6-K
NOKIA CORP (NOK)
6-K
2025-03-14
For: 2025-03-13
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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 13, 2025
(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: | |
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| Form 20-F: x | Form 40-F: ¨ |
Enclosures:
| · | Stock exchange release: Nokia has published its Nokia in 2024 Annual Report<br>and filed its Annual Report on Form 20-F for 2024 |
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| · | Nokia in 2024 Annual Report – Filed as Exhibit 99.1 |
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| · | Nokia Corporate Governance Statement 2024 – Filed as Exhibit 99.2 |
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| · | Nokia Remuneration Report 2024 – Filed as Exhibit 99.3 |
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| Stock exchange release | 1 (2) |
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| 13 March 2025 |
Nokia Corporation
Stock Exchange Release
13 March 2025 at 23:30 EET
Nokia has publishedits Nokia in 2024 Annual Report and filed its Annual Report on Form 20-F for 2024
Espoo, Finland – Nokia has today published its Nokia in 2024 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 2024. Additionally, Nokia has filed its Annual Report on Form 20-F for 2024 with the U.S. Securities and Exchange Commission.
The Nokia in 2024 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 www.nokia.com/about-us/company/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, published as part of the annual review by the Board of Directors, is prepared in accordance with the European Sustainability Reporting Standards (ESRS), the reporting standards referred to in Chapter 7 of the Finnish Accounting Act and Article 8 of the EU Taxonomy Regulation and it has been assured by Deloitte Oy which has provided a limited assurance report in accordance with International Standard on Assurance Engagements ISAE 3000 (revised).
About Nokia
At Nokia, we create technology that helps the world act together.
As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs, which is celebrating 100 years of innovation.
With truly open architectures that seamlessly integrate into any ecosystem, our high-performance networks create new opportunities for monetization and scale. Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.
www.nokia.com
| Stock exchange release | 2 (2) |
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| 13 March 2025 |
Inquiries:
Nokia Communications
Phone: +358 10 448 4900
Email: press.services@nokia.com
Maria Vaismaa, Global Head of External 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 13, 2025 | Nokia Corporation |
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| By: | /s/ Johanna Mandelin |
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| Name: | Johanna Mandelin |
| Title: | Vice President, Corporate Legal |
Exhibit 99.2
| Nokia Corporation<br>Corporate Governance Statement 2024 |
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| 2<br>Select highlights in our corporate<br>governance during 2024<br> ■ At the 2024 Annual General Meeting our<br>shareholders continued to show remarkably strong<br>support for the Board’s proposals. We continued<br>applying the individual director election method,<br>and for the first time, our shareholders elected a<br>sustainability reporting assurer, in line with the<br>regulation implementing the EU Corporate<br>Sustainability Reporting Directive.<br> ■ The Board established a new Strategy Committee for<br>the purpose of assisting the Board with respect to<br>various strategic initiatives related to developing our<br>corporate and business strategies and capturing the<br>strategic opportunities identified under them.<br> ■ To ensure the innovative and responsible use of AI,<br>we established a comprehensive AI governance<br>framework at Nokia in 2024, including a central<br>steering committee and a separate AI governance<br>board for the group-level policies and procedures,<br>incident reporting, coordination and for related<br>communications.<br> ■ During the year, we had the pleasure to host several<br>meetings with our largest shareholders to discuss<br>Nokia’s approach to sustainability, remuneration and<br>governance, and their expectations in these areas.<br>This corporate governance statement is prepared in<br>accordance with Chapter 7, Section 7 of the Finnish Securities<br>Markets Act (2012/746, as amended) and the Finnish<br>Corporate Governance Code 2025 (the “Finnish Corporate<br>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 corporate governance guidelines (“Corporate<br>Governance Guidelines”) adopted by the Board of Directors.<br>The Corporate Governance Guidelines reflect our commitment<br>to strong corporate governance. They include the directors’<br>responsibilities, the composition and election of the members<br>of the Board and its Committees, and certain other matters<br>relating to corporate governance. We also comply with the<br>Finnish Corporate Governance Code adopted by the Securities<br>Market Association.<br>We follow the rules and recommendations of Nasdaq Helsinki<br>and Euronext Paris as applicable to us due to the listing of our<br>shares on these exchanges. Furthermore, as a result of the<br>listing of our American Depositary Shares on the New York<br>Stock Exchange (NYSE) 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<br>the NYSE corporate governance standards with the exception<br>that Nokia complies with Finnish law with respect to the<br>approval of equity compensation plans. Under Finnish law,<br>stock option plans require shareholder approval at the time of<br>their launch. All other plans that include the delivery of<br>company stock in<br>the 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.<br>The NYSE corporate governance standards require that<br>equity 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<br>to 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>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 32<br>Corporate governance statement<br>Nokia in 2024<br>Corporate governance<br>statement<br> “In 2024, we continued delivering on Nokia’s commitment to strong corporate<br>governance and related practices. To do that, the activities of the Board of Directors are<br>structured to develop the Company’s strategy and to enable the Board to support and<br>oversee management on its delivery within a transparent governance framework.” |
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| 3<br>Main corporate governance bodies of Nokia<br>Pursuant to the provisions of the Finnish Limited Liability<br>Companies Act (2006/624, as amended) (the “Finnish Companies<br>Act”), the legislation under which Nokia operates, and Nokia’s<br>Articles of Association, the control and management of Nokia<br>are divided among shareholders at a general meeting, the<br>Board, the President and CEO and the Group Leadership Team,<br>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 opportunity<br>to exercise their decision-making power in Nokia. In addition,<br>at the meeting the shareholders may exercise their right to<br>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, among<br>other things, on the election and remuneration of the Board,<br>the adoption of annual accounts, the authorization for the<br>Board to distribute dividend or other assets, discharging the<br>members of the Board and the President and CEO from liability,<br>as well as on the election and fees of the external auditor and<br>the sustainability reporting assurer. The Remuneration Policy is<br>presented to the general meeting at least every four years and<br>the Remuneration Report annually. Resolutions of the general<br>meeting regarding the policy and the report are advisory<br>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<br>the Finnish Companies Act mandate that such a meeting<br>must be held.<br>The Finnish Companies Act was amended in 2022 to enable and<br>promote limited liability companies to hold hybrid and virtual-only general meetings. A virtual general meeting, as defined by<br>the 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 voting<br>in real time and asking questions orally during the meeting.<br>The Finnish legislation can be considered a leading example of<br>protecting shareholders’ rights in virtual general meetings.<br>Once reliable technical methods for the virtual meeting and<br>automated foreign shareholder identification become available<br>in Finland, virtual general meetings are expected to improve<br>the position of nominee-registered private shareholders<br>residing outside of Finland, who may have been unable to<br>attend the general meeting in person or be represented by<br>proxy. The reduced carbon footprint is also one of the benefits<br>of virtual general meetings.<br>Annual General Meeting 2024 and 2025<br>The Annual General Meeting 2024 took place at the Helsinki<br>Expo and Convention Centre, on 3 April 2024. We were pleased<br>to see the high number of votes cast as well as the strong<br>shareholder support received for the Board’s proposals. For<br>the third consecutive year, the turnout for the vote stood at<br>a record-high level.<br>A total of 77 606 shareholders representing approximately<br>3 305 million shares and 58.88% of all the shares and votes in<br>the Company participated the Annual General Meeting. On the<br>other hand, after the COVID-pandemic, we once again saw a<br>lower number of shareholders attending in person than in<br>previous years. To facilitate shareholder participation and<br>options to follow the meeting in alternative ways, the Company<br>offered the opportunity to cast votes in advance and to follow<br>the meeting and ask questions through a live webcast.<br>Nokia Corporation’s Annual General Meeting 2025 is planned to<br>be held on 29 April 2025. The Board’s proposals to the Annual<br>General Meeting 2025 were published on 30 January 2025.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 33<br>Corporate governance statement continued<br>Nokia in 2024<br>Corporate governance framework |
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| 4<br>Board of Directors<br>The operations of Nokia are managed under the direction of<br>the Board, within the framework set by the Finnish Companies<br>Act, Nokia’s Articles of Association and any complementary<br>rules of procedure as defined by the Board, such as the<br>Corporate Governance Guidelines and the charters of the<br>Board’s Committees.<br>Election and composition of the Board of Directors<br>Pursuant to our Articles of Association, we have a Board<br>that is composed of a minimum of seven and a maximum of<br>12 members. The members of the Board are elected at least<br>annually at each Annual General Meeting. The candidates are<br>considered individually and those receiving the most votes shall<br>be elected pursuant to the Finnish Companies Act. The term of<br>the Board members begins at the close of the general meeting<br>at which they were elected and expires at the close<br>of the following Annual General Meeting. The Annual General<br>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.<br>The Chair of the Board has certain specific duties as stipulated<br>by Finnish law and our Corporate Governance Guidelines. The<br>Vice Chair assumes the duties of the Chair of the Board in the<br>event 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<br>Committees from among the Board’s independent directors<br>upon the recommendation of the Corporate Governance and<br>Nomination Committee and based on each Committee’s<br>qualification standards. These elections take place at the<br>Board’s assembly meeting following the general meeting.<br>The Corporate Governance and Nomination Committee aims<br>to continually renew the Board to have an efficient Board<br>of international professionals with a diverse mix of skills,<br>experience and other personal qualities in line with the<br>diversity principles established by the Board. The Committee<br>considers potential director candidates based on the short-and long-term needs of the Company. In the process of<br>identifying and selecting the candidates matching these<br>needs and desired profiles, the Committee engages<br>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<br>a majority of directors who meet the criteria for independence<br>as defined by the Finnish Corporate Governance Code<br>(independent of both the Company and any significant<br>shareholders who hold at least 10% or more of the total shares<br>or voting rights of the Company) and the rules of the NYSE.<br>Furthermore, all of the members of the Board Committees<br>shall be independent Directors under the relevant criteria for<br>independence required by the Finnish Corporate Governance<br>Code and the applicable rules of the NYSE.<br>The Board will monitor its compliance with these requirements<br>for director independence on an ongoing basis. Each independent<br>director is expected to notify the Chair of the Corporate<br>Governance and Nomination Committee, as soon as reasonably<br>practicable, in the event that his or her personal circumstances<br>change in a manner that may affect the Board’s evaluation of<br>such director’s independence. The Board of Directors evaluates<br>the independence of its members annually and, in addition<br>to this, on a continuous basis with the assistance of the<br>Corporate Governance and Nomination Committee.<br>Board diversity<br>The Board has adopted principles concerning Board diversity<br>describing our commitment to promoting a diverse Board<br>composition and how diversity is embedded into our processes<br>and practices when identifying and proposing new Board<br>candidates, as well as when proposing re-election of current<br>Board members.