of EUR 2 299 million.<br>Net sales<br>Network Infrastructure net sales in 2025 were EUR 7 986 million, an increase of EUR 1 468 million,<br>or 23%, compared to EUR 6 518 million in 2024. The acquisition of Infinera at the end of February<br>contributed EUR 1 273 million in net sales growth. Nokia saw growth on an organic basis in all three<br>of the units within Network Infrastructure while foreign exchange rate fluctuations had an<br>approximately 4% negative impact on net sales for Network Infrastructure.<br>Optical Networks net sales were EUR 3 019 million in 2025, an increase of EUR 1 383 million, or<br>85%, compared to EUR 1 636 million in 2024. The acquisition of Infinera at the end of February<br>contributed EUR 1 273 million in net sales growth. Foreign exchange rate fluctuations had an<br>approximately 5% negative impact on net sales. Demand increased from AI & Cloud and Mission<br>Critical Enterprise & Defense customers while demand from telecom providers remained largely<br>stable.<br>IP Networks net sales were EUR 2 594 million in 2025, an increase of EUR 11 million compared to<br>EUR 2 583 million in 2024. Foreign exchange rate fluctuations had an approximately 5% negative<br>impact on net sales. Net sales in IP Networks increased in 2025, as growth in sales to AI & Cloud and<br>Mission Critical Enterprise & Defense offset a slight decline in sales to telecom providers.<br>Fixed Networks net sales were EUR 2 373 million in 2025, an increase of EUR 74 million, or 3%,<br>compared to EUR 2 299 million in 2024. Foreign exchange rate fluctuations had an approximately<br>4% negative impact on net sales. The increase in Fixed Networks net sales reflected growth in the<br>fiber product families and fixed wireless access, offsetting some declines in product areas that are<br>being deprioritized such as Site Implementation and Outside Plant.<br>The following table sets forth distribution of net sales by region for the years indicated.<br>EURm 2025 2024 Change %<br>Americas 3 688 2 726 35%<br>APAC 1 648 1 426 16%<br>EMEA 2 650 2 366 12%<br>Total 7 986 6 518 23%<br>Gross profit<br>Network Infrastructure gross profit in 2025 was EUR 3 286 million, an increase of EUR 549 million,<br>or 20%, compared to EUR 2 737 million in 2024. Network Infrastructure gross margin in 2025 was<br>41.1%, compared to 42.0% in 2024. Gross profit increased primarily related to the acquisition of<br>Infinera. Gross margin declined, reflecting changes in product mix in the year.<br>Operating expenses<br>Network Infrastructure research and development expenses were EUR 1 536 million in 2025, an<br>increase of EUR 329 million, or 27% compared to EUR 1 207 million in 2024. The increase in<br>research and development expenses reflected the acquisition of Infinera and investments in future<br>growth opportunities.<br>Network Infrastructure selling, general and administrative expenses were EUR 985 million in 2025,<br>an increase of EUR 170 million, or 21%, compared to EUR 815 million in 2024. The increase in<br>selling, general and administrative expenses largely reflected the acquisition of Infinera and<br>investments in sales resources for future growth opportunities.<br>Network Infrastructure other operating income and expenses was an income of EUR 15 million in<br>2025, a change of EUR 31 million compared to an income of EUR 46 million in 2024. The change in<br>other operating income and expenses was mainly due to lower proceeds from the sale of digital<br>assets. The other operating income was primarily related to hedging.<br>Operating profit<br>Network Infrastructure operating profit was EUR 780 million in 2025, an increase of EUR 19 million,<br>or 2%, compared to EUR 761 million in 2024. Network Infrastructure operating margin in 2025 was<br>9.8%, compared to 11.7% in 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>73 Nokia in 2025 | |
| --- | |
| Cloud and Network Services<br>For the year ended 31 December 2025 compared to the year ended 31 December 2024<br>The following table sets forth the segment operating results and the percentage of net sales for<br>the years indicated.<br>2025 2024⁽¹⁾<br>EURm % of net sales EURm % of net sales Change %<br>Net sales 2 606 100.0% 2 589 100.0% 1%<br>Cost of sales (1 307) (50.2)% (1 432) (55.3)% (9)%<br>Gross profit 1 299 49.8% 1 157 44.7% 12%<br>Research and development<br>expenses (567) (21.8)% (550) (21.3)% 3%<br>Selling, general and<br>administrative expenses (421) (16.2)% (444) (17.2)% (5)%<br>Other operating income and<br>expenses 27 1.0% 43 1.7% (37)%<br>Operating profit 338 13.0% 206 8.0% 64%<br>(1) In 2025, Nokia moved Managed Services business from Cloud and Network Services to Mobile Networks. The comparative amounts<br>for 2024 have been recast accordingly. For more information, refer to Note 2.2. Segment information in the consolidated financial<br>statements.<br>Net sales<br>Cloud and Network Services net sales in 2025 were EUR 2 606 million, an increase of EUR 17 million,<br>or 1%, compared to EUR 2 589 million in 2024. Foreign exchange rate fluctuations had an<br>approximately 5% negative impact on net sales. Enterprise Campus Edge and Core Networks grew,<br>but this was partially offset by the impact of the disposal of the Device Management and Service<br>Management Platform businesses during 2024.<br>The following table sets forth distribution of net sales by region for the years indicated.<br>EURm 2025 2024 Change %<br>Americas 1 120 1 153 (3)%<br>APAC 529 517 2%<br>EMEA 957 919 4%<br>Total 2 606 2 589 1%<br>Gross profit<br>Cloud and Network Services gross profit in 2025 was EUR 1 299 million, an increase of<br>EUR 142 million, or 12%, compared to EUR 1 157 million in 2024. Cloud and Network Services gross<br>margin in 2025 was 49.8%, compared to 44.7% in 2024. Gross profit increased mainly as a result<br>of higher gross margin reflecting favorable product mix.<br>Operating expenses<br>Cloud and Network Services research and development expenses were EUR 567 million in 2025, an<br>increase of EUR 17 million or 3%, compared to EUR 550 million in 2024. The increase in research<br>and development expenses largely reflected increased investments in Core Networks.<br>Cloud and Network Services selling, general and administrative expenses were EUR 421 million in<br>2025, a decrease of EUR 23 million, or 5%, compared to EUR 444 million in 2024. The decrease in<br>selling, general and administrative expenses largely reflected continued discipline on cost control.<br>Cloud and Network Services other operating income and expenses was an income of EUR 27 million<br>in 2025, a change of EUR 16 million compared to an income of EUR 43 million in 2024.<br>Operating profit<br>Cloud and Network Services operating profit was EUR 338 million in 2025, an increase of<br>EUR 132 million, compared to EUR 206 million in 2024. Cloud and Network Services operating<br>margin in 2025 was 13.0% compared to 8.0% in 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>74 Nokia in 2025 | |
| --- | |
| Mobile Networks<br>For the year ended 31 December 2025 compared to the year ended 31 December 2024<br>The following table sets forth the segment operating results and the percentage of net sales for<br>the years indicated.<br>2025 2024⁽¹⁾<br>EURm % of net sales EURm % of net sales Change %<br>Net sales 7 806 100.0% 8 158 100.0% (4)%<br>Cost of sales (4 914) (63.0)% (4 939) (60.5)% (1)%<br>Gross profit 2 892 37.0% 3 219 39.5% (10)%<br>Research and development<br>expenses (2 076) (26.6)% (2 160) (26.5)% (4)%<br>Selling, general and<br>administrative expenses (687) (8.8)% (756) (9.3)% (9)%<br>Other operating income and<br>expenses 91 1.2% 149 1.8% (39)%<br>Operating profit 220 2.8% 452 5.5% (51)%<br>(1) In 2025, Nokia moved Managed Services business from Cloud and Network Services to Mobile Networks. The comparative amounts<br>for 2024 have been recast accordingly. For more information, refer to Note 2.2. Segment information in the consolidated financial<br>statements.<br>Net sales<br>Mobile Networks net sales in 2025 were EUR 7 806 million, a decrease of EUR 352 million, or 4%,<br>compared to EUR 8 158 million in 2024. Foreign exchange rate fluctuations had an approximately<br>4% negative impact on net sales. Net sales declined in the America’s region and APAC. Sales in<br>APAC declined in Greater China, partially offset by increase in the rest of APAC. Sales in EMEA were<br>stable.<br>The following table sets forth distribution of net sales by region for the years indicated.<br>EURm 2025 2024 Change %<br>Americas 2 182 2 396 (9)%<br>APAC 2 464 2 593 (5)%<br>EMEA 3 160 3 169 0%<br>Total 7 806 8 158 (4)%<br>Gross profit<br>Mobile Networks gross profit in 2025 was EUR 2 892 million, a decrease of EUR 327 million, or 10%,<br>compared to EUR 3 219 million in 2024. Mobile Networks gross margin in 2025 was 37.0%,<br>compared to 39.5% in 2024. The decrease in gross profit and gross margin was mainly driven by<br>two one-time factors. In 2024, Nokia benefited from EUR 150 million of accelerated revenue<br>recognition related to the AT&T settlement. In 2025, Nokia had a one-time contract settlement<br>related to a project that started in 2019 which had a net negative effect of EUR 120 million on<br>gross profit.<br>Operating expenses<br>Mobile Networks research and development expenses were EUR 2 076 million in 2025, a decrease<br>of EUR 84 million, or 4% compared to EUR 2 160 million in 2024. The lower research and<br>development expenses mainly reflected underlying cost reductions and foreign exchange rate<br>fluctuations.<br>Mobile Networks selling, general and administrative expenses were EUR 687 million in 2025, a<br>decrease of EUR 69 million, or 9%, compared to EUR 756 million in 2024. The decrease in selling,<br>general and administrative expenses mainly reflected underlying cost reductions and foreign<br>exchange rate fluctuations.<br>Mobile Networks other operating income and expenses was an income of EUR 91 million in 2025, a<br>decline of EUR 58 million compared to an income of EUR 149 million in 2024. The change in other<br>operating income and expenses was primarily due to lower proceeds from the sale of digital assets.<br>Operating profit<br>Mobile Networks operating profit was EUR 220 million in 2025, a decrease of EUR 232 million,<br>compared to EUR 452 million in 2024. Mobile Networks operating margin was 2.8% in 2025<br>compared to 5.5% in 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>75 Nokia in 2025 | |
| --- | |
| Nokia Technologies<br>For the year ended 31 December 2025 compared to the year ended 31 December 2024<br>The following table sets forth the segment operating results and the percentage of net sales for<br>the years indicated.<br>2025 2024<br>EURm % of net sales EURm % of net sales Change %<br>Net sales 1 501 100.0% 1 928 100.0% (22)%<br>Cost of sales — 0.0% (2) (0.1)% (100)%<br>Gross profit 1 501 100.0% 1 926 99.9% (22)%<br>Research and development<br>expenses (309) (20.6)% (250) (13.0)% 24%<br>Selling, general and<br>administrative expenses (149) (9.9)% (163) (8.5)% (9)%<br>Other operating income and<br>expenses 16 1.1% 1 0.1% 1 500%<br>Operating profit 1 059 70.6% 1 514 78.5% (30)%<br>Net sales<br>Nokia Technologies net sales in 2025 were EUR 1 501 million, a decrease of EUR 427 million, or<br>22%, compared to EUR 1 928 million in 2024. Foreign exchange rate fluctuations had an<br>approximately 1% negative impact on net sales. The decline in Nokia Technologies net sales was<br>primarily due to more than EUR 400 million catch-up net sales recognized in 2024, partially offset<br>by new multimedia deals signed in 2025. Nokia Technologies continued to make good progress in<br>expanding in areas such as automotive, consumer electronics, IoT and multimedia.<br>Gross profit<br>Nokia Technologies gross profit in 2025 was EUR 1 501 million, a decrease of EUR 425 million, or<br>22%, compared to EUR 1 926 million in 2024. The lower gross profit was due to lower net sales.<br>Operating expenses<br>Nokia Technologies research and development expenses in 2025 were EUR 309 million, an increase<br>of EUR 59 million, or 24%, compared to EUR 250 million in 2024. The increase in research and<br>development expenses was primarily due to higher investments to drive the creation of intellectual<br>property and an approximately EUR 20 million impairment charge to previously acquired assets.<br>Nokia Technologies selling, general and administrative expenses in 2025 were EUR 149 million, a<br>decrease of EUR 14 million, or 9%, compared to EUR 163 million in 2024. The decrease in selling,<br>general and administrative expenses was primarily due to lower litigation costs.<br>Nokia Technologies other operating income and expenses in 2025 was an income of EUR 16 million,<br>a change of EUR 15 million compared to an income of EUR 1 million in 2024. The change in other<br>operating income and expenses was primarily related to currency hedging.<br>Operating profit<br>Nokia Technologies operating profit in 2025 was EUR 1 059 million, a decrease of EUR 455 million,<br>or 30%, compared to an operating profit of EUR 1 514 million in 2024. Nokia Technologies<br>operating margin in 2025 was 70.6% compared to 78.5% in 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>76 Nokia in 2025 | |
| --- | |
| Group Common and Other<br>For the year ended 31 December 2025 compared to the year ended 31 December 2024<br>The following table sets forth the operating results for Group Common and Other, and the<br>percentage of net sales for the years indicated.<br>2025 2024<br>EURm % of net sales EURm % of net sales Change %<br>Net sales 17 100.0% 34 100.0% (50)%<br>Cost of sales (21) (123.5)% (29) (85.3)% (28)%<br>Gross profit (4) (23.5)% 5 14.7% (180)%<br>Research and development<br>expenses (126) (741.2)% (131) (385.3)% (4)%<br>Selling, general and<br>administrative expenses(1) (243) (1 429.4)% (227) (667.6)% 7%<br>Other operating income and<br>expenses(1)<br> — 0.0% 4 11.8% (100)%<br>Operating loss(1) (373) (2 194.1)% (349) (1 026.5)% 7%<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and<br>administrative expenses and other operating income to financial income. The comparative amounts for 2024 have been recast<br>accordingly. For more information, refer to Note 1.2. General accounting policies in the consolidated financial statements.<br>Net sales<br>Group Common and Other net sales in 2025 were EUR 17 million, a decrease of EUR 17 million, or<br>50%, compared to EUR 34 million in 2024. The decrease in Group Common and Other net sales was<br>related to Radio Frequency Systems, which was substantially divested in 2024.<br>Gross profit<br>Group Common and Other gross profit in 2025 was negative EUR 4 million, compared to positive<br>EUR 5 million in 2024.<br>Operating expenses<br>Group Common and Other research and development expenses in 2025 were EUR 126 million, a<br>decrease of EUR 5 million, or 4%, compared to EUR 131 million in 2024.<br>Group Common and Other selling, general and administrative expenses in 2025 were EUR 243<br>million, an increase of EUR 16 million, or 7%, compared to EUR 227 million in 2024.<br>Group Common and Other other operating income and expenses in 2025 were zero, a net negative<br>fluctuation of EUR 4 million compared to an income of EUR 4 million in 2024.<br>Operating loss<br>Group Common and Other operating loss in 2025 was EUR 373 million, an increase of EUR 24<br>million, compared to an operating loss of EUR 349 million in 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>77 Nokia in 2025 | |
| --- | |
| Liquidity and capital resources<br>Financial position<br>Cash and cash equivalents<br>At 31 December 2025, Nokia’s cash and cash equivalents equaled EUR 5 462 million, a decrease of<br>EUR 1 161 million compared to EUR 6 623 million as of 31 December 2024. The decrease was<br>primarily attributable to acquisition of businesses of EUR 1 730 million, dividends of EUR 759<br>million, net cash outflow related to long-term borrowings of EUR 724 million, share repurchases of<br>EUR 624 million, capital expenditure of EUR 606 million, purchase of unowned share of Nokia<br>Shanghai Bell of EUR 501 million, partially offset by net cash inflow from operating activities of EUR<br>2 071 million, proceeds from issuance of shares to NVIDIA of EUR 859 million and net cash inflow<br>related to interest-bearing financial investments of EUR 765 million.<br>Total cash and interest-bearing financial investments(1)<br>At 31 December 2025, Nokia’s total cash and interest-bearing financial investments(1) equaled<br>EUR 6 791 million, a decrease of EUR 1 950 million, compared to EUR 8 741 million as of 31<br>December 2024. Decrease was attributable to the decrease in cash and cash equivalents of EUR<br>1 161 million, current interest-bearing financial investments of EUR 700 million and non-current<br>interest-bearing financial investments of EUR 89 million.<br>Net cash and interest-bearing financial investments(1)<br>At 31 December 2025, Nokia’s net cash and interest-bearing financial investments(1) equaled<br>EUR 3 378 million, a decrease of EUR 1 476 million, compared to EUR 4 854 million as of 31<br>December 2024. Decrease was attributable to the decrease in cash and cash equivalents of EUR<br>1 161 million, current interest-bearing financial investments of EUR 700 million, non-current<br>interest-bearing financial investments of EUR 89 million and an increase in short-term interest-bearing liabilities of EUR 115 million, partially offset by a decrease in long-term interest-bearing<br>liabilities of EUR 589 million.<br>(1) Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,<br>refer to the “Alternative performance measures” section.<br>Cash flow<br>Operating activities<br>The cash inflow from operating activities in 2025 was EUR 2 071 million, a decrease of<br>EUR 422 million compared to a cash inflow of EUR 2 493 million in 2024. The decrease was primarily<br>attributed to a decrease of EUR 716 million in net profit, adjusted for non-cash items, which<br>equaled EUR 2 725 million compared to EUR 3 441 million in 2024, which was offset by a decrease<br>in cash tied-up to net working capital of EUR 209 million, compared to EUR 569 million cash tied-up<br>in 2024. The primary drivers for the decrease in cash tied-up to net working capital were related to<br>a decrease in liabilities of EUR 333 million compared to a decrease of EUR 609 million in 2024 and<br>an increase in receivables of EUR 25 million compared to an increase in receivables of EUR 364<br>million in 2024. This was partly offset by a decrease in inventories of EUR 149 million compared to<br>a decrease of EUR 404 million in 2024. The increase in receivables during 2025 was primarily driven<br>by account receivables. The decrease in liabilities during 2025 was primarily due to restructuring<br>and associated cash outflows and a decrease in trade payables.<br>In 2025, the cash inflow from operating activities included paid taxes of EUR 396 million, an<br>increase of EUR 54 million compared to EUR 342 million in 2024, interest received of<br>EUR 163 million compared to EUR 226 million in 2024 and interest paid of EUR 212 million<br>compared to EUR 263 million in 2024.<br>Investing activities<br>The cash outflow from investing activities was EUR 1 396 million in 2025, compared to a<br>EUR 117 million cash outflow in 2024. Cash outflows from investing activities was primarily driven<br>by acquisition of businesses of EUR 1 730 million compared to EUR 37 million in 2024, capital<br>expenditure of EUR 606 million compared to EUR 472 million in 2024 and purchase of shares in<br>associated companies of EUR 50 million. These were partially offset by net cash inflow of EUR 765<br>million of interest-bearing financial investments compared to net cash inflows of EUR 214 million in<br>2024 and net cash inflow from other financial assets of EUR 69 million compared to EUR 210 million<br>in 2024.<br>Major items of capital expenditure in 2025 included investments in R&D and test equipment, lab<br>and factory infrastructure, strategic patent portfolios and repairs or improvements of sites.<br>Financing activities<br>In 2025, the cash outflow from financing activities was EUR 1 610 million, compared to a<br>EUR 2 003 million cash outflow in 2024. The cash outflows was driven by repayments of long-term<br>borrowings of EUR 875 million compared to EUR 462 million in 2024, dividend payments of EUR 759<br>million, compared to EUR 723 million in 2024, share repurchases of EUR 624 million compared to<br>EUR 680 million in 2024, purchase of unowned share of Nokia Shanghai Bell of EUR 501 million and<br>payments of the principal portion of lease liabilities of EUR 221 million, compared to EUR 233<br>million in 2024. These were partially offset by proceeds from issuance of shares to NVIDIA of EUR<br>859 million and proceeds from long-term borrowings of EUR 151 million, compared to EUR 101<br>million in 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>78 Nokia in 2025 | |
| --- | |
| Financial assets and debt<br>At 31 December 2025, Nokia’s net cash and interest-bearing financial investments(1) equaled<br>EUR 3 378 million consisting of EUR 6 791 million in total cash and interest-bearing financial<br>investments(1), and EUR 3 413 million of long-term and short-term interest-bearing liabilities.<br>Nokia holds total cash and interest-bearing financial investments(1) predominantly in euro.<br>Interest-bearing financial investments mainly include high-quality money market and fixed income<br>instruments with strict maturity limits and diversified counterparty risk limits. Nokia also has EUR<br>2 000 million revolving credit facilities available for liquidity purposes. The facilities have no<br>financial covenants and remain undrawn.<br>At 31 December 2025, Nokia’s interest-bearing liabilities consisted of the following liabilities:<br>Instrument Currency Final maturity Nominal (million)<br>2.00% Senior Notes EUR 3/2026 630<br>4.375% Senior Notes USD 6/2027 500<br>6.50% Senior Notes USD 1/2028 74<br>3.125% Senior Notes EUR 5/2028 500<br>6.45% Senior Notes USD 3/2029 206<br>4.375% Sustainability-linked Senior Notes EUR 8/2031 500<br>NIB R&D loan EUR 10/2032 250<br>6.625% Senior Notes USD 5/2039 500<br>Other borrowings EUR 466<br>The EUR notes maturing in 2026, 2028 and 2031, as well as the USD notes maturing in 2027 and<br>2039, are issued by Nokia Corporation, while the USD notes maturing in 2028 and 2029 are issued<br>by Lucent Technologies Inc., a predecessor to Nokia of America Corporation (Nokia’s wholly-owned<br>subsidiary, formerly known as Alcatel-Lucent USA Inc.). The loan from the Nordic Investment Bank<br>(NIB) is drawn by Nokia Corporation. For more information on the interest-bearing liabilities, refer<br>to Note 5.2. Financial assets and liabilities in the consolidated financial statements.<br>In March 2025, Nokia established a new EUR 500 million revolving credit facility maturing in March<br>2027. This facility has a one-year extension option, its pricing is linked to Nokia’s credit ratings, it<br>has no financial covenants and the facility remains undrawn as of 31 December 2025.(2)<br>In June 2025, Nokia refinanced its undrawn EUR 1 412 million revolving credit facility maturing in<br>June 2026 with a new facility in size of EUR 1 500 million maturing in June 2030. The new facility<br>has two one-year extension options, its pricing is linked to Nokia’s key sustainability targets in<br>addition to credit ratings, it has no financial covenants and the facility remains undrawn as of 31<br>December 2025.<br>In December 2025, Nokia signed a loan facility agreement of EUR 435 million for financing research<br>and development with the European Investment Bank (EIB). The availability period of the loan<br>facility ends in December 2027. The loan facility was not disbursed as of 31 December 2025 and<br>will have an average maturity of approximately seven years after disbursement.<br>Nokia considers that with EUR 6 791 million of total cash and interest-bearing financial<br>investments(1) and with its undrawn revolving credit facilities, it has sufficient funds to satisfy its<br>future working capital needs, capital expenditure, R&D investments, structured finance, venture<br>fund commitments, acquisitions and debt service requirements, at least through 2026. Nokia<br>further considers that with its current credit ratings of BBB- (stable) by Fitch, Ba1 (positive) by<br>Moody’s, and BBB- (stable) by S&P Global, it has access to the capital markets should any funding<br>needs arise in 2026.<br>Nokia aims to maintain investment grade credit ratings.<br>Off-balance sheet arrangements<br>There are no material off-balance sheet arrangements that have, or are reasonably likely to have, a<br>current or future effect on Nokia’s financial condition, revenues or expenses, results of operations,<br>liquidity, capital expenditures or capital resources that are material to investors, except for the<br>purchase obligations and lease commitments, as well as guarantees and financing commitments<br>disclosed in Note 6.1. Commitments, contingencies and legal proceedings, and in Note 5.4.<br>Financial risk management, of the consolidated financial statements.<br>(1) Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,<br>refer to “Alternative performance measures” section.<br>(2) On 3 March 2026, Nokia voluntarily canceled the EUR 500 million revolving credit facility with the effective date of 6 March 2026.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>79 Nokia in 2025 | |
| --- | |
| Venture fund investments and commitments<br>Nokia makes 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<br>capital firm backing exceptional entrepreneurs focused on Deeptech opportunities in data<br>infrastructure, AI, semiconductors and space. In 2025, Nokia completed a strategic review of its<br>venture fund investment activities. As a result, it no longer views broad-based venture fund<br>investments as having a strategic role and has initiated a process to scale down these investments.<br>This also led to a change in the presentation of the results of venture fund investments from<br>operating activities to financial income.<br>As of 31 December 2025, the fair value of the venture fund investments and similar investments<br>equaled EUR 857 million, compared to EUR 865 million as of 31 December 2024. For more<br>information on the fair value of the venture fund investments, refer to Note 5.2. Financial assets<br>and liabilities in the consolidated financial statements.<br>As of 31 December 2025, Nokia’s investment commitments equaled EUR 221 million, compared to<br>EUR 306 million as of 31 December 2024. As a limited partner in venture funds, Nokia is committed<br>to capital contributions and entitled to cash distributions according to the respective partnership<br>agreements and underlying fund activities. For more information on venture fund commitments,<br>refer to Note 6.1. Commitments, contingencies and legal proceedings in the consolidated financial<br>statements.<br>Treasury Policy<br>Treasury activities are governed by the Nokia Treasury Policy approved by the President and CEO<br>and supplemented by operating procedures approved by the Chief Financial Officer, covering<br>specific areas such as foreign exchange risk, interest rate risk, credit risk and liquidity risk. The<br>objective of treasury’s liquidity and capital structure management activities is to ensure that Nokia<br>has sufficient liquidity to go through unfavorable periods without being severely constrained by the<br>availability of funds to execute Nokia’s business plans and implement Nokia’s long-term business<br>strategy. Nokia is risk-averse in its treasury activities.<br>Foreign exchange impact<br>Nokia is a company with global operations and net sales derived from various countries, invoiced in<br>various currencies. Therefore, Nokia’s business and results from operations are exposed to<br>changes in exchange rates between the euro, Nokia’s reporting currency, and other currencies,<br>such as the US dollar. The magnitude of foreign exchange exposures changes over time as a<br>function of Nokia’s net sales and costs in different markets, as well as the prevalent currencies<br>used for transactions in those markets. Significant changes in exchange rates may also impact<br>Nokia’s competitive position and related price pressures through their impact on its competitors.<br>To mitigate the impact of changes in exchange rates on its results, Nokia hedges material net<br>foreign exchange exposures (net sales less costs in a currency) typically with a hedging horizon of<br>approximately 12 months. For the majority of these hedges, hedge accounting is applied to reduce<br>income statement volatility.<br>In 2025, Group net sales were mostly denominated in US dollars, euros and Indian rupee and total<br>costs mostly in US dollars, euros, Indian rupee and Chinese yuan.<br>The average currency mix for Group net sales and total costs:<br>2025 2024<br>Currency Net sales Total costs Net sales Total costs<br>EUR ~25% ~25% ~25% ~30%<br>USD ~55% ~50% ~55% ~45%<br>CNY ~0% ~5% ~5% ~5%<br>INR ~5% ~5% ~0% ~5%<br>Other ~15% ~15% ~15% ~15%<br>Total ~100% ~100% ~100% ~100%<br>For the full year 2025 compared to the previous year, the US dollar was weaker against the euro.<br>The weaker US dollar in 2025 on a year-on-year basis had a significantly negative impact on Nokia’s<br>net sales reported in euros. However, the weaker US dollar also contributed to lower costs of sales<br>and slightly lower operating expenses on a year-on-year basis. In total, before hedging, the weaker<br>US dollar on a year-on-year basis had a negative effect on Nokia’s operating profit in 2025.<br>For a discussion of the instruments used by Nokia in connection with its hedging activities, refer to<br>Note 5.4. Financial risk management in the consolidated financial statements. Refer also to the<br> “Risk factors” section.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br> • Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>80 Nokia in 2025 | |
| --- | |
| Sustainability<br>Statement<br>Nokia’s sustainability in 2025 82<br>Nokia’s sustainability strategy 83<br>Introduction 84<br>General information 85<br>Basis for preparation 86<br>Governance 88<br>Strategy 94<br>Impact, risk and opportunity management 102<br>Environmental information 109<br>Climate change (ESRS E1) 110<br>Resource use and circular economy (ESRS E5) 125<br>Disclosure under the European Union Taxonomy Regulation 134<br>Social information 143<br>Own workforce (ESRS S1) 144<br>Workers in the value chain (ESRS S2) 152<br>Affected communities (ESRS S3) 159<br>Consumers and end-users (ESRS S4) 163<br>Governance information 167<br>Business conduct (ESRS G1) 168<br>Appendix to the Sustainability Statement 176<br>Reference table 176<br>List of data points that derive from other EU legislation 181<br>81 Nokia in 2025 | |
| --- | |
| Nokia’s<br>sustainability<br>in 2025<br>In 2025, Nokia<br>delivered customer<br>value through<br>sustainability,<br>advancing the efforts<br>in climate and circular<br>transition, social<br>digitalization initiatives,<br>supply chain resilience,<br>and technology<br>responsibility.<br>Decarbonization &<br>circular transition<br>-27%<br>decrease in our total GHG<br>emissions (scopes 1, 2, 3) from<br>a 2019 base year<br>Bridging the<br>digital divide<br>272 million<br>increase in mobile broadband<br>subscriptions in Nokia radio<br>customers’ networks<br>Supply chain<br>resilience<br>788<br>supplier audits and EcoVadis<br>assessments conducted<br>Responsible use<br>of technology<br>The 1st Finnish company to<br>receive Binding Corporate<br>Rules (BCRs) approval,<br>demonstrating commitment<br>to data protection and privacy<br>compliance<br> ‘<br>90%<br>waste circularity rate achieved<br>Social digitalization projects<br>reached in total<br>829 953<br>direct beneficiaries since 2023<br>98%<br>of high-risk projects met our<br>minimum non-negotiable health<br>and safety requirements<br>AI governance framework<br>established and implemented<br>across Nokia<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>82 Nokia in 2025 | |
| --- | |
| Nokia’s sustainability strategy<br>Nokia aims to become the most trusted<br>connectivity partner by focusing on<br>customer value and innovation.<br>Customer demands, regulatory requirements as well as<br>stakeholder expectations are rapidly evolving. This creates<br>significant market opportunities.<br>Nokia’s strategy centers on four impact areas and four enablers<br>to address evolving customer demands, and market<br>opportunities in sustainability.<br>Nokia’s sustainability strategy aims to enhance the positive<br>impact of the company, taking into consideration material risks<br>and opportunities in several important focus areas. The<br>strategy is implemented through the business groups and<br>central functions.<br>Nokia’s strategic impact areas and key enablers<br>Vision: Become customers’ most trusted connectivity partner<br>Strategic impact areas<br>The strategic impact areas address critical sustainability challenges while unlocking new opportunities for growth and<br>differentiation.<br>Decarbonization &<br>circular transition<br>Bridging the digital<br>divide<br>Supply chain<br>resilience<br>Responsible use of<br>technology<br>Key enablers<br>The key enablers provide us with the necessary capabilities and operational foundation to deliver.<br>Customer<br>engagement<br>Grow sales with<br>customer centric<br>sustainability value<br>propositions<br>Ecosystem<br>collaboration<br>Leverage sustainability<br>partnerships, funding<br>and financing<br>Innovation<br>Drive customer co-creation through<br>exploring sustainability-driven disruptive<br>technologies<br>Digitalization<br>Digitalize sustainability<br>data and operations<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>83 Nokia in 2025 | |
| --- | |
| Introduction<br>Intelligence is moving across networks,<br>devices, and data centers - and Nokia is at the<br>center of it. Nokia’s presence across 130<br>countries gives the company the opportunity<br>- and privilege - to make a positive<br>environmental and social impact on a global<br>scale. At the same time, customer demands,<br>regulatory requirements, as well as<br>stakeholder expectations are rapidly evolving.<br>Sustainability now directly influences<br>procurement decisions and is a key expectation<br>from both customers and investors.<br>This Sustainability Statement is prepared in accordance with<br>the provisions of the EU Corporate Sustainability Reporting<br>Directive (“CSRD”) and with the requirements of the<br>European Sustainability Reporting Standards (“ESRS”). The<br>Sustainability Statement reflects Nokia’s sustainability<br>performance, impacts, risks and opportunities across<br>environmental, social and governance dimensions. It is<br>building upon Nokia’s long-standing sustainability impact<br>reports, as well as on its renewed materiality assessment of<br>sustainability matters, conducted in accordance with<br>applicable legal requirements, continued impact analysis and<br>periodic stakeholder engagement.<br>Through this Sustainability Statement, Nokia attempts<br>to demonstrate its commitment to transparent and<br>responsible sustainability reporting, while also showcasing<br>its strategic approach to managing sustainability impacts.<br>Nokia acknowledges its role in global sustainability<br>challenges and opportunities, including climate change<br>mitigation and adaptation, social equity and responsible<br>business practices.<br>The 2025 Sustainability Statement covers Nokia’s operations<br>across all geographical locations and includes relevant<br>information about our material value chain impacts, focusing<br>on sustainability topics most relevant to Nokia’s business<br>model and operational context while ensuring compliance<br>with mandatory disclosure requirements.<br>Nokia welcomes feedback from stakeholders as it continues<br>to improve and evolve its sustainability reporting practices.<br>The current document fulfills a dual purpose: ensuring<br>compliance with applicable reporting requirements, as well<br>as drive sustainability performance improvements and<br>stakeholder engagement across the entire organization.<br>By conducting this assessment of sustainability topics in accordance with the CSRD’s double materiality perspective, Nokia has identified several areas requiring focused attention and reporting.<br>E S G<br>These material topics are<br>interconnected and fundamentally<br>interdependent, requiring an<br>integrated approach to<br>sustainability management and<br>reporting. This ultimately reflects on<br>Nokia’s overall sustainability journey<br>and ensures a comprehensive<br>coverage of its performance and<br>impacts.<br>Climate change (E1) Own workforce (S1) Business conduct (G1)<br>Resource use and circular<br>economy (E5)<br>Workers in the value<br>chain (S2)<br>Affected communities (S3)<br>Consumers and<br>end-users (S4)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>84 Nokia in 2025 | |
| --- | |
| General<br>information<br>This section details Nokia's fundamental<br>approach to sustainability for 2025,<br>encompassing the company’s governance<br>structures, sustainability strategy, and the<br>management of material impacts, risks, and<br>opportunities.<br>Basis for preparation 86<br>Governance 88<br>Strategy 94<br>Impact, risk and opportunity management 102<br>Nokia’s key highlights in 2025<br>Launch of the refreshed sustainability strategy, aiming to help Nokia<br>become the most trusted connectivity partner by focusing on<br>customer value and innovation<br>Nokia’s Double Materiality Assessment was re-evaluated to reflect the<br>changes in its business, operations, and markets<br>The ESG Executive Committee was established, to further embed<br>sustainability in business decision making<br>ESG metrics continued to be part of Nokia’s short-term and long-term<br>incentive plans<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>85 Nokia in 2025 | |
| --- | |
| Basis for preparation<br>General basis for preparation of the<br>Sustainability Statement<br>For the reporting year 2025, Nokia is preparing the<br>Sustainability Statement in accordance with the requirements of<br>the Corporate Sustainability Reporting Directive 2022/2464/EU<br>of the European Parliament and of the Council (hereinafter<br> “CSRD”) and requirements of the Commission Delegated<br>Regulation (EU) 2023/2772 of 31 July 2023 (hereafter the<br> “Delegated Regulation”) as regards the European Sustainability<br>Reporting Standards (hereinafter “ESRS”). When referring to the<br>various ESRS, the numbering in the Delegated Regulation is<br>used. Finland transposed these requirements into national law<br>on 21 December 2023, and are in effect from the financial year<br>2024. These requirements are applicable to Nokia by virtue of<br>Art. 3 and Art. 19a of Directive 2013/34/EU (the “Accounting<br>Directive”), as modified by the CSRD. The content of the<br>Sustainability Statement is prepared based on the double<br>materiality assessment conducted and re-evaluated by Nokia in<br>accordance with the CSRD and the ESRS, which helped<br>determine the material sustainability topics, and the related<br>disclosures and information included in the Statement.<br>The Sustainability Statement was prepared on a consolidated<br>basis. The reporting scope for own operations is the same as for<br>the consolidated financial statements. All statements on<br>strategies, policies, actions, metrics and targets refer to Nokia.<br>The Sustainability Statement takes into account certain relevant<br>segments of Nokia’s value chain where impacts, risks and<br>opportunities are likely to arise from Nokia’s sustainability<br>perspective, and provides information on upstream and<br>downstream activities in accordance with ESRS 1 ‘General<br>Requirements’, as applicable.<br>The Sustainability Statement indicates how Nokia’s operations<br>take into account and affect Nokia’s stakeholders, their<br>concerns and interests. The intended audience of this<br>Sustainability Statement are Nokia’s various stakeholders,<br>primarily its investors.<br>The Sustainability Statement does not include the digital XBRL<br>sustainability tags in accordance with Chapter 7, Section 22,<br>Subsection 1, Paragraph 2 of the Accounting Act, as it has not<br>been possible to comply with this provision due to the absence<br>of the ESEF regulation or other European Union legislation.<br>The Sustainability Statement was subject to external limited<br>assurance in accordance with ISAE 3000 (Revised). The<br>Assurance report on the Sustainability Statement can be found<br>on page 285.<br>Comparative information<br>Where metrics have been reported previously, comparative<br>information is presented. Nokia is also presenting comparative<br>information in respect of the base year for amounts reported in<br>the current period when reporting the developments and<br>progress toward a target.<br>Acquisitions and divestments<br>On 28 February 2025 (‘the effective date’), Nokia completed the<br>acquisition of Infinera Corporation (Infinera), pursuant to the<br>definitive agreement announced on 27 June 2024. Infinera has<br>become part of the Nokia Group effective as of the closing and<br>related information is reported in the Sustainability Statement<br>from the effective date. Comparative information and target<br>base values prior to 2025 exclude Infinera, with the exception of<br>the GHG emissions related target base values which have been<br>revised to include Infinera’s GHG emissions.<br>On 27 June 2024, Nokia announced it had entered into a put<br>option agreement to sell its wholly owned subsidiary Alcatel<br>Submarine Networks (“ASN”). The sale was completed on 31<br>December 2024. In the 2024 Sustainability Statement, the<br>Submarine Networks business was presented separately as a<br>discontinued operation. From the reporting year 2025 onwards,<br>the Submarine Networks business is excluded from the<br>Sustainability Statement.<br>As a result of above transactions, metrics for 2025 and 2024<br>disclosed in the applicable topical sections represent Nokia’s<br>continuing operations.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>86 Nokia in 2025 | |
| --- | |
| Disclosures in relation to specific<br>circumstances<br>Time horizons<br>The reporting period for the Sustainability Statement is<br>consistent with the financial statements.<br>Nokia is adopting short-term, medium-term and long-term time<br>horizons as of the end of the reporting period and as defined by<br>ESRS.<br>Sources of estimation and outcome uncertainty<br>Due to the extent of Nokia’s value chain and the geographical<br>spread of its operations, some of the quantitative metrics and<br>monetary amounts included in this Sustainability Statement<br>have a higher level of measurement uncertainty. Therefore,<br>when quantitative metrics and monetary amounts cannot be<br>measured or collected directly from its systems, Nokia has<br>made use of assumptions and estimates with the purpose of<br>enabling users to understand the most significant information,<br>without undermining its usefulness or quality. Such estimates<br>and underlying assumptions are believed to be reasonable<br>under the circumstances. Processes and internal controls are<br>implemented at various levels of the organization with the view<br>of minimizing uncertainties and maintaining transparency.<br>However, there is still some degree of uncertainty and some<br>inherent limitations in making accurate information available,<br>especially information related to some specific resource use<br>and circular economy metrics. Nokia continues to implement<br>and develop internal processes to improve accuracy, for<br>example by using primary-source data, where possible.<br>Where estimations were used or where outcome uncertainties<br>related to the metrics disclosed in the statement exist, the<br>related information is disclosed along with the respective<br>metrics within each topical chapter in the section ‘Reporting<br>principles’, with the view of providing context for, and support<br>understanding of our disclosures. Information on value chain<br>and other estimations can be found in the sections ‘Climate<br>change (ESRS E1)’ and ‘Resource use and circular economy<br>(ESRS E5)’.<br>Forward-looking statements<br>Certain statements contained in this Sustainability Statement<br>constitute “forward-looking statements”. Such statements are<br>based on management’s best assumptions and beliefs in light of<br>the information currently available to it, and are subject to a<br>number of risks and uncertainties, many of which are beyond<br>Nokia’s control, and which could cause actual results to differ<br>materially from such statements. These statements are only<br>predictions based upon our current expectations and views of<br>future events and developments, and are subject to risks and<br>uncertainties that are difficult to predict because they relate to<br>events, and depend on circumstances, that will occur in the<br>future. Risks and uncertainties that could affect these<br>statements include, but are not limited to, the risk factors<br>specified under the ‘Risk factors’ section under Nokia’s Board<br>review 2025.<br>Changes in the preparation or presentation of<br>sustainability information and reporting errors<br>in prior periods<br>Following the acquisition of Infinera in 2025, the GHG emissions<br>related target base values for 2019 have been revised to<br>include Infinera’s GHG emissions. More information in the<br>section ‘Climate change (ESRS E1)’, ‘Reporting principles for<br>metrics’.<br>Any changes from prior periods are presented in the relevant<br>section of a topical standard, where the respective metric is<br>discussed. More information can be found in the sections<br> ‘Climate change (ESRS E1)’ and ‘Resource use and circular<br>economy (ESRS E5)’.<br>There are no other significant changes in the preparation or<br>presentation of the Sustainability Statement from the prior year<br>or reporting errors in respect of the earlier periods.<br>Content index<br>The list of disclosure Requirements in ESRS covered in the<br>Sustainability Statement and the list of data points that derive<br>from other EU legislation are included in the ‘Appendix to the<br>Sustainability Statement’.<br>Use of phase-in transitional provisions in<br>accordance with ESRS 1<br>Nokia continues to adopt certain phase-in transitional<br>provisions as outlined in ESRS 1 General Requirements.<br>Consequently, the following specific metrics have been omitted<br>from the disclosures and will be reported in the subsequent<br>periods in accordance with the applicable requirements:<br>ESRS section reference Disclosures omitted<br>ESRS 2, SBM-1,<br>Para 40(b)<br>Breakdown of total revenue by significant ESRS<br>sectors<br>ESRS 2, SBM-1,<br>Para 40(c)<br>List of additional significant ESRS sectors<br>beyond the ones reflected under Para 40(b)<br>ESRS 2, SBM-3,<br>Para 48(e)<br>Material impacts, risks and opportunities and<br>their interaction with strategy and business<br>model (Antipated financial effects)<br>ESRS E1, Disclosure<br>Requirement E1-9,<br>Para 64-70<br>Anticipated financial effects from material<br>physical and transition risks and potential<br>climate-related opportunities<br>ESRS E5, Disclosure<br>Requirement E5-6,<br>Para 41-43<br>Anticipated financial effects from resource<br>use and circular economy-related impacts,<br>risks and opportunities<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>87 Nokia in 2025 | |
| --- | |
| Governance<br>Roles of Nokia’s administrative,<br>management and supervisory bodies<br>regarding sustainability matters<br>Composition and diversity of the members of<br>the administrative, management and<br>supervisory bodies<br>Of the 10 members of the Board, 40% are female and 60% are<br>male. The Board members represent five different nationalities.<br>The current members of the Board are all non-executive and<br>there are no employees or other worker representatives on the<br>Board of Directors. For the term that began at the Annual<br>General Meeting 2025, 100% of Board members were<br>determined to be independent of the Company and its<br>significant shareholders.<br>The Corporate Governance and Nomination Committee of the<br>Board aims to continually renew the Board to ensure an efficient<br>Board of international professionals with a diverse mix of skills,<br>experience and other personal qualities in line with the diversity<br>principles established by the Board. A diverse Board promotes<br>sound corporate governance and the ability to support and<br>challenge the company’s operative management constructively.<br>For Nokia, Board composition is not static, but evolves over<br>time based on the relevant business objectives and future<br>needs. Diversity of our Board is considered from a number of<br>aspects, including skills, relevant expertise and experience,<br>tenure, age, nationality, cultural and educational backgrounds,<br>gender as well as other individual qualities, all aimed at enabling<br>and enhancing the success of Nokia.<br>The Group Leadership Team (“GLT”) is chaired by the President<br>and CEO. On 31 December 2025, the GLT consisted of 12<br>members, including the President and CEO, representing five<br>different nationalities, with 25% of the GLT members being<br>female and 75% being male. All except the President and CEO are<br>employees. There is no other worker representation in the GLT.<br>The following table shows the primary areas of expertise of the<br>current and proposed Board members relevant to Nokia's<br>sectors, products and the geographic locations of its business.<br>Experience and skills of the Board members<br>Business<br>Exec. role with<br>P&L<br>responsibility<br>External<br>boardroom<br>roles/<br>Governance<br>Finance and<br>accounting<br>Legal/Public<br>policy/<br>Compliance<br>Telecommunication<br>providers market<br>segment<br>Enterprise<br>market<br>segment Technology Cybersecurity<br>Environmental/<br>Social issues<br>Current Board members<br>Sari Baldauf (Chair) ✔ ✔ ✔ ✔ ✔ ✔<br>Timo Ihamuotila (Vice Chair<br>as of 29 April 2025) ✔ ✔ ✔ ✔ ✔ ✔<br>Timo Ahopelto ✔ ✔ ✔ ✔ ✔<br>Elizabeth Crain ✔ ✔ ✔ ✔<br>Thomas Dannenfeldt ✔ ✔ ✔ ✔ ✔<br>Pernille Erenbjerg ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Lisa Hook ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Mike McNamara ✔ ✔ ✔ ✔ ✔<br>Thomas Saueressig ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Kai Öistämö ✔ ✔ ✔ ✔ ✔ ✔<br>Proposed new Board<br>member<br>Meredith Whittaker ✔ ✔ ✔ ✔ ✔<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>88 Nokia in 2025 | |
| --- | |
| Oversight of environmental, social and governance activities and practices<br>Nokia Board<br>of Directors<br> ▪ Evaluates sustainability practices, related risks and target setting, as well as their implementation and effectiveness<br> ▪ Specific sustainability topics are reviewed by Board Committees based on their responsibilities, including, among others, sustainability reporting, materiality<br>assessment, ethics and compliance, privacy, culture, human capital management and the embedding of sustainability in Nokia’s technologies<br>Personnel Committee<br> ▪ Sustainability incentive targets<br> ▪ Human capital management<br>Audit Committee<br> ▪ Sustainability reporting<br> ▪ Sustainability-related risks and opportunities<br> ▪ Ethics and compliance<br> ▪ Cybersecurity and privacy<br> ▪ Internal Controls framework and Internal Audit<br>Corporate Governance & Nomination<br>Committee<br> ▪ Corporate governance<br> ▪ Sustainability-related corporate governance<br>trends<br>Technology Committee<br> ▪ Review how Nokia’s sustainability strategy<br>embeds into its technology strategy and<br>roadmaps<br>Group<br>Leadership<br>Team<br> ▪ Reviews and approves changes to sustainability-related policies<br> ▪ Is informed and updated on implementation of and changes to management and operational frameworks, strategy, targets and performance<br> ▪ Conducts sustainability review and provides feedback at least two times a year, and as topic-specific areas require<br> ▪ The CEO, CFO and business group presidents review additional sustainability topics at least two times a year, in the framework of the Nokia business reviews<br>ESG Executive Committee ▪ Reviews and approves sustainability strategy<br> ▪ Oversees the implementation of the sustainability strategy, ensuring alignment with Nokia’s business and strategic targets<br>Sustainability Council<br> ▪ Steers the alignment of<br>sustainability strategy,<br>priorities, and the<br>implementation of<br>sustainability activities<br>across Nokia<br> ▪ Contributes to the<br>sustainability strategy and<br>materiality assessment, and<br>reviews sustainability<br>targets and performance<br> ▪ Provides additional insight<br>to sustainability-related<br>risks and opportunities<br>Corporate Social<br>Responsibility and<br>Donations Committee<br> ▪ Sets principles for allocation<br>of corporate donations and<br>investments for universities<br>and communities<br> ▪ Approves funds for<br>donation allocation<br> ▪ Assesses the impact of all<br>donation programs<br>Human Rights Due<br>Diligence Council<br> ▪ Governs high-level alignment<br>on Nokia’s Human Rights<br>Policy and implementing<br>procedures<br> ▪ Steers decisions on Nokia<br>businesses from a human<br>rights point of view<br> ▪ Ensures alignment between all<br>business groups and functions<br>and that appropriate<br>mitigations are put in place<br>Privacy, Data and Cyber<br>Regulatory Steering<br>Committee<br> ▪ Oversees and ensures compliance<br>with privacy, data protection, and<br>cybersecurity regulations<br> ▪ Provides strategic direction,<br>monitors risks, and makes<br>decisions to ensure compliance<br>with regulatory requirements in the<br>safeguarding of the organization’s<br>information assets<br>Nokia Technology<br>Council<br> ▪ Drives Nokia technology<br>leadership in sustainable<br>technologies<br> ▪ Drives sustainable R&D and<br>design practices<br> ▪ Drives alignment of<br>sustainability technologies<br>and standards across Nokia<br> ▪ Provides technology and<br>innovation direction on<br>sustainability themes<br>Nokia Sourcing Council<br> ▪ Steers sourcing and supply<br>chain sustainability strategy<br>and execution<br> ▪ Pre-approves sourcing and<br>supply chain sustainability<br>targets, metrics, and results<br> ▪ Assesses major risks and<br>determines corrective actions<br> ▪ Pre-approves sourcing and<br>supply chain sustainability<br>deliverables and disclosures<br>for the GLT and the BoD<br>Nokia AI Governance<br>Board<br> ▪ Manages and oversees<br>Nokia’s AI Policy and AI SOP<br>implementation for<br>responsible use of AI in Nokia<br>internal tools, and products<br>and services to our<br>customers<br> ▪ Ensures compliance with<br>regulations and aligns with<br>Nokia’s best practices in<br>security, privacy, data<br>governance and IPR<br>Members<br>VP of Sustainability, VP of Investor<br>Relations, Head of Health & Safety,<br>sustainability leaders from<br>business groups, Finance & IT,<br>Legal & Compliance, Real Estate<br>and People<br>Members<br>Chief Financial Officer, Chief Legal<br>Officer, Chief People Officer, Chief<br>Compliance Officer, VP Technology<br>Leadership, VP of Sustainability,<br>Head of Corporate Social Impact<br>Members<br>Chief Legal and Administrative Officer,<br>Chief Geopolitical and Government<br>Affairs Officer, Chief Communications<br>Officer, Chief Compliance Officer, VP<br>Technology Leadership, VP<br>Sustainability, other senior leaders per<br>need. Head of Human Rights, and<br>Legal Counsel<br>Members<br>C-Suite executives, Executive Vice<br>Presidents, Senior Vice Presidents and<br>Functional Heads, Directors, Programme<br>Leaders, Senior Specialists and<br>Operational & Transformation<br>leaders, Research and Emerging<br>Technology Leaders across relevant<br>functions, programmes and services<br>Members<br>Chief Technology & AI Officer, BG<br>CTOs, Bell Labs Presidents, VP<br>Technology Leadership, Chief<br>Security Officer, Chief Digital<br>Officer, VP of Sustainability,<br>Corporate Development,<br>Geopolitics & Government<br>Relations, Council Director<br>Members<br>VPs of Strategic Sourcing from BGs,<br>IT Sourcing Head, Indirect Sourcing<br>Head, Head of Nokia SC & Sourcing<br>Sustainability, Head of Strategic<br>Sourcing Sustainability, Other<br>sourcing and supply chain senior<br>leaders<br>Members<br>Head of Transformation<br>Technology & AI Office,<br>Technology & AI Office Operations<br>AI Officer, BG and CF AI Officers,<br>additional subject matter experts<br>as needed<br>Multidisciplinary,<br>cross-functional<br>sustainability team<br>Drives the creation and implementation of the sustainability strategy, as well as actions needed to achieve sustainability targets, and strategic programs to address evolving<br>sustainability risks and opportunities that Nokia faces. Subject matter experts provide fact-based input to functions and business groups. Supports employees with competence<br>development and guidance, fostering ethical decision-making and choices that are consistent with Nokia’s values, policies, and with applicable law. Ensures corporate<br>sustainability reporting is in line with requirements and regulations. Promotes an open reporting culture and oversees robust and impartial concern reporting, investigation and<br>remediation processes.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>89 Nokia in 2025 | |
| --- | |
| Under Nokia’s Corporate Governance Guidelines, the Board<br>evaluates Nokia’s environmental and social activities and<br>governance practices, related risks and target setting, as well as<br>their implementation and effectiveness across the Company.<br>In 2025, the Board reviewed the progress and key milestones<br>for the sustainability targets, sustainability results for 2024,<br>sustainability-related risks and opportunities, the evolving<br>sustainability requirements and expectations, investor feedback<br>and Nokia’s approach to related disclosures. The Board also<br>provided direction on environmental and supply‑chain priorities,<br>the refreshed social impact strategy, and company‑wide<br>engagement and enablement efforts. Additionally, in January<br>2025, the Board approved the targets related to climate change<br>in the long-term incentive plan for 2025 and approved the<br>CEO’s targets on health and safety and diversity which are<br>included in his short-term incentive plan for 2025.<br>The Committees of the Board of Directors have been delegated<br>the responsibility of providing oversight and monitoring several<br>environmental and social developments and activities, in<br>accordance with their respective areas of responsibilities.<br>The Audit Committee reviews sustainability disclosures<br>annually, as well as the information on the use of conflict<br>minerals in Nokia’s products presented in the annual reports<br>and regulatory filings. During 2025, the Audit Committee’s<br>responsibilities included oversight of the sustainability<br>reporting, including the double materiality assessment,<br>regulatory developments related to the mandatory<br>sustainability-related disclosures, as well as oversight of the<br>ethics and compliance program, including human rights and<br>privacy. The responsibilities of the Audit Committee also include<br>oversight of the management and processes related to the IT<br>and services security risks and maturity, including security-related controls, compliance, incident process, disclosures and<br>risk management.<br>The Personnel Committee oversees human capital<br>management, including personnel policies and practices related<br>to Nokia’s culture, physical safety, employee well-being,<br>workforce composition, recruiting, development and retention.<br>In 2025, the Committee focused on workforce demographics<br>and conducted a people risk review, including physical safety,<br>review of employee survey results and succession planning. The<br>Personnel Committee recommended that the Board continue to<br>include GHG emission reductions as a metric in the long-term<br>incentive plan. Additionally, the Committee emphasized the<br>importance of fostering a strong health and safety culture and<br>maintaining workforce diversity. To reinforce accountability, the<br>Personnel Committee recommended that the Board retain<br>discretion to make downward adjustments to short-term<br>incentives if company performance in these areas falls short<br>during the annual incentive period.<br>The Corporate Governance and Nomination Committee<br>assesses and advises the Board on sustainability-related<br>activities and practices, aiming to enhance the governance<br>structure supporting them.<br>The Technology Committee reviews how the Company’s<br>sustainability strategy embeds into its technology strategy and<br>roadmaps.<br>The Group Leadership Team regularly addresses sustainability<br>matters in its meetings. It examines the sustainability-related<br>impacts, risks and opportunities of Nokia’s business decisions<br>and projects. The Chief Legal and Administrative Officer holds<br>overall responsibility for sustainability within the GLT.<br>In 2025, the GLT was informed on Nokia’s sustainability strategy<br>and its refresh, approved the renewed Human Rights Policy,<br>examined the feedback from the ESG Investor Roadshow and<br>explored ways to further strengthen how sustainability impact is<br>measured across the business. Complementing this, the newly<br>established ESG Executive Committee, which includes GLT<br>members, oversaw the operational execution of the<br>sustainability agenda, including progress on ESG digitalization,<br>the refresh of the Nokia sustainability strategy, the governance<br>framework, and the development and approval of sustainability<br>targets.<br>Nokia’s governance processes, controls and procedures allow<br>for the monitoring, management and oversight of sustainability<br>matters by the Board, its Committees and the GLT. Dedicated<br>processes and procedures have been established by the Legal,<br>Compliance & Sustainability function, the Finance function and<br>business groups. These processes and procedures are applied<br>to the management of sustainability impacts, risks and<br>opportunities by the dedicated roles established within each<br>business group and function.<br>Skills and expertise to oversee sustainability<br>matters<br>The Board of Directors and the GLT are assigned the mandatory<br>training curriculum, which includes the Ethical Business Training,<br>Code of Conduct acknowledgement and the conflict of interest<br>disclosure. The topics also include information about grievance<br>mechanism and company values, security and privacy,<br>information security, environmental topics, responsible<br>business and sustainable sourcing, human rights and<br>responsible artificial intelligence.<br>Trainings by external experts are also organized with the view of<br>enabling the Board members, the GLT and the ESG Executive<br>Committee to evaluate Nokia’s sustainability strategy, including<br>its goals, roadmap and efforts, and to assess the materiality of<br>sustainability topics relevant to Nokia.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>90 Nokia in 2025 | |
| --- | |
| Informing and supporting the<br>administrative, management and<br>supervisory bodies in their oversight of<br>impacts, risks and opportunities<br>Sustainability topics are brought to the attention of the Board<br>of Directors, the GLT and the ESG Executive Committee, as well<br>as other committees on a regular basis through several<br>channels. The Vice President of Sustainability, the Chief<br>Compliance Officer and other senior executive leaders hold the<br>mandate to bring material sustainability topics to the attention<br>of the Board of Directors and the GLT. Other functions leaders<br>and subject matter experts are also providing the administrative<br>and management bodies with updates on sustainability topics,<br>including goals, roadmaps, strategies.<br>Several councils and committees are set up to inform the<br>administrative, management and supervisory bodies in their<br>oversight of sustainability impacts, risks and opportunities.<br>The ESG Executive Committee’s role is to review and approve<br>sustainability strategy, and oversee its implementation,<br>ensuring alignment with Nokia’s business and strategic targets.<br>Nokia’s Sustainability Council, chaired by the VP of Sustainability<br>and attended by leaders from all business groups and corporate<br>functions, aligns the company’s sustainability strategy,<br>priorities, and day-to-day implementation across all business<br>groups and functions, ensuring that sustainability remains as a<br>core focus across all levels of the organization. It provides<br>cross‑functional monitoring and coordination of sustainability<br>initiatives, ensures that high‑level strategic decisions from the<br>ESG Executive Committee are translated into operational action,<br>and actively manages progress through structured information<br>flow and oversight.<br>The Corporate Controller informs the Audit Committee of the<br>Board about the impacts, risks and opportunities identified<br>through the double materiality assessment, as well as about the<br>process and contents of the Sustainability Statement.<br>Sustainability related key risks and opportunities are embedded<br>within Nokia’s Enterprise Risk Management framework and<br>within that context are reviewed, minimum annually, with the<br>GLT and the Board.<br>This approach allows the GLT, the Board, and the Committees of<br>the Board to gain valuable insight into sustainability topics<br>relevant to Nokia, and to evaluate Nokia’s long-term strategic<br>business plan from the added perspective of sustainability.<br>Integration of sustainability-related<br>performance in incentive schemes<br>Nokia operates short-term and long-term incentive plans for all<br>employees, including the Group Leadership Team, as well as the<br>President and CEO. Performance measures are set yearly to<br>align with Nokia’s business strategy and priorities, including<br>financial, operational and sustainability targets.<br>Long-term incentives (LTI), awarded in shares, typically vest after<br>three years based on achieving performance conditions aligned<br>with Nokia's long-term strategy. The performance share awards<br>for all participants include a 10% weighting on greenhouse gas<br>(GHG) emission reduction targets (scope 1, 2, and 3) over a<br>three-year performance period. The emission reduction targets<br>include scope 1 and 2 as absolute reduction in emissions from<br>2019 and scope 3, framed as an intensity metric, reflecting<br>product energy efficiency, as well as emissions across suppliers<br>and other operational activities. These targets are aligned with<br>Nokia’s net-zero roadmap and incentivize the commitment<br>toward the 2030 goal of a 50% reduction in GHG emissions,<br>demonstrating Nokia's commitment to long-term emissions<br>reduction and active approach in addressing climate change.<br>The 2025 Short-term Incentive Plan (STI) included metrics and<br>targets for health and safety, as well as gender diversity as an<br>incentive mechanism for fulfilling Nokia’s sustainability<br>commitments. The short-term incentives for senior leaders,<br>including the CEO and the GLT members, include a 10%<br>weighting for the health and safety metric (lost time injury<br>frequency rate with a fatality modifier for incidents within<br>Nokia’s control) and a 5% weighting on women in the workforce<br>and a 5% weighting on women in leadership.<br>In total, the proportion of variable remuneration subject to<br>sustainability-related targets is:<br> ▪ 20% in the short-term incentives for the President and CEO,<br>the GLT members and other senior leaders; and<br> ▪ 10% in performance-based long-term incentives for the<br>President and CEO, the GLT members and other eligible<br>Nokia employees.<br>Nokia's Remuneration Policy, which governs the remuneration<br>of the Board of Directors and the President and CEO, was last<br>updated in 2025. The Remuneration Policy has been aligned<br>with Nokia's business strategy and helps ensure that executive<br>compensation reflects contributions to sustainability targets<br>and thus also long-term shareholder value creation.<br>The conditions of the short-term and long-term incentives are<br>prepared and approved by the Personnel Committee of the<br>Board of Directors, while the Board of Directors approves all the<br>company’s share-based incentives, as well as the President and<br>CEO’s compensation, including the share-based incentive<br>schemes.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>91 Nokia in 2025 | |
| --- | |
| Statement on due diligence<br>The specific due diligence processes applied in relation to<br>environment, human rights and responsible sourcing are<br>described below. The table provides a mapping of the core<br>elements of Nokia’s due diligence for impacts on people and the<br>environment and their location in this Sustainability Statement,<br>in addition to the information disclosed in this section.<br>Responsible sourcing due diligence<br>Nokia actively engages with its suppliers to promote responsible<br>sourcing practices in key sustainability areas, including<br>environmental issues, health and safety, labor rights, and<br>ethical behavior. The company's responsible sourcing program<br>focuses on supplier due diligence, climate action, circularity, and<br>responsible minerals sourcing. For these purposes of assessing<br>and further developing corporate social responsibility behavior<br>and standards across its industry sector supply chain, Nokia<br>collaborates with the Responsible Business Alliance (RBA) and<br>the Joint Alliance for CSR (JAC), comprising some of the world’s<br>largest telecom operators. Additional details are provided under<br>the section ‘Workers in the value chain (ESRS S2)’.<br>Human rights due diligence<br>Nokia’s downstream Human Rights Due Diligence (HRDD)<br>process is a cross‑company, proactive review conducted before<br>a decision is taken on the sale of a solution. Decisions are based<br>on human rights risk rather than commercial considerations.<br>The process assesses the risk of adverse human rights impacts<br>linked to potential misuse of Nokia’s technology, identifies<br>mitigation measures, and ensures alignment with Nokia’s<br>Human Rights Policy.<br>The key factors considered include a country’s long‑term<br>human rights record, the type of end customer, and the<br>intended use of the technology, service, or solution. When<br>needed, the process prompts further investigation and<br>senior‑level approval or denial through a senior leader<br>governance council. Downstream HRDD is a mandatory part of<br>the sales approval process. Additional details are provided<br>under the section ‘Consumers and end-users (ESRS S4)’.<br>Environmental due diligence<br>Nokia’s Code of Conduct is the Company’s highest level policy,<br>covering, amongst others, its commitment to the environment<br>in its own operations, supply chain and business relationships.<br>The Code of Conduct and Environmental policy are part of the<br>general management process, and environmental<br>considerations are incorporated into relevant business planning,<br>decision making, implementation and tracking activities. Nokia<br>is committed to sound environmental management and the<br>Nokia net-zero 2040 target, as it looks to minimize its<br>environmental impact throughout the product lifecycle through<br>efficient use of materials and energy, and by minimizing waste<br>and emissions, as outlined in its Environmental policy.<br>Environmental management practices are aligned with<br>internationally recognized standards, including ISO 14001, to<br>ensure continued improvement and compliance with relevant<br>environmental requirements. Additional details are provided<br>under the section ‘Climate change (ESRS E1)’.<br>Core elements<br>of due diligence<br>Embedding due diligence in<br>Nokia’s governance, strategy,<br>and business model Engaging with affected stakeholders Identifying and assessing adverse impacts<br>Taking actions to address adverse<br>impacts<br>Tracking the<br>effectiveness of<br>these efforts<br>Paragraphs<br>in the<br>Sustainability<br>Statement<br>General information<br>Informing and supporting the<br>administrative, management and<br>supervisory bodies in their<br>oversight of impacts, risks and<br>opportunities, page 91<br>Integration of sustainability-related performance in incentive<br>schemes, page 91<br>Material topics and their<br>interaction with Nokia’s strategy<br>and business model, page 98<br>General information<br>Interests and views of stakeholders, page 97<br>Description of the process to identify and assess<br>material impacts, risks and opportunities, page 102<br>Own workforce (ESRS S1)<br>Processes for engaging with own workforce and<br>workers’ representatives about impacts, page 147<br>Processes to remediate negative impacts and channels<br>for own workforce to raise concerns, page 147<br>Workers in the value chain (ESRS S2)<br>Processes for engaging with value chain workers<br>about impacts, page 153<br>Affected communities (ESRS S3)<br>Processes for engaging with affected communities<br>about impacts, page 160<br>Processes and channels for affected communities<br>to raise concerns, page 160<br>Consumers and end-users (ESRS S4)<br>Processes for engaging with consumers and end-users about impacts, page 164<br>Processes and channels for consumers and end-users to raise concerns, page 164<br>General information<br>Material topics and their interaction with Nokia’s<br>strategy and business model, page 98<br>Description of the process to identify and assess<br>material impacts, risks and opportunities, page 102<br>Climate change (ESRS E1)<br>Material impacts, risks and opportunities related to<br>climate change and energy, page 110<br>Climate scenario and resilience assessment, page<br>111<br>Resource use and circular economy (ESRS E5)<br>Material impacts, risks and opportunities related to<br>resource use and circular economy, page 125<br>Workers in the value chain (ESRS S2)<br>Material impacts, risks and opportunities related to<br>workers in the value chain, page 152<br>Affected communities (ESRS S3)<br>Material impacts, risks and opportunities related to<br>consumers and end-users, page 159<br>Consumers and end-users (ESRS S4)<br>Material impacts, risks and opportunities related to<br>consumers and end-users, page 163<br>Climate change (ESRS E1)<br>Transition plan and actions in related to<br>climate change policies, page 113<br>Targets and related progress, page 119<br>Resource use and circular economy<br>(ESRS E5)<br>Actions, page 128<br>Targets and related progress, page 129<br>Workers in the value chain (ESRS S2)<br>Processes to remediate negative impacts<br>and channels for value chain workers to<br>raise concerns, page 154<br>Actions, page 154<br>Targets and related progress, page 155<br>Consumers and end-users (ESRS S4)<br>Processes to remediate negative impacts<br>and channels for consumers and end-users to raise concerns, page 164<br>Actions, page 165<br>Targets and related progress, page 165<br>Climate change (ESRS E1)<br>Targets and related<br>progress, page 119<br>Disclosure tables, page<br>121<br>Resource use and circular<br>economy<br>(ESRS E5)<br>Targets and related<br>progress, page 129<br>Disclosure tables, page<br>131<br>Workers in the value<br>chain (ESRS S2)<br>Targets and related<br>progress, page 155<br>Disclosure tables, page<br>157<br>Consumers and end-users (ESRS S4)<br>Targets and related<br>progress, page 165<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>92 Nokia in 2025 | |
| --- | |
| Risk management and internal controls<br>over sustainability reporting<br>Internal control procedures in relation to the<br>sustainability reporting process<br>Nokia conducts its business globally, being exposed to<br>geopolitical, social and regulatory developments, including<br>those affecting environmental, social and governance topics.<br>Management is responsible for establishing and maintaining<br>adequate internal controls over Nokia’s sustainability reporting.<br>Nokia’s internal controls on sustainability reporting are aimed to<br>provide reasonable assurance to management and the Board on<br>the reliability of sustainability reporting, as well as the<br>preparation and fair representation of information and facts in<br>the published Sustainability Statement. The internal control<br>processes consist of various controls designed around the<br>applicable ESRS and monitored through internal audit.<br>Management conducts a yearly assessment of Nokia’s internal<br>controls over sustainability reporting in accordance with the<br>Committee of Sponsoring Organizations Framework (the “COSO<br>Framework”, 2013).<br>Further, management has also: ▪ assessed the design of the controls in place aimed at<br>mitigating the sustainability reporting risks;<br> ▪ tested operating effectiveness of all key controls; and ▪ evaluated all noted deficiencies in internal controls over<br>sustainability reporting as of year-end.<br>In 2025, Nokia has reported on progress and assessments to<br>management and to the Audit Committee of the Board on a<br>quarterly basis.<br>Nokia is monitoring regulatory developments in sustainability<br>reporting and their applicability to its business portfolio, which<br>might impact the interpretations of sustainability reporting<br>requirements and internal controls framework, and result in<br>further changes in subsequent years.<br>Organization of the Internal Audit function<br>Nokia’s Internal Audit function examines and evaluates the<br>adequacy and effectiveness of its internal controls system. The<br>Internal Audit function reports to the Audit Committee of the<br>Board. The Vice President/Chief Audit Executive function has<br>direct access to the Audit Committee, without the involvement<br>of management. The Internal Audit staffing levels and annual<br>budget are approved by the Audit Committee. All authority of<br>the Internal Audit function is derived from the Board. Annually, a<br>risk-based Internal Audit plan is developed that takes into<br>account key business risks, emerging risks, external factors and<br>input from management. This plan is approved by the Audit<br>Committee. Audits are completed across business groups and<br>functions. The results of each audit are reported to<br>management identifying issues, financial impact (if any) and<br>corrective actions to be carried out. Quarterly, the Internal Audit<br>function communicates the progress of the Internal Audit plan,<br>including the results of the closed audits, to the Audit<br>Committee. Any changes to the risk environment impacting the<br>Internal Audit plan are presented to the Audit Committee for<br>review and approval on a quarterly basis. Internal Audit also<br>works closely with Internal Controls and with Ethics and<br>Compliance to review any financial and compliance concerns<br>brought to light from various channels and, where relevant,<br>works with Enterprise Risk Management to ensure that priority<br>risk areas are reviewed through audits.<br>In 2025, Internal Audit performed the management testing of<br>the internal controls over sustainability reporting, covering<br>control performance and audit trail. The outcome of the audit<br>was shared with Nokia’s management, as well as with Nokia’s<br>Audit Committee of the Board of Directors.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>93 Nokia in 2025 | |
| --- | |
| Strategy<br>Key elements of Nokia’s general strategy<br>relevant to sustainability matters<br>In November 2025, in recognition of the increasing importance<br>of sustainability for all stakeholders, including customers,<br>investors, regulators, partners, communities and employees,<br>Nokia refreshed its sustainability strategy, aiming to become<br>the most trusted connectivity partner by focusing on customer<br>value and innovation. The strategy centers on four impact areas<br>and four enablers to address evolving customer demands,<br>geopolitical changes, and market opportunities in sustainability.<br>Four strategic impact areas:<br>1. Decarbonization & circular transition<br>2. Bridging the digital divide<br>3. Supply chain resilience<br>4. Responsible use of technology<br>Nokia’s efforts are supported by four key enablers:<br>1. Customer engagement<br>2. Ecosystem collaboration<br>3. Innovation<br>4. Digitalization<br>Nokia’s sustainability strategy aims to enhance the positive<br>impact of the company, taking into consideration material risks<br>and opportunities in several important focus areas. The<br>strategy is implemented through the business groups and<br>central functions.<br>Under Decarbonization & circularity, we emphasize two areas:<br>climate and resource use and circular economy. Nokia<br>addresses its own environmental footprint by focusing on GHG<br>emission reduction across scope 1, 2 and 3 emissions, efficient<br>resource use and waste minimization across the value chain.<br>Please refer to sections ‘Climate change (ESRS E1)’ and<br> ‘Resource use and circular economy (ESRS E5)’.<br>In Bridging the digital divide, Nokia enables its customers and<br>those who are unconnected and underserved to bridge the<br>digital divide through digital adoption and access to<br>connectivity. Please refer to the sections ‘Affected communities<br>(ESRS S3)’ and ‘Consumers and end-users (ESRS S4)’ for details.<br>In Supply chain resilience, Nokia works to strengthen its supply<br>chain through dedicated programs in order to mitigate the risks<br>of human rights and environmental violations, as well as to<br>focus on supplier performance improvement on emissions and<br>recycled materials. Please refer to the section ‘Workers in the<br>value chain (ESRS S2)’ for additional details.<br>In terms of Responsible use of technology, Nokia looks to<br>differentiate itself against the competition as a trusted and<br>responsible producer of technology. Its approach is covered in<br>the topical social and governance sections of this Sustainability<br>Statement. Please refer to the sections ‘Consumers and end-users (ESRS S4)’ and ‘Business Conduct (ESRS G1)’ for details.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>94 Nokia in 2025<br>Nokia’s strategic impact areas and key enablers<br>Vision: Become customers’ most trusted connectivity partner<br>Strategic impact areas<br>The strategic impact areas address critical sustainability challenges while unlocking new opportunities for growth and<br>differentiation.<br>Decarbonization &<br>circular transition<br>Bridging the digital<br>divide<br>Supply chain resilience Responsible use<br>of technology<br>Key enablers<br>The key enablers provide us with the necessary capabilities and operational foundation to deliver.<br>Customer engagement<br>Grow sales with customer-centric sustainability value<br>propositions<br>Ecosystem<br>collaboration<br>Leverage sustainability<br>partnerships, funding and<br>financing<br>Innovation<br>Drive customer co-creation<br>through exploring<br>sustainability-driven<br>disruptive technologies<br>Digitalization<br>Digitalize<br>sustainability data and<br>operations | |
| --- | |
| Business model and value chain<br>Nokia collaborates closely with customers and suppliers to<br>engage on systemic issues related to the environment,<br>mitigating the misuse of technology (and advocating for<br>responsible AI principles), ethics, human rights, and working<br>conditions. This includes addressing topics such as responsible<br>sourcing of minerals, climate, circularity and labor rights in the<br>lower tiers of its value chain, as well as understanding the<br>sustainability expectations of stakeholders and working towards<br>accommodating them, complemented by supplier development,<br>learning, and industry collaboration.<br>Nokia’s business groups<br>Nokia embeds sustainability into the product and operational<br>strategies of its business groups. In 2025, Nokia had the<br>following four business groups: (i) Network Infrastructure, (ii)<br>Cloud and Network Services, (iii) Mobile Networks and (iv) Nokia<br>Technologies.<br>Network Infrastructure delivers fixed access, IP routing and<br>optical transport for business-critical and mission critical<br>applications for telecommunications providers, enterprise and<br>webscale customers.<br>Cloud and Network Services provides open, secure, automated,<br>and scalable software that accelerates our customers’ journey<br>to autonomous networks and new value creation.<br>Mobile Networks creates high-performance products and<br>services that support advanced connectivity across all 3GPP<br>mobile technology generations, enabling a seamless evolution<br>to future technologies. Customers include telecommunication<br>providers, mission critical enterprises and the defense<br>community.<br>Nokia Technologies is responsible for managing Nokia’s patent<br>portfolio and monetizing Nokia’s intellectual property, including<br>patents and technologies.<br>In 2025, Nokia delivered net sales of EUR 19 889 million,<br>invested EUR 4 855 million in research and development, and<br>employed 78 005 employees on average. The four business<br>groups comprised operating and reportable segments for<br>financial reporting purposes. For further information about<br>Nokia's operating and reportable segments, as well as their<br>accounting policies, see the Consolidated financial statements<br>section, specifically Note 2.2. ‘Segment Information’. Detailed<br>information on the headcount of employees by country/region<br>is available in the section Own workforce (ESRS S1), ‘Disclosure<br>tables’.<br>In November 2025, Nokia announced a new operating model<br>starting 1 January 2026, moving from four business groups to<br>two primary operating segments: Network Infrastructure, and<br>Mobile Infrastructure, which incorporates Nokia’s Core<br>Networks portfolio, Radio Networks portfolio and Technology<br>Standards, formerly Nokia Technologies. In addition, Nokia<br>created a new business segment: Portfolio Businesses.<br>Supply chain<br>In 2025, Nokia conducted business with around 9 800 suppliers<br>in over 100 countries. 80% of Nokia’s total supplier spend was<br>distributed across around 340 suppliers.<br>Nokia’s suppliers fall into six broad categories:<br> ▪ Final assembly suppliers<br> ▪ Hardware suppliers for product materials (such as standard<br>components, optical components, semiconductors and<br>electromechanics)<br> ▪ Market services suppliers, who support the provision of<br>services to our customers such as in installation,<br>construction and managed services<br> ▪ Software<br> ▪ Cloud Services<br> ▪ Indirect sourcing suppliers for everyday goods and services<br>needed to run Nokia’s business such as consulting, legal and<br>marketing.<br>Nokia’s hardware suppliers are mainly based in Asia and its<br>services suppliers are based at various locations around the<br>world. In 2025, in addition to its own factories in Finland, India<br>and the US, Nokia’s electronics manufacturing services final<br>assembly suppliers included Flex, Foxconn, Jabil, Sanmina,<br>Fabrinet and Karel supplier sites in Canada, China, Hungary,<br>India, Malaysia, Mexico, Romania, Thailand, Turkey, the US and<br>Vietnam, respectively. A list of Nokia’s largest strategic original<br>design manufacturers, original equipment manufacturers and<br>component suppliers is published on our website to further<br>increase stakeholder transparency.<br>Value chain mapping<br>As part of the double materiality assessment, Nokia has<br>outlined the key components of its value chain, which are<br>presented in the following picture.<br>Nokia’s value chain considers all Nokia business groups, key<br>business functions, resources and relationships distributed<br>upstream, through its own operations, and downstream.<br> ▪ The upstream part consists of three main phases: (i) material<br>sourcing and processing, (ii) components and service<br>procurement and (iii) manufacturing and assembly. Nokia<br>engages directly or via industry with various suppliers, from<br>raw materials extractors to outsourced manufacturers and<br>repairers of recycled materials.<br> ▪ Nokia’s own operations comprise four main phases: (i)<br>technology creation and sales, (ii) manufacturing and<br>assembly, (iii) installation, and (iv) real estate activities. The<br>main business actors involved in Nokia’s own operations are<br>Nokia’s own employees.<br> ▪ The downstream part covers three main business phases: (i)<br>product use, (ii) customer support and maintenance, and (iii)<br>end-of-life management.<br>There are also cross-cutting activities that support Nokia’s<br>operations along the full value chain. These include activities<br>like logistics, distribution and transportation of materials and<br>ready-made products, general business services, and financing<br>and investments.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>95 Nokia in 2025 | |
| --- | |
| Nokia’s value chain<br>Upstream Own operations Downstream<br>Value<br>chain<br>Material<br>sourcing and<br>processing<br>Components<br> & service<br>procurement<br>Manufacturing<br> & assembly<br>Technology<br>creation<br> & sales<br>Manufacturing<br> & assembly<br>Installation Real Estate<br>activities<br>Product use Customer<br>support &<br>maintenance<br>End-of-life<br>management<br>Business<br>activity<br> ▪ Extraction<br>(mining, drilling<br>of raw<br>materials)<br> ▪ Refining and<br>smelting of<br>virgin materials<br> ▪ Refining of<br>recycled<br>materials<br> ▪ Hardware<br>(including<br>original<br>equipment<br>manufacturing)<br> ▪ Software<br> ▪ Cloud services<br> ▪ Subcontracted<br>labor and<br>services (e.g.<br>installation,<br>civil works etc.)<br> ▪ Outsourced<br>manufacturing<br> ▪ Outsourced<br>R&D<br> ▪ Outsourced<br>repair<br> ▪ R&D of<br>software<br> ▪ R&D of<br>hardware<br> ▪ IP<br>management<br>and licensing<br>(TECH)<br> ▪ Own<br>manufacturing<br>and repair<br>centers<br> ▪ Network<br>infrastructure<br>building<br> ▪ Installation of<br>network<br>elements and<br>support<br>systems<br> ▪ Site<br>acquisition<br> ▪ Lease and<br>property<br>management,<br>facility<br>management,<br>energy use<br>for offices<br>and labs<br> ▪ Hardware,<br>software and<br>services in<br>mobile, fixed<br>and the<br>enterprise<br>networks<br> ▪ Operation and<br>optimization of<br>networks<br> ▪ Hardware<br>maintenance<br>and<br>replacement<br> ▪ Software<br>maintenance<br> ▪ Upgrades<br>(software &<br>hardware)<br> ▪ Other technical<br>support<br> ▪ Recycling and<br>waste<br>management<br> ▪ Refurbishment<br>(incl. life<br>extension<br>services)<br>Cross-cutting<br>value chain<br>phase<br>Logistics, distribution and transportation (e.g. delivery hub)<br>Sales & marketing and general business services (e.g. legal, procurement)<br>Financing and investments<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>96 Nokia in 2025 | |
| --- | |
| Interests and views of<br>stakeholders<br>Nokia adopts a collaborative and consultative<br>approach towards its key stakeholders, by<br>displaying responsiveness and consideration<br>towards those stakeholders’ views and<br>interests in its decision making related to the<br>company’s strategy and business model. This<br>approach is also followed for the purposes of<br>conducting the double materiality<br>assessment, the results of which are taken<br>into account in various business and strategic<br>decisions, especially when affecting the<br>interests of these key stakeholders.<br>The views and interests of Nokia’s stakeholders<br>(including its employees, suppliers, partners and<br>investors), which are expressed through and<br>during the various engagement opportunities<br>with those parties, are brought to the attention<br>of, and taken into account by the relevant<br>administrative, management, and supervisory<br>bodies of the company, as well as to the<br>attention of relevant functions and units. This<br>allows for those views and interests to be taken<br>into account both at the stage of formulating<br>Nokia’s strategy and setting up its business<br>model, as well as when issues that may affect<br>stakeholders are considered, if deemed<br>relevant to one or more aspects of the<br>company’s strategy or business model. The<br>governance model used by many of Nokia’s<br>functions and business groups allows for<br>regular reporting to the Group Leadership Team<br>and the Board of Directors and its Committees<br>on matters raised by, or concerning, the<br>company’s stakeholders, enabling the<br>company’s decision makers to calibrate Nokia’s<br>strategy and business model to address<br>significant material impacts on stakeholders.<br>The table includes a summary of Nokia<br>Group’s key stakeholders, and how themes<br>important to them are considered in the<br>company’s strategy and business model:<br>Customers Nokia's business account teams engage with customers on sustainability<br>through a diverse set of channels. This includes direct interactions such as<br>executive meetings, ongoing sales discussions, requests for information,<br>ESG customer councils, and responses to specific data and reporting needs.<br>Engagement is further shaped by benchmarking outcomes, industry events,<br>emerging market insights, and evolving regulatory and compliance<br>requirements. Internally, Nokia’s sustainability governance structures also<br>contribute to initiating and guiding these discussions.<br> ▪ Connectivity and digitalization<br> ▪ Energy and material efficiency, circular products and<br>services, recycled materials, life cycle assessment<br> ▪ GHG emission reduction<br> ▪ Resilient operations and value chain, human rights<br> ▪ Resilient infrastructure, climate adaptation of<br>connectivity<br> ▪ Public safety and health, data security, privacy, and<br>responsible AI<br>Continuous customer feedback is shared with<br>relevant business teams. Sustainability-focused<br>meetings help integrate customer requirements<br>into strategy and business models.<br>Understanding these sustainability triggers<br>helps Nokia proactively prepare for customer<br>expectations, strengthen relationships, and<br>embed sustainability more deeply into sales and<br>engagement processes.<br>Own workers Nokia engages with its workers through statutory and voluntary<br>mechanisms that ensure regular consultation, feedback on decisions and<br>planning without fear of retaliation. Employee engagement is carried out via<br>multiple channels, such as Nokia’s intranet, surveys, town halls, trainings,<br>regular meetings and manager-employee dialogue, as well as grievance<br>mechanisms. In jurisdictions where legitimate Employee Representative<br>Bodies (e.g. Employee Forums, Works Councils, Unions) operate, Nokia<br>engages constructively and transparently with them through statutory<br>information, consultation and, where applicable, collective bargaining, in line<br>with applicable employment laws and Nokia’s governance processes.<br> ▪ People Agenda and Nokia essentials<br> ▪ Well-being, health and safety<br> ▪ Future ways of working and flexibility policies<br> ▪ Inclusion<br> ▪ Leadership development and technical career<br>development<br> ▪ Training and skill building<br> ▪ Ethical business practices<br>Nokia offers extensive training to employees,<br>including mandatory sustainability and ethics<br>courses, to meet customer and other<br>stakeholder requirements. Sustainability is a<br>shared responsibility, and engagement helps<br>employees integrate it into their roles.<br>Investors Nokia has regular discussions with its shareholders and the investor<br>community on sustainability topics. The annual sustainability roadshow<br>brings together top shareholders and Nokia experts, and sometimes Board<br>members. Throughout the year, Nokia maintains ongoing engagement with<br>investors via face-to-face and Teams meetings, and digital channels. Nokia<br>also participates in industry questionnaires and ratings such as<br>Sustainalytics, MSCI, and CDP to support transparent information sharing.<br> ▪ Sustainability targets and achievements<br> ▪ Net-zero strategy and roadmap<br> ▪ Sustainable supply chain<br> ▪ Human rights<br> ▪ Health & Safety<br> ▪ AI governance<br> ▪ EU regulations including CSRD and CS3D<br>Investor feedback helps validate our strategic<br>focus areas, value creation opportunities, and<br>also bring in outside views on changing strategic<br>topics.<br>Suppliers and<br>partners<br>Nokia engages and collaborates with suppliers through direct supplier<br>management channels, meetings, dedicated events, industry organizations<br>like the Responsible Business Alliance (RBA), and Nokia’s partner<br>management teams. However, there was no direct engagement with<br>suppliers’ or partners’ workforces specifically for the double materiality<br>assessment.<br> ▪ Inclusion and diversity<br> ▪ Health and safety<br> ▪ Ethical recruitment practices and prevention of<br>modern slavery<br> ▪ Responsible minerals sourcing<br> ▪ Climate change and circular materials<br>Engagement and collaboration with suppliers<br>helps to ensure their perspectives on<br>sustainability are reflected in our strategy and<br>business model. Training and capacity building<br>enhance energy and material efficiency and<br>drive innovations that improve product design<br>and sustainability outcomes. Nokia collaborate<br>on certain technology areas and business<br>models, such as circularity.<br>Industry sector Nokia shares its expertise by leading industry best practice discussions,<br>advising policymakers, and participating in industry initiatives. Engagement<br>is organized with industry organizations through Nokia Business owners,<br>dedicated stakeholder owners and subject matter experts, ensuring<br>participation on key topics. Nokia contributes to industry initiatives, like the<br>International Telecommunication Union’s (ITU) Green Digital Action<br>program, the Coalition for Sustainable Artificial Intelligence and activities at<br>the COP climate conferences. Nokia is leading the EU SNS-JU SUSTAIN-6G<br>project enabling collaboration initiatives with ICT and other sectors.<br> ▪ Environmental impact assessment and circularity<br>standards, incl. Digital Product Passport for ICT in<br>ETSI and ITU-T<br> ▪ Responsible use of AI standards in ISO, data spaces<br>and fair data sharing standards (CEN/CENELEC)<br> ▪ Modernization of EU standardization governance to<br>improve speed, inclusiveness, and digitization<br> ▪ Energy-saving and resilience related 3GPP features<br>Industry organizations address value chain<br>needs and opportunities at scale, driving best<br>practices and innovation. This collective<br>approach highlights the need for better<br>sustainability data and its delivery to customers<br>to improve sustainability digitalization, as well as<br>increase automation and efficiency in delivering<br>on customers’ data requirements.<br>Academia Nokia partners with leading universities and research institutes in Europe,<br>North America, and Asia on innovative projects. Engagement channels<br>include Nokia-led research and standardization programs, university<br>collaborations and memberships, Nokia University Donations program,<br>training, internships, PhD programs, innovation events, and recruitment of<br>top talent from partner institutions. Examples of projects with university<br>collaborations include: Sustain 6G, 6G Power, 6G ANNA and SUSTAINET.<br> ▪ Sustainability strategic impact areas covered under<br>university donation program projects<br> ▪ Environmental projects focusing on sustainable and<br>energy efficient computing, climate intelligence and<br>environmental stewardship<br> ▪ Social projects on digital inclusion and accessibility<br> ▪ AI ethics and governance, Explainable AI (XAI)<br>Nokia builds new academic partnerships to<br>develop more efficient, secure, and more<br>environmentally friendly solutions and<br>technologies, which can influence Nokia’s<br>product development and design choices.<br>Affected<br>communities and<br>civil society<br>Nokia partners with NGOs and community organizations, such as UN Women<br>and UNICEF, which serve as a primary communication channel, leveraging<br>their expertise and direct connections with the affected communities at the<br>grassroots level. Nokia committee members participate in key social and<br>human rights organizations, such as the Business for Societal Impact (B4SI)<br>and the Global Network Initiative (GNI).<br> ▪ Freedom of expression<br> ▪ Potential misuse of technology<br> ▪ Positive impact of technology on communities,<br>digital skills building, gender topics<br> ▪ Environmental protection and biodiversity<br>Engagement with affected communities and civil<br>society shapes Nokia’s social programs, ensuring<br>they address real needs from planning to final<br>follow up and outcomes. The engagement helps<br>tailor program strategies to community<br>challenges and priorities.<br>Regulatory<br>authorities and<br>standard-setting<br>organizations<br>Nokia actively participates in policy discussions to promote a connected<br>society and encourage the global adoption of new technologies. Nokia<br>engages in dialogue, public consultations, standardization bodies and<br>industry and trade associations, often taking leadership roles in working<br>groups of organizations, such as DigitalEurope, Responsible Business<br>Alliance (RBA), ConnectEurope, Telecommunications Industry Association<br>(TIA), Bitkom and others.<br> ▪ Digital and broadband policies, such as broadband<br>rollout and adoption, the digital transformation of<br>society and industry (incl. spectrum for broadband)<br> ▪ Regulation of emerging technologies, such as AI and<br>quantum<br> ▪ Effective regulation on sustainability topics such as<br>forced labor, or due diligence in supply chains<br> ▪ Policies for trusted and reliable international<br>connectivity and secure digital infrastructures<br> ▪ Policy frameworks unlocking innovation<br>Nokia provides factual advice to shape effective<br>policies and takes necessary actions to meet<br>policy objectives and legal requirements,<br>adapting its practices or implementing new<br>processes as needed.<br>Key stakeholder group Communication channels Important topics Impact on business model and strategy<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>97 Nokia in 2025 | |
| --- | |
| Material topics and their interaction with<br>Nokia’s strategy and business model<br>Material impacts, risks and opportunities<br>Nokia’s double materiality assessment considered both the<br>financial materiality of sustainability topics, as well as their<br>impact on our stakeholders and the environment. In 2025, the<br>double materiality assessment was re-evaluated to reflect the<br>changes that had occurred in Nokia’s business, operations,<br>value chain and in the markets where Nokia operates, as well as<br>updated regulatory guidance since the initial assessment<br>concluded in January 2024. Based on the assessment, Climate<br>Change, Resource Use and Circular Economy, and Social and<br>Governance topics were identified as material.<br>In alignment with ESRS requirements, the assessment provides<br>a summary of identified impacts, risks, and opportunities across<br>each ESRS topic and their respective value chain locations. All<br>material impacts have occurred or are expected to occur on a<br>short-term basis and potentially continue over a medium-term<br>and long-term time horizon, with the exception of the risk of<br>freedom of expression and privacy-related potential negative<br>impacts which are considered to be higher on a medium-term<br>and longer-term basis.<br>Nokia’s material sub-topics and sub-sub-topics, including the<br>detailed list of all identified material impacts, risks and<br>opportunities, as well as the process describing how the<br>material impacts, risks and opportunities were identified are<br>disclosed in the section ‘Impact, risk and opportunity<br>management.’<br>7 16 37<br>Material<br>topics<br>Material<br>sub-topics<br>Material<br>impacts,<br>risks and<br>opportunities<br>Nokia’s four strategic impact areas and the corresponding material topics<br>Decarbonization &<br>circular transition<br> ▪ Climate change<br> ▪ Resource use and circular<br>economy<br>Bridging the<br>digital divide<br> ▪ Affected communities<br> ▪ Consumers and end-users<br>Supply chain<br>resilience<br> ▪ Workers in the value chain<br> ▪ Climate change<br> ▪ Resource use and circular<br>economy<br>Responsible use<br>of technology<br> ▪ Business conduct<br> ▪ Consumers and end-users<br>Nokia’s People Strategy<br> ▪ Own workforce<br>Double materiality matrix<br>Impact materiality - Impact on society and environment<br>S2 Workers in the value chain E1 Climate change<br>E5 Resource use and circular economy<br>S1 Own workforce<br>S3 Affected communities<br>S4 Consumers and end-users<br>G1 Business conduct<br>E2 Pollution<br>E3 Water and marine resources<br>E4 Biodiversity and ecosystems<br>Non-material for Nokia<br>Financial materiality - impact on Nokia<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>98 Nokia in 2025 | |
| --- | |
| Interaction with strategy and business model<br>The outcome of the double materiality assessment provides an<br>overview of Nokia’s most important sustainability topics. This<br>assessment has contributed to Nokia’s sustainability strategy<br>refresh in 2025, aiming to ensure that we address the most<br>critical environmental, social, and governance topics that affect<br>our long-term success.<br>Material climate mitigation, product energy efficiency, resource<br>and renewable energy use, and circularity related matters are<br>reflected under the strategic impact area Decarbonization &<br>circular transition. Nokia has already implemented several<br>strategic initiatives, such as defining a detailed climate<br>transition plan describing the commitment to net-zero by 2040.<br>This plan entails most relevant measures for decarbonization<br>across different scopes and acts as the compass for Nokia’s<br>decarbonization strategy. Over the coming years, Nokia will<br>explore opportunities to accelerate progress toward net-zero<br>by assessing ways to further reduce product-use emissions, and<br>investigate climate tech solutions for telco and data center<br>energy. Additionally a refreshed strategy focusing on the<br>circular transition has been put into place focusing on<br>approaches to extend product lifecycles and reduce raw<br>material use, as well as increase recycled content in products.<br>Nokia seeks to advance Design for Environment practices in<br>product design.<br>The strategic impact area Bridging the digital divide addresses<br>the identified material positive impact of connectivity-enabled<br>freedom of expression and access to information on affected<br>communities, consumers and end-users. Nokia enables its<br>customers and those who are unconnected and underserved to<br>bridge the digital divide through digital adoption and access to<br>connectivity. Nokia also intends to assess further opportunities<br>for connectivity solutions and climate technologies to support<br>customers and societies in adapting to climate change and<br>coping with the related impact. For example, Nokia delivers end-to-end routing solutions to connect mobility users globally and<br>allow schools, businesses, and homes to economically and<br>efficiently connect in the global economy. Gigabit Connect for<br>multi-dwelling units expand broadband access across<br>underserved communities. Nokia delivers multiple projects in<br>Africa to backhaul subsea cables and has an extended<br>temperature range solutions providing high-speed connectivity<br>in outdoor plant environments.<br>In Supply chain resilience, Nokia works to strengthen its supply<br>chain through programs to mitigate the risks of human rights<br>and environmental violations, while focusing on supplier<br>performance improvement on emissions and recycled materials.<br>In the context of growing global volatility, supply chain<br>sustainability programs help to ensure compliance, build<br>business resilience and deliver on customer expectations. This<br>work addresses the identified material impacts on the workers<br>in the value chain, the material opportunity related to the<br>management of relationship with suppliers and certain<br>environmental matters.<br>In terms of Responsible use of technology, Nokia looks to<br>differentiate itself against the competition as a trusted and<br>responsible producer of technology. This strategic impact area<br>reflects and addresses the material freedom of expression,<br>privacy- and business conduct-related matters.<br>Own workforce-related matters are covered under the People<br>Strategy, which includes elements that promote a high-performing culture, talent development and attraction, and<br>focus on adequate remuneration strategy.<br>Nokia’s approach in addressing and managing the material<br>impacts, risks and opportunities is further described in the<br>topical environmental, social and governance sections of this<br>Sustainability Statement.<br>Resilience of Nokia’s strategy and business<br>model to address its impacts, risks and<br>opportunities<br>Nokia’s ability to compete and remain a leading provider of<br>technology, software and services in the industries and markets<br>in which the company operates is dependent on multiple<br>external and internal factors. Nokia has a systematic and<br>structured approach to risk management to identify, assess,<br>and mitigate potential risks and negative impacts, including<br>those related to sustainability. As illustrated in this<br>Sustainability Statement, Nokia recognizes and aims to mitigate<br>the potential risks and negative impacts associated with its<br>business, while also aiming to drive opportunities and positive<br>impacts within and beyond the business.<br>Nokia’s sustainability strategy and Nokia’s business model<br>undergo annual reviews. The current and anticipated effects of<br>the company’s material impacts, risks, and opportunities on its<br>business model, value chain, strategy, and decision-making<br>processes are analyzed within Nokia’s Enterprise Risk<br>Management framework.<br>Nokia's business strategy is enabled by the talent driving<br>innovation, and Nokia invests heavily in research and<br>development. Nokia’s innovative approach has enabled it to act<br>resiliently and renew itself. Nokia has a consolidated global<br>approach for business continuity, and every function regularly<br>maintains business continuity plans.<br>Current financial effects of the material risks<br>and opportunities<br>Nokia has assessed the financial effects of the material risks<br>and opportunities for the reporting year 2025.<br>Through the double materiality assessment, Nokia identified a<br>material risk related to the inability to attract, develop and<br>retain a future-fit workforce with the right skill set and in the<br>right locations as skilled employees remain critical in our<br>business. No material current financial effects directly arising<br>from the identified risk were identified.<br>In relation to Nokia’s own workforce, a material risk of an<br>increase in personnel expense due to increases in wages or<br>changes in the related practices and regulations was also<br>identified. The personnel expenses per person increased during<br>the financial year compared to the previous year (please refer to<br>the Financial statements, Note 3.1. Summary of personnel<br>expenses).<br>Nokia identified a material opportunity related to the transition<br>to a low-carbon economy and energy efficiency is considered to<br>be one of the key factors in product competitiveness.<br>Additionally, a new, emerging material opportunity related to<br>climate adaptation was identified. Any current financial effects<br>of product competitiveness are reflected in net sales as<br>presented in the consolidated income statement.<br>Nokia hardware products are dependent on various minerals<br>and other virgin substances. It is estimated that if global<br>consumption continues to grow, it may lead to material scarcity<br>and an increase in the prices of these materials. Potential<br>financial effects of this risk are only expected in the long-term<br>and no actual financial effects for the financial year were<br>identified.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>99 Nokia in 2025 | |
| --- | |
| Breach of our Code of Conduct or the law in regard to<br>compliance areas could result in a material financial effect on<br>Nokia’s financial position, performance or cash flow. In 2025, no<br>related material financial effects were accounted for.<br>As described in the section ‘Basis for preparation’, Nokia is not<br>yet disclosing the anticipated financial effects of the material<br>risks and opportunities in this Sustainability Statement<br>following the phase-in provision for the first reporting years.<br>The financial effects will be reported in the subsequent periods<br>in accordance with the applicable requirements.<br>Sustainability targets<br>Nokia’s sustainability targets presented on the next page are<br>determined based on Nokia’s business requirements,<br>sustainability strategy and material topics which are aligned<br>with different internal groups and functions. When setting<br>sustainability targets, stakeholders’ requirements and input<br>gathered through interaction with Nokia’s customers, suppliers,<br>investors, non-governmental organizations and other<br>stakeholders are taken into account, where relevant. This input<br>helps ensure our targets are aligned with customer<br>sustainability goals, broader industry trends, and the evolving<br>external environment.<br>The sustainability targets are distributed across short-term,<br>medium-term and long-term time horizons. All targets<br>presented by Nokia are set voluntarily i.e. the targets are not<br>mandated by legislation.<br>The 2025 results, progress against selected targets and more<br>detailed information about these targets set are presented in<br>the relevant section of a topical standard. Other metrics in<br>relation to the material sustainability matters that are defined in<br>the ESRS or on Nokia specific basis are presented in the relevant<br>section of a topical standard.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>100 Nokia in 2025 | |
| --- | |
| Our sustainability targets<br>2025 2026 2030 2040<br>Environmental<br> ▪ Use 100% renewable electricity in our own facilities<br>(RE100)<br> ▪ GHG emission reduction of 80% from scope 1 and scope<br>2 market-based emissions from a 2019 base year<br>SBT Net-Zero<br>Overall Net-Zero target: Nokia commits to reaching net-zero greenhouse gas emissions across the value chain by 2040<br>Near-term target: Nokia commits to reducing absolute scope 1, 2 and 3 GHG<br>emissions by 50% by 2030, from a 2019 base year<br>Long-term target: Nokia commits to reducing<br>absolute scope 1, 2 and 3 GHG emissions by<br>90% by 2040, from a 2019 base year<br> ▪ Our final assembly suppliers reach zero emissions, from a 2019 base year<br> ▪ Our suppliers reduce GHG emissions by 50%, from a 2019 base year<br> ▪ Our logistics’ GHG emissions reduced by 73%, from a 2019 base year<br> ▪ GHG emissions reduction of 90% from scope 1 and scope 2 market-based<br>emissions, from a 2019 base year<br> ▪ 95% circularity rate for waste from our offices, labs, own manufacturing,<br>installation, product take-back and supply chain final-assembly factories<br> ▪ Increase recycled content in mechanical part source materials:<br> – Cast aluminum used in mechanical parts: 90%<br> – Wrought aluminum, steel and copper alloys, as well as polycarbonate<br>plastics used in mechanical parts: 50%<br> ▪ Packaging recyclability: Ensure all packaging is 100% recyclable<br> ▪ Recycled material content: Cardboard and plastic packaging materials to<br>contain at least 50% recycled content<br> ▪ Plastics: Plastic packaging to be limited to no more than 10% by weight of<br>total primary packaging<br>Social<br> ▪ Harness Nokia technology, capabilities and funds to<br>improve the lives of 1 500 000 from a 2022 base year<br>through social digitalization projects, digital skills<br>building, and connecting the unconnected or<br>underserved<br> ▪ 96% of projects compliant with the requirement of the<br>High-Risk Project Implementation Assessment (“HRPIA”)<br>process<br> ▪ Zero fatal incidents for own workforce, suppliers and<br>third-parties<br> ▪ Reduce Total Recordable Incident Frequency Rate<br>(“TRIFR”) and Lost Time Incident Frequency Rate (“LTIFR”)<br>for Nokia’s own workforce and its suppliers, compared to<br>the previous year<br> ▪ Cohort of 80 senior leaders conducts safety tours to<br>sites<br> ▪ 98% 3TG traceability and conflict-free status of smelter<br>level in our supply chain, as well as conflict-free status of<br>the smelters. Extended due diligence and conflict-free<br>status of cobalt, mica, aluminum and copper<br> ▪ 80% of suppliers achieve satisfactory sustainability score<br>in supplier performance evaluation<br> ▪ 96% of projects compliant with the strengthened<br>requirements of our HRPIA process<br> ▪ Zero fatal incidents for own workforce, suppliers<br>and third-parties<br> ▪ Reduce TRIFR and LTIFR for Nokia’s own workforce<br>and suppliers,compared to previous year<br> ▪ Cohort of 80 senior leaders to conduct safety<br>tours to sites<br> ▪ Nokia receives a positive outcome of the GNI<br>assessment: it met its obligations under the GNI<br>principles (around freedom of expression, right to<br>privacy), demonstrating improvement over time<br> ▪ 95% of suppliers performing High Risk activities are compliant with the Health<br> & Safety strengthened requirements as part of the Supplier Maturity<br>Assessment (“SMA”) process<br> ▪ 98% 3TG traceability and conflict free status to smelter level in our supply<br>chain, as well as conflict free status of the smelters. Extended due diligence<br>and conflict free status of cobalt, mica, aluminum and copper<br> ▪ 85% of suppliers achieve a satisfactory sustainability score in the supplier<br>performance evaluation<br> ▪ Helping our customers connect the next 2 billion, measured by the number of<br>subscriptions in Nokia’s radio customers’ networks, from a 2021 base year<br> ▪ Nokia’s Fiber-to-the-Home technology to connect 140 million new<br>subscribers, from a 2023 base year<br> ▪ Achieve a minimum 25% share of women employees out of the total number<br>of employees<br>Governance<br> ▪ Ethical Business Training (EBT), which includes ESG<br>(Environmental, Social, Governance) training, completed<br>by 95% of employees<br> ▪ Ethical Business Training (EBT), which includes ESG<br>(Environmental, Social, Governance) training,<br>completed by 95% of employees<br> ▪ Maintain 85% favorability of employee/line manager engagement on the<br>importance of ethics and compliance<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>101 Nokia in 2025 | |
| --- | |
| Impact, risk and<br>opportunity management<br>Description of the process to identify<br>and assess material impacts, risks and<br>opportunities<br>The purpose of the double materiality assessment is to identify<br>and assess Nokia’s sustainability-related impacts, risks and<br>opportunities. The impacts, risks and opportunities that are<br>deemed material define the information disclosed in this<br>Sustainability Statement.<br>Nokia conducted the materiality assessment for both impact<br>and financial materiality. Impact materiality examines how our<br>activities affect people, the environment, and society – for<br>example, how we contribute to climate change or social<br>inequality. Financial materiality examines how sustainability<br>matters impact our business, financial performance and<br>position covering sustainability-related financial risks and<br>opportunities.<br>ESRS 1 requirements have been considered and followed in<br>Nokia’s double materiality assessment. The topics, sub-topics<br>and sub-sub-topics, as listed in the ESRS formed the basis of<br>sustainability matters considered in the materiality assessment.<br>Additionally, Nokia considered if there are any entity-specific<br>topics that are not covered in the ESRS. No such entity-specific<br>topics were identified.<br>During the initial double materiality assessment, Nokia engaged<br>with over 70 internal and external stakeholders, following the<br>guidelines for stakeholder engagement issued by European<br>Financial Reporting Advisory Group (“EFRAG”), who authored the<br>European Sustainability Reporting Standards. Nokia’s cross-functional project team comprising internal stakeholders with<br>expertise on sustainability, business, technology, legal, finance,<br>employees, risk management and value chain were extensively<br>involved. An external partner supported and guided Nokia<br>throughout the assessment and project.<br>Nokia assesses on an annual basis whether any changes have<br>occurred in its business model, operations, risk assessment or<br>external circumstances which require a re-evaluation and a<br>possible update of the previous double materiality assessment<br>(in whole or in part). In 2025, the initial double materiality<br>assessment concluded in January 2024 was re-evaluated to<br>reflect the changes that had occurred in Nokia’s business,<br>operations, value chain and in the markets where Nokia<br>operates, as well as updated regulatory guidance.<br>Key steps in the double materiality assessment<br>The assessment was conducted in accordance with ESRS guidance and requirements under the CSRD. Nokia conducted its Double Materiality assessment in four stages: value chain mapping, impact assessment, financial<br>assessment, and the determination and validation of material topics, using a structured methodology combining quantitative thresholds and qualitative feedback from stakeholders, including employees, and taking into account<br>the evolution of the applicable regulatory requirements.<br>1<br>Value chain<br>mapping 2<br>Impact<br>assessment 3<br>Financial<br>assessment 4<br>Material topics<br>determination<br>and validation<br>Mapping the key activities and business<br>relationships in the value chain, their<br>geographical locations and the potentially<br>affected stakeholders across the different value<br>chain activities.<br>Assessment of Nokia’s actual or potential, positive<br>or negative impacts across different time horizons<br>and the value chain. The initial assessment was<br>conducted by Nokia’s subject matter experts and<br>further validated by selected external stakeholders.<br>Comprehensive assessment of Nokia’s<br>sustainability- related risks and opportunities and<br>their financial implications using prior workshops,<br>operational insights, stakeholder interviews and<br>internal reporting as input.<br>Engagement with Nokia’s leadership for validating<br>the materiality assessment findings. Final results<br>were reviewed and approved by the Steering<br>Committee of ESG Financial Reporting. Nokia’s<br>Audit Committee was informed of the results.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>102 Nokia in 2025 | |
| --- | |
| 1<br>Value chain mapping<br>Nokia developed an aligned overview of Nokia’s value chain, which<br>consists of its key activities and business relationships, the<br>context in which these take place, and an understanding of its key<br>affected stakeholders. Based on this information, Nokia mapped<br>out the value chain, geographical locations and the potentially<br>affected stakeholders across the different value chain activities.<br>The outcome was validated with key internal stakeholders. The<br>key components of our value chain are presented in the section<br> ‘Strategy, Business model and value chain’.<br>2<br>Impact assessment<br>Nokia assessed its actual or potential, and positive or negative<br>impacts on people and environment over the short-term,<br>medium-term and long-term across its value chain. The nature<br>of these impacts was then described and categorized according<br>to relevant ESRS topics.<br>The identified impacts were scored based on the impact<br>materiality scoring methodology. The impact score comprises<br>two elements: severity and likelihood. Severity is further defined<br>by scale, scope, and irremediability. For actual negative impacts,<br>materiality was assessed based on the severity of the impact.<br>For potential negative impacts, both severity and likelihood<br>were considered. When scoring potential negative human rights<br>impacts, severity took precedence over likelihood. For actual<br>positive impacts, materiality was based on the scale and scope<br>of the impact for actual impacts, while for potential positive<br>impacts, scale, scope and likelihood were considered.<br>Nokia’s subject matter experts identified, documented, scored,<br>reviewed and validated the impacts. Information on Nokia’s<br>impacts was gathered from various sources including through<br>existing and new stakeholder engagement initiatives, research<br>programs, due diligence processes and reporting. Impacts were<br>identified on the defined value chain map level and linked to the<br>relevant geographical area. The focus was on value chain areas<br>where impacts are deemed likely to arise.<br>Furthermore, ten external stakeholders, including business<br>partners, investors, and NGOs, were interviewed to understand<br>their perspectives on material ESRS topics and validate findings.<br>The external interviews were conducted by Nokia’s partner<br>company. The impacts, risks and opportunities identified by<br>external stakeholders were taken into account in the impact<br>identification and cross-checked against Nokia’s impact scoring.<br>Any significant deviations were assessed, and adjustments were<br>made, when needed.<br>3<br>Financial assessment<br>Nokia assessed its actual or potential financial implications,<br>including risks and opportunities, over the short-term, medium-term and long-term. Risks and opportunities were identified<br>based on prior workshops, issues discovered in day-to-day<br>operations and business interactions, desktop analysis, internal<br>risk reporting, impact assessment, stakeholder interviews, and<br>previous assessments, such as the climate-related scenario<br>analysis conducted in line with the Task Force on Climate-Related Financial Disclosure framework (refer to ‘Climate<br>change (ESRS E1)’ section for further information). These<br>assessments considered factors across the value chain that<br>could impact Nokia’s business and financial performance.<br>The identified risks and opportunities were further assessed,<br>validated and scored by Nokia’s subject matter experts. The<br>requirement about the inter-relation between impact and<br>financial materiality was considered in the assessments, and<br>identified impacts, risks and opportunities were cross-referenced. Any differences between these two were validated<br>to ensure the completeness of the materiality assessment. The<br>financial effects or risks arising from actions to address<br>sustainability matters were also considered during the<br>assessments. Each risk and opportunity was linked to the<br>relevant geographical area, though many risks and<br>opportunities are global, or linked to several countries.<br>The identified risks and opportunities were scored based on the<br>likelihood of occurrence and the estimated magnitude of<br>potential financial effect.<br>4<br>Material topics determination and validation<br>The identified impacts, risks and opportunities were scored on a<br>scale from 0 to 4. In the material topics determination phase,<br>Nokia assessed and defined the following materiality<br>thresholds: 3.7 for impact materiality and 3.0 for financial<br>materiality. Impacts, risks, and opportunities exceeding the<br>thresholds are considered to be material to Nokia, and<br>therefore they determine the reporting scope of this<br>Sustainability Statement.<br>Nokia’s leaders were interviewed and engaged in validating the<br>findings and materiality of environmental, social and<br>governance topics. The re-evaluation of the double materiality<br>assessment and the final results were reviewed and approved<br>by the Steering Committee established to steer ESG Financial<br>Reporting, including CSRD reporting. The Audit Committee of<br>the Board was informed about the re-evaluation results.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>103 Nokia in 2025 | |
| --- | |
| Additional topical considerations<br>Environment<br>Nokia’s Environmental Management System and environmental<br>data and climate-related scenario analysis conducted in line with<br>the Task Force on Climate-Related Financial Disclosure<br>framework were utilized as a basis to identify, assess and score<br>environmental related impacts, risks and opportunities. More<br>information regarding climate and resource use and circular<br>economy is provided in the sections ‘Climate change (ESRS E1)’<br>and ‘Resource use and circular economy (ESRS E5)’.<br>When identifying actual or potential pollution (ESRS E2), water<br>and marine resources (ESRS E3) and biodiversity (ESRS E4)<br>impacts, risks and opportunities, Nokia assessed its own<br>operations, upstream and downstream activities. This<br>assessment covered, among others:<br> ▪ Nokia’s own facilities, other than GHG emission and water<br>consumption data collected annually<br> ▪ Substances used in Nokia’s products and packaging<br> ▪ Sector specific analysis on materiality, and impacts of<br>commodities on biodiversity<br> ▪ Protection of Nokia’s forest areas in Finland<br>To the best of Nokia’s knowledge at the time of the re-evaluation of the double materiality assessment, negative<br>impacts were identified but none of the impacts, risks or<br>opportunities met the materiality thresholds. Nokia’s climate<br>change mitigation and resource use minimization actions<br>indirectly contribute to prevent changes in ecosystems.<br>Workers in the value chain (S2)<br>Nokia’s impacts, risks and opportunities connected to workers<br>in the value chain were identified and updated on the basis of<br>supplier assessments and audits that Nokia conducts each year,<br>as well as on the basis of discussions in industry fora, through<br>stakeholder inquiries and supplier workshops and webinars.<br>Findings related to working time, wages, health and safety and<br>forced labor risk were the most frequent findings in Nokia’s<br>supplier audits in 2025. The information gathered through this<br>process was used for the identification and scoring of material<br>impacts, risks and opportunities related to workers in Nokia’s<br>value chain. Please refer to section ‘Workers in the value chain<br>(ESRS S2)’ for further information.<br>Business conduct (G1)<br>For business conduct matters, Nokia’s impacts, risks and<br>opportunities are identified on the basis of ongoing reviews of<br>risks presented both internally, including business go-to-market<br>strategies, and externally, including regulatory changes. Nokia<br>addresses these risks and opportunities, along with possible<br>impacts, through a multi-pronged approach that includes<br>Nokia’s Code of Conduct, a corporate culture of integrity, which<br>is supported by its comprehensive compliance training and<br>communication programs, the annual mandatory “Ethical<br>Business Training” course, effective controls, and well-defined<br>processes. Refer to ‘Business conduct (ESRS G1)’ for further<br>information.<br>Key judgments and assumptions<br>Determining material topics required judgments and<br>assumptions with respect to scoring identified impacts, risks<br>and opportunities, as well as setting materiality thresholds for<br>impact and financial materiality.<br>Sources of estimation uncertainty<br>Estimates were necessary where primary data was not available.<br>They are based on prior experience, industry benchmarks,<br>desktop analysis and stakeholder feedback. Forward-looking<br>assumptions are required for risks and opportunities, as well as<br>potential impacts.<br>Materiality assessment conclusions could change if regulatory<br>requirements and timelines change in key markets. Improved<br>value chain disclosures may reduce reliance on estimates.<br>Certain assessments are sensitive to geopolitical developments.<br>Changes compared to the previous materiality<br>assessment<br>The double materiality assessment was conducted for the first<br>time during reporting year 2024, in accordance with the<br>framework provided by the Corporate Sustainability Reporting<br>Directive and the related European Sustainability Reporting<br>Standards - at the time only available in draft form. The re-evaluation in 2025 focused on the impacts, risks and<br>opportunities affected by the identified changes since the<br>previous Double Materiality Assessment. The updated Double<br>Materiality Assessment includes new material impacts, risks and<br>opportunities identified related to climate adaptation, secure<br>employment, privacy and freedom of expression. The positive<br>impact of working time on own workforce is no longer<br>considered to be material. These updates reflect some of the<br>identified changes in Nokia’s operations, business and business<br>environment. The acquisition of the US-headquartered<br>company Infinera in 2025 and the divestment of a portion of<br>Nokia’s business, namely Alcatel Submarine Networks SA, at the<br>end of 2024 were taken into account in the materiality re-assessment exercise, but these changes did not have an impact<br>on the outcome of the materiality assessment.<br>Integration into Nokia’s Enterprise Risk<br>Management<br>Sustainability-related risks and opportunities are embedded<br>into Nokia’s Enterprise Risk Management framework and risk<br>taxonomy. The purpose of Nokia’s Enterprise Risk Management<br>is to ensure that a systematic risk and opportunity identification<br>and analysis is embedded into financial planning, strategy<br>creation, operative business management and key decision<br>making.<br>Under its Enterprise Risk Management framework, Nokia<br>considers event likelihood, financial impacts and rates the<br>effectiveness of risk and opportunity response actions. The<br>significance of individual risk factors is evaluated against six<br>different dimensions - the degree of impact to people and<br>environment, compliance, reputation, financials, operations and<br>strategy. The rating scales used in the double materiality<br>assessment process align with the ones under the ERM approach.<br>Furthermore, we have ensured that the conclusions regarding<br>material impacts, risks, and opportunities reached under the<br>double materiality assessment are consistent with those of the<br>ERM reporting.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>104 Nokia in 2025 | |
