Nokia Annual Report on Form 20-F 2025

2 Annual Report

As filed with the Securities and Exchange Commission on 5 March 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 December 2025

Commission file number 1-13202

Nokia Corporation

(Exact name of Registrant as specified in its charter)

Republic of Finland

(Jurisdiction of incorporation)

Karakaari 7 FI-02610 Espoo, Finland

(Address of principal executive offices)

Johanna Mandelin, VP, Corporate Legal, Telephone: +358 (0) 104 488 000, Facsimile: +358 (0) 104 481 002,

Karakaari 7, FI-02610 Espoo, Finland

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares	NOK	New York Stock Exchange
Shares		New York Stock Exchange(1)

(1)Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report. Shares: 5 742 239 696.

3 Annual Report

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes ☒	No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.	Yes ☐	No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes ☒	No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).	Yes ☒	No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.	☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.	☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).	☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.	Item 17 ☐	Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	Yes ☐	No ☒

4 Annual Report

Cross-reference table to Form 20-F 

Form 20-F Item Number		Form 20-F Heading	Section in Document
ITEM	1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	N/A
ITEM	2	OFFER STATISTICS AND EXPECTED TIMETABLE	N/A
ITEM	3	KEY INFORMATION
	3A	[Reserved]
	3B	Capitalization and Indebtedness	N/A
	3C	Reasons for the Offer and Use of Proceeds	N/A
	3D	Risk Factors	Operating and financial review and prospects—Risk factors
ITEM	4	INFORMATION ON THE COMPANY
	4A	History and Development of the Company	Cover page; Business overview; Introduction and use of certain terms; Business overview—Nokia in 2025—Our 2025 highlights; Operating and financial review and prospects—Operating and financial review—Liquidity and capital resources; Operating and financial review and prospects—Shares and shareholders—Share details—Shares and share capital; General facts on Nokia—Alternative performance measures; Operating and financial review and prospects—Significant subsequent events; Financial statements—Notes to the consolidated financial statements—Note 6.2. Acquisitions; Other information—Investor information
	4B	Business Overview	Business overview—Nokia in 2025; Business overview—Strategy; Business overview— Customers and partners; Operating and financial review and prospects—Operating and financial review—Results of segments; Operating and financial review and prospects—Risk Factors; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate information; Financial statements—Notes to the consolidated financial statements—Note 2.2. Segment information; Financial statements—Notes to the consolidated financial statements—Note 2.6. Discontinued operations; General facts on Nokia—Government regulation
	4C	Organizational Structure	Business overview—Nokia in 2025; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate information; Financial statements— Notes to the consolidated financial statements—Note 2.2. Segment information;  Financial statements—Notes to the consolidated financial statements—Note 2.6. Discontinued operations; Financial statements—Notes to the consolidated financial statements—Note 6.3. Principal Group companies
	4D	Property, Plants and Equipment	Financial statements—Notes to the consolidated financial statements—Note 4.2. Property, plant and equipment; Financial statements—Notes to the consolidated financial statements—Note 4.3. Leases; Business overview—Customers and partners —Our supply chain
	4A	UNRESOLVED STAFF COMMENTS	None
ITEM	5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS
	5A	Operating Results	Business overview—Strategy; General facts on Nokia—Government regulation;  Financial statements—Notes to the consolidated financial statements—Section 2. Results for the year; Financial statements—Notes to the consolidated financial statements—Note 5.4. Financial risk management; Operating and financial review and prospects—Operating and financial review

Form 20-F Item Number		Form 20-F Heading	Section in Document
	5B	Liquidity and Capital Resources	Operating and financial review and prospects—Operating and financial review— Liquidity and capital resources; Financial statements—Notes to the consolidated financial statements—Note 5.2. Financial assets and liabilities; Financial statements— Notes to the consolidated financial statements—Note 5.3. Derivative assets and liabilities; Financial statements—Notes to the consolidated financial statements— Note 6.1. Commitments, contingencies and legal proceedings; Financial statements— Notes to the consolidated financial statements—Note 5.4. Financial risk management
	5C	Research and Development, Patents and Licenses etc.	Business overview—Strategy; Business overview—Nokia in 2025—Our operating model in 2025—Nokia Technologies; Operating and financial review and prospects— Operating and financial review—Results of operations; Operating and financial review and prospects—Operating and financial review—Results of segments
	5D	Trend Information	Business overview—Nokia in 2025; Business overview—Strategy
	5E	Critical Accounting Estimates	N/A
ITEM	6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
	6A	Directors and senior management	Corporate governance—Corporate governance Statement
	6B	Compensation	Corporate governance—Remuneration; Financial statements—Notes to the consolidated financial statements—Note 6.4. Related party transactions; Financial Statements—Notes to the consolidated financial statements—Note 3.2. Remuneration of key management; Financial statements—Notes to the consolidated financial statements—Note 3.3. Share-based payments
	6C	Board Practices	Corporate governance—Corporate governance statement; Corporate governance— Remuneration—Remuneration governance
	6D	Employees	Business overview—Nokia in 2025; Operating and financial review and prospects— Operating and financial review—Results of operations—Cost savings program;  Financial statements—Notes to the consolidated financial statements— Note 3.1. Summary of personnel expenses
	6E	Share Ownership	Corporate governance—Remuneration—Remuneration Report 2025; Corporate governance—Corporate governance statement; Financial statements—Notes to the consolidated financial statements—Note 3.3. Share-based payments
	6F	Disclosure of a registrant’s action to recover erroneously awarded compensation	N/A
ITEM	7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
	7A	Major Shareholders	Operating and financial review and prospects—Shares and shareholders
	7B	Related Party Transactions	Financial statements—Notes to the consolidated financial statements—Note 6.4. Related party transactions
	7C	Interests of Experts and Counsel	N/A
ITEM	8	FINANCIAL INFORMATION
	8A	Consolidated Statements and Other Financial Information	Financial statements; Reports of independent registered public accounting firm; Operating and financial review and prospects—Shares and shareholders—Share details—Dividend and share buybacks; Financial statements—Notes to the consolidated financial statements—Note 6.1. Commitments, contingencies and legal proceedings

5 Annual Report

Form 20-F Item Number		Form 20-F Heading	Section in Document
	8B	Significant Changes	Operating and financial review and prospects—Significant subsequent events; Financial statements—Notes to the consolidated financial statements—Note 6.5. Subsequent events
ITEM	9	THE OFFER AND LISTING
	9A	Offer and Listing Details	Operating and financial review and prospects—Shares and shareholders; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate information; Other information—Investor information—Stock exchanges
	9B	Plan of Distribution	N/A
	9C	Markets	Operating and financial review and prospects—Shares and shareholders; Financial statements—Notes to the consolidated financial statements—Note 1.1. Corporate information; Other information—Investor information—Stock exchanges
	9D	Selling Shareholders	N/A
	9E	Dilution	N/A
	9F	Expenses of the Issue	N/A
ITEM	10	ADDITIONAL INFORMATION
	10A	Share capital	N/A
	10B	Memorandum and Articles of Association	Operating and financial review and prospects—Articles of Association; Other information—Exhibits
	10C	Material Contracts	N/A
	10D	Exchange Controls	General facts on Nokia—Controls and procedures—Exchange controls
	10E	Taxation	General facts on Nokia—Taxation
	10F	Dividends and Paying Agents	N/A
	10G	Statement by Experts	N/A
	10H	Documents on Display	Other information—Investor information—Documents on display
	10I	Subsidiary Information	N/A
	10J	Annual Report to Security Holders	N/A
ITEM	11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	Business overview—Strategy; Operating and financial review and prospects—Risk factors—Financial and tax-related uncertainties; Financial statements—Notes to the consolidated financial statements—Note 5.4. Financial risk management; Financial statements—Notes to the consolidated financial statements—Note 4.5. Trade receivables and other customer-related balances
ITEM	12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
	12A	Debt Securities	N/A
	12B	Warrants and Rights	N/A
	12C	Other Securities	N/A
	12D	American Depositary Shares	General facts on Nokia—American Depositary Shares; Introduction and use of certain terms

Form 20-F Item Number		Form 20-F Heading	Section in Document
ITEM	13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	None
ITEM	14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	None
ITEM	15	CONTROLS AND PROCEDURES	Corporate governance—Corporate governance statement—Risk management, internal control and internal audit functions at Nokia; General facts on Nokia— Controls and procedures; Reports of independent registered public accounting firm
ITEM	16	[Reserved]
	16A	AUDIT COMMITTEE FINANCIAL EXPERT	Corporate governance—Corporate governance statement—Our main corporate governance bodies—Board of Directors—Committees of the Board of Directors
	16B	CODE OF ETHICS	Corporate governance—Corporate governance statement—Regulatory framework; Operating and financial review and prospects—Business Integrity; Other information— Exhibits
	16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	Corporate governance—Corporate governance statement—Auditor fees and services; Corporate governance—Corporate governance statement—Audit Committee pre- approval policies and procedures
	16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	None
	16E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	Operating and financial review and prospects—Shares and shareholders—Share details—Purchases of equity securities by the Company and affiliated purchasers Corporate Governance—Remuneration
	16F	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	N/A
	16G	CORPORATE GOVERNANCE	Corporate governance—Corporate governance statement—Regulatory framework
	16H	MINE SAFETY DISCLOSURE	None
	16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	N/A
	16J	INSIDER TRADING POLICIES	Corporate governance—Corporate governance statement—Main procedures relating to insider administration; Other information—Exhibits
	16K	CYBERSECURITY	Corporate governance—Corporate Governance Statement—Risk management, internal control and internal audit functions at Nokia; Corporate governance statement—Our main corporate governance bodies—Board of Directors—Board oversight of cybersecurity; Operating and financial review and prospects—Risk factors —Risks impacting our competitiveness
ITEM	17	FINANCIAL STATEMENTS	Financial statements
ITEM	18	FINANCIAL STATEMENTS	Financial statements
ITEM	19	EXHIBITS	Other information—Exhibits

6 Annual Report

Forward-looking

statements

Certain statements contained in this report constitute “forward-looking

statements.” Forward-looking statements provide Nokia's current expectations of

future events and trends based on certain assumptions and include any statement

that does not directly relate to any current or historical fact. The words “believe,”

“expect,” “expectations,” “anticipate,” “foresee,” “see,” “target,” “estimate,”

“designed,” “aim,” “plan,” “intend,” “influence,” “assumption,” “focus,” “continue,”

“project,” “should,” “is to,” “will,” “strive,” “may,” “could,” “forecast,” or similar

expressions as they relate to us or our management are intended to identify these

forward-looking statements, as well as statements regarding:

a)business strategies, planning assumptions, projects, market expansion, growth

management, and future industry trends and megatrends and our plans to

address them;

b)future performance of our businesses and any future distributions and

dividends;

c)expectations and targets regarding financial performance, results, operating

expenses, cash flows, tariffs, taxes, currency exchange rates, hedging, cost

savings and competitiveness, as well as results of operations including targeted

synergies and those related to market share, prices, net sales, income and

margins;

d)expectations, plans, timelines or benefits related to our transactions,

investments and changes in our organizational and operational structure;

e)market developments in our current and future markets and their seasonality

and cyclicality, including the telecommunication provider and AI & Cloud provider

markets, as well as general economic conditions, future regulatory

developments and the expected impact, timing and duration of potential global

pandemics and geopolitical conflicts on our businesses, our supply chain, our

customers’ businesses and the general market and economic conditions;

f)our position in the market, including product portfolio and geographical reach,

and our ability to use the same to develop the relevant business or market and

maintain our order pipeline over time;

g)any future collaboration or business collaboration agreements or patent license

agreements or arbitration awards, including income from any collaboration or

partnership, agreement or award;

h)timing of the development and delivery of our products and services;

i)the outcome of pending and threatened litigation, arbitration, disputes,

regulatory proceedings or investigations by authorities;

j)restructurings, investments, capital structure optimization efforts, divestments

and our ability to achieve the financial and operational targets set in connection

with any such restructurings, investments, and capital structure optimization

efforts including our ongoing cost savings program;

k)future capital expenditures, temporary incremental expenditures or other R&D

expenditures to develop or rollout new products; and

l)sustainability and corporate responsibility.

These statements are based on management’s best assumptions and beliefs in

light of the information currently available to it and are subject to a number of

known and unknown risks and uncertainties, many of which are beyond our control,

which could cause actual results to differ materially from such statements. These

statements are only predictions based upon our current expectations and views of

future events and developments and are subject to risks and uncertainties that are

difficult to predict because they relate to events and depend on circumstances that

will occur in the future. Risks and uncertainties that could affect these statements

include but are not limited to the risk factors specified under the section “Risk

factors” of this report and in our other filings or documents furnished with the U.S.

Securities and Exchange Commission. Other unknown or unpredictable factors or

underlying assumptions subsequently proven to be incorrect could cause actual

results to differ materially from those in the forward-looking statements. We do

not undertake any obligation to publicly update or revise forward-looking

statements, whether as a result of new information, future events or otherwise,

except to the extent legally required.

7 Annual Report

Introduction

and use of

certain terms

Nokia Corporation (“Parent Company”) is a public limited liability company

incorporated under the laws of the Republic of Finland and registered to the Finnish

Trade Register since 1896. In this Annual Report on Form 20-F, any reference to

“we,” “us,” “Nokia Group,” “the Group,” “the company” or “Nokia” means Nokia

Corporation and its consolidated subsidiaries and generally Nokia’s continuing

operations, except where we separately specify that the term means

Nokia Corporation or a particular subsidiary or business segment only or our

discontinued operations. References to “our shares,” matters relating to our shares

or matters of corporate governance refer to the shares and corporate governance

of Nokia Corporation.

Nokia Corporation has published its consolidated financial statements in euro

for periods beginning on or after 1 January 1999. In this Annual Report on Form 20-

F, references to “EUR,” “euro” or “€” are to the common currency of the European

Economic and Monetary Union, references to “dollars,” “US dollars,” “USD” or “$”

are to the official currency of the United States, references to “Chinese yuan” or

“CNY” are to the official currency of the People’s Republic of China, references to

“INR” or “Indian rupee” are to the official currency of the Republic of India, 

references to “GBP” or “British pound” are to the official currency of the United

Kingdom and references to “Japanese yen” or “JPY” are to the official currency of

Japan.

Additional terms are defined in the “Glossary.”

The information contained in, or accessible through, the websites linked

throughout this Annual Report on Form 20-F is not incorporated by reference into

this document and should not be considered a part of this document.

Nokia Corporation furnishes Citibank, N.A., as Depositary, with its consolidated

financial statements and a related audit opinion of our independent auditors

annually. These financial statements are prepared in accordance with IFRS

Accounting Standards as issued by the International Accounting Standards Board

(IASB) and as adopted by the European Union (EU). In accordance with the rules and

regulations of the SEC, we do not provide a reconciliation of our consolidated

financial statements to the generally accepted accounting principles in the US, or

US GAAP.

We also furnish the Depositary with quarterly reports containing unaudited financial

information prepared in accordance with IAS 34, Interim Financial Reporting, as well

as all notices of shareholders’ meetings and other reports and communications

that are made available generally to our shareholders. The Depositary makes these

notices, reports and communications available for inspection by record holders of

American Depositary Receipts (ADRs), evidencing American Depositary Shares

(ADSs), and distributes to all record holders of ADR notices of shareholders’

meetings received by the Depositary.

In addition to the materials delivered to holders of ADRs by the Depositary, holders

can access our consolidated financial statements, and other information included

in our annual reports and proxy materials, at nokia.com/financials. This Annual

Report on Form 20-F is also available at nokia.com/financials as well as on

Citibank’s website at https://fs11.formsite.com/bHTsOU/r2piq0mgvd/index.

Holders may also request a hard copy of this annual report by calling the toll-free

number 1-877-NOKIA-ADR (1-877-665-4223), or by directing a written request to

Citibank, N.A., Shareholder Services, PO Box 43077, Providence, RI 02940-3081,

United States. With each annual distribution of our proxy materials, we offer our

record holders of ADRs the option of receiving all of these documents electronically

in the future.

1 Nokia Annual Report on Form 20-F 2025

In this report

Business overview	2
Nokia in 2025	3
Advancing connectivity to secure a brighter world	3
Our 2025 highlights	5
Interview with our President and CEO	6
Our financial performance in 2025	9
Our operating model in 2025	10
Our business groups	11
Strategy	13
Our strategy	13
Our technology vision	19
Customers and partners	21
Our customers	21
Our supply chain	24
Corporate governance	25
Corporate governance statement	26
Remuneration	47
Operating and financial review and prospects	65
Selected financial data	66
Operating and financial review	67
Business integrity	79
Environment	84
Shares and shareholders	88
Articles of Association	92

Risk factors	94
Significant subsequent events	113
General facts on Nokia	114
American Depositary Shares	115
Controls and procedures	115
Government regulation	116
Sales in United States-sanctioned countries	116
Taxation	117
Key ratios	120
Alternative performance measures	121
Financial statements	124
Consolidated financial statements	125
Notes to the consolidated financial statements	130
Reports of independent registered public accounting firm	188
Other information	190
Exhibits	191
Glossary	192
Investor information	195
Signatures	196

2 Nokia Annual Report on Form 20-F 2025

Nokia in 2025	3
Advancing connectivity to secure a brighter world	3
Our 2025 highlights	5
Interview with our President and CEO	6
Our financial performance in 2025	9
Our operating model in 2025	10
Our business groups	11

Strategy	13
Our strategy	13
Our technology vision	19
Customers and partners	21
Our customers	21
Our supply chain	24

3 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

Advancing connectivity to

secure a brighter world

Nokia has long been trusted to provide the critical network infrastructure

the world relies on. Today, our technology is connecting intelligence –

powering our customers with advanced connectivity.

Telecommunication

providers

Transforming legacy networks into

high performance, secure platforms to

meet the rising demands of AI

AI & Cloud

Delivering advanced optical and IP

data center connectivity to power AI

computing across continents

Mission Critical

Enterprise & Defense

Connecting the intelligence of

machines, devices, and people for

secure, AI-enabled operations

~€160bn+

R&D investments since 2000

15/20

of the world’s fastest 5G networks use Nokia RAN

+4.4bn

mobile subscriptions supported by Nokia networks

9/10

of the top global hyperscalers use Nokia’s       

optical networks

4 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

Regional split of

employees

North America

10 000

Europe

33 000

Greater China

7 200

Net sales, EURm

19 889

North America

Europe

Greater China

India

Asia Pacific

Latin America

Middle East & Africa

Countries of operation

~130

Average number of employees in 2025

~78 000

Latin America

2 800

Middle East & Africa

2 800

India

18 300

Asia Pacific

3 900

5 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

Our 2025 highlights

New President and

CEO announced

February Justin Hotard was announced as

Nokia’s new President and CEO, joining us

on 1 April. Hotard has more than 25 years’ 

experience with global technology 

companies, driving innovation, technology

leadership and revenue growth. He also

possesses vast expertise in the AI and data

center markets, which are critical  for

Nokia’s future growth.

Closed acquisition

of Infinera

February The acquisition of Infinera

demonstrated our commitment to providing

the infrastructure underpinning the AI

supercycle and capturing the demand that

comes with it. It also improved the scale of our

Network Infrastructure business and allowed

us to pick up the pace of innovation to meet

the requirements of the AI era.

Milestones for Nokia

and Nokia Bell Labs

May Nokia celebrated its 160th birthday in

2025. The company has been through many

transformations over that time, but none has

been more consequential than the switch to

focusing on telecoms in the 1990s. That set us

on the path to becoming what we are today: a

trusted global provider of secure and advanced

connectivity for customers all over the world.

We also celebrated the 100th anniversary of

the world‑renowned research institution Nokia

Bell Labs.

State-of-the-art R&D

campus in Oulu, Finland

September We opened our new, state-of-the-

art campus in Oulu, Finland. The campus is the

world’s most advanced hub for 5G and 6G

radio innovation. On site, 3 000 staff design,

test and deliver next-generation networks.

Those staff draw on the expertise of a local

ecosystem including customers, universities,

start-ups, established technology providers

and NATO facilities.

Announced strategic

partnership with NVIDIA

October We announced that NVIDIA will

invest $1 billion in Nokia as part of a

strategic partnership between our two

companies. Together the two companies will

enable accelerated development and

deployment of next generation AI-native

mobile networks and AI networking

infrastructure.

The partnership will add NVIDIA-powered AI-

RAN products to Nokia’s industry-leading

RAN (radio access networks) portfolio. The

announcement marks the beginning of the

AI-native wireless era, providing the

foundation to support AI-powered

consumer experiences and enterprise

services at the edge.

Together with NVIDIA we will define the next

generation of global connectivity.

New strategy announced

at Capital Markets Day

November We welcomed investors and

analysts to our Capital Markets Day in New

York to share how we are connecting

intelligence and accelerating value creation

for our customers and investors. At the

event Nokia announced a new strategy, as

well as a simplified operating model, a new

long-term financial target, new strategic

KPIs and changes to its Group Leadership

Team.

Expansion with AI & Cloud

2025 We saw real progress in AI & Cloud. We

closed and integrated Infinera. We launched

new 800G pluggables, delivering excellent

optical performance for data centers in a

compact, low-power form factor. We

expanded our data center switching offer with

our new 7220 IXR H6 switching platform,

powered by Broadcom's Tomahawk 6 chipset.

And we generated EUR 2.4 billion in orders

from AI & Cloud customers across the year.

6 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

Interview

with our

President

and CEO

How would you characterize Nokia’s

financial performance in 2025?

Overall, our performance was solid and in line with expectations.

We grew net sales by 3%, delivered approximately EUR 2 billion in

comparable operating profit(1) in line with guidance, and generated

free cash flow(1) of EUR 1.5 billion.

Beneath those headline results was disciplined execution. We

navigated significant foreign exchange headwinds, successfully

closed the Infinera acquisition, and accelerated growth in AI &

Cloud, generating more than EUR 2.4 billion of orders from this

customer segment. Our strong cash generation allowed us to

further strengthen the balance sheet, invest in growth, and fund

our dividend.

(1)Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the

most directly comparable IFRS measures, refer to the “Alternative performance

measures” section.

7 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

“Nokia changed the world once

by connecting people. Now we

can change it again by

connecting intelligence.”

Justin Hotard

President and CEO

What drove performance across the portfolio?

Within Network Infrastructure, we saw strong growth in Optical

Networks, solid performance in IP Networks, and stable results

in Fixed Networks as we repositioned the portfolio. The

integration of Infinera strengthened our competitive position,

particularly with AI & Cloud customers, and increased our

market share in North America.

Cloud and Network Services performed well, growing faster

than the market and improving profitability. Mobile Networks

showed signs of stabilization but remained below our long-

term expectations, and we are sharpening execution

accordingly. Nokia Technologies executed well with a slight

increase in our contracted net sales run-rate to EUR 1.4 billion

and delivered net sales of EUR 1.5 billion with strong

profitability and cash generation.

What strategic actions shaped the year?

2025 was about setting the strategy for where we see the

business going, and aligning the company accordingly. During

the year, we repositioned Nokia to sharpen execution and

focus on where we see the greatest long-term opportunities.

These changes were designed to increase our organizational

clock speed by reducing complexity and accelerating decision-

making.

At our Capital Markets Day in November, we introduced our

new strategy to position Nokia to lead in the AI-driven

transformation of networks and capture the value of the AI

supercycle. We simplified our operating model and reorganized

our business into two primary operating segments — Network

Infrastructure and Mobile Infrastructure — to better align to

customer needs and accelerate innovation as demand for

advanced connectivity increases. This reorganization took

effect as of 1 January 2026.

We also identified several businesses that, while attractive, are

not core to our strategy and decided to move them into

Portfolio Businesses to improve performance and explore

strategic alternatives.

We strengthened our position with telecommunication

providers, accelerated expansion in AI & Cloud, grew in mission

critical enterprise, and moved our defense activities into a

dedicated unit for incubation.

What are you doing to make

Nokia easier to work with?

There are three elements. It starts and ends with the customer.

First, as part of our simplified operating model, we established

a unified Global Sales and Customer Operations organization

for our telecommunication providers and mission critical

enterprise customers, while maintaining deep focus on AI &

Cloud within Network Infrastructure. The result is clearer

accountability and a simpler engagement model.

Second, we strengthened our partnerships — both go-to-

market and strategic technology partnerships. Our collaboration

with NVIDIA to build AI-native networks starting with AI-RAN

reflects our approach: focus our innovation where we

differentiate, and partner with best-of-breed leaders elsewhere.

Third, we simplified internally by consolidating functions,

eliminating overlaps, clarifying accountability, and reinforcing

functional excellence. This aligns with our Team Nokia culture

— clear roles, shared objectives, and collective focus on

delivering innovation that creates value for our customers.

How is AI & Cloud demand affecting Nokia’s

growth, and why does Nokia have a right to win?

AI & Cloud represent the leading edge of the AI supercycle.

Early applications are driving substantial infrastructure

investment in data centers and AI factories. We have focused

our roadmap, integrated Infinera to strengthen optical

capabilities, launched 800G ZR/ZR+ coherent pluggables,

invested in new fab capacity for our optical components, and

introduced our 7220 IXR platform AI-native architectures.

We offer AI & Cloud customers a differentiated alternative built

on performance, quality, and deep optical integration. Our

vertical integration across hardware and software allows us to

optimize power, scale, and reliability — advantages that matter

as AI infrastructure expands.

AI & Cloud customers are increasingly driving the leading edge

of network technology. That positions us to innovate at the

forefront and extend those capabilities across

telecommunications and enterprise markets. As a result, we

are continuing to invest in both our optical and IP networking

businesses for long-term growth and scale.