<br>At Nokia, diversity is not a static concept but rather a relevant<br>mix of required elements for the Board as a whole that evolves<br>with time based on, among other things, the relevant business<br>objectives and future needs of Nokia. Board diversity is treated as<br>a means of improvement and development 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, ethnicity, cultural and educational backgrounds,<br>gender, as well as other individual qualities.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 34<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 5<br>We report annually on our objectives relating to equal<br>representation of genders and the progress we make. For many<br>years, we have met our target of having at least 40% of the<br>Director positions held by members of underrepresented<br>gender in the Board composition. In the current Board<br>composition, 40% of the Board members are female and also<br>in the Board composition proposed to the Annual General<br>Meeting 2025, 40% of the Board members are female.<br>We currently have a diverse Board composition in line with the<br>Board’s diversity principles. There are six different nationalities<br>and a rather wide age and tenure range represented on the<br>Board. Each Board member has a unique skill set that supports<br>Nokia's business and relevant areas of expertise close to the<br>business. These primary areas of expertise of the current<br>and proposed new Board members that are relevant to our<br>business have been highlighted in the skills matrix.<br>Current members of the Board of Directors<br>The Annual General Meeting held on 3 April 2024 elected<br>ten members to the Board for a term ending at the close<br>of the next Annual General Meeting. Timo Ahopelto, Sari<br>Baldauf, Elizabeth Crain, Thomas Dannenfeldt, Lisa Hook,<br>Thomas Saueressig, Søren Skou, Carla Smits-Nusteling and Kai<br> Öistämö were re-elected as Board members. Mike McNamara<br>was elected as a new Board member. Following the meeting,<br>the Board re-elected Sari Baldauf to serve as Chair and<br>re-elected Søren Skou as Vice Chair of the Board for the<br>same term.<br>The current members of the Board are all non-executive and<br>for the term that began at the Annual General Meeting 2024,<br>all Board members were determined to be independent of<br>Nokia and its significant shareholders under the Finnish<br>Corporate 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. As at 31 December 2024, they held a total<br>of 1 056 085 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>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 6 Independent 343 568<br>Søren Skou (Vice Chair) Male 1964 Danish 5 Independent 114 397<br>Timo Ahopelto Male 1975 Finnish 1 Independent 45 350<br>Elizabeth Crain Female 1964 American 1 Independent 47 843<br>Thomas Dannenfeldt Male 1966 German 4 Independent 144 948<br>Lisa Hook Female 1958 American 2 Independent 59 558<br>Mike McNamara Male 1964 Irish 0 Independent 23 932<br>Thomas Saueressig Male 1985 German 2 Independent 56 928<br>Carla Smits-Nusteling Female 1966 Dutch 8 Independent 160 475<br>Kai Öistämö Male 1964 Finnish 2 Independent 59 086<br>(1) Terms as Nokia Board member before the Annual General Meeting on 3 April 2024.<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>Communications<br>service provider<br>market segment<br>Enterprise<br>market<br>segment Technology Cybersecurity<br>Environmental/<br>Social issues<br>Current Board<br>members<br>Sari Baldauf ✔ ✔ ✔ ✔ ✔ ✔<br>Søren Skou ✔ ✔ ✔ ✔ ✔<br>Timo Ahopelto ✔ ✔ ✔ ✔ ✔<br>Elizabeth Crain ✔ ✔ ✔ ✔<br>Thomas Dannenfeldt ✔ ✔ ✔ ✔ ✔<br>Lisa Hook ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Mike McNamara ✔ ✔ ✔ ✔ ✔<br>Thomas Saueressig ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Carla Smits-Nusteling ✔ ✔ ✔ ✔<br>Kai Öistämö ✔ ✔ ✔ ✔ ✔ ✔<br>Proposed new Board<br>members<br>Pernille Erenbjerg ✔ ✔ ✔ ✔ ✔ ✔ ✔<br>Timo Ihamuotila ✔ ✔ ✔ ✔<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 35<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 6<br>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<br>their duties and responsibilities.<br>The Corporate Governance Guidelines of the Board include<br>numerical limits and a process for pre-clearance of new roles<br>in public companies. Directors should not serve on more than<br>four 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<br>prior consent by the Chair of the Board and the Chair of<br>the Corporate Governance and Nomination Committee<br>determining that such positions would not impair the<br>Director’s service on the Nokia Board or Audit Committee.<br>The Corporate Governance and Nomination Committee<br>will 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<br>Governance Guidelines of the Board.<br>The Committee also reviews under its related guidelines<br>and procedure the proposed new Director candidates’ time<br>commitments during the proposed term to ensure that they<br>are able to dedicate sufficient time to their responsibilities on<br>the Nokia Board.<br>As part of the assessment, the proposed new Directors may<br>have been required to reduce their current commitments<br>during a short transition period before the next Annual General<br>Meeting following their appointment.<br>Proposed members of the Board of Directors<br>Proposals of the Board of Directors to the Annual General<br>Meeting 2025 were published on 30 January 2025. 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. Søren Skou and<br>Carla Smits-Nusteling have informed the Committee that they<br>will no longer be available to serve on the Nokia Board of<br>Directors after the Annual General Meeting.<br>Consequently, on the recommendation of the Corporate<br>Governance and Nomination Committee, the Board proposes<br>that the following eight current Board members be re-elected<br>as members of the Nokia Board of Directors for a term ending<br>at the close of the next Annual General Meeting: Timo<br>Ahopelto, Sari Baldauf, Elizabeth Crain, Thomas Dannenfeldt,<br>Lisa Hook, Mike McNamara, Thomas Saueressig and Kai Öistämö.<br>Furthermore, the Board proposes, on the recommendation of<br>the Corporate Governance and Nomination Committee, that<br>Pernille Erenbjerg, Danish citizen, former CEO and President of<br>TDC Group; and Timo Ihamuotila, Finnish citizen, Chief Financial<br>Officer of ABB Ltd, be elected to the Board for a term ending<br>at the close of the next Annual General Meeting. Pernille<br>Erenbjerg has a strong background in financial management,<br>corporate leadership, and board governance as well as broad<br>experience from the telecoms, media and tech industries. Timo<br>Ihamuotila is a former Chief Financial Officer of Nokia 2009–<br>2016 and a member of the Nokia Group Leadership Team<br>2007–2016, with a total of more than 20 years of work<br>experience at Nokia. Timo Ihamuotila will bring extensive<br>financial expertise, strategic leadership, and a deep<br>understanding of global markets to the Board, along with<br>experience in the communications, software and services<br>industries. The candidates’ complementary skills will enhance<br>the Board's ability to navigate complex financial landscapes,<br>drive strategic initiatives, and ensure robust corporate<br>governance.<br>The Corporate Governance and Nomination Committee will<br>propose in the assembly meeting of the new Board of Directors<br>that Sari Baldauf be re-elected to serve as Chair of the Board<br>and Timo Ihamuotila 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<br>Meeting 2025 has representation of five nationalities and 40%<br>of the proposed members are female.<br>The proposed members of the Board are non-executive and<br>for the term beginning at the Annual General Meeting 2025<br>they have been determined to be independent of Nokia<br>and its significant shareholders under the Finnish Corporate<br>Governance Code and the rules of the NYSE. Any possible<br>changes impacting the independence assessment would<br>be assessed as of the date of the Annual General Meeting.<br>The Corporate Governance and Nomination Committee has<br>prepared the composition of the Board of Directors to the<br>Annual General Meeting 2025 after assessing proposed<br>Directors’ external time commitments, and taken into account<br>shareholders’ expectations in this regard. Timo Ihamuotila<br>has confirmed to the Corporate Governance and Nomination<br>Committee that he will be reducing his mandates in public<br>companies by one position before the next Annual General<br>Meeting following his appointment to the Nokia Board.<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, in line with the<br>global market practice.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 36<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 7<br>Biographical details of our current Board members<br>Chair Sari Baldauf Vice Chair Søren Skou Timo Ahopelto Elizabeth Crain<br>b. 1955 b. 1964 b. 1975 b. 1964<br>Chair of the Nokia Board since 2020. Nokia<br>Board member since 2018. Member of the<br>Corporate Governance and Nomination<br>Committee, the Personnel Committee<br>and the Strategy Committee.<br>Master of Business Administration, Helsinki<br>School of Economics and Business<br>Administration, Finland. Bachelor of Science,<br>Helsinki School of Economics and Business<br>Administration, Finland. Honorary<br>doctorates in Technology (Helsinki<br>University of Technology, Finland) and<br>Business Administration (Turku School of<br>Economics and Business Administration and<br>Aalto University School of Business, Finland).<br>Executive Vice President and General<br>Manager, Networks Business Group, Nokia<br>1998–2005. Various executive positions<br>at Nokia in Finland and in the United<br>States 1983–1998.<br>Chair of the Board of the Finnish Climate<br>Leadership Coalition (CLC). Senior Advisor<br>of DevCo 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 2022.<br>Nokia Board member since 2019.<br>Chair of the Corporate Governance and<br>Nomination Committee and member<br>of the Strategy Committee.<br>MBA (honours), IMD, Switzerland.<br>Bachelor of Business Administration,<br>Copenhagen Business School, Denmark.<br>Maersk International Shipping Education<br>(M.I.S.E.).<br>Chief Executive Officer of A.P. Møller –<br>Mærsk A/S 2016–2022. Chief Executive<br>Officer of Maersk Line 2012–2016.<br>Chief Executive Officer of Maersk Tankers<br>2001–2011. Variety of executive roles,<br>senior positions and other roles at A.P.<br>Møller – Mærsk since 1983.<br>Chair of the Board of the Mærsk<br>Mc-Kinney Møller Center for Zero Carbon<br>Shipping (a not-for-profit foundation).<br>Chair of the Board of HES International.<br>Chair of of the Board of Controlant hf.<br>Chair of the Board of Bygma A/S. Member<br>of the Board of CV Obel A/S. Senior<br>Advisor to Global Infrastructure Partners<br>(GIP), Chair of GIP portfolio Companies<br>VTG GmbH and Skyborn Renewables<br>GmbH.<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. Founding<br>CEO, Vice President of Worldwide<br>Commercial Operations, CRF Health<br>2000–2006. Consultant, McKinsey &<br>Company 1999–2000.<br>Chair of the Board of Directors of Canatu<br>Plc (former Lifeline SPAC I Plc). Chair of<br>the Board of Finnish Startup Community.<br>Member of the Board of Directors of<br>Solidium Oy and various other board<br>positions in private companies.<br>Member of the Board of Directors of<br>Digital Workforce Services Plc 2016–2025.<br>Member of the Board of Finnish Business<br>and Policy Forum EVA and Research<br>Institute for Finnish Economy (ETLA)<br>2015–2024. Member of the Board of<br>Directors of Tietoevry Corporation 2017–<br>2023. Chair of the Board of Slush<br>Conference 2018–2023 and member of<br>the Board 2013–2018. Member of the<br>Board of Business Finland 2014–2020.<br>Member of the Board, Startup<br>Foundation 2015–2018.<br>Nokia Board member since 2023. Chair of<br>the Strategy Committee and member of<br>the Personnel Committee.<br>MBA, the Wharton School at the<br>University of Pennsylvania, United States.<br>Bachelor of Science in Economics, Arizona<br>State University, United States.<br>Advisory Partner, the Consello Group. Co-Founder of Moelis & Company; served as<br>the Chief Operating Officer 2007–2023.<br>Managing Director, Office of the CEO at<br>UBS Investment Bank 2005–2007.<br>Chief Operating Officer and Chief<br>Administrative Officer of the UBS<br>Investment Banking Department<br>Americas franchise 2001–2005.<br>Investment Principal, McCown De Leeuw<br> & Company 2000–2001. Investment<br>Principal, Morgan Stanley Capital Partners<br>1997–2000. Vice President, Investment<br>Banking, Merrill Lynch & Co. 1994–1997.<br>Associate, Investment Banking, J.P.<br>Morgan Securities 1992–1994. Analyst,<br>Merrill Lynch & Co. 1988–1990.<br>Trustee Emeritus, The Royal Academy<br>Trust, London.<br>Member of the Board of Directors<br>of Exscientia Plc 2021–2024. Member<br>of the Board of Directors of Moelis &<br>Company 2017–2021.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 37<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 8<br>Biographical details of our current Board members continued<br>Thomas Dannenfeldt Lisa Hook Mike McNamara<br>b. 1966 b. 1958 b. 1964<br>Nokia Board member since 2020. Chair of<br>the Personnel Committee and member of<br>the Audit Committee and the Strategy<br>Committee.<br>Degree in Mathematics, University of<br>Trier, Germany.<br>Chief Financial Officer of Deutsche<br>Telekom AG 2014–2018. Chief Financial<br>Officer of Deutsche Telekom’s German<br>operations 2010–2014. Various<br>operational positions (sales, marketing,<br>customer care, finance and procurement<br>in fixed and mobile business, national<br>and international positions) at Deutsche<br>Telekom 1992–2010.<br>Chair of the Supervisory Board of<br>Ceconomy AG and Chair of the<br>Presidential Committee and Strategy<br>Committee. Member of the Board of<br>Advisors at axxessio GmbH.