| --- | |
| Material impacts, risks and opportunities identified in the double materiality assessment<br>Nokia’s material topics and their associated sub-topics and sub-sub-topics are detailed in the table below, providing a comprehensive view of Nokia’s materiality landscape. Material topics and their<br>interaction with Nokia’s strategy and business model are described in the section ‘Material topics and their interaction with Nokia’s strategy and business model’.<br>E1 Climate change mitigation Positive impact Substantial contribution to climate change mitigation through development of energy and resource efficient<br>products and technologies<br>Downstream<br>Climate change mitigation Negative impact Greenhouse gas emissions in Nokia’s own operations and value chain causing adverse impact on climate Own operations, Upstream<br>and Downstream<br>Climate change mitigation Opportunity Nokia’s solutions and innovations in software, hardware and services, enabling other industries to transition to a low-carbon economy, potentially driving revenue growth and opening new revenue streams through new customer<br>segments and markets<br>Downstream<br>Energy Negative impact Use of high carbon intensity energy sources in connection with usage of Nokia’s products in the customer networks,<br>contributing to negative impact on climate<br>Downstream<br>Climate change adaptation Opportunity Connectivity solutions and climate technologies to support customers and societies in adapting to climate change<br>and coping with the related impacts. Business resilience against adverse impacts of climate change, including<br>network design that is resilient to extreme weather events.<br>Own operations, Upstream<br>and Downstream<br>E5 Resource inflows,<br>including resource use<br>Positive impact Secondary use of Nokia’s products and use of secondary materials in Nokia’s products preventing generation of<br>waste, contributing positively to material availability and land use<br>Upstream<br>Resource inflows,<br>including resource use<br>Negative impact High use of primary raw materials in Nokia hardware components, where mining and melting of virgin materials has<br>significant negative environmental impacts, including waste<br>Upstream<br>Resource inflows,<br>including resource use<br>Risk Nokia hardware products are dependent on various minerals and other virgin substances. If global consumption<br>continues to grow, it may lead to material scarcity, likely resulting in increased prices.<br>Own Operations and<br>Upstream<br>Resource outflows related<br>to products and services<br>Positive impact Applying circular design and business principles increases the recyclability of Nokia’s products which further enables<br>recycling of the products and the raw materials contained in them<br>Own operations, Upstream<br>and Downstream<br>Resource outflows related<br>to products and services, Waste<br>Negative impact Nokia sells to its customers a significant amount of hardware products which, at the end of their lifecycle, will<br>become electronic waste, unless handled and recycled appropriately<br>Downstream<br>Waste Positive impact Reduction or prevention of waste generation in Nokia’s own operations and value chain, including appropriate<br>handling and recycling of its products, contributes positively to material availability and land use<br>Own operations, Upstream<br>and Downstream<br>S1 Working conditions:<br>Secure employment<br>Positive impact Nokia’s innovative approach to staff development and talent attraction has enabled it to act resiliently in the<br>markets, and renew itself in ways that positively impacts own workforce<br>Own operations<br>Working conditions:<br>Secure employment<br>Negative impact Restructurings and organizational changes negatively impacting stability and job security Own operations<br>Working conditions:<br>Work-Life Balance<br>Positive impact Nokia offers global paid family-related leave which often exceeds local regulations, to align with defined internal<br>best practices<br>Own operations<br>Working conditions:<br>Adequate wages<br>Risk Increases in wages, or changes in the related practices/regulations, resulting in increases in Nokia’s personnel<br>related costs<br>Own operations<br>Equal treatment and opportunities for<br>all: Gender equality and equal pay for<br>work of equal value<br>Positive impact Nokia has adopted gender equality and equal pay principles for own employees Own operations<br>Equal treatment and opportunities for<br>all: Training and skills development of<br>own workforce<br>Positive impact Nokia offers extensive training and skills development opportunities to its own workforce regarding knowledge and<br>competence development as an essential element of its business strategy, which allows employees to maintain and<br>enhance their skills<br>Own operations<br>Material sub-topics/sub-sub-topics<br>Type of impact,<br> risk or opportunity Material impact, risk, or opportunity<br>Concentration of impact, risk and<br>opportunity in the value chain<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>105 Nokia in 2025 | |
| --- | |
| S1 Equal treatment and opportunities for<br>all: Training and skills development of<br>own workforce, Working conditions:<br>Secure employment, Adequate wages<br>Risk Inability to attract, develop and retain a future-fit workforce with the right skill set and in the right locations, in a<br>competitive job market, in a rapidly changing technological environment or during business transformation<br>Own operations<br>Other work-related rights: Privacy Risk The volume of and changes in global privacy laws, together with the proliferation of AI-related workforce solutions,<br>and increasing cyber threats, exacerbates the risk of Nokia falling short of compliance requirements leading to<br>negative financial, reputational and regulatory consequences<br>Own operations<br>S2 Working conditions:<br>Working time<br>Negative impact Suppliers’ employees in supplier manufacturing facilities or customer services sites may be exposed to excessive or<br>non-voluntary overtime, continuous work without day off during peak manufacturing times, or projects with short<br>execution time<br>Upstream and downstream<br>Working conditions:<br>Adequate wages<br>Negative impact Suppliers’ employees in supplier manufacturing facilities or customer services sites may be exposed to receiving<br>insufficient wages, deductions from their wages, not receiving correct full and final settlement when terminating<br>employment, or working under false apprenticeship schemes<br>Upstream<br>Working conditions:<br>Health and Safety (H&S)<br>Negative impact Nokia business activities associated with the installation of network equipment and support services, site acquisition<br>and permitting may include health and safety threats related to working at height, road safety, electrical safety,<br>underground assets, street works and working in high or extreme risk countries/regions<br>Upstream and downstream<br>Other work related rights:<br>Forced labour<br>Negative impact Suppliers’ employees may be exposed to forced labor, including having to work without a valid employment contract,<br>exposure to recruitment fees being collected as part of recruitment channels, casual labor entering Nokia’s services<br>supply chain, with risks being particularly higher in deeper supply chain tiers and in the services supply chain where<br>the execution of lower-skill profile, last-mile tasks may occur, especially in remote areas<br>Upstream<br>S3 Communities’ civil and political rights:<br>Freedom of expression and access to<br>information<br>Positive impact Enabling freedom of expression through connectivity and providing social impact programs to help develop digital<br>skills provide the means for communities to fully participate in today’s digital society. This includes greater<br>opportunity to share opinions, enjoy their civil rights such as voting, and access diverse information and public<br>services more easily which further promotes informed decision-making.<br>Downstream<br>Communities’ civil and political rights:<br>Freedom of expression<br>Negative impact,<br>Risk<br>Misuse of Nokia technology to violate human rights, such as overly broad restrictions on freedom of expression and<br>unlawful, excessive, or arbitrary surveillance. We also recognize that human rights may sometimes be in tension with<br>each other, such as actions taken to protect public safety, territorial integrity, and personal security, creating risks to<br>freedom of expression and privacy. This can have a potential negative impact on affected communities, as well as<br>cause potential reputational or financial consequences.<br>Downstream<br>S4 Information-related impacts for<br>consumers and/or end-users:<br>Access to (quality) information<br>Positive impact Nokia’s technology enables connectivity, and the resulting positive impact related to access to information,<br>exchange of ideas and opportunity for economic development<br>Downstream<br>Information-related impacts for<br>consumers and/or end-users:<br>Freedom of expression<br>Positive impact Enabling freedom of expression through connectivity allows consumers and end-users to share opinions, access<br>diverse information and public services which further promotes informed decision-making<br>Downstream<br>Information-related impacts for<br>consumers and/or end-users: Freedom<br>of expression<br>Negative impact,<br>Risk<br>Misuse of Nokia technology can lead to violations of human rights, such as overly broad restrictions on freedom of<br>expression and unlawful, excessive, or arbitrary surveillance. Nokia recognizes that human rights may sometimes be<br>in tension with each other, such as in situations when actions taken to protect public safety, territorial integrity and<br>personal security create risks to freedom of expression and privacy. This can have a potential negative impact on<br>end-users, as well as cause potential reputational or financial consequences.<br>Downstream<br>Information-related impacts for<br>consumers and/or end-users: Privacy<br>Negative impact The proliferation in cyber threats increases the risk that consumer / end-user data in Nokia-provided networks is<br>compromised, resulting in exfiltration by malicious threat actors, who may use the data in significantly impactful<br>ways. The risk of harm is in correlation to the nature of the data which may be processed by any specific enterprise<br>sector.<br>Downstream<br>Information-related impacts for<br>consumers and/or end-users: Privacy<br>Risk The volume of, and changes in, global privacy laws, together with the proliferation of AI-related risks and increasing<br>cyber threats, exacerbate the risk of Nokia falling short of compliance requirements, leading to negative financial,<br>reputational and regulatory consequences<br>Downstream<br>Material sub-topics/sub-sub-topics<br>Type of impact,<br> risk or opportunity Material impact, risk, or opportunity<br>Concentration of impact, risk and<br>opportunity in the value chain<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>106 Nokia in 2025 | |
| --- | |
| G1 Corporate culture Risk Breach of Nokia’s Code of Conduct or the law in regard to compliance areas leading to negative financial or<br>reputational consequences<br>Own operations, Upstream<br>and Downstream<br>Corporate culture Opportunity Nokia is consistently recognized as one of the World’s Most Ethical Companies® by Ethisphere. Nokia’s strong ethical<br>corporate culture provides a foundation to engage in business ethically and legally.<br>Own operations, Upstream<br>and Downstream<br>Corporate culture Positive impact A corporate culture prioritizing sustainability can lead to responsible and sustainable decision-making throughout<br>the value chain<br>Own operations<br>Management of relationship with<br>suppliers including payment practices<br>Opportunity Building trusted relationships and long-term partnerships with suppliers who share Nokia’s culture of ethics<br>and compliance<br>Upstream<br>Corruption and bribery:<br>Prevention and detection of bribery<br>Opportunity Nokia is consistently recognized as one of the World’s Most Ethical Companies® by Ethisphere, which in part,<br>reviews Nokia’s anti-corruption program. Nokia’s strong ethical corporate culture provides a foundation to<br>engage in business ethically and legally.<br>Own operations, Upstream<br>and Downstream<br>Material sub-topics/sub-sub-topics<br>Type of impact,<br> risk or opportunity Material impact, risk, or opportunity<br>Concentration of impact, risk and<br>opportunity in the value chain<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>107 Nokia in 2025 | |
| --- | |
| Policies adopted to manage material sustainability matters<br>The following table outlines Nokia's global policies and their relationship to the material sustainability topics identified through the double materialiy assessment. It provides an overview of the key policies<br>which cover several interconnected sustainability matters, demonstrating how each policy aligns with, and addresses the relevant sustainability matters. These policies are published on Nokia’s website and<br>are made available to all stakeholders.<br>Nokia policies Scope of the policy Management body Relation to material topics<br>Nokia Code of Conduct Nokia’s Code of Conduct is available in a web-based format in 20 languages. It enforces Nokia’s values and<br>expectations, and unites all Nokia employees behind a common vision.<br> ▪ Outlines standards of ethical behavior for Nokia employees and business partners<br> ▪ Sets out Nokia’s four key principles and 14 key risk areas<br> ▪ Applies to directors, officers, and employees of both Nokia and business entities (such as joint<br>ventures) in which Nokia owns a majority of the shares or exercises control, as well as to employees<br>of Nokia’s wholly-owned affiliates and subsidiaries<br> ▪ Includes underlying principles of business conduct and high-level policy statements related to<br>business topics<br> ▪ Policy documents further define, support, and explain specific policies.<br> ▪ Standard Operating Procedures, where applicable, instruct employees on specific procedures to<br>implement related policies<br>The full set of supporting policies and related procedures for the Code of Conduct’s risk areas are<br>available online to the employees, and are included in annual mandatory training sessions.<br>Nokia’s Board of Directors adopts the Code of Conduct<br>that applies to directors, executives, and employees of<br>Nokia, as well as to employees of Nokia’s subsidiaries and<br>affiliated companies (such as joint ventures) in which<br>Nokia owns a majority of the shares or exercises control.<br>Respective policy/subject matter experts are responsible<br>for ensuring that Nokia’s policies and procedures remain<br>up to date and in accordance with applicable laws and<br>regulations in all countries where Nokia operates.<br>Nokia’s Code of Conduct is applicable to all<br>material topics identified (E1, E5, S1, S2, S3, S4,<br>G1)<br>Environmental policy Nokia’s environmental policy is part of the general management process and environmental<br>considerations are incorporated into relevant business planning, decision making, implementation and<br>tracking activities. The key commitment outlined in the policy is to ensure sound environmental<br>management. Nokia continuously seeks to prevent pollution and to reduce the environmental impacts<br>of its products and services throughout their life cycle.<br>The environmental policy is approved by Nokia’s CEO,<br>while business functions ensure the needed<br>competences, and plan and implement improvement<br>programs with innovative and pragmatic solutions.<br>The environmental policy is applicable to<br>material topics under E1 – Climate change and E5<br> – Resource use and circular economy<br>People framework Nokia’s Global People Framework summarizes the core People principles applicable to everyone at<br>Nokia – including directors, officers and employees, as well as all companies and controlled joint<br>ventures that are part of the Nokia Group. It does not cover external temporary workers and sub-contractors.<br>Within Nokia’s governance model the People Framework is called a “Policy”, which governs all the People<br>processes and practices. The approved regulation for implementing People processes and practices is<br>called a “Standard Operating Procedure (SOP)”.<br>All People SOPs are global by definition, and apply to all Businesses within Nokia.<br>SOPs are developed and maintained by the Chief People<br>Organization. The leader of the appropriate Portfolio for<br>the given service, process or practice is the owner of the<br>respective SOP. The final approver is Nokia’s Chief People<br>Officer or their delegates.<br>All People SOP’s and Guidelines are governed by, and have<br>to be in full alignment with, the People Framework. In case<br>of conflict, the People Framework prevails.<br>The People framework is applicable to material<br>topics under S1 – Own workforce<br>Code of Ethics The Code of Ethics complements Nokia’s Code of Conduct and sets out further expectations for<br>Nokia’s President and Chief Executive Officer, the Chief Financial Officer, the Deputy Chief Financial<br>Officer and the Corporate Controller (the “Officers”).<br>The Code of Ethics is adopted by the Nokia Board of<br>Directors.<br>The Code of Ethics is applicable to material<br>topics in G1 – Business conduct: Corporate<br>culture<br>Human rights policy The policy addresses the impact of Nokia’s products and services on free expression, access to<br>information, exchange of ideas, and economic development. Policies related to other human rights, for<br>example rights related to fair labor practices, modern slavery and human trafficking, and<br>environmental stewardship, are reflected in other Nokia policies.<br>The policy is adopted by the Nokia Board of Directors and<br>approved by Nokia’s CEO.<br>The Human Rights policy is applicable to material<br>topics in S3 – Affected communities and S4 -<br>Consumers and end-users<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>108 Nokia in 2025 | |
| --- | |
| Environmental<br>information<br>This section explains how Nokia<br>manages its environmental footprint<br>through climate and circularity. Nokia’s<br>net‑zero transition plan guides emission<br>reductions, while its circular strategy<br>focuses on resource efficiency and<br>waste reduction – directly lowering<br>embodied emissions and supporting<br>Nokia’s path to net-zero.<br>Climate change (ESRS E1) 110<br>Resource use and circular economy (ESRS E5) 125<br>Disclosure under the European Union<br>Taxonomy Regulation 134<br>Nokia’s key performance indicators in 2025<br>Reduction of total GHG emissions (scopes 1, 2, 3)<br>from a 2019 base year<br>Recycled content in the materials of Nokia<br>equipment mechanical parts<br>-27% 52% for cast aluminum<br>Renewable electricity in Nokia’s own operations Waste circularity rate<br>96% 90%<br>waste from Nokia’s offices, labs, manufacturing,<br>site installation, product take-back and final<br>assembly suppliers<br>Nokia’s key highlights in 2025<br>Created a business-aligned Nokia Circularity Strategy<br>Investments in renewable electricity in own operation and first carbon<br>removals pilot to support net-zero targets<br>Renewed Nokia’s EUR 1.5 billion Revolving Credit Facility which is<br>linked to Nokia’s GHG emission reduction targets<br>Environmental Management System re-certification (ISO 14001)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>109 Nokia in 2025 | |
| --- | |
| Climate change (ESRS E1)<br>Climate change has been a focus for Nokia Group for more than<br>a decade, and as such consistent efforts are made to develop<br>and refine Nokia’s approach to understanding and tackling the<br>risks and opportunities that climate change presents to its<br>business. As part of this approach, Nokia has set a target to<br>reach net-zero greenhouse gas emissions by 2040 across its<br>value chain. This includes decarbonization of Nokia’s own<br>operations, as well as its supply chain, enhancing product<br>energy efficiency to break the energy vs. capacity curve and<br>sustainably support the AI supercycle, and strengthen the<br>Design for Environment process within R&D. Sustainability<br>topics, including decarbonization and the circular transition, are<br>integral to Nokia’s sustainability strategy and are reflected in<br>how Nokia operates as a company and the business decisions<br>that are taken. Research in Nokia Bell Labs also contributes<br>towards these goals.<br>Material impacts, risks and<br>opportunities related to climate<br>change and energy<br>The materiality assessment reflected that climate change<br>mitigation, climate change adaptation and energy are material<br>sustainability sub-topics for Nokia. The following table<br>describes the material impacts, risks and opportunities, as well<br>as how they are managed.<br>Sub-topic Material impacts, risks and opportunities Management<br>Climate<br>change<br>mitigation<br>Positive impact: Substantial<br>contribution to climate change<br>mitigation through development of<br>energy and resource efficient<br>products and technologies.<br>With 94% of its total scope 1, 2 and 3 GHG emissions resulting from products in use,<br>Nokia invests significantly in research and development to continuously improve the<br>energy efficiency of its products and develop new energy-efficient solutions. As the<br>volume of network traffic rises in a more connected and digitalized world, Nokia works<br>towards separating this growth in traffic from an equivalent growth in energy<br>consumption.<br>Climate<br>change<br>mitigation<br>Negative impact: Greenhouse gas<br>emissions in Nokia’s own operations<br>and value chain causing adverse impact<br>on climate.<br>Nokia manages and tries to minimize this negative impact in same way as it manages the<br>above positive impact.<br>Energy Negative impact: Use of high carbon<br>intensity energy sources in connection<br>with usage of our products in the<br>customer networks contributing to<br>negative impact on climate.<br>Nokia engages with stakeholders to push for grid decarbonization and aims to provide<br>digitalization solutions to support renewables generation and grid transformation in the<br>energy sector. Nokia also works with its value chain members on their journey to<br>transitioning to renewable energy sources, as countries decarbonize their electricity<br>grids.<br>Climate<br>change<br>mitigation<br>Opportunity: Nokia’s solutions and<br>new innovations in software,<br>hardware and services enabling other<br>industries to transition to a low-carbon economy, potentially driving<br>revenue growth, and opening new<br>revenue streams through new<br>customer segments and markets.<br>Nokia aims to proactively address changing customer preference through extensive research<br>and innovation on energy-efficient solutions. Nokia provides low-latency connectivity, new IP<br>routing and optical solutions, sensors, and AI/ML as the basis of the decarbonization through<br>digitalization proposition in its enterprise portfolio.<br>Nokia works with a growing range of enterprise partners to provide solutions which may enable<br>other industries to transition to a low-carbon economy and improve productivity. We<br>collaborate with companies working on a variety of smart technologies, cloud-based<br>technologies and automation.<br>Climate<br>change<br>adaptation<br>Opportunity: Connectivity solutions and<br>climate technologies to support<br>customers and societies in adapting to<br>the climate change and in coping with<br>the related impacts. Business resilience<br>against adverse impacts of climate<br>change, including network design that is<br>resilient to extreme weather events.<br>Nokia believes that connectivity plays a critical role in disaster and disruption recovery<br>caused by extreme weather events. Nokia innovates and develops new climate-related<br>solutions and technologies to support customers and societies in coping with the impacts<br>of climate change and in adapting to the climate change.<br>Nokia aims to ensure business resilience against adverse impacts of climate change by<br>designing networks that are resilient to extreme weather events and conditions. Extreme<br>weather conditions such as heat, cold and moisture are taken into account in the<br>development and testing of Nokia’s products.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>110 Nokia in 2025 | |
| --- | |
| Nokia’s approach to determining material impacts, risks and<br>opportunities is described under the section ‘General<br>information’.<br>Additionally, when identifying, assessing and scoring climate-related impacts, risks and opportunities, information and data<br>from Nokia’s Environmental Management System, climate-related scenario analysis and GHG emissions reporting was<br>used.<br>For environmental topics, Nokia has a ISO 14001 certified<br>Environmental Management System in place to identify<br>environmental aspects and impacts and related risks and<br>opportunities, which are reviewed annually. This process covers<br>all business activities. Environmental aspects are assessed<br>based on their direct environmental impact, related applicable<br>regulation, frequency and stakeholder interest. The aspects<br>exceeding the threshold score set by Nokia are considered as<br>significant, and specific management process, targets and<br>responsible contributors are defined. The annual review process<br>takes into account changes in the business scope, new<br>products, geographies, and regulatory and stakeholder<br>development.The identified environmental aspects were aligned<br>with the impacts, risks and opportunities based on the double<br>materiality assessment.<br>GHG emissions data (including the scopes 1, 2 and 3) was used<br>as the basis for identifying Nokia’s direct and indirect impacts<br>on climate change, as well as when scoring scale and scope of<br>the identified impacts.<br>Climate scenario and resilience<br>assessment<br>The climate resilience analysis (based on the Task Force on<br>Climate-Related Financial Disclosure framework) and the related<br>risks, opportunities and scenario assessment were completed in<br>March 2024. These analyses were further reviewed as part of<br>the double materiality re-evaluation in 2025. A new emerging<br>material opportunity was identified regarding climate<br>adaptation, but no other significant changes were identified<br>compared to the previous climate scenario and resilience<br>assessment.<br>When preparing the climate scenario analysis, the following<br>short-term, medium-term, and long-term planning horizons<br>were applied in the context of climate change:<br> ▪ Short-term: until 2026 (initially up to 3 years). This mirrors<br>Nokia’s financial planning horizon.<br> ▪ Medium-term: until 2030, which is the timeline Nokia uses in<br>the context of strategic planning, reflecting the timeline of<br>Nokia’s current key science-based climate target (SBT) of<br>50% reduction in its total GHG emissions by 2030 (baseline<br>of 2019).<br> ▪ Long-term: until 2050, which reflects the common ambition<br>level for net-zero emissions across the value chain by no<br>later than 2050, as envisaged in the Paris Agreement.<br>Additionally, Nokia’s climate transition plan, including the<br>risks and opportunities related to this plan, considers the<br>2040 horizon, in line with Nokia’s net-zero target.<br>Physical risks<br>In the process of identifying and assessing climate-change-related physical risks, the SSP3-7.0 scenario was used primarily,<br>being the likely worst-case scenario based on the IPCC Sixth<br>Assessment Report, considering the climate actions already<br>taken to limit global warming. This scenario projects global<br>average temperatures to increase by 3.6°C above pre-industrial<br>levels by the end of the century. Climate-driven physical risks<br>considered in the assessment include extreme heat, heavy rain<br>and snow fall, floods, drought, wildfires, severe storms and<br>tropical cyclones, sea level rise, water scarcity and air pollution.<br>The scoping for risk assessment and scenario-building related<br>to physical climate risks was based on relevant risk areas and<br>value chain elements which could potentially expose Nokia to<br>material risk. Nokia’s outdoor products and services were<br>assessed to determine how sensitive those may be to physical<br>climate change risks. The assessment was scoped to own<br>operations in critical locations. In the supply chain assessment,<br>a sample of critical suppliers was selected to study their<br>external disclosures related to climate change and risks they<br>have identified. Further, the business implications of the<br>identified risks and the risk response actions taken with respect<br>to the relevant risks were explored.<br>The scenario analysis showed that Nokia’s operations and<br>assets are most exposed to extreme heat, heavy rain and pluvial<br>flood. So far, no material business disruptions from climate<br>change related physical risks occurred. By 2050, the weather<br>extremes are expected to increase in frequency and intensity,<br>but financial impacts related to those are expected to remain<br>modest for Nokia, and no physical climate risks were identified<br>as material in the double materiality assessment.<br>Transition risks and opportunities<br>The process of identifying and assessing climate change-related<br>transition risks and opportunities was based primarily on the<br>SSP1-1.9 scenario. This is the only scenario that meets the Paris<br>Agreement’s goal of keeping global warming to around 1.5°C<br>above pre-industrial temperatures.<br>The scope of the assessment was based on Nokia’s GHG<br>emissions footprint and key sectors (energy, transportation,<br>building, industry/supply) impacting Nokia operations or its<br>carbon footprint, with the assumption that these are the<br>elements where transitional risks and opportunities may<br>potentially lead to a material impact. The scoping and<br>assumptions of the regulatory compliance landscape are based<br>on the European Union’s climate change actions and related<br>regulations, currently widely considered to be among the<br>strictest and most forward-leaning climate and sustainability<br>regulations in the world.<br>The assessment was done on a qualitative basis. For identifying<br>key risks and opportunities, the assessment considered the<br>shifts needed to limit warming to 1.5°C based on external<br>evaluations and on Nokia’s own current understanding of the<br>upcoming regulations impacting the company or its value chain.<br>The worst-case SSP3-7.0 scenario was also taken into<br>consideration, i.e. whether any other potentially material risks<br>or opportunities were omitted using the lower emission<br>scenarios.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>111 Nokia in 2025 | |
| --- | |
| The key assumptions used in the scenario assessment were the<br>following:<br> ▪ The digitalization of industries is a key enabler in the<br>transition to a lower carbon economy<br> ▪ Global electricity consumption increases with new<br>technologies<br> ▪ Energy grid development is modelled on the IEA’s World<br>Energy Outlook 2023 in the net-zero Roadmap<br> ▪ Energy efficiency is an essential component for a low-carbon<br>path and ensuring adequacy of electricity<br> ▪ The cost of carbon-intensive inputs, such as energy and raw<br>materials, increases<br> ▪ Customer specific-emission factors are taken into account<br>in addition to global energy grid development, in order to<br>obtain more accurate data on emissions from the use of<br>sold products; this approach is based on the assumption<br>that Nokia’s customers have set net-zero targets and are<br>transitioning to renewable energy sources faster than the<br>global grid is decarbonized<br>The assessment was conducted from four perspectives: shifts<br>in technology, customer requirements, supply challenges or<br>opportunities, and changes in rules and regulations potentially<br>directly impacting Nokia’s own operations and assets.<br>The assessment resulted in the conclusion that energy<br>efficiency is an essential component of the low-carbon path,<br>regardless of the scenario chosen. Increased costs of carbon-intensive inputs, such as energy and raw materials, are likely to<br>drive companies towards find savings and improvements in<br>power consumption and operational efficiency. This is a<br>significant opportunity for Nokia, as digitalization and advanced<br>connectivity can support decarbonization and resource<br>efficiency. Furthermore, the energy efficiency of Nokia’s<br>products and innovations in silicon, software, hardware and<br>services may have a significant impact on its product<br>competitiveness, and may help capture new opportunities in the<br>emerging AI supercycle. The continuing, and potentially broader,<br>need for trusted, secure and AI-powered connectivity to<br>support customers and societies in adapting to climate change<br>and coping with its related impacts could result in the opening<br>of new business opportunities, customer segments and<br>markets. Based on these considerations, climate change<br>mitigation and adaptation were assessed from the perspective<br>of developing opportunities for Nokia, deemed material<br>following the double materiality assessment.<br>Additionally, transition risks and opportunities which did not<br>reach the materiality threshold were also identified, and they<br>were not deemed material following the double materiality<br>assessment. Transition to a low-carbon economy may increase<br>the costs of energy and raw materials for our supply chain,<br>which could cause cost pressures for Nokia and its customers.<br>Additionally, corporate emissions reporting requirements,<br>strengthened and expanded carbon pricing mechanisms,<br>fragmentation of such frameworks, and increased likelihood of<br>related compliance risks may all increase costs. The<br>competitiveness of Nokia’s products and solutions in the<br>transition to lower-carbon networks, including product energy<br>efficiency, represents both a risk and an opportunity for Nokia.<br>Further, transition opportunities related to the increased<br>availability of renewable energy and the development of<br>adaptive capacity to respond to climate change were identified.<br>In the climate scenario assessment, material availability,<br>resource use and circular practices related risks and<br>opportunities were identified. These are discussed in the<br> ‘Resource use and circular economy’ (ESRS E5) section.<br>Resilience<br>Nokia invests significantly in research and development to<br>continuously improve the energy efficiency of its products,<br>develop new energy efficient solutions and design networks<br>that are resilient to extreme weather events and conditions.<br>As Nokia further develops the robust and sustainable supply<br>chain that can best serve its customers, maintaining focus on<br>resilience is critical. Nokia continuously optimize its<br>manufacturing, distribution and supplier networks across the<br>regions in which it operates, for purposes of better serving<br>customers. Nokia also leverages artificial intelligence and<br>machine learning capabilities to better develop its supply chain<br>and factory network.<br>As reflected in the material opportunities identified, the need<br>for connectivity is obvious and hence Nokia’s purpose and<br>strategy remain intact, regardless of the scenario pathway<br>chosen. Nokia considers that information and communication<br>technology and systems are essential to building resilience and<br>coping with climate change. Digitalization and enhanced<br>connectivity can transform the way people communicate, work<br>and live their daily lives. Nokia’s technology has the potential to<br>enable industries and cities to digitalize and automate, driving<br>efficiency and productivity gains, while facilitating potential<br>reductions in emissions and in the use of resources.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>112 Nokia in 2025 | |
| --- | |
| Policies<br>Nokia has policies and procedures in place to manage its<br>material impacts, risks, and opportunities related to climate<br>change and energy. Nokia tries to prevent environmental<br>pollution along its value chain, as outlined in its Environmental<br>policy and its Code of Conduct. Nokia is committed to reducing<br>GHG emissions across the value chain, in line with its GHG<br>emissions reduction targets.<br>Environmental management and ongoing environmental<br>performance are governed by the certified ISO 14001<br>Environmental Management System. This ensures a holistic and<br>structured approach in managing Nokia’s material<br>environmental matters. In 2025, Environmental Management<br>Systems covered 47% of Nokia’s sites and 87% of employees.<br>Nokia Group’s Head of Environment is the owner of the<br>Environmental policy and oversees Nokia’s environmental<br>programs. The implementation of the policy and its<br>management system is the responsibility of each business<br>function. The Environmental policy is publicly available, and<br>Nokia follows a proactive and open communication approach<br>with relevant stakeholders. Refer to the section General<br>information, ‘Policies adopted to manage material sustainability<br>matters’ for further information regarding the Nokia policies.<br>Product development and Design for<br>Environment<br>Nokia’s environmental goals and activities are aimed at applying<br>product life cycle thinking for purposes of minimizing<br>environmental impacts as early as possible in the product<br>design and development process. This creates opportunities to<br>improve the environmental performance of the products,<br>including energy efficiency.<br>Nokia’s Design for Environment guideline addresses regulatory,<br>customer, and Nokia requirements for designers to make<br>choices in line with the company’s policy and goals for<br>environment. The development of these guidelines takes into<br>account results from product Life Cycle Assessments. Nokia<br>employs Life Cycle Assessments as an important tool in<br>evaluating the potential environmental impacts of a product<br>throughout its life cycle stages.<br>Supplier requirements<br>Nokia expect its suppliers to adhere to its Third-Party Code of<br>Conduct and provides them with its supplier requirements,<br>including the Responsible Business Alliance (RBA) Code of<br>Conduct and Nokia-specific sustainability requirements. The<br>Responsible Business Alliance Code of Conduct includes<br>environmental-related requirements, covering Environmental<br>Permits and Reporting, Pollution Prevention and Resource<br>Conservation, Hazardous Substances, Solid Waste, Air<br>Emissions, Materials Restrictions, Water Management, as well as<br>Energy Consumption and Greenhouse Gas Emissions.<br>On top of this industry standard, several Nokia-specific<br>requirements in the area of environment management were<br>introduced towards suppliers. Nokia requires its hardware<br>suppliers for product materials and final assembly suppliers to<br>have a documented Environmental Management System which<br>shall satisfy the requirements of ISO14001 or other<br>internationally recognized standards.<br>Environmental requirements and guidelines for Nokia products,<br>which describe all designs, products, parts, modules,<br>components and packaging materials, were also implemented.<br>That document also lists the most significant global<br>environmental regulations.<br>Suppliers are contractually obliged to consider environmental<br>aspects in all phases of product development, using, for<br>example, specific Design for Environment methods or<br>checklists. Suppliers are contractually required to comply with<br>Nokia product environmental requirements, such as the Nokia<br>Substance List. Choices made during these product<br>development phases must reduce or eliminate negative<br>environmental impacts as much as, and whenever, possible. As<br>an example, all reasonable attempts shall be made to improve<br>energy efficiency of a product and to promote recycling.<br>Transition plan and actions related to<br>climate change policies<br>Nokia has set a target to reduce its total global greenhouse gas<br>emissions (GHG) to net zero across the value chain by 2040,<br>which is ten years ahead of the Paris Agreement target of net-zero by 2050. The Net-Zero target was approved by the Science<br>Based Targets Initiative (SBTi) in January 2025.<br>Nokia has defined a net-zero pathway that will help it reduce<br>emissions across its value chain. Nokia’s GHG emissions and the<br>estimated decarbonization levers to achieve its 2030 and 2040<br>targets fall into three main categories:<br> ▪ Own operations, including energy use in facilities and fleet,<br>which contribute to scope 1 and 2 emissions<br> ▪ Upstream activities, including purchased goods and services,<br>capital goods, logistics and business travel, which contribute<br>to scope 3 emissions category 1, 2, 4 and 6<br> ▪ Downstream activities, including the use phase of Nokia<br>products and solutions, which contribute to scope 3<br>emissions category 11<br>Additionally, electricity grid decarbonization has a significant<br>impact on the reduction of Nokia’s GHG emissions. The net-zero<br>pathway also requires governance, monitoring and reporting<br>actions.<br>The commitment to net-zero by 2040 was approved by the<br>Nokia Group Leadership team and the Board of Directors was<br>informed about the commitment.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>113 Nokia in 2025 | |
| --- | |
| The main decarbonization levers and examples of key actions taken and planned in the net-zero pathway are described and illustrated below.<br>2025 2030 2040<br>Decarbonization levers<br>Targets:<br>RE100 (scope 2 facilities)<br>80% reduction scope 1-2<br>Targets:<br>90% reduction scope 1-2<br>SBT: 50% reduction scope 1-2-3<br>Targets:<br>SBT Net-Zero by 2040 (scope 1-2-3)<br>Own operations: Facilities and fleet (scope 1-2) Targeted 100% renewable electricity (RE100) 100% electrification of car fleet Neutralize residual emissions<br>Upstream: Embodied<br>(scope 3, cat 1 and 2)<br>Engage key suppliers to plan and track<br>decarbonization, circular products & services<br>100% decarbonization for final assembly suppliers,<br>50% for other key suppliers<br>Circular and low-carbon materials product design<br>Upstream: Logistics and business air travel<br>(scope 3, cat 4 and 6)<br>Optimizing transportation modes to minimize<br>emissions<br>Bio-fuel blend agreements for logistics Significant reduction in air freight emissions<br>Downstream: Product use phase<br>(scope 3, cat 11)<br>Engage with customers to ensure wide uptake of<br>renewables<br>Development of the product portfolio for energy<br>efficiency gains<br>Develop decarbonized site energy solutions. Secure<br>investments in long-term research and disruption<br>Electricity grid<br>(scope 3, cat 1 and 11)<br>Climate dialogue with stakeholders Value chain dialogue and customer specific factors.<br>Grid decarbonization leading to GHG emission<br>reductions(1)<br>Grid decarbonization leading to further GHG emission<br>reductions(2)<br>Governance, monitoring and reporting Continuous reporting process development including<br>further digitalization of the emissions data<br>Enter carbon market to purchase removals Neutralize residual emissions<br>(1) Assumption: Grid decarbonization leading to 48% smaller emission factor compared to base year 2019 based on IEA WEO2023 – Announced Pledges Scenario.<br>(2) Assumption: Grid decarbonization leading to 82% smaller emission factor compared to base year 2019 based on IEA WEO2023 – Announced Pledges Scenario.<br> ▪ Own operations - Facilities and fleet (scope 1 and 2): Nokia<br>aims for decarbonization in its facilities and car fleet. Nokia<br>achieved 96% renewable electricity across all owned and<br>leased facilities in 2025 and continues its commitment to<br>target 100% renewable electricity in its own facilities. As<br>regards Nokia’s car fleet, the aim is to reach the target for<br>own operations' emissions by continuing to introduce low-emission vehicles and transitioning to 100% electric vehicles<br>by 2030.<br> ▪ Upstream - Embodied (scope 3, categories 1 and 2): Nokia<br>will focus on reducing the embodied emissions of its<br>products, for example by offering circular products, adding<br>recycled material content into new products, and designing<br>products that use less material, while having increased<br>throughput capacity and functionality. At the same time,<br>Nokia collaborates with suppliers on their journey to<br>decarbonizing their own operations.<br> ▪ Upstream - Logistics and business air travel (scope 3,<br>categories 4 and 6): Nokia’s action plans include optimizing<br>transportation modes and route planning, use of<br>decarbonized fuels in logistics, and reducing air freight.<br> ▪ Downstream - Product use phase (scope 3, category 11):<br>With 94% of emissions resulting from products in use in our<br>customers’ networks, the greatest efforts remain<br>concentrated on product design and innovation, to reduce<br>the power consumption and improve energy efficiency of<br>products across Nokia’s portfolio.<br> ▪ Electricity grid (scope 3, categories 1 and 11): Nokia is<br>engaging with stakeholders to push for grid decarbonization<br>and provides digitalization solutions to support renewables<br>generation and grid transformation in the energy sector.<br>Nokia also collaborates with its value chain members on their<br>own journey to transitioning to renewable energy sources as<br>countries decarbonize their electricity grids.<br> ▪ Governance, monitoring and reporting - Carbon removals:<br>Credible, permanent carbon removals and storage are<br>expected to be required to neutralize residual emissions to<br>reach net-zero. Nokia has been examining credible solutions<br>for carbon removals to support long-term net-zero targets.<br>This examination has included a pilot to acquire the first<br>carbon removal credits in 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>114 Nokia in 2025 | |
| --- | |
| Locked-in GHG emissions are understood as estimates of future<br>GHG emissions that are likely to be caused by an undertaking’s<br>key assets or products sold within their operating lifetime. As<br>Nokia’s products are electricity-powered, the GHG emissions<br>depend largely on the evolution of the energy system as a whole<br>(see above scope 3, category 11).<br>Nokia Group’s climate strategy, ambition and action plans<br>address energy efficiency and circularity. Nokia’s business<br>groups and functions are incorporating the decarbonization<br>levers and key action plans in their investment and strategy<br>planning processes. The net-zero pathway is integrated into<br>Nokia’s overall product portfolio strategy, with the net-zero<br>modeling targets aligned to these plans.<br>For the expected main decarbonization levers, which include<br>the key actions planned, Nokia has estimated and modelled<br>their quantitative contributions to achieve the GHG emission<br>reduction targets, covering the target years 2030 and 2040.<br>Nokia assesses the progress of its GHG emission reduction<br>targets and actions annually.<br>In 2025, the base year values and other actions in the GHG<br>emissions modeling have been re-calculated to include Infinera.<br>The Infinera acquisition increased the 2019 base values by 3%.<br>Otherwise, the overall modeling including the main<br>decarbonization levers is planned to be updated every second<br>year, with the next update expected in 2026.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>115 Nokia in 2025 | |
| --- | |
| Impact of transition and action plans on<br>financial planning<br>Nokia continues to invest in reducing GHG emissions generated<br>in its own operations, as described in the previous section.<br>These investments are not considered financially material in<br>terms of overall investment.<br>Most of Nokia’s emissions result from sold products, when in<br>use by customers in relation to the energy use. Nokia considers<br>energy efficiency to be one of the key factors in product<br>competitiveness. Hence, the energy efficiency of Nokia’s<br>products and solutions continues to be one of the key areas in<br>its technology development. In 2025, Nokia invested EUR 4 855<br>million in research and development (R&D). Energy efficiency is<br>integrated into overall product development, and costs and<br>investments to improve energy efficiency of the product<br>portfolio are not tracked separately, nor can they be separated<br>as these are an integral part of Nokia’s technology and R&D<br>investments.<br>As stated above, Nokia is examining credible solutions for<br>carbon removal to support long-term net-zero targets. The<br>future financial impact of such solutions depends significantly<br>on technology development, maturity of credible carbon<br>removal markets, and carbon pricing fluctuation between 2025<br>and 2040. Based on net-zero modeling, maximum GHG emission<br>comprising of scope 1, 2 and 3 emissions that is to be<br>compensated in 2040, is 4 million tCO<br>2eq. With the EU<br>Emissions Trading Scheme (ETS) price of EUR 86 per tCO<br>2eq as<br>of 31 December 2025, this amounts to a total of EUR 344<br>million. Based on Nokia’s assessment, potential future<br>investments in carbon removal units are recorded as intangible<br>assets until utilized. Upon utilization of carbon credit units, the<br>corresponding acquisition cost is expected to be expensed and<br>recorded as operating costs.<br>Many of the climate-related risk-response actions are business-as-usual activities. Other climate-related operating expenses, or<br>capital expenditures such as restructurings, write-downs or<br>impairment of assets due to climate change which would<br>potentially have a material impact on financial planning, were<br>not identified. No material risks related to access to capital are<br>foreseen.<br>In 2023, Nokia established a Sustainable Finance Framework<br>that enables the issuance of sustainability-linked financing<br>instruments, and successfully completed an inaugural EUR 500<br>million sustainability-linked bond. The Sustainability<br>Performance Target in the framework is based on Nokia’s<br>science-based target of a reduction of absolute GHG emissions<br>across its value chain (scope 1, 2 and 3), measured in metric<br>tons CO<br>2eq. The bond has a one-time redemption premium at<br>maturity of EUR 4 million, in case Nokia does not meet its<br>commitment to reduce its greenhouse gas emissions across its<br>value chain (scope 1, 2 and 3) by 50% between 2019 and 2030.<br>In 2024, Nokia signed a EUR 250 million loan agreement with<br>the Nordic Investment Bank to co-finance Nokia’s investments<br>in 5G and 6G research and development. These R&D initiatives<br>aim to enhance productivity and drive advances in next-generation mobile networks, which are expected to improve the<br>energy efficiency of next-generation products and reduce their<br>weight, lowering the lifetime carbon footprint of Nokia<br>products.<br>In 2025, Nokia renewed its EUR 1.5 billion Revolving Credit<br>Facility (“RCF”), which continues with a sustainability pricing<br>mechanism linking the cost of the RCF to Nokia’s GHG emission<br>reduction targets. The annual cost of the RCF will increase or<br>decrease, depending on Nokia's progress towards reaching<br>these targets. This RCF has a 5-year validity period, with two<br>one-year extension options. Nokia has had a sustainability-linked RCF since 2019.<br>As Nokia’s taxonomy-eligible economic activities under the<br>climate objectives ‘Climate change mitigation’ or ‘Climate<br>change adaptation’, as defined by the EU taxonomy regulation<br>represent 0% of total revenue, Nokia’s climate transition, action<br>or resource plans described in this section are not relevant to<br>the economic activities and KPIs presented in the section ‘Disclosure under the European Union Taxonomy Regulation’<br>below.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>116 Nokia in 2025 | |
| --- | |
| Progress in implementing the transition plan<br>and actions taken in 2025<br>Nokia’s total GHG emissions were 30 490 080 tCO2eq in 2025.<br>This represents an increase of 17% over the previous year, and<br>a 27% reduction compared to the base year 2019. Both the<br>increase compared to the previous year, as well as the decrease<br>from the base year 2019 were mainly driven by changes in<br>scope 3 category 11 use of sold products. These GHG emissions<br>increased by 16% compared to 2024, due to higher sales<br>volumes, changed product mix and the Infinera acquisition. The<br>category 11 emissions have decreased by 21% compared to the<br>base year 2019.<br>Comparing the actual emissions with linear modeling as<br>presented below, the 2025 outcome is on track.<br>GHG emissions (million tons CO2eq)<br>Reported and targeted GHG emissions<br>Scope 3 upstream (cat 1, 2, 4, 6), reported Nokia scope 1&2, reported<br>Scope 3 downstream (cat 11), reported Targets<br>Net-Zero linear reduction modelling<br>2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040<br>0<br>10<br>20<br>30<br>40<br>50<br>Own operations (scope 1 and 2)<br>Scope 1 and 2 emissions decreased by 37% compared to 2024,<br>and by 86% compared to the base year 2019. Nokia continued<br>to increase use of renewable electricity to reduce scope 2<br>market-based GHG emissions, and reached 96% share of<br>renewable electricity used in Nokia’s facilities. As an example of<br>emissions reduction, the renewable usage of district cooling in<br>Tampere, Finland was validated.<br>Upstream: Embodied emissions (scope 3, cat 1 and 2)<br>Nokia works closely with suppliers to improve supplier maturity<br>around emissions measurement, target setting, roadmaps and<br>good practice. For final assembly suppliers, Nokia is tracking the<br>execution of their roadmap at business review meetings<br>throughout the year, given their target to reach zero emissions<br>by 2030 for their own scope 1 and 2 emissions. Nokia engages<br>regularly with approximately 500 of its larger suppliers, taking<br>into account the CDP Climate program cycle. In addition, close<br>collaboration is pursued with Nokia’s Joint Design<br>Manufacturing suppliers, as well as supplier categories with high<br>emission intensity, such as semiconductor and PWB suppliers.<br>In 2025, 390 of Nokia’s key suppliers responded to CDP’s<br>request to disclose their climate performance information, while<br>258 also provided emissions-reduction targets.<br>As a result of Nokia’s supplier engagement, a gradual reduction<br>of Nokia’s scope 3 category 1 (Purchased goods and services)<br>emissions has been observed since the base year. In 2025, the<br>total supplier emissions (category 1) increased by 57%<br>compared to 2024, and reduced by 66% compared to the base<br>year 2019. Final assembly supplier emissions have increased by<br>32% compared to 2024, and reduced by 42% from the baseline<br>year 2019. The main reasons for the year-on-year increase of<br>category 1 emissions are: Infinera’s acquisition and the<br>inclusion of its share of emissions in Nokia’s 2025 reporting<br>(+9% impact), the increase in production volumes, and further<br>data coverage improvement in suppliers’ own Scope 3 upstream<br>emissions.<br>Upstream: Logistics and business air travel (scope 3, cat 4 and 6)<br>GHG emissions from scope 3 category 4 upstream<br>transportation and distribution have increased by 39%<br>compared to 2024, and have reduced by 42% compared to the<br>base year 2019. The change from 2024 to 2025 was due to<br>Infinera’s emissions being included in Nokia’s 2025 emissions,<br>as well as to the increased volumes and air transportation<br>during 2025, compared to the previous year.<br>GHG emissions from scope 3 category 6 business travel were<br>increased by 16% compared to 2024, and decreased by 55%<br>compared to the base year 2019. The change from 2024 to<br>2025 was mainly due to the inclusion of Infinera’s emissions in<br>the 2025 amount.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>117 Nokia in 2025 | |
| --- | |
| Downstream: Product use phase (scope 3, cat 11)<br>Many of Nokia’s customers are intent on reducing their power<br>consumption and their emissions. Nokia considers energy<br>efficiency to be one of the key factors in product<br>competitiveness. Some of Nokia’s customers are also<br>interested in examining new business opportunities that spring<br>from decarbonization. These developments create new<br>business opportunities for the company and Nokia is releasing<br>and delivering innovations that cater for that demand.<br>One of the key actions required for reducing GHG emissions<br>during the product use phase is product energy efficiency<br>improvements in product development. Key actions taken in<br>2025 include:<br> ▪ Nokia continued to improve the energy efficiency of its<br>products through incremental, as well as generational<br>hardware improvements;<br> ▪ Key innovations, including:<br> – Extreme deep sleep mode in 5G AirScale radios<br> – AI-optimized RAN energy savings and KPIs<br> – Traffic-aware sleep modes in mobile backhaul<br> – Energy-efficient site solutions<br>GHG emissions from scope 3 category 11 “use of sold<br>products” increased by 16% compared to 2024, and reduced by<br>21% compared to the base year 2019. The increase from 2024<br>to 2025 is due to higher sales volumes and a changed product<br>mix. GHG emissions increased by 4% due to the inclusion of<br>Infinera’s emissions in 2025 reporting. This increase was offset<br>by a 1% decrease in the global emission factor, which reflects<br>the decarbonization development of the global electricity grid.<br>Nokia is using the global emission factor in calculating scope 3,<br>category 11 emissions. Additionally, Nokia has engaged with its<br>customers to collect information on their usage of renewable<br>and other low-carbon electricity. This information was analyzed<br>and compared to the development of the global emission<br>factor. Based on this information, it appears that customers are<br>shifting to low-carbon electricity solutions faster than the<br>development of global grid decarbonization. With the<br>development of reporting standards and data sharing practices,<br>improvements in the future reporting of emissions to better<br>reflect the development of Nokia’s value chain seem possible.<br>Nokia’s carbon footprint (scope 1, 2 and 3)<br>Emission Source Metric tons CO2eq % of total<br>Energy use in facilities and by fleet 56 764 0.2 % Scope 1 and 2 market-based emissions<br>94%<br>use of sold<br>products<br>Use of sold products 28 607 919 94 %<br>Scope 3 emissions<br>Purchased goods and services 1 507 366 5 %<br>Upstream transportation and<br>distribution<br>222 182 0.7 %<br>Capital goods 61 671 0.2 %<br>Business travel 34 178 0.1 %<br>Total scope 1, 2 and 3 emissions 30 490 080 100 %<br>Nokia’s carbon footprint (scope 1 and 2)<br>Emission Source Metric tons CO2eq % of total<br>Facilities, direct emissions 26 849 47 %<br>Scope 1 emissions<br>Car Fleet 16 090 28 %<br>Facilities, indirect emissions from<br>purchased energy, market-based<br>13 825 24 % Scope 2 emissions<br>Total scope 1 and 2 emissions 56 764 100 %<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>118 Nokia in 2025 | |
| --- | |
| Targets and progress towards<br>achievement<br>Nokia has set short-term, medium-term and long-term climate<br>targets in key areas. Short-term and medium-term targets are<br>put in place to track and show a pathway towards the long-term<br>goal.<br>Nokia has set the target to reach net-zero by 2040, covering<br>scope 1, 2 and 3 GHG emissions. The GHG emission targets are<br>for all Nokia business groups, covering various business<br>activities, such as R&D, logistics, operations and suppliers. The<br>targets do not have any geographical exclusions.<br>The GHG emissions targets have been set to measure and track<br>its progress against the net-zero target. The GHG emissions<br>modeling presented in the section, ‘Transition plan and actions<br>related to climate change policies’ show the targets for 2030<br>and 2040 and their decarbonization levers. For this modeling<br>and target setting, the climate scenario of limiting global<br>warming to 1.5°C in line with the Paris Agreement has been<br>considered.<br>The consistency and completeness of the near-term (2030) and<br>long-term (2040) net-zero targets with Nokia’s GHG inventory<br>boundaries is ensured by meeting the SBTi requirements and<br>having the targets validated by SBTi. The baseline will be<br>updated in line with Nokia financial reporting consolidation and<br>environment data reporting principles whenever significant<br>changes in business, such as mergers and acquisitions, and<br>improvements in the data coverage and calculation take place.<br>Nokia is one of the first 100 companies to have an approved<br>SBT in 2017 and recalibrated SBT targets in 2021 to meet the<br>1.5°C criteria. Nokia's Net-Zero 2040 target was approved by<br>SBTi in January 2025.<br>Nokia is not excluded from EU Paris-aligned benchmarks.<br>RE100 Target<br>Nokia had set a target to use 100% renewable electricity in its<br>own facilities by 2025. The target setting is based on the RE100<br>requirements for renewable energy purchasing and reporting<br>criteria. No countries have been excluded from this target and<br>the materiality threshold for exclusion allowed by RE100 was<br>not used.<br>In 2025, 96% of electricity was renewable in own and leased<br>facilities and the target is not achieved. Of the outstanding 4%,<br>2.2% represents non-renewable electricity generated on the<br>premises by natural gas fuel cell technology. The remaining<br>1.8% results from leased offices where renewable electricity<br>procurement was constrained by country-specific limitations in<br>the procurement and retirement options for renewable<br>electricity (e.g. in certain instances, the landlord is responsible<br>for purchasing the electricity for the building).<br>Net-Zero target<br>Nokia’s Net-Zero target is approved by SBTi. This includes<br>Nokia’s commitment to reach net-zero GHG emissions across<br>the value chain by 2040.<br>The long-term target is to reduce absolute scope 1, 2 and scope<br>3 GHG emissions 90% by 2040 from a 2019 base year. Scope 3<br>includes the following significant categories to Nokia: category<br>1 – purchased goods and services, category 2 – capital goods,<br>category 4 – upstream transportation and distribution, category<br>6 – business travel and category 11 – use of sold products. As<br>defined in the current corporate Net-Zero standards (SBT) V1.2,<br>after a company has achieved its long-term target to cut<br>emissions, it can use permanent carbon removal and storage to<br>counterbalance residual emissions up to 10%.<br>The net-zero target also includes the near-term target to<br>reduce scope 1, 2 and scope 3 categories 1, 2, 4, 6 and 11 GHG<br>emissions 50% by 2030 from a 2019 base year. The progress is<br>on track.<br>Total GHG emissions increased by 17% compared to 2024, and<br>decreased 27% compared to the base year 2019.<br>Additionally, Nokia has the following interim and sub-targets:<br> ▪ GHG emission reduction of 80% from scope 1 and scope 2<br>market-based emissions by 2025 from a 2019 base year<br> ▪ GHG emissions reduction of 90% from scope 1 and scope 2<br>market-based emissions by 2030 from a 2019 base year<br> ▪ Nokia’s final assembly suppliers (part of scope 3 category 1)<br>reach zero emissions by 2030 from a 2019 base year<br> ▪ Nokia’s suppliers (scope 3 category 1) reduce GHG emissions<br>by 50% by 2030 from a 2019 base year<br> ▪ Nokia’s logistics' GHG emissions (scope 3 category 4)<br>reduced by 73% by 2030 from a 2019 base year.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>119 Nokia in 2025 | |
| --- | |
| Progress towards ESG targets in 2025<br>Target year Base year Base value(1) Target 2025 results Target status<br>E1: Climate change<br>2030/<br>2040<br>2019 41 772 357 SBT Net-Zero:<br>Overall Net-Zero target: Nokia commits to reach net-zero greenhouse<br>gas emissions across the value chain by 2040.<br>Near-term target: Nokia commits to reduce absolute scope 1, 2 and 3<br>GHG emissions 50% by 2030 from a 2019 base year.<br>Long-term target: Nokia commits to reduce absolute scope 1, 2 and 3<br>GHG emissions 90% by 2040 from a 2019 base year.<br>Emissions covered by SBT Net-Zero were 30 490 080 tons CO2eq, which represents a 27%<br>reduction from 2019. Outcome is close to net-zero linear reduction modelling. Given Nokia’s<br>business and market conditions, it might be possible to be above trajectory again in the<br>future.<br>On track<br>2030 2019 74 996 Nokia's final assembly suppliers reach zero emissions (part of scope 3<br>category 1) by 2030.<br>Nokia’s final assembly suppliers' emissions were 43 440 tons CO2eq, which represents a 42%<br>reduction from 2019.<br>On track<br>2030 2019 4 479 736 Nokia's suppliers reduce GHG emissions (scope 3 category 1) by 50% by<br>2030.<br>Nokia’s suppliers' emissions were 1 507 366 tons CO2eq, which represents a 66% reduction<br>from 2019. However, as this includes emissions data from hundreds of suppliers and the<br>quality of allocated emissions data has been of concern, Nokia acknowledges that some of the<br>reductions may be due to the quality of the data reported.<br>On track<br>2030 2019 381 039 Nokia's logistics' GHG emissions (scope 3 category 4) reduced by 73% by<br>2030.<br>Nokia’s logistics' emissions were 222 182 tons CO2eq, which represents a 42% reduction from<br>2019.<br>On track<br>2025 2019 401 741 GHG emission reduction of 80% from scope 1 and scope 2 market-based<br>emissions from a 2019 base year.<br>GHG reduction of 86% from scope 1 and 2, including 89% reduction of Nokia facilities' GHG<br>emissions compared to 2019.<br>Achieved<br>2030 2019 401 741 GHG emissions reduction of 90% from scope 1 and scope 2 market-based emissions from a 2019 base year.<br>GHG reduction of 86% from scope 1 and 2, including 89% reduction of Nokia facilities' GHG<br>emissions compared to 2019.<br>On track<br>2025 2021 53% Use 100% renewable electricity in Nokia's own facilities (RE100). In 2025, 96% of electricity was renewable in own and leased facilities, and the target was not<br>achieved. The cap to 100% is due to electricity generation by fuel-cells using natural gas<br>(2.2%), and from leased offices (1.8%) with constrains and limitations in the procurement and<br>retirement options.<br>Not achieved<br>(1) The GHG emissions base values for 2019 have been revised to include Infinera’s emissions, as described in the ‘Reporting principles for metrics’.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>120 Nokia in 2025 | |
| --- | |
| Disclosure tables<br>Energy consumption per source related to own operations<br>Energy consumption (MWh) 2025 2024<br>Total energy consumption from renewable sources 912 318 728 242<br>Consumption of purchased or acquired electricity, heat, steam, and<br>cooling from renewable sources 911 830 727 802<br>Consumption of self-generated non-fuel renewable energy 488 440<br>Percentage of renewable sources in total energy consumption (%) 80 % 72 %<br>Total energy consumption from fossil and nuclear sources 221 359 276 964<br>Fuel consumption from crude oil and petroleum products 48 259 1 012<br>Fuel consumption from natural gas 124 791 111 954<br>Consumption of purchased or acquired electricity, heat, steam, or<br>cooling from fossil and nuclear sources 48 309 163 998<br>Percentage of fossil sources in total energy consumption (%) 20 % 28 %<br>Total energy consumption related to own operations 1 133 677 1 005 206<br>The 2025 values in the above table includes facilities and car fleet. The 2024 comparative value excludes energy consumption related to<br>car fleet, which was estimated to amount to max 5% of the total energy consumption presented in the table. The inclusion of energy<br>consumption related to the car fleet in 2025 explains the majority of the increase in fuel consumption from crude oil and petroleum<br>products, compared to the 2024 reported amount.<br>Energy consumption in Nokia facilities, fleet and of the sold products<br>Energy consumption (MWh)<br>Energy consumption by type in Nokia facilities 2025 2024<br> Electricity 870 341 817 049<br>Heating 25 649 24 993<br>Cooling 64 636 50 198<br>Fossil gas 124 792 111 954<br>Fossil oil 1 018 1 012<br>Biofuel 0 0<br>Total 1 086 436 1 005 206<br>Direct and indirect energy consumption in Nokia facilities 2025 2024<br>Direct energy 125 809 112 966<br>Indirect energy 960 627 892 240<br>Total 1 086 436 1 005 206<br>Energy consumption in Nokia fleet 2025 2024<br>Car fleet 47 241 Not reported<br>Energy consumption outside of Nokia 2025 2024<br>Energy consumption of the sold products 61 868 340 53 077 484<br>Production of non-renewable energy and renewable energy<br>Energy production (MWh) 2025 2024<br>Non-renewable energy production 19 204 15 377<br>Renewable energy production 488 440<br>Total energy production 19 692 15 817<br>Gross scopes 1, 2, 3 and Total GHG emissions<br>Scope 1 GHG emissions (tCO2eq) 2025 2024<br>Gross scope 1 GHG emissions (tCO2eq) 42 939 38 447<br>Facilities - Manufacturing processes and fuel combustion (stationary<br>and mobile sources) 26 357 20 523<br>Facilities – Hydro-Fluoro-Carbon (HFC) refrigerants 493 713<br>Car fleet 16 090 17 211<br>Scope 2 GHG emissions (tCO2eq) 2025 2024<br>Gross scope 2 location-based GHG emissions (tCO2eq) 320 200 313 865<br>Purchased electricity 304 698 299 370<br>Purchased cooling 9 691 8 833<br>Purchased heating 5 811 5 662<br>Gross scope 2 market-based GHG emissions (tCO2eq) 13 825 52 051<br>Purchased electricity 3 628 39 267<br>Purchased cooling 6 204 8 833<br>Purchased heating 3 993 3 951<br>Significant scope 3 GHG emissions (tCO2eq) 2025 2024<br>Total gross indirect (scope 3) GHG emissions (tCO2eq) 30 433 316 25 921 110<br>1 Purchased goods and services 1 507 366 962 134<br>2 Capital goods 61 671 33 207<br>4 Upstream transportation and distribution 222 182 160 178<br>6 Business travel 34 178 29 547<br>11 Use of sold products - (with global average factor) 28 607 919 24 736 044<br>Total GHG emissions (tCO2eq) 2025 2024<br>Total scope 1 and 2 (location-based) GHG emissions (tCO2eq) 363 139 352 312<br>Total scope 1 and 2 (market-based) GHG emissions (tCO2eq) 56 764 90 498<br>Total scope 1, 2 and 3 (location-based) GHG emissions (tCO2eq) 30 796 455 26 273 422<br>Total scope 1, 2 and 3 (market-based) GHG emissions (tCO2eq) 30 490 080 26 011 608<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>121 Nokia in 2025 | |
| --- | |
| Reported and targeted GHG emissions<br>Retrospective Milestones and target years<br>Scope 1 GHG emissions (tCO2eq) 2025 2024<br>2019<br>(base year)(1) YoY change %<br>Current year vs<br>base year change % 2025 2030 2040<br>Scope 1 GHG emissions (tCO2eq) 42 939 38 447 50 711 12 % (15) % N/A N/A N/A<br>Scope 2 GHG emissions (tCO2eq) 2025 2024<br>2019<br>(base year) YoY change %<br>Current year vs<br>base year change % 2025 2030 2040<br>Gross scope 2 market-based GHG emissions (tCO2eq) 13 825 52 051 351 030 (73) % (96) % N/A N/A N/A<br>Total scope 1 and 2 market-based GHG emissions (tCO2eq) 56 764 90 498 401 741 (37) % (86) % 80 348 40 174 N/A<br>Significant scope 3 GHG emissions (tCO2eq) 2025 2024<br>2019<br>(base year) YoY change %<br>Current year vs<br>base year change % 2025 2030 2040<br>1 Purchased goods and services 1 507 366 962 134 4 479 736 57 % (66) % N/A 2 239 868 N/A<br>2 Capital goods 61 671 33 207 160 932 86 % (62) % N/A N/A N/A<br>4 Upstream transportation and distribution 222 182 160 178 381 039 39 % (42) % N/A 102 881 N/A<br>6 Business traveling 34 178 29 547 75 711 16 % (55) % N/A N/A N/A<br>11 Use of sold products 28 607 919 24 736 044 36 273 197 16 % (21) % N/A N/A N/A<br>Total scope 3 GHG emissions (tCO2eq) 30 433 316 25 921 110 41 370 616 17 % (26) % N/A N/A N/A<br>Total GHG emissions (tCO2eq) 2025 2024<br>2019<br>(base year) YoY change %<br>Current year vs<br>base year change % 2025 2030 2040<br>Total GHG emissions (market-based) (tCO2eq) 30 490 080 26 011 608 41 772 357 17 % (27) % N/A 20 886 178 4 177 236<br>(1) The GHG emissions base values for 2019 have been revised to include Infinera’s emissions, as described in the ‘Reporting principles for metrics’.<br>Additional information on gross scopes 1, 2 and 3 GHG emissions<br>Scope 2 GHG emissions (%, tCO2eq) 2025 2024<br>Percentage of contractual instruments used for the purchase of energy 89 % 81 %<br>Biogenic emissions of CO2 from combustion or bio-degradation of biomass<br>not included in scope 2 GHG emissions, tCO2eq 2 505 2 357<br>Scope 3 GHG emissions (%)<br>Percentage of GHG scope 3 calculated using primary data 96 % 97 %<br>Emissions intensity based on net revenue and car fleet kilometers<br>Emissions intensity 2025 2024<br>Total scope 1, 2 and 3 GHG emissions intensity, location-based (tCO2eq<br>per net sales EURm) 1 548 1 367<br>Total scope 1, 2 and 3 GHG emissions intensity, market-based (tCO2eq<br>per net sales EURm) 1 533 1 353<br>Total scope 1 and 2 GHG emissions intensity, market-based (tCO2eq<br>per net sales EURm) 3 5<br>Car fleet (gCO2eq/vehicle-km) 80 82<br>The denominator in the calculation of the GHG emissions intensity metrics is net sales as presented in Nokia’s consolidated income<br>statement.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>122 Nokia in 2025 | |
| --- | |
| Reporting principles for metrics<br>Nokia’s Environmental data handbook (an internal<br>document) defines the key data collection and reporting<br>principles, including for example, data boundaries, data<br>collection methodologies, used tools, and emission<br>factors. The key reporting methodologies and principles<br>are explained in this section.<br>Infinera acquisition impact on the metrics<br>Infinera is included in the reported metrics for 2025 from<br>the effective date of the acquisition, i.e. the beginning of<br>March 2025. Comparative information for 2020-2024<br>presented in this section excludes Infinera, in line with the<br>basis for preparation of the Sustainability Statement.<br>The GHG emissions related target base values for 2019<br>have been revised to include Infinera’s GHG emissions for<br>the full year 2019. These base value emission were<br>estimated based on Infinera’s reported emissions for the<br>reporting years 2020-2024, and recalculated according to<br>Nokia’s reporting principles. The Infinera acquisition<br>increased the 2019 base values by 3%.<br>Energy consumption<br>Energy data covers stationary and mobile sources’<br>combustion of fuels, consumption of electricity, heat, and<br>cooling in facility operations, as well as energy<br>consumption related to car fleet.<br>Energy consumption data is typically collected from<br>facility-level responders, obtained from invoices or<br>metered data. For facilities with no data availability, usage<br>of 2025 data is estimated with data gap corrections or by<br>employing annual intensity factors based on kWh/m2<br>(electricity and natural gas), as calculated from the<br>reporting sites, thereby accounting for 100% (2024:<br>100%) of Nokia facilities. Subleased areas are not covered<br>in the facility data.<br>Car fleet energy consumption is calculated from GHG<br>emissions with factors defined by the European Environment<br>Agency.<br>GHG emissions<br>Nokia’s approach to measuring greenhouse gas emissions<br>follows the Greenhouse Gas (GHG) Protocol developed by the<br>World Resources Institute (WRI) and the World Business Council<br>for Sustainable Development (WBCSD). Nokia uses the following<br>three standards:<br> ▪ The Greenhouse Gas Protocol, A Corporate Accounting and<br>Reporting Standard;<br> ▪ GHG Protocol, scope 2 guidance, An amendment to the GHG<br>Protocol Corporate Standard; and<br> ▪ Corporate value chain (scope 3), Accounting and reporting<br>standard, Supplement to the GHG Protocol Corporate<br>Accounting and Reporting Standard.<br>The GHG Protocol defines three scopes of CO2eq emissions:<br> ▪ Scope 1 – direct emissions, from sources owned or controlled<br>by the company<br> ▪ Scope 2 – indirect emissions, from the consumption of<br>purchased electricity, heat, and/or steam (location-based<br>and market-based)<br> ▪ Scope 3 – indirect emissions, as a consequence of the<br>activities of the company, but from sources not owned or<br>controlled by the company.<br>Nokia reports the emissions as carbon dioxide equivalents<br>(CO2eq), as per GHG Protocol’s guidance. CO2eq is the universal<br>unit of measurement to indicate the global warming potential<br>(GWP) of the greenhouse gases in the Kyoto protocol, expressed<br>in terms of the GWP of one unit of CO2eq. Nokia uses<br>International System of Units (SI) in reporting and one ton CO2eq<br>is equivalent to 1000 kg CO2eq.<br>Nokia uses the operational control approach for setting<br>organizational boundaries for its GHG emissions inventory. It<br>uses emission factors available at the beginning of the reporting<br>year for scope 1, 2 and 3 calculations. Where emission factors<br>developed by the International Energy Agency, OECD/IEA are<br>used, the emission calculations have been prepared by Nokia and<br>do not necessarily reflect the views of the International Energy<br>Agency.<br>Scope 1 emissions<br>Direct CO2eq emissions from Nokia facilities include: GHG<br>emissions resulting from the combustion of oil and gas within<br>Nokia facilities, process emissions, and minor direct releases of<br>GHGs associated with refrigerant leakage from facilities’ cooling<br>systems and firefighting equipment.<br>Direct CO2eq emissions from Nokia’s car fleet are tracked by<br>obtaining information from country-specific leasing suppliers,<br>which are consolidated into one system. The emissions<br>calculation is based on actual driven mileage and official CO2eq<br>emission value per km of each car make and model. Applicable<br>emission factors are sourced from car manufacturers. In case<br>the distance traveled is not available from the leasing supplier,<br>the budgeted annual mileage in the leasing contract is used for<br>calculation. The coverage of primary emissions has been<br>estimated to include 95% of the total emissions from Nokia’s<br>car fleet, and the remaining 5% has been included as an<br>estimate in the reported value.<br>Scope 2 emissions<br>Indirect CO2eq emissions include emissions from purchased<br>electricity, heating, and cooling. As per GHG Protocol<br>definitions, the location-based accounting method quantifies<br>scope 2 GHG emissions based on average energy generation<br>emission factors for defined locations, including local,<br>subnational, or national boundaries. Location-based emission<br>factors are obtained from EPA eGrid for the USA. For all other<br>countries, IEA Emission factors developed by the International<br>Energy Agency, OECD/IEA are used.<br>The market-based accounting method quantifies scope 2<br>GHG emissions based on the emissions emitted by the<br>generators from which the reporter contractually purchases<br>electricity bundled with instruments, or unbundled<br>instruments on their own. In Nokia’s case, applicable market-based residual emission factors are employed for sites<br>located in Europe (obtained from the Association of Issuing<br>Bodies (AIB)), the USA and Canada (obtained from Green-e).<br>Those sites that purchase certified renewable electricity are<br>assigned an emission factor of zero, based on the quantity of<br>green energy employed. If supplier-specific emission factors<br>are not available, location-based emission factors are applied.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>123 Nokia in 2025 | |
| --- | |
| GHG emissions associated with purchased steam and heat are<br>calculated employing the applicable EPA emission factor,<br>which is based on the assumption that natural gas was used<br>to fuel a boiler exhibiting an efficiency of 80%. GHG emissions<br>associated with purchased chilled water and cooling are<br>calculated employing the same country emissions factors as<br>electricity, based on an assumed efficiency of 100%.<br>Scope 3 emissions<br>For significant scope 3 categories, the calculation methodology<br>for estimating emissions is described. For non-relevant scope<br>3 categories, an explanation of exclusion is provided. The<br>significance of each category has been determined based on<br>reporting threshold, relevance for Nokia business, externally<br>published targets, and stakeholder interest. The estimated<br>share of the excluded scope 3 categories is less than 2% of<br>Nokia’s total reported GHG emissions.<br>Scope 3 categories included in the reported GHG emissions<br>are:<br> ▪ Purchased goods and services (category 1): final assembly<br>suppliers, and other suppliers. Nokia reports its supplier’s<br>scope 1, 2 and 3 upstream emissions. Final assembly<br>supplier scope 1 and 2 data is collected directly from<br>those suppliers. Other suppliers’ CO2eq emissions are<br>reported based on data collected with CDP Climate<br>Survey. The data collected from Nokia’s suppliers covers<br>62% of supplier spend in 2025. For the remaining share,<br>the emissions are extrapolated based on Nokia’s total<br>spend. The 2025 disclosure is based on the latest CDP<br>data representing the suppliers’ year 2024 emissions.<br>Nokia uses a hybrid method, using emissions allocated for<br>Nokia by the suppliers, and also intensity based (GHG/€)<br>allocation, where allocated emissions were not available,<br>or allocation was not reliable, based on different internal<br>quality measures. To avoid double counting, the following<br>data is excluded from this category: scope 1 (from car<br>fleet), scope 3 category 4 (upstream transportation and<br>distribution), and scope 3 category 6 (business air travel).<br>Nokia acknowledges that this emission category 1 includes<br>uncertainties, as suppliers’ own reporting and allocation<br>emissions to Nokia is of variable quality.<br> ▪ Capital goods (category 2): Scope 3 category 1 and 2 are<br>calculated together. Category 2 is separated from category 1<br>emissions and reported based on property, plant and<br>equipment (PPE) additions.<br> ▪ Upstream transportation and distribution (category 4): Data<br>includes emissions from inbound and outbound logistics paid<br>by Nokia. Reporting is done in real weight, by using the EPA’s<br>CO2eq emission factors or logistics supplier’s own factors.<br> ▪ Business travel (category 6): emissions are reported for<br>business air travel, which has the biggest impact out of all<br>business travel modes. Travel information is obtained from<br>our assigned Travel Agencies. Supplied data includes distance<br>traveled, delineated by flight distance ranges and cabin class.<br>Data from travel agencies is consolidated in a system which is<br>used to calculate emissions from air travel. Emissions factors<br>are obtained from EPA.<br> ▪ Use of sold products (category 11): The calculation formula is<br>the following: Σ [total lifetime expected uses of products<br>(hours) x number of products sold in reporting period x<br>product power consumption (kW) x emission factor for<br>electricity (kg CO2eq/kWh)]. The data covers hardware<br>products. Product use time varies between 6 and 15 years,<br>depending on the products. Energy use calculations are<br>based on product group specific standards, for example, by<br>ETSI, wherever standards have been published. Calculations<br>are based on the assumption that all products are powered<br>by grid electricity. We use the IEA’s latest world average<br>CO2eq emission factor available in the beginning of the<br>reporting year. The share of energy consumption and GHG<br>emissions from the products covered by this data is<br>estimated to be over 98% of the total sold products in 2025.<br>The remaining share has been included in the reported value<br>as an estimate.<br>Scope 3 categories not included in the reported GHG emissions<br>are:<br> ▪ Fuel and energy-related activities not included in scope 1<br>and 2 (category 3): not reported,as emissions evaluated<br>to be non-material.<br> ▪ Waste generated in operations (category 5): not reported<br>as emissions are evaluated to be non-material.<br> ▪ Employee commuting (category 7): not reported, as<br>emissions are evaluated to be non-material.<br> ▪ Upstream leased assets (category 8): not reported, as<br>leased vehicles and facilities are included in scope 1 and 2<br>emissions.<br> ▪ Downstream transportation and distribution (category 9):<br>not assessed, as Nokia reports transportation paid by<br>Nokia, see scope 3 category 4.<br> ▪ Processing of sold products (category 10): not considered<br>relevant because processing is not required for sold Nokia<br>products.<br> ▪ End-of-life treatment of sold products (category 12): not<br>reported, as emissions are evaluated to be non-material.<br> ▪ Downstream leased assets (category 13): not reported, as<br>emissions are evaluated to be non-material.<br> ▪ Franchises (category 14): not applicable, as Nokia does<br>not have franchises.<br> ▪ Investments (category 15): not reported, as emissions are<br>evaluated to be non-material.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>124 Nokia in 2025 | |
| --- | |
| Resource use and circular economy (ESRS E5)<br>Material impacts, risks and opportunities related to resource use and circular economy<br>The double materiality assessment showed that resource inflows, resource outflows and waste are material sub-topics for Nokia.<br>The following table describes the related material impacts, risks and opportunities, as well as how these are managed by Nokia.<br>Sub-topic Material impacts, risks and opportunities Management<br>Resources inflows,<br>including resource<br>use<br>Positive impact: Secondary use of Nokia’s products and the use of secondary materials<br>in Nokia’s products prevent generation of waste, contribute positively to material<br>availability and land use.<br>Besides Nokia’s supplier requirements, business groups are looking for opportunities to reduce the dependency<br>of virgin materials, continuously increase recycled content in our products and packaging, as well as increase use<br>of refurbished secondary products. Nokia has targets in place to increase the recycled content in sourced<br>mechanical materials with the highest use. In addition, Nokia has a packaging target to increase recycled content<br>and recyclable materials in packaging.<br>Resources inflows,<br>including resource<br>use<br>Negative impact: High use of primary raw materials in Nokia hardware components,<br>where mining and melting of virgin materials has significant negative environment<br>impacts, including waste.<br>Nokia manages and tries to minimize this negative impact the same way as it manages the above positive<br>impact.<br>Resources inflows,<br>including resource<br>use<br>Risk: Nokia hardware products are dependent on various minerals and other virgin<br>substances. If global consumption continues to grow, it may lead to material scarcity<br>likely resulting in increased prices.<br>Nokia manages this risk the same way as it manages the above positive and negative impacts.<br>Resource outflows<br>related to products<br>and services<br>Positive impact: Applying circular design and business principles increase the<br>recyclability of Nokia’s products, which further enables recycling of the products and the<br>raw materials contained in them.<br>Nokia has a Design for Environment program in place, which provides R&D teams with guidelines regarding the<br>balances involved in the choice of materials when improving durability, dismantling, repairability, recyclability as<br>well as product weight and supply risk. Reliability, product lifetime and serviceability are very much part of the<br>technical requirements for each product. Nokia aims to continue its Design for Environment program, particularly<br>taking into consideration the evolution of product materials (incl. recycled metals and plastics) and their<br>availability, as well as materials efficiency improvements.<br>Resource outflows<br>related to products<br>and services, Waste<br>Negative impact: Nokia sells to its customers a significant amount of hardware<br>products which, at the end of their lifecycle, will become electronic waste, unless<br>handled and recycled appropriately.<br>Most of Nokia’s products have a design life between 10 and 15 years, with some of our products remaining in<br>extended service for more than 20 years. Nokia has environmentally beneficial circularity practices in place, such<br>as product take-back, refurbishment and recycling services.<br>Nokia Circular Products and Services consists of four modules that can be customized to meet E2E customer<br>requirements These include Asset Recovery, Circular Products and Parts, Refurbishment Service and Recycling<br>Service. These are explained further in ‘Actions’ within the ESRS E5 section.<br>Waste Positive impact: Reduction or prevention of waste generation in Nokia’s own operations<br>and value chain, including appropriate handling and recycling of its products contributes<br>positively to material availability and land use.<br>Nokia aims to improve waste management practices across the value chain. This includes minimization of waste<br>creation and maximization of waste utilisation to reduce landfill. The progress is measured and tracked by<br>circular metrics to guide Nokia’s operational circularity journey. In 2024, Nokia set new sustainability targets for<br>packaging, recognizing it as an important area for reduce and prevent negative impacts on land use and<br>biodiversity.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>125 Nokia in 2025 | |
| --- | |
| Nokia’s approach to determining material impacts, risks and<br>opportunities is described under the ‘General information’<br>section. When identifying, assessing and scoring impacts, risks<br>and opportunities related to the circular economy and resource<br>use, Nokia uses information and data from its Environmental<br>Management System and existing reporting.<br>Nokia has a ISO 14001 certified Environmental Management<br>System in place for identifying environmental aspects and<br>impacts and related risks and opportunities, which are then<br>reviewed annually. This process covers all business activities<br>and is described in further detail in the ‘Climate Change (ESRS<br>E1)’ section.<br>Data on waste, circularity, material usage, and recycled content<br>served as the foundation for assessing Nokia's direct and<br>indirect impacts on the circular economy and resource<br>utilization, as well as for evaluating the scale and scope of these<br>impacts.<br>During 2025, out of Nokia’s four business groups, Mobile<br>Networks and Network Infrastructure had the largest direct and<br>indirect impact on the identified positive and negative material<br>impacts, as well as the potential effect of the risk. Nokia’s main<br>hardware products are telecommunication products that are<br>comprised of technical components including minerals, metals<br>and polymers. Product packaging materials include wood- and<br>plastic-based materials.<br>Policies<br>Nokia looks at circularity holistically. From that perspective,<br>circularity includes manners in which usage of non-virgin<br>materials can be increased in the creation of new products and<br>packaging, as well as how maximum waste circularity can be<br>achieved in Nokia's operations and value chain.<br>Material efficiency, the optimized use of resources, and<br>digitalization are key contributors to increasing circularity.<br>Nokia’s strategy to increase operational circularity follows the<br>classic waste hierarchy. The first principle of the hierarchy is<br>always the avoidance of waste, which Nokia does through<br>digitalization, operational efficiency and product life extension.<br>As complete dematerialization is unachievable in this industry,<br>good waste management practices are important.<br>Nokia’s Code of Conduct and Environmental policy covers its<br>commitment to the environment in its own operations, supply<br>chain and business relationships. Matters related to circular<br>economy and resource use are part of the general management<br>process, and environmental considerations are incorporated<br>into relevant business planning, decision making,<br>implementation and tracking activities. Through its policies and<br>management systems, Nokia seeks to reduce the negative<br>environmental impacts of its products and services throughout<br>their life cycle. Nokia collaborates with its suppliers, customers,<br>and other stakeholders with the aim of minimizing the potential<br>negative environmental impacts of its technology, as well as<br>maximizing the potential of its technology to be used for the<br>good of the environment and society. Refer to the section<br>General information, ‘Policies adopted to manage material<br>sustainability matters’ for further information regarding Nokia’s<br>policies.<br>Product development and Design for<br>Environment<br>The environmental goals and activities of Nokia are aimed at<br>applying product life cycle thinking to minimize environmental<br>impacts as early as possible in the product design and<br>development process. Nokia’s Design for Environment guideline<br>addresses regulatory, customer and Nokia requirements for<br>designers to make choices in line with the company policy and<br>goals for environment.<br>In practice, Design for Environment uses design practices<br>aiming to achieve:<br> ▪ minimized material and energy use,<br> ▪ maximized reuse and recycling,<br> ▪ minimized use of materials detrimental to the environment,<br> ▪ equipment designed to be easily or remotely maintainable or<br>maintenance-free.<br>Packaging<br>Nokia has outlined the packaging requirements and standards it<br>recommends, including Original Equipment Manufacturer (OEM)<br>packaging and shipping to Nokia facilities or customers. The<br>guidelines have dedicated environmental requirements, such as<br>Design for Environment principles, banned or not<br>recommended/allowed materials, reuse of packaging materials,<br>proper identification, and compliance to waste directives. This<br>last aspect covers the end-to-end process: inflows, outflows<br>and waste minimization, such as reuse and recycling.<br>There are two other relevant guidelines in addition to the ones<br>discussed above. Nokia’s Guideline to the Reuse of Packaging<br>Material is a significant cost-saving option that will also<br>contribute to environmental impact, though this is more related<br>to outflows and circularity. Factory-inbound packaging<br>guidelines include requirements for Nokia’s suppliers regarding<br>packaging materials utilized for inbound goods sent to Nokia<br>manufacturing facilities.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>126 Nokia in 2025 | |
| --- | |
| Waste management<br>Electronic Waste Management guidelines outline Nokia’s<br>minimum environmental and health and safety requirements for<br>e-waste management, to ensure that the appropriate regulatory<br>requirements and best practices for e-waste management are in<br>place to limit the impact on human health and the environment<br>and avoid significant future liability, litigation and expenses.<br>The basis of the Environmental Management Systems in Real<br>Estate (“RE”) and the requirements of ISO 14001 standard are<br>described in the Guidelines for facilities’ waste management.<br>The guidelines give an overview of how Nokia’s Real Estate’s<br>activities and procedures are managed from an environmental<br>perspective. Nokia has set minimum requirements for waste<br>management within its facilities, in order to meet its Real Estate<br>related targets. Waste is a significant environmental aspect for<br>Nokia, particularly waste from its facilities, and these guidelines<br>set out the responsibilities, requirements, tools, training, and<br>resources available to support the implementation of good<br>waste management practices. These guidelines apply to all<br>Nokia facilities including manufacturing, R&D, and offices<br>globally.<br>In the area of network installation services, Nokia conducts<br>environmental impact assessments based on the contractual<br>terms agreed with customers.<br>Supplier requirements<br>Nokia expects its suppliers to adhere to its Third-Party Code of<br>Conduct and provides them with its Supplier Requirements,<br>including the Responsible Business Alliance’s Code of Conduct<br>and Nokia-specific sustainability requirements. These<br>requirements are covered in further detail in the sub-section<br> ‘Supplier requirements’ within the Climate change (ESRS E1)<br>section.<br>On top of this industry standard, in the area of environmental<br>management, there are also several Nokia-specific<br>requirements toward Nokia’s suppliers:<br> ▪ Environmental Management System<br>Hardware suppliers for product materials and final-assembly<br>suppliers are required to have a documented Environmental<br>Management System (EMS) ensuring the effective planning,<br>operation and control of environmental aspects. The system<br>shall satisfy the requirements of ISO14001 or other<br>internationally recognized standards. Suppliers who provide<br>materials that are embedded into Nokia products need to be<br>certified by a third party as compliant with ISO14001.<br> ▪ Raw Material Content Data Management<br>Suppliers shall comply with material restrictions, as set by<br>applicable law and by Nokia, and continuously maintain<br>records of full raw material content data (materials,<br>substances and compounds) of products supplied to Nokia,<br>or of materials used in implementing the services provided<br>to Nokia. These records, including any updates, must be<br>provided to Nokia in a specified format.<br> ▪ Design for Environment requirements<br>Suppliers shall consider environmental aspects in all phases<br>of their product development, using, for example, specific<br>Design for Environment methods or checklists. Suppliers<br>must comply with Nokia’s product environmental<br>requirements, e.g. the Nokia Substance List. Choices made<br>during these product development phases must, whenever<br>possible, reduce or eliminate negative environmental<br>impacts. All reasonable attempts must be made to reduce or<br>eliminate hazardous constituents from the product, to<br>promote the efficient use of materials (i.e. to reduce waste),<br>to improve the energy efficiency of the product and to<br>promote recycling.<br> ▪ Recycled content<br>Suppliers shall track their recycled/scrap origin materials<br>contents and strive to reduce their use of virgin materials.<br> ▪ Waste management<br>Suppliers shall record information about waste management<br>(i.e. how much, and where, waste is reused, recycled, energy<br>recovered, sent to landfill) and provide this information to<br>Nokia upon request.<br>Nokia also has Environmental Requirements and Guidelines for<br>Nokia Products that apply to all designs, products, parts,<br>modules, components and packaging materials. This document<br>lists the most significant global environmental regulations and<br>introduces Nokia’s environmental requirements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>127 Nokia in 2025 | |
| --- | |
| Actions<br>Circularity strategy refresh: Driving Efficiency<br>In 2025, Nokia refreshed its circularity strategy, planned to be<br>implemented in 2026 to guide Nokia’s future actions. Nokia’s<br>circularity strategy, presented in the Infinity Loop, is a<br>comprehensive approach for the upcoming years to reducing<br>environmental impact and fostering a circular economy. By<br>focusing on improving resource efficiency, reducing virgin<br>material usage, minimizing waste, and scaling up circular<br>business models, Nokia is aiming to create long-term value while<br>addressing resource use challenges.<br>The strategy builds on Nokia’s foundation in this area. It<br>considers every stage of the product lifecycle and main<br>operations across the value chain. It presents five areas where<br>Nokia is planning to continue and further strengthen its actions<br>with the aim of increasing efficiency of operations: Use less,<br>Waste less, Use longer, Scale up.<br>Products<br>In connectivity infrastructure, service availability is mission-critical. Reliability, product lifetime and serviceability are very<br>much part of the technical requirements for each product.<br>Nokia’s Design for Environment program helps developers in<br>selecting materials, balancing factors such as durability, ease of<br>dismantling, repairability and recyclability, product weight,<br>supply risk and energy efficiency. Nokia is continuously taking<br>into consideration the evolution of product materials, including<br>recycled materials and plastics and their availability, material<br>efficiency improvements, and product portfolio roadmaps.<br>In the area of product hardware take-back inflows, Nokia<br>business groups have Circular Operations teams to manage<br>take-backs, with established practices and principles. During<br>2025, Nokia continued its product take-back program. The goal<br>is to increase circularity throughout the value chain via<br>refurbished products. This is in addition to typical repair<br>services, which may also utilize some of these circular solutions.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>128 Nokia in 2025<br>Nokia’s circularity strategy refresh: Infinity Loop<br>1<br>Use Less<br>Reduce the total<br>weight of virgin<br>materials used<br>3<br>Waste Less<br>Reduce non-circular waste<br>generated<br>Nokia<br>Framework for<br>Circular Transition<br>Strategy<br>4<br>Scale Up<br>Increase financial<br>benefits from<br>circular products<br>and services<br>2<br>Use Longer<br>Extend the total<br>effective lifetime<br>of products<br>5<br>Be Efficient<br>Connect more,<br>Use less<br>1.1 Design &<br>develop circular<br>products<br>1.2 Source<br>sustainable<br>materials<br>responsibly<br>2.1 Extend life<br>of hardware<br>through repair<br> & maintenance<br>2.2 Enhance<br>hardware longevity<br>with optimized<br>software solutions<br>2.3 Refurbish<br>hardware<br> & reuse<br>components<br>5.1 Use<br>technology<br>to drive<br>progress<br>4.3 Co-develop<br>knowledge<br> & standards<br>4.2<br>Enable circular<br>industries<br>4.1 Scale<br>circular<br>business<br>models<br>3.2 Recycle<br> & turn waste<br>into value 3.1 Take<br>back/buy back<br>products<br> & components<br>5.2 Measure<br>what matters<br>1.3 Package<br>products<br>sustainably<br>3.3 Partner<br>to drive<br>waste<br>reduction | |
| --- | |
| Nokia has a portfolio offering a set of modules that can be<br>customized and combined to fit specific customer needs as<br>follows:<br> ▪ Asset Recovery - helping operators to eliminate surplus/<br>excess units resulting from network modernization or swaps<br> ▪ Circular Products and Parts - enabling customers to expand<br>their network using circular/refurbished products<br> ▪ Refurbishment Service - enabling operators to extend the<br>lifecycle of their network and products<br> ▪ Recycling service - helping operators manage e-waste and<br>reduce landfill according to international standards and<br>regulations<br>Engagement with suppliers<br>Nokia has various engagement programs with suppliers on the<br>subject of the environment, and specifically on waste and<br>recycled material contents. Its current due diligence involves<br>on-site audits with the suppliers. These include Environmental<br>Management System reviews and interactions, as well as site<br>tours. Nokia’s supplier-related monitoring, assessment and<br>auditing activities also include EcoVadis assessments. These are<br>online assessments which include the evaluation of<br>environment-related policies, procedures and controls.<br>Nokia also has focused improvement programs with suppliers,<br>such as recycled material content to raise supplier awareness,<br>and work on continuous improvement for increasing recycled<br>origin aluminum, steel, copper and polymerics in Nokia<br>products. With final assembly suppliers, Nokia is also working on<br>increasing its waste circularity rate to 95%. The focus is to<br>divert waste that would end up in landfill or incineration without<br>energy recovery to waste that is reused, recycled or incinerated<br>with energy recovery.<br>Packaging<br>Nokia has continued and plans to further continue actions to<br>increase the usage of recycled content in packaging materials<br>where possible without negatively affecting the structural<br>integrity and protection of the shipped products; at the same<br>time ensuring that the materials used are recyclable and<br>fostering circularity of the system. The business groups have<br>researched sustainably sourced materials that could be used<br>(such as molded pulp and thermoformed plastics with high<br>recycled material content) and continue to further eliminate<br>materials with recyclability issues, such as polystyrene or<br>polyurethane, while minimizing the use of single use plastics<br>where possible. Nokia intends to continue maximizing the<br>recyclability of its packaging materials for optimized circularity.<br>Nokia has set new targets to increase recyclable packaging and<br>recycled packaging material content, as well as to limit plastic<br>packaging.<br>Waste management<br>In addition to the described actions related to the products,<br>supplier operations and packaging, Nokia continues driving<br>circularity of operational waste in facilities and site installation<br>operations. One of the focus areas in 2025 was the site<br>installation waste. Tracking and reporting of Radio site<br>installation waste is under continuous development to improve<br>Radio site waste management. Through a better understanding<br>of regional and country waste management, Nokia can drive<br>improvement and benchmark sites against the Nokia target of<br>95% waste circularity. Through advances in packaging design<br>and recyclability, regional waste management requirements and<br>existing country infrastructure, as well as by improving existing<br>subcontractor contractual requirements related to sustainable<br>waste management, site waste circularity rates are expected to<br>continue to improve. By continuing the successful Radio site<br>waste circularity project launched in 2024, Nokia is constantly<br>improving the global framework regarding waste management<br>in site installations. A successful pilot with Nokia’s<br>subcontractors in the MEA region during 2025 demonstrates<br>that by raising awareness and providing guidance waste disposal<br>practices can be enhanced and data accuracy can be improved.<br>Targets and progress towards<br>achievement<br>Conclusive scientific evidence confirms that implementing<br>diverse environmental targets, such as improving resource<br>efficiency, increasing recycled content in products and<br>packaging, promoting circularity and minimizing waste, helps to<br>protect and sustain a healthy environment.<br>Nokia has set external targets to measure and track its progress<br>against the identified material impacts and risks covering<br>resource inflows and outflows.<br>Recycled content in products<br>Nokia has set a target to increase recycled content in sourced<br>mechanical materials:<br>Target in 2030:<br>90%<br>Cast aluminum used in mechanical parts<br>Target in 2030:<br>50%<br>Wrought aluminum, steel and copper alloys, as well as<br>polycarbonate plastics used in mechanical parts<br>These targets cover materials with the highest mass-based use<br>across Nokia products.<br>In 2025, Nokia reached recycled materials content levels of<br>52% cast aluminum,<br>22% wrought aluminum,<br>22% stainless steel,<br>15% low alloy steel,<br>10% copper alloys and<br>4% polycarbonate plastics.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>129 Nokia in 2025 | |
| --- | |
| Waste circularity<br>Nokia has set a target to increase its waste circularity rate. The<br>purpose is to improve waste management practices by<br>maximizing waste utilization and minimizing its disposal.<br>Target in 2030:<br>95%<br>Circularity rate, including waste from Nokia’s offices, labs,<br>manufacturing, site installation, product take-back and final<br>assembly suppliers.<br>The annual waste circularity outcome for 2025 was<br>90%<br>Nokia has recognized areas where a high circularity rate has<br>already been achieved, and also areas requiring further action.<br>There are still data gaps to be closed, as described in the<br>reporting principles.<br>Product packaging<br>Nokia has set packaging targets, which will be measured for the<br>first time starting from the reporting year 2025 (with 2024 as<br>the base year).<br>Target in 2030:<br>Ensure all packaging is<br>100% recyclable<br>In 2025, Nokia reached 98% packaging recyclability level.<br>Target in 2030:<br>Cardboard and plastic packaging materials to contain at least<br>50% recycled content<br>In 2025, Nokia achieved 50% recycled content in<br>cardboard and plastic packaging materials, meeting its target.<br>Target in 2030:<br>Plastic packaging to be limited to no more than<br>10% by weight of total primary packaging<br>In 2025, Nokia reduced plastic packaging to 9% of the total primary packaging weight,<br>meeting its target and demonstrating progress in reducing plastic packaging content.<br>Progress towards ESG targets in 2025<br>Target year Base year Base value(1) Target 2025 results Target status<br>E5: Resource use and circular economy<br>2030 2022 89% Waste circularity:<br>95% circularity rate for waste from our<br>offices, labs, own manufacturing,<br>installation, product take-back and supply<br>chain final assembly factories by 2030.<br>Annual waste circularity outcome for<br>2025 was 90%.<br>On track<br>2030 2023 43% cast aluminum<br>10% wrought aluminum<br>7% low alloy steel<br>13% stainless steel<br>3% on copper alloys<br>Product recycled content:<br>Increase recycled content in mechanical<br>part source materials:<br> ▪ Cast aluminum used in mechanical<br>parts to 90%<br> ▪ Wrought aluminum, steel and copper<br>alloys, as well as polycarbonate plastics<br>used in mechanical parts to 50%.<br>In 2025, Nokia reached recycled<br>materials content levels of 52% cast<br>aluminum, 22% wrought aluminum,<br>22% stainless steel, 15% low alloy<br>steel, 10% copper alloys and 4%<br>polycarbonate plastics.<br>On track<br>2030 2024 96% packaging<br>recyclability<br>32% recycled material<br>content<br>9% plastic packaging<br>(based on 2025)<br>Packaging recyclability:<br> ▪ Ensure all packaging is 100% recyclable<br>Recycled material content:<br> ▪ Cardboard and plastic packaging<br>materials to contain at least 50%<br>recycled content<br>Plastics:<br> ▪ Plastic packaging to be limited to no<br>more than 10% by weight of total<br>primary packaging<br>In 2025, Nokia reached packaging<br>recyclability level to 98%, cardboard<br>and plastic packaging material to<br>50% recycled content, and 9% of<br>plastic packaging, as share of total<br>primary packaging.<br>On track<br>(1) Base values for the waste circularity and product recycled content metrics are the reported values of the first year of reporting.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>130 Nokia in 2025 | |
| --- | |
| Disclosure tables<br>Resource inflows, materials used to manufacture products and services<br>Materials used during the reporting period 2025 2024<br>Overall total weight of products and technical and biological materials used<br>(metric tons) 73 700 60 560<br>Weight of secondary reused or recycled components, products and materials<br>(metric tons) 12 875 Not reported<br>Share of secondary reused or recycled components, products and materials<br>of overall total weight (%) 17% Not reported<br>Recycled content in mechanical part source materials of products<br>Cast aluminum 52% 38%<br>Wrought aluminum 22% 15%<br>Stainless Steel 22% 5%<br>Low alloy Steel 15% 2%<br>Copper alloys 10% 4%<br>Polycarbonate plastics 4% 6%<br>Recycled content in product packaging<br>Recycled content in product packaging 50% 32%<br>Resource outflows, products and materials recyclability<br>Materials used during the reporting period 2025 2024<br>The rates of recyclable content in products 80 % 80 %<br>The rates of recyclable content in products packaging 98 % 96 %<br>Total waste from Nokia’s own operations<br>Non-hazardous waste<br>(metric tons)<br>Hazardous waste<br>(metric tons)<br>Total waste<br>(metric tons)<br>2025 2024 2025 2024 2025 2024<br>A. Total waste diverted from disposal 6 672 4 175 4 391 3 593 11 063 7 768<br>Preparation for reuse 55 69 470 317 525 386<br>Recycling 5 394 3 453 3 769 3 175 9 163 6 628<br>Other recovery operations 1 223 653 152 101 1 375 754<br>B. Total waste directed to disposal 706 929 65 17 771 946<br>Incineration 0 0 0 0 0 0<br>Landfilling 706 929 65 17 771 946<br>Other disposal operations 0 0 0 0 0 0<br>Total waste generated (A+B) 7 378 5 104 4 456 3 610 11 834 8 714<br>The total waste reported in 2024 was 7 302 metric tons. During 2025, Nokia reassessed the classification of its own operations in the context of the<br>waste reporting. Based on this assessment, product take-back was included in the own operations. As the waste associated to the product take-back operations was separately reported in 2024, the comparative amounts have been revised by 988 metric tons to include equipment returned by<br>customers. 2024 numbers have been further revised by 424 metric tons to include additional information received from repair suppliers.<br>Non-recycled and utilized waste from Nokia’s own operations<br>Non-recycled waste (metric tons) 2025 2024<br>Non-recycled waste in tonnes or kg 771 946<br>Percentage of non-recycled waste (%) 7% 11%<br>Utilized waste (%) 2025 2024<br>Waste utilization rate (%) 93% 89%<br>Electronic waste<br>Waste by types (metric tons) 2025 2024<br>Electronic waste from facilities 3 374 2 024<br>Other hazardous waste 1 082 1 586<br>Equipment returned from customers (number, metric tons) 2025 2024<br>Reuse (no. of items) 53 530 46 378<br>Total equipment returned from customers (metric tons)<br>Reuse 442 304<br>Recycle 229 682<br>Energy recovery 0 2<br>Landfill 0 0<br>Incineration without energy recovery 0 0<br>Total equipment returned from customers (metric tons) 671 988<br>The waste amounts related to equipment returned from customers presented in the above table are also included in the total reported<br>waste from Nokia’s own operations.<br>Other environmental metrics: Water<br>The below table includes additional environmental metrics to those concluded to be material in Nokia’s double materiality assessment.<br>For further information, please see the section ‘Water use’ in the ‘Reporting principles for metrics’.<br>Water use (thousands m3) 2025 2024<br>Total water withdrawal 754 863<br>Recycled/reused water 23 16<br>Total water use (thousands m3) 777 879<br>Total water withdrawal per employee (m3) 10 11<br>Recycling / reuse water of total use 3 % 2 %<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>131 Nokia in 2025 | |
| --- | |
| Reporting principles for metrics<br>Nokia’s internal Environmental Data Handbook defines the<br>key data collection and reporting principles. The key reporting<br>methodologies and principles are explained in this section.<br>Resource inflows<br>Nokia’s resource inflows include:<br> ▪ Telecommunication products and components, as well as<br>third-party equipment which consists of minerals, metals<br>and polymers<br> ▪ Secondary hardware, e.g. take-back equipment from<br>customers<br> ▪ Product packaging, including wood-, wood fiber and<br>plastic-based materials<br>Weight of products, materials and their packaging<br>The overall total weight of products, technical materials and<br>biological materials is based on global inbound delivery<br>volumes and the weight of each product and related<br>packaging, as recorded in Nokia’s systems. A product or<br>material is considered as ‘inflow’ when delivered to Nokia,<br>following the accounting principles and Nokia Group reporting<br>boundaries, i.e. the point in time marking the ‘goods<br>received’. Only deliveries from external parties are included.<br>Intercompany transfers between the distribution centers are<br>excluded. Due to limitations in the weight data availability for<br>materials and semi-finished goods delivered to Nokia’s own<br>manufacturing facilities, technical materials are reported as<br>resource inflows once delivered to Nokia inventories as<br>finished goods. Due to the limitations of data availability for<br>acquired Infinera business, the total weight of the former<br>Infinera’s inflows is estimated based on revenue share.<br>Weight of product take-back has been included in the metric,<br>and calculated based on hardware unit volumes and weight<br>per unit.<br>The weight of secondary reused or recycled components,<br>products and materials<br>The weight of secondary components, products and materials<br>includes recycled content in products and products<br>packaging, as well as product take-back. The weight of<br>recycled content in products covers Nokia-designed<br>mechanical parts used in our products. Data is collected from<br>Nokia’s largest mechanical parts suppliers, representing over<br>80% of relevant business spend of Mobile Networks and Network<br>Infrastructure business groups. Similarly, data on recycled<br>polycarbonate plastics content in products and recycled content<br>in Nokia-designed product packaging is collected from suppliers.<br>Product take-back is calculated based on hardware unit volumes<br>and weight per unit.<br>The share is calculated based on the weight of secondary<br>components, products, and materials, compared to the reported<br>total weight of products, technical materials, and biological<br>materials.<br>As this is the first year that this data is collected and reported,<br>Nokia acknowledges a degree of uncertainty, as well as some<br>limitations, in its ability to collect data and validate the accuracy<br>of the weight-related information obtained from third parties.<br>Recycled content in mechanical part source materials (target)<br>Reported data covers Nokia-designed mechanical parts used in<br>its products. Any ancillaries, such as cables, kits, fasteners, and<br>attachments that are external to Nokia products, are out of<br>scope.<br>Data is collected from Nokia’s largest mechanical parts suppliers,<br>representing over 80% of relevant business spend of Mobile<br>Networks and Network Infrastructure business groups. Data is<br>reported once a year by suppliers for aluminum, steel and<br>copper. Recycled materials content share is reported per metal<br>for aluminum, steel, and copper, and adjusted to the spend<br>coverage of the respective suppliers. Similarly, data on recycled<br>polycarbonate plastics content is collected from suppliers.<br>Recycled content in product packaging (target)<br>Recycled content in product packaging data is collected from the<br>largest suppliers, covering the majority of the Nokia Group.<br>Resource outflows<br>Nokia’s key products are telecommunication network products,<br>where the availability of service is mission-critical.<br>Product durability<br>Circular principles such as reliability, product lifetime and<br>serviceability, are historically inherent to technical design<br>requirements for each product. Redeploying products after<br>their initial use, as well as repairing and re-stocking as spares<br>is standard practice for field-replaceable units. Regarding<br>the expected durability of the products placed on the<br>market, there is no industry average of each product group<br>in the telecommunication industry. Nokia products are<br>designed to meet customer expectations in terms of<br>durability, when used under specified conditions, including<br>maintenance and repair.<br>Product repairability<br>Regarding the repairability of products, there is no<br>established rating system within Nokia. Most of Nokia’s<br>products can be restored to their intended functionality by<br>replacing field-replaceable parts, or by subjecting the<br>product (or its replaceable components) to specialized repair<br>procedures.<br>Recyclable content in products and their packaging<br>The rates of recyclable content in products and their<br>packaging has been calculated based on the material<br>composition of key products and packaging. The overall<br>recyclability rate is presented separately for products and<br>packaging, as the average of the recyclable content of<br>products and packaging weighted by units delivered during<br>the reporting year and unit weight of those products and<br>their packaging.<br>Recyclability of each material used in products and packaging<br>was assessed based on potential estimated recyclability rate<br>of each material separately. Additionally, recyclability rate of<br>Printed Wiring Board (“PWB”) assemblies has been estimated<br>based on the average metal content. The actual recycling<br>rates are not considered in these estimates.<br>Materials used in products and packaging<br>Estimated recyclability<br>rate<br>Steel 100 %<br>Stainless steel 100 %<br>Aluminum & alloys 100 %<br>Copper & alloys 100 %<br>Other metals 100 %<br>Polymerics 70 %<br>PWB assembles 22 %<br>Packaging paper-based 100 %<br>Packaging plastics-based 90 %<br>Packaging wood-based 100 %<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>132 Nokia in 2025 | |
| --- | |
| Waste<br>Total waste generated, own operations<br>Waste generated in own operations covers Nokia’s own and<br>leased offices, as well as R&D and manufacturing facilities.<br>Additionally, waste from own operations includes scrapped<br>materials and related packaging from Nokia’s main<br>distribution centers (HUBs), electronic waste from Nokia<br>product repair operations conducted by Nokia and external<br>repair partners, as well as hardware product take-back.<br>Waste breakdown is presented by recovery operation or<br>waste treatment types. Waste diverted from disposal includes<br>waste that has either been reused, recycled, or the energy of<br>which has been utilized. The composting of biowaste is<br>recorded under “recycling”. Waste directed to disposal has<br>either been sent to a landfill, or incinerated without energy<br>recovery. The actual waste treatment is always done<br>according to local legal requirements.<br>Nokia also classifies waste by non-hazardous waste and<br>hazardous waste. The definitions for what is reported under<br>hazardous and non-hazardous waste have been set on a<br>global level, to simplify corporate reporting. For example, all<br>discarded batteries and electric and electronic waste (WEEE)<br>are reported globally under “hazardous waste”, although only<br>certain sub-categories of WEEE are defined as “hazardous” in<br>national legislation applicable around the world. The following<br>categories are categorized as “hazardous”: batteries, lamps &<br>bulbs, solvents, adhesives, paints and liquids, solder and<br>WEEE. Hazardous waste requires special handling procedures<br>as prescribed, mandated, and/or regulated by the country in<br>which the waste is being generated and/or the country to<br>which it is being shipped for final disposition. Non-hazardous<br>waste includes common items like paper, cardboard, plastic<br>packaging, glass, metal, wood and organic food waste<br>generated in Nokia’s facilities.<br>Data for waste consumption in Nokia’s facilities is typically<br>collected from facility-level responders, obtained from<br>invoices or metered data. For facilities with no data<br>availability, usage of data is estimated with data gap<br>corrections or by employing annual intensity factors based on<br>kg/m2<br>, as calculated from the reporting sites, thereby<br>accounting for 100% of Nokia facilities. Subleased areas are<br>not covered in the facility data.<br>Reported weight diverted from disposal or directed to disposal<br>from product take-back operations, main distribution centers<br>and product repair operations is collected from the recyclers.<br>Waste generated at our facilities is handled directly by vendors,<br>landlords of such facilities and local authorities. As described in<br>the General information, ‘Basis for preparation’ section,<br>processes and internal controls are implemented at various levels<br>of the organization with the view of minimizing uncertainties and<br>maintaining transparency. However, there is still some degree of<br>uncertainty and some inherent limitations in collecting accurate<br>information, especially information related to waste. Where<br>specific weights are not available, estimation and extrapolation<br>methods are used, to ensure maximum coverage.<br>In order to cover unknown, potential data gaps, as well as<br>uncertainties in data quality, a 2% potential data gap for Nokia<br>continuing operations was estimated and +2% group-level-adjustment addition was included into the waste data collected<br>and estimated on the site-level. The estimated waste amount<br>reflects the same proportion of hazardous and non-hazardous<br>waste, as well as a proportion of waste diverted from, and<br>directed to disposal as the total waste prior to the adjustment.<br>Waste circularity rate (target)<br>The circularity rate target and metric includes waste from<br>Nokia’s offices, labs, manufacturing, site installation, product<br>take-back and final-assembly suppliers waste allocated to Nokia.<br>The equation for calculating circularity: Circularity = Utilization/<br>all waste generated (utilization + waste disposal), where:<br> ▪ Waste utilization (circularity) covers are: Reuse, Recycle and<br>Incineration with energy recovery; and<br> ▪ Waste disposal covers: Landfill and Incineration without<br>energy recovery.<br>The final assembly suppliers provide the data of the waste<br>allocated to Nokia from these suppliers.<br>Site installation waste includes Mobile Networks business group’s<br>radio sites and a minor portion of Networks Infrastructure<br>business group’s installation sites. This data covers sites<br>exclusively managed by Nokia, with the majority of the<br>installation services delivered by Nokia’s subcontractors.<br>Due to the large number of site installations per year, and<br>primary data being available only for a limited number of<br>sites, site installation waste data is based on data received<br>from Nokia’s subcontractors, actual site installation volumes,<br>as well as estimations and aggregation of waste generated by<br>specific model sites deployed per region. Nokia calculates<br>regional site waste and aggregates the data at Nokia Group<br>level. Nokia continuously strives to improve tracking,<br>measurement and reporting of site installation waste. This<br>year the focus was on engaging with local service vendors to<br>understand their in-country waste management practices<br>and used these insights to further improve Nokia’s site<br>installation waste management framework.<br>While the reported site installation waste does not yet cover<br>Networks Infrastructure business group’s waste data<br>associated with equipment installations in 2025, the<br>methodology and process have been established during the<br>year, with a plan to improve data availability and coverage for<br>future years.<br>Water use<br>Although Nokia determined in its double materiality<br>assessment that Water and marine resources (ESRS E3) do<br>not meet the defined materiality thresholds, selected water-related metrics are included in this Sustainability Statement,<br>as presented in the disclosure tables of this section. By<br>providing this data, Nokia aims to offer a more complete<br>picture of its environmental management efforts and<br>monitoring of environmental performance, acknowledging<br>potential stakeholder interest in water-related data. This<br>disclosure does not represent a change in the materiality<br>assessment for water and marine resources.<br>Water data covers withdrawal of water from municipal<br>sources and recycled/reused water used in Nokia’s facilities.<br>Water use data is typically collected from facility-level<br>responders, obtained from invoices or metered data. For<br>facilities with no data availability, the data is estimated with<br>data gap corrections, or employing annual intensity factors<br>based on m3/m2 (water), as calculated from the reporting<br>sites, thereby accounting for 100% of Nokia facilities.<br>Subleased areas are not covered in the facility data. ESRS<br>E3-4.28 a and c are applied to disclose the metrics.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>133 Nokia in 2025 | |
| --- | |
| Disclosure under the European Union<br>Taxonomy Regulation<br>The EU Taxonomy Regulation was introduced to establish a<br>common classification system for environmentally sustainable<br>economic activities on the basis of defined objectives and<br>technical screening criteria.<br>By clearly defining which activities can be considered<br>sustainable within a certain sector, the EU Taxonomy seeks to<br>incentivize and encourage businesses to launch new activities or<br>to extend or upgrade existing ones so that they meet certain<br>objectives of the European Green Deal. The environmental<br>objectives listed by the regulation are:<br>1. Climate change mitigation<br>2. Climate change adaptation<br>3. Sustainable use and protection of water and marine resources<br>4. The transition to a circular economy<br>5. Pollution prevention and control<br>6. Protection and restoration of biodiversity and ecosystems<br>As a company subject to the EU Taxonomy Regulation, including<br>the related delegated acts and their annexes, as amended,<br>Nokia discloses the amount and share of its turnover (net sales)<br>derived from, and capital expenditure and operating<br>expenditure associated with, economic activities that are EU<br>Taxonomy-eligible or taxonomy-aligned.<br>Disclosure requirements for the reporting year<br>Nokia reports the share of its activities that are eligible and<br>whether they are aligned with the EU Taxonomy. ‘Eligible,’ in this<br>context, refers to economic activities that are recognized by the<br>EU Taxonomy Regulation. Also, to claim ‘alignment’ with the<br>current version of the EU Taxonomy, an economic activity needs<br>to demonstrably comply with all of the following requirements:<br>a) the activity contributes substantially to at least one of the six<br>environmental objectives.<br>b) the activity does not significantly harm any of the other<br>environmental objectives.<br>c) the activity is carried out in compliance with certain social<br>and governance minimum safeguards.<br>Nokia’s business activities and the EU<br>Taxonomy<br>The EU Taxonomy and its technical screening criteria have been<br>evolving since they were first released during 2021. Not all<br>sectors and economic activities have been recognized yet in the<br>taxonomy and its screening criteria. The telecommunications<br>sector is one of the sectors which has not been specifically<br>recognized in the EU Taxonomy sectors or economic activities.<br>However, Nokia’s economic activities are currently relevant to<br>activities within objective 1 (climate change mitigation),<br>objective 4 (the transition to a circular economy) and objective 5<br>(pollution prevention and control) of the EU Taxonomy<br>Regulation.<br>Nokia has conducted an analysis mapping its activities to the EU<br>Taxonomy. From the activities included in the EU Taxonomy<br>Regulation, Nokia has identified the following taxonomy-eligible<br>activities corresponding to turnover (net sales), capital<br>expenditure or R&D operating expenditure, as relevant for<br>Nokia:<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>134 Nokia in 2025 | |
| --- | |
