Share-based payments

12 Months Ended

Dec. 31, 2024

Disclosure of terms and conditions of share-based payment arrangement [abstract]

Share-based payments

3.3. Share-based payments

Accounting policies

Nokia offers three types of global share-based

compensation plans for employees: performance shares,

restricted shares and the employee share purchase plan.

All plans are equity-settled.

Employee services received and the corresponding

increase in equity are measured by reference to the

fair value of the equity instruments at the grant date,

excluding the impact of any non-market vesting

conditions. Plans that apply tranched vesting are

accounted for under the graded vesting model. Share-

based compensation plans are generally conditional on

continued employment as well as the fulfillment of any

performance conditions specified in the award terms.

Until the Nokia shares are delivered, the participants

do not have any shareholder rights, such as voting or

dividend rights, associated with the shares. The share

grants are generally forfeited if the employment

relationship with Nokia terminates prior to vesting.

Share-based compensation is recognized as an expense

over the relevant service periods.

Share-based payment expense

In 2024, the share-based payment expense recognized in the

income statement for continuing operations for all share-

based compensation plans amounted to EUR 239 million

(EUR 201 million in 2023 and EUR 148 million in 2022).

Performance shares

In 2024, Nokia had outstanding Performance shares from

grants made in 2021, 2022, 2023 and 2024. Starting in 2021,

grants made for Performance shares have been targeted on a

more limited basis to senior level employees and executives.

Performance share plans at 31 December 2024:

Plan	Performance shares outstanding at target	Confirmed payout (% of target)	Performance period	Settlement year
2021	251 552	12%	2021–2023	2024/2025
2022	10 752 500	0%	2022–2024	2025/2026
2023	13 675 400	—	2023–2025	2026/2027
2024	19 057 490	—	2024–2026	2027/2028

The 2021 and 2022 Performance share grants have a three-

year vesting period where Nokia’s actual total shareholder

return (ATSR) is compared to the target total shareholder

return to determine the number of Nokia shares that will be

delivered at settlement. The 2021 and 2022 Performance

share grants do not include a minimum payout guarantee.

The 2023 Performance share grants apply the ATSR

performance metric to two-thirds of the grant. For the

remaining one-third of the granted shares, the metrics are

either a service condition alone or a Relative total shareholder

return (RTSR). RTSR grants measure Nokia’s share performance

against its peer group companies where minimum payout for

this metric requires Nokia to be at least in the 25th percentile

when compared with the peer group.

The 2024 Performance share grants apply the performance

metrics to two-thirds of the grant. For the remaining one-third

of the granted shares, the metrics are either a service

condition or performance metrics. The performance metrics

of the 2024 performance share grants are 50% RTSR, 40%

Cumulative EPS targets adjusted for non-recurring events,

and 10% carbon emissions targets.

Restricted shares

In 2024, there were outstanding Restricted shares from grants

made in 2021, 2022, 2023 and 2024. Starting in 2021, Nokia

has granted Restricted shares to selected employees as the

primary method of equity compensation. Restricted shares

are Nokia shares that will be delivered to eligible participants

at a future point in time, subject to the fulfillment of

predetermined service conditions. Restricted shares will either

vest on the third anniversary of the award or follow a tranche

vesting schedule whereby each plan vests in one or more

tranches determined at the award date.

The Restricted share grants are generally forfeited if the

employment relationship with Nokia terminates prior to vesting

of the applicable tranche or tranches.

Employee share purchase plan

Nokia offers a voluntary Employee Share Purchase Plan (ESPP)

to its employees. Participating employees make contributions

from their net salary to purchase Nokia shares on a monthly

basis during a 12-month savings period. Nokia delivers one

matching share for every two purchased shares the employee

holds at the end of the plan cycle. In 2024, 7 455 343 matching

shares were issued as a settlement to the participants of the

ESPP 2023 (6 726 190 matching shares issued under the 2022

Plan in 2023, and 5 243 560 matching shares issued under the

2021 Plan in 2022).

Share-based payment plans by instrument

	Performance shares		Restricted shares
	Number of shares outstanding at target	Weighted average grant date fair value (EUR)	Number of shares outstanding	Weighted average grant date fair value (EUR)
1 January 2022	79 827 008		26 763 693
Granted	12 661 300	3.49	32 238 100	4.15
Forfeited	(2 450 396)		(1 695 734)
Vested(1)	(26 290 064)		(2 778 431)
31 December 2022	63 747 848		54 527 628
Granted	15 207 400	3.10	45 322 400	3.36
Forfeited	(3 916 744)		(1 998 801)
Vested(1)	(31 691 700)		(3 175 287)
31 December 2023	43 346 804		94 675 940
Granted	19 202 484	3.65	57 602 936	3.48
Forfeited	(3 589 329)		(5 471 235)
Vested(1)	(15 223 017)		(23 834 342)
31 December 2024	43 736 942		122 973 299
(1)Vested performance shares at target are to be multiplied by the confirmed payout (% of target) to calculate the total number of Nokia shares settled.

Estimation of grant date fair values
Plan	Grant date fair value
ATSR	Estimated considering the dividend-adjusted Nokia share price at the end of the performance period of the plan and the target payout levels set for the plan.
RTSR	Estimated considering a combination of the dividend-adjusted Nokia share price compared with benchmark companies’ share prices at the end of the performance period of the plan and the target payout levels set for the plan.
Restricted Shares	Estimated using the grant date market price of the Nokia share less the present value of dividends expected to be paid during the vesting period.