<br>Member of the Board of Directors of<br>T-Mobile US Inc. 2013–2018. Member of<br>the Board of Directors of Buy-In 2013–<br>2018. Chair of the Board of Directors of<br>T-Systems International 2013–2018.<br>Chair of the Board of Directors of EE Ltd.<br>2014–2016.<br>Nokia Board member since 2022.<br>Member of the Audit Committee,<br>the Corporate Governance and<br>Nomination Committee and the Strategy<br>Committee.<br>Juris Doctorate, Dickinson School of Law<br>at Pennsylvania State University, United<br>States. Bachelor’s degree in Public Policy,<br>Duke University, United States.<br>President and CEO of Neustar, Inc. 2010–<br>2018 and COO 2008–2010. President<br>and CEO of Sunrocket, Inc. 2006–2007.<br>Executive positions at America Online,<br>Inc. 2000–2004. Previous positions as<br>Partner at Brera Capital Partners,<br>managing director of Alpine Capital<br>Group, LLC., various executive positions<br>at Time Warner, Inc., legal adviser to the<br>Chairman of the Federal Communications<br>Commission, and General Counsel of the<br>Cable Group at Viacom International, Inc.<br>Member of the Board of Directors of FIS<br>Global Inc. Lead Independent Director of<br>the Board of Directors of Philip Morris<br>International. Member of the Board of<br>Zayo Group. Chair of Advisory Board of<br>Trilantic Capital Partners. Member of the<br>US National Security Telecommunications<br>Advisory Committee.<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>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 and<br>IT, Tesco 2006–2011. Chief Technology<br>Officer Tesco.com, Tesco 1999–2006.<br>Senior Manager, Accenture 1991–1998.<br>Computer Programmer, British Telecom<br>1989–1991.<br>Member of the Board of Directors of<br>Hawaiian Holdings, Inc. 2020–2024.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 38<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 9<br>Biographical details of our current Board members continued<br>Thomas Saueressig Carla Smits-Nusteling Kai Öistämö<br>b. 1985 b. 1966 b. 1964<br>Member of the Executive Board of SAP SE<br>and Global Head of SAP Product<br>Engineering. Nokia Board member since<br>2022. Member of 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>Chief Information Officer of SAP SE<br>2016–2019, Vice President, Global Head<br>of IT Services of SAP SE 2014–2016. Held<br>various positions at SAP in Germany since<br>2007, including assignment in the SAP<br>Labs Silicon Valley in Palo Alto, California,<br>the 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>Nokia Board member since 2016. Chair of<br>the Audit Committee and member of the<br>Corporate Governance and Nomination<br>Committee.<br>Master’s Degree in Business Economics,<br>Erasmus University Rotterdam, the<br>Netherlands. Executive Master of Finance<br>and Control, Vrije University Amsterdam,<br>the Netherlands.<br>Member of the Board of Directors and<br>Chief Financial Officer of KPN 2009–2012.<br>Various financial positions at KPN 2000–<br>2009. Various financial and operational<br>positions at TNT/PTT Post 1990–2000.<br>Member of the Board and Chair of the<br>Audit Committee of CVC Capital Partners<br>plc. Member of the Board of Directors of<br>the Stichting Continuïteit Ahold Delhaize<br>(SCAD) foundation.<br>Member of the Board of Directors of<br>Allegro.eu SA 2020–2024. Chair of the<br>Board of Directors of TELE2 AB 2013–<br>2023. Lay Judge in the Enterprise Court<br>of the Amsterdam Court of Appeal 2015–<br>2022. Member of the Supervisory Board<br>and Chair of the Audit Committee of<br>ASML 2013–2021. Member of the<br>Management Board of the Unilever Trust<br>Office 2015–2019.<br>President and CEO of Vaisala Corporation.<br>Nokia Board member since 2022. Chair of<br>the Technology Committee and member<br>of the Corporate Governance and<br>Nomination 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 Siris<br>Capital Group 2016–2018. EVP, Chief<br>Development Officer at Nokia 2010–<br>2014. EVP, Devices at Nokia 2008–2010.<br>EVP, Mobile Phones Business Group at<br>Nokia 2006–2008. Several previous<br>positions at Nokia 1991–2006.<br>Venture Partner of Kvanted Oy.<br>Chairman of the Board of Fastems Group<br>2014–2022. Member of the Board of<br>Directors of Sanoma Group 2010–2021.<br>Chairman of the Board of Helvar Oy Ab<br>2014–2020. Member of the Board of<br>Directors of Mavenir Plc 2017–2018.<br>Member of the Board of Directors of<br>Digia / Qt Group Oyj 2015–2018. Member<br>of the Board of Directors of InterDigital,<br>Inc. 2015–2018. Member of the Board of<br>Directors of oikian solutions Oy 2014–<br>2018. Chairman of the Board, Tampere<br>University 2013–2017. Chairman of the<br>Board of Directors, Tekes 2012–2014.<br>Member of the Board of Directors of<br>Nokian Renkaat Plc 2008–2010.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 39<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 10<br>Operations of the Board of Directors<br>The Board represents and is accountable to the shareholders<br>of Nokia. While its ultimate statutory accountability is to the<br>shareholders, the Board also takes into account the interests<br>of Nokia’s other stakeholders. The Board’s responsibilities are<br>active, not passive, and include the responsibility to evaluate<br>the strategic direction of Nokia, its management policies and<br>the effectiveness of the implementation of such by the<br>management on a regular basis. It is the responsibility of the<br>members of the Board to act in good faith and with due care,<br>so as to exercise their business judgment on an informed basis,<br>in a manner that they reasonably and honestly believe to be in<br>the best interests of Nokia and its shareholders. In discharging<br>this obligation, the members of the Board must inform<br>themselves of all relevant information reasonably available to<br>them. The Board and each Board Committee also have the<br>power to appoint independent legal, financial or other advisers<br>as they deem necessary. The Company will provide sufficient<br>funding to the Board and to each Committee to exercise<br>their functions and provide compensation for the services<br>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<br>reviewing Nokia’s financial reporting process, the effectiveness<br>of related control and audit functions and the independence of<br>Nokia’s external auditor, as well as monitoring the Company’s<br>statutory audit. The Board’s responsibilities also include<br>overseeing the structure and composition of our top<br>management and monitoring legal compliance and the<br>management of risks related to our operations. In doing so,<br>the Board may set annual ranges and/or individual limits for<br>capital expenditures, investments and divestitures and other<br>financial and non-financial commitments that may not be<br>exceeded without a separate Board approval.<br>In risk management, the Board’s role includes risk analysis<br>and assessment in connection with financial, strategy and<br>business reviews, updates and decision-making proposals.<br>Risk management policies and processes are an integral part<br>of 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<br>Board confirm the compensation and terms of employment of<br>the President and CEO, subject to the requirements of Finnish<br>law, upon the recommendation of the Personnel Committee<br>of the Board. The compensation and terms of employment of<br>the other Group Leadership Team members are approved by<br>the 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 our Corporate Governance Guidelines, the Board<br>evaluates Nokia’s environmental and social activities and<br>governance practices (ESG), related risks and target setting as<br>well as their implementation and effectiveness across the<br>Company. In 2024, the Board reviewed our sustainability<br>strategy and targets, approved the targets on climate change<br>in the long-term incentive plan, approved the targets on health<br>and safety and diversity included in the short-term incentive<br>plan and monitored them and other ESG targets, as well as the<br>evolving ESG requirements and expectations, investor<br>feedback, our disclosure approach, and Nokia’s net-zero<br>commitment and roadmap.<br>In addition, the Board Committees monitor environmental<br>and social developments and activities in the Company in<br>their respective areas of responsibilities. The Audit Committee<br>reviews sustainability disclosures annually, as well as the<br>information on the use of conflict minerals in Nokia’s products<br>presented in the annual reports and the related regulatory<br>filings. During 2024, the Audit Committee’s responsibilities<br>included the continued implementation planning of new<br>climate- and other sustainability reporting requirements,<br>including the double materiality assessment, preparing the<br>proposal for election of the auditor carrying out the assurance<br>of the sustainability reporting, and oversight of the ethics and<br>compliance program.<br>The Personnel Committee oversees human capital<br>management, including personnel policies and practices<br>related to Nokia’s culture, physical safety, employee well-being,<br>diversity, recruiting, development and retention. In 2024,<br>the Personnel Committee focused, among other things, on a<br>people risk review, including physical safety and succession<br>planning.The Committee has also recommended to the Board<br>to include carbon emission reduction in the metrics of the<br>long-term incentive plan as well as diversity and health<br>and safety as metrics in the short-term incentive plan.<br>The Corporate Governance and Nomination Committee<br>assesses and advises the Board on ESG-related activities<br>and practices, aiming to enhance the governance structure<br>supporting them. The Technology Committee reviews how the<br>Company’s ESG strategy embeds into its technology strategy<br>and roadmaps.<br>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<br>of the security risks and their management, including<br>cybersecurity, is a Board level responsibility in the Company,<br>the detailed reviews of the different security domains are<br>allocated to the Committees of the Board. These Committees<br>are responsible for monitoring and assessing the security,<br>including cybersecurity-related risks and reporting to the Board<br>in their respective areas of responsibilities. The responsibilities<br>of the Audit Committee include oversight of the management<br>and processes related to the IT and services security risks and<br>maturity, including security-related controls, compliance,<br>incident process, disclosures and risk management. The<br>Technology Committee oversees the product and customer<br>security risk management. The Committees report to the<br>Board on a regular basis and prepare recommendations to the<br>Board, whenever deemed necessary. The Board also receives<br>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>established a comprehensive AI governance framework in 2024<br>at Nokia, including a central steering committee and a separate<br>AI governance board for the group-level policies and<br>procedures, incident reporting, coordination and related<br>communication. The Board’s oversight of AI development is<br>based on principles similar to those we apply to other advanced<br>technologies. The Technology Committee of the Board has<br>reviewed the AI governance framework before its adoption and<br>is responsible for overseeing that compliance with all relevant<br>regulatory frameworks for AI has been effectively arranged.<br>The Technology Committee will also be updated to monitor and<br>stay informed on the progress and challenges of using AI, both<br>at a strategic and operational level. The Technology Committee<br>reports to the Board on the AI governance at Nokia and on AI<br>related topics on a regular basis.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 40<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 11<br>Key areas of focus for the Board’s and its Committees’ activities in 2024<br>The table below sets out a high-level overview of the key areas of focus for the Board’s and its Committees’ activities during the year. The Board also established a new Strategy Committee in April<br>2024. The Strategy Committee held seven meetings during the year 2024 to discuss various strategic initiatives related to developing Nokia’s corporate and business strategies.<br>January February/March April May June/July September/October November/December<br>Board – Business and financial reviews<br> – Q4 and 2023 financials<br> – Strategy execution update<br> – Annual General Meeting<br>(AGM) proposals, including.