| Objective 1: Climate change mitigation<br>Economic activity Description of Nokia's economic activities<br>6.5. Transport by<br>motorbikes, passenger<br>cars and light<br>commercial vehicles<br>Purchase and leasing of electric and hybrid<br>vehicles. Refer to the “Individually eligible<br>capital expenditure (CapEx) and operating<br>expenditure (OpEx)” section below for<br>further information.<br>7.3. Installation,<br>maintenance and<br>repair of energy<br>efficiency equipment<br>Individual renovation measures consisting<br>of Installation, maintenance or repair of<br>energy efficiency equipment.<br>8.2. Data-driven<br>solutions for GHG<br>emissions reductions<br>Development or use of ICT solutions that<br>are aimed at collecting, transmitting and<br>storing data and at its modeling and use<br>where those activities are predominantly<br>aimed at the provision of data and analytics<br>enabling GHG emission reductions. Under<br>this activity, Nokia considers only data-driven solutions ‘predominantly’ designed<br>or developed for GHG emission reduction<br>which are designed and sold separately.<br>9.1. Close to market<br>research, development<br>and innovation<br>Research, applied research and<br>experimental development of solutions,<br>processes, technologies, business models<br>and other products dedicated to the<br>reduction, avoidance or removal of GHG<br>emissions (RD&I) for which the ability to<br>reduce, remove or avoid GHG emissions in<br>the target economic activities has at least<br>been demonstrated in a relevant<br>environment, corresponding to at least<br>Technology Readiness Level 6.<br>Objective 4: The transition to a circular economy<br>Economic activity Description of Nokia's economic activities<br>1.2. Manufacture of<br>electrical and<br>electronic equipment<br>Manufacture (and sale), including<br>subcontracted manufacture, of electrical<br>and electronic equipment. This covers a<br>major part of Nokia’s hardware portfolio<br>and embedded software.<br>4.1. Provision of IT/OT<br>data-driven solutions<br>Manufacture (and sale), development,<br>installation, deployment, maintenance,<br>repair or professional services, including<br>technical consulting for design or<br>monitoring of software and information<br>technology (IT) or operational technology<br>(OT) systems built for the purpose of<br>remote monitoring and predictive<br>maintenance, design and engineering<br>software supporting the eco-design of<br>products, equipment, and infrastructure<br>and lifecycle performance management<br>software.<br>5.1. Repair,<br>refurbishment and<br>remanufacturing<br>Activities related to repair, and<br>refurbishment of telecom equipment that<br>has previously been used for its intended<br>purpose.<br>5.2. Sale of spare<br>parts<br>Sale of spare parts disclosed in this activity<br>to the extent sold separately as spare parts<br>and reported separately from the scope of<br>activities covered under ‘1.2. Manufacture<br>of electrical and electronic equipment.’<br>5.4. Sale of second-hand goods<br>Sale of second-hand goods that have<br>previously been used for their intended<br>purpose, possibly after repair, or<br>refurbishment, and to the extent<br>separately reported in Nokia’s reporting<br>system from the scope of activities covered<br>under ‘1.2. Manufacture of electrical and<br>electronic equipment’.<br>Objective 5: Pollution prevention and control<br>Economic activity Description of Nokia's economic activities<br>2.4. Remediation of<br>contaminated sites<br>and areas<br>Expenditure incurred in decontamination or<br>remediation of contaminated sites and<br>areas.<br>Based on Nokia’s eligibility assessment, activity ‘1.2.<br>Manufacture of electrical and electronic equipment’ covers the<br>majority of Nokia’s economic activities, since most of its<br>hardware portfolio and embedded software are eligible within<br>the description of the said activity. This activity includes own<br>and subcontracted manufacturing, as per the EU Taxonomy<br>Regulation.<br>Based on the above assessment of Nokia’s business portfolio<br>for 2025:<br> ▪ Taxonomy-eligible turnover accounted for 60% (2024: 57%)<br>of total turnover. This translates to EUR 11 842 million<br>(2024: EUR 11 010 million) in taxonomy-eligible turnover.<br> ▪ Taxonomy-eligible capital expenditure accounted for 14%<br>(2024: 38%) of total capital expenditure. This translates to<br>EUR 325 million (2024: EUR 237 million) in taxonomy-eligible<br>capital expenditure.<br> ▪ Taxonomy-eligible operating expenditure accounted for<br>64% (2024: 66%) of total operating expenditure. This<br>translates to EUR 2 800 million (2024: EUR 2 662 million) in<br>taxonomy-eligible operating expenditure.<br>Currently the telecommunications sector is not yet specifically<br>addressed as such in the EU Taxonomy and, therefore, the<br>positive impact (handprint) of connectivity and digitalization in<br>relation to sustainability is not recognized. Nokia’s connectivity<br>and digitalization solutions enable efficiencies in - and the<br>sustainable transformation of - other industries, with an<br>important role as an enabler of decarbonization. Nokia<br>resolutely supports the ambitious environmental goals set by<br>the EU and continues to advocate for future work on the EU<br>Taxonomy to recognize the positive impact that connectivity<br>and digitalization, including technologies such as 5G and other<br>advanced communications technologies, may have on the six<br>environmental objectives of the EU Taxonomy Regulation.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>135 Nokia in 2025 | |
| --- | |
| Individually eligible capital expenditure (CapEx)<br>and operating expenditure (OpEx)<br>Nokia has considered CapEx and OpEx arising from certain<br>individual investments that enable related activities to either<br>improve energy efficiency, become low-carbon, or lead to<br>greenhouse gas reductions, and that meet the description of<br>the corresponding economic activity in the EU Taxonomy<br>Regulation.<br>Nokia identified individually eligible CapEx under the activity<br> ‘6.5. Transport by motorbikes, passenger cars and light<br>commercial vehicles’. No CapEx incurred under the activity ‘7.3.<br>Installation, maintenance and repair of energy efficiency<br>equipment’ (within objective 1) was identified in 2025, but<br>monitoring of such incurred expenditure continues.<br>CapEx is reported as eligible under these activities to the extent<br>that the identified assets enable the activities to become low-carbon, or to lead to greenhouse gas reductions. Examples of<br>such CapEx include equipment for energy efficiency of buildings<br>on company premises, e.g. the replacement of automation<br>systems and electric equipment, as well as electric and hybrid<br>vehicle leases.<br>Nokia has identified individually eligible OpEx in activities ‘9.1.<br>Close to market research, development and innovation’ (within<br>objective 1) and ‘2.4. Remediation of contaminated sites and<br>areas’ (within objective 5).<br>Refer to the section ‘Nokia’s business activities and the EU<br>Taxonomy’ for a description of these activities.<br>Alignment assessment<br>Alignment assessment has been conducted for all the<br>taxonomy-eligible activities under environmental objectives 1<br>through 6 as per the EU Taxonomy regulations. This includes<br>assessment of ‘Substantial contribution criteria’ followed by<br>assessment of ‘Does Not Significantly Harm (DNSH) criteria’ for<br>activities which comply with substantial contribution criteria.<br>The wording and terminology used in the EU Taxonomy are still<br>subject to some interpretation uncertainty, which could lead to<br>changes in the reporting as and when clarified by the EU.<br>Ultimately, there is a risk that the assessment presented as<br>taxonomy-aligned would need to be concluded differently. In<br>addition, the application of the EU Taxonomy to sites outside<br>the EU leads to particular challenges due to the existence of<br>local, possibly diverging, legislation.<br>Where uncertainty exists with regard to how to interpret or<br>apply any criteria in an economic activity, the relevant activity is<br>assessed as ‘not Taxonomy-aligned activities’. In such cases,<br>Nokia continues to monitor future developments and to update<br>its approach as appropriate.<br>Substantial contribution criteria<br>Based on the alignment assessment conducted for taxonomy-eligible activities, alignment criteria are met for the economic<br>activity ‘5.1. Repair, refurbishment and remanufacturing’ (within<br>objective 4). Hence, this has been reported as’ Taxonomy-aligned’. All other activities are reported as ‘not Taxonomy-aligned activities’ in the disclosure tables given. The alignment<br>assessment of key taxonomy-eligible activities carried out by<br>Nokia is described below:<br>Objective 1:<br>6.5. Transport by motorbikes, passenger cars and light<br>commercial vehicles: The substantial contribution criteria for<br>this economic activity with respect to electric and hybrid vehicle<br>leases are met for the specified thresholds and conditions.<br>DNSH criteria include conditions related to circularity, waste<br>management, emission type approvals and external rolling noise<br>requirements. Most of these criteria are beyond Nokia’s control<br>or access, and hence, Nokia considers this economic activity as<br> ‘not Taxonomy-aligned activities’.<br>Objective 4:<br>1.2. Manufacture of electrical and electronic equipment: The<br>substantial contribution criteria for this economic activity<br>require that the respective manufacturing electrical and<br>electronic equipment needs to comply with all the conditions<br>listed within the following topics: design for long lifetime, design<br>for repair and guarantee, design for reuse and remanufacturing,<br>design for dismantling, design for recallability, proactive<br>substitution of hazardous substances, information to<br>customers and producer responsibility.<br>While Nokia complies with many of the sub-criteria stated<br>therein, not all required conditions for substantial contribution<br>are met. Hence, alignment cannot be reached for this economic<br>activity, leading to it being classified as ‘not Taxonomy-aligned<br>activity’.<br>4.1. Provision of IT/OT data-driven solutions: This economic<br>activity includes manufacture (and sale), development,<br>installation, deployment, maintenance, repair or professional<br>services, including technical consulting for design or monitoring<br>of IT/OT data-driven solutions that provide the capabilities listed<br>in the EU Taxonomy regulation for software specified therein.<br>While Nokia complies with many of the sub-criteria stated<br>therein, not all required conditions for substantial contribution<br>are met at the moment. Hence, alignment cannot be reached<br>for this economic activity and this is classified as ‘not<br>Taxonomy-aligned activity’.<br>5.1. Repair, refurbishment and remanufacturing: This activity<br>contributes to extending the lifetime of products by repairing,<br>refurbishing or remanufacturing products that have already<br>been used for their intended purpose by a customer. The<br>criteria within this activity also require the implementation of a<br>waste management plan and it being publicly available whereby<br>a product’s materials, particularly critical raw materials, and<br>components are reused, recycled or disposed of in accordance<br>with applicable European Union and national legislation.<br>Nokia’s key products are telecommunication network products,<br>where the availability of service is mission critical. Circular<br>principles such as reliability, product lifetime and serviceability<br>are historically inherent to technical design requirements for<br>each product. Redeploying products after their initial use, as<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>136 Nokia in 2025 | |
| --- | |
| well as repairing and re-stocking as spares, is standard practice<br>for field-replaceable units.<br>Nokia’s business groups have repair facilities. The business<br>groups’ aim is to add as much circularity into the supply chain as<br>possible via repair and refurbished products. For further<br>information, refer to the ‘Waste management’ section within<br>Resource use and circular economy (ESRS E5).<br>Nokia’s business groups have conducted a comprehensive<br>assessment of the above criteria within 5.1. economic activity<br>and involved subject matter experts from repairing facilities<br>before coming to a conclusion. On the basis of the information<br>provided above and the assessment conducted, it is concluded<br>that this economic activity meets the ‘Substantial contribution<br>criteria’ as per the EU Taxonomy regulation. Assessment of<br>DNSH criteria for this economic activity is included in a<br>subsequent section.<br>Objective 5:<br>2.4. Remediation of contaminated sites and area: the<br> ‘Substantial contribution’ criteria for this activity require that<br>the relevant contaminants are removed, controlled, contained<br>or diminished using mechanical, chemical, biological or other<br>methods so that the contaminated area no longer poses any<br>significant risk of adversely affecting human health and the<br>environment. The specific remediation and monitoring plan is to<br>be approved by the competent authority, as per national legal<br>requirements.<br>Complete information to assess all the criteria is not available<br>within Nokia. This is due to the fact that most of these sites are<br>outside the EU, which creates the challenge of having to<br>translate EU standards or regulations for a non-EU context. In<br>the absence of such information, this economic activity is<br>classified as ‘not Taxonomy-aligned activity’.<br>Does Not Significantly Harm (DNSH) Assessment<br>The DNSH criteria assessment was conducted for the economic<br>activity ‘5.1. Repair, refurbishment and remanufacturing’ (within<br>objective 4) on the basis of the substantial contribution criteria<br>assessment carried out as above.<br>Nokia’s assessment confirmed that it met DNSH criteria for the<br>said economic activity. Below, Nokia sets out its interpretation<br>and describes the analysis it has used to examine whether there<br>was any significant harm to the other environmental objectives:<br>i. Climate change mitigation<br>As per the EU Taxonomy Regulation, where the economic<br>activity involves on-site generation to heat/cool, or involves co-generation, including power, the direct greenhouse gas (GHG)<br>emissions of the activity should be lower than the prescribed<br>limits.<br>An evaluation was conducted at the respective repairing facility<br>and the conclusion was reached that the direct GHG emissions<br>involving on-site generation of heat, cooling, or power are less<br>than the prescribed limits.<br>ii. Climate change adaptation<br>There are general criteria specified within the EU Taxonomy<br>Regulation for DNSH to climate change adaptation. These<br>include performing a robust climate risk and vulnerability<br>assessment, including implementing adaptation solutions, which<br>minimizes the impact of material physical climate risks to the<br>economic activity.<br>Nokia’s climate-based DNSH assessment relies on the Shared<br>Socio-economic Pathway (SSP3-7.0) scenario for physical risks<br>assessment, as being the current likely worst-case scenario<br>based on Intergovernmental Panel on Climate Change (IPCC)<br>Sixth Assessment Report considering the climate actions<br>already taken to limit global warming. The assessment is<br>described in the section ‘Climate change (E1)’.<br>iii. Sustainable use and protection of water and marine<br>resources<br>Nokia evaluated its economic activities with respect to the<br>Generic Criteria for DNSH to sustainable use and protection of<br>water and marine resources looking at the three following<br>criteria: preserving water quality, avoiding water stress, and an<br>environmental compatibility assessment (Environmental Impact<br>Assessment or comparable process).<br>Nokia based its analysis primarily on ISO 14001 certificates,<br>information from site approvals and other external data sources<br>related to sites with a high-risk exposure.<br>iv. Pollution prevention and control<br>The Generic Criteria for DNSH to Pollution prevention and<br>control regarding the use and presence of chemicals specify<br>that the economic activity should not lead to the<br>manufacturing, placing on the market or use of certain specified<br>substances. The repairing activity should further comply with<br>the relevant rules and regulations on the restriction of the use<br>of hazardous substances. Nokia assessed that its operating<br>standards are aligned with the criteria mentioned above and<br>minimize the use and presence of specified chemicals and use<br>of hazardous substances.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>137 Nokia in 2025 | |
| --- | |
| Minimum Safeguards<br>The minimum safeguards consist of: the OECD Guidelines for Multinational Enterprises (OECD Guidelines for MNE), the United Nations<br>Guiding Principles on Business and Human Rights (UNGP), the Fundamental Conventions of the International Labour Organization (ILO)<br>and the International Bill of Human Rights. Nokia applies these minimum safeguards throughout its business activities, processes and<br>policies to ensure compliance and a proactive and constructive approach to risk identification and management in the areas listed in the<br>table hereunder. Related assessments confirm that Nokia meets the requirements of the minimum safeguards during the financial year.<br>Based on the assessment on the Taxonomy-alignment for 2025: ▪ Taxonomy-aligned turnover accounted for 3% (2024: 3%) of<br>total turnover. This translates to EUR 544 million (2024: EUR<br>552 million) as ‘Taxonomy-aligned’ turnover.<br> ▪ Taxonomy-aligned capital expenditure accounted for 0%<br>(2024: 0%) of total capital expenditure. This translates to<br>EUR 2 million (2024: EUR 1 million) as ‘Taxonomy-aligned’<br>capital expenditure.<br> ▪ Taxonomy-aligned operating expenditure accounted for 0%<br>(2024: 0%) of total operating expenditure. This translates to<br>EUR 0 million (2024: EUR 1 million) as ‘Taxonomy-aligned’<br>operating expenditure.<br>Changes in disclosures compared with the<br>previous financial year<br>The taxonomy-eligibility and alignment of Nokia’s business<br>portfolio was reviewed with respect to the economic activities<br>released up till now with no significant change identified to<br>Nokia’s assessment compared to the previous financial year.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>138 Nokia in 2025<br>Area Human rights Anti-corruption and Anti-bribery Taxation Fair competition<br>Measures and<br>evidence<br>Nokia has established an<br>adequate human rights due<br>diligence process as outlined in<br>the UNGPs and OECD Guidelines<br>for MNE. No breaches of labor law<br>or human rights have been found<br>at Nokia. Nokia engages regularly<br>with stakeholders and to the best<br>of Nokia’s knowledge, no cases or<br>allegations were brought against<br>Nokia by an OECD National<br>Contact Point or by the Business<br> & Human Right Centre within the<br>last two years.<br>Nokia has anti-corruption<br>and anti-bribery processes<br>in place. Nokia and its senior<br>management, including the<br>senior management of its<br>subsidiaries, have not been<br>finally convicted in court on<br>corruption charges.<br>Nokia treats tax governance<br>and compliance as<br>important elements of<br>oversight, and there are<br>adequate tax risk<br>management strategies and<br>process in place.<br>Nokia promotes employee<br>awareness of the<br>importance of compliance<br>with all applicable<br>competition laws and<br>regulations. Nokia and its<br>senior management,<br>including the senior<br>management of its<br>subsidiaries, has not been<br>finally convicted on violating<br>competition laws. | |
| --- | |
| Accounting policy for the taxonomy-related financial KPIs<br>Nokia’s taxonomy-eligible and taxonomy-aligned turnover (net sales), capital expenditure and operating expenditure for 2025 are shown in the following tables<br>Proportion of turnover (net sales) from products or services associated with Taxonomy-aligned economic activities — disclosure covering year 2025<br>Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')<br>Economic activities Code Turnover<br>Proportion<br>of Turnover,<br>2025<br>Climate change<br>mitigation (CCM)<br>Climate change<br>adaptation (CCA)<br>Water (WTR)<br>Pollution (PPC)<br>Circular economy<br>(CE)<br>Biodiversity (BIO)<br>Climate change<br>mitigation (CCM)<br>Climate change<br>adaptation (CCA)<br>Water (WTR)<br>Pollution (PPC)<br>Circular economy<br>(CE)<br>Biodiversity (BIO)<br>Minimum<br>safeguards<br>Taxonomy-aligned (A.1)<br>or eligible<br>(A.2)<br>proportion<br>of turnover,<br>2024<br>Category<br>'enabling<br>activity'<br>Category<br>'transitional<br>activity'<br>EURm %<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T<br>A. TAXONOMY-ELIGIBLE ACTIVITIES<br>A.1. Environmentally sustainable activities (Taxonomy-aligned)<br>5.1. Repair, refurbishment and remanufacturing CE 5.1 544 3% N N N N Y N Y Y Y Y Y Y Y 3 % E<br>Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) 544 3% — % — % — % — % 3 % — % — — — — — — — 3 %<br>Of which Enabling 544 3% — % — % — % — % 3 % — % — — — — — — — 3 % E<br>Of which Transitional — —% — % — — — — — — — — — — — — — % T<br>A.2. Taxonomy-Eligible but not environmentally sustainable activities<br>(not Taxonomy-aligned activities)<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>8.2. Data-driven solutions for GHG emissions reductions CCM 8.2 3 0% EL N/EL N/EL N/EL N/EL N/EL — — — — — — — 0 % — —<br>1.2. Manufacture of electrical and electronic equipment CE 1.2 11 094 57% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 52 % — —<br>4.1. Provision of IT/OT data-driven solutions CE 4.1 74 0% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 2 % — —<br>5.1. Repair, refurbishment and remanufacturing CE 5.1 71 0% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 0 % — —<br>5.2. Sale of spare parts CE 5.2 41 0% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 0 % — —<br>5.4. Sale of second-hand goods CE 5.4 15 0% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 0 % — —<br>Turnover of Taxonomy-Eligible but not environmentally<br>sustainable activities (not Taxonomy-aligned activities) (A.2) 11 298 57% 0 % — % — % — % 57 % — % — — — — — — — 54 % — —<br>A. Turnover of Taxonomy-eligible activities (A.1+A.2) 11 842 60% 0 % — % — % — % 60 % — % — — — — — — — 57 % — —<br>B. TAXONOMY-NON-ELIGIBLE ACTIVITIES<br>Turnover of Taxonomy-non-eligible activities (B) 8 047 40%<br>Total (A+B) 19 889 100%<br>Y - Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N - No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental<br>objective; EL - Taxonomy eligible activity for the relevant objective; N/EL – not eligible, Taxonomy non-eligible activity for the relevant environmental objective<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>139 Nokia in 2025 | |
| --- | |
| Proportion of capital expenditure (CapEx) from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2025<br>Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')<br>Economic activities Code CapEx<br>Proportion<br>of CapEx,<br>2025<br>Climate change<br>mitigation (CCM)<br>Climate change<br>adaptation (CCA)<br>Water (WTR)<br>Pollution (PPC)<br>Circular economy<br>(CE)<br>Biodiversity (BIO)<br>Climate change<br>mitigation (CCM)<br>Climate change<br>adaptation (CCA)<br>Water (WTR)<br>Pollution (PPC)<br>Circular economy<br>(CE)<br>Biodiversity (BIO)<br>Minimum<br>safeguards<br>Taxonomy-aligned (A.1)<br>or eligible<br>(A.2)<br>proportion<br>of CapEx,<br>2024<br>Category<br>'enabling<br>activity'<br>Category<br>'transitional<br>activity'<br>EURm %<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T<br>A. TAXONOMY-ELIGIBLE ACTIVITIES<br>A.1. Environmentally sustainable activities (Taxonomy-aligned)<br>5.1. Repair, refurbishment and remanufacturing CE 5.1 2 0% N N N N Y N Y Y Y Y Y Y Y 0 % E<br>CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) 2 0% — % — % — % — % 0 % — % — — — — — — — 0 %<br>Of which Enabling 2 0% — % — % — % — % 0 % — % — — — — — — — 0 % E<br>Of which Transitional — —% — % — — — — — — — — — — — — — % T<br>A.2. Taxonomy-Eligible but not environmentally sustainable activities<br>(not Taxonomy-aligned activities)<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>6.5. Transport by motorbikes, passenger cars and light commercial<br>vehicles CCM 6.5 32 2% EL N/EL N/EL N/EL N/EL N/EL — — — — — — — 5 % — —<br>7.3. Installation, maintenance and repair of energy efficiency<br>equipment CCM 7.3 — —% EL N/EL N/EL N/EL N/EL N/EL — — — — — — — 0 % — —<br>1.2. Manufacture of electrical and electronic equipment CE 1.2 290 12% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 32 % — —<br>4.1. Provision of IT/OT data-driven solutions CE 4.1 1 0% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 1 % — —<br>5.1. Repair, refurbishment and remanufacturing CE 5.1 — —% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 0 % — —<br>CapEx of Taxonomy-Eligible but not environmentally<br>sustainable activities (not Taxonomy-aligned activities) (A.2) 323 14% 2 % — % — % — % 12 % — % — — — — — — — 38 % — —<br>A. CapEx of Taxonomy-eligible activities (A.1+A.2) 325 14% 2 % — % — % — % 12 % — % — — — — — — — 38 % — —<br>B. TAXONOMY-NON-ELIGIBLE ACTIVITIES<br>CapEx of Taxonomy-non-eligible activities (B) 2 068 86%<br>Total (A+B) 2 393 100%<br>Y - Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N - No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental<br>objective; EL - Taxonomy eligible activity for the relevant objective; N/EL – not eligible, Taxonomy non-eligible activity for the relevant environmental objective<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>140 Nokia in 2025 | |
| --- | |
| Proportion of operating expenditure (OpEx) from products or services associated with Taxonomy-aligned economic activities - disclosure covering year 2025<br>Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')<br>Economic activities Code OpEx<br>Proportion<br>of OpEx,<br>2025<br>Climate change<br>mitigation (CCM)<br>Climate change<br>adaptation (CCA)<br>Water (WTR)<br>Pollution (PPC)<br>Circular economy<br>(CE)<br>Biodiversity (BIO)<br>Climate change<br>mitigation (CCM)<br>Climate change<br>adaptation (CCA)<br>Water (WTR)<br>Pollution (PPC)<br>Circular economy<br>(CE)<br>Biodiversity (BIO)<br>Minimum<br>safeguards<br>Taxonomy-aligned (A.1)<br>or eligible<br>(A.2)<br>proportion<br>of OpEx,<br>2024<br>Category<br>'enabling<br>activity'<br>Category<br>'transitional<br>activity'<br>EURm %<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL<br>Y; N;<br>N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T<br>A. TAXONOMY-ELIGIBLE ACTIVITIES<br>A.1. Environmentally sustainable activities (Taxonomy-aligned)<br>5.1. Repair, refurbishment and remanufacturing CE 5.1 — —% N N N N Y N Y Y Y Y Y Y Y 0 % E<br>OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) — —% — % — % — % — % — % — % — — — — — — — 0 %<br>Of which Enabling — —% — % — % — % — % — % — % — — — — — — — 0 % E<br>Of which Transitional — —% — % — — — — — — — — — — — — 0 % T<br>A.2. Taxonomy-Eligible but not environmentally sustainable activities<br>(not Taxonomy-aligned activities)<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>EL; N/<br>EL<br>9.1. Close to market research, development and innovation CCM 9.1 11 0% EL N/EL N/EL N/EL N/EL N/EL — — — — — — — 0 % — —<br>1.2. Manufacture of electrical and electronic equipment CE 1.2 2 733 63% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 63 % — —<br>4.1. Provision of IT/OT data-driven solutions CE 4.1 49 1% N/EL N/EL N/EL N/EL EL N/EL — — — — — — — 3 % — —<br>2.4. Remediation of contaminated sites and area PPC 2.4 7 0% N/EL N/EL N/EL EL N/EL N/EL — — — — — — — 0 % — —<br>OpEx of Taxonomy-Eligible but not environmentally sustainable<br>activities (not Taxonomy-aligned activities) (A.2) 2 800 64% 0 % — % — % 0 % 64 % — % — — — — — — — 66 % — —<br>A. OpEx of Taxonomy-eligible activities (A.1+A.2) 2 800 64% 0 % — % — % 0 % 64 % — % — — — — — — — 66 % — —<br>B. TAXONOMY-NON-ELIGIBLE ACTIVITIES<br>OpEx of Taxonomy-non-eligible activities (B) 1 539 36%<br>Total (A+B) 4 339 100%<br>Y - Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective; N - No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental<br>objective; EL - Taxonomy eligible activity for the relevant objective; N/EL – not eligible, Taxonomy non-eligible activity for the relevant environmental objective<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>141 Nokia in 2025 | |
| --- | |
| Standard templates for the disclosure referred to in Article<br>8(6) and (7) of the Delegated Regulation (EU) 2021/2178<br>S. No. Nuclear and fossil gas related activities<br>Nokia’s<br>assessment<br>(YES/NO)<br>Nuclear energy related activities<br>1 The undertaking carries out, funds or has<br>exposures to research, development,<br>demonstration and deployment of innovative<br>electricity generation facilities that produce<br>energy from nuclear processes with minimal<br>waste from the fuel cycle.<br>NO<br>2 The undertaking carries out, funds or has<br>exposures to construction and safe operation of<br>new nuclear installations to produce electricity or<br>process heat, including for the purposes of<br>district heating or industrial processes such as<br>hydrogen production, as well as their safety<br>upgrades, using best available technologies.<br>NO<br>3 The undertaking carries out, funds or has<br>exposures to safe operation of existing nuclear<br>installations that produce electricity or process<br>heat, including for the purposes of district<br>heating or industrial processes such as hydrogen<br>production from nuclear energy, as well as their<br>safety upgrades.<br>NO<br>Fossil gas related activities<br>4 The undertaking carries out, funds or has<br>exposures to construction or operation of<br>electricity generation facilities that produce<br>electricity using fossil gaseous fuels.<br>NO<br>5 The undertaking carries out, funds or has<br>exposures to construction, refurbishment, and<br>operation of combined heat/cool and power<br>generation facilities using fossil gaseous fuels.<br>NO<br>6 The undertaking carries out, funds or has<br>exposures to construction, refurbishment and<br>operation of heat generation facilities that<br>produce heat/cool using fossil gaseous fuels.<br>NO<br>Reporting principles for metrics<br>This section explains how turnover (net sales), capital<br>expenditure and operating expenditure were determined and<br>allocated to the numerator; and the basis on which the<br>turnover (net sales), capital expenditure and operating<br>expenditure were calculated. Double counting has been<br>avoided in the allocation in the numerator of turnover, capital<br>expenditure and operating expenditure across economic<br>activities.<br>Turnover (net sales)<br>Taxonomy-eligible turnover (net sales) in the numerator<br>includes the aggregated amount of turnover (net sales) from<br>products and services associated with Nokia’s taxonomy-eligible economic activities. The denominator is the total<br>turnover (net sales) of Nokia as presented in the consolidated<br>income statement.<br>Capital expenditure<br>Taxonomy-eligible CapEx includes CapEx associated with<br>turnover (net sales) generating taxonomy-eligible economic<br>activities, as well as CapEx from activities that reduce GHG<br>emissions but are not directly generating turnover (net sales).<br>The denominator is the total amount of additions to<br>intangible assets, property, plant and equipment, and right-of-use assets during the financial year as presented in the<br>consolidated financial statements. This include additions to<br>tangible and intangible assets resulting from business<br>combinations, excluding goodwill. Additions are considered<br>before depreciation and amortization for the relevant<br>financial year. Total additions are presented in the notes to<br>the consolidated financial statements in Note 4.1. Goodwill<br>and intangible assets; Note 4.2. Property, plant and<br>equipment; and Note 4.3. Leases.<br>Operating expenditure<br>In assessing its taxonomy-eligible operating expenses, Nokia<br>includes in the numerator the direct research and<br>development expenses related to the products and services<br>associated with its taxonomy-eligible economic activities,<br>excluding depreciation, amortization and impairment costs.<br>The denominator consists of research and development<br>expenses as presented in the consolidated income<br>statement, excluding depreciation, amortization and<br>impairment costs.<br>The definition of operating expenses in the EU Taxonomy also<br>includes building renovation measures, short-term leases,<br>maintenance and repair, and any other direct expenditures<br>relating to the servicing of assets of property, plant and<br>equipment. As these expenses cannot be measured reliably,<br>they are excluded from reported operating expenses unless<br>the expenses are already included in the research and<br>development expenses.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>142 Nokia in 2025 | |
| --- | |
| Social<br>information<br>This section details Nokia's commitment to<br>social responsibility, covering how the<br>company manages own workforce, value<br>chain workers, affected communities, and<br>consumers- and end-users-related matters.<br>Own workforce (ESRS S1) 144<br>Workers in the value chain (ESRS S2) 152<br>Affected communities (ESRS S3) 159<br>Consumers and end-users (ESRS S4) 163<br>Nokia’s key performance indicators in 2025<br>Share of women out of total employees H&S Lost Time Incident Frequency Rate (LTIFR) for<br>Nokia own workforce, reduced year-on-year<br>23% 0.055 LTIFR (2024: 0.085)<br>Share of suppliers received a satisfactory<br>sustainability score in Nokia’s supplier<br>performance evaluations<br>Direct beneficiaries reached through social<br>digitalization projects<br>82% 829 953<br>Nokia’s key highlights in 2025<br>New leadership principles launched in 2025 and culture of learning<br>reinforced through introduction of new development tools<br>Received Binding Corporate Rules (BCRs) approval, demonstrating<br>commitment to data protection and privacy compliance<br>Conducted 788 supplier corporate responsibility audits and Ecovadis<br>assessments to mitigate labor rights risks and promote sustainable practices<br>in Nokia’s supply chain<br>Introduced a new Corporate Social Donation strategy, with 9 selected<br>initiatives and continued UN Women community programs with 8 initiatives<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>143 Nokia in 2025 | |
| --- | |
| Own workforce (ESRS S1)<br>Material impacts, risks and opportunities related to Own Workforce<br>The double materiality assessment resulted in the following sustainability sub-topics being assessed as material to Nokia: working conditions, equal treatment<br>and opportunities for all and other work-related rights of own workforce. The assessment covered own workforce, including both employees and non-employees. The following table illustrates the material impacts, risks and opportunities, as well as how Nokia manages those impacts, risks and opportunities.<br>Nokia’s approach to determining material impacts, risks and opportunities is described under the ‘General information’ section.<br>Working conditions:<br>Secure employment<br>Positive impact: Nokia’s innovative approach to staff development and<br>talent attraction has enabled it to act resiliently in the markets and renew<br>itself in ways that positively impacts its own workforce.<br>Negative impact: Restructurings and organizational changes negatively<br>impacting stability and job security.<br>Risk: Inability to attract, develop and retain a future-fit workforce with the<br>right skill set, and in the right locations, in a competitive job market, in a<br>rapidly changing technological environment, or during business<br>transformation.<br>Nokia is investing in measures that target the development of future-fit talent at a company and business group level,<br>focusing on critical skills, stretch assignments and exposure to different parts of the business through internal mobility<br>initiatives.<br>In instances when unavoidable business transformation negatively impacts its own workforce, consequences are<br>mitigated through measures such as re-skilling, redeployment support and severance packages, while continuing to honor<br>its long-standing commitment to engage with employee representatives through continued social dialogue and an<br>exchange of views with employee representatives, in line with applicable frameworks and established practices.<br>Working conditions:<br>Work-Life Balance<br>Positive impact: Nokia offers global paid family-related leave which<br>often exceeds local regulations to align with defined internal best<br>practices.<br>Nokia provides paid time off for holiday for all employees to be taken in each calendar year. In addition, other types of<br>leave, such as maternity, paternity, parental, adoption, sick leave and bereavement, are considered important. Nokia’s global<br>approach is to consider all sabbatical requests for between 3 and 6 months (after 4 years’ continuous employment) and 3<br>to 12 months (after 10 years’ continuous employment) subject to meeting business needs and local regulations regarding<br>sabbaticals.<br>Nokia’s Global Child Leave Policy is a minimum standard in all Nokia countries' leave of absence policies. It provides any Nokia<br>employee who becomes a parent, regardless of gender, with at least three months’ paid leave and the right to return to work up<br>to one year following the date of birth or adoption. With this, Nokia wants to enhance parents’ bonding with their children and to<br>drive a societal and mindset shift in fathers' rights too.<br>Nokia has a Flexible Working Standard Operating Procedure (SOP), which applies to all employees of the Nokia Group.<br>Working conditions:<br>Adequate wages<br>Risk: Increases in wages or changes in the related practices / regulations<br>resulting in increases in Nokia’s personnel-related costs.<br>Risk: Inability to attract, develop and retain a future-fit workforce with<br>the right skill set and in the right locations, in a competitive job<br>market, in a rapidly changing technological environment, or during<br>business transformation.<br>Nokia’s compensation and benefits programs contribute to its business success by balancing market competitiveness and<br>affordability, based on a total compensation approach. These are performance-driven (both on an individual and<br>company basis), flexible and fair. The key elements of Nokia’s compensation structures are annual base salary, incentive/<br>bonus programs, recognition programs and equity-based, long-term incentives.<br>Sub-topic Material impacts, risks and opportunities Management<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>144 Nokia in 2025 | |
| --- | |
| Sub-topic Material impacts, risks and opportunities Management<br>Equal treatment and<br>opportunities for all:<br>Gender equality and<br>equal pay for work of<br>equal value<br>Positive impact: Nokia has adopted gender equality and equal pay principles<br>for own employees.<br>As it recognizes how unique perspectives can build world class technology and drive its business forward when working<br>collaboratively, Nokia strives to create a culture of trust and belonging for all perspectives, genders, and ethnicities. Nokia aspires<br>to be more representative at large, so that its teams reflect the communities Nokia serves and the diverse world around it.<br>On an annual basis, Nokia analyzes the gender equality of its compensation practices and funds additional, focused salary<br>increases to remediate unexplained gender pay gaps. Nokia consistently investigates its policies and practices to address<br>decisions, customs and processes that might threaten a segment of its workforce unfairly. Nokia is committed to equal pay for<br>work that is of equal value.<br>Equal treatment and<br>opportunities for all:<br>Training and skills<br>development of own<br>workforce<br>Positive impact: Nokia offers extensive training and skills development<br>opportunities to its own workforce regarding knowledge and competence<br>development as an essential element of its business strategy, which allows<br>employees to maintain and enhance their skills.<br>Risk: Inability to attract, develop and retain a future-fit workforce with<br>the right skill set and in the right locations, in a competitive job market, in<br>a rapidly-changing technological environment, or during business<br>transformation.<br>Nokia has further invested in internal career path tools and resources to enable employees to access personalized guidance<br>on career growth choices. Nokia is investing in measures that target the development of its people at a company and business<br>group level, focusing on critical skills, stretch assignments and exposure to different parts of the business through internal<br>mobility initiatives.<br>Nokia business groups are responsible for identifying future skills and capabilities needs in order to keep up with innovation,<br>and evolving technology and business environments. Future-fit talent is a key enabler of Nokia’s business strategy and is<br>central to its approach to engaging, developing, and retaining its workforce.<br>Other work-related<br>rights: Privacy<br>Risk: The volume of and changes in global privacy laws, together with the<br>proliferation of AI-related workforce solutions, and increasing cyber threats,<br>exacerbates the risk of Nokia falling short of compliance requirements<br>leading to negative financial, reputational and regulatory consequences.<br>Nokia is committed to safeguarding the privacy of its workforce by adhering to internationally recognized privacy standards<br>and regulations. A central team of Privacy, Data and Cyber Regulatory experts conducts weekly horizon scanning to review<br>emerging legal requirements globally, and supports with implementation initiatives. AI use cases impacting individuals, are<br>assessed for compliance with privacy and AI laws and regulations, as well as ethical considerations and employee impact.<br>Policies<br>Nokia’s workforce represents the essence of the company’s<br>identity. Nokia aspires to provide an environment where people<br>have opportunities to grow and develop continuously in a<br>culture that is inclusive and diverse. In 2025, the company<br>continued to cultivate one high-performing Nokia, centered<br>around talent, leadership and culture, while following the<br>essential principles of being open, fearless and empowered<br>(“the Nokia Essentials”).<br>Fair workplace and our policies<br>Nokia upholds high standards of ethics and human rights in its<br>own activities and aims to treat all its employees and other<br>stakeholders in accordance with internationally-recognized<br>ethical and responsible business practices and relevant<br>legislation. Nokia’s Code of Conduct, People Framework, Human<br>Rights Policy, and local employment laws, policies and practices<br>collectively form the basis for its labor conditions. Nokia is<br>committed to the principles laid out in the United Nations<br>Universal Declaration of Human Rights, the United Nations<br>Global Compact and the International Labor Organization’s<br>Declaration of Fundamental Principles and Rights at Work. Nokia<br>follows and, where possible, strives to exceed the standards set<br>out by local labor laws and regulations. The company publishes<br>information related to its employment policies and guidelines<br>on its intranet. Please refer to the section General information,<br> ‘Policies adopted to manage material sustainability matters’ for<br>further information regarding Nokia’s policies.<br>Nokia’s policies, Standard Operating Procedures (SOPs) and<br>Code of Conduct apply to Nokia’s employees and suppliers. The<br>company’s policies cover zero tolerance for child and forced<br>labor, freedom of association and collective bargaining, non-discrimination, humane treatment, working time, disciplinary<br>practices, compensation, and occupational health and safety.<br>On the topic of discrimination, Nokia’s People Framework<br>specifically states that “No employee or candidate for<br>employment will, therefore, receive less favorable treatment<br>due to their race, religion, belief, color, nationality, ethnic origin,<br>age, sex, sexual orientation, gender identity, characteristics or<br>expression, marital status, connections with a national minority,<br>disability, membership or non-membership of a trade union, or<br>other protected classes”.<br>Finally, in countries where employment of young people is<br>customary and allowed by local law, if any worker is between 15<br>to 18 years old, they are not permitted to carry out work that<br>may be hazardous, unsafe or unhealthy or to work night shifts.<br>Secure employment<br>Nokia ensures support for all aspects of ‘social protection’. All<br>Nokia employees are entitled to paid sickness absence. The<br>duration and level of sickness pay varies by country and<br>considers prevailing market practice and any mandatory<br>provisions. All Nokia employees are eligible for additional<br>financial payments in the event of involuntary termination of<br>employment, and severance pay packages vary by country and<br>reflect mandatory and local market practice. Nokia provides<br>support in the event of work injury and acquired disability. Nokia<br>has a global policy that provides a minimum of 90 days’ paid<br>leave and a further 9 months’ unpaid leave for all new mothers<br>and fathers; many Nokia countries have local policies that<br>exceed this level of support for maternity absence.<br>Nokia provides for family leave in line with local legal<br>requirements. All Nokia employees participate in arrangements<br>that support them in building financial security for the future.<br>The design of the benefit plan for retirement varies from county<br>to country: in some countries provision is wholly via<br>participation in state-established plans, whilst in other countries<br>it is a combination of Nokia and state plans.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>145 Nokia in 2025 | |
| --- | |
| Work-life balance<br>Nokia does not permit its workforce to work longer hours than<br>legally allowed. It defines regular working hours in accordance<br>with local laws.<br>Globally, Nokia supports employees’ work-life balance with<br>flexible working arrangements that allow remote/home-based<br>working, provided the nature of their job role is such that they<br>are not required to be on a particular site to be able to perform<br>their duties. Flexible working enables employees to balance<br>their work and family obligations in a way that meets their<br>individual needs.<br>Nokia provides paid time off for holiday for all employees to be<br>taken in each calendar year. Nokia’s Global Child Leave Policy is<br>a minimum standard in all Nokia countries' leave of absence<br>policies. It provides any Nokia employee who becomes a parent,<br>regardless of gender, with at least three months’ paid leave and<br>the right to return to work up to one year following the date of<br>birth or adoption. With this, Nokia wants to enhance parents’<br>bonding with their children and to drive a societal and mindset<br>shift in fathers' rights too. In addition, Nokia offers paid time off<br>for various life events, such as marriage, funerals, house moves,<br>and volunteering days.<br>Where applicable, guidance is provided through Nokia’s<br>Worktime Standard Operating Procedure document. The<br>company guarantees a minimum of one day off in every seven<br>days in production operations.<br>Privacy<br>Nokia is committed to safeguarding the privacy of its workforce<br>by adhering to internationally recognized privacy standards and<br>regulations, including the General Data Protection Regulation<br>(GDPR), Binding Corporate Rules (BCRs), and ISO27001<br>certification. The company’s Privacy Policy underscores the<br>secure collection, processing, and storage of employee data<br>globally. Governance of privacy practices is managed by the<br>Global Privacy Office (GPO), led by the Global Head of Privacy,<br>supported by Regional Data Protection Officers, and a network<br>of Privacy Leads and Champions across the organization. This<br>framework is underpinned by Nokia’s Global Privacy Policy and<br>Global Privacy Governance Policy, which are based on the EU<br>GDPR and related requirements applicable to Binding Corporate<br>Rules for both processors and controllers. Privacy training is<br>mandatory for all employees and includes foundational and<br>role-specific modules to ensure awareness of privacy rights and<br>responsibilities.<br>The Privacy Steering Group oversees the implementation of<br>privacy policies and ensures alignment with Nokia’s governance<br>structure. The Global Head of Privacy reports annually to the<br>Audit Committee, and contributes quarterly to the Chief<br>Compliance Officer’s audit committee reports.<br>Adequate wages<br>Nokia’s compensation and benefits programs contribute to its<br>business success by balancing market competitiveness and<br>affordability, based on a total compensation approach. These<br>are performance-driven (both on an individual and company<br>basis), flexible and fair. The key elements of the compensation<br>structures are annual base salary, incentive/bonus programs,<br>recognition programs and equity-based, long-term incentives.<br>All Nokia employees are paid an adequate wage, in line with<br>applicable benchmarks. Pay practices are regularly reviewed to<br>align pay with performance, experience, and the skills required<br>for every position. Nokia pays at least the minimum wage,<br>complies with the applicable legal requirements for wages and,<br>at a minimum, provides any legally or contractually required<br>benefits.<br>Company policy requires that part-time or fixed-term<br>employees have access to the same employee benefit plans as<br>permanent, full-time employees, where permissible and<br>possible.<br>Since 2019, Nokia has analyzed the gender equality of its<br>compensation practices and funded additional, focused salary<br>increases to remediate unexplained gender pay gaps. It<br>consistently investigates own policies and practices to address<br>decisions, customs and processes that might threaten a<br>segment of Nokia’s workforce unfairly. While global salary ratios<br>are not disclosed, Nokia is committed to equal pay for work that<br>is of equal value (skill, responsibility, etc.). This is applied<br>irrespective of an individual’s personal characteristics such as<br>gender, race, age, national origin, ethnicity, color, religion,<br>sexual orientation, gender identity, gender characteristics or<br>expression, disability, or legal entitlement to family leave.<br>Equal treatment and opportunities for all<br>Nokia actively fosters a culture of trust and belonging. The<br>company aspires to be more representative at large, so that its<br>teams reflect the communities the company serves and the<br>world’s diversity.<br>As part of Nokia’s People Agenda, priorities focus on increasing<br>diverse representation and embedding inclusion into policies<br>and employee experience.<br>Nokia is investing in hiring strategies that include attracting and<br>sourcing diverse pipelines of candidates across roles and<br>locations, including a focus on women in early careers, in order<br>to improve the current gender balance and for future careers at<br>Nokia.<br>Training and skills development<br>Nokia continually builds its culture and refreshes its talent<br>management, performance management and career<br>development activities.<br>Future-fit talent is a key enabler of its business strategy and is<br>central to Nokia’s approach to engaging, developing and<br>retaining people. Nokia continuously reviews its talent and<br>performance management to align with its strategy, ensure the<br>greatest visibility of its talent, and support the development of<br>the necessary skills for success and growth.<br>Annual development reviews are available to all employees.<br>Nokia people managers are required to provide continuous<br>feedback and hold quarterly discussions with employees.<br>Nokia’s people development focus<br>has three main pillars:<br>1. Talent, which covers growth and talent development,<br>succession planning, career moves and rotations,<br>sustainable talent pipelines, and future-fit talent.<br>2. Leadership, which includes leadership principles,<br>leadership development, a top leaders’ community, and<br>sponsorship and mentoring.<br>3. Culture, which includes creating a safe space, employee<br>listening, and accountable leaders.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>146 Nokia in 2025 | |
| --- | |
| Processes for engaging with own<br>workforce and workers’ representatives<br>about impacts<br>Freedom of association and collective bargaining<br>Nokia respects the right to collective bargaining and freedom of<br>association. Collective bargaining agreements are local and, in<br>most countries where collective bargaining agreements are in<br>place, employees who have chosen not to be members of a<br>union are also covered by similar terms. Nokia maintains a<br>regular and pre-agreed engagement schedule with the different<br>representative structures, to ensure ongoing dialogue.<br>Employees can freely choose to join, not join or leave unions<br>and associations and select their representatives based on local<br>and international practices.<br>In countries and regions where works councils operate, Nokia<br>works collaboratively with them. Nokia communicates regularly<br>with employees directly, as well as with their representatives<br>during meetings with bodies such as the European Works’<br>Council (“EWC”).<br>Employee representatives are entitled to participate in training<br>that is necessary to carry out employee representative duties<br>and to increase their knowledge of trade union rights and<br>obligations. Additionally, employee representatives can use<br>company infrastructure during the workday.<br>The responsibility for the engagement with Nokia’s own<br>workforce and workers’ representatives rests with the Chief<br>People Officer (through the People Relations Team) and the<br>Chief Legal and Administrative Officer (who is currently also<br>acting as Interim Chief People Officer), through the Labor and<br>Employment Law Team.<br>Equal Opportunities<br>Nokia invested in internal career path tools and resources to<br>enable employees to access viable, and often personalized<br>guidance, on career growth choices. In addition, the Talent<br>Acquisition & Development team provides advice to employees<br>throughout the internal vacancies and career application<br>process.<br>Processes to remediate negative<br>impacts and channels for own workforce<br>to raise concerns<br>The processes and channels available to our workforce to raise<br>concerns and have them addressed are described in the section<br> ‘Business Conduct (ESRS G1)’, ‘Reporting channels and<br>investigations process’.<br>Actions<br>Social protection measures<br>The business environment in which Nokia operates is highly<br>competitive and occasionally requires structure and cost<br>reassessment. In those circumstances, Nokia prioritizes<br>provision of support for impacted employees and the adoption<br>of mitigating and social protection measures such as:<br> ▪ Offering employees continued training opportunities to<br>maintain and develop their skills and competencies to meet<br>the anticipated changes in business, markets and the<br>technology environment in which we operate.<br> ▪ Supporting and encouraging redeployment activities for<br>affected employees to find new job opportunities in the<br>company, including retraining as necessary and as<br>appropriate.<br> ▪ Offering severance packages to exited employees that are<br>often of greater value than what is required by local laws.<br> ▪ Offering access to Employee Assistance Programs through<br>which staff can access any support needed, including 24/7<br>counselling and wellbeing support.<br> ▪ Offering of outplacement and job search support outside<br>the company.<br>Ethics and Non-discrimination initiatives<br>implementation<br>Nokia implements policies to prevent, mitigate, and address<br>discrimination through a combination of proactive measures,<br>robust reporting mechanisms, and corrective actions. Prevention<br>is achieved through ongoing awareness campaigns and mandatory<br>training programs designed to educate employees on inclusive<br>behaviors and the importance of diversity, ensuring that these<br>principles are deeply embedded in the organizational culture.<br>To address potential violations, a well-established Ethics<br>Helpline is maintained, supported by a strong speak-up culture.<br>Employees are encouraged to report any concerns about<br>behaviors that may conflict with Nokia’s values. Once a report is<br>made, it is handled by a dedicated Ethics team, which assigns an<br>investigator to thoroughly review the concern and determine<br>appropriate outcomes.<br>Privacy<br>To ensure robust privacy practices, Nokia conducts Data<br>Protection Impact Assessments (DPIAs) for all major data<br>processing activities to identify and mitigate privacy risks.<br>Privacy Risk Assessments are carried out across all personal<br>data processing activities, including high-risk processing such<br>as artificial intelligence (AI), which is subject to specific DPIAs<br>aligned with regulatory standards. Transparency is a key<br>principle, with a suite of external privacy notices explaining how<br>Nokia processes personal information of employees and job<br>candidates. Just-in-time notices are embedded for bespoke<br>processing activities. Consent management mechanisms are in<br>place to obtain, manage, and document employee consent for<br>data processing activities, as required. Role-based access<br>controls ensure that only authorized personnel can access<br>sensitive employee data, while processes are established to<br>enable employees to exercise their data rights in line with<br>Nokia’s Privacy Policy. A robust incident management<br>framework is in place to address data breaches, including<br>notification to affected parties and regulatory authorities.<br>Nokia takes proactive measures to ensure compliance with<br>privacy policies and frameworks. Regular internal audits are<br>conducted to assess adherence to privacy standards. Data<br>security and privacy by design are considered in relation to<br>processing activities, to ensure that only the necessary data is<br>processed, and that retention periods are defined.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>147 Nokia in 2025 | |
| --- | |
| The company has set clear objectives to enhance employee<br>privacy awareness across all regions where it operates and to<br>improve privacy risk management processes to ensure ongoing<br>compliance with global privacy standards.<br>Annual gender pay gap review<br>Nokia continues to monitor pay equity to ensure equity in pay<br>across genders.<br>In 2025, Nokia ran a stand-alone remediation round (not integrated<br>in the annual compensation cycle) in October, ensuring any<br>statistically significant unexplained pay gap was closed. Nokia<br>commits to continue to emphasize and apply actions and<br>mitigations, where necessary, to continuously improve pay<br>equity, regardless of gender.<br>Competence development<br>Competence development activities focus on leadership,<br>business-critical, and technical skills for current and future<br>needs. Learning solutions are offered to Nokia’s customers,<br>partners, and employees. The average number of all internal<br>learning hours was 20 hours per employee in 2025. To reinforce<br>a culture of learning, employees are provided with a tool which<br>enables them to monitor their learning and information sharing.<br>Leadership development<br>Nokia’s leadership principles are referred to by the acronym<br> “LEAD” (Lead with courage; Empower performance; Act with<br>respect; and Deliver Nokia First). These were communicated to<br>all people managers in early 2025, and include behavioral<br>indicators that back up each principle.<br>People managers are offered a specific training program,<br>Leadership for Impact, through different sessions delivered<br>across different locations.<br>Nokia’s new manager onboarding process was refreshed and<br>new leadership development programs were launched, including<br>sessions for mid-level leaders on relevant topics, such as<br>leadership and performance management.<br>Future Talent Growth<br>Nokia provides growth opportunities for future talent that allow<br>for targeted development at company level and business group<br>level focusing on critical skills, stretch assignments, and<br>exposure to different parts of the business through internal<br>mobility initiatives. Business groups and functions have unit/<br>function-specific initiatives in place to address their strategic<br>talent needs.<br>Progress towards ESG targets in 2025<br>Target year Base year Base value Target 2025 results Target status<br>S1: Own workforce<br>2030 2021 22% Increase the share of<br>women to a minimum of<br>25% of total employees.<br>The ratio of women was 23% at the beginning of<br>2025 and remained the same at the end of<br>2025. Nokia continues to work on development<br>and retention for gender diversity.<br>On track<br>Targets and related progress<br>Women in workforce<br>The target was set in 2021, at global level and across Nokia’s<br>multiple locations, to address the under-representation of<br>women across Nokia’s own employees, and provide equal<br>opportunities to improve gender balance, where legally<br>possible.<br>Nokia’s target is:<br>25%<br>female in Nokia’s own employees overall by 2030<br>The ratio of women in Nokia’s own employees during 2025 was<br>23%.<br>Globally, we continue to work on development and retention for<br>gender diversity, where it is legally permissible and possible. We<br>track targets with key stakeholders in the business, people and<br>talent acquisition teams.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>148 Nokia in 2025 | |
| --- | |
| Disclosure tables<br>Number of employees by contract type, by gender and by country/ region<br>2025 2024<br>Employees by gender Permanent employees Temporary employees Total employees Permanent employees Temporary employees Total employees<br>Female 17 116 980 18 096 17 020 877 17 897<br>Male 57 478 1 987 59 465 57 473 1 929 59 402<br>Other category(1) 192 252 444 1 134 1 1 135<br>Total 74 786 3 219 78 005 75 627 2 807 78 434<br>(1) Non-binary, third gender and/or not disclosed.<br>2025 2024<br>Employees by country/region Permanent employees Temporary employees Total employees Permanent employees Temporary employees Total employees<br>Asia-Pacific 3 474 99 3 573 3 443 78 3 521<br>India 17 708 702 18 410 17 270 514 17 784<br>Europe (w/o Finland) 24 887 1 539 26 426 25 295 1 423 26 718<br>Finland 6 359 426 6 785 6 316 400 6 716<br>LAT 2 802 91 2 893 2 669 80 2 749<br>MEA 2 715 53 2 768 2 929 41 2 970<br>NAM 9 640 250 9 890 9 064 223 9 287<br>China 7 201 59 7 260 8 641 48 8 689<br>Total 74 786 3 219 78 005 75 627 2 807 78 434<br>At the end of 2025, Nokia employed 77 586 people, with an average of 78 005 employees across the year.<br>Employee turnover<br>Employee turnover in reporting period 2025 2024<br>Total number of employees left the company 9 242 8 934<br>Turnover rate, % 12% 12%<br>Number of non-employees<br>Number of non-employees 2025 2024<br>Number of non-employees in own workforce 1 836 1 869<br>Employees at top management level<br>2025 2024<br>Employees at top management Number Share, % Number Share, %<br>Female 615 17% 597 17%<br>Male 2 903 83% 2 816 83%<br>Total 3 521 100% 3 413 100%<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>149 Nokia in 2025 | |
| --- | |
| Employees by age group<br>2025 2024<br>Employees by age Number Share, % Number Share, %<br>Under 30 years old 10 241 13% 10 292 13%<br>30–50 years old 43 260 55% 45 600 58%<br>Over 50 years old 22 310 29% 21 451 27%<br>Unknown(1) 2 194 3% 1 091 1%<br>Total 78 005 100% 78 434 100%<br>(1) The age group of the remaining employees is unknown.<br>Employees skills development<br>Employees who participated in regular performance and career development reviews, by gender<br>and by employee category (in %)<br>Employee gender (%) 2025 2024<br>Employee<br> Female 23% 23%<br> Male 76% 72%<br>Total 99% 95%<br>Employee category (%) 2025 2024<br>Employee<br> People managers 8% 8%<br> Individual contributors 91% 87%<br>Total 99% 95%<br>Training hours<br>Average number of training hours per employee, by gender and by employee category<br>Employee gender 2025 2024<br>Employee<br> Female 17 17<br> Male 21 19<br> Other category(1) 15 16<br>Overall average 20 19<br>(1) Non-binary, third gender and/or not disclosed.<br>Employee category 2025 2024<br>Employee<br> People managers 17 13<br> Individual contributors 21 19<br>Overall average 20 19<br>Work-life balance(1)<br>Entitled employees that took maternity/ paternity-related leave (%)(2) 2025 2024<br>Female 1% 1%<br>Male 2% 2%<br>Total 3% 3%<br>(1) The work-life balance related metrics presented in the above table are reported for the first time in 2025, including the<br>comparative information for the reporting year 2024.<br>(2) Based on the Global 'New Child Leave' policy. Applicable to all employees with minimum of one year of service<br>Gender pay gap and annual total remuneration<br>Remuneration metrics 2025 2024<br>Gender pay gap between female and male employees, % 0.9% 0.7%<br>Annual total remuneration ratio 90.90 50.71<br>Based on the adjusted pay analysis, female employees earn 0.9% less than male employees,<br>accounting for any applied controls.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>150 Nokia in 2025 | |
| --- | |
| Reporting principles for metrics<br>Nokia's own workforce includes both employees and non-employees. Non-employees are short-term external<br>temporary resources sourced from external suppliers and<br>engaged in employment activities under the direction of Nokia.<br>This includes individuals performing the same work as Nokia<br>employees, such as those filling in for absent employees or<br>performing regular work at the same site as Nokia employees.<br>Infinera acquisition impact on the metrics<br>Infinera is included in the reported metrics for 2025 from the<br>effective date of the acquisition, i.e. the beginning of March<br>2025. Comparative information for 2024 presented in this<br>section excludes Infinera, in line with the basis for<br>preparation of the Sustainability Statement. The Infinera<br>acquisition increased the number of employees in March<br>2025 by 4.6%.<br>Characteristics of Nokia employees<br>Number of employees by contract type and gender<br>Employee data is reported in headcount and represents<br>averages across the reporting period, from January until<br>December. This data aligns with information reported in the<br>financial statements.<br>Employee counts are further categorized by gender: female,<br>male, and other category. This includes permanent and<br>temporary employees.<br>Permanent employees are considered to be those which are<br>employed on a permanent contract of employment and are<br>on Nokia’s payroll, in any jurisdiction.<br>Temporary employees are considered to be those which are<br>employed on a contract of employment that are not<br>permanent in nature and are on Nokia’s payroll, including<br>fixed term contracts and internships. This category excludes<br>contractors, consultants or any other independent workers<br>that get paid by Nokia via invoice and not via payroll.<br>Number of employees by contract type and country/region<br>Employee numbers, including permanent and temporary<br>employees, are distributed across several large countries, e.g.<br>Finland and India, and key regions that represent the primary<br>locations for Nokia's workforce.<br>Characteristics of non-employees in Nokia’s<br>own workforce<br>The non-employee metric is reported in headcount and<br>disclosed as total average across the reporting period.<br>Diversity metrics<br>Employees at top management level<br>Nokia’s top management includes line managers and individual<br>contributors who are senior directors and executives. Internally,<br>this corresponds to job grade 13 and above.<br>Employees by age group<br>The total number of employees by age group is reported in<br>headcount and represents averages across the reporting period.<br>Women in workforce target<br>The share of females in Nokia’s overall own employees is<br>reported based on the number of own permanent employees<br>identified as female, excluding trainees/temporary employees,<br>at the end of the reporting period, compared to the total<br>number of employees.<br>Training and skills development metrics<br>Employees skills development<br>The percentage of employees participating in regular<br>performance and career development reviews is based on the<br>reviews completed in the reporting year.<br>Training hours<br>The training and learning hours metrics include the average hours<br>of training per employee, calculated by dividing the total learning<br>hours by the number of learners (employees). The employee<br>base for this report includes all Nokia employees and trainees,<br>measured by headcount at the end of the reporting year.<br>Training types include external training. These training hours are<br>self-reported by the employees. This category encompasses<br>formal training, as well as informal learning activities, such as<br>reading books or attending seminars.<br>Work-life balance metrics<br>Maternity/paternity leave<br>The share is calculated based on the number of employees<br>who took maternity/paternity leave compared to the total<br>average number of employees during the reporting year.<br>Remuneration metrics<br>Gender pay gap<br>To ensure gender pay equity, Nokia conducts biannual in-depth<br>pay analyses. These analyses investigate whether there are<br>statistically significant differences in pay distribution between<br>male and female employees within groups of similar individuals.<br>To identify potential issues, employees are initially grouped<br>based on geography and/or role type. Within each group,<br>Nokia further controls for neutral, objective, and deliberate<br>pay differentiators at Nokia, such as job grade and<br>performance.<br>The adjusted pay gap measures the difference in<br>compensation for employees performing work based on<br>neutral, job related factors. The adjusted gap is the weighted<br>average pay equity gap across groups, taking into account<br>currently applied objective and gender-neutral controls and<br>settings. The weighing is based on female employee<br>headcount, meaning groups with larger female employee<br>headcounts factor in more to the aggregate number than<br>those with smaller female employee headcounts.<br>Nokia focuses on addressing systemic differences, not<br>individual variations. The goal is to ensure there are no<br>patterns of women being paid differently than men.<br>Annual total remuneration<br>The annual total remuneration ratio is calculated by dividing the<br>CEO's total pay by the average employee salary. Annual total<br>remuneration encompasses all salary, benefits, equity, and<br>bonuses paid. The CEO's bonus payout requires approval from<br>both the Board of Directors and the Personnel Committee.<br>Nokia's average salary is calculated by dividing the total<br>salaries paid by Nokia’s average headcount during the<br>reporting year.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>151 Nokia in 2025 | |
| --- | |
| Workers in the value chain (ESRS S2)<br>Nokia works towards strengthening its supply chain resilience<br>and drives active engagement across its value chain, working<br>with its suppliers to raise the standards in its ecosystem in key<br>sustainability areas including labor rights and Health and Safety.<br>Supplier due diligence is one of the four pillars of Nokia’s<br>responsible sourcing strategy complemented by supplier<br>development and learning and industry collaboration as key<br>enablers for success.<br>Nokia conducts business with around 9 800 suppliers in over<br>100 countries. For a description of Nokia’s sourcing categories<br>and countries that also reflects sectors where Nokia’s value<br>chain workers are employed, please refer to the section<br> ‘Business model and value chain’ in the section ‘General<br>information’.<br>Material impacts, risks and opportunities<br>related to workers in the value chain<br>The double materiality assessment indicated that working<br>conditions and other work-related rights for workers in the<br>value chain are material sub-topics for Nokia. The following<br>table describes the material impacts, risks and opportunities, as<br>well as how Nokia manages these.<br>Working<br>conditions:<br>Working time<br>Negative impact: Suppliers’ employees in supplier manufacturing facilities or customer services<br>sites may be exposed to excessive or non-voluntary overtime, continuous work without day off<br>during peak manufacturing or projects with short execution time.<br>Working hours related controls are part of our Supplier due diligence, one of the building blocks under our responsible<br>sourcing and supply chain strategy. Nokia endorses internationally agreed standards related to working hours cap and<br>leave aiming to lead suppliers’ employees to experience good work-life balance. Nokia conducts risk based due-diligence via online and onsite audits and corrective action management/supplier training.<br>Working<br>conditions:<br>Adequate wages<br>Negative impact: Suppliers’ employees in supplier manufacturing facilities or customer services<br>sites may be exposed to receiving insufficient wages, deductions from their wages, not receiving<br>correct full and final settlement when terminating employment, or working under false<br>apprenticeship schemes.<br>The wages and benefits subject is part of our Supplier due diligence, one of the building blocks under our responsible<br>sourcing and supply chain strategy. Nokia conducts risk based due diligence via online and onsite audits and corrective<br>action management/supplier training.<br>Suppliers’ employees shall receive wages and benefits in line with their contractual agreements and industry minimum<br>standards, without unnecessary deductions and shall meet at least living wage minimum.<br>Working<br>conditions:<br>Health and<br>Safety (H&S)<br>Negative impact: Nokia business activities associated with the installation of network equipment &<br>support services, site acquisition and permitting may include health and safety threats related to<br>working at height, road safety, electrical safety, underground assets, street works and working in<br>high or extreme risk countries/regions.<br> “Health and Safety” is one of the building blocks of our sustainability strategy. Strategic focus areas include:<br>Leadership & Behavior, Implementation of Global High-Risk Health and Safety Standards, Improving Existing Services,<br>Continuity of Operations, Assurance & Governance, Global Health and Safety Risk & Opportunity Analysis.<br>Health and Safety remains a key priority for Nokia. Group leadership representatives set the strategic direction and<br>policies for Health and Safety at Nokia.<br>Nokia has a broad range of programs targeting continuous improvement to address job-related Health and Safety risks<br>when installing and maintaining equipment and providing services and solutions to Nokia’s customers.<br>Nokia’s Health and Safety Management System is globally certified and based on the internationally recognized ISO<br>45001 standard. Coverage within the scope is comprehensive across all business groups, network services and<br>installations, and customer operations and supporting corporate functions. In 2025, the Health and Safety<br>management system covered 46% of Nokia’s sites and 84% of employees. Nokia is positioned as an effective leader in<br>global Health and Safety management systems and programs worldwide, having demonstrated continuous<br>improvement year-over-year.<br>Nokia works proactively to minimize the potential and impact of work-related incidents. When accidents occur, they are<br>thoroughly investigated, corrective actions are identified and these provide an opportunity to adapt safety programs and<br>prevent future recurrence.<br>Other work<br>related rights:<br>Forced labour<br>Negative impact: Suppliers’ employees may be exposed to forced labor, including having to work<br>without a valid employment contract, exposure to recruitment fees being collected as part of<br>recruitment channels, casual labor entering our services supply chain, with the risks being<br>particularly higher in deeper supply chain tiers, and in services supply chain where execution of<br>lower skill profile last mile tasks may occur, especially in remote areas which are difficult to reach.<br>Forced labor prevention is part of our Supplier due-diligence, one of the building blocks under our supply chain<br>strategy. We have robust due-diligence practices in place, including risk mapping, online and onsite audits, capacity<br>building, remediation, consequence management, performance evaluation, stakeholder grievance. We also collaborate<br>with customers and industry consortium on the same.<br>Sub-topic Material impacts, risks and opportunities Management<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>152 Nokia in 2025 | |
| --- | |
| Identification and assessment of<br>material impacts, risks and opportunities<br>Nokia’s approach to determining material impacts, risks and<br>opportunities is described under the ‘General information’<br>section.<br>Specific impacts, risks and opportunities were identified on the<br>basis of supplier assessments and audits that Nokia conducts<br>each year, as well as industry fora, stakeholder inquiries and<br>supplier workshops and webinars. Findings related to working<br>time, wages, health and safety and forced labor risk were the<br>most frequent findings in Nokia’s supplier audits in 2025 (please<br>refer to the table under the section ‘Actions’ for examples of<br>identified non-compliance, and the table under the section<br> ‘Disclosure Tables’ for audit findings). The information gathered<br>through this process was used for the identification of material<br>impacts, risks and opportunities related to workers in Nokia’s<br>value chain.<br>Policies<br>The Nokia Code of Conduct is the company’s highest-level<br>policy, which also covers Nokia’s commitment to Human Rights<br>in its own operations, supply chain and business relationships.<br>Refer to the section General information, ‘Policies adopted to<br>manage material sustainability matters’ for further information<br>regarding the Nokia policies.<br>Nokia expects its suppliers to adhere to the Nokia Third-Party<br>Code of Conduct and provides them with the Nokia Supplier<br>Requirements, including the Responsible Business Alliance’s<br>(RBA) Code of Conduct and additional, Nokia-specific,<br>sustainability requirements.<br>Nokia labor-related requirements for Nokia’s suppliers are<br>based on international standards such as the Universal<br>Declaration of Human Rights, the International Labor<br>Organization Core Conventions and the Social Accountability<br>SA8000 Standard. These requirements include working time,<br>overtime, leave, compensation and benefits, as well as risks of<br>modern slavery and forced and child labor prevention. The<br>requirements are covered under Nokia’s Supplier Requirements,<br>which include the requirements from the latest version of the<br>Responsible Business Alliance’s Code of Conduct, as well as<br>Nokia-specific supplier requirements on top of the industry<br>Code. An overview of Nokia’s Supplier Requirements is<br>published on Nokia’s website and made available to all<br>stakeholders.<br>These Supplier Requirements are cascaded down to suppliers as<br>part of qualification and contracting, as well as supplier training,<br>and are expected to be cascaded down to the next tier of<br>suppliers by Nokia’s suppliers.<br>The Nokia Health, Safety and Labor Conditions Policy, as well as<br>Nokia’s Life-Saving Rules, cover all operations performed by<br>everyone working on behalf of Nokia, at Nokia’s own or<br>customer premises. Health and safety requirements are also<br>integrated into Nokia’s contractual requirements with suppliers.<br>Nokia has developed global Health and Safety Implementation<br>Standards to cover high-risk activities (working at height, road<br>safety etc). These global standards are localized by competent<br>country-based health and safety practitioners to include<br>country- and customer-specific requirements. These standards<br>are published on Nokia’s external supplier portal and<br>communicated by the relevant stakeholders locally and via<br>supplier training.<br>Nokia has set stringent KPIs related to its in-house Supplier<br>Health and Safety Maturity Assessment. This assessment helps<br>to ensure that suppliers know Nokia’s Health and Safety<br>requirements and have the capabilities to deliver work safely on<br>Nokia’s behalf.<br>Processes for engaging with value chain<br>workers about impacts<br>Nokia engages with value chain workers through on-site audits<br>and inspections conducted to the suppliers. These include but<br>are not limited to management system reviews and interaction,<br>site tours, worker interviews, timesheet and holiday leave<br>checks, remuneration checks, employment contract and file<br>checks. When performing sampling for documentation reviews<br>and worker interviews, vulnerable group representatives are<br>included. On-site audits are conducted based on risk,<br>prioritizing supplier sites in high-risk geographies, as well as<br>supplier commodities with a high risk of labor rights<br>infringements.<br>Nokia’s supplier-related monitoring, assessment and auditing<br>activities also include EcoVadis assessments. These are online<br>assessments of supplier policies and procedures, which include<br>evaluations of policies and controls relating to working time and<br>leave, remuneration, recruitment and forced labor prevention.<br>EcoVadis assessments are repeated every two to three years<br>depending on the supplier score.<br>Interaction with supplier employees is also conducted via<br>supplier training (on-site workshops and webinars).<br>Health and safety-related worker consultations and interactions<br>include: Supplier Health and Safety Maturity Assessments, on-site sustainability audits (worker interviews), site monitoring and<br>inspection programs, EcoVadis assessments, the<br>implementation of Nokia’s Life-Saving Rules (any worker has the<br>right to refuse work), Nokia Senior Leader Safety Tours, Nokia’s<br>License to Work program, supplier competence development<br>(including Nokia’s Safety Capability and Enablement Program),<br>safety stand-down days, and joint on-site training events in<br>collaboration with specialist companies.<br>Relevant health and safety risks are communicated to value<br>chain workers via Health and Safety Plans, Global Health and<br>Safety High Risk Standards and local Health and Safety<br>Standard Operating Procedures (SOPs), safety alerts, and<br>bulletins to communicate good practice and highlight potential<br>risk-related issues. The Nokia Supplier Health and Safety portal<br>is used to communicate processes, training and good practices.<br>There is also a Health and Safety Reward and Recognition<br>program in place which includes suppliers.<br>Operational responsibility for the engagement of workers in the<br>value chain is with the Head of the Sustainable Supply Chain for<br>labor rights and the Head of People Safety & Security for health<br>and safety aspects.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>153 Nokia in 2025 | |
| --- | |
| Processes to remediate negative<br>impacts and channels for value chain<br>workers to raise concerns<br>Findings from audits and assessments are addressed through<br>corrective actions/improvement plans that are communicated<br>to the supplier. In the event of a health and safety incident or<br>accident, an investigation process is triggered. The investigation<br>focuses on the determination of the root cause and then<br>corrective and preventative actions are mandated.<br>The implementation of such action plans, whether triggered by<br>audits or investigations is monitored by local Health and Safety<br>teams. Nokia has also developed a Health and Safety<br>Consequence Management Process to transparently and fairly<br>evaluate the causation of all health and safety incidents.<br>For incidents related to child and forced labor Nokia also has<br>Child and Forced Labor Remediation Process.<br>The main channel for value chain workers to raise concerns<br>related to their employer should be their employer grievance<br>channels. The compliance of employer grievance channels with<br>Nokia’s supplier requirements are included in supplier audits.<br>Besides their own channels, concerns can also be raised through<br>the Nokia Ethics Helpline, as well as via worker interviews that<br>are conducted as part of supplier audits and site inspections.<br>Refer to the sections ‘Reporting channels and investigations<br>process’ and ‘Protecting against retaliation’ within ‘Business<br>conduct (ESRS G1)’ for more information on grievance channels<br>and retaliation policies.<br>Actions<br>In 2025, Nokia conducted a total of 788 supplier audits and<br>EcoVadis assessments. Supplier assessment coverage is<br>reflected under the ‘Disclosure tables’. These included 121 in-depth corporate responsibility audits. There were 20 countries<br>covered by these audits, such as China, India, Japan, Malaysia,<br>Mexico, Singapore, Thailand, the Philippines, and Vietnam. The<br>number of findings per category in these audits, and examples<br>of some findings and corrective actions taken, are disclosed in<br>the table hereunder. As a result of the audits, 659 improvement<br>recommendations were made, which were addressed through<br>corrective action plans. Most of these recommendations aim to<br>improve the working conditions for the value chain workers. All<br>non-conformities identified were analyzed by Nokia’s experts in<br>the sustainable supply chain team, and corrective actions were<br>included in Nokia’s training materials as a mechanism for<br>systematic improvement. Nokia aims to close these audit<br>findings within six months of the audit completion date. In<br>2025, 34% of our corporate responsibility audit findings were<br>closed within this time. Beyond in-depth audits, 616 online<br>assessments with EcoVadis were also completed. In 2025, 86%<br>of Nokia suppliers covered with valid EcoVadis assessment had a<br>satisfactory score. All the suppliers with scores below<br>expectations were addressed with improvement requests.<br>Learnings from findings and their remediation are shared at<br>supplier workshops, webinars and training sessions, as well as<br>through public reporting.<br>Nokia is also collaborating with industry peers (e.g. through the<br>Responsible Business Alliance) on new tools and learning<br>materials.<br>Examples of identified non-compliance instances and actions<br>taken:<br>Category Non-compliance identified Actions taken by supplier<br>Forced Labour:<br>Passports<br>Audit revealed a systemic issue where the contractor retained the original passports of foreign<br>migrant worker, while processing their work permits. Although workers signed consent letters in<br>English to surrender their passports, they could not read the language, relying instead on verbal<br>explanations from a supervisor in their native language. Additionally, the consent letter did not<br>specify a timeline for returning the passports.<br>The corrective action validated during the closure audit ensured that workers' original documents are no longer<br>held by employers or agents. The passport of one foreign migrant worker (a gardener) was returned after their<br>work permit renewal, and the consent letter for passport surrender was revised to specify that passports will be<br>returned within two months after work permit renewal submission, or as per issuing authorities. Additionally, the<br>consent letter was made accessible in workers' primary languages - English, Nepalese, and Hindi.<br>Forced Labor:<br>Employees pay<br>medical check fees<br>Medical health check fees that workers paid as part of the recruitment process (amounting to 3% of<br>a 1-month gross base salary) were either reimbursed to workers after 90 days or not reimbursed at<br>all for those who resigned.<br>Corrective action was taken by the supplier. Recruitment-related health check fees were no longer paid by<br>employees, but directly by the facility (supplier).<br>Working hours The initial audit revealed non-compliance with rest day requirement, as workers did not consistently<br>receive at least one day off every six consecutive days. A review showed that the longest consecutive<br>working period was 11 days in March, with 47% of workers exceeding the threshold. On average,<br>15.6% of workers worked between 7 and 12 consecutive days.<br>Closure audit confirmed that all workers now receive required day off and confirmed that the longest period of<br>consecutive workdays is 6.<br>Remuneration and<br>benefits<br>Supplier audit confirmed that wages for regular and overtime hours are correctly calculated and paid<br>on time, however, 7.27% of workers faced illegal wage deductions for commercial insurance fees<br>which are not legally required.<br>Closure audit confirmed that the facility took corrective action and workers are no longer having deductions<br>withheld from their wages. The facility also conducts worker interviews to check whether there are no deductions<br>withheld by contracting companies.<br>Health and Safety Audited facility did not have a valid Fire Certificate. Closure audit confirmed that all required permits, licenses, test reports and certificates for health and safety<br>were in place and communicated timely to the authorities.<br>Health and Safety Supplier audit found that while occupational health and safety policies and control processes are in<br>place, there is an ineffective control process for three air receiver tanks that have never undergone<br>the legally required safety inspections by a qualified engineer since their installation.<br>Closure audit confirmed that all three air receiver tanks, each with a capacity of 15,000 liters, underwent safety<br>inspections and pressure testing by a qualified engineer, with results compliant with legal requirements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>154 Nokia in 2025 | |
| --- | |
| Targets and related progress<br>The targets reflect the due diligence programs that are<br>addressing the policy areas including forced labor, health and<br>safety, remuneration and working time.<br>Supply chain<br>Satisfactory sustainability score<br>Nokia has set the overall target of 80% of suppliers achieving a<br>satisfactory sustainability score (based on an aggregated<br>weighted share) in supplier performance evaluations (based on<br>corporate responsibility on-site audit programs, EcoVadis, CDP,<br>and conflict minerals). This KPI includes all major due-diligence<br>assessment results through performance score. Individually<br>Nokia also publicly discloses the number of on-site and online<br>sustainability audits; the number of audit findings related to<br>working hours, remuneration, forced labor risk, health and<br>safety etc and type of findings and remediation actions taken.<br>Progress on target: On track<br>82%<br>of suppliers received a satisfactory sustainability score in<br>Nokia’s assessment programs.<br>3TG traceability and conflict free status<br>98% 3TG traceability and conflict free status to smelter level in<br>Nokia’s supply chain, as well as conflict free status of the<br>smelters. Extended due diligence and conflict free status of<br>cobalt, mica, aluminum and copper.<br>Progress on target: Not achieved<br>93%<br>traceability to the smelter level in Nokia’s supply chain, as well<br>as conflict-free status of the smelters.<br>Health and Safety<br>With regards to Health and Safety, there are a number of<br>targets. These include targets associated with value chain<br>workers. Focus areas and targets have been established for<br>topics such as:<br>Incident frequency rate reduction<br>Nokia own workforce:<br>Progress on target: Achieved<br>Nokia’s own workforce LTIFR and TRIFR showed a reduction<br>from 2024 (LTIFR as 0.055 from 0.085 in 2024 and TRIFR as<br>0.189 from 0.244 in 2024).<br>Nokia suppliers:<br>Progress on target: Not achieved<br>Nokia suppliers LTIFR and TRIFR showed an increase from 2024<br>(LTIFR as 0.501 from 0.401 in 2024 and TRIFR as 0.724 from<br>0.655 in 2024).<br>Zero critical or fatal incidents among own workforce, suppliers<br>and third-parties<br>Progress on target: Not achieved<br>4<br>(four) work-related fatal incidents resulting in 5 (five) fatalities.<br>This include 0 (zero) work-related fatal incidents involving Nokia<br>own workforce, 4 (four) work-related fatal incidents involving<br>contractors/subcontractors resulting in 5 (five) fatalities and 0<br>(zero) work-related fatal incident involving a third-party<br>resulting in 0 (zero) fatalities. The fatal incidents were<br>thoroughly investigated and corrective and preventive actions<br>were taken. Nokia’s aim is to have zero fatalities across it’s<br>operations.<br>Supplier Health and Safety maturity<br>100% “H&S Recommended or Preferred supplier” status by<br>2030.<br>Progress on target: Not on track<br>8%<br>of relevant suppliers met “H&S Recommended or Preferred<br>supplier” status.<br>Given Nokia’s sustained efforts to strengthen H&S<br>requirements, assessment of the current target lead to the<br>conclusion that it no longer satisfies Nokia’s high standards for<br>health and safety. Hence, the target is deemed no longer<br>relevant and going forward, it will be defined in a manner<br>reflecting such strengthened H&S requirements and standards.<br>From 2026 onward, this target is replaced by the following<br>yearly target: “95% of suppliers performing High Risk activities<br>are compliant with the Health & Safety strengthened<br>requirements of Nokia’s Supplier Maturity Assessment (SMA)<br>process.”. The benchmark for suppliers to achieve<br> ‘Recommended’ or ‘Preferred’ status is also expected to<br>continue to rise and this evolution will be tracked internally,<br>allowing Nokia to not only reflect on the appropriate<br>parameters, but also to respond quickly to developments in the<br>field.<br>Projects compliant with the strengthened requirements of<br>HRPIA process<br>96% of projects compliant with the strengthened requirements<br>of Nokia’s High-Risk Project Implementation Assessments<br>(HRPIA) process<br>Progress on target: Achieved<br>98%<br>of High-risk projects were found to meet Nokia’s minimum non-negotiable requirements.<br>Nokia Senior Leader Safety Tours<br>Creating a safer work environment starts with good leadership.<br>Nokia leaders are in key position to strengthen the Health and<br>Safety culture in Nokia. Conducting a Senior Leader Safety Tour<br>is a targeted, direct and strategic way to engage with local<br>teams and value chain workers in order to influence positive<br>safety behaviors.<br>In 2025, Nokia targeted a cohort of 80 senior leaders to<br>conduct safety tours of installation sites.<br>Progress on target: Achieved<br>128<br>senior leader safety tours were conducted by Nokia leaders at<br>top level 4, from a total of 676 senior leader safety tours<br>conducted in 2025.<br>2026 target remains the same as of 2025: a cohort of 80 senior<br>leaders to conduct safety tours.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>155 Nokia in 2025 | |
| --- | |
| Progress towards ESG targets in 2025<br>Target year Base year Base value Target 2025 results Target status<br>S2: Workers in the value chain<br>2030(1) 2020 22% 100% of suppliers delivering high risk activity to meet “H&S<br>Recommended or Preferred supplier” status in our Health & Safety<br>maturity assessment.<br>8% of relevant suppliers met “Health & Safety Recommended or Preferred supplier” status.<br>From 2026 onwards, this target is replaced by a yearly target of “95% of suppliers performing<br>High Risk activities to be compliant with the Health & Safety strengthened requirements as<br>part of Supplier Maturity Assessment (SMA) process.” due to Nokia’s H&S standards rising<br>year-on-year and thus the SMA qualification criteria being continually strengthened.<br>Not on track.<br>Target<br>replaced<br>from 2026<br>onwards(1)<br>2025(2) 2020 95% 98% 3TG traceability and conflict free status to smelter level in our supply<br>chain as well as conflict free status of the smelters. Extended due diligence<br>and conflict free status of cobalt, mica, aluminum and copper.<br>As of 2025 we have achieved 93% traceability to the smelter level in our supply chain, as well<br>as conflict-free status of the smelters (6% basis points improvement from 2024). We have<br>also extended and conducted due diligence for cobalt, mica, aluminum and copper. The work<br>continues to close the remaining 5% gap to reach the target in 2026.<br>Not achieved<br>2025(2) 2020 68% 80% of suppliers achieve satisfactory sustainability score (based on<br>aggregated weighted share) from supplier performance evaluation (based<br>on Corporate Responsibility onsite audit, EcoVadis, CDP, Conflict minerals).<br>82% of suppliers (covered by Supplier Performance Evaluation process on Sustainability), on<br>average, received a satisfactory sustainability score in our assessment programs.<br>Achieved<br>2025 2024 6 Zero fatal incidents for own workforce, suppliers and third-parties. In 2025, there were 4 (four) work-related fatal incidents resulting in 5 (five) fatalities. This<br>include 0 (zero) work-related fatal incidents involving Nokia own workforce, 4 (four) work-related fatal incidents involving contractors/subcontractors resulting in 5 (five) fatalities and 0<br>(zero) work-related fatal incident involving a third-party resulting in 0 (zero) fatalities. The fatal<br>Incidents were thoroughly investigated and corrective and preventive actions were taken.<br>Nokia’s aim is to have zero fatalities across it’s operations.<br>Not achieved<br>2025 2024 87 Cohort of 80 senior leaders conduct safety tours to sites to increase<br>monitoring visibility.<br>In 2025, 128 senior leader safety tours were conducted by Nokia leaders at top level 4, from a<br>total of 676 senior leader safety tours conducted.<br>Achieved<br>2025 2024 97% 96% of projects compliant with the strengthened requirements of our<br>High-Risk Project Implementation Assessments (HRPIA) process.<br>98% of High-risk projects were found to meet our minimum non-negotiable requirements. Achieved<br>2025 2024 Nokia Own<br>Workforce:<br>LTIFR 0.085<br>TRIFR 0.244<br>Nokia<br>Suppliers:<br>LTIFR 0.401<br>TRIFR 0.655<br>Reduction in Total Recordable Incident Frequency Rate (TRIFR) and Lost<br>Time Incident Frequency Rate (LTIFR) for Nokia own workforce and<br>suppliers compared to previous year.<br>Nokia measured 2 (two) safety related Incident Frequency Rates for own workforce and<br>suppliers.<br>Nokia Own workforce:<br>In 2025, both LTIFR and TRIFR showed a reduction compared with 2024:<br>Nokia own workforce LTIFR in 2025 end as 0.055 (2024 result was 0.085)<br>Nokia own workforce TRIFR in 2025 end as 0.189 (2024 result was 0.244)<br>Nokia Suppliers:<br>In 2025, both LTIFR and TRIFR showed an increase compared with 2024:<br>Nokia Suppliers LTIFR in 2025 end as 0.501 (2024 result was 0.401)<br>Nokia Suppliers TRIFR in 2025 end as 0.724 (2024 result was 0.655)<br>Achieved<br>Not achieved<br>(1) This target is replaced during 2026 with a new target as described on the previous page.<br>(2) Effective 2026, the ‘Target year’ for this target has been extended from 2025 to 2030.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>156 Nokia in 2025 | |
| --- | |
| Disclosure tables<br>The following table shows incident reporting related to Health and Safety topics. These include<br>own workforce, contractors or subcontractors and third parties in line with targets.<br>Occupational health and safety 2025 2024<br>Near miss incidents reported (including contractors) 192 184<br>Lost-time injury incidents of own workforce 9 13<br>Work-related fatal incidents involving own workforce(1) 0 0<br>Work-related fatal incidents involving contractors or subcontractors(1) 4 5<br>Work-related fatal incidents involving third party(1) 0 1<br>Work-related critical incidents involving own workforce 0 1<br>Work-related critical incidents involving contractors or subcontractors 4 1<br>Work-related critical incidents involving third party 0 2<br>Total Recordable Incident Frequency Rate (TRIFR) and Lost Time Incident<br>Frequency Rate (LTIFR) for Nokia own workforce and suppliers<br>TRIFR: Nokia own workforce 0.189 0.244<br>TRIFR: Suppliers 0.724 0.655<br>LTIFR: Nokia own workforce 0.055 0.085<br>LTIFR: Suppliers 0.501 0.401<br>Safety tours executed and reported with senior leaders 128 87<br>(1) Refer table ‘Progress towards ESG targets in 2025’ for additional information.<br>Findings from Nokia in-depth corporate responsibility supplier audits<br>During 2025, 121 supplier corporate responsibility audits were conducted, resulting in the findings<br>shown in the following table.<br>Category of findings<br>Instances of<br>non-compliance<br>Number of<br>potential risk<br>areas identified<br>Total number of<br>recommendations<br>for improvement<br>Child and juvenile labor 2 0 2<br>Forced labor (contract agreement issues/fine/deduction, etc.) 41 0 41<br>Health and safety 254 8 262<br>Freedom of association and right to collective bargaining 0 0 0<br>Discrimination 2 0 2<br>Disciplinary practices 5 1 6<br>Working hours 113 5 118<br>Remuneration 59 0 59<br>Management systems 89 7 96<br>Environmental management system 72 1 73<br>Total 637 22 659<br>Supply chain management data<br>Nokia’s supply chain due diligence includes different types of audits and assessments. The<br>following tables provide an overview of their coverage, quantity and results.<br>Supplier coverage in Nokia’s sustainability programs 2025 2024<br>Responsible Minerals Program 98% 99%<br>EcoVadis sustainability assessments 65% 64%<br>CDP Supply Chain Climate Change Program 60% 62%<br>CDP Supply Chain Water Security Program 54% 52%<br>Supplier audits and assessments<br>Number of corporate responsibility on-site audits (focused on labor conditions<br>and the environment) against Nokia’s Supplier Requirements and SA8000(1) 121 101<br>Closure percentage of non-conformities identified at corporate responsibility<br>audits, within audit closure target time 34% 38%<br>Number of on-site system audits against Nokia’s Supplier Requirements 51 36<br>Number of suppliers assessed on corporate responsibility on the EcoVadis<br>sustainable supply management platform 616 469<br>Share of active suppliers rated “satisfactory” or above on their assessment of<br>sustainability by EcoVadis 86% 84%<br>Health and safety<br>Share of relevant suppliers delivering high-risk activities covered by Nokia’s<br>Health and Safety Maturity Assessment 99% 98%<br>Share of suppliers assessed by Nokia’s Health and Safety Maturity Assessment<br>process meeting ‘H&S compliant supplier’ status 99% 98%<br>Share of suppliers delivering high risk activity to meet “H&S Recommended or<br>Preferred supplier” status in Nokia’s Health and Safety Maturity Assessment 8% 16%<br>Percentage of projects compliant with the strengthened requirements of Nokia’s<br>High-Risk Project Implementation Assessments (HRPIA) process 98% 97%<br>Supplier performance evaluation<br>Share of suppliers achieving a satisfactory sustainability score (based on<br>aggregated weighted share) in supplier performance evaluations (based<br>on corporate responsibility on-site audit programs, EcoVadis, CDP and<br>conflict minerals) 82% 78%<br>Materials traceability<br>Share of suppliers that have achieved Conflict Free status, % 93% 87%<br>(1) The 2025 number includes 11 corporate responsibility audits from 2024, but that were reported to Nokia during 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>157 Nokia in 2025 | |
| --- | |
| Reporting principles for metrics<br>Occupational health and safety<br>Incident reporting<br>Incident reporting is a compilation of occupational health and<br>safety incidents that occurred during the reporting year.<br>These are investigated and tracked internally by Nokia Safety<br> & Physical Security team.<br>The fatality reporting criteria include third parties such as<br>members of the public who are assessed as being impacted<br>by an incident that is deemed within Nokia’s control. This<br>more closely aligns Nokia’s reporting with some of its closest<br>industry stakeholders and competitors.<br>Total Recordable Incident Frequency Rate (TRIFR) and Lost<br>Time Incident Frequency Rate (LTIFR)<br>Incident Frequency Rate (IFR) is an established health and<br>safety reporting practice in organizations, giving the numbers<br>of incidents an organization has, as a ratio against the<br>numbers of hours worked in each reporting period, typically a<br>month.<br>TRIFR is the number of fatalities, critical, lost time injuries,<br>injuries requiring treatment by a medical professional<br>(medical treatment), multiplying it by 1,000,000, and then<br>dividing that single number by the total number of employee<br>hours worked.<br>LTIFR Is the number of lost time incidents (fatal, critical and<br>lost time injury) resulting an employee’s inability to work the<br>next full workday, multiplying it by 1,000,000, and then<br>dividing that single number by the total number of employee<br>hours worked.<br>Safety tours executed and reported with senior leaders<br>A Senior Leader is a person accountable and in a key position<br>with responsibility for the delivery of our business in a safe<br>way, influencing positive safety behaviors of Nokia employees<br>and of those working on Nokia’s behalf. This person is<br>empowered to strengthen the Health and Safety culture in<br>Nokia and has the authority and control over resources to<br>ensure the implementation of Nokia safety standards.<br>Findings from Nokia in-depth corporate<br>responsibility supplier audits<br>Findings are summarized from corporate responsibility supplier<br>audits carried out majorly by third party auditors either directly<br>outsourced or via industry initiatives such as Responsible<br>Business Alliance and The Joint Alliance for Corporate Social<br>Responsibility (JAC).<br>Supply chain management data<br>Supplier coverage in Nokia’s sustainability programs<br>The coverage represents the percentage of relevant supplier<br>spend covered by the respective programs of Nokia’s overall<br>supplier spend.<br>Supplier audits and assessments<br>Data on audits and supplier assessments are maintained by Nokia’s<br>Sustainable Supply Chain team. The EcoVadis platform is utilized<br>in metrics related to EcoVadis assessments and the CDP platform<br>related to climate change management. Responsible Business<br>Alliance’s platform is utilized in onsite audits related metrics.<br>Closure percentage of non-conformities is the simple average of<br>percentage closure of all audits findings. Such percentage is<br>calculated by dividing closed findings with total findings identified<br>in respective audits. These findings are for audits conducted<br>during initial 6 months of 2025 and 12 months of 2024.<br>Health and safety<br>Share of relevant suppliers delivering high-risk activities:<br>This represents the coverage and the percentage is computed<br>by dividing the number of high-risk active suppliers with a<br>completed Supplier Maturity Assessment (SMA) with in next<br>review date with the total number of high-risk active suppliers.<br> ‘H&S compliant supplier’ status:<br>This implies suppliers with 3 or more completed SMA scoring and<br>the percentage is computed by dividing the number of high-risk<br>active suppliers (with a completed SMA scoring≥3.00) by total<br>number of high-risk active suppliers with a completed Supplier<br>Maturity Assessment within next review date.<br> ‘H&S Recommended or Preferred supplier’ status:<br>This implies suppliers with 4 or more completed SMA scoring<br>and the percentage is computed by dividing the number of<br>suppliers delivering high risk activity to meet “H&S<br>Recommended or Preferred supplier” status in our Health<br>and Safety Maturity Assessment by total suppliers.<br>Projects compliant with the strengthened requirements of<br>HRPIA process:<br>This metric represents all active high-risk projects with HRPIA<br>fully completed and reviewed in less than 1 year and are in<br>compliance with Nokia Non-Negotiables with overall HRPIA<br>scoring ≥3.00.<br>Supplier performance evaluation<br>This metric is computed based on the aggregated weighted<br>share of supplier’s performance evaluation from corporate<br>responsibility audits, EcoVadis, CDP and conflict minerals<br>assessments. The weights are assigned on the basis of<br>suppliers coverage in these programs.<br>Share of suppliers that have achieved Conflict Free status<br>The indicator is based on two factors: (i) the supplier having<br>completed smelter identification, and (ii) all smelters reported<br>by the supplier being conflict-free, active in the process as<br>per the industry’s assurance program, or low risk for sourcing<br>from conflict-affected or high-risk areas.<br>Conflict-free sourcing information is reported through the<br>Responsible Minerals Initiative’s Conflict Minerals Reporting<br>Template (CMRT), consolidated to the Master Template and<br>compared against Responsible Mineral Initiative’s Responsible<br>Minerals Assurance Process, as well as internal risk<br>assessment process results.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>158 Nokia in 2025 | |
| --- | |
| Affected communities (ESRS S3)<br>Material impacts, risks and opportunities related to affected communities<br>The double materiality assessment indicated that freedom of expression (communities’ civil and political rights) is a material sub-topic<br>for Nokia. The following table describes the material impacts, risks and opportunities, as well as how Nokia manages these.<br>Sub-topic Material impacts, risks and opportunities Management<br>Communities’ civil and political rights:<br>Freedom of expression and access to<br>quality information<br>Positive impact: Enabling freedom of expression through connectivity and providing<br>social impact programs to help develop digital skills provide the means for communities<br>to fully participate in today’s digital society. This includes greater opportunity to share<br>opinions, enjoy their civil rights such as voting, and access diverse information and public<br>services more easily, which further promotes informed decision-making.<br>Customer engagement process through sales teams and business groups.<br>Corporate Social responsibility and Donations committee, direct management by Nokia in<br>cooperation with NGO’s or customers.<br>Communities’ civil and political rights:<br>Freedom of expression<br>Negative Impact and Risk: Misuse of Nokia technology to violate human rights, such as<br>overly broad restrictions on freedom of expression and unlawful, excessive, or arbitrary<br>surveillance. Nokia also recognizes that human rights may sometimes be in tension with<br>each other, such as in cases where actions are taken to protect public safety, territorial<br>integrity, and personal security, thereby creating risks to freedom of expression and<br>privacy. This can have a potential negative impact on affected communities, as well as<br>cause potential reputational or financial consequences.<br>Please see ‘Consumers and end-users (ESRS S4)’ on how Nokia manages the potential<br>negative impact and risk.<br>Nokia’s approach to determining material impacts, risks and<br>opportunities is described under the ‘General information’<br>section.<br>The disclosures in this section ‘Affected communities (ESRS S3)’<br>include policies, processes, actions and targets on how Nokia<br>manages the positive social impact of freedom of expression<br>and access to quality information on affected communities,<br>end-users and consumers. The policies, processes, and actions<br>on how Nokia mitigates potential negative impact and risk<br>regarding freedom of expression on affected communities,<br>end-users and consumers are addressed under ‘Consumers and<br>end-users (ESRS S4)’.<br>Nokia believes the technology it provides enables social<br>benefits to individuals and communities. Connectivity is a social<br>good that can support human rights, and Nokia acknowledges<br>the responsibility that comes with this. Upholding human rights<br>is a complex issue that covers not only the technology Nokia<br>provides, but also its partners and suppliers and its own<br>operations, as well as the broader stakeholder landscape.<br>Therefore, Nokia strives to continuously learn and improve, and<br>believes that engaging with the broader stakeholder community<br>is the best way forward.<br>The main communities affected by Nokia’s own operations are<br>the local residents around Nokia’s own facilities, including any<br>indigenous peoples. Communities may also benefit from the<br>connectivity provided by the networks Nokia designs and<br>manufactures. This impact reaches beyond just the immediate<br>areas where networks are deployed, extending to the end-users<br>and consumers who rely on these networks for essential<br>services, access to information, and opportunities. In many<br>cases, the end-users and consumers are themselves members<br>of the affected community, meaning there is an overlap between<br>these stakeholder groups. Nokia pays special attention to<br>rights, needs, and challenges associated with individuals from<br>groups or populations that are, or may become vulnerable or<br>marginalized.<br>Affected communities could include communities along Nokia’s<br>value chain, such as workers in Nokia’s supply chain, which are<br>discussed under the section ‘Workers in the value chain (ESRS<br>S2)’. Other interested parties may include Non-Governmental<br>Organizations (“NGOs”).<br>Through its networks and technology, Nokia can have a positive<br>impact on communities as an enabler of economic<br>development, powering access to channels that allow the<br>exchange of ideas and access to information and market<br>opportunities, while also providing a means to uphold freedom<br>of expression in these communities.<br>Nokia employs three key engagement levers for positive social<br>impact on affected communities: monetary contributions,<br>employee volunteering (including expert contributions), and<br>partnerships with customers to enhance existing or new<br>network connectivity, digital access, and enablement in<br>communities.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>159 Nokia in 2025 | |
| --- | |
| Nokia also supports donations-based social impact programs<br>usually at the local level with NGOs. Programs under this approach<br>aim for a direct impact by using technology to improve access to<br>information, social services and civil rights, as well as to improve<br>digital and entrepreneurial skills in targeted communities. Social<br>programs implemented through technology can also provide an<br>alternative way to develop new business opportunities.<br>Engagement with affected communities and civil society directly<br>contributes to Nokia’s social programs. Nokia seeks guidance<br>and feedback from NGOs which play a critical role in designing<br>and shaping its corporate social impact initiatives. These<br>insights inform decisions about which communities or regions<br>to prioritize, and help identify the most relevant local priorities<br>and expectations. As a result, the perspectives of affected<br>communities can be included in the design and scope of these<br>programs from the initial planning, to the final follow up and<br>impact outcomes.<br>Policies<br>Nokia has specific policies and procedural documents that are<br>relevant to the key affected communities it may impact. These<br>include Nokia’s Code of Conduct (discussed in the section<br>General information under ‘Policies adopted to manage material<br>sustainability matters’), Human Rights Policy, as well as<br>Stakeholder Engagement Mode of Operation, which all underline<br>Nokia’s commitment to:<br> ▪ providing products and services that expand opportunities<br>to communicate and contribute directly to the exercise of<br>such fundamental rights as the right to free expression, to<br>privacy, to access to information, the right to exchange of<br>ideas and the right to economic development.<br> ▪ seeking to ensure freedom of expression, or transgression<br>of other human rights through human rights due diligence.<br> ▪ ensuring a systematic approach to how Nokia engages,<br>directly or indirectly, with different stakeholder groups and<br>seek their views and opinions in relation to specific Nokia<br>impacts.<br>The respect for the rights of indigenous peoples are covered by<br>the general principles in the Nokia Code of Conduct.<br>Nokia's Human Rights Policy commitments are discussed in the<br>General information section under ‘Policies adopted to manage<br>material sustainability matters’ and ‘Consumers and end-users<br>(ESRS S4)’. As part of monitoring compliance with Nokia’s<br>Human Rights Policy, Nokia's Human Rights Due Diligence<br>(HRDD) process is used to help ensure freedom of expression.<br>Processes for engaging with affected<br>communities about impacts<br>Nokia is usually one or more steps removed from direct<br>engagement with affected communities, but it aims to ensure<br>that the views and needs of potentially affected communities<br>are considered in its business decisions. Nokia achieves this<br>through legitimate representatives and credible proxies such as<br>NGOs and multistakeholder groups.<br>Nokia engages through relevant NGOs and other non-profit<br>organizations with diverse communities, for example working<br>with UN Women on equal economic empowerment through<br>digital access and enablement. It collaborates with these<br>organizations for their expertise and direct relationships with the<br>affected communities at grassroots level, such as our work with<br>UNICEF and local NGOs. Nokia also implements focused regional<br>and country-driven programs using the expertise of both NGOs<br>and other partners in the region. This approach enables Nokia to<br>design and implement regionally focused programs that address<br>specific needs including digital skills development.<br>Nokia’s engagement with the NGO happens on a frequent basis<br>starting from the development of the program, and continues<br>throughout the program via the their regional office. The Vice<br>President of Sustainability and the corporate social impact team<br>have the operational responsibility for ensuring this<br>engagement with the NGO happens.<br>Traditionally, when Nokia’s customer implements a new<br>network, the customer (telecommunication operator) takes<br>responsibility for related community and stakeholder<br>engagement. The areas with lack of coverage are identified via<br>the operator and used by the operator as part of network<br>planning. The operator also takes into account the indigenous<br>peoples’ land use rights, where applicable.<br>Nokia’s account teams in the business groups are accountable<br>for customer sales and hold the operational responsibility for<br>ensuring this engagement happens. Where there are indigenous<br>peoples involved, it is common practice to engage with the<br>leaders of the indigenous peoples either directly, or through an<br>operator, depending on the sales model.<br>Assessing the effectiveness of Nokia’s engagement with<br>affected communities involves evaluating whether Nokia’s<br>efforts are leading to tangible positive outcomes for the<br>communities involved. Nokia tracks and reports outcomes from<br>social programs based on data gathered from NGOs, which are<br>also externally checked and verified through Nokia’s<br>relationship with Business for Societal Impact.<br>Processes and channels for affected<br>communities to raise concerns<br>The processes Nokia has in place, as well as the channels<br>available to raise concerns and have them addressed, are<br>described in the section ‘Business Conduct (ESRS G1)’, under<br> ‘Reporting channels and investigations process’.<br>Actions<br>Nokia ensures that its corporate social impact donations and<br>programs are an integral part of its business strategy and<br>reflect Nokia’s commitment to the communities in which it<br>operates. Nokia’s donations support the company’s global<br>citizenship by implementing programs that emphasize the<br>positive use of digital technology and its benefits, such as<br>access to information, and tools to exchange ideas and express<br>oneself freely. Nokia's Social Impact Strategy engagement<br>model provides guidance for all Nokia donations and guidelines<br>to ensure that donations are made in line with Nokia’s purpose<br>and values. The Corporate Social Responsibility and Donations<br>Committee reviews whether donations have met the guidance<br>on an annual basis.<br>In 2025, Nokia introduced a new Corporate Social Donation<br>strategy that decentralizes the decision-making for the selection<br>of social initiatives to its worldwide locations. The strategy<br>provided an updated selection criteria for corporate social<br>initiatives aligning them more closely to Nokia's social<br>sustainability subcategories (e.g. digital access and enablement).<br>The new collaborative approach provides opportunities for<br>employee engagement to share digital expertise.<br>Over the years, Nokia has implemented social impact programs<br>that focus on digital inclusion and brings connectivity to<br>communities and businesses globally. These programs can be<br>implemented in all regions in which Nokia operates and they<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>160 Nokia in 2025 | |
| --- | |
| particularly target the unconnected or underserved and, where<br>possible, include digital skills and technology training. The<br>programs generally last between 1 and 3 years.<br>Nokia’s social responsibility programs are structured into<br>corporate, key regional and local programs. Our corporate-level<br>programs are managed by the Legal, Compliance and<br>Sustainability function in cooperation with NGOs or other<br>partners such as customers. Key regional and local programs<br>have a designated person responsible for the program locally<br>and supporting teams as needed.<br>In 2025, Nokia invested about EUR 4.4 million in communities<br>around the world. The company kicked-off 9 new corporate<br>social impact programs globally under the newly established<br>strategy and partnered with organizations such as: Save the<br>Children, Christel House, Al Khidmat Foundation, Inyaz Egypt<br>and Kumpul Impact. During the year, Nokia also continued its<br>work with UN Women, empowering women through technology<br>and skills in nine selected social initiatives, across four different<br>Nokia markets.<br>Smartpur, Nokia’s long-term community investment program, is<br>a digital village ecosystem that offers technology-enabled<br>services in rural India. The program leverages Nokia’s<br>technology, expertise and funding to drive social digitalization<br>projects, and is contributing to Nokia’s goal to bridge the digital<br>divide and promote inclusive growth. In 2025, over 1 million<br>service interactions were facilitated through Smartpur Centers,<br>reflecting the program’s continued contribution to community<br>development and digital empowerment.<br>In addition, the Nokia Corporate University Donations program<br>initiated 13 new projects in collaboration with selected<br>universities and academia to fund research into open, long-term, high-impact and disruptive discoveries solving<br>sustainability challenges with 6G, AI, sensing and quantum<br>technologies.<br>Nokia continues to collaborate with NGOs and community-based local organizations to implement and run social impact<br>initiatives, as well as industry bodies (e.g. Responsible Business<br>Alliance) and customers who directly engage with the<br>communities.<br>Nokia’s approach to taking action and tracking the<br>effectiveness of its efforts in relation to material negative<br>impacts and risks is discussed in the section ‘Consumers and<br>end-users (ESRS S4)’ under ‘Actions’.<br>Targets and related progress<br>Nokia’s key digital inclusion targets reflects its commitment to<br>provide digital connectivity solutions and expand opportunities<br>to communicate contributing directly to the exercise of such<br>fundamental rights as free expression. The more Nokia<br>connects people, the greater opportunities there are for<br>freedom of expression. Further, Nokia has the target to<br>measure the positive impact of its technology in enabling<br>access to information, exchange of ideas and opportunity for<br>economic development. This is discussed in section ‘Consumers<br>and end-users (ESRS S4)’.<br>The target is to “harness Nokia’s technology, capabilities and<br>funds to improve the lives of 1 500 000 people through social<br>digitalization projects, digital skill building, and connecting the<br>unconnected and underserved by 2025”. These programs can<br>be implemented in all regions in which Nokia operates.<br>This target was set at the end of 2021, based on the ongoing<br>and potential new digital inclusion projects and estimated<br>beneficiaries at the beginning of the new projects. Lessons from<br>ongoing projects in consultation with the partner NGOs also<br>contributed to the target setting. As Nokia engages with<br>affected communities, either through NGOs and other non-profit organizations or customers, Nokia did not engage directly<br>with affected communities when setting the target.<br>As a rule, the projects Nokia undertakes are based on the needs<br>identified by key NGOs, and related to Nokia’s technology<br>capability, as well as the support resources available on the<br>ground.<br>Progress in Nokia’s social impact programs is measured by<br>gathering data on an annual basis from the NGOs involved and<br>from internal owners. The data is then reviewed and verified by<br>an external agency (Business for Societal Impact, B4SI) and<br>Nokia reporting responsible persons, using the principle of 4-<br>eyes review. NGOs have regular performance tracking in place,<br>with stakeholders and the affected communities. This serves as<br>an iterative process, providing information to improve and make<br>possible adjustments to the program work.<br>During 2025, 25 966 reported direct beneficiaries were reached<br>though social digitalization projects, digital skills building, and<br>connecting the unconnected or underserved. This represents a<br>-77% change compared to 2024. The primary reason for this<br>decline is Nokia's social impact strategy change towards more<br>focused programs, connected to priority markets, and<br>measurement of impact, rather than reach. While nine new<br>corporate-level social impact programs were launched during<br>the reporting period, these initiatives have not yet translated<br>into direct beneficiary impact within the current year. The<br>current shortfall is therefore attributed to the timing and<br>implementation cycle of new program activities. The current<br>cumulative reported direct beneficiaries is 829 953. As a result,<br>Nokia’s target was not achieved by 2025.<br>Nokia’s current target was set to conclude at the end of 2025.<br>Nokia is committed to continuous improvement and in<br>alignment with stakeholder expectations. Therefore, a planning<br>process for a new impact and business-driven KPI and target<br>was initiated. The new target is expected to be established with<br>a base year of 2026, enabling the company to set measurable,<br>forward-looking objectives, in line with Nokia’s overall social<br>impact strategy.<br>Further, Nokia has set targets to measure the positive impact of<br>its technology in enabling access to information, exchange of<br>ideas and opportunity for economic development. This is<br>discussed in section ‘Consumers and end-users (ESRS S4)’.<br>Number of reported direct beneficiaries reached through<br>social digitalization projects, digital skills building, and<br>connecting the unconnected or underserved<br>560 702<br>130 832<br>112 453<br>25 966<br>691 534<br>803 987<br>829 953<br>1 500 000<br>Annual result Cumulative<br>2022<br>2023<br>2024<br>2025<br>2025 target<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>161 Nokia in 2025 | |
| --- | |
| Progress towards ESG targets in 2025<br>Target year Base year Base value Target 2025 results Target status<br>S3: Affected communities<br>2025 2022 0 Harness Nokia technology, capabilities and<br>funds to improve the lives of 1 500 000<br>through social digitalization projects, digital<br>skills building, and connecting the unconnected<br>or underserved by 2025.<br>Nokia reached 25 966 reported direct<br>beneficiaries in 2025. Total cumulative<br>number of reported direct beneficiaries of<br>829 953 by 2025.<br>Not achieved<br>Reporting principles for metrics<br>Nokia’s underlying approach to quantifying its community<br>investments inputs is based on the B4SI Framework, which<br>forms a measurement standard that any for-profit corporate<br>entity can apply to understand the impact of their<br>contributions to society.<br>Total value of contributions (EUR million)<br>The total value is calculated as sum of cash, time, and in kind<br>contributions where:<br> ▪ ‘cash contribution’ is the gross monetary amount a<br>company pays in support of a community organization/<br>project;<br> ▪ ‘time contribution’ is the cost to the company of the paid<br>working hours contributed by employees to a community<br>organization or activity (e.g., employee volunteering,<br>active participation in fundraising activities, longer-term<br>secondments to community organizations);<br> ▪ ‘in-kind contributions’ are other non-cash resources to<br>community activities and can include donations of the<br>company’s product or services or other corporate<br>resources such as IT equipment, used furniture, meeting<br>rooms or other spaces.<br>Number of reported direct beneficiaries<br>This number reflects the total number of individual<br>beneficiaries reached via Nokia’s Community investment<br>activities under key thematic pillars “Increasing digital<br>inclusion that provides access to opportunity (education,<br>health, employment)” and “Inclusion, equity & diversity” in<br>Nokia’s donation framework.<br>The Infinera acquisition did not have an impact on the targets<br>or metrics.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>162 Nokia in 2025 | |
| --- | |
| Consumers and end-users (ESRS S4)<br>Material impacts, risks and opportunities related to consumers and end-users<br>The double materiality assessment indicated that access to quality information, freedom of expression and privacy<br>(information-related impacts for consumers and/or end-users) are material sub-topics for Nokia. The following table describes<br>the material impacts, risks and opportunities and how Nokia manages those impacts, risks and opportunities.<br>Sub-topic Material impacts, risks and opportunities Management<br>Information-related impacts for consumers and/or<br>end-users: access to (quality) information<br>Positive impact: Nokia’s technology enables connectivity and the resulting positive<br>impact related to access to information, exchange of ideas and the opportunity for<br>economic development.<br>Customer engagement process through sales teams and business groups.<br>Donations and Sponsorship committee, direct management by Nokia in cooperation<br>with NGO’s or customers.<br>Information-related impacts for consumers and/or<br>end-users: freedom of expression<br>Positive impact: Enabling freedom of expression through connectivity allows<br>consumers and end-users to share opinions, access diverse information and public<br>services which further promotes informed decision-making.<br>Customer engagement process through sales teams and business groups.<br>Human Rights Due Diligence (HRDD) process as a component of the sales process<br>which encompasses various compliance topics. More details are provided below.<br>Information-related impacts for consumers and/or<br>end-users: Freedom of expression<br>Negative impact and Risk: Misuse of Nokia technology to violate human rights, such<br>as overly broad restrictions on freedom of expression and unlawful, excessive, or<br>arbitrary surveillance. Also, use of Nokia technology may give rise to conflicts<br>between human rights. For example, when actions are taken to protect public<br>safety, territorial integrity and personal security, they might create risks to rights<br>such as freedom of expression and privacy. This can have a potential negative<br>impact on end-users, as well as cause potential reputational or financial<br>consequences for the company.<br>The Nokia Human Rights Policy outlines our commitment to respect and support<br>internationally recognized human rights, as expressed in the International Bill of<br>Human Rights, OECD guidelines for multinational enterprises, ILO and the United<br>Nations Guiding Principles (UNGPs).<br>Our approach to human rights due diligence and remediation is based on the<br>UNGPs. As guided by the UNGPs, we also utilize international human rights<br>instruments that set out the rights of children, women, persons with disabilities,<br>national, ethnic, religious, and linguistic minorities, and migrant workers and their<br>families. We respect standards of international humanitarian law in situations of<br>armed conflict. Downstream Human Rights Due Diligence is a mandatory part of the<br>sales approval process at Nokia. Decisions are based on human rights risk rather<br>than commercial considerations. The process assesses the risk of adverse human<br>rights impacts linked to potential misuse of our technology, identifies mitigation<br>measures, and ensures alignment with the Human Rights Policy.<br>Information-related impacts for consumers and/or<br>end-users: Privacy<br>Negative impact: The proliferation in cyber threats increases the risk that<br>consumer / end-user data in Nokia-provided networks is compromised resulting in<br>exfiltration by malicious threat actors, who may use the data in significantly<br>impactful ways. The risk of harm is in correlation to the nature of the data which<br>may be processed by any specific enterprise sector.<br>Nokia is committed to safeguarding the personal data it processes by adhering to<br>internationally recognized privacy standards and regulations. A central team of<br>Privacy, Data and Cyber Regulatory experts, review and support all cyber incidents<br>where personal data has been or is suspected of being compromised. Our program<br>is strategically focused on understanding when and how high-risk processing is<br>taking place and the measures in place to mitigate any inherent risk.<br>Information-related impacts for consumers and/or<br>end-users: Privacy<br>Risk: The volume of and changes in global privacy laws, together with the<br>proliferation of AI-related risks, and increasing cyber threats, exacerbates the risk of<br>Nokia falling short of compliance requirements leading to negative financial,<br>reputational and regulatory consequences.<br>Nokia is committed to safeguarding the personal data it processes by adhering to<br>internationally recognized privacy standards and regulations. A central team of<br>Privacy, Data and Cyber Regulatory experts, conduct weekly horizon scanning to<br>review emerging legal requirements globally, and support with implementation<br>initiatives. AI use cases impacting individuals, are assessed for compliance with<br>privacy and AI laws and regulations, as well as ethical considerations.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>163 Nokia in 2025 | |
