Exhibit 97

NOKIA CORPORATION

EXECUTIVE OFFICER CLAWBACK POLICY

The Personnel Committee (the “Committee”) of the Board of Directors (the “Board”) of Nokia

Corporation (the “Company”) believes that it is appropriate for the Company to adopt this

Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and

adopts this Policy to be effective and apply as of the Effective Date on 2 October 2023.

1.DEFINITIONS

For purposes of this Policy, the following definitions shall apply:

a)"Applicable Listing Standards“ mean the listing standards of the Applicable Stock

Exchange implementing compensation recovery rules mandated by the Dodd-Frank

Wall Street Reform and Consumer Protection Act.

b)"Applicable Stock Exchange“ means the New York Stock Exchange, the Nasdaq Stock

Market or any other stock exchange in the United States where the Company is

listed, as applicable.

c)“Covered Compensation” means any Incentive-Based Compensation granted,

vested or paid to a person who served as an Executive Officer at any time during the

performance period for the Incentive-Based Compensation and that was Received (i)

on or after the effective date of the Applicable Listing Standards, (ii) after the

person became an Executive Officer and (iii) at a time that the Company had a class

of securities listed on a national securities exchange or a national securities

association.

d)“Effective Date” means 2 October, 2023.

e)“Erroneously Awarded Compensation” means the amount of Covered Compensation

granted, vested or paid to a person during the fiscal period when the applicable

Financial Reporting Measure relating to such Covered Compensation was attained

that exceeds the amount of Covered Compensation that otherwise would have been

granted, vested or paid to the person had such amount been determined based on

the applicable Restatement, computed without regard to any taxes paid (i.e., on a

pre-tax basis). For Covered Compensation based on stock price or total

1        The New York Stock Exchange and the Nasdaq Stock Market released their respective versions of the listing standards on the

clawback rule mandated by the Dodd-Frank Act, to become effective on 2 October, 2023.

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shareholder return, where the amount of Erroneously Awarded Compensation is not subject to

mathematical recalculation directly from the information in a Restatement, the Committee will

determine the amount of such Covered Compensation that constitutes Erroneously Awarded

Compensation, if any, based on a reasonable estimate of the effect of the Restatement on the

stock price or total shareholder return upon which the Covered Compensation was granted,

vested or paid and the Committee shall maintain documentation of such determination and

provide such documentation to the Applicable Stock Exchange.

f)“Exchange Act” means the United States Securities Exchange Act of 1934.

g)“Executive Officer”means the Company’s president, principal financial officer,

principal accounting officer (or if there is no such accounting officer, the controller),

any vice-president of the Company in charge of a principal business unit, division, or

function (such as sales, administration, or finance), any other officer who performs a

policy-making function, or any other person who performs similar policy-making

functions for the Company. Executive officers of the Company’s parent(s) or

subsidiaries are deemed executive officers of the Company if they perform such

policy-making functions for the Company. “Policy-making function” does not include

policy-making functions that are not significant. Both current and former Executive

Officers are subject to the Policy in accordance with its terms. In Nokia Group, all

members of the Group Leadership Team in addition to Vice President, Corporate

Controlling and Accounting, are deemed Executive Officers under the above

definition and subject to this Policy.

h)“Financial Reporting Measure” means (i) any measure that is determined and

presented in accordance with the accounting principles used in preparing the

Company’s financial statements, and any measures derived wholly or in part from

such measures and may consist of IFRS/GAAP or non-IFRS/non-GAAP financial

measures (as defined under Regulation G of the Exchange Act and Item 10 of

Regulation S-K under the Exchange Act), (ii) stock price or (iii) total shareholder

return. Financial Reporting Measures need not be presented within the Company’s

financial statements or included in a filing with the SEC.

i)“Home Country” means the Company’s jurisdiction of incorporation.

j)“Incentive-Based Compensation” means any compensation that is granted, earned

or vested based wholly or in part upon the attainment of a Financial Reporting

Measure.

k)“Lookback Period” means the three completed fiscal years (plus any transition

period of less than nine months that is within or immediately following the three

completed fiscal years and that results from a change in the Company’s fiscal year)

immediately preceding the date on which the Company is required to prepare a

Restatement for a given reporting period, with such date being the earlier of: (i) the

date the Board, a committee of the Board, or the officer or officers of the Company

authorized to take such action if Board action is not required, concludes, or

reasonably should have concluded, that the Company is required to prepare a

Restatement, or (ii) the date a court, regulator or other legally authorized body

directs the Company to prepare a Restatement. Recovery of any Erroneously

Awarded Compensation under the Policy is not dependent on if or when the

Restatement is actually filed.

l)“Nokia Group” means the Company and each of its Subsidiaries, as applicable.