8 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

How are you approaching capital

allocation and investment discipline?

Our capital allocation principles remain consistent: invest

organically where returns are highest, complemented by

disciplined M&A and targeted minority investments.

Under our strategy, we are increasing investment in Optical

Networks and IP Networks, investing selectively in

differentiation within Mobile Infrastructure — including cloud-

native core, AI-native networks, and 6G — and reducing

exposure to lower-growth areas. We shifted from broad venture

funding to more targeted strategic minority investments.

At the same time, we remain committed to financial discipline

and shareholder returns, including the proposed EUR 0.14 per

share distribution.

What are your priorities for 2026 and beyond?

Our new strategy outlines five strategic priorities: accelerating

growth in AI & Cloud; leading in AI-native networks and 6G;

growing through co-innovation; deploying capital where we

differentiate; and unlocking sustainable returns.

Within that framework, I see three critical areas of focus for 2026.

First, capturing growth in Network Infrastructure, particularly

with  AI & Cloud customers, while improving profitability in

Fixed Networks.

Second, improving gross margin, segment operating profit,

and cash flow in Mobile Infrastructure. While this is not a

structural growth market near-term, it should deliver

consistent returns while we invest in long-term technology

leadership for AI-native networks and 6G.

Third, driving efficiency and productivity across the company.

This includes disciplined cost management, embedding a

culture of continuous improvement, and investing in AI

internally to simplify processes, increase automation, and

accelerate time-to-value from R&D.

Delivering on these priorities is how we create long-term value

for our shareholders.

Do you view culture as a performance driver?

Absolutely. Nokia is a company built from multiple

transformations over time, and building a unified culture is

essential. We are doing this by engaging our leaders and our

entire employee base, so their voice is a part of our cultural

evolution and values.

Team Nokia means clear accountability, empowerment, and

shared objectives. It also means clear ownership and disciplined

follow-through, so that decisions translate into results. We are

making sure every employee understands how their goals and

actions connect directly to Nokia’s overall strategy.

We are reinforcing agility, continuous learning, and streamlined

processes so that innovation translates into measurable

performance and value for our customers and shareholders

and growth opportunities for our employees.

How do you see the outlook for 2026?

In financial terms, we target EUR 2.0 to 2.5 billion of

comparable operating profit(1) in 2026. We expect continued

strong demand trends in Network Infrastructure as we ramp

new products expanding our presence in AI & Cloud and invest

for long-term growth. In Mobile Infrastructure, we see a stable

market environment and are focused on efficiency and

improving profitability.

Overall, our objective in 2026 is to demonstrate clear progress

toward the long-term targets we set at our Capital Markets Day.

As you reflect on your first year as CEO,

how do you view Nokia’s direction?

2025 was my first year as CEO, and it was a year of decisive

action. We clarified our strategy, simplified the company, and

made changes to the leadership team to align accountability with

our strategic priorities and strengthen execution. I’m encouraged

by how the leadership team has stepped up during this transition

and how quickly we are operating as a unified group.

I am proud of the progress Team Nokia has made, and I want to

thank the entire team for their focus and commitment.

I also want to thank the Board, and in particular our Board Chair

Sari Baldauf — who has decided to step down — for her

leadership and support during this transition. I look forward to

continuing to work closely with the Board as we execute our

strategy and unlock Nokia’s full potential.

Nokia changed the world once by connecting people. Now we

can change it again by connecting intelligence.

(1)Non-IFRS measure. For the definition and reconciliation of non-IFRS measures

to the most directly comparable IFRS measures, refer to the “Alternative

performance measures” section.

9 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

Our financial performance in 2025

Our performance in 2025 was a solid foundation for the launch of a new strategy that will position

Nokia to lead network transformation in the AI era and support long-term profitable growth.

Net sales (EURm)

Operating profit (EURm)

Free cash flow (EURm)(1)

Earnings per share (EUR)(2)

Proposed dividend per share (EUR)(3)

150+

Countries served with

Nokia connectivity

27%

Reduction of total GHG

emissions (scopes 1, 2, 3)

from a 2019 base year

€4.9bn

R&D investments in 2025

€2.1bn

Dividends paid since 2023

€1.6bn

Shares repurchased since 2023

(1)Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures, refer to the “Alternative performance measures” section.

(2)Diluted earnings per share for continuing operations.

(3)The Board of Directors proposes to the Annual General Meeting 2026 to be authorized to decide in its discretion on the distribution of an aggregate maximum of EUR 0.14 per share as

dividend from the retained earnings and/or as assets from the reserve for invested unrestricted equity.

10 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

Our operating model in 2025

In 2025, Nokia operated with four business groups as outlined below.

In November 2025, alongside the launch of its new strategy, Nokia announced that it would simplify its operating model into two

primary operating segments, Network Infrastructure and Mobile Infrastructure. This simplification took effect on 1 January 2026

with the new structure described on page 18.

Network Infrastructure

Network Infrastructure delivers optical

transport, IP routing and switching, and fixed

access technology for telecommunication

providers, mission critical enterprise and AI &

Cloud customers.

Segment net sales (EURm)

+23%

Segment operating margin

-190 bps

Cloud and Network Services

Cloud and Networks Services provides open,

secure, automated and scalable software that

accelerates our customers’ journeys to

autonomous networks and new value creation.

Segment net sales (EURm)

+1%

Segment operating margin

+500 bps

Mobile Networks

Mobile Networks creates high-performance

products and services that support advanced

connectivity across all 3GPP mobile

technology generations, enabling a seamless

evolution to future technologies.

Segment net sales (EURm)

-4%

Segment operating margin

-270 bps

Nokia Technologies

Nokia Technologies is responsible for

managing Nokia’s patent portfolio and

monetizing Nokia’s intellectual property,

including patents and technologies.

Segment net sales (EURm)

-22%

Segment operating margin

-790 bps

11 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

Our business groups

Network

Infrastructure

Network Infrastructure provides reliable, high-performing,

trusted solutions that power everything from everyday

communications to AI and essential mission critical systems.

Network Infrastructure delivered net sales of

EUR 8.0 billion in 2025 with a segment

operating margin of 9.8%.

We deliver industry-leading optical, IP, fixed

and data center networking solutions to

telecommunication providers, AI & Cloud

customers, mission critical enterprises,

wholesalers and public sector organizations.

Our trusted, purpose-built connectivity

solutions power the internet, drive the global

economy, and support the mission critical

industries that keep the world running.

Optical Networks

Optical is a critical component of the

infrastructure required to support AI at scale,

and we are investing with a long-term view. We

see rapid adoption of high-speed optical

transmission technology including 1.2T/1.6T

coherent transponders and 800G coherent

pluggables that can drive down cost, space, and

power per bit. The demand for 800G pluggables

is challenging the industry's supply chain. Our

focus is on driving market share gains across the

portfolio, building on our number two global

market position(1), increasing our presence in AI &

Cloud and taking steps to address new emerging

intra-data center component opportunities. 

IP Networks

IP Networks continued to lead in its sector,

holding the number one global position in IP

edge routing(2). Key priorities for the business

include expanding our presence in data center

networks and driving growth in the mission

critical enterprise segment. We saw

encouraging proof points in the second half of

2025 for our data center business, with a

number of significant design wins and

increased order intake.

Fixed Networks

Fixed Networks focuses on advancing fiber

technologies by leading in residential Passive

Optical Networks (PON), innovating chipsets

and platforms, leveraging AI and automation

to increase margins, and expanding PON into

new sectors such as enterprises and data

centers. Continued innovation leadership in

next generation PON technologies, such as

10G, 25G, and 50G, enabled Fixed Networks to

sustain its global number one position in xPON

OLT for the sixth consecutive year. The

business is also number one in 10G (XGS PON)

ONT/OLT, underscoring its strength in high-

speed fiber connectivity solutions(1).

(1)Omdia and Dell’Oro Q3’25

(2)Dell’Oro Q3'25

Cloud and

Network Services

Cloud and Network Services delivers open, secure, automated,

and scalable software that accelerates our customers’ journey

to autonomous networks and new value creation.

Cloud and Network Services (CNS) delivered

net sales of EUR 2.6 billion, with a segment

operating margin of 13.0%.

Cloud and Network Services’ portfolio includes

Core Network software, which is made up of

voice core, packet core, subscriber data

management, and signaling and policy

software for telecommunication providers.

The CNS portfolio also includes Autonomous

Network software which is made up of a

software fabric (called Autonomous Network

Fabric) that supports digital operations,

analytics and AI, and security software. CNS

customers include the largest

telecommunication providers and mission

critical enterprises in the world.

Telecommunication investments remained

stable in 2025 with providers focusing on 5G

expansion while investing in automation and AI

to optimize their networks, reduce costs, and

improve sustainability. Monetization of 5G

investments also remained a top priority

among the larger providers.

In Core Networks, we hold a leading position in

the telecommunications market, with our

technology present in 65% of

telecommunication providers’ 5G SA

networks. Omdia has ranked us number one in

portfolio competitiveness, Core SaaS, cloud-

native readiness, automation, and 5G deals,

with the highest number of 5G SA core

operator customers and live deployments

worldwide. We have achieved our position by

being early to invest in cloud innovation,

containerization, multi-cloud support, and

flexible deployment options.

In Autonomous Networks, we are a market

leader across various domains: ranked number

one in both AI Ops and Cross-Domain Service

Orchestration and number two in Network

Automation Software by Appledore; number

one in Automated Assurance and a leader in

Service Assurance by Analysys Mason; an

innovation leader in Telco Extended Detection

and Response (XDR) security by GigaOm; and a

Leader and Top Innovator for Telco API

platforms by ABI Research.

12 Nokia Annual Report on Form 20-F 2025

Contents

•Nokia in 2025

Strategy

Customers and partners

Our business groups

Mobile

Networks

Mobile Networks creates high-performing products and

services that support advanced connectivity across all 3GPP

mobile technology generations.

Mobile Networks delivered net sales of EUR

7.8 billion in 2025 with a segment operating

margin of 2.8%.

Mobile Networks’ portfolio included products

for radio access networks (RAN) and

microwave radio for transport, network

management and a range of associated

services. We serve telecommunication

providers and mission critical enterprises,

including the defense sector and

governments. The demand environment was

largely stable in 2025.

In 2025, we reinforced our position as a global

RAN supplier, delivering the fastest 5G in 15 of

the 20 fastest 5G countries. Analyst firms like

Dell’Oro and Omdia ranked Nokia third in

global Mobile RAN market share for the first

three quarters.

By the end of the year, we had 408

commercial 5G agreements across key regions

and over 1 000 private wireless customers. In

2024 - 2025, we gained 18 new

telecommunication customers, seven of which

joined in 2025, expanded RAN market share

with 18 customers, and saw 13 existing

customers upgrade to 5G technologies.

Nokia has set itself apart from competitors by

pioneering AI-powered radio access networks

(AI-RAN) solutions in partnership with NVIDIA.

As the first supplier to introduce commercial-

grade AI-RAN products for 5G-Advanced and

6G networks, we leverage the NVIDIA ARC-Pro

accelerated computing platform to evolve our

Cloud RAN into a Cloud AI-RAN solution, and in

our AirScale RAN solutions. The upcoming AI-

RAN capacity plug-in unit for Nokia AirScale

baseband will be optimized for AI-native

traffic, allowing customers to capture greater

opportunities in the AI-driven market cycle.

T-Mobile U.S. is partnering with Nokia and

NVIDIA to drive and test AI-RAN technologies

within its commercial network. We are also

collaborating with NVIDIA on AI-RAN

innovation with SoftBank in Japan and Indosat

Ooredoo Hutchison in Indonesia. Additionally,

with KDDI in Japan, we are researching AI-

RAN’s practical applications and architectures

for future commercial viability.

Building on the achievements of 2025 and

embracing AI-driven networks and next-

generation 5G-Advanced and 6G, we are well

positioned to anticipate industry needs and

shape the future of global connectivity.

Nokia

Technologies

Nokia Technologies conducts research and standardization,

protects our investments by securing patents, and enables

other companies to build on our innovation through licensing.

Nokia Technologies delivered net sales of EUR

1.5 billion, with a segment operating profit of

EUR 1.1 billion.

We continued to diversify our revenue pools

with further progress in our expansion areas,

including automotive, consumer electronics,

Internet of Things (IoT), and multimedia

services. In addition, we continued to invest in

our portfolio to future-proof our business.

Nokia has led wireless and multimedia

innovation for over 30 years, building one of

the industry’s largest high-quality patent

portfolios with more than 26 000 families,

including over 8 000 essential to 5G. Our

inventions range from AI and machine learning

for 5G-Advanced and 6G, to environmental

sustainability solutions, Multi-RAT Spectrum

Sharing, MIMO, and quantum security.

The business group shares Nokia’s technology 

with a wide range of industries by licensing our

foundational wireless and multimedia

innovations. We have dedicated patent

licensing programs for mobile devices,

consumer electronics, IoT devices and

solutions, automotive, and multimedia

services. 

The strength of our assets has made it

possible for us to successfully secure the vast

majority of our patent licensing agreements

without resorting to litigation. This solid

foundation also enables us to establish new

markets through pioneering agreements.

Whenever a device connects to a mobile

network or streams video, it’s powered by

Nokia’s technology. Our inventions are

integrated into more than a billion new devices

worldwide each year. They power entire

industries, enabling smartphones, laptops,

smart TVs, connected cars, smart home

appliances, video streaming platforms, and a

wide range of AR/VR applications.

Building on the strong performance of our

smartphone renewals and the momentum in

our expansion areas, we are well positioned

for continued stability. We have secured

annual contracted recurring revenue of over

EUR 800 million through 2030, providing a

healthy foundation for future success. Our

licensing programs in our expansion areas of

automotive, consumer electronics, IoT and

multimedia now contribute an annual revenue

run-rate of more than EUR 200 million.

13 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

•Strategy

Customers and partners

n

Our strategy

Connecting

intelligence:

Powering

the AI era

We are in the middle of an AI

supercycle, a technology revolution in

which multiple waves of innovation will

build on each other.

As intelligence moves beyond the data center and into the

physical world the AI supercycle will transform how devices

interact, how industries operate, and how people live and

experience technology. This represents a moment of

disruption in which new leaders can emerge and substantial

new value can be created.

As the trusted western provider of secure and advanced

connectivity, our technology is powering the AI supercycle.

From fixed to mobile infrastructure we are developing

technology that accelerates value for our customers.

Significant value creation opportunity in the AI supercycle
Large AI supercycle  market opportunity	A strong innovation roadmap	Key wins validating  strategic milestones
€60bn	€4.9bn	~€2.4bn
‘28 SAM, 9% CAGR(1)	R&D investment in 2025	YTD AI & Cloud orders up 3X(2)
(1)    Serviceable addressable market. Nokia, analyst reports, excluding China/Russia; (2)    YTD 2025 including Infinera from 1 January 2025. AI & Cloud includes AI and data center customers, neocloud, sovereign cloud,         Tier 2/3 cloud providers.

14 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

•Strategy

Customers and partners

Our strategy evolution during 2025

Infinera acquisition

Nokia announced its intent to acquire Infinera, a leader in

optical networking solutions and advanced optical

semiconductors, on 26 June 2024 and the acquisition was

completed on 28 February 2025. Nokia acquired Infinera for a

purchase consideration of EUR 2.5 billion as described in more

detail on page 184. The transaction was aligned with Nokia’s

strategic direction and aimed to provide three primary strategic

benefits:

1.Increased scale in Optical Networks: The combination of

Nokia’s existing optical portfolio with Infinera’s has

created a business with the scale to better compete on all

fronts with the market leaders, and over time, improve

the operating margin and returns generated in the

business.

2.Expanded presence in North America: Nokia’s Optical

Networks business before the acquisition had a strong

position in many regions but the notable weakness was in

North America. This was the region of strength for Infinera

and the acquisition was highly complementary and creates a

stronger global presence.

3.Strengthened position in AI & Cloud: Nokia had only limited

presence in supplying the hyperscalers or even the broader AI &

Cloud markets. Infinera already had deep engagement with

hyperscalers and has built on that post acquisition.

Nokia moved quickly after the completion of the acquisition to

integrate the business. Within just over a month of closing the

acquisition, Nokia communicated to customers how the product

portfolio would evolve. The commercial momentum of the

combined optical business was strong through the rest of 2025.

Leadership transition

In February, Nokia announced a leadership transition that would

see Justin Hotard appointed as President and CEO, succeeding

Pekka Lundmark, with the change taking effect on 1 April 2025.

Following the leadership transition, Nokia entered a period of

strategic assessment. From the start the focus was on capital

allocation to ensure Nokia is investing sufficiently in the key

growth opportunities in the business but also driving for

efficiency across the organization.

While some conclusions of that process were already announced

earlier, Nokia’s new strategy was then fully communicated at

the Capital Markets Day in November 2025. The following pages

outline the strategy Nokia began implementing through 2025

and will focus on executing in 2026 and beyond. 

Capital Markets Day 2025

On 19 November 2025, during our Capital Markets Day, we

announced our new strategy to position Nokia to lead in the AI-

driven transformation of networks and capture the value of the

AI supercycle. It laid out how we would take the lead in

connecting intelligence by becoming faster, more agile, more

focused and more execution-driven. Going forward we will be

guided by five strategic priorities:

▪Accelerate growth in AI & Cloud

▪Lead the next era of mobile connectivity with AI-native

networks and 6G

▪Grow by co-innovating with customers and partners

▪Focus capital where Nokia can differentiate

▪Unlock sustainable returns

To execute on our new strategic direction, we have simplified

Nokia’s operating model, effective from 1 January 2026. Nokia

has moved from four business groups to two primary operating

segments: Network Infrastructure and Mobile Infrastructure.

This simplification will streamline our organization, allowing us

to accelerate innovation, unlock operating leverage and move

faster.

Our ways of working will also change in order to reinforce our

strategic priorities. Going forward we are prioritizing clear roles,

accountability and the empowerment needed to execute at

pace. This will help us move faster, make better decisions, align

ourselves more closely with customers and focus our attention

on where we see the greatest opportunities. This

straightforward, cohesive, customer-focused approach has a

simple name: Team Nokia.

Nokia has already changed the world once. Now we have the

opportunity to change it again. This is the new chapter of Nokia:

focused, differentiated, trusted and already creating value in

the AI era.

15 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

•Strategy

Customers and partners

Our strategic

priorities in action

Strategic priority

01

Accelerate growth in

AI & Cloud

The AI supercycle is a multi-decade, multi-wave

technology transition. We are investing to grow in the

parts of our portfolio that power it, from data centers to

the intelligent edge. These investments, specifically in

Optical Networks and IP Networks, will help us to capture

the demand, growth and value that the AI supercycle is

generating.

Our acquisition of Infinera strengthened our position in

optical transport, enabling us to deliver ultra-fast, reliable

connectivity for hyperscale data centers and AI workloads.

Strategic partnerships with leading technology companies

such as NVIDIA, and investments in providers of sovereign

AI cloud infrastructure such as Nscale, ensure our

solutions are embedded at the heart of global innovation

and value creation.

AI network demand grid
	Reliability | Downtime	Per‑port peak bandwidth		Mobile traffic		Latency
AI-native						Physical AI ▪Self-driving cars ▪General robotics
Open
Trustworthy and secure		Perception AI ▪Speech recognition ▪Deep RecSys ▪Medical imaging	Generative AI ▪Digital marketing ▪Content creation		Agentic AI ▪Coding assistant ▪Customer service ▪Patient care
Extensible	Foundational AI ▪2012 AlexNet

16 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

•Strategy

Customers and partners

Strategic priority

02 Lead the next era of connectivity with AI-native networks and 6G

We’re pioneering trusted, secure, AI-

powered networks.

Currently, most AI data traffic comes from

text-based applications such as large

language models (LLMs). In the future, that

traffic will become more diverse, based on

images, videos and physical devices with

embedded AI, such as augmented reality

glasses. In addition, AI is shifting network

traffic away from the traditional, downlink-

heavy model based on consuming content,

and towards a more balanced, uplink-and-

downlink model based on the creation,

interpretation and uploading of data. In the

AI supercycle networks must not only carry

this AI traffic but also use AI to optimize

performance, reliability, and energy

efficiency.

Our innovations in optical transport, IP

switching, and radio hardware and software

allow networks to meet these demanding

requirements, making it possible to achieve

ultra-low latency, massive capacity and

extreme scalability. Our AI-RAN partnership

with NVIDIA demonstrates our strategic

intent, while ongoing research and

standardization work mean we are already

shaping the qualities and capabilities of 6G.

By cloudifying core network functions,

collaborating with industry leaders and

developing the software that optimizes

networks for the reality of AI, we help our

customers to scale efficiently and securely

as AI traffic grows, agentic AI rolls out and

physical AI becomes more commonplace.

Strategic priority

03 Grow by co-innovating with customers and partners

Our best innovations are built together with

customers, partners and the broader

technology ecosystem. But we want to go

further. We will drive co-creation with our

ecosystem where customers or partner 

competencies complement our own, aiming

to improve product performance, strengthen

our own competitiveness and further

differentiate us in a demanding market. 

Recent examples of this approach include

partnership and investment in Nscale for AI

cloud infrastructure, and collaboration with

NestAI to advance autonomous systems in

defense.

These initiatives demonstrate our ability to

leverage our networking expertise while

integrating complementary capabilities from

partners.

Co-innovation accelerates time-to-market,

strengthens customer relationships, and

ensures solutions deliver measurable

outcomes. Nokia’s recently strengthened

partnership with NVIDIA demonstrates these

benefits – our largest US customer, T-Mobile

US, is an active participant in the

partnership, using it to drive and test AI-RAN

technologies and use cases.

From connecting people to connecting intelligence
Consumer AI traffic growth	Enterprise and industrial AI traffic growth	New network demands
20% CAGR over the next decade	~50% CAGR over the next decade	» Uplink intensity increasing » Traffic variability increasing » Latency sensitivity critical

Synergy model

Telecommunications,

Cloud, Industry,

Defense

Tailored

solutions

with

measurable

outcomes

Nokia

networking

expertise

Hyperscalers,

Industry Leaders,

Enterprises

16 2 Nokia Annual Report on Form 20-F 2025

17 Nokia Annual Report on Form 20-F 2025

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Nokia in 2025

•Strategy

Customers and partners

Strategic priority

04 Focus capital where Nokia can differentiate

We will invest where we can truly differentiate

ourselves from our competitors, ensuring

resources are allocated to areas with clear

technological leadership and market

opportunity.

Elsewhere, we will partner with the best in

the industry to create more value. With our

Core portfolio, for example, we focused on

real software differentiation and partnered

with companies such as Red Hat instead of

building our own cloud stack.

We are pulling back from venture fund

investing in order to focus on selective and

strategic direct minority investments that

support or complement our commercial

endeavors and strategy to drive market

technology leadership.

Our strategy also takes account of

opportunities to achieve organic growth

through R&D, targeted capital expenditure

to expand critical capacity, and selective

mergers and acquisitions, such as our

acquisition of Infinera, that enhance our

capabilities in areas where we can lead. The

creation of our Portfolio Businesses segment

clarifies non-core activities and enables

evaluation of alternative ownership models.

Strategic priority

05 Unlock sustainable returns

We will empower Team Nokia, invest in AI-

enabled productivity and pursue consistent,

durable value for our shareholders.

Internally, our focus on operational

excellence, portfolio simplification and AI-

enabled productivity drives efficiency and

profitability across the organization.

Capital discipline supports balanced and

growing dividends and share buybacks, while

performance improvements and cost

efficiencies can reinforce market share

gains.

By executing our strategic priorities, we aim

to deliver earnings growth, cash generation

and total shareholder returns, further driving

innovation and value creation in the

technology ecosystem.

Capital allocation: approach and resulting opportunity
1	Organic investment: R&D and CapEx	Focused	Near-term profit improvement
2	Inorganic investment: M&A and strategic investments	Prudent
			Long-term growth potential
3	Dividends: recurring, stable and growing over time
		Balanced
4	Share buybacks: excess cash return

Creating long-term value for shareholders
Delivering profit expansion	Position Nokia for long-term growth	Maintaining disciplined approach to capital allocation

18 Nokia Annual Report on Form 20-F 2025

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Nokia in 2025

•Strategy

Customers and partners

Framing Nokia’s future

Our strategy is clear, focused and

positions us to lead. To execute with

maximum efficiency, Nokia must align with

our customers - how they buy, how they

evolve and how they position themselves.

To better align with customer needs and accelerate innovation as

the AI supercycle increases demand for advanced connectivity,

Nokia announced that it would simplify its operating model into

two primary operating segments: Network Infrastructure and

Mobile Infrastructure. This reorganization took effect as of

1 January 2026. During 2025 Nokia still operated under the

previous structure as described on page 10.

The reorganization recognizes Network Infrastructure as a

growth segment, positioned to capitalize on the rapid, global AI

and data center build-out while continuing to innovate for its

telecommunications customer base. The segment consists of

three business units: Optical Networks, IP Networks and

Fixed Networks.

The new Mobile Infrastructure segment brings together Nokia’s

Core Software portfolio, Radio Networks portfolio and Technology

Standards, formerly Nokia Technologies. It will be positioned for

core and radio-network technology and services leadership to

lead the industry towards AI-native networks and 6G.

Nokia Defense is being launched as an incubation unit to serve

as the central go-to-market and R&D hub for Nokia’s defense

portfolio.

This new structure gives us the clarity and accountability we

need to execute with speed and discipline.

Nokia has conducted a thorough review of its business

portfolio. This process identified several units which, despite

some compelling growth opportunities, are not seen as core to

the future of the company’s strategy.