| --- | |
| Nokia’s approach to determining material impacts, risks and<br>opportunities is described under the ‘General information’<br>section. The identified material positive impacts reflect Nokia’s<br>core business of connectivity, networks and digitalization.<br>Nokia aims to differentiate itself as a trusted and responsible<br>producer of technology, by regarding connectivity as a social<br>good that can empower everyone, facilitate freedom of<br>expression, privacy, and security, and support positive social,<br>economic, and cultural development. It also views digitization as<br>an enabler of human rights, unlocking economic opportunities,<br>facilitating access to education, healthcare, and other public<br>services, and supporting growth, employment, and sustainable<br>livelihoods. These beliefs underpin Nokia’s support for policies,<br>strategies, and investments that promote the rollout of<br>broadband and digital transformation across society, industry,<br>and infrastructure.<br>Connectivity enabled by the networks Nokia designs, produces<br>and sells has an impact on affected communities, end-users and<br>consumers who rely on these networks for access to critical<br>services, information, and opportunities. In many cases, the<br>end-users and consumers are themselves members of the<br>affected community, meaning there is an overlap between<br>these stakeholder groups.<br>Nokia sells its network infrastructure solutions to<br>Telecommunication Providers, AI & Cloud providers, cities and<br>authorities and mission critical enterprises including mining,<br>agriculture, manufacturing, logistics, and defense sectors<br>(collectively referred to as “customers”). Those products are<br>sold directly to customers and via system integrators or other<br>third-party companies to enterprise market customers. Nokia<br>does not sell its products directly to individual consumers.<br>The positive outcomes of connectivity and how Nokia manages<br>the positive social impact of freedom of expression and access<br>to quality information on affected communities, end-users and<br>consumers is described in the section ‘Affected Communities<br>(ESRS S3)’. The policies, processes, and actions regarding<br>Nokia’s mitigation of potential negative impact and risk<br>regarding freedom of expression of affected communities, end-users and consumers are specifically addressed under this<br>section ‘Consumers and end-users (ESRS S4)’. Additionally,<br>Nokia’s privacy related policies, processes and actions are<br>described in this section.<br>Policies<br>Nokia’s Code of Conduct and Human Rights Policy (discussed<br>also in the section General information, under ‘Policies adopted<br>to manage material sustainability matters’) show Nokia’s<br>commitment to ensuring the technology it delivers supports<br>freedom of expression rather than hindering it.<br>The Nokia Human Rights Policy outlines our commitment to<br>respect and support internationally recognized human rights, as<br>expressed in the International Bill of Human Rights, OECD<br>guidelines for multinational enterprises, ILO and the United<br>Nations Guiding Principles (“UNGPs”). Our approach to human<br>rights due diligence and remediation is based on the UNGPs. As<br>guided by the UNGPs, we also utilize international human rights<br>instruments that set out the rights of children, women, persons<br>with disabilities, national, ethnic, religious, and linguistic<br>minorities, and migrant workers and their families. We respect<br>standards of international humanitarian law in situations of<br>armed conflict.<br>The Nokia downstream Human Rights Due Diligence (HRDD)<br>process is a cross‑company, proactive review conducted before<br>a solution sale is made. Decisions are based on human rights<br>risk rather than commercial considerations. The process<br>assesses the risk of adverse human rights impacts linked to<br>potential misuse of our technology, identifies mitigation<br>measures, and ensures alignment with the Human Rights Policy.<br>Key factors considered include a country’s long‑term human<br>rights record, the type of end customer, and the intended use<br>of the technology, service, or solution. When needed, the<br>process prompts further investigation and senior‑level approval<br>or denial through a senior leader governance council.<br>Nokia’s privacy commitments are addressed in section ‘Own<br>workforce (ESRS S1)’. In addition, for the purposes of protecting<br>the privacy of Nokia’s customers' individual end-users, privacy-by-design principles are embedded within the product<br>development process so that privacy requirements are<br>integrated into products to meet customers’ privacy<br>obligations.<br>Processes for engaging with consumers<br>and end-users about impacts<br>Nokia’s Stakeholder Engagement Mode of Operation standard<br>operating procedure provides employees with an understanding of<br>the operational engagement work of Nokia in sustainability. This<br>includes detailing of roles and responsibilities, key stakeholders,<br>cross-functional team involvement, reporting and trainings. In<br>accordance with the Nokia policies, the Mode of Operation<br>document is owned and maintained by the Sustainability team in<br>the Legal, Compliance and Sustainability function. The Mode of<br>Operation document is only for internal use.<br>Nokia’s end-users are Telecommunication Providers, AI & Cloud<br>providers, cities and authorities and mission critical enterprises,<br>and therefore regular customer engagement processes apply.<br>Business groups are accountable for customer sales and hold<br>the operational responsibility for ensuring this engagement<br>happens. Nokia does not have direct engagement with<br>consumers as it rarely operates the networks, but rather<br>enables the customer to offer consumer and end-user services<br>over the network equipment Nokia supplies to them.<br>When a customer implements a new network, they take<br>responsibility for related community and stakeholder engagement.<br>There may be rare exceptions to this, in particular in Asia, where<br>Nokia has taken some responsibilities related to stakeholder<br>engagement e.g., site certifications and keeping the local<br>community informed. The customer identifies the areas with lack<br>of coverage and uses this information as part of network planning.<br>Nokia customer account teams work through the customers who<br>have direct relationships to the communities and consumers.<br>Nokia collaborates with organizations, such as the Global<br>Network Initiative, to help ensure the positive impact of<br>technology on consumers. Nokia engages with other NGO's<br>which is discussed in section ‘Affected Communities (ESRS S3)’.<br>Processes to remediate negative<br>impacts and channels for consumers<br>and end-users to raise concerns<br>The processes and the channels available to raise concerns and<br>have them addressed are described in the section G1 Business<br>Conduct, under ‘Reporting channels and investigations process’.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>164 Nokia in 2025 | |
| --- | |
| Actions<br>Nokia carries out HRDD to help ensure freedom of expression<br>by limiting the potential for misuse of its products. HRDD<br>actions are applied globally across Nokia and are a mandatory<br>part of sales approval. Human rights due diligence also occurs<br>during R&D and throughout the product development lifecycle<br>through a mandatory questionnaire.<br>Nokia is a board member of the Global Network Initiative (GNI), a<br>multistakeholder group looking human rights in the ICT sector.<br>GNI comprises multinational companies, civil society, academics<br>and investors. As part of membership all companies must go<br>through an external assessment with an external accredited<br>assessor. The assessment looks at policies, processes and a<br>selection of real cases that demonstrate commitment to<br>Freedom of Expression and Right to Privacy with improvement<br>over time. Nokia is undergoing its 3rd assessment with results<br>presented to the GNI Accountability committee and GNI board in<br>2026. A report covering all companies assessed in 2026, including<br>Nokia, will be featured in the GNI annual report for that year.<br>Nokia integrates privacy-by-design principles into its product<br>development lifecycle to ensure that regulatory obligations of<br>both Nokia, and its customers, are considered and addressed<br>from the outset. Whilst Nokia typically acts as a data processor<br>of end-user personal information, where it acts as a controller,<br>it ensures that Privacy Risk Assessments are conducted to<br>mitigate risks, with high-risk processing, including AI, subject to<br>specific Data Processing Impact Assessments aligned with<br>regulatory requirements. Transparency is maintained through<br>external privacy notices that explain how Nokia processes<br>personal information of customers. Role-based access controls<br>ensure that only authorized personnel can access sensitive<br>customer data. A robust incident management framework is in<br>place to address data breaches, including notification to<br>affected parties and regulatory authorities.<br>Nokia’s central Privacy, Data and Cyber Regulatory team, conducts<br>weekly horizon scanning to ensure that emerging issues are<br>identified quickly and escalated to the appropriate stakeholders<br>to align on impact and requirements in terms of both risks and<br>issues. To ensure compliance with privacy and security laws and<br>regulations, Nokia ensures robust contractual rights and<br>obligations exists as needed, including in relation to international<br>data transfers. Nokia’s Group Security team conducts third-party audits to assess security of third party services.<br>In line with its long-term goal, Nokia works to enable its<br>customers and those who are unconnected and underserved to<br>bridge the digital divide through digital adoption and access to<br>connectivity.<br>Targets and related progress<br>Connectivity<br>Nokia has set the following targets to measure its positive<br>impacts: “Helping our customers to connect the next 2 billion,<br>measured by the number of subscriptions in Nokia radio<br>customers’ networks by 2030 (base year 2021)” and “Nokia’s<br>Fiber-to-the-Home technology to connect 140 million new<br>subscribers by 2030, helping break down the digital divide (base<br>year 2023)”.<br>Nokia reports on the number of mobile broadband subscriptions<br>as a more measurable and reliable number than that of<br> “connected people”, as one subscription can be used to<br>connect more than one person. As this is a target based on<br>mobile broadband subscriptions and operator subscriptions<br>using data from and being reported through the GSMA (the<br>global association of mobile network operators), there was no<br>engagement directly with consumers in setting this target.<br>The target is measured annually. Progress made so far indicated<br>that Nokia is on track to reach the target of 2 billion additional<br>subscriptions, with an average yearly increase of over 348<br>million subscriptions since the base year 2021. In 2025, the<br>number of mobile broadband subscriptions in Nokia radio<br>customers’ networks increased by 272 million.<br>The digital divide often means there is a lack of access to<br>broadband-based internet for various reasons such as<br>availability and affordability. With Nokia’s Fiber-to-the-Home<br>(FTTH) technology, Nokia helps operators connect even more<br>people to broadband. Nokia has set a second target, related to<br>its FTTH technology, ‘to connect 140 million new subscribers by<br>2030’ from a 2023 base year. With this metric, Nokia tracks how<br>many FTTH users worldwide are using a PON infrastructure<br>delivered by Nokia for their broadband services.<br>In the process of setting this target, Nokia estimated its potential<br>contribution to connecting more individuals to the internet<br>using FTTH technology based on market-leading industry<br>analyst reports. Performance against the target is checked<br>twice a year by tracking Nokia FTTH connected end-users.<br>Nokia has connected 61 million fiber-to-the-home subscribers<br>since the beginning of 2023 and is well on track to connect 140<br>million FTTH subscribers through its networks by 2030.<br>Nokia also contributes to improving digital skills which,<br>combined with increased connectivity, enable more inclusive<br>access to healthcare, education and employment for individuals<br>and provide the opportunity to participate in the digital<br>economy for small businesses. As described in ‘Affected<br>Communities (ESRS S3)’ Nokia has also set a target reflecting its<br>commitment to providing digital connectivity solutions and<br>expand opportunities to communicate thus contributing directly<br>to the exercise of such fundamental rights as free expression.<br>Global Network Initiative (GNI) assessment<br>To demonstrate the effectiveness of its human rights approach,<br>including upholding internationally recognized principles such as<br>Freedom of Expression, Nokia has set participation in the GNI<br>independent assessment process as a target.<br>This process aims to show that our policies and practices are<br>not only in place but are functioning effectively.<br>By undergoing this rigorous process, Nokia demonstrates<br>transparency and accountability. The assessment questions are<br>publicly available on the GNI website.<br>Key elements of the assessment include:<br>1. System and Policy Review confirming that Nokia has robust<br>frameworks to support international human rights<br>principles.<br>2. Validation of Responses as supporting evidence is<br>requested when necessary.<br>3. In-depth cases studies are included to illustrate how<br>companies apply the principles in practice and demonstrate<br>progress and improvement over time.<br>4. Independent Evaluation as an external assessor reviews<br>company practices using a standardized set of questions.<br>The assessment is ongoing and the results will be available later<br>in 2026.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>165 Nokia in 2025 | |
| --- | |
| Progress towards ESG targets in 2025<br>Target year Base year Base value Target 2025 results Target status<br>S4: Consumers and end-users<br>2030 2021<br>0 Helping our customers to connect the next 2<br>billion measured by number of subscriptions<br>in Nokia radio customers’ networks by 2030.<br>The number of mobile broadband<br>subscriptions in Nokia radio customers’<br>networks increased during 2025 by<br>272 million. Since 2021, the total cumulative<br>increase of mobile broadband subscriptions in<br>Nokia radio customers’ networks is 1 393<br>million.<br>On track<br>2030 2023<br>0 Nokia’s Fiber-to-the-Home technology to<br>connect 140 million new subscribers by 2030,<br>helping break down the digital divide.<br>Nokia has connected 61 million Fiber-to-the-Home subscribers since the beginning of<br>2023.<br>On track<br>2026 2025 N/A Nokia receives a positive outcome of the GNI<br>assessment: it met its obligations under the<br>GNI principles (around freedom of expression,<br>right to privacy) demonstrating improvement<br>over time.<br>The assessment is ongoing and the results will<br>be available later in 2026.<br>On track<br>Reporting principles for metrics<br>Connectivity<br>The calculation methodology for metric “Helping our<br>customers to connect the next 2 billion, measured by the<br>number of subscriptions in Nokia radio customers’ networks<br>by 2030” is: ▪ Yearly Mobile Networks mobile broadband connections<br>growth = Difference of absolute number of Mobile<br>Networks mobile broadband connections between two<br>years.<br>The calculation methodology for metric “Fiber-to-the-Home<br>technology will connect 140 million new subscribers by<br>2030, helping to break down the digital divide” is: ▪ Growth of Nokia FTTH broadband connections = Result<br>of “Growth of connected FTTH users per year” * “Nokia<br>market share”. Result incorporates both actual and<br>forecast data from iDate market analyst report.<br>The Infinera acquisition did not have an impact on the targets<br>or metrics.<br>Global Network Initiative (GNI) assessment<br>The GNI assessment is a qualitative assessment and will be<br>considered achieved by confirming through an independent<br>evaluation that Nokia has made good faith efforts to implement<br>the GNI principles with improvement over time. The target is<br>achieved if Nokia receives a positive outcome.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>166 Nokia in 2025 | |
| --- | |
| Governance<br>information<br>Nokia upholds high ethical standards<br>through its Code of Conduct and robust<br>compliance program. Leaders and managers<br>play a key role in fostering Nokia’s culture of<br>integrity, cultivating an environment where<br>employees are supported in making the<br>right decisions.<br>Business conduct (ESRS G1) 168<br>Nokia’s key performance indicators in 2025<br>Share of employees having completed the<br>Ethical Business Training module<br>Favorability rate of line manager engagement<br>with employees on ethics and regulatory<br>compliance matters<br>98% 75%<br>Our key highlights in 2025<br>Nokia recognized for the ninth time as one of the<br>World’s Most Ethical Companies®<br>Nokia’s 215 Ombuds leaders, located on site around the world,<br>offered employees a confidential avenue to voice their concerns<br>without fear of retaliation<br>Conducted business with around 9 800 suppliers and constantly<br>drove transparency, sustainability and good ethical business practices<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>167 Nokia in 2025 | |
| --- | |
| Business conduct (ESRS G1)<br>Management of business conduct<br>Culture of integrity<br>Nokia is consistently recognized as one of the World’s Most<br>Ethical Companies® by Ethisphere. Nokia upholds high ethical<br>standards through its Code of Conduct, training, processes, and<br>controls. The company promotes integrity and encourages<br>employees to voice concerns without fear of retaliation. Every<br>employee in the company is responsible for adhering to our<br>Code of Conduct and is held accountable for violations.<br>The Code of Conduct includes a section that outlines leader and<br>manager expectations for cultivating Nokia’s culture of integrity<br>within their respective organizations. Many resources are<br>available to educate managers about these responsibilities and<br>to facilitate discussions with team members about compliance<br>risks. Nokia measures the level of manager engagement via an<br>annual survey.<br>Nokia’s corporate culture of integrity is supported by its<br>comprehensive compliance training program, including its<br>annual mandatory “Ethical Business Training” course. The topics<br>within the mandatory training program are rotated every year to<br>raise awareness on high-risk areas, emerging risks, and key<br>focus areas.<br>Nokia’s culture of integrity helps to prevent unlawful or<br>unethical behavior and reduces risks related to anti-corruption,<br>competition, bribery, fraud, money laundering, privacy and data<br>protection, human rights and other high-risk areas. Training and<br>awareness initiatives make it clear that Nokia expects<br>employees to follow laws and policies, and they will be subject<br>to discipline, up to and including termination of employment,<br>for unlawful or unethical behavior.<br>Compliance Program governance<br>Nokia’s compliance program is supported by its Ethics and<br>Regulatory Compliance team, comprised of approximately 100<br>experienced compliance professionals, which is led by the Chief<br>Compliance Officer, who reports to the Chief Legal and<br>Administrative Officer. The team includes several distinct<br>functions, including regional and business-specific compliance<br>leaders, a risk assessment function and a global team of<br>dedicated investigators, who are independent from Nokia’s<br>business groups to ensure utmost objectivity, discreteness and<br>confidentiality and are responsible for compliance concerns that<br>are reported to Nokia.<br>The organization also includes an Anti-Corruption Center of<br>Excellence that is responsible for conducting due diligence of<br>commercial third parties, customers, and high risk suppliers and<br>oversees the due diligence of high-risk transactions. It is also<br>responsible for Nokia’s global Anti-Corruption Program, which<br>includes policies and processes, controls, and training.<br>The Chief Compliance Officer has direct access to the Audit<br>Committee of the Board, which provides oversight of Nokia’s<br>Compliance Program. The Chief Compliance Officer meets at<br>least quarterly with the Audit Committee and as needed based<br>on specific matters. The Chief Compliance Officer also meets at<br>least annually with the full Board of Directors.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>168 Nokia in 2025 | |
| --- | |
| Material impacts, risks and opportunities related to business conduct<br>The double materiality assessment indicated that corporate culture and the management of relationships with suppliers, including payment practices and corruption and<br>the prevention and detection of corruption and bribery are material sub-topics for Nokia. Nokia’s approach to determining material impacts, risks and opportunities is<br>described under the ‘General information’ section. The following table describes the material impacts, risks and opportunities and how Nokia manages these.<br>Corporate culture Positive impact: Corporate culture prioritizing sustainability can lead to responsible<br>and sustainable decision-making throughout the value chain.<br>Opportunity: Nokia is consistently recognized as one of the World’s Most Ethical<br>Companies® by Ethisphere. Nokia’s strong ethical corporate culture provides a<br>foundation to engage in business ethically and legally.<br>Risk: Breach of Nokia’s Code of Conduct or the law in regard to compliance areas<br>leading to negative financial or reputational consequences.<br>Nokia nurtures, promotes, and evaluates its compliance culture using varied mediums. It uses multiple<br>feedback channels, discussions, and training to drive and enhance the culture of continuous<br>improvement in Nokia’s Compliance Program. Nokia gauges employee attitudes, perceptions, and<br>experiences regarding the existing compliance culture using survey results and other collected inputs.<br>These results are shared with relevant business/regional teams, managed through mitigation plans,<br>and integrated into the annual risk assessment and communications process for the ongoing<br>management of Nokia’s ethical culture.<br>Management of relationship<br>with suppliers including<br>payment practices<br>Opportunity: Building trusted relationships and long-term partnerships with suppliers<br>who share Nokia’s culture of ethics and compliance.<br>Nokia builds and fosters long-term relationships with suppliers that deliver a high impact on Nokia’s<br>brand, portfolio and business performance. With a holistic management of its supplier relationships,<br>Nokia aims to maximize the value of the collaboration.<br>Corruption and bribery:<br>prevention and detection of<br>bribery<br>Opportunity: Nokia is consistently recognized as one of the World’s Most Ethical<br>Companies® by Ethisphere which, in part, reviews our anti-corruption program.<br>Nokia’s strong ethical corporate culture provides a foundation to engage in<br>business ethically and lawfully.<br>Nokia has a robust anti-corruption program that includes policies and standard operating<br>procedures, training and communications, supporting processes and control points, and<br>monitoring using automation and data analytics to ensure the efficacy of the program.<br>Sub-topic Material impacts, risks and opportunities Management<br>Nokia has robust policies and processes to avoid unlawful<br>behavior and unethical acts by its employees or by third parties<br>with which Nokia does business. With respect to anti-corruption<br>and bribery, the key risk is that a rogue employee or a third<br>party with which Nokia does business (primarily high-risk<br>suppliers or commercial third parties) engages in behavior that<br>violates Nokia’s anti-corruption policies and/or applicable laws<br>or fails to comply with or circumvents one of Nokia’s anti-corruption processes or control points. Potential violations of<br>anti-corruption laws may result in investigations; and if a<br>violation is substantiated, the results may include reputational<br>damage, fines and forfeiture awards, and potential criminal<br>action against individuals involved, as well as against those who<br>should have been aware that a violation was occurring. Nokia<br>strives to stay abreast of geopolitical changes, business<br>models and strategies that may increase the risk of corruption,<br>such as planned expansion in a high-risk market or segment. As<br>these are identified, the Ethics & Regulatory Compliance<br>organization works closely with the business to develop risk<br>mitigants proactively to minimize residual risk. These efforts<br>may include targeted and focused training, the implementation<br>of additional control points and processes, and increased<br>review and monitoring.<br>Anti-corruption and bribery risks can exist in many aspects of<br>our operations, including certain go-to-market sales models and<br>in project delivery and execution. To effectively mitigate these<br>risks, the Ethics and Regulatory Compliance organization has<br>compliance professionals who partner closely with various parts<br>of our business. Through this collaboration, the organization<br>proactively manages these changing risks by continually<br>evolving the Anti-Corruption Compliance Framework and<br>Program. Business activity presents risk with respect to the<br>possibility of third parties engaging in violations of anti-corruption laws. The third parties with the highest risk include<br>certain high-risk suppliers (those dealing in customs, site<br>acquisition work, or other engagements with governmental<br>agencies) and commercial third parties (distributors, resellers<br>and indirect resellers). To mitigate this risk, Nokia provides<br>training to those third parties with the highest risk and requires<br>annual compliance acknowledgments, as well as<br>acknowledgment of Nokia’s Third-Party Code of Conduct. These<br>actions, as well as clear contractual provisions including<br>compliance with laws, are designed to ensure that third parties<br>understand the expectations for compliant behavior. In<br>addition, suppliers and commercial third parties must<br>successfully complete a risk-based due diligence vetting<br>process. This vetting process often results in approval with risk<br>mitigants, such as periodic review of transactions, additional<br>contractual terms, or monitoring.<br>Business conduct policies and corporate<br>culture<br>Nokia’s clear and readily accessible policies and standard<br>operating procedures (SOPs) guide our employees on how to<br>behave and mitigate the risk of unlawful or unethical behavior.<br>These policies and SOPs are included in the ‘General<br>information’ section.<br>Nokia’s policy framework begins with the Nokia Code of<br>Conduct, which includes the company’s basic principles of<br>business conduct and high-level policy statements related to<br>critical business topics. Policy documents further define,<br>support and explain specific areas of focus. SOPs are created,<br>where needed, to instruct employees on specific procedures to<br>implement the policies. Finally, supplemental guidelines (e.g.,<br>country-specific guidance) or other training materials may be<br>created for specific implementation of certain procedures. The<br>full set of supporting policies and related procedures for the<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>169 Nokia in 2025 | |
| --- | |
| Code of Conduct’s risk areas are available online to Nokia’s<br>employees.<br>Employees and third parties that fail to behave ethically and<br>lawfully are held accountable. A dedicated intranet page<br>provides an overview of company level policies and SOPs. The<br>available policies are aligned with all business groups and<br>corporate functions and are disseminated to employees in<br>several ways, including:<br> ▪ Training programs, both online and live; online training<br>typically includes quiz questions to test comprehension.<br> ▪ The central SOP/policy repository on the company intranet.<br> ▪ Quarterly global communications from the Chief Compliance<br>Officer and targeted communications from regional and<br>business compliance leaders.<br> ▪ Examples and real cases to highlight the importance of<br>compliance both for Nokia and the individual employee.<br>Nokia’s Code of Conduct is available in a web-based format in<br>20 languages. It enforces Nokia’s values and expectations,<br>outlines Nokia’s 14 key compliance policy statements and<br>unites all Nokia employees around a common vision. The Code<br>serves as a guiding framework that provides clarity and<br>consistency in decision making and defines the principles of<br>ethical and compliant business practices that all employees and<br>managers are expected to follow. Everyone in the company is<br>required to review and acknowledge the Code annually as part<br>of mandatory compliance training.<br>A separate Code of Ethics is in place for Nokia’s President and<br>CEO, Nokia’s Chief Financial Officer, and Nokia’s Corporate<br>Controller. The purpose of the Code of Ethics is to reinforce<br>ethical behavior, promote high standards of corporate<br>governance, and highlight the additional responsibilities of these<br>functions. It complements Nokia’s Code of Conduct and Insider<br>Trading Policy, as well as other applicable company guidelines.<br>Nokia’s Third-Party Code of Conduct requires Nokia’s third-party business partners to follow similar ethical practices to<br>those included in Nokia’s Code of Conduct.<br>Nokia nurtures, promotes and evaluates its compliance culture<br>using varied mediums. It uses multiple feedback channels,<br>discussions and training courses to drive continuous<br>improvement in Nokia’s Compliance Program. Nokia gauges<br>employee attitudes, perceptions, and experiences regarding the<br>compliance culture using survey results and other collected<br>inputs. These results are shared with relevant business/regional<br>teams, managed through mitigation plans, and integrated into<br>the annual risk assessment and training and communications<br>planning for ongoing management of Nokia’s ethical culture.<br>Beyond a company-wide survey, Nokia also uses other means to<br>gauge the effectiveness of our Compliance Program, including<br>short pulse surveys on specific topics for more frequent<br>feedback on the overall climate in the company as it relates to<br>Nokia’s essentials: open, fearless, and empowered. As an<br>example, Nokia’s 2025 mandatory Ethical Business Training<br>course integrated anonymous questions related to fear of<br>retaliation, usage of Nokia’s Code of Conduct, reporting<br>concerns, specific policies, and line manager engagement. 75%<br>of respondents to the voluntary 2025 survey indicated that their<br>manager discussed ethics and compliance with their team.<br>Below are some of the resources, platforms and methods that<br>Nokia uses to regularly reinforce its culture of doing business<br>with integrity:<br> ▪ Nokia Code of Conduct<br> ▪ Manager internal posts and news articles<br> ▪ Social media posts from subject matter topical experts,<br>Nokia’s Chief Compliance Officer and other senior leaders<br> ▪ Internal news articles with topic-related links and resources<br> ▪ Awareness campaigns and resources (i.e. speaking up and<br>anti-retaliation)<br> ▪ Ombuds program, dedicated resources, and campaigns<br> ▪ Dedicated web pages for Compliance Program elements with<br>related resource documents and contacts<br> ▪ Quarterly newsletter<br> ▪ Podcasts, animations, videos, posters, brochures<br> ▪ Annual Integrity Day event: senior leader/Group Leadership<br>Team participation and web event, local events around the<br>world, global-level and local messaging, compliance awards,<br>compliance games<br>Refer to the ‘General information’ section for all Compliance<br>Program policies.<br>Reporting channels and investigations process<br>Nokia provides multiple channels to report compliance concerns:<br>Legal, Compliance and Sustainability, Ombuds leaders, People<br>organization, a dedicated email, and an Ethics Helpline (EU<br>Whistleblower Directive compliant) with online and country-specific options. Internal and external webpages also support<br>concern reporting. The external reporting web page explains the<br>reporting process and provides links and information about all<br>the available reporting options. The Ethics Helpline allows for<br>anonymous reporting and is open to employees and external<br>stakeholders.<br>Nokia’s Ombuds network is a critical element of Nokia’s<br>Compliance Program and is available to employees, in addition to<br>the Nokia Ethics Helpline and/or consulting with the Legal,<br>Compliance and Sustainability team, the People organization, or<br>managers. Ombuds leaders sit outside of the Legal, Compliance<br>and Sustainability team, and People organization and serve as<br>confidential, neutral, supplemental resources for employees to<br>raise compliance questions, concerns and requests for guidance.<br>They expand the reach of Nokia’s Compliance Program and<br>provide another means to report suspected policy and law<br>violations, as well as assist in preventing, detecting, and<br>addressing wrongdoing. At the end of 2025, Nokia had 215<br>Ombuds leaders around the world, and 80 percent of Nokia’s<br>employees worked in locations with an on-site Ombuds leader. It is<br>important to note that the full Ombuds network is available to<br>support all employees globally and is not restricted to<br>employees within their respective location and/or organization.<br>The Ethics and Regulatory Compliance Investigations Group is<br>primarily responsible for managing the intake of all compliance<br>concerns in the company across multiple channels, as well as<br>case assignment, investigation, closure, and follow-up with<br>respect to remediation and discipline. Nokia’s team of<br>dedicated investigators, which sits centrally within the Ethics<br>and Regulatory Compliance function, is not attached to any<br>particular business group or function and reports into the Legal<br>Compliance and Sustainability leadership. The investigator of<br>any matter is fully independent of the chain of management of<br>the alleged subject and the individual raising the concern.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>170 Nokia in 2025 | |
| --- | |
| In 2025, Nokia's Ethics and Regulatory Compliance<br>Investigations Group received a total of 884 reports, of which<br>346 were investigated by the Investigations Group as suspected<br>violations of applicable law, policy, or Nokia’s Code of Conduct.<br>In 2025, the Investigations Group closed 313 investigations into<br>alleged violations of Nokia’s Code of Conduct, of which 118<br>were substantiated with cause found after investigation. Nokia<br>implemented corrective actions including 24 dismissals and 32<br>written warnings. Beyond individual discipline, detailed root<br>cause analysis was conducted for substantiated cases, and<br>unsubstantiated cases as appropriate, to identify, implement<br>and monitor remedial measures and improvements.<br>Nokia integrates its investigation process into its corporate<br>culture by regularly communicating major findings and trends in<br>a transparent fashion and raising awareness about the reporting<br>process and the importance of speaking up. Regular read-outs<br>about investigation statistics, key findings, and trends are<br>provided to several internal groups, including regional/business<br>group compliance leaders, who include investigations findings in<br>the reporting for their respective jurisdictions and share this<br>information with business leadership several times per year;<br>Ombuds leaders, who share this type of information with<br>employees in local awareness sessions; and senior<br>management, as well as the Board of Directors and external<br>auditors. Global trends and anonymized real cases are shared<br>with all employees in Nokia’s internal quarterly company-wide<br>Ethics and Regulatory Compliance newsletter (“Integrity<br>Matters”). Additionally, annual investigation statistics by<br>category, as well as links to anonymized case examples are<br>provided externally. Each quarter, the Chief Compliance Officer<br>updates the Audit Committee regarding significant allegations<br>and outcomes of investigations and once per year reports this<br>information to the Board and the Group Leadership Team.<br>Protecting against retaliation<br>Nokia has always positioned itself as a company committed to<br>combating and avoiding all forms of retaliation and maintaining<br>a culture in which its employees and partners feel comfortable<br>raising concerns about suspected violations of Nokia’s Code of<br>Conduct and policies, or applicable laws or regulations. Nokia<br>will not tolerate any adverse treatment of an employee or<br>partner (to the extent reasonably within Nokia’s control for a<br>non-employee) who raises a concern in good faith or provides<br>evidence in support of such a concern. Any employee who<br>retaliates or participates in retaliating against another employee<br>for raising a compliance concern or for assisting in an<br>investigation will be subject to discipline, up to and including<br>termination of employment.<br>In a clear, widely-disseminated and readily-accessible manner,<br>Nokia provides employees with many avenues to report<br>concerns, as well as resource documents and information on<br>external reporting channels. This includes region- and location-specific external reporting options. Annual comprehensive<br>campaigns (consisting of various training initiatives, media and<br>communications) remind and train employees on reporting<br>concerns, available resources, and Nokia’s anti-retaliation<br>policy. Managers are provided additional resources, including a<br>toolkit and checklist, for handling concern reporting. A<br>dedicated internal web page on retaliation provides employees<br>with valuable resource information and guidance, including<br>employee and manager anti-retaliation guides.<br>Training<br>The Ethics and Regulatory Compliance organization maintains a<br>three-year strategic approach and roadmap for training. Nokia’s<br>Ethical Business Training course is updated every year and<br>required annually for all employees. It was one of the three<br>mandatory, web-based training courses deployed in the<br>mandatory 2025 curriculum, with the other modules covering<br>information security and privacy awareness and safety and<br>security. The Ethical Business Training course included a review<br>and acknowledgment of Nokia’s Code of Conduct and the<br>related 14 policy areas; a requirement to declare potential<br>conflicts of interest; and short reviews of key topics including<br>competitive intelligence, purchasing policy and process, use of<br>AI tools, ESG, working with government officials, use of<br>corporate credit cards, and a reminder of managers’ compliance<br>responsibilities. In 2025, 98.3% (target 95%) of Nokia’s<br>employees completed the Ethical Business Training module.<br>New employees are assigned a new-hire training curriculum that<br>includes the current annual mandatory training curriculum.<br>In 2025, Nokia also provided training (online and in-person) and<br>communications on emerging risks along with important<br>reminders about roles and responsibilities. Examples include:<br>1. Just-in-time training videos to provide information at the<br>time most needed, triggered by specific employee<br>requests or actions (e.g., employees who are involved in<br>indirect sales transactions receive a three-minute video on<br>the required due diligence process).<br>2. Risk-specific training and communications on privacy, anti-corruption, competition law, site permitting, human rights<br>due diligence, and Nokia’s indirect sales process.<br>3. Anti-retaliation awareness messaging, videos and resources<br>to heighten awareness of potential retaliatory behaviors<br>and available support channels.<br>4. Launched targeted training on anti-corruption and<br>competition law to individuals in sales roles.<br>5. New awareness videos on corruption and conflicts of<br>interest, and micro-learning to emphasize the importance<br>of bystander reporting.<br>These resources were supplemented by live training sessions<br>delivered to target audiences on various compliance topics<br>throughout the year.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>171 Nokia in 2025 | |
| --- | |
| Nokia opportunity: Anti-Corruption and Anti-Bribery Program<br>Nokia has a robust Anti-Corruption Program that focuses on identifying and mitigating compliance risks associated with third parties<br>and multi-layer transactions, as well as geopolitical events that may pose a risk under applicable laws, including anti-corruption.<br>Nokia’s Global Anti-Corruption Program<br>Nokia’s Code of Conduct Policies supporting the anti-corruption program<br>Covers the following topics:<br> ▪ Dealing with Government Officials<br> ▪ Improper Payments<br> ▪ Working with Third Parties<br> ▪ Controllership<br> ▪ Speaking up (our whistleblowing program)<br>Various policies are available to all employees on Nokia’s<br>intranet site, including the following:<br> ▪ Anti-Corruption Policy<br> ▪ Conflict of Interest Policy<br> ▪ No PO/No Pay Policy<br> ▪ Travel Policy<br> ▪ Dealing with Government Officials contained in our Code<br>of Conduct: See ‘Code of Conduct’ in General information<br>section<br> ▪ Controllership contained in our Code of Conduct: See<br> ‘Code of Conduct’ in General information section<br> ▪ Working With Third Parties contained in our Code of<br>Conduct: See ‘Code of Conduct’ in General information<br>section<br> ▪ Improper payments contained in our Code of Conduct:<br>See ‘Code of Conduct’ in General information section<br> ▪ Corporate Hospitality and Gift SOP<br> ▪ Global Donations, Other Contributions and Sponsorships<br>SOP<br> ▪ Third-Party Risk Management SOP<br> ▪ Prohibition of Facilitation Payments SOP<br> ▪ Site Acquisition Permitting and Site Access Fees SOP<br>Third party code of conduct<br> ▪ Includes Nokia’s expectations relating to anti-corruption and bribery<br>Training specific to anti-corruption and bribery<br> ▪ Included in Nokia’s annual mandatory Ethical Business<br>Training required of all employees<br> ▪ Focused training on anti-corruption and bribery that<br>is assigned to high-risk employee populations, such<br>as training for employees involved in projects<br>requiring site acquisition and customer-facing sales<br>teams<br>Nokia also has monitoring processes in place to identify<br>possible process gaps, including: monitoring our customer<br>relationship management and deal opportunity tool to ensure<br>in-scope commercial third parties have been screened by<br>Nokia’s Anti-Corruption Center of Excellence; monitoring<br>expense reimbursement claims relating to hospitality to third<br>parties to ensure that the gifts, travel and entertainment (‘GTE’)<br>pre-approval process was followed; reviewing spend reports to<br>ensure that any high-risk suppliers have been vetted at the<br>appropriate due diligence level; conducting risk-based due<br>diligence on all third parties to identify any red flags or risk<br>before engaging in business with them, with a three-year re-screening required; and reviewing any concerns that are raised<br>relating to improper payments through Nokia’s whistleblower<br>system, as described in the ‘Reporting channels and<br>investigations process’ section.<br>The groups of employees deemed to be highest risk with<br>respect to Nokia’s business include:<br> ▪ sales and pre-sales employees<br> ▪ employees working with government officials<br> ▪ employees involved in site acquisition and site access<br>permitting<br> ▪ employees involved with customs clearance and logistics<br>vendors<br> ▪ employees involved with tax advisors and related services<br> ▪ the Geopolitics and Government Relation team and<br> ▪ the Finance team, since they have a key controllership role<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>172 Nokia in 2025 | |
| --- | |
| Training specific to anti-corruption and bribery is included in<br>Nokia’s annual, mandatory Ethical Business Training course and<br>is required of 100% of Nokia employees: all administrative,<br>management and supervisory bodies. Anti-corruption is<br>highlighted in this course given the potential high-risk exposure<br>and is rolled out not only to all employees but also to Nokia’s<br>Board of Directors. Nokia also has a separate standalone course<br>that focuses on corruption risk and speak-up channels. Refer to<br>the ‘General information’ section for more information on<br>compliance policies.<br>All suspected breaches in procedures and standards of anti-corruption and anti-bribery are investigated. When an<br>investigation concludes that there has been a violation of Nokia’s<br>policies, including Nokia’s Anti-Corruption and Anti-Bribery<br>policy, appropriate disciplinary action is taken. Such actions may<br>include financial loss, termination of employment, demotion or<br>role change, a written warning, and/or mandatory training.<br>Nokia’s Anti-Corruption Center of Excellence has a<br>comprehensive, multifaceted, risk-based approach to help<br>identify and mitigate risks to the company while empowering<br>Nokia’s business teams to sell Nokia products and services<br>responsibly.<br>Management of supplier relationships<br>Nokia’s supply chain is a critical component of Nokia’s own<br>reputation and extended impact. Nokia works with both<br>customers and suppliers to drive transparency, sustainability<br>and good ethical business practices in Nokia’s deep and often<br>complex supply chain.<br>Nokia works with its suppliers to develop, innovate and build<br>capability to enable a more sustainable and transparent<br>ecosystem.<br>In 2025, Nokia conducted business with around 9 800 suppliers,<br>and 80% of Nokia’s total supplier spend was distributed across<br>around 340 suppliers.<br>Supplier’s due diligence<br>Nokia expects its suppliers to adhere to its Third-Party Code of<br>Conduct and provides them with Nokia Supplier Requirements,<br>including the Responsible Business Alliance’s Code of Conduct<br>and additional, Nokia-specific sustainability requirements. The<br>requirements are periodically revisited and cover topics such as<br>labor and human rights management, health, safety and<br>security, privacy, risk management, environment, ethics, and<br>anti-corruption. They are communicated to Nokia’s suppliers<br>and integrated into Nokia’s contractual requirements, supplier<br>qualification, auditing and supplier learning and capability building.<br>Monitoring, assessment and auditing<br>Nokia’s key supplier-related monitoring, assessment and<br>auditing activities include an on-site corporate responsibility<br>audit program, EcoVadis sustainability assessments, Nokia’s in-house health and safety Supplier Maturity Assessment (SMA),<br>the CDP Supply Chain Climate and Water Security assessments,<br>Recycled Materials Content and Responsible Minerals Sourcing<br>assessments. The results of supplier due-diligence assessments<br>are integrated into Nokia’s Supplier Performance Evaluation as a<br>Sustainability Pillar. For more information, please see the<br>section ‘Workers in the value chain (ESRS S2)’.<br>Managing risk and opportunity in Nokia’s supply<br>chain<br>Nokia’s internal analysis and enterprise risk management<br>process help identify its potential supply chain risks. Nokia<br>carries out more in-depth analyses to determine all supply chain<br>risks via its dedicated Supplier Sustainability Risk Dashboard,<br>where it looks at various sustainability risks, commodity risks<br>and more, on a supplier location level. The outcomes are<br>included in Nokia’s category strategies, which it reviews annually<br>with its purchasing category leads. Failing to meet established<br>sustainability requirements will impact the future business<br>perspective of the supplier.<br>Nokia prioritizes long-term relationships with suppliers who<br>significantly impact its brand, portfolio, and business outcomes.<br>By managing these partnerships with a comprehensive approach,<br>Nokia aims to maximize the benefits of the collaboration.<br>Payment practices for suppliers<br>Nokia treats its business partners with respect and always<br>endeavors to pay its suppliers’ valid dues on time as per<br>contractual obligations and country regulations. Suppliers need<br>to follow defined guidelines for correct and timely invoice<br>submission. E-invoicing is set up as a mandatory or the<br>preferred method of invoice receiving in all countries where it is<br>legally allowed.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>173 Nokia in 2025 | |
| --- | |
| Actions<br>Actions taken to support Nokia’s Compliance Program and culture:<br>1. Everyone in the company is required to review and<br>acknowledge the Nokia Code of Conduct annually and<br>disclose any conflicts of interest as part of annual<br>mandatory Ethical Business compliance training. The<br>topics within the mandatory training are rotated every year<br>to spread awareness on high-risk areas, emerging risks,<br>and key current topics. Anti-corruption is highlighted in the<br>same course because it is a high-risk area, and Nokia also<br>has a separate standalone course that focuses on<br>corruption risk and speak-up channels. In addition to<br>annual mandatory training, Nokia supplements training and<br>awareness with numerous live and recorded training<br>sessions delivered to smaller target audiences on various<br>compliance topics throughout the year.<br>2. Nokia combats and prohibits all forms of retaliation and is<br>committed to maintaining a culture in which its employees<br>feel comfortable raising concerns about suspected<br>violations of the Code of Conduct, and related company<br>policies or laws and regulations. Nokia will not tolerate any<br>adverse employment action against an employee who<br>raises a compliance concern or assists in an investigation<br>in good faith.<br>3. Nokia provides multiple channels to report compliance<br>concerns: Legal, Compliance and Sustainability, Ombuds<br>leaders, the People organization, a dedicated email, and an<br>Ethics Helpline (EU Whistleblower Directive compliant) with<br>online and country-specific options. Nokia has internal and<br>external web pages dedicated to concern reporting and<br>whistleblowing resources.<br>4. Nokia’s Anti-Corruption Program focuses on identifying<br>and mitigating compliance risks associated with third<br>parties and multi-layer transactions, as well as geopolitical<br>events that may pose a risk under applicable laws,<br>including anti-corruption. The Anti-Corruption Program<br>includes various elements, such as training, monitoring,<br>policies, and processes.<br>5. All suspected breaches in procedures and standards of<br>anti-corruption and anti-bribery are investigated. When an<br>investigation concludes that there has been a violation of<br>Nokia’s policies, including Nokia’s Anti-Corruption and<br>Anti-Bribery Policy, appropriate disciplinary action is taken.<br>Such actions may include financial loss, termination,<br>demotion or role change, written warnings, and/or<br>mandatory training.<br>6. The Chief Compliance Officer presents separately and<br>independently on the status and effectiveness of Nokia’s<br>Compliance Program to the full Board of Directors at least<br>once per year, to the Audit Committee at least four times<br>per year and to the Group Leadership Team at least once<br>per year, and as needed.<br>7. Nokia gauges employee attitudes, perceptions, and<br>experiences regarding the compliance culture using survey<br>results and other collected inputs. These results are<br>shared with relevant stakeholders and managed through<br>mitigation plans with an eye toward continuous<br>improvement.<br>Targets and progress towards<br>achievement<br>Nokia establishes targets as one of the vehicles to drive and<br>measure a robust Compliance Program. Nokia holds its leaders<br>accountable for driving a strong culture of compliance within<br>their organizations by promoting a strong culture of<br>compliance, leading by example, and meeting (with the goal to<br>exceed) established compliance targets.<br>Status of 2025 targets:<br>Ethical Business Training course<br>Target: Ethical Business Training course, which includes ESG<br>(Environmental, Social, Governance) training, completed by<br>95% of employees by 31 October 2025<br>Progress towards ESG targets in 2025<br>Target year Base year Base value Target 2025 results Target status<br>G1: Governance<br>2025 2024 98% Ethical Business Training (EBT), which includes<br>ESG (Environmental, Social, Governance)<br>training, completed by 95% of employees<br>98% of employees completed the Ethical<br>Business Training<br>Achieved<br>2030 2016 85% Maintain 85% favorability of employee/line<br>manager engagement on the importance of<br>ethics and compliance by the year 2030<br>75% of respondents to the voluntary 2025<br>survey indicated that their manager discussed<br>ethics and compliance with their team. An<br>assessment of the current target led to the<br>conclusion that the target is ineffective for<br>purposes of measuring and tracking material<br>impacts, risks and opportunities related to ethics<br>and compliance. This target will be changed<br>during 2026.<br>Not on track<br>Progress on target: Achieved<br>Ethical Business Training course, which includes ESG<br>(Environmental, Social, Governance) training, completed by<br>98% of employees as of 31 October 2025<br>Training specific to anti-corruption and bribery is included in the<br>Ethical Business Training course.<br>Line manager engagement<br>Target:<br>85%<br>favorability of employee/line manager engagement on ethics<br>and compliance by the year 2030. This target covers Nokia’s line<br>managers and their direct reports.<br>Progress on target: Not on track<br>75%<br>for the year ended 31 December 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>174 Nokia in 2025 | |
| --- | |
| Disclosure tables<br>The table below details anti-corruption training topics and frequency. Anti-corruption is highlighted<br>in Nokia’s mandatory Ethical Business Training course which is deployed annually to all employees.<br>In addition, separate standalone courses that focus on corruption risk are deployed per the<br>frequency shown:<br>Nokia ethics and anti-corruption training as of December 2025:<br>Topic Format Target Audience Frequency<br>Mandatory Ethical Business Training (EBT);<br>includes Code of Conduct overview and<br>acknowledgement and conflict of interest<br>disclosure<br>Online All employees Annually<br>Conflict of Interest (part of EBT) Online All employees Every 3-4 years<br>Anti-bribery/anti-corruption/improper<br>payments (part of EBT)<br>Online Role-based Every 1-2 years<br>Anti-corruption training for third parties Online Third parties Every 3 years<br>Anti-corruption (advanced course) Online Role-based One time plus as<br>needed<br>Corporate hospitality "Just in time" video<br>(automatically presented based on<br>hospitality request)<br>Online video Employees<br>requesting<br>hospitality<br>approval<br>At time of approval<br>request<br>Gifts, Travel, and Entertainment (GTE) Online All employees<br>using GTE tool<br>As needed<br>Hospitality and GTE approval tool Live/virtual High risk roles; new<br>employees from<br>acquisition<br>Once plus as<br>needed<br>Third-party Code of Conduct Microlearning and<br>video<br>Third parties Every 2 years<br>Site acquisition, site permitting compliance Online Role based Every 3-4 years<br>Travel & Expense approvals Online People managers,<br>Employees with<br>Corporate credit<br>card<br>Every 3-4 years<br>Site Permitting Anti-corruption Training for<br>Nokia's subcontractors<br>Online Specific<br>subcontractors<br>involved in site<br>permitting projects<br>As needed<br>The trainings listed in the table are also deployed to the members of the administrative,<br>management and supervisory bodies as required.<br>In 2025, Nokia’s Ethics and Regulatory Compliance Investigations Group received a total of 884<br>reports, of which 346 were investigated by the Investigations Group as suspected violations of<br>applicable law, policy, or Nokia’s Code of Conduct. See the following table for 2025 and 2024<br>reported concerns by category.<br>Ethics and compliance data 2025 2024<br>Total number of concerns reported 884 923<br>Conflict of interest 37 41<br>Controllership 100 83<br>Dealing with government officials 2 4<br>Fair competition 3 11<br>Fair employment (all HR-related) 389 391<br>Guidance 123 112<br>Human rights 0 3<br>Improper payments 6 9<br>Insider trading 0 2<br>Intellectual property and confidential information 33 47<br>Privacy 13 22<br>Trade compliance 7 14<br>Well-being, health and safety and the environment 16 17<br>Working with third parties 55 82<br>Other 100 85<br>Number of investigations by the Ethics and Regulatory Compliance function 346 384<br>Number of allegations substantiated with ‘cause found’ after investigation 118 165<br>Number of employees given a written warning on grounds of violation of the<br>Code of Conduct 32 30<br>Number of employees dismissed on grounds of violation of the Code of Conduct 24 12<br>Reporting principles for metrics<br>Ethics and compliance data<br>Number of concerns is based on actual numbers reported and there are no estimations<br>included.<br>Manager engagement<br>The manager engagement percentage is determined by employees’ affirmative responses to<br>the voluntary 2025 Ethics and Compliance Survey question, ‘My manager talks to the team<br>about the importance of ethics and compliance’.<br>Ethical Business Training<br>The Ethical Business Training course is assigned to all Nokia employees. Upon the deadline for<br>training completion, the final completion percentage is calculated by the number of<br>mandatory training completions divided by the number of active employees.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>175 Nokia in 2025 | |
| --- | |
| Appendix to the Sustainability<br>Statement<br>Reference table<br>ESRS 2 - General information<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Basis for preparation DR BP-1 – General basis for preparation of the sustainability statement Basis for preparation ‘General basis for preparation of the Sustainability Statement’ 86<br>Basis for preparation DR BP-2 – Disclosures in relation to specific circumstances Basis for preparation ‘Disclosures in relation to specific circumstances’ 87<br>Governance DR GOV-1 – The role of the administrative, management and supervisory bodies Governance 'Roles of Nokia’s administrative, management and supervisory bodies regarding sustainability matters' 88<br>Governance DR GOV-2 – Information provided to and sustainability matters addressed by the undertaking’s<br>administrative, management and supervisory bodies<br>Governance ‘Informing and supporting the administrative, management and supervisory bodies in their oversight of impacts,<br>risks and opportunities’<br>91<br>Governance DR GOV-3 – Integration of sustainability-related performance in incentive schemes Governance ‘Integration of sustainability-related performance in incentive schemes’ 91<br>Governance DR GOV–4 - Statement on due diligence Governance ‘Statement on due diligence’ 92<br>Governance DR GOV–5 - Risk management and internal controls over sustainability reporting Governance ‘Risk management and internal controls over sustainability reporting’ 93<br>Strategy DR SBM-1 – Strategy, business model and value chain Strategy ‘Key elements of Nokia’s general strategy relevant to sustainability matters’<br>Strategy ‘Business model and value chain’<br>94<br>95<br>Strategy DR SBM-2 – Interests and views of stakeholders Strategy ‘Interests and views of stakeholders’ 97<br>Strategy DR SBM-3 - Material impacts, risks and opportunities and their interaction with strategy and<br>business model<br>Strategy ‘Material topics and their interaction with Nokia’s strategy and business model’<br>Impact, risk and opportunity management ‘Material impacts, risks and opportunities identified in the double materiality assessment’<br>98<br>105<br>Impact, risk and opportunity<br>management<br>DR IRO-1 - Description of the process to identify and assess material impacts, risks and<br>opportunities<br>Impact, risk and opportunity management ‘Description of the process to identify and assess material impacts, risks and<br>opportunities’<br>102<br>Impact, risk and opportunity<br>management<br>DR IRO-2 – Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement Appendix to the Sustainability Statement ‘Reference table’, ‘List of data points that derive from other EU legislation’ 176, 181<br>Impact, risk and opportunity<br>management<br>Policies MDR-P – Policies adopted to manage material sustainability matters Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’.<br>More information related to MDR-P are disclosed in topical sections:<br>Climate change (ESRS E1) ‘Policies’;<br>Resource use and circular economy (ESRS E5) ‘Policies’;<br>Own workforce (ESRS S1) ‘Policies’;<br>Workers in the value chain (ESRS S2) ‘Policies’;<br>Affected communities (ESRS S3) ‘Policies’;<br>Consumers and end-users (ESRS S4) ‘Policies’;<br>Business conduct (ESRS G1) ‘Business conduct policies and corporate culture’<br>108<br>113<br>126<br>145<br>153<br>160<br>164<br>169<br>Impact, risk and opportunity<br>management<br>Actions MDR-A – Actions and resources in relation to material sustainability matters Information related to MDR-A are disclosed in topical sections:<br>Climate change (ESRS E1) ‘Transition plan and actions related to climate change policies’;<br>Resource use and circular economy (ESRS E5) ‘Actions’;<br>Own workforce (ESRS S1) ‘Actions’;<br>Workers in the value chain (ESRS S2) ‘Actions’;<br>Affected communities (ESRS S3) ‘Actions’;<br>Consumers and end-users (ESRS S4) ‘Actions’;<br>Business conduct (ESRS G1) ‘Actions’<br>113<br>128<br>147<br>154<br>160<br>165<br>174<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>176 Nokia in 2025 | |
| --- | |
| ESRS 2 - General information<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Metrics and targets Metrics MDR-M – Metrics in relation to material sustainability matters Information related to MDR-M are disclosed in topical sections:<br>Climate change (ESRS E1) ‘Disclosure tables’, ‘Reporting principles for metrics’;<br>Resource use and circular economy (ESRS E5) ‘Disclosure tables’, ‘Reporting principles for metrics’;<br>Own workforce (ESRS S1) ‘Disclosure tables’, ‘Reporting principles for Nokia own workforce metrics’;<br>Workers in the value chain (ESRS S2) ‘Disclosure tables’, ‘Reporting principles for metrics’;<br>Affected communities (ESRS S3) ‘Targets and progress towards achievement’, ‘Reporting principles for metrics’;<br>Consumers and end-users (ESRS S4) ‘Targets and related progress’, ‘Reporting principles for metrics’;<br>Business conduct (ESRS G1) ‘Disclosure tables’, ‘Reporting principles for metrics’<br>121, 123<br>131, 132<br>149, 151<br>157, 158<br>161, 162<br>165, 166<br>175, 175<br>Metrics and targets Targets MDR-T – Tracking effectiveness of policies and actions through targets Strategy ‘Our sustainability targets’.<br>More detailed information on MDR-T are disclosed in topical sections:<br>Climate change (ESRS E1) ‘Targets and progress in targets’;<br>Resource use and circular economy (ESRS E5) ‘Targets and progress in targets’;<br>Own workforce (ESRS S1) ‘Targets and progress in targets’;<br>Workers in the value chain (ESRS S2) ‘Targets and progress in targets’;<br>Affected communities (ESRS S3) ‘Targets and progress in targets’;<br>Consumers and end-users (ESRS S4) ‘Targets and related progress’;<br>Business conduct (ESRS G1) ‘Targets and progress in targets’<br>101<br>119<br>129<br>148<br>155<br>161<br>165<br>174<br>ESRS E1 - Climate change<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Governance ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes Governance ‘Integration of sustainability-related performance in incentive schemes’ 91<br>Strategy DR E1-1 – Transition plan for climate change mitigation Climate change (ESRS E1) 'Transition plan and actions related to climate change policies' 113<br>Strategy DR related to ESRS 2 SBM-3 – Material impacts, risks and opportunities and their interaction with<br>strategy and business model<br>Climate change (ESRS E1) 'Climate scenario and resilience assessment' 111<br>Impact, risk and opportunity<br>management<br>DR related to ESRS 2 IRO-1 – Description of the processes to identify and assess material climate-related impacts, risks and opportunities<br>Climate change (ESRS E1) 'Climate scenario and resilience assessment' 111<br>Impact, risk and opportunity<br>management<br>DR E1-2 – Policies related to climate change mitigation and adaptation Climate change (ESRS E1) 'Policies' 113<br>Impact, risk and opportunity<br>management<br>Policies MDR-P – Policies adopted to manage material sustainability matters Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’;<br>Climate change (ESRS E1) 'Policies'<br>108<br>113<br>Impact, risk and opportunity<br>management<br>DR E1-3 – Actions and resources in relation to climate change policies Climate change (ESRS E1) 'Transition plan and actions related to climate change policies' 113<br>Impact, risk and opportunity<br>management<br>Actions MDR-A – Actions and resources in relation to material sustainability matters Climate change (ESRS E1) 'Transition plan and actions related to climate change policies', 'Targets and progress towards<br>achievement'<br>113 , 119<br>Metrics and targets DR E1-4 – Targets related to climate change mitigation and adaptation Climate change (ESRS E1) 'Targets and progress towards achievement',<br>'Disclosure tables'<br>119<br>121<br>Metrics and targets Metrics MDR-M – Metrics in relation to material sustainability matters Climate change (ESRS E1) 'Targets and progress towards achievement',<br>'Disclosure tables',<br> ‘Reporting principles for metrics’<br>119<br>121<br>123<br>Metrics and targets Targets MDR-T – Tracking effectiveness of policies and actions through targets Strategy ‘Our sustainability targets’;<br>Climate change (ESRS E1) 'Transition plan and actions related to climate change policies',<br>'Targets and progress towards achievement’<br>101<br>113<br>119<br>Metrics and targets DR E1-5 – Energy consumption and mix Climate change (ESRS E1) 'Disclosure tables' 121<br>Metrics and targets DR E1-6 – Gross scopes 1, 2, 3 and Total GHG emissions Climate change (ESRS E1) 'Disclosure tables' 121<br>Metrics and targets DR E1-7 – GHG removals and GHG mitigation projects financed through<br>carbon credits<br>Climate change (ESRS E1) 'Transition plan and actions related to climate change policies' 113<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>177 Nokia in 2025 | |
| --- | |
| ESRS E5 - Resource use and circular economy<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Impact, risk and opportunity<br>management<br>DR related to ESRS 2 IRO-1 – Description of the processes to identify and assess material resource<br>use and circular economy-related impacts, risks and opportunities<br>Strategy ‘Material topics and their interaction with Nokia’s strategy and business model’;<br>Impact, risk and opportunity management ‘Description of the process to identify and assess material impacts, risks and<br>opportunities’;<br>Resource use and circular economy (ESRS E5) ‘Material impacts, risks and opportunities related to resource use and circular<br>economy’<br>98<br>102<br>125<br>Impact, risk and opportunity<br>management<br>DR E5-1 – Policies related to resource use and circular economy Resource use and circular economy (ESRS E5) ‘Material impacts, risks and opportunities related to resource use and the<br>circular economy’, ‘Policies’<br>125<br>126<br>Impact, risk and opportunity<br>management<br>Policies MDR-P – Policies adopted to manage material sustainability matters Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’;<br>Resource use and circular economy (ESRS E5) ‘Policies’<br>108<br>126<br>Impact, risk and opportunity<br>management<br>DR E5-2 – Actions and resources related to resource use and circular economy Resource use and circular economy (ESRS E5) ‘Material impacts, risks and opportunities related to resource use and circular<br>economy’, ‘Policies’, ‘Actions’<br>125, 126,<br>128<br>Impact, risk and opportunity<br>management<br>Actions MDR-A – Actions and resources in relation to material sustainability matters Resource use and circular economy (ESRS E5) ‘Actions’, ‘Targets and progress towards achievement’, ‘Disclosure tables’ 128, 129,<br>131<br>Metrics and targets Disclosure Requirement E5-3 – Targets related to resource use and circular economy Strategy ‘Our sustainability targets’;<br>Resource use and circular economy (ESRS E5) ‘Targets and progress towards achievement’, ‘Actions’<br>101<br>129, 128<br>Metrics and targets Metrics MDR-M – Metrics in relation to material sustainability matters Resource use and circular economy (ESRS E5) ‘Targets and progress towards achievement’,<br> ‘Disclosure tables’, ‘Reporting principles for metrics’<br>129, 131,<br>132<br>Metrics and targets Targets MDR-T – Tracking effectiveness of policies and actions through targets Strategy ‘Our sustainability targets’;<br>Resource use and circular economy (ESRS E5) ‘Targets and progress towards achievement’, ‘Reporting principles for metrics’<br>101<br>129, 132<br>Metrics and targets DR E5-4 – Resource inflows Resource use and circular economy (ESRS E5) ‘Disclosure tables’, ‘Reporting principles for metrics’ 131, 132<br>Metrics and targets DR E5-5 – Resource outflows Resource use and circular economy (ESRS E5) ‘Disclosure tables’, ‘Reporting principles for metrics’ 131, 132<br>ESRS S1 - Own workforce<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Strategy DR related to ESRS 2 SBM 2 - Interests and views of stakeholders Strategy ‘Interests and views of stakeholders’ 97<br>Strategy DR related to ESRS 2 SBM 3 - Material impacts, risks and opportunities and their interaction with<br>strategy and business model<br>Strategy ‘Material topics and their interaction with Nokia’s strategy and business model’;<br>Impact, risk and opportunity management ‘Description of the process to identify and assess material impacts, risks and<br>opportunities’;<br>Own workforce (ESRS S1) ‘Material impacts, risks and opportunities related to Own Workforce’<br>98<br>102<br>144<br>Impacts, risks and opportunities<br>management<br>DR S1-1 – Policies related to own workforce Own workforce (ESRS S1) ‘Policies’,<br> ‘Processes for engaging with own workforce and workers’ representatives about impacts’;<br>Business conduct (ESRS G1) ‘Reporting channels and investigations process’<br>145<br>147<br>170<br>Impacts, risks and opportunities<br>management<br>Policies MDR-P – Policies adopted to manage material sustainability matters Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’;<br>Own workforce (ESRS S1) ‘Policies’<br>108<br>145<br>Impacts, risks and opportunities<br>management<br>DR S1-2 – Processes for engaging with own workforce and workers’ representatives about impacts Own workforce (ESRS S1) ‘Processes for engaging with own workforce and workers’ representatives about impacts’ 147<br>Impacts, risks and opportunities<br>management<br>DR S1-3 – Processes to remediate negative impacts and channels for own workforce to raise<br>concerns<br>Business conduct (ESRS G1) ‘Reporting channels and investigations process’ 170<br>Impacts, risks and opportunities<br>management<br>DR S1-4 – Taking action on material impacts on own workforce, and approaches to managing<br>material risks and pursuing material opportunities related to own workforce, and effectiveness of<br>those actions<br>Own workforce (ESRS S1) ‘Policies’,<br> ‘Processes for engaging with own workforce and workers’ representatives about impacts’, ‘Actions’<br>145<br>147<br>147<br>Impacts, risks and opportunities<br>management<br>Actions MDR-A – Actions and resources in relation to material sustainability matters Own workforce (ESRS S1) ‘Actions’ 147<br>Impacts, risks and opportunities<br>management<br>DR S1-5 – Targets related to managing material negative impacts, advancing positive impacts, and<br>managing material risks and opportunities<br>Own workforce (ESRS S1) ‘Targets and related progress’ 148<br>Metrics and targets Metrics MDR-M – Metrics in relation to material sustainability matters Own workforce (ESRS S1) ‘Targets and related progress’,<br> ‘Disclosure tables’,<br> ‘Reporting principles for metrics’<br>148<br>149<br>151<br>Metrics and targets Targets MDR-T – Tracking effectiveness of policies and actions through targets Strategy ‘Our sustainability targets’;<br>Own workforce (ESRS S1) ‘Targets and related progress’,<br> ‘Reporting principles for metrics’<br>101<br>148<br>151<br>Metrics and targets DR S1-6 – Characteristics of the undertaking’s employees Own workforce (ESRS S1) ‘Disclosure tables’, ‘Reporting principles’ 149, 151<br>Metrics and targets DR S1-7 – Characteristics of non-employee workforce in the undertaking's own workforce Own workforce (ESRS S1) ‘Disclosure tables’, ‘Reporting principles’ 149, 151<br>Metrics and targets DR S1-9 – Diversity metrics Own workforce (ESRS S1) ‘Disclosure tables’, ‘Reporting principles’ 149, 151<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>178 Nokia in 2025 | |
| --- | |
| Metrics and targets DR S1-10 – Adequate wages Own workforce (ESRS S1) ‘Disclosure tables’, ‘Reporting principles’ 149, 151<br>Metrics and targets DR S1-13 – Training and skills development metrics Own workforce (ESRS S1) ‘Disclosure tables’, ‘Reporting principles’ 149, 151<br>Metrics and targets DR S1-15 – Work-life balance metrics Own workforce (ESRS S1) ‘Disclosure tables’, ‘Reporting principles’ 149, 151<br>Metrics and targets DR S1-16 – Remuneration metrics (pay gap and total remuneration) Own workforce (ESRS S1) ‘Disclosure tables’, ‘Reporting principles’ 149, 151<br>ESRS S2 - Workers in the value chain<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Strategy DR related to ESRS 2 SBM-2 Interests and views of stakeholders Strategy ‘Interests and views of stakeholders’ 97<br>Strategy DR related to ESRS 2 SBM-3 Material impacts, risks and opportunities and their interaction with<br>strategy and business model<br>Strategy ‘Material topics and their interaction with Nokia’s strategy and business model’;<br>Impact, risk and opportunity management ‘Description of the process to identify and assess material impacts, risks and<br>opportunities’;<br>Workers in the value chain (ESRS S2) 'Material impacts, risks and opportunities related to workers in the value chain'<br>98<br>102<br>152<br>Impact, risk and opportunity<br>management<br>DR S2-1 – Policies related to value chain workers Workers in the value chain (ESRS S2) 'Policies' 153<br>Impact, risk and opportunity<br>management<br>Policies MDR-P – Policies adopted to manage material sustainability matters Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’;<br>Workers in the value chain (ESRS S2) 'Policies'<br>108<br>153<br>Impact, risk and opportunity<br>management<br>DR S2-2 – Processes for engaging with value chain workers about impacts Workers in the value chain (ESRS S2) 'Processes for engaging with value chain workers about impacts' 153<br>Impact, risk and opportunity<br>management<br>DR S2-3 – Processes to remediate negative impacts and channels for value chain workers to raise<br>concerns<br>Workers in the value chain (ESRS S2) 'Processes to remediate negative impacts and channels for value chain workers to raise<br>concerns;<br>Business conduct (ESRS G1) ‘Reporting channels and investigations process’<br>154<br>170<br>Impact, risk and opportunity<br>management<br>DR S2-4 – Taking action on material impacts on value chain workers, and approaches to managing<br>material risks and pursuing material opportunities related to value chain workers, and<br>effectiveness of those actions<br>Workers in the value chain (ESRS S2) 'Processes to remediate negative impacts and channels for value chain workers to raise<br>concerns', ‘Actions’;<br>Business conduct (ESRS G1) ‘Reporting channels and investigations process’<br>154<br>154<br>170<br>Impact, risk and opportunity<br>management<br>Actions MDR-A – Actions and resources in relation to material sustainability matters Workers in the value chain (ESRS S2) ‘Actions' 154<br>Metrics and targets Metrics MDR-M – Metrics in relation to material sustainability matters Workers in the value chain (ESRS S2) ‘Disclosure tables', ‘Reporting principles for metrics’ 157, 158<br>Metrics and targets Targets MDR-T – Tracking effectiveness of policies and actions through targets Strategy ‘Our sustainability targets’;<br>Workers in the value chain (ESRS S2) ‘Targets and related progress’, ‘Reporting principles for metrics’<br>101,<br>155, 158<br>Metrics and targets DR S2-5 – Targets related to managing material negative impacts, advancing positive impacts, and<br>managing material risks and opportunities<br>Workers in the value chain (ESRS S2) ‘Targets and related progress’, 'Processes for engaging with value chain workers about<br>impacts'<br>155,<br>153<br>ESRS S3 - Affected communities<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Strategy DR related to ESRS 2 SBM-2 – Interests and views of stakeholders Strategy ‘Interests and views of stakeholders’ 97<br>Strategy DR related to ESRS 2 SBM 3 - Material impacts, risks and opportunities and their interaction with<br>strategy and business model<br>Strategy ‘Material topics and their interaction with Nokia’s strategy and business model’;<br>Impact, risk and opportunity management ‘Description of the process to identify and assess material impacts, risks and<br>opportunities’;<br>Affected communities (ESRS S3) 'Material impacts, risks and opportunities related to affected communities<br>98<br>102<br>159<br>Impacts, risks and opportunities<br>management<br>DR S3-1 – Policies related to affected communities Affected communities (ESRS S3) ‘Policies’ 160<br>Impacts, risks and opportunities<br>management<br>Policies MDR-P – Policies adopted to manage material sustainability matters Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’;<br>Affected communities (ESRS S3) ‘Policies’<br>108<br>160<br>Impacts, risks and opportunities<br>management<br>DR S3-2 - Processes for engaging with affected communities about impacts Affected communities (ESRS S3) ‘Processes for engaging with affected communities about impacts’ 160<br>Impacts, risks and opportunities<br>management<br>DR S3-3 – Processes to remediate negative impacts and channels for affected communities to<br>raise concerns<br>Business conduct (ESRS G1) ‘Reporting channels and investigations process’ 170<br>Impacts, risks and opportunities<br>management<br>DR S3-4 - Taking action on material impacts on affected communities, and approaches to<br>managing material risks and pursuing material opportunities related to affected communities, and<br>effectiveness of those actions<br>Affected communities (ESRS S3) ‘Processes for engaging with affected communities about impacts’,<br> ‘Actions’,<br> ‘Targets and related progress’<br>160<br>160<br>161<br>Impacts, risks and opportunities<br>management<br>Actions MDR-A – Actions and resources in relation to material sustainability matters Affected communities (ESRS S3) ‘Actions’,<br> ‘Targets and related progress’<br>160<br>161<br>Metrics and targets DR S3-5 – Targets related to managing material negative impacts,advancing positive impacts, and<br>managing material risks and opportunities<br>Affected communities (ESRS S3) '‘Targets and related progress’ 161<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>179 Nokia in 2025 | |
| --- | |
| Metrics and targets Metrics MDR-M – Metrics in relation to material sustainability matters Affected communities (ESRS S3) ‘Targets and related progress’,<br> ‘Reporting principles for metrics’<br>161<br>162<br>Metrics and targets Targets MDR-T – Tracking effectiveness of policies and actions through targets Strategy ‘Our sustainability targets’;<br>Affected communities (ESRS S3) ‘Targets and related progress’,<br> ‘Reporting principles for metrics’<br>101<br>161<br>162<br>ESRS S4 - Consumers and end-users<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Strategy DR related to ESRS 2 SBM-2 –Interests and views of stakeholders Strategy ‘Interests and views of stakeholders’ 97<br>Strategy DR related to ESRS 2 SBM 3 - Material impacts, risks and opportunities and their interaction with<br>strategy and business model<br>Strategy ‘Material topics and their interaction with Nokia’s strategy and business model’;<br>Impact, risk and opportunity management ‘Description of the process to identify and assess material impacts, risks and<br>opportunities’;<br>Consumers and end-users (ESRS S4) 'Material impacts, risks and opportunities related to consumers and end-users’<br>98<br>102<br>163<br>Impacts, risks and opportunities<br>management<br>DR S4-1 – Policies related to consumers and end-users Consumers and end-users (ESRS S4) ‘Policies’ 164<br>Impacts, risks and opportunities<br>management<br>Policies MDR-P – Policies adopted to manage material sustainability matters Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’;<br>Consumers and end-users (ESRS S4) ‘Policies’<br>108<br>164<br>Impacts, risks and opportunities<br>management<br>DR S4-2 – Processes for engaging with consumers and end-users about impacts Consumers and end-users (ESRS S4) ‘Processes for engaging with consumers and end-users about impacts’ 164<br>Impacts, risks and opportunities<br>management<br>DR S4-3 – Processes to remediate negative impacts and channels for consumers and end-users to<br>raise concerns<br>Business conduct (ESRS G1) ‘Reporting channels and investigations process’ 170<br>Impacts, risks and opportunities<br>management<br>DR S4-4 – Taking action on material impacts on consumers and end- users, and approaches to<br>managing material risks and pursuing material opportunities related to consumers and end-users,<br>and effectiveness of those actions<br>Consumers and end-users (ESRS S4) ‘Processes for engaging with consumers and end-users about impacts’, ‘Actions’,<br> ‘Targets and related progress’<br>164, 165,<br>165<br>Impacts, risks and opportunities<br>management<br>Actions MDR-A – Actions and resources in relation to material sustainability matters Consumers and end-users (ESRS S4) ‘Targets and related progress’ 165<br>Metrics and targets DR S4-5 – Targets related to managing material negative impacts,advancing positive impacts, and<br>managing material risks and opportunities<br>Consumers and end-users (ESRS S4) ‘Targets and related progress’ 165<br>Metrics and targets Metrics MDR-M – Metrics in relation to material sustainability matters Consumers and end-users (ESRS S4) ‘Targets and related progress’, ‘Reporting principles for metrics’ 165, 166<br>Metrics and targets Targets MDR-T – Tracking effectiveness of policies and actions through targets Strategy ‘Our sustainability targets’;<br>Consumers and end-users (ESRS S4) ‘Targets and related progress’, ‘Reporting principles for metrics’<br>101<br>165, 166<br>Governance DR related to ESRS 2 GOV-1 – The role of the administrative, management and supervisory bodies Governance 'Role of Nokia’s administrative, management and supervisory bodies regarding sustainability matters' 88<br>Impacts, risks and opportunities<br>management<br>DR related to ESRS 2 IRO-1 – Description of the processes to identify and assess material impacts,<br>risks and opportunities<br>Strategy ‘Material topics and their interaction with Nokia’s strategy and business model’;<br>Impact, risk and opportunity management ‘Description of the process to identify and assess material impacts, risks<br>and opportunities’;<br>Business conduct (ESRS G1) 'Material impacts, risks and opportunities related to business conduct’<br>98<br>102<br>169<br>Impacts, risks and opportunities<br>management<br>Policies MDR-P – Policies adopted to manage material sustainability matters Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’;<br>Business conduct (ESRS G1) 'Business conduct policies and corporate culture'<br>108<br>169<br>Impacts, risks and opportunities<br>management<br>DR G1-1– Business conduct policies and corporate culture Impact, risk and opportunity management ‘Policies adopted to manage material sustainability matters’;<br>Business conduct (ESRS G1) 'Business conduct policies and corporate culture'<br>108<br>169<br>Impacts, risks and opportunities<br>management<br>DR G1-2 – Management of relationships with suppliers Business conduct (ESRS G1) 'Management of supplier relationships' 173<br>Impacts, risks and opportunities<br>management<br>DR G1-3 – Procedures to address corruption and bribery Business conduct (ESRS G1) 'Material impacts, risks and opportunities related to business conduct’,<br> ‘Business conduct policies and corporate culture',<br> ‘Reporting channels and investigations process',<br> ‘Protecting Against Retaliation’,<br> ‘Training’,<br> ‘Nokia opportunity: Anti-Corruption and Anti-Bribery Program'<br>169<br>169<br>170<br>171<br>171<br>172<br>Impacts, risks and opportunities<br>management<br>Actions MDR-A – Actions and resources in relation to material sustainability matters Business conduct (ESRS G1) 'Actions',<br>'Targets and progress towards achievement'<br>174<br>174<br>Metrics and targets Metrics MDR-M – Metrics in relation to material sustainability matters Business conduct (ESRS G1) ‘Targets and progress towards achievement',<br> ‘Disclosure tables’,<br> ‘Reporting principles for metrics’<br>174<br>175<br>175<br>Metrics and targets Targets MDR-T – Tracking effectiveness of policies and actions through targets Strategy ‘Our sustainability targets’;<br>Business conduct (ESRS G1) ‘Targets and progress towards achievement',<br> ‘Reporting principles for metrics’<br>101<br>174<br>175<br>ESRS G1 - Business conduct<br>Disclosure title Name of the disclosure requirement Reference to the Annual Report section Page<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>180 Nokia in 2025 | |
| --- | |
| List of data points that derive from other EU legislation<br>ESRS 2, GOV-1<br>Board’s Gender Diversity<br>21 (d) X X Yes Disclosed in 'Governance' section of General information 88<br>ESRS 2 GOV-1<br>Percentage of board members who are independent<br>21 (e) X Yes Disclosed in 'Governance' section of General information 88<br>ESRS 2 GOV-4<br>Statement on due diligence<br>30 X Yes Disclosed in 'Governance' section of General information 88<br>ESRS 2 SBM-1<br>Involvement in activities related to fossil fuel activities<br>40 (d) i X X X No Not applicable to Nokia<br>ESRS 2 SBM-1 Involvement in activities related to chemical production 40 (d) ii X X No Not applicable to Nokia<br>ESRS 2 SBM-1 Involvement in activities related to controversial weapons 40 (d) iii X X No Not applicable to Nokia<br>ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco 40 (d) iv X No Not applicable to Nokia<br>ESRS E1-1 Transition plan to reach climate neutrality by 2050 14 X Yes Disclosed in ‘Transition plan and actions in related to climate<br>change policies’ section of E1<br>113<br>ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks 16 (g) X X Yes Disclosed in ‘Transition plan and actions in related to climate<br>change policies’ section of E1<br>113<br>ESRS E1-4 GHG emission reduction targets 34 X X X Yes Disclosed in ‘Targets and progress towards achievement’<br>section of E1<br>119<br>ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact<br>sectors)<br>38 X No Not applicable to Nokia<br>ESRS E1-5 Energy consumption and mix 37 X Yes Disclosed in ‘Disclosure tables’ section of E1 121<br>ESRS E1-5 Energy intensity associated with activities in high climate impact sectors 40-43 X No Not applicable to Nokia<br>ESRS E1-6 Gross scope 1, 2, 3 and Total GHG emissions 44 X X X Yes Disclosed in ‘Disclosure tables’ section of E1 121<br>ESRS E1-6 Gross GHG emissions intensity 53-55 X X X Yes Disclosed in ‘Disclosure tables’ section of E1 121<br>ESRS E1-7 GHG removals and carbon credits 56 X No Not applicable to Nokia<br>ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks 66 X No Nokia decided to apply phase-in option and not to disclose<br>these metrics in 2025<br>ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk<br>ESRS E1-9 Location of significant assets at material physical risk<br>66 (a) and (c) X No Nokia decided to apply phase-in option and not to disclose<br>these metrics in 2025<br>ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes 67 (c) X No Nokia decided to apply phase-in option and not to disclose<br>these metrics in 2025<br>ESRS E1-9 Degree of exposure of the portfolio to climate- related opportunities 69 X No Nokia decided to apply phase-in option and not to disclose<br>these metrics in 2025<br>ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release<br>and Transfer Register) emitted to air, water and soil<br>28 X No Not applicable to Nokia<br>ESRS E3-1 Water and marine resources 9 X No Not applicable to Nokia<br>ESRS E3-1 Dedicated policy 13 X No Not applicable to Nokia<br>ESRS E3-1 Sustainable oceans and seas 14 X No Not applicable to Nokia<br>ESRS E3-4 Total water recycled and reused 28 (c) X No Not applicable to Nokia<br>ESRS E3-4 Total water consumption in m3 per net revenue on own operations 29 X No Not applicable to Nokia<br>ESRS 2- IRO 1 – E4 16 (a) i X No Not applicable to Nokia<br>ESRS 2- IRO 1 – E4 16 (b) X No Not applicable to Nokia<br>ESRS 2- IRO 1 – E4 16 (c) X No Not applicable to Nokia<br>ESRS E4-2 Sustainable land / agriculture practices or policies 24 (b) X No Not applicable to Nokia<br>ESRS E4-2 Sustainable oceans / seas practices or policies 24 (c) X No Not applicable to Nokia<br>ESRS E4-2 Policies to address deforestation 24 (d) X No Not applicable to Nokia<br>Section Para<br>SFDR<br>reference<br>Pillar 3<br>reference<br>Benchmark<br>Regulation<br>reference<br>EU Climate<br>Law<br>reference<br>Material<br>(Yes/ No) Reference to the Annual Report section Page<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>181 Nokia in 2025 | |
| --- | |
| ESRS E5-5 Non-recycled waste 37 (d) X No Not applicable to Nokia<br>ESRS E5-5 Hazardous waste and radioactive waste 39 X No Not applicable to Nokia<br>ESRS 2- SBM3 – S1 Risk of incidents of forced labour 14 (f) X No Not applicable to Nokia<br>ESRS 2- SBM3 – S1 Risk of incidents of child labour 14 (g) X No Not applicable to Nokia<br>ESRS S1-1 Human rights policy commitments 20 X Yes Disclosed in 'Policies' section of S1 and ‘Policies adopted to<br>manage material sustainability matters’ in General<br>information<br>145, 108<br>ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organization<br>Conventions 1 to 8<br>21 X No Not applicable to Nokia<br>ESRS S1-1 processes and measures for preventing trafficking in human beings 22 X No Not applicable to Nokia<br>ESRS S1-1 workplace accident prevention policy or management system 23 X Yes Disclosed in 'Policies' section of S1 145<br>ESRS S1-3 grievance/complaints handling mechanisms 32 (c) X Yes Disclosed in 'Processes to remediate negative impacts and<br>channels for own workforce to raise concerns' section of S1<br>147<br>ESRS S1-14 Number of fatalities and number and rate of work-related accidents 88 (b) and (c) X X No Not applicable to Nokia<br>ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness 88 (e) X No Not applicable to Nokia<br>ESRS S1-16 Unadjusted gender pay gap 97 (a) X X Yes Adjusted gender pay gap disclosed in ‘Disclosure tables’<br>section of S1<br>149<br>ESRS S1-16 Excessive CEO pay ratio 97 (b) X Yes Disclosed in ‘Disclosure tables' section of S1 149<br>ESRS S1-17 Incidents of discrimination 103 (a) X No Not applicable to Nokia<br>ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD 104 (a) X X No Not applicable to Nokia<br>ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain 11 (b) X No No such cases identified<br>ESRS S2-1 Human rights policy commitments 17 X Yes Disclosed in 'Policies' section of S2 153<br>ESRS S2-1 Policies related to value chain workers 18 X Yes Disclosed in 'Policies' section of S2 153<br>ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines 19 X X Yes Disclosed in 'Policies' section of S2 153<br>ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organization<br>Conventions 1 to 8<br>19 X Yes Disclosed in 'Policies' section of S2 153<br>ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain 36 X Yes Reported in table 'Examples of identified non-compliance and<br>actions taken' within S2<br>154<br>ESRS S3-1 Human rights policy commitments 16 X Yes Disclosed in 'Policies' section of S2 153<br>ESRS S3-1 Non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines 17 X X No No such cases identified<br>ESRS S3-4 Human rights issues and incidents 36 X No Not applicable to Nokia<br>ESRS S4-1 Policies related to consumers and end-users 16 X Yes Disclosed in 'Policies' section of S4 164<br>ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines 17 X X No No such cases identified<br>ESRS S4-4 Human rights issues and incidents 35 X No Not applicable to Nokia<br>ESRS G1-1 United Nations Convention against Corruption 10 (b) X Yes Disclosed in ‘Business conduct policies and corporate culture’<br>section of G1<br>169<br>ESRS G1-1 Protection of whistle- blowers 10 (d) X Yes Disclosed in ‘Business conduct policies and corporate culture’<br>section of G1<br>169<br>ESRS G1-4 Fines for violation of anti-corruption and anti-bribery laws 24 (a) X X No Not applicable to Nokia<br>ESRS G1-4 Standards of anti-corruption and anti-bribery 24 (b) X No Not applicable to Nokia<br>Section Para<br>SFDR<br>reference<br>Pillar 3<br>reference<br>Benchmark<br>Regulation<br>reference<br>EU Climate<br>Law<br>reference<br>Material<br>(Yes/ No) Reference to the Annual Report section Page<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br> • Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>182 Nokia in 2025 | |
| --- | |
| Shares and shareholders<br>Share details<br>Shares and share capital<br>Nokia has one class of shares. Each Nokia share entitles the holder to one vote at general meetings<br>of Nokia.<br>At 31 December 2025, the share capital of Nokia Corporation equaled EUR 245 896 461.96 and the<br>total number of shares issued was 5 742 239 696. At 31 December 2025, the total number of<br>shares included 159 705 525 shares owned by Group companies representing approximately 2.8%<br>of the total number of shares and the total voting rights.<br>In November 2024, under the authorization granted to the Board of Directors by the Annual<br>General Meeting 2024, the Board of Directors resolved on an issuance of 150 000 000 new shares<br>without consideration to itself. Additionally, the Board of Directors resolved on a subsequent<br>directed issuance of a maximum number of 150 000 000 shares held by the Company as a result of<br>the aforementioned issuance, to settle its commitments under the merger agreement related to<br>the Infinera acquisition in respect of shares delivered to eligible stockholders of Infinera. The share<br>issuance was completed in February 2025. To the extent that the shares were not needed to settle<br>Nokia’s obligations related to the completion of the acquisition, the Board of Directors resolved on<br>a directed share issuance of the aforementioned shares without consideration to participants of<br>Nokia's and Infinera's equity programs the latter of which were assumed by Nokia upon the<br>completion of the acquisition.<br>In October 2025, under the authorization granted to the Board of Directors by the Annual General<br>Meeting 2025, the Board of Directors resolved on an issuance of 120 000 000 new shares without<br>consideration to itself and resolved on a subsequent directed issuance of a maximum number of<br>120 000 000 shares held by the Company as a result of the aforementioned issuance, to settle its<br>commitments under the equity-based incentive plans and the employee share purchase plan in<br>respect of shares to be delivered during the year 2025, 2026 and 2027. The shares were issued<br>without consideration.<br>In October 2025, under the authorization granted to the Board of Directors by the Annual General<br>Meeting 2025, the Board of Directors resolved on a directed share issuance of 166 389 351 new<br>shares to enable NVIDIA Corporation to make a USD 1.0 billion equity investment in Nokia. The new<br>shares were delivered to NVIDIA Corporation in the form of American Depositary Shares in<br>November 2025.<br>During 2025, Nokia transferred a total of 46 374 440 treasury shares without consideration to<br>employees, including certain members of the Group Leadership Team, as settlement under Parent<br>Company equity-based incentive plans and the employee share purchase plan in accordance with<br>the rules of the plans. The transfers were based on the resolutions of the Board of Directors in<br>November 2024 to issue shares held by the Company to settle its commitments to participants of<br>the plans.<br>Information on the authorizations held by the Board of Directors in 2025 to issue shares and<br>special rights entitling to shares, to transfer shares and repurchase own shares, as well as<br>information on related party transactions, the shareholders and share-based incentives is available<br>in this section “Shares and shareholders” and additionally in Notes 3.2. Remuneration of key<br>management, 3.3. Share-based payments, 5.1. Equity and 6.4. Related party transactions in the<br>consolidated financial statements.<br>In April 2025, the Board of Directors decided to cancel 150 000 000 Nokia shares held<br>by the Company and repurchased under the share buyback program initiated in November 2024 and<br>completed in April 2025. The cancellation did not affect the Company’s share capital nor total equity.<br>The Board of Directors held at 31 December 2025 a total of 1 092 401 shares and ADSs in Nokia,<br>which represented approximately 0.02% of our total shares and voting rights excluding shares held<br>by the Nokia Group. The President and CEO owned at 31 December 2025 a total of 609 274 shares.<br>There were no public takeover offers by third parties for Nokia’s shares during financial years 2025<br>and 2024. On 28 February 2025, Nokia completed the acquisition of Infinera. The aggregated<br>consideration transferred included 127 434 986 Nokia shares held by Nokia Corporation. For more<br>information, refer to Note 6.2. Acquisitions in the consolidated financial statements.<br>Nokia does not have minimum or maximum share capital or a par value of a share.<br>31 December 2025 2024 2023 2022 2021<br>Share capital, EURm 246 246 246 246 246<br>Shares, (000s) 5 742 240 5 605 850 5 613 497 5 632 298 5 675 461<br>Shares held by the Group, (000s) 159 706 232 701 87 896 45 282 40 468<br>Number of shares excluding shares<br>held by the Group, (000s) 5 582 534 5 373 149 5 525 601 5 587 016 5 634 993<br>Average number of shares excluding<br>shares held by the Group during the<br>year<br>Basic, (000s)(1) 5 415 876 5 475 817 5 549 468 5 614 182 5 630 025<br>Diluted, (000s)(1) 5 502 782 5 530 603 5 585 923 5 670 020 5 684 235<br>Number of registered<br>shareholders(2) 224 893 224 196 247 893 238 359 233 844<br>(1) Used in calculation of earnings per share attributable to equity holders of the parent.<br>(2) Each account operator is included in the figure as only one registered shareholder.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br> • Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>183 Nokia in 2025 | |
| --- | |
| Key ratios<br>For the year ended 31 December 2025 2024 2023 2022 2021<br>Earnings per share, basic, EUR<br>Continuing operations(1) 0.12 0.31 0.11 0.75 N/A<br>Discontinued operations(1) 0.00 (0.08) 0.01 0.01 N/A<br>Profit for the year 0.12 0.23 0.12 0.76 0.29<br>Earnings per share, diluted, EUR<br>Continuing operations(1) 0.11 0.31 0.11 0.74 N/A<br>Discontinued operations(1) 0.00 (0.08) 0.01 0.01 N/A<br>Profit for the year 0.12 0.23 0.12 0.75 0.29<br>Proposed dividend per share, EUR(2) 0.14 0.14 0.13 0.12 0.08<br>Dividend payout ratio(3) 116.7 % 45.2 % 118.2 % 16.0 % N/A<br>Total dividends, EURm(4) 804 785 730 676 449<br>31 December 2025 2024 2023 2022 2021<br>Shareholders’ equity per share, EUR 3.76 3.84 3.72 3.82 3.08<br>Share price, EUR(5) 5.57 4.27 3.05 4.33 5.57<br>Price-to-earnings ratio(3) 46.42 13.77 27.73 5.77 N/A<br>Dividend yield(1) 2.51% 3.28% 4.26% 2.77% 1.44%<br>Market capitalization, EURm 31 095 22 943 16 853 24 192 31 409<br>(1) In June 2024, Nokia classified its Submarine Networks business as a discontinued operation. The comparative amounts for 2023<br>and 2022 have been recast accordingly, however, due to undue cost and effort required to recast historical accounting records the<br>comparative amounts for 2021 have not been recast.<br>(2) The Board of Directors proposes to the Annual General Meeting 2026 to be authorized to decide in its discretion on the<br>distribution of an aggregate maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from the<br>reserve for invested unrestricted equity.<br>(3) Calculated based on the basic earnings per share from continuing operations.<br>(4) In 2025, total dividends is calculated based on the proposed Annual General Meeting authorization to the Board of a maximum<br>distribution of EUR 0.14 per share for the financial year 2025, and the total number of shares on the date of issuing the financial<br>statements for 2025. On the date of issuing the financial statements for 2025 the total number of Nokia shares is 5 742 239 696.<br>Comparative amounts represent the actual total distribution to equity holders of the parent for the financial year presented.<br>(5) Closing Nokia share price at year end on Nasdaq Helsinki.<br>Share turnover<br>For the year ended 31 December 2025 2024 2023 2022 2021<br>Number of shares traded during the<br>year (000s)(1) 9 969 841 7 175 750 7 754 279 10 294 615 16 560 334<br>Average number of shares excluding<br>shares held by the Group during the<br>year (000s) 5 415 876 5 475 817 5 549 468 5 614 182 5 630 025<br>Share turnover % 184 131 140 183 294<br>(1) Source: Nasdaq Helsinki, the NYSE composite tape and Euronext Paris.<br>The principal trading markets for the shares are Nasdaq Helsinki in the form of shares, and the<br>NYSE, in the form of ADSs. In 2025, Nokia also maintained a listing on Euronext Paris Stock<br>Exchange but decided to apply for delisting in November 2025. The final day of trading of Nokia’s<br>shares on Euronext Paris was 30 December 2025.<br>Share price development<br>Nasdaq Helsinki<br>EUR High Low Value<br>2025 Full year High/Low 6.65 3.42<br>2025 Full year Average (Volume-weighted) 4.65<br>Year-end value 31 December 2025 5.57<br>Year-end value 31 December 2024 4.27<br>Change from 31 December 2024 to 31 December 2025 30.4%<br>New York Stock Exchange<br>USD High Low Value<br>2025 Full year High/Low 8.19 4.00<br>2025 Full year Average (Volume-weighted) 5.47<br>Year-end value 31 December 2025 6.47<br>Year-end value 31 December 2024 4.43<br>Change from 31 December 2024 to 31 December 2025 46.0%<br>Euronext Paris<br>EUR High Low Value<br>2025 Full year High/Low 6.64 3.46<br>2025 Full year Average (Volume-weighted) 4.78<br>Year-end value 30 December 2025(1) 5.55<br>Year-end value 31 December 2024 4.26<br>Change from 31 December 2024 to 30 December 2025(1) 30.3%<br>(1) The final day of trading of Nokia’s shares on Euronext Paris was 30 December 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br> • Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>184 Nokia in 2025 | |
| --- | |
| Stock option exercises<br>Since 2019, Nokia has not administered any stock option plans.<br>Dividend and share buybacks<br>The dividend to shareholders is Nokia’s principal method of distributing earnings to shareholders.<br>The dividend policy was updated at the Capital Markets Day in March 2021 to read as follows: “We<br>target recurring, stable and over time growing ordinary dividend payments, taking into account the<br>previous year’s earnings as well as the company’s financial position and business outlook”.<br>The Board of Directors proposes to the Annual General Meeting 2026 that based on the balance<br>sheet to be adopted for the financial year ended on 31 December 2025, no dividend is distributed<br>by a resolution of the Annual General Meeting. Instead, the Board of Directors proposes to be<br>authorized to resolve in its discretion on the distribution of an aggregate maximum of EUR 0.14 per<br>share as dividend from the retained earnings and/or as assets from the reserve for invested<br>unrestricted equity. The authorization would be used to distribute dividend from the retained<br>earnings and/or assets from the reserve for invested unrestricted equity in four installments during<br>the authorization period, in connection with the quarterly results, unless the Board of Directors<br>decides otherwise for a justified reason. The proposed total authorization for distribution of<br>dividend and/or assets from the reserve for invested unrestricted equity is in line with the<br>Company’s dividend policy. The authorization would be valid until the opening of the next Annual<br>General Meeting. The Board would make separate resolutions on the amount and timing of each<br>distribution of dividend and/or assets from the reserve for invested unrestricted equity.<br>In November 2024, under the authorization granted to the Board of Directors by the Annual<br>General Meeting 2024, Nokia launched a share buyback program to offset the dilutive effect of the<br>acquisition of Infinera announced in June 2024 targeting to repurchase 150 million shares for an<br>aggregate purchase price not exceeding EUR 900 million. The repurchases commenced in<br>November 2024 and ended in April 2025. The repurchased shares were cancelled in April 2025.<br>Nokia distributes distributable funds, if any, within the limits set by the Finnish Companies Act as<br>defined below. Nokia makes and calculates the distribution, if any, in the form of cash dividends,<br>assets from the reserve for invested unrestricted equity, share buybacks, or in some other form, or<br>a combination of these. There is no specific formula by which the amount of a distribution is<br>determined, although some limits set by law are discussed below. The timing and amount of future<br>distributions of retained earnings and/or assets from the reserve for invested unrestricted equity,<br>if any, will depend on Nokia’s future results and financial conditions.<br>Under the Finnish Companies Act, Nokia may distribute retained earnings and/or assets from the<br>reserve for invested unrestricted equity on our shares only upon a shareholders’ resolution and in<br>the amount proposed by the Board, subject to limited exceptions. The amount of any distribution is<br>limited to the amount of distributable earnings of the Parent Company pursuant to the last audited<br>financial statements approved by our shareholders, taking into account the material changes in the<br>financial situation of the Parent Company after the end of the last financial period and a statutory<br>requirement that the distribution of earnings must not result in insolvency of the Parent Company.<br>Subject to exceptions relating to the right of minority shareholders to request a certain minimum<br>distribution, the distribution may not exceed the amount proposed by the Board of Directors.<br>Purchases of equity securities by the Company and affiliated purchasers<br>The table below presents additional information on the purchases of treasury shares in 2025:<br>Period<br>Total number of shares<br>purchased<br>Average price paid per<br>share, EUR<br>Total number of shares<br>purchased as part of<br>publicly announced<br>plans or programs<br>Maximum value of<br>shares that may yet be<br>purchased under the<br>plans or programs, EUR<br>January(1) 18 313 953 4.41 18 313 953 739 939 153<br>February 26 686 823 4.70 26 686 823 614 496 274<br>March 78 864 331 4.86 78 864 331 231 451 624<br>April 6 948 847 4.96 6 948 847 —<br>May — — — —<br>June — — — —<br>July — — — —<br>August — — — —<br>September — — — —<br>October — — — —<br>November — — — —<br>December — — — —<br>Total 130 813 954 4.77 130 813 954 —<br>(1) On 22 November 2024, Nokia announced that its Board of Directors initiates a share buyback program to offset dilutive effect of<br>acquisition of Infinera pursuant to an authorization from the Annual General Meeting 2024. The program targeted to repurchase<br>150 million shares for an aggregate price not exceeding EUR 900 million. The repurchases started on 25 November 2024 and<br>ended on 2 April 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br> • Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>185 Nokia in 2025 | |
| --- | |
| Shareholders<br>At 31 December 2025, shareholders registered in Finland represented approximately 24% and<br>shareholders registered in the name of a nominee represented approximately 76% of the total<br>number of shares of Nokia Corporation. The number of directly registered shareholders was<br>224 893 at 31 December 2025. Each account operator (12) is included in this figure as only one<br>registered shareholder.<br>Largest shareholders registered in Finland at 31 December 2025(1)<br>Shareholder<br>Total number<br>of shares 000s % of all shares<br>% of all voting<br> rights<br>Solidium Oy 325 000 5.66% 5.66%<br>Keskinäinen Työeläkevakuutusyhtiö Varma 91 266 1.59% 1.59%<br>Keskinäinen Eläkevakuutusyhtiö Ilmarinen 79 261 1.38% 1.38%<br>Keskinäinen Työeläkevakuutusyhtiö Elo 36 242 0.63% 0.63%<br>Valtion Eläkerahasto 27 000 0.47% 0.47%<br>Oy Lival Ab 18 050 0.31% 0.31%<br>Svenska litteratursällskapet i Finland r.f. 14 603 0.25% 0.25%<br>Nordea Bank Abp 11 692 0.20% 0.20%<br>Nordea Pro Finland Fund 10 567 0.18% 0.18%<br>OP Finland Index 10 371 0.18% 0.18%<br>(1) Excluding nominee-registered shares and shares owned by Nokia Corporation. Nokia Corporation owned 148 246 864 shares at<br>31 December 2025.<br>Breakdown of share ownership at 31 December 2025(1)<br>By number of shares owned<br>Number of<br>shareholders<br>% of<br>shareholders<br>Total number<br>of shares % of all shares<br>1–100 66 740 29.68% 3 032 534 0.05%<br>101–1 000 100 869 44.85% 43 713 215 0.76%<br>1 001–10 000 50 826 22.60% 157 345 733 2.74%<br>10 001–100 000 6 057 2.69% 146 570 263 2.55%<br>100 001–500 000 303 0.13% 58 419 999 1.02%<br>500 001–1 000 000 33 0.02% 24 034 154 0.42%<br>1 000 001–5 000 000 40 0.02% 91 326 590 1.59%<br>Over 5 000 000 25 0.01% 5 217 797 208 90.87%<br>Total 224 893 100.00% 5 742 239 696 100.00%<br>(1) The breakdown covers only shareholders registered in Finland, and each account operator (12) is included in the number of<br>shareholders as only one registered shareholder. As a result, the breakdown is not illustrative of the entire shareholder base of<br>Nokia.<br>By nationality % of shares<br>Non-Finnish shareholders 76.49%<br>Finnish shareholders 23.51%<br>Total 100.00%<br>By shareholder category (Finnish shareholders) % of shares<br>Corporations 4.06%<br>Households 6.18%<br>Financial and insurance institutions 2.20%<br>Non-profit organizations 1.06%<br>Governmental bodies (incl. pension insurance companies) 10.01%<br>Total 23.51%<br>At 31 December 2025, a total of 1 117 743 012 ADSs (equivalent to the same number of shares or<br>approximately 19% of the total shares) were outstanding and held of record by 82 307 registered<br>holders in the United States. Nokia is aware that many ADSs are held of record by brokers and other<br>nominees, and accordingly the above number of holders is not necessarily representative of the<br>actual number of persons who are beneficial holders of ADSs or the number of ADSs beneficially<br>held by such persons. Based on information available from Broadridge Financial Solutions, Inc., the<br>number of beneficial owners of ADSs at 31 December 2025 was 748 358.<br>Based on the most recent information available to Nokia, at 1 July 2025, BlackRock, Inc. beneficially<br>owned 373 750 775 Nokia shares and 9 252 262 Nokia ADSs, which at that time corresponded to<br>approximately 6.85% and 0.16%, respectively, of the total number of shares and voting rights of<br>Nokia.<br>According to the notification received by Nokia, the holdings of FMR LLC in Nokia on 2 March 2026<br>were equivalent to a total of 289 538 191 shares and 277 150 920 voting rights, corresponding to<br>approximately 5.04% of the total number of shares and 4.83% of voting rights of Nokia.<br>To the best of its knowledge, Nokia is not directly or indirectly owned or controlled by any other<br>corporation or any government, and there are no arrangements that may result in a change of<br>control of Nokia.<br>Shares owned by the members of the Board and the Group Leadership Team<br>At 31 December 2025, the members of our Board and the Group Leadership Team held a total of<br>3 484 960 shares and ADSs in Nokia, which represented approximately 0.06% of our shares and<br>total voting rights excluding shares held by the Nokia Group.<br>Offer and listing details<br>Nokia’s capital consists of shares traded on Nasdaq Helsinki under the symbol “NOKIA”. Nokia’s<br>ADSs, each representing one share, are traded on the NYSE under the symbol “NOK”. The ADSs are<br>evidenced by American Depositary Receipts (ADRs) issued by Citibank, N.A.<br>In 2025, Nokia shares were also traded on Euronext Paris under the symbol “NOKIA” until the<br>delisting of the shares. The final day of trading of Nokia’s shares on Euronext Paris was 30<br>December 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br> • Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>186 Nokia in 2025 | |
| --- | |
| Articles of Association<br>Articles of Association<br>Amendment of Nokia’s Articles of Association requires a<br>resolution of the general meeting of shareholders, supported by<br>two-thirds of the votes cast and two-thirds of the shares<br>represented at the meeting.<br>Registration<br>Nokia Corporation is organized under the laws of the Republic of<br>Finland and registered in the Finnish Trade Register under<br>business identity code 0112038-9. Under its current Articles of<br>Association, Nokia’s object is to research, develop, manufacture,<br>market, sell and deliver products, software and services related<br>to, among others, communication and enterprise networks. The<br>company may also create, acquire and license intellectual property<br>as well as engage in other industrial and commercial operations,<br>including securities trading and other investment activities. The<br>company may carry on its business operations directly, through<br>subsidiary companies, affiliate companies and joint ventures.<br>Directors’ voting powers<br>Under Finnish law, resolutions of the Board shall be made by a<br>majority vote. A director shall refrain from taking any part in the<br>consideration of an agreement between the director and the<br>company or a third party, or any other issue that may provide any<br>material benefit to him or her and which may be contradictory to<br>the interests of the company. Under Finnish law, there is no age<br>limit requirement for directors, and there are no requirements<br>under Finnish law that a director must own a minimum number of<br>shares in order to qualify to act as a director. However, in<br>accordance with the current Company policy, approximately 40%<br>of the annual fee payable to the Board members is paid in Nokia<br>shares purchased from the market or alternatively by using<br>treasury shares held by Nokia, and the directors shall retain until<br>the end of their directorship such number of shares that<br>corresponds to the number of shares they have received as Board<br>remuneration during their first three years of service (the net<br>amount received after deducting those shares used for offsetting<br>any costs relating to the acquisition of the shares, including taxes).<br>Share rights, preferences and<br>restrictions<br>Each share confers the right to one vote at general meetings.<br>According to Finnish law, a company generally must hold an<br>Annual General Meeting called by the Board within six months<br>from the end of the financial year. Additionally, the Board is<br>obliged to call an Extraordinary General Meeting whenever such<br>meeting is deemed necessary, or at the request of the auditor<br>or shareholders representing a minimum of one-tenth of all<br>outstanding shares. Under our Articles of Association, the Board<br>is elected at least annually at the Annual General Meeting of<br>shareholders for a term until the close of the next Annual<br>General Meeting.<br>Under Finnish law, shareholders may attend and vote at general<br>meetings in person or by proxy. It is not customary in Finland<br>for a company to issue forms of proxy to its shareholders.<br>Accordingly, Nokia does not do so. However, registered holders<br>and beneficial owners of ADSs are issued forms of proxy by the<br>Depositary.<br>To attend and vote at a general meeting, a shareholder must be<br>registered in the register of shareholders in the Finnish book-entry system on or prior to the record date set forth in the<br>notice of the general meeting. A registered holder or a<br>beneficial owner of the ADSs, like other beneficial owners whose<br>shares are registered in the Company’s register of shareholders<br>in the name of a nominee, may vote with their shares provided<br>that they arrange to have their name entered in the temporary<br>register of shareholders for the general meeting.<br>The record date is the eighth business day preceding the<br>meeting. To be entered in the temporary register of<br>shareholders for the general meeting, a holder of ADSs must<br>provide the Depositary, or have their broker or other custodian<br>provide the Depositary, on or before the voting deadline, as<br>defined in the proxy material issued by the Depositary, a proxy<br>with the following information: the name, address, and social<br>security number or another corresponding personal<br>identification number of the holder of the ADSs, the number of<br>shares to be voted by the holder of the ADSs and the voting<br>instructions. The register of shareholders as of the record date<br>of each general meeting is public until the end of the respective<br>meeting. Other nominee-registered shareholders can attend<br>and vote at general meetings by instructing their broker or other<br>custodian to register the shareholder in Nokia’s temporary<br>register of shareholders and give the voting instructions in<br>accordance with the broker’s or custodian’s instructions.<br>By completing and returning the form of proxy provided by the<br>Depositary, a holder of ADSs also authorizes the Depositary to<br>give notice to us, required by our Articles of Association, of the<br>holder’s intention to attend the general meeting.<br>The rights of shareholders are related to the shares as set forth<br>in the Finnish Companies Act and our Articles of Association.<br>Neither Finnish law nor our Articles of Association set limitations<br>on the rights to own Nokia securities, including the rights of<br>foreign shareholders to hold or exercise voting rights in the said<br>securities. Amendment of the Articles of Association requires a<br>decision of the general meeting of shareholders, supported by<br>two-thirds of the votes cast and two-thirds of the shares<br>represented at the meeting.<br>Each of our shares confers equal rights to share in the<br>distribution of the Company’s funds. Under Finnish law, dividend<br>entitlement lapses after three years if a dividend remains<br>unclaimed for that period, in which case the unclaimed dividend<br>will be recognized as income by Nokia.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br> • Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>187 Nokia in 2025 | |
| --- | |
| Disclosure obligation of shareholder<br>ownership or voting power<br>According to the Finnish Securities Market Act, a shareholder<br>shall disclose their ownership or voting power to the company<br>and the Finnish Financial Supervisory Authority when the<br>ownership or voting power reaches, exceeds or falls below 5, 10,<br>15, 20, 25, 30, 50 or 90% of all the shares or the voting rights.<br>The term “ownership” includes ownership by the shareholder,<br>as well as selected related parties calculated in accordance with<br>the Finnish Securities Market Act, and calculating the ownership<br>or voting power covers agreements or other arrangements,<br>which when concluded would cause the proportion of voting<br>rights or number of shares to reach, exceed or fall below the<br>aforementioned limits. Upon receiving such notice, the<br>company shall disclose it by a stock exchange release without<br>undue delay.<br>Purchase obligation<br>Nokia’s Articles of Association require a shareholder whose<br>holding equals or exceeds one-third or one-half of all of our<br>shares to purchase the shares of all other shareholders that so<br>request. A shareholder who becomes subject to the purchase<br>obligation is also obligated to purchase any subscription rights,<br>stock options or convertible bonds issued by the company if so<br>requested by the holder. The purchase price of the shares under<br>our Articles of Association is the higher of: (a) the weighted<br>average trading price of the shares on Nasdaq Helsinki during<br>the ten business days prior to the day on which we have been<br>notified by the purchaser that its holding has reached or<br>exceeded the threshold referred to above or, in the absence of<br>such notification or its failure to arrive within the specified<br>period, the day on which our Board otherwise becomes aware of<br>this; or (b) the average price, weighted by the number of shares,<br>which the purchaser has paid for the shares it has acquired<br>during the last 12 months preceding the date referred to in (a).<br>Under the Finnish Securities Market Act, a shareholder whose<br>voting power exceeds 30% or 50% of the total voting rights in a<br>company shall, within one month, offer to purchase the<br>remaining shares of the company, as well as any other rights<br>entitling to the shares issued by the company, such as<br>subscription rights, convertible bonds or stock options issued<br>by the company. The purchase price shall be the market price of<br>the securities in question. Subject to certain exceptions, the<br>market price is determined on the basis of the highest price<br>paid for the security during the preceding six months by the<br>shareholder or any party in close connection to the shareholder.<br>Subject to certain exceptions, if the shareholder or any related<br>party has not during the six months preceding the offer<br>acquired any securities that are the target for the offer, the<br>market price is determined based on the average of the prices<br>paid for the security in public trading during the preceding<br>three months weighted by the volume of trade.<br>Under the Finnish Companies Act, a shareholder whose holding<br>exceeds nine-tenths of the total number of shares or voting<br>rights in a company has both the right and, upon a request from<br>the minority shareholders, the obligation to purchase all the<br>shares of the minority shareholders for the then current market<br>price. The market price is determined, among other things, on<br>the basis of the recent market price of the shares. The purchase<br>procedure under the Finnish Companies Act differs, and the<br>purchase price may differ, from the purchase procedure and<br>price under the Finnish Securities Market Act, as discussed<br>above. However, if the threshold of nine-tenths has been<br>exceeded through either a mandatory or a voluntary public offer<br>pursuant to the Finnish Securities Market Act, the market price<br>under the Finnish Companies Act is deemed to be the price<br>offered in the public offer, unless there are specific reasons to<br>deviate from it.<br>Pre-emptive rights<br>In connection with any offering of shares, the existing<br>shareholders have a pre-emptive right to subscribe for shares<br>offered in proportion to the amount of shares in their<br>possession. However, a general meeting of shareholders may<br>vote, by a majority of two-thirds of the votes cast and two-thirds of the shares represented at the meeting, to waive this<br>pre-emptive right provided that, from the company’s<br>perspective, weighty financial grounds exist.<br>Monitoring of Foreign Corporate<br>Acquisitions<br>Under the Finnish Act on the Monitoring of Foreign Corporate<br>Acquisitions (2012/172 as amended), a notification to the<br>Ministry of Economic Affairs and Employment is required for a<br>non-resident of Finland, directly or indirectly, when acquiring<br>one-tenth or more of the voting power or corresponding factual<br>influence in a company. The Ministry of Economic Affairs and<br>Employment has to confirm the acquisition unless the<br>acquisition would jeopardize important national interests, in<br>which case the matter is referred to the Council of State. If the<br>company in question is operating in the defense sector, an<br>approval by the Ministry of Economic Affairs and Employment is<br>required before the acquisition is made. These requirements are<br>not applicable if, for instance, the voting power is acquired in a<br>share issue that is proportional to the holder’s ownership of the<br>shares. Moreover, the requirements do not apply to residents of<br>countries in the European Economic Area or EFTA countries,<br>except where at least one-tenth of shares or other controlling<br>right in such resident are held by a party not resident in the<br>European Economic Area or EFTA.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br> • Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>188 Nokia in 2025 | |
| --- | |
| Risk factors<br>Shareholders and potential investors<br>should carefully review the following risk<br>factors, in addition to other information<br>contained in this report. The risks and<br>risk factors described below could, either<br>individually or collectively, adversely<br>affect our business, competitiveness,<br>market share, results of operations,<br>profitability, financial condition, liquidity,<br>reputation, brand and share price. The<br>risk factors described below should not<br>be construed as exhaustive. There may<br>be additional risks that are unknown to<br>us, and other risks currently believed to<br>be immaterial that could turn out to be<br>material.<br>For a more detailed description of legal proceedings to<br>which we are a party, refer to Note 6.1. Commitments,<br>contingencies and legal proceedings, of our consolidated<br>financial statements. This report also contains forward-looking<br>statements that involve risks and uncertainties. Unless<br>otherwise indicated or the context otherwise requires,<br>references in these risk factors to “Nokia”, the “Nokia Group”,<br> “Group”, “we”, “us” and “our” mean Nokia’s consolidated<br>operating segments. Certain risks or events may be more<br>prevalent with respect to the Group or a certain business group,<br>business or part of the Group.<br>Cost and performance remain the top priorities for our<br>customers. Our capability to compete and remain a leading<br>provider of technology, software and services in the industries<br>and markets in which we operate is dependent on multiple<br>external and internal factors, partially outside our control,<br>including such as:<br>Risks related to our strategy and<br>its execution<br> ▪ Our success in executing the new strategy, correctly<br>identifying and pursuing opportunities and mitigating risks<br>and in improving the operational and financial<br>performance, including;<br> – Positioning ourselves to lead in the Artificial Intelligence-driven transformation of networks;<br> – Dependency on sustained traffic growth in customers’<br>networks and data centers, introduction of new use<br>cases and low-latency services to drive the demand for<br>network intelligence and growth in AI & Cloud;<br> – The degree our investments, including business<br>ventures, result in technologies, products or services<br>that achieve or retain broad or timely market<br>acceptance, answer to the expanding needs or<br>preferences of our customers or consumers, or in break-through innovations, research assets and intellectual<br>property that we could otherwise utilize for value<br>creation;<br> ▪ Our success in acquiring or divesting businesses and<br>technologies, integrating acquisitions and transitioning<br>divestments, entering into licensing arrangements,<br>minority investments, forming and managing joint ventures<br>or partnerships and in realizing the anticipated business<br>plans, benefits, synergies, cost savings or efficiencies from<br>these efforts;<br> ▪ Our ability to realize the anticipated benefits, synergies,<br>cost savings or efficiencies from acquisitions and to avoid<br>unforeseen integration obstacles;<br> ▪ Dependency on the performance of our partners and<br>success in forming partnering arrangements with third<br>parties;<br> ▪ Our success in identifying and implementing the<br>appropriate measures to improve operational performance<br>and cost-efficiency in order to continue investments in<br>R&D and future capabilities, including 5G-Advanced and 6G,<br>intra- and inter-data center solutions, enterprise, cloud,<br>artificial intelligence, automation/digitalization, security<br>and development of standard essential patents and to<br>reach targeted results, benefits and other improvements;<br>and<br> ▪ Our ability to meet our own sustainability targets, identify,<br>evaluate and address sustainability related risks and<br>opportunities appropriately and to comply with stakeholder<br>and societal expectations and practices and with the<br>increasing number of regulatory requirements related to<br>sustainability, including mandatory transparency and<br>disclosure requirements, impacts to human rights, and<br>considering our reliance on global supply chains and the<br>challenges and limitations in the availability of accurate<br>information contributing to measurement uncertainty in<br>provided quantitative metrics and monetary amounts in our<br>sustainability related disclosures.<br>Risks related to the general economic<br>and financial market conditions and to<br>the industries and markets in which we<br>operate<br> ▪ We are a global company and our sales and profitability<br>is dependent on general economic and financial market<br>conditions, such as the level of inflation and unemployment,<br>increased global macroeconomic uncertainty, major<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br> • Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>189 Nokia in 2025 | |
| --- | |