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m)“Received”: Incentive-Based Compensation is deemed “Received” in the Company’s

fiscal period during which the Financial Reporting Measure specified in or otherwise

relating to the Incentive-Based Compensation award is attained, even if the grant,

vesting or payment of the Incentive-Based Compensation occurs after the end of

that period.

n)“Restatement” means a required accounting restatement of any Company financial

statement due to the material noncompliance of the Company with any financial

reporting requirement under the securities laws, including (i) to correct an error in

previously issued financial statements that is material to the previously issued

financial statements (commonly referred to as a “Big R” restatement) or (ii) to

correct an error in previously issued financial statements that is not material to the

previously issued financial statements but that would result in a material

misstatement if the error were corrected in the current period or left uncorrected in

the current period (commonly referred to as a “little r” restatement). Changes to

the Company’s financial statements that do not represent error corrections under

the then-current relevant accounting standards will not constitute Restatements.

Recovery of any Erroneously Awarded Compensation under the Policy is not

dependent on fraud or misconduct by any person in connection with the

Restatement.

o)“SEC” means the United States Securities and Exchange Commission.

p)“Subsidiary” means any domestic or foreign corporation, partnership, association,

joint stock company, joint venture, trust or unincorporated organization “affiliated”

with the Company, that is, directly or indirectly, through one or more intermediaries,

“controlling”, “controlled by” or “under common control with”, the Company.

“Control” for this purpose means the possession, direct or indirect, of the power to

direct or cause the direction of the management and policies of such person,

whether through the ownership of voting securities, contract or otherwise.

2.RECOUPMENT OF ERRONEOUSLY AWARDED COMPENSATION

In the event of a Restatement, any Erroneously Awarded Compensation Received during the

Lookback Period prior to the Restatement (a) that is then-outstanding but has not yet been

paid shall be automatically and immediately forfeited and (b) that has been paid to any person

shall be subject to reasonably prompt repayment to the Nokia Group in accordance with

Section 3 of this Policy. The Committee must pursue (and shall not have the discretion to

waive) the forfeiture and/or repayment of such Erroneously Awarded Compensation in

accordance with Section 3 of this Policy, except as provided below.

Notwithstanding the foregoing, the Committee (or, if the Committee is not a committee of the

Board responsible for the Company’s executive compensation decisions and composed entirely

of independent directors, a majority of the independent directors serving on the Board) may

determine not to pursue the forfeiture and/or recovery of Erroneously Awarded Compensation

from any person if the Committee determines that such forfeiture and/or recovery would be

impracticable due to any of the following circumstances: (i) the direct expense paid to a third

party (for example, reasonable legal expenses and consulting fees) to assist in enforcing the

Policy would exceed the amount to be recovered, including the costs that could be incurred if

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pursuing such recovery would violate local laws other than the Company’s Home Country laws

(following reasonable attempts by the Nokia Group to recover such Erroneously Awarded

Compensation, the documentation of such attempts, and the provision of such documentation

to the Applicable Stock Exchange), (ii) pursuing such recovery would violate the Company’s

Home Country laws adopted prior to November 28, 2022 (provided that the Company obtains

an opinion of Home Country counsel acceptable to the Applicable Stock Exchange that recovery

would result in such a violation and provides such opinion to the Applicable Stock Exchange),

(iii) recovery would likely cause any otherwise tax-qualified retirement plan, under which

benefits are broadly available to employees of the Nokia Group, to fail to meet the

requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder, or (iv)

recovery would likely cause any otherwise tax-favored retirement scheme, under which benefits

are broadly available to employees of Company Group, to fail to meet the requirements of

applicable law respecting such tax-favored status.

In no event shall the Nokia Group be required to award any person an additional payment if any

Restatement would result in a higher incentive compensation payment.