Nokia aims to conclude on a future direction for each unit

during 2026. During this transition, Nokia’s priority will be to

ensure continuity for customers and employees.

Portfolio Businesses include the following units:

▪Fixed Wireless Access CPE

▪Site Implementation and Outside Plant

▪Enterprise Campus Edge

▪Microwave Radio

Business structure: Two operating segments	Our customers	Creating long-term value for stakeholders
Network Infrastructure Mobile Infrastructure	Telecommunication Providers AI & Cloud Mission Critical Enterprise & Defense Technology Licensees	Customer focus and co-innovation Embedding greater agility to position Nokia for long-term sales growth Driving profit growth through operational excellence and efficiency Maintain a disciplined approach to capital allocation

19 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

•Strategy

Customers and partners

Our technology vision

Connecting

intelligence:

Enabling a

supercycle

LLMs, agents, autonomous vehicles – some of the

innovations to have emerged from the first phase of

the AI supercycle are already all around us. To fully

capture the value of that supercycle we must

understand what AI means for connectivity. AI will

blur the boundaries of the physical and the digital

worlds. The connected landscape will completely

change the demands placed on networks.

As a trusted Western provider of secure and advanced connectivity,

Nokia’s technology is powering the AI supercycle. Our technology

provides the infrastructure for AI systems to exchange and process data

in real time. This is vital but far from straightforward: the amount of

complex and diverse AI-native network traffic is increasing exponentially.

Connectivity that hits required KPIs for bandwidth, capacity and latency

will become a major value driver for telecommunication providers as data

flows both ways between data centers and AI-powered devices,

applications and autonomous vehicles.

20 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

•Strategy

Customers and partners

Enterprises must scale their adoption of AI. This means

networks must evolve from delivery channels to integral

components of the AI ecosystem. This is true not only to

capture opportunities enabled by 5G, but to prepare for 6G and

beyond.

But while grasping the potential of AI, enterprises also recognize

that the infrastructure enabling it must be secure and dependable.

Advanced connectivity allows for more devices, machines and

distributed systems to plug into networks. This increases the need

for trust, security and resilience across entire architectures.

Privacy, transparency, accountability and other responsible

principles must be prioritized throughout the development,

implementation and operation of AI models and tools.

For decades, Nokia technologies have driven the digitalization

of networks, from analog sound waves to bits, then to packet

switched technologies across radio, transport, IP switching

domains and the cloud edge. We have peerless visibility across

the network, based on unique datasets that allow us to train,

inference and fine-tune AI models built specifically for

networks.

In RAN, we recently reinforced our AnyRAN portfolio by

expanding our partnership with NVIDIA, bringing their GPUs into

our radio networks and embedding AI-based innovations into

the base bands. This brings GPU support to our proven field-

hardened software on the AI-RAN platform.

In IP routing, our portfolio is built on robust software sitting on

top of unique silicon, as well as a comprehensive portfolio of

data center switches. We are also leaders in Indium Phosphide

photonic integrated circuits, differentiating us from our

competitors. In fixed access, we recently launched the world's

first 50-gig PON and are getting ready for ultra-fast broadband.

In Optical Networks, our innovation in material sciences helps us

achieve previously impossible capacities across fiber optical

cables, doubling previous throughput and interface

performance. Our pluggables give operators and hyperscalers

the flexibility and scalability that the AI era demands.

Tomorrow’s networks won’t just carry data. They will

continuously adapt, protect and improve. AI powers the

networks, and the networks power AI. The benefits will be felt by

network owners and their customers: businesses, public

services and communities, everywhere.

Nokia Bell Labs

Nokia Bell Labs is one of the world’s premier industrial research labs. Celebrating its centenary in 2025 – the same year as Nokia’s 160th anniversary – it brings together mathematicians, engineers, physicists, programmers and other experts to work on some of technology’s biggest challenges. Nokia Bell Labs researches the fields of network fundamentals, automation, semiconductors and devices, and AI and software systems. Current focus areas include: Physical AI: We are building Physical AI models that can interpret a physical scene in real-time. These models allow users to ask “what is happening now?” and issue natural language commands in a variety of settings; the models will reply with an understanding of the physical world and the people and objects that inhabit it.

Space communications: In March 2025, in collaboration with NASA, Intuitive Machines and Lunar Outpost, we deployed the first cellular network on the Moon. AI-native networks and 6G: Throughout 2025 we advanced the 6G ecosystem in multiple domains through co-creation with customers and partners. Work included the exploration of interoperable, multi-vendor AI in wireless networks with Qualcomm Technologies; 6G radio receiver leveraging AI to extend uplink range and enhance coverage with Rohde & Schwarz; and driving innovation in 6G energy efficiency and network resiliency with KDDI Research.

Our R&D, standardization, and IP strength
Innovation leadership Strong innovation roadmaps and co-innovation with customers and partners.	~€160bn	€4.9bn
	R&D investments since 2000	R&D investments in 2025
Standards leadership Ecosystem leadership through standardization. Nokia holds key positions across all major standardization and industry groups.	8 000+	6G
	patent families declared as essential to 5G standards	founding member of Next G Alliance and leadership in Hexa-X-II and 6G- ANNA projects
Patent leadership Constant renewal of industry- leading portfolio.	26 000+
	patent families with vast majority still in force in ten years’ time

21 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

Strategy

•Customers and partners

Our customers

Delivering

value,

consistently

Nokia’s technology is an essential enabler

of the AI supercycle – a revolution that is

already reshaping demand from our

customers. 

Telecommunication providers	Telecommunication providers	Telecommunication providers
70%	70%	15/20
of the world’s 5G standalone networks include Nokia core platforms	of fiber broadband connections in North America use Nokia networks	of the world’s fastest 5G networks rely on our technology
AI & Cloud	AI & Cloud	Mission critical enterprises
9/10	100+	1 000+
of the top global hyperscalers use Nokia’s optical networks	customer relationships	momentum growing in utilities, transportation, public sector, manufacturing and health care

Our customers are contending with the accelerating growth of

AI traffic and the new demands that AI applications are placing

on network performance.

As a trusted global provider of secure and advanced

connectivity, our technology helps our customers capture the

opportunities of an AI-enabled future. We also co-create

solutions with those customers to make sure our product

performance and business competitiveness are second to none.

Our customers comprise four broad groups: Telecommunication

Providers, AI & Cloud, Mission Critical Enterprise & Defense, and

Technology Licensees. Nokia discloses the combination of AI &

Cloud providers and Mission Critical Enterprise in the breakdown of

sales by customer type on page 135. This section analyzes the

current situation with each of those customer groups.

22 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

Strategy

•Customers and partners

01
	Our customers Telecommunication Providers
	Serviceable addressable market: €69 billion, up 2% year-on-year.

Telecommunication providers offer voice and/or data services

through fixed and/or mobile connectivity to consumers,

enterprises, governments and other customers. To stay

competitive, telecommunication providers must unlock new

value, improve performance and bring new services to their

customers, transforming legacy networks into high performance

and secure platforms ready for the demands of the AI supercycle.

Nokia estimates that in 2025 our serviceable addressable

market (SAM) related to telecommunication providers was EUR

69 billion, having increased by 2% from 2024 to 2025, excluding

the impact of changes in foreign currency exchange rates. We

saw moderate market growth in all segments driven by North

America, Middle East, Africa and India.

We expect the SAM to grow moderately, at a 1% compound annual

growth rate (CAGR) between 2025 and 2028 excluding the impact of

changes in foreign currency exchange rates. We expect that fiber, IP

routing and optical networks will grow faster than the overall

telecommunication provider market, driven by the continuous

demand for higher speed access technologies. Meanwhile we expect

RAN investments to track the overall telecommunication provider

market, as 5G continues to roll out. This rollout will drive growth in

software, including 5G Core and all software segments supporting

5G operability and monetization. Long term, we expect growth in the

RAN market following the rise of AI-enabled devices and the demand

for intelligent applications at the edge.

Having invested billions in spectrum, access technologies and

transport infrastructure in recent years, we expect

telecommunication providers to remain focused on the

monetization and cost optimization of their assets. They are

also considering divesting from passive infrastructure and

transitioning towards network sharing models, which might

reduce demand for network vendor equipment. We have also

seen some telecommunication providers adopt cloud-based

operational and business models, which may allow for new

market entrants, accelerate innovation and create market share

opportunities for technology leaders, including Nokia.

02
	Our customers AI & Cloud
	Serviceable addressable market:                    €17 billion, up 28% year-on-year.

AI & Cloud providers are building the physical infrastructure of

the AI economy at unprecedented speed. To meet rising demand,

they need ultra-high-performance connectivity to deliver high

capacity hyperscale connectivity across continents and within the

data center. Increasingly, they rely on Nokia to power their AI

factories in some of the most complex networks ever seen – nine

of the world’s top 10 hyperscalers use Nokia’s optical technology.

We estimate that in 2025, Nokia’s SAM related to AI & Cloud

providers was EUR 17 billion, having increased by 28%,

excluding the impact of changes in foreign currency exchange

rates from 2024 to 2025. This was driven by an acceleration of

data center networking roll-outs, especially by hyperscalers.

Our SAM for AI & Cloud providers consists mainly of optical and

IP networks, providing conduits for the data and compute that

power AI training and real-time inference. Within optical

networks, we expect that data center interconnect will drive

strong growth, while the rapid increase in data traffic required

by AI & Cloud providers will necessitate the adoption of higher

bit rate technologies in IP networks.

The largest global AI & Cloud providers are structurally important

parts of the telecommunications ecosystem. As well as building the

AI factories that enable the AI supercycle, they partner with

telecommunication providers to co-locate edge stacks on-premises

and they aim to run telecommunications network workloads on

their cloud infrastructure. As such, AI & Cloud providers are

customers, partners and potential competitors in some areas.

We forecast this market to grow at 26% CAGR until 2028, excluding

the impact of changes in foreign currency exchange rates.

23 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

Strategy

•Customers and partners

03	Our customers Mission Critical Enterprise & Defense
	Serviceable addressable market: €13 billion, up 11% year-on- year.

Mission critical enterprises are those in which connectivity is a

strategic asset helping to deliver persistent connectivity for

operations that simply cannot fail. They include public utilities,

rail and transportation, emergency services and militaries.

Mission critical enterprises demand the best, most reliable, most

resilient connectivity on the market, often in challenging

locations and situations. From emergency response and grid

restoration to real-time train control, they require networks that

deliver always-on connectivity across wide and indoor areas,

ultra-low latency for instant command and automation, and

robust end-to-end security. This is why mission critical

enterprises are replacing siloed legacy systems with higher-

performance dual-use technologies, such as 5G, which can be

optimized for specific use cases while remaining more affordable

and delivering higher performance than bespoke technologies.

We see defense as a particularly important part of the mission

critical enterprise market. Militaries are accelerating their

spending, including on robust, resilient and secure

communications technologies, especially those that are dual-

use. Nokia is a trusted partner to the defense community and

an innovation leader in cloud, fixed and wireless networks. We

provide best-in-class dual-use technologies that can enhance

defense communications and accelerate the digital

transformation of defense assets.

We estimate that in 2025, Nokia’s SAM related to mission critical

enterprises was EUR 13 billion, having increased by 11%,

excluding the impact of changes in foreign currency exchange

rates from 2024 to 2025. This was driven by strong growth in

both Network Infrastructure, especially in data center networks,

and Mobile Networks.

We forecast this market to grow at 14% CAGR until 2028,

excluding the impact of changes in foreign currency exchange

rates.

04	Our customers Technology Licensees
	Total revenue: €1.5 billion down 22% year-on-year.

Technology licensees are companies that have agreed licenses

to use Nokia’s intellectual property in their products. This

includes the licensing of Nokia’s industry leading patent

portfolio and the licensing of technologies for integration into

consumer devices.

The vast majority of Nokia Technologies’ revenue comes

from patent licensing. We have patent licensing agreements

with most of the world’s major smartphone vendors and

with most Western car makers.

In addition to mobile devices and automotive, we run patent

licensing programs for consumer electronics, video services and

the wider IoT domain.

In total, we have more than 250 licensees across all our

programs, including companies like Apple, Samsung, Lenovo,

and Mercedes-Benz.

24 Nokia Annual Report on Form 20-F 2025

Contents

Nokia in 2025

Strategy

•Customers and partners

Own manufacturing As of 31 December 2025, the production capacity for sites owned by us is noted below:
Country	Location and products(1)	Productive capacity, net (m2)(2)
Finland	Oulu: Base Stations	11 500
India	Chennai: Base Stations, Radio Controllers and Transmission Systems, Fixed Networks	15 500
The United States	Sunnyvale, California(3): Compound Semiconductor Wafer Fab and Test Facility	2 300
The United States	Allentown, Pennsylvania(4): Production and Development of Advanced Packaging and Test of Photonic integrated Circuits	2 400
(1)We consider the production capacity of our manufacturing network to be sufficient to meet the requirements of our business. The extent of utilization of our manufacturing facilities varies from plant to plant and from time to time during the year. None of these facilities is subject to a material encumbrance. During 2025, there were no site disposals. During 2024, Nokia disposed of the following sites: 1) Calais: submarine cables (France), 61 000 m2 net productive capacity. 2) Greenwich: submarine cables (United Kingdom), 11 000 m2 net productive capacity. 3) Hannover: radio frequency systems (Germany), 23 500 m2 net productive capacity. 4) Suzhou: radio frequency systems (China), 13 500 m2 net productive capacity. During 2023, Nokia disposed of the following sites: 1) Trignac: radio frequency systems (France), 7 300 m2 net productive capacity. 2) Meriden: radio frequency systems (The United States), 31 000 m2 net productive capacity. 3) Bydgoszcz: remanufacturing, product integration (Poland), 15 200 m2 net productive capacity. (2)Production capacity equals the total area allotted to manufacturing and to the storage of manufacturing-related materials. (3)Leased site. (4)In addition to the Allentown site owned by Nokia, as of February 2026, Nokia has leased an additional site in Allentown that is expected to expand the production capacity by approximately 1 800 m2.  In addition to the above-mentioned sites, Nokia has in February 2026 completed the purchase of a previously leased facility in San Jose, California (the United States) on which a new Compound Semiconductor Wafer Fab is expected to begin production in 2027 and additional construction will continue to expand the capacity of the site through 2028. The productive capacity of the site is expected to reach 2 600 m2. Funding of the California expansion includes USD 40  million of the total USD 93 million in direct funding from the U.S. Department of Commerce under the CHIPS Act and other federal, state, and local incentives (including available investment tax credits). Up to USD 53 million of the CHIPS Act grant funding and federal (including available investment tax credits) and state incentives, may also be used for a potential project in Pennsylvania relating to photonics packaging and testing. For more details, please refer to Note 4.2. Property, plant and equipment in the consolidated financial statements.

Our supply chain

Trusted relationships

Nokia’s diversified and sustainable supply chain is a strategic

asset for us, our customers and consumers of connectivity.

Our end-to-end operations include sourcing, demand and

supply planning, manufacturing, distribution and logistics. In

2025, we purchased over EUR 11 billion worth of products and

services from around 9 000 suppliers.

While the operating environment remained challenging in 2025,

we continued to develop risk and cost management capabilities,

robust partnerships and a regional approach.

Focus on risk and cost management

Demand for our products remains volatile, driven by macro-

economic conditions and growth in AI & Cloud infrastructure. To

address market fluctuations and supply-chain disruptions, we

work with customers to develop robust mid- and long-term

forecasts, enabling effective risk management, cost-efficiency

prioritization and enhanced resilience. Our rigorous inventory-

management practices mitigate the risk of excess stock.

We continued to develop our risk management capabilities,

supported by increased digitalization and automation.

Inventories and safety buffers were largely kept upstream on a

component level, increasing the flexibility to react to any

potential short-term product type changes.

Building resilience

We continuously optimize our manufacturing, distribution and

supplier networks, ensuring several manufacturing sources for

key volume products. We also leverage AI capabilities to better

develop our supply chain and factory network.

Our geographically dispersed manufacturing network consists

of both our own manufacturing (4% of the network, based on

number of sites) and contract manufacturing partners. Our

network is strategically located around the world, and each year

our spending percentage varies depending on regional demand.

In 2025, our spend spread was: Europe 28%, Asia Pacific,

Japan/India 44%, China 16% and the Americas 12%.

The Infinera acquisition gave Nokia the capability to build key

optical semiconductor components with its internal Indium

Phosphide (InP) wafer fab capability in California, US. InP

components are a key element of Optical transceivers and

transponders. Having capability in-house derisks a critical

element of our supply chain. In addition, Nokia has a site for the 

advanced packaging and testing of these components.

Sustainability enablement and innovation

We expect suppliers to follow our Third-party Code of Conduct

and Nokia Supplier Requirements. These cover topics such as

environment, responsible minerals and modern slavery and are

embedded in our due-diligence and supplier support efforts.

In 2025, we implemented 788 supply chain audits. The findings

and corrective actions give us confidence that we are reducing

risks related to safety, labor and human rights. We established a

Sustainability criteria in our Supply Chain Finance framework,

benefitting suppliers with strong sustainability performance. 

We are committed to cutting 50% of our absolute scope 1, 2

and 3 greenhouse gas emissions by 2030. We are also

committed to overall net-zero by 2040 across our value chain.

In 2025, we reached a 100% share of renewable electricity in

our own factories.

We have increased recycled content in mechanical parts and aim

to reach at least 50% recycled aluminum, copper, steel, and

polymerics by 2030. We further strengthened the traceability

and conflict-free status of relevant minerals in our supply chain.

25 Nokia Annual Report on Form 20-F 2025

Corporate governance statement	26
Regulatory framework	26
Main corporate governance bodies of Nokia	27
General Meeting of Shareholders	27
Board of Directors	28
Group Leadership Team and the President and CEO	40
Risk management, internal control and internal audit functions at Nokia	44
Main procedures relating to insider administration	46
Auditor fees and services	46

Remuneration	47
Highlights	47
Remuneration Report 2025	48
Letter from the Chair of the Personnel Committee of the Board	48
Introduction	50
Pay for performance	51
Global peer group	51
Remuneration of the Board of Directors	52
Remuneration of the President and CEO	53
Remuneration Policy	58
The updated Remuneration Policy for the Board of Directors	58
The updated Remuneration Policy for the President and CEO	59
Remuneration governance	62
Remuneration of the Nokia Group Leadership Team in 2025	63

26 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Corporate governance statement

“Strong governance is the foundation of Nokia’s long-term success. In 2025, our Board of Directors continued to drive strategic

direction as well as support and oversee management performance, promoting transparency and accountability across all operations.”

Highlights in our corporate

governance during 2025

▪Justin Hotard was announced as Nokia’s new President

and CEO, joining us on 1 April. Hotard has broad 

experience with global technology companies, driving

technology leadership, innovation and revenue growth.

▪In March 2025, we published Nokia’s first sustainability

statement aligned with the EU Corporate Sustainability

Reporting Directive and Finnish regulation, marking a

significant step in our ESG journey.

▪At the 2025 Annual General Meeting (AGM) our

shareholders reaffirmed their support for the Board’s 

proposals with a record high overall vote turnout. Our

shareholders were also able to follow the meeting via

webcast and submit verbal and written questions.

▪We have continued our proactive stance on AI

governance through our robust AI governance

framework at Nokia. We have defined our guiding AI

principles through Nokia Bell Labs, and mobilized our

cross-functional teams to ensure readiness for every

regulatory milestone.

▪We have had the pleasure to engage with several of our

largest shareholders during 2025 to discuss Nokia’s

sustainability, remuneration and governance practices,

and their expectations in these areas. We also welcomed

NVIDIA as our shareholder in connection with our

strategic partnership agreement, reinforcing our

commitment to innovation and collaboration.

This corporate governance statement is prepared in accordance

with Chapter 7, Section 7 of the Finnish Securities Markets Act

(2012/746, as amended) and the Finnish Corporate Governance

Code 2025 (the “Finnish Corporate Governance Code”).

Regulatory framework

Our corporate governance practices comply with Finnish laws

and regulations, our Articles of Association approved by the

shareholders and our corporate governance guidelines

(“Corporate Governance Guidelines”) adopted by the Board of

Directors. The Corporate Governance Guidelines reflect our

commitment to strong corporate governance. They include the

directors’ responsibilities, the composition and election of the

members of the Board and its Committees, and certain other

matters relating to corporate governance. We also comply with

the Finnish Corporate Governance Code adopted by the

Securities Market Association.

We follow the rules and recommendations of Nasdaq Helsinki

due to the listing of our shares on this exchange (ticker code

“NOKIA”). During 2025 we also complied with the rules of

Euronext Paris prior to delisting our shares on 31 December

2025. Furthermore, due to the listing of our American

Depositary Shares on the New York Stock Exchange (NYSE)

(ticker code “NOK”) and our registration under the U.S.

Securities Exchange Act of 1934, we follow the applicable U.S.

federal securities laws and regulations, including the Sarbanes-

Oxley Act of 2002 as well as the rules of the NYSE, in particular

the corporate governance standards under Section 303A of the

NYSE Listed Company Manual. We comply with these standards

to the extent such provisions are applicable to us as a foreign

private issuer.

To the extent compliance with any non-domestic rules would

conflict with the laws of Finland, we are obliged to comply with

Finnish laws and applicable regulations. There are no significant

differences in the corporate governance practices applied by

Nokia compared with those applied by U.S. companies under the

NYSE corporate governance standards with the exception that

Nokia complies with Finnish law with respect to the approval of

equity compensation plans. Under Finnish law, stock option

plans require shareholder approval at the time of their launch.

All other plans that include the delivery of company stock in the

form of newly issued shares or treasury shares require

shareholder approval at the time of delivery of the shares

unless shareholder approval has been granted through an

authorization to the Board, a maximum of five years earlier. The

NYSE corporate governance standards require that equity

compensation plans are approved by the company’s

shareholders. Nokia aims to minimize the necessity for, or

consequences of, conflicts between the laws of Finland and

applicable non-domestic corporate governance standards.

In addition to the Corporate Governance Guidelines, the

Committees of the Board have adopted charters that define

each Committee’s main duties and operating principles. The

Board has also adopted the Code of Conduct that applies to

directors, executives, and employees of Nokia, as well as

employees of Nokia’s subsidiaries and affiliated companies

(such as joint ventures) in which Nokia owns a majority of the

shares or exercises effective control. Furthermore, the Board

has adopted the Code of Ethics and Executive Officer Clawback

Policy applicable to our key executives, including the President

and CEO, CFO and Corporate Controller.

27 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Our main corporate governance bodies

Pursuant to the provisions of the Finnish Limited Liability

Companies Act (2006/624, as amended) (the “Finnish

Companies Act”), the legislation under which Nokia operates,

and Nokia’s Articles of Association, the control and

management of Nokia are divided among shareholders at a

general meeting, the Board, the President and CEO and the

Group Leadership Team, chaired by the President and CEO.

General Meeting of Shareholders

Nokia’s shareholders play a key role in corporate governance,

with our Annual General Meeting offering a regular

opportunity to exercise their decision-making power in Nokia.

In addition, at the meeting the shareholders may exercise

their right to speak and ask questions.

Each Nokia share entitles a shareholder to one vote at general

meetings of Nokia. The Annual General Meeting decides,

among other things, on the election and remuneration of the

Board, the adoption of annual accounts, the authorization for

the Board to distribute dividend or other assets, discharging

the members of the Board and the President and CEO from

liability, as well as on the election and fees of the external

auditor and the sustainability reporting assurer. The

Remuneration Policy is presented to the general meeting at

least every four years and the Remuneration Report is

presented annually. Resolutions of the general meeting

regarding the policy and the report are advisory in nature.

In addition to the Annual General Meeting, an Extraordinary

General Meeting may be convened when the Board considers

such a meeting to be necessary, or when the provisions of the

Finnish Companies Act mandate that such a meeting must be

held.

The Finnish Companies Act was amended in 2022 to enable

limited liability companies to hold hybrid and virtual-only

general meetings. A virtual general meeting, as defined by the

Finnish Companies Act, is a meeting held without a physical

meeting venue, where shareholders must be able to exercise

their shareholder rights in full by virtual means, including

voting in real time and asking questions orally during the

meeting.

The Finnish legislation can be considered a leading example of

protecting shareholders’ rights in virtual general meetings. In

the future, virtual general meetings are expected to improve

the position of nominee-registered shareholders residing

outside of Finland, who may have been unable to attend the

general meeting in person or be represented by proxy. The

reduced carbon footprint is also one of the benefits of virtual

general meetings.

Annual General Meeting 2025 and 2026

The Annual General Meeting 2025 took place at Finlandia Hall,

Helsinki, on 29 April 2025. We were pleased to see the high

number of votes cast representing approximately 61.4% of all

outstanding shares and votes. For the fourth consecutive year,

the turnout for the vote stood at a record-high level.

Corporate governance framework
	General Meeting of Shareholders
External Audit Sustainability Assurance	Board of Directors Audit, Corporate Governance and Nomination, Personnel, Strategy, Technology Committees	Internal Audit
	President and CEO Group Leadership Team

A total of 106 746 shareholders representing approximately

3 304 million shares and 58.9% of all the shares and votes in

the Company participated the Annual General Meeting. On the

other hand, we once more saw a lower number of shareholders

attending in person. To facilitate shareholder participation and

digital options to follow the meeting, the Company offered

the opportunity to cast votes in advance and to follow the

meeting and ask questions through a live webcast, both in

writing and orally.

Nokia Corporation’s Annual General Meeting 2026 is planned to

be held on 9 April 2026. The Board’s proposals to the Annual

General Meeting 2026 were published on 29 January 2026.