| currency fluctuations, higher interest rates and financing<br>costs, and other developments in the economies and<br>industries where we, our customers and partners/suppliers<br>operate, including adverse development in the policies<br>governing international trade or markets such as export and<br>import controls, including increases in tariffs, and any<br>geopolitical escalation, such as in the US-China relations, in<br>tensions in East Asia, Venezuela and ongoing situations with<br>Ukraine and in the Middle East;<br> ▪ Intense competition and development of the industries and<br>markets in which we operate, including:<br> – The cyclical nature of the markets;<br> – Technological changes, such as acceleration of AI/<br>automation, and the speed of technology adoption;<br> – Competitor behavior, and the breadth of the qualified<br>supplier pool;<br> – Customer consolidation, customers’ spending appetite<br>and purchase behavior, deployments and rollout timing;<br> – Price erosion largely driven by competition challenging<br>the connectivity business models of our customers;<br> ▪ Our dependency on a limited number of big customers and<br>large multi-year agreements. Loss of a single customer or<br>contract, operator consolidation, unfavorable contract<br>terms or other issues related to a single agreement may<br>have a material adverse effect on our business and<br>financial condition;<br> ▪ Competitiveness of, or developments regarding, pricing<br>and agreement terms we offer, such as our ability to pass<br>on inflationary cost pressure to our pricing, and including<br>developments with respect to customer financing or<br>extended payment terms or credit lines that we provide<br>our customers; and<br> ▪ Unwillingness of banks or other institutions to provide<br>guarantees or financing to our customers or purchase<br>our receivables could impair our capability to enter new<br>customers or markets, to mitigate payment risk and to<br>manage our liquidity.<br>Risks impacting our competitiveness<br> ▪ Our success in the development of new technologies,<br>services and upgrades, their rollout and commercialization<br>in a timely manner, including;<br> – Our ability to adapt to changing business models, rapid<br>technological advances and to meet new competition,<br>such as new AI-native companies or existing competitors<br>leveraging AI more effectively;<br> – Shifts and trends, such as AI-driven transformation of<br>networks, cloudification, Open RAN and openness in<br>general, virtualization and disaggregation, and our ability<br>to integrate advanced AI capabilities into Nokia's core<br>products and solutions with potential impact on the<br>attractiveness of our portfolio of products and services,<br>competitive landscape, business models and our margin<br>profile;<br> – Our ability to invest effectively and profitably in new<br>competitive high-quality products, services, such as in<br>5G-Advanced, Open RAN, 6G, AI-native networks, intra-DC and inter-DC connectivity, next-generation<br>broadband access, internet of things (IoT), the cloud or<br>software, upgrades and technologies that have<br>accurately anticipated the technological, regulatory and<br>market trends;<br> – Certain technology limits in key technologies or adoption<br>of unforeseen disruptive technologies by our<br>competitors that might change demand patterns for our<br>products and services and competitive dynamics;<br> – Our capabilities to manage end-to-end costs related to<br>our portfolio of products and services, meeting evolving<br>expectations and complying with regulatory<br>requirements and standards;<br> ▪ Severity of potential inefficiencies, operational incidents,<br>malfunctions or disruptions of our information technology<br>systems and processes, or disruptions of services relying<br>on our or third-party IT. Our operations rely on efficient<br>and uninterrupted operation of complex and centralized IT<br>core systems, networks and processes, which are<br>integrated with those of third parties. Consequently,<br>certain disruptions in IT systems and networks affecting<br>our external providers could also have a material adverse<br>effect on our business;<br> ▪ Actual or perceived security or privacy breaches, including<br>cybersecurity threats and incidents, data leakage, defects,<br>errors or vulnerabilities in our technology and services and<br>that of third-party providers. Our business model relies on<br>solutions for distribution of services and software or data<br>storage, which entail inherent risks relating to applicable<br>regulatory regimes, cybersecurity incidents and other<br>unauthorized access to network or data or other potential<br>security risks that may adversely affect our business and/<br>or compromise data confidentiality;<br> ▪ Our manufacturing, service creation, customer deliveries,<br>logistics or supply chain to operate without significant<br>interruptions or shortages, including the impacts of<br>geopolitical tensions and open conflicts feeding<br>uncertainty in the global supply chain, securing availability<br>of resources, raw materials and other components to meet<br>the demand, ability to adapt supply, defects in products or<br>related software or services and achieving required<br>efficiencies and flexibility;<br> ▪ Adverse events, such as natural or man-made disasters,<br>labor or civil unrest or health crises, may have a profound<br>impact on our service delivery, production sites or the<br>production sites of our suppliers/partners which are<br>geographically concentrated.<br> ▪ Possibility that our suppliers/partners may fail to meet our<br>and our customers’ product quality, health, safety or<br>security requirements or comply with other regulations or<br>local laws, such as environmental, social or labor laws; and<br> ▪ Our ability to retain, motivate, develop, reskill and recruit<br>appropriately skilled employees and balance the workforce.<br>Employees may face change fatigue, reduction in<br>motivation and energy as our efforts to evolve our business<br>and improve efficiency continue. The market for skilled<br>employees is increasingly competitive, particularly given<br>the similar technology trends affecting various industries<br>simultaneously and increased remote working expanding<br>the job market for individual employees.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br> • Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>190 Nokia in 2025 | |
| --- | |
| Risks associated with intellectual<br>property rights and licensing<br> ▪ Our products, services and business models dependency<br>on proprietary technologies developed by us and our ability<br>to create new relevant technologies, products and services<br>through our R&D, as well as our ability to protect our<br>innovations and to maintain the strength of our intellectual<br>property portfolio;<br> ▪ Our patent licensing income and other intellectual<br>property-related revenues being subject to risks and<br>uncertainties such as our ability to maintain our existing<br>sources of intellectual property-related revenue and on fair<br>and reasonable commercial terms, establish new sources of<br>revenue, protect our intellectual property from<br>infringement and our ability to monetize our intellectual<br>property e.g., due to market, regulatory and other<br>developments, such as the evolving geopolitical<br>environment, or court rulings in intellectual property-related litigation and other disputes. A proportionally<br>significant share of the current patent licensing income is<br>generated from the smartphone market, which is rapidly<br>changing and features a limited number of large vendors.<br>Uncertainty relating to the evolving global regulatory and<br>standardization landscape relating to intellectual property<br>is a challenge;<br> ▪ To renew existing license agreements and conclude new<br>license agreements with potential licensees and to protect<br>our intellectual property, we may and have engaged in legal<br>actions to enforce our intellectual property rights against<br>unlawful infringement, outcomes of which are uncertain;<br>and<br> ▪ Our products, services and business models dependency<br>on technologies that we have developed as well as<br>technologies that are licensed to us by certain third parties.<br>As a result, evaluating the rights related to the<br>technologies we use or intend to use is increasingly<br>challenging, and we expect to continue to face claims that<br>we have allegedly infringed third parties’ IPR. The use of<br>these technologies may also result in increased licensing<br>costs for us, restrictions on our ability to use certain<br>technologies in<br>our products and/or costly and time-consuming litigation.<br>Risks stemming from geopolitical, legal,<br>regulatory and compliance environment<br> ▪ Our global operations, including those in the emerging<br>markets, being subject to direct and indirect regulation,<br>and being exposed to political, geopolitical and regulatory<br>developments, such as:<br> – Unfavorable or unpredictable treatment in relation to<br>trade sanctions, tariffs, tax matters and export controls<br>(such as the changes in the U.S. and multilateral trade<br>policies, including the export and import controls and<br>laws, particularly with regard to China, Mexico, Canada<br>and the EU and regulation favoring local industry<br>participants;<br> – Complex regulatory frameworks impacting taxation,<br>national security, competition law, exchange controls,<br>sanctions, cyber security, communications technology,<br>supply chains, environmental, social and governance<br>(ESG) topics including integrity and anti-corruption;<br> – Geopolitical tensions, escalations or expansions into<br>open conflicts and military actions, labor unrest, civil<br>unrest, and public security and safety threats, including<br>potential further developments related to situations in<br>Ukraine and in the Middle East and the risks related to<br>tensions in Venezuela, East Asia and in countries in the<br>Sahel and West Africa;<br> ▪ Impact of changes in various existing regulations or in their<br>application, including rolling back of certain legislative acts<br>and initiatives, variations in national implementation of EU<br>legislation and divergence of regulatory frameworks in the<br>EU, the U.S. and other relevant jurisdictions and emerging<br>new regulation on current or new technologies, products or<br>telecommunication and technology sectors in general;<br> ▪ Our products, services and operations meeting all relevant<br>quality, health, safety or security standards and other<br>recommendations and regulatory requirements globally<br>and compliance with laws and regulations, such as related<br>to digital economy, sustainability, responsible AI,<br>telecommunications and technology, security and privacy,<br>including network and product security, protection and<br>transfer of personal data, data access and use;<br> ▪ We are subject to litigation, arbitrations, agreement-related<br>disputes and product liability-related allegations during<br>normal course of business, which may be disruptive and<br>expensive. At any given time, we may be subject to<br>inspections, investigations, claims, and government<br>proceedings, and the extent and outcome of such<br>proceedings may be difficult to estimate with any certainty.<br>We may be subject to material fines, penalties and other<br>sanctions as a result of such investigations; and<br> ▪ Our governance, internal controls and compliance<br>processes could fail to detect errors or wrongdoings and to<br>prevent regulatory penalties at corporate level, in operating<br>subsidiaries and joint ventures; and<br> ▪ The degree of control and level of influence over joint<br>ventures, other affiliated companies where Nokia does not<br>have direct management control and third parties we<br>engage with, whose performance we may be held liable for,<br>is limited.<br>Financial and tax-related uncertainties<br> ▪ We have operations in many countries with different tax<br>laws and rules, which may result in complex tax issues and<br>disputes. We may be obliged to pay additional taxes as a<br>result of changes in law, or changes of tax authority<br>practice or interpretation (possibly with retroactive effect<br>in certain cases), potentially resulting in a material impact<br>on our<br>tax burden;<br> ▪ Our actual or anticipated performance, among other<br>factors, could reduce our ability to utilize our tax attributes<br>and deferred tax assets;<br> ▪ We may not have access to sources of funding on favorable<br>terms, or at all;<br> ▪ We may not be able to maintain our investment grade<br>credit ratings;<br> ▪ Due to our global operations, our net sales, costs and<br>results of operations, as well as the US dollar value of our<br>dividends and market price of our ADSs, are affected by<br>exchange rate fluctuations;<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br> • Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>191 Nokia in 2025 | |
| --- | |
| ▪ Our pension and other post-employment benefit<br>obligations are subject to numerous factors that could<br>result in a need for increased funding; and<br> ▪ Recoverability of the carrying amount of our goodwill,<br>which could result in significant impairment charges.<br>Risks associated with ownership of our<br>shares ▪ Uncertainty of the amount of dividend and/or repayment<br>of capital and other profit distributions such as share<br>buybacks to shareholders for each financial period and<br>which depend, such as but not limited to, on available cash<br>balances, expected cash flow generation, anticipated cash<br>needs, retained earnings, the results of our operations and<br>our financial condition, terms of outstanding indebtedness<br>as well as other relevant factors such as restrictions,<br>prohibitions or limitations imposed by applicable laws;<br> ▪ Our share and/or ADS price may be volatile and could be<br>subject to fluctuations in response to various factors,<br>some of which are beyond our control; and<br> ▪ Requirement for non-Finnish shareholders to provide<br>detailed information to obtain advantageous withholding<br>tax treatment for dividends.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br> • Risk factors<br>Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>192 Nokia in 2025 | |
| --- | |
| Significant subsequent events<br>Nokia to operate with two primary operating segments<br>Nokia announced on 19 November 2025, together with its new<br>strategy, that it will reorganize its business into two primary<br>operating segments to better align to customer needs and<br>accelerate innovation as the AI supercycle increases demand for<br>advanced connectivity. This reorganization took effect as of 1<br>January 2026.<br>The reorganization recognizes Network Infrastructure as a<br>growth segment, positioned to capitalize on the rapid, global AI<br>and data center build-out while continuing to innovate for its<br>telecommunications customer base. The segment consists of<br>three business units Optical Networks, IP Networks and Fixed<br>Networks and is led by David Heard.<br>The new Mobile Infrastructure segment brings together Nokia’s<br>Core Networks portfolio, Radio Networks portfolio and<br>Technology Standards (formerly Nokia Technologies). It is<br>positioned for core and radio network technology and services<br>leadership to lead the industry to AI-native networks and 6G.<br>The new segment brings together a portfolio whose value<br>creation is founded on mobile communication technologies<br>based on 3GPP standards with a strong cash flow position<br>underpinned by IP licensing. It is led by Justin Hotard on an<br>interim basis and consists of three business units Core<br>Software, Radio Networks and Technology Standards.<br>In addition, as part of its strategy work, Nokia identified several<br>units which are not seen as core to the future of the company’s<br>strategy. These units were moved into a dedicated operating<br>segment called Portfolio Businesses while the company<br>assesses the best value creating opportunity for them. The<br>units moved were:<br> ▪ Fixed Wireless Access CPE (previously in Fixed Networks in<br>Network Infrastructure)<br> ▪ Site Implementation and Outside Plant (previously in Fixed<br>Networks in Network Infrastructure)<br> ▪ Enterprise Campus Edge (previously in Cloud and Network<br>Services)<br> ▪ Microwave Radio (previously in Mobile Networks)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br> • Significant subsequent events<br>Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>193 Nokia in 2025 | |
| --- | |
| Key ratios<br>Earnings per share (basic)<br>Profit/(loss) attributable to equity holders of the parent<br>Weighted average number of shares outstanding during the year<br>Earnings per share (diluted)<br>Profit/(loss) attributable to equity holders of the parent adjusted for the effect of dilution<br>Adjusted weighted average number of shares during the year<br>P/E ratio<br>Closing share price at 31 December<br>Earnings per share (basic) for continuing operations<br>Payout ratio<br>Proposed dividend per share<br>Earnings per share (basic) for continuing operations<br>Dividend yield %<br>Proposed dividend per share<br>Closing share price at 31 December<br>Shareholders’ equity per share<br>Capital and reserves attributable to equity holders of the parent<br>Number of shares at 31 December – number of treasury shares at 31 December<br>Market capitalization<br>(Number of shares at 31 December – number of treasury shares at 31 December) x closing share price at 31 December<br>Share turnover %<br>Number of shares traded during the year<br>Average number of shares during the year<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br> • Key ratios<br>Alternative performance<br>measures<br>Financial statements<br>Other information<br>194 Nokia in 2025 | |
| --- | |
| Alternative performance<br>measures<br>Certain financial measures presented in this report are not measures of financial performance,<br>financial position or cash flows defined in IFRS Accounting Standards. As these measures are not<br>defined in IFRS Accounting Standards, they may not be directly comparable with financial measures<br>used by other companies, including those in the same industry. The primary rationale for<br>presenting these measures is that the management uses these measures in assessing the financial<br>performance of Nokia and believes that these measures provide meaningful supplemental<br>information on the underlying business performance of Nokia. These financial measures should not<br>be considered in isolation from, or as a substitute for, financial information presented in<br>compliance with IFRS Accounting Standards.<br>Return on capital employed %<br>Definition<br>Return on capital employed is defined as (Profit before tax + Interest expense on interest-bearing<br>liabilities) / (Average capital and reserves attributable to equity holders of the parent + average<br>non-controlling interests + average interest-bearing liabilities).<br>Purpose<br>Return on capital employed indicates how efficiently Nokia uses its capital to generate profits.<br>Composition of return on capital employed %:<br>EURm 2025 2024 2023<br>Profit before tax 915 2 091 1 469<br>Interest expense on interest-bearing liabilities 141 209 201<br>Total 1 056 2 300 1 670<br>Average capital and reserves attributable to equity holders of the parent(1) 20 812 20 597 20 935<br>Average non-controlling interests(1) 91 91 92<br>Average interest-bearing liabilities(1) 3 650 4 040 4 334<br>Total capital employed 24 553 24 728 25 361<br>Return on capital employed % 4.3% 9.3% 6.6%<br>(1) Calculated as the average of opening and closing balance for the year as presented in the consolidated statement of financial<br>position. Refer to the consolidated financial statements.<br>Return on shareholders’ equity %<br>Definition<br>Return on shareholders’ equity is defined as Profit/(loss) for the year attributable to equity holders<br>of the parent / Average capital and reserves attributable to equity holders of the parent.<br>Purpose<br>Return on shareholders’ equity indicates how efficiently Nokia uses the capital invested by its<br>shareholders to generate profits.<br>Composition of return on shareholders’ equity %:<br>EURm 2025 2024 2023<br>Profit for the year attributable to equity holders of the parent 651 1 277 665<br>Average capital and reserves attributable to equity holders of the parent(1) 20 812 20 597 20 935<br>Return on shareholders’ equity % 3.1 % 6.2 % 3.2 %<br>(1) Calculated as the average of opening and closing balance for the year as presented in the consolidated statement of financial<br>position. Refer to the consolidated financial statements.<br>Equity ratio %<br>Definition<br>Equity ratio % is defined as (Total capital and reserves attributable to equity holders of the parent<br>+ non-controlling interests) / Total assets.<br>Purpose<br>Equity ratio indicates the proportion of assets financed by the capital provided by the equity<br>holders of the parent to the total assets of Nokia.<br>Composition of equity ratio %:<br>EURm 2025 2024 2023<br>Total capital and reserves attributable to equity holders of the parent 20 967 20 657 20 537<br>Non-controlling interests 91 90 91<br>Shareholders’ equity 21 058 20 747 20 628<br>Total assets 37 597 39 149 39 860<br>Equity ratio % 56.0 % 53.0 % 51.8 %<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br> • Alternative performance<br>measures<br>Financial statements<br>Other information<br>195 Nokia in 2025 | |
| --- | |
| Total cash and interest-bearing financial investments<br>Definition<br>Total cash and interest-bearing financial investments consist of cash and cash equivalents, current<br>interest-bearing financial investments and non-current interest-bearing financial investments.<br>Purpose<br>Total cash and interest-bearing financial investments is used to indicate funds available to Nokia to<br>run its current and invest in future business activities as well as provide return for security holders.<br>Composition of total cash and interest-bearing financial investments:<br>EURm 2025 2024 2023<br>Cash and cash equivalents 5 462 6 623 6 234<br>Current interest-bearing financial investments 961 1 661 1 565<br>Non-current interest-bearing financial investments 368 457 715<br>Total cash and interest-bearing financial investments 6 791 8 741 8 514<br>Net cash and interest-bearing financial investments<br>Definition<br>Net cash and interest-bearing financial investments equals total cash and interest-bearing financial<br>investments less long-term and short-term interest-bearing liabilities.<br>Purpose<br>Net cash and interest-bearing financial investments is used to indicate Nokia’s liquidity position<br>after cash required to settle the interest-bearing liabilities.<br>Composition of net cash and interest-bearing financial investments:<br>EURm 2025 2024 2023<br>Total cash and interest-bearing financial investments<br>Cash and cash equivalents 5 462 6 623 6 234<br>Current interest-bearing financial investments 961 1 661 1 565<br>Non-current interest-bearing financial investments 368 457 715<br>Interest-bearing liabilities<br>Long-term interest-bearing liabilities (2 329) (2 918) (3 637)<br>Short-term interest-bearing liabilities (1 084) (969) (554)<br>Net cash and interest-bearing financial investments 3 378 4 854 4 323<br>Net debt to equity (gearing) %<br>Definition<br>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<br>parent + Non-controlling interests).<br>Purpose<br>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.<br>Composition of net debt to equity (gearing) %:<br>EURm 2025 2024 2023<br>Interest-bearing liabilities<br>Long-term interest-bearing liabilities 2 329 2 918 3 637<br>Short-term interest-bearing liabilities 1 084 969 554<br>Total cash and interest-bearing financial investments<br>Cash and cash equivalents (5 462) (6 623) (6 234)<br>Current interest-bearing financial investments (961) (1 661) (1 565)<br>Non-current interest-bearing financial investments (368) (457) (715)<br>Net debt (3 378) (4 854) (4 323)<br>Total capital and reserves attributable to equity holders of the parent 20 967 20 657 20 537<br>Non-controlling interests 91 90 91<br>Shareholders’ equity 21 058 20 747 20 628<br>Net debt to equity (gearing) % (16.0) % (23.4) % (21.0) %<br>Free cash flow<br>Definition<br>Free cash flow is defined as Net cash flows from operating activities less purchases of property,<br>plant and equipment and intangible assets (capital expenditures).<br>Purpose<br>Free cash flow is the cash that Nokia generates after investments in property, plant and equipment<br>and intangible assets, and we believe it provides meaningful supplemental information as it<br>represents the cash available to service and repay interest-bearing financial liabilities, including<br>lease liabilities, make investments to grow business and distribute funds to shareholders. It is a<br>measure of cash generation, working capital efficiency and capital discipline of the business.<br>Composition of free cash flow:<br>EURm 2025 2024 2023<br>Net cash flows from operating activities 2 071 2 493 1 317<br>Purchase of property, plant and equipment and intangible assets (capital<br>expenditures) (606) (472) (652)<br>Free cash flow 1 465 2 021 665<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br> • Alternative performance<br>measures<br>Financial statements<br>Other information<br>196 Nokia in 2025 | |
| --- | |
| Capital expenditure<br>Definition<br>Purchases of property, plant and equipment and intangible assets (excluding assets acquired under<br>business combinations).<br>Purpose<br>Capital expenditure is used to describe investments in future profit-generating activities.<br>Composition of capital expenditure:<br>EURm 2025 2024 2023<br>Purchase of property, plant and equipment and intangible assets (606) (472) (652)<br>Capital expenditure (606) (472) (652)<br>Comparable operating profit<br>Definition<br>Comparable operating profit excludes intangible asset amortization and other purchase price fair<br>value adjustments, goodwill impairments, restructuring-related charges, transaction and related<br>costs, including integration costs, and certain other items affecting comparability.<br>Purpose<br>We believe that the comparable operating profit provides meaningful supplemental information<br>to both management and investors regarding Nokia’s underlying business performance by<br>excluding certain items of income and expenses that may not be indicative of Nokia’s business<br>operating results. Comparable operating profit is used also in determining management<br>remuneration.<br>Composition of comparable operating profit:<br>EURm 2025 2024 2023<br>Operating profit(1) 885 1 970 1 733<br>Restructuring and associated charges 478 445 356<br>Amortization and depreciation of acquired intangible assets and<br>property, plant and equipment 444 314 341<br>Release of acquisition-related fair value adjustments to deferred<br>revenue and inventory 88 — —<br>Provision for contractual claims 66 — —<br>Transaction and related costs, including integration costs 33 23 —<br>Loss on defined benefit plan amendment 24 — —<br>Disposal of businesses 6 (67) (20)<br>Divestment of associates — (190) —<br>Impairment and write-off of assets, net of reversals — 89 25<br>Costs associated with country exit — — (49)<br>Other⁽¹⁾ — — 23<br>Comparable operating profit(1) 2 024 2 584 2 409<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and<br>administrative expenses and other operating income to financial income. The comparative amounts for 2024 and 2023 have been<br>recast accordingly. For more information, refer to Note 1.2. General accounting policies in the consolidated financial statements.<br>Comparable operating margin %<br>Definition<br>Comparable operating margin is defined as Comparable operating profit / Net sales.<br>Purpose<br>Comparable operating margin is used as a measure of Nokia’s operating profitability as a<br>percentage of net sales excluding intangible asset amortization and other purchase price fair value<br>adjustments, goodwill impairments, restructuring-related charges, transaction and related costs,<br>including integration costs and certain other items affecting comparability.<br>As with comparable operating profit, we believe that the comparable operating margin provides<br>meaningful supplemental information to both management and investors regarding Nokia’s<br>underlying business performance by excluding certain items of income and expenses that may not<br>be indicative of Nokia’s business operating results.<br>Composition of comparable operating margin:<br>EURm 2025 2024 2023<br>Comparable operating profit(1) 2 024 2 584 2 409<br>Net sales 19 889 19 220 21 138<br>Comparable operating margin % 10.2 % 13.4 % 11.4 %<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and<br>administrative expenses and other operating income to financial income. The comparative amounts for 2024 and 2023 have been<br>recast accordingly. For more information, refer to Note 1.2. General accounting policies in the consolidated financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Business description<br>Board’s review 2025<br>Selected financial data<br>Operating and financial review<br>Sustainability Statement<br>Shares and shareholders<br>Articles of Association<br>Risk factors<br>Significant subsequent events<br>Key ratios<br> • Alternative performance<br>measures<br>Financial statements<br>Other information<br>197 Nokia in 2025 | |
| --- | |
| Consolidated financial statements 199<br>Consolidated income statement 199<br>Consolidated statement of comprehensive<br>income 200<br>Consolidated statement of financial position 201<br>Consolidated statement of cash flows 202<br>Consolidated statement of changes in<br>shareholders’ equity 203<br>Notes to the consolidated<br>financial statements 204<br>Section 1:<br>Basis of preparation 204<br>1.1. Corporate information 204<br>1.2. General accounting policies 204<br>1.3. Use of estimates and critical accounting<br>judgments 205<br>1.4. New and amended standards and<br>interpretations 205<br>Section 2:<br>Results for the year 207<br>2.1. Net sales 207<br>2.2. Segment information 210<br>2.3. Operating expenses and other operating<br>income 213<br>2.4. Financial income and expenses 213<br>2.5. Income taxes 214<br>2.6. Discontinued operations 217<br>2.7. Earnings per share 218<br>Section 3:<br>Compensation and benefits 219<br>3.1. Summary of personnel expenses 219<br>3.2. Remuneration of key management 219<br>3.3. Share-based payments 221<br>3.4. Pensions and other post-employment<br>benefits 223<br>Section 4:<br>Operating assets and liabilities 230<br>4.1. Goodwill and intangible assets 230<br>4.2. Property, plant and equipment 233<br>4.3. Leases 234<br>4.4. Inventories 235<br>4.5. Trade receivables and other customer-related balances 235<br>4.6. Other receivables and liabilities 237<br>4.7. Provisions 238<br>Section 5:<br>Capital and financial items 239<br>5.1. Equity 239<br>5.2. Financial assets and liabilities 243<br>5.3. Derivative assets and liabilities 247<br>5.4. Financial risk management 250<br>Section 6:<br>Other information 257<br>6.1. Commitments, contingencies and legal<br>proceedings 257<br>6.2. Acquisitions 258<br>6.3. Group companies 260<br>6.4. Related party transactions 264<br>6.5. Subsequent events 264<br>Parent Company financial statements 265<br>Notes to the Parent Company financial<br>statements 268<br>Signing of the Annual Accounts, the<br>Review of the Board of Directors and the<br>Sustainability Statement 2025 278<br>Auditor’s report 280<br>Auditor’s ESEF assurance report 284<br>Assurance report on the<br>Sustainability Statement 285<br>198 Nokia in 2025 | |
| --- | |
| Consolidated financial<br>statements<br>Consolidated income statement<br>For the year ended 31 December<br>EURm Note 2025 2024 2023<br>Net sales 2.1, 2.2 19 889 19 220 21 138<br>Cost of sales 2.2, 2.3 (11 230) (10 356) (12 592)<br>Gross profit 8 659 8 864 8 546<br>Research and development expenses 2.2, 2.3 (4 855) (4 512) (4 277)<br>Selling, general and administrative expenses(1) 2.2, 2.3 (3 073) (2 872) (2 863)<br>Other operating income(1) 2.2, 2.3 42 385 224<br>Other operating expenses 2.2, 2.3 112 105 103<br>Operating profit<br> ⁽<br> ¹<br> ⁾ 885 1 970 1 733<br>Share of results of associates and joint ventures 2.2, 6.4 19 7 (39)<br>Financial income(1) 2.2, 2.4 257 434 354<br>Financial expenses 2.2, 2.4 (246) (320) (579)<br>Profit before tax 915 2 091 1 469<br>Income tax expense 2.5 (277) (380) (820)<br>Profit from continuing operations 638 1 711 649<br>Profit/(loss) from discontinued operations 2.6 22 (427) 30<br>Profit for the year 660 1 284 679<br>Attributable to:<br>Equity holders of the parent 651 1 277 665<br>Non-controlling interests 9 7 14<br>Earnings per share attributable to equity holders of the parent 2.7 EUR EUR EUR<br>Basic<br>Profit from continuing operations 0.12 0.31 0.11<br>Profit for the year 0.12 0.23 0.12<br>Diluted<br>Profit from continuing operations 0.11 0.31 0.11<br>Profit for the year 0.12 0.23 0.12<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and administrative expenses and other operating income to<br>financial income. The comparative amounts for 2024 and 2023 have been recast accordingly. For more information, refer to Note 1.2. General accounting policies.<br>The notes are an integral part of these consolidated financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br> • Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>199 Nokia in 2025 | |
| --- | |
| Consolidated statement of comprehensive income<br>For the year ended 31 December<br>EURm Note 2025 2024 2023<br>Profit for the year 660 1 284 679<br>Items that will not be reclassified to profit or loss<br>Remeasurements of defined benefit plans (24) 408 (343)<br>Income tax related to items that will not be reclassified to profit or loss 2.5 7 (85) 61<br>Total of items that will not be reclassified to profit or loss (17) 323 (282)<br>Items that may be reclassified to profit or loss<br>Translation differences<br>Exchange differences on translating foreign operations (1 625) 615 (554)<br>Transfer to income statement (2) (78) 19<br>Net investment hedges<br>Net fair value gains/(losses) 111 (40) 135<br>Cash flow and other hedges<br>Net fair value gains/(losses) 65 23 (24)<br>Transfer to income statement (64) (2) (37)<br>Financial assets at fair value through other comprehensive income<br>Net fair value gains/(losses) 32 83 (110)<br>Transfer to income statement (23) (64) 120<br>Other increase/(decrease), net 7 3 (4)<br>Income tax related to items that may be reclassified to profit or loss 2.5 (28) 8 (10)<br>Total of items that may be reclassified to profit or loss (1 527) 548 (465)<br>Other comprehensive (loss)/income, net of tax (1 544) 871 (747)<br>Total comprehensive (loss)/income for the year, net of tax (884) 2 155 (68)<br>Attributable to:<br>Equity holders of the parent<br>Continuing operations (911) 2 624 (91)<br>Discontinued operations 22 (477) 13<br>Total (889) 2 147 (78)<br>Non-controlling interests 5 8 10<br>The notes are an integral part of these consolidated financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br> • Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>200 Nokia in 2025 | |
| --- | |
| Consolidated statement of financial position<br>At 31 December<br>ASSETS<br>Non-current assets<br>Goodwill 4.1 5 996 5 736<br>Other intangible assets 4.1 1 399 802<br>Property, plant and equipment 4.2 1 570 1 362<br>Right-of-use assets 4.3 920 758<br>Investments in associated companies and joint ventures 6.4 180 124<br>Non-current interest-bearing financial investments 5.2, 5.4 368 457<br>Other non-current financial assets 5.2, 5.4 1 072 1 182<br>Defined benefit pension assets 3.4 6 380 6 932<br>Deferred tax assets 2.5 3 643 3 599<br>Other non-current receivables 4.6 277 210<br>Total non-current assets 21 805 21 162<br>Current assets<br>Inventories 4.4 2 209 2 163<br>Trade receivables 4.5, 5.2, 5.4 4 975 5 248<br>Contract assets 4.5 805 694<br>Current income tax assets 2.5 256 202<br>Other current receivables 4.6 784 767<br>Current interest-bearing financial investments 5.2, 5.4 961 1 661<br>Other current financial assets 5.2, 5.3, 5.4 340 629<br>Cash and cash equivalents 5.2, 5.4 5 462 6 623<br>Total current assets 15 792 17 987<br>Total assets 37 597 39 149<br>EURm Note 2025 2024<br>SHAREHOLDERS’ EQUITY AND LIABILITIES<br>Equity<br>Share capital 246 246<br>Share premium 870 734<br>Treasury shares (352) (431)<br>Translation differences (1 272) 263<br>Fair value and other reserves 3 955 3 963<br>Reserve for invested unrestricted equity 15 663 13 926<br>Retained earnings 1 857 1 956<br>Total shareholders’ equity 20 967 20 657<br>Non-controlling interests 91 90<br>Total equity 5.1 21 058 20 747<br>Non-current liabilities<br>Long-term interest-bearing liabilities 5.2, 5.3, 5.4 2 329 2 918<br>Long-term lease liabilities 5.4 797 664<br>Defined benefit pension and post-employment liabilities 3.4 1 947 2 083<br>Deferred tax liabilities 2.5 392 562<br>Contract liabilities 4.5 286 185<br>Other non-current liabilities 4.6 147 117<br>Provisions 4.7 637 479<br>Total non-current liabilities 6 535 7 008<br>Current liabilities<br>Short-term interest-bearing liabilities 5.2, 5.3, 5.4 1 084 969<br>Short-term lease liabilities 5.4 203 199<br>Other financial liabilities 5.2, 5.3, 5.4 316 1 668<br>Contract liabilities 4.5 1 562 1 506<br>Current income tax liabilities 2.5 344 207<br>Trade payables 5.2, 5.4 2 978 3 213<br>Other current liabilities 4.6 2 738 2 883<br>Provisions 4.7 779 749<br>Total current liabilities 10 004 11 394<br>Total liabilities 16 539 18 402<br>Total shareholders’ equity and liabilities 37 597 39 149<br>EURm Note 2025 2024<br>The notes are an integral part of these consolidated financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br> • Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>201 Nokia in 2025 | |
| --- | |
| Consolidated statement of cash flows<br>For the year ended 31 December<br>Cash flow from operating activities<br>Profit for the year 660 1 284 679<br>Adjustments, total(1) 2 065 2 157 2 559<br>Change in net working capital(2) (209) (569) (1 282)<br>Cash flows from operations 2 516 2 872 1 956<br>Interest received 163 226 178<br>Interest paid 4.3, 5.2 (212) (263) (241)<br>Income taxes paid, net (396) (342) (576)<br>Net cash flows from operating activities 2 071 2 493 1 317<br>Cash flow from investing activities<br>Purchase of property, plant and equipment and intangible assets (606) (472) (652)<br>Proceeds from sale of property, plant and equipment and intangible assets 28 97 189<br>Acquisition of businesses, net of cash acquired 6.2 (1 730) (37) (19)<br>Purchase of shares in associated companies (50) — —<br>Proceeds from disposal of businesses, net of cash disposed 2.6 40 (29) 17<br>Proceeds from disposal of shares in associated companies — 259 8<br>Purchase of interest-bearing financial investments (337) (924) (1 855)<br>Proceeds from interest-bearing financial investments 1 102 1 138 3 382<br>Purchase of other financial assets (117) (280) (83)<br>Proceeds from other financial assets 186 70 34<br>Other 88 61 22<br>Net cash flows (used in)/from investing activities (1 396) (117) 1 043<br>Cash flow from financing activities<br>Proceeds from issuance of shares 5.1 859 — —<br>Acquisition of treasury shares 5.1 (624) (680) (300)<br>Purchase of equity instruments of subsidiaries 5.2 (501) — —<br>Proceeds from long-term borrowings 5.4 151 101 496<br>Repayment of long-term borrowings 5.4 (875) (462) (798)<br>(Repayment of)/proceeds from short-term borrowings 5.4 360 (6) (40)<br>Payment of principal portion of lease liabilities 4.3, 5.4 (221) (233) (239)<br>Dividends paid 5.1 (759) (723) (621)<br>Net cash flows used in financing activities (1 610) (2 003) (1 502)<br>Translation differences (226) 16 (91)<br>Net (decrease)/increase in cash and cash equivalents (1 161) 389 767<br>Cash and cash equivalents at 1 January 6 623 6 234 5 467<br>Cash and cash equivalents at 31 December 5 462 6 623 6 234<br>EURm Note 2025 2024 2023<br>The consolidated statement of cash flows combines cash flows from both continuing and discontinued operations.<br>The notes are an integral part of these consolidated financial statements.<br>(1) Adjustments<br>EURm 2025 2024 2023<br>Depreciation and amortization 1 119 1 014 1 087<br>Share-based payments 337 241 202<br>Impairment charges 18 611 25<br>Restructuring charges(1) 391 388 316<br>Gain on sale of businesses and associated<br>companies (23) (286) (19)<br>Gain on sale of property, plant and<br>equipment (22) (94) (143)<br>Financial income and expenses(2) (11) (107) 220<br>Income tax expense 277 385 825<br>Other adjustments, net(2) (21) 5 46<br>Total 2 065 2 157 2 559<br>(1) Restructuring charges in adjustments represent the non-cash portion recognized<br>in the consolidated income statement.<br>(2) In 2025, Nokia changed the presentation of gains and losses from venture fund<br>investments which resulted in reclassifications in adjustments. The comparative<br>amounts for 2024 and 2023 have been recast accordingly. For more information,<br>refer to Note 1.2. General accounting policies.<br>(2) Change in net working capital<br>EURm 2025 2024 2023<br>(Increase)/decrease in receivables (25) (364) 304<br>Decrease in inventories 149 404 443<br>Decrease in non-interest-bearing<br>liabilities (333) (609) (2 029)<br>Total (209) (569) (1 282)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br> • Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>202 Nokia in 2025 | |
| --- | |
| Consolidated statement of changes in shareholders’ equity<br>EURm Note Share capital Share premium<br>Treasury<br>shares<br>Translation<br>differences<br>Fair value and<br>other reserves<br>Reserve for<br>invested<br>unrestricted<br>equity<br>Retained<br>earnings<br>Total<br>shareholders’<br>equity<br>Non-controlling<br>interests Total equity<br>1 January 2023 246 503 (352) 169 3 905 15 487 1 375 21 333 93 21 426<br>Profit for the year 665 665 14 679<br>Other comprehensive loss 5.1 (418) (300) (25) (743) (4) (747)<br>Total comprehensive income for the year — — — (418) (300) — 640 (78) 10 (68)<br>Share-based payments 202 202 202<br>Settlement of share-based payments (77) 59 (18) (18)<br>Acquisition of treasury shares 5.1 (303) 12 (291) (291)<br>Cancellation of treasury shares 5.1 303 (303) — —<br>Disposal of subsidiaries — (2) (2)<br>Dividends 5.1 (611) (611) (10) (621)<br>Total transactions with owners — 125 — — — (232) (611) (718) (12) (730)<br>31 December 2023 246 628 (352) (249) 3 605 15 255 1 404 20 537 91 20 628<br>Profit for the year 1 277 1 277 7 1 284<br>Other comprehensive income 5.1 512 358 870 1 871<br>Total comprehensive loss for the year — — — 512 358 — 1 277 2 147 8 2 155<br>Share-based payments 241 241 241<br>Settlement of share-based payments (135) 99 (36) (36)<br>Acquisition of treasury shares 5.1 (686) (821) (1 507) (1 507)<br>Cancellation of treasury shares 5.1 607 (607) — —<br>Adjustment to financial liability to acquire non-controlling interest (11) (11) (11)<br>Dividends 5.1 (714) (714) (9) (723)<br>Total transactions with owners — 106 (79) — — (1 329) (725) (2 027) (9) (2 036)<br>31 December 2024 246 734 (431) 263 3 963 13 926 1 956 20 657 90 20 747<br>Profit for the year 651 651 9 660<br>Other comprehensive (loss)/income 5.1 (1 535) (8) 3 (1 540) (4) (1 544)<br>Total comprehensive income for the year — — — (1 535) (8) — 654 (889) 5 (884)<br>Share-based payments 337 337 337<br>Settlement of share-based payments (262) 176 (86) (86)<br>Acquisition of treasury shares(1) 5.1 (624) 830 206 206<br>Cancellation of treasury shares 5.1 703 (703) — —<br>Directed share issue 5.1 850 850 850<br>Acquisitions through business combinations 5.1 61 584 645 2 647<br>Dividends 5.1 (753) (753) (6) (759)<br>Total transactions with owners — 136 79 — — 1 737 (753) 1 199 (4) 1 195<br>31 December 2025 246 870 (352) (1 272) 3 955 15 663 1 857 20 967 91 21 058<br>(1) In November 2024, Nokia launched a new share buyback program to offset the dilutive effect of the acquisition of Infinera. At 31 December 2024, Nokia recorded a liability and a reduction of reserve for invested unrestricted equity of EUR 821 million to reflect Nokia’s<br>commitment under the agreement with a third-party broker conducting the share repurchases on Nokia’s behalf. The liability and reduction of reserve for invested unrestricted equity were reversed in 2025 when the program was completed. For more information on Nokia’s<br>share buyback programs, refer to Note 5.1. Equity.<br>The notes are an integral part of these consolidated financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br> • Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>203 Nokia in 2025 | |
| --- | |
| Notes to the consolidated financial statements<br>Section 1<br>Basis of<br>preparation<br>This section describes the general<br>accounting policies applied in<br>preparation of these consolidated<br>financial statements, including the<br>basis of presentation and key<br>consolidation principles. This<br>section also summarizes the<br>accounting matters that involve<br>most judgment or estimation<br>uncertainty. The specific<br>accounting policies as well as<br>details of key accounting estimates<br>and judgments are provided in the<br>related notes.<br>1.1. Corporate information<br>Nokia Corporation, a public limited liability company<br>incorporated and domiciled in Helsinki, Finland, is the parent<br>company (Parent Company or Parent) for all its subsidiaries<br>(together Nokia or the Group). Nokia’s operational headquarters<br>are located in Espoo, Finland. The shares of Nokia Corporation<br>are listed on the Nasdaq Helsinki Stock Exchange and the New<br>York Stock Exchange.<br>Nokia is a global provider of critical network infrastructure across<br>fixed, mobile and transport networks, delivering the performance<br>and security its customers need to meet the demands of an AI-enabled future. Nokia’s solution offerings combine hardware,<br>software and services, as well as licensing of intellectual<br>property, including patents, technologies and the Nokia brand.<br>These consolidated financial statements for the year ended 31<br>December 2025 were authorized for issuance and filing by the<br>Board of Directors on 5 March 2026.<br>1.2. General accounting policies<br>Basis of presentation and statement of<br>compliance<br>The consolidated financial statements are prepared in accordance<br>with IFRS® Accounting Standards as issued by the International<br>Accounting Standards Board (IASB) and as adopted by the<br>European Union (EU). The consolidated financial statements also<br>conform to Finnish accounting and company legislation.<br>The consolidated financial statements are presented in millions<br>of euros (EURm), except when otherwise noted, and are prepared<br>under the historical cost convention, except when otherwise<br>disclosed in the accounting policies in the specific notes.<br>Other information<br>Presentation of the results of venture fund investments<br>In 2025, Nokia completed a strategic review of its venture fund<br>investment activities. As a result, Nokia no longer views broad-based venture fund investments as having a strategic role and<br>has initiated a process to scale down these investments.<br>Consequently, the presentation of the results of venture fund<br>investments as operating activities is no longer considered<br>relevant, and therefore beginning from 2025, Nokia is<br>presenting the gains and losses from venture fund investments,<br>including the changes in fair value and the fund management<br>fees, as financial income. For the segment reporting purposes,<br>the results of venture fund investments had previously been<br>included in the operating results of Group Common and Other.<br>The comparative financial information for 2024 and 2023 has<br>been recast accordingly.<br>As a result of the recast, in 2024, selling, general and<br>administrative costs decreased by EUR 18 million, other<br>operating income decreased by EUR 47 million and financial<br>income increased by EUR 29 million. In 2023, selling, general<br>and administrative costs decreased by EUR 15 million, other<br>operating income increased by EUR 57 million and financial<br>income decreased by EUR 72 million.<br>Additionally, in 2024 and 2023, EUR 29 million and EUR 72 million,<br>respectively, was reclassified to financial income and expenses<br>from gain/loss from other financial assets and other adjustments,<br>net within adjustments in the statement of cash flows.<br>Statutory reporting requirement in Germany<br>The fully consolidated German subsidiary, Nokia Solutions and<br>Networks GmbH & Co. KG, registered in the commercial register<br>of Munich under HRA 88537, has made use of the exemption<br>available under § 264b and § 291 of the German Commercial<br>Code (HGB).<br>Principles of consolidation<br>The consolidated financial statements comprise the financial<br>statements of the Parent Company, and each company over<br>which it exercises control. Control over an entity exists when<br>Nokia is exposed, or has rights, to variable returns from its<br>involvement with the entity and has the ability to affect those<br>returns through its power over the entity. Presumption is that a<br>majority of voting rights results in control. To support this<br>presumption, Nokia considers all relevant facts and<br>circumstances when assessing if it has power over the entity<br>including voting rights and potential voting rights, rights to<br>appoint key management personnel and rights arising from<br>other contractual arrangements. Consolidation of a subsidiary<br>begins when control over it is obtained, and it ceases when the<br>control is lost.<br>All intercompany transactions are eliminated in the<br>consolidation process. Non-controlling interest represents the<br>proportion of net profit or loss, other comprehensive income<br>and net assets in subsidiaries that is not attributable to the<br>equity holders of the Parent.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>204 Nokia in 2025 | |
| --- | |
| Investments in associates and joint ventures<br>An associate is an entity over which Nokia exercises significant<br>influence. A joint venture is a type of joint arrangement whereby<br>the parties that have joint control of the arrangement have<br>rights to the net assets of the arrangement.<br>Nokia’s investments in associates and joint ventures are<br>accounted for using the equity method. Under the equity<br>method, the investment in an associate or joint venture is<br>initially recognized at cost. The carrying amount of the<br>investment is adjusted to recognize changes in Nokia’s share of<br>net assets of the associate or joint venture since the acquisition<br>date. Nokia’s share of profits and losses of associates and joint<br>ventures is reflected in the consolidated income statement. Any<br>change in other comprehensive income of associates and joint<br>ventures is presented as part of Nokia’s other comprehensive<br>income.<br>Foreign currency translation<br>Functional and presentation currency<br>The consolidated financial statements are presented in euro,<br>the functional and presentation currency of the Parent<br>Company. The financial statements of all Group companies are<br>measured using the functional currency, which is the currency<br>of the primary economic environment in which the entity<br>operates.<br>Transactions in foreign currencies<br>Transactions in foreign currencies are recorded at exchange<br>rates prevailing at the date of the transaction. For practical<br>reasons, a rate that approximates the actual rate at the date of<br>the transaction is often used. Monetary assets and liabilities<br>denominated in foreign currency are translated at the exchange<br>rates prevailing at the end of the reporting period.<br>Foreign exchange gains and losses arising from monetary<br>assets and liabilities as well as fair value changes of related<br>hedging instruments are recognized in financial income and<br>expenses. Foreign exchange gains and losses related to non-monetary non-current financial investments are included in the<br>fair value measurement of these investments and recognized in<br>other financial income.<br>Foreign Group companies<br>On consolidation, the assets and liabilities of foreign operations<br>whose functional currency is other than euro are translated into<br>euro at the exchange rates prevailing at the end of the<br>reporting period.<br>The income and expenses of these foreign operations are<br>translated into euro at the average exchange rates for the<br>reporting period. The exchange differences arising from<br>translation for consolidation are recognized as translation<br>differences in other comprehensive income. On disposal of a<br>foreign operation, the cumulative amount of translation<br>differences relating to that foreign operation is reclassified to<br>profit or loss.<br>1.3. Use of estimates and critical<br>accounting judgments<br>The preparation of financial statements requires use of<br>management judgment in selecting and applying accounting<br>policies as well as making estimates and assumptions about the<br>future. These judgments, estimates and assumptions may have<br>a significant effect on the amounts recognized in the financial<br>statements.<br>The estimates and assumptions used in determining the<br>carrying amounts of assets and liabilities are based on historical<br>experience, expected outcomes and various other factors that<br>were available when these financial statements were prepared,<br>and they are believed to be reasonable under the<br>circumstances. The estimates and assumptions are reviewed<br>continually and revised if changes in circumstances occur, or as<br>a result of new information. As estimates and assumptions<br>inherently contain a varying degree of uncertainty, actual<br>outcomes may differ resulting in adjustments to the carrying<br>amounts of assets and liabilities in subsequent periods.<br>The accounting matters listed below are determined to involve<br>the most difficult, subjective or complex judgments, or are<br>considered as major sources of estimation uncertainty that may<br>have a significant risk of resulting in a material adjustment to<br>the carrying amounts of assets and liabilities within the next<br>financial year. Please refer to the specific notes for further<br>information on the key accounting estimates and judgments.<br>Key accounting<br>estimates and judgments Note<br>Judgment related to recognition<br>of deferred tax assets 2.5. Income taxes<br>Judgment related to classification<br>of Submarine Networks as a<br>discontinued operation<br>2.6. Discontinued<br>operations<br>Estimate of pension and other<br>post-employment benefit<br>obligations<br>3.4. Pensions and other<br>post-employment benefits<br>Judgment related to the<br>determination and fair value<br>measurement of intangible assets<br>in business combination<br>6.2. Acquisitions<br>1.4. New and amended standards and<br>interpretations<br>On 1 January 2025, Nokia adopted the following amendments<br>to the accounting standards issued by the IASB and endorsed by<br>the EU:<br> ▪ Amendments to IAS 21 The Effects of Changes in Foreign<br>Exchange Rates: Lack of Exchangeability<br>The amendments had no material impact on the measurement,<br>recognition or presentation of any items in Nokia’s consolidated<br>financial statements for 2025.<br>Nokia has not early adopted any new or amended standards or<br>interpretations that have been issued but are not yet effective.<br>The new and amended standards and interpretations issued by<br>the IASB that are effective in future periods are not expected to<br>have a material impact on the consolidated financial statements<br>of Nokia when adopted, except for IFRS 18 Presentation and<br>Disclosure in Financial Statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>205 Nokia in 2025 | |
| --- | |
| IFRS 18, which was published in April 2024 and will be effective<br>for annual periods beginning on or after 1 January 2027, will<br>replace IAS 1 Presentation of Financial Statements.<br>The objective of IFRS 18 is to enhance the comparability of<br>financial statements, particularly the income statement,<br>between companies, improve the transparency and<br>understandability of non-GAAP measures, and ensure useful<br>disaggregation of information in the financial statements. To<br>enable this, IFRS 18 introduces new requirements for<br>presentation within the income statement, including specified<br>totals and subtotals and classification of all income and<br>expenses into one of five categories: operating, investing,<br>financing, income taxes and discontinued operations, whereof<br>the first three are new.<br>Furthermore, the standard requires disclosure of newly defined<br>management-defined performance measures and aggregation<br>and disaggregation of financial information based on the<br>identified ‘roles’ of the primary financial statements and the<br>notes. In conjunction with the issue of IFRS 18, narrow-scope<br>amendments have been made to IAS 7 Statement of Cash Flows,<br>including changing the starting point for determining cash flows<br>from operations under the indirect method, from ‘profit or loss’<br>to ‘operating profit or loss’.<br>Even though IFRS 18 is not changing the recognition and<br>measurement requirements, the standard is expected to<br>significantly change how Nokia presents its consolidated<br>financial statements, particularly the income statement,<br>statement of cash flows, and notes to the financial statements.<br>Nokia is currently assessing the impact the adoption will have on<br>its consolidated financial statements. To date, the following<br>potential impacts have been identified:<br> ▪ Although the adoption of IFRS 18 will have no impact on its<br>net profit, Nokia expects that grouping items of income and<br>expenses in the income statement into the new categories<br>will impact how operating profit is determined. Foreign<br>exchange differences as well as interest income and<br>expenses currently aggregated in financial income and<br>expenses will need to be disaggregated, with some gains or<br>losses to be presented within the operating category.<br>Foreign exchange gains and losses as well as interest income<br>and expenses will be classified in the category where the<br>related income and expense from the underlying item is<br>classified.<br> ▪ The line items presented on the primary financial<br>statements might change as a result of the application of<br>the concept of “useful structured summary” and the<br>enhanced principles on aggregation and disaggregation.<br>Nokia does not expect there to be a significant change in the<br>information that is currently disclosed in the notes because<br>the requirement to disclose material information remains<br>unchanged; however, the way in which the information is<br>grouped might change as a result of the refined<br>aggregation/disaggregation principles.<br> ▪ New disclosures for management-defined performance<br>measures (MPMs) will be added. In brief, an MPM refers to a<br>subtotal of income and expenses an entity uses in its<br>financial communications outside financial statements which<br>has not been defined in IFRS Accounting Standards. To<br>improve transparency around these measures, IFRS 18<br>requires entities to disclose information about all of its<br>MPMs in a single note, including how the measure is<br>calculated, how it provides useful information and a<br>reconciliation to the most comparable subtotal specified by<br>IFRS Accounting Standards.<br> ▪ From the statement of cash flows perspective, the starting<br>point for calculating cash flows from operating activities will<br>change to operating profit. Additionally, there will be<br>changes to how interest received and interest paid are<br>presented. Interest paid will be presented as financing cash<br>flows and interest received as investing cash flows, which is<br>a change from current presentation as part of operating<br>cash flows.<br>Nokia will apply IFRS 18 from its mandatory effective date of<br>1 January 2027. As retrospective application is required, the<br>comparative information for 2025 and 2026 will be restated<br>accordingly.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>206 Nokia in 2025 | |
| --- | |
| Section 2<br>Results for<br>the year<br>This section provides details of<br>items presented in the income<br>statement including disaggregation<br>of net sales by region and<br>customer type, results of Nokia’s<br>operating segments, and<br>information on operating expenses<br>and other operating income.<br>Additionally, this section contains<br>details of financial income and<br>expenses and income taxes, as well<br>as the results of discontinued<br>operations. The calculation of<br>earnings per share is presented at<br>the end of this section.<br>2.1. Net sales<br>Accounting policies<br>Nokia accounts for a contract with a customer when the<br>contract has been approved in writing, which is generally<br>when both parties are committed to perform their respective<br>obligations, the rights, including payment terms, regarding<br>the goods and services to be transferred can be identified,<br>the contract has commercial substance, and collection of the<br>consideration to which Nokia expects to be entitled is<br>probable. Management considers only legally enforceable<br>rights in evaluating the accounting for contracts with<br>customers. As such, frame agreements that do not create<br>legally enforceable rights and obligations are accounted for<br>upon issuance of subsequent legally binding purchase orders<br>under the frame agreements.<br>A contract modification or a purchase order is accounted for<br>as a separate contract if the scope of the contract increases<br>by additional distinct goods or services, and the price of the<br>contract increases by an amount that reflects the standalone<br>selling price of those additional goods or services. If the<br>additional goods or services are distinct but not sold at a<br>standalone selling price, the contract modification is<br>accounted for prospectively. If the additional goods or<br>services are not distinct, the modification is accounted for<br>through a cumulative catch-up adjustment.<br>Nokia recognizes revenue from contracts with customers to<br>reflect the transfer of promised goods and services to<br>customers for amounts that reflect the consideration to<br>which Nokia expects to be entitled in exchange for those<br>goods and services. The consideration may include variable<br>amounts, such as volume discounts and sales-based or<br>usage-based royalties, which Nokia estimates based on the<br>most likely amount. Nokia includes variable consideration into<br>the transaction price only to the extent that it is highly<br>probable that a significant revenue reversal will not occur.<br>The transaction price also excludes amounts collected on<br>behalf of third parties.<br>If the timing of payments provides either the customer or<br>Nokia with a significant benefit of financing, the transaction<br>price is adjusted for the effect of financing and the related<br>interest revenue or interest expense is presented separately<br>from revenue. As a practical expedient, Nokia does not<br>account for financing components if, at contract inception,<br>the consideration is expected to be received within one year<br>before or after the goods or services have been transferred<br>to the customer.<br>Nokia enters into contracts with customers consisting of any<br>combination of hardware, services and intellectual property.<br>Hardware and software sold by Nokia includes warranty, which<br>can either be assurance-type for repair of defects and<br>replacement of hardware recognized as a centralized<br>warranty provision, or service-type for scope beyond the<br>repair of defects or for a time period beyond the standard<br>assurance-type warranty period and considered as a separate<br>performance obligation within the context of the contract.<br>The associated revenue recognized for such contracts<br>depends on the nature of the underlying goods and services<br>provided. The promised goods or services in the contract<br>might include sale of goods, license of intellectual property<br>and grant of options to purchase additional goods or services<br>that may provide the customer with a material right. Nokia<br>conducts an assessment at contract inception to determine<br>which promised goods and services in a customer contract<br>are distinct and accordingly identified as performance<br>obligations.<br>The standalone selling price of each performance obligation is<br>determined by considering factors such as the price of the<br>performance obligation if sold on a standalone basis and the<br>expected cost of the performance obligation plus a<br>reasonable margin when price references are not available.<br>The portion of the transaction price allocated to each<br>performance obligation is recognized when the revenue<br>recognition criteria for that performance obligation have<br>been met.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>207 Nokia in 2025 | |
| --- | |
| Nokia allocates the transaction price to each distinct<br>performance obligation on the basis of their standalone<br>selling prices, relative to the overall transaction price. If a<br>standalone selling price is not observable, it is estimated. The<br>transaction price may include a discount or a variable amount<br>of consideration that is generally allocated proportionately to<br>all performance obligations in the contract unless Nokia has<br>observable evidence that the entire discount relates to only<br>one or more, but not all, performance obligations in a<br>contract. The amount of revenue recognized is the amount<br>allocated to the satisfied performance obligation based on<br>the relative standalone selling prices. A performance<br>obligation may be satisfied at a point in time or over time.<br>As described in Note 4.5. Trade receivables and other<br>customer-related balances, Nokia presents its customer<br>contracts in the statement of financial position as either a<br>contract asset or a contract liability, depending on the<br>relationship between Nokia’s performance and the<br>customer’s payment for each individual contract.<br>Sale of products<br>Nokia manufactures and sells a range of networking<br>equipment, covering the requirements of network operators.<br>Revenue for these products is recognized when control of the<br>products has transferred, the determination of which may<br>require judgment. Typically, for standard equipment sales,<br>control transfers upon delivery. For more complex solutions,<br>control generally transfers upon acceptance.<br>In some arrangements, mainly within the Submarine Networks<br>business which is presented as a discontinued operation and was<br>sold in 2024, Nokia’s performance does not create an asset with<br>an alternative use and Nokia recognizes revenue over time using<br>the output method, which faithfully depicts the manner in which<br>the asset is transferred to the customer as well as Nokia’s<br>enforceable rights to payment for the work completed to date,<br>including margin. The output measure selected by Nokia for each<br>contract may vary depending on the nature of the contract.<br>Sale of services<br>Nokia provides services related to the provision of networking<br>equipment, ranging from managing a customer’s network and<br>product maintenance services to network installation,<br>integration and optimization. Revenue for each separate service<br>performance obligation is recognized as or when the customer<br>obtains the benefits of Nokia’s performance. Service revenue is<br>recognized over time for managed and maintenance services, as<br>in these cases Nokia performs throughout a fixed contract term<br>and the customer simultaneously receives and consumes the<br>benefits as Nokia performs. In some cases, Nokia performs<br>services that are subject to customer acceptance where revenue<br>is recognized when the customer acceptance is obtained.<br>Sale of intellectual property licenses<br>Nokia provides its customers with licenses to intellectual<br>property (IP) owned by Nokia by granting software licenses and<br>rights to benefit from Nokia’s IP in their products. When a<br>software license is sold, revenue is recognized upon delivery or<br>acceptance of the software, as Nokia has determined that each<br>software release is distinct, and the license is granted for<br>software as it exists when the control transfers to the customer.<br>When Nokia grants customers a license to use IP owned by<br>Nokia, the associated license fee revenue is recognized in<br>accordance with the substance of the relevant agreements. In<br>the majority of contracts, Nokia retains obligations to<br>continue to develop and make available to the customer the<br>latest IP in the licensed assets during the contract term, and<br>therefore revenue is recognized on a straight-line basis over<br>the period during which Nokia is expected to perform.<br>Recognition of the revenue on a straight-line basis over the<br>term of the license is considered the most faithful depiction of<br>Nokia’s satisfaction of the performance obligation as the IP<br>being licensed towards the customer includes new inventions<br>patented by Nokia that are highly interdependent and<br>interrelated and created through the course of continuous<br>research and development (R&D) efforts that are relatively<br>stable throughout the year. In some contracts, Nokia has no<br>remaining obligations to perform after granting a license to the<br>initial IP, and licensing fees are non-refundable. In these cases,<br>revenue is recognized at the beginning of the license term.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>208 Nokia in 2025 | |
| --- | |
| Revenue disaggregation<br>Management has determined that Nokia’s geographic areas are<br>considered as the primary determinants to depict how the<br>nature, amount, timing and uncertainty of revenue and cash<br>flows are affected by economic factors. Nokia’s primary<br>customer base consists of companies that operate on a<br>country-specific or a regional basis. Although Nokia’s<br>technology cycle is similar around the world, different countries<br>and regions are inherently in a different stage of that cycle,<br>often influenced by macroeconomic conditions specific to those<br>countries and regions. In addition to Net sales to external<br>customers by region, the chief operating decision-maker, as<br>described in Note 2.2. Segment information, also reviews<br>Segment net sales by aggregated regions and Net sales by<br>customer type disclosed in this note.<br>Each reportable segment, as described in Note 2.2. Segment<br>information, consists of customers that operate in all<br>geographic areas. No reportable segment has a specific revenue<br>concentration in any geographic area other than Nokia<br>Technologies, which is included within Europe.<br>Net sales to external customers by region<br>Net sales to external customers by region are based on the<br>location of the customer, except for Nokia Technologies IPR and<br>licensing net sales which are allocated to Europe.<br>EURm 2025 2024 2023<br>Americas 6 985 6 276 6 779<br>Latin America 784 895 1 046<br>North America 6 201 5 381 5 733<br>APAC 4 639 4 549 6 436<br>Greater China 913 1 134 1 303<br>India 1 534 1 373 2 842<br>Rest of APAC 2 192 2 042 2 291<br>EMEA 8 265 8 395 7 923<br>Europe 6 165 6 362 5 873<br>Middle East & Africa 2 100 2 033 2 050<br>Total 19 889 19 220 21 138<br>Segment net sales by region<br>EURm 2025 2024 2023<br>Network Infrastructure 7 986 6 518 6 917<br>Americas 3 688 2 726 2 813<br>APAC 1 648 1 426 1 580<br>EMEA 2 650 2 366 2 524<br>Cloud and Network Services(1) 2 606 2 589 2 728<br>Americas 1 120 1 153 1 263<br>APAC 529 517 511<br>EMEA 957 919 954<br>Mobile Networks(1) 7 806 8 158 10 289<br>Americas 2 182 2 396 2 661<br>APAC 2 464 2 593 4 322<br>EMEA 3 160 3 169 3 306<br>Nokia Technologies 1 501 1 928 1 085<br>Group Common and Other(2) (10) 27 119<br>Total 19 889 19 220 21 138<br>(1) In 2025, Managed Services business was moved from Cloud and Network Services<br>segment into Mobile Networks segment. Comparative financial information for<br>2024 and 2023 has been recast accordingly. Refer to Note 2.2. Segment<br>information.<br>(2) Includes eliminations of inter-segment revenues.<br>Net sales by customer type<br>EURm 2025 2024 2023<br>Telecom providers 15 313 15 085 17 652<br>AI & Cloud and Mission Critical<br>Enterprise & Defense 3 085 2 180 2 282<br>Licensees 1 501 1 928 1 085<br>Other(1) (10) 27 119<br>Total 19 889 19 220 21 138<br>(1) In 2025, includes eliminations of inter-segment revenues, unallocated items and<br>certain other items. In 2024 and 2023, includes net sales of Radio Frequency<br>Systems (RFS), which was managed as a separate entity, and certain other items,<br>such as eliminations of inter-segment revenues. RFS net sales also include<br>revenue from telecom providers and AI & Cloud and Mission Critical Enterprise &<br>Defense.<br>Order backlog<br>At 31 December 2025, the aggregate amount of the transaction<br>price allocated to partially or wholly unsatisfied performance<br>obligations arising from fixed contractual commitments<br>amounted to EUR 19.5 billion (EUR 20.0 billion in 2024).<br>Management has estimated that these unsatisfied performance<br>obligations will be recognized as revenue as follows:<br>2025 2024<br>Within 1 year 57% 53%<br>2-3 years 28% 27%<br>More than 3 years 15% 20%<br>Total 100% 100%<br>The estimated timing of the satisfaction of these performance<br>obligations is subject to change owing to factors beyond Nokia’s<br>control such as customer and network demand, market<br>conditions and, in some cases, restrictions imposed by the<br>weather or other factors impacting project logistics. Revenue<br>recognized in the reporting period from performance<br>obligations satisfied (or partially satisfied) in previous periods<br>(for example, due to changes in transaction price) was not<br>material.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>209 Nokia in 2025 | |
| --- | |
| 2.2. Segment information<br>Accounting policies<br>Nokia has four operating and reportable segments for<br>financial reporting purposes: (1) Network Infrastructure,<br>(2) Cloud and Network Services, (3) Mobile Networks and<br>(4) Nokia Technologies. In addition, Nokia provides net<br>sales disclosure for the following business units within the<br>Network Infrastructure segment: (i) Optical Networks, (ii) IP<br>Networks and (iii) Fixed Networks.<br>The President and CEO is the chief operating decision-maker monitoring the operating results of segments for<br>the purpose of assessing performance and making<br>decisions about resource allocation. Key financial<br>performance measures of the segments comprise<br>primarily net sales and segment operating profit. The<br>evaluation of segment performance and allocation of<br>resources is primarily based on segment operating profit<br>which the management believes is the most relevant<br>measure for this purpose. Segment operating profit<br>excludes intangible asset amortization and other purchase<br>price fair value adjustments, goodwill impairments,<br>restructuring-related charges and certain other items of<br>income and expenses that may not be indicative of the<br>business operating results.<br>Accounting policies of the segments are the same as<br>those for the Group except for the aforementioned items<br>of income and expenses that are not allocated to the<br>segments. Inter-segment revenues and transfers are<br>accounted for as if the revenues were to third parties, that<br>is, at current market prices.<br>Segment descriptions<br>Network Infrastructure<br>The Network Infrastructure segment serves AI & Cloud<br>customers, telecommunications providers and mission critical<br>enterprises globally. It comprises the following business units:<br>(i) Optical Networks, which provides optical transport networks<br>for metro, regional and long-haul application; (ii) IP Networks,<br>which provides IP routing and data center switching; (iii) Fixed<br>Networks, which features solutions in fiber broadband, optical<br>LAN, automation and AI, in-home Wi-Fi and related software<br>solutions and professional services.<br>On 28 February 2025, Nokia completed the acquisition of<br>Infinera, a San Jose based global supplier of innovative open<br>optical networking solutions and advanced optical<br>semiconductors. Nokia has reported the acquired business as<br>part of its Optical Networks business unit in its Network<br>Infrastructure segment as of the closing of the transaction.<br>Refer to Note 6.2. Acquisitions for more information on the<br>acquisition and its impact on Nokia’s financial position and<br>performance.<br>Cloud and Network Services<br>Cloud and Network Services segment provides open, fully<br>automated, and scalable software and solutions that accelerate<br>the journey of telecom providers and AI & Cloud and mission<br>critical enterprises to autonomous networks and new value<br>creation.<br>Cloud and Network Services segment invests in technologies<br>that are critical to our customers’ growth: 5G core, secure<br>autonomous networks, private wireless and industrial edge, and<br>network APIs. Delivered in a secure, Software-as-a-Service first<br>model, these solutions help customers capture the<br>opportunities of digitalization, AI & Cloud.<br>Mobile Networks<br>The Mobile Networks segment creates products and services<br>covering all mobile technology generations. Its portfolio<br>includes products for radio access networks (RAN) and<br>microwave radio (MWR) links for transport networks, and<br>solutions for network management, as well as network planning,<br>optimization, network deployment and technical support<br>services.<br>Nokia Technologies<br>Nokia Technologies segment conducts cellular, multimedia and<br>WiFi research and standardization, protects Nokia’s innovation<br>by securing patents and managing Nokia’s patent portfolio and<br>monetizes Nokia’s innovation through patent licensing. The<br>majority of net sales and related costs and expenses<br>attributable to licensing and patenting is recorded in Nokia<br>Technologies, while each segment separately records its own<br>research and development expenses.<br>Group Common and Other<br>Despite not being a reportable segment, Nokia also provides<br>segment-level information for Group Common and Other.<br>Group Common and Other includes certain corporate-level and<br>centrally managed expenses and revenues. Radio Frequency<br>Systems, which was managed as a separate entity, was included<br>in Group Common and Other until it was substantially divested<br>in 2024.<br>Changes in reporting structure in 2025<br>In 2025, Nokia made the following changes to its reporting<br>structure.<br>Managed Services business was moved from Cloud and Network<br>Services segment into Mobile Networks segment. The Managed<br>Services business provides outsourced network management of<br>multi-vendor RAN networks for operators. As the Cloud and<br>Network Services segment is increasingly transitioning towards<br>cloud-native software sales, “as-a-service” product offerings<br>and helping customers to monetize networks through API's,<br>Nokia believes that Managed Services is more aligned and fits<br>better with its Mobile Networks segment. Comparative financial<br>information has been recast accordingly.<br>Nokia changed the presentation of gains and losses from<br>venture fund investments, including the changes in fair value<br>and the fund management fees, from selling, general and<br>administrative expenses and other operating income to financial<br>income. The comparative financial information for the Nokia<br>Group, and Group Common and Other where the results of<br>venture fund investments had previously been included, has<br>been recast accordingly.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>210 Nokia in 2025 | |
| --- | |
| Segment results<br>Network Infrastructure(1)<br>Cloud and Network<br>Services Mobile Networks Nokia Technologies<br>Group Common and<br>Other<br>Eliminations and<br>unallocated items EURm (2) Nokia Group<br>2025<br>Net sales to external customers 7 980 2 606 7 800 1 501 17 (15) 19 889<br>Net sales to other segments 6 — 6 — — (12) —<br>Cost of sales (4 700) (1 307) (4 914) — (21) (288) (11 230)<br>Research and development expenses (1 536) (567) (2 076) (309) (126) (241) (4 855)<br>Selling, general and administrative expenses (985) (421) (687) (149) (243) (588) (3 073)<br>Other operating income and expenses 15 27 91 16 — 5 154<br>Operating profit/(loss) 780 338 220 1 059 (373) (1 139) 885<br>Share of results of associated companies and joint ventures 8 — 8 3 — — 19<br>Financial income and expenses 11<br>Profit before tax 915<br>Other segment items<br>Depreciation and amortization (206) (64) (346) (40) (18) (445) (1 119)<br>2024<br>Net sales to external customers 6 517 2 588 8 154 1 928 33 — 19 220<br>Net sales to other segments 1 1 4 — 1 (7) —<br>Cost of sales (3 781) (1 432) (4 939) (2) (29) (173) (10 356)<br>Research and development expenses (1 207) (550) (2 160) (250) (131) (214) (4 512)<br>Selling, general and administrative expenses (815) (444) (756) (163) (227) (467) (2 872)<br>Other operating income and expenses 46 43 149 1 4 247 490<br>Operating profit/(loss) 761 206 452 1 514 (349) (614) 1 970<br>Share of results of associated companies and joint ventures — 7 1 (1) — — 7<br>Financial income and expenses 114<br>Profit before tax 2 091<br>Other segment items<br>Depreciation and amortization (167) (67) (377) (32) (16) (314) (973)<br>2023<br>Net sales to external customers 6 919 2 727 10 283 1 085 124 — 21 138<br>Net sales to other segments (2) 1 6 — 6 (11) —<br>Cost of sales (4 007) (1 546) (6 762) — (136) (141) (12 592)<br>Research and development expenses (1 212) (572) (2 016) (224) (119) (134) (4 277)<br>Selling, general and administrative expenses (775) (466) (850) (140) (201) (431) (2 863)<br>Other operating income and expenses 93 50 122 13 8 41 327<br>Operating profit/(loss) 1 016 194 783 734 (318) (676) 1 733<br>Share of results of associated companies and joint ventures — 7 (30) 12 — (28) (39)<br>Financial income and expenses (225)<br>Profit before tax 1 469<br>Other segment items<br>Depreciation and amortization (171) (74) (373) (39) (14) (341) (1 012)<br>(1) In 2025, includes Optical Networks net sales of EUR 3 019 million (EUR 1 636 million in 2024 and EUR 1 942 million in 2023), IP Networks net sales of EUR 2 594 million (EUR 2 583 million in 2024 and EUR 2 606 million in 2023) and Fixed Networks net sales of EUR 2 373 million<br>(EUR 2 299 million in 2024 and EUR 2 369 million in 2023).<br>(2) For details of unallocated items, refer to the Reconciliation of total segment financial information to the Group financial information table in this note.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>211 Nokia in 2025 | |
| --- | |
| Reconciliation of total segment financial information to the Group financial information<br>EURm Net sales Cost of sales<br>Research and<br>development<br>expenses<br>Selling, general<br>and administrative<br>expenses<br>Other operating<br>income and<br>expenses<br>Operating<br>profit<br>2025<br>Total segments(1) 19 916 (10 942) (4 614) (2 485) 149 2 024<br>Restructuring and associated charges — (148) (137) (191) (2) (478)<br>Amortization and depreciation of acquired intangible assets<br>and property, plant and equipment — (5) (81) (358) — (444)<br>Release of acquisition-related fair value adjustments to<br>deferred revenue and inventory (15) (73) — — — (88)<br>Provision for contractual claims — (66) — — — (66)<br>Other(2) (12) 4 (23) (39) 7 (63)<br>Total reconciling items (27) (288) (241) (588) 5 (1 139)<br>Total Group 19 889 (11 230) (4 855) (3 073) 154 885<br>2024<br>Total segments(1) 19 227 (10 183) (4 298) (2 405) 243 2 584<br>Restructuring and associated charges — (155) (135) (145) (10) (445)<br>Amortization of acquired intangible assets — — (20) (294) — (314)<br>Divestment of associates — — — — 190 190<br>Impairment and write-off of assets, net of reversals — (25) (58) (6) — (89)<br>Disposal of businesses — — — — 67 67<br>Other(2) (7) 7 (1) (22) — (23)<br>Total reconciling items (7) (173) (214) (467) 247 (614)<br>Total Group 19 220 (10 356) (4 512) (2 872) 490 1 970<br>2023<br>Total segments(1) 21 149 (12 451) (4 143) (2 432) 286 2 409<br>Restructuring and associated charges — (151) (61) (138) (6) (356)<br>Amortization of acquired intangible assets — — (49) (292) — (341)<br>Other(2) (11) 10 (24) (1) 47 21<br>Total reconciling items (11) (141) (134) (431) 41 (676)<br>Total Group 21 138 (12 592) (4 277) (2 863) 327 1 733<br>(1) Segments’ net sales and cost of sales include inter-segment net sales and cost of sales.<br>(2) Includes elimination of inter-segment net sales and cost of sales.<br>Information by geographies and customer<br>concentration<br>Net sales to external customers by country<br>EURm 2025 2024 2023<br>Finland 1 615 2 060 1 192<br>United States 5 871 5 032 5 328<br>India 1 528 1 366 2 832<br>Great Britain 683 635 757<br>Other 10 192 10 127 11 029<br>Total 19 889 19 220 21 138<br>Net sales to external customers by country are based on the<br>location of the customer, except for Nokia Technologies IPR and<br>licensing net sales which are allocated to Finland.<br>Major customers<br>In 2025, 2024 and 2023 no single customer represented more<br>than 10% of net sales.<br>Non-current assets by country<br>EURm 2025 2024<br>Finland 1 658 1 476<br>United States 5 736 4 493<br>France 1 504 1 647<br>Other 987 1 042<br>Total 9 885 8 658<br>Non-current assets consists of goodwill, other intangible assets,<br>property, plant and equipment and right-of-use assets.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>212 Nokia in 2025 | |
| --- | |
| 2.3. Operating expenses and other<br>operating income<br>Accounting policies<br>Nokia presents its income statement based on the<br>function of expenses as it considers this to provide more<br>relevant information about its financial performance.<br>Information about the nature of expenses is provided in<br>the notes. Certain items of income and expenses that<br>Nokia considers to be related to its operating activities but<br>not belonging to any specific functions, are presented as<br>other operating income and expenses.<br>Government grants received as compensation for<br>expenses incurred are recognized as a reduction of the<br>related expenses except for certain non-recurring grants<br>that are recognized as other operating income.<br>Government grants received in the form of R&D tax credits<br>are recognized as a reduction of R&D expenses if the tax<br>credit relates to the R&D expenditures incurred by Nokia<br>and the tax credit is reimbursed in cash by the government<br>in cases where Nokia is not able to offset it against its<br>income tax payable. R&D tax credits that do not meet both<br>conditions are recognized as income tax benefit.<br>Operating expenses by nature<br>EURm 2025 2024 2023<br>Personnel expenses 7 831 7 563 7 294<br>Material and customer contract<br>related expenses 8 609 7 660 9 947<br>Depreciation and amortization 1 119 973 1 012<br>IT services 370 370 388<br>Impairment charges 18 97 24<br>Other(1) 1 099 972 964<br>Total 19 046 17 635 19 629<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund<br>investments from selling, general and administrative expenses and other<br>operating income to financial income. The comparative amounts for 2024 and<br>2023 have been recast accordingly.<br>Operating expenses include government grant income and R&D<br>tax credits of EUR 186 million (EUR 160 million in 2024 and<br>EUR 160 million in 2023) most of which have been recognized as<br>a deduction against research and development expenses.<br>Other operating income (1)<br>EURm 2025 2024 2023<br>Gain on sale of property, plant<br>and equipment 22 95 139<br>Gain on sale of associated<br>companies — 192 —<br>Gain on sale of businesses — 70 29<br>Other 20 28 56<br>Total 42 385 224<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund<br>investments from selling, general and administrative expenses and other<br>operating income to financial income. The comparative amounts for 2024 and<br>2023 have been recast accordingly.<br>Other operating expenses<br>EURm 2025 2024 2023<br>Changes in provisions 4 (8) 37<br>Expected credit losses on trade<br>receivables(1) 45 122 (5)<br>Foreign exchange gains on<br>hedging forecasted sales and<br>purchases 81 23 94<br>Other (18) (32) (23)<br>Total 112 105 103<br>(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.<br>Trade receivables and other customer-related balances.<br>2.4. Financial income and expenses<br>Financial income<br>EURm 2025 2024 2023<br>Interest income on financial<br>investments 134 269 199<br>Interest income on financing<br>components of other contracts 17 31 21<br>Net interest income on defined<br>benefit plans 203 176 188<br>(Losses)/gains from venture<br>funds⁽¹⁾ (66) 29 (72)<br>Other financial income(2)(3) (31) (71) 18<br>Total 257 434 354<br>(1) In 2025, Nokia changed the presentation of gains and losses from venture fund<br>investments from selling, general and administrative expenses and other<br>operating income to financial income. The comparative amounts for 2024 and<br>2023 have been recast accordingly.<br>(2) In 2025, includes an expense of EUR 49 million (expense of EUR 5 million in 2024<br>and expense of EUR 2 million in 2023) due to a change in the fair value of the<br>financial liability related to Nokia Shanghai Bell that was extinguished in 2025.<br>Refer to Note 5.2. Financial assets and liabilities.<br>(3) In 2025, includes EUR 3 million (EUR 79 million in 2024 and EUR 0 million in 2023)<br>fair value loss on equity investment in Vodafone Idea that was sold in April 2025.<br>Financial expenses<br>EURm 2025 2024 2023<br>Interest expense on interest-bearing liabilities (141) (209) (201)<br>Interest expense on financing<br>components of other contracts(1) (43) (86) (126)<br>Interest expense on lease<br>liabilities (35) (31) (27)<br>Net fair value losses on hedged<br>items under fair value hedge<br>accounting (31) (13) (93)<br>Net fair value gains on hedging<br>instruments under fair value<br>hedge accounting 34 10 89<br>Net foreign exchange gains/<br>(losses) 2 16 (192)<br>Other financial expenses(2) (32) (7) (29)<br>Total (246) (320) (579)<br>(1) In 2025, includes EUR 22 million (EUR 63 million in 2024 and EUR 106 million in<br>2023) related to the sale of receivables.<br>(2) In 2025, there was no change in loss allowance (decrease in loss allowance of EUR<br>7 million in 2024 and increase in loss allowance of EUR 9 million in 2023) related to<br>credit-impaired customers financing-related loan receivables.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>213 Nokia in 2025 | |
| --- | |
| 2.5. Income taxes<br>Accounting policies<br>Income tax expense comprises current tax and deferred tax.<br>Tax is recognized in the income statement except to the<br>extent that it relates to items recognized in other<br>comprehensive income, or directly in equity, in which case the<br>related tax is recognized in other comprehensive income or<br>equity, respectively.<br>Current taxes are calculated based on the results of the<br>Group companies in accordance with local tax laws and using<br>tax rates that are enacted or substantively enacted at the<br>reporting date. Corporate taxes withheld at the source of the<br>income on behalf of Group companies are accounted for as<br>income taxes when determined to represent a tax on net<br>income.<br>Deferred tax assets and liabilities are determined using the<br>balance sheet liability method for all temporary differences<br>arising between the tax bases of assets and liabilities and<br>their carrying amounts in the statement of financial position.<br>Deferred tax assets are recognized to the extent it is<br>probable that future taxable profit will be available against<br>which the unused tax losses, unused tax credits and<br>deductible temporary differences can be utilized in the<br>relevant jurisdictions. Deferred tax assets are assessed for<br>realizability at each reporting date. When facts and<br>circumstances indicate it is no longer probable that deferred<br>tax assets will be utilized, adjustments are made as<br>necessary.<br>Deferred tax liabilities are recognized for taxable temporary<br>differences, and for temporary differences that arise<br>between the fair value and the tax base of identifiable net<br>assets acquired in business combinations. Deferred tax<br>liabilities are not recognized if they arise from the initial<br>recognition of goodwill. Deferred tax liabilities are recognized<br>on taxable temporary differences associated with<br>investments in subsidiaries, associates and joint<br>arrangements, unless the timing of the reversal of the<br>temporary difference is controlled by Nokia, and it is probable<br>that the temporary difference will not reverse in the<br>foreseeable future.<br>Nokia applies the exception to recognizing and disclosing<br>information about deferred tax assets and liabilities related<br>to Pillar Two income taxes, as provided in the amendments to<br>IAS 12 issued in May 2023.<br>Deferred tax assets and deferred tax liabilities are measured<br>using the enacted or substantively enacted tax rates at the<br>reporting date that are expected to apply in the period when<br>the asset is realized or the liability is settled. Deferred tax<br>assets and liabilities are not discounted.<br>Deferred tax assets and deferred tax liabilities are offset for<br>presentation purposes when there is a legally enforceable<br>right to set off current tax assets against current tax<br>liabilities, and the deferred tax assets and deferred tax<br>liabilities relate to income taxes levied by the same taxation<br>authority on either the same taxable entity or different<br>taxable entities which intend either to settle current tax<br>liabilities and assets on a net basis, or realize the assets and<br>settle the liabilities simultaneously in each future period in<br>which significant amounts of deferred tax liabilities or<br>deferred tax assets are expected to be settled or recovered.<br>Nokia periodically evaluates positions taken in tax returns in<br>situations where applicable tax regulation is subject to<br>interpretation. The amounts of current and deferred tax<br>assets and liabilities are adjusted when it is considered<br>probable, i.e. more likely than not, that certain tax positions<br>may not be fully sustained upon review by tax authorities.<br>The amounts recorded are based on the most likely amount<br>or the expected value, depending on which method Nokia<br>expects to better predict the resolution of the uncertainty, at<br>each reporting date.<br>Critical accounting judgment<br>Nokia is subject to income taxes in the jurisdictions in<br>which it operates. Judgment is required in determining<br>current tax expense, uncertain tax positions, deferred tax<br>assets and deferred tax liabilities; and the extent to which<br>deferred tax assets can be recognized.<br>Estimates related to the recoverability of deferred tax<br>assets are based on forecast future taxable income and<br>tax planning strategies. Based on these estimates and<br>assumptions, at 31 December 2025, Nokia has<br>EUR 21 918 million (EUR 21 853 million in 2024) of unused<br>tax losses, unused tax credits and deductible temporary<br>differences for which no deferred tax assets are<br>recognized due to uncertainty of utilization. The majority<br>of the unrecognized deferred tax assets relate to France.<br>The utilization of deferred tax assets is dependent on<br>future taxable profit in excess of the profit arising from<br>the reversal of existing taxable temporary differences. The<br>recognition of deferred tax assets is based on the<br>assessment of whether it is probable that sufficient<br>taxable profit will be available in the future to utilize the<br>unused tax losses, unused tax credits and deductible<br>temporary differences before the unused tax losses and<br>unused tax credits expire. Recognition of deferred tax<br>assets involves judgment regarding the future financial<br>performance of the particular legal entity or tax group<br>that has recognized the deferred tax asset.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>214 Nokia in 2025 | |
| --- | |
| Components of the income tax expense/benefit<br>EURm 2025 2024 2023<br>Current tax expense (478) (439) (429)<br>Deferred tax benefit/(expense) 201 59 (391)<br>Total (277) (380) (820)<br>Income tax reconciliation<br>Reconciliation of the difference between income tax computed at the statutory rate in Finland of<br>20% and income tax recognized in the income statement:<br>EURm 2025 2024 2023<br>Income tax expense at statutory rate (183) (418) (294)<br>Permanent differences 51 149 146<br>Non-creditable withholding taxes (39) (44) (38)<br>Income taxes for prior years 1 10 23<br>Effect of different tax rates of subsidiaries operating in other jurisdictions (28) (46) (143)<br>Effect of deferred tax assets not recognized(1) (58) (44) (533)<br>Benefit arising from previously unrecognized deferred tax assets 14 81 25<br>Net increase in uncertain tax positions (23) (29) (15)<br>Change in income tax rates (52) (27) 32<br>Income taxes on undistributed earnings 40 (12) (23)<br>Total (277) (380) (820)<br>(1) In 2023, Nokia recognized a deferred tax expense and a decrease in deferred tax assets of EUR 0.4 billion due to an internal<br>transaction related to an operating model change that led to a remeasurement of deferred tax assets in Finland and the United<br>States.<br>Income tax liabilities and assets include a net liability of EUR 318 million (EUR 207 million in 2024)<br>relating to uncertain tax positions with inherently uncertain timing of cash outflows.<br>Prior period income tax returns for certain Group companies are under examination by local tax<br>authorities. Nokia has ongoing tax investigations in various jurisdictions, including Australia, Brazil,<br>China, France, India, Kenya, Mexico and United States. Nokia’s business and investments, especially<br>in emerging market countries, may be subject to uncertainties, including unfavorable or<br>unpredictable tax treatment. Management judgment and a degree of estimation are required in<br>determining the tax expense or benefit. Even though management does not expect that any<br>significant additional taxes in excess of those already provided for will arise as a result of these<br>examinations, the outcome or actual cost of settlement may vary materially from estimates.<br>Deferred tax assets and liabilities<br>Deferred tax assets and liabilities relate to the following:<br>2025 2024<br>Deferred Deferred Net Deferred Deferred Net<br>EURm tax assets tax liabilities balance tax assets tax liabilities balance<br>Tax losses carried forward and<br>unused tax credits 1 034 — 1 019 —<br>Undistributed earnings — (167) — (213)<br>Intangible assets and property,<br>plant and equipment 2 968 (294) 2 957 (152)<br>Right-of-use assets — (194) — (131)<br>Defined benefit pension assets — (1 913) — (2 106)<br>Other non-current assets 20 (12) 24 (17)<br>Inventories 198 (5) 148 (12)<br>Other current assets 128 (37) 160 (69)<br>Lease liabilities 188 — 137 —<br>Defined benefit pension and<br>other post-employment<br>liabilities 781 — 917 —<br>Other non-current liabilities 7 (1) 8 —<br>Provisions 330 (47) 254 (75)<br>Other current liabilities 335 (84) 287 (106)<br>Other temporary differences 39 (23) 34 (27)<br>Total before netting 6 028 (2 777) 3 251 5 945 (2 908) 3 037<br>Netting of deferred tax assets<br>and liabilities (2 385) 2 385 — (2 346) 2 346 —<br>Total after netting 3 643 (392) 3 251 3 599 (562) 3 037<br>Nokia has undistributed earnings of EUR 433 million (EUR 377 million in 2024) for which a deferred<br>tax liability has not been recognized as these earnings will not be distributed in the foreseeable<br>future.<br>The Finnish Government announced changes to the corporate income tax regime that could see the<br>corporate income tax rate reduce from 20% to 18% starting from 1 January 2027. On the date of<br>issuing the financial statements, the legislation has not yet been enacted or substantively enacted.<br>If the legislative change is enacted as proposed, the change in the corporate income tax rate would<br>decrease Nokia's net deferred tax assets approximately by EUR 300 million resulting in<br>corresponding impact on income tax expense. The estimated impact of the proposed change is<br>based on temporary differences recognized at 31 December 2025.<br>Nokia continues to monitor the legislative process and will reflect the impact of the tax rate change<br>in the period in which it becomes substantively enacted.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>215 Nokia in 2025 | |
| --- | |
| Movements in the net deferred tax balance during the year:<br>EURm 2025 2024 2023<br>1 January 3 037 3 148 3 502<br>Recognized in income statement, continuing operations 201 59 (391)<br>Recognized in income statement, discontinued operations — — (3)<br>Recognized in other comprehensive income (21) (77) 51<br>Acquisitions through business combinations(1) 45 2 —<br>Disposals — (75) —<br>Other — — (3)<br>Translation differences (11) (20) (8)<br>31 December 3 251 3 037 3 148<br>(1) In 2025, acquisitions through business combinations relates to the acquisition of Infinera. For more information, refer to Note 6.2.<br>Acquisitions.<br>In addition, at 31 December 2025, Nokia has unrecognized deferred tax assets of which the<br>majority relate to France. These deferred tax assets have not been recognized due to uncertainty<br>regarding their utilization. A significant portion of the French unrecognized deferred tax assets are<br>indefinite in nature and available against future French tax liabilities, subject to a limitation of 50%<br>of annual taxable profits.<br>The amount of temporary differences, tax losses carried forward and tax credits for which no<br>deferred tax asset was recognized due to uncertainty of utilization:<br>EURm 2025 2024<br>Temporary differences 2 071 1 810<br>Tax losses carried forward 19 530 19 770<br>Tax credits 317 273<br>Total 21 918 21 853<br>Expiry of tax losses carried forward and unused tax credits:<br>2025 2024<br>EURm Recognized Unrecognized Total Recognized Unrecognized Total<br>Tax losses carried forward<br>Within 10 years 1 372 924 2 296 1 356 1 022 2 378<br>Thereafter 50 83 133 74 — 74<br>No expiry 1 870 18 523 20 393 1 972 18 748 20 720<br>Total 3 292 19 530 22 822 3 402 19 770 23 172<br>Tax credits<br>Within 10 years 130 295 425 126 254 380<br>Thereafter 167 9 176 45 4 49<br>No expiry 122 13 135 153 15 168<br>Total 419 317 736 324 273 597<br>Nokia continually evaluates the probability of utilizing its deferred tax assets and considers both<br>positive and negative evidence in its assessment. As the majority of the recognized deferred tax<br>assets relates to Finland, Nokia has considered the following factors in the assessment:<br> ▪ The recent years’ cumulative accounting and taxable profit in Finland;<br> ▪ Expectations regarding future financial performance in Finland; and<br> ▪ The relevant attributes underlying the deferred tax assets are generally not subject to expiry.<br>Nokia has established the pattern of material taxable and accounting profits in Finland and<br>continued to recognize deferred tax assets related to Finland. In its assessment, Nokia has not<br>applied any cut-off period, other than expiry under the relevant tax legislation. A significant portion<br>of the tax attributes for which the deferred tax assets relate to are indefinite in nature and<br>available fully against future Finnish tax liabilities. Due to the non-expiry of these assets, the<br>sensitivity of future profit projections affects mainly the period over which the deferred tax assets<br>are expected to be utilized. Nokia will continue to monitor the above factors related to Finland,<br>including in particular its actual profit record, in upcoming periods.<br>Income tax related to items of other comprehensive income<br>2025 2024 2023<br>EURm Gross Tax Net Gross Tax Net Gross Tax Net<br>Remeasurements of defined<br>benefit plans (24) 7 (17) 408 (85) 323 (343) 61 (282)<br>Translation differences (1 627) (3) (1 630) 537 8 545 (535) 7 (528)<br>Net investment hedges 111 (22) 89 (40) 8 (32) 135 (27) 108<br>Cash flow and other hedges 1 — 1 21 (3) 18 (61) 10 (51)<br>Financial assets at fair value<br>through other comprehensive<br>income<br> 9 (2) 7 19 (5) 14 10 — 10<br>Other increase/(decrease), net 7 (1) 6 3 — 3 (4) — (4)<br>Total (1 523) (21) (1 544) 948 (77) 871 (798) 51 (747)<br>OECD Pillar Two model rules<br>Nokia is within the scope of the OECD Pillar Two model rules, which introduced a global minimum<br>tax rate of 15% per jurisdiction. Pillar Two legislation has been enacted in Finland, the jurisdiction in<br>which Nokia is incorporated, and is effective from 1 January 2024.<br>Nokia has performed an analysis of the impact of the Pillar Two legislation and based on this<br>analysis, in 2025, the impact on income tax expense is immaterial. The main elements of this<br>analysis were the following:<br> ▪ Current understanding of the interpretation of the rules.<br> ▪ Applicability of the safe harbors provided for in the Pillar Two legislation.<br> ▪ Analysis and calculations of potential income tax expense in respect of jurisdictions not meeting<br>safe harbor tests.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>216 Nokia in 2025 | |
| --- | |
| 2.6. Discontinued operations<br>Accounting policies<br>Non-current assets or disposal groups are classified as held for sale if their carrying amounts<br>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<br>carrying amount and fair value less costs to sell. Non-current assets classified as held for sale,<br>or included in a disposal group classified as held for sale, are not depreciated or amortized.<br>Discontinued operation is reported when a component of Nokia, comprising operations and<br>cash flows that can be clearly distinguished both operationally and for financial reporting<br>purposes from the rest of Nokia, has been disposed of or is classified as held for sale, and that<br>component represents a major line of business or geographical area of operations or is part of<br>a single coordinated plan to dispose of a separate major line of business or geographical area<br>of operations. Profit or loss from discontinued operations is reported separately from income<br>and expenses from continuing operations in the consolidated income statement, with prior<br>periods presented on a comparative basis. Intra-group revenues and expenses between<br>continuing and discontinued operations are eliminated.<br>In June 2024, Nokia entered into an agreement to sell its wholly owned subsidiary Alcatel<br>Submarine Networks (ASN) to the French State. As a result, Nokia classified the assets and liabilities<br>of ASN as held for sale and recorded an impairment loss of EUR 514 million on the measurement of<br>ASN's net assets to fair value less costs to sell. Concurrently, the Submarine Networks business,<br>which was previously reported as part of Network Infrastructure operating segment, was classified<br>as a discontinued operation.<br>The sale was completed on 31 December 2024. Upon completion, Nokia recorded a gain of EUR 29<br>million related to the sale and received a cash consideration of EUR 98 million from the sale. In<br>2025, Nokia recorded an additional gain on sale of EUR 22 million related to purchase price<br>adjustments and ASN meeting certain financial targets, and received an additional cash<br>consideration from the sale amounting to EUR 40 million.<br>Nokia retained a 20% shareholding in ASN with board representation to ensure a smooth transition<br>until targeted exit, at which point it is planned for the French State to acquire Nokia’s remaining<br>interest. Nokia accounts for its remaining interest in ASN as an investment in an associated company.<br>Critical accounting judgment<br>Nokia classified its non-core standalone Submarine Networks business, a global provider of<br>submarine communication networks, as held-for-sale and a discontinued operation following<br>the announcement of its sale on 27 June 2024. For financial reporting purposes the<br>Submarine Networks business had been a separate cash-generating unit within the Network<br>Infrastructure reportable segment. Judgment was applied in determining that the Submarine<br>Networks business is a component of Nokia that represents a separate major line of business<br>which should be presented as a discontinued operation.<br>Results of discontinued operations<br>EURm 2025 2024 2023<br>Net sales — 1 059 1 120<br>Expenses — (989) (1 090)<br>Operating profit — 70 30<br>Financial income and expenses — (7) 5<br>Impairment loss recognized on the remeasurement to fair value less<br>costs to sell — (514) —<br>Gain on sale 22 29 —<br>Profit/(loss) from discontinued operations before tax 22 (422) 35<br>Income tax expense — (5) (5)<br>Profit/(loss) from discontinued operations(1) 22 (427) 30<br>(1) Profit/loss from discontinued operations is attributable to the equity holders of the parent in its entirety.<br>Cash flows from discontinued operations<br>EURm 2025 2024 2023<br>Net cash flows from/(used in) operating activities — 193 (44)<br>Net cash flows from/(used in) investing activities(1) 40 (188) (59)<br>Net cash flows used in financing activities — (18) (14)<br>Net cash flows from/(used in) discontinued operations 40 (13) (117)<br>(1) Cash proceeds from the disposal of the Submarine Networks business, net of cash disposed of, are included in net cash flows<br>from/used in investing activities of discontinued operations.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>217 Nokia in 2025 | |
| --- | |
| Reconciliation of gain on sale of Submarine Networks business<br>EURm 31 December 2024<br>Cash proceeds 98<br>Deferred cash consideration 30<br>Total consideration 128<br>Carrying amount of net assets on disposal (170)<br>Cumulative other comprehensive income 64<br>Transaction costs (25)<br>Fair value of retained interest in associate 32<br>Gain on sale before tax 29<br>Income tax —<br>Gain on sale after tax 29<br>Carrying amount of assets and liabilities on disposal<br>EURm 31 December 2024<br>ASSETS<br>Property, plant and equipment 102<br>Deferred tax assets 80<br>Inventories 147<br>Trade receivables 99<br>Contract assets 293<br>Other current financial and firm commitment assets 98<br>Other assets 89<br>Cash and cash equivalents 227<br>Total assets 1 135<br>LIABILITIES<br>Lease liabilities 36<br>Provisions 46<br>Other financial and firm commitment liabilities 50<br>Trade payables 93<br>Contract liabilities 347<br>Accrued expenses related to customer projects 184<br>Other liabilities 209<br>Total liabilities 965<br>Net assets on disposal 170<br>2.7. Earnings per share<br>Accounting policies<br>Basic earnings per share is calculated by dividing the profit or loss attributable to equity<br>holders of the parent by the weighted average number of shares outstanding during the year.<br>Diluted earnings per share is calculated by adjusting the profit or loss attributable to equity<br>holders of the parent, and the weighted average number of shares outstanding, for the<br>effects of all dilutive potential ordinary shares. Potential ordinary shares are excluded from<br>the calculation of diluted earnings per share when they are determined to be antidilutive.<br>EURm 2025 2024 2023<br>Profit or loss attributable to equity holders of the parent<br>Continuing operations 629 1 704 635<br>Discontinued operations 22 (427) 30<br>Profit for the year 651 1 277 665<br>Number of shares (000s)<br>Weighted average number of shares outstanding 5 415 876 5 475 817 5 549 468<br>Effect of potentially dilutive shares<br>Performance shares 12 905 1 118 8 190<br>Restricted shares and other(1) 74 001 53 668 28 265<br>Total effect of potentially dilutive shares 86 906 54 786 36 455<br>Adjusted weighted average number of shares 5 502 782 5 530 603 5 585 923<br>(1) Includes the matching shares related to the employee share purchase plan.<br><br>Earnings per share, EUR<br>Basic earnings per share<br>Continuing operations 0.12 0.31 0.11<br>Discontinued operations 0.00 (0.08) 0.01<br>Profit for the year 0.12 0.23 0.12<br>Diluted earnings per share<br>Continuing operations 0.11 0.31 0.11<br>Discontinued operations 0.00 (0.08) 0.01<br>Profit for the year 0.12 0.23 0.12<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>218 Nokia in 2025 | |
| --- | |
| Section 3<br>Compensation<br>and benefits<br>This section provides information<br>on Nokia’s employee benefits<br>including remuneration of the<br>management and Board of<br>Directors. Employee benefits<br>comprise salaries and wages,<br>short-term cash incentives and<br>share-based payments, as well as<br>post-employment benefits in<br>accordance with the local<br>conditions and practices in the<br>countries in which Nokia operates.<br>Information about the<br>remuneration of the President and<br>CEO and Board of Directors is<br>provided in compliance with Finnish<br>Accounting Standards.<br>3.1. Summary of personnel expenses<br>EURm 2025 2024 2023<br>Salaries and wages(1) 6 269 6 163 5 859<br>Pensions and other post-employment benefits<br>Defined contribution plans 261 242 249<br>Defined benefit plans(2) 167 157 155<br>Share-based payments 337 239 201<br>Social security costs 797 762 830<br>Total 7 831 7 563 7 294<br>(1) Includes termination benefits.<br>(2) Excludes amounts presented in financial income, refer to Note 3.4. Pensions and<br>other post-employment benefits.<br>Average number of employees<br>Number of employees 2025 2024 2023<br>Continued Operations 78 005 78 434 84 795<br>Discontinued Operations — 1 927 1 894<br>Total 78 005 80 361 86 689<br>3.2. Remuneration of key management<br>Remuneration of the Group Leadership Team<br>The amounts below represent each member’s time on the<br>Group Leadership Team.<br>EURm 2025 2024 2023<br>Short-term benefits 22 14 13<br>Post-employment benefits(1) 1 1 1<br>Share-based payments 17 12 13<br>Termination benefits(2) 13 4 —<br>Total 53 31 27<br>(1) The members of the Group Leadership Team participate in the local retirement<br>programs applicable to employees in the country where they reside.<br>(2) Includes both termination payments and payments made under exceptional<br>contractual arrangements for lapsed equity awards.<br>Remuneration of the President and CEO<br>2025 2024 2023<br>EUR<br>Justin Hotard,<br>from 1 April<br>Pekka<br>Lundmark,<br>until 31 March<br>Pekka<br>Lundmark<br>Pekka<br>Lundmark<br>Base salary 1 057 875 352 625 1 410 500 1 322 750<br>Cash incentive<br>payments 1 703 840 567 947 1 824 834 1 079 695<br>Share-based<br>payment<br>expenses(1) 3 907 501 979 128 3 117 360 5 041 885<br>Pension<br>expenses 490 275 39 291 310 937 422 274<br>Other<br>benefits(2) 3 584 877 5 239 650 55 044 95 756<br>Total 10 744 368 7 178 641 6 718 675 7 962 360<br>(1) Represents the expense for all outstanding equity grants recorded during the year.<br>(2) Other benefits consist of on-boarding and exit agreement benefits, and certain<br>fringe benefits.<br>Termination terms of President and CEO’s service agreement<br>The President and CEO, Justin Hotard, may terminate the<br>service agreement with 12 months’ notice, receiving salary and<br>benefits during the notice period or a lump sum equivalent, plus<br>any incentives vesting during the notice. As a general rule,<br>unvested equity awards are forfeited unless the Board decides<br>otherwise. If termination occurs due to Nokia’s material breach<br>of the agreement, the notice period may be reduced to two<br>months, and the CEO is entitled to severance equal to 12<br>months’ compensation including the notice period. In addition,<br>all his equity incentives vest, subject to any applicable<br>performance criteria, prorated until the expiry of the<br>agreement.<br>Nokia may terminate for cause without notice, with no<br>additional pay and forfeiture of unvested equity awards. For<br>termination without cause, the CEO receives 12 months’<br>compensation (incl. benefits and short-term incentives), with<br>unvested equity awards forfeited after the termination of the<br>agreement unless the Board decides otherwise. If termination<br>occurs within three months before or six months after a change<br>of control, the notice period may be reduced to three months<br>and the CEO receives 12 months’ remuneration and all his<br>equity incentives vest subject to performance and time<br>proration until the expiry of the agreement.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>219 Nokia in 2025 | |
| --- | |
| Remuneration of the Board of Directors<br>The annual remuneration paid to the members of the Board of Directors, as decided by the Annual General Meetings in the respective years:<br>2025 2024 2023<br>Annual fee(1)<br>EUR<br>Meeting fees(2)<br>EUR<br>Shares received(3)<br>number<br>Annual fee(1)<br>EUR<br>Meeting fees(2)<br>EUR<br>Shares received(3)<br>number<br>Annual fee(1)<br>EUR<br>Meeting fees(2)<br>EUR<br>Shares received(3)<br>number<br>Sari Baldauf, Chair (4)(5) 465 000 10 000 41 478 465 000 10 000 52 993 465 000 10 000 47 427<br>Timo Ihamuotila, Vice Chair(5) 220 000 9 000 19 624 — — — — — —<br>Søren Skou — 2 000 — 220 000 14 000 25 072 225 000 14 000 22 948<br>Timo Ahopelto(4)(6) 210 000 10 000 18 732 210 000 10 000 23 932 210 000 10 000 21 418<br>Bruce Brown — — — — — — — 5 000 —<br>Elizabeth Crain(4)(5) 220 000 12 000 19 624 220 000 12 000 25 072 215 000 15 000 21 928<br>Thomas Dannenfeldt(4)(7) 245 000 14 000 21 854 240 000 14 000 27 351 230 000 9 000 23 458<br>Pernille Erenbjerg(7) 200 000 — 17 840 — — — — — —<br>Lisa Hook(5)(7) 210 000 12 000 18 732 210 000 14 000 23 932 200 000 17 000 20 399<br>Jeanette Horan — — — — — — 210 000 10 000 21 418<br>Edward Kozel — — — — — — — 5 000 —<br>Mike McNamara (6)(7) 210 000 14 000 18 732 210 000 14 000 23 932 — — —<br>Thomas Saueressig(6) 195 000 14 000 17 394 195 000 14 000 22 223 195 000 14 000 19 889<br>Carla Smits-Nusteling — 2 000 — 215 000 9 000 24 502 215 000 14 000 21 928<br>Kai Öistämö(5)(6) 215 000 10 000 19 178 205 000 10 000 23 362 205 000 10 000 20 908<br>Total 2 390 000 109 000 2 390 000 121 000 2 370 000 133 000<br>(1) Annual fees consist of Board member fees and Committee chair and member fees.<br>(2) Meeting fees include all meeting fees paid during the reported year.<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>(4) Annual fees in 2025 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>(5) Annual fees in 2025 include EUR 20 000 for Elizabeth Crain as Chair and EUR 10 000 for Sari Baldauf, Lisa Hook, Timo Ihamuotila, and Kai Öistämö as members of the Strategy Committee.<br>(6) Annual fees in 2025 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>(7) Annual fees in 2025 include EUR 30 000 for Thomas Dannenfeldt as Chair and EUR 15 000 for Pernille Erenbjerg, Lisa Hook and Mike McNamara as members of the Audit Committee.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>220 Nokia in 2025 | |
| --- | |
| 3.3. Share-based payments<br>Accounting policies<br>Nokia offers three types of global share-based<br>compensation plans for employees: performance shares,<br>restricted shares and the employee share purchase plan.<br>All plans are equity-settled.<br>Employee services received and the corresponding<br>increase in equity are measured by reference to the fair<br>value of the equity instruments at the grant date,<br>excluding the impact of any non-market vesting<br>conditions. Plans that apply tranched vesting are<br>accounted for under the graded vesting model. Share-based compensation plans are generally conditional on<br>continued employment as well as the fulfillment of any<br>performance conditions specified in the award terms. Until<br>the Nokia shares are delivered, the participants do not<br>have any shareholder rights, such as voting or dividend<br>rights, associated with the shares. The share grants are<br>generally forfeited if the employment relationship with<br>Nokia terminates prior to vesting. Share-based<br>compensation is recognized as an expense over the<br>relevant service periods.<br>Share-based payment expense<br>In 2025, the share-based payment expense recognized in the<br>income statement for continuing operations for all share-based<br>compensation plans amounted to EUR 337 million (EUR 239<br>million in 2024 and EUR 201 million in 2023).<br>Performance shares<br>In 2025, Nokia had outstanding performance shares from<br>grants made in 2022, 2023, 2024 and 2025. Grants made for<br>performance shares are targeted on a limited basis to senior<br>level employees and executives.<br>Performance share plans at 31 December 2025:<br>Plan<br>Performance<br>shares<br>outstanding<br>at target<br>Confirmed<br>payout<br>(% of target)<br>Performance<br>period Settlement year<br>2022 — 0% 2022-2024 2025/2026<br>2023 12 529 600 110% 2023–2025 2026/2027<br>2024 17 534 756 — 2024–2026 2027/2028<br>2025 10 681 505 — 2025–2027 2028/2029<br>The 2022 Performance share grants have a three-year vesting<br>period where Nokia’s actual total shareholder return (ATSR) is<br>compared to the target total shareholder return to determine<br>the number of Nokia shares that will be delivered at settlement.<br>The 2022 Performance share grants do not include a minimum<br>payout guarantee.<br>The 2023 Performance share grants apply the ATSR<br>performance metric to two-thirds of the grant. For the<br>remaining one-third of the granted shares, the metrics are<br>either a service condition alone or a relative total shareholder<br>return (RTSR). RTSR grants measure Nokia’s share performance<br>against its peer group companies where minimum payout for<br>this metric requires Nokia to be at least in the 25th percentile<br>when compared with the peer group.<br>The 2024 and 2025 Performance share grants apply the<br>performance metrics to two-thirds of the grant. For the<br>remaining one-third of the granted shares, the metrics are<br>either a service condition or performance metrics. The<br>performance metrics of the 2024 and 2025 Performance share<br>grants are 50% RTSR, 40% Cumulative EPS targets adjusted for<br>non-recurring events, and 10% carbon emissions targets.<br>Restricted shares<br>In 2025, there were outstanding restricted shares from grants<br>made in 2022, 2023, 2024 and 2025. Nokia grants restricted<br>shares to selected employees as the primary method of equity<br>compensation. Restricted shares are Nokia shares that will be<br>delivered to eligible participants at a future point in time,<br>subject to the fulfillment of predetermined service conditions.<br>Restricted shares will either vest on the third anniversary of the<br>award or follow a tranche vesting schedule whereby each plan<br>vests in one or more tranches determined at the award date.<br>The restricted share grants are generally forfeited if the<br>employment relationship with Nokia terminates prior to vesting<br>of the applicable tranche or tranches.<br>Employee share purchase plan<br>Nokia offers a voluntary Employee Share Purchase Plan (ESPP)<br>to its employees. Participating employees make contributions<br>from their net salary to purchase Nokia shares on a monthly<br>basis during a 12-month savings period. Nokia delivers one<br>matching share for every two purchased shares the employee<br>holds at the end of the plan cycle. In 2025, 5 578 417 matching<br>shares were issued as a settlement to the participants of the<br>ESPP 2024 (7 455 343 matching shares issued under the 2023<br>Plan in 2024, and 6 726 190 matching shares issued under the<br>2022 Plan in 2023).<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>221 Nokia in 2025 | |
| --- | |
| Share-based payment plans by instrument<br>Performance shares Restricted shares<br>Number of shares<br>outstanding at target<br>Weighted average grant<br>date fair value (EUR)<br>Number of shares<br>outstanding<br>Weighted average grant<br>date fair value (EUR)<br>1 January 2023 63 747 848 54 527 628<br>Granted 15 207 400 3.10 45 322 400 3.36<br>Forfeited (3 916 744) (1 998 801)<br>Vested(1) (31 691 700) (3 175 287)<br>31 December 2023 43 346 804 94 675 940<br>Granted 19 202 484 3.65 57 602 936 3.48<br>Forfeited (3 589 329) (5 471 235)<br>Vested(1) (15 223 017) (23 834 342)<br>31 December 2024 43 736 942 122 973 299<br>Granted(2) 10 818 188 4.73 97 037 127 4.37<br>Forfeited (2 803 610) (7 901 371)<br>Vested(1) (11 005 659) (62 570 770)<br>31 December 2025 40 745 861 149 538 285<br>(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.<br>(2) Number of granted restricted shares includes 39.4 million replacement share awards granted as part of the acquisition of Infinera. For more information on the replacement<br>awards as part of the purchase consideration, refer to Note 6.2. Acquisitions.<br>Estimation of grant date fair values<br>Plan Grant date fair value<br>ATSR Estimated considering the dividend-adjusted Nokia share price at the end of the performance period of the plan and the target payout<br>levels set for the plan.<br>RTSR Estimated considering a combination of the dividend-adjusted Nokia share price compared with benchmark companies’ share prices at<br>the end of the performance period of the plan and the target payout levels set for the plan.<br>Restricted<br>Shares<br>Estimated using the grant date market price of the Nokia share less the present value of dividends expected to be paid during the<br>vesting period.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>222 Nokia in 2025 | |
| --- | |
| 3.4. Pensions and other post-employment benefits<br>Accounting policies<br>Nokia has various post-employment plans in accordance with the local conditions and<br>practices in the countries in which it operates. Nokia’s defined benefit plans comprise pension<br>schemes as well as other benefit plans providing post-employment healthcare and life<br>insurance coverage to certain employee groups. Defined benefit plans expose Nokia to<br>various risks such as investment risk, interest rate risk, life expectancy risk, and regulatory/<br>compliance risk. The characteristics and extent of these risks vary depending on the legal,<br>fiscal and economic requirements in each country as well as the impact of global events. The<br>plans are generally funded through payments to insurance companies or contributions to<br>trustee-administered funds as determined by periodic actuarial calculations.<br>The costs of defined benefit plans are assessed using the projected unit credit method. The<br>defined benefit obligation is measured as the present value of the estimated future cash<br>outflows using interest rates on high-quality corporate bonds or government bonds with<br>maturities most closely matching expected payouts of benefits. The plan assets are measured<br>at fair value at the reporting date. Qualifying insurance contracts included within pension plan<br>assets are measured at fair value based upon the actuarial valuation of the underlying insured<br>liability. The liability or asset recognized in the statement of financial position is the present<br>value of the defined benefit obligation at the reporting date less the fair value of plan assets<br>adjusted for effects of any asset ceiling.<br>Actuarial valuations for defined benefit plans are performed annually or when a material plan<br>amendment, curtailment or settlement occurs. Service cost related to employees’ service in<br>the current period and past service cost resulting from plan amendments and curtailments, as<br>well as gains and losses on settlements, are presented in cost of sales, research and<br>development expenses or selling, general and administrative expenses. Net interest and<br>pension plan administration costs that are not considered in determining the return on plan<br>assets are presented in financial income and expenses. Remeasurements, comprising actuarial<br>gains and losses, the effect of the asset ceiling and the return on plan assets, excluding<br>amounts recognized in net interest, are recognized in other comprehensive income.<br>Remeasurements are not reclassified to profit or loss in subsequent periods.<br>In a defined contribution plan, Nokia’s legal or constructive obligation is limited to the amount<br>that it agrees to contribute to the plan. Nokia’s contributions to defined contribution plans,<br>multi-employer and insured plans are recognized in the income statement in the period to<br>which the contributions relate. If a pension plan is funded through an insurance contract<br>where Nokia does not retain any legal or constructive obligations, the plan is treated as a<br>defined contribution plan. All arrangements that do not fulfill these conditions are considered<br>defined benefit plans.<br>Defined benefit plans<br>Nokia’s most significant defined benefit plans are in the United States, Germany, and the United<br>Kingdom. Together, they account for 91% of Nokia’s total defined benefit obligation (92% in 2024)<br>and 89% of Nokia’s total fair value of plan assets (91% in 2024).<br>Summary of defined benefit balances at 31 December<br>EURm<br>Defined benefit<br>obligation<br>Fair value of<br> plan assets<br>Effects of<br>asset ceiling<br>Net defined<br>benefit balance<br>2025<br>United States, Pension (8 971) 13 748 — 4 777<br>United States, OPEB (1 228) 600 — (628)<br>Germany (1 891) 1 292 — (599)<br>United Kingdom (494) 697 — 203<br>Other (1 209) 1 978 (89) 680<br>Total (13 793) 18 315 (89) 4 433<br>2024<br>United States, Pension (10 688) 16 188 — 5 500<br>United States, OPEB (1 393) 701 — (692)<br>Germany (1 959) 1 240 — (719)<br>United Kingdom (529) 736 — 207<br>Other (1 220) 1 858 (85) 553<br>Total (15 789) 20 723 (85) 4 849<br>Funded status of defined benefit obligation:<br>EURm 2025 2024<br>Wholly funded 10 834 12 665<br>Partly funded 2 142 2 252<br>Unfunded 817 872<br>Total 13 793 15 789<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>223 Nokia in 2025 | |
| --- | |
| United States<br>Nokia has significant defined benefit pension plans and a significant post-employment welfare<br>benefit plan (OPEB) providing post-employment healthcare benefits and life insurance coverage in<br>the United States.<br>Defined Benefit Pension Plans<br>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.<br>All other legacy programs, including legacy service-based programs, were frozen by 31 December<br>2009. For former employees who, when actively employed, were represented by a union, Nokia<br>maintained two defined benefit pension plans, both of which are traditional service-based<br>programs. On 31 December 2021, these two plans were merged. On 31 December 2025, the<br>remaining service-based plan for former union-represented employees was merged into the<br>service-based plan for non-union-represented employees.<br>Other Post-Employment Benefit Plan<br>The other post-employment benefit plan provides welfare benefits for certain retired former<br>employees. Pursuant to an agreement with the Communications Workers of America (CWA) and the<br>International Brotherhood of Electrical Workers (IBEW) unions, Nokia provides post-employment<br>healthcare benefits and life insurance coverage for employees formerly represented by these two<br>unions. That agreement was renewed in 2020, and the contract expires on 31 December 2027.<br>On 1 October 2024, Nokia transferred investment management operations for US Pension, OPEB<br>and 401(k) assets to Mercer Investments LLC in an Outsourced Investment Management (OCIO)<br>transaction.<br>Germany<br>Nokia maintains two primary plans in Germany which cover the majority of active employees: the<br>cash-balance plan Beitragsorientierter Altersversorgungs Plan (BAP) for the Group’s Nokia<br>employees and a similar cash-balance program (AVK Basis-/Matchingkonto) for the Group’s former<br>Alcatel-Lucent employees. Individual benefits are generally dependent on eligible compensation<br>levels, ranking within the Group and years of service. These plans are partially funded defined<br>benefit pension plans, the benefits being subject to a minimum return guaranteed by the Group.<br>The funding vehicle for the BAP is the NSN Pension Trust e.V. The trust is legally separate from the<br>Group and manages the plan assets in accordance with the respective trust agreements.<br>All other plans have been frozen or closed in prior years and replaced by the cash-balance plans.<br>Benefits are paid in annual installments, as monthly retirement pension, or as a lump sum on<br>retirement in an amount equal to accrued pensions and guaranteed interest.<br>United Kingdom<br>Nokia maintains one primary plan in the UK, “Nokia Retirement Plan for former NSN & ALU<br>employees”, which is the result of the 2019 merger of the legacy Nokia plan where the plan was<br>merged and members’ benefits were transferred to the legacy Alcatel-Lucent plan. The combined<br>plan consists of both money purchase sections with Guaranteed Minimum Pension (GMP) underpin<br>and final salary sections. All final salary sections are closed to future benefit accrual: the legacy<br>Nokia plan closed on 30 April 2012 and the legacy Alcatel-Lucent plan on 30 April 2018. Individual<br>benefits for final salary sections are dependent on eligible compensation levels and years of<br>service. For the money purchase sections with GMP underpin, individual benefits are dependent on<br>the greater of the value of GMP at retirement date and the pension value resulting from the<br>individual’s invested funds. Nokia engages the services of an external trustee service provider to<br>manage all investments for the combined pension plan. During 2024, Nokia completed a risk<br>transfer buy-out in the amount of EUR 178 million, with insurer Aviva, for certain beneficiaries<br>whose liability was covered by an existing insurance agreement.<br>In June 2025, the UK Government announced it would legislate a remedy for affected defined<br>benefit pension schemes, with regard to the implications of the ruling by the High Court in June<br>2023, and the dismissal of appeal by the Court of Appeal in July 2024, in the case of Virgin Media<br>Limited v NTL Pension Trustees II Ltd. Nokia’s UK Pension Trustee awaits further developments that<br>may impact this position from pending cases in UK courts that are expected in 2026. As of 31<br>December 2025, management has not identified any benefit uncertainties for which the potential<br>impact would need to be considered.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>224 Nokia in 2025 | |
| --- | |
| 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<br>Defined benefit obligation 2025 2024<br>EURm<br>United States<br>pension<br>United States<br>OPEB Other pension Total<br>United States<br>pension<br>United States<br>OPEB Other pension Total<br>1 January (10 688) (1 393) (3 708) (15 789) (11 325) (1 471) (4 072) (16 868)<br>Current service cost (80) — (59) (139) (86) — (62) (148)<br>Interest expense (483) (66) (134) (683) (509) (67) (142) (718)<br>Past service cost (6) — (22) (28) (12) — 7 (5)<br>Settlements(1)<br> — — — — — — 178 178<br>Total (569) (66) (215) (850) (607) (67) (19) (693)<br>Remeasurements:<br>(Loss)/gain from change in demographic assumptions — — (2) (2) 114 17 32 163<br>(Loss)/gain from change in financial assumptions (217) (31) 148 (100) 463 62 88 613<br>Experience gain/(loss) 48 (10) (6) 32 94 27 (13) 108<br>Total (169) (41) 140 (70) 671 106 107 884<br>Translation differences 1 227 161 62 1 450 (664) (87) (32) (783)<br>Contributions from plan participants — (78) (4) (82) — (76) (4) (80)<br>Benefits paid 1 228 200 215 1 643 1 237 212 272 1 721<br>Acquisitions through business combinations — — (84) (84) — — — —<br>Other — (11) — (11) — (10) 40 30<br>Total 2 455 272 189 2 916 573 39 276 888<br>31 December (8 971) (1 228) (3 594) (13 793) (10 688) (1 393) (3 708) (15 789)<br>Weighted average duration of the defined benefit obligation (in years) 7.3 8.0 9.5 7.9 9.1 10.3 10.1 9.5<br>(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.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>225 Nokia in 2025 | |
| --- | |