<br>profit distribution<br> – Annual Policy and Charter<br>review<br> – Board evaluation<br> – Review of CEO’s performance,<br>remuneration and targets<br> – Annual report and 20-F<br> – Remuneration Report<br>2023<br> – AGM and appointing<br>Board Chair, Vice Chair<br>and Committee members<br> – Business and financial<br>reviews<br> – Strategy execution<br>update<br> – Q1 financials<br> – Business and financial<br>reviews<br> – Strategy execution update<br> – Geopolitical update<br> – Macroeconomics update<br> – Product and customer<br>security update<br> – Shareholder activism<br>preparedness update<br> – Litigation and compliance<br>update<br> – Business and financial<br>reviews<br> – Q2 financials<br> – Strategy execution<br>update<br> – Annual sustainability<br>review<br> – Annual strategy meeting<br> – Business and financial reviews<br> – Geopolitical update<br> – Innovation framework<br> – People update<br> – Q3 financials<br> – Business and financial<br>reviews<br> – Long-range forecast and<br>annual target setting<br> – Key risks review<br> – Investors’ feedback on<br>governance, remuneration<br>and sustainability<br> – Digitalization and security<br>update<br> – Geopolitical update<br>Corporate<br>Governance<br>and<br>Nomination<br>Committee<br> – AGM proposals on Board<br>composition and<br>remuneration<br> – Independence review<br> – Corporate governance<br>statement<br> – Committee compositions<br> – Annual Clock and<br>discussion on Committee<br>work<br> – Future Board<br>composition<br> – Future Board composition<br> – Management succession<br>planning<br> – Corporate governance<br>developments in regulation<br> – Future Board composition<br> – Board evaluation approach<br> – Management succession<br>planning<br> – Board remuneration review<br>and benchmarking<br> – Annual assessment of<br>director commitments<br> – Future Board composition<br> – Annual Charter review<br>Personnel<br>Committee<br> – Incentive achievements for<br>2023<br> – CEO and GLT performance<br> – Incentive targets and<br>objectives for 2024<br> – Long-term Incentive Plan<br>(LTI) grant proposal for 2024<br> – Remuneration Report 2023<br> – AGM shareholder<br>feedback<br> – GLT remuneration<br> – Culture update<br> – Succession planning<br> – Remuneration Policy 2025<br> – LTI performance update<br> – Human capital risk review,<br>including physical safety<br> – Committee adviser’s<br>market and benchmarking<br>update<br> – Succession planning<br> – Incentive Compensation<br>Clawback Policy<br> – Independent adviser review<br> – LTI design for 2025<br> – Remuneration Policy 2025<br>including shareholder<br>consultation<br> – Workforce demographics<br> – LTI budget for 2025<br> – 2025 incentive targets<br> – Investor feedback<br> – Planning of Remuneration<br>Report for 2024<br> – Succession planning<br> – Executive shareholding<br>assessment<br> – Annual Charter review<br>Audit<br>Committee<br> – Q4 and 2023 financials<br> – Auditor reporting<br> – Ethics and compliance,<br>internal audit, treasury and<br>internal controls updates<br> – AGM proposals to the Board<br> – Information and service<br>security update<br> – Annual Charter and Policy<br>review<br> – Annual report and 20-F<br>for 2023, including<br>sustainability reporting<br> – Auditor reporting<br> – Internal controls update<br> – Double materiality<br>assessment<br> – Q1 financials<br> – Auditor reporting<br> – Ethics and compliance,<br>internal audit and<br>internal controls updates<br> – Tax update<br> – Treasury update<br> – Conflict Minerals Report<br> – Q2 financials<br> – Auditor reporting<br> – Ethics and compliance,<br>internal audit and internal<br>controls updates<br> – Q3 financials<br> – Auditor reporting<br> – Ethics and compliance, internal<br>audit and internal controls<br>updates<br> – ESG disclosure and reporting<br>developments, processes and<br>controls<br> – Information and service<br>security updates<br> – Finance IT and digitalization<br>update<br> – Treasury update<br> – Pensions update<br> – Audit, internal audit and<br>internal controls updates<br> – Privacy and cybersecurity<br>update<br> – Annual Charter and Policy<br>review<br>Technology<br>Committee<br> – Updates on innovation<br>and technology trends<br> – Review of strategic<br>technology initiatives<br> – Updates on innovation<br>and technology trends<br> – Review of strategic<br>technology initiatives<br> – Sustainability technology<br>strategy<br> – Updates on innovation and<br>technology trends<br> – Review of strategic technology<br>initiatives<br> – Product and customer security<br> – Updates on innovation and<br>technology trends including<br>AI<br> – Review of strategic<br>technology initiatives<br> – Product and customer<br>security and AI updates<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 41<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 12<br>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’<br>work, the Board and Committee Chairs and individual Board<br>members. The Board evaluation is conducted as a self-evaluation, typically with a detailed questionnaire, while an<br>external evaluator is periodically engaged. Feedback is also<br>requested from selected members of management as part of<br>the Board evaluation process. The questions aim to measure<br>and elicit feedback on the processes, structure, accountability,<br>transparency, and effectiveness of the Board and to gain an<br>overview of the issues that are areas of excellence, areas where<br>the Board thinks greater focus is warranted and determining<br>areas where the 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 2024, the evaluation<br>process was carried out as a thorough self-evaluation for<br>a second consecutive year by using an external evaluation<br>platform that included both numeric assessments and the<br>possibility to provide more detailed written comments.<br>The questionnaire comprised areas such as Nokia purpose<br>and strategy, Board agenda and meetings, and Board<br>composition and dynamics, as well as information,<br>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 20 meetings<br>excluding Committee meetings during 2024. In total 12 (60%)<br>of these meetings were regular meetings in person or by video<br>connection. The other eight meetings were held in writing.<br>Board meeting attendance<br>Board and Committee meeting<br>attendance(1)<br>Member Meetings % Meetings %<br>Sari Baldauf (Chair) 20/20 100 % 38/38 100 %<br>Søren Skou (Vice Chair) 19/20 95 % 31/33 94 %<br>Timo Ahopelto 18/20 90 % 28/30 94 %<br>Elizabeth Crain 20/20 100 % 34/34 100 %<br>Thomas Dannenfeldt 20/20 100 % 37/38 97 %<br>Lisa Hook 20/20 100 % 37/37 100 %<br>Jeanette Horan (until 3 April 2024) 3/4 75 % 5/7 71 %<br>Mike McNamara (as of 3 April 2024) 17/17 100 % 24/24 100 %<br>Thomas Saueressig 20/20 100 % 24/24 100 %<br>Carla Smits-Nusteling 17/20 85 % 28/31 90 %<br>Kai Öistämö 20/20 100 % 29/29 100 %<br>Average attendance (%) 95 % 95 %<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 2024, 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 2024, the Board of Directors established a new Strategy<br>Committee and therefore had five Committees that assisted<br>the Board in its duties pursuant to their respective Committee<br>charters. The Board may also establish new or ad hoc<br>committees for detailed reviews or consideration of particular<br>topics to be proposed for the approval of the Board. Any<br>director who so wishes may attend, as a non-voting observer,<br>meetings of Committees of which they are not members.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 42<br>Corporate governance statement continued<br>Nokia in 2024<br>Directors’ attendance at the Board and Committee meetings in 2024 is set forth in the table below:<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. |
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| 13<br>The Audit Committee<br>The following table sets forth the members of the Audit<br>Committee and their meeting attendance in 2024:<br>Attendance<br>Member Meetings %<br>Carla Smits-Nusteling (Chair) 6/6 100 %<br>Timo Ahopelto (until 3 April 2024) 2/2 100 %<br>Elizabeth Crain (until 3 April 2024) 2/2 100 %<br>Thomas Dannenfeldt 6/6 100 %<br>Lisa Hook (as of 3 April 2024) 4/4 100 %<br>Jeanette Horan (until 3 April 2024) 2/2 100 %<br>Mike McNamara (as of 3 April 2024) 4/4 100 %<br>Average attendance (%) 100 %<br>The Committee consists of a minimum of three members of<br>the Board who meet all applicable independence, financial<br>literacy and other requirements as stipulated by Finnish law,<br>the Finnish Corporate Governance Code and the rules of the<br>NYSE. As of 3 April 2024, the Audit Committee has consisted of<br>the following four members of the Board: Carla Smits-Nusteling<br>(Chair), Thomas Dannenfeldt, 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,<br>risk 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<br>and 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<br>receipt, retention and treatment of complaints received by<br>Nokia 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<br>are reviewed by the Audit Committee and approved by the<br>President and CEO and the Chief Financial Officer, as well as<br>the internal controls over financial reporting, are designed<br>to provide reasonable assurance regarding the quality<br>and integrity of Nokia’s financial statements and related<br>disclosures. For further information on internal control over<br>financial reporting, refer to the section “Risk management,<br>internal control and internal audit functions at Nokia––<br>Description of internal control procedures in relation to the<br>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.<br>Under Finnish law, the fees of the external auditor and of<br>the 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 2024<br>refer to the section “Auditor fees and services”.<br>The Board has determined all current Committee members<br>be ‘financially literate’ satisfying the applicable financial-sophistication requirement by the New York Stock Exchange.<br>In addition, three Committee members, Carla Smits-Nusteling,<br>Thomas Dannenfeldt and Lisa Hook, are determined to be<br> ‘audit committee financial experts’ as defined in the<br>requirements of Item 16A of the Annual Report on Form 20-F<br>filed with the U.S. Securities and Exchange Commission (SEC).<br>Carla Smits-Nusteling and each of the other 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<br>and compliance functions, and the external auditor in<br>connection with each regularly scheduled meeting. The head of<br>the internal audit function has, at all times, direct access to the<br>Audit 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<br>Audit 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:<br>(i) may be pre-approved by the Audit Committee in accordance<br>with certain service categories described in the Pre-approval<br>Policy (general pre-approval); or (ii) require the specific<br>pre-approval of the Audit Committee (specific pre-approval).<br>The Pre-approval Policy sets out the audit, audit-related, tax<br>and other services that have received the general pre-approval<br>of the Audit Committee. All other audit, audit-related (including<br>services related to internal controls and significant mergers<br>and acquisitions projects), tax and other services are subject<br>to 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<br>of the Audit Committee, the auditor provides a report in order<br>for the Audit Committee to review the services that the auditor<br>is providing, as well as the cost of those services.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 43<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 14<br>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 2024:<br>Attendance<br>Member Meetings %<br>Søren Skou (Chair) 5/5 100 %<br>Sari Baldauf 5/5 100 %<br>Lisa Hook 5/5 100 %<br>Carla Smits-Nusteling 5/5 100 %<br>Kai Öistämö 5/5 100 %<br>Average attendance (%) 100 %<br>The Committee consists of three to five 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. As of 3 April 2024, the<br>Corporate Governance and Nomination Committee has<br>consisted of the following five members of the Board: Søren<br>Skou (Chair), Sari Baldauf, Lisa Hook, Carla Smits-Nusteling<br>and Kai Öistämö.<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<br>evaluating the appropriate level and structure of director<br>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 the sustainability-related governance trends and the directors’ duties and<br>responsibilities;<br> ■ assisting the Board and each Committee of the Board<br>in its annual performance evaluation process, including<br>establishing criteria to be applied in connection with<br>such evaluations;<br> ■ developing and administering Nokia’s Corporate<br>Governance Guidelines and giving recommendations<br>regarding them to the Board; and<br> ■ reviewing Nokia’s disclosure in the corporate governance<br>statement.<br>The Committee has the power and practice to appoint<br>a recruitment firm to identify appropriate new director<br>candidates.<br>The Personnel Committee<br>The following table sets forth the members of the Personnel<br>Committee and their meeting attendance in 2024:<br>Attendance<br>Member Meetings %<br>Thomas Dannenfeldt (Chair) 5/5 100 %<br>Timo Ahopelto (as of 3 April 2024) 4/4 100 %<br>Sari Baldauf 5/5 100 %<br>Elizabeth Crain (as of 3 April 2024) 5/5 100 %<br>Lisa Hook (until 3 April 2024) 1/1 100 %<br>Søren Skou (until 3 April 2024) 1/1 100 %<br>Average attendance (%) 100 %<br>The Committee consists of a minimum of three members of<br>the Board who meet all applicable independence requirements<br>as stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE. As of 3 April 2024, the<br>Personnel Committee has consisted of the following four<br>members of the Board: Thomas Dannenfeldt (Chair),<br>Timo Ahopelto, Sari Baldauf and Elizabeth Crain.<br>The Committee has overall responsibility for evaluating,<br>resolving and making recommendations to the Board<br>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<br>of the 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<br>with the Remuneration Policy, as well as supporting overall<br>corporate strategies.<br>The Committee also oversees human capital management<br>and periodically reviews the personnel policies and practices<br>of 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>equity and inclusion, talent management and development,<br>succession planning, resourcing, recruiting, attrition,<br>retention and employee engagement.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 44<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 15<br>The Strategy Committee<br>The following table sets forth the members of the Strategy<br>Committee and their meeting attendance in 2024<br>:<br>Attendance<br>Member Meetings<br>%<br>Elizabeth Crain (Chair) 7/7 100 %<br>Sari Baldauf 7/7 100 %<br>Thomas Dannenfeldt 6/7 86 %<br>Lisa Hook 7/7 100 %<br>Søren Skou 6/7 86 %<br>Average attendance (%) 94 %<br>The Committee consists of a minimum of three members of<br>the Board who meet all applicable independence requirements<br>as stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE. As of 3 April 2024, the<br>Strategy Committee has consisted of the following five<br>members of the Board: Elizabeth Crain (Chair), Sari Baldauf,<br>Thomas Dannenfeldt, Lisa Hook and Søren Skou.