28 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Board of Directors

The operations of Nokia are managed under the direction of the

Board, within the framework set by the Finnish Companies Act,

Nokia’s Articles of Association and any complementary rules of

procedure as defined by the Board, such as the Corporate

Governance Guidelines and the charters of the Board’s

Committees.

Election of the Board of Directors

Pursuant to our Articles of Association, we have a Board that is

composed of a minimum of seven and a maximum of 12 members.

The members of the Board are elected at least annually at each

Annual General Meeting. The candidates are considered individually

and those receiving the most votes shall be elected pursuant to

the Finnish Companies Act. The term of the Board members begins

at the close of the general meeting at which they were elected and

expires at the close of the following Annual General Meeting.

The Annual General Meeting convenes by 30 June annually.

Our Board’s leadership structure consists of a Chair and Vice

Chair elected annually by the Board and confirmed by the

independent directors of the Board upon the recommendation

of the Corporate Governance and Nomination Committee. The

Chair of the Board has certain specific duties as stipulated by

Finnish law and our Corporate Governance Guidelines. The Vice

Chair assumes the duties of the Chair of the Board in the event

the Chair is prevented from performing his or her duties.

The independent directors of the new Board confirm the

election of the members and chairs for the Board’s Committees

from among the Board’s independent directors upon the

recommendation of the Corporate Governance and Nomination

Committee and based on each Committee’s qualification

standards. These elections take place at the Board’s assembly

meeting following the general meeting.

The Corporate Governance and Nomination Committee aims to

continually renew the Board to have an efficient Board of

international professionals with a mix of skills, experience and

other personal qualities in line with the diversity principles

established by the Board. The Committee considers potential

director candidates based on the short-term and long-term

needs of the Company. In the process of identifying and selecting

the candidates matching these needs and desired profiles, the

Committee engages recruitment firms and external advisers.

Board independence

In accordance with the Corporate Governance Guidelines

adopted by the Board of Directors, the Nokia Board shall have a

majority of directors who meet the criteria for independence as

defined by the Finnish Corporate Governance Code and the

rules of the NYSE. All members of the Board’s Audit, Personnel,

Corporate Governance and Nomination Committees as well as

the majority of the Strategy and Technology Committees shall

be independent Directors under the same criteria.

The Board will monitor its compliance with these requirements

for director independence on an ongoing basis. Each

independent director is expected to notify the Chair of the

Corporate Governance and Nomination Committee, as soon as

reasonably practicable, in the event that his or her personal

circumstances change in a manner that may affect the Board’s

evaluation of such director’s independence. The Board of

Directors evaluates the independence of its members annually

and, in addition to this, on a continuous basis with the assistance

of the Corporate Governance and Nomination Committee.

Board composition

The Board has adopted diversity principles, demonstrating our

commitment to promoting a well-balanced Board composition.

These principles are embedded in our processes and practices

for identifying and proposing new candidates for the Board, as

well as for the re-election of current members.

For Nokia, Board composition is not static, but evolves over time

based on the relevant business objectives and future needs. We

view Board diversity as one of factors that strengthen the

Board’s overall effectiveness rather than an end in itself.

Diversity of our Board is considered from a number of aspects

including, but not limited to, skills and experience, tenure, age,

nationality, cultural and educational backgrounds, gender, as

well as other individual qualities.

29 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Current members of the Board of Directors

The Annual General Meeting held on 29 April 2025 elected ten

members to the Board for a term ending at the close of the next

Annual General Meeting. Timo Ahopelto, Sari Baldauf, Elizabeth

Crain, Thomas Dannenfeldt, Lisa Hook, Mike McNamara, Thomas

Saueressig, and Kai Öistämö were re-elected as Board

members. Pernille Erenbjerg and Timo Ihamuotila were elected

as new Board members. Following the meeting, the Board re-

elected Sari Baldauf to serve as Chair and Timo Ihamuotila as

Vice Chair of the Board for the same term.

In the current Board composition, 40% of the Board members

are female. There are currently five different nationalities and a

rather wide age and tenure range represented on the Board.

The current members of the Board are all non-executive and for

the term that began at the Annual General Meeting 2025, all

Board members were determined to be independent of Nokia

and its significant shareholders under the Finnish Corporate

Governance Code and the NYSE rules, as applicable.

In addition to biographical information of the Board members,

the table in the upper right corner sets forth the number of

shares and American Depositary Shares (ADSs) held by the

Board members. At 31 December 2025, they held a total of

1 092 401 shares and ADSs in Nokia, representing

approximately 0.02% of our total shares and voting rights

excluding shares held by the Nokia Group.

Each Board member has a unique skill set that supports Nokia's

business. The primary areas of expertise of the current and

proposed Board members are highlighted in the skills matrix

shown to the right.

Biographical details of the Board members

	Gender	Year of Birth	Nationality	Tenure(1)	Independent of the company and major shareholders	Shares(2)	ADSs(2)
Sari Baldauf (Chair)	Female	1955	Finnish	7	Independent	385 046
Timo Ihamuotila (Vice Chair as of 29 April 2025)	Male	1966	Finnish	0	Independent	119 624
Timo Ahopelto	Male	1975	Finnish	2	Independent	62 082
Elizabeth Crain	Female	1964	American	2	Independent		67 467
Thomas Dannenfeldt	Male	1966	German	5	Independent	166 802
Pernille Erenbjerg	Female	1967	Danish	0	Independent	17 840
Lisa Hook	Female	1958	American	3	Independent		78 290
Mike McNamara	Male	1964	Irish	1	Independent	42 664
Thomas Saueressig	Male	1985	German	3	Independent	74 322
Kai Öistämö	Male	1964	Finnish	3	Independent	78 264
(1)Terms as Nokia Board member before the Annual General Meeting on 29 April 2025. (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 equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included.

Experience and primary skills of the Board members

	Business Exec. role with P&L responsibility	External boardroom roles/ Governance	Finance and accounting	Legal/Public policy/ Compliance	Telecommunication providers market segment	Enterprise market segment	Technology	Cybersecurity	Environmental /Social issues
Current Board members
Sari Baldauf	✔	✔		✔	✔		✔		✔
Timo Ihamuotila	✔	✔	✔	✔		✔	✔
Timo Ahopelto	✔	✔				✔	✔	✔
Elizabeth Crain	✔	✔	✔	✔
Thomas Dannenfeldt		✔	✔		✔	✔	✔
Pernille Erenbjerg	✔	✔	✔		✔		✔	✔	✔
Lisa Hook	✔	✔		✔	✔	✔	✔	✔
Mike McNamara	✔	✔				✔	✔	✔
Thomas Saueressig	✔	✔			✔	✔	✔	✔	✔
Kai Öistämö	✔	✔			✔		✔	✔	✔
Proposed new Board member
Meredith Whittaker	✔	✔		✔			✔	✔

30 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Director time commitments

The Corporate Governance and Nomination Committee

monitors closely the time commitments of the Board members

and annually reviews the Directors’ attendance rate at the

Board and Committee meetings to ensure they are able to

devote the appropriate time to the Company to carry out their

duties and responsibilities.

The Corporate Governance Guidelines of the Board include

numerical limits and a process for pre-clearance of new roles in

public companies. Directors should not serve on more than four

other boards of public companies in addition to the Nokia

Board, and on no more than three other boards of public

companies in addition to the Nokia Board, in cases where they

serve as board chair or lead independent director outside the

Nokia Board. The Audit Committee members should not serve

on more than two other audit committees of public companies

in addition to the Nokia Audit Committee.

No positions in excess of these limits may be held without prior

consent by the Chair of the Board and the Chair of the

Corporate Governance and Nomination Committee determining

that such positions would not impair the Director’s service on

the Nokia Board or Audit Committee.

The Corporate Governance and Nomination Committee will

annually, ahead of preparing the proposal on the Board

composition, review and assess the Directors’ current and

planned time commitments outside the Company to seek

affirmation that all Directors acknowledge the time

commitment principles set forth in the Corporate Governance

Guidelines of the Board.

The Committee also reviews under its related guidelines and

procedures the proposed new Director candidates’ time

commitments during the proposed term to ensure that they are

able to dedicate sufficient time to their responsibilities on the

Nokia Board.

Proposed members of the Board of Directors

Proposals of the Board of Directors to the Annual General

Meeting 2026 were published on 29 January 2026. On the

recommendation of the Corporate Governance and Nomination

Committee, the Board proposes to the Annual General Meeting

that the number of Board members be ten. The Board Chair Sari

Baldauf has informed the Committee that she will no longer be

available to serve on the Nokia Board of Directors after the

Annual General Meeting.

Consequently, on the recommendation of the Corporate

Governance and Nomination Committee, the Board proposes

that the following nine current Board members be re-elected as

members of the Nokia Board of Directors for a term ending at

the close of the next Annual General Meeting: Timo Ahopelto,

Elizabeth Crain, Thomas Dannenfeldt, Pernille Erenbjerg, Lisa

Hook, Timo Ihamuotila, Mike McNamara, Thomas Saueressig and

Kai Öistämö.

Furthermore, the Board proposes, on the recommendation of

the Corporate Governance and Nomination Committee, that

Meredith Whittaker, a United States citizen and President of

Signal Technology Foundation, be elected as a new member of 

the Board for a term ending at the close of the next Annual

General Meeting. If elected, Ms. Whittaker is expected to bring

valuable experience in artificial intelligence, digital risk, and

technology governance, thereby strengthening the Board’s

oversight of emerging technologies.

The Corporate Governance and Nomination Committee will

propose in the assembly meeting of the new Board of Directors

that Timo Ihamuotila be elected to serve as Chair of the Board

and Thomas Saueressig be elected to serve as Vice Chair of the

Board, subject to their election to the Board of Directors.

The Board composition proposed to the Annual General Meeting

2026 has representation of five nationalities and 40% of the

proposed members are female.

All Board member candidates, apart from Meredith Whittaker,

have been determined to be independent of the Company and

its significant shareholders for the term beginning from the

Annual General Meeting 2026 under the Finnish Corporate

Governance Code and the rules of the NYSE. Ms. Whittaker has

agreed to lead a strategic advising effort for Nokia Bell Labs,

Nokia’s global research arm, for a fixed fee and period of 12

months. Due to the research-focused advisory role, Ms.

Whittaker has been determined non-independent of the

Company. Nokia has strict and well-defined conflict-mitigation

measures in place, including the exclusion of Ms. Whittaker from

any business activities and operational decisions. Further, if

elected, Ms. Whittaker will refrain from joining Board

Committees other than the Technology Committee. Any

possible changes impacting the Board candidates’

independence would be assessed separately as at the date of

the Annual General Meeting.

Nokia is proud to continue to be among the first Finnish listed

companies providing its shareholders with the opportunity to

consider each Director candidate individually since our Annual

General Meeting 2023.

31 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Biographical details of our current Board members

C	P	S	C	S	P	T	P	S
Chair Sari Baldauf			Vice Chair Timo Ihamuotila		Timo Ahopelto		Elizabeth Crain
b. 1955			b. 1966		b. 1975		b. 1964

Chair of the Nokia Board since 2020.

Nokia Board member since 2018.

Member of the Corporate Governance

and Nomination Committee, the

Personnel Committee and the Strategy

Committee.

Master of Business Administration and

Bachelor of Science, Helsinki School of

Economics and Business

Administration, Finland. Honorary

doctorates in Technology (Helsinki

University of Technology, Finland) and

Business Administration (Turku School

of Economics and Business

Administration and Aalto University

School of Business, Finland).

Executive Vice President and General

Manager, Networks Business Group,

Nokia 1998–2005. Various executive

positions at Nokia in Finland and in the

United States 1983–1998.

Member of the Board of Directors of

the Finnish Climate Leadership

Coalition (CLC). Senior Advisor of DevCo

Partners Oy.

Member of the Board of Technology

Industries of Finland 2021–2023. Member

of the Board of Directors of Aalto

University 2018–2023. Member of the

Supervisory Board of Mercedes-Benz

Group AG 2008–2023. Member of the

Supervisory Board of Deutsche Telekom

AG 2012–2018. Chair of the Board of

Directors of Fortum Corporation 2011–

2018. Member of the Board of Directors

of Akzo Nobel 2012–2017.

Vice Chair of Nokia Board since 2025.

Nokia Board member since 2025. Chair

of the Corporate Governance and

Nomination Committee and member of

the Strategy Committee.

Licentiate of Science (Finance), Helsinki

School of Economics, Finland. Master of

Science (Economics), Helsinki School of

Economics, Finland.

Chief Financial Officer and Member of the

Group Executive Committee of ABB Ltd,

2017–2026 (until 31 Jan 2026). Executive

Vice President and Chief Financial Officer,

Nokia 2009–2016, member of the Nokia

Group Leadership Team 2007–2016 and

Interim President of Nokia between

September 2013 and May 2014.

Executive Vice President, Sales and

Markets, Nokia 2008–2009. Executive Vice

President, Sales and Portfolio

Management, Mobile Phones, Nokia 2007.

Senior Vice President, CDMA Business

Unit, Mobile Phones, Nokia 2004–2007.

Vice President, Finance, Corporate

Treasurer, Nokia 2000–2004. Director of

Corporate Finance, Nokia 1999–2000.

Vice President of Nordic Derivatives Sales,

Citibank plc 1996–1999. Manager of

Dealing & Risk Management, Nokia 1993–

1996. Analyst, Assets and Liability

Management, Kansallis-Osake-Pankki

1990–1993.

Member of the Board of Directors, Kone

Oyj. Member of the Board of Directors,

Oras Invest Oy. Member of the Board of

Directors, Uponor Oyj 2013–2017.

Founding Partner of Lifeline Ventures.

Nokia Board member since 2023.

Member of the Personnel Committee

and the Technology Committee.

Master’s degree in Industrial

Management, Helsinki University of

Technology, Finland.

Head of Strategy and Business

Development, Blyk 2006–2009.

Founding CEO and Vice President of

Worldwide Commercial Operations, CRF

Health 2000–2006. Consultant,

McKinsey & Company 1999–2000.

Chair of the Board of Directors, Canatu

Plc (former Lifeline SPAC I Plc). Chair of

the Board, Finnish Startup Community.

Various other board positions in private

companies.

Member of the Board of Directors,

Solidium Oy 2017–2025. Member of

the Board of Directors, Digital

Workforce Services Plc 2016–2025.

Member of the Board of Finnish

Business and Policy Forum EVA and

Research Institute for Finnish Economy

(ETLA) 2015–2024. Member of the

Board of Directors, Tietoevry

Corporation 2017–2023. Chair of the

Board, Slush Conference 2018–2023

and member of the Board 2013–2018.

Member of the Board, Business Finland

2014–2020. Member of the Board,

Startup Foundation 2015–2018.

Committee Key
	A	udit
	C	orporate Governance and Nomination
	P	ersonnel
	S	trategy
	T	echnology

Nokia Board member since 2023. Chair

of the Strategy Committee and

member of the Personnel Committee.

MBA, the Wharton School at the

University of Pennsylvania,

Pennsylvania, United States. Bachelor

of Science in Economics, Arizona State

University, Arizona, United States.

Advisory Partner, the Consello Group.

Chief Operating Officer and Founding

Partner, Moelis & Company 2007–2023.

Managing Director, Office of the CEO at

UBS Investment Bank 2005–2007. Chief

Operating Officer and Chief

Administrative Officer, the UBS

Investment Banking Department

Americas franchise 2001–2005.

Investment Principal, McCown De

Leeuw & Company 2000–2001.

Investment Principal, Morgan Stanley

Capital Partners 1997–2000. Vice

President, Investment Banking, Merrill

Lynch & Co. 1994–1997. Associate,

Investment Banking, J.P. Morgan

Securities 1992–1994. Analyst, Merrill

Lynch & Co. 1988–1990.

Member of the Board of Directors and

Chair of the Audit Committee, Core

Scientific, Inc. Trustee Emeritus, The

Royal Academy Trust, London.

Member of the Board of Directors,

Exscientia Plc 2021–2024. Member of

the Board of Directors, Moelis &

Company 2017–2021.

32 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Biographical details of our current Board members continued

A	P	A	C	A	S
Thomas Dannenfeldt		Pernille Erenbjerg		Lisa Hook
b. 1966		b. 1967		b. 1958

Nokia Board member since 2020. Chair

of the Personnel Committee and the

Audit Committee.

Degree in Mathematics, University of

Trier, Germany.

Chief Financial Officer, Deutsche

Telekom AG 2014–2018. Chief Financial

Officer, Deutsche Telekom AG’s

German operations 2010–2014.

Various operational positions, Deutsche

Telekom AG 1992–2010.

Member of the Board of Directors and

Chair of the Compensation Committee,

T-Mobile US, Inc.

Chair of the Supervisory Board,

CECONOMY AG 2021–2025. Member of

the Advisory Board, axxessio GmbH

2020–2025. Member of the Board of

Directors, T-Mobile US, Inc. 2013–2018.

Member of the Board of Directors, Buy-

In 2013–2018. Chair of the Board of

Directors, T-Systems International

2013–2018. Chair of the Board of

Directors, EE Ltd. 2014–2016.

Nokia Board member since 2025.

Member of the Audit Committee and

the Corporate Governance and

Nomination Committee.

Master of Science in Economics, the

Copenhagen Business School, Denmark.

Group CEO and President, TDC Group

2015–2018. Group CFO and Deputy

CEO, TDC Group 2011–2015. Executive

Vice President, TDC Group 2003–2011.

Equity Partner, Deloitte 2002–2003.

CPA, Arthur Andersen 1987–2002.

Member of the Board of Directors and

Chair of the Audit Committee, Genmab

A/S. Member of the Board of Directors

and Chair of the Audit Committee, RTL

Group SA. Chair of the Board of

Directors, KK Wind Solutions A/S.

Member of the Board of Directors,

GlobalConnect A/S.

Member of the Board of Directors,

Millicom S.A. 2019–2024. Chair of the

Board of Directors, Viaplay Group AB

(publ) 2021–2023 and Board member

2020–2021. Member of the Board of

Directors, Nordea Bank Oyj 2017–2021.

Member of the Board of Directors,

DFDS A/S 2014–2018. Member of the

Board of Directors, Royal Danish

Theatre 2011–2015.

Adjunct professor at Copenhagen

Business School.

Committee Key
	A	udit
	C	orporate Governance and Nomination
	P	ersonnel
	S	trategy
	T	echnology

Nokia Board member since 2022.

Member of the Audit Committee and

the Strategy Committee.

Juris Doctorate, Dickinson School of

Law at Pennsylvania State University,

Pennsylvania, United States. Bachelor’s

degree in Public Policy, Duke University,

North Carolina, United States.

President and CEO, Neustar, Inc. 2010–

2018. COO, Neustar, Inc 2008–2010.

President and CEO, SunRocket, Inc.

2006–2007. Executive positions,

America Online, Inc. 2000–2004.

Previous positions as Partner, Brera

Capital Partners; managing director,

Alpine Capital Group, LLC.; various

executive positions, Time Warner, Inc.;

legal adviser to the Chairman of the

Federal Communications Commission;

and General Counsel, the Cable Group

at Viacom International, Inc.

Member of the Board of Directors, FIS

Global Inc. Lead Independent Director

of the Board of Directors, Philip Morris

International. Member of the Board of

Directors, Zayo Group. Chair of

Advisory Board, Trilantic Capital

Partners. Member of the US National

Security Telecommunications Advisory

Committee since 2012.

Member of the Board of Directors of

Ritchie Bros. Auctioneers Inc. 2021–2023;

Ping Identity Holding Corp. 2019–2022;

Partners Group Holdings 2020–2021;

Unisys Corp. 2019–2021; Neustar, Inc.

2010–2019; and RELX Plc 2006–2016.

33 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Biographical details of our current Board members continued

A	T	C	T	S	T
Mike McNamara		Thomas Saueressig		Kai Öistämö
b. 1964		b. 1985		b. 1964

Nokia Board member since 2024.

Member of the Audit Committee and

the Technology Committee.

Bachelor of Engineering, University

College Dublin, Ireland.

Strategic Advisor, Target Corporation

2022–2023. Executive Vice President

and Chief Information Officer, Target

Corporation 2015–2022. Chief

Information Officer, Tesco 2011–2015.

Director of Operations Development

and IT, Tesco 2006–2011. Chief

Technology Officer Tesco.com, Tesco

1999–2006. Senior Manager, Accenture

1991–1998. Computer Programmer,

British Telecom 1989–1991.

Member of the Board of Directors,

Hawaiian Holdings, Inc. 2020–2024.

Member of the Executive Board of SAP

SE and Global Head of Customer

Services & Delivery Board. Nokia Board

member since 2022. Member of the

Corporate Governance and Nomination

Committee and the Technology

Committee.

Degree in Business Information

Technology, University of Cooperative

Education in Mannheim, Germany. Joint

Executive MBA from ESSEC, France and

Mannheim Business School, Germany.

Global Head of Product Engineering,

SAP SE 2019–2024. Chief Information

Officer, SAP SE 2016–2019. Vice

President, Global Head of IT Services of

SAP SE 2014–2016. Previous positions

at SAP SE in Germany since 2007,

including assignment in the SAP Labs

Silicon Valley in Palo Alto, California,

United States.

Member of the Young Global Leaders of

the World Economic Forum. Member of

the Industry Advisory Board of the

Munich Institute of Robotics and

Machine Intelligence (MIRMI).

Committee Key
	A	udit
	C	orporate Governance and Nomination
	P	ersonnel
	S	trategy
	T	echnology

President and CEO of Vaisala

Corporation. Nokia Board member

since 2022. Chair of the Technology

Committee and member of the

Strategy Committee.

PhD in computer science, Tampere

University of Technology, Finland.

Chief Operating Officer of InterDigital,

Inc. 2018–2020. Executive Partner of

Siris Capital Group 2016–2018. EVP,

Chief Development Officer at Nokia

2010–2014. EVP, Devices at Nokia

2008–2010. EVP, Mobile Phones

Business Group at Nokia 2006–2008.

Several previous positions at Nokia

1991–2006.

Venture Partner of Kvanted Oy.

Chairman of the Board, Fastems Group

2014–2022. Member of the Board of

Directors, Sanoma Group 2010–2021.

Chairman of the Board, Helvar Oy Ab

2014–2020. Member of the Board of

Directors, Mavenir Plc 2017–2018.

Member of the Board of Directors,

Digia / Qt Group Oyj 2015–2018.

Member of the Board of Directors,

InterDigital, Inc. 2015–2018. Member of

the Board of Directors, oikian solutions

Oy 2014–2018. Chairman of the Board,

Tampere University 2013–2017.

Chairman of the Board of Directors,

Tekes 2012–2014. Member of the

Board of Directors, Nokian Tyres plc

2008–2010.

34 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Operations of the Board of Directors

The Board represents and is accountable to the shareholders of

Nokia. While its ultimate statutory accountability is to the

shareholders, the Board also takes into account the interests of

Nokia’s other stakeholders. The Board’s responsibilities are

active, and include the responsibility to evaluate the strategic

direction of Nokia, its management policies and the

effectiveness of the implementation of such by the

management on a regular basis.

It is the responsibility of the members of the Board to act in

good faith and with due care, so as to exercise their business

judgment on an informed basis, in a manner that they

reasonably and honestly believe to be in the best interests of

Nokia and its shareholders. In discharging this obligation, the

members of the Board must inform themselves of all relevant

information reasonably available to them. The Board and each

Board Committee also has the power to appoint independent

legal, financial or other advisers as they deem necessary. The

Company will provide sufficient funding to the Board and to

each Committee to exercise their functions and provide

compensation for the services of their advisers.

The Board has the responsibility for appointing and discharging

the President and Chief Executive Officer, Chief Financial Officer

and Chief Legal Officer. The Board is ultimately responsible for,

and its duties include, monitoring and reviewing Nokia’s

financial reporting process, the effectiveness of related control

and audit functions and the independence of Nokia’s external

auditor, as well as monitoring the Company’s statutory audit.

The Board’s responsibilities also include overseeing the

structure and composition of our top management and

monitoring legal compliance and the management of risks

related to our operations. In doing so, the Board may set annual

ranges and/or individual limits for capital expenditures,

investments and divestitures and other financial and non-

financial commitments that may not be exceeded without a

separate Board approval.

In risk management, the Board’s role includes risk analysis and

assessment in connection with financial, strategy and business

reviews, updates and decision-making proposals. Risk

management policies and processes are an integral part of

Board deliberations and risk-related updates are provided to

the Board on a recurring basis. For a more detailed description

of our risk management policies and processes, refer to the

“Risk management, internal control and internal audit functions

at Nokia — Risk management principles” section.

The Board approves and the independent directors of the Board

confirm the compensation and terms of employment of the

President and CEO, subject to the requirements of Finnish law,

upon the recommendation of the Personnel Committee of the

Board. The compensation and terms of employment of the

other Group Leadership Team members are approved by the

Personnel Committee upon the recommendation of the

President and CEO.

Board oversight of environmental and social activities and

governance practices

Under Nokia’s Corporate Governance Guidelines, the Board

evaluates Nokia’s environmental and social activities and

governance practices, related risks and target setting, as well as

their implementation and effectiveness across the Company.

In 2025, the Board reviewed the progress and key milestones

for the sustainability targets, sustainability results for 2024,

sustainability-related risks and opportunities, the evolving

sustainability requirements and expectations, investor feedback

and Nokia’s approach to related disclosures. The Board also

provided direction on environmental and supply‑chain priorities,

the refreshed social impact strategy, and company‑wide

engagement and enablement efforts. Additionally, in January

2025, the Board approved the targets related to climate change

in the long-term incentive plan for 2025 and approved the

CEO’s targets on health and safety and diversity which are

included in his short-term incentive plan for 2025.