| Fair value of plan assets 2025 2024<br>EURm<br>United States<br>pension<br>United States<br>OPEB Other pension Total<br>United States<br>pension<br>United States<br>OPEB Other pension Total<br> 1 January 16 188 701 3 834 20 723 16 285 675 3 954 20 914<br>Interest income 743 32 138 913 755 30 133 918<br>Administrative expenses and interest on asset ceiling (21) — (5) (26) (18) — (5) (23)<br>Settlements(1)<br> — — — — — — (183) (183)<br>Total 722 32 133 887 737 30 (55) 712<br>Remeasurements:<br>Return on plan assets, excluding amounts included in interest income (65) 28 85 48 (576) 50 44 (482)<br>Total (65) 28 85 48 (576) 50 44 (482)<br>Translation differences (1 859) (79) (47) (1 985) 990 41 41 1 072<br>Contributions:<br>Employers 25 4 26 55 27 3 25 55<br>Plan participants — 78 4 82 — 76 4 80<br>Benefits paid (1 228) (200) (143) (1 571) (1 237) (212) (179) (1 628)<br>Acquisitions through business combinations — — 73 73 — — — —<br>Section 420 transfer(2) (35) 35 — — (38) 38 — —<br>Other — 1 2 3 — — — —<br>Total (3 097) (161) (85) (3 343) (258) (54) (109) (421)<br> 31 December 13 748 600 3 967 18 315 16 188 701 3 834 20 723<br>(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.<br>(2) Refer to the Future cash flows section below for description of Section 420 transfers.<br>The impact of the asset ceiling limitation 2025 2024<br>EURm<br>United States<br>pension<br>United States<br>OPEB Other pension Total<br>United States<br>pension<br>United States<br>OPEB Other pension Total<br>1 January — — (85) (85) — — (87) (87)<br>Interest expense — — (1) (1) — — (1) (1)<br>Remeasurements:<br>Change in asset ceiling, excluding amounts included in interest expense — — (2) (2) — — 6 6<br>Translation differences — — (1) (1) — — (3) (3)<br> 31 December — — (89) (89) — — (85) (85)<br>Net balances 2025 2024<br>EURm<br>United States<br>pension<br>United States<br>OPEB Other pension Total<br>United States<br>pension<br>United States<br>OPEB Other pension Total<br> 31 December 4 777 (628) 284 4 433 5 500 (692) 41 4 849<br>Consisting of:<br>Net pension assets 4 993 — 1 387 6 380 5 749 — 1 183 6 932<br>Net pension liabilities (216) (628) (1 103) (1 947) (249) (692) (1 142) (2 083)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>226 Nokia in 2025 | |
| --- | |
| Recognized in the income statement(1)<br>EURm 2025 2024 2023<br>Current service cost(2) 139 148 157<br>Past service cost(2) 28 5 6<br>Net interest(3) (203) (176) (187)<br>Settlements(2)<br> — 5 (7)<br>Total (36) (18) (31)<br>(1) In 2024 and 2023, amounts comprise both continuing and discontinued operations.<br>(2) Amounts related to continuing operations are presented in operating expenses within the income statement.<br>(3) Amounts related to continuing operations are presented in financial income within the income statement.<br>Recognized in other comprehensive income<br>EURm 2025 2024 2023<br>Return on plan assets, excluding amounts included in interest income 48 (482) (76)<br>(Loss)/gain from change in demographic assumptions (2) 163 55<br>(Loss)/gain from change in financial assumptions (100) 613 (301)<br>Experience gain/(loss) 32 108 (26)<br>Change in asset ceiling, excluding amounts included in interest expense (2) 6 5<br>Total (24) 408 (343)<br>Actuarial assumptions and sensitivity analysis<br>Actuarial assumptions<br>The discount rates and mortality tables used for the significant plans:<br>Discount rate Mortality table<br>2025 2024 2025<br>United States(1) 5.0% 5.3%<br>Pri-2012 w/MP-2020<br>Mortality projection scale<br>Germany 3.9% 3.4% Heubeck 2018G<br>United Kingdom(2) 5.7% 5.6% CMI 2023<br>Total weighted average for all countries 4.8% 4.9%<br>(1) Mortality tables remain unchanged in the US. 2024 and 2025 mortality assumption includes an adjustment based upon actual<br>experience.<br>(2) Mortality tables for United Kingdom have been adjusted with 1.5% long-term rate of improvement.<br>Assumptions regarding future mortality are set based on actuarial advice in accordance with<br>published statistics and experience in each country.<br>The principal actuarial weighted average assumptions used for determining the defined benefit<br>obligation and sensitivity of the defined benefit obligation to changes in these assumptions:<br>2025 2024<br>Change in<br>assumption<br>Increase in<br>assumption(1)<br>EURm<br>Decrease in<br>assumption(1)<br>EURm<br>Discount rate for determining<br>present values 4.8% 4.9% 1.0% 990 (1 154)<br>Pension growth rate 2.1% 2.1% 1.0% (206) 167<br>Inflation rate 2.3% 2.0% 1.0% (222) 203<br>Life expectancy 87-88 yrs 86-88 yrs 1 year (555) 524<br>(1) Positive movement indicates a reduction in the defined benefit obligation; a negative movement indicates an increase in the<br>defined benefit obligation.<br>Sensitivity analysis<br>When calculating the sensitivity of the defined benefit obligation to significant actuarial<br>assumptions, the present value of the defined benefit obligation is calculated using the projected<br>unit credit method. The sensitivity analyses are based on a change in an assumption while holding<br>all other assumptions constant and may not be representative of the actual impact of changes. If<br>more than one assumption is changed simultaneously, the combined impact of changes would not<br>necessarily be the same as the sum of the individual changes. If the assumptions change to a<br>different level compared with that presented, the effect on the defined benefit obligation may not<br>be linear. Increases and decreases in the principal assumptions, which are used in determining the<br>defined benefit obligation, do not have a symmetrical effect on the defined benefit obligation<br>primarily due to the compound interest effect created when determining the net present value of<br>the future benefit.<br>Key source of estimation uncertainty<br>The determination of pension and other post-employment benefit obligations and expenses<br>for defined benefit plans is dependent on a number of estimates and assumptions, including<br>the discount rate, future mortality rate, annual rate of increase in future compensation levels,<br>and healthcare costs trend rates and usage of services in the United States where the<br>majority of Nokia’s post-employment healthcare plans are maintained. Changes in<br>assumptions and actuarial estimates may materially affect the benefit obligation, future<br>expense and future cash flow.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>227 Nokia in 2025 | |
| --- | |
| Investment strategies<br>The overall pension investment objective of Nokia is to preserve or enhance the defined benefit<br>pension plans’ funded status through the implementation of an investment strategy that<br>maximizes return within the context of minimizing funded status risk. In formulating the asset<br>allocation for the plans, multiple factors are considered, including, but not limited to, the long-term<br>risk and return expectations for a variety of asset classes as well as current and multi-year<br>projections of the defined benefit pension plans’ demographics, benefit payments, contributions<br>and funded status. Local trustee boards are responsible for conducting Asset-Liability Management<br>(ALM) studies, when appropriate; overseeing the investment of plan assets; and monitoring and<br>managing associated risks under company oversight and in accordance with local law. The results<br>of the ALM framework are implemented on a plan level.<br>Nokia’s pension investment managers may use derivative financial instruments including futures<br>contracts, forward contracts, options and interest rate swaps to manage market risk. The<br>performance and risk profile of investments is regularly monitored on a standalone basis as well as<br>in the broader portfolio context. One risk is a decline in the plan’s funded status as a result of the<br>adverse performance of plan assets and/or defined benefit obligations. The application of the ALM<br>study focuses on minimizing such risks.<br>United States plan assets<br>The majority of Nokia’s United States pension plan assets are held in a master pension trust. The<br>OPEB plan assets are held in two separate trusts. The Pension & Benefits Investment Committee<br>formally approves the target asset allocation following the proposal by Nokia’s OCIO provider. The<br>overall United States pension plan asset portfolio, at 31 December 2025, reflects a balance of<br>investments split of approximately 63% insurance contracts, 32% short-term investments and 5%<br>other assets.<br>In November 2025, the Group entered into a buy-in transaction with a third party insurer to de-risk<br>EUR 8.9 billion of pension exposure in the US defined benefit pension scheme. The transaction was<br>fully funded from existing assets with no additional employer contributions required. Nokia retains<br>the pension liability, however this transaction transfers certain investment and longevity risks to<br>the insurer, enhancing the stability of the funding status and protection of Nokia US pension plan<br>member benefits further securing the plan’s ability to meet its future liabilities to plan participants.<br>The recognition of the insurance policy as a qualifying plan asset resulted in a gain of approximately<br>EUR 236 million recognized in other comprehensive income.<br>Disaggregation of plan assets<br>2025 2024<br>EURm Quoted Unquoted Total<br>% of total<br>assets Quoted Unquoted Total<br>% of total<br>assets<br>Equity securities 1 097 — 1 097 6% 1 055 — 1 055 5%<br>Fixed income<br>securities 2 101 145 2 246 13% 14 721 142 14 863 72%<br>Insurance contracts(1)<br> — 9 211 9 211 50% — 648 648 3%<br>Real estate — 528 528 3% — 860 860 4%<br>Short-term<br>investments 4 801 — 4 801 26% 945 — 945 5%<br>Private equity and<br>other 106 326 432 2% 103 2 249 2 352 11%<br>Total 8 105 10 210 18 315 100% 16 824 3 899 20 723 100%<br>(1) In 2025, insurance contracts include a EUR 8.7 billion qualifying insurance contract related to the US buy-in transaction.<br>Most short-term investments including cash, equities and fixed-income securities have quoted<br>market prices in active markets. Equity securities represent investments in equity funds and direct<br>investments, which have quoted market prices in an active market. Fixed income securities<br>represent direct investments in government and corporate bonds, as well as investments in bond<br>funds, which have quoted market prices in an active market. Insurance contracts are customary<br>pension insurance contracts structured under domestic law in the respective countries. Real estate<br>investments are investments in commercial properties or real estate funds, which invest in a<br>diverse range of real estate properties. Private equity and other investments include investments in<br>private equity limited partnerships and absolute return investments in hedge funds.<br>Short-term investments are liquid assets or cash, which are being held for a short period of time,<br>with the primary purpose of controlling the tactical asset allocation. Private equity net asset values<br>(NAVs) are determined by the asset managers based on inputs such as operating results,<br>discounted future cash flows and market-based comparable data. Assets invested in alternative<br>asset classes such as private equity, real estate and absolute return are measured using latest<br>available valuations provided by the asset managers, reviewed by Nokia and adjusted for<br>subsequent cash flows.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>228 Nokia in 2025 | |
| --- | |
| Future cash flows<br>Contributions<br>Group contributions to the pension and other post-employment benefit plans are made to facilitate<br>future benefit payments to plan participants. The funding policy is to meet minimum funding<br>requirements as set forth in the employee benefit and tax laws, as well as any such additional<br>amounts as Nokia may determine appropriate. Contributions are made to benefit plans for the sole<br>benefit of plan participants. Employer contributions expected to be paid in 2026 total EUR 54<br>million.<br>United States<br>Funding methods<br>Funding requirements for the United States qualified defined benefit pension plan is determined by<br>the applicable statutes, namely the Employee Retirement Income Security Act of 1974 (ERISA), the<br>Internal Revenue Code of 1986, and regulations issued by the Internal Revenue Service (IRS). In<br>determining funding requirements, ERISA allows assets to be either fair value or an average value<br>over a period of time; and liabilities to be based on spot interest rates or average interest rates<br>over a period of time. For the non-represented and formerly represented defined benefit pension<br>plan, Nokia does not foresee any future funding requirement for regulatory funding purposes,<br>given the plan asset allocation and the level of assets compared to liabilities.<br>Post-employment healthcare benefits for both non-represented and formerly union represented<br>retirees are capped for those who retired after 28 February 1990. The benefit obligation<br>associated with this group of retirees is 96% of the total United States retiree healthcare<br>obligation at 31 December 2025. The US government’s Medicare program is the primary payer for<br>those aged 65 and older.<br>Section 420 transfers<br>Section 420 of the U.S. Internal Revenue Code (Section 420) allows for the transfer of pension<br>assets in excess of specified thresholds above the plan’s funding obligation (excess pension assets)<br>to a retiree health benefits account, a retiree life insurance account, or both, maintained within the<br>pension plan and to use the assets in such accounts to pay for, or to reimburse the employer for<br>the cost of providing applicable health or life insurance benefits, each as defined in Section 420, for<br>retired employees, and with respect to health benefits, their spouses and dependents. Employers<br>making such transfers are required to continue to provide healthcare benefits or life insurance<br>coverage, as the case may be, for a certain period of time (cost maintenance period) at levels<br>prescribed by regulations. Pursuant to Section 420, Nokia has transferred EUR 35 million during<br>2025 (EUR 38 million in 2024). Section 420 is currently set to expire on 31 December 2032.<br>Benefit payments<br>The following table summarizes expected benefit payments from the defined benefit pension plans<br>and other post-employment benefit plans until 2035. Actual benefit payments may differ from<br>expected benefit payments.<br>US Pension US OPEB<br>Other<br>countries Total<br>EURm Management Occupational<br>Supplemental<br>plans<br>Formerly<br>union<br>represented<br>Non-union<br>represented<br>2026 1 057 — 23 41 55 344 1 520<br>2027 990 — 23 38 55 315 1 421<br>2028 928 — 22 77 55 320 1 402<br>2029 868 — 21 70 55 436 1 450<br>2030 812 — 20 63 56 348 1 299<br>2031–2035 3 288 — 86 230 272 1 826 5 702<br>Benefits are paid from plan assets where there is sufficient funding available to the plan to cover<br>the benefit obligation. Any payments in excess of the plan assets are paid directly by Nokia. Direct<br>benefit payments expected to be paid in 2026 total EUR 103 million.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>229 Nokia in 2025 | |
| --- | |
| Section 4<br>Operating<br>assets and<br>liabilities<br>This section provides detailed<br>information on Nokia’s assets and<br>liabilities related to its operating<br>activities, such as tangible and<br>intangible fixed assets, leases,<br>inventories, trade receivables and<br>other customer related balances,<br>and provisions.<br>4.1. Goodwill and intangible assets<br>Accounting policies<br>Intangible assets acquired separately are measured on initial<br>recognition at cost. Internally generated intangibles, except<br>for development costs that may be capitalized, are expensed<br>as incurred. Development costs are capitalized only if Nokia<br>has the technical feasibility to complete the asset; has an<br>ability and intention to use or sell the asset; can demonstrate<br>that the asset will generate future economic benefits; has<br>resources available to complete the asset; and has the ability<br>to measure reliably the expenditure during development.<br>The useful life of Nokia’s intangible assets, other than<br>goodwill, is finite. Following initial recognition, finite intangible<br>assets are carried at cost less accumulated amortization and<br>accumulated impairment losses. Intangible assets are<br>amortized over their useful lives, generally three years to<br>twelve years, using the straight-line method, which is<br>considered to best reflect the pattern in which the asset’s<br>future economic benefits are expected to be consumed.<br>Depending on the nature of the intangible asset, the<br>amortization charges for continuing operations are included<br>in cost of sales, research and development expenses or<br>selling, general and administrative expenses.<br>Goodwill is allocated to the groups of cash-generating units<br>that are expected to benefit from the synergies of the<br>related business combination and that reflect the lowest level<br>at which goodwill is monitored for internal management<br>purposes. A cash-generating unit, as determined for the<br>purposes of Nokia’s goodwill impairment testing, is the<br>smallest group of assets generating cash inflows that are<br>largely independent of the cash inflows from other assets or<br>groups of assets. The carrying values of the groups of cash-generating units include their share of relevant corporate<br>assets allocated to them on a reasonable and consistent<br>basis. When the composition of one or more groups of cash-generating units to which goodwill has been allocated is<br>changed, the goodwill is reallocated based on the relative<br>value of the affected groups of cash-generating units.<br>Nokia tests the carrying value of goodwill for impairment<br>annually. In addition, Nokia assesses the recoverability of the<br>carrying value of goodwill and intangible assets if events<br>or changes in circumstances indicate that the carrying value<br>may be impaired. Factors that Nokia considers when it<br>reviews indications of impairment include, but are not limited<br>to, underperformance of the asset relative to its historical or<br>projected future results, significant changes in the manner of<br>using the asset or the strategy for the overall business, and<br>significant negative industry or economic trends.<br>Nokia conducts its impairment testing by determining the<br>recoverable amount for an asset, a cash-generating unit or<br>groups of cash-generating units. The recoverable amount of<br>an asset, a cash-generating unit or groups of cash-generating<br>units is the higher of its fair value less costs of disposal and<br>its value-in-use. The recoverable amount is compared to the<br>asset’s, cash-generating unit’s or groups of cash-generating<br>units’ carrying value. If the recoverable amount for the asset,<br>cash-generating unit or groups of cash-generating units is<br>less than its carrying value, the asset is considered impaired<br>and is written down to its recoverable amount. Impairment<br>losses are presented in cost of sales, research and<br>development expenses or selling, general and administrative<br>expenses, except for impairment losses on goodwill, which<br>are presented in other operating expenses.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>230 Nokia in 2025 | |
| --- | |
| EURm Goodwill<br>Intangible<br>assets Total<br>2025<br>Acquisition cost at 1 January 6 873 9 793 16 666<br>Additions — 161 161<br>Acquisitions through business combinations(1) 833 1 111 1 944<br>Disposals and retirements — (14) (14)<br>Translation differences (596) (607) (1 203)<br>Acquisition cost at 31 December 7 110 10 444 17 554<br>Accumulated amortization and impairment charges at 1 January (1 137) (8 991) (10 128)<br>Amortization — (521) (521)<br>Impairment — (18) (18)<br>Disposals and retirements — 12 12<br>Translation differences 23 473 496<br>Accumulated amortization and impairment charges at 31 December (1 114) (9 045) (10 159)<br>Net book value at 1 January 5 736 802 6 538<br>Net book value at 31 December 5 996 1 399 7 395<br>2024<br>Acquisition cost at 1 January 6 629 9 893 16 522<br>Additions — 97 97<br>Acquisitions through business combinations 33 — 33<br>Assets held for sale (38) (170) (208)<br>Disposals and retirements (11) (282) (293)<br>Translation differences 260 255 515<br>Acquisition cost at 31 December 6 873 9 793 16 666<br>Accumulated amortization and impairment charges at 1 January (1 125) (8 807) (9 932)<br>Amortization — (390) (390)<br>Assets held for sale — 165 165<br>Disposals and retirements — 278 278<br>Translation differences (12) (237) (249)<br>Accumulated amortization and impairment charges at 31 December (1 137) (8 991) (10 128)<br>Net book value at 1 January 5 504 1 086 6 590<br>Net book value at 31 December 5 736 802 6 538<br>(1) In 2025, acquisitions through business combinations relates to the acquisition of Infinera. For more information, refer to Note 6.2. Acquisitions.<br>Net book value of intangible assets by type of<br>asset<br>EURm 2025 2024<br>Customer relationships 548 317<br>Patents and licenses 341 304<br>Technologies and IPR&D 269 12<br>Tradenames and other 98 51<br>Intangible assets under construction 143 118<br>Total 1 399 802<br>Weighted average remaining amortization<br>period<br>Years 31 December 2025<br>Customer relationships 11<br>Patents and licenses 7<br>Technologies and IPR&D 3<br>Tradenames and other 2<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>231 Nokia in 2025 | |
| --- | |
| Goodwill<br>Nokia has allocated goodwill to its operating segments corresponding to groups of cash-generating<br>units (CGUs) that are expected to benefit from goodwill. Refer to Note 2.2. Segment information.<br>Allocation of goodwill<br>The following table presents the allocation of goodwill to groups of CGUs at 31 December:<br>EURm 2025 2024<br>Network Infrastructure 3 323 2 831<br>Cloud and Network Services(1) 440 559<br>Mobile Networks(1) 2 233 2 346<br>(1) In 2025, includes EUR 79 million of goodwill reallocation from Cloud and Network Services to Mobile Networks related to the<br>transfer of Managed Services<br>Recoverable amounts<br>The recoverable amounts of the groups of CGUs in 2025 were based on value-in-use that was<br>determined using a discounted cash flow calculation. The cash flow projections approved by<br>management were based on financial plans covering a forecast period of five years that reflects<br>management’s expectations of recovery from the market-driven mid-term decrease in sales and<br>market cyclicality, especially in the Mobile Networks segment and accelerated growth in Network<br>Infrastructure segment, followed by a five-year period that then converge to the steady state cash<br>flow projection modelled in the terminal year. The terminal growth rate assumptions do not exceed<br>long-term average growth rates for the industries and economies in which the groups of CGUs<br>operate.<br>The discount rates reflect current assessments of the time value of money and relevant market risk<br>premiums considering risks and uncertainties for which the future cash flow estimates have not been<br>adjusted. Discounted cash flow projections are based on post-tax cash flows and post-tax discount<br>rates, which do not materially differ from the pre-tax basis discounted cash flow projections.<br>Terminal growth rate and post-tax discount rate applied in the impairment test for the groups of<br>CGUs:<br>Terminal growth rate Post-tax discount rate<br>Key assumption % 2025 2024 2025 2024<br>Network Infrastructure 2.0 % 1.5 % 9.5 % 9.4 %<br>Cloud and Network Services 1.0 % 1.5 % 7.6 % 8.0 %<br>Mobile Networks 1.0 % 1.0 % 7.8 % 8.4 %<br>Other key variables in future cash flow projections include assumptions on estimated sales growth,<br>gross margin and operating margin. Sales growth and gross margin assumptions reflect<br>management expectations of addressable market growth, market share and competitive position,<br>as well as Nokia’s strategy and long-term business outlook. Gross margin and operating margin<br>assumptions include the impact of the ongoing efficiency, investment discipline and cost savings<br>initiatives, which are expected to reduce cost base and increase operational leverage throughout<br>the operating segments.<br>The results of the impairment testing indicate adequate headroom for each group of CGUs in 2025.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>232 Nokia in 2025 | |
| --- | |
| 4.2. Property, plant and equipment<br>Accounting policies<br>Property, plant and equipment are stated at cost less<br>accumulated depreciation and accumulated impairment<br>losses. Depreciation is recorded on a straight-line basis<br>over the expected useful lives of the assets as follows:<br>Buildings and constructions<br>Buildings and constructions 20–33 years<br>Light buildings and constructions 3–20 years<br>Machinery and equipment<br>Production machinery and measuring<br>and test equipment 1–10 years<br>Other machinery and equipment 3–10 years<br>Land and water areas are not depreciated.<br>Maintenance, repairs and renewals are generally expensed<br>in the period in which they are incurred. However, major<br>renovations are capitalized and included in the carrying<br>amount of the asset when it is probable that future<br>economic benefits in excess of the originally assessed<br>standard of performance of the existing asset will flow to<br>Nokia. Major renovations are depreciated over the<br>remaining useful life of the related asset. Leasehold<br>improvements are depreciated over the shorter of the<br>lease term and the useful life. Gains and losses on the<br>disposal of property, plant and equipment are included in<br>other operating income or expenses.<br>EURm<br>Land, buildings<br>and<br>constructions<br>Machinery,<br>equipment and<br>other<br>Assets under<br>construction Total<br>2025<br>Acquisition cost at 1 January 946 3 390 126 4 462<br>Additions 11 205 244 460<br>Acquisitions through business combinations 24 123 94 241<br>Reclassifications 47 75 (122) —<br>Disposals and retirements (50) (148) (4) (202)<br>Translation differences (88) (95) (19) (202)<br>Acquisition cost at 31 December 890 3 550 319 4 759<br>Accumulated depreciation at 1 January (518) (2 582) — (3 100)<br>Depreciation (57) (326) — (383)<br>Disposals and retirements 42 143 — 185<br>Translation differences 57 52 — 109<br>Accumulated depreciation at 31 December (476) (2 713) — (3 189)<br>Net book value at 1 January 428 808 126 1 362<br>Net book value at 31 December 414 837 319 1 570<br>2024<br>Acquisition cost at 1 January 1 434 3 547 167 5 148<br>Additions 22 230 115 367<br>Reclassifications 50 55 (105) —<br>Disposals and retirements (51) (199) (4) (254)<br>Assets held for sale (548) (306) (50) (904)<br>Translation differences 39 63 3 105<br>Acquisition cost at 31 December 946 3 390 126 4 462<br>Accumulated depreciation at 1 January (569) (2 628) — (3 197)<br>Depreciation (80) (321) — (401)<br>Impairment (55) — — (55)<br>Disposals and retirements 40 190 — 230<br>Assets held for sale 171 223 — 394<br>Translation differences (25) (46) — (71)<br>Accumulated depreciation at 31 December (518) (2 582) — (3 100)<br>Net book value at 1 January 865 919 167 1 951<br>Net book value at 31 December 428 808 126 1 362<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>233 Nokia in 2025 | |
| --- | |
| 4.3. Leases<br>Accounting policies<br>In the majority of its lease agreements, Nokia is acting as a<br>lessee. Nokia’s leased assets relate mostly to commercial<br>and industrial properties such as R&D, production and<br>office facilities. Nokia also leases vehicles provided as<br>employee benefits and service vehicles. There are only<br>minor lease contracts, mainly concerning subleases of<br>vacant leasehold or freehold facilities, where Nokia is<br>acting as a lessor.<br>As a lessee, Nokia recognizes a right-of-use asset and a<br>lease liability at the commencement date of the lease.<br>Right-of-use assets are measured at cost less<br>accumulated depreciation and impairment losses, and<br>adjusted for any remeasurements of the lease liabilities.<br>Right-of-use assets are depreciated on a straight-line<br>basis over the lease term as follows:<br>Buildings 3–22 years<br>Other 3–5 years<br>Lease liabilities are initially measured at the present value<br>of the lease payments made over the lease term. Nokia<br>uses its incremental borrowing rate to calculate the<br>present value as the interest rate implicit in the lease is<br>not readily determinable. Subsequently, lease liabilities are<br>measured on an amortized cost basis using the effective<br>interest method. In addition, lease liabilities are<br>remeasured if there is a lease modification, a change in<br>the lease term or a change in the future lease payments.<br>The interest component of the lease payments is<br>recognized as interest expense in financial expenses.<br>Nokia applies practical expedients whereby the payments<br>for short-term leases and leases of low-value assets are<br>recognized as an operating expense on a straight-line<br>basis over the lease term. In addition, Nokia does not<br>separate certain non-lease components from lease<br>components but instead accounts for each lease<br>component and associated non-lease component as a<br>single lease component.<br>Right-of-use assets<br>EURm Buildings Other Total<br>2025<br>Acquisition cost at 1 January 1 422 286 1 708<br>Additions(1) 280 83 363<br>Acquisitions through business<br>combinations 57 — 57<br>Retirements (50) (59) (109)<br>Translation differences (76) (9) (85)<br>Acquisition cost at 31 December 1 633 301 1 934<br>Accumulated depreciation at<br>1 January (813) (137) (950)<br>Depreciation (133) (82) (215)<br>Retirements 50 55 105<br>Translation differences 42 4 46<br>Accumulated depreciation at<br>31 December (854) (160) (1 014)<br>Net book value at 1 January 609 149 758<br>Net book value at 31 December 779 141 920<br>2024<br>Acquisition cost at 1 January 1 434 275 1 709<br>Additions(1) 36 95 131<br>Assets held for sale (25) (47) (72)<br>Retirements (48) (38) (86)<br>Translation differences 25 1 26<br>Acquisition cost at 31 December 1 422 286 1 708<br>Accumulated depreciation at<br>1 January (677) (126) (803)<br>Depreciation (135) (88) (223)<br>Impairment (43) — (43)<br>Assets held for sale 4 40 44<br>Retirements 48 38 86<br>Translation differences (10) (1) (11)<br>Accumulated depreciation at<br>31 December (813) (137) (950)<br>Net book value at 1 January 757 149 906<br>Net book value at 31 December 609 149 758<br>(1) Additions comprise new lease contracts as well as modifications and<br>remeasurements of existing lease contracts.<br>Amounts recognized in the income statement<br>EURm 2025 2024 2023<br>Depreciation of right-of-use<br>assets(1) (215) (223) (216)<br>Interest expense on lease<br>liabilities(1) (35) (33) (28)<br>Impairment charges, net of<br>reversals — (43) 2<br>Total (250) (299) (242)<br>(1) In 2024 and 2023, amounts comprise both continuing and discontinued<br>operations.<br>Amounts recognized in the income statement presented above<br>exclude expenses relating to short-term leases and leases of<br>low-value assets and income from subleasing right-of-use<br>assets as these are immaterial.<br>Amounts reported in the statement of cash<br>flows<br>EURm 2025 2024 2023<br>Payment of principal portion of<br>lease liabilities(1) (221) (233) (239)<br>Interest paid on lease liabilities(1) (35) (33) (28)<br>Total (256) (266) (267)<br>(1) In 2024 and 2023, amounts comprise both continuing and discontinued<br>operations.<br>Amounts reported in the statement of cash flows exclude<br>payments for short-term leases and leases of low-value assets.<br>The maturity analysis of lease liabilities is presented in Note 5.4.<br>Financial risk management. Commitments related to future<br>lease contracts are presented in Note 6.1. Commitments,<br>contingencies and legal proceedings.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>234 Nokia in 2025 | |
| --- | |
| 4.4. Inventories<br>Accounting policies<br>Inventories are measured at the lower of cost and net<br>realizable value. Cost is determined using standard cost,<br>which approximates actual cost on a first-in first-out (FIFO)<br>basis. In addition to the cost of materials and direct labor,<br>an appropriate proportion of production overheads is<br>allocated to the cost of inventory. Net realizable value is the<br>estimated selling price in the ordinary course of business<br>less the estimated costs necessary to make the sale.<br>Contract work in progress comprises costs incurred to<br>date for customer contracts where the contractual<br>performance obligations are not yet satisfied. Contract<br>work in progress will be recognized as cost of sales when<br>the corresponding revenue is recognized.<br>EURm 2025 2024<br>Raw materials and semi-finished goods 583 708<br>Finished goods 1 088 930<br>Contract work in progress 538 525<br>Total 2 209 2 163<br>Inventories recognized as an expense during the year in respect<br>of continuing operations was EUR 5 728 million in 2025<br>(EUR 5 050 million in 2024 and EUR 7 115 million in 2023).<br>During the year write-downs of inventories to net realizable<br>value totaled EUR 142 million (EUR 259 million in 2024 and<br>EUR 287 million in 2023) and reversals of previous inventory<br>write-downs totaled EUR 41 million (EUR 54 million in 2024 and<br>EUR 88 million in 2023). The write-downs and reversals of<br>previous write-downs have been included in cost of sales.<br>Previous write-downs have been reversed primarily as a result<br>of changes in estimated customer demand.<br>The amount of inventories expected to be recovered after more<br>than 12 months was EUR 561 million at 31 December 2025 (EUR<br>464 million in 2024).<br>4.5. Trade receivables and other customer-related balances<br>Accounting policies<br>Customer contracts<br>Nokia presents its customer contracts in the statement of<br>financial position as either a contract asset or a contract<br>liability, depending on the relationship between Nokia’s<br>performance and the customer’s payment for each individual<br>contract. On a net basis, a contract asset position represents<br>where Nokia has performed by transferring goods or services<br>to a customer before the customer has provided the<br>associated consideration or before payment is due.<br>Conversely, a contract liability position represents where a<br>customer has paid consideration or payment is due, but<br>Nokia has not yet transferred goods or services to the<br>customer. Contract assets presented in the statement of<br>financial position are current in nature while contract<br>liabilities can be either current or non-current.<br>Invoices are generally issued as control transfers and/or as<br>services are rendered. Invoiced receivables represent an<br>unconditional right to receive the consideration and only the<br>passage of time is required before the consideration is<br>received. Invoiced receivables are presented separately from<br>contract assets as trade receivables in the statement of<br>financial position. Trade receivables may be converted to<br>customer loan receivables in certain cases where extended<br>payment terms are requested. From time to time Nokia may<br>also extend loans to other third parties and these loans are<br>accounted for similarly as customer loan receivables. Nokia<br>sells trade receivables and customer loan receivables to<br>various financial institutions primarily without recourse in the<br>normal course of business, in order to manage credit risk and<br>working capital cycle.<br>The business model for managing trade receivables and<br>customer loan receivables is holding receivables to collect<br>contractual cash flows and selling receivables. Trade<br>receivables and customer loan receivables are initially<br>recognized and subsequently remeasured at fair value using<br>the discounted cash flow method.<br>The changes in fair value are recognized in the fair value<br>reserve through other comprehensive income. Interest<br>calculated using the effective interest method as well as<br>foreign exchange gains and losses are recognized in financial<br>income and expenses.<br>Discounts without performance obligations presented on the<br>statement of financial position in other current liabilities<br>relate to discounts given to customers which will be<br>executable upon satisfying specific criteria. As these<br>discounts become executable, they are netted against<br>related trade receivables or customer loan receivables.<br>Expected Credit Losses<br>Loss allowance for expected credit losses (ECL) is recognized<br>on financial assets measured at amortized cost and financial<br>assets measured at fair value through other comprehensive<br>income, as well as on financial guarantee contracts and loan<br>commitments. Nokia continuously assesses its financial<br>instruments on a forward-looking basis and accounts for the<br>changes in ECL on a quarterly basis using the following method:<br> ▪ ECL = PD x LGD x EAD<br> ▪ Probability of Default (PD) is based on the credit rating<br>profile of the counterparties as well as specific local<br>circumstances as applicable, unless there are specific<br>events that would indicate that the credit rating would<br>not be an appropriate basis for estimating credit risk at<br>the reporting date.<br> ▪ For Loss Given Default (LGD), the recovery rate is based<br>on the type of receivable, specific local circumstances as<br>applicable and related collateral arrangements, if any.<br> ▪ Exposure at Default (EAD) is normally the nominal value of<br>the receivable.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>235 Nokia in 2025 | |
| --- | |
| Nokia applies a simplified approach to recognize a loss<br>allowance based on lifetime ECL on trade receivables and<br>contract assets without significant financing components.<br>Based on quantitative and qualitative analysis, Nokia has<br>determined that the credit risk exposure arising from its<br>trade receivables is low risk. Quantitative analysis focuses<br>on historical loss rates, historic and projected sales and<br>the corresponding trade receivables, and overdue trade<br>receivables including indicators of any deterioration in the<br>recovery expectation. Qualitative analysis focuses on all<br>relevant conditions, including customer and country credit<br>rating, to improve the accuracy of estimating lifetime ECL.<br>For customer loan receivables, the ECL is calculated<br>separately for each significant counterparty using the<br>method described above, including the impact of any<br>collateral arrangements or other credit enhancements to<br>LGD. The estimate is based on 12-month ECL unless there<br>has been a significant increase in credit risk for the specific<br>counterparty since the initial recognition, in which case<br>lifetime ECL is estimated. Breaches of contract, credit<br>rating downgrades and other credit measures are typical<br>indicators that Nokia takes into consideration when<br>assessing whether the credit risk on a financial instrument<br>has increased significantly since initial recognition. Nokia<br>considers additional indicators to determine if a financial<br>asset is credit-impaired including whether the<br>counterparty is in significant financial difficulties and<br>whether it is becoming probable that the customer will<br>enter bankruptcy or financial reorganization. Typically<br>customer loan credit risk is higher than credit risk of trade<br>receivables and contract assets on average.<br>The change in the amount of ECL for trade receivables and<br>contract assets is recognized in other operating expenses<br>and for customer loan receivables in financial expenses.<br>For customer loan receivables, the loss allowance is<br>recorded as an adjustment in other comprehensive<br>income instead of adjusting the carrying amount that has<br>already been recorded at fair value. If trade receivables<br>and customer loan receivables are sold, the impact of ECL<br>is reversed and the difference between the carrying<br>amount derecognized and the consideration received is<br>recognized in financial expenses.<br>Customer-related balances<br>Nokia aims to ensure the highest possible quality in trade receivables and contract assets, as well as customer loan receivables. The<br>Credit Risk Management Standard Operating Procedure (CRMSOP), approved by Nokia’s Chief Financial Officer, lays out the framework<br>for the management of business-related credit risks. The CRMSOP sets out that credit decisions are based on credit evaluation in each<br>business, including credit rating and limits for larger exposures, according to defined principles. Group level limit approvals are<br>required for material credit exposures. Credit risks are monitored in each business and, where appropriate, mitigated on a case-by-case basis with the use of letters of credit, collaterals, sponsor guarantees, credit insurance and sale of selected receivables.<br>Aging of trade receivables, contract assets, and customer financing-related loan receivables at 31 December<br>Past due<br>EURm Current 1-30 days 31-180 days > 180 days Total<br>2025<br>Trade receivables(1) 4 710 113 167 161 5 151<br>Contract assets 805 — — — 805<br>Customer financing-related loan receivables 62 — — — 62<br>Total gross receivables 5 577 113 167 161 6 018<br>Expected credit loss allowance (81) (4) (30) (68) (183)<br>Total net receivables 5 496 109 137 93 5 835<br>2024<br>Trade receivables(1) 4 894 163 195 213 5 465<br>Contract assets 694 — — — 694<br>Customer financing-related loan receivables 70 — — — 70<br>Total gross receivables 5 658 163 195 213 6 229<br>Expected credit loss allowance (78) (9) (31) (108) (226)<br>Total net receivables 5 580 154 164 105 6 003<br>(1) Nokia’s payment terms are 80 days (89 days in 2024) on average.<br>The reversal of ECL credited to the income statement was EUR 50 million (EUR 137 million 2024 and EUR 16 million in 2023).<br>At 31 December 2025, the total ECL related to credit-impaired assets amounted to EUR 30 million (EUR 62 million in 2024 and EUR 396<br>million in 2023). In 2024, the reduction of ECL related to credit-impaired assets of EUR 334 million includes releases of EUR 233 million<br>related to assets that were written off during the year and EUR 111 million related to assets for which payments were received.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>236 Nokia in 2025 | |
| --- | |
| Credit risk exposure by customer and country<br>Credit exposure is measured as the total of trade receivables, contract assets and loans<br>outstanding from customers and committed credits. Trade receivables do not include any major<br>concentrations of credit risk by customer.<br>Credit risk exposure by customer and country as % of total trade receivables and contract assets<br>as well as loans and loan commitments to customers:<br>Customer 2025 2024<br>Customer 1 4.8% 7.5%<br>Customer 2 4.2% 4.9%<br>Customer 3 3.2% 4.7%<br>Total 12.2% 17.1%<br>Country 2025 2024<br>United States 20.3% 21.5%<br>Country 2 7.1% 10.6%<br>Country 3 6.0% 5.8%<br>Total 33.4% 37.9%<br>Contract assets and contract liabilities<br>Contract asset balances decrease upon reclassification to trade receivables when Nokia’s right to<br>payment becomes unconditional. Contract liability balances decrease when Nokia satisfies the<br>related performance obligations and revenue is recognized. There were no material cumulative<br>adjustments to revenue recognized arising from changes in transaction prices, changes in<br>measures of progress or changes in estimated variable consideration.<br>During the year, Nokia recognized EUR 1.0 billion (EUR 1.5 billion in 2024 of which EUR 0.1 billion<br>related to discontinued operations sold in 2024) of revenue that was included in the current<br>contract liability balance at the beginning of the period.<br>4.6. Other receivables and liabilities<br>Other non-current receivables<br>EURm 2025 2024<br>R&D tax credits 152 144<br>Indirect tax receivables 14 27<br>Other 111 39<br>Total 277 210<br>Other current receivables<br>EURm 2025 2024<br>VAT and other indirect tax receivables 311 300<br>Prepayments related to contract manufacturing 101 126<br>IT-related prepaid expenses 42 47<br>R&D tax credits and grant receivables 51 43<br>Divestment-related receivables 23 23<br>Other 256 228<br>Total 784 767<br>Other non-current liabilities<br>EURm 2025 2024<br>Salaries, wages and social charges 39 30<br>Other 108 87<br>Total 147 117<br>Other current liabilities<br>EURm 2025 2024<br>Salaries, wages and social charges 1 591 1 531<br>Accrued expenses related to customer projects 190 245<br>Discounts without performance obligations 294 380<br>VAT and other indirect tax payables 285 314<br>Other(1) 378 413<br>Total 2 738 2 883<br>(1) Includes accrued logistics, R&D and IT expenses.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>237 Nokia in 2025 | |
| --- | |
| 4.7. Provisions<br>Accounting policies<br>Provision is recognized when Nokia has a present legal or<br>constructive obligation as a result of past events, it is<br>probable that an outflow of resources will be required to<br>settle the obligation and a reliable estimate of the amount<br>can be made. Management judgment may be required in<br>determining whether it is probable that an outflow of<br>economic benefits will be required to settle the obligation.<br>The amount recognized as a provision is based on the best<br>estimate of unavoidable costs required to settle the<br>obligation at the end of the reporting period.<br>When estimating the amount of unavoidable costs,<br>management may be required to consider a range of<br>possible outcomes and their associated probabilities, risks<br>and uncertainties surrounding the events and<br>circumstances, as well as making assumptions about the<br>timing of payment. Changes in estimates of timing or<br>amounts of costs required to settle the obligation may<br>become necessary as time passes and/or more accurate<br>information becomes available. Nokia assesses the<br>adequacy of its existing provisions and adjusts the<br>amounts as necessary based on actual experience and<br>changes in facts and circumstances at each reporting date.<br>EURm Restructuring<br>Litigation and<br>environmental(1) Warranty Material liability Other Total<br>1 January 2025 219 242 230 145 392 1 228<br>Business combinations 1 — 29 1 12 43<br>Charged to income statement<br>Additions(2) 397 165 295 109 72 1 038<br>Reversals (6) (18) (56) (115) (106) (301)<br>Total charged/(credited) to income statement 391 147 239 (6) (34) 737<br>Utilized during year(3) (239) (78) (118) (39) (28) (502)<br>Translation differences and other (1) (22) (3) (13) (51) (90)<br>31 December 2025 371 289 377 88 291 1 416<br>Non-current 135 148 120 — 234 637<br>Current 236 141 257 88 57 779<br>(1) Environmental provision was EUR 130 million at 31 December 2025 (EUR 152 million at 31 December 2024).<br>(2) Additions to warranty provision are primarily due to a contract settlement related to a customer specific project that started in 2019.<br>(3) The utilization of restructuring provision includes items transferred to accrued expenses. A total of EUR 60 million of these remained in accrued expenses at 31 December 2025.<br>Restructuring provision<br>Nokia provides for the estimated cost to restructure when a detailed formal plan of restructuring has been completed, approved by<br>management, and announced. Restructuring costs consist primarily of personnel restructuring charges. The other main components are<br>costs associated with exiting real estate locations, and costs of terminating certain other contracts directly linked to the restructuring.<br>At 31 December 2025, the restructuring provision consists primarily of amounts related to the announcements made by Nokia on 16<br>March 2021 and 19 October 2023. The majority of the restructuring cash outflows is expected to occur over the next two years.<br>Litigation and environmental provisions<br>Nokia provides for the estimated future settlements related to legal proceedings based on the probable outcome of the claims. Nokia<br>also provides for environmental remediation when Nokia becomes obliged, legally or constructively, to rectify environmental damage<br>relating to soil, groundwater, surface water or sediment contamination. Cash outflows related to the litigation and environmental<br>liabilities are inherently uncertain and generally occur over several periods. For a presentation of legal matters potentially affecting<br>Nokia, refer to Note 6.1. Commitments, contingencies and legal proceedings.<br>Warranty provision<br>Nokia provides for the estimated liability to repair or replace products under standard warranty at the time revenue is recognized. The<br>provision estimate is based on historical experience of the level of repairs and replacements. Cash outflows related to the warranty<br>provision are generally expected to occur in the next 18 months.<br>Material liability provision<br>Nokia recognizes the estimated liability for non-cancellable purchase commitments for inventory in excess of forecasted requirements<br>at each reporting date. Cash outflows related to the material liability provision are expected to occur over the next 12 months.<br>Other provisions<br>Nokia provides for various legal and constructive obligations such as project losses, indirect tax provisions, divestment-related<br>provisions, certain employee-related provisions other than restructuring provisions and asset retirement obligations. Cash outflows<br>related to other provisions are generally expected to occur over the next two years.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>238 Nokia in 2025 | |
| --- | |
| Section 5<br>Capital and<br>financial<br>instruments<br>This section provides information<br>on shareholders’ equity,<br>shareholders’ remuneration and<br>Nokia’s capital management<br>objectives. Furthermore, this<br>section comprises the policies and<br>disclosures related to Nokia’s<br>financial assets and liabilities and<br>hedge accounting, as well as<br>information on Nokia’s financial<br>risks and financial risk<br>management principles<br>and objectives.<br>5.1. Equity<br>Shares and share capital<br>Share capital<br>Nokia Corporation has one class of shares. Each share entitles<br>the holder to one vote at general meetings. The shares have no<br>par value nor is there a minimum or maximum share capital or<br>number of shares under the Articles of Association of Nokia<br>Corporation. The share capital amounted to<br>EUR 245 896 461.96 at 31 December 2025 and 2024, and<br>consisted of 5 742 239 696 (5 605 850 345 in 2024) issued and<br>fully paid shares.<br>In 2025, Nokia Corporation issued 166 389 351 new shares at<br>the subscription price of USD 6.01 per share, corresponding to<br>EUR 5.16 per share, in a directed share issue to NVIDIA<br>Corporation. The total proceeds of USD 1 000 million (EUR 850<br>million, net of the share issuance costs) were recognized in the<br>reserve for invested unrestricted equity. Nokia will use the<br>proceeds from the issuance to accelerate its strategic plans to<br>advance trusted connectivity for the AI supercycle and other<br>general corporate purposes.<br>In addition, Nokia Corporation issued in a directed share issue<br>120 000 000 (150 000 000 in 2024) new shares to itself without<br>consideration and canceled 150 000 000 (157 646 220 in 2024<br>related to the share buyback program announced in January<br>2024) shares it had repurchased under the share buyback<br>program announced in November 2024.<br>Share premium<br>Share premium reserve includes the Parent Company’s share<br>premium account and the equity impact of employee services<br>related to equity-settled share-based compensation plans.<br>Treasury shares<br>At 31 December 2025, the number of Nokia shares held by the<br>Group companies was 159 705 525 (232 700 997 in 2024)<br>representing 2.8% (4.2% in 2024) of the share capital and total<br>voting rights.<br>In 2025, Nokia repurchased 130 813 954 shares under its share<br>buyback program announced in November 2024 (176 832 266<br>shares in 2024 under the share buyback programs announced in<br>January and November 2024). The shares repurchased under<br>the November 2024 program were canceled in April 2025.<br>On 28 February 2025, Nokia completed the acquisition of<br>Infinera. The aggregated consideration transferred included<br>127 434 986 Nokia shares held by Nokia Corporation. Refer to<br>Note 6.2. Acquisitions for more information.<br>Additionally in 2025, Nokia Corporation transferred without<br>consideration 46 374 440 (24 380 761 in 2024) shares held by<br>the Company to employees, including certain members of the<br>Group Leadership Team, as settlement of the Group’s equity-based incentive plans and the employee share purchase plan.<br>Number of shares outstanding at the beginning and at the end<br>of the period<br>Number of shares 000s 2025 2024 2023<br>1 January 5 373 149 5 525 601 5 587 016<br>Settlement of share-based<br>payments 46 375 24 380 16 886<br>Shares issued as consideration<br>for business combinations 127 435 — —<br>Directed share issue 166 389 — —<br>Acquisition of treasury shares (130 814) (176 832) (78 301)<br>31 December 5 582 534 5 373 149 5 525 601<br>Nature and purpose of other equity reserves<br>Translation differences<br>Translation differences consist of foreign exchange differences<br>arising from translation of foreign operations into euro, the<br>presentation currency of the consolidated financial statements,<br>as well as gains and losses related to hedging of net<br>investments in foreign operations.<br>Fair value and other reserves<br>Pension remeasurements<br>Pension remeasurements reserve includes actuarial gains and<br>losses as well as return on plan assets and changes in the effect<br>of the asset ceiling, excluding amounts recognized in net<br>interest, related to Nokia’s defined benefit plans.<br>Hedging reserve<br>Hedging reserve includes the change in fair value that reflects<br>the change in spot exchange rates for certain foreign exchange<br>forward contracts and foreign exchange options, as well as the<br>part of cross-currency swaps that is designated as a cash flow<br>hedge to the extent that the hedges are effective.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>239 Nokia in 2025 | |
| --- | |
| Cost of hedging reserve<br>Cost of hedging reserve includes the forward element of foreign<br>exchange forward contracts and the time value of foreign<br>exchange options related to cash flow hedging of forecast<br>foreign currency sale and purchase transactions. Additionally,<br>cost of hedging reserve includes the difference between the<br>change in fair value of the forward element of foreign exchange<br>forward contracts and the time value of option contracts and<br>the amortization of the forward element of foreign exchange<br>forward contracts and time value of option contracts related to<br>net investment hedging. Cost of hedging reserve also includes<br>changes in fair value from foreign currency basis spread related<br>to fair value hedging of foreign currency denominated bonds.<br>Fair value reserve<br>Fair value reserve includes the changes in fair value of financial<br>instruments that are managed in a portfolio with a business<br>model of holding financial instruments to collect contractual<br>cash flows including principal and interest, as well as selling<br>financial instruments. The fair value changes recorded in fair<br>value reserve for these instruments are reduced by amounts of<br>loss allowances.<br>Reserve for invested unrestricted equity<br>The reserve for invested unrestricted equity includes that part<br>of the subscription price of issued shares that according to the<br>share issue decision is not to be recorded to the share capital as<br>well as other equity inputs that are not recorded to some other<br>reserve. The amount received for treasury shares is recorded to<br>the reserve for invested unrestricted equity, unless it is<br>provided in the share issue decision that it is to be recorded in<br>full or in part to the share capital. The Nokia shares repurchased<br>under the 2022, January 2024 and November 2024 share<br>buyback programs were funded using funds in the reserve for<br>invested unrestricted equity.<br>Changes in other comprehensive income by component of equity<br>Fair value and other reserves<br>EURm<br>Translation<br>differences(1)<br>Pension<br>remeasurements Hedging reserve<br>Cost of hedging<br>reserve<br>Fair value<br>reserve<br>1 January 2023 169 3 893 78 (18) (48)<br>Foreign exchange translation differences (547) — — — —<br>Net investment hedging gains 105 — — 3 —<br>Remeasurements of defined benefit plans — (261) — — —<br>Net fair value gains/(losses) — — 2 (25) (87)<br>Transfer to income statement 19 — (66) 38 96<br>Movement attributable to non-controlling interests 5 — — — —<br>31 December 2023 (249) 3 632 14 (2) (39)<br>Foreign exchange translation differences 623 — — — —<br>Net investment hedging losses (31) — — (1) —<br>Remeasurements of defined benefit plans — 326 — — —<br>Net fair value gains/(losses) — — 20 (1) 66<br>Transfer to income statement (78) — (19) 19 (52)<br>Movement attributable to non-controlling interests (2) — — — —<br>31 December 2024 263 3 958 15 15 (25)<br>Foreign exchange translation differences (1 626) — — — —<br>Net investment hedging gains 89 — — — —<br>Remeasurements of defined benefit plans — (17) — — —<br>Net fair value gains/(losses) — — 79 (27) 26<br>Transfer to income statement (2) — (63) 11 (19)<br>Other increase — 2 — — —<br>Movement attributable to non-controlling interests 4 — — — —<br>31 December 2025 (1 272) 3 943 31 (1) (18)<br>(1) At 31 December 2025, translation differences include a EUR 244 million gain related to net investment hedging (EUR 154 million gain in 2024 and EUR 186 million gain in 2023).<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>240 Nokia in 2025 | |
| --- | |
| Capital management<br>For capital management purposes Nokia defines capital as total<br>equity and interest-bearing liabilities less cash and cash<br>equivalents, current interest-bearing financial investments and<br>non-current interest-bearing financial investments.<br>The main objectives of Nokia’s capital management are to<br>maintain a solid overall financial position and to ensure<br>sufficient financial flexibility to execute Nokia’s long-term<br>business strategy and to provide returns to shareholders. From<br>a cash perspective, Nokia aims to maintain the balance of its<br>cash and cash equivalents and interest-bearing financial<br>investments less interest-bearing liabilities at 10-15% of annual<br>net sales over time. To support these objectives, Nokia aims to<br>maintain investment grade credit ratings. At 31 December<br>2025, Nokia’s long-term credit ratings are BBB- (stable) by<br>Fitch, Ba1 (positive) by Moody’s, and BBB- (stable) by S&P<br>Global.<br>With regards to shareholder remuneration, Nokia targets<br>recurring, stable and over time growing ordinary dividend<br>payments, taking into account the previous year’s earnings as<br>well as the Company’s financial position and business outlook.<br>Nokia may also use share repurchases as a tool to manage its<br>capital structure through the reduction of capital and distribute<br>excess cash to the shareholders.<br>Distribution of funds<br>Nokia distributes funds to its shareholders in two ways: a) as<br>dividends from retained earnings and/or as assets from the<br>reserve for invested unrestricted equity, and b) by repurchasing<br>shares using funds in the unrestricted equity. The amount of<br>any distribution is limited to the Parent Company's distributable<br>funds and subject to its solvency, and may not exceed the<br>amount proposed by the Board of Directors.<br>Dividend and/or assets from the reserve for unrestricted<br>invested equity<br>For the financial year 2025<br>Nokia’s Board of Directors proposes to the Annual General<br>Meeting 2026 that no dividend is distributed by a resolution of<br>the AGM for the financial year ended on 31 December 2025.<br>Instead, the Board proposes to be authorized to decide, in its<br>discretion, on the distribution of an aggregate maximum of EUR<br>0.14 per share as dividend from the retained earnings and/or as<br>assets from the reserve for invested unrestricted equity. The<br>authorization would be used to distribute dividend and/or<br>assets from the reserve for invested unrestricted equity in four<br>installments during the period of validity of the authorization<br>unless the Board decides otherwise for a justified reason.<br>Distributions of dividend and/or assets from the reserve for<br>invested unrestricted equity are recognized as a reduction of<br>equity and a liability when the Board has decided on the<br>distribution. On the date of issuing the financial statements for<br>2025, the total number of Nokia shares is 5 742 239 696, based<br>on which the total amount of distribution would be EUR 804<br>million. The total number of shares includes the shares held by<br>the Parent Company which are not entitled to a distribution.<br>For the financial year 2024<br>The AGM in 2025 resolved to authorize the Board of Directors<br>to decide on the distribution of an aggregate maximum<br>of EUR 0.14 per share as dividend from the retained earnings<br>and/or as assets from the reserve of invested unrestricted<br>equity for the financial year 2024. The authorization was used<br>to distribute a dividend in four installments. During 2025, three<br>installments of dividend were distributed amounting to EUR<br>0.11 per share and EUR 593 million in total. The fourth<br>installment of EUR 0.03 per share and EUR 168 million in total<br>was paid in February 2026. The total amount of dividend paid<br>for the financial year 2024 was EUR 761 million.<br>For the financial year 2023<br>For the financial year 2023, a total dividend of EUR 709 million,<br>corresponding to EUR 0.13 per share, was paid.<br>Share buyback programs<br>November 2024 program<br>In November 2024, Nokia launched a share buyback program to<br>offset the dilutive effect of the acquisition of Infinera<br>completed on 28 February 2025. The repurchases commenced<br>on 25 November 2024 and ended on 2 April 2025. Nokia<br>repurchased in total 150 000 000 shares under the program of<br>which 130 813 954 shares were purchased in 2025. The<br>aggregate purchase price of all shares acquired under the<br>program was EUR 703 million, and the average price per share<br>was EUR 4.69.<br>The repurchases were funded using funds in the reserve for<br>invested unrestricted equity in accordance with the<br>authorization given to the Board of Directors by the AGM, and<br>hence the repurchases reduced Nokia's total unrestricted<br>equity. The repurchased shares were canceled in April 2025.<br>January 2024 program<br>In January 2024, Nokia’s Board of Directors initiated a share<br>buyback program targeting to return up to EUR 600 million of<br>cash to shareholders in tranches over a period of two years.<br>The purchases under the first phase of the program<br>commenced on 20 March 2024. In July 2024, Nokia announced<br>it had decided to accelerate the repurchases in a way that the<br>whole share buyback program would be completed by the end<br>of 2024. During the program, which ended on 21 November<br>2024, Nokia repurchased 157 646 220 shares. The aggregate<br>purchase price of all shares acquired was EUR 600 million, and<br>the average price per share was EUR 3.81.<br>The repurchases were funded using funds in the reserve for<br>invested unrestricted equity, and hence the repurchases<br>reduced Nokia’s total unrestricted equity. The repurchased<br>shares were canceled in December 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>241 Nokia in 2025 | |
| --- | |
| The 2022 program<br>In February 2022, Nokia’s Board of Directors initiated a share<br>buyback program targeting to return up to EUR 600 million of<br>cash to shareholders in tranches over a period of two years.<br>In the first phase of the program, which was launched on<br>11 February 2022 and which ended on 11 November 2022,<br>Nokia repurchased 63 963 583 shares. The aggregate purchase<br>price of all shares acquired in the first phase was EUR 300<br>million, and the average price per share was EUR 4.69. The<br>repurchased shares were canceled in December 2022.<br>In the second phase of the program, which was launched on<br>2 January 2023 and which ended on 10 November 2023, Nokia<br>repurchased 78 301 011 shares. The aggregate purchase price<br>of all shares acquired under the second phase of the program<br>was EUR 300 million, and the average price per share was EUR<br>3.83. The repurchased shares were canceled in November 2023.<br>The repurchases were funded using funds in the reserve for<br>invested unrestricted equity, and hence the repurchases<br>reduced Nokia’s total unrestricted equity.<br>Authorizations given to the Board of Directors<br>The following authorizations related to the issue and<br>repurchase of shares were given to the Board of Directors at<br>the AGM held on 29 April 2025.<br>Authorization to issue shares and special rights entitling to<br>shares<br>The shareholders authorized the Board to issue a maximum of<br>530 million shares, corresponding to less than 10% of the total<br>number of Nokia’s shares, through issuance of shares or special<br>rights entitling to shares in one or more issues during the<br>effective period of the authorization. The Board is authorized to<br>issue either new shares or shares held by Nokia. Shares and<br>special rights entitling to shares may be issued in deviation<br>from the shareholders’ pre-emptive rights within the limits set<br>by law. The authorization may be used to develop Nokia’s<br>capital structure, diversify the shareholder base, finance or<br>carry out acquisitions or other arrangements, settle Nokia’s<br>equity-based incentive plans or for other purposes resolved by<br>the Board of Directors.<br>The authorization is effective until 28 October 2026, and it<br>terminated the previous authorizations to issue shares and<br>special rights entitling to shares.<br>Authorization to repurchase shares<br>The shareholders authorized the Board to repurchase a<br>maximum of 530 million shares, corresponding to less than<br>10% of the total number of Nokia’s shares, using funds in the<br>unrestricted equity, which means that the repurchases will<br>reduce Nokia’s distributable funds. The price paid for the shares<br>under the authorization shall be based on the market price of<br>Nokia shares on the securities markets on the date of the<br>repurchase or a price otherwise formed in a competitive<br>process. Shares may be repurchased to be cancelled, held to be<br>reissued, transferred further or for other purposes resolved by<br>the Board of Directors. The Company may enter into derivative,<br>share lending or other arrangements customary in capital<br>market practice. The shares may be repurchased otherwise than<br>in proportion to the shares held by the shareholders. The Board<br>shall resolve on all other matters related to the repurchase of<br>Nokia shares.<br>The authorization is effective until 28 October 2026, and it<br>terminated the previous authorization to repurchase shares to<br>the extent that the Board has not previously resolved to<br>repurchase shares based on such authorization.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>242 Nokia in 2025 | |
| --- | |
| 5.2. Financial assets and liabilities<br>Accounting policies<br>Fair value<br>Fair value is the price that would be received to sell an asset<br>or paid to transfer a liability in an orderly transaction between<br>market participants at the measurement date. Financial<br>assets and liabilities measured at fair value are categorized<br>based on the availability of observable inputs used to<br>measure their fair value. Three hierarchical levels are based<br>on an increasing amount of judgment associated with the<br>inputs used to derive fair valuation for these assets and<br>liabilities, Level 1 being market values for exchange traded<br>products, Level 2 being primarily based on publicly available<br>market information and Level 3 requiring most management<br>judgment.<br>The fair value of an asset or a liability is measured using the<br>assumptions that market participants would use when pricing<br>the asset or liability, assuming that market participants act in<br>their economic best interest, by using quoted market rates,<br>discounted cash flow analyses and other appropriate<br>valuation models. Nokia uses valuation techniques that are<br>appropriate in the circumstances and for which sufficient<br>data is available to measure fair value, maximizing the use of<br>relevant observable inputs and minimizing the use of<br>unobservable inputs. At the end of each reporting period, all<br>financial assets and liabilities, that are either measured at fair<br>value on a recurring basis or for which fair values are<br>disclosed in the financial statements, are categorized within<br>the fair value hierarchy based on the lowest level input that is<br>significant to the fair value measurement as a whole.<br>Classification and measurement<br>Financial assets<br>Nokia classifies its financial assets that are debt instruments<br>in the following three categories: financial assets measured at<br>amortized cost, financial assets measured at fair value<br>through other comprehensive income, and financial assets<br>measured at fair value through profit and loss. The selection<br>of the appropriate category is made based on both Nokia’s<br>business model for managing the financial asset and on the<br>contractual cash flow characteristics of the asset. Equity<br>instruments and derivative financial assets are measured at<br>fair value through profit and loss.<br>Nokia’s business model for managing financial assets is defined<br>on a portfolio level. The business model must be observable on a<br>practical level by the way the business is managed. The cash<br>flows of financial assets measured at amortized cost are solely<br>payments of principal and interest. These assets are held within<br>a business model that has an objective to hold assets to collect<br>contractual cash flows. Financial assets measured at fair value<br>through other comprehensive income have cash flows that are<br>solely payments of principal and interest, and these assets are<br>held within a business model that has an objective that is<br>achieved both by holding financial assets to collect contractual<br>cash flows and selling financial assets. For these categories, a<br>loss allowance is calculated on a quarterly basis based on a<br>review of collectability (probability of default) and available<br>collateral (loss given default) for the asset, recorded as an<br>adjustment to the carrying amount of the asset and recognized<br>in other financial expenses in the income statement.<br>Financial assets measured at fair value through profit and loss<br>are assets that do not fall in either of the categories in the<br>paragraph above. Additionally, the accounting for financial assets<br>depends on whether the financial asset is part of a hedging<br>relationship (refer to Note 5.3. Derivative assets and liabilities).<br>All purchases and sales of financial assets are recorded on the<br>trade date, i.e. when Nokia commits to purchase or sell the<br>asset. All financial assets are initially measured at fair value and<br>subsequently remeasured according to their classification.<br>Subsequently, instruments classified as fair value through profit<br>or loss and instruments classified as fair value through other<br>comprehensive income are remeasured at fair value, while<br>instruments classified as amortized cost are remeasured using<br>the effective interest rate method. For instruments classified as<br>fair value through profit or loss, the fair value adjustments and<br>foreign exchange gains and losses are recognized in the income<br>statement either in other operating income and expenses or<br>financial income and expenses as determined by the purpose of<br>the instruments. For instruments classified as fair value through<br>other comprehensive income, changes in fair value are<br>recognized in the fair value reserve through other<br>comprehensive income (refer to Note 5.1. Equity).<br>For instruments classified as amortized cost, interest<br>calculated using the effective interest method, as well as<br>foreign exchange gains and losses, are recognized in financial<br>income and expenses in the income statement.<br>A financial asset is derecognized when substantially all the<br>risks and rewards related to the financial asset have been<br>transferred to a third party that assumes control of the<br>asset. On derecognition of a financial asset, the difference<br>between the carrying amount and the consideration received<br>is recognized in the income statement either in other<br>operating income and expenses or financial income and<br>expenses as determined by the purpose of the instrument.<br>The FIFO method is used to determine the cost basis of<br>financial assets at amortized cost that are disposed of.<br>Financial liabilities<br>Nokia classifies its financial liabilities as financial liabilities<br>measured at amortized cost except for derivative liabilities<br>and the conditional obligation related to Nokia Shanghai Bell,<br>which are classified as financial liabilities at fair value through<br>profit and loss.<br>All financial liabilities are initially recognized at fair value and,<br>in the case of borrowings and payables, net of transaction<br>costs. Financial liabilities are subsequently remeasured<br>according to their classification.<br>For financial liabilities measured at amortized cost, interest<br>calculated using the effective interest method, as well as<br>foreign exchange gains and losses, are recognized in financial<br>income and expenses in the income statement.<br>Financial liabilities are derecognized when the related<br>obligation is discharged, canceled or expired. Additionally, a<br>substantial modification of the terms of an existing financial<br>liability is accounted for as a derecognition of the original<br>financial liability and the recognition of a new financial liability.<br>On derecognition of a financial liability, the difference<br>between the carrying amount extinguished and the<br>consideration paid is recognized in financial income or<br>expenses in the income statement.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>243 Nokia in 2025 | |
| --- | |
| Fair value of financial instruments<br>2025 2024<br>Carrying amounts Fair value(1) Carrying amounts Fair value(1)<br>Fair value through profit or loss<br>Fair value<br>through other<br>comprehensive<br>income(2) Fair value through profit or loss<br>Fair value<br>through other<br>comprehensive<br>income(2)<br>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<br>Non-current interest-bearing financial investments 368 — — — — 368 377 457 — — — — 457 466<br>Venture funds and similar equity investments — — — 857 — 857 857 — — — 865 — 865 865<br>Other non-current financial assets 96 — 82 — 37 215 215 179 — 97 — 40 316 316<br>Other current financial assets 231 — — — 17 248 248 315 92 — — 25 432 432<br>Derivative assets(3)<br> — — 127 — — 127 127 — — 197 — — 197 197<br>Trade receivables(4)<br> — — — — 4 975 4 975 4 975 — — — — 5 248 5 248 5 248<br>Current interest-bearing financial investments 323 — 638 — — 961 962 486 — 1 175 — — 1 661 1 661<br>Cash and cash equivalents 4 647 — 815 — — 5 462 5 462 5 251 — 1 372 — — 6 623 6 623<br>Total financial assets 5 665 — 1 662 857 5 029 13 213 13 223 6 688 92 2 841 865 5 313 15 799 15 808<br>Long-term interest-bearing liabilities 2 329 — — — — 2 329 2 401 2 918 — — — — 2 918 2 986<br>Other long-term financial liabilities 28 — — 31 — 59 59 33 — — 45 — 78 78<br>Short-term interest-bearing liabilities 1 084 — — — — 1 084 1 083 969 — — — — 969 969<br>Other short-term financial liabilities(5) 46 — — 6 — 52 52 883 — — 488 — 1 371 1 371<br>Derivative liabilities(3)<br> — — 266 — — 266 266 — — 299 — — 299 299<br>Discounts without performance obligations(4) 294 — — — — 294 294 380 — — — — 380 380<br>Trade payables 2 978 — — — — 2 978 2 978 3 213 — — — — 3 213 3 213<br>Total financial liabilities 6 759 — 266 37 — 7 062 7 133 8 396 — 299 533 — 9 228 9 296<br>(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<br>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<br>maturity.<br>(2) No financial instruments measured at fair value through other comprehensive income are categorized in fair value hierarchy level 1 or level 3.<br>(3) For further information on derivative assets and liabilities, refer to Note 5.3. Derivative assets and liabilities.<br>(4) For further information on trade receivables and discounts without performance obligation, refer to Note 4.5. Trade receivables and other customer-related balances.<br>(5) In 2024, other financial liabilities included 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.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>244 Nokia in 2025 | |
| --- | |
| Financial assets<br>Interest-bearing financial investments<br>Nokia invests a portion of the corporate cash needed to cover<br>the projected cash outflows of its ongoing business operations<br>in highly liquid, interest-bearing investments. Interest-bearing<br>financial investments may include investments measured at<br>amortized cost and investments measured at fair value through<br>profit and loss.<br>Non-current interest-bearing financial investments are<br>investments in highly liquid corporate bonds that are long-term<br>in nature based on their initial maturity and are measured at<br>amortized cost using the effective interest method.<br>Current interest-bearing financial investments in bank deposits,<br>as well as fixed income and money market securities with an<br>initial maturity or put feature longer than three months, that<br>have characteristics of solely payments of principal and interest<br>and are not part of structured investments, are managed in a<br>portfolio with a business model of holding investments to<br>collect principal and interest and are measured at amortized<br>cost using the effective interest method. These investments are<br>executed with the main purpose of collecting contractual cash<br>flows and principal repayments. However, investments are sold<br>from time to time for liquidity management and market risk<br>mitigation purposes.<br>Current interest-bearing financial investments may also include<br>money market funds that do not qualify as cash equivalents,<br>investments acquired for trading purposes, investment<br>structures consisting of securities traded in combination with<br>derivatives with complementing and typically offsetting risk<br>factors and other investments that have cash flows not being<br>solely payments of principal and interest. These investments<br>are executed for capital appreciation and other investment<br>returns and can be sold at any time. These investments are<br>classified as fair value through profit or loss, with fair value<br>adjustments, foreign exchange gains and losses and realized<br>gains and losses recognized in financial income and expenses in<br>the income statement. The fair values of these investments are<br>based on publicly available market information.<br>Corporate cash investments in bank deposits used as collateral<br>for derivative transactions are measured at amortized cost<br>using the effective interest method.<br>Other financial assets<br>Other non-current financial assets include unlisted private<br>equity and unlisted venture fund investments, including<br>investments managed by NGP Capital which specializes in<br>growth-stage investing. These investments do not fulfill the<br>criteria of being solely payments of principal and interest and<br>they are classified as investments at fair value through profit<br>and loss. The fair value of these level 3 investments is<br>determined using one or more valuation techniques where the<br>use of the market approach generally consists of using<br>comparable market transactions, while the use of the income<br>approach generally consists of calculating the net present value<br>of expected future cash flows.<br>For unlisted funds, the selection of appropriate valuation<br>techniques by the fund managing partner may depend on the<br>availability and reliability of relevant inputs. In some cases, one<br>valuation technique may provide the best indication of fair value<br>while in other circumstances multiple valuation techniques may<br>be appropriate.<br>Inputs generally considered include the original transaction<br>price, recent transactions in the same or similar instruments,<br>completed or pending third-party transactions in the underlying<br>investment or comparable issuers, subsequent rounds of<br>financing, recapitalizations or other transactions undertaken by<br>the issuer, offerings in the equity or debt capital markets, and<br>changes in financial ratios or cash flows, adjusted as<br>appropriate for liquidity, credit, market and/or other risk<br>factors. The fair value may be adjusted to reflect illiquidity and/<br>or non-transferability, with the amount of such discount<br>estimated by the managing partner in the absence of market<br>information.<br>Level 3 investments are remeasured at each reporting date<br>taking into consideration any changes in estimates, projections<br>and assumptions, as well as any changes in economic and other<br>relevant conditions. These investments include approximately<br>50 separate venture funds investing in hundreds of individual<br>companies in various sectors and geographies, focusing on AI,<br>data infrastructure, digital health, software and enterprise<br>sectors.<br>Hence, specific estimates and assumptions used in the absence<br>of observable inputs do impact the fair value of individual<br>investments, but no individual input has a significant impact on<br>the aggregated fair value of level 3 investments.<br>Fair value adjustments, foreign exchange gains and losses, and<br>realized gains and losses from the disposal of these<br>investments are recognized in financial income.<br>From time to time Nokia may have investments in listed equity<br>shares classified as level 1 investments. These are exchange<br>traded products with quoted prices readily and regularly<br>available from an exchange representing actual and regularly<br>occurring market transactions on an arm’s length basis.<br>Other non-current financial assets also include restricted assets<br>and other receivables, customer financing-related loan<br>receivables (refer to Note 4.5. Trade receivables and other<br>customer-related balances) and certain other financial assets of<br>a long-term nature.<br>Restricted assets and other receivables include restricted bank<br>deposits primarily related to employee benefits as well as other<br>loan receivables measured at amortized cost using the effective<br>interest method.<br>The cash flows of certain other financial assets of a long-term<br>nature do not fulfill the criteria of being solely payments of<br>principal and interest. These investments are measured at fair<br>value using quoted market rates, discounted cash flow models<br>or other appropriate valuation methods as of the reporting date.<br>Fair value adjustments, foreign exchange gains and losses, and<br>realized gains and losses from the disposal of these investments<br>are mainly recognized in financial income and expenses.<br>Other current financial assets include the current part of other<br>non-current financial assets as well as short-term loan<br>receivables measured at amortized cost using the effective<br>interest method.<br>Cash and cash equivalents<br>Cash and cash equivalents include cash at bank and in hand as<br>well as highly liquid, fixed income and money market<br>investments that are readily convertible to known amounts of<br>cash with maturities at acquisition of three months or less, as<br>well as bank deposits with maturities or contractual call periods<br>at acquisition of three months or less. Due to the high credit<br>quality and short-term nature of these investments, there is an<br>insignificant risk of change in value. Investments in money<br>market funds that have a risk profile consistent with the<br>aforementioned criteria are also classified as cash equivalents.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>245 Nokia in 2025 | |
| --- | |
| Investments that have cash flows that are solely payments of<br>principal and interest are measured at amortized cost using the<br>effective interest method whereas all other investments are<br>classified as fair value through profit and loss, with fair value<br>adjustments and foreign exchange gains and losses recognized<br>in financial income and expenses. The fair values of these<br>investments are based on publicly available market information.<br>Financial liabilities<br>Interest-bearing liabilities<br>Interest-bearing liabilities are measured at amortized cost using<br>the effective interest method. Long-term and short-term<br>interest-bearing liabilities include issued bonds and other<br>borrowings. Short-term interest-bearing liabilities also include<br>the current portion of long-term interest-bearing liabilities and<br>collaterals for derivative transactions.<br>Other financial liabilities<br>In 2024, other financial liabilities included a liability related to<br>Nokia's share buyback program.<br>In 2024, other financial liabilities also included a liability related<br>to a contractual arrangement Nokia entered into with China<br>Huaxin Post & Telecommunication Economy Development<br>Center (China Huaxin), the non-controlling shareholder in Nokia<br>Shanghai Bell (NSB), in 2017. The arrangement provided China<br>Huaxin with the right to fully transfer its ownership interest in<br>NSB to Nokia and Nokia with the right to purchase China<br>Huaxin’s ownership interest in NSB. To reflect this, Nokia<br>derecognized the non-controlling interest in NSB and<br>recognized a level 3 financial liability.<br>This financial liability was measured based on the expected cash<br>settlement with any changes recorded in financial income and<br>expenses. The measurement of the financial liability involved<br>estimation of the acquisition price and the distribution of<br>excess cash balances. Unobservable valuation inputs included<br>certain financial performance metrics of NSB. No individual<br>input had a significant impact on the total fair value.<br>Trade payables<br>Trade payables are carried at invoiced amount in the statement<br>of financial position. Trade payables include balances payable to<br>suppliers under reverse factoring arrangements with financial<br>institutions. The related payments are classified as cash flows<br>from operating activities (refer to Note 5.4. Financial risk<br>management).<br>Interest-bearing loans and other borrowings<br>All borrowings presented in the table below are senior unsecured and have no financial covenants.<br>Carrying amount EURm(1)<br>Issuer/borrower Instrument Currency Nominal (million) Final maturity 2025 2024<br>Nokia Corporation EIB R&D Loan EUR 500 2/2025 — 500<br>Nokia Corporation NIB R&D Loan EUR 83 5/2025 — 83<br>Nokia Corporation 2.375% Senior Notes EUR 292 5/2025 — 292<br>Nokia Corporation 2.00% Senior Notes EUR 630 3/2026 630 624<br>Nokia Corporation 4.375% Senior Notes USD 500 6/2027 418 458<br>Nokia of America Corporation 6.50% Senior Notes USD 74 1/2028 63 71<br>Nokia Corporation 3.125% Senior Notes EUR 500 5/2028 490 487<br>Nokia of America Corporation 6.45% Senior Notes USD 206 3/2029 176 199<br>Nokia Corporation 4.375% Sustainability-linked Senior Notes(2) EUR 500 8/2031 503 513<br>Nokia Corporation NIB R&D Loan(3) EUR 250 10/2032 250 100<br>Nokia Corporation 6.625% Senior Notes USD 500 5/2039 417 455<br>Various Group companies Other borrowings(4)<br> 466 105<br>Total 3 413 3 887<br>(1) Carrying amount includes EUR 15 million of fair value losses (EUR 46 million in 2024) related to fair value hedge accounting relationships, including EUR 120 million of fair value<br>gains (EUR 137 million in 2024) related to discontinued fair value hedge accounting relationships that are amortized over the life of the respective senior notes.<br>(2) The bond has a one-time redemption premium at maturity of EUR 4 million in case Nokia does not meet its commitment to reduce its greenhouse gas (GHG) emissions (in tCO2e)<br>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<br>Performance Target in Nokia’s Sustainable Finance Framework that enables the issuance of sustainability-linked financing instruments.<br>(3) The loan from Nordic Investment Bank (NIB) is repayable in two installments in 2031 and 2032.<br>(4) At 31 December 2025, other borrowings contained the M&A loan of EUR 399 million, which was drawn to acquire China Huaxin's ownership interest in Nokia Shanghai Bell (NSB).<br>The loan has been fully repaid during January 2026.<br>Changes in level 3 financial assets and liabilities measured at fair value<br>2025 2024<br>EURm Financial assets Financial liabilities Financial assets Financial liabilities<br>1 January 865 (533) 779 (499)<br>Net (losses)/gains in income statement (66) (5) 40 (25)<br>Additions(1) 111 — 96 (13)<br>Deductions(1) (52) 501 (45) 16<br>Transfers out of level 3 — — (5) —<br>Other movements (1) — — (12)<br>31 December 857 (37) 865 (533)<br>(1) For level 3 financial assets, additions mainly include capital contributions to venture funds and deductions mainly include distributions from venture funds.<br>A net loss of EUR 70 million (net gain of EUR 17 million in 2024) related to level 3 financial instruments held at 31 December 2025 was<br>included in the profit and loss during 2025. In 2025, deductions in level 3 financial liabilities primarily relate to the purchase of China<br>Huaxin’s non-controlling ownership interest in NSB. Nokia had exercised its call option, outlined in NSB’s shareholders' agreement, in<br>2024, to initiate the process to become the sole shareholder in NSB. The purchase was completed in December 2025 with the cash<br>settlement amounting to EUR 501 million (the financial liability representing the estimated cash settlement was EUR 487 million in<br>2024).<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>246 Nokia in 2025 | |
| --- | |
| 5.3. Derivative assets and liabilities<br>Accounting policies<br>Fair value<br>All derivatives are recognized initially at fair value on the date<br>a derivative contract is entered into and subsequently<br>remeasured at fair value. The method of recognizing the<br>resulting gain or loss varies according to whether the<br>derivatives are designated and qualify under hedge accounting.<br>Foreign exchange forward contracts are valued at market-forward exchange rates. Changes in fair value are measured<br>by comparing these rates with the original contract-forward<br>rate. Currency options are valued at each reporting date by<br>using the Garman & Kohlhagen option valuation model.<br>Interest rate swaps and cross-currency swaps are valued<br>using the discounted cash flow method.<br>Hedge accounting<br>Nokia applies hedge accounting on certain foreign exchange<br>forward contracts, options or option strategies, and interest<br>rate derivatives. Qualifying options and option strategies<br>have zero net premium, or a net premium paid. For option<br>structures, the critical terms of the purchased and written<br>options are the same and the notional amount of the written<br>option component is not greater than that of the purchased<br>option.<br>In the fair valuation of foreign exchange forward contracts,<br>Nokia separates the forward element and considers it to be<br>the cost of hedging for foreign exchange forward contracts.<br>In the fair valuation of foreign exchange option contracts,<br>Nokia separates the time value and considers it to be the cost<br>of hedging for foreign exchange option contracts. In the fair<br>valuation of cross-currency swaps, Nokia separates the<br>foreign currency basis spread and considers it to be the cost<br>of hedging for cross-currency swaps.<br>Hedge effectiveness is assessed at inception and<br>subsequently on a quarterly basis during the hedge<br>relationship to ensure that an economic relationship exists.<br>As Nokia only enters in hedge relationships where the critical<br>terms match, the assessment of effectiveness is done on a<br>qualitative basis with no significant ineffectiveness expected.<br>Presentation in the statement of cash flows<br>The cash flows of a hedge are classified as cash flows from<br>operating activities in cases where the underlying hedged items<br>relate to Nokia’s operating activities. When a derivative contract<br>is accounted for as a hedge of an identifiable position relating to<br>financing or investing activities, the cash flows of the contract<br>are classified in the same way as the cash flows of the position<br>being hedged. Cash flows of derivatives used in hedging the<br>foreign exchange risk of Nokia’s cash position are presented in<br>cash flows from investing activities.<br>Cash flow hedges: hedging of forecast foreign currency<br>denominated sales and purchases<br>Nokia applies cash flow hedge accounting primarily to foreign<br>exchange exposure that arises from highly probable forecast<br>operative business transactions. The risk management strategy<br>is to hedge material net exposures (identified standard net sales<br>exposure minus identified standard costs exposure) by using<br>foreign exchange forwards and foreign exchange options in a<br>layered hedging style that follows defined hedging level ranges<br>and hedge maturities in quarterly time buckets. The hedged item<br>must be highly probable and present an exposure to variations in<br>cash flows that could ultimately affect profit or loss.<br>For qualifying foreign exchange forwards and foreign exchange<br>options, the change in fair value that reflects the change in spot<br>exchange rates on a discounted basis is recognized in hedging<br>reserve through other comprehensive income (refer to Note 5.1.<br>Equity). The changes in the forward element of the foreign<br>exchange forwards and the time value of the options that relate<br>to hedged items are deferred in the cost of hedging reserve<br>through other comprehensive income (refer to Note 5.1. Equity)<br>and are subsequently accounted for in the same way as the spot<br>element or intrinsic value.<br>In each quarter, Nokia evaluates whether the forecast sales and<br>purchases are still expected to occur. If a portion of the hedged<br>cash flow is no longer expected to occur, the hedge accounting<br>criteria are no longer met and all related deferred gains or losses<br>are derecognized from fair value and other reserves and<br>recognized in other operating income and expenses in the<br>income statement.<br>If the hedged cash flow ceases to be highly probable, but is<br>still expected to occur, accumulated gains and losses remain<br>in fair value and other reserves until the hedged cash flow<br>affects profit or loss.<br>Nokia’s risk management objective is to hedge forecast cash<br>flows until the related revenue has been recognized. Each<br>hedge relationship is discontinued during the quarter when<br>the hedge matures, which is also the quarter that it had been<br>designated to hedge. At this point, the accumulated gain or<br>loss of cash flow hedges is reclassified to other operating<br>income and expenses in the income statement. In cases<br>where the forecast amount of revenue is not recognized<br>during a quarter, the full accumulated gain or loss of cash<br>flow hedges designated for said quarter is still reclassified<br>and the portion related to forecast revenue that was not<br>recognized is disclosed as hedge ineffectiveness.<br>As cash flow hedges primarily mature in the same quarter as<br>the hedged item, there is no significant ineffectiveness<br>resulting from the time value of money. Nokia will validate the<br>magnitude of the impact of discounting related to the<br>amount of gain or loss recognized in fair value and other<br>reserves on a quarterly basis.<br>Cash flow and fair value hedges: hedging of foreign<br>exchange risk of future interest cash flows<br>Nokia also applies cash flow hedging to future interest cash<br>flows in foreign currency related to issued bonds. These<br>future interest cash flows are hedged with cross-currency<br>swaps that have been bifurcated and designated partly as fair<br>value hedges (see Fair value hedges: hedging of interest rate<br>exposure below) to hedge both the foreign exchange and<br>interest rate benchmark risk component of the issued bond,<br>and partly as cash flow hedges to hedge the foreign exchange<br>risk related to the remaining portion of interest cash flows on<br>the issued bond. The accumulated gain or loss for the part of<br>these cross-currency swaps designated as cash flow hedges<br>is initially recorded in hedging reserve through other<br>comprehensive income and reclassified to profit or loss at<br>the time when the related interest cash flows are settled.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>247 Nokia in 2025 | |
| --- | |
| Fair value hedges: hedging of interest rate exposure<br>Nokia applies fair value hedge accounting to reduce exposure<br>to fair value fluctuations of interest-bearing liabilities due to<br>changes in interest rates and foreign exchange rates. Nokia<br>uses interest rate swaps and cross-currency swaps aligned<br>with the hedged items to hedge interest rate risk and<br>associated foreign exchange risk.<br>Nokia has entered into long-term borrowings mainly at fixed<br>rates and has swapped most of them into floating rates in<br>line with a defined target interest profile. Nokia aims to<br>mitigate the adverse impacts from interest rate fluctuations<br>by continuously managing net interest exposure resulting<br>from financial assets and liabilities by setting appropriate risk<br>management benchmarks and risk limits. The hedged item is<br>identified as a proportion of the outstanding loans up to the<br>notional amount of the swaps as appropriate to achieve the<br>risk management objective. Nokia enters into interest rate<br>swaps that have similar critical terms to the hedged item,<br>such as reference rate, reset dates, payment dates,<br>maturities and notional amount and hence Nokia expects that<br>there will be no significant ineffectiveness. Nokia has not<br>entered into interest rate swaps where it would be paying<br>fixed rates.<br>Nokia’s borrowings are carried at amortized cost. Changes in<br>the fair value of derivatives designated and qualifying as fair<br>value hedges, together with any changes in the fair value of<br>hedged liabilities attributable to the hedged risk, are recorded<br>in financial income and expenses in the income statement.<br>Nokia separates the foreign currency basis spread from cross-currency swaps and excludes it from the hedged risk as cost<br>of hedging that is initially recognized and subsequently<br>measured at fair value and recorded in the cost of hedging<br>reserve through other comprehensive income. If a hedge<br>relationship no longer meets the criteria for hedge<br>accounting, hedge accounting ceases, the cost of hedging<br>recorded in the cost of hedging reserve is immediately<br>expensed and any fair value adjustments made to the carrying<br>amount of the hedged item while the hedge was effective are<br>recognized in financial income and expenses in the income<br>statement based on the effective interest method.<br>Hedges of net investments in foreign operations<br>Nokia applies hedge accounting for its foreign currency hedging<br>of selected net investments. The hedged item can be an amount<br>equal to or less than the carrying amount of the net assets of<br>the foreign operation in the statement of financial position. The<br>risk management strategy is to protect the euro counter value<br>of the portion of this exposure expected to materialize as non-euro cash repatriation in the foreseeable future.<br>For qualifying foreign exchange forwards, foreign exchange<br>options and option strategies, the change in fair value that<br>reflects the change in spot exchange rates is recognized in<br>translation differences in shareholders’ equity (refer to Note 5.1.<br>Equity). The changes in the forward element of foreign exchange<br>forwards as well as the changes in the time value of options<br>(collectively known as the “cost of hedging”) is recognized in the<br>cost of hedging reserve through other comprehensive income.<br>The cost of hedging at the date of designation of the foreign<br>exchange forward or option contract as a hedging instrument is<br>amortized to financial income and expenses in the income<br>statement over the duration of the contract. Hence, in each<br>reporting period, the change in fair value of the forward element<br>of the foreign exchange forward contract or the time value of the<br>option contract is recorded in the cost of hedging reserve through<br>other comprehensive income, while the amortization amount is<br>reclassified from the cost of hedging reserve to profit or loss.<br>The cumulative amount or proportionate share of changes in<br>the fair value of qualifying hedges deferred in translation<br>differences is recognized as gain or loss on disposal of all or part<br>of a foreign subsidiary.<br>Derivatives not designated in hedge accounting<br>relationships carried at fair value through profit and loss<br>For derivatives not designated under hedge accounting, but<br>hedging identifiable forecast exposures such as anticipated<br>foreign currency denominated sales and purchases, the gains<br>and losses are recognized in other operating income and<br>expenses in the income statement. The gains and losses on<br>all other derivatives not designated under hedge accounting<br>are recognized in financial income and expenses.<br>Embedded derivatives included in contracts are identified and<br>monitored by Nokia. For host contracts that are not financial<br>assets containing embedded derivatives that are not closely<br>related, the embedded derivatives are separated and<br>measured at fair value at each reporting date with changes in<br>fair value recognized in financial income and expenses in the<br>income statement. For host contracts that are financial<br>assets containing embedded derivatives, the whole contract<br>is measured at fair value at each reporting date with changes<br>in fair value recognized in financial income and expenses in<br>the income statement.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>248 Nokia in 2025 | |
| --- | |
| Derivatives<br>2025 2024<br>Assets Liabilities Assets Liabilities<br>EURm Fair value(1) Notional(2) Fair value(1) Notional(2) Fair value(1) Notional(2) Fair value(1) Notional(2)<br>Cash flow hedges<br>Foreign exchange forward contracts 30 807 (5) 351 7 381 (19) 733<br>Currency options bought 4 563 — — — 90 — —<br>Cash flow and fair value hedges(3)<br>Cross-currency swaps — — (178) 851 15 241 (97) 722<br>Fair value hedges<br>Interest rate swaps 22 1 255 (3) 375 28 1 130 (10) 792<br>Hedges on net investment in foreign subsidiaries<br>Foreign exchange forward contracts 1 88 (2) 460 3 527 (8) 971<br>Derivatives not designated in hedge accounting relationships carried at fair value through profit and loss<br>Foreign exchange forward contracts 65 5 184 (70) 3 815 110 7 129 (165) 6 124<br>Currency options bought — — — — 15 770 — —<br>Embedded derivatives(4) 5 311 (8) 183 19 996 — —<br>Total 127 8 208 (266) 6 035 197 11 264 (299) 9 342<br>(1) Included in other current financial assets and other financial liabilities in the statement of financial position.<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 other<br>contracts.<br>(3) Cross-currency swaps have been designated partly as fair value hedges and partly as cash flow hedges.<br>(4) Embedded derivatives are related to customer contracts.<br>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<br>and cash flow hedge accounting, and interest rate swaps as hedges under fair value hedge accounting at 31 December:<br> Notional (million in currency) Fair value EURm<br> Entity Instrument Currency Maturity 2025 2024 2025 2024<br> Nokia Corporation Interest rate swaps EUR 5/2025 — 292 — 3<br> Nokia Corporation Interest rate swaps EUR 3/2026 630 630 8 (1)<br> Nokia Corporation Cross-currency swaps USD 6/2027 500 500 (29) 9<br> Nokia Corporation Interest rate swaps EUR 5/2028 500 500 (2) (7)<br> Nokia Corporation Interest rate swaps EUR 8/2031 500 500 13 22<br> Nokia Corporation Cross-currency swaps USD 5/2039 500 500 (149) (92)<br> Total (159) (66)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>249 Nokia in 2025 | |
| --- | |
| 5.4. Financial risk management<br>General risk management principles<br>Nokia has a systematic and structured approach to risk<br>management. Key risks and opportunities are primarily<br>identified against business targets either in business operations<br>or as an integral part of strategy and financial planning. Risk<br>management covers strategic, operational, financial, compliance<br>and reputational risks. Key risks and opportunities are analyzed,<br>managed and monitored as part of business performance<br>management. The principles documented in the Nokia<br>Enterprise Risk Management Policy, which is approved by the<br>Audit Committee of the Board, require risk management and its<br>elements to be integrated into key processes. One of the core<br>principles is that the business or function head is also the risk<br>owner, although all employees are responsible for identifying,<br>analyzing and managing risks, as appropriate, given their roles<br>and duties. Nokia’s overall risk management concept is based on<br>managing the key risks that would prevent Nokia from meeting<br>its objectives, rather than focusing on eliminating risks. In<br>addition to the principles defined in the Nokia Enterprise Risk<br>Management Policy, other key policies and operating<br>procedures reflect the implementation of specific aspects of<br>risk management, including financial risk management.<br>Financial risks<br>The objective for treasury activities is to guarantee sufficient<br>funding at all times and to identify, evaluate and manage<br>financial risks. Treasury activities support this aim by mitigating<br>the adverse effects on the profitability of the underlying<br>business caused by fluctuations in the financial markets, and by<br>managing the capital structure by balancing the levels of liquid<br>assets and financial borrowings. Treasury activities are<br>governed by the Nokia Treasury Policy approved by the<br>President and CEO, which provides principles for overall<br>financial risk management and determines the allocation of<br>responsibilities for financial risk management activities.<br>Operating procedures approved by the Chief Financial Officer<br>(CFO) cover specific areas such as foreign exchange risk,<br>interest rate risk, credit risk and liquidity risk, as well as the use<br>of derivative financial instruments in managing these risks.<br>Nokia is risk averse in its treasury activities.<br>Financial risks are divided into market risk covering foreign<br>exchange risk and interest rate risk, financial credit risk, and<br>liquidity risk.<br>Market risk<br>Foreign exchange risk<br>Nokia operates globally and is exposed to transaction and<br>translation foreign exchange risks. The objective of foreign<br>exchange risk management is to mitigate adverse impacts from<br>foreign exchange fluctuations on Nokia’s profitability and cash<br>flows. Treasury applies a global portfolio approach to manage<br>foreign exchange risks within approved guidelines and limits.<br>Transaction risk arises from foreign currency denominated<br>assets and liabilities together with foreign currency denominated<br>future cash flows. Transaction exposures are managed in the<br>context of various functional currencies of Group companies.<br>Material transactional foreign exchange exposures are hedged,<br>unless hedging would be uneconomical due to market liquidity<br>and/or hedging cost. Exposures are defined using transaction<br>nominal values. Exposures are mainly hedged with derivative<br>financial instruments, such as foreign exchange forward<br>contracts and foreign exchange options with most of the<br>hedging instruments having a duration of less than a year.<br>A layered hedging approach is typically used for hedging of<br>highly probable forecast foreign currency denominated cash<br>flows with quarterly hedged items defined based on set hedge<br>ratio ranges for each successive quarter. Hedged items defined<br>for successive quarters are hedged with foreign exchange<br>forward contracts and foreign exchange options with a hedge<br>ratio of 1:1. Hedging level ranges are adjusted on a monthly<br>basis including hedging instrument designation and<br>documentation as appropriate. In cases where hedges exceed<br>the hedge ratio range for any specific quarter, the hedge<br>portfolio for that specific quarter is adjusted accordingly.<br>As Nokia has entities where the functional currency is other than<br>the euro, the shareholders’ equity is exposed to fluctuations in<br>foreign exchange rates. Changes in shareholders’ equity caused<br>by movements in foreign exchange rates are shown as currency<br>translation differences in the consolidated financial statements.<br>The risk management strategy is to protect the euro counter<br>value of the portion of this exposure expected to materialize as<br>foreign currency repatriation cash flows in the foreseeable<br>future. Exposures are mainly hedged with derivative financial<br>instruments, such as foreign exchange forward contracts and<br>foreign exchange options with most of the hedging instruments<br>having a duration of less than a year. Hedged items are defined<br>based on conservative expectations of repatriation cash flows<br>based on a range of considerations. Net investment exposures<br>are reviewed, hedged items designated, and hedging levels<br>adjusted at minimum on a quarterly basis with a hedge ratio of<br>1:1. Additionally, hedging levels are adjusted whenever there are<br>significant events impacting expected repatriation cash flows.<br>The foreign exchange risk arising from foreign currency<br>denominated interest-bearing liabilities is primarily hedged<br>using cross-currency swaps that are also used to manage<br>Nokia’s interest rate profile (refer to the interest rate risk<br>section below).<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>250 Nokia in 2025 | |
| --- | |
| Notional amounts in currencies that represent a significant portion of the currency mix in outstanding financial instruments and other hedged items at 31 December:<br>2025 2024<br>EURm USD(1) CNY INR JPY USD(1) CNY INR GBP<br>Foreign exchange exposure designated as hedged item for cash flow hedging, net(2) 1 138 (201) (215) 252 450 (220) (175) 222<br>Foreign exchange exposure designated as hedged item for net investment hedging(3)<br> — 218 25 — 135 783 208 152<br>Foreign exchange exposure from interest-bearing liabilities(4) (723) — — — (786) — — —<br>Foreign exchange exposure from items on the statement of financial position, excluding interest-bearing liabilities, net 1 460 (229) (673) 189 1 296 (822) (718) (100)<br>Other foreign exchange derivatives, carried at fair value through profit and loss, net(5) (940) 191 341 (232) 676 813 200 83<br>(1) Includes foreign exchange exposures from US dollar pegged currencies.<br>(2) Includes foreign exchange exposures 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<br>hedged.<br>(3) Includes net investment exposures in foreign operations. These underlying exposures have been hedged.<br>(4) Includes interest-bearing liabilities that have been hedged with cross-currency swaps and foreign exchange forwards. Refer to Note 5.3. Derivative assets and liabilities.<br>(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.<br>Effects of hedge accounting on the financial position and performance<br>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 assets and liabilities. The effect of these programs<br>on Nokia’s financial position and performance at 31 December:<br>EURm Cash flow hedges(1) Net investment hedges(1) Fair value and cash flow hedges(1)<br>2025<br>Carrying amount of hedging instruments 29 (2) (180)<br>Notional amount of hedging instruments (1 594) (547) 2 481<br>Notional amount of hedged items 1 594 547 (2 481)<br>Change in intrinsic value of hedging instruments since 1 January 120 112 34<br>Change in value of hedged items used to determine hedge effectiveness (116) (112) (31)<br>2024<br>Carrying amount of hedging instruments (12) (5) (88)<br>Notional amount of hedging instruments (1 043) (1 498) 2 885<br>Notional amount of hedged items 1 043 1 498 (2 885)<br>Change in intrinsic value of hedging instruments since 1 January (3) (39) 10<br>Change in value of hedged items used to determine hedge effectiveness 6 39 (13)<br>(1) No significant ineffectiveness has been recorded during the periods presented and economic relationships have been fully effective.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>251 Nokia in 2025 | |
| --- | |
| The methodology for assessing foreign exchange risk<br>exposures: Value-at-Risk<br>Nokia uses the Value-at-Risk (VaR) methodology to assess<br>exposures to foreign exchange risks. The VaR-based<br>methodology provides estimates of potential fair value losses in<br>market risk-sensitive instruments as a result of adverse<br>changes in specified market factors, at a specified confidence<br>level over a defined holding period. Nokia calculates the foreign<br>exchange VaR using the Monte Carlo method, which simulates<br>random values for exchange rates in which Nokia has exposures<br>and takes the non-linear price function of certain derivative<br>instruments into account. The VaR is determined using<br>volatilities and correlations of rates and prices estimated from a<br>sample of historical market data, at a 95% confidence level,<br>using a one-month holding period. To put more weight on<br>recent market conditions, an exponentially weighted moving<br>average is performed on the data with an appropriate decay<br>factor. This model implies that, within a one-month period, the<br>potential loss will not exceed the VaR estimate in 95% of<br>possible outcomes.<br>In the remaining 5% of possible outcomes, the potential loss<br>will be at minimum equal to the VaR figure and, on average,<br>substantially higher. The VaR methodology relies on a number<br>of assumptions, which include the following: risks are measured<br>under average market conditions, changes in market risk<br>factors follow normal distributions, future movements in<br>market risk factors are in line with estimated parameters and<br>the assessed exposures do not change during the holding<br>period. Thus, it is possible that, for any given month, the<br>potential losses at a 95% confidence level are different and<br>could be substantially higher than the estimated VaR.<br>The VaR calculation includes foreign currency denominated<br>monetary financial instruments, such as current financial<br>investments, loans and trade receivables, cash, and loans and<br>trade payables; foreign exchange derivatives carried at fair<br>value through profit and loss that are not in a hedge<br>relationship and are mostly used to hedge the statement of<br>financial position foreign exchange exposure, as well as<br>embedded derivatives; and foreign exchange derivatives<br>designated as forecast cash flow hedges, fair value hedges and<br>net investment hedges as well as the exposures designated, as<br>hedged items for these hedge relationships.<br>The VaR risk measures for Nokia’s sensitivity to foreign exchange risks are presented in the Total VaR column and the simulated<br>impact to financial statements is presented in the profit, other comprehensive income (OCI) and cumulative translation adjustment<br>(CTA) columns in the table below.<br>2025 2024<br>Simulated impact on financial statements Simulated impact on financial statements<br>EURm Total VaR Profit OCI CTA Total VaR Profit OCI CTA<br>31 December 12 10 15 — 36 40 23 —<br>Average for the year 25 19 37 — 19 15 21 —<br>Range for the year 12-41 10-34 13-56 0-0 8-36 9-40 11-25 0-0<br>The most significant foreign exchange hedging instruments under cash flow, net investment and fair value hedge accounting at 31<br>December:<br>Maturity breakdown of notional<br>amounts (EURm)(1)<br>Currency<br>Fair value<br>(EURm)<br>Weighted<br>average hedged<br>rate<br>Total<br>Within 3<br>months<br>Between 3 and<br>12 months<br>2025<br>Cash flow hedge accounting GBP — 0.8654 (151) (38) (113)<br>JPY 15 171.7178 (169) (27) (142)<br>USD 9 1.1599 (1 125) (266) (859)<br>Net investment hedge accounting CNY (1) 8.2658 (218) (218) —<br>2024<br>Cash flow hedge accounting GBP (5) 0.8423 (222) (69) (153)<br>USD (11) 1.0670 (459) (170) (289)<br>Net investment hedge accounting CNY (6) 7.6474 (783) (783) —<br>INR — 88.8518 (208) (186) (22)<br>(1) Negative notional amounts indicate that hedges sell currency, and positive notional amounts indicate that hedges buy currency.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>252 Nokia in 2025 | |
| --- | |
| Interest rate risk<br>Nokia is exposed to interest rate risk either through market<br>value fluctuations of items on the statement of financial<br>position (price risk) or through changes in interest income or<br>expenses (refinancing or reinvestment risk). Interest rate risk<br>mainly arises through interest-bearing liabilities and assets.<br>Estimated future changes in cash flows and the structure of the<br>statement of financial position also expose Nokia to interest<br>rate risk.<br>The objective of interest rate risk management is to mitigate<br>adverse impacts arising from interest rate fluctuations on the<br>income statement, cash flow and financial assets and liabilities<br>while taking into consideration Nokia’s target capital structure<br>and the resulting net interest rate exposure. Nokia has entered<br>into long-term borrowings mainly at fixed rates and swapped<br>most of them into floating rates, in line with a defined target<br>interest profile. Nokia has not entered into interest rate swaps<br>where it would be paying fixed rates. Nokia aims to mitigate the<br>adverse impacts from interest rate fluctuations by continuously<br>managing net interest rate exposure arising from financial<br>assets and liabilities, by setting appropriate risk management<br>benchmarks and risk limits.<br>Treasury monitors and manages interest rate exposure centrally.<br>Nokia uses selective sensitivity analyses to assess and measure<br>interest rate exposure arising from interest-bearing assets,<br>interest-bearing liabilities and related derivatives. Sensitivity<br>analysis determines an estimate of potential fair value changes<br>in market risk-sensitive instruments by varying interest rates in<br>currencies in which Nokia has material amounts of financial<br>assets and liabilities while keeping all other variables constant.<br>Sensitivities to credit spreads are not reflected in the sensitivity<br>analysis.<br>Interest rate profile of items under interest rate risk management at 31 December:<br>2025 2024<br>EURm Fixed rate Floating rate(1) Fixed rate Floating rate(1)<br>Non-current interest-bearing financial investments 368 — 457 —<br>Current interest-bearing financial investments 172 789 133 1 528<br>Cash and cash equivalents 55 5 407 54 6 569<br>Interest-bearing liabilities (3 145) (268) (3 150) (737)<br>Financial assets and liabilities before derivatives (2 550) 5 928 (2 506) 7 360<br>Interest rate derivatives 2 322 (2 322) 2 820 (2 820)<br>Financial assets and liabilities after derivatives (228) 3 606 314 4 540<br>(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>management.<br>Nokia’s sensitivity to interest rate exposure in the investment and debt portfolios is presented in the fair value column in the table<br>below with simulated impact to the financial statements presented in the profit and other comprehensive income (OCI) columns.<br>2025 2024<br>Impact on Impact on Impact on Impact on Impact on Impact on<br>EURm fair value profit OCI fair value profit OCI<br>Interest rates - increase by 100 basis points 9 3 1 3 4 —<br>Interest rates - decrease by 100 basis points (9) (3) (1) (2) (5) —<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>253 Nokia in 2025 | |
| --- | |
| Credit risk<br>Credit risk refers to the risk that a counterparty will default on<br>its contractual obligations resulting in financial loss to Nokia.<br>Credit risk arises from credit exposures to customers, including<br>outstanding receivables, financial guarantees and committed<br>transactions, as well as financial institutions, including bank and<br>cash, fixed income and money market investments, and<br>derivative financial instruments. Credit risk is managed<br>separately for business-related and financial credit exposures.<br>Financial instruments contain an element of risk resulting from<br>changes in the market price due to counterparties becoming<br>less creditworthy or risk of loss due to counterparties being<br>unable to meet their obligations. Financial credit risk is<br>measured and monitored centrally by Treasury. Financial credit<br>risk is managed actively by limiting counterparties to a<br>sufficient number of major banks and financial institutions, and<br>by monitoring the creditworthiness and the size of exposures<br>continuously. Additionally, Nokia enters into netting<br>arrangements with all major counterparties, which give the right<br>to offset in the event that the counterparty would not be able to<br>fulfill its obligations. Nokia enters into collateral agreements<br>with most counterparties, which require counterparties to post<br>collateral against derivative receivables.<br>Investment decisions are based on strict creditworthiness and<br>maturity criteria as defined in the Treasury-related policies and<br>procedures. As a result of this investment policy approach and<br>active management of outstanding investment exposures,<br>Nokia has not been subject to any material credit losses in its<br>financial investments in the years presented. Due to the high<br>credit quality of Nokia’s financial investments, the expected<br>credit loss for these investments is deemed insignificant based<br>on 12 months’ expected credit losses at 31 December 2025. For<br>information on expected credit losses for customer-related<br>balances, refer to Note 4.5. Trade receivables and other<br>customer-related balances.<br>Nokia has restricted bank deposits primarily related to employee<br>benefits of EUR 61 million (EUR 114 million in 2024) that are<br>presented in other non-current financial assets. Nokia has<br>assessed the counterparty credit risk for these financial assets<br>and concluded that expected credit losses are not significant.<br>Outstanding non-current and current interest-bearing financial investments, cash equivalents and cash classified by credit rating<br>grades ranked in line with S&P Global Ratings categories at 31 December:<br>Cash equivalents and interest-bearing financial investments<br>EURm Rating(1) Cash<br>Due within 3<br>months<br>Due between 3<br>and 12 months<br>Due between 1<br>and 3 years<br>Due between 3<br>and 5 years<br>Due beyond 5<br>years Total(2)(3)<br>2025 AAA — 789 — 11 — — 800<br>AA+ – AA- 938 273 — 34 6 — 1 251<br>A+ – A- 1 654 1 874 106 365 57 303 4 359<br>BBB+ – BBB- 104 69 8 64 3 — 248<br>Other 120 13 — — — — 133<br>Total 2 816 3 018 114 474 66 303 6 791<br>2024 AAA — 1 496 — 8 — — 1 504<br>AA+ – AA- 720 727 12 27 6 — 1 492<br>A+ – A- 2 004 2 346 380 241 157 102 5 230<br>BBB+ – BBB- 48 244 15 63 26 — 396<br>Other 117 2 — — — — 119<br>Total 2 889 4 815 407 339 189 102 8 741<br>(1) Bank Parent Company ratings are used here for bank groups. Actual bank subsidiary ratings may differ from the Bank Parent Company rating.<br>(2) Non-current and current interest-bearing financial investments and cash equivalents include bank deposits, structured deposits, investments in money market funds and<br>investments in fixed income instruments.<br>(3) Instruments that include a call feature have been presented at their final maturities. Instruments that are contractually due beyond three months include EUR 495 million (EUR 306<br>million in 2024) of instruments that have a call period of less than three months.<br>The following table sets out financial assets and liabilities subject to offsetting under enforceable master netting agreements and<br>similar arrangements at 31 December. To reconcile the items presented to the statement of financial position, items that are not<br>subject to offsetting would need to be included, refer to Note 5.3. Derivative assets and liabilities.<br>Related amounts not set off in the statement of financial position<br>EURm<br>Net amounts of financial assets/<br>(liabilities) presented in the<br>statement of financial position<br>Financial instruments<br> assets/(liabilities)<br>Cash collateral<br> (received)/pledged Net amount<br>2025<br>Derivative assets 121 (103) (17) 1<br>Derivative liabilities (258) 103 148 (7)<br>Total (137) — 131 (6)<br>2024<br>Derivative assets 178 (143) (33) 2<br>Derivative liabilities (296) 143 147 (6)<br>Total (118) — 114 (4)<br>The financial instruments subject to enforceable master netting agreements and similar arrangements are not offset in the statement<br>of financial position as there is no intention to settle net or realize the asset and settle the liability simultaneously.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>254 Nokia in 2025 | |
| --- | |
| Liquidity risk<br>Liquidity risk is defined as financial distress or extraordinarily<br>high financing costs arising from a shortage of liquid funds in a<br>situation where outstanding debt needs to be refinanced or<br>where business conditions unexpectedly deteriorate and require<br>financing. Transactional liquidity risk is defined as the risk of<br>executing a financial transaction below fair market value or not<br>being able to execute the transaction at all within a specific<br>period of time. The objective of liquidity risk management is to<br>maintain sufficient liquidity, and to ensure that it is readily<br>available without endangering its value in order to avoid<br>uncertainty related to financial distress at all times.<br>Nokia aims to secure sufficient liquidity at all times through<br>efficient cash management and by investing primarily in highly<br>liquid money market investments. Depending on its overall<br>liquidity position, Nokia may pre-finance or refinance upcoming<br>debt maturities before contractual maturity dates. The<br>transactional liquidity risk is minimized by entering into<br>transactions where proper two-way quotes can be obtained<br>from the market. Nokia aims to ensure flexibility in funding by<br>maintaining committed and uncommitted credit lines.<br>Nokia's trade payables include balances payable to suppliers<br>under reverse factoring arrangements with financial<br>institutions. These balances are classified as trade payables<br>since the payments are made to the banks on very similar terms<br>as to suppliers. Possible extensions to payment terms beyond<br>the due dates agreed with suppliers are insignificant and there<br>are no special guarantees securing the payments to be made.<br>These arrangements do not result in a significant liquidity risk<br>given the limited amount of liabilities subject to supplier finance<br>arrangements and Nokia's access to other sources of finance.<br>Liabilities under supplier finance arrangements at 31 December:<br>Carrying amount of liabilities (EURm) 2025 2024<br>Presented within trade payables 861 564<br>Of which suppliers have received payment 241 250<br>Range of payment due dates after invoice date (days) 2025 2024<br>Liabilities that are part of the arrangements 60-120 60-90<br>Comparable trade payables that are not part of<br>an arrangement 30-120 30-120<br>Nokia’s significant credit facilities and funding programs at 31 December:<br>Utilized (million)<br>Committed/uncommitted Financing arrangement Currency Nominal (million) 2025 2024<br>Committed Revolving Credit Facility(1) EUR 2 000 — —<br>Committed EIB R&D Loan Facility(2) EUR 435 — —<br>Uncommitted Finnish Commercial Paper Programme EUR 750 — —<br>Uncommitted Euro-Commercial Paper Programme EUR 1 500 — —<br>Uncommitted Euro Medium Term Note Programme(3) EUR 5 000 1 630 1 922<br>Total 1 630 1 922<br>(1) On 31 December 2025, Nokia had committed Revolving Credit Facilities (RCF) with nominal values of EUR 1 500 million maturing in June 2030 (with two one-year extension<br>options) and EUR 500 million maturing in March 2027 (with a one-year extension options). On 3 March 2026, Nokia voluntarily canceled the EUR 500 million RCF with the effective<br>date of 6 March 2026.<br>(2) The availability period of the loan facility ends in December 2027.<br>(3) All euro-denominated bonds have been issued under the Euro Medium Term Note Programme.<br>Certain changes in financial liabilities do not have a direct impact on Nokia’s liquidity position. A disaggregation of cash and non-cash<br>changes in lease liabilities, interest-bearing liabilities and associated derivatives arising from financing activities has been presented in<br>the table below.<br>EURm<br>Long-term<br>interest-bearing<br>liabilities<br>Short-term<br>interest-bearing<br>liabilities<br>Derivatives held to<br>hedge long-term<br>borrowings(1) Lease liabilities(2) Total<br>1 January 2025 2 918 969 88 863 4 838<br>Cash flows (724) 360 — (221) (585)<br>Non-cash changes:<br>Acquisitions through business combinations — 6 — 57 63<br>Changes in foreign exchange rates (124) (3) 99 (41) (69)<br>Changes in fair value 13 — (7) — 6<br>Reclassification between long-term and short-term 246 (246) — — —<br>Additions(3) — — — 342 342<br>Other — (2) — — (2)<br>31 December 2025 2 329 1 084 180 1 000 4 593<br>1 January 2024 3 637 554 174 997 5 362<br>Cash flows (361) (6) — (225) (592)<br>Non-cash changes:<br>Changes in foreign exchange rates 64 2 (49) 15 32<br>Changes in fair value (5) — (37) — (42)<br>Reclassification between long-term and short-term (417) 417 — — —<br>Liabilities associated with assets held for sale — — — (30) (30)<br>Additions(3) — — — 117 117<br>Other — 2 — (11) (9)<br>31 December 2024 2 918 969 88 863 4 838<br>(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>identifiable long-term borrowing exposures.<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 operation.<br>(3) Includes new lease contracts, modifications and remeasurements of existing lease contracts as well as impacts from early terminations of lease contracts.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>255 Nokia in 2025 | |
| --- | |
| 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<br>commitments given and obtained. The line-by-line analysis does not directly reconcile with the statement of financial position.<br>2025 2024<br>Due Due<br>EURm<br>within 3<br>months<br>between 3<br>and 12<br>months<br>between 1<br>and 3 years<br>between 3<br>and 5 years<br>beyond 5<br>years Total<br>within 3<br>months<br>between 3<br>and 12<br>months<br>between 1<br>and 3 years<br>between 3<br>and 5 years<br>beyond 5<br>years Total<br>Non-current financial assets<br>Non-current interest-bearing financial investments 2 4 373 17 — 396 3 5 359 129 — 496<br>Other non-current financial assets(1)<br> — — 46 1 43 90 — — 57 8 48 113<br>Current financial assets<br>Other current financial assets excluding derivatives(1) 140 90 — — — 230 318 99 — — — 417<br>Current interest-bearing financial investments(2) 870 93 — — — 963 1 390 279 — — — 1 669<br>Cash and cash equivalents(2) 4 989 134 145 10 244 5 522 6 351 114 80 83 25 6 653<br>Cash flows related to derivative financial assets net settled:<br>Derivative contracts – receipts 2 9 9 8 8 36 (6) 3 (1) (1) 4 (1)<br>Cash flows related to derivative financial assets gross settled:<br>Derivative contracts – receipts 4 543 1 792 352 — — 6 687 5 492 2 471 1 081 114 — 9 158<br>Derivative contracts – payments (4 505) (1 773) (341) — — (6 619) (5 428) (2 416) (1 017) (106) — (8 967)<br>Trade receivables 4 275 864 39 — — 5 178 4 529 933 39 — — 5 501<br>Non-current financial and lease liabilities<br>Long-term interest-bearing liabilities (8) (101) (1 181) (301) (1 454) (3 045) (21) (103) (1 345) (926) (1 441) (3 836)<br>Long-term lease liabilities — — (315) (205) (467) (987) — — (294) (172) (266) (732)<br>Other non-current financial liabilities (11) — (9) (8) — (28) (12) — (23) (10) — (45)<br>Current financial and lease liabilities<br>Short-term interest-bearing liabilities (1 095) (3) — — — (1 098) (603) (386) — — — (989)<br>Short-term lease liabilities (71) (169) — — — (240) (64) (175) — — — (239)<br>Other financial liabilities excluding derivatives(3) (3) (7) — — — (10) (490) (2) — — — (492)<br>Cash flows related to derivative financial liabilities net settled:<br>Derivative contracts – payments (4) 1 1 — — (2) (2) (14) (10) 3 — (23)<br>Cash flows related to derivative financial liabilities gross settled:<br>Derivative contracts – receipts 3 635 711 801 56 665 5 868 5 517 1 400 965 160 784 8 826<br>Derivative contracts – payments (3 675) (727) (835) (59) (705) (6 001) (5 635) (1 458) (1 013) (174) (777) (9 057)<br>Discounts without performance obligations (124) (145) (20) — (5) (294) (222) (149) (6) (3) — (380)<br>Trade payables (2 841) (102) (35) — — (2 978) (3 049) (126) (25) (12) (1) (3 213)<br>Commitments given and obtained<br>Loan commitments given undrawn(4) (4) (3) — — — (7) (5) (6) — — — (11)<br>Loan commitments obtained undrawn(5) (1) (3) 928 1 496 — 2 420 (1) 148 1 410 — — 1 557<br>Investment commitments given undrawn(6) (221) — — — — (221) (306) — — — — (306)<br>(1) Other non-current financial assets and other current financial assets excluding derivatives mainly include financial receivables from customers and suppliers.<br>(2) Instruments that include a call feature have been presented at their final maturities. Instruments that are contractually due beyond three months include EUR 495 million (EUR 306 million in 2024) of instruments that have a call period of less than three months.<br>(3) In 2024, Other financial liabilities excluding derivatives included a conditional obligation to China Huaxin presented in the earliest period as the exercise period was open.<br>(4) Loan commitments given undrawn have been included in the earliest period in which they could be drawn or called.<br>(5) Loan commitments obtained undrawn have been included based on the period in which they expire. These amounts include related commitment fees.<br>(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,<br>contingencies and legal proceedings.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>256 Nokia in 2025 | |