<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: ■ overseeing the preparation of strategies related to<br>strategic 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,<br>focusing on their implementation, financial results and<br>long-term success.<br>The Technology Committee<br>The following table sets forth the members of the Technology<br>Committee and their meeting attendance in 2024<br>:<br>Attendance<br>Member Meetings<br>%<br>Kai Öistämö (Chair) 4/4 100 %<br>Timo Ahopelto 4/4 100 %<br>Sari Baldauf (until 3 April 2024) 1/1 100 %<br>Jeanette Horan (until 3 April 2024) 0/1 0 %<br>Mike McNamara (as of 3 April 2024) 3/3 100 %<br>Thomas Saueressig 4/4 100 %<br>Average attendance (%) 83 %<br>The Committee consists of a minimum of three members of<br>the Board who meet applicable independence requirements<br>as stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE and have such skills in<br>innovation, technology and science matters as the Board<br>determines adequate from time to time. As of 3 April 2024,<br>the Technology Committee has consisted of the following four<br>members of the Board: Kai Öistämö (Chair), Timo Ahopelto,<br>Mike McNamara and Thomas Saueressig.<br>In its dialogue with and provision of feedback and advice to<br>the management, the Committee will periodically review: ■ 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<br>or attain competitiveness;<br> ■ the Company’s approach to major technological<br>innovations;<br> ■ key technology trends that may result in disruptive threats<br>or opportunities and the 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 ■ the processes and management related to the<br>cybersecurity of the Company, including product and<br>customer security.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 45<br>Corporate governance statement continued<br>Nokia in 2024<br>The Strategy Committee<br>The following table sets forth the members of the Strategy<br>Committee and their meeting attendance in 2024<br>:<br>Attendance<br>Member Meetings<br>%<br>Elizabeth Crain (Chair) 7/7 100 %<br>Sari Baldauf 7/7 100 %<br>Thomas Dannenfeldt 6/7 86 %<br>Lisa Hook 7/7 100 %<br>Søren Skou 6/7 86 %<br>Average attendance (%) 94 %<br>The Committee consists of a minimum of three members of<br>the Board who meet all applicable independence requirements<br>as stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE. As of 3 April 2024, the<br>Strategy Committee has consisted of the following five<br>members of the Board: Elizabeth Crain (Chair), Sari Baldauf,<br>Thomas Dannenfeldt, Lisa Hook and Søren Skou.<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: ■ overseeing the preparation of strategies related to<br>strategic 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,<br>focusing on their implementation, financial results and<br>long-term success.<br>The Technology Committee<br>The following table sets forth the members of the Technology<br>Committee and their meeting attendance in 2024<br>:<br>Attendance<br>Member Meetings<br>%<br>Kai Öistämö (Chair) 4/4 100 %<br>Timo Ahopelto 4/4 100 %<br>Sari Baldauf (until 3 April 2024) 1/1 100 %<br>Jeanette Horan (until 3 April 2024) 0/1 0 %<br>Mike McNamara (as of 3 April 2024) 3/3 100 %<br>Thomas Saueressig 4/4 100 %<br>Average attendance (%) 83 %<br>The Committee consists of a minimum of three members of<br>the Board who meet applicable independence requirements<br>as stipulated by Finnish law, the Finnish Corporate Governance<br>Code and the rules of the NYSE and have such skills in<br>innovation, technology and science matters as the Board<br>determines adequate from time to time. As of 3 April 2024,<br>the Technology Committee has consisted of the following four<br>members of the Board: Kai Öistämö (Chair), Timo Ahopelto,<br>Mike McNamara and Thomas Saueressig.<br>In its dialogue with and provision of feedback and advice to<br>the management, the Committee will periodically review: ■ 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<br>or attain competitiveness;<br> ■ the Company’s approach to major technological<br>innovations;<br> ■ key technology trends that may result in disruptive threats<br>or opportunities and the 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 ■ the processes and management related to the<br>cybersecurity of the Company, including product and<br>customer security.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 45<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 16<br>Group Leadership Team and 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>On 31 December 2024, the Group Leadership Team consisted<br>of 11 members, including the President and CEO, representing<br>six different nationalities. In total 18% of the Group Leadership<br>Team members were female.<br>In addition to biographical information of the Group Leadership<br>Team members, the table on the right sets forth the number<br>of shares held by the members as at 31 December 2024, a<br>total of 3 726 540 Nokia shares. These holdings represented<br>approximately 0.07% of our total shares and voting rights<br>excluding shares held by the Nokia Group. The number of<br>shares includes shares received as compensation as well as<br>shares acquired through other means. At 31 December 2024,<br>no American Depositary Shares (ADSs) were held by the Group<br>Leadership Team members. Stock options or other equity<br>awards that are deemed as being beneficially owned under<br>the applicable SEC rules are not included in the table.<br>Summary of changes in the Group Leadership Team in 2024<br>The following members stepped down from the Group<br>Leadership Team:<br> ■ Amy Hanlon-Rodemich, Chief People Officer, as of<br>28 March 2024;<br> ■ Ricky Corker, Chief Customer Experience Officer, as of<br>13 June 2024;<br> ■ Jenni Lukander, President of Nokia Technologies, as of<br>18 October 2024; and<br> ■ Melissa Schoeb; Chief Corporate Affairs Officer, as of<br>18 October 2024.<br>Further, on 10 February 2025 Nokia announced that the current<br>President and CEO Pekka Lundmark will step down on<br>31 March 2025.<br>The Group Leadership Team was complemented with four<br>new appointments:<br> ■ Lorna Gibb, Chief People Officer, effective 13 June 2024;<br> ■ Louise Fisk, Chief Communications Officer, effective<br>18 October 2024;<br> ■ Patrik Hammarén, Acting President of Nokia Technologies,<br>effective 18 October 2024 (President of Nokia Technologies<br>as of 22 January 2025); and<br> ■ Mikko Hautala, Chief Geopolitical and Government Relations<br>Officer, effective 1 November 2024.<br>Further, on 10 February 2025 Nokia announced Justin Hotard’s<br>appointment as President and CEO, effective 1 April 2025.<br>Name Position Gender Year of birth Nationality On GLT since Shares<br>Pekka Lundmark President and CEO Male 1963 Finnish 2020 1 573 826<br>Nishant Batra Chief Strategy and Technology Officer Male 1978 Indian 2021 335 869<br>Louise Fisk Chief Communications Officer Female 1976 British 2024 37 070<br>Lorna Gibb Chief People Officer Female 1976 British 2024 16 477<br>Federico Guillén President of Network Infrastructure Male 1963 Spanish 2016 480 262<br>Patrik Hammarén Acting President of Nokia Technologies Male 1982 Finnish 2024 21 955<br>Mikko Hautala Chief Geopolitical and Government Relations<br>Officer<br>Male 1972 Finnish 2024 2 800<br>Esa Niinimäki Chief Legal Officer Male 1976 Finnish 2023 49 903<br>Raghav Sahgal President of Cloud and Network Services Male 1962 American 2020 618 318<br>Tommi Uitto President of Mobile Networks Male 1969 Finnish 2019 268 619<br>Marco Wirén Chief Financial Officer Male 1966 Finnish/Swedish 2020 321 441<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 46<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 17<br>Biographical details of the current members of the Nokia Group Leadership Team<br>Pekka Lundmark Nishant Batra Louise Fisk Lorna Gibb<br>b. 1963 b. 1978 b. 1976 b. 1976<br>President and Chief Executive Officer<br>(CEO) since 2020. Rejoined Nokia in 2020.<br>Master’s degree in Information Systems,<br>Department of Technical Physics, Helsinki<br>University of Technology, Finland.<br>President and CEO, Fortum Corporation<br>2015–2020. President and CEO,<br>Konecranes Plc 2005–2015 and Group<br>Executive Vice President 2004–2005.<br>President and CEO, Hackman Oyj 2002–<br>2004. Managing Partner, Startupfactory<br>2000–2002. Various executive positions<br>at Nokia 1990–2000.<br>Member of the Board, Research Institute<br>of the Finnish Economy (ETLA) and<br>Finnish Business and Policy Forum (EVA).<br>International Member of the Royal<br>Swedish Academy of Engineering Sciences<br>(IVA). Member of the European Round<br>Table for Industry. Member of The<br>Business Council (the United States).<br>Commissioner, Broadband Commission<br>for Sustainable Development 2020–2024.<br>Chairman of the Board, Confederation<br>of Finnish Industries 2019–2020.<br>Member of the Board, East Office of<br>Finnish Industries 2009–2020. Chairman<br>of the Board, Finnish Energy 2016–2018.<br>Chief Strategy and Technology Officer<br>(CSTO). Group Leadership Team member<br>since 2021. Joined Nokia in 2021.<br>MBA from INSEAD. Master’s degrees in<br>Telecommunications and in Computer<br>Science, Southern Methodist University,<br>Dallas, the United States. Bachelor’s<br>degree in Computer Applications,<br>Devi Ahilya University, Indore,<br>Madhya Pradesh, India.<br>Executive Vice President and Chief<br>Technology Officer, Veoneer Inc. 2018–<br>2021. Several senior positions at Ericsson<br>2006–2018, in the United States, Sweden<br>and India.<br>Member of the Board of Directors, KPIT<br>Technologies Ltd. Chair of the Board of<br>ReOrbit Oy. Strategic Advisor, SoloPulse.<br>Member of the Board of Directors of<br>Sensys Gatso Group 2020–2022.<br>Chief Communications Officer (CCO).<br>Group Leadership Team member since<br>2024. Joined Nokia in 2020.<br>Advanced executive leadership<br>development, DUKE University. Advanced<br>global leadership, INSEAD business<br>school. Post graduate diploma in PR &<br>Journalism, University of Wales, College<br>of Cardiff, Wales, United Kingdom. BA<br>Hons in Communication, University of<br>Wales, College of Cardiff, Wales, United<br>Kingdom.<br>Vice President, Corporate Affairs<br>Programs & Corporate Communications,<br>Nokia 2020–2024. Global leadership<br>team, Communications and Marketing<br>Director, BAE Systems Applied<br>Intelligence 2015–2019. Head of Global<br>Communications, Investor Relations and<br>Marketing, Innovation Group 2012–2015.<br>Global PR Director & Deputy<br>Communications Director, Logica 2006–<br>2012. Partner & Associate Director, LEWIS<br>Communications 1999–2006.<br>Trustee of the Williams Syndrome<br>Foundation.<br>Chief People Officer (CPO). Group<br>Leadership Team member since 2024.<br>Joined Nokia in 2020.<br>Diploma in Legal Practice, University of<br>Edinburgh, Scotland. Bachelor of Laws,<br>University of Glasgow, Scotland<br>(combined with Master of Laws<br>programme in the University of North<br>Carolina, the United States).<br>Interim Chief People Officer, Nokia<br>March–June 2024. Vice President, Labour<br> & Employment, Nokia 2020–2024. Global<br>Human Resources Director, Skyscanner<br>2017–2020. People Director, easyJet<br>2013–2017. Senior HR Business Partner,<br>Direct Line Group (Royal Bank of Scotland<br>Group) 2012–2013. Various employment<br>legal/HR transformation consultancy<br>roles in 2002–2012.<br>Young Enterprise UK: Board Trustee – HR,<br>Remuneration and Nomination<br>Committee.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 47<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 18<br>Biographical details of the current members of the Nokia Group Leadership Team continued<br>Federico Guillén Patrik Hammarén Mikko Hautala Esa Niinimäki<br>b. 1963 b. 1982 b. 1972 b. 1976<br>President of Network Infrastructure.<br>Group Leadership Team member since<br>2016. Joined Nokia in 2016.<br>Degree in Telecommunications<br>Engineering, ETSIT at Universidad<br>Politécnica de Madrid, Spain. Master’s<br>degree in Switching & Communication<br>Architectures, ETSIT at Universidad<br>Politécnica de Madrid, Spain. Master’s<br>Degree in International Management,<br>ESC Lyon and Alcatel, France.<br>President of Customer Operations,<br>Europe, Middle East & Africa and Asia<br>Pacific, Nokia 2018–2020. President of<br>Fixed Networks, Nokia 2016–2018.<br>President of Fixed Networks, Alcatel-Lucent 2013–2016. President and Chief<br>Senior Officer of Alcatel-Lucent Spain and<br>Global Account Manager Telefónica,<br>Alcatel-Lucent 2009–2013. Vice President<br>Sales of Vertical Market Sales in Western<br>Europe, Alcatel-Lucent 2009. Head of<br>Regional Support Center, Fixed Access<br>Division for South Europe, Middle East &<br>Africa, India and Caribbean & Latin<br>America, Alcatel-Lucent 2007–2009.<br>President and Chief Senior Officer, Alcatel<br>Mexico and Global Account Manager,<br>Telmex 2003–2007. Various R&D,<br>portfolio and sales management<br>positions with Telettra in Spain,<br>and with Alcatel in Spain, Belgium<br>and the United States 1989–2003.<br>Acting President of Nokia Technologies<br>(President of Nokia Technologies as of 22<br>January 2025). Group Leadership Team<br>member since 2024. Joined Nokia in<br>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 2024–<br>2024. Vice President, Head of IoT<br>Licensing Program, Nokia Technologies<br>2022–2024. Head of Patent Licensing<br>Greater China, Nokia Technologies 2020–<br>2022. Director, Patent Licensing, Nokia<br>Technologies 2018–2020. Manager,<br>Patent Licensing, Nokia Technologies<br>2014–2018. Senior Legal Counsel, HERE,<br>Nokia 2013–2014. Legal Counsel, HERE<br>Nokia 2013–2013. Legal Counsel, Central<br>and East Europe, Nokia 2012–2013. Legal<br>Counsel, Central Europe, Nokia 2011–<br>2012. Legal Counsel, MeeGo & Open<br>Source, Nokia 2007–2011.