The Board Committees monitor ESG developments and

activities in the Company in their respective areas of

responsibilities.

The Audit Committee reviews sustainability disclosures annually,

as well as the information on the use of conflict minerals in

Nokia’s products presented in the annual reports and regulatory

filings. During 2025, the Audit Committee’s responsibilities

included the oversight of sustainability reporting, including the

double materiality assessment, regulatory developments

related to mandatory sustainability related disclosures, as well

as oversight of the ethics and compliance program.

The Personnel Committee oversees human capital

management, including personnel policies and practices related

to Nokia’s culture, physical safety, employee well-being,

workforce composition, recruiting, development and retention.

In 2025, the Committee focused on workforce demographics

and conducted a people risk review, including physical safety,

employee survey results and succession planning.

The Personnel Committee recommended that the Board

continue to include GHG emission reduction as a metric in the

long-term incentive plan. Additionally, the Committee

emphasized the importance of fostering a strong health and

safety culture and maintaining workforce diversity. To reinforce

accountability, the Personnel Committee recommended that

the Board retain discretion to make downward adjustments to

short-term incentives if company performance in these areas

falls short during the annual incentive period.

The Corporate Governance and Nomination Committee

assesses and advises the Board on ESG-related activities and

practices, aiming to enhance the governance structure

supporting them.

The Technology Committee reviews how the Company’s ESG

strategy embeds into its technology strategy and roadmaps.

35 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Board oversight of cybersecurity

Nokia group-level security is set up in four domains: product,

service, information, and customer security. While the oversight of

security risks and their management, including cybersecurity, is a

Board level responsibility in the Company, the detailed reviews

of the different security domains are allocated to the

Committees of the Board. These Committees are responsible for

monitoring and assessing security, including cybersecurity-

related risks and reporting to the Board in their respective areas

of responsibilities. The responsibilities of the Audit Committee

include oversight of the management and processes related to

IT and services security risks and maturity, including security-

related controls, compliance, incident process, disclosures and

risk management. The Technology Committee oversees product

and customer security risk management. The Committees

report to the Board on a regular basis and prepare

recommendations to the Board, whenever deemed necessary.

The Board also receives regular updates on cybersecurity.

Board oversight of Artificial Intelligence (AI)

The proliferation of AI technologies is creating new

opportunities for innovation. To ensure the responsible use of

AI, particularly with respect to ethics, privacy, and security, we

have established a comprehensive AI governance framework at

Nokia, including a central steering committee and a separate AI

governance board for group-level policies and procedures,

incident reporting, coordination and related communication.

The Board’s oversight of AI development is based on principles

similar to those we apply to other advanced technologies. The

Technology Committee of the Board has reviewed the AI

governance framework before its adoption and is responsible

for overseeing that compliance with all relevant regulatory

frameworks for AI has been effectively arranged. The

Technology Committee will also monitor and stay informed on

the progress and challenges of using AI, both at a strategic and

operational level. The Technology Committee reports to the

Board on AI governance at Nokia and on AI-related topics on a

regular basis. In carrying out this oversight, the Board and the

Technology Committee are supported by their relevant

technology, data and security expertise and access to internal

and external experts. This enables the Board to effectively

assess AI‑related opportunities and risks, including ethical,

regulatory and security considerations, and to appropriately

challenge management.

36 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Board evaluation

In line with our Corporate Governance Guidelines, the Board

conducts a comprehensive annual performance evaluation,

which also includes evaluation of the Board Committees’ work,

the Board and Committee Chairs and individual Board members.

The Board evaluation is conducted as a self-evaluation, typically

with a detailed questionnaire, while an external evaluator is

periodically engaged. Feedback is also requested from selected

members of management as part of the Board evaluation

process. The questions aim to measure and elicit feedback on

the processes, structure, accountability, transparency, and

effectiveness of the Board and to gain an overview of the issues

that are areas of excellence, areas where the Board thinks

greater focus is warranted and determining areas where

performance could be enhanced.

Each year, the results of the evaluation are discussed and

analyzed by the entire Board and improvement actions are

agreed based on such discussions. In 2025, the evaluation

process was carried out as a thorough self-evaluation for a third

consecutive year by using an external evaluation platform that

included both numeric assessments and the possibility to

provide more detailed written comments. The questionnaire

comprised areas such as Nokia purpose and strategy, Board

agenda and meetings, and Board composition and dynamics, as

well as information, reporting and risk management.

Meetings of the Board of Directors

The Board of Directors constitutes a quorum if more than half

of its members are present. The Board held 23 meetings

excluding Committee meetings during 2025. In total 14 (64%)

of these meetings were regular meetings in person or by video

connection. The other nine meetings were held in writing.

Directors’ attendance at the Board and Committee meetings in 2025 is set forth in the table below:
	Board meeting attendance		Board and Committee meeting attendance(1)
Member	Meetings	%	Meetings	%
Sari Baldauf (Chair)	23/23	100%	41/41	100%
Timo Ihamuotila (Vice Chair as of 29 April 2025)	12/14	86%	19/21	90%
Søren Skou (Vice Chair until 29 April 2025)	9/9	100%	13/15	87%
Timo Ahopelto	22/23	96%	32/33	97%
Elizabeth Crain	23/23	100%	35/35	100%
Thomas Dannenfeldt	22/23	96%	36/38	95%
Pernille Erenbjerg (as of 29 April 2025)(2)	10/14	71%	16/21	75%
Lisa Hook	23/23	100%	36/36	100%
Mike McNamara	23/23	100%	34/34	100%
Thomas Saueressig	22/23	96%	31/32	97%
Carla Smits-Nusteling (until 29 April 2025)	8/9	89%	13/14	93%
Kai Öistämö	21/23	91%	31/33	94%
Average attendance (%)		95%		95%
(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 meetings as non-voting observers. (2)In her first year on the Board, Pernille Erenbjerg had pre-existing scheduling conflicts, and subsequent changes to the Board’s meeting calendar further impacted her ability to attend all meetings during 2025.

Directors meet without management in connection with each

regularly scheduled meeting. According to Board practices,

meetings without management present are only attended by

non-executive directors. These meetings are chaired by the

non-executive Chair of the Board. In cases where the non-

executive Chair of the Board is unable to chair these meetings,

the non-executive Vice Chair of the Board chairs the meeting.

Additionally, the independent directors would meet separately

at least once annually. In 2025, all members of the Board were

non-executive and determined to be independent from Nokia

and significant shareholders under the Finnish Corporate

Governance Code and the rules of the NYSE.

Committees of the Board of Directors

In 2025, the Board of Directors had five Committees that

assisted the Board in its duties pursuant to their respective

Committee charters. The Board may also establish new or ad

hoc committees for detailed reviews or consideration of

particular topics to be proposed for the approval of the Board.

Any director who so wishes may attend, as a non-voting

observer, meetings of Committees of which they are not

members.

37 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

The Audit Committee

The following table sets forth the members of the Audit

Committee and their meeting attendance in 2025:

	Attendance
Member	Meetings	%
Carla Smits-Nusteling (Chair until 29 April 2025)	3/3	100%
Thomas Dannenfeldt (Chair as of 29 April 2025)	6/6	100%
Pernille Erenbjerg (as of 29 April 2025)	3/3	100%
Lisa Hook	6/6	100%
Mike McNamara	6/6	100%
Average attendance (%)		100%

The Committee consists of a minimum of three members of the

Board who meet all applicable independence, financial literacy

and other requirements as stipulated by Finnish law, the Finnish

Corporate Governance Code and the rules of the NYSE.

As of 29 April 2025, the Audit Committee has consisted of the

following four members of the Board: Thomas Dannenfeldt

(Chair), Pernille Erenbjerg, Lisa Hook and Mike McNamara.

The Committee is responsible for assisting the Board in the

oversight of:

▪the quality and integrity of the Company’s financial

statements, related disclosures and sustainability reporting;

▪the statutory audit of the Company’s financial statements,

related disclosures and sustainability reporting;

▪the qualifications and independence of the external auditor

and the sustainability reporting assurer;

▪the performance of the external auditor and the assurer

subject to the requirements of Finnish law;

▪the performance of the Company’s internal controls, risk

management and the assurance function;

▪the performance of the internal audit function;

▪the Company’s compliance with legal and regulatory

requirements, including the performance of its ethics and

compliance program;

▪the monitoring and assessment of any related party

transactions;

▪the pension liabilities and taxation of the Company; and

▪the processes and management related to the cybersecurity

of the Company, including information and services security.

In discharging its oversight role, the Audit Committee has full

access to all Company books, records, facilities and personnel.

The Audit Committee also maintains procedures for the receipt,

retention and treatment of complaints received by Nokia

regarding accounting, internal controls, auditing or

sustainability reporting matters and for the confidential,

anonymous submission by our employees of concerns relating

to accounting, auditing or sustainability reporting assurance

matters. Nokia’s disclosure controls and procedures, which are

reviewed by the Audit Committee and approved by the President

and CEO and the Chief Financial Officer, as well as the internal

controls over financial reporting, are designed to provide

reasonable assurance regarding the quality and integrity of

Nokia’s financial statements and related disclosures. For further

information on internal control over financial reporting, refer to

the section “Risk management, internal control and internal

audit functions at Nokia––Description of internal control

procedures in relation to the financial reporting process”.

Under the Finnish Companies Act, an external auditor and a

sustainability reporting assurer are elected by a simple majority

vote of the shareholders at the Annual General Meeting for one

year at a time. The Audit Committee prepares the proposal to

the shareholders for the election of the nominees, upon its

evaluation of the qualifications and independence of the

external auditor and the sustainability reporting assurer. Under

Finnish law, the fees of the external auditor and of the

sustainability reporting assurer are approved by the

shareholders by a simple majority vote at the Annual General

Meeting. The Committee prepares the proposals to the

shareholders in respect of the fees of the external auditor and

the sustainability reporting assurer, and approves their annual

fees under the guidance given by the Annual General Meeting.

For information about the fees paid to Nokia’s external auditor

and sustainability reporting assurer, Deloitte Oy, during 2025

refer to the section “Auditor fees and services”.

The Board has determined all current Committee members be

‘financially literate’ satisfying the applicable financial-

sophistication requirement by the New York Stock Exchange. In

addition, three Committee members, Thomas Dannenfeldt,

Pernille Erenbjerg and Lisa Hook, are determined to be ‘audit

committee financial experts’ as defined in the requirements of

Item 16A of the Annual Report on Form 20-F filed with the U.S.

Securities and Exchange Commission (SEC). All members of the

Audit Committee are “independent directors” as defined by

Finnish law, the Finnish Corporate Governance Code and in

Section 303A.02 of the NYSE Listed Company Manual.

The Audit Committee meets a minimum of four times a year.

The Committee meets separately with the representatives of

Nokia’s management, heads of the internal audit, and ethics and

compliance functions, and the external auditor in connection

with each regularly scheduled meeting. The head of the internal

audit function has, at all times, direct access to the Audit

Committee, without the involvement of management.

Audit Committee pre-approval policies and procedures

The Audit Committee of the Board is responsible, among other

matters, for oversight of the external auditor’s independence,

subject to the requirements of applicable legislation. The Audit

Committee has adopted a policy regarding an approval

procedure of audit services performed by the external auditors

of the Nokia Group and permissible non-audit services

performed by the principal external auditor of the Nokia Group

(the “Pre-approval Policy”).

Under the Pre-approval Policy, proposed services either: (i) may

be pre-approved by the Audit Committee in accordance with

certain service categories described in the Pre-approval Policy

(general pre-approval); or (ii) require the specific pre-approval

of the Audit Committee (specific pre-approval). The Pre-

approval Policy sets out the audit, audit-related, tax and other

services that have received the general pre-approval of the

Audit Committee. All other audit, audit-related (including

services related to internal controls and significant mergers and

acquisitions projects), tax and other services are subject to

specific pre-approval by the Audit Committee. All service

requests concerning generally pre-approved services are

submitted to an appointed Audit Committee delegate within

management, who determines whether the services are within

the generally pre-approved services. The Pre-approval Policy is

subject to annual review by the Audit Committee.

The Audit Committee establishes budgeted fee levels annually

for each of the categories of audit and non-audit services that

are pre-approved under the Pre-approval Policy, namely, audit,

audit-related, tax and other services. At each regular meeting of

the Audit Committee, the auditor provides a report in order for

the Audit Committee to review the services that the auditor is

providing, as well as the cost of those services.

38 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

The Corporate Governance and Nomination Committee

The following table sets forth the members of the Corporate

Governance and Nomination Committee and their meeting

attendance in 2025:

	Attendance
Member	Meetings	%
Timo Ihamuotila (Chair as of 29 April 2025)	4/4	100%
Søren Skou (Chair until 29 April 2025)	2/2	100%
Sari Baldauf	6/6	100%
Pernille Erenbjerg (as of 29 April 2025)	3/4	75%
Lisa Hook (until 29 April 2025)	2/2	100%
Thomas Saueressig (as of 29 April 2025)	4/4	100%
Carla Smits-Nusteling (until 29 April 2025)	2/2	100%
Kai Öistämö (until 29 April 2025)	2/2	100%
Average attendance (%)		96%

The Committee consists of three to five members of the Board

who meet all applicable independence requirements as

stipulated by Finnish law, the Finnish Corporate Governance

Code and the rules of the NYSE.

As of 29 April 2025, the Corporate Governance and Nomination

Committee has consisted of the following four members of the

Board: Timo Ihamuotila (Chair), Sari Baldauf, Pernille Erenbjerg

and Thomas Saueressig.

The Committee fulfills its responsibilities by:

▪actively identifying individuals qualified to be elected

members of the Board, as well as considering and evaluating

the appropriate level and structure of director remuneration;

▪preparing and evaluating the principles regarding Board

diversity;

▪preparing proposals to the shareholders on the director

nominees for election at the general meetings, as well as

director remuneration;

▪monitoring and assessing the directors’ current and planned

time commitments outside the Nokia Board and their

attendance at Nokia Board and Committee meetings;

▪monitoring significant developments in the law and practice

of corporate governance, including sustainability-related

governance trends and the directors’ duties and

responsibilities;

▪assisting the Board and each Committee of the Board in its

annual performance evaluation process, including

establishing criteria to be applied in connection with such

evaluations;

▪developing and administering Nokia’s Corporate Governance

Guidelines and giving recommendations regarding them to

the Board; and

▪reviewing Nokia’s disclosure in the corporate governance

statement.

The Committee has the power and practice to appoint a

recruitment firm to identify appropriate new director candidates.

The Personnel Committee

The following table sets forth the members of the Personnel

Committee and their meeting attendance in 2025:

	Attendance
Member	Meetings	%
Thomas Dannenfeldt (Chair)	5/5	100%
Timo Ahopelto	5/5	100%
Sari Baldauf	5/5	100%
Elizabeth Crain	5/5	100%
Average attendance (%)		100%

The Committee consists of a minimum of three members of the

Board who meet all applicable independence requirements as

stipulated by Finnish law, the Finnish Corporate Governance

Code and the rules of the NYSE.

As of 29 April 2025, the Personnel Committee has consisted of

the following four members of the Board: Thomas Dannenfeldt

(Chair), Timo Ahopelto, Sari Baldauf and Elizabeth Crain.

The Committee has overall responsibility for evaluating,

resolving and making recommendations to the Board regarding:

▪preparing the Remuneration Policy and the Remuneration

Report;

▪compensation and terms of employment of the Company’s

senior management;

▪human capital management;

▪all equity-based plans;

▪incentive compensation plans, policies and programs of the

Company affecting executives; and

▪possible other significant incentive plans.

The Committee is responsible for preparing the Remuneration

Policy, including Nokia’s compensation philosophy and

principles and ensuring that the Company’s compensation

programs are performance-based, designed to contribute to

long-term shareholder value creation in line with shareholders’

interests, properly motivate management and are aligned with

the Remuneration Policy, as well as supporting overall

corporate strategies.

The Committee also oversees human capital management and

periodically reviews the personnel policies and practices of

Nokia related to human capital management and social

responsibilities relating to its employees, including Company

culture, physical safety, employee wellbeing, morale, diversity,

talent management and development, succession planning,

resourcing, recruiting, attrition, retention and employee

engagement.

39 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

The Strategy Committee

The following table sets forth the members of the Strategy

Committee and their meeting attendance in 2025:

	Attendance
Member	Meetings	%
Elizabeth Crain (Chair)	7/7	100%
Sari Baldauf	7/7	100%
Thomas Dannenfeldt (until 29 April 2025)	3/4	75%
Lisa Hook	7/7	100%
Timo Ihamuotila (as of 29 April 2025)	3/3	100%
Søren Skou (until 29 April 2025)	2/4	50%
Kai Öistämö (as of 29 April 2025)	3/3	100%
Average attendance (%)		91%

The Committee consists of a minimum of three members of the

Board and the majority of them shall meet all applicable

independence requirements as stipulated by the Finnish

Corporate Governance Code and the rules of the NYSE.

As of 29 April 2025, the Strategy Committee has consisted of

the following five members of the Board: Elizabeth Crain (Chair),

Sari Baldauf, Lisa Hook, Timo Ihamuotila and Kai Öistämö.

The Committee is established by the Board primarily for the

purpose of assisting the Board with respect to various strategic

initiatives related to developing Nokia’s corporate and business

strategies and capturing the strategic opportunities identified

under them.

The Committee’s duties may include:

▪overseeing the preparation of strategies related to strategic

initiatives;

▪reviewing the prospective alternatives for the strategic

initiatives identified by management;

▪acting as a preparatory body for assessing the specific

strategic initiatives requiring the Board’s decision;

▪overseeing the implementation of the strategic initiatives;

and

▪evaluating the outcomes of the strategic initiatives, focusing

on their implementation, financial results and long-term

success.

The Technology Committee

The following table sets forth the members of the Technology

Committee and their meeting attendance in 2025:

	Attendance
Member	Meetings	%
Kai Öistämö (Chair)	5/5	100%
Timo Ahopelto	5/5	100%
Mike McNamara	5/5	100%
Thomas Saueressig	5/5	100%
Average attendance (%)		100%

The Committee consists of a minimum of three members of the

Board and the majority of them shall meet applicable

independence requirements as stipulated by Finnish law, the

Finnish Corporate Governance Code and the rules of the NYSE

and have such skills in innovation, technology and science

matters as the Board determines adequate from time to time.

As of 29 April 2025, the Technology Committee has consisted

of the following four members of the Board: Kai Öistämö (Chair),

Timo Ahopelto, Mike McNamara and Thomas Saueressig.

In its dialogue with and provision of feedback and advice to the

management, the Committee will periodically review:

▪the Company’s technological competitiveness and new

strategic technology initiatives as well as market trends,

considering both organic and inorganic options to retain or

attain competitiveness;

▪the Company’s approach to major technological innovations;

▪key technology trends that may result in disruptive threats

or opportunities and proposals on how to adequately

address them;

▪high-level risks and opportunities associated with the

Company’s Research and Development Programs;

▪embedding sustainability in the technology roadmaps; and

▪the processes and management related to the cybersecurity

of the Company, including product and customer security.

40 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Group Leadership Team and

the President and CEO

The Group Leadership Team is responsible for the operative

management of Nokia. The Group Leadership Team is chaired

by the President and CEO. The President and CEO’s rights and

responsibilities include those allotted to the President under

Finnish law.

At 31 December 2025, the Group Leadership Team consisted of

12 members, including the President and CEO, representing five

different nationalities. In total 25% of the Group Leadership

Team members were female. The table shown to the right sets

forth the biographical information of the Group Leadership

Team members.

At 31 December 2025, a total of 2 117 191 Nokia shares and a

total of 275 368 American Depositary Shares (ADSs) were held

by the Group Leadership Team members. These holdings

represented approximately 0.04% of our total shares and

voting rights excluding shares held by the Nokia Group. The

number of shares includes shares received as compensation as

well as shares acquired through other means. Stock options or

other equity awards that are deemed as being beneficially

owned under the applicable SEC rules are not included in the

table.

Summary of changes in the Group Leadership Team in 2025

The following members stepped down from the Group Leadership Team: ▪Pekka Lundmark, President and Chief Executive Officer, as of 31 March 2025; ▪Lorna Gibb, Chief People Officer, as of 13 June 2025; ▪Federico Guillén, President of Network Infrastructure, as of 30 June 2025; ▪Nishant Batra, Chief Strategy and Technology Officer, as of 30 September 2025; and ▪Tommi Uitto, President of Mobile Networks, as of 31 December 2025.

The Group Leadership Team was complemented with five new appointments: ▪Justin Hotard, President and Chief Executive Officer,  effective 1 April 2025; ▪Victoria Hanrahan, Chief of Staff to Nokia’s President and CEO, effective 16 June 2025; ▪David Heard, President of Network Infrastructure, effective 1 July 2025; ▪Pallavi Mahajan, Chief Technology and AI Officer, effective 1 October 2025; ▪Konstanty Owczarek, Chief Corporate Development Officer, effective 1 October 2025; and ▪Furthermore, on 10 November 2025, Nokia announced the appointment of Kristen Pressner as Chief People Officer, to take effect during the second quarter of 2026.

Name	Position	Gender	Year of birth	Nationality	On GLT since	Shares	ADSs
Justin Hotard	President and CEO	Male	1974	American	2025	609 274
Louise Fisk	Chief Communications Officer (currently Chief Communications and Marketing Officer)	Female	1976	British	2024	52 063
Patrik Hammarén	President of Nokia Technologies (currently President of Technology Standards)	Male	1982	Finnish	2024	40 387
Victoria Hanrahan	Chief of Staff to the President and CEO	Female	1988	American	2025	—
Mikko Hautala	Chief Geopolitical and Government Relations Officer	Male	1972	Finnish	2024	2 800
David Heard	President of Network Infrastructure	Male	1968	American	2025		275 368
Pallavi Mahajan	Chief Technology and AI Officer	Female	1977	Indian/American	2025	—
Esa Niinimäki	Chief Legal Officer (currently Chief Legal and Administrative Officer) and interim Chief People Officer	Male	1976	Finnish	2023	79 281
Konstanty Owczarek	Chief Corporate Development Officer	Male	1979	American	2025	—
Raghav Sahgal	President of Cloud and Network Services (currently Chief Customer Officer)	Male	1962	American	2020	719 174
Tommi Uitto	President of Mobile Networks	Male	1969	Finnish	2019	256 042
Marco Wirén	Chief Financial Officer	Male	1966	Finnish/Swedish	2020	358 170

41 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Biographical details of the current members of the Nokia Group Leadership Team

Justin Hotard	Louise Fisk	Patrik Hammarén	Victoria Hanrahan
b. 1974	b. 1976	b. 1982	b. 1988

President and Chief Executive Officer

(CEO) since 2025.

MBA from the MIT Sloan School of

Management, Massachusetts, United

States. Bachelor of Science in Electrical

Engineering from the University of Illinois

Urbana-Champaign, Illinois, United

States.

Executive Vice President and General

Manager, Data Center & AI Group, Intel

2024–2025. Executive Vice President

and General Manager, High-

Performance Computing, AI & Labs,

HPE, 2021–2024. Senior Vice President,

President and Managing Director of HPE

Japan and China, HPE 2019–2020.

Senior Vice President and General

Manager, Volume Global Business Unit,

HPE 2017–2019. Vice President,

Strategy, Planning & Operations, Data

Center Infrastructure Group, HPE 2015–

2016. President and General Manager,

Global Small Business Cloud Platform,

NCR Corporation 2013–2014. VP,

Corporate Development, NCR Corp.

2012–2013. Vice President and General

Manager, NCR Entertainment, NCR Corp.

2010–2012. Senior Director, Mergers &

Acquisitions, NCR Corp. 2007–2010.

Director, Product Management, Symbol

Technologies 2005–2007. Senior

Manager, Corporate Development,

Symbol Technologies 2003–2005.

Business Development Analyst, Surface

Logix 2002–2003. Senior Systems

Engineer, Motorola Inc. 1996–2000.

Chief Communications and Marketing

Officer (CCMO). Group Leadership

Team member since 2024. Joined

Nokia in 2020.

Advanced executive leadership

development, DUKE University, North

Carolina, United States. Advanced

global leadership, INSEAD business

school, France. Post graduate diploma

in PR & Journalism, University of Wales,

College of Cardiff, United Kingdom. BA

Hons in Communication, University of

Wales, College of Cardiff, United

Kingdom.

Vice President, Corporate Affairs

Programs & Corporate

Communications, Nokia 2020–2024.

Global leadership team,

Communications and Marketing

Director, BAE Systems Applied

Intelligence 2015–2019. Head of Global

Communications, Investor Relations

and Marketing, Innovation Group 2012–

2015. Global PR Director & Deputy

Communications Director, Logica

2006–2012. Partner & Associate

Director, LEWIS Communications 1999–

2006.

Trustee of the Williams Syndrome

Foundation.

President of Technology Standards.

Group Leadership Team member since

2024. Joined Nokia in 2007.

Master of Law, University of Helsinki,

Finland. Master of Science (Information

Networks), Aalto University, Finland.

Chief Licensing Officer Wireless

Technologies, Nokia Technologies

2024–2024. Vice President, Head of IoT

Licensing Program, Nokia Technologies

2022–2024. Head of Patent Licensing

Greater China, Nokia Technologies

2020–2022. Director, Patent Licensing,

Nokia Technologies 2018–2020.