| --- | |
| Section 6<br>Other<br>information<br>This section contains information<br>on Nokia’s off-balance sheet<br>commitments and contingencies,<br>business combinations, Group<br>structure and related party<br>transactions, as well as events<br>after the reporting period.<br>6.1. Commitments, contingencies and<br>legal proceedings<br>Contractual obligations<br>EURm Within 1 year 1-5 years<br>More than 5<br>years<br>2025<br>Purchase obligations 4 264 617 15<br>Lease commitments(1)<br> — 101 731<br>2024<br>Purchase obligations 2 538 697 3<br>Lease commitments(1) 9 86 573<br>(1) Relates to lease contracts that had not yet commenced as at the reporting date.<br>At 31 December 2025, Nokia has potential undiscounted future<br>lease payments of EUR 906 million (EUR 812 million in 2024)<br>relating to extension options not expected to be exercised and<br>EUR 97 million (EUR 58 million in 2024) relating to termination<br>options expected to be exercised that are not included in the<br>lease liability.<br>Guarantees and financing commitments<br>The contingent liabilities in the table below represent the<br>maximum principal amount of guarantees and financing<br>commitments, and do not reflect management’s expected<br>outcomes.<br>EURm 2025 2024<br>Guarantees on behalf of Group companies<br>Guarantees issued by financial institutions<br>Commercial guarantees(1) 943 964<br>Non-commercial guarantees 431 498<br>Corporate guarantees(2)<br>Commercial guarantees(1) 275 263<br>Non-commercial guarantees 37 33<br>Financing commitments<br>Customer finance commitments(3) 7 11<br>Investment commitments(4) 221 306<br>(1) Commercial guarantees are guarantees that are issued in the normal course of<br>business to Nokia’s customers for the performance of Nokia’s obligations under<br>supply agreements; these include tender bonds, performance bonds and warranty<br>bonds.<br>(2) Corporate guarantees are guarantees with a primary obligation that are issued to<br>Nokia’s customers and other third parties.<br>(3) Customer finance commitments are available under customer loan facilities.<br>Availability of the facility depends on the borrower’s continuing compliance with<br>the agreed financial and operational covenants, and other administrative terms of<br>the facility. The loan facilities are primarily available to fund purchases of network<br>infrastructure equipment and services. Refer to Note 4.5. Trade receivables and<br>other customer-related balances.<br>(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<br>cash distributions according to the respective partnership agreements and<br>underlying fund activities.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>257 Nokia in 2025 | |
| --- | |
| Legal matters<br>Accounting policies<br>Nokia discloses ongoing legal matters that relate to possible obligations whose existence will<br>be confirmed by the occurrence or non-occurrence of one or more uncertain future events<br>not wholly within the control of Nokia. These matters are assessed continually to determine<br>whether an outflow of resources embodying economic benefits has become probable so as to<br>recognize a provision.<br>Nokia is and will likely continue to be subject to various legal proceedings that arise from time to<br>time, including proceedings related to intellectual property, antitrust, commercial disputes, product<br>liability, environmental issues, tax, health and safety, employment and wrongful discharge, sales<br>and marketing practices, international trade, securities, privacy matters and compliance. While<br>management does not expect any of the legal proceedings it is currently aware of to have a<br>material adverse effect on Nokia’s financial position, litigation is inherently unpredictable, and<br>Nokia may in the future receive judgments or enter into settlements that could have a material<br>adverse effect on its results or cash flows.<br>Litigation and proceedings<br>Mass labor litigation in Brazil<br>Nokia is defending against a number of labor claims in various Brazilian labor courts. Plaintiffs are<br>former employees whose contracts were terminated after Nokia exited from certain managed services<br>contracts. The claims mainly relate to payments made under, or in connection with, the terminated<br>labor contracts. Nokia has closed the majority of the court cases through settlement or judgment.<br>Asbestos litigation in the United States<br>Nokia is defending approximately 250 asbestos-related matters, at various stages of litigation. The<br>claims are based on premises liability, products liability, and contractor liability. The claims also<br>involve plaintiffs allegedly diagnosed with various diseases, including but not limited to asbestosis,<br>lung cancer, and mesothelioma.<br>Intellectual property rights litigation<br>Litigations concluded during the year<br>In 2023, Nokia commenced patent infringement proceedings against Amazon in several countries in<br>relation to patents covering video-related technologies implemented in Amazon’s services and<br>devices. In March 2025, Nokia announced it had signed a patent agreement with Amazon. The<br>agreement resolves all pending patent litigation between the parties.<br>6.2. Acquisitions<br>Accounting policies<br>Business combinations are accounted for using the acquisition method. At the acquisition<br>date the consideration transferred, comprising the sum of assets transferred, liabilities<br>assumed and equity interests issued, is generally measured at fair value. The consideration<br>transferred is allocated to the separately identifiable assets acquired and liabilities assumed,<br>including assets and liabilities that were not recognized on the statement of financial position<br>of the acquiree, such as certain intangible assets or contingent liabilities. The total amount of<br>consideration transferred and non-controlling interests in the acquiree, if any, exceeding the<br>net of all identifiable assets acquired and liabilities assumed is recognized as goodwill. The<br>acquisition-related costs are recognized as expenses in the periods incurred, except for the<br>costs related to issuing debt or equity securities. The results of businesses acquired are<br>consolidated in the results of Nokia from the acquisition date.<br>Acquisition of Infinera<br>On 28 February 2025, Nokia completed the acquisition of Infinera Corporation (Infinera), pursuant<br>to the definitive agreement announced on 27 June 2024. Infinera, the San Jose based global<br>supplier of innovative open optical networking solutions and advanced optical semiconductors,<br>became part of the Nokia Group effective as of the closing, with Nokia holding 100% of its equity<br>and voting rights. The acquisition is expected to significantly improve Nokia’s scale and profitability<br>in optical networks, and accelerate Nokia’s growth strategy in data centers and strengthen its<br>presence both in North America and with hyperscalers. Nokia is reporting the acquired business as<br>part of its Network Infrastructure segment.<br>Purchase consideration<br>The purchase consideration transferred to the Infinera shareholders comprised cash and<br>127 434 986 Nokia shares in the form of American Depository Shares (ADSs). The fair value of<br>Nokia shares issued was determined with reference to the closing price of Nokia ADSs in the New<br>York Stock Exchange on 28 February 2025. The total purchase consideration also included the fair<br>value of the portion of Infinera’s performance and restricted shares attributable to pre-combination services that were replaced with Nokia’s share-based payment awards, and the fair<br>value of Infinera's convertible senior notes as described below.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>258 Nokia in 2025 | |
| --- | |
| The acquisition resulted in a conversion event and a “make whole fundamental change” for<br>Infinera’s convertible senior notes in accordance with relevant indentures. The fair value of<br>convertible notes included in the purchase consideration was determined with regards to the<br>pricing mechanism of the “make whole fundamental change” in accordance with the bond terms.<br>The pricing formula included a component which was dependent on the performance of Nokia ADSs<br>40 trading days after conversion notice from each individual bondholder. The fair value of<br>convertible notes included as part of the purchase consideration was determined based on the<br>closing price of Nokia ADSs in the New York Stock Exchange at the date of acquisition. Conversion<br>elections expired on 19 March 2025 with all bondholders surrendering their notes. The surrendered<br>notes were settled in cash in May 2025. Nokia recognized EUR 23 million loss in the financial<br>expenses in the consolidated income statement for the change in the fair value of convertible<br>notes between the acquisition date and the subsequent settlement date.<br>EURm 28 February 2025<br>Cash 1 066<br>Infinera's convertible notes 785<br>Nokia shares issued 584<br>Portion of the replacement equity awards attributable to pre-combination service 61<br>Total purchase consideration 2 496<br>Fair value of net assets acquired and goodwill<br>EURm 28 February 2025<br>ASSETS<br>Intangible assets 1 111<br>Property, plant and equipment 241<br>Deferred tax assets 82<br>Inventories 337<br>Trade receivables(1) 349<br>Other assets 207<br>Cash and cash equivalents 78<br>Assets acquired 2 405<br>LIABILITIES<br>Deferred tax liabilities 37<br>Trade payables 230<br>Contract liabilities 184<br>Other liabilities 291<br>Liabilities assumed 742<br>Net identifiable assets acquired 1 663<br>Goodwill 833<br>Net assets acquired 2 496<br>(1) The gross amount of trade receivables does not materially differ from their fair value, and it is expected that the full contractual<br>amounts can be collected.<br>Goodwill arising from the acquisition of Infinera amounts to EUR 833 million and is primarily<br>attributable to the acquired workforce, as well as anticipated synergies and economies of scale.<br>Goodwill is allocated in its entirety to the Network Infrastructure segment and is expected not to be<br>deductible for income tax purposes.<br>Fair values of intangible assets acquired<br>Fair value (EURm) Useful life (years)<br>Customer relationships 646 12<br>Technologies 380 3-4<br>Tradenames and other 85 3-4<br>Total 1 111<br>Critical accounting judgment<br>The determination and fair value measurement of intangible assets recognized separately<br>from goodwill are dependent on management estimations and assumptions, including value<br>drivers and synergies of the acquisition, and revenue growth, profitability and cash flow<br>projections, useful lives and other characteristics of the intangible assets, as well as discount<br>rates, as of the acquisition date. Assumptions and estimations have material impact on the<br>carrying value of the intangible assets at initial recognition, and on the subsequent<br>amortization expense.<br>Acquisition-related costs amounted to EUR 41 million of which EUR 21 million is recorded in 2025.<br>Acquisition-related costs are presented in selling, general and administrative expenses in the<br>consolidated income statement, and in operating cash flows in the consolidated statement of<br>cash flows.<br>From 28 February to 31 December 2025 the acquired business contributed net sales of EUR 1 258<br>million and an operating loss of EUR 215 million to the consolidated income statement. Nokia<br>Group net sales and operating profit in 2025 would have been EUR 20 092 million and EUR 846<br>million, respectively, had the acquisition been completed on 1 January 2025. The information<br>regarding the combined entity’s net sales and operating profit as of the beginning of 2025 is<br>unaudited and for illustrative purposes only, and is calculated by using the subsidiary’s results for<br>January-February 2025 adjusted for the impacts of accounting policy alignment and release of<br>purchase price allocation adjustments.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>259 Nokia in 2025 | |
| --- | |
| 6.3. Group companies<br>The Group’s subsidiaries at 31 December 2025<br>Finland Comptel Oy — 100.0<br>Infinera Oy — 100.0<br>Nokia Innovations Oy 100.0 100.0<br>Nokia Investments Oy 100.0 100.0<br>Nokia Solutions and Networks Asset Management Oy — 100.0<br>Nokia Solutions and Networks Branch Operations Oy — 100.0<br>Nokia Solutions and Networks Oy 100.0 100.0<br>Nokia Technologies Oy 100.0 100.0<br>Nokia Teknologia Oy 100.0 100.0<br>Afghanistan Nokia Siemens Networks Afghanistan LLC — 100.0<br>Algeria Nokia Algerie Sarl — 100.0<br>Angola Alcatel-Lucent Angola, Limitada — 100.0<br>Argentina Infinera Corporation Argentina S.R.L. — 100.0<br>Nokia Solutions and Networks Argentina S.A. — 100.0<br>Armenia Nokia Solutions and Networks CJSC — 100.0<br>Australia Infinera Pty Ltd — 100.0<br>Nokia Services Pty Limited — 100.0<br>Nokia Solutions and Networks Australia Pty Ltd — 100.0<br>Radio Frequency Systems Pty Limited — 100.0<br>Austria Nokia Solutions and Networks Holding Österreich GmbH — 100.0<br>Nokia Solutions and Networks Österreich GmbH — 100.0<br>Azerbaijan Nokia Solutions and Networks Baku LLC — 100.0<br>Bangladesh Nokia Solutions and Networks Bangladesh Limited — 100.0<br>Belgium Infinera Networks Belgium — 100.0<br>Nokia Bell NV — 100.0<br>Bolivia Nokia Solutions and Networks Bolivia S.A. — 100.0<br>Bosnia and<br>Herzegovina Nokia Solutions and Networks d.o.o. Banja Luka — 100.0<br>Nokia Solutions and Networks d.o.o., Sarajevo — 100.0<br>Brazil Infinera do Brasil Serviços Técnicos Ltda. — 100.0<br>Infinera do Brasil Técnologia Ltda. — 100.0<br>Nokia Solutions and Networks do Brasil Telecomunicações<br>Ltda. — 100.0<br>RFS Brasil Telecomunicações Ltda. — 100.0<br>Bulgaria Nokia Solutions and Networks EOOD — 100.0<br>Cameroon Societe de Telecommunication Camerounaise - Sotelcam — 99.6<br>Domicile Company name<br>Parent<br>holding<br>%<br>Group<br>ownership<br>interest %<br>Canada Infinera Canada Inc. — 100.0<br>Nokia Canada Inc. — 100.0<br>Cayman Islands Infinera Global Holdings LP — 100.0<br>Chile Nokia Solutions and Networks Chile Ltda. — 100.0<br>China Alcatel-Lucent Shanghai Bell Information Products Co., Ltd. — 100.0<br>Hunan Huanuo Technology Co., Ltd. — 100.0<br>Infinera Communications International (Shanghai) Limited — 100.0<br>Infinera Communications Technologies (Shanghai) Limited — 100.0<br>Infinera Networks (Shanghai) Co., Ltd. — 100.0<br>Lucent Technologies Investment Co., Ltd. — 100.0<br>Lucent Technologies Qingdao Telecommunications Systems,<br>Ltd. — 51.0<br>Nokia (Shanghai) Enterprise Management Co., Ltd. — 100.0<br>Nokia Networks (Chengdu) Co., Ltd. — 100.0<br>Nokia Shanghai Bell Co., Ltd.(1)<br> — 100.0<br>Nokia Shanghai Bell Software Co., Ltd. — 100.0<br>Nokia Solutions and Networks (Suzhou) Supply Chain Service<br>Co., Ltd. — 100.0<br>Nokia Solutions and Networks Investment (China) Co., Ltd. — 100.0<br>Nokia Solutions and Networks System Technology (Beijing)<br>Co., Ltd. — 100.0<br>RFS Radio Frequency Systems (Shanghai) Co., Ltd. — 100.0<br>Colombia Infinera Colombia S.A.S. — 100.0<br>Nokia Solutions and Networks Colombia Ltda. — 100.0<br>Costa Rica Alcatel Centroamerica S.A. — 100.0<br>Nokia Costa Rica S.A. — 100.0<br>Croatia Nokia Solutions and Networks d.o.o. — 100.0<br>Czech Republic Nokia Solutions and Networks Czech Republic, s.r.o. — 100.0<br>Denmark Infinera Denmark A/S — 100.0<br>Nokia Denmark A/S — 100.0<br>Dominican Republic Nokia Dominican Republic, S.A.S. — 100.0<br>Ecuador Nokia Solutions and Networks Ecuador S.A. — 100.0<br>Egypt Coriant Optical Networks Trading Egypt S.A.E. — 100.0<br>Nokia Egypt S.A.E. — 100.0<br>El Salvador Nokia El Salvador, S.A. de C.V. — 100.0<br>Estonia Nokia Solutions and Networks OÜ — 100.0<br>Domicile Company name<br>Parent<br>holding<br>%<br>Group<br>ownership<br>interest %<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>260 Nokia in 2025 | |
| --- | |
| France Alcatel Lucent — 100.0<br>Evolium — 100.0<br>Infinera — 100.0<br>Nokia Networks France — 100.0<br>Nokia Participations — 100.0<br>Nokia Participations Chine — 100.0<br>Radio Frequency Systems France — 100.0<br>Germany Alcatel SEL Unterstützungs GmbH — 100.0<br>Coriant GmbH — 100.0<br>Coriant GmbH & Co. KG — 100.0<br>Coriant R&D GmbH — 100.0<br>Coriant Verwaltungs GmbH — 100.0<br>Infinera GmbH — 100.0<br>IRIS Telecommunication GmbH — 100.0<br>Nokia Asset Verwaltungsgesellschaft mbH — 100.0<br>Nokia Display Technics GmbH i.L. — 100.0<br>Nokia Electronics Bochum GmbH i.L. — 100.0<br>Nokia Kunststofftechnik GmbH i.L. — 100.0<br>Nokia Solutions and Networks GmbH & Co. KG — 100.0<br>Nokia Solutions and Networks International Holding GmbH — 100.0<br>Nokia Solutions and Networks Management GmbH — 100.0<br>Nokia Technology GmbH — 100.0<br>Nokia Unterstützungsgesellschaft mbH — 100.0<br>RFS Holding GmbH — 100.0<br>Greece Infinera (Hellas) Single Member Limited Liability Company — 100.0<br>Nokia Solutions and Networks Hellas Single Member S.A. — 100.0<br>Guatemala Nokia Operations de Guatemala, S.A. — 100.0<br>Hong Kong Coriant (HK) Limited — 100.0<br>Infinera Asia Limited — 100.0<br>Nokia Hong Kong Limited — 100.0<br>Nokia Shanghai Bell (Hong Kong) Limited — 100.0<br>Hungary Infinera Hungary Kft. — 100.0<br>Nokia Solutions and Networks Kft. — 100.0<br>Nokia Solutions and Networks TraffiCOM Kft. — 99.0<br>India Comptel Communications India Private Limited — 100.0<br>Coriant India Private Limited — 100.0<br>Infinera Communication India Private Limited — 100.0<br>Infinera India Private Limited — 100.0<br>Domicile Company name<br>Parent<br>holding<br>%<br>Group<br>ownership<br>interest %<br>Nokia India Private Limited 100.0 100.0<br>Nokia Solutions and Networks India Private Limited — 100.0<br>Noktel Telequipments Manufacturers India Private Limited — 100.0<br>RFS India Telecom Private Limited — 100.0<br>WiChorus Design & Development Private Limited — 100.0<br>Indonesia PT Infinera Networks Indonesia — 100.0<br>PT Nokia Solutions and Networks Indonesia — 100.0<br>Iran<br>Pishahang Communications Networks Development Company<br>(Private Joint Stock) — 90.0<br>Ireland Infinera EMEA Holdings Limited — 100.0<br>Nokatus Insurance Company Designated Activity Company<br>(DAC) 100.0 100.0<br>Infinera International Holdings Unlimited Company — 100.0<br>Nokia Ireland Limited — 100.0<br>Israel Infinera (Israel) Ltd. — 100.0<br>Nokia Solutions and Networks Israel Ltd. — 100.0<br>Italy Infinera S.r.l. — 100.0<br>Nokia Solutions and Networks Italia S.p.A. — 100.0<br>Nokia Solutions and Networks S.p.A. — 100.0<br>Jamaica Nokia Jamaica Limited — 100.0<br>Japan Coriant K.K. — 100.0<br>Infinera Japan K.K. — 100.0<br>Nokia Innovations Japan G.K. — 100.0<br>Nokia Solutions and Networks Japan G.K. — 100.0<br>Kazakhstan Infinera Kazakhstan LLP — 100.0<br>"Nokia Solutions and Networks Kazakhstan" LLP — 100.0<br>Kuwait Nokia Solutions and Networks Kuwait W.L.L. — 49.0<br>Lao People's<br>Democratic Republic Nokia Shanghai Bell Lao Sole Co., Ltd. — 100.0<br>Latvia Nokia Solutions and Networks SIA — 100.0<br>Lithuania UAB Nokia Solutions and Networks — 100.0<br>Luxembourg Coriant International S.à r.l. — 100.0<br>International Telecom Holdings S.à r.l. — 100.0<br>Xieon Networks S.à r.l. — 100.0<br>Xieon Networks Acquisition S.à r.l. — 100.0<br>Xieon Networks Investment S.à r.l. — 100.0<br>Xieon Networks Solutions S.à r.l. — 100.0<br>Xieon Networks Venture S.à r.l. — 100.0<br>Malaysia Coriant (Malaysia) Sdn Bhd — 100.0<br>Domicile Company name<br>Parent<br>holding<br>%<br>Group<br>ownership<br>interest %<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>261 Nokia in 2025 | |
| --- | |
| Mid-Wonder Solutions Sdn. Bhd. — 100.0<br>Nokia Services and Networks Malaysia Sdn. Bhd. — 100.0<br>Tellabs Communications (Malaysia) Sdn Bhd — 100.0<br>Tellabs (Malaysia) Sdn. Bhd. — 49.5<br>Mexico Infinera International de México, S. de R.L. de C.V. — 100.0<br>Nokia Operations de México S.A. de C.V. — 100.0<br>Radio Frequency Systems de México S.A. de C.V. — 100.0<br>Moldova "Nokia Solutions and Networks" S.R.L. — 100.0<br>Morocco Nokia Solutions and Networks Morocco SARL — 100.0<br>Myanmar Nokia Solutions and Networks Myanmar Limited — 100.0<br>Netherlands Alcatel-Lucent Services International B.V. — 100.0<br>Coriant Netherlands B.V. — 100.0<br>Infinera Optics B.V. — 100.0<br>Nokia Solutions and Networks B.V. — 100.0<br>Tellabs Access B.V. — 100.0<br>Tellabs Enterprises B.V. — 100.0<br>Tellabs Holdings B.V. — 100.0<br>New Zealand Nokia New Zealand Limited — 100.0<br>Nicaragua Lucent Technologies Nicaragua, S.A. — 100.0<br>Nigeria Alcatel-Lucent Nigeria Limited — 100.0<br>Nokia Solutions and Networks Nigeria Ltd. — 100.0<br>Norway Infinera Norway AS — 100.0<br>Nokia Solutions and Networks Norge AS — 100.0<br>Pakistan Alcatel-Lucent Pakistan Limited — 90.0<br>Nokia Solutions and Networks Pakistan (Private) Limited — 100.0<br>Paraguay Nokia Paraguay S.A. — 100.0<br>Peru Nokia Solutions and Networks Peru S.A. — 100.0<br>Philippines Infinera Philippines, Inc. — 100.0<br>Lucent Technologies Philippines Inc. — 100.0<br>Nokia Shanghai Bell Philippines, Inc. — 100.0<br>Nokia Solutions and Networks Philippines, Inc. — 100.0<br>Poland Infinera sp. z o. o. — 100.0<br>IRIS Telecommunication Poland sp. z o.o. — 100.0<br>Nokia Solutions and Networks sp. z o.o. — 100.0<br>Portugal Alcatel-Lucent Portugal, S.A. — 100.0<br>Infinera, Unipessoal Lda — 100.0<br>Nokia Solutions and Networks Portugal S.A. — 100.0<br>Puerto Rico Nokia Puerto Rico Inc. — 100.0<br>Domicile Company name<br>Parent<br>holding<br>%<br>Group<br>ownership<br>interest %<br>Romania Nokia Networks S.R.L. — 99.2<br>Russia Coriant LLC — 100.0<br>LLC Infinera — 100.0<br>OOO "Nokia Solutions and Networks" — 100.0<br>Saudi Arabia Alcatel-Lucent Saudi Arabia Co., Ltd. — 100.0<br>Nokia Arabia Limited — 100.0<br>Nokia Regional Headquarters Company — 100.0<br>Senegal Nokia West and Central Africa SA — 100.0<br>Serbia Infinera d.o.o Belgrade - In Liquidation — 100.0<br>Nokia Solutions and Networks Serbia d.o.o. Beograd — 100.0<br>Singapore Infinera Singapore Pte Ltd — 100.0<br>Nokia Solutions and Networks Singapore Pte. Ltd. — 100.0<br>Slovakia Nokia Slovakia, A.S. — 100.0<br>Slovenia<br>Nokia Solutions and Networks, telekomunikacijske resitve,<br>d.o.o. — 100.0<br>South Africa Infinera South Africa Proprietary Limited — 70.0<br>Nokia Solutions and Networks South Africa (Pty) Ltd — 100.0<br>Nokia South Africa (Pty) Ltd — 69.9<br>South Korea Infinera Korea Limited — 100.0<br>Nokia Solutions and Networks Korea Ltd. — 100.0<br>Spain Infinera SL — 100.0<br>Nokia Spain, S.A. — 100.0<br>Nokia Transformation, Engineering & Consulting Services<br>Spain S.L.U. — 100.0<br>Sri Lanka Nokia Solutions and Networks Lanka (Private) Limited — 100.0<br>Sweden Infinera AB — 100.0<br>Nokia Solutions and Networks AB — 100.0<br>Switzerland Alcatel-Lucent Trade International AG — 100.0<br>Nokia Solutions and Networks Schweiz AG — 100.0<br>Taiwan Infinera Taiwan Co., Ltd. — 100.0<br>Nokia Solutions and Networks Taiwan Co., Ltd. — 100.0<br>Taiwan International Standard Electronics Limited — 60.0<br>Tanzania Nokia Solutions and Networks Tanzania Limited — 100.0<br>Thailand Infinera Networks (Thailand) Co., Ltd — 100.0<br>Nokia (Thailand) Co., Ltd. — 100.0<br>Tunisia Nokia Solutions and Networks CCC — 100.0<br>Nokia Solutions and Networks Tunisia SA — 100.0<br>Turkey Alcatel Lucent Teletas Telekomunikasyon A.S. — 65.0<br>Domicile Company name<br>Parent<br>holding<br>%<br>Group<br>ownership<br>interest %<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>262 Nokia in 2025 | |
| --- | |
| IRIS Telekomünikasyon Mühendislik Hizmetleri A.S. — 100.0<br>Nokia Solutions Networks Iletisim A.S. — 100.0<br>Ukraine LLC "Nokia Solutions and Networks Ukraine" — 100.0<br>United Arab Emirates Alcatel Lucent Middle East and North Africa DMCC — 100.0<br>Infinera FZ LLC — 100.0<br>Nokia Networks LLC — 100.0<br>Nokia Solutions and Networks AE FZ-LLC — 100.0<br>Nokia Solutions and Networks LLC - OPC — 100.0<br>United Kingdom Alcatel IP Networks Limited — 100.0<br>Alcatel-Lucent Centro Caribbean Holding Limited — 100.0<br>Coriant UK Limited — 100.0<br>Infinera Limited — 100.0<br>Nokia Software UK Limited — 100.0<br>Nokia UK Limited — 100.0<br>United States Alcatel-Lucent International Holdings Inc. — 100.0<br>Bell Laboratories Inc. — 100.0<br>Infinera America Inc. — 100.0<br>Infinera Corporation — 100.0<br>Infinera Global Holdings LLC — 100.0<br>Infinera International Corporation — 100.0<br>Infinera North America, LLC — 100.0<br>Infinera Operations, LP — 100.0<br>Infinera Optical Holding, Inc. — 100.0<br>Infinera Optical Networks, Inc. — 100.0<br>Infinera (USA) Inc. — 100.0<br>MRAC, Inc. — 100.0<br>Nassau Metals Corporation — 100.0<br>Nokia Apps Distribution LLC — 100.0<br>Nokia Federal Solutions Inc. — 100.0<br>Nokia Innovations US LLC — 100.0<br>Nokia Investment Management Corporation — 100.0<br>Nokia of America Corporation — 100.0<br>Nokia US Holdings Inc. — 100.0<br>SAC AE Design Group, Inc. — 100.0<br>SAC Wireless of CA, Inc. — 100.0<br>SAC Wireless, LLC — 100.0<br>Western Electric Company Incorporated — 100.0<br>Domicile Company name<br>Parent<br>holding<br>%<br>Group<br>ownership<br>interest %<br>WiChorus, LLC — 100.0<br>Uruguay Nokia Uruguay S.A. — 100.0<br>Uzbekistan Nokia Solutions and Networks Tashkent LLC — 100.0<br>Venezuela Alcatel De Venezuela C.A. — 100.0<br>Tellabs de Venezuela, S.A. — 100.0<br>Vietnam Alcatel-Lucent Vietnam Limited — 100.0<br>Nokia Solutions and Networks Technical Services Vietnam<br>Company Limited — 100.0<br>Domicile Company name<br>Parent<br>holding<br>%<br>Group<br>ownership<br>interest %<br>(1) In December 2025, Nokia completed the purchase of China Huaxin’s approximately 50% share in Nokia Shanghai Bell. Refer to<br>Note 5.2. Financial assets and liabilities.<br>The Group's associated companies and joint ventures at 31 December<br>2025<br>Country of incorporation Company name<br>Parent<br>holding %<br>Group<br>ownership<br>interest %<br>Finland HMD Global Oy — 10.0<br>NestAI Oy — 9.4<br>Austria TETRON Sicherheitsnetz Errichtungs-und BetriebsgmbH — 35.0<br>China Alcatel Shenyang Telecommunication Co., Ltd. — 55.0<br>Fujian FUNO Mobile Communication Technology Co., Ltd. — 49.0<br>Zhejiang Bell Technical Co., Ltd. — 40.0<br>Cuba Copal, S.A. — 49.0<br>France ASN Holding — 20.0<br>Cibair — 19.0<br>III - V LAB — 40.0<br>Hong Kong TD Tech Holding Limited — 51.0<br>Nigeria ITT Nigeria Limited — 40.0<br>Saudi Arabia Nokia Solutions and Networks Al-Saudia Co. Limited — 49.0<br>United States MobileMedia Ideas LLC — 40.0<br>New Jersey Bell Labs Venture Studio, LLC — 50.0<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>263 Nokia in 2025 | |
| --- | |
| 6.4. Related party transactions<br>Nokia has related party transactions with its subsidiaries, associated companies, joint ventures and<br>pension funds as well as the management and the Board of Directors. Transactions and balances<br>between Group companies are eliminated on consolidation. For more information on principles of<br>consolidation and principal Group companies, refer to Note 1.2. General accounting policies, and<br>Note 6.3. Principal Group companies, respectively.<br>Transactions and balances with associated companies and joint ventures<br>EURm 2025 2024 2023<br>Sales 33 36 46<br>Purchases (154) (147) (141)<br>Trade and other receivables 20 73 18<br>Trade and other payables (32) (35) (31)<br>Investments in associated companies and joint ventures are individually immaterial. The aggregate<br>carrying amount for the investments in associated companies and joint ventures was EUR 180<br>million in 2025 (EUR 124 million in 2024).<br>In 2024, Nokia completed the sale of Alcatel Submarine Networks (ASN) to the French State. Nokia<br>retained a 20% shareholding with board representation to ensure a smooth transition until<br>targeted exit, at which point it is planned for the French State to acquire Nokia’s remaining interest.<br>The retained interest is accounted for as an investment in an associate. Refer to Note 2.6.<br>Discontinued operations for more information on disposal of the Submarine Networks business.<br>Nokia holds a 51% ownership interest in TD Tech Holding Limited (“TD Tech HK”), a Hong Kong<br>based joint venture holding company which Nokia has accounted for as an investment in associated<br>companies and joint ventures. In 2024, TD Tech HK completed the divestment of the entire<br>business of the joint venture through the sale of its operating subsidiaries to a consortium<br>consisting of Huawei Technologies, Chengdu High-tech Investment Group and other buyers.<br>Following the divestment, Nokia is in the process of exiting from its shareholding in the parent<br>company TD Tech HK. Nokia considered the transactions as a sale of associated companies and<br>joint ventures, recorded a gain of EUR 191 million related to the sale and received a cash<br>consideration of EUR 248 million from the sale in 2024.<br>In 2016, Nokia entered into a strategic agreement with HMD Global Oy (HMD) granting HMD an<br>exclusive global license to create Nokia branded mobile phones and tablets for 10 years. Under the<br>agreement, Nokia receives royalty payments from HMD for sales of Nokia branded mobile phones<br>and tablets, covering both brand and patent licensing. In August 2023, Nokia and HMD amended<br>the licensing agreement so that HMD’s exclusive license to create Nokia branded devices would<br>expire by March 2026. In October 2025, Nokia and HMD agreed to extend the license period for the<br>Nokia-branded feature phones until March 2029 for limited countries. Nokia has held an ownership<br>interest in HMD since 2020 which it has accounted for as an investment in associate. In 2023, Nokia<br>recorded an impairment loss of EUR 28 million related to its investment in HMD in the share of<br>result of associates and joint ventures.<br>Transactions with pension funds<br>Nokia has borrowings of EUR 34 million (EUR 35 million in 2024) from Nokia’s German pension fund,<br>a separate legal entity. The indefinite loan bears 6% annual interest and can be terminated by<br>either party with a 90-day notice. The loan is included in short-term interest-bearing liabilities in<br>the statement of financial position. For more information on Nokia’s post-employment benefit<br>plans, refer to Note 3.4. Pensions and other post-employment benefits.<br>Transactions with the Group Leadership Team and the Board of Directors<br>No loans were granted to the members of the Group Leadership Team and the Board of Directors in<br>2025, 2024 or 2023. For information on remuneration of Nokia’s key management personnel, refer<br>to Note 3.2. Remuneration of key management.<br>6.5. Subsequent events<br>Non-adjusting events after the reporting period<br>Nokia to operate with two primary operating segments<br>Nokia announced on 19 November 2025, together with its new strategy, that it will reorganize its<br>business into two primary operating segments to better align to customer needs and accelerate<br>innovation as the AI supercycle increases demand for advanced connectivity. This reorganization<br>took effect as of 1 January 2026.<br>The reorganization recognizes Network Infrastructure as a growth segment, positioned to<br>capitalize on the rapid, global AI and data center build-out while continuing to innovate for its<br>telecommunications customer base. The segment consists of three business units Optical<br>Networks, IP Networks and Fixed Networks and is led by David Heard.<br>The new Mobile Infrastructure segment brings together Nokia’s Core Networks portfolio, Radio<br>Networks portfolio and Technology Standards (formerly Nokia Technologies). It is positioned for<br>core and radio network technology and services leadership to lead the industry to AI-native<br>networks and 6G. The new segment brings together a portfolio whose value creation is founded on<br>mobile communication technologies based on 3GPP standards with a strong cash flow position<br>underpinned by IP licensing. It is led by Justin Hotard on an interim basis and consists of three<br>business units Core Software, Radio Networks and Technology Standards.<br>In addition, as part of its strategy work, Nokia identified several units which are not seen as core to<br>the future of the company’s strategy. These units were moved into a dedicated operating segment<br>called Portfolio Businesses while the company assesses the best value creating opportunity for<br>them. The units moved were:<br> ▪ Fixed Wireless Access CPE (previously in Fixed Networks in Network Infrastructure)<br> ▪ Site Implementation and Outside Plant (previously in Fixed Networks in Network Infrastructure)<br> ▪ Enterprise Campus Edge (previously in Cloud and Network Services)<br> ▪ Microwave Radio (previously in Mobile Networks)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br> • Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>264 Nokia in 2025 | |
| --- | |
| Parent Company financial<br>statements<br>Parent Company income statement<br>For the year ended 31 December<br>EURm Note 2025 2024<br>Net sales — —<br>Gross profit — —<br>Selling, general and administrative expenses (130) (67)<br>Other operating income 4 9 14<br>Other operating expenses 4 (1) (23)<br>Operating loss (122) (76)<br>Financial income and expenses<br>Income from non-current investments(1) 5 1 732 50<br>Interest and other financial income 5 310 549<br>Interest and other financial expenses 5 (409) (622)<br>Loss on sale of liquidated businesses 5 — (2)<br>Total financial income and expenses 1 633 (25)<br>Profit/(loss) before appropriations and tax 1 511 (101)<br>Appropriations<br>Group contributions 20 —<br>Profit/(loss) before tax 1 531 (101)<br>Income tax 6 (2) 2<br>Profit/(loss) for the year 1 529 (99)<br>(1) In 2025, relates mainly to dividend paid by Nokia Solutions and Networks Oy.<br>The notes are an integral part of these financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br> • Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>265 Nokia in 2025 | |
| --- | |
| Parent Company statement of financial position<br>At 31 December<br>EURm Note 2025 2024<br>ASSETS<br>Non-current assets<br>Intangible rights 2 2<br>Total intangible assets 2 2<br>Land and water areas 7 8 8<br>Buildings 7 62 65<br>Machinery and equipment 7 1 1<br>Other tangible assets 7 3 4<br>Assets under construction 7 11 8<br>Total tangible assets 85 86<br>Investments in subsidiaries 8 18 192 18 192<br>Non-current interest-bearing financial investments 8, 13 368 457<br>Other non-current financial investments 8, 13 44 1<br>Total investments 18 604 18 650<br>Non-current loan receivables from Group companies 13 1 203 1 412<br>Non-current loan receivables from other companies 13 1 16<br>Other non-current receivables 23 23<br>Deferred tax assets 6 27 19<br>Total other non-current assets 1 254 1 470<br>Total non-current assets 19 945 20 208<br>Current assets<br>Current loan receivables from Group companies 13 3 263 1 187<br>Current interest-bearing financial investments 13 941 1 576<br>Group contribution from Group companies 20 —<br>Other financial assets from Group companies 13, 14 22 43<br>Other financial assets from other companies 13, 14 136 225<br>Prepaid expenses and accrued income from Group companies 9 168 158<br>Prepaid expenses and accrued income from other companies 9 17 509<br>Total current assets 4 567 3 698<br>Cash and cash equivalents 13 3 361 4 421<br>Total assets 27 873 28 327<br>EURm Note 2025 2024<br>SHAREHOLDERS' EQUITY AND LIABILITIES<br>Shareholders' equity<br>Share capital 10 246 246<br>Share premium 10 46 46<br>Fair value and other reserves 10 14 41<br>Reserve for invested unrestricted equity 10 15 264 13 448<br>Retained earnings 10 171 1 025<br>Profit/(loss) for the year 10 1 529 (99)<br>Total equity 17 269 14 707<br>Provisions 11 30 30<br>Non-current liabilities<br>Long-term interest-bearing liabilities 12, 13 2 087 2 647<br>Total non-current liabilities 2 087 2 647<br>Current liabilities<br>Short-term interest-bearing liabilities to Group companies 12, 13 7 360 8 179<br>Short-term interest-bearing liabilities to other companies 12, 13 647 914<br>Other financial liabilities to Group companies 13 54 35<br>Other financial liabilities to other companies 13 257 1 605<br>Accounts payable to Group companies 34 48<br>Accounts payable to other companies 33 37<br>Accrued expenses and other liabilities to Group companies 15 25 33<br>Accrued expenses and other liabilities to other companies 15 77 92<br>Total current liabilities 8 487 10 943<br>Total liabilities 10 574 13 590<br>Total shareholders' equity and liabilities 27 873 28 327<br>The notes are an integral part of these financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br> • Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>266 Nokia in 2025 | |
| --- | |
| Parent Company statement of cash flows<br>For the year ended 31 December<br>Profit/(loss) for the year 1 529 (99)<br>Adjustments, total (1 470) 117<br>Depreciation and amortization 5 3<br>Income tax 2 (2)<br>Financial income and expenses, net (1 633) 23<br>Share-based payment 176 99<br>Provisions — (10)<br>Group contributions, net (20) —<br>Disposals of intangible and tangible assets — 3<br>Liquidation of a subsidiary — 2<br>Other income and expenses — (1)<br>Change in net working capital<br>Decrease in receivables 16 10<br>(Decrease)/increase in non-interest-bearing liabilities (43) 6<br>Cash from operations 32 34<br>Interest received 282 486<br>Interest paid (333) (603)<br>Other financial income and expenses paid/received, net — (2)<br>Income taxes paid (3) (3)<br>Net cash used in operating activities (22) (88)<br>EURm 2025 2024<br>Capital return on shares in subsidiaries — 502<br>Dividends received from subsidiaries 1 732 —<br>Purchase of property, plant and equipment and intangible assets (4) (6)<br>Proceeds from other non-current receivables 33 1 400<br>(Payments of)/proceeds from current receivables (2 356) 1 120<br>Purchase of non-current investments (120) (278)<br>Proceeds from non-current investments 133 544<br>Purchase of current investments (229) (579)<br>Proceeds from current investments 875 560<br>Net cash from investing activities 64 3 263<br>Purchase of own shares (624) (680)<br>Proceeds from issuance of shares 1 443 —<br>Payments of short-term borrowings (441) (358)<br>(Payments of)/proceeds from long-term borrowings (725) (1 049)<br>Dividends paid (755) (715)<br>Net cash used in financing activities (1 102) (2 802)<br>Net (decrease)/increase in cash and cash equivalents (1 060) 373<br>Cash and cash equivalents as of 1 January 4 421 4 048<br>Cash and cash equivalents as of 31 December 3 361 4 421<br>EURm 2025 2024<br>The notes are an integral part of these financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br> • Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>267 Nokia in 2025 | |
| --- | |
| Notes to the Parent Company<br>financial statements<br>1. Accounting principles<br>Basis of presentation<br>Nokia Corporation (Parent Company) is responsible for<br>arranging Nokia’s internal financing. Changes in the internal and<br>external financing needs arising from changes in operative and<br>organizational models affect the Parent Company’s financial<br>position.<br>Parent Company financial statements are prepared in<br>accordance with the Finnish Accounting Standards (FAS). The<br>Parent Company applies Chapter 5 section 2a of the Finnish<br>Accounting Act to the recognition, measurement and<br>presentation of derivative contracts and other financial<br>instruments, as applicable, and thus applies the same<br>accounting policies as in the consolidated financial statements.<br>The Parent Company has one branch which is located in<br>Switzerland: Nokia Oyj, Succursale de Lancy. The branch is<br>included in the Parent Company’s financial statements. For the<br>full list of all Group companies, refer to Note 6.3. Group<br>companies in the consolidated financial statements.<br>Foreign currency translation<br>Financial statements of the Parent Company are presented in<br>euro. Transactions in foreign currencies are recorded at<br>exchange rates prevailing at the date of the transactions. For<br>practical reasons, a rate that approximates the actual rate at<br>the date of the transaction is often used. Monetary assets and<br>liabilities denominated in foreign currency are translated at the<br>exchange rates prevailing at the end of the reporting period.<br>Foreign exchange gains and losses are recognized in financial<br>income and expenses.<br>Share-based payments<br>The Parent Company offers three types of equity-settled share-based compensation plans for employees: performance shares,<br>restricted shares and the employee share purchase plan. Share-based compensation is recognized as an expense when the<br>shares are delivered. The settlement covers taxes and similar<br>charges incurred.<br>Pensions<br>Contributions to pension plans are expensed in the period to<br>which the contributions relate. Pension expenses are reported<br>according to the local legislation.<br>Intangible assets and property, plant and<br>equipment<br>Intangible assets are stated at cost less accumulated<br>amortization. Property, plant and equipment is stated at cost<br>less accumulated depreciation. Depreciation and amortization<br>are recorded on a straight-line basis over the expected useful<br>lives of the assets as follows:<br>Intangible assets 3–7 years<br>Buildings 20–33 years<br>Machinery and equipment 3–10 years<br>Land and water areas are not depreciated.<br>Classification and measurement of financial<br>assets<br>Investments in subsidiaries are stated at cost or at cost less<br>accumulated impairment, if the estimated future revenue<br>generated by the investment is expected to be permanently<br>lower than the acquisition cost. Interest-bearing financial assets<br>with Group Companies are carried at nominal value and not in<br>excess of their probable value. Derivative assets are classified<br>at fair value through profit and loss. The Parent Company<br>classifies its other financial assets into the following categories:<br>financial assets measured at cost and financial assets measured<br>at fair value through profit and loss. The selection of the<br>appropriate category is made based on both the Parent<br>Company’s business model for managing the financial asset and<br>on the contractual cash flow characteristics of the asset.<br>The business model for managing financial assets is defined on<br>a portfolio level. The business model must be observable on a<br>practical level by the way the business is managed. The cash<br>flows of financial assets measured at cost are solely payments<br>of principal and interest. These assets are held within a business<br>model that has an objective to hold assets to collect contractual<br>cash flows. Financial assets are measured at fair value through<br>profit or loss if they do not meet the requirements of the<br>aforementioned category. Additionally, the accounting for<br>financial assets depends on whether the financial asset is part of a<br>hedging relationship (see the section on hedge accounting below).<br>All purchases and sales of financial assets are recorded on the<br>trade date, i.e. when the Parent Company commits to purchase<br>or sell the asset. A financial asset is derecognized when<br>substantially all the risks and rewards related to the financial<br>asset have been transferred to a third party that assumes<br>control of the financial asset.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>268 Nokia in 2025 | |
| --- | |
| Interest-bearing financial investments<br>The Parent Company invests a portion of the corporate cash<br>needed to cover the projected cash outflows of its ongoing<br>business operations in highly liquid, interest-bearing<br>investments. Interest-bearing financial investments may include<br>investments measured at cost and investments measured at<br>fair value through profit and loss.<br>Non-current interest-bearing financial investments are<br>investments in highly liquid corporate bonds that are long-term<br>in nature based on their maturity on the reporting date and are<br>measured at cost and not in excess of their probable value.<br>Current interest-bearing financial investments in bank deposits,<br>as well as fixed income and money market securities with initial<br>maturity or put feature longer than three months that have<br>characteristics of solely payments of principal and interest and<br>are not part of structured investments, are managed in a<br>portfolio with a business model of holding investments to collect<br>principal and interest and measured at cost and not in excess of<br>their probable value. These investments are executed with the<br>main purpose of collecting contractual cash flows and principal<br>repayments. However, investments are sold from time to time<br>for liquidity management and market risk mitigation purposes.<br>Current interest-bearing financial investments may also include<br>money market funds that do not qualify as cash equivalents,<br>investments acquired for trading purposes, investment<br>structures consisting of securities traded in combination with<br>derivatives with complementing and typically offsetting risk<br>factors and other investments that have cash flows not being<br>solely payments of principal and interest. These investments<br>are executed with the purpose of collecting contractual cash<br>flows and principal repayments as well as for capital<br>appreciation and can be sold at any time. These investments are<br>classified as fair value through profit or loss, with fair value<br>adjustments, foreign exchange gains and losses and realized<br>gains and losses recognized in financial income and expenses in<br>the income statement. The fair values of these investments are<br>based on publicly available market information.<br>Corporate cash investments in bank deposits used as collateral<br>for derivative transactions are measured at cost.<br>Loans receivables from Group Companies<br>Loans are subject to quarterly review as to their collectability and<br>available collateral. An allowance is made if a loan is deemed not<br>to be fully recoverable. The related cost is recognized in financial<br>expenses to reflect the shortfall between the carrying amount<br>and the present value of the expected future cash flows. Interest<br>income on loan receivables is recognized in financial income.<br>Cash and cash equivalents<br>Cash and cash equivalents include cash at bank and in hand as<br>well as highly liquid, fixed-income and money-market<br>investments that are readily convertible to known amounts of<br>cash with maturities at acquisition of three months or less, as<br>well as bank deposits with maturities or contractual call periods<br>at acquisition of three months or less. Due to the high credit<br>quality and short-term nature of these investments, there is an<br>insignificant risk of change in value. Investments in money-market funds that have a risk profile consistent with the<br>aforementioned criteria are also classified as cash equivalents.<br>Impairment of financial assets<br>Loss allowance for expected credit losses is recognized on<br>financial assets measured at cost, financial assets measured at<br>fair value through fair value reserve, interest-bearing assets<br>with Group companies, financial guarantee contracts and loan<br>commitments. The Parent Company continuously assesses its<br>financial instruments on a forward-looking basis and accounts<br>for the changes in expected credit losses on a quarterly basis.<br>Refer to Note 4.5 Trade receivables and other customer-related<br>balances in the consolidated financial statements.<br>Classification and measurement of financial<br>liabilities<br>The Parent Company classifies derivative liabilities at fair value<br>through profit and loss and all other financial liabilities at<br>nominal value.<br>Interest-bearing liabilities<br>Interest-bearing liabilities, including the current portion of long-term interest-bearing liabilities and collaterals for derivative<br>transactions, are measured at nominal value. Transaction costs<br>are initially recognized as prepaid expenses and amortized to<br>the income statement over the life of the instrument. Foreign<br>exchange gains and losses as well as interest expenses are<br>recognized in financial income and expenses in the income<br>statement.<br>Accounts payable<br>Accounts payable are carried at the invoiced amount.<br>Derivative financial instruments<br>Other financial assets and other financial liabilities are mainly<br>comprised of derivatives. They are recognized initially at fair value<br>on the date a derivative contract is entered into and subsequently<br>remeasured at fair value. The method of recognizing the resulting<br>gain or loss varies according to whether the derivatives are<br>designated and qualify under hedge accounting.<br>Derivatives not designated in hedge accounting relationships<br>carried at fair value through profit and loss<br>Foreign exchange forward contracts are valued at market-forward exchange rates at the reporting date. Changes in fair<br>value are measured by comparing these rates with the original<br>contract-forward rate. Currency options are valued at each<br>reporting date by using the Garman & Kohlhagen option<br>valuation model. Changes in fair value are recognized in<br>financial income and expenses in the income statement.<br>Fair values of forward rate agreements, interest rate options,<br>futures contracts and exchange-traded options are calculated<br>based on quoted market rates at each reporting date.<br>Discounted cash flow method is used to value interest rate and<br>cross-currency swaps. Changes in fair value are recognized in<br>financial income and expenses in the income statement.<br>Interest income or expense on interest rate derivatives is<br>accrued in the income statement during the financial year.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>269 Nokia in 2025 | |
| --- | |
| Hedge accounting<br>The Parent Company applies hedge accounting on certain forward foreign exchange contracts,<br>certain options or option strategies, and interest rate derivatives. Qualifying options and option<br>strategies have zero net premium, or a net premium paid. For option structures, the critical terms<br>of the purchased and written options are the same and the nominal amount of the written option<br>component is not greater than that of the purchased option.<br>The Parent Company applies fair value hedge accounting to reduce exposure to fair value<br>fluctuations of interest-bearing liabilities due to changes in interest rates and foreign exchange<br>rates. Interest rate swaps and cross-currency swaps are used aligned with the hedged items to<br>hedge interest rate risk and associated foreign exchange risk.<br>Changes in the fair value of derivatives designated and qualifying as fair value hedges, together<br>with any changes in the fair value of hedged liabilities attributable to the hedged risk, are recorded<br>in financial income and expenses in the income statement. The Parent Company separates the<br>foreign currency basis spread from cross-currency swaps and excludes it from the hedged risk as<br>cost of hedging that is initially recognized and subsequently measured at fair value and recorded in<br>cost of hedging reserve. If a hedge relationship no longer meets the criteria for hedge accounting,<br>hedge accounting ceases, cost of hedging recorded in cost of hedging reserve is immediately<br>expensed and any fair value adjustments made to the carrying amount of the hedged item while the<br>hedge was effective are recognized in financial income and expenses in the income statement<br>based on the effective interest method.<br>The Parent Company also applies cash flow hedging to future interest cash flows in foreign<br>currency related to issued bonds. These future interest cash flows are hedged with cross-currency<br>swaps that have been bifurcated and designated partly as fair value hedges to hedge both foreign<br>exchange and the interest rate benchmark risk component of the issued bond and partly as cash<br>flow hedges to hedge the foreign exchange risk related to the remaining portion of interest cash<br>flows on the issued bond. The accumulated gain or loss for the part of these cross-currency swaps<br>designated as cash flow hedges is initially recorded in hedging reserve and reclassified to profit or<br>loss at the time when the related interest cash flows are settled. The Parent Company separates<br>the foreign currency basis spread from cross-currency swaps and excludes it from the hedge<br>relationship as cost of hedging that is initially recognized and subsequently measured at fair value<br>and recorded in cost of hedging reserve.<br>Deferred tax<br>Deferred tax assets are recognized to the extent it is probable that future taxable profit will be<br>available against which the unused tax losses, unused tax credits and deductible temporary<br>differences can be utilized. The company continually evaluates the probability of utilizing its<br>deferred tax assets and considers both positive and negative evidence in its assessment.<br>Evaluation takes into account that Nokia entities in Finland can balance their taxable profits via the<br>group contribution system.<br>2. Personnel expenses<br>EURm 2025 2024<br>Salaries and wages 42 32<br>Share-based payments 2 —<br>Pension expenses 5 4<br>Social security expenses 3 —<br>Total 52 36<br>Average number of employees 2025 2024<br>Marketing 7 8<br>Administration 193 191<br>Total 200 199<br>Number of employees at 31 December 199 194<br>Management remuneration<br>Refer to Note 3.2. Remuneration of key management personnel in the consolidated financial<br>statements.<br>There were no loans granted to the members of the Nokia Group Leadership Team or Board of<br>Directors at 31 December 2025 or 2024.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>270 Nokia in 2025 | |
| --- | |
| 3. Auditor’s fees<br>Deloitte Oy served as our auditor and our sustainability reporting assurer for the financial year<br>ended 31 December 2025. The auditor and the sustainability reporting assurer are elected annually<br>by our shareholders at the Annual General Meeting for the next financial year commencing after the<br>election.<br>The following table presents fees by type paid to Deloitte’s network of firms for the years ended<br>31 December:<br>Parent Company Nokia Group<br>EURm 2025 2024 2025 2024<br>Audit fees 9 9 20 18<br>Audit-related fees 1 2 2 3<br>Tax fees — — — —<br>Other fees — — — —<br>Total 10 11 22 21<br>In 2025, Deloitte Oy performed non-audit services for the Parent company for total fees of EUR<br>1 176 thousand (EUR 2 113 thousand in 2024). These services included services described in<br>Auditing Act 1:1.2 § for EUR 973 thousand in 2025 (EUR 1 871 thousand in 2024) and other non-audit services for EUR 203 thousand (EUR 242 thousand in 2024).<br>4. Other operating income and expenses<br>EURm 2025 2024<br>Other operating income<br>Release of environmental provision — 10<br>Rental income 3 3<br>Settlement compensation 5 —<br>Other income 1 1<br>Total 9 14<br>Other operating expenses<br>Write-off of receivables — (23)<br>Other expenses (1) —<br>Total (1) (23)<br>5. Financial income and expenses<br>EURm 2025 2024<br>Income from non-current investments<br>Dividend income from Group companies 1 732 50<br>Total 1 732 50<br>Interest and other financial income<br>Interest income from Group companies 159 275<br>Interest income from other companies 105 231<br>Foreign exchange gains, net — 29<br>Other financial income from other companies 46 14<br>Total 310 549<br>Interest and other financial expenses<br>Interest expenses to Group companies (203) (414)<br>Interest expenses to other companies (124) (189)<br>Foreign exchange losses, net (46) —<br>Loss on liquidation of shares and businesses — (2)<br>Other financial expenses to other companies (36) (19)<br>Total (409) (624)<br>Financial income and expenses include EUR 31 million expense related to derivative financial<br>instruments subject to hedge accounting (EUR 13 million expense in 2024) and EUR 40 million<br>income related to liabilities subject to fair value hedge accounting (EUR 10 million income in 2024).<br>6. Income taxes<br>EURm 2025 2024<br>Current tax (3) (3)<br>Deferred tax 1 5<br>Total (2) 2<br>At 31 December 2025, the company has recognized deferred tax assets of EUR 27 million<br>(EUR 19 million in 2024). Furthermore, at 31 December 2025, the company had unrecognized<br>deferred tax assets of EUR 10 million related to unused tax credits (EUR 12 million in 2024) and EUR<br>20 million related to deductible temporary differences (EUR 20 million in 2024), the use of which<br>was not considered probable and therefore no deferred tax asset has been recognized in the<br>statement of financial position.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>271 Nokia in 2025 | |
| --- | |
| 7. Tangible assets<br>EURm<br>Land and<br>water areas Buildings<br>Machinery and<br>equipment<br>Other<br>tangible<br>assets and<br>advance<br>payments<br>Assets<br>under<br>construction Total<br>Acquisition cost at 1 January 2024 9 162 16 5 3 195<br>Additions — — — — 6 6<br>Disposals and retirements (1) (3) — — — (4)<br>Reclassifications — 1 1 — (1) 1<br>Acquisition cost at 31 December 2024 8 160 17 5 8 198<br>Accumulated depreciation at 1 January<br>2024 — (93) (15) (1) — (109)<br>Disposals and retirements — 2 — — — 2<br>Depreciation(1)<br> — (4) (1) — — (5)<br>Accumulated depreciation at 31<br>December 2024 — (95) (16) (1) — (112)<br>Net book value at 1 January 2024 9 69 1 4 3 86<br>Net book value at 31 December 2024 8 65 1 4 8 86<br>Acquisition cost at 1 January 2025 8 160 17 5 8 198<br>Additions — — — — 4 4<br>Reclassifications — 1 — — (1) —<br>Acquisition cost at 31 December 2025 8 161 17 5 11 202<br>Accumulated depreciation at 1 January<br>2025 — (95) (16) (1) — (112)<br>Depreciation(1)<br> — (4) — (1) — (5)<br>Accumulated depreciation at 31<br>December 2025 — (99) (16) (2) — (117)<br>Net book value at 1 January 2025 8 65 1 4 8 86<br>Net book value at 31 December 2025 8 62 1 3 11 85<br>(1) Recognized in selling, general and administrative expenses.<br>8. Investments<br>EURm 2025 2024<br>Investments in subsidiaries<br>Net book value as of 1 January 18 192 18 695<br>Capital return — (501)<br>Disposals — (2)<br>Net book value at 31 December 18 192 18 192<br>Non-current interest-bearing financial investments<br>Net book value as of 1 January 457 715<br>Additions 75 278<br>Disposals (133) (544)<br>Reclassification (38) 2<br>Other changes 7 6<br>Net book value at 31 December 368 457<br>Other non-current financial investments<br>Net book value as of 1 January 1 1<br>Additions 45 2<br>Other changes (2) (2)<br>Net book value at 31 December 44 1<br>Subsidiaries and associated companies are presented in Note 6.3. Group companies in the<br>consolidated financial statements.<br>9. Prepaid expenses and accrued income<br>EURm 2025 2024<br>Expected future cash settlement to acquire non-controlling interest in Nokia<br>Shanghai Bell(1)<br> — 486<br>Accrued interest 38 44<br>Other receivables from Group companies 105 99<br>Other accrued income from Group companies 33 26<br>Other prepaid expenses and accrued income from other companies 9 12<br>Total 185 667<br>(1) In December 2025, Nokia completed the purchase of China Huaxin’s approximately 50% share in Nokia Shanghai Bell. The cash<br>settlement made by the Group company amounted to EUR 501 million. Refer to Note 5.2. Financial assets and liabilities in the<br>consolidated financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>272 Nokia in 2025 | |
| --- | |
| 10. Shareholders’ equity<br>Changes in shareholders’ equity<br>EURm Share capital Share premium<br>Fare value and<br>other reserves<br>Reserve for<br>invested<br>unrestricted<br>equity<br>Retained<br>earnings(1) Total<br>At 1 January 2024 246 46 21 14 849 1 740 16 902<br>Settlement of share-based payments — — — 99 — 99<br>Acquisition of treasury shares(2)<br> — — — (1 501) — (1 501)<br>Net fair value gains — — 20 — — 20<br>Dividends — — — — (715) (715)<br>Loss for the year — — — — (99) (99)<br>At 31 December 2024 246 46 41 13 448 926 14 707<br>Settlement of share-based payments — — — 176 — 176<br>Acquisition of treasury shares(2)<br> — — — 197 — 197<br>Directed share issue(3)(4)<br> — — — 1 443 — 1 443<br>Net fair value losses — — (28) — — (28)<br>Dividends — — — — (755) (755)<br>Profit for the year — — — — 1 529 1 529<br>At 31 December 2025 246 46 14 15 264 1 700 17 269<br>(1) Includes treasury shares of EUR 344 million reducing the amount of retained earnings.<br>(2) In 2024, Nokia repurchased 176 832 266 shares under the January and November 2024 share buyback programs. The shares repurchased under the January 2024 program were<br>canceled in December 2024. In 2025, Nokia repurchased 130 813 954 shares under the November 2024 share buyback program. The shares repurchased in 2024 and 2025 under<br>the November 2024 program were canceled in April 2025. At 31 December 2024, Nokia recorded a liability and a reduction of reserve for invested unrestricted equity of EUR 821<br>million to reflect Nokia’s commitment under the agreement with a third-party broker conducting the share repurchases on Nokia’s behalf. The liability and reduction of reserve for<br>invested unrestricted equity were reversed in 2025 when the program was completed. For more information on Nokia’s share buyback programs, refer to Note 5.1. Equity in the<br>consolidated financial statements.<br>(3) In 2025, Nokia Corporation issued 166 389 351 new shares at the subscription price of USD 6.01 per share, corresponding to EUR 5.16 per share and EUR 859 million in total, in a<br>directed share issue to NVIDIA Corporation.<br>(4) In 2025, Nokia Corporation issued 127 434 986 treasury shares valued at EUR 584 million to the shareholders of Infinera in connection with the completion of Nokia’s acquisition<br>of Infinera. For more information on the acquisition of Infinera, refer to Note 6.2. Acquisitions in the consolidated financial statements.<br>Fair value and other reserves<br>Hedging reserve Cost of hedging Total<br>EURm Gross Tax Net Gross Tax Net Gross Tax Net<br>At 1 January 2024 21 (4) 17 6 (2) 4 27 (6) 21<br>Fair value and cash flow hedges<br>Net fair value gains/(losses) 12 (2) 10 15 (3) 12 27 (5) 22<br>Transfer to income statement (2) — (2) — — — (2) — (2)<br>At 31 December 2024 31 (6) 25 21 (5) 16 52 (11) 41<br>Fair value and cash flow hedges<br>Net fair value gains/(losses) (20) 4 (16) (12) 3 (9) (32) 7 (25)<br>Transfer to income statement (2) — (2) — — — (2) — (2)<br>At 31 December 2025 9 (2) 7 9 (2) 7 18 (4) 14<br>Distributable earnings<br>EURm 2025 2024<br>Reserve for invested unrestricted equity 15 264 13 448<br>Retained earnings 171 1 025<br>Profit/(loss) for the year 1 529 (99)<br>Total unrestricted equity 16 964 14 374<br>Total distributable earnings 16 964 14 374<br>The shares of the Parent company<br>Refer to Note 5.1. Equity in the consolidated financial<br>statements.<br>11. Provisions<br>EURm 2025 2024<br>Divestment-related 30 30<br>Total 30 30<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>273 Nokia in 2025 | |
| --- | |
| 12. Interest-bearing liabilities<br>Carrying amount EURm(1)<br>Instrument Currency Nominal (million) Final maturity 2025 2024<br>EIB R&D Loan EUR 500 2/2025 — 500<br>NIB R&D Loan EUR 83 5/2025 — 83<br>2.375% Senior Notes EUR 292 5/2025 — 292<br>2.00% Senior Notes EUR 630 3/2026 630 625<br>4.375% Senior Notes USD 500 6/2027 419 459<br>3.125% Senior Notes EUR 500 5/2028 491 488<br>4.375% Sustainability-linked Senior Notes(2) EUR 500 8/2031 507 517<br>NIB R&D Loan(3) EUR 250 10/2032 250 100<br>6.625% Senior Notes USD 500 5/2039 420 458<br>Other borrowings from Group companies 7 360 8 179<br>Other borrowings from other companies 17 39<br>Total 10 094 11 740<br>(1) Carrying amount includes EUR 15 million of fair value losses (EUR 46 million in 2024) related to fair value hedge accounting relationships, including EUR 120 million of fair value<br>gains (EUR 137 million in 2024) related to discontinued fair value hedge accounting relationships that are amortized over the life of the respective senior notes.<br>(2) The bond has a one-time redemption premium at maturity of EUR 4 million in case Nokia does not meet its commitment to reduce its greenhouse gas (GHG) emissions (in tCO2e)<br>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<br>Performance Target in Nokia’s Sustainable Finance Framework that enables the issuance of sustainability-linked financing instruments.<br>(3) The loan from Nordic Investment Bank (NIB) is payable in two installments in 2031 and 2032.<br>Significant credit facilities and funding programs:<br>Utilized (million)<br>Committed / uncommitted Financing arrangement Currency Nominal (million) 2025 2024<br>Committed Revolving Credit Facility(1) EUR 2 000 — —<br>Committed EIB R&D Loan Facility(2) EUR 435 — —<br>Uncommitted Finnish Commercial Paper Programme EUR 750 — —<br>Uncommitted Euro-Commercial Paper Programme EUR 1 500 — —<br>Uncommitted Euro Medium Term Note Programme(3) EUR 5 000 1 630 1 922<br>Total 1 630 1 922<br>(1) On 31 December 2025, Nokia had committed Revolving Credit Facilities (RCF) with nominal values of EUR 1 500 million maturing in June 2030 (with two one-year extension<br>options) and EUR 500 million maturing in March 2027 (with a one-year extension options). On 3 March 2026, Nokia voluntarily canceled the EUR 500 million RCF with the effective<br>date of 6 March 2026.<br>(2) The availability period of the loan facility ends in December 2027.<br>(3) All euro-denominated bonds have been issued under the Euro Medium Term Note Programme.<br>All borrowings and credit facilities presented in the tables above are senior unsecured and have no financial covenants.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>274 Nokia in 2025 | |
| --- | |
| 13. Fair value of financial instruments<br>Financial assets and liabilities recorded at fair value are categorized based on the amount of unobservable inputs used to measure<br>their fair value. Three hierarchical levels are based on an increasing amount of judgment associated with the inputs used to derive fair<br>valuation for these assets and liabilities, level 1 being market values for exchange traded products, level 2 being primarily based on<br>publicly available market information, and level 3 requiring most management judgment. At the end of each reporting period, Nokia<br>categorizes its financial assets and liabilities to the appropriate level of fair value hierarchy. Items carried at fair value in the following<br>table are measured at fair value on a recurring basis.<br>2025 2024<br>Carrying amounts Fair value(1) Carrying amounts Fair value(1)<br>EURm<br>At Cost /<br>Nominal<br>value Level 2 Level 3 Total Total<br>At Cost /<br>Nominal<br>value Level 2 Level 3 Total Total<br>Non-current interest-bearing financial investments 368 — — 368 377 457 — — 457 466<br>Other non-current financial investments — — 44 44 44 — — 1 1 1<br>Non-current loan receivables from Group companies 1 203 — — 1 203 1 203 1 412 — — 1 412 1 412<br>Non-current loan receivables from other companies 1 — — 1 1 16 — — 16 16<br>Current loan receivables from Group companies 3 263 — — 3 263 3 263 1 187 — — 1 187 1 187<br>Other current financial assets from Group<br>companies including derivatives 22 — — 22 22 — 43 — 43 43<br>Other current financial assets from other<br>companies including derivatives — 136 — 136 136 — 225 — 225 225<br>Current interest-bearing financial investments 323 618 — 941 941 486 1 090 — 1 576 1 576<br>Cash and cash equivalents 2 546 815 — 3 361 3 361 3 050 1 371 — 4 421 4 421<br>Total financial assets 7 726 1 569 44 9 339 9 348 6 608 2 729 1 9 338 9 347<br>Long-term interest-bearing liabilities to other<br>companies 2 087 — — 2 087 2 078 2 647 — — 2 647 2 636<br>Short-term interest-bearing liabilities to Group<br>companies 7 360 — — 7 360 7 360 8 179 — — 8 179 8 179<br>Short-term interest-bearing liabilities to other<br>companies 647 — — 647 647 914 — — 914 914<br>Other financial liabilities to Group companies<br>including derivatives — 54 — 54 54 — 35 — 35 35<br>Other financial liabilities to other companies<br>including derivatives — 257 — 257 257 1 119 — 486 1 605 1 605<br>Total financial liabilities 10 094 311 — 10 405 10 396 12 859 35 486 13 380 13 369<br>(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 are primarily based on publicly<br>available market information (level 2). The fair values of other assets and liabilities, including loans receivable and loans payable are primarily based on discounted cash flow<br>analysis (level 2). The fair value is estimated to equal the carrying amount for current financial assets and financial liabilities due to limited credit risk and short time to maturity.<br>Refer to Note 5.2 Financial assets and liabilities in the consolidated financial statements.<br>The level 2 category includes financial assets and liabilities<br>measured using a valuation technique based on assumptions<br>that are supported by prices from observable current market<br>transactions. These include assets and liabilities with fair values<br>based primarily on publicly available market information,<br>financial assets with fair values based on broker quotes and<br>assets that are valued using the Parent Company’s own<br>valuation models whereby the material assumptions are market<br>observable. The majority of the Parent Company’s cash<br>equivalents, current investments, over-the-counter derivatives<br>and certain other products are included within this category.<br>In 2025, deductions in level 3 financial liabilities primarily relate<br>to the purchase of China Huaxin’s non-controlling ownership<br>interest in NSB. Nokia had exercised its call option, outlined in<br>NSB’s shareholders' agreement, in 2024, to initiate the process<br>to become the sole shareholder in NSB. Refer to Note 5.2.<br>Financial assets and liabilities in the consolidated financial<br>statements.<br>Reconciliation of the opening and closing balances of level 3<br>financial assets and liabilities:<br>Level 3 Financial Level 3 Financial<br>EURm Assets Liabilities<br>At 1 January 2024 1 (454)<br>Other movements — (32)<br>At 31 December 2024 1 (486)<br>At 1 January 2025 1 (486)<br>Additions 45 —<br>Deductions — 486<br>Other movements (2) —<br>At 31 December 2025 44 —<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>275 Nokia in 2025 | |
| --- | |
| 14. Derivative financial instruments<br>Assets Liabilities<br>EURm Fair value(1) Notional(2) Fair value(1) Notional(2)<br>At 31 December 2025<br>Fair value hedges<br>Interest rate swaps 22 1 255 (3) 375<br>Cash flow and fair value hedges(3)<br>Cross-currency swaps — — (178) 851<br>Derivatives not designated in hedge accounting relationships carried at fair value<br>through profit and loss<br>Forward foreign exchange contracts, other companies 95 6 001 (77) 4 626<br>Forward foreign exchange contracts, Group companies 22 1 913 (50) 3 368<br>Currency options bought, other companies 4 563 — —<br>Currency options sold, Group companies — — (4) 563<br>Total 143 9 732 (312) 9 783<br>At 31 December 2024<br>Fair value hedges<br>Interest rate swaps 28 1 130 (10) 792<br>Cash flow and fair value hedges(3)<br>Cross-currency swaps 15 241 (97) 722<br>Derivatives not designated in hedge accounting relationships carried at fair value<br>through profit and loss<br>Forward foreign exchange contracts, other companies 120 8 037 (190) 7 685<br>Forward foreign exchange contracts, Group companies 43 3 536 (35) 2 734<br>Currency options bought, other companies 15 860 — —<br>Currency options sold, Group companies — — — 90<br>Total 221 13 804 (332) 12 023<br>(1) Included in other current financial assets and other current financial liabilities in the statement of financial position.<br>(2) Includes the gross amount of all notional values for contracts that have not yet been settled or cancelled. The amount of notional value outstanding is not necessarily a measure or<br>indication of market risk as the exposure of certain contracts may be offset by that of other contracts.<br>(3) Cross-currency interest rate swaps have been designated partly as fair value hedges and partly as cash flow hedges.<br>Derivative financial instrument designation to hedging relationships in the table above presents the use of and accounting for<br>derivative financial instruments from the perspective of the Parent Company’s standalone financial statements, which may differ from<br>the designation in the consolidated financial statements. Refer to 5.3. Derivative assets and liabilities in the consolidated financial<br>statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>276 Nokia in 2025 | |
| --- | |
| 15. Accrued expenses and other<br>liabilities<br>EURm 2025 2024<br>Accrued interest expenses 35 47<br>Salaries and social expenses 18 12<br>VAT and other indirect taxes 1 20<br>Other accrued expenses to Group companies 24 32<br>Other accrued expenses to other companies 24 14<br>Total 102 125<br>16. Commitments and contingencies<br>EURm 2025 2024<br>Contingent liabilities on behalf of Group<br>companies<br>Leasing guarantees(1) 18 14<br>Other guarantees(2) 1 426 1 583<br>(1) In 2025, Nokia Corporation aligned the presentation of leasing guarantees with<br>other guarantees in relation to secondary liabilities. As a result, the comparative<br>amount for 2024 has been adjusted accordingly.<br>(2) The comparative information for 2024 for other guarantees has been recast in<br>relation to certain provisions and advance payments recorded by the Group<br>companies.<br>At 31 December 2025, operating lease commitments amounted<br>to EUR 3 million (EUR 3 million in 2024).<br>In addition to the above-mentioned guarantees, the parent<br>company acts as a guarantor on behalf of other Group<br>companies. Most of these guarantees relate to customer<br>contracts and are callable if Group companies fail to fulfill their<br>obligations.<br>17. Financial risk management<br>Nokia has a systematic and structured approach to financial risk<br>management across business operations and processes.<br>Financial risk management policies and procedures are group-wide, and there are no separate or individual financial risk<br>management policies or procedures for the Parent Company.<br>Hence, internal and external financial risk exposures and<br>transactions are managed only in the context of the Nokia<br>financial risk management strategy. The Parent Company is the<br>centralized external dealing entity in Nokia. The Parent<br>Company executes all significant external financial transactions<br>with banks based on Nokia’s financial risk management strategy<br>and executes identical opposite internal financial transactions<br>with Nokia companies as required. Refer to Note 5.4. Financial<br>risk management in the consolidated financial statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br> • Notes to the Parent Company<br>financial statements<br>Other information<br>277 Nokia in 2025 | |
| --- | |
| Signing of the Annual Accounts, the Review of<br>the Board of Directors and the Sustainability<br>Statement 2025<br>The distributable funds on the statement of financial position of the Parent Company on 31<br>December 2025 were EUR 16 964 million, of which the profit for the financial year 2025 was<br>EUR 1 529 million. The Board of Directors proposes to the Annual General Meeting 2026 that based<br>on the statement of financial position to be adopted for the financial year ended on 31 December<br>2025, no dividend is distributed by a resolution of the Annual General Meeting for the financial year<br>ended on 31 December 2025. Instead, the Board proposes to the Annual General Meeting to be<br>authorized to decide, in its discretion, on the distribution of an aggregate maximum of EUR 0.14<br>per share as dividend from the retained earnings and/or as assets from the reserve for invested<br>unrestricted equity. On the date of issuing the financial statements for 2025, the number of the<br>Company’s shares is 5 742 239 696, and the authorization would equal to an approximate<br>maximum of EUR 804 million. The proposed total authorization for asset distribution is in line with<br>the Company’s dividend policy.<br>The financial statements, prepared in accordance with applicable accounting regulations, give a<br>true and fair view of the assets, liabilities, financial position and profit or loss of both Nokia<br>Corporation and the Group, as applicable. The board review contains a fair review of the<br>development and results of the business operations of both Nokia Corporation and the Group as<br>well as a description of the most material risks and uncertainties and other aspects of Nokia’s<br>condition. The sustainability report included in the board review has been prepared in accordance<br>with the reporting standards referred to in Chapter 7 of the Finnish Accounting Act and Article 8 of<br>the Taxonomy Regulation.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>278 Nokia in 2025 | |
| --- | |
| 5 March 2026<br>Sari Baldauf<br>Chair<br>Timo Ihamuotila<br>Timo Ahopelto Elizabeth Crain<br>Thomas Dannenfeldt Pernille Erenbjerg<br>Lisa Hook Mike McNamara<br>Thomas Saueressig Kai Öistämö<br>Justin Hotard<br>President and CEO<br>The Auditor’s note<br>Auditor’s Report has been issued today<br>Helsinki, 5 March 2026<br>Deloitte Oy<br>Authorized Public Accountant Firm<br>Jukka Vattulainen<br>APA<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>279 Nokia in 2025 | |
| --- | |
| Auditor’s report<br>(Translation of the Finnish Original)<br>To the Annual General Meeting of Nokia Corporation<br>Report on the Audit of the Financial<br>Statements<br>Opinion<br>We have audited the financial statements of Nokia Corporation<br>(business identity code 0112038-9) for the year ended 31<br>December 2025. The financial statements comprise the<br>consolidated statement of financial position, income statement,<br>statement of comprehensive income, statement of changes in<br>shareholders’ equity, statement of cash flows and notes,<br>including material accounting policy information, as well as the<br>parent company’s statement of financial position, income<br>statement, statement of cash flows and notes.<br>In our opinion<br> ▪ the consolidated financial statements give a true and fair<br>view of the group’s financial position,financial performance<br>and cash flows in accordance with IFRS Accounting<br>Standards as adopted by the EU.<br> ▪ the financial statements give a true and fair view of the<br>parent company’s financial performance and financial<br>position in accordance with the laws and regulations<br>governing the preparation of financial statements in Finland<br>and comply with statutory requirements.<br>Our opinion is consistent with the additional report submitted<br>to the Audit Committee.<br>Basis for opinion<br>We conducted our audit in accordance with good auditing<br>practice in Finland. Our responsibilities under good auditing<br>practice are further described in the Auditor’s Responsibilities<br>for the Audit of the Financial Statements section of our report.<br>We are independent of the parent company and of the group<br>companies in accordance with the ethical requirements that are<br>applicable in Finland and are relevant to our audit, and we have<br>fulfilled our other ethical responsibilities in accordance with<br>these requirements.<br>In our best knowledge and understanding, the non-audit<br>services that we have provided to the parent company and<br>group companies are in compliance with laws and regulations<br>applicable in Finland regarding these services, and we have not<br>provided any prohibited non-audit services referred to in Article<br>5(1) of regulation (EU) 537/2014. The non-audit services that<br>we have provided have been disclosed in note 3 to the parent<br>company financial statements.<br>We believe that the audit evidence we have obtained is<br>sufficient and appropriate to provide a basis for our opinion.<br>Our application of materiality<br>We define materiality as the magnitude of misstatement in the<br>financial statements that makes it probable that the economic<br>decisions of a reasonably knowledgeable person would be<br>changed or influenced. We use materiality both in planning the<br>scope of our audit work and in evaluating the results of our<br>work.<br>Based on our professional judgement, we determined<br>materiality for the consolidated financial statements as a whole<br>as follows:<br>Materiality in the Group financial statements<br>Materiality €150 million<br>Basis for<br>determining<br>materiality<br>0.7% of consolidated net sales<br>Rationale<br>for the<br>benchmark<br>applied<br>Given the importance of net sales to investors<br>and other users of the financial statements, we<br>have used it as the primary benchmark.<br>Key audit matters<br>Key audit matters are those matters that, in our professional<br>judgment, were of most significance in our audit of the financial<br>statements of the current period. These matters were<br>addressed in the context of our audit of the financial<br>statements as a whole and in forming our opinion thereon, and<br>we do not provide a separate opinion on these matters.<br>We have also addressed the risk of management override of<br>internal controls. This includes consideration of whether there<br>was evidence of management bias that represented a risk of<br>material misstatement due to fraud.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>280 Nokia in 2025 | |
| --- | |
| Key audit matter How our audit addressed the key audit matter<br>Revenue recognition - Accounting for significant and complex<br>contracts<br>Refer to Note 2.1 to the financial statements<br>The Company enters into multi-year framework agreements with<br>customers, which together with purchase orders for hardware,<br>software and services, represent revenue contracts. Certain<br>revenue contracts are particularly significant in value and contain<br>highly complex terms and conditions which impact revenue<br>recognition. Accounting complexities for such revenue contracts<br>include the assessment of contractual settlements, contract<br>combinations and subsequent contract modifications, and other<br>factors occurring during the period that materially impact<br>revenue recognition.<br>Given the level of complexity in performing such accounting<br>assessments for these significant and complex revenue<br>contracts, our audit procedures to evaluate the reasonableness<br>of these accounting judgements require a high degree of auditor<br>judgement.<br>This matter is a significant risk of material misstatement referred<br>to in EU Regulation No 537/2014, point (c) of Article 10(2).<br>Our audit procedures related to the determination of the<br>appropriateness of the revenue recognition for these significant<br>and complex revenue contracts included the following, amongst<br>others:<br> ▪ We tested the effectiveness of controls over the<br>determination of accounting treatment for significant and<br>complex revenue contracts;<br> ▪ We utilised data analytics to identify revenue contracts that<br>were significant in value and contained complexities;<br> ▪ We analysed the significant and complex revenue contracts<br>entered into or modified during the current period, to identify<br>all terms and conditions relevant to revenue recognition; and<br> ▪ We assessed whether management’s accounting conclusions<br>in relation to the areas of complexity identified in significant<br>and complex revenue contracts were in accordance with IFRS<br>15 Revenue from Contracts with Customers.<br>We have no key audit matters to report with respect to our audit of the parent company financial statements. There are no<br>significant risks of material misstatement referred to in EU regulation No 537/2014, point (c) of Article 10(2) relating to the parent<br>company’s financial statements.<br>Responsibilities of the Board of Directors and<br>the Managing Director for the Financial<br>Statements<br>The Board of Directors and the Managing Director are<br>responsible for the preparation of consolidated financial<br>statements that give a true and fair view in accordance with IFRS<br>Accounting Standards as adopted by the EU, and of financial<br>statements that give a true and fair view in accordance with the<br>laws and regulations governing the preparation of financial<br>statements in Finland and comply with statutory requirements.<br>The Board of Directors and the Managing Director are also<br>responsible for such internal control as they determine is<br>necessary to enable the preparation of financial statements<br>that are free from material misstatement, whether due to fraud<br>or error.<br>In preparing the financial statements, the Board of Directors<br>and the Managing Director are responsible for assessing the<br>parent company’s and the group’s ability to continue as a going<br>concern, disclosing, as applicable, matters relating to going<br>concern and using the going concern basis of accounting. The<br>financial statements are prepared using the going concern basis<br>of accounting unless there is an intention to liquidate the parent<br>company or the group or cease operations, or there is no<br>realistic alternative but to do so.<br>Auditor’s Responsibilities for the Audit of the<br>Financial Statements<br>Our objectives are to obtain reasonable assurance on whether<br>the financial statements as a whole are free from material<br>misstatement, whether due to fraud or error, and to issue an<br>auditor’s report that includes our opinion. Reasonable<br>assurance is a high level of assurance, but is not a guarantee<br>that an audit conducted in accordance with good auditing<br>practice will always detect a material misstatement when it<br>exists. Misstatements can arise from fraud or error and are<br>considered material if, individually or in the aggregate, they<br>could reasonably be expected to influence the economic<br>decisions of users taken on the basis of the financial<br>statements.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>281 Nokia in 2025 | |
| --- | |
| As part of an audit in accordance with good auditing practice, we<br>exercise professional judgment and maintain professional<br>scepticism throughout the audit. We also:<br> ▪ Identify and assess the risks of material misstatement of the<br>financial statements, whether due to fraud or error, design<br>and perform audit procedures responsive to those risks, and<br>obtain audit evidence that is sufficient and appropriate to<br>provide a basis for our opinion. The risk of not detecting a<br>material misstatement resulting from fraud is higher than<br>for one resulting from error, as fraud may involve collusion,<br>forgery, intentional omissions, misrepresentations, or the<br>override of internal control.<br> ▪ Obtain an understanding of internal control relevant to the<br>audit in order to design audit procedures that are<br>appropriate in the circumstances, but not for the purpose of<br>expressing an opinion on the effectiveness of the parent<br>company’s or the group’s internal control.<br> ▪ Evaluate the appropriateness of accounting policies used<br>and the reasonableness of accounting estimates and related<br>disclosures made by management.<br> ▪ Conclude on the appropriateness of the Board of Directors’<br>and the Managing Director’s use of the going concern basis<br>of accounting and based on the audit evidence obtained,<br>whether a material uncertainty exists related to events or<br>conditions that may cast significant doubt on the parent<br>company’s or the group’s ability to continue as a going<br>concern. If we conclude that a material uncertainty exists,<br>we are required to draw attention in our auditor’s report to<br>the related disclosures in the financial statements or, if such<br>disclosures are inadequate, to modify our opinion. Our<br>conclusions are based on the audit evidence obtained up to<br>the date of our auditor’s report. However, future events or<br>conditions may cause the parent company or the group to<br>cease to continue as a going concern.<br> ▪ Evaluate the overall presentation, structure and content of<br>the financial statements, including the disclosures, and<br>whether the financial statements represent the underlying<br>transactions and events so that the financial statements<br>give a true and fair view.<br> ▪ Plan and perform the group audit to obtain sufficient<br>appropriate audit evidence regarding the financial<br>information of the entities or business units within the group<br>as a basis for forming an opinion on the group financial<br>statements. We are responsible for the direction,<br>supervision and review of the audit work performed for<br>purposes of the group audit. We remain solely responsible<br>for our audit opinion.<br>We communicate with those charged with governance<br>regarding, among other matters, the planned scope and timing<br>of the audit and significant audit findings, including any<br>significant deficiencies in internal control that we identify during<br>our audit.<br>We also provide those charged with governance with a<br>statement that we have complied with relevant ethical<br>requirements regarding independence, and communicate with<br>them all relationships and other matters that may reasonably be<br>thought to bear on our independence, and where applicable,<br>related safeguards.<br>From the matters communicated with those charged with<br>governance, we determine those matters that were of most<br>significance in the audit of the financial statements of the<br>current period and are therefore the key audit matters. We<br>describe these matters in our auditor’s report unless law or<br>regulation precludes public disclosure about the matter or<br>when, in extremely rare circumstances, we determine that a<br>matter should not be communicated in our report because the<br>adverse consequences of doing so would reasonably be<br>expected to outweigh the public interest benefits of such<br>communication.<br>Other reporting requirements<br>Information on our audit engagement<br>We were first appointed as auditors by the Annual General<br>Meeting for the financial year 1 January – 31 December 2020,<br>and our appointment represents a total period of uninterrupted<br>engagement of six (6) years.<br>Other information<br>The Board of Directors and the Managing Director are<br>responsible for the other information. The other information<br>comprises the report of the Board of Directors and the<br>information included in the Annual Report but does not include<br>the financial statements or our auditor’s report thereon.<br>Our opinion on the financial statements does not cover the<br>other information.<br>In connection with our audit of the financial statements, our<br>responsibility is to read the other information and, in doing so,<br>consider whether the other information is materially<br>inconsistent with the financial statements or our knowledge<br>obtained in the audit, or otherwise appears to be materially<br>misstated. With respect to the report of the Board of Directors,<br>our responsibility also includes considering whether the report<br>of the Board of Directors has been prepared in compliance with<br>the applicable provisions, excluding the sustainability report<br>information on which there are provisions in Chapter 7 of the<br>Accounting Act and in the sustainability reporting standards.<br>In our opinion, the information in the report of the Board of<br>Directors is consistent with the information in the financial<br>statements and the report of the Board of Directors has been<br>prepared in compliance with the applicable provisions. Our<br>opinion does not cover the sustainability report information on<br>which there are provisions in Chapter 7 of the Accounting Act<br>and in the sustainability reporting standards.<br>If, based on the work we have performed, we conclude that<br>there is a material misstatement of the other information, we<br>are required to report that fact. We have nothing to report in<br>this regard.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>282 Nokia in 2025 | |
| --- | |
| Other statements based on law<br>Our responsibility is to, based on our audit, express an opinion<br>on the registration and publication of the income tax report<br>required in Chapter 7 b of the Accounting Act.<br>The Board of Directors and the Managing Director are<br>responsible for the registration and the publication of the<br>income tax report.<br>In our opinion, the company has not been obliged to register<br>and publish an income tax report referred to in Chapter 7 b of<br>the Accounting Act for the financial year immediately preceding<br>the financial year.<br>Other statements<br>We support that the financial statements should be adopted.<br>The proposal by the Board of Directors regarding the use of the<br>profit shown in the balance sheet and the distribution of other<br>unrestricted equity is in compliance with the Limited Liability<br>Companies Act. We support that the Members of the Board of<br>Directors of the parent company and the Managing Director<br>should be discharged from liability for the financial period<br>audited by us.<br>Helsinki, 5 March 2026<br>Deloitte Oy<br>Audit Firm<br>Jukka Vattulainen<br>Authorised Public Accountant (KHT)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>283 Nokia in 2025 | |
| --- | |
| Auditor’s ESEF assurance report<br>Independent auditor’s report on the<br>ESEF financial statements of Nokia<br>Corporation<br>(translation of the Finnish Original)<br>To the Board of Directors of Nokia Corporation<br>We have performed a reasonable assurance engagement on the<br>financial statements (549300A0JPRWG1KI7U06-2025-12-31-<br>fi.zip) of Nokia Corporation (0112038-9) that have been<br>prepared in accordance with the Commission's regulatory<br>technical standard for the financial year ended 31.12.2025.<br>Responsibilities of the Board of Directors and the Managing<br>Director<br>The Board of Directors and the Managing Director are<br>responsible for the preparation of the company’s report of the<br>Board of Directors and financial statements (the ESEF financial<br>statements) in such a way that they comply with the<br>requirements of the Commission's regulatory technical<br>standard. This responsibility includes:<br> ▪ preparing the ESEF financial statements in XHTML format in<br>accordance with Article 3 of the Commission's regulatory<br>technical standard<br> ▪ tagging the primary financial statements, notes and<br>company's identification data in the consolidated financial<br>statements that are included in the ESEF financial<br>statements with iXBRL tags in accordance with Article 4 of<br>the Commission's regulatory technical standard and<br> ▪ ensuring the consistency between the ESEF financial<br>statements and the audited financial statements.<br>The Board of Directors and the Managing Director are also<br>responsible for such internal control as they determine is<br>necessary to enable the preparation of ESEF financial<br>statements in accordance with the requirements of the<br>Commission's regulatory technical standard.<br>Auditor’s independence and quality management<br>We are independent of the company in accordance with the<br>ethical requirements that are applicable in Finland and are<br>relevant to the engagement we have performed, and we have<br>fulfilled our other ethical responsibilities in accordance with<br>these requirements.<br>The auditor applies International Standard on Quality<br>Management (ISQM) 1, which requires the firm to design,<br>implement, and operate a system of quality management<br>including policies or procedures regarding compliance with<br>ethical requirements, professional standards, and applicable<br>legal and regulatory requirements.<br>Auditor’s responsibilities<br>Our responsibility is to, in accordance with Chapter 7, Section 8<br>of the Securities Markets Act, provide assurance on the financial<br>statements that have been prepared in accordance with the<br>Commission's regulatory technical standard. We express an<br>opinion on whether the consolidated financial statements that<br>are included in the ESEF financial statements have been tagged,<br>in all material respects, in accordance with the requirements of<br>Article 4 of the Commission's regulatory technical standard.<br>Our responsibility is to indicate in our opinion to what extent the<br>assurance has been provided. We conducted a reasonable<br>assurance engagement in accordance with International<br>Standard on Assurance Engagements (ISAE) 3000.<br>The engagement includes procedures to obtain evidence on:<br> ▪ whether the primary financial statements in the consolidated<br>financial statements that are included in the ESEF financial<br>statements have been tagged, in all material respects, with<br>iXBRL tags in accordance with the requirements of Article 4<br>of the Commission's regulatory technical standard and<br> ▪ whether the notes and company's identification data in the<br>consolidated financial statements that are included in the<br>ESEF financial statements have been tagged, in all material<br>respects, with iXBRL tags in accordance with the<br>requirements of Article 4 of the Commission's regulatory<br>technical standard and<br> ▪ whether there is consistency between the ESEF financial<br>statements and the audited financial statements.<br>The nature timing and extent of the selected procedures<br>depend on the auditor’s judgment. This includes an assessment<br>of the risk of a material deviation due to fraud or error from the<br>requirements of the Commission's regulatory technical<br>standard.<br>We believe that the evidence we have obtained is sufficient and<br>appropriate to provide a basis for our opinion.<br>Opinion<br>Our opinion pursuant to Chapter 7, Section 8 of the Securities<br>Markets Act is that the primary financial statements, notes and<br>company's identification data in the consolidated financial<br>statements that are included in the ESEF financial statements of<br>Nokia Corporation (549300A0JPRWG1KI7U06-2025-12-31-fi.zip)<br>for the financial year ended 31.12.2025 have been tagged, in all<br>material respects, in accordance with the requirements of the<br>Commission's regulatory technical standard.<br>Our opinion on the audit of the consolidated financial<br>statements of Nokia Corporation for the financial year ended<br>31.12.2025 has been expressed in our auditor’s report dated<br>5.3.2026. With this report we do not express an opinion on the<br>audit of the consolidated financial statements nor express<br>another assurance conclusion.<br>Helsinki, 5 March 2026<br>Deloitte Oy<br>Audit firm<br>Jukka Vattulainen<br>Authorised Public Accountant (KHT)<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>284 Nokia in 2025 | |
| --- | |
| Assurance report on the<br>Sustainability Statement<br>(Translation of the Finnish Original)<br>To the Annual General Meeting of Nokia Corporation<br>Assurance of the Sustainability Statement<br>We have performed a limited assurance engagement on the<br>group sustainability statement of Nokia Corporation<br>(0112038-9) that is referred to in Chapter 7 of the Accounting<br>Act and that is included in the report of the Board of Directors<br>for the reporting period 1.1.–31.12.2025.<br>Opinion<br>Based on the procedures we have performed and the evidence<br>we have obtained, nothing has come to our attention that<br>causes us to believe that the group sustainability statement<br>does not comply, in all material respects, with<br> ▪ the requirements laid down in Chapter 7 of the Accounting<br>Act and the sustainability reporting standards (ESRS), and<br> ▪ the requirements laid down in Article 8 of the Regulation (EU)<br>2020/852 of the European Parliament and of the Council on<br>the establishment of a framework to facilitate sustainable<br>investment, and amending Regulation (EU) 2019/2088 (EU<br>Taxonomy).<br>Point 1 above also contains the process in which Nokia<br>Corporation has identified the information for reporting in<br>accordance with the sustainability reporting standards (double<br>materiality assessment).<br>Our opinion does not cover the tagging of the group<br>sustainability statement with digital XBRL sustainability tags in<br>accordance with Chapter 7, Section 22, Subsection 1(2), of the<br>Accounting Act, because sustainability reporting companies<br>have not had the possibility to comply with that requirement in<br>the absence of requirements for the tagging of sustainability<br>information in the ESEF regulation or other European Union<br>legislation.<br>Basis for Opinion<br>We performed the assurance of the group sustainability<br>statement as a limited assurance engagement in compliance<br>with good assurance practice in Finland and with the<br>International Standard on Assurance Engagements (ISAE) 3000<br>(Revised) Assurance Engagements Other than Audits or Reviews<br>of Historical Financial Information.<br>Our responsibilities under this standard are further described in<br>the Responsibilities of the Authorised Sustainability Auditor<br>section of our report.<br>We believe that the evidence we have obtained is sufficient and<br>appropriate to provide a basis for our opinion.<br>Authorised group sustainability auditor's<br>Independence and Quality Management<br>We are independent of the parent company and of the group<br>companies in accordance with the ethical requirements that are<br>applicable in Finland and are relevant to our engagement, and<br>we have fulfilled our other ethical responsibilities in accordance<br>with these requirements.<br>The authorised group sustainability auditor applies International<br>Standard on Quality Management ISQM 1, which requires the<br>authorised sustainability audit firm to design, implement and<br>operate a system of quality management including policies or<br>procedures regarding compliance with ethical requirements,<br>professional standards and applicable legal and regulatory<br>requirements.<br>Responsibilities of the Board of Directors and<br>the Managing Director<br>The Board of Directors and the Managing Director of Nokia<br>Corporation are responsible for:<br> ▪ the group sustainability statement and for its preparation<br>and presentation in accordance with the provisions of<br>Chapter 7 of the Accounting Act, including the process that<br>has been defined in the sustainability reporting standards<br>and in which the information for reporting in accordance<br>with the sustainability reporting standards has been<br>identified,<br> ▪ the compliance of the group sustainability statement with<br>the requirements laid down in Article 8 of the Regulation (EU)<br>2020/852 of the European Parliament and of the Council on<br>the establishment of a framework to facilitate sustainable<br>investment, and amending Regulation (EU) 2019/2088, and<br> ▪ such internal control as the Board of Directors and the<br>Managing Director determine is necessary to enable the<br>preparation of a group sustainability statement that is free<br>from material misstatement, whether due to fraud or error.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>285 Nokia in 2025 | |
| --- | |
| Inherent Limitations in the Preparation of a<br>Sustainability Statement<br>In preparing the group sustainability statement, the company is<br>required to conduct a materiality assessment to identify<br>relevant matters to be reported. This process involves<br>significant management judgement and choices. Due to the<br>nature and characteristics of sustainability reporting, this type<br>of information involves estimates and assumptions, as well as<br>measurement and evaluation uncertainties.<br>In reporting forward-looking information according to the ESRS<br>standards, management is required to prepare the forward-looking information on the basis of disclosed assumptions<br>about events that may occur in the future and possible future<br>actions by the Group and prepare the forward-looking<br>information based on these assumptions. The actual outcome is<br>likely to be different since anticipated events frequently do not<br>occur as expected.<br>The determination of greenhouse gas emissions involves<br>inherent uncertainty due to incomplete scientific knowledge<br>used to define the numerical values for emission factors and<br>the combination of emissions from different gases.<br>Responsibilities of the Authorised Group<br>Sustainability Auditor<br>Our responsibility is to perform an assurance engagement to<br>obtain limited assurance about whether the group sustainability<br>statement is free from material misstatement, whether due to<br>fraud or error, and to issue a limited assurance report that<br>includes our opinion. Misstatements can arise from fraud or<br>error and are considered material if, individually or in the<br>aggregate, they could reasonably be expected to influence the<br>decisions of users taken on the basis of the group sustainability<br>statement.<br>Compliance with the International Standard on Assurance<br>Engagements (ISAE) 3000 (Revised) requires that we exercise<br>professional judgment and maintain professional skepticism<br>throughout the engagement. We also:<br> ▪ Identify and assess the risks of material misstatement of the<br>group sustainability statement, whether due to fraud or<br>error, and obtain an understanding of internal control<br>relevant to the engagement in order to design assurance<br>procedures that are appropriate in the circumstances, but<br>not for the purpose of expressing an opinion on the<br>effectiveness of the parent company’s or the group’s<br>internal control.<br> ▪ Design and perform assurance procedures responsive to<br>those risks to obtain evidence that is sufficient and<br>appropriate to provide a basis for our opinion. The risk of<br>not detecting a material misstatement resulting from fraud<br>is higher than for one resulting from error, as fraud may<br>involve collusion, forgery, intentional omissions,<br>misrepresentations, or the override of internal control.<br>Description of the Procedures That Have Been<br>Performed<br>The procedures performed in a limited assurance engagement<br>vary in nature and timing from, and are less in extent than for, a<br>reasonable assurance engagement. The nature, timing and<br>extent of assurance procedures selected depend on<br>professional judgment, including the assessment of risks of<br>material misstatement, whether due to fraud or error.<br>Consequently, the level of assurance obtained in a limited<br>assurance engagement is substantially lower than the assurance<br>that would have been obtained had a reasonable assurance<br>engagement been performed.<br>Our procedures included for ex. the following:<br> ▪ Performed inquiries of the company’s management and<br>personnel responsible for collecting and reporting the<br>information contained in the group sustainability statement<br>at the group level and for subsidiaries, as well as at the<br>different levels and business areas of the organization.<br> ▪ Obtained an understanding of the company’s sustainability<br>reporting process, internal controls, and information<br>systems related to the sustainability reporting process<br>through inquiries.<br> ▪ Reviewed the company’s internal guidelines and policies<br>relevant to the information presented in the group<br>sustainability statement.<br> ▪ Reviewed the supporting documentation and records<br>prepared by the company, where applicable, and assessed<br>whether they support the information included in the<br>group sustainability statement.<br> ▪ Performed site visits at selected locations.<br> ▪ With respect to the double materiality assessment process,<br>we evaluated the implementation of the process<br>conducted by the company in relation to the requirements<br>of the ESRS standards and assessed whether the disclosed<br>information on the double materiality assessment is in<br>accordance with the ESRS standards.<br> ▪ Evaluated whether the group sustainability statement<br>meets the requirements of the ESRS standards, in all<br>material aspects, regarding material sustainability matters<br>to a significant extent.<br> ▪ With respect to the EU taxonomy information, we obtained<br>an understanding of the process by which the company has<br>identified taxonomy-eligible and taxonomy-aligned<br>economic activities and assessed the compliance of the<br>related disclosed information with the regulations.<br>Helsinki, 5 March 2026<br>Deloitte Oy<br>Authorised Sustainability Audit Firm<br>Jukka Vattulainen<br>KRT<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Consolidated financial<br>statements<br>Notes to the consolidated<br>financial statements<br>Parent Company financial<br>statements<br>Notes to the Parent Company<br>financial statements<br>Other information<br>286 Nokia in 2025 | |
| --- | |
| Use of certain terms 288<br>Forward-looking statements 289<br>Glossary 290<br>Investor information 293<br>287 Nokia in 2025 | |
| --- | |
| Use of certain<br>terms<br>Nokia Corporation (“Parent Company”) is a public limited liability<br>company incorporated under the laws of the Republic of Finland<br>and registered to the Finnish Trade Register since 1896. In this<br>report, any reference to “we,” “us,” “Nokia Group,” “the<br>Group,” “the company” or “Nokia” means Nokia Corporation<br>and its consolidated subsidiaries and generally Nokia’s<br>continuing operations, except where we separately specify that<br>the term means Nokia Corporation or a particular subsidiary or<br>business segment only or our discontinued operations.<br>References to “our shares,” matters relating to our shares or<br>matters of corporate governance refer to the shares and<br>corporate governance of Nokia Corporation.<br>Nokia Corporation has published its consolidated financial<br>statements in euro for periods beginning on or after 1 January<br>1999. In this report, references to “EUR,” “euro” or “€” are to<br>the common currency of the European Economic and Monetary<br>Union, references to “dollars,” “US dollars,” “USD” or “$” are to<br>the currency of the United States, references to “Chinese yuan”<br>or “CNY” are to the official currency of the People’s Republic of<br>China, references to “INR” or “Indian rupee” are to the official<br>currency of the Republic of India, references to “GBP” or“British<br>pound” are to the official currency of the United Kingdom and<br>references to “Japanese yen” or “JPY” are to the official<br>currency of Japan. Additional terms are defined in the<br> “Glossary.”<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br> • Use of certain terms<br>Forward-looking statements<br>Glossary<br>Investor information<br>288 Nokia in 2025 | |
| --- | |
| Forward-looking<br>statements<br>Certain statements contained in this report constitute<br> “forward-looking statements.” Forward-looking statements<br>provide Nokia's current expectations of future events and<br>trends based on certain assumptions and include any statement<br>that does not directly relate to any current or historical fact.<br>The words “believe,” “expect,” “expectations,” “anticipate,”<br> “foresee,” “see,” “target,” “estimate,” “designed,” “aim,”<br> “plan,” “intend,” “influence,” “assumption,” “focus,”<br> “continue,” “project,” “should,” “is to,” “will,” “strive,” “may,”<br> “could,” “forecast,” or similar expressions as they relate to us<br>or our management are intended to identify these forward-looking statements, as well as statements regarding:<br>a) business strategies, planning assumptions, projects, market<br>expansion, growth management, and future industry trends<br>and megatrends and our plans to address them;<br>b) future performance of our businesses and any future<br>distributions and dividends;<br>c) expectations and targets regarding financial performance,<br>results, operating expenses, cash flows, tariffs, taxes,<br>currency exchange rates, hedging, cost savings and<br>competitiveness, as well as results of operations including<br>targeted synergies and those related to market share,<br>prices, net sales, income and margins;<br>d) expectations, plans, timelines or benefits related to our<br>transactions, investments and changes in our organizational<br>and operational structure;<br>e) market developments in our current and future markets and<br>their seasonality and cyclicality, including the<br>telecommunication provider and AI & Cloud provider<br>markets, as well as general economic conditions, future<br>regulatory developments and the expected impact, timing<br>and duration of potential global pandemics and geopolitical<br>conflicts on our businesses, our supply chain, our customers’<br>businesses and the general market and economic conditions;<br>f) our position in the market, including product portfolio and<br>geographical reach, and our ability to use the same to<br>develop the relevant business or market and maintain our<br>order pipeline over time;<br>g) any future collaboration or business collaboration<br>agreements or patent license agreements or arbitration<br>awards, including income from any collaboration or<br>partnership, agreement or award;<br>h) timing of the development and delivery of our products and<br>services;<br>i) the outcome of pending and threatened litigation,<br>arbitration, disputes, regulatory proceedings or<br>investigations by authorities;<br>j) restructurings, investments, capital structure optimization<br>efforts, divestments and our ability to achieve the financial<br>and operational targets set in connection with any such<br>restructurings, investments, and capital structure optimization<br>efforts including our ongoing cost savings program;<br>k) future capital expenditures, temporary incremental<br>expenditures or other R&D expenditures to develop or<br>rollout new products; and<br>l) sustainability and corporate responsibility.<br>These statements are based on management’s best<br>assumptions and beliefs in light of the information currently<br>available to it and are subject to a number of known and<br>unknown risks and uncertainties, many of which are beyond our<br>control, which could cause actual results to differ materially<br>from such statements. These statements are only predictions<br>based upon our current expectations and views of future events<br>and developments and are subject to risks and uncertainties<br>that are difficult to predict because they relate to events and<br>depend on circumstances that will occur in the future. Risks and<br>uncertainties that could affect these statements include but are<br>not limited to the risk factors specified under the section “Risk<br>factors” of this report and in our other filings or documents<br>furnished with the authorities. Other unknown or unpredictable<br>factors or underlying assumptions subsequently proven to be<br>incorrect could cause actual results to differ materially from<br>those in the forward-looking statements. We do not undertake<br>any obligation to publicly update or revise forward-looking<br>statements, whether as a result of new information, future<br>events or otherwise, except to the extent legally required.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>Use of certain terms<br> • Forward-looking statements<br>Glossary<br>Investor information<br>289 Nokia in 2025 | |
| --- | |
| Glossary<br>2G (Second Generation Mobile Communications): Also known as<br>GSM (Global System for Mobile Communications): A digital<br>system for mobile communications that is based on a widely-accepted standard and typically operates in the 900 MHz,<br>1800 MHz and 1900 MHz frequency bands.<br>3G (Third Generation Mobile Communications): The third<br>generation of mobile communications standards designed for<br>carrying both voice and data generally using WCDMA or close<br>variants. See also WCDMA.<br>3GPP (The Third Generation Partnership Project): A consortium<br>comprising several standards organizations which develop<br>protocols for mobile telecommunications. The initial goal was to<br>develop a global technical specification for a 3G mobile phone<br>system. Since then, the operations have been extended and<br>today the main focus is on 5G networks.<br>4G (Fourth Generation Mobile Communications): The fourth<br>generation of mobile communications standards based on LTE,<br>offering IP data connections only and providing true broadband<br>internet access for mobile devices. See also LTE.<br>5G (Fifth Generation Mobile Communications): The next major<br>phase of mobile telecommunications standards. 5G is a<br>complete redesign of network architecture with the flexibility<br>and agility to support upcoming service opportunities. It<br>delivers higher speeds, higher capacity, extremely low latency<br>and greater reliability.<br>6G (Sixth Generation Mobile Communications): The cellular<br>industry introduces a new generation about every ten years. The<br>next generation of technology is expected to be introduced by<br>2030 and is generally referred to as 6G.<br>Access network: A telecommunications network between a local<br>exchange and the subscriber station.<br>AI & Cloud: One of Nokia's customer segments.<br>AI-RAN: AI-RAN is the fusion of innovation in AI and radio access<br>networks (RAN) to the mutual benefit of both.<br>AirScale Radio Access: A 5G-ready complete radio access<br>generation that helps operators address the increasing<br>demands of today and tomorrow. The solution comprises: Nokia<br>AirScale Base Station with multiband radio frequency elements<br>and system modules; Nokia AirScale Active Antennas; Cloud RAN<br>with Nokia AirScale Cloud Base Station Server and the cloud-based AirScale RNC (Radio Network Controller) for 3G; Nokia<br>AirScale Wi-Fi; common software; and services which use<br>intelligent analytics and extreme automation to maximize the<br>performance of hybrid networks.<br>Alcatel-Lucent: Alcatel-Lucent Group, that has been part of the<br>Nokia Group since 2016.<br>Annual revenue run-rate: A financial projection that takes<br>Nokia's current revenue and extrapolates it over a full year,<br>assuming current performance remains constant.<br>Artificial Intelligence (AI): Autonomous and adaptive intelligence<br>of machines, where machines have the ability to perform tasks<br>in complex environments without constant guidance by a user<br>and have the ability to improve performance by learning from<br>experience.<br>Bandwidth: The width of a communication channel, which<br>affects transmission speeds over that channel.<br>Base station: A network element in a mobile network<br>responsible for radio transmission and reception to or from the<br>mobile station.<br>Broadband: The delivery of higher bandwidth by using<br>transmission channels capable of supporting data rates greater<br>than the primary rate of 9.6 Kbps.<br>Churn: A measure of the number of customers or subscribers<br>who leave their service provider, e.g., a mobile operator, during<br>a given time period.<br>Cloud: Cloud computing is a model for enabling ubiquitous,<br>convenient, on-demand network access to a shared pool of<br>configurable computing resources (e.g., networks, servers,<br>storage, applications and services) that can be rapidly<br>provisioned and released with minimal management effort.<br>Cloud and Network Services: Our Cloud and Network Services<br>business group enables telecommunication providers and<br>enterprises to deploy and monetize 5G, cloud-native software<br>and as-a-Service delivery models.<br>Cloud RAN: Cloud RAN refers to all or some of the baseband<br>functions being run on a commercial off-the-shelf (COTS)<br>computing platform rather than purpose-built hardware.<br>Convergence: The coming together of two or more disparate<br>disciplines or technologies. Convergence types are, for example,<br>IP convergence, fixed-mobile convergence and device<br>convergence.<br>Core network: A combination of exchanges and the basic<br>transmission equipment that together form the basis for<br>network services.<br>Digital: A signaling technique in which a signal is encoded into<br>digits for transmission.<br>Discontinued operations: Submarine Networks business, which<br>was previously reported as part of Network Infrastructure<br>operating segment, was sold in 2024 and is presented as a<br>discontinued operation.<br>Ecosystem: An industry term to describe the increasingly large<br>communities of mutually beneficial partnerships that<br>participants such as hardware manufacturers, software<br>providers, developers, publishers, entertainment providers,<br>advertisers and ecommerce specialists form in order to bring<br>their offerings to market. At the heart of the major ecosystems<br>in the mobile devices and related services industry is the<br>operating system and the development platform upon which<br>services are built.<br>ETSI (European Telecommunications Standards Institute):<br>Standards produced by the ETSI contain technical specifications<br>laying down the characteristics required for a<br>telecommunications product.<br>Fixed Wireless Access (FWA): Uses wireless networks to connect<br>fixed locations such as homes and businesses with broadband<br>services.<br>GSM (Global System for Mobile Communications): A digital<br>system for mobile communications that is based on a widely<br>accepted standard and typically operates in the 900 MHz,<br>1800 MHz and 1900 MHz frequency bands. See also 2G.<br>Hexa-X: European Commission’s flagship 6G initiative for<br>research into the next generation of wireless networks. The<br>initiative began in January 2021 with Nokia as project lead,<br>working closely with a strong consortium of European partners.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>Use of certain terms<br>Forward-looking statements<br> • Glossary<br>Investor information<br>290 Nokia in 2025 | |
| --- | |
| Hyperscalers: One of Nokia’s customer segments. Hyperscaler<br>refers to companies like Alphabet (Google), Amazon (Amazon<br>Web Services), Microsoft and Meta Platforms (Facebook) that<br>provide cloud solutions at a global scale leveraging massive<br>connected data centers.<br>Infinera: Infinera Corporation, a global supplier of innovative<br>open optical networking solutions and advanced optical<br>semiconductors. In 2024, Nokia announced its plans to acquire<br>the company and the acquisition of Infinera was closed in<br>February 2025.<br>Internet of Things (IoT): All things such as cars, the clothes we<br>wear, household appliances and machines in factories<br>connected to the internet and able to automatically learn and<br>organize themselves.<br>IP (Internet Protocol): A network layer protocol that offers a<br>connectionless internet work service and forms part of the<br>(Transmission Control Protocol) TCP/IP protocol.<br>IP (Intellectual Property): Intellectual property results from original<br>creative thought, covering items such as patents, copyright<br>material and trademarks, as well as business models and plans.<br>IPR (Intellectual Property Rights): Legal rights protecting the<br>economic exploitation of intellectual property, a generic term<br>used to describe products of human intellect, for example<br>patents, that have an economic value.<br>IPR licensing: Generally, an agreement or an arrangement where<br>a company allows another company to use its intellectual<br>property (such as patents, trademarks or copyrights) under<br>certain terms.<br>LTE (Long-Term Evolution): 3GPP radio technology evolution<br>architecture and a standard for wireless communication of high-speed data. Also referred to as 4G.<br>Massive MIMO (Multiple Input Multiple Output) radios:<br>Advanced technology, which extends the MIMO concept by<br>using a large array of transmit and receive antennas. Nokia<br>provides an extensive portfolio of Massive MIMO radios to<br>deliver high-performance 5G with optimized capacity, coverage<br>and energy efficiency.<br>Mission critical enterprise & Defense: One of Nokia's customer<br>segments.<br>Mission critical networks/communications: One of the key<br>elements of 5G. Mission critical communications meets the<br>needs of emergency responders such as emergency operations<br>centers, fire departments, emergency vehicles, police, and<br>search and rescue services, replacing traditional radio with new<br>communications capabilities available to smartphone users.<br>Mobile broadband: Refers to high-speed wireless internet<br>connections and services designed to be used from multiple<br>locations.<br>Mobile Infrastructure: One of Nokia's primary operating<br>segments effective 1 January 2026. The Mobile Infrastructure<br>segment brings together Nokia’s Core Software portfolio, Radio<br>Networks portfolio and Technology Standards.<br>Mobile Networks: Our Mobile Networks business group offers<br>products and services for radio access networks covering<br>technologies from 2G to 5G, and microwave radio links for<br>transport networks.<br>Network Infrastructure: Our Network Infrastructure business<br>group provides fiber, copper, fixed wireless access<br>technologies, IP routing, data center, subsea and terrestrial<br>optical networks – along with related services – to customers<br>including communications service providers, webscales<br>(including hyperscalers), digital industries and governments.<br>NVIDIA: NVIDIA Corporation, a world leader in AI and accelerated<br>computing.<br>Nokia Bell Labs: Our research arm engaged in discovering and<br>developing the technological shifts needed for the next phase<br>of human existence as well as exploring and solving complex<br>problems to radically redefine networks.<br>Nokia Technologies: Our Nokia Technologies business group is<br>responsible for managing Nokia’s patent portfolio and<br>monetizing Nokia’s intellectual property, including patents,<br>technologies and the Nokia brand.<br>Operating System (OS): Software that controls the basic<br>operation of a computer or a mobile device, such as managing<br>the processor and memory. The term is also often used to refer<br>more generally to the software within a device, for example, the<br>user interface.<br>Platform: Software platform is a term used to refer to an<br>operating system or programming environment, or a<br>combination of the two.<br>PON (Passive Optical Network): A fiber access architecture in<br>which unpowered fiber optic splitters are used to enable a single<br>optical fiber to serve multiple endpoints without having to<br>provide individual fibers between the hub and customer.<br>Portfolio Business: One of Nokia's segments effective 1<br>January 2026. The Portfolio Business segment include Fixed<br>Wireless Access CPE, Site Implementation and Outside Plant<br>Services, Enterprise Campus Edge, and Microwave Radio.<br>Private wireless network: Private wireless is a standalone<br>network focused on industrial operational assets and users. A<br>private wireless network provides broadband connectivity,<br>similar to a public wireless network, but is owned and controlled<br>by the organization that built or purchased it.<br>RAN (radio access networks): A mobile telecommunications<br>system consisting of radio base stations and transmission<br>equipment.<br>SEP (Standard-Essential Patent): Generally, patents needed to<br>produce products which work on a standard which companies<br>declare as essential and agree to license on Fair, Reasonable<br>and Non-Discriminatory (FRAND) terms. Can also be referred to<br>as essential patent.<br>Standalone (SA): Network architecture that allows independent<br>operation of a 5G service without interaction with an existing 4G<br>core and 4G radio network.<br>Submarine Networks: In 2024, Nokia sold its wholly owned<br>subsidiary, Alcatel Submarine Networks (ASN), a global<br>submarine communication networks leader, to the French State.<br>The business unit was previously reported as part of Nokia’s<br>Network Infrastructure business groups segment and is now<br>presented as a discontinued operation.<br>Technology licensing: Generally, refers to an agreement or<br>arrangement where under certain terms a company provides<br>another company with its technology and possibly know-how,<br>whether protected by intellectual property or not, for use in<br>products or services offered by the other company.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>Use of certain terms<br>Forward-looking statements<br> • Glossary<br>Investor information<br>291 Nokia in 2025 | |
| --- | |
| Telco cloud: Applying cloud computing, SDN and NFV principles<br>in telecommunications environment, for example separating<br>application software from underlying hardware with automated,<br>programmable interfaces while still retaining<br>telecommunications requirements such as high availability and<br>low latency.<br>Telecommunication providers: One of Nokia's customer<br>segments<br>Transmission: The action of conveying signals from one point<br>to one or more other points.<br>Virtual Reality (VR): The simulation of a three-dimensional<br>image or environment that can be interacted with in a seemingly<br>real or physical way by a person using special electronic<br>equipment, such as a helmet with a screen inside or gloves<br>fitted with sensors.<br>WCDMA (Wideband Code Division Multiple Access): A third-generation mobile wireless technology that offers high data<br>speeds to mobile and portable wireless devices. Also referred to<br>as 3G.<br>Webscale companies: Companies which are investing in cloud<br>technology and network infrastructure on an increasing scale to<br>fulfill their needs for massive, mission critical networks.<br>XGS-PON (10Gbps Symmetrical Passive Optical Network): A<br>high-speed optical network technology that enables both<br>upstream and downstream gigabit and multigigabit services. Its<br>adoption is accelerating, helping operators improve<br>competitiveness, revenue, and network efficiency, while<br>meeting the growing demand for bandwidth from video, online<br>gaming, and emerging applications like virtual reality.<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>Use of certain terms<br>Forward-looking statements<br> • Glossary<br>Investor information<br>292 Nokia in 2025 | |
| --- | |
| Investor<br>information<br>Information on the internet<br>www.nokia.com<br>Available on the internet: financial reports, information on members of the Group Leadership Team,<br>other investor-related materials and information on events, and press releases as well as<br>environmental and social information, Code of Conduct, Corporate Governance Statement and<br>Remuneration Statement.<br>Investor Relations contacts<br>investor.relations@nokia.com<br>Annual General Meeting<br>Date: 9 April 2026<br>Place: Helsinki, Finland<br>Dividend<br>The Board proposes to the Annual General Meeting 2026 to be authorized to decide, in its<br>discretion, on the distribution of an aggregate maximum of EUR 0.14 per share as dividend from<br>the retained earnings and/or as assets from the reserve for invested unrestricted equity.<br>Financial reporting<br>Our interim reports in 2026 are planned to be published on 23 April 2026, 23 July 2026 and<br>22 October 2026. The full-year 2026 results are planned to be published in January 2027.<br>Information published in 2025<br>All our global press releases and statements published in 2025 are available on the internet at<br>www.nokia.com/newsroom.<br>Stock exchanges<br>The Nokia Corporation share is quoted on the following stock exchanges:<br>Symbol Trading currency<br>Nasdaq Helsinki (since 1915) NOKIA EUR<br>New York Stock Exchange (since 1994) NOK USD<br>In 2025, Nokia also maintained a listing on Euronext Paris Stock Exchange (since 2015) but decided<br>to apply for delisting in November 2025. The final day of trading of Nokia’s shares on Euronext<br>Paris was 30 December 2025.<br>Contact information<br>Nokia Head Office<br>Karakaari 7<br>FI-02610 Espoo<br>Finland<br>Tel. +358 (0) 10 44 88 000<br>Fax +358 (0) 10 44 81 002<br>Contents<br>Business overview<br>Corporate governance<br>Board review<br>Financial statements<br>Other information<br>Use of certain terms<br>Forward-looking statements<br>Glossary<br> • Investor information<br>293 Nokia in 2025 | |
| --- | |
| Copyright © 2026 Nokia Corporation. All<br>rights reserved. Nokia is a registered<br>trademark of Nokia Corporation.<br>www.nokia.com | |
| --- |
Exhibit 99.2
| Nokia Corporation<br>Corporate Governance Statement 2025 |
|---|