<br>Chief Geopolitical and Government<br>Relations Officer. 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 of<br>the President of the Republic of Finland,<br>Helsinki 2012–2016. Minister, Deputy<br>Head of Mission, Embassy of Finland,<br>Moscow 2011–2012. Diplomatic Adviser<br>to the Minister of Foreign Affairs, Ministry<br>for Foreign Affairs, Helsinki 2007–2011.<br>First Secretary, Permanent<br>Representation of Finland to the EU,<br>Brussels 2002–2007. Attaché, Ministry for<br>Foreign Affairs, Helsinki 2001–2002.<br>Attaché, Embassy of Finland, Kyiv 1999–<br>2001. Visa Officer, Embassy of Finland,<br>Kyiv 1998–1999.<br>Board Member Support for Finnish<br>Society (SYT) foundation. Chairman of the<br>Council, The John Morton Center for<br>North American Studies, University of<br>Turku, Finland.<br>Chief Legal Officer (CLO) and Board<br>Secretary. Group Leadership Team<br>member since 2023. Joined Nokia in 2007.<br>Master of Laws, Fordham University,<br>School of Law, New York, the United<br>States. Master of Law, University of<br>Helsinki, 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 2013–2015.<br>Senior Legal Counsel, Legal and IP, India,<br>Middle East and Africa, Nokia 2012–2013.<br>(Senior) Legal Counsel, Corporate Legal,<br>Nokia 2007–2011. Group Legal Counsel,<br>Metsä Group 2005–2007. Associate<br>Lawyer, White & Case LLP 2003–2005.<br>Chair of Legal Affairs Committee of the<br>Confederation of Finnish Industries.<br>Member of the Market Practice Board of<br>Securities Market Association and the<br>Policy Committee of the Directors’<br>Institute Finland.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 48<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 19<br>Biographical details of the current members of the Nokia Group Leadership Team continued<br>Raghav Sahgal Tommi Uitto Marco Wirén<br>b. 1962 b. 1969 b. 1966<br>President of Cloud and Network Services.<br>Group Leadership Team member since<br>2020. Joined Nokia in 2017.<br>Master of Science in Computer Systems<br>Management, University of Maryland, the<br>United States. Bachelor of Science in<br>Computer Engineering, Tulane University,<br>New Orleans, the United States.<br>Executive Business Certificate in General<br>Management, Harvard University,<br>the United 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. Chief<br>Business Officer, Comverse 2005–2006.<br>Executive Vice President, Asia Pacific,<br>CSG 2002–2005. Vice President,<br>Software Products Group Asia Pacific,<br>Lucent Technologies 2000–2002.<br>President of Mobile Networks. Group<br>Leadership Team member since 2019.<br>Joined Nokia in 1996.<br>Master’s degree in industrial<br>management, Helsinki University of<br>Technology, Finland. Master’s degree<br>in operations management, Michigan<br>Technological University, the United States.<br>Senior Vice President (VP), Global Product<br>Sales, Mobile Networks, Nokia 2016–<br>2018. Senior VP, Global Mobile<br>Broadband Sales, Customer Operations,<br>Nokia Networks 2015–2016. Senior VP,<br>West Europe, Customer Operations, Nokia<br>Networks 2013–2015. Head of Radio<br>Cluster (Senior VP), Mobile Broadband,<br>Nokia Siemens Networks (NSN) 2012–<br>2013. Head of Global LTE Radio Access<br>Business Line (VP) and Quality, Mobile<br>Broadband NSN, 2011–2012. Head of<br>Product Management, Network Systems,<br>NSN 2010. Head of Product Management,<br>Radio Access, NSN 2009. Head of<br>WCDMA/HSPA and Radio Platforms<br>Product Management, NSN 2008. Head of<br>WCDMA/HSPA Product Line Management,<br>NSN 2007. General Manager, Radio<br>Controller Product Management Nokia<br>Networks, 2005–2007. Various other<br>positions at Nokia since 1996.<br>Member of the Board of Directors at F-Secure Oyj. Member of the Board of<br>Technology Industries of Finland.<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, Durham, the United<br>States; IMD, Switzerland and Stockholm<br>School of Economics, Sweden.<br>President, Wärtsilä Energy and Executive<br>Vice President, Wärtsilä Group 2018–<br>2020. Executive Vice President and CFO,<br>Wärtsilä Group 2013–2018. Executive<br>Vice President and CFO, SSAB Group<br>2008–2013. Vice President, Business<br>Control, SSAB Group 2007–2008. CFO,<br>Eltel Networks 2006–2007. Vice President<br>of Business Development, Eltel Networks<br>2004–2005. Head of Service Division,<br>Eltel Networks 2003–2004. Vice<br>President, Corporate Development, Eltel<br>Networks 2002–2003. Vice President,<br>Strategy & Business Development, NCC<br>Group 1999–2002. Head of Strategic<br>Planning, NCC Group 1998–1999. Group<br>Controller, NCC Group 1996–1998.<br>Vice Chair of the Board of Directors<br>of Neste Corporation 2019–2023 and<br>member of the Board 2015–2023.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 49<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 20<br>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.<br>The 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<br>key 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<br>are 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 an integral part 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.<br>Each business or function head is an owner of the risks in<br>their respective responsibility area and is responsible for<br>identifying and managing key risks and capturing opportunities.<br> ■ ERM is an area of continuous improvement<br>ERM is an area of continuous improvement for Nokia.<br>The Chief Financial Officer, who also functions as the<br>Chief Risk Officer, provides guidance and sponsors the<br>development of 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<br>of Nokia’s products and services. The dynamic nature of IT<br>technologies makes it challenging to fully mitigate these risks.<br>The cybersecurity incidents may lead to lengthy and costly<br>incident response, remediation of the attack affecting business<br>continuity, or breach and legal proceedings and fines imposed<br>on us, as well as adverse effects to our reputation and brand<br>value. Despite ongoing investments, preventing, detecting and<br>containing cyber-attacks remain challenging. Additionally, the<br>cost and operational consequences of implementing further<br>information system protection measures, especially if<br>prescribed by national authorities, could be significant. We may<br>not be successful in implementing such measures in due time,<br>which could lead to business disruptions. The regulatory<br>framework around responding to and disclosing such events is<br>in flux. We may not be able to comply with the regulations that<br>must be implemented or such compliance may negatively<br>impact our ability to deal with the underlying event.<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 financial<br>condition, we have from time to time experienced threats to<br>and breaches of our data and systems, including malware and<br>computer virus attacks. We continue to address these challenges,<br>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<br>on various processes, such as cybersecurity risk management,<br>third-party security risk management, security incident<br>management 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<br>and may engage in the future with third party advisers<br>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<br>the 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 security ambition is reflected in the supplier selection<br>processes, contracts and supplier (re)assessments ensuring<br>effective security is in place in our supply chain and with our<br>third-party partners. We are dedicated to adhering to<br>applicable laws, regulations, contractual commitments, and<br>industry best practices, including but not limited to ISO 27001,<br>NIST SP 800 series, the Cloud Security Alliance Control Matrix,<br>and the Information Security Forum.<br>Nokia’s cybersecurity incidents are handled in the Security<br>Incident Management Process, which covers all phases of<br>incident response, including preparation, identification,<br>containment, eradication, recovery and post-incident analysis.<br>Each confirmed cybersecurity-related incident is assessed<br>against a classification scheme (impact on confidentiality,<br>integrity and availability of the related asset, urgency, and<br>priority of the security incident). Significant cybersecurity<br>incidents are elevated and managed by a cross-functional,<br>executive management-level team, which is responsible for<br>making the necessary decisions and prioritizing actions that can<br>minimize the impact of the security incident to Nokia and its<br>customers. Members from the CFO and Legal, Compliance &<br>Sustainability teams are responsible for determining the<br>materiality of the security incident and promptly informing the<br>Audit Committee of the Board. The Nokia management team<br>for assessing and managing cybersecurity threats includes<br>members with training and experience in security risk<br>management, security governance, cyber resilience, security<br>incident management, information technology, cybersecurity<br>legal and compliance requirements and disclosures. For an<br>overview of the training and experience of the members of the<br>Board and our assessment of their experience and skills related<br>to cybersecurity, please see “Main corporate governance<br>bodies of Nokia—Board of Directors”.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 50<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 21<br>Description of internal control procedures in relation<br>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<br>Committee of Sponsoring Organizations framework (the “COSO<br>framework”, 2013) and the Control Objectives for Information<br>and Related Technology (COBIT) framework of internal controls.<br>The assessment is performed based on a top-down risk<br>assessment of our financial statements covering significant<br>accounts, processes and locations, corporate-level controls<br>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<br>from 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;<br>and (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 2024, Nokia has followed the procedures as described<br>above 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<br>evaluates the adequacy and effectiveness of our system of<br>internal control. Internal audit reports to the Audit Committee<br>of the Board. The head of the internal audit function has direct<br>access 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<br>of the internal audit function is derived from the Board.<br>The internal audit aligns to the business by business group<br>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<br>and 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<br>audit function communicates the progress of the internal audit<br>plan completion, including the results of the closed audits, to<br>the 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<br>to ensure priority risk areas are reviewed through audits.<br> “Management conducts a yearly<br>assessment of Nokia’s internal<br>controls over financial reporting<br>in accordance with the Committee<br>of Sponsoring Organizations<br>framework (the “COSO framework”,<br>2013) and the Control Objectives<br>for Information and Related<br>Technology (COBIT) framework<br>of internal controls.”<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 51<br>Corporate governance statement continued<br>Nokia in 2024 |
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| 22<br>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<br>of business. In exceptional cases where these principles would<br>be deviated from, Nokia would set up a separate process<br>to determine the related parties in question and to seek<br>relevant approvals in accordance with internal guidelines<br>and applicable 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<br>as 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<br>in an appropriate manner and with the highest integrity.<br>The Nokia Insider Trading Policy is applicable to all directors,<br>executives and employees of Nokia.<br>Persons discharging managerial responsibilities<br>Nokia has identified members of the Board of Directors<br>and the Group Leadership Team as persons discharging<br>managerial responsibilities who, along with persons closely<br>associated with them, are required to notify Nokia and the<br>Finnish Financial Supervisory Authority of their transactions<br>with Nokia’s financial instruments. Nokia publishes the<br>transaction notifications.<br>In addition, according to the Nokia Insider Trading Policy,<br>persons discharging managerial responsibilities are obligated<br>to clear a planned transaction in Nokia’s financial instruments<br>in advance with the person in charge of the insider<br>administration. It is also recommended that trading and other<br>transactions in Nokia’s financial instruments are carried out<br>in times when the information available to the market is as<br>complete as possible.