Manager, Patent Licensing, Nokia

Technologies 2014–2018. Senior Legal

Counsel, HERE, Nokia 2013–2014. Legal

Counsel, HERE Nokia 2013–2013. Legal

Counsel, Central and East Europe, Nokia

2012–2013. Legal Counsel, Central

Europe, Nokia 2011–2012. Legal

Counsel, MeeGo & Open Source, Nokia

2007–2011.

Chief of Staff to Nokia’s President and

CEO. Group Leadership Team member

since 2025. Joined Nokia in 2025.

MBA from the University of Houston,

Texas, United States. Bachelor of

Business Administration, Texas A&M

University, Texas, United States.

Vice President, Global Marketing - High

Performance Compute & Artificial

Intelligence, HPE 2023–2024. Director,

Chief of Staff, HPC & AI Business Unit,

HPE 2021–2023. Manager, Marketing

Strategy, HPE 2019–2021. Senior

Product Marketing Manager, HPE 2015–

2019. Product Marketing Manager,

Neuromodulation Division, St. Jude

Medical 2013–2015. Marketing

Communications Coordinator, St. Jude

Medical 2010–2013.

42 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Biographical details of the current members of the Nokia Group Leadership Team continued

Mikko Hautala	David Heard	Pallavi Mahajan	Esa Niinimäki
b. 1972	b. 1968	b. 1977	b. 1976

Chief Geopolitical & Government

Relations Officer, and Chairman, Nokia

Defense. Group Leadership Team

member since 2024. Joined Nokia in

2024.

Master of Social Sciences (Political

history), University of Helsinki, Finland.

Master of Philosophy (Slavic languages),

University of Helsinki, Finland.

Ambassador, Head of Mission, Embassy

of Finland, Washington DC 2020–2024.

Ambassador, Head of Mission, Embassy

of Finland, Moscow 2016–2020. Foreign

Policy Adviser to the President, Office

of the President of the Republic of

Finland, Helsinki 2012–2016. Minister,

Deputy Head of Mission, Embassy of

Finland, Moscow 2011–2012.

Diplomatic Adviser to the Minister of

Foreign Affairs, Ministry for Foreign

Affairs, Helsinki 2007–2011. First

Secretary, Permanent Representation

of Finland to the EU, Brussels 2002–

2007. Attaché, Ministry for Foreign

Affairs, Helsinki 2001–2002. Attaché,

Embassy of Finland, Kyiv 1999–2001.

Visa Officer, Embassy of Finland, Kyiv

1998–1999.

Board Member Support for Finnish

Society (SYT) foundation. Chairman of

the Council, The John Morton Center

for North American Studies, University

of Turku, Finland.

President of Network Infrastructure.

Group Leadership Team member since

2025. Joined Nokia in 2025.

Master’s degree in Management

Science (Sloan), Stanford University

Graduate School of Business, California,

United States. Master of Business

Administration (MBA), University of

Dayton, Ohio, United States. Bachelor

of Arts, Production & Operations

Management, Ohio State University,

Ohio, United States.

Chief Growth Officer at Network

Infrastructure, Nokia February–June

2025. Chief Executive Officer, Infinera

2020–2025. Chief Operations Officer

and various senior positions, Infinera

2017–2020. Cloud Service Provider

(Executive Consultant - External), Dell

2015-2016. President, Network &

Service (Software) Enablement, JDSU

2010–2015. Chief Operating Officer,

BigBand Networks 2007–2010.

President & CEO, Somera

Communications (Jabil) 2004–2006.

President, Switching Systems, Tekelec

(Oracle) 2003–2004. President & CEO,

Santera Systems Inc. (Oracle) 2003–

2004. General Manager & Vice

President Wireless, various positions,

Alcatel Lucent 1996–2000. Vice

President of Access, AT&T (Lucent

Technologies) 1990–1996.

Chief Technology and AI Officer. Group

Leadership Team member since 2025.

Joined Nokia in 2025.

Bachelor of Technology degree in

Computer Science, the National

Institute of Technology Kurukshetra,

India. Master degree in Science in

Software Systems from Birla Institute

of Technology and Science, India.

Advanced Leadership Program at

Stanford University Graduate School of

Business, California, United States.

Corporate Vice President & General

Manager, Data Center and AI Group,

Intel 2024–2025. Corporate Vice

President & GM, Network and Edge

Group, Intel 2022–2024. Vice President,

Solutions Engineering & Customer

Experience, High Performance

Compute, Hewlett Packard Enterprise

2021–2022. Vice President, Head of

Software Engineering for Compute,

Hewlett Packard Enterprise 2020–2021.

Vice President Engineering, Juniper

Networks 2016–2019. Several senior

positions, Juniper Networks 2003–

2016. Technical Lead, BayPackets

2001–2003. Research Engineer, Centre

for Development of Telematics (C-DOT)

1998–2001.

Chief Legal and Administrative Officer,

Interim Chief People Officer and Board

Secretary. Group Leadership Team

member since 2023. Joined Nokia in

2007.

Master of Laws, Fordham University,

School of Law, New York, United States.

Master of Law, University of Helsinki,

Finland.

Interim Chief Legal Officer, Nokia 2022–

2023. Deputy Chief Legal Officer, Vice

President, Corporate Legal and Board

Secretary, Nokia 2018–2023. General

Counsel, Global Services, Nokia 2015–

2018. Head of Corporate Legal, Nokia

Solutions and Networks and Head of

Finance & Labor Legal, Nokia 2013–

2015. Senior Legal Counsel, Legal and

IP, India, Middle East and Africa, Nokia

2012–2013. (Senior) Legal Counsel,

Corporate Legal, Nokia 2007–2011.

Group Legal Counsel, Metsä Group

2005–2007. Associate Lawyer, White &

Case LLP 2003–2005.

Chair of Legal Affairs Committee of the

Confederation of Finnish Industries.

Member of the Market Practice Board

of Securities Market Association and

the Policy Committee of the Directors’

Institute Finland.

43 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Biographical details of the current members of the Nokia Group Leadership Team continued

Konstanty Owczarek	Raghav Sahgal	Marco Wirén
b. 1979	b. 1962	b. 1966

Chief Corporate Development Officer

(CCDO). Group Leadership Team member

since 2025. Joined Nokia in 2025.

Master’s degree in Finance and Banking,

University of Lodz, Poland. Bachelor’s

degree in Business Administration, Emory

University, Georgia, United States.

Managing Partner and Founder, KJO

Advisors LLC 2024–2025. Chief

Strategy Officer and Chief Operating

Officer, High Performance Computing,

AI & Research business unit, Hewlett

Packard Enterprise 2022–2024. Head of

Strategy and Innovation and Head of

New Markets, AIG Life, American

International Group, Inc. 2020–2022.

Head of Mergers & Acquisitions and

Strategy, AIG Life & Retirement,

American International Group, Inc.

2018–2020. Director, AIG Corporate

Development, American International

Group, Inc. 2015–2017. Founding

Partner, Strategic Risk Capital Advisors,

LLC 2009–2015. Director, Integrated

Finance Ltd. (IFL) / Marakon Associates

2004–2009. Analyst, Technology, Media

and Telecommunications unit, Bear

Stearns & Co. 2003–2004.

Chief Customer Officer. Group

Leadership Team member since 2020.

Joined Nokia in 2017.

Master of Science in Computer Systems

Management, University of Maryland,

Maryland, United States. Bachelor of

Science in Computer Engineering,

Tulane University, Louisiana, United

States. Executive Business Certificate in

General Management, Harvard

University, Massachusetts, United

States.

President of Nokia Enterprise 2020.

Senior Vice President, Nokia Software

2017–2020. President, NICE Ltd. Asia

Pacific and the Middle East 2010–2017.

Advisory Board Member, Orga Systems

2010–2014. Vice President,

Communications Business Unit, Asia

Pacific & Japan, Oracle 2008–2010.

Chief Business Officer, Comverse

2005–2006. Executive Vice President,

Asia Pacific, CSG 2002–2005. Vice

President, Software Products Group

Asia Pacific, Lucent Technologies 2000–

2002.

Chief Financial Officer (CFO). Group

Leadership Team member since 2020.

Joined Nokia in 2020.

Master’s degree in Business

Administration, University of Uppsala,

Sweden. Studies in management and

strategic leadership, including at Duke

Business School, North Carolina, United

States; IMD, Switzerland and Stockholm

School of Economics, Sweden.

President, Wärtsilä Energy and

Executive Vice President, Wärtsilä

Group 2018–2020. Executive Vice

President and CFO, Wärtsilä Group

2013–2018. Executive Vice President

and CFO, SSAB Group 2008–2013. Vice

President, Business Control, SSAB

Group 2007–2008. CFO, Eltel Networks

2006–2007. Vice President of Business

Development, Eltel Networks 2004–

2005. Head of Service Division, Eltel

Networks 2003–2004. Vice President,

Corporate Development, Eltel Networks

2002–2003. Vice President, Strategy &

Business Development, NCC Group

1999–2002. Head of Strategic Planning,

NCC Group 1998–1999. Group

Controller, NCC Group 1996–1998.

Vice Chair of the Board of Directors of

Neste Corporation 2019–2023 and

member of the Board 2015–2023.

44 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

Risk management, internal control and

internal audit functions at Nokia

Risk management principles

We have a systematic and structured approach to risk

management. It covers strategic, operational, financial,

compliance and reputational risks and opportunities, including

potentially material impacts to people and the environment. The

principles documented in the Nokia Enterprise Risk Management

(ERM) Policy, which is approved by the Audit Committee of the

Board, require risk management and its elements to be

integrated into key processes:

▪ERM is an integral part of Nokia’s objective setting and key

decision making

Key risks and opportunities are primarily identified against

business targets either in business operations or as an

integral part of strategy and financial planning. Those are

monitored as part of the management and business

performance information flow. Our overall risk management

concept is based on managing the key risks that would

prevent us from meeting our objectives, rather than

focusing on eliminating all risks.

▪ERM is a core component of Nokia’s corporate governance

ERM accountability runs through the Company and is

embedded into Nokia corporate governance. The Board of

Directors and the Group Leadership Team are committed to

effective risk management as a core management capability

that supports Nokia in achieving strategic, tactical and

operational business objectives and in managing business

performance.

▪Risk ownership follows business ownership

Nokia ERM is aligned to the overall Nokia governance model,

where Nokia’s businesses are accountable for meeting

approved plans and targets as agreed within Nokia. Each

business or function head is an owner of the risks in their

respective responsibility area and is responsible for

identifying and managing key risks and capturing

opportunities.

▪ERM is an area of continuous improvement

ERM is an area of continuous improvement for Nokia. The

Chief Financial Officer, who also functions as the Chief Risk

Officer, provides guidance and sponsors the development of

ERM practices and ERM improvement.

In addition to the principles defined in the Nokia Enterprise Risk

Management Policy, other key corporate level policies reflect

the implementation of specific aspects of risk management.

Cybersecurity risk management

Nokia, along with its partners and contracted third parties, faces

cybersecurity threats like ransomware, viruses, worms and

other malicious software, unauthorized modifications, or illegal

activities that may cause potential security risks and other harm

to Nokia, its customers or consumers and other end-users of

Nokia’s products and services. The dynamic nature of IT

technologies, including the introduction of AI technologies,

increase these risks.

Cybersecurity incidents can lead to lengthy and costly incident

response, remediation of the attack affecting business

continuity, or breach and legal proceedings and fines imposed

on Nokia, as well as adverse effects to Nokia’s reputation and

brand value. Despite sustained investments, preventing,

detecting and containing cyber-attacks remain challenging. 

Additionally, the regulatory framework around responding to

and disclosing such events is in flux and we may not be able to

comply with the regulations. 

We face a number of cybersecurity risks within our business.

Although such risks have not materially affected us thus far,

including our business strategy, results of operations, or

financial condition, we have experienced threats to and

breaches of our data and systems, including malware and

computer virus attacks. We continue to address these

challenges, but there is no guarantee against future attacks.

Nokia has well-established cybersecurity processes built into its

overall security risk management framework. This integration is

achieved through the implementation of a security program set on

various processes, such as cybersecurity risk management, third-

party security risk management, security incident management and

business continuity and disaster recovery planning. In evaluation of

the effectiveness of our cybersecurity processes and their

alignment with the industry best practices, we have engaged and

may engage in the future with third party advisers and consultants.

The Chief Security Officer, who has the authority to establish

and oversee the Nokia information security program, keeps

Nokia’s executive leadership informed on program outcomes

and highlights information security risks which may affect Nokia

business and customers. Nokia’s executive leadership provides

direction and support and has the responsibility to execute the

program within their own domains. Key principles are

communicated through the Nokia Information Security Policy,

applicable also to third parties and collaborators and supported

by topical Standard Operation Procedures and guidelines.

Nokia’s commitment to security is reflected in the supplier

selection processes, contracts and supplier (re)assessments

that are designed to ensure effective security is in place in our

supply chain and with our third-party partners. We are dedicated

to adhering to applicable laws, regulations, contractual

commitments, and industry best practices, including but not

limited to ISO 27001, NIST SP 800 series, the Cloud Security

Alliance Control Matrix, and the Information Security Forum.

Nokia’s cybersecurity incidents are handled in the Security Incident

Management Process, which covers all phases of incident

response, including preparation, identification, containment,

eradication, recovery and post-incident analysis. Each confirmed

cybersecurity-related incident is assessed against a classification

scheme (impact on confidentiality, integrity and availability of the

related asset, urgency, and priority of the security incident).

Significant cybersecurity incidents are elevated and managed by

a cross-functional, executive management-level team, which is

responsible for making the necessary decisions and prioritizing

actions that can minimize the impact of the security incident to

Nokia and its customers. Members from the CFO and Legal,

Compliance & Sustainability teams are responsible for determining

the materiality of the security incident and promptly informing the

Audit Committee of the Board.

The Nokia management team for assessing and managing

cybersecurity threats includes members with training and

experience in security risk management, security governance, cyber

resilience, security incident management, information technology,

cybersecurity legal and compliance requirements and disclosures.

These activities are coordinated and overseen by the Chief Security

Officer, who leads the assessment of cybersecurity risks, ensures

the alignment between different functions to assess and manage

the risks and works with the designated risk owners through the

Cyber Risk Council and the Enterprise Risk Management framework.

The Chief Security Officer has extensive cybersecurity expertise,

having held cybersecurity‑related roles since 2012, and holds

undergraduate and post-graduate degrees in Engineering and

professional certifications in cyber security management. The

Cyber Risk Council includes members of our senior management

45 Nokia Annual Report on Form 20-F 2025

Contents

•Corporate governance

with significant working experience in technology, cybersecurity and

risk management. For an overview of the training and experience of

the members of the Board and our assessment of their experience

and skills related to cybersecurity, please see “Main corporate

governance bodies of Nokia – Board of Directors”.

Description of internal control procedures in

relation to the financial reporting process

Management is responsible for establishing and maintaining

adequate internal control over Nokia’s financial reporting. Our

internal control over financial reporting is designed to provide

reasonable assurance to management and the Board regarding

the reliability of financial reporting and the preparation and fair

presentation of published financial statements.

Management conducts a yearly assessment of Nokia’s internal

controls over financial reporting in accordance with the Committee

of Sponsoring Organizations framework (the “COSO framework”,

2013) and the Control Objectives for Information and Related

Technology (COBIT) framework of internal controls. The assessment

is performed based on a top-down risk assessment of our financial

statements covering significant accounts, processes and locations,

corporate-level controls and information systems’ general controls.

As part of its assessment, management has documented:

▪the corporate-level controls, which create the “tone from

the top” containing the Nokia values and Code of Conduct

and which provide discipline and structure to decision-

making processes and ways of working. Selected items from

our operational mode and governance principles are

separately documented as corporate-level controls;

▪the significant processes: (i) give a complete end-to-end

view of all financial processes; (ii) identify key control points;

(iii) identify involved organizations; (iv) ensure coverage for

important accounts and financial statement assertions; and

(v) enable internal control management within Nokia;

▪the control activities, which consist of policies and

procedures to ensure management’s directives are carried

out and the related documentation is stored according to

our document retention practices and local statutory

requirements; and

▪the information systems’ general controls to ensure that

sufficient IT general controls, including change management,

system development and computer operations, as well as

access and authorizations, are in place.

Further, management has also:

▪assessed the design of the controls in place aimed at

mitigating the financial reporting risks;

▪tested operating effectiveness of all key controls; and

▪evaluated all noted deficiencies in internal controls over

financial reporting in the interim and as of year end.

In 2025, Nokia has followed the procedures as described above

and has reported on the progress and assessments to

management and to the Audit Committee of the Board on a

quarterly basis.

Description of the organization of the internal

audit function

We have an internal audit function that examines and evaluates

the adequacy and effectiveness of our system of internal

control. Internal audit reports to the Audit Committee of the

Board. The head of the internal audit function has direct access

to the Audit Committee, without the involvement of

management. The internal audit staffing levels and annual

budget are approved by the Audit Committee. All authority of the

internal audit function is derived from the Board. The internal

audit aligns to the business by business group and function.

Annually, a risk-based internal audit plan is developed taking

into account key business risks, emerging risks, external factors

and input from management. This plan is approved by the Audit

Committee. Audits are completed across business groups and

functions. The results of each audit are reported to

management identifying issues, financial impact, if any, and the

correcting actions to be completed. Quarterly, the internal audit

function communicates the progress of the internal audit plan

completion, including the results of the closed audits, to the

Audit Committee. Any changes to the risk environment

impacting the internal audit plan are presented to the Audit

Committee for review and approval on a quarterly basis.

Internal audit also works closely with Internal Controls and

Ethics and Compliance offices to review any financial and

compliance concerns brought to light from various channels

and, where relevant, works with Enterprise Risk Management to

ensure priority risk areas are reviewed through audits.

46 Nokia Annual Report on Form 20-F 2025

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•Corporate governance

Related party transactions

We determine and monitor related parties in accordance with

the International Accounting Standards (IAS 24, Related Party

Disclosures) and other applicable regulations including the

applicable U.S. securities laws. We maintain information on our

related parties, as well as monitor and assess related party

transactions. As a main principle, all transactions should be

conducted at arm’s length and as part of the ordinary course of

business. In exceptional cases where these principles would be

deviated from, Nokia would set up a separate process to

determine the related parties in question and to seek relevant

approvals in accordance with internal guidelines and applicable

regulations.

Main procedures relating to insider

administration

Our insider administration is organized according to the

applicable European Union and Finnish laws and regulations as

well as applicable U.S. securities laws and regulations. In

addition, Nokia has adopted the Nokia Insider Trading Policy,

approved by the Board of Directors, which sets out Nokia-wide

rules and practices to ensure full compliance with applicable

rules and that inside information is recognized and treated in an

appropriate manner and with the highest integrity. The Nokia

Insider Trading Policy is applicable to all directors, executives

and employees of Nokia.

Persons discharging managerial responsibilities

Nokia has identified members of the Board of Directors and the

Group Leadership Team as persons discharging managerial

responsibilities who, along with persons closely associated with

them, are required to notify Nokia and the Finnish Financial

Supervisory Authority of their transactions with Nokia’s financial

instruments. Nokia publishes the transaction notifications.

In addition, according to the Nokia Insider Trading Policy,

persons discharging managerial responsibilities are obligated to

clear a planned transaction in Nokia’s financial instruments in

advance with the person in charge of the insider administration.

It is also recommended that trading and other transactions in

Nokia’s financial instruments are carried out in times when the

information available to the market is as complete as possible.

Closed window

Persons discharging managerial responsibilities are subject to a

closed window period of 30 calendar days preceding the

disclosure of Nokia’s quarterly or annual result announcements,

as well as the day of the disclosure. During the closed window

period, persons discharging managerial responsibilities are

prohibited from dealing in Nokia’s financial instruments.

Nokia has imposed this closed window period also on separately

designated financial reporting persons who are recurrently

involved with the preparation of Nokia’s quarterly and annual

results announcements. These persons are separately notified

of their status as designated financial reporting persons.

Insider registers

Nokia does not maintain a permanent insider register. Insiders

are identified on a case-by-case basis for specific projects and

are notified of their insider status. Persons included in a project-

specific insider register are prohibited from dealing in Nokia’s

financial instruments until the project ends or is made public.

Supervision

Our insider administration’s responsibilities include, among

other matters, internal communications related to insider

matters and trading restrictions, setting up and maintaining our

insider registers and arranging related trainings, as well as

organizing and overseeing compliance with the insider rules.

Violations of the Nokia Insider Trading Policy must be reported

to the head of Corporate Legal. Nokia employees may also use

channels stated in the Nokia Code of Conduct for reporting

incidents involving suspected violations of the Nokia Insider

Trading Policy.

Auditor fees and services

Deloitte Oy, based in Helsinki, Finland, served as our auditor and

our sustainability reporting assurer for the financial year ended

31 December 2025 and for the financial year ended 31

December 2024. The auditor and the sustainability reporting

assurer are elected annually by our shareholders at the Annual

General Meeting for the next financial year commencing after

the election. On an annual basis, the Audit Committee of the

Board prepares a proposal to the shareholders regarding the

appointment of the auditor and the sustainability reporting

assurer based upon its evaluation of the qualifications and

independence of the auditor and the sustainability reporting

assurer to be proposed for election.

The following table presents fees by type paid to Deloitte’s

network of firms for the years ended 31 December:

EURm	2025	2024
Audit fees(1)	19.5	18.5
Audit-related fees(2)	2.3	2.5
Tax fees(3)	0.4	0.2
All other fees(4)	0.3	0.1
Total	22.5	21.3

(1)Audit fees consist of fees incurred for the annual audit of the Group’s

consolidated financial statements and the statutory financial statements of the

Group’s subsidiaries.

(2)Audit-related fees consist of fees billed for sustainability reporting assurance

approximately EUR 0.9 million (approximately EUR 1.4 million in 2024) as well as

other assurance and related services that are reasonably related to the

performance of the audit or review of the Group’s financial statements or that are

traditionally performed by the independent auditor, and include consultations

concerning financial accounting and reporting standards; advice and assistance in

connection with local statutory accounting requirements; due diligence related to

mergers and acquisitions; and audit procedures in connection with investigations

in the pre-litigation phase and compliance programs. They also include fees billed

for other audit services, which are those services that only the independent

auditor can reasonably provide, and include the provision of comfort letters and

consents in connection with statutory and regulatory filings and the review of

documents filed with the SEC and other capital markets or local financial reporting

regulatory bodies.

(3)Tax fees include fees billed for: (i) services related to tax compliance including

preparation and/or review of tax returns, preparation, review and/or filing of

various certificates and forms and consultation regarding tax returns and

assistance with revenue authority queries; compliance reviews, advice and

assistance on other indirect taxes; and transaction cost analysis; (ii) services

related to tax audits; (iii) services related to individual compliance (preparation of

individual tax returns and registrations for employees (non-executives), assistance

with applying for visas, residency, work permits and tax status for expatriates); (iv)

services related to technical guidance on tax matters; (v) services related to

transfer pricing advice and assistance with tax clearances; and (vi) tax consultation

and planning (advice on stock-based remuneration, local employer tax laws, social

security laws, employment laws and compensation programs and tax implications

on short-term international transfers).

(4)Other fees include fees billed for Company establishments, liquidations, forensic

accounting, data security, other consulting services and reference materials

and services.

47 Nokia Annual Report on Form 20-F 2025

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•Remuneration

Remuneration

This section sets out our remuneration

governance, policies and how they have

been implemented within Nokia. It

includes our Remuneration Report

where we disclose the remuneration of

our Board members and the President

and CEO for 2025, which will be

presented to the Annual General

Meeting (AGM) 2026 for an advisory

vote.

Shareholders have approved of our proposed amendments to

the Remuneration Policy in the 2025 AGM. A summary of the

Policy is set out in this section of the report and the full version

of the Policy is available on our website.

Other remuneration-related information provided alongside the

Remuneration Report is not subject to a vote at the AGM 2026

but provides added information on the Nokia Remuneration

Policy and remuneration practices applied within Nokia as well

as on the remuneration of the Group Leadership Team

members.

We report information applicable to executive remuneration in

accordance with Finnish regulatory requirements and with

requirements set by the US Securities and Exchange

Commission that are applicable to us.

Highlights
▪Overall performance in 2025 was solid, with net sales growth, comparable operating profit(1) and strong free cash flow(1) delivered in line with expectations, which are reflected in the incentive payouts. Disciplined execution helped offset FX headwinds, complete the Infinera acquisition, accelerate AI & Cloud orders, and strengthen the balance sheet while funding investments and dividends. ▪Justin Hotard joined Nokia as President and CEO on 1 April 2025 at the same salary and variable pay opportunities as his predecessor and was invited to participate in a co-investment (eLTI) arrangement. In addition, he received compensation for the loss of forfeited awards on leaving his previous employer on a like-for-like basis. ▪Justin Hotard’s 2025 short-term incentive (STI) was subject to a score of operating profit, cash release(2), health & safety and diversity objectives and resulted in an overall STI payout of 129% of target opportunity. ▪Pekka Lundmark stepped down from the role of Nokia President and CEO on 31 March 2025 and continued as Advisor to the new President and CEO until 31 December 2025, to ensure a smooth leadership transition.	▪The former CEO received his base salary, benefits and incentives throughout 2025. The remaining balance of his notice period of 12 months until 9 February 2026 was paid out together with his 2025 short-term incentive. ▪The long-term incentive (LTI) awards (performance shares) granted to Pekka Lundmark and other GLT members in 2022 fully lapsed following the end of the three-year performance period in 2025. ▪The 2026 STI for the CEO will be subject to comparable operating profit in constant currency(2) and free cash flow(1) measures, with potential Board downward discretion on health and safety and workforce composition. ▪The 2026 metrics for the LTI (performance shares) for Justin Hotard and the rest of the GLT will continue to be subject to a scorecard of relative Total Shareholder Return (“TSR”), cumulative reported Earnings Per Share (EPS) and greenhouse gas (GHG) emission reduction. ▪Justin Hotard received a salary increase of approximately 6.0% in 2026, to bring his total target remuneration closer to the market level, this will remain significantly below the US benchmark primarily due to the significantly lower LTI award.
Further details of all of these matters are set out in the Remuneration Report.