| Corporate governance statement<br> “Strong governance is the foundation of Nokia’s long-term success. In 2025, our Board of Directors continued to drive strategic<br>direction as well as support and oversee management performance, promoting transparency and accountability across all operations.”<br>Highlights in our corporate<br>governance during 2025<br> ▪ Justin Hotard was announced as Nokia’s new President<br>and CEO, joining us on 1 April. Hotard has broad<br>experience with global technology companies, driving<br>technology leadership, innovation and revenue growth.<br> ▪ In March 2025, we published Nokia’s first sustainability<br>statement aligned with the EU Corporate Sustainability<br>Reporting Directive and Finnish regulation, marking a<br>significant step in our ESG journey.<br> ▪ At the 2025 Annual General Meeting (AGM) our<br>shareholders reaffirmed their support for the Board’s<br>proposals with a record high overall vote turnout. Our<br>shareholders were also able to follow the meeting via<br>webcast and submit verbal and written questions.<br> ▪ We have continued our proactive stance on AI<br>governance through our robust AI governance<br>framework at Nokia. We have defined our guiding AI<br>principles through Nokia Bell Labs, and mobilized our<br>cross-functional teams to ensure readiness for every<br>regulatory milestone.<br> ▪ We have had the pleasure to engage with several of our<br>largest shareholders during 2025 to discuss Nokia’s<br>sustainability, remuneration and governance practices,<br>and their expectations in these areas. We also welcomed<br>NVIDIA as our shareholder in connection with our<br>strategic partnership agreement, reinforcing our<br>commitment to innovation and collaboration.<br>This corporate governance statement is prepared in accordance<br>with Chapter 7, Section 7 of the Finnish Securities Markets Act<br>(2012/746, as amended) and the Finnish Corporate Governance<br>Code 2025 (the “Finnish Corporate Governance Code”).<br>Regulatory framework<br>Our corporate governance practices comply with Finnish laws<br>and regulations, our Articles of Association approved by the<br>shareholders and our corporate governance guidelines<br>(“Corporate Governance Guidelines”) adopted by the Board of<br>Directors. The Corporate Governance Guidelines reflect our<br>commitment to strong corporate governance. They include the<br>directors’ responsibilities, the composition and election of the<br>members of the Board and its Committees, and certain other<br>matters relating to corporate governance. We also comply with<br>the Finnish Corporate Governance Code adopted by the<br>Securities Market Association.<br>We follow the rules and recommendations of Nasdaq Helsinki<br>due to the listing of our shares on this exchange (ticker code<br> “NOKIA”). During 2025 we also complied with the rules of<br>Euronext Paris prior to delisting our shares on 31 December<br>2025. Furthermore, due to the listing of our American<br>Depositary Shares on the New York Stock Exchange (NYSE)<br>(ticker code “NOK”) and our registration under the U.S.<br>Securities Exchange Act of 1934, we follow the applicable U.S.<br>federal securities laws and regulations, including the Sarbanes-Oxley Act of 2002 as well as the rules of the NYSE, in particular<br>the corporate governance standards under Section 303A of the<br>NYSE Listed Company Manual. We comply with these standards<br>to the extent such provisions are applicable to us as a foreign<br>private issuer.<br>To the extent compliance with any non-domestic rules would<br>conflict with the laws of Finland, we are obliged to comply with<br>Finnish laws and applicable regulations. There are no significant<br>differences in the corporate governance practices applied by<br>Nokia compared with those applied by U.S. companies under the<br>NYSE corporate governance standards with the exception that<br>Nokia complies with Finnish law with respect to the approval of<br>equity compensation plans. Under Finnish law, stock option<br>plans require shareholder approval at the time of their launch.<br>All other plans that include the delivery of company stock in the<br>form of newly issued shares or treasury shares require<br>shareholder approval at the time of delivery of the shares<br>unless shareholder approval has been granted through an<br>authorization to the Board, a maximum of five years earlier. The<br>NYSE corporate governance standards require that equity<br>compensation plans are approved by the company’s<br>shareholders. Nokia aims to minimize the necessity for, or<br>consequences of, conflicts between the laws of Finland and<br>applicable non-domestic corporate governance standards.<br>In addition to the Corporate Governance Guidelines, the<br>Committees of the Board have adopted charters that define<br>each Committee’s main duties and operating principles. The<br>Board has also adopted the Code of Conduct that applies to<br>directors, executives, and employees of Nokia, as well as<br>employees of Nokia’s subsidiaries and affiliated companies<br>(such as joint ventures) in which Nokia owns a majority of the<br>shares or exercises effective control. Furthermore, the Board<br>has adopted the Code of Ethics and Executive Officer Clawback<br>Policy applicable to our key executives, including the President<br>and CEO, CFO and Corporate Controller.<br>2 |
| --- |
| Our main corporate governance bodies<br>Pursuant to the provisions of the Finnish Limited Liability<br>Companies Act (2006/624, as amended) (the “Finnish<br>Companies Act”), the legislation under which Nokia operates,<br>and Nokia’s Articles of Association, the control and<br>management of Nokia are divided among shareholders at a<br>general meeting, the Board, the President and CEO and the<br>Group Leadership Team, chaired by the President and CEO.<br>General Meeting of Shareholders<br>Nokia’s shareholders play a key role in corporate governance,<br>with our Annual General Meeting offering a regular<br>opportunity to exercise their decision-making power in Nokia.<br>In addition, at the meeting the shareholders may exercise<br>their right to speak and ask questions.<br>Each Nokia share entitles a shareholder to one vote at general<br>meetings of Nokia. The Annual General Meeting decides,<br>among other things, on the election and remuneration of the<br>Board, the adoption of annual accounts, the authorization for<br>the Board to distribute dividend or other assets, discharging<br>the members of the Board and the President and CEO from<br>liability, as well as on the election and fees of the external<br>auditor and the sustainability reporting assurer. The<br>Remuneration Policy is presented to the general meeting at<br>least every four years and the Remuneration Report is<br>presented annually. Resolutions of the general meeting<br>regarding the policy and the report are advisory in nature.<br>In addition to the Annual General Meeting, an Extraordinary<br>General Meeting may be convened when the Board considers<br>such a meeting to be necessary, or when the provisions of the<br>Finnish Companies Act mandate that such a meeting must be<br>held.<br>The Finnish Companies Act was amended in 2022 to enable<br>limited liability companies to hold hybrid and virtual-only<br>general meetings. A virtual general meeting, as defined by the<br>Finnish Companies Act, is a meeting held without a physical<br>meeting venue, where shareholders must be able to exercise<br>their shareholder rights in full by virtual means, including<br>voting in real time and asking questions orally during the<br>meeting.<br>The Finnish legislation can be considered a leading example of<br>protecting shareholders’ rights in virtual general meetings. In<br>the future, virtual general meetings are expected to improve<br>the position of nominee-registered shareholders residing<br>outside of Finland, who may have been unable to attend the<br>general meeting in person or be represented by proxy. The<br>reduced carbon footprint is also one of the benefits of virtual<br>general meetings.<br>Annual General Meeting 2025 and 2026<br>The Annual General Meeting 2025 took place at Finlandia Hall,<br>Helsinki, on 29 April 2025. We were pleased to see the high<br>number of votes cast representing approximately 61.4% of all<br>outstanding shares and votes. For the fourth consecutive year,<br>the turnout for the vote stood at a record-high level.<br>Corporate governance framework<br>General Meeting<br>of Shareholders<br>External Audit<br>Sustainability<br>Assurance<br>Board of Directors<br>Audit, Corporate Governance and Nomination,<br>Personnel, Strategy, Technology Committees<br>Internal Audit<br>President and CEO<br>Group Leadership Team<br>A total of 106 746 shareholders representing approximately<br>3 304 million shares and 58.9% of all the shares and votes in<br>the Company participated the Annual General Meeting. On the<br>other hand, we once more saw a lower number of shareholders<br>attending in person. To facilitate shareholder participation and<br>digital options to follow the meeting, the Company offered<br>the opportunity to cast votes in advance and to follow the<br>meeting and ask questions through a live webcast, both in<br>writing and orally.<br>Nokia Corporation’s Annual General Meeting 2026 is planned to<br>be held on 9 April 2026. The Board’s proposals to the Annual<br>General Meeting 2026 were published on 29 January 2026.<br>3 |
| --- |
| Board of Directors<br>The operations of Nokia are managed under the direction of the<br>Board, within the framework set by the Finnish Companies Act,<br>Nokia’s Articles of Association and any complementary rules of<br>procedure as defined by the Board, such as the Corporate<br>Governance Guidelines and the charters of the Board’s<br>Committees.<br>Election of the Board of Directors<br>Pursuant to our Articles of Association, we have a Board that is<br>composed of a minimum of seven and a maximum of 12 members.<br>The members of the Board are elected at least annually at each<br>Annual General Meeting. The candidates are considered individually<br>and those receiving the most votes shall be elected pursuant to<br>the Finnish Companies Act. The term of the Board members begins<br>at the close of the general meeting at which they were elected and<br>expires at the close of the following Annual General Meeting.<br>The Annual General Meeting convenes by 30 June annually.<br>Our Board’s leadership structure consists of a Chair and Vice<br>Chair elected annually by the Board and confirmed by the<br>independent directors of the Board upon the recommendation<br>of the Corporate Governance and Nomination Committee. The<br>Chair of the Board has certain specific duties as stipulated by<br>Finnish law and our Corporate Governance Guidelines. The Vice<br>Chair assumes the duties of the Chair of the Board in the event<br>the Chair is prevented from performing his or her duties.<br>The independent directors of the new Board confirm the<br>election of the members and chairs for the Board’s Committees<br>from among the Board’s independent directors upon the<br>recommendation of the Corporate Governance and Nomination<br>Committee and based on each Committee’s qualification<br>standards. These elections take place at the Board’s assembly<br>meeting following the general meeting.<br>The Corporate Governance and Nomination Committee aims to<br>continually renew the Board to have an efficient Board of<br>international professionals with a mix of skills, experience and<br>other personal qualities in line with the diversity principles<br>established by the Board. The Committee considers potential<br>director candidates based on the short-term and long-term<br>needs of the Company. In the process of identifying and selecting<br>the candidates matching these needs and desired profiles, the<br>Committee engages recruitment firms and external advisers.<br>Board independence<br>In accordance with the Corporate Governance Guidelines<br>adopted by the Board of Directors, the Nokia Board shall have a<br>majority of directors who meet the criteria for independence as<br>defined by the Finnish Corporate Governance Code and the<br>rules of the NYSE. All members of the Board’s Audit, Personnel,<br>Corporate Governance and Nomination Committees as well as<br>the majority of the Strategy and Technology Committees shall<br>be independent Directors under the same criteria.<br>The Board will monitor its compliance with these requirements<br>for director independence on an ongoing basis. Each<br>independent director is expected to notify the Chair of the<br>Corporate Governance and Nomination Committee, as soon as<br>reasonably practicable, in the event that his or her personal<br>circumstances change in a manner that may affect the Board’s<br>evaluation of such director’s independence. The Board of<br>Directors evaluates the independence of its members annually<br>and, in addition to this, on a continuous basis with the assistance<br>of the Corporate Governance and Nomination Committee.<br>Board composition<br>The Board has adopted diversity principles, demonstrating our<br>commitment to promoting a well-balanced Board composition.<br>These principles are embedded in our processes and practices<br>for identifying and proposing new candidates for the Board, as<br>well as for the re-election of current members.<br>For Nokia, Board composition is not static, but evolves over time<br>based on the relevant business objectives and future needs. We<br>view Board diversity as one of factors that strengthen the<br>Board’s overall effectiveness rather than an end in itself.<br>Diversity of our Board is considered from a number of aspects<br>including, but not limited to, skills and experience, tenure, age,<br>nationality, cultural and educational backgrounds, gender, as<br>well as other individual qualities.<br>4 |
| --- |
| Current members of the Board of Directors<br>The Annual General Meeting held on 29 April 2025 elected ten<br>members to the Board for a term ending at the close of the next<br>Annual General Meeting. Timo Ahopelto, Sari Baldauf, Elizabeth<br>Crain, Thomas Dannenfeldt, Lisa Hook, Mike McNamara, Thomas<br>Saueressig, and Kai Öistämö were re-elected as Board<br>members. Pernille Erenbjerg and Timo Ihamuotila were elected<br>as new Board members. Following the meeting, the Board re-elected Sari Baldauf to serve as Chair and Timo Ihamuotila as<br>Vice Chair of the Board for the same term.<br>In the current Board composition, 40% of the Board members<br>are female. There are currently five different nationalities and a<br>rather wide age and tenure range represented on the Board.<br>The current members of the Board are all non-executive and for<br>the term that began at the Annual General Meeting 2025, all<br>Board members were determined to be independent of Nokia<br>and its significant shareholders under the Finnish Corporate<br>Governance Code and the NYSE rules, as applicable.<br>In addition to biographical information of the Board members,<br>the table in the upper right corner sets forth the number of<br>shares and American Depositary Shares (ADSs) held by the<br>Board members. At 31 December 2025, they held a total of<br>1 092 401 shares and ADSs in Nokia, representing<br>approximately 0.02% of our total shares and voting rights<br>excluding shares held by the Nokia Group.<br>Each Board member has a unique skill set that supports Nokia's<br>business. The primary areas of expertise of the current and<br>proposed Board members are highlighted in the skills matrix<br>shown to the right.<br>Biographical details of the Board members<br>Gender Year of Birth Nationality Tenure(1)<br>Independent of the<br>company and major<br>shareholders Shares(2) ADSs(2)<br>Sari Baldauf (Chair) Female 1955 Finnish 7 Independent 385 046<br>Timo Ihamuotila (Vice Chair as of 29<br>April 2025) Male 1966 Finnish 0 Independent 119 624<br>Timo Ahopelto Male 1975 Finnish 2 Independent 62 082<br>Elizabeth Crain Female 1964 American 2 Independent 67 467<br>Thomas Dannenfeldt Male 1966 German 5 Independent 166 802<br>Pernille Erenbjerg Female 1967 Danish 0 Independent 17 840<br>Lisa Hook Female 1958 American 3 Independent 78 290<br>Mike McNamara Male 1964 Irish 1 Independent 42 664<br>Thomas Saueressig Male 1985 German 3 Independent 74 322<br>Kai Öistämö Male 1964 Finnish 3 Independent 78 264<br>(1) Terms as Nokia Board member before the Annual General Meeting on 29 April 2025.<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>equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included.<br>Experience and primary skills of the Board members<br>Business<br>Exec. role with<br>P&L<br>responsibility<br>External<br>boardroom<br>roles/<br>Governance<br>Finance and<br>accounting<br>Legal/Public<br>policy/<br>Compliance<br>Telecommunication<br>providers market<br>segment<br>Enterprise<br>market<br>segment Technology Cybersecurity<br>Environmental<br>/Social issues<br>Current Board<br>members<br>Sari Baldauf ✔ ✔ ✔ ✔ ✔ ✔<br>Timo Ihamuotila ✔ ✔ ✔ ✔ ✔ ✔<br>Timo Ahopelto ✔ ✔ ✔ ✔ ✔<br>Elizabeth Crain ✔ ✔ ✔ ✔<br>Thomas Dannenfeldt ✔ ✔ ✔ ✔ ✔<br>Pernille Erenbjerg ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Lisa Hook ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Mike McNamara ✔ ✔ ✔ ✔ ✔<br>Thomas Saueressig ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Kai Öistämö ✔ ✔ ✔ ✔ ✔ ✔<br>Proposed new Board<br>member<br>Meredith Whittaker ✔ ✔ ✔ ✔ ✔<br>5 |
| --- |
| Director time commitments<br>The Corporate Governance and Nomination Committee<br>monitors closely the time commitments of the Board members<br>and annually reviews the Directors’ attendance rate at the<br>Board and Committee meetings to ensure they are able to<br>devote the appropriate time to the Company to carry out their<br>duties and responsibilities.<br>The Corporate Governance Guidelines of the Board include<br>numerical limits and a process for pre-clearance of new roles in<br>public companies. Directors should not serve on more than four<br>other boards of public companies in addition to the Nokia<br>Board, and on no more than three other boards of public<br>companies in addition to the Nokia Board, in cases where they<br>serve as board chair or lead independent director outside the<br>Nokia Board. The Audit Committee members should not serve<br>on more than two other audit committees of public companies<br>in addition to the Nokia Audit Committee.<br>No positions in excess of these limits may be held without prior<br>consent by the Chair of the Board and the Chair of the<br>Corporate Governance and Nomination Committee determining<br>that such positions would not impair the Director’s service on<br>the Nokia Board or Audit Committee.<br>The Corporate Governance and Nomination Committee will<br>annually, ahead of preparing the proposal on the Board<br>composition, review and assess the Directors’ current and<br>planned time commitments outside the Company to seek<br>affirmation that all Directors acknowledge the time<br>commitment principles set forth in the Corporate Governance<br>Guidelines of the Board.<br>The Committee also reviews under its related guidelines and<br>procedures the proposed new Director candidates’ time<br>commitments during the proposed term to ensure that they are<br>able to dedicate sufficient time to their responsibilities on the<br>Nokia Board.<br>Proposed members of the Board of Directors<br>Proposals of the Board of Directors to the Annual General<br>Meeting 2026 were published on 29 January 2026. On the<br>recommendation of the Corporate Governance and Nomination<br>Committee, the Board proposes to the Annual General Meeting<br>that the number of Board members be ten. The Board Chair Sari<br>Baldauf has informed the Committee that she will no longer be<br>available to serve on the Nokia Board of Directors after the<br>Annual General Meeting.<br>Consequently, on the recommendation of the Corporate<br>Governance and Nomination Committee, the Board proposes<br>that the following nine current Board members be re-elected as<br>members of the Nokia Board of Directors for a term ending at<br>the close of the next Annual General Meeting: Timo Ahopelto,<br>Elizabeth Crain, Thomas Dannenfeldt, Pernille Erenbjerg, Lisa<br>Hook, Timo Ihamuotila, Mike McNamara, Thomas Saueressig and<br>Kai Öistämö.<br>Furthermore, the Board proposes, on the recommendation of<br>the Corporate Governance and Nomination Committee, that<br>Meredith Whittaker, a United States citizen and President of<br>Signal Technology Foundation, be elected as a new member of<br>the Board for a term ending at the close of the next Annual<br>General Meeting. If elected, Ms. Whittaker is expected to bring<br>valuable experience in artificial intelligence, digital risk, and<br>technology governance, thereby strengthening the Board’s<br>oversight of emerging technologies.<br>The Corporate Governance and Nomination Committee will<br>propose in the assembly meeting of the new Board of Directors<br>that Timo Ihamuotila be elected to serve as Chair of the Board<br>and Thomas Saueressig be elected to serve as Vice Chair of the<br>Board, subject to their election to the Board of Directors.<br>The Board composition proposed to the Annual General Meeting<br>2026 has representation of five nationalities and 40% of the<br>proposed members are female.<br>All Board member candidates, apart from Meredith Whittaker,<br>have been determined to be independent of the Company and<br>its significant shareholders for the term beginning from the<br>Annual General Meeting 2026 under the Finnish Corporate<br>Governance Code and the rules of the NYSE. Ms. Whittaker has<br>agreed to lead a strategic advising effort for Nokia Bell Labs,<br>Nokia’s global research arm, for a fixed fee and period of 12<br>months. Due to the research-focused advisory role, Ms.<br>Whittaker has been determined non-independent of the<br>Company. Nokia has strict and well-defined conflict-mitigation<br>measures in place, including the exclusion of Ms. Whittaker from<br>any business activities and operational decisions. Further, if<br>elected, Ms. Whittaker will refrain from joining Board<br>Committees other than the Technology Committee. Any<br>possible changes impacting the Board candidates’<br>independence would be assessed separately as at the date of<br>the Annual General Meeting.<br>Nokia is proud to continue to be among the first Finnish listed<br>companies providing its shareholders with the opportunity to<br>consider each Director candidate individually since our Annual<br>General Meeting 2023.<br>6 |
| --- |
| Biographical details of our current Board members<br>C P S C S P T P S<br>Chair Sari Baldauf Vice Chair Timo Ihamuotila Timo Ahopelto Elizabeth Crain<br>b. 1955 b. 1966 b. 1975 b. 1964<br>Chair of the Nokia Board since 2020.<br>Nokia Board member since 2018.<br>Member of the Corporate Governance<br>and Nomination Committee, the<br>Personnel Committee and the Strategy<br>Committee.<br>Master of Business Administration and<br>Bachelor of Science, Helsinki School of<br>Economics and Business<br>Administration, Finland. Honorary<br>doctorates in Technology (Helsinki<br>University of Technology, Finland) and<br>Business Administration (Turku School<br>of Economics and Business<br>Administration and Aalto University<br>School of Business, Finland).<br>Executive Vice President and General<br>Manager, Networks Business Group,<br>Nokia 1998–2005. Various executive<br>positions at Nokia in Finland and in the<br>United States 1983–1998.<br>Member of the Board of Directors of<br>the Finnish Climate Leadership<br>Coalition (CLC). Senior Advisor of DevCo<br>Partners Oy.<br>Member of the Board of Technology<br>Industries of Finland 2021–2023. Member<br>of the Board of Directors of Aalto<br>University 2018–2023. Member of the<br>Supervisory Board of Mercedes-Benz<br>Group AG 2008–2023. Member of the<br>Supervisory Board of Deutsche Telekom<br>AG 2012–2018. Chair of the Board of<br>Directors of Fortum Corporation 2011–<br>2018. Member of the Board of Directors<br>of Akzo Nobel 2012–2017.<br>Vice Chair of Nokia Board since 2025.<br>Nokia Board member since 2025. Chair<br>of the Corporate Governance and<br>Nomination Committee and member of<br>the Strategy Committee.<br>Licentiate of Science (Finance), Helsinki<br>School of Economics, Finland. Master of<br>Science (Economics), Helsinki School of<br>Economics, Finland.<br>Chief Financial Officer and Member of the<br>Group Executive Committee of ABB Ltd,<br>2017–2026 (until 31 Jan 2026). Executive<br>Vice President and Chief Financial Officer,<br>Nokia 2009–2016, member of the Nokia<br>Group Leadership Team 2007–2016 and<br>Interim President of Nokia between<br>September 2013 and May 2014.<br>Executive Vice President, Sales and<br>Markets, Nokia 2008–2009. Executive Vice<br>President, Sales and Portfolio<br>Management, Mobile Phones, Nokia 2007.<br>Senior Vice President, CDMA Business<br>Unit, Mobile Phones, Nokia 2004–2007.<br>Vice President, Finance, Corporate<br>Treasurer, Nokia 2000–2004. Director of<br>Corporate Finance, Nokia 1999–2000.<br>Vice President of Nordic Derivatives Sales,<br>Citibank plc 1996–1999. Manager of<br>Dealing & Risk Management, Nokia 1993–<br>1996. Analyst, Assets and Liability<br>Management, Kansallis-Osake-Pankki<br>1990–1993.<br>Member of the Board of Directors, Kone<br>Oyj. Member of the Board of Directors,<br>Oras Invest Oy. Member of the Board of<br>Directors, Uponor Oyj 2013–2017.<br>Founding Partner of Lifeline Ventures.<br>Nokia Board member since 2023.<br>Member of the Personnel Committee<br>and the Technology Committee.<br>Master’s degree in Industrial<br>Management, Helsinki University of<br>Technology, Finland.<br>Head of Strategy and Business<br>Development, Blyk 2006–2009.<br>Founding CEO and Vice President of<br>Worldwide Commercial Operations, CRF<br>Health 2000–2006. Consultant,<br>McKinsey & Company 1999–2000.<br>Chair of the Board of Directors, Canatu<br>Plc (former Lifeline SPAC I Plc). Chair of<br>the Board, Finnish Startup Community.<br>Various other board positions in private<br>companies.<br>Member of the Board of Directors,<br>Solidium Oy 2017–2025. Member of<br>the Board of Directors, Digital<br>Workforce Services Plc 2016–2025.<br>Member of the Board of Finnish<br>Business and Policy Forum EVA and<br>Research Institute for Finnish Economy<br>(ETLA) 2015–2024. Member of the<br>Board of Directors, Tietoevry<br>Corporation 2017–2023. Chair of the<br>Board, Slush Conference 2018–2023<br>and member of the Board 2013–2018.<br>Member of the Board, Business Finland<br>2014–2020. Member of the Board,<br>Startup Foundation 2015–2018.<br>Nokia Board member since 2023. Chair<br>of the Strategy Committee and<br>member of the Personnel Committee.<br>MBA, the Wharton School at the<br>University of Pennsylvania,<br>Pennsylvania, United States. Bachelor<br>of Science in Economics, Arizona State<br>University, Arizona, United States.<br>Advisory Partner, the Consello Group.<br>Chief Operating Officer and Founding<br>Partner, Moelis & Company 2007–2023.<br>Managing Director, Office of the CEO at<br>UBS Investment Bank 2005–2007. Chief<br>Operating Officer and Chief<br>Administrative Officer, the UBS<br>Investment Banking Department<br>Americas franchise 2001–2005.<br>Investment Principal, McCown De<br>Leeuw & Company 2000–2001.<br>Investment Principal, Morgan Stanley<br>Capital Partners 1997–2000. Vice<br>President, Investment Banking, Merrill<br>Lynch & Co. 1994–1997. Associate,<br>Investment Banking, J.P. Morgan<br>Securities 1992–1994. Analyst, Merrill<br>Lynch & Co. 1988–1990.<br>Member of the Board of Directors and<br>Chair of the Audit Committee, Core<br>Scientific, Inc. Trustee Emeritus, The<br>Royal Academy Trust, London.<br>Member of the Board of Directors,<br>Exscientia Plc 2021–2024. Member of<br>the Board of Directors, Moelis &<br>Company 2017–2021.<br>7<br>Committee Key<br>A udit<br>C orporate Governance and Nomination<br>P ersonnel<br>S trategy<br>T echnology |
| --- |
| Biographical details of our current Board members continued<br>A P A C A S<br>Thomas Dannenfeldt Pernille Erenbjerg Lisa Hook<br>b. 1966 b. 1967 b. 1958<br>Nokia Board member since 2020. Chair<br>of the Personnel Committee and the<br>Audit Committee.<br>Degree in Mathematics, University of<br>Trier, Germany.<br>Chief Financial Officer, Deutsche<br>Telekom AG 2014–2018. Chief Financial<br>Officer, Deutsche Telekom AG’s<br>German operations 2010–2014.<br>Various operational positions, Deutsche<br>Telekom AG 1992–2010.<br>Member of the Board of Directors and<br>Chair of the Compensation Committee,<br>T-Mobile US, Inc.<br>Chair of the Supervisory Board,<br>CECONOMY AG 2021–2025. Member of<br>the Advisory Board, axxessio GmbH<br>2020–2025. Member of the Board of<br>Directors, T-Mobile US, Inc. 2013–2018.<br>Member of the Board of Directors, Buy-In 2013–2018. Chair of the Board of<br>Directors, T-Systems International<br>2013–2018. Chair of the Board of<br>Directors, EE Ltd. 2014–2016.<br>Nokia Board member since 2025.<br>Member of the Audit Committee and<br>the Corporate Governance and<br>Nomination Committee.<br>Master of Science in Economics, the<br>Copenhagen Business School, Denmark.<br>Group CEO and President, TDC Group<br>2015–2018. Group CFO and Deputy<br>CEO, TDC Group 2011–2015. Executive<br>Vice President, TDC Group 2003–2011.<br>Equity Partner, Deloitte 2002–2003.<br>CPA, Arthur Andersen 1987–2002.<br>Member of the Board of Directors and<br>Chair of the Audit Committee, Genmab<br>A/S. Member of the Board of Directors<br>and Chair of the Audit Committee, RTL<br>Group SA. Chair of the Board of<br>Directors, KK Wind Solutions A/S.<br>Member of the Board of Directors,<br>GlobalConnect A/S.<br>Member of the Board of Directors,<br>Millicom S.A. 2019–2024. Chair of the<br>Board of Directors, Viaplay Group AB<br>(publ) 2021–2023 and Board member<br>2020–2021. Member of the Board of<br>Directors, Nordea Bank Oyj 2017–2021.<br>Member of the Board of Directors,<br>DFDS A/S 2014–2018. Member of the<br>Board of Directors, Royal Danish<br>Theatre 2011–2015.<br>Adjunct professor at Copenhagen<br>Business School.<br>Nokia Board member since 2022.<br>Member of the Audit Committee and<br>the Strategy Committee.<br>Juris Doctorate, Dickinson School of<br>Law at Pennsylvania State University,<br>Pennsylvania, United States. Bachelor’s<br>degree in Public Policy, Duke University,<br>North Carolina, United States.<br>President and CEO, Neustar, Inc. 2010–<br>2018. COO, Neustar, Inc 2008–2010.<br>President and CEO, SunRocket, Inc.<br>2006–2007. Executive positions,<br>America Online, Inc. 2000–2004.<br>Previous positions as Partner, Brera<br>Capital Partners; managing director,<br>Alpine Capital Group, LLC.; various<br>executive positions, Time Warner, Inc.;<br>legal adviser to the Chairman of the<br>Federal Communications Commission;<br>and General Counsel, the Cable Group<br>at Viacom International, Inc.<br>Member of the Board of Directors, FIS<br>Global Inc. Lead Independent Director<br>of the Board of Directors, Philip Morris<br>International. Member of the Board of<br>Directors, Zayo Group. Chair of<br>Advisory Board, Trilantic Capital<br>Partners. Member of the US National<br>Security Telecommunications Advisory<br>Committee since 2012.<br>Member of the Board of Directors of<br>Ritchie Bros. Auctioneers Inc. 2021–2023;<br>Ping Identity Holding Corp. 2019–2022;<br>Partners Group Holdings 2020–2021;<br>Unisys Corp. 2019–2021; Neustar, Inc.<br>2010–2019; and RELX Plc 2006–2016.<br>8<br>Committee Key<br>A udit<br>C orporate Governance and Nomination<br>P ersonnel<br>S trategy<br>T echnology |
| --- |
| Biographical details of our current Board members continued<br>A T C T S T<br>Mike McNamara Thomas Saueressig Kai Öistämö<br>b. 1964 b. 1985 b. 1964<br>Nokia Board member since 2024.<br>Member of the Audit Committee and<br>the Technology Committee.<br>Bachelor of Engineering, University<br>College Dublin, Ireland.<br>Strategic Advisor, Target Corporation<br>2022–2023. Executive Vice President<br>and Chief Information Officer, Target<br>Corporation 2015–2022. Chief<br>Information Officer, Tesco 2011–2015.<br>Director of Operations Development<br>and IT, Tesco 2006–2011. Chief<br>Technology Officer Tesco.com, Tesco<br>1999–2006. Senior Manager, Accenture<br>1991–1998. Computer Programmer,<br>British Telecom 1989–1991.<br>Member of the Board of Directors,<br>Hawaiian Holdings, Inc. 2020–2024.<br>Member of the Executive Board of SAP<br>SE and Global Head of Customer<br>Services & Delivery Board. Nokia Board<br>member since 2022. Member of the<br>Corporate Governance and Nomination<br>Committee and the Technology<br>Committee.<br>Degree in Business Information<br>Technology, University of Cooperative<br>Education in Mannheim, Germany. Joint<br>Executive MBA from ESSEC, France and<br>Mannheim Business School, Germany.<br>Global Head of Product Engineering,<br>SAP SE 2019–2024. Chief Information<br>Officer, SAP SE 2016–2019. Vice<br>President, Global Head of IT Services of<br>SAP SE 2014–2016. Previous positions<br>at SAP SE in Germany since 2007,<br>including assignment in the SAP Labs<br>Silicon Valley in Palo Alto, California,<br>United States.<br>Member of the Young Global Leaders of<br>the World Economic Forum. Member of<br>the Industry Advisory Board of the<br>Munich Institute of Robotics and<br>Machine Intelligence (MIRMI).<br>President and CEO of Vaisala<br>Corporation. Nokia Board member<br>since 2022. Chair of the Technology<br>Committee and member of the<br>Strategy Committee.<br>PhD in computer science, Tampere<br>University of Technology, Finland.<br>Chief Operating Officer of InterDigital,<br>Inc. 2018–2020. Executive Partner of<br>Siris Capital Group 2016–2018. EVP,<br>Chief Development Officer at Nokia<br>2010–2014. EVP, Devices at Nokia<br>2008–2010. EVP, Mobile Phones<br>Business Group at Nokia 2006–2008.<br>Several previous positions at Nokia<br>1991–2006.<br>Venture Partner of Kvanted Oy.<br>Chairman of the Board, Fastems Group<br>2014–2022. Member of the Board of<br>Directors, Sanoma Group 2010–2021.<br>Chairman of the Board, Helvar Oy Ab<br>2014–2020. Member of the Board of<br>Directors, Mavenir Plc 2017–2018.<br>Member of the Board of Directors,<br>Digia / Qt Group Oyj 2015–2018.<br>Member of the Board of Directors,<br>InterDigital, Inc. 2015–2018. Member of<br>the Board of Directors, oikian solutions<br>Oy 2014–2018. Chairman of the Board,<br>Tampere University 2013–2017.<br>Chairman of the Board of Directors,<br>Tekes 2012–2014. Member of the<br>Board of Directors, Nokian Tyres plc<br>2008–2010.<br>9<br>Committee Key<br>A udit<br>C orporate Governance and Nomination<br>P ersonnel<br>S trategy<br>T echnology |
| --- |
| Operations of the Board of Directors<br>The Board represents and is accountable to the shareholders of<br>Nokia. While its ultimate statutory accountability is to the<br>shareholders, the Board also takes into account the interests of<br>Nokia’s other stakeholders. The Board’s responsibilities are<br>active, and include the responsibility to evaluate the strategic<br>direction of Nokia, its management policies and the<br>effectiveness of the implementation of such by the<br>management on a regular basis.<br>It is the responsibility of the members of the Board to act in<br>good faith and with due care, so as to exercise their business<br>judgment on an informed basis, in a manner that they<br>reasonably and honestly believe to be in the best interests of<br>Nokia and its shareholders. In discharging this obligation, the<br>members of the Board must inform themselves of all relevant<br>information reasonably available to them. The Board and each<br>Board Committee also has the power to appoint independent<br>legal, financial or other advisers as they deem necessary. The<br>Company will provide sufficient funding to the Board and to<br>each Committee to exercise their functions and provide<br>compensation for the services of their advisers.<br>The Board has the responsibility for appointing and discharging<br>the President and Chief Executive Officer, Chief Financial<br>Officer and Chief Legal Officer. The Board is ultimately<br>responsible for, and its duties include, monitoring and reviewing<br>Nokia’s financial reporting process, the effectiveness of related<br>control and audit functions and the independence of Nokia’s<br>external auditor, as well as monitoring the Company’s statutory<br>audit. The Board’s responsibilities also include overseeing the<br>structure and composition of our top management and<br>monitoring legal compliance and the management of risks<br>related to our operations. In doing so, the Board may set annual<br>ranges and/or individual limits for capital expenditures,<br>investments and divestitures and other financial and non-financial commitments that may not be exceeded without a<br>separate Board approval.<br>In risk management, the Board’s role includes risk analysis and<br>assessment in connection with financial, strategy and business<br>reviews, updates and decision-making proposals. Risk<br>management policies and processes are an integral part of<br>Board deliberations and risk-related updates are provided to<br>the Board on a recurring basis. For a more detailed description<br>of our risk management policies and processes, refer to the<br> “Risk management, internal control and internal audit functions<br>at Nokia — Risk management principles” section.<br>The Board approves and the independent directors of the Board<br>confirm the compensation and terms of employment of the<br>President and CEO, subject to the requirements of Finnish law,<br>upon the recommendation of the Personnel Committee of the<br>Board. The compensation and terms of employment of the<br>other Group Leadership Team members are approved by the<br>Personnel Committee upon the recommendation of the<br>President and CEO.<br>Board oversight of environmental and social activities and<br>governance practices<br>Under Nokia’s Corporate Governance Guidelines, the Board<br>evaluates Nokia’s environmental and social activities and<br>governance practices, related risks and target setting, as well as<br>their implementation and effectiveness across the Company.<br>In 2025, the Board reviewed the progress and key milestones<br>for the sustainability targets, sustainability results for 2024,<br>sustainability-related risks and opportunities, the evolving<br>sustainability requirements and expectations, investor feedback<br>and Nokia’s approach to related disclosures. The Board also<br>provided direction on environmental and supply‑chain priorities,<br>the refreshed social impact strategy, and company‑wide<br>engagement and enablement efforts. Additionally, in January<br>2025, the Board approved the targets related to climate change<br>in the long-term incentive plan for 2025 and approved the<br>CEO’s targets on health and safety and diversity which are<br>included in his short-term incentive plan for 2025.<br>The Board Committees monitor ESG developments and<br>activities in the Company in their respective areas of<br>responsibilities.<br>The Audit Committee reviews sustainability disclosures annually,<br>as well as the information on the use of conflict minerals in<br>Nokia’s products presented in the annual reports and regulatory<br>filings. During 2025, the Audit Committee’s responsibilities<br>included the oversight of sustainability reporting, including the<br>double materiality assessment, regulatory developments<br>related to mandatory sustainability related disclosures, as well<br>as oversight of the ethics and compliance program.<br>The Personnel Committee oversees human capital<br>management, including personnel policies and practices related<br>to Nokia’s culture, physical safety, employee well-being,<br>workforce composition, recruiting, development and retention.<br>In 2025, the Committee focused on workforce demographics<br>and conducted a people risk review, including physical safety,<br>employee survey results and succession planning.<br>The Personnel Committee recommended that the Board<br>continue to include GHG emission reduction as a metric in the<br>long-term incentive plan. Additionally, the Committee<br>emphasized the importance of fostering a strong health and<br>safety culture and maintaining workforce diversity. To reinforce<br>accountability, the Personnel Committee recommended that<br>the Board retain discretion to make downward adjustments to<br>short-term incentives if company performance in these areas<br>falls short during the annual incentive period.<br>The Corporate Governance and Nomination Committee<br>assesses and advises the Board on ESG-related activities and<br>practices, aiming to enhance the governance structure<br>supporting them.<br>The Technology Committee reviews how the Company’s ESG<br>strategy embeds into its technology strategy and roadmaps.<br>10 |
| --- |
| Board oversight of cybersecurity<br>Nokia group-level security is set up in four domains: product,<br>service, information, and customer security. While the oversight of<br>security risks and their management, including cybersecurity, is a<br>Board level responsibility in the Company, the detailed reviews<br>of the different security domains are allocated to the<br>Committees of the Board. These Committees are responsible for<br>monitoring and assessing security, including cybersecurity-related risks and reporting to the Board in their respective areas<br>of responsibilities. The responsibilities of the Audit Committee<br>include oversight of the management and processes related to<br>IT and services security risks and maturity, including security-related controls, compliance, incident process, disclosures and<br>risk management. The Technology Committee oversees product<br>and customer security risk management. The Committees<br>report to the Board on a regular basis and prepare<br>recommendations to the Board, whenever deemed necessary.<br>The Board also receives regular updates on cybersecurity.<br>Board oversight of Artificial Intelligence (AI)<br>The proliferation of AI technologies is creating new<br>opportunities for innovation. To ensure the responsible use of<br>AI, particularly with respect to ethics, privacy, and security, we<br>have established a comprehensive AI governance framework at<br>Nokia, including a central steering committee and a separate AI<br>governance board for group-level policies and procedures,<br>incident reporting, coordination and related communication.<br>The Board’s oversight of AI development is based on principles<br>similar to those we apply to other advanced technologies. The<br>Technology Committee of the Board has reviewed the AI<br>governance framework before its adoption and is responsible<br>for overseeing that compliance with all relevant regulatory<br>frameworks for AI has been effectively arranged. The<br>Technology Committee will also monitor and stay informed on<br>the progress and challenges of using AI, both at a strategic and<br>operational level. The Technology Committee reports to the<br>Board on AI governance at Nokia and on AI-related topics on a<br>regular basis. In carrying out this oversight, the Board and the<br>Technology Committee are supported by their relevant<br>technology, data and security expertise and access to internal<br>and external experts. This enables the Board to effectively<br>assess AI‑related opportunities and risks, including ethical,<br>regulatory and security considerations, and to appropriately<br>challenge management.<br>11 |
| --- |
| Board evaluation<br>In line with our Corporate Governance Guidelines, the Board<br>conducts a comprehensive annual performance evaluation,<br>which also includes evaluation of the Board Committees’ work,<br>the Board and Committee Chairs and individual Board members.<br>The Board evaluation is conducted as a self-evaluation, typically<br>with a detailed questionnaire, while an external evaluator is<br>periodically engaged. Feedback is also requested from selected<br>members of management as part of the Board evaluation<br>process. The questions aim to measure and elicit feedback on<br>the processes, structure, accountability, transparency, and<br>effectiveness of the Board and to gain an overview of the issues<br>that are areas of excellence, areas where the Board thinks<br>greater focus is warranted and determining areas where<br>performance could be enhanced.<br>Each year, the results of the evaluation are discussed and<br>analyzed by the entire Board and improvement actions are<br>agreed based on such discussions. In 2025, the evaluation<br>process was carried out as a thorough self-evaluation for a third<br>consecutive year by using an external evaluation platform that<br>included both numeric assessments and the possibility to<br>provide more detailed written comments. The questionnaire<br>comprised areas such as Nokia purpose and strategy, Board<br>agenda and meetings, and Board composition and dynamics, as<br>well as information, reporting and risk management.<br>Meetings of the Board of Directors<br>The Board of Directors constitutes a quorum if more than half<br>of its members are present. The Board held 23 meetings<br>excluding Committee meetings during 2025. In total 14 (64%)<br>of these meetings were regular meetings in person or by video<br>connection. The other nine meetings were held in writing.<br>Directors’ attendance at the Board and Committee meetings in 2025 is set forth in the table below:<br>Board meeting attendance<br>Board and Committee meeting<br>attendance(1)<br>Member Meetings % Meetings %<br>Sari Baldauf (Chair) 23/23 100 % 41/41 100 %<br>Timo Ihamuotila (Vice Chair as of 29 April 2025) 12/14 86 % 19/21 90 %<br>Søren Skou (Vice Chair until 29 April 2025) 9/9 100 % 13/15 87 %<br>Timo Ahopelto 22/23 96 % 32/33 97 %<br>Elizabeth Crain 23/23 100 % 35/35 100 %<br>Thomas Dannenfeldt 22/23 96 % 36/38 95 %<br>Pernille Erenbjerg (as of 29 April 2025)(2) 10/14 71 % 16/21 75 %<br>Lisa Hook 23/23 100 % 36/36 100 %<br>Mike McNamara 23/23 100 % 34/34 100 %<br>Thomas Saueressig 22/23 96 % 31/32 97 %<br>Carla Smits-Nusteling (until 29 April 2025) 8/9 89 % 13/14 93 %<br>Kai Öistämö 21/23 91 % 31/33 94 %<br>Average attendance (%) 95 % 95 %<br>(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<br>meetings as non-voting observers.<br>(2) In her first year on the Board, Pernille Erenbjerg had pre-existing scheduling conflicts, and subsequent changes to the Board’s meeting calendar further impacted her ability to<br>attend all meetings during 2025.<br>Directors meet without management in connection with each<br>regularly scheduled meeting. According to Board practices,<br>meetings without management present are only attended by<br>non-executive directors. These meetings are chaired by the<br>non-executive Chair of the Board. In cases where the non-executive Chair of the Board is unable to chair these meetings,<br>the non-executive Vice Chair of the Board chairs the meeting.<br>Additionally, the independent directors would meet separately<br>at least once annually. In 2025, all members of the Board were<br>non-executive and determined to be independent from Nokia<br>and significant shareholders under the Finnish Corporate<br>Governance Code and the rules of the NYSE.<br>Committees of the Board of Directors<br>In 2025, the Board of Directors had five Committees that<br>assisted the Board in its duties pursuant to their respective<br>Committee charters. The Board may also establish new or ad<br>hoc committees for detailed reviews or consideration of<br>particular topics to be proposed for the approval of the Board.<br>Any director who so wishes may attend, as a non-voting<br>observer, meetings of Committees of which they are not<br>members.<br>12 |
| --- |
| The Audit Committee<br>The following table sets forth the members of the Audit<br>Committee and their meeting attendance in 2025:<br>Attendance<br>Member Meetings %<br>Carla Smits-Nusteling (Chair until 29<br>April 2025) 3/3 100 %<br>Thomas Dannenfeldt (Chair as of 29<br>April 2025) 6/6 100 %<br>Pernille Erenbjerg (as of 29 April<br>2025) 3/3 100 %<br>Lisa Hook 6/6 100 %<br>Mike McNamara 6/6 100 %<br>Average attendance (%) 100 %<br>The Committee consists of a minimum of three members of the<br>Board who meet all applicable independence, financial literacy<br>and other requirements as stipulated by Finnish law, the Finnish<br>Corporate Governance Code and the rules of the NYSE.<br>As of 29 April 2025, the Audit Committee has consisted of the<br>following four members of the Board: Thomas Dannenfeldt<br>(Chair), Pernille Erenbjerg, Lisa Hook and Mike McNamara.<br>The Committee is responsible for assisting the Board in the<br>oversight of:<br> ▪ the quality and integrity of the Company’s financial<br>statements, related disclosures and sustainability reporting;<br> ▪ the statutory audit of the Company’s financial statements,<br>related disclosures and sustainability reporting;<br> ▪ the qualifications and independence of the external auditor<br>and the sustainability reporting assurer;<br> ▪ the performance of the external auditor and the assurer<br>subject to the requirements of Finnish law;<br> ▪ the performance of the Company’s internal controls, risk<br>management and the assurance function;<br> ▪ the performance of the internal audit function;<br> ▪ the Company’s compliance with legal and regulatory<br>requirements, including the performance of its ethics and<br>compliance program;<br> ▪ the monitoring and assessment of any related party<br>transactions;<br> ▪ the pension liabilities and taxation of the Company; and<br> ▪ the processes and management related to the cybersecurity<br>of the Company, including information and services security.<br>In discharging its oversight role, the Audit Committee has full<br>access to all Company books, records, facilities and personnel.<br>The Audit Committee also maintains procedures for the receipt,<br>retention and treatment of complaints received by Nokia<br>regarding accounting, internal controls, auditing or<br>sustainability reporting matters and for the confidential,<br>anonymous submission by our employees of concerns relating<br>to accounting, auditing or sustainability reporting assurance<br>matters. Nokia’s disclosure controls and procedures, which are<br>reviewed by the Audit Committee and approved by the President<br>and CEO and the Chief Financial Officer, as well as the internal<br>controls over financial reporting, are designed to provide<br>reasonable assurance regarding the quality and integrity of<br>Nokia’s financial statements and related disclosures. For further<br>information on internal control over financial reporting, refer to<br>the section “Risk management, internal control and internal<br>audit functions at Nokia––Description of internal control<br>procedures in relation to the financial reporting process”.<br>Under the Finnish Companies Act, an external auditor and a<br>sustainability reporting assurer are elected by a simple majority<br>vote of the shareholders at the Annual General Meeting for one<br>year at a time. The Audit Committee prepares the proposal to<br>the shareholders for the election of the nominees, upon its<br>evaluation of the qualifications and independence of the<br>external auditor and the sustainability reporting assurer. Under<br>Finnish law, the fees of the external auditor and of the<br>sustainability reporting assurer are approved by the<br>shareholders by a simple majority vote at the Annual General<br>Meeting. The Committee prepares the proposals to the<br>shareholders in respect of the fees of the external auditor and<br>the sustainability reporting assurer, and approves their annual<br>fees under the guidance given by the Annual General Meeting.<br>For information about the fees paid to Nokia’s external auditor<br>and sustainability reporting assurer, Deloitte Oy, during 2025<br>refer to the section “Auditor fees and services”.<br>The Board has determined all current Committee members be<br> ‘financially literate’ satisfying the applicable financial-sophistication requirement by the New York Stock Exchange. In<br>addition, three Committee members, Thomas Dannenfeldt,<br>Pernille Erenbjerg and Lisa Hook, are determined to be ‘audit<br>committee financial experts’ as defined in the requirements of<br>Item 16A of the Annual Report on Form 20-F filed with the U.S.<br>Securities and Exchange Commission (SEC). All members of the<br>Audit Committee are “independent directors” as defined by<br>Finnish law, the Finnish Corporate Governance Code and in<br>Section 303A.02 of the NYSE Listed Company Manual.<br>The Audit Committee meets a minimum of four times a year.<br>The Committee meets separately with the representatives of<br>Nokia’s management, heads of the internal audit, and ethics and<br>compliance functions, and the external auditor in connection<br>with each regularly scheduled meeting. The head of the internal<br>audit function has, at all times, direct access to the Audit<br>Committee, without the involvement of management.<br>Audit Committee pre-approval policies and procedures<br>The Audit Committee of the Board is responsible, among other<br>matters, for oversight of the external auditor’s independence,<br>subject to the requirements of applicable legislation. The Audit<br>Committee has adopted a policy regarding an approval<br>procedure of audit services performed by the external auditors<br>of the Nokia Group and permissible non-audit services<br>performed by the principal external auditor of the Nokia Group<br>(the “Pre-approval Policy”).<br>Under the Pre-approval Policy, proposed services either: (i) may<br>be pre-approved by the Audit Committee in accordance with<br>certain service categories described in the Pre-approval Policy<br>(general pre-approval); or (ii) require the specific pre-approval<br>of the Audit Committee (specific pre-approval). The Pre-approval Policy sets out the audit, audit-related, tax and other<br>services that have received the general pre-approval of the<br>Audit Committee. All other audit, audit-related (including<br>services related to internal controls and significant mergers and<br>acquisitions projects), tax and other services are subject to<br>specific pre-approval by the Audit Committee. All service<br>requests concerning generally pre-approved services are<br>submitted to an appointed Audit Committee delegate within<br>management, who determines whether the services are within<br>the generally pre-approved services. The Pre-approval Policy is<br>subject to annual review by the Audit Committee.<br>The Audit Committee establishes budgeted fee levels annually<br>for each of the categories of audit and non-audit services that<br>are pre-approved under the Pre-approval Policy, namely, audit,<br>audit-related, tax and other services. At each regular meeting of<br>the Audit Committee, the auditor provides a report in order for<br>the Audit Committee to review the services that the auditor is<br>providing, as well as the cost of those services.<br>13 |
| --- |
| The Corporate Governance and Nomination Committee<br>The following table sets forth the members of the Corporate<br>Governance and Nomination Committee and their meeting<br>attendance in 2025:<br>Attendance<br>Member Meetings %<br>Timo Ihamuotila (Chair as of 29 April<br>2025) 4/4 100 %<br>Søren Skou (Chair until 29 April<br>2025) 2/2 100 %<br>Sari Baldauf 6/6 100 %<br>Pernille Erenbjerg (as of 29 April<br>2025) 3/4 75 %<br>Lisa Hook (until 29 April 2025) 2/2 100 %<br>Thomas Saueressig (as of 29 April<br>2025) 4/4 100 %<br>Carla Smits-Nusteling (until 29 April<br>2025) 2/2 100 %<br>Kai Öistämö (until 29 April 2025) 2/2 100 %<br>Average attendance (%) 96 %<br>The Committee consists of three to five members of the Board<br>who meet all applicable independence requirements as<br>stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE.<br>As of 29 April 2025, the Corporate Governance and Nomination<br>Committee has consisted of the following four members of the<br>Board: Timo Ihamuotila (Chair), Sari Baldauf, Pernille Erenbjerg<br>and Thomas Saueressig.<br>The Committee fulfills its responsibilities by:<br> ▪ actively identifying individuals qualified to be elected<br>members of the Board, as well as considering and evaluating<br>the appropriate level and structure of director remuneration;<br> ▪ preparing and evaluating the principles regarding Board<br>diversity;<br> ▪ preparing proposals to the shareholders on the director<br>nominees for election at the general meetings, as well as<br>director remuneration;<br> ▪ monitoring and assessing the directors’ current and planned<br>time commitments outside the Nokia Board and their<br>attendance at Nokia Board and Committee meetings;<br> ▪ monitoring significant developments in the law and practice<br>of corporate governance, including sustainability-related<br>governance trends and the directors’ duties and<br>responsibilities;<br> ▪ assisting the Board and each Committee of the Board in its<br>annual performance evaluation process, including<br>establishing criteria to be applied in connection with such<br>evaluations;<br> ▪ developing and administering Nokia’s Corporate Governance<br>Guidelines and giving recommendations regarding them to<br>the Board; and<br> ▪ reviewing Nokia’s disclosure in the corporate governance<br>statement.<br>The Committee has the power and practice to appoint a<br>recruitment firm to identify appropriate new director candidates.<br>The Personnel Committee<br>The following table sets forth the members of the Personnel<br>Committee and their meeting attendance in 2025:<br>Attendance<br>Member Meetings %<br>Thomas Dannenfeldt (Chair) 5/5 100 %<br>Timo Ahopelto 5/5 100 %<br>Sari Baldauf 5/5 100 %<br>Elizabeth Crain 5/5 100 %<br>Average attendance (%) 100 %<br>The Committee consists of a minimum of three members of the<br>Board who meet all applicable independence requirements as<br>stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE.<br>As of 29 April 2025, the Personnel Committee has consisted of<br>the following four members of the Board: Thomas Dannenfeldt<br>(Chair), Timo Ahopelto, Sari Baldauf and Elizabeth Crain.<br>The Committee has overall responsibility for evaluating,<br>resolving and making recommendations to the Board regarding:<br> ▪ preparing the Remuneration Policy and the Remuneration<br>Report;<br> ▪ compensation and terms of employment of the Company’s<br>senior management;<br> ▪ human capital management;<br> ▪ all equity-based plans;<br> ▪ incentive compensation plans, policies and programs of the<br>Company affecting executives; and<br> ▪ possible other significant incentive plans.<br>The Committee is responsible for preparing the Remuneration<br>Policy, including Nokia’s compensation philosophy and<br>principles and ensuring that the Company’s compensation<br>programs are performance-based, designed to contribute to<br>long-term shareholder value creation in line with shareholders’<br>interests, properly motivate management and are aligned with<br>the Remuneration Policy, as well as supporting overall<br>corporate strategies.<br>The Committee also oversees human capital management and<br>periodically reviews the personnel policies and practices of<br>Nokia related to human capital management and social<br>responsibilities relating to its employees, including Company<br>culture, physical safety, employee wellbeing, morale, diversity,<br>talent management and development, succession planning,<br>resourcing, recruiting, attrition, retention and employee<br>engagement.<br>14 |
| --- |
| The Strategy Committee<br>The following table sets forth the members of the Strategy<br>Committee and their meeting attendance in 2025:<br>Attendance<br>Member Meetings %<br>Elizabeth Crain (Chair) 7/7 100 %<br>Sari Baldauf 7/7 100 %<br>Thomas Dannenfeldt (until 29 April<br>2025) 3/4 75 %<br>Lisa Hook 7/7 100 %<br>Timo Ihamuotila (as of 29 April<br>2025) 3/3 100 %<br>Søren Skou (until 29 April 2025) 2/4 50 %<br>Kai Öistämö (as of 29 April 2025) 3/3 100 %<br>Average attendance (%) 91 %<br>The Committee consists of a minimum of three members of the<br>Board and the majority of them shall meet all applicable<br>independence requirements as stipulated by the Finnish<br>Corporate Governance Code and the rules of the NYSE.<br>As of 29 April 2025, the Strategy Committee has consisted of<br>the following five members of the Board: Elizabeth Crain (Chair),<br>Sari Baldauf, Lisa Hook, Timo Ihamuotila and Kai Öistämö.<br>The Committee is established by the Board primarily for the<br>purpose of assisting the Board with respect to various strategic<br>initiatives related to developing Nokia’s corporate and business<br>strategies and capturing the strategic opportunities identified<br>under them.<br>The Committee’s duties may include:<br> ▪ overseeing the preparation of strategies related to strategic<br>initiatives;<br> ▪ reviewing the prospective alternatives for the strategic<br>initiatives identified by management;<br> ▪ acting as a preparatory body for assessing the specific<br>strategic initiatives requiring the Board’s decision;<br> ▪ overseeing the implementation of the strategic initiatives;<br>and<br> ▪ evaluating the outcomes of the strategic initiatives, focusing<br>on their implementation, financial results and long-term<br>success.<br>The Technology Committee<br>The following table sets forth the members of the Technology<br>Committee and their meeting attendance in 2025:<br>Attendance<br>Member Meetings %<br>Kai Öistämö (Chair) 5/5 100 %<br>Timo Ahopelto 5/5 100 %<br>Mike McNamara 5/5 100 %<br>Thomas Saueressig 5/5 100 %<br>Average attendance (%) 100 %<br>The Committee consists of a minimum of three members of the<br>Board and the majority of them shall meet applicable<br>independence requirements as stipulated by Finnish law, the<br>Finnish Corporate Governance Code and the rules of the NYSE<br>and have such skills in innovation, technology and science<br>matters as the Board determines adequate from time to time.<br>As of 29 April 2025, the Technology Committee has consisted<br>of the following four members of the Board: Kai Öistämö<br>(Chair), Timo Ahopelto, Mike McNamara and Thomas Saueressig.<br>In its dialogue with and provision of feedback and advice to the<br>management, the Committee will periodically review:<br> ▪ the Company’s technological competitiveness and new<br>strategic technology initiatives as well as market trends,<br>considering both organic and inorganic options to retain or<br>attain competitiveness;<br> ▪ the Company’s approach to major technological innovations;<br> ▪ key technology trends that may result in disruptive threats<br>or opportunities and proposals on how to adequately<br>address them;<br> ▪ high-level risks and opportunities associated with the<br>Company’s Research and Development Programs;<br> ▪ embedding sustainability in the technology roadmaps; and<br> ▪ the processes and management related to the cybersecurity<br>of the Company, including product and customer security.<br>15 |
| --- |
| Group Leadership Team and<br>the President and CEO<br>The Group Leadership Team is responsible for the operative<br>management of Nokia. The Group Leadership Team is chaired<br>by the President and CEO. The President and CEO’s rights and<br>responsibilities include those allotted to the President under<br>Finnish law.<br>At 31 December 2025, the Group Leadership Team consisted of<br>12 members, including the President and CEO, representing five<br>different nationalities. In total 25% of the Group Leadership<br>Team members were female. The table shown to the right sets<br>forth the biographical information of the Group Leadership<br>Team members.<br>At 31 December 2025, a total of 2 117 191 Nokia shares and a<br>total of 275 368 American Depositary Shares (ADSs) were held<br>by the Group Leadership Team members. These holdings<br>represented approximately 0.04% of our total shares and<br>voting rights excluding shares held by the Nokia Group. The<br>number of shares includes shares received as compensation as<br>well as shares acquired through other means. Stock options or<br>other equity awards that are deemed as being beneficially<br>owned under the applicable SEC rules are not included in the<br>table.<br>Summary of changes in the Group Leadership Team in 2025<br>The following members stepped down from the Group<br>Leadership Team:<br> ▪ Pekka Lundmark, President and Chief Executive Officer, as<br>of 31 March 2025;<br> ▪ Lorna Gibb, Chief People Officer, as of 13 June 2025;<br> ▪ Federico Guillén, President of Network Infrastructure, as<br>of 30 June 2025;<br> ▪ Nishant Batra, Chief Strategy and Technology Officer, as<br>of 30 September 2025; and<br> ▪ Tommi Uitto, President of Mobile Networks, as of<br>31 December 2025.<br>The Group Leadership Team was complemented with five<br>new appointments:<br> ▪ Justin Hotard, President and Chief Executive Officer,<br>effective 1 April 2025;<br> ▪ Victoria Hanrahan, Chief of Staff to Nokia’s President and<br>CEO, effective 16 June 2025;<br> ▪ David Heard, President of Network Infrastructure, effective<br>1 July 2025;<br> ▪ Pallavi Mahajan, Chief Technology and AI Officer, effective<br>1 October 2025;<br> ▪ Konstanty Owczarek, Chief Corporate Development Officer,<br>effective 1 October 2025; and<br> ▪ Furthermore, on 10 November 2025, Nokia announced the<br>appointment of Kristen Pressner as Chief People Officer, to<br>take effect during the second quarter of 2026.<br>Name Position Gender Year of birth Nationality On GLT since Shares ADSs<br>Justin Hotard President and CEO Male 1974 American 2025 609 274<br>Louise Fisk Chief Communications Officer<br>(currently Chief Communications and<br>Marketing Officer)<br>Female 1976 British 2024 52 063<br>Patrik Hammarén President of Nokia Technologies<br>(currently President of Technology<br>Standards)<br>Male 1982 Finnish 2024 40 387<br>Victoria Hanrahan Chief of Staff to the President and CEO Female 1988 American 2025 —<br>Mikko Hautala Chief Geopolitical and Government<br>Relations Officer<br>Male 1972 Finnish 2024 2 800<br>David Heard President of Network Infrastructure Male 1968 American 2025 275 368<br>Pallavi Mahajan Chief Technology and AI Officer Female 1977 Indian/American 2025 —<br>Esa Niinimäki Chief Legal Officer (currently Chief Legal<br>and Administrative Officer) and interim<br>Chief People Officer<br>Male 1976 Finnish 2023 79 281<br>Konstanty Owczarek Chief Corporate Development Officer Male 1979 American 2025 —<br>Raghav Sahgal President of Cloud and Network Services<br>(currently Chief Customer Officer)<br>Male 1962 American 2020 719 174<br>Tommi Uitto President of Mobile Networks Male 1969 Finnish 2019 256 042<br>Marco Wirén Chief Financial Officer Male 1966 Finnish/Swedish 2020 358 170<br>16 |
| --- |
| Biographical details of the current members of the Nokia Group Leadership Team<br>Justin Hotard Louise Fisk Patrik Hammarén Victoria Hanrahan<br>b. 1974 b. 1976 b. 1982 b. 1988<br>President and Chief Executive Officer<br>(CEO) since 2025.<br>MBA from the MIT Sloan School of<br>Management, Massachusetts, United<br>States. Bachelor of Science in Electrical<br>Engineering from the University of Illinois<br>Urbana-Champaign, Illinois, United<br>States.<br>Executive Vice President and General<br>Manager, Data Center & AI Group, Intel<br>2024–2025. Executive Vice President<br>and General Manager, High-Performance Computing, AI & Labs,<br>HPE, 2021–2024. Senior Vice President,<br>President and Managing Director of HPE<br>Japan and China, HPE 2019–2020.<br>Senior Vice President and General<br>Manager, Volume Global Business Unit,<br>HPE 2017–2019. Vice President,<br>Strategy, Planning & Operations, Data<br>Center Infrastructure Group, HPE 2015–<br>2016. President and General Manager,<br>Global Small Business Cloud Platform,<br>NCR Corporation 2013–2014. VP,<br>Corporate Development, NCR Corp.<br>2012–2013. Vice President and General<br>Manager, NCR Entertainment, NCR Corp.<br>2010–2012. Senior Director, Mergers &<br>Acquisitions, NCR Corp. 2007–2010.<br>Director, Product Management, Symbol<br>Technologies 2005–2007. Senior<br>Manager, Corporate Development,<br>Symbol Technologies 2003–2005.<br>Business Development Analyst, Surface<br>Logix 2002–2003. Senior Systems<br>Engineer, Motorola Inc. 1996–2000.<br>Chief Communications and Marketing<br>Officer (CCMO). Group Leadership<br>Team member since 2024. Joined<br>Nokia in 2020.<br>Advanced executive leadership<br>development, DUKE University, North<br>Carolina, United States. Advanced<br>global leadership, INSEAD business<br>school, France. Post graduate diploma<br>in PR & Journalism, University of Wales,<br>College of Cardiff, United Kingdom. BA<br>Hons in Communication, University of<br>Wales, College of Cardiff, United<br>Kingdom.<br>Vice President, Corporate Affairs<br>Programs & Corporate<br>Communications, Nokia 2020–2024.<br>Global leadership team,<br>Communications and Marketing<br>Director, BAE Systems Applied<br>Intelligence 2015–2019. Head of Global<br>Communications, Investor Relations<br>and Marketing, Innovation Group 2012–<br>2015. Global PR Director & Deputy<br>Communications Director, Logica<br>2006–2012. Partner & Associate<br>Director, LEWIS Communications 1999–<br>2006.<br>Trustee of the Williams Syndrome<br>Foundation.<br>President of Technology Standards.<br>Group Leadership Team member since<br>2024. Joined Nokia in 2007.<br>Master of Law, University of Helsinki,<br>Finland. Master of Science (Information<br>Networks), Aalto University, Finland.<br>Chief Licensing Officer Wireless<br>Technologies, Nokia Technologies<br>2024–2024. Vice President, Head of IoT<br>Licensing Program, Nokia Technologies<br>2022–2024. Head of Patent Licensing<br>Greater China, Nokia Technologies<br>2020–2022. Director, Patent Licensing,<br>Nokia Technologies 2018–2020.<br>Manager, Patent Licensing, Nokia<br>Technologies 2014–2018. Senior Legal<br>Counsel, HERE, Nokia 2013–2014. Legal<br>Counsel, HERE Nokia 2013–2013. Legal<br>Counsel, Central and East Europe, Nokia<br>2012–2013. Legal Counsel, Central<br>Europe, Nokia 2011–2012. Legal<br>Counsel, MeeGo & Open Source, Nokia<br>2007–2011.<br>Chief of Staff to Nokia’s President and<br>CEO. Group Leadership Team member<br>since 2025. Joined Nokia in 2025.<br>MBA from the University of Houston,<br>Texas, United States. Bachelor of<br>Business Administration, Texas A&M<br>University, Texas, United States.<br>Vice President, Global Marketing - High<br>Performance Compute & Artificial<br>Intelligence, HPE 2023–2024. Director,<br>Chief of Staff, HPC & AI Business Unit,<br>HPE 2021–2023. Manager, Marketing<br>Strategy, HPE 2019–2021. Senior<br>Product Marketing Manager, HPE 2015–<br>2019. Product Marketing Manager,<br>Neuromodulation Division, St. Jude<br>Medical 2013–2015. Marketing<br>Communications Coordinator, St. Jude<br>Medical 2010–2013.<br>17 |
| --- |
| Biographical details of the current members of the Nokia Group Leadership Team continued<br>Mikko Hautala David Heard Pallavi Mahajan Esa Niinimäki<br>b. 1972 b. 1968 b. 1977 b. 1976<br>Chief Geopolitical & Government<br>Relations Officer, and Chairman, Nokia<br>Defense. Group Leadership Team<br>member since 2024. Joined Nokia in<br>2024.<br>Master of Social Sciences (Political<br>history), University of Helsinki, Finland.<br>Master of Philosophy (Slavic languages),<br>University of Helsinki, Finland.<br>Ambassador, Head of Mission, Embassy<br>of Finland, Washington DC 2020–2024.<br>Ambassador, Head of Mission, Embassy<br>of Finland, Moscow 2016–2020. Foreign<br>Policy Adviser to the President, Office<br>of the President of the Republic of<br>Finland, Helsinki 2012–2016. Minister,<br>Deputy Head of Mission, Embassy of<br>Finland, Moscow 2011–2012.<br>Diplomatic Adviser to the Minister of<br>Foreign Affairs, Ministry for Foreign<br>Affairs, Helsinki 2007–2011. First<br>Secretary, Permanent Representation<br>of Finland to the EU, Brussels 2002–<br>2007. Attaché, Ministry for Foreign<br>Affairs, Helsinki 2001–2002. Attaché,<br>Embassy of Finland, Kyiv 1999–2001.<br>Visa Officer, Embassy of Finland, Kyiv<br>1998–1999.<br>Board Member Support for Finnish<br>Society (SYT) foundation. Chairman of<br>the Council, The John Morton Center<br>for North American Studies, University<br>of Turku, Finland.<br>President of Network Infrastructure.<br>Group Leadership Team member since<br>2025. Joined Nokia in 2025.<br>Master’s degree in Management<br>Science (Sloan), Stanford University<br>Graduate School of Business, California,<br>United States. Master of Business<br>Administration (MBA), University of<br>Dayton, Ohio, United States. Bachelor<br>of Arts, Production & Operations<br>Management, Ohio State University,<br>Ohio, United States.<br>Chief Growth Officer at Network<br>Infrastructure, Nokia February–June<br>2025. Chief Executive Officer, Infinera<br>2020–2025. Chief Operations Officer<br>and various senior positions, Infinera<br>2017–2020. Cloud Service Provider<br>(Executive Consultant - External), Dell<br>2015-2016. President, Network &<br>Service (Software) Enablement, JDSU<br>2010–2015. Chief Operating Officer,<br>BigBand Networks 2007–2010.<br>President & CEO, Somera<br>Communications (Jabil) 2004–2006.<br>President, Switching Systems, Tekelec<br>(Oracle) 2003–2004. President & CEO,<br>Santera Systems Inc. (Oracle) 2003–<br>2004. General Manager & Vice<br>President Wireless, various positions,<br>Alcatel Lucent 1996–2000. Vice<br>President of Access, AT&T (Lucent<br>Technologies) 1990–1996.<br>Chief Technology and AI Officer. Group<br>Leadership Team member since 2025.<br>Joined Nokia in 2025.<br>Bachelor of Technology degree in<br>Computer Science, the National<br>Institute of Technology Kurukshetra,<br>India. Master degree in Science in<br>Software Systems from Birla Institute<br>of Technology and Science, India.<br>Advanced Leadership Program at<br>Stanford University Graduate School of<br>Business, California, United States.<br>Corporate Vice President & General<br>Manager, Data Center and AI Group,<br>Intel 2024–2025. Corporate Vice<br>President & GM, Network and Edge<br>Group, Intel 2022–2024. Vice President,<br>Solutions Engineering & Customer<br>Experience, High Performance<br>Compute, Hewlett Packard Enterprise<br>2021–2022. Vice President, Head of<br>Software Engineering for Compute,<br>Hewlett Packard Enterprise 2020–2021.<br>Vice President Engineering, Juniper<br>Networks 2016–2019. Several senior<br>positions, Juniper Networks 2003–<br>2016. Technical Lead, BayPackets<br>2001–2003. Research Engineer, Centre<br>for Development of Telematics (C-DOT)<br>1998–2001.<br>Chief Legal and Administrative Officer,<br>Interim Chief People Officer and Board<br>Secretary. Group Leadership Team<br>member since 2023. Joined Nokia in<br>2007.<br>Master of Laws, Fordham University,<br>School of Law, New York, United States.<br>Master of Law, University of Helsinki,<br>Finland.<br>Interim Chief Legal Officer, Nokia 2022–<br>2023. Deputy Chief Legal Officer, Vice<br>President, Corporate Legal and Board<br>Secretary, Nokia 2018–2023. General<br>Counsel, Global Services, Nokia 2015–<br>2018. Head of Corporate Legal, Nokia<br>Solutions and Networks and Head of<br>Finance & Labor Legal, Nokia 2013–<br>2015. Senior Legal Counsel, Legal and<br>IP, India, Middle East and Africa, Nokia<br>2012–2013. (Senior) Legal Counsel,<br>Corporate Legal, Nokia 2007–2011.<br>Group Legal Counsel, Metsä Group<br>2005–2007. Associate Lawyer, White &<br>Case LLP 2003–2005.<br>Chair of Legal Affairs Committee of the<br>Confederation of Finnish Industries.<br>Member of the Market Practice Board<br>of Securities Market Association and<br>the Policy Committee of the Directors’<br>Institute Finland.<br>18 |
| --- |
| Biographical details of the current members of the Nokia Group Leadership Team continued<br>Konstanty Owczarek Raghav Sahgal Marco Wirén<br>b. 1979 b. 1962 b. 1966<br>Chief Corporate Development Officer<br>(CCDO). Group Leadership Team member<br>since 2025. Joined Nokia in 2025.<br>Master’s degree in Finance and Banking,<br>University of Lodz, Poland. Bachelor’s<br>degree in Business Administration, Emory<br>University, Georgia, United States.<br>Managing Partner and Founder, KJO<br>Advisors LLC 2024–2025. Chief<br>Strategy Officer and Chief Operating<br>Officer, High Performance Computing,<br>AI & Research business unit, Hewlett<br>Packard Enterprise 2022–2024. Head of<br>Strategy and Innovation and Head of<br>New Markets, AIG Life, American<br>International Group, Inc. 2020–2022.<br>Head of Mergers & Acquisitions and<br>Strategy, AIG Life & Retirement,<br>American International Group, Inc.<br>2018–2020. Director, AIG Corporate<br>Development, American International<br>Group, Inc. 2015–2017. Founding<br>Partner, Strategic Risk Capital Advisors,<br>LLC 2009–2015. Director, Integrated<br>Finance Ltd. (IFL) / Marakon Associates<br>2004–2009. Analyst, Technology, Media<br>and Telecommunications unit, Bear<br>Stearns & Co. 2003–2004.<br>Chief Customer Officer. Group<br>Leadership Team member since 2020.<br>Joined Nokia in 2017.<br>Master of Science in Computer Systems<br>Management, University of Maryland,<br>Maryland, United States. Bachelor of<br>Science in Computer Engineering,<br>Tulane University, Louisiana, United<br>States. Executive Business Certificate in<br>General Management, Harvard<br>University, Massachusetts, United<br>States.<br>President of Nokia Enterprise 2020.<br>Senior Vice President, Nokia Software<br>2017–2020. President, NICE Ltd. Asia<br>Pacific and the Middle East 2010–2017.<br>Advisory Board Member, Orga Systems<br>2010–2014. Vice President,<br>Communications Business Unit, Asia<br>Pacific & Japan, Oracle 2008–2010.<br>Chief Business Officer, Comverse<br>2005–2006. Executive Vice President,<br>Asia Pacific, CSG 2002–2005. Vice<br>President, Software Products Group<br>Asia Pacific, Lucent Technologies 2000–<br>2002.<br>Chief Financial Officer (CFO). Group<br>Leadership Team member since 2020.<br>Joined Nokia in 2020.<br>Master’s degree in Business<br>Administration, University of Uppsala,<br>Sweden. Studies in management and<br>strategic leadership, including at Duke<br>Business School, North Carolina, United<br>States; IMD, Switzerland and Stockholm<br>School of Economics, Sweden.<br>President, Wärtsilä Energy and<br>Executive Vice President, Wärtsilä<br>Group 2018–2020. Executive Vice<br>President and CFO, Wärtsilä Group<br>2013–2018. Executive Vice President<br>and CFO, SSAB Group 2008–2013. Vice<br>President, Business Control, SSAB<br>Group 2007–2008. CFO, Eltel Networks<br>2006–2007. Vice President of Business<br>Development, Eltel Networks 2004–<br>2005. Head of Service Division, Eltel<br>Networks 2003–2004. Vice President,<br>Corporate Development, Eltel Networks<br>2002–2003. Vice President, Strategy &<br>Business Development, NCC Group<br>1999–2002. Head of Strategic Planning,<br>NCC Group 1998–1999. Group<br>Controller, NCC Group 1996–1998.<br>Vice Chair of the Board of Directors of<br>Neste Corporation 2019–2023 and<br>member of the Board 2015–2023.<br>19 |
| --- |
| Risk management, internal control and<br>internal audit functions at Nokia<br>Risk management principles<br>We have a systematic and structured approach to risk<br>management. It covers strategic, operational, financial,<br>compliance and reputational risks and opportunities, including<br>potentially material impacts to people and the environment. The<br>principles documented in the Nokia Enterprise Risk<br>Management (ERM) Policy, which is approved by the Audit<br>Committee of the Board, require risk management and its<br>elements to be integrated into key processes:<br> ▪ ERM is an integral part of Nokia’s objective setting and key<br>decision making<br>Key risks and opportunities are primarily identified against<br>business targets either in business operations or as an<br>integral part of strategy and financial planning. Those are<br>monitored as part of the management and business<br>performance information flow. Our overall risk management<br>concept is based on managing the key risks that would<br>prevent us from meeting our objectives, rather than<br>focusing on eliminating all risks.<br> ▪ ERM is a core component of Nokia’s corporate governance<br>ERM accountability runs through the Company and is<br>embedded into Nokia corporate governance. The Board of<br>Directors and the Group Leadership Team are committed to<br>effective risk management as a core management capability<br>that supports Nokia in achieving strategic, tactical and<br>operational business objectives and in managing business<br>performance.<br> ▪ Risk ownership follows business ownership<br>Nokia ERM is aligned to the overall Nokia governance model,<br>where Nokia’s businesses are accountable for meeting<br>approved plans and targets as agreed within Nokia. Each<br>business or function head is an owner of the risks in their<br>respective responsibility area and is responsible for<br>identifying and managing key risks and capturing<br>opportunities.<br> ▪ ERM is an area of continuous improvement<br>ERM is an area of continuous improvement for Nokia. The<br>Chief Financial Officer, who also functions as the Chief Risk<br>Officer, provides guidance and sponsors the development of<br>ERM practices and ERM improvement.<br>In addition to the principles defined in the Nokia Enterprise Risk<br>Management Policy, other key corporate level policies reflect<br>the implementation of specific aspects of risk management.<br>Cybersecurity risk management<br>Nokia, along with its partners and contracted third parties, faces<br>cybersecurity threats like ransomware, viruses, worms and<br>other malicious software, unauthorized modifications, or illegal<br>activities that may cause potential security risks and other harm<br>to Nokia, its customers or consumers and other end-users of<br>Nokia’s products and services. The dynamic nature of IT<br>technologies, including the introduction of AI technologies,<br>increase these risks.<br>Cybersecurity incidents can lead to lengthy and costly incident<br>response, remediation of the attack affecting business<br>continuity, or breach and legal proceedings and fines imposed<br>on Nokia, as well as adverse effects to Nokia’s reputation and<br>brand value. Despite sustained investments, preventing,<br>detecting and containing cyber-attacks remain challenging.<br>Additionally, the regulatory framework around responding to<br>and disclosing such events is in flux and we may not be able to<br>comply with the regulations.<br>We face a number of cybersecurity risks within our business.<br>Although such risks have not materially affected us thus far,<br>including our business strategy, results of operations, or<br>financial condition, we have experienced threats to and<br>breaches of our data and systems, including malware and<br>computer virus attacks. We continue to address these<br>challenges, but there is no guarantee against future attacks.<br>Nokia has well-established cybersecurity processes built into its<br>overall security risk management framework. This integration is<br>achieved through the implementation of a security program set on<br>various processes, such as cybersecurity risk management, third-party security risk management, security incident management and<br>business continuity and disaster recovery planning. In evaluation of<br>the effectiveness of our cybersecurity processes and their<br>alignment with the industry best practices, we have engaged and<br>may engage in the future with third party advisers and consultants.<br>The Chief Security Officer, who has the authority to establish<br>and oversee the Nokia information security program, keeps<br>Nokia’s executive leadership informed on program outcomes<br>and highlights information security risks which may affect Nokia<br>business and customers. Nokia’s executive leadership provides<br>direction and support and has the responsibility to execute the<br>program within their own domains. Key principles are<br>communicated through the Nokia Information Security Policy,<br>applicable also to third parties and collaborators and supported<br>by topical Standard Operation Procedures and guidelines.<br>Nokia’s commitment to security is reflected in the supplier<br>selection processes, contracts and supplier (re)assessments<br>that are designed to ensure effective security is in place in our<br>supply chain and with our third-party partners. We are dedicated<br>to adhering to applicable laws, regulations, contractual<br>commitments, and industry best practices, including but not<br>limited to ISO 27001, NIST SP 800 series, the Cloud Security<br>Alliance Control Matrix, and the Information Security Forum.<br>Nokia’s cybersecurity incidents are handled in the Security Incident<br>Management Process, which covers all phases of incident<br>response, including preparation, identification, containment,<br>eradication, recovery and post-incident analysis. Each confirmed<br>cybersecurity-related incident is assessed against a classification<br>scheme (impact on confidentiality, integrity and availability of<br>the related asset, urgency, and priority of the security incident).<br>Significant cybersecurity incidents are elevated and managed by<br>a cross-functional, executive management-level team, which is<br>responsible for making the necessary decisions and prioritizing<br>actions that can minimize the impact of the security incident to<br>Nokia and its customers. Members from the CFO and Legal,<br>Compliance & Sustainability teams are responsible for determining<br>the materiality of the security incident and promptly informing the<br>Audit Committee of the Board.<br>The Nokia management team for assessing and managing<br>cybersecurity threats includes members with training and<br>experience in security risk management, security governance, cyber<br>resilience, security incident management, information technology,<br>cybersecurity legal and compliance requirements and disclosures.<br>These activities are coordinated and overseen by the Chief Security<br>Officer, who leads the assessment of cybersecurity risks, ensures<br>the alignment between different functions to assess and manage<br>the risks and works with the designated risk owners through the<br>Cyber Risk Council and the Enterprise Risk Management framework.<br>The Chief Security Officer has extensive cybersecurity expertise,<br>having held cybersecurity‑related roles since 2012, and holds<br>undergraduate and post-graduate degrees in Engineering and<br>professional certifications in cyber security management. The<br>Cyber Risk Council includes members of our senior management<br>20 |
| --- |
| with significant working experience in technology, cybersecurity<br>and risk management. For an overview of the training and<br>experience of the members of the Board and our assessment of<br>their experience and skills related to cybersecurity, please see<br> “Main corporate governance bodies of Nokia – Board of Directors”.<br>Description of internal control procedures in<br>relation to the financial reporting process<br>Management is responsible for establishing and maintaining<br>adequate internal control over Nokia’s financial reporting. Our<br>internal control over financial reporting is designed to provide<br>reasonable assurance to management and the Board regarding<br>the reliability of financial reporting and the preparation and fair<br>presentation of published financial statements.<br>Management conducts a yearly assessment of Nokia’s internal<br>controls over financial reporting in accordance with the Committee<br>of Sponsoring Organizations framework (the “COSO framework”,<br>2013) and the Control Objectives for Information and Related<br>Technology (COBIT) framework of internal controls. The assessment<br>is performed based on a top-down risk assessment of our financial<br>statements covering significant accounts, processes and locations,<br>corporate-level controls and information systems’ general controls.<br>As part of its assessment, management has documented:<br> ▪ the corporate-level controls, which create the “tone from<br>the top” containing the Nokia values and Code of Conduct<br>and which provide discipline and structure to decision-making processes and ways of working. Selected items from<br>our operational mode and governance principles are<br>separately documented as corporate-level controls;<br> ▪ the significant processes: (i) give a complete end-to-end<br>view of all financial processes; (ii) identify key control points;<br>(iii) identify involved organizations; (iv) ensure coverage for<br>important accounts and financial statement assertions; and<br>(v) enable internal control management within Nokia;<br> ▪ the control activities, which consist of policies and<br>procedures to ensure management’s directives are carried<br>out and the related documentation is stored according to<br>our document retention practices and local statutory<br>requirements; and<br> ▪ the information systems’ general controls to ensure that<br>sufficient IT general controls, including change management,<br>system development and computer operations, as well as<br>access and authorizations, are in place.<br>Further, management has also:<br> ▪ assessed the design of the controls in place aimed at<br>mitigating the financial reporting risks;<br> ▪ tested operating effectiveness of all key controls; and<br> ▪ evaluated all noted deficiencies in internal controls over<br>financial reporting in the interim and as of year end.<br>In 2025, Nokia has followed the procedures as described above<br>and has reported on the progress and assessments to<br>management and to the Audit Committee of the Board on a<br>quarterly basis.<br>Description of the organization of the internal<br>audit function<br>We have an internal audit function that examines and evaluates<br>the adequacy and effectiveness of our system of internal<br>control. Internal audit reports to the Audit Committee of the<br>Board. The head of the internal audit function has direct access<br>to the Audit Committee, without the involvement of<br>management. The internal audit staffing levels and annual<br>budget are approved by the Audit Committee. All authority of the<br>internal audit function is derived from the Board. The internal<br>audit aligns to the business by business group and function.<br>Annually, a risk-based internal audit plan is developed taking<br>into account key business risks, emerging risks, external factors<br>and input from management. This plan is approved by the Audit<br>Committee. Audits are completed across business groups and<br>functions. The results of each audit are reported to<br>management identifying issues, financial impact, if any, and the<br>correcting actions to be completed. Quarterly, the internal audit<br>function communicates the progress of the internal audit plan<br>completion, including the results of the closed audits, to the<br>Audit Committee. Any changes to the risk environment<br>impacting the internal audit plan are presented to the Audit<br>Committee for review and approval on a quarterly basis.<br>Internal audit also works closely with Internal Controls and<br>Ethics and Compliance offices to review any financial and<br>compliance concerns brought to light from various channels<br>and, where relevant, works with Enterprise Risk Management to<br>ensure priority risk areas are reviewed through audits.<br>21 |
| --- |
| Related party transactions<br>We determine and monitor related parties in accordance with<br>the International Accounting Standards (IAS 24, Related Party<br>Disclosures) and other applicable regulations including the<br>applicable U.S. securities laws. We maintain information on our<br>related parties, as well as monitor and assess related party<br>transactions. As a main principle, all transactions should be<br>conducted at arm’s length and as part of the ordinary course of<br>business. In exceptional cases where these principles would be<br>deviated from, Nokia would set up a separate process to<br>determine the related parties in question and to seek relevant<br>approvals in accordance with internal guidelines and applicable<br>regulations.<br>Main procedures relating to insider<br>administration<br>Our insider administration is organized according to the<br>applicable European Union and Finnish laws and regulations as<br>well as applicable U.S. securities laws and regulations. In<br>addition, Nokia has adopted the Nokia Insider Trading Policy,<br>approved by the Board of Directors, which sets out Nokia-wide<br>rules and practices to ensure full compliance with applicable<br>rules and that inside information is recognized and treated in an<br>appropriate manner and with the highest integrity. The Nokia<br>Insider Trading Policy is applicable to all directors, executives<br>and employees of Nokia.<br>Persons discharging managerial responsibilities<br>Nokia has identified members of the Board of Directors and the<br>Group Leadership Team as persons discharging managerial<br>responsibilities who, along with persons closely associated with<br>them, are required to notify Nokia and the Finnish Financial<br>Supervisory Authority of their transactions with Nokia’s financial<br>instruments. Nokia publishes the transaction notifications.<br>In addition, according to the Nokia Insider Trading Policy,<br>persons discharging managerial responsibilities are obligated to<br>clear a planned transaction in Nokia’s financial instruments in<br>advance with the person in charge of the insider administration.<br>It is also recommended that trading and other transactions in<br>Nokia’s financial instruments are carried out in times when the<br>information available to the market is as complete as possible.<br>Closed window<br>Persons discharging managerial responsibilities are subject to a<br>closed window period of 30 calendar days preceding the<br>disclosure of Nokia’s quarterly or annual result announcements,<br>as well as the day of the disclosure. During the closed window<br>period, persons discharging managerial responsibilities are<br>prohibited from dealing in Nokia’s financial instruments.<br>Nokia has imposed this closed window period also on separately<br>designated financial reporting persons who are recurrently<br>involved with the preparation of Nokia’s quarterly and annual<br>results announcements. These persons are separately notified<br>of their status as designated financial reporting persons.<br>Insider registers<br>Nokia does not maintain a permanent insider register. Insiders<br>are identified on a case-by-case basis for specific projects and<br>are notified of their insider status. Persons included in a project-specific insider register are prohibited from dealing in Nokia’s<br>financial instruments until the project ends or is made public.<br>Supervision<br>Our insider administration’s responsibilities include, among<br>other matters, internal communications related to insider<br>matters and trading restrictions, setting up and maintaining our<br>insider registers and arranging related trainings, as well as<br>organizing and overseeing compliance with the insider rules.<br>Violations of the Nokia Insider Trading Policy must be reported<br>to the head of Corporate Legal. Nokia employees may also use<br>channels stated in the Nokia Code of Conduct for reporting<br>incidents involving suspected violations of the Nokia Insider<br>Trading Policy.<br>Auditor fees and services<br>Deloitte Oy, based in Helsinki, Finland, served as our auditor and<br>our sustainability reporting assurer for the financial year ended<br>31 December 2025 and for the financial year ended 31<br>December 2024. The auditor and the sustainability reporting<br>assurer are elected annually by our shareholders at the Annual<br>General Meeting for the next financial year commencing after<br>the election. On an annual basis, the Audit Committee of the<br>Board prepares a proposal to the shareholders regarding the<br>appointment of the auditor and the sustainability reporting<br>assurer based upon its evaluation of the qualifications and<br>independence of the auditor and the sustainability reporting<br>assurer to be proposed for election.<br>The following table presents fees by type paid to Deloitte’s<br>network of firms for the years ended 31 December:<br>EURm 2025 2024<br>Audit fees(1) 19.5 18.5<br>Audit-related fees(2) 2.3 2.5<br>Tax fees(3) 0.4 0.2<br>All other fees(4) 0.3 0.1<br>Total 22.5 21.3<br>(1) Audit fees consist of fees incurred for the annual audit of the Group’s<br>consolidated financial statements and the statutory financial statements of the<br>Group’s subsidiaries.<br>(2) Audit-related fees consist of fees billed for sustainability reporting assurance<br>approximately EUR 0.9 million (approximately EUR 1.4 million in 2024) as well as<br>other assurance and related services that are reasonably related to the<br>performance of the audit or review of the Group’s financial statements or that are<br>traditionally performed by the independent auditor, and include consultations<br>concerning financial accounting and reporting standards; advice and assistance in<br>connection with local statutory accounting requirements; due diligence related to<br>mergers and acquisitions; and audit procedures in connection with investigations<br>in the pre-litigation phase and compliance programs. They also include fees billed<br>for other audit services, which are those services that only the independent<br>auditor can reasonably provide, and include the provision of comfort letters and<br>consents in connection with statutory and regulatory filings and the review of<br>documents filed with the SEC and other capital markets or local financial reporting<br>regulatory bodies.<br>(3) Tax fees include fees billed for: (i) services related to tax compliance including<br>preparation and/or review of tax returns, preparation, review and/or filing of<br>various certificates and forms and consultation regarding tax returns and<br>assistance with revenue authority queries; compliance reviews, advice and<br>assistance on other indirect taxes; and transaction cost analysis; (ii) services<br>related to tax audits; (iii) services related to individual compliance (preparation of<br>individual tax returns and registrations for employees (non-executives), assistance<br>with applying for visas, residency, work permits and tax status for expatriates); (iv)<br>services related to technical guidance on tax matters; (v) services related to<br>transfer pricing advice and assistance with tax clearances; and (vi) tax consultation<br>and planning (advice on stock-based remuneration, local employer tax laws, social<br>security laws, employment laws and compensation programs and tax implications<br>on short-term international transfers).<br>(4) Other fees include fees billed for Company establishments, liquidations, forensic<br>accounting, data security, other consulting services and reference materials<br>and services.<br>22 |
| --- |
Exhibit 99.3
| Nokia Corporation<br>Remuneration Report 2025 |
|---|
| Remuneration Report 2025<br>Letter from the Chair of the Personnel<br>Committee of the Board<br> “Dear Fellow Shareholder,<br>I am delighted to present our<br>Remuneration Report 2025<br>as the Chair of the Personnel<br>Committee of the Nokia Board.”<br>Our remuneration philosophy<br>At the core of Nokia’s philosophy lie two principles:<br> ▪ pay for performance and aligning the interests of employees<br>with shareholders; and<br> ▪ ensure that remuneration programs and policies support the<br>delivery of the corporate strategy and create long-term<br>sustainable shareholder value.<br>Shareholder support<br>Driven by the strategic shift to expand into new business areas such<br>as data centers, private wireless, and defense, particularly in North<br>America, the Nokia Board of Directors proposed amendments to<br>the Remuneration Policy (“Policy”) for approval by shareholders in<br>the 2025 Annual General Meeting (“AGM”). In developing the<br>proposal, engagement was undertaken with the company’s largest<br>shareholders in November 2024 and April 2025. The Board<br>welcomed the support received from the majority of shareholders<br>for the amendments at the AGM, while acknowledging that a<br>significant minority voted against the proposal.<br>In response to this outcome, and consistent with our commitment<br>to maintaining an open and constructive dialogue with our<br>shareholders, further engagement was conducted with<br>approximately 30% of our shareholders during Autumn 2025. The<br>principal concerns raised by investors related to the introduction of<br>restricted shares in the Policy and the perceived lack of clarity<br>around the use of underpins.<br>When considering the introduction of restricted shares, the<br>Personnel Committee of the Board of Directors (“Committee”)<br>carefully evaluated the strategic context in which Nokia operated,<br>particularly the growing importance of the North American market<br>and the need to remain competitive in attracting and retaining<br>senior leadership capable of delivering our long-term objectives.<br>The proportion of Nokia’s revenue generated in North America is<br>expected to increase as we expand in higher-growth businesses.<br>These areas, such as data centers, represent key drivers of the<br>company’s future development, and as part of this strategy, Nokia<br>completed the EUR 2.5 billion acquisition of Infinera Corporation in<br>2025, a US-based supplier of optical networking solutions and<br>advanced optical semiconductors. Justin Hotard, who headed the<br>Data Center & AI Group at Intel with more than 25 years of<br>experience in AI and data-center markets across major US<br>technology companies, was appointed as CEO in April 2025.<br>Against this backdrop, the Committee concluded that the<br>introduction of additional restricted share awards of up to 100% of<br>base salary was necessary to position the CEO’s total remuneration<br>closer to market levels for comparable US-based roles, to provide<br>the retention support expected in the North American executive<br>market and to ensure a healthy compression between the<br>remuneration of the CEO and that of his direct reports. With the<br>addition of restricted shares, more than two-thirds of the CEO’s<br>total target remuneration – and nearly 90% of variable<br>remuneration at maximum – will remain performance-based,<br>maintaining Nokia’s commitment to pay for performance.<br>Compensation of the new President and CEO<br>On 10 February 2025, Nokia announced that Justin Hotard<br>would be appointed as its new President and Chief Executive<br>Officer from 1 April 2025. The new President and CEO’s salary and<br>variable pay arrangement were the same as his predecessor.<br>Hotard received his salary for the period from 1 April 2025 to the<br>end of the financial year with a prorated STI payout over the same<br>period of 129% of target opportunity, based on the performance<br>of the company. He was granted LTI (performance share) award in<br>July 2025.<br>In addition, Justin Hotard received a one-time buy-out award of EUR<br>2.0 million in cash and EUR 6.0 million in restricted shares, vesting in<br>three tranches over a period of three years, both in lieu of his<br>forfeited unvested equity awards from the previous employer.<br>Additionally, Justin Hotard was given compensation for repayment<br>of previous employer’s sign-on bonus that he had to repay, of c.<br>EUR 1.0 million. Mr. Hotard was also invited to participate in the co-investment-based long-term incentive arrangement (eLTI) , under<br>which he invested EUR 2 821 000 in Nokia shares in June 2025. In<br>return, he is offered two Performance Shares for each share<br>invested as a matching award. The invested shares must be held for<br>three years for the matching shares to vest, subject to the same<br>performance conditions as for the 2025 LTI Performance Shares.<br>2 |
| --- |
| This investment aligns the new President and CEO with shareholders<br>from the start and is a sign of his commitment to Nokia.<br>The Board has approved a 6.0% increase to Justin Hotard’s<br>base salary as of 1 January 2026, while maintaining his target<br>STI and performance share opportunities at their existing levels.<br>With this increase, the President and CEO’s total target<br>remuneration will remain below the US median benchmark.<br>Exit arrangements for the previous President and CEO<br>Pekka Lundmark continued to lead Nokia until 31March 2025 and<br>remained employed during 2025 to support the transition of<br>leadership and relationships with our key customers and<br>stakeholders after stepping down as President and CEO.<br>Mr. Lundmark received his base salary and incentive throughout<br>2025. The remaining balance of his 12-month notice period base<br>pay and benefits until 9 February 2026 was paid out in cash in lieu<br>of notice, together with his 2025 STI based on actual performance.<br>He was not eligible for 2026 STI. Considering Mr. Lundmark’s<br>retirement from operational roles and his continued work to enable<br>a smooth leadership transition throughout 2025, on Board’s<br>discretion, Pekka Lundmark retained his outstanding long-term<br>incentives (performance shares 2022‒2024 and eLTI 2024). These<br>awards will vest on normal vesting dates prorated to his service at<br>the company until 31 December 2025 and subject to applicable<br>performance conditions.<br>The 2022 LTI (performance shares) was subject to the<br>predetermined dividend adjusted share price targets and a three-year performance period which ended in January 2025. Based on<br>the dividend adjusted share price outcome of EUR 4.88, the award<br>lapsed in full for Pekka Lundmark and other GLT members who<br>received the grant in 2022.<br>STI performance outcome and payout for 2025<br>Justin Hotard’s 2025 STI, prorated for period worked, was subject<br>to a scorecard of operating profit, cash release(1), health & safety<br>and diversity objectives. Pekka Lundmark’s 2025 STI was subject to<br>the same scorecard of measures.<br>The comparable operating profit in constant currency(1) for 2025<br>was EUR 2 168 million, against the target of EUR 2 093 million. As a<br>result, the payout for this element was 115% of target. For the<br>cash release element (cash flow less comparable operating profit)(1)<br>,<br>the actual outcome was EUR -338 million, against the target of EUR<br>-1 238 million. This resulted in a payout of 198% of target for this<br>element.<br>The first gender diversity metric (female percentage in workforce)<br>achieved 22.9% for the full year, against the target of 23.9%, which<br>resulted in a payout of 0% of target for this element. The second<br>gender diversity metric (female percentage in leadership) achieved<br>17.2% for the full year, against the target of 18.2%, which resulted<br>in a payout of 0% of target for this element.<br>The health & safety metric of lost time injury frequency rate<br>measures how often lost time injuries occur that directly impacts<br>Nokia employees during the year. This metric achieved an outcome<br>of 0.055 lost time injury frequency rate (“LTIFR”) against the target<br>of 0.085, which resulted in a payout of 225% of target for this<br>element. However, as a result of five fatalities within Nokia’s control<br>during the year, the Board exercised downward discretion to reduce<br>the payout under this element by 10%, which resulted in the final<br>outcome of 203% for this metric.<br>As a result, a total of 129% of target STI was payable for the<br>financial year 2025.<br>STI and LTI performance conditions for 2026<br>During 2025, the Committee also undertook a review of the<br>performance metrics used for our STI and LTI plans and decided to<br>make changes for 2026 to ensure our incentive plans support our<br>strategy focused on growth and performance. Our 2026 incentive<br>plans for the President and CEO and the rest of the GLT will follow<br>the structure set out below.<br>Delivering the next year’s step in the strategic plan – STI<br>Comparable Operating Profit in<br>Constant Currency(1) 70% Free Cash Flow(2) 30%<br>Continued focus on profitability Achieve a strong cash position<br>Delivering sustainable value – LTI<br>50% relative TSR, 40% cumulative reported EPS (adjusted for<br>impairments and M&A), 10% GHG emission reduction (scope 1, 2 and 3)<br>A more rounded and balanced approach reflecting performance over<br>the long term in growing the business and in delivering shareholder<br>value whilst working towards our 2030 goal of 50% GHG emission<br>reduction<br>For 2026, cash release(1) has been replaced with Free Cash<br>Flow(2), which provides a simpler and a more transparent view of<br>underlying cash generation. Additionally, health & safety and<br>diversity will no longer operate as standalone metrics within the<br>STI, as the Committee considers performance in these areas as an<br>integral part of the day-to-day responsibilities of the President and<br>CEO and senior leaders rather than a measure for variable<br>remuneration. These areas remain important to the company’s<br>long-term success, and the Committee will retain the ability to<br>apply a downward discretion to STI outcomes where performance in<br>these areas does not meet expectations. The STI weightings have<br>been adjusted for 2026 to reflect this updated framework.<br>The Committee reaffirmed the importance of a safety culture with<br>ongoing safety programs and targets aimed at raising awareness<br>and encouraging positive safety behaviors among subcontractors.<br>Nokia will continue to set internal safety targets for 2026.<br>Share ownership requirement<br>Our President and CEO is required to hold Nokia shares<br>equivalent to three times his annual base salary. Justin Hotard<br>currently maintains a total shareholding (including his<br>beneficially owned shares and unvested restricted shares) which<br>significantly exceeds the requirement. This demonstrates his<br>commitment to an alignment with Nokia’s long-term success<br>and our shareholder interests.<br>Conclusions<br>I thank shareholders who assisted the Committee in the<br>consultation process during 2025 and we remain committed to<br>maintaining an open and constructive dialogue. I look forward to<br>your continued support at our 2026 Annual General Meeting.<br>THOMAS DANNENFELDT,<br>CHAIR OF THE PERSONNEL COMMITTEE<br>3<br>(1) Comparable operating profit in constant currency and cash flow less comparable<br>operating profit (i.e. cash release) are financial measures used only in calculation of<br>short-term incentives for the President and CEO and the members of the Global<br>Leadership Team. These measures are not used to communicate the management’s<br>view of Nokia’s financial performance, and hence they are not considered as<br>alternative performance measures. For the definition and reconciliation of non-IFRS<br>measures to the most directly comparable IFRS measure, refer to the ”Alternative<br>performance measures” section.<br>(2) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the<br>most directly comparable IFRS measures, refer to the “Alternative performance<br>measures” section. |
| --- |
| Introduction<br>This Remuneration Report of Nokia Corporation (the Report) has<br>been approved by the Company’s Board of Directors (the Board)<br>to be presented to the Annual General Meeting 2026. The<br>resolution of the Annual General Meeting on the Report is<br>advisory. The Report presents the remuneration of the Board<br>members and the President and CEO for the financial year 2025<br>in accordance with the Decree of the Finnish Ministry of Finance<br>608/2019 and the Finnish Corporate Governance Code 2025, as<br>well as other applicable Finnish laws and regulations. The<br>members of the Board and the President and CEO have been<br>remunerated in accordance with our approved Remuneration<br>Policy during the financial year 2025. No temporary or other<br>deviations from the Policy have been made and no clawback<br>provisions have been exercised during the financial year 2025.<br>In 2025, our remuneration structure promoted the Company’s<br>long-term financial success by setting the performance criteria<br>for short-term and long-term incentives to support the<br>Company’s short-term and long-term goals, as well as through<br>shareholding requirements set for the President and CEO, the<br>GLT and the Board members. Aligned with Nokia’s pay-for-performance remuneration principle, performance-based<br>remuneration was emphasized over fixed base salary. The<br>setting and application of the performance criteria for incentive<br>programs executed the philosophy of pay-for-performance and<br>supported the delivery of the corporate strategy as well as the<br>creation of long-term sustainable shareholder value.<br>The table on the right compares the development of the<br>remuneration of our Board of Directors, President and CEO,<br>average employee pay and Company performance over a five-year period.<br>The pay-for-performance remuneration principle applied to the<br>President and CEO, as well as the shareholding requirement of<br>the President and CEO and the Board members, as applicable,<br>contribute to an alignment of interests with shareholders, while<br>also promoting and incentivizing decisions that are in the long-term interest of the Company.<br>Year<br>Aggregate remuneration of<br>the Board of Directors (EUR)(1)<br>President and CEO actual<br>remuneration (EUR)(2)<br>Average salaries and wages<br>(EUR)(3)(5) Net sales (EURm)(5)<br>Total shareholder return<br>(rebased to 100 at 31 Dec<br>2020)(4)<br>2021 1 821 000 4 908 244 70 411 22 202 176.90 %<br>2022 2 280 000 4 316 606 74 241 23 761 139.07 %<br>2023 2 503 000 3 738 560 69 096 21 138 101.13 %<br>2024 2 511 000 3 988 250 78 576 19 220 146.73 %<br>2025 2 499 000 7 286 861 80 367 19 889 197.49 %<br>(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>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 required.<br>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>(2) The President and CEO actual remuneration represents the aggregate total of the two President and CEOs in 2025.<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>(4) Total shareholder return on last trading day of the previous year.<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.<br>We also present this data graphically:<br>Comparative data (rebased year-end 2020 = 100)<br>Remuneration of the Board of Directors CEO earned remuneration Average salaries<br>Net sales Total shareholder return<br>2020 2021 2022 2023 2024 2025<br>0.00<br>20.00<br>40.00<br>60.00<br>80.00<br>100.00<br>120.00<br>140.00<br>160.00<br>180.00<br>200.00<br>4 |
| --- |
| Pay for performance<br>Core to our remuneration philosophy is a desire to pay for<br>performance.<br>Each year we review overall total shareholder return compared<br>with LTI vesting, mapping the performance of the plans against<br>the total shareholder return curve.<br>Looking at the performance of our long-term incentive plans<br>against total shareholder return, there is a reasonable<br>alignment with the performance of the plans declining as total<br>shareholder return declines.<br>The Board continues to actively monitor the performance of our<br>long-term incentive plans to ensure that they deliver value for<br>shareholders.<br>Global peer group<br>During 2025, the global peer group used in our remuneration<br>benchmarking and relative TSR performance assessment was<br>reviewed and updated so that it consists of the following 24<br>companies. As part of this review, Atos was removed from the<br>peer group following material changes to its business profile, and<br>both Juniper Networks and VMware were removed as they have<br>delisted.<br>ABB Infineon Technologies<br>Adobe Kone<br>Airbus Motorola Solutions<br>ASML NXP Semiconductors<br>BAE Systems Oracle<br>Capgemini Philips<br>Ciena SAP<br>Cisco Systems Siemens Healthineers<br>Corning Vodafone Group<br>Dell Technologies Wärtsilä<br>Ericsson<br>Hewlett Packard Enterprise<br>HP<br>IBM<br>5<br>Long-term incentive plan, as of 31 December<br>TSR value (%)<br>100<br>46<br>29<br>57 53<br>40<br>12<br>24<br>Achieved Overachieved Nokia total shareholder return (“TSR”)<br>2015 2016 2017 2018 2019 2020 2021 2022⁽¹⁾ 2023⁽²⁾ 2024⁽²⁾ 2025⁽²⁾<br>0<br>50<br>100<br>150<br>200<br>250<br>(1) 2023 LTI's performance period ended in January 2026. The vesting outcome of this award will be reported in the 2026 Remuneration Report.<br>(2) 2024 and 2025 LTIs’ performance periods are not yet completed.<br>Share price and total shareholder return vs long-term incentive performance |
| --- |
| Remuneration of the Board of Directors<br>The shareholders resolve annually on director remuneration<br>based on a proposal made by the Board of Directors on the<br>recommendation of the Board’s Corporate Governance and<br>Nomination Committee.<br>The aggregate amount of remuneration paid to the Board<br>members in 2025 equaled EUR 2 499 000 of which<br>EUR 2 390 000 consisted of annual fees and the rest of meeting<br>fees. In accordance with the resolution by the Annual General<br>Meeting 2025, approximately 40% of the annual fee from Board<br>and Board Committee work was paid in Nokia shares purchased<br>from the market on behalf of the Board members following the<br>Annual General Meeting.<br>The directors shall retain until the end of their directorship such<br>number of shares that corresponds to the number of shares<br>they have received as Board remuneration during their first<br>three years of service on the Board.<br>The rest of the annual fee was paid in cash, most of which was<br>used to cover taxes arising from the remuneration. All meeting<br>fees were paid in cash.<br>It is the Company’s policy that the non-executive members of<br>the Board do not participate in any of Nokia’s equity programs<br>and do not receive performance shares, restricted shares, or<br>any other variable remuneration for their duties as Board<br>members. No such variable remuneration was paid since all<br>persons acting as Board members during the financial year<br>2025 were non-executive.<br>Board remuneration for the term that began at the Annual General Meeting held on 29 April 2025 and ends at the close of the Annual<br>General Meeting in 2026 consisted of the following fees.<br>Annual fee EUR<br>Chair 440 000<br>Vice Chair 210 000<br>Member 185 000<br>Chair of Audit Committee 30 000<br>Member of Audit Committee 15 000<br>Chair of Personnel Committee 30 000<br>Member of Personnel Committee 15 000<br>Chair of Strategy Committee 20 000<br>Member of Strategy Committee 10 000<br>Chair of Technology Committee 20 000<br>Member of Technology Committee 10 000<br>Meeting fee(1) EUR<br>Meeting requiring intercontinental travel 5 000<br>Meeting requiring continental travel 2 000<br>(1) Paid for a maximum of seven meetings per term.<br>The following table outlines the total annual remuneration paid in 2025 to the members of the Board for their services.<br>Annual fees<br>(EUR)<br>Meeting fees<br>(EUR)(1)<br>Total<br>remuneration paid<br>(EUR)<br>60% of annual fees<br>and all meeting fees<br>paid in cash (EUR)<br>40% of annual<br>fees paid in shares<br>(EUR)<br>Number of shares<br>(approx. 40% of the<br>annual fee)(2)<br>Sari Baldauf (Chair) 465 000 10 000 475 000 289 000 186 000 41 478<br>Søren Skou (Vice Chair)(3) — 2 000 2 000 2 000 — —<br>Timo Ihamuotila (Vice Chair as of 29<br>April 2025) 220 000 9 000 229 000 141 000 88 000 19 624<br>Timo Ahopelto 210 000 10 000 220 000 136 000 84 000 18 732<br>Elizabeth Crain 220 000 12 000 232 000 144 000 88 000 19 624<br>Thomas Dannenfeldt 245 000 14 000 259 000 161 000 98 000 21 854<br>Pernille Erenbjerg (as of 29 April 2025) 200 000 — 200 000 120 000 80 000 17 840<br>Lisa Hook 210 000 12 000 222 000 138 000 84 000 18 732<br>Mike McNamara (as of 3 April 2024) 210 000 14 000 224 000 140 000 84 000 18 732<br>Thomas Saueressig 195 000 14 000 209 000 131 000 78 000 17 394<br>Carla Smits-Nusteling(3) — 2 000 2 000 2 000 — —<br>Kai Öistämö 215 000 10 000 225 000 139 000 86 000 19 178<br>Total 2 390 000 109 000 2 499 000 1 543 000 956 000 213 188<br>(1) Meeting fees include all meeting fees paid during the reported year 2025.<br>(2) 40% of the annual fees after deducting the applicable transfer taxes.<br>(3) Stepped down at the Annual General Meeting on 29 April 2025 and received no annual fees in 2025.<br>6 |
| --- |
| Remuneration of the President and CEO<br>The following table shows the actual remuneration received by the former and current President and CEO in 2025 and 2024. As our<br>CEO changed in the financial year 2025, both individual and aggregate figures are presented in respect of service as President and CEO<br>for comparison purposes. The 2024 LTI figure relates to the vesting of the 2021 LTI performance shares and the 2021 eLTI matching<br>performance shares. The 2025 LTI figure relates to the vesting of the 2022 LTI performance shares.<br>EUR 2025 (Combined) Pay mix(1) 2025 (Hotard)(2) Pay mix(1)<br>2025<br>(Lundmark)(3) Pay mix(1) 2024 Pay mix(1)<br>Salary 1 410 500 38 % 1 057 875 38 % 352 625 38 % 1 410 500 36 %<br>Short-term incentive(4) 2 271 787 62 % 1 703 840 62 % 567 947 62 % 1 824 834 46 %<br>Long-term incentive(5) — 0 % — 0 % — 0 % 697 872 18 %<br>Other remuneration(6) 3 604 574 3 584 877 19 697 55 044<br>Total 7 286 861 6 346 592 940 269 3 988 250<br>(1) Pay mix reflects the proportion of base salary, STI and LTI of total remuneration, excluding other remuneration.<br>(2) Justin Hotard’s compensation is shown in respect of his service as President and CEO from 1 April 2025.<br>(3) Pekka Lundmark’s compensation is shown in respect of his service as President and CEO to 31 March 2025. In addition, in respect of his services as an advisor between stepping<br>down as President and CEO on 31 March 2025 and his last day of work on 31 December 2025, he received EUR 1 057 875 salary and EUR 29 523 in benefits. The remaining balance<br>of his 12-month notice period base pay and benefits until 9 February 2026 was paid out in cash in lieu of notice, EUR 35 269, together with his 2025 STI based on actual<br>performance, which amounted to EUR 2 271 787 for the full year. Pekka Lundmark is not eligible for 2026 STI.<br>(4) STI represents the amounts earned in respect of financial year 2025, but that are paid in April 2026.<br>(5) LTI payments to Pekka Lundmark represents his 2022 performance share award, which fully lapsed.<br>(6) Other compensation for Pekka Lundmark includes telephone, car, driver, tax compliance support and medical insurance. For Justin Hotard, other compensation includes a one-time buy-out award of EUR 2 000 000 in lieu of his forfeited unvested equity awards from the previous employer, compensation for repayment of previous employer’s sign-on<br>bonus that he had to repay of EUR 1 025 154, and other benefits including relocation and housing (including temporary housing), schooling fees, car, driver, telephone, medical<br>insurance and legal fees equaling to EUR 559 723.<br>Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect of the<br>President and CEO. Such payments can be characterized as defined contribution payments. In 2025, payments to the Finnish state<br>pension system equaled EUR 39 291 for Pekka Lundmark in respect of his service as President and CEO (EUR 310 937 in 2024) and<br>EUR 490 275 for Justin Hotard. No supplementary pension arrangements were offered.<br>7 |
| --- |
| Hire and 2025 arrangements for Justin Hotard<br>Justin Hotard was appointed as President and CEO from 1 April 2025. His hire arrangements are summarized below and are in<br>accordance with the Remuneration Policy (“Policy”).<br>Item Action Amount Note<br>Salary Paid monthly from 1 April 2025 EUR 1.4 m per annum, pro-rated for 2025<br>In line with Policy and Executive<br>Agreement<br>Short-term incentive<br>2025<br>Paid at actual for 2025 and prorated for period worked<br>during the year<br>EUR 1.7 m In line with Policy and STI plan<br>rules<br>Long-term incentive<br>2025<br>Performance share award vests in 2028 subject<br>to relative TSR (50%), cumulative earnings per share<br>(40%) and GHG emission reduction (10%)<br>Target EUR 2.8 m In line with Policy and LTI plan<br>rules<br>eLTI co-investment<br>arrangement<br>In return for a purchase and continued holding of 2.8m<br>EUR worth of Nokia shares, a 2:1 award of Nokia 2025<br>performance shares was made. These vest in 2028<br>subject to relative TSR (50%), cumulative earnings per<br>share (40%) and GHG emission reduction (10%) and<br>continued holding of the purchased shares<br>Target EUR 5.6 m In line with Policy and same as<br>arrangement provided to Pekka<br>Lundmark, Justin Hotard was<br>invited to participate in<br>the eLTI co-investment<br>arrangement. This required him<br>to make a substantial personal<br>investment in Nokia shares<br>aligning his personal interests<br>with those of shareholders from<br>joining.<br>Buyout of forfeited<br>Restricted Stock<br>awards<br>To compensate for the forfeiture of awards from the<br>previous employer, and having duly considered the<br>structure, time horizons, value and performance<br>conditions of those forfeited awards, the Board<br>granted the CEO EUR 6.0 million in restricted shares,<br>vesting in three equal tranches in 2026, 2027 and<br>2028, as well as a cash payment of EUR 2.0 million,<br>which was paid upon his commencement in April 2025.<br>EUR 8.0 m In line with Policy and Executive<br>Agreement and LTI Plan rules<br>Compensation for<br>repayment<br>of previous employer’s<br>sign-on bonus<br>Cash in recognition of the repayment of sign-on bonus<br>to previous employer<br>EUR 1.0 m In line with Policy and Executive<br>Agreement<br>Benefits Paid from 1 April 2025 Standard Finnish benefits<br>plus relocation support,<br>temporary accommodation<br>support, housing allowance,<br>schooling allowance, and<br>legal fees<br>In line with Policy and Executive<br>Agreement<br>8 |
| --- |
| 2025 Short-term Incentive of the President and CEO<br>Targets for the STI are set annually at or before the start of the year (adjusted for exceptional one-off items), balancing the need to<br>deliver value with the need to motivate and drive the performance of the Executive Team. Targets are determined for a set of strategic<br>metrics that align with driving sustainable value for shareholders and are set in the context of market expectations and analyst<br>consensus forecasts. For 2025, both Pekka Lundmark and Justin Hotard had a target STI opportunity of 125% of annual base salary.<br>Their 2025 STI framework was based on a scorecard of financial and non-financial objectives. Achievements against the 2025 targets<br>are set out in the table below. The outcomes for all metrics were calculated based on formulaic approach. For the health & safety<br>metric, lost time injury frequency rate achieved an outcome of 225% of target. However, as a result of five subcontractor fatalities<br>within Nokia’s control during the year, the Board exercised downward discretion to reduce the payout under this element by 10%,<br>which resulted in the final outcome of 203% for this metric.<br>Metric Weight Target<br>2025 performance<br>outcome<br>2025 STI<br>outcome (% of<br>target)<br>Comparable operating profit<br>in constant currency(1) 60 % EUR 2 093 m EUR 2 168 m 115 %<br>Cash release(1) 20 % EUR – 1 238 m EUR – 338 m 198 %<br>Gender diversity – women in<br>leadership 5 % Female percentage of global leadership of 18.2% 17.2 % 0 %<br>Gender diversity – women in<br>workforce 5 % Female percentage of global workforce 23.9% 22.9 % 0 %<br>Health & safety 10 %<br> • Employee lost time injury frequency rate (LTIFR) of 0.085<br> • Fatality modifier (downward discretion in the event of fatalities,<br>including all subcontractors)<br>LTIFR of 0.055<br>with 5 fatalities 203 %<br>Total STI outcome 100 % 129 %<br>(1) Comparable operating profit in constant currency and cash flow less comparable operating profit (i.e. cash release) are financial measures used only in calculation of short-term<br>incentives for the President and CEO and the members of the Global Leadership Team. These measures are not used to communicate the management’s view of Nokia’s financial<br>performance, and hence they are not considered as alternative performance measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS<br>measure, refer to the ”Alternative performance measures” section.<br>Accordingly, the total 2025 STI payout for Pekka Lundmark and Justin Hotard for their respective periods of service as the President<br>and CEO during 2025 was EUR 567 947 and EUR 1 703 840, respectively. Pekka Lundmark’s total STI for 2025, reflecting continued<br>service until year-end, amounted to EUR 2 271 787.<br>9 |
| --- |
| Long-term Incentive awards granted to the President and CEO during 2025<br>In 2025, Justin Hotard was granted the following LTI (performance share) awards.<br>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<br>the performance period reflecting the business strategy and priorities over the three-year performance period. The performance<br>conditions for the 2025 performance shares are based on 50% relative TSR against our global peer group(1), 40% cumulative earnings<br>per share (EPS) and 10% GHG emission reduction targets over the three-year performance period from 2025 to 2028. During 2025,<br>Justin Hotard was invited to participate in the co-investment eLTI, under which he invested EUR 2.8 million in Nokia shares and<br>received two-for-one matching performance shares in return. The matching performance shares were subject to the same<br>performance conditions as set out above. Both the LTI performance shares and eLTI matching performance shares have a three-year<br>performance and vesting period. The targets for all metrics as well as the performance and vesting outcomes will be disclosed in the<br>2028 Remuneration Report.<br>Performance share awards(1) (2) Units awarded<br>Grant date face value(3)<br> (EUR) Grant date Vesting<br>2025 LTI performance shares 608 000 2 681 280 7 July 2025 Q3 2028<br>2025 eLTI matching performance shares 1 218 548 5 666 248 3 June 2025 Q2 2028<br>(1) Global peer group consisted of 24 companies (see details under the “Global peer group” section).<br>(2) The maximum vesting is 200% of target if stretch performance targets are met.<br>(3) Grant date face value was calculated using the closing price of EUR 4.41 and EUR 4.65 on the date of grant for the 2025 performance shares and 2025 eLTI matching shares,<br>respectively.<br>As part of Justin Hotard’s joining arrangements as new President and CEO, he received a one-off buyout award of EUR 6.0 million in<br>restricted shares vesting in three tranches over a period of three years, in lieu of his forfeited unvested equity from the previous<br>employer. The value of this buyout award was determined taking account of the structure, time horizon, value and performance<br>conditions (where applicable) of his forfeited awards from the previous employer.<br>Restricted share awards Units awarded<br>Grant date face value<br>(EUR)(1) Grant date Vesting<br>2025 LTI restricted shares (buyout) 1 287 600 6 438 000 1 April 2025<br>Q2 2026, Q2<br>2027, Q2 2028<br>(1) Grant date face value was calculated using the closing share price at the date of grant of EUR 5.00. The difference in the grant date face value and the originally agreed amount of<br>EUR 6.0 million is due to the different share price used to calculate the number of shares to be granted using Nokia’s averaging method.<br>Long-term Incentive awards and other equity awards vested for the President and CEO during 2025<br>Pekka Lundmark was granted LTI performance share award in March 2022. The award had a three-year performance period and was<br>subject to dividend adjusted share price targets over the performance period. However, as the threshold share price was not achieved, the<br>award lapsed in full on 6 July 2025.<br>Share awards vesting during the year Units awarded<br>Target share<br>price (EUR)<br>Share price<br>achievement<br>(EUR)<br>Vesting outcome<br>(% of target) Units vested<br>Value of vested<br>award (EUR)<br>2022 LTI performance shares 543 900 6.50 4.88 0% — —<br>10 |
| --- |
| The President and CEO’s share ownership and unvested share awards<br>Our share ownership policy requires that the President and CEO holds a minimum of three times his or her annual base salary in Nokia<br>shares in order to ensure alignment with shareholder interests over the long term. Justin Hotard significantly exceeds this requirement<br>with a holding of 597%(1) well within the five-year allotted period.<br>Justin Hotard Units Value(2) (EUR)<br>Beneficially owned shares at 31 December 2025 609 274 3 393 656<br>Unvested shares under outstanding Nokia equity plans(3) 3 114 148 17 345 804<br>Total 3 723 422 20 739 460<br>(1) Shareholding of 597% of annual base salary as of 14 November 2025, using 12-month average share price. This includes all beneficially owned Nokia shares and unvested<br>restricted shares with no performance conditions.<br>(2) The values are based on the closing price of a Nokia share of EUR 5.57 on Nasdaq Helsinki on 30 December 2025.<br>(3) The number of units represents the number of unvested awards as of 31 December 2025.<br>The President and CEO’s termination provisions 2025<br>Termination by Reason Notice Compensation<br>Nokia Cause None The President and CEO is entitled to no additional remuneration and all unvested<br>equity awards would be forfeited after termination.<br>Nokia Reasons other<br>than cause<br>Up to 12 months The President and CEO is entitled to a severance payment equaling to<br>12 months’ remuneration (including annual base salary, benefits, and target short-term incentive). Unvested equity awards would be forfeited after termination,<br>unless the Board determines otherwise.<br>If termination occurs within three months before, or six months after a change of<br>control event (double trigger), the CEO is entitled to shorten his notice period to<br>three months, he receives 12 months’ remuneration and all his equity awards vest<br>subject to performance and time proration until the expiry of the agreement.<br>President and CEO Any reason 12 months The President and CEO may terminate his service agreement at any time with<br>12 months’ notice. The President and CEO would either continue to receive salary<br>and benefits during the notice period or, at Nokia’s discretion, a lump sum of<br>equivalent value. Additionally, the President and CEO would be entitled to any short-or long-term incentives that would normally vest during the notice period. Any<br>unvested equity awards would be forfeited after termination, except in the event of<br>death, permanent disability and retirement, and unless the Board determines<br>otherwise.<br>President and CEO Nokia’s material<br>breach of the<br>service agreement<br>Up to 12 months In the event that the President and CEO terminates his service agreement based on<br>Nokia’s material breach of the service agreement, he is entitled to reduce the notice<br>period to two months, and to receive a severance payment equaling to 12 months’<br>remuneration including the notice period. All equity awards vest, subject to any<br>applicable performance criteria and prorated until the expiry of the agreement.<br>The President and CEO is subject to a 12-month non-competition and non-solicit obligation that applies after the termination of the<br>service agreement or the date when he is released from his obligations and responsibilities, whichever occurs earlier.<br>11 |
| --- |