<br>Closed window<br>Persons discharging managerial responsibilities are subject<br>to a 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<br>separately designated financial reporting persons who are<br>recurrently involved with the preparation of Nokia’s quarterly<br>and annual results announcements. These persons are<br>separately notified of their status as designated financial<br>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<br>and are notified of their insider status. Persons included in a<br>project-specific insider register are prohibited from dealing<br>in Nokia’s financial instruments until the project ends or is<br>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<br>our 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 2024 and as our auditor for the financial year<br>ended 31 December 2023. The auditor and the sustainability<br>reporting assurer are elected annually by our shareholders at the<br>Annual General Meeting for the next financial year commencing<br>after the election. On an annual basis, the Audit Committee of<br>the 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 2024 2023<br>Audit fees(1) 18.5 20.2<br>Audit-related fees(2) 2.5 1.7<br>Tax fees(3) 0.2 0.4<br>All other fees(4) 0.1 0.3<br>Total 21.3 22.6<br>(1) Audit fees consist of fees incurred for the annual audit of the Group’s consolidated<br>financial statements and the statutory financial statements of the Group’s subsidiaries.<br>(2) Audit-related fees consist of fees billed for sustainability reporting assurance<br>approximately EUR 1.4 million as well as other assurance and related services that<br>are reasonably related to the performance of the audit or review of the Group’s<br>financial statements or that are traditionally performed by the independent auditor,<br>and include consultations concerning financial accounting and reporting standards;<br>advice and assistance in connection with local statutory accounting requirements;<br>due diligence related to mergers and acquisitions; and audit procedures in<br>connection with investigations in the pre-litigation phase and compliance programs.<br>They also include fees billed for other audit services, which are those services that<br>only the independent auditor can reasonably provide, and include the provision of<br>comfort letters and consents in connection with statutory and regulatory filings<br>and the review of documents filed with the SEC and other capital markets or local<br>financial reporting 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 related<br>to tax audits; (iii) services related to individual compliance (preparation of individual<br>tax returns and registrations for employees (non-executives), assistance with<br>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>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 52<br>Corporate governance statement continued<br>Nokia in 2024 |
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Exhibit 99.3
| Nokia Corporation<br>Remuneration Report 2024 |
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| 2<br>Remuneration Report 2024<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 2024<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 three principles:<br> ■ pay for performance and aligning the interests of<br>employees with shareholders;<br> ■ ensure that remuneration programs and policies support<br>the delivery of the corporate strategy and create long-term<br>sustainable shareholder value; and<br> ■ ensure that executive remuneration reflects the<br>contribution to achieving our ESG targets which support<br>long-term shareholder value creation.<br>Business context<br>2024 was a year of good strategic execution in a volatile<br>market to achieve our full-year guidance while pursuing growth<br>opportunities in our focus areas of data centers, private<br>wireless and industrial edge, and defense.<br>Challenging market conditions in the first half of 2024 led to<br>our full-year net sales declining, but we delivered a strong<br>finish to the year with improving net sales and excellent<br>profitability to achieve a full-year comparable operating<br>profit(1) of EUR 2.6 billion, at the mid-point of our guidance<br>of EUR 2.3 to 2.9 billion.<br>We delivered a strong cash performance throughout 2024,<br>ending with full-year free cash flow(1) of EUR 2.0 billion.<br>This means we have a strong balance sheet supporting<br>our business with net cash and interest-bearing financial<br>investments(1) of EUR 4.9 billion at the end of the year,<br>even after returning EUR 1.4 billion to shareholders through<br>dividends and share buybacks. As a result, the Board proposed<br>an increase in the dividend authorization proposal to<br>EUR 0.14 per share in respect of the financial year 2024.<br>Shareholder support and the updated Remuneration Policy<br>Our second Remuneration Policy (“Policy”) was approved by<br>shareholders at the 2024 AGM with over 90% votes in favor.<br>During 2024, we continued to monitor developments in<br>shareholder and voting agency guidance on remuneration<br>as well as overall market development. Following which, the<br>Personnel Committee of the Board (“Committee”) decided<br>to propose a couple of changes to the Policy to ensure our<br>Policy continues to support our future growth strategy, to<br>further align our arrangements with best practice and to<br>incentivize longer-term decision making for sustainable<br>shareholder value creation and to help with retention.<br>We consulted with our largest shareholders and several<br>other key stakeholders on some proposed amendments to<br>the Policy. The shareholders we engaged with were generally<br>supportive of the proposed amendments and made a few<br>helpful and constructive suggestions for the Committee<br>to consider. The feedback was taken into account as the<br>proposed Policy was finalized.<br>Remuneration of the President and CEO – base salary<br>and incentive opportunities<br>As reported last year, the President and CEO Pekka<br>Lundmark received a salary increase of 8.5% in January<br>2024. There was no increase to Pekka Lundmark’s short-term incentive (STI) and long-term incentive (LTI)<br>opportunities during 2024.<br>For 2025, Pekka Lundmark’s base salary and STI opportunity<br>will remain unchanged. As announced on 10 February 2025,<br>Pekka Lundmark is stepping down as the President and CEO<br>effective 31 March 2025 but will work as an advisor to the<br>new CEO until the end of the year. As a result, he will not<br>receive LTI grant in 2025.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 54<br>Remuneration continued<br>Nokia in 2024<br>(1) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures<br>to the most directly comparable IFRS measure, refer to the “Alternative<br>performance measures” section. |
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| 3<br>STI performance outcome and payout for 2024<br>Pekka Lundmark’s 2024 STI was subject to a scorecard<br>of 60% Nokia operating profit, 20% cash release,<br>10% gender diversity and 10% health & safety (lost time<br>injury frequency rate).<br>The 2024 comparable operating profit(1) outcome of<br>EUR 2 619 million against the target of EUR 2 782 million<br>resulted in a payout of 83% of target for this element.<br>The cash release outcome of EUR 1 149 million against<br>the target of EUR -1 115 million resulted in a payout of<br>225% of target for this element.<br>The gender diversity metric (female percentage in external<br>hiring) achieved 28% for the full year, against the target<br>of 29%, which resulted in a payout of 25% of target for<br>this element.<br>The health & safety metric of lost time injury frequency rate<br>measures how often lost time injuries occur that directly<br>impacts Nokia employees during the year. This metric<br>achieved an outcome of 0.085 against the target of 0.089,<br>which resulted in a payout of 123% of target for this<br>element. However, taking account of the eight fatalities<br>within Nokia’s control during the year, the Personnel<br>Committee decided to exercise downward discretion to<br>reduce the payout by 50% for this element, which resulted<br>in a payout of 62% of target.<br>As a result, a total of 104% of target STI was payable to<br>Pekka Lundmark for the financial year 2024.<br>LTI performance and outcomes for 2021–2024<br>The 2021 LTI (performance shares) was subject to the<br>predetermined dividend adjusted share price targets<br>and a three-year performance period which ended in<br>January 2024. Based on the dividend adjusted share price<br>outcome of EUR 3.66, the award vested at 12% of target<br>for Pekka Lundmark and other GLT members who received<br>the grant in 2021.<br>STI and LTI performance conditions for 2025<br>During 2024, the Personnel Committee also undertook a review<br>of the performance metrics used for our LTI and STI and<br>decided to propose some changes for 2025 to ensure our<br>incentive plans continue to support the business strategy and<br>growth over the next three years. Our 2025 incentive plans for<br>the President and CEO and the rest of the GLT will follow the<br>structure set out below.<br>Delivering the next year’s step in the strategic plan – STI<br>Comparable Operating Profit 60%(1) Cash Release 20%<br>Continued focus on profitability Achieve a strong cash position<br>Health & Safety 10% – Lost Time<br>Injury Frequency Rate (with a<br>fatality modifier)<br>Women in leadership 5%<br>Women in workforce 5%<br>Deliver on our focus on the<br>continued health and safety<br>of our employees<br>Deliver on our commitment to<br>become a more diverse<br>employer<br>Delivering sustainable value – LTI<br>50% relative TSR, 40% cumulative reported EPS (adjusted for<br>impairments and M&A), 10% carbon emission reduction (scope 1,<br>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% carbon emission<br>reduction<br>The gender diversity metric for 2025 STI will be changed<br>from female percentage in external hiring to two equally<br>weighted metrics of women in leadership and women<br>in workforce, as we prioritize female development in<br>leadership and throughout the employee experience to<br>drive diversity of decision making which will lead to stronger<br>company performance.<br>Our other ESG-related focus and commitment is reflected<br>in the continued use of the health & safety metric with a<br>fatality modifier and the carbon emission reduction scope 1,<br>2 and 3 targets.<br>Share ownership requirement<br>Our President and CEO is required to hold Nokia shares<br>equivalent to three times his annual base salary. Pekka<br>Lundmark currently maintains a total shareholding which<br>significantly exceeds the requirement. This demonstrates<br>his commitment to and alignment with Nokia’s long-term<br>success and our shareholder interests.<br>Conclusions<br>Remuneration outcomes for 2024 reflect our resilient<br>performance despite the challenges during the year<br>and demonstrate our remuneration philosophy of pay<br>for performance. The proposed Remuneration Policy<br>amendments build on what has proved to be a<br>successful remuneration strategy over the years with<br>amendments to support our future growth strategy.<br>I thank shareholders who assisted the Committee in the<br>consultation process, and very much welcome their<br>constructive feedback and support for the proposals.<br>I look forward to your continued support at our 2025<br>Annual General Meeting.<br>THOMAS DANNENFELDT,<br>CHAIR OF THE PERSONNEL COMMITTEE<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 55<br>Remuneration continued<br>Nokia in 2024<br>(1) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures<br>to the most directly comparable IFRS measure, refer to the “Alternative<br>performance measures” section. |
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| 4<br>Introduction<br>This Remuneration Report of Nokia Corporation (the Report)<br>has been approved by the Company’s Board of Directors<br>(the Board) to be presented to the Annual General Meeting<br>2025. The resolution of the Annual General Meeting on the<br>Report is advisory. The Report presents the remuneration<br>of the Board members and the President and CEO for<br>the financial year 2024 in accordance with the Decree<br>of the Finnish Ministry of Finance 608/2019 and the<br>Finnish Corporate Governance Code 2025, as well as other<br>applicable Finnish laws and regulations. The members of the<br>Board and the President and CEO have been remunerated in<br>accordance with our approved Remuneration Policy during<br>the financial year 2024. No temporary or other deviations<br>from the Policy have been made and no clawback provisions<br>have been exercised during the financial year 2024.<br>In 2024, our remuneration structure promoted the<br>Company’s long-term financial success by setting the<br>performance criteria for short- and long-term incentives to<br>support the Company’s short- and long-term goals, as well<br>as through shareholding requirements set for the President<br>and CEO, the GLT and the Board members. Aligned with<br>Nokia’s pay-for-performance remuneration principle,<br>performance-based remuneration was emphasized over<br>fixed base salary. The setting and application of the<br>performance criteria for incentive programs executed the<br>philosophy of pay-for-performance and supported the<br>delivery of the corporate strategy as well as the creation<br>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<br>five-year period.<br>The pay-for-performance remuneration principle applied<br>to the President and CEO, as well as the shareholding<br>requirement of the President and CEO and the Board<br>members, as applicable, contribute to an alignment of<br>interests with shareholders, while also promoting and<br>incentivizing decisions that are in the long-term interest<br>of the Company.<br>Year<br>Aggregate remuneration of<br>the Board of Directors<br>(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>2019)(4)<br>2020 2 016 000 3 587 781 65 787 21 852 95.60%<br>2021 1 821 000 4 908 244 70 411 22 202 169.11%<br>2022 2 280 000 4 316 606 74 241 23 761 132.96%<br>2023 2 503 000 3 738 560 69 096 21 138 96.68%<br>2024 2 511 000 3 988 250 78 576 19 220 140.28%<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<br>required. During the term that began from the Annual General Meeting 2021, the Board had eight members only, compared to ten members during the following terms.<br>(2) The President and CEO actual remuneration represents the aggregate total of the two President and CEOs in 2020.<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 2019 = 100)<br>Remuneration of the Board of Directors CEO earned remuneration<br>Average salaries and wages Net sales<br>Total shareholder return<br>2019 2020 2021 2022 2023 2024<br>0<br>20<br>40<br>60<br>80<br>100<br>120<br>140<br>160<br>180<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 56<br>Remuneration continued<br>Nokia in 2024 |