(1)Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures, refer to the “Alternative performance measures”

section

(2)Comparable operating profit in constant currency and cash flow less comparable operating profit (i.e. cash release) are financial measures used only in calculation of short-term

incentives for the President and CEO and the members of the Global Leadership Team. These measures are not used to communicate the management’s view of Nokia’s financial

performance, and hence they are not considered as alternative performance measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable

IFRS measure, refer to the ”Alternative performance measures” section.

48 Nokia Annual Report on Form 20-F 2025

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•Remuneration

Remuneration Report 2025

Letter from the Chair of the Personnel

Committee of the Board

“Dear Fellow Shareholder,

I am delighted to present our

Remuneration Report 2025

as the Chair of the Personnel

Committee of the Nokia Board.”

Our remuneration philosophy

At the core of Nokia’s philosophy lie two principles:

▪pay for performance and aligning the interests of employees

with shareholders; and

▪ensure that remuneration programs and policies support the

delivery of the corporate strategy and create long-term

sustainable shareholder value.

Shareholder support

Driven by the strategic shift to expand into new business areas such

as data centers, private wireless, and defense, particularly in North

America, the Nokia Board of Directors proposed amendments to

the Remuneration Policy (“Policy”) for approval by shareholders in

the 2025 Annual General Meeting (“AGM”). In developing the

proposal, engagement was undertaken with the company’s largest

shareholders in November 2024 and April 2025. The Board

welcomed the support received from the majority of shareholders

for the amendments at the AGM, while acknowledging that a

significant minority voted against the proposal.

In response to this outcome, and consistent with our commitment

to maintaining an open and constructive dialogue with our

shareholders, further engagement was conducted with

approximately 30% of our shareholders during Autumn 2025. The

principal concerns raised by investors related to the introduction of

restricted shares in the Policy and the perceived lack of clarity

around the use of underpins.

When considering the introduction of restricted shares, the

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

carefully evaluated the strategic context in which Nokia operated,

particularly the growing importance of the North American market

and the need to remain competitive in attracting and retaining

senior leadership capable of delivering our long-term objectives.

The proportion of Nokia’s revenue generated in North America is

expected to increase as we expand in higher-growth businesses.

These areas, such as data centers, represent key drivers of the

company’s future development, and as part of this strategy, Nokia

completed the EUR 2.5 billion acquisition of Infinera Corporation in

2025, a US-based supplier of optical networking solutions and

advanced optical semiconductors. Justin Hotard, who headed the

Data Center & AI Group at Intel with more than 25 years of

experience in AI and data-center markets across major US

technology companies, was appointed as CEO in April 2025.

Against this backdrop, the Committee concluded that the

introduction of additional restricted share awards of up to 100% of

base salary was necessary to position the CEO’s total remuneration

closer to market levels for comparable US-based roles, to provide

the retention support expected in the North American executive

market and to ensure a healthy compression between the

remuneration of the CEO and that of his direct reports. With the

addition of restricted shares, more than two-thirds of the CEO’s

total target remuneration – and nearly 90% of variable

remuneration at maximum – will remain performance-based,

maintaining Nokia’s commitment to pay for performance. 

Compensation of the new President and CEO

On 10 February 2025, Nokia announced that Justin Hotard

would be appointed as its new President and Chief Executive

Officer from 1 April 2025. The new President and CEO’s salary and

variable pay arrangement were the same as his predecessor.

Hotard received his salary for the period from 1 April 2025 to the

end of the financial year with a prorated STI payout over the same

period of 129% of target opportunity, based on the performance

of the company. He was granted LTI (performance share) award in

July 2025.

In addition, Justin Hotard received a one-time buy-out award of EUR

2.0 million in cash and EUR 6.0 million in restricted shares, vesting in

three tranches over a period of three years, both in lieu of his

forfeited unvested equity awards from the previous employer.

Additionally, Justin Hotard was given compensation for repayment

of previous employer’s sign-on bonus that he had to repay, of c.

EUR 1.0 million. Mr. Hotard was also invited to participate in the co-

investment-based long-term incentive arrangement (eLTI) , under

which he invested EUR 2 821 000 in Nokia shares in June 2025. In

return, he is offered two Performance Shares for each share

invested as a matching award. The invested shares must be held for

three years for the matching shares to vest, subject to the same

performance conditions as for the 2025 LTI Performance Shares.

49 Nokia Annual Report on Form 20-F 2025

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•Remuneration

This investment aligns the new President and CEO with shareholders

from the start and is a sign of his commitment to Nokia.

The Board has approved a 6.0% increase to Justin Hotard’s

base salary as of 1 January 2026, while maintaining his target

STI and performance share opportunities at their existing levels.

With this increase, the President and CEO’s total target

remuneration will remain below the US median benchmark.

Exit arrangements for the previous President and CEO

Pekka Lundmark continued to lead Nokia until 31 March 2025 and

remained employed during 2025 to support the transition of

leadership and relationships with our key customers and

stakeholders after stepping down as President and CEO.

Mr. Lundmark received his base salary and incentive throughout

2025. The remaining balance of his 12-month notice period base

pay and benefits until 9 February 2026 was paid out in cash in lieu

of notice, together with his 2025 STI based on actual performance.

He was not eligible for 2026 STI.  Considering Mr. Lundmark’s

retirement from operational roles and his continued work to enable

a smooth leadership transition throughout 2025, on Board’s

discretion, Pekka Lundmark retained his outstanding long-term

incentives (performance shares 2022‒2024 and eLTI 2024). These

awards will vest on normal vesting dates prorated to his service at

the company until 31 December 2025 and subject to applicable

performance conditions.

The 2022 LTI (performance shares) was subject to the

predetermined dividend adjusted share price targets and a three-

year performance period which ended in January 2025. Based on

the dividend adjusted share price outcome of EUR 4.88, the award

lapsed in full for Pekka Lundmark and other GLT members who

received the grant in 2022.

STI performance outcome and payout for 2025

Justin Hotard’s 2025 STI, prorated for period worked, was subject

to a scorecard of operating profit, cash release(1), health & safety

and diversity objectives. Pekka Lundmark’s 2025 STI was subject to

the same scorecard of measures.

The comparable operating profit in constant currency(1) for 2025

was EUR 2 168 million, against the target of EUR 2 093 million. As a

result, the payout for this element was 115% of target. For the

cash release element (cash flow less comparable operating profit)(1),

the actual outcome was EUR -338 million, against the target of EUR

-1 238 million. This resulted in a payout of 198% of target for this

element.

The first gender diversity metric (female percentage in workforce)

achieved 22.9% for the full year, against the target of 23.9%, which

resulted in a payout of 0% of target for this element. The second

gender diversity metric (female percentage in leadership) achieved

17.2% for the full year, against the target of 18.2%, which resulted

in a payout of 0% of target for this element.

The health & safety metric of lost time injury frequency rate

measures how often lost time injuries occur that directly impacts

Nokia employees during the year. This metric achieved an outcome

of 0.055 lost time injury frequency rate (“LTIFR”) against the target

of 0.085, which resulted in a payout of 225% of target for this

element. However, as a result of five fatalities within Nokia’s control

during the year, the Board exercised downward discretion to reduce

the payout under this element by 10%, which resulted in the final

outcome of 203% for this metric.

As a result, a total of 129% of target STI was payable for the

financial year 2025.

STI and LTI performance conditions for 2026

During 2025, the Committee also undertook a review of the

performance metrics used for our STI and LTI plans and decided to

make changes for 2026 to ensure our incentive plans support our

strategy focused on growth and performance. Our 2026 incentive

plans for the President and CEO and the rest of the GLT will follow

the structure set out below.

Delivering the next year’s step in the strategic plan – STI
Comparable Operating Profit in Constant Currency(1) 70%	Free Cash Flow(2) 30%
Continued focus on profitability	Achieve a strong cash position
Delivering sustainable value – LTI
50% relative TSR, 40% cumulative reported EPS (adjusted for impairments and M&A), 10% GHG emission reduction (scope 1, 2 and 3)
A more rounded and balanced approach reflecting performance over the long term in growing the business and in delivering shareholder value whilst working towards our 2030 goal of 50% GHG emission reduction

For 2026, cash release(1) has been replaced with Free Cash

Flow(2), which provides a simpler and a more transparent view of

underlying cash generation. Additionally, health & safety and

diversity will no longer operate as standalone metrics within the

STI, as the Committee considers performance in these areas as an

integral part of the day-to-day responsibilities of the President and

CEO and senior leaders rather than a measure for variable

remuneration. These areas remain important to the company’s

long-term success, and the Committee will retain the ability to apply

a downward discretion to STI outcomes where performance in

these areas does not meet expectations. The STI weightings have

been adjusted for 2026 to reflect this updated framework.

The Committee reaffirmed the importance of a safety culture with

ongoing safety programs and targets aimed at raising awareness

and encouraging positive safety behaviors among subcontractors.

Nokia will continue to set internal safety targets for 2026.

Share ownership requirement

Our President and CEO is required to hold Nokia shares

equivalent to three times his annual base salary. Justin Hotard

currently maintains a total shareholding (including his

beneficially owned shares and unvested restricted shares) which

significantly exceeds the requirement. This demonstrates his

commitment to an alignment with Nokia’s long-term success

and our shareholder interests.

Conclusions

I thank shareholders who assisted the Committee in the

consultation process during 2025 and we remain committed to

maintaining an open and constructive dialogue. I look forward to

your continued support at our 2026 Annual General Meeting.

THOMAS DANNENFELDT,

CHAIR OF THE PERSONNEL COMMITTEE

(1)  Comparable operating profit in constant currency and cash flow less comparable

operating profit (i.e. cash release) are financial measures used only in calculation of

short-term incentives for the President and CEO and the members of the Global

Leadership Team. These measures are not used to communicate the management’s

view of Nokia’s financial performance, and hence they are not considered as

alternative performance measures. For the definition and reconciliation of non-IFRS

measures to the most directly comparable IFRS measure, refer to the ”Alternative

performance measures” section.

(2)  Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the

most directly comparable IFRS measures, refer to the “Alternative performance

measures” section.

50 Nokia Annual Report on Form 20-F 2025

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•Remuneration

Introduction

This Remuneration Report of Nokia Corporation (the Report) has

been approved by the Company’s Board of Directors (the Board)

to be presented to the Annual General Meeting 2026. The

resolution of the Annual General Meeting on the Report is

advisory. The Report presents the remuneration of the Board

members and the President and CEO for the financial year 2025

in accordance with the Decree of the Finnish Ministry of Finance

608/2019 and the Finnish Corporate Governance Code 2025, as

well as other applicable Finnish laws and regulations. The

members of the Board and the President and CEO have been

remunerated in accordance with our approved Remuneration

Policy during the financial year 2025. No temporary or other

deviations from the Policy have been made and no clawback

provisions have been exercised during the financial year 2025.

In 2025, our remuneration structure promoted the Company’s

long-term financial success by setting the performance criteria

for short-term and long-term incentives to support the

Company’s short-term and long-term goals, as well as through

shareholding requirements set for the President and CEO, the

GLT and the Board members. Aligned with Nokia’s pay-for-

performance remuneration principle, performance-based

remuneration was emphasized over fixed base salary. The

setting and application of the performance criteria for incentive

programs executed the philosophy of pay-for-performance and

supported the delivery of the corporate strategy as well as the

creation of long-term sustainable shareholder value.

The table on the right compares the development of the

remuneration of our Board of Directors, President and CEO,

average employee pay and Company performance over a five-

year period.

The pay-for-performance remuneration principle applied to the

President and CEO, as well as the shareholding requirement of

the President and CEO and the Board members, as applicable,

contribute to an alignment of interests with shareholders, while

also promoting and incentivizing decisions that are in the long-

term interest of the Company.

Year	Aggregate remuneration of the Board of Directors (EUR)(1)	President and CEO actual remuneration (EUR)(2)	Average salaries and wages (EUR)(3)(5)	Net sales (EURm)(5)	Total shareholder return (rebased to 100 at 31 Dec 2020)(4)
2021	1 821 000	4 908 244	70 411	22 202	176.90%
2022	2 280 000	4 316 606	74 241	23 761	139.07%
2023	2 503 000	3 738 560	69 096	21 138	101.13%
2024	2 511 000	3 988 250	78 576	19 220	146.73%
2025	2 499 000	7 286 861	80 367	19 889	197.49%

(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

of shareholders. The value depends on the number of members elected to the Board for each term as well as on the composition of the Board committees and travel required.

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.

(2)The President and CEO actual remuneration represents the aggregate total of the two President and CEOs in 2025.

(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.

(4)Total shareholder return on last trading day of the previous year.

(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.

We also present this data graphically:

Comparative data (rebased year-end 2020 = 100)

51 Nokia Annual Report on Form 20-F 2025

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•Remuneration

Pay for performance

Core to our remuneration philosophy is a desire to pay for

performance.

Each year we review overall total shareholder return compared

with LTI vesting, mapping the performance of the plans against

the total shareholder return curve.

Looking at the performance of our long-term incentive plans

against total shareholder return, there is a reasonable

alignment with the performance of the plans declining as total

shareholder return declines.

The Board continues to actively monitor the performance of our

long-term incentive plans to ensure that they deliver value for

shareholders.

Share price and total shareholder return vs long-term incentive performance

Global peer group

During 2025, the global peer group used in our remuneration

benchmarking and relative TSR performance assessment was

reviewed and updated so that it consists of the following 24

companies. As part of this review, Atos was removed from the

(1)2023 LTI's performance period ended in January 2026. The vesting outcome of this award will be reported in the 2026 Remuneration Report.

(2)2024 and 2025 LTIs’ performance periods are not yet completed.

peer group following material changes to its business profile, and

both Juniper Networks and VMware were removed as they have

delisted.

ABB	Infineon Technologies
Adobe	Kone
Airbus	Motorola Solutions
ASML	NXP Semiconductors
BAE Systems	Oracle
Capgemini	Philips
Ciena	SAP
Cisco Systems	Siemens Healthineers
Corning	Vodafone Group
Dell Technologies	Wärtsilä
Ericsson
Hewlett Packard Enterprise
HP
IBM

52 Nokia Annual Report on Form 20-F 2025

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•Remuneration

Remuneration of the Board of Directors

The shareholders resolve annually on director remuneration

based on a proposal made by the Board of Directors on the

recommendation of the Board’s Corporate Governance and

Nomination Committee.

The aggregate amount of remuneration paid to the Board

members in 2025 equaled EUR 2 499 000 of which

EUR 2 390 000 consisted of annual fees and the rest of meeting

fees. In accordance with the resolution by the Annual General

Meeting 2025, approximately 40% of the annual fee from Board

and Board Committee work was paid in Nokia shares purchased

from the market on behalf of the Board members following the

Annual General Meeting.

The directors shall retain until the end of their directorship such

number of shares that corresponds to the number of shares

they have received as Board remuneration during their first

three years of service on the Board.

The rest of the annual fee was paid in cash, most of which was

used to cover taxes arising from the remuneration. All meeting

fees were paid in cash.

It is the Company’s policy that the non-executive members of

the Board do not participate in any of Nokia’s equity programs

and do not receive performance shares, restricted shares, or

any other variable remuneration for their duties as Board

members. No such variable remuneration was paid since all

persons acting as Board members during the financial year

2025 were non-executive.

Board remuneration for the term that began at the Annual General Meeting held on 29 April 2025 and ends at the close of the Annual

General Meeting in 2026 consisted of the following fees.

Annual fee	EUR
Chair	440 000
Vice Chair	210 000
Member	185 000
Chair of Audit Committee	30 000
Member of Audit Committee	15 000
Chair of Personnel Committee	30 000
Member of Personnel Committee	15 000
Chair of Strategy Committee	20 000
Member of Strategy Committee	10 000
Chair of Technology Committee	20 000
Member of Technology Committee	10 000
Meeting fee(1)	EUR
Meeting requiring intercontinental travel	5 000
Meeting requiring continental travel	2 000

(1)Paid for a maximum of seven meetings per term.

The following table outlines the total annual remuneration paid in 2025 to the members of the Board for their services.

	Annual fees (EUR)	Meeting fees (EUR)(1)	Total remuneration paid (EUR)	60% of annual fees and all meeting fees paid in cash (EUR)	40% of annual fees paid in shares (EUR)	Number of shares (approx. 40% of the annual fee)(2)
Sari Baldauf (Chair)	465 000	10 000	475 000	289 000	186 000	41 478
Søren Skou (Vice Chair)(3)	—	2 000	2 000	2 000	—	—
Timo Ihamuotila (Vice Chair as of 29 April 2025)	220 000	9 000	229 000	141 000	88 000	19 624
Timo Ahopelto	210 000	10 000	220 000	136 000	84 000	18 732
Elizabeth Crain	220 000	12 000	232 000	144 000	88 000	19 624
Thomas Dannenfeldt	245 000	14 000	259 000	161 000	98 000	21 854
Pernille Erenbjerg  (as of 29 April 2025)	200 000	—	200 000	120 000	80 000	17 840
Lisa Hook	210 000	12 000	222 000	138 000	84 000	18 732
Mike McNamara (as of 3 April 2024)	210 000	14 000	224 000	140 000	84 000	18 732
Thomas Saueressig	195 000	14 000	209 000	131 000	78 000	17 394
Carla Smits-Nusteling(3)	—	2 000	2 000	2 000	—	—
Kai Öistämö	215 000	10 000	225 000	139 000	86 000	19 178
Total	2 390 000	109 000	2 499 000	1 543 000	956 000	213 188

(1)Meeting fees include all meeting fees paid during the reported year 2025.

(2)40% of the annual fees after deducting the applicable transfer taxes.

(3)Stepped down at the Annual General Meeting on 29 April 2025 and received no annual fees in 2025.

53 Nokia Annual Report on Form 20-F 2025

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Remuneration of the President and CEO

The following table shows the actual remuneration received by the former and current President and CEO in 2025 and 2024. As our

CEO changed in the financial year 2025, both individual and aggregate figures are presented in respect of service as President and CEO

for comparison purposes. The 2024 LTI figure relates to the vesting of the 2021 LTI performance shares and the 2021 eLTI matching

performance shares. The 2025 LTI figure relates to the vesting of the 2022 LTI performance shares.

EUR	2025 (Combined)	Pay mix(1)	2025 (Hotard)(2)	Pay mix(1)	2025 (Lundmark)(3)	Pay mix(1)	2024	Pay mix(1)
Salary	1 410 500	38%	1 057 875	38%	352 625	38%	1 410 500	36%
Short-term incentive(4)	2 271 787	62%	1 703 840	62%	567 947	62%	1 824 834	46%
Long-term incentive(5)	—	0%	—	0%	—	0%	697 872	18%
Other remuneration(6)	3 604 574		3 584 877		19 697		55 044
Total	7 286 861		6 346 592		940 269		3 988 250

(1)Pay mix reflects the proportion of base salary, STI and LTI of total remuneration, excluding other remuneration.

(2)Justin Hotard’s compensation is shown in respect of his service as President and CEO from 1 April 2025.

(3)Pekka Lundmark’s compensation is shown in respect of his service as President and CEO to 31 March 2025. In addition, in respect of his services as an advisor between stepping

down as President and CEO on 31 March 2025 and his last day of work on 31 December 2025, he received EUR 1 057 875 salary and EUR 29 523 in benefits. The remaining balance

of his 12-month notice period base pay and benefits until 9 February 2026 was paid out in cash in lieu of notice, EUR 35 269, together with his 2025 STI based on actual

performance, which amounted to EUR 2 271 787 for the full year. Pekka Lundmark is not eligible for 2026 STI.

(4)STI represents the amounts earned in respect of financial year 2025, but that are paid in April 2026.

(5)LTI payments to Pekka Lundmark represents his 2022 performance share award, which fully lapsed.

(6)Other compensation for Pekka Lundmark includes telephone, car, driver, tax compliance support and medical insurance. For Justin Hotard, other compensation includes a one-

time buy-out award of EUR 2 000 000 in lieu of his forfeited unvested equity awards from the previous employer, compensation for repayment of previous employer’s sign-on

bonus that he had to repay of EUR 1 025 154, and other benefits including relocation and housing (including temporary housing), schooling fees, car, driver, telephone, medical

insurance and legal fees equaling to EUR 559 723.

Pursuant to Finnish legislation, Nokia is required to make contributions to the Finnish TyEL pension arrangements in respect of the

President and CEO. Such payments can be characterized as defined contribution payments. In 2025, payments to the Finnish state

pension system equaled EUR 39 291 for Pekka Lundmark in respect of his service as President and CEO (EUR 310 937 in 2024) and

EUR 490 275 for Justin Hotard. No supplementary pension arrangements were offered.

54 Nokia Annual Report on Form 20-F 2025

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•Remuneration

Hire and 2025 arrangements for Justin Hotard

Justin Hotard was appointed as President and CEO from 1 April 2025. His hire arrangements are summarized below and are in

accordance with the Remuneration Policy (“Policy”).

Item	Action	Amount	Note
Salary	Paid monthly from 1 April 2025	EUR 1.4 m per annum, pro- rated for 2025	In line with Policy and Executive Agreement
Short-term incentive 2025	Paid at actual for 2025 and prorated for period worked during the year	EUR 1.7 m	In line with Policy and STI plan rules
Long-term incentive 2025	Performance share award vests in 2028 subject to relative TSR (50%), cumulative earnings per share (40%) and GHG emission reduction (10%)	Target EUR 2.8 m	In line with Policy and LTI plan rules
eLTI co-investment arrangement	In return for a purchase and continued holding of 2.8m EUR worth of Nokia shares, a 2:1 award of Nokia 2025 performance shares was made. These vest in 2028 subject to relative TSR (50%), cumulative earnings per share (40%) and GHG emission reduction (10%) and continued holding of the purchased shares	Target EUR 5.6 m	In line with Policy and same as arrangement provided to Pekka Lundmark, Justin Hotard was invited to participate in the eLTI co-investment arrangement. This required him to make a substantial personal investment in Nokia shares aligning his personal interests with those of shareholders from joining.
Buyout of forfeited Restricted Stock awards	To compensate for the forfeiture of awards from the previous employer, and having duly considered the structure, time horizons, value and performance conditions of those forfeited awards, the Board granted the CEO EUR 6.0 million in restricted shares, vesting in three equal tranches in 2026, 2027 and 2028, as well as a cash payment of EUR 2.0 million, which was paid upon his commencement in April 2025.	EUR 8.0 m	In line with Policy and Executive Agreement and LTI Plan rules
Compensation for repayment of previous employer’s sign-on bonus	Cash in recognition of the repayment of sign-on bonus to previous employer	EUR 1.0 m	In line with Policy and Executive Agreement
Benefits	Paid from 1 April 2025	Standard Finnish benefits plus relocation support, temporary accommodation support, housing allowance, schooling allowance, and legal fees	In line with Policy and Executive Agreement

55 Nokia Annual Report on Form 20-F 2025

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•Remuneration

2025 Short-term Incentive of the President and CEO

Targets for the STI are set annually at or before the start of the year (adjusted for exceptional one-off items), balancing the need to

deliver value with the need to motivate and drive the performance of the Executive Team. Targets are determined for a set of strategic

metrics that align with driving sustainable value for shareholders and are set in the context of market expectations and analyst

consensus forecasts. For 2025, both Pekka Lundmark and Justin Hotard had a target STI opportunity of 125% of annual base salary.

Their 2025 STI framework was based on a scorecard of financial and non-financial objectives. Achievements against the 2025 targets

are set out in the table below. The outcomes for all metrics were calculated based on formulaic approach. For the health & safety

metric, lost time injury frequency rate achieved an outcome of 225% of target. However, as a result of five subcontractor fatalities

within Nokia’s control during the year, the Board exercised downward discretion to reduce the payout under this element by 10%,

which resulted in the final outcome of 203% for this metric.

Metric	Weight	Target	2025 performance outcome	2025 STI outcome (% of target)
Comparable operating profit in constant currency(1)	60%	EUR 2 093 m	EUR 2 168 m	115%
Cash release(1)	20%	EUR – 1 238 m	EUR – 338 m	198%
Gender diversity – women in leadership	5%	Female percentage of global leadership of 18.2%	17.2%	0%
Gender diversity – women in workforce	5%	Female percentage of global workforce 23.9%	22.9%	0%
Health & safety	10%	• Employee lost time injury frequency rate (LTIFR) of 0.085 • Fatality modifier (downward discretion in the event of fatalities, including all subcontractors)	LTIFR of 0.055 with 5 fatalities	203%
Total STI outcome	100%			129%

(1)Comparable operating profit in constant currency and cash flow less comparable operating profit (i.e. cash release) are financial measures used only in calculation of short-term

incentives for the President and CEO and the members of the Global Leadership Team. These measures are not used to communicate the management’s view of Nokia’s financial

performance, and hence they are not considered as alternative performance measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS

measure, refer to the ”Alternative performance measures” section.

Accordingly, the total 2025 STI payout for Pekka Lundmark and Justin Hotard for their respective periods of service as the President

and CEO during 2025 was EUR 567 947 and EUR 1 703 840, respectively. Pekka Lundmark’s total STI for 2025, reflecting continued

service until year-end, amounted to EUR 2 271 787.