3.MEANS OF REPAYMENT

In the event that the Committee determines that any person shall repay any Erroneously

Awarded Compensation, the Committee shall provide written notice to such person by email or

by certified mail to the physical address on file with the Nokia Group for such person, and the

person shall satisfy such repayment in a manner and on such terms as required by the

Committee, and the Nokia Group shall be entitled to set off the repayment amount against any

amount owed to the person by the Nokia Group, to require the forfeiture of any award granted

by the Nokia Group to the person, or to take any and all necessary actions to reasonably

promptly recoup the repayment amount from the person, in each case, to the fullest extent

permitted under applicable law, including without limitation, Section 409A of the Internal

Revenue Code and the regulations and guidance thereunder. If the Committee does not specify

a repayment timing in the written notice described above, the applicable person shall be

required to repay the Erroneously Awarded Compensation to the Nokia Group by wire, cash or

cashier’s check no later than thirty (30) days after receipt of such notice.

4.NO INDEMNIFICATION

No person shall be indemnified, insured or reimbursed by the Nokia Group in respect of any

loss of compensation by such person in accordance with this Policy, nor shall any person

receive any advancement of expenses for disputes related to any loss of compensation by such

person in accordance with this Policy, and no person shall be paid or reimbursed by the Nokia

Group for any premiums paid by such person for any third-party insurance policy covering

potential recovery obligations under this Policy. For this purpose, “indemnification” includes

any modification to current compensation arrangements or other means that would amount to

de facto indemnification (for example, providing the person a new cash award that would then

be cancelled to effect the recovery of any Erroneously Awarded Compensation).

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5.MISCELLANEOUS

This Policy generally will be administered and interpreted by the Committee, provided that the

Board may, from time to time, exercise discretion to administer and interpret this Policy, in

which case, all references herein to “Committee” shall be deemed to refer to the Board. Any

determination by the Committee with respect to this Policy shall be final, conclusive and

binding on all interested parties. Any discretionary determinations of the Committee under this

Policy, if any, need not be uniform with respect to all persons, and may be made selectively

amongst persons, whether or not such persons are similarly situated.

This Policy is intended to satisfy the requirements of Section 954 of the Dodd-Frank Wall

Street Reform and Consumer Protection Act, as it may be amended from time to time, and any

related rules or regulations promulgated by the SEC or the Applicable Stock Exchange, including

any additional or new requirements that become effective after the Effective Date, which upon

effectiveness shall be deemed to automatically amend this Policy to the extent necessary to

comply with such additional or new requirements.

The provisions in this Policy are intended to be applied to the fullest extent of the law. To the

extent that any provision of this Policy is found to be unenforceable or invalid under any

applicable law, such provision will be applied to the maximum extent permitted and shall

automatically be deemed amended in a manner consistent with its objectives to the extent

necessary to conform to applicable law. The invalidity or unenforceability of any provision of

this Policy shall not affect the validity or enforceability of any other provision of this Policy.

Recoupment of Erroneously Awarded Compensation under this Policy is not dependent upon

the Nokia Group satisfying any conditions in this Policy, including any requirements to provide

applicable documentation to the Applicable Stock Exchange.

The rights of the Nokia Group under this Policy to seek forfeiture or reimbursement are in

addition to, and not in lieu of, any rights of recoupment, or remedies or rights other than

recoupment, that may be available to the Nokia Group pursuant to the terms of any law,

government regulation or stock exchange listing standard or other requirement, or any other

policy, code of conduct, employee handbook, employment agreement, equity award

agreement, or other plan or agreement of the Nokia Group.

6.ADMINISTRATION, AMENDMENTS AND TERMINATION

This Policy was approved by the Board of Directors of the Company on 19 July 2023, on the

recommendation of the Personnel Committee. The Personnel Committee of the Board of

Directors may periodically review the Nokia Executive Officers’ Clawback Policy to determine

their appropriateness against stated objectives and that the Policy continues to function in the

best interests of the Company as well as to ensure regulatory compliance. To the extent

permitted by, and in a manner consistent with applicable law, including SEC and the Applicable

Stock Exchange rules, the Personnel Committee may propose to terminate, suspend or amend

this Policy. When it deems appropriate, the Committee will make such recommendations to the

Board regarding modifications of the Policy. In addition, the Board may modify this Policy at any

time in its sole discretion.

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7.SUCCESSORS

This Policy shall be binding and enforceable against all persons and their respective

beneficiaries, heirs, executors, administrators or other legal representatives with respect to any

Covered Compensation granted, vested or paid to or administered by such persons or entities.

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