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| 5<br>Pay for performance<br>Core to our remuneration philosophy is a desire to pay<br>for performance.<br>Each year we review overall total shareholder return<br>compared with LTI vesting, mapping the performance<br>of the plans against 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<br>our long-term incentive plans to ensure that they deliver value<br>for shareholders.<br>Global peer group<br>For 2024, the global peer group used in our remuneration<br>benchmarking and relative TSR performance assessment<br>consists of 27 companies.<br>ABB IBM<br>Adobe Infineon Technologies<br>Airbus Juniper Networks<br>ASML Kone<br>Atos Motorola Solutions<br>BAE Systems NXP Semiconductors<br>Capgemini Oracle<br>Ciena Philips<br>Cisco Systems SAP<br>Corning Siemens Healthineers<br>Dell Technologies VMware<br>Ericsson Vodafone Group<br>Hewlett Packard Enterprise Wärtsilä<br>HP<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 57<br>Remuneration continued<br>Nokia in 2024<br>Long-term incentive plan, as of 31 December<br>TSR value (%)<br>100 100<br>46<br>29<br>57 53<br>40<br>12<br>25.72 23.75<br>Achieved Overachieved Nokia total shareholder return (“TSR”)<br>2014 2015 2016 2017 2018 2019 2020 2021 2022* 2023** 2024**<br>0<br>50<br>100<br>150<br>200<br>250<br>* 2022 LTI's performance period ended in January 2025. The vesting outcome of this award will be reported in the 2025 Remuneration Report.<br>** 2023 and 2024 LTIs’ performance periods are not yet completed.<br>Share price and total shareholder return vs long-term incentive performance |
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| 6<br>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 2024 equaled EUR 2 511 000 of which<br>EUR 2 390 000 consisted of annual fees and the rest of<br>meeting fees. In accordance with the resolution by the<br>Annual General Meeting 2024, approximately 40% of the<br>annual fee from Board and Board Committee work was paid<br>in Nokia shares purchased from the market on behalf of<br>the Board members following the Annual General Meeting.<br>The directors shall retain until the end of their directorship<br>such number of shares that corresponds to the number of<br>shares they have received as Board remuneration during<br>their first three years of service on the Board.<br>The rest of the annual fee was paid in cash, most of which<br>was used to cover taxes arising from the remuneration.<br>All meeting fees were paid in cash.<br>It is the Company’s policy that the non-executive members<br>of the Board do not participate in any of Nokia’s equity<br>programs and do not receive performance shares, restricted<br>shares, or any other variable remuneration for their duties<br>as Board members. No such variable remuneration was paid<br>since all persons acting as Board members during the<br>financial year 2024 were non-executive.<br>Board remuneration for the term that began at the Annual General Meeting held on 3 April 2024 and ends at the close of the<br>Annual General Meeting in 2025 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 2024 to the members of the Board for their services, as<br>resolved by the shareholders at the Annual General Meeting.<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>(approximately 40%<br>of the annual fee)<br>Sari Baldauf (Chair) 465 000 10 000 475 000 289 000 186 000 52 993<br>Søren Skou (Vice Chair) 220 000 14 000 234 000 146 000 88 000 25 072<br>Timo Ahopelto 210 000 10 000 220 000 136 000 84 000 23 932<br>Elizabeth Crain 220 000 12 000 232 000 144 000 88 000 25 072<br>Thomas Dannenfeldt 240 000 14 000 254 000 158 000 96 000 27 351<br>Lisa Hook 210 000 14 000 224 000 140 000 84 000 23 932<br>Jeanette Horan (until 3 April 2024)(2) — — — — — —<br>Mike McNamara (as of 3 April 2024) 210 000 14 000 224 000 140 000 84 000 23 932<br>Thomas Saueressig 195 000 14 000 209 000 131 000 78 000 22 223<br>Carla Smits-Nusteling 215 000 9 000 224 000 138 000 86 000 24 502<br>Kai Öistämö 205 000 10 000 215 000 133 000 82 000 23 362<br>Total 2 390 000 121 000 2 511 000 1 555 000 956 000 272 371<br>(1) Meeting fees include all meeting fees paid for the term that ended at the Annual General Meeting held on 3 April 2024 and meeting fees accrued and paid in 2025 for the<br>term that began at the same meeting.<br>(2) Stepped down at the Annual General Meeting on 3 April 2024 and received no annual or meeting fees in 2024.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 58<br>Remuneration continued<br>Nokia in 2024 |
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| 7<br>Remuneration of the President and CEO<br>The following table shows the actual remuneration received by Pekka Lundmark in 2024 and 2023. The 2023 LTI figure relates to<br>the vesting of the final tranche of the restricted share award granted to him on joining Nokia in respect of forfeited shares from his<br>previous employer and the vesting of the 2020 LTI performance shares. The 2024 LTI figure relates to the vesting of the 2021 LTI<br>performance shares and the 2021 eLTI matching performance shares.<br>EUR 2024 Pay mix(1) 2023 Pay mix(1)<br>Salary 1 410 500 36% 1 322 750 36%<br>Short-term incentive(2) 1 824 834 46% 1 079 695 30%<br>Long-term incentive 697 872 18% 1 240 359 34%<br>Other remuneration(3) 55 044 95 756<br>Total 3 988 250 3 738 560<br>(1) Pay mix reflects the proportions of base salary, STI and LTI of total remuneration, excluding other remuneration.<br>(2) STI represents the amounts earned in respect of financial year 2024, but that are paid in April 2025.<br>(3) Other remuneration includes benefits such as telephone, car, driver, tax compliance support and medical insurance.<br>Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect<br>of the President and CEO. Such payments can be characterized as defined contribution payments. In 2024, payments to the<br>Finnish state pension system equaled EUR 310 937 for Pekka Lundmark in respect of his service as President and CEO<br>(EUR 422 274 for Pekka Lundmark in 2023). No supplementary pension arrangements were offered.<br>2024 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 M&A activities), balancing the need to deliver<br>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 2024, Pekka Lundmark had a target STI opportunity of 125% of annual base salary. His 2024 STI<br>framework was based on a scorecard of financial and ESG objectives. Achievements against the 2024 targets are set out in the<br>table below. The outcomes for the financial metrics and the gender diversity metric were calculated based on the formulaic<br>approach. The health & safety metric, lost time injury frequency rate, achieved an outcome of 123% of target. However,<br>as a result of eight fatalities within Nokia’s control during the year, the Board exercised downward discretion to apply the fatality<br>modifier to reduce the payout under this element by 50%, which resulted in the final outcome of 62% for this metric.<br>Metric Weight Target<br>2024 performance<br>outcome<br>2024 STI<br>outcome<br>(% of target)<br>Comparable operating profit(1) 60 % EUR 2 782 million EUR 2 619m 83%<br>Cash release 20 % EUR -1 115 million EUR 1 149m 225%<br>Diversity 10 % Female percentage of global external hires of 29% 28% 25%<br>Health & safety 10 %<br> ■ Employee lost time injury frequency rate (LTIFR) of 0.089<br> ■ Fatality modifier (downward discretion in the event of fatalities)<br>LTIFR of 0.085<br>with 8 fatalities 62%<br>Total STI outcome 100% 104%<br>(1) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measure, refer to the “Alternative performance measures” section.<br>Accordingly, the total 2024 STI payout for Pekka Lundmark as the President and CEO was EUR 1 824 834.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 59<br>Remuneration continued<br>Nokia in 2024 |
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| 8<br>Long-term Incentive awards granted to the President and CEO during 2024<br>In 2024, Pekka Lundmark 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<br>start of the performance period and locked in for the life of the plan. The performance conditions for the 2024 performance<br>shares are based on 50% relative TSR against our global peer group(1), 40% cumulative earnings per share (EPS) and 10% carbon<br>emission reduction targets over the three-year performance period from 2024 to 2027. The targets for all metrics and the<br>performance and vesting outcomes will be disclosed in the 2027 Remuneration Report.<br>Performance share awards(1) (2) Units awarded<br>Grant date face value(3)<br> (EUR) Grant date Vesting<br>2024 LTI performance shares 834 600 3 012 906 5 July 2024 Q3 2027<br>(1) Global peer group consisted of 27 companies (see details under the “Global peer group” section).<br>(2) The maximum vesting is 200% if stretch performance targets are met.<br>(3) Grant date face value was calculated using the closing price of EUR 3.61 on the date of grant.<br>During 2024, Pekka Lundmark was also invited to participate in the co-investment eLTI, under which he invested EUR 2.8 million<br>in Nokia shares and received two-for-one matching performance shares in return. 50% of the matching performance shares<br>were subject to the same performance conditions as set out above and the remaining 50% were subject to the delivery of a<br>strategic project for Nokia in the next few years. The eLTI matching performance shares also have a three-year performance<br>and vesting period. The targets for all metrics and the performance and vesting outcomes will be disclosed in the 2027<br>Remuneration Report.<br>Performance share awards Units awarded<br>Grant date face value(1)<br> (EUR) Grant date Vesting<br>2024 eLTI matching performance shares 1 704 530 6 289 716 16 August 2024 Q3 2027<br>(1) Grant date face value was calculated using the closing price of EUR 3.69 on the date of grant.<br>Long-term Incentive awards and other equity awards vested for the President and CEO during 2024<br>Pekka Lundmark was granted LTI performance share award in March 2021 and eLTI matching performance shares in July 2021.<br>Both awards had a three-year performance period and were subject to dividend adjusted share price targets over the<br>performance period. These awards vested during 2024 as set out in the tables below.<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(1) (EUR)<br>2021 LTI performance shares 769 200 4.47 3.66 12.0% 92 304 297 219<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(2) (EUR)<br>2021 eLTI matching performance shares 962 180 4.47 3.66 12.0% 115 462 400 653<br>(1) The vesting value of the 2021 LTI performance shares was calculated using the average share price of EUR 3.22 on 10 April 2024, the day before the share delivery date.<br>(2) The vesting value of the 2021 eLTI matching performance shares was calculated using the average share price of EUR 3.47 on 26 June 2024, the day before the share<br>delivery date.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 60<br>Remuneration continued<br>Nokia in 2024 |
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| 9<br>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<br>Nokia shares in order to ensure alignment with shareholder interests over the long term. Pekka Lundmark significantly exceeds<br>this requirement with a holding of 394%(3) well within the five-year allotted period.<br>Pekka Lundmark Units Value(1) (EUR)<br>Beneficially owned shares at 31 December 2024 1 573 826 6 720 237<br>Unvested shares under outstanding Nokia equity plans(2) 3 718 730 15 878 977<br>Total 5 292 556 22 599 214<br>(1) The values are based on the closing price of a Nokia share of EUR 4.27 on Nasdaq Helsinki on 30 December 2024.<br>(2) The number of units represents the number of unvested awards as of 31 December 2024.<br>(3) Shareholding of 394% of annual base salary as of 15 November 2024, using 12-month average share price.<br>The President and CEO’s termination provisions 2024<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 up to<br>12 months’ remuneration (including annual base salary, benefits, and target short-term incentive) and unvested equity awards would be forfeited after termination,<br>unless the Board determines otherwise.<br>President<br>and CEO<br>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<br>short- or long-term incentives that would normally vest during the notice period.<br>Any unvested equity awards would be forfeited after termination, except in the<br>event of death, permanent disability and retirement, and unless the Board<br>determines otherwise.<br>President<br>and CEO<br>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<br>on a final arbitration award demonstrating Nokia’s material breach of the service<br>agreement, he is entitled to a severance payment equaling up to 12 months’<br>remuneration (including annual base salary, benefits and target incentive). Any<br>unvested equity awards would be forfeited after termination.<br>The President and CEO is subject to a 12-month non-competition and non-solicit obligation that applies after the termination<br>of the service agreement or the date when he is released from his obligations and responsibilities, whichever occurs earlier.<br>Business<br>overview<br>Corporate<br>governance<br>Board<br>review<br>Financial<br>statements<br>Other<br>information 61<br>Remuneration continued<br>Nokia in 2024 |
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