56 Nokia Annual Report on Form 20-F 2025

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•Remuneration

Long-term Incentive awards granted to the President and CEO during 2025

In 2025, Justin Hotard was granted the following LTI (performance share) awards.

Targets for our LTI performance shares are set in a similar context to the STI. The performance shares targets are set at the start of

the performance period reflecting the business strategy and priorities over the three-year performance period. The performance

conditions for the 2025 performance shares are based on 50% relative TSR against our global peer group(1), 40% cumulative earnings

per share (EPS) and 10% GHG emission reduction targets over the three-year performance period from 2025 to 2028. During 2025,

Justin Hotard was invited to participate in the co-investment eLTI, under which he invested EUR 2.8 million in Nokia shares and

received two-for-one matching performance shares in return. The matching performance shares were subject to the same

performance conditions as set out above. Both the LTI performance shares and eLTI matching performance shares have a three-year

performance and vesting period. The targets for all metrics as well as the performance and vesting outcomes will be disclosed in the

2028 Remuneration Report.

Performance share awards(1) (2)	Units awarded	Grant date face value(3)  (EUR)	Grant date	Vesting
2025 LTI performance shares	608 000	2 681 280	7 July 2025	Q3 2028
2025 eLTI matching performance shares	1 218 548	5 666 248	3 June 2025	Q2 2028

(1)Global peer group consisted of 24 companies (see details under the “Global peer group” section).

(2)The maximum vesting is 200% of target if stretch performance targets are met.

(3)Grant date face value was calculated using the closing price of EUR 4.41 and EUR 4.65 on the date of grant for the 2025 performance shares and 2025 eLTI matching shares,

respectively.

As part of Justin Hotard’s joining arrangements as new President and CEO, he received a one-off buyout award of EUR 6.0 million in

restricted shares vesting in three tranches over a period of three years, in lieu of his forfeited unvested equity from the previous

employer. The value of this buyout award was determined taking account of the structure, time horizon, value and performance

conditions (where applicable) of his forfeited awards from the previous employer.

Restricted share awards	Units awarded	Grant date face value (EUR)(1)	Grant date	Vesting
2025 LTI restricted shares (buyout)	1 287 600	6 438 000	1 April 2025	Q2 2026, Q2 2027, Q2 2028

(1)Grant date face value was calculated using the closing share price at the date of grant of EUR 5.00. The difference in the grant date face value and the originally agreed amount of

EUR 6.0 million is due to the different share price used to calculate the number of shares to be granted using Nokia’s averaging method.

Long-term Incentive awards and other equity awards vested for the President and CEO during 2025

Pekka Lundmark was granted LTI performance share award in March 2022. The award had a three-year performance period and was

subject to dividend adjusted share price targets over the performance period. However, as the threshold share price was not achieved, the

award lapsed in full on 6 July 2025.

Share awards vesting during the year	Units awarded	Target share price (EUR)	Share price achievement (EUR)	Vesting outcome (% of target)	Units vested	Value of vested award (EUR)
2022 LTI performance shares	543 900	6.50	4.88	0%	—	—

57 Nokia Annual Report on Form 20-F 2025

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The President and CEO’s share ownership and unvested share awards

Our share ownership policy requires that the President and CEO holds a minimum of three times his or her annual base salary in Nokia

shares in order to ensure alignment with shareholder interests over the long term. Justin Hotard significantly exceeds this requirement

with a holding of 597%(1) well within the five-year allotted period.

Justin Hotard	Units	Value(2) (EUR)
Beneficially owned shares at 31 December 2025	609 274	3 393 656
Unvested shares under outstanding Nokia equity plans(3)	3 114 148	17 345 804
Total	3 723 422	20 739 460

(1)Shareholding of 597% of annual base salary as of 14 November 2025, using 12-month average share price. This includes all beneficially owned Nokia shares and unvested

restricted shares with no performance conditions.

(2)The values are based on the closing price of a Nokia share of EUR 5.57 on Nasdaq Helsinki on 30 December 2025.

(3)The number of units represents the number of unvested awards as of 31 December 2025.

The President and CEO’s termination provisions 2025

Termination by	Reason	Notice	Compensation
Nokia	Cause	None	The President and CEO is entitled to no additional remuneration and all unvested equity awards would be forfeited after termination.
Nokia	Reasons other than cause	Up to 12 months	The President and CEO is entitled to a severance payment equaling to 12 months’ remuneration (including annual base salary, benefits, and target short- term incentive). Unvested equity awards would be forfeited after termination, unless the Board determines otherwise. If termination occurs within three months before, or six months after a change of control event (double trigger), the CEO is entitled to shorten his notice period to three months, he receives 12 months’ remuneration and all his equity awards vest subject to performance and time proration until the expiry of the agreement.
President and CEO	Any reason	12 months	The President and CEO may terminate his service agreement at any time with 12 months’ notice. The President and CEO would either continue to receive salary and benefits during the notice period or, at Nokia’s discretion, a lump sum of equivalent value. Additionally, the President and CEO would be entitled to any short- or long-term incentives that would normally vest during the notice period. Any unvested equity awards would be forfeited after termination, except in the event of death, permanent disability and retirement, and unless the Board determines otherwise.
President and CEO	Nokia’s material breach of the service agreement	Up to 12 months	In the event that the President and CEO terminates his service agreement based on Nokia’s material breach of the service agreement, he is entitled to reduce the notice period to two months, and to receive a severance payment equaling to 12 months’ remuneration including the notice period. All equity awards vest, subject to any applicable performance criteria and prorated until the expiry of the agreement.

The President and CEO is subject to a 12-month non-competition and non-solicit obligation that applies after the termination of the

service agreement or the date when he is released from his obligations and responsibilities, whichever occurs earlier.

58 Nokia Annual Report on Form 20-F 2025

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•Remuneration

Remuneration Policy

Nokia Corporation’s Remuneration Policy, which applies to the

governing bodies of the Company, i.e. the Board of Directors

and the President and CEO, was approved by shareholders at

the Annual General Meeting 2025, receiving 61.78% of votes in

favor. This Policy remained in force and unchanged during 2025.

The information below is provided as a summary for ease of

reference.

In addition to applying the Remuneration Policy to our President

and CEO, the principles of our policy extend to the Group

Leadership Team.

The Board regularly monitors the effectiveness of the measures

used in our incentive plans to ensure that they align with and

drive the strategy of the company.

The Remuneration Policy for the Board of

Directors

In accordance with the Remuneration Policy, the Board’s

Corporate Governance and Nomination Committee periodically

reviews the remuneration for the Chair and members of the

Board against companies of similar size and complexity. The

objective of the Corporate Governance and Nomination

Committee is to enable Nokia to compete for top-of-class

Board competence to maximize value creation for its

shareholders. The Committee’s aim is that the Company has an

efficient Board composed of international professionals

representing a diverse and relevant mix of skills, experience,

background and other personal qualities. Competitive Board

remuneration contributes to the achievement of this target.

The main structure of the Board remuneration as outlined in the

Remuneration Policy is set out in the following table.

Fees	Fees consist of annual fees and meeting fees. Approximately 40% of the annual fee is paid in Nokia shares purchased from the market on behalf of the Board members or alternatively delivered as treasury shares held by the Company. The balance is paid in cash, most of which is typically used to cover taxes arising from the paid remuneration. Meeting fees are paid in cash.
Incentives	Non-executive directors are not eligible to participate in any Nokia incentive plans and do not receive performance shares, restricted shares or any other equity-based or other form of variable compensation for their duties as members of the Board.
Pension	Non-executive directors do not participate in any Nokia pension plans.
Share ownership requirement	Members of the Board shall normally retain until the end of their directorship such number of shares that corresponds to the number of shares they have received as Board remuneration during their first three years of service on the Board (the net amount received after deducting those shares needed to offset any costs relating to the acquisition of the shares, including taxes).
Other	Directors are compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work. These are paid in cash.

Proposals of the Board of Directors to the Annual General

Meeting 2026 were published on 29 January 2026. The

Corporate Governance and Nomination Committee has resolved

to recommend to the Board that the annual fees of Board

members would remain at an unchanged level. Consequently,

the Board proposes to the Annual General Meeting 2026 that

the annual fees payable for a term ending at the close of the

next Annual General Meeting be as follows:

▪EUR 440 000 for the Chair of the Board;

▪EUR 210 000 for the Vice Chair of the Board;

▪EUR 185 000 for each other member of the Board;

▪EUR 30 000 each for the Chairs of the Audit Committee and

the Personnel Committee and EUR 20 000 for the Chairs of

the Technology Committee and the Strategy Committee as

an additional annual fee; and

▪EUR 15 000 for each member of the Audit Committee and

the Personnel Committee and EUR 10 000 for each member

of the Technology Committee and the Strategy Committee

as an additional annual fee.

In addition, the Board of Directors proposes that the meeting

fees for Board and Committee meetings remain at the current

level. The meeting fees are based on potential travel required

between the Board member’s home location and the location of

a meeting and are paid for a maximum of seven meetings per

term as follows:

▪EUR 5 000 per meeting requiring intercontinental travel; and

▪EUR 2 000 per meeting requiring intracontinental travel.

Only one meeting fee is paid if the travel covered by the fee

includes several meetings of the Board and its Committees. The

Board also proposes that members of the Board shall be

compensated for travel and accommodation expenses as well as

other costs directly related to Board and Board Committee work.

59 Nokia Annual Report on Form 20-F 2025

Contents

•Remuneration

The Remuneration Policy for the President and CEO

Remuneration elements	Purpose and link to strategy	Operation including maximum opportunity	Performance metrics
Base salary	To attract and retain individuals with the requisite level of knowledge, skills and experience to lead our businesses	Base salary is normally reviewed annually taking into consideration a variety of factors, including, for example, performance of the Company and the individual, remuneration of our global peer group, changes in individual responsibilities and employee salary increases.	Whilst there are no performance targets attached to the payment of base salary, performance is considered as context in the annual salary review.
Pension	To provide retirement benefit aligned with local country practice	Pension arrangements reflect the relevant market practice and may evolve year- on-year. The President and CEO may participate in the applicable pension programs available to other executives in the country of employment. Details of the actual pension arrangement will be shown in the annual Remuneration Report. In Finland, the President and CEO participates in the Finnish statutory Employee’s Pension Act (TyEL), and there is no supplementary pension plan.	N/A
Other benefits	To provide a competitive level of benefits and to support recruitment and retention	Benefits will be provided in line with local market practice in the country of employment and may evolve year-on-year. Benefits may include, for example, a company car (or cash equivalent), risk benefits (for example life and disability insurance) and employer contributions to insurance plans (for example medical insurance). Additional benefits and allowances may be offered in certain circumstances such as relocation support, expatriate allowances, and temporary living and transportation expenses aligned with Nokia’s mobility policy. The President and CEO is also eligible to participate in similar programs which may be offered to Nokia’s other employees such as the voluntary all-employee share purchase plan.	N/A
Short-term incentive (STI)	To incentivize and reward performance against delivery of the annual business plan	STI is based on performance against one-year financial and non-financial targets and normally paid in cash. Minimum payout is 0% of base salary. Target opportunity is 125% of base salary. Maximum opportunity is 281.25% of base salary. The malus and clawback conditions apply in accordance with Company clawback policies.	Performance measures, weightings and targets for the selected measures are set annually by the Board to ensure they continue to support Nokia’s short-term business strategy. These measures can vary from year to year to reflect business priorities and may include a balance of financial, key operational and non-financial measures (including but not limited to strategic, customer satisfaction, employee engagement, environmental, social, governance or other sustainability-related measures). Although the performance measures and weighting may differ year to year reflecting the business priorities, in any given year, a minimum of 60% of measures will be based on financial criteria. Targets for the short-term incentives are set at the start of the year, in the context of analyst expectations and the annual plan, selecting measures that align to the delivery of Nokia’s strategy. The performance metrics and weightings are disclosed retrospectively in the annual Remuneration Report.

60 Nokia Annual Report on Form 20-F 2025

Contents

•Remuneration

Remuneration elements	Purpose and link to strategy	Operation including maximum opportunity	Performance metrics
Long-term incentive (LTI) – performance share award	To reward for delivery of sustainable long-term performance, align the President and CEO’s interests with those of shareholders, and aid retention	Long-term incentive awards may be made annually in performance shares, vesting normally after three years dependent on the achievement of performance conditions measured over a three-year period. Target award level is 200% of base salary at the date of grant, with maximum vesting of 400% of base salary. The malus and clawback conditions apply in accordance with Company clawback policies.	Performance measures, weightings and target metrics for the selected measures are set by the Board to ensure they continue to support Nokia’s long-term business strategy and financial success. Targets are set in the context of Nokia’s long-term plans and analyst forecasts, ensuring that they are considered both achievable and sufficiently stretching. The Board may choose different measures and weightings each year based on the business plan. The measures consist of at least 60% financial and/or share price- related measures. The Performance metrics and weightings are disclosed retrospectively in the annual Remuneration Report.
Long-term incentive (LTI) - restricted share award	To incentivize longer-term decision making for sustainable shareholder value creation and to aid retention	Restricted share awards of up to 100% of base salary may be granted, vesting after at least three years, subject to financial underpins and continued service. The malus and clawback conditions apply in accordance with Company clawback policies.	Financial underpins are determined by the Board to ensure alignment with underlying company performance and shareholder experience. The Board may choose different financial underpins for each grant based on the business plan and strategic priority.
Enhanced LTI (eLTI) – co-investment arrangement	To further align the President and CEO’s interests with Nokia’s long-term success and shareholder interests	Unlike the LTI performance share award, this is not an annual award and is only granted in exceptional circumstances. The President and CEO may be invited, at the discretion of the Board, to purchase investment shares of up to 200% of base salary, and in return, receive two matching shares for every one investment share purchased. The matching shares are delivered in the form of performance shares, typically subject to the same performance conditions as for the LTI performance share award, with a three-year performance and vesting period. The minimum vesting of the matching shares is 0% of base salary and maximum vesting is two times grant level. The malus and clawback conditions apply in accordance with Company clawback policies.	The performance metrics, targets and weightings for the matching shares are typically the same as those for LTI performance shares granted in the same year.
Shareholding requirement	Align the President and CEO’s interests with those of shareholders and ensure any decisions made are in the long-term interest of the Company	The President and CEO is required to build and maintain a shareholding equivalent to 300% of base salary, to be achieved normally within five years of appointment.	N/A

61 Nokia Annual Report on Form 20-F 2025

Contents

•Remuneration

Pay mix and remuneration scenarios for the President and CEO

Aligned with Nokia’s pay-for-performance remuneration

principle, performance-based remuneration is emphasized over

base salary. The chart below illustrates how the proportion of

the President and CEO’s remuneration package varies at the

minimum, target and maximum levels of performance. A

significant proportion of remuneration is linked to performance,

especially at maximum performance levels. Actual pay mix is

influenced by the extent to which the performance targets set

for the STI and LTI are achieved and may vary from the

scenarios below.

The long-term incentive vesting outcomes in the chart below

ignore share price movement from grant to vest. The eLTI is not

included in this analysis as it is not an annual award and is only

granted in exceptional circumstances. The vesting outcome of

the matching performance shares under the eLTI would be

dependent, besides the performance, on the value of the

investment, which could range from 0% to 200% of base salary

for the President and CEO. The minimum and maximum vesting

levels for the matching performance shares are provided in the

above summary table of the remuneration elements.

President and CEO pay mix scenarios

Share ownership requirement

Nokia believes that it is desirable for its executives to own

shares in Nokia to align their interests with those of

shareholders and to ensure that their decisions are in the long-

term interest of the Company. The President and CEO is

required to own three times his or her annual base salary in

Nokia shares and is given a period of five years from

appointment to achieve the required level of share ownership.

Malus and clawback

The malus and clawback conditions apply in accordance with

Company’s clawback policies to the short-term and long-term

incentives for all participants, including the President and CEO.

Nokia’s Executive Officer Clawback Policy is applied in the case

of any erroneously awarded compensation due to restatement

in the Company’s Financial Statements with a three-year

lookback period, resulting in the reclaiming of amounts then-

outstanding or previously paid.

Additionally, under the Nokia Incentive Compensation Clawback

Policy, unless the Personnel Committee otherwise decides, the

recoupment of previously awarded, paid or received

compensation is triggered in situations of reputational damage,

willful breach of internal control procedures, gross misconduct

and restatement of financial statement (clawback triggers) with

a recoupment period not exceeding three years in total.

Remuneration on recruitment

Our policy on recruitment is to offer a remuneration package

that is sufficient to attract, retain and motivate the individual

57%

with the right skills for the required role.

On occasion, we may offer buy-out awards to compensate for a

candidate’s forfeited awards on leaving a previous employer.

24%

Such buy-out awards would, where possible, reflect the nature

of the forfeited awards in terms of delivery mechanism, time

100%

19%

horizons, attributed expected value and performance

conditions.

Termination provisions

In the event of a termination of employment, any payable

remuneration is determined in line with legal advice regarding

local legislation, country policies, contractual obligations and

the rules of the applicable incentive and benefit plans. Payment

in lieu of notice will not typically exceed the value of 12 months’

remuneration (including base salary, benefits, STI and pension

contribution, if applicable). The treatment of equity incentive

awards may depend on the circumstances of the departure. In

the event of death, permanent disability or retirement,

unvested awards are normally allowed to be retained. These

awards will vest either on departure or at normal vesting date,

subject to performance (if applicable) and time proration, unless

the Board of Directors determines otherwise. Current

termination provisions of the President and CEO’s service

agreement are described in the Remuneration Report.

Change of control arrangements, if any, are based on a double

trigger structure, which means that both a specified change of

control event and termination of the individual’s employment

must take place for any change of control-based severance

payment to materialize.

62 Nokia Annual Report on Form 20-F 2025

Contents

•Remuneration

Remuneration governance

We manage our remuneration through clearly defined

processes, with well-defined governance principles, ensuring

that no individual is involved in the decision making related to

their own remuneration, and that there is appropriate oversight

of any remuneration decision. Remuneration of the Board is

annually presented to shareholders for approval at the Annual

General Meeting. The Board submits its proposal to the Annual

General Meeting on the recommendation of the Board’s

Corporate Governance and Nomination Committee, which

actively considers and evaluates the appropriate level and

structure of directors’ remuneration. Shareholders also

authorize the Board to resolve to issue shares, for example to

settle Nokia’s equity-based incentive plans, based on the

proposal of the Board.

The Board of Directors approves, and the independent

members of the Board confirm, the remuneration of the

President and CEO, upon recommendation of the Personnel

Committee.

The Personnel Committee consults regularly with the President

and CEO and the Chief People Officer. The President and CEO

has an active role in the remuneration governance and

performance management processes for the GLT and the wider

employee population at Nokia. However, the President and CEO

or the Chief Personnel Officer are not present when their own

remuneration is reviewed or discussed. This enables the

Personnel Committee to be mindful of employee pay and

conditions across the broader employee population.

The Committee has the power, in its sole discretion, to retain

remuneration advisers to assist the Personnel Committee in

evaluating executive remuneration. During 2025, the Personnel

Committee engaged Alvarez & Marsal, an independent external

adviser, to assist in the review and determination of executive

remuneration and program design, as well as to provide insight

into market trends. Willis Towers Watson was retained as a

market data provider for the Committee.

The Personnel Committee Chair regularly engages with

shareholders to discuss their views on our remuneration

policies, programs and associated disclosures and reflects on

their feedback. These insights are taken account of in the

Committee’s and Board’s decision-making process for executive

remuneration.

Work of the Personnel Committee

The Personnel Committee convened five times during

2025 with a general theme for each meeting

1 Approvals & reporting

2 Philosophy & structure

3 Long-term direction & market review

4 Planning

January

▪2024 STI performance outcome

▪2025 STI and LTI metrics and target setting

▪President and CEO remuneration review

▪Equity plan vesting and granting during 2025

▪Remuneration Report for 2024

June

▪2025 Annual General Meeting season review

▪GLT remuneration review

▪Culture update

▪GLT succession planning

July

▪Remuneration Policy review

▪GLT succession planning

▪Inflight LTI awards performance update

▪Market practice update

▪People risks including physical safety review

September

▪Workforce demographics

▪2026 STI and LTI performance metrics initial discussion

December

▪Preliminary review of metrics and targets for 2026 STI

and LTI

▪2026 equity plan budget and allocation

▪Proxy agency and shareholder consultation feedback

▪Planning of Remuneration Report for 2025

▪Annual GLT and CEO benchmarking

▪Executive shareholding assessment

▪Personnel Committee charter review

63 Nokia Annual Report on Form 20-F 2025

Contents

•Remuneration

Remuneration of the Nokia Group

Leadership Team in 2025

The remuneration of the members of the GLT (excluding the

President and CEO) consists of base salary, other benefits, and

short-term and long-term incentives. Short-term incentive

plans are based on rewarding the delivery of business

performance utilizing certain, or all, of the following metrics as

appropriate to the member’s role: comparable operating profit

in constant currency(1), cash release(1) and ESG-related

measures such as health & safety.

Executives in the GLT are subject to the same remuneration

policy framework as the President and CEO. This includes being

subject to the malus and clawback conditions and shareholding

requirements. The shareholding requirement for members of

the GLT is two times their annual base salary, built within a

period of five years of their appointment.

At the end of 2025, the Group Leadership Team consisted of 12 persons split between Finland, UK and the United States. For

information regarding the current Group Leadership Team composition, refer to the Corporate Governance Statement.

Name	Position in 2025	Appointment date
Justin Hotard	President and CEO	1 April 2025
Louise Fisk	Chief Communications Officer (currently Chief Communications and Marketing Officer)	18 October 2024
Patrik Hammarén	President of Nokia Technologies (currently President of Technology Standards)	18 October 2024
Victoria Hanrahan	Chief of Staff to the President and CEO	16 June 2025
Mikko Hautala	Chief Geopolitical and Government Relations Officer	1 November 2024
David Heard	President of Network Infrastructure	1 July 2025
Pallavi Mahajan	Chief Technology and AI Officer	1 October 2025
Esa Niinimäki	Chief Legal Officer (currently Chief Legal and Administrative Officer) and interim Chief People Officer	25 January 2023
Konstanty Owczarek	Chief Corporate Development Officer	1 October 2025
Raghav Sahgal	President of Cloud and Network Services (currently Chief Customer Officer)	1 June 2020
Tommi Uitto	President of Mobile Networks	31 January 2019
Marco Wirén	Chief Financial Officer	1 September 2020

Remuneration of the Group Leadership Team members in 2025

Remuneration of the Group Leadership Team (excluding the President and CEO) in 2024 and 2025, in the aggregate, was as follows:

EURm⁽¹⁾	2025	2024
Salary, short-term incentives and other compensation(2)	14.3	11.3
Long-term incentives(3)	3.1	3.9
Total	17.4	15.2

(1)The values represent each member’s time on the Group Leadership Team.

(2)Short-term incentives represent amounts earned in respect of 2025 performance. Other compensation includes mobility-related payments, local benefits and pension costs.

(3)The amounts represent the equity awards that vested in 2025 and 2024.

The members of the Group Leadership Team (excluding the President and CEO) were awarded the following equity awards under the

Nokia equity program in 2025:

Award	Units awarded(1)	Grant date fair value (EUR)	Grant date	Vesting
Performance share award(2)	2 552 690	11 289 683	7 July 2025, 13 October 2025	Q3 & Q4 2028
Restricted share award(3)	1 957 270	8 663 881	7 July 2025, 13 October 2025	Q3 & Q4 2026, Q3 & Q4 2027, Q3 & Q4 2028

(1)  Comparable operating profit in constant currency and cash flow less comparable

operating profit (i.e. cash release) are financial measures used only in calculation

of short-term incentives for the President and CEO and the members of the Global

Leadership Team. These measures are not used to communicate the

management’s view of Nokia’s financial performance, and hence they are not

considered as alternative performance measures. For the definition and

reconciliation of non-IFRS measures to the most directly comparable IFRS

measure, refer to the ”Alternative performance measures” section.

(1)Includes units awarded to persons who were Group Leadership Team members during 2025.

(2)The 2025 performance shares have a three-year performance period based on 50% relative total shareholder return, 40% three-year cumulative EPS and 10% GHG emission

reduction scope 1, 2 and 3 targets. The maximum payout is 200% of target subject to maximum performance against the performance criteria. Vesting is subject to continued

employment.

(3)Vesting of each tranche of the restricted share awards is conditional on continued employment.

64 Nokia Annual Report on Form 20-F 2025

Contents

•Remuneration

Unvested equity awards held by the Group Leadership Team, including the President and CEO

The following table sets forth the potential aggregate ownership interest through the holding of equity-based long-term incentives of

the Group Leadership Team in office, including the President and CEO, at 31 December 2025:

	Shares receivable through performance shares at grant	Shares receivable through performance shares at maximum(4)	Shares receivable through restricted shares
Number of equity awards held by the Group Leadership Team(1)	7 659 499	15 307 998	6 545 123
% of the outstanding shares(2)	0.14%	0.27%	0.12%
% of the total outstanding equity incentives (per instrument)(3)	19.25%	20.09%	4.67%

(1)Includes the 12 members of the Group Leadership Team in office at 31 December 2025.

(2)The percentages are calculated in relation to the outstanding number of shares and total voting rights of Nokia at 31 December 2025, excluding shares held by the Nokia Group.

No member of the Group Leadership Team owned more than 1% of the outstanding Nokia shares.

(3)The percentages are calculated in relation to the total outstanding equity incentives per instrument.

(4)At maximum performance, under the performance share plans outstanding at 31 December 2025, the payout would be 200% and the table reflects this potential maximum

payout.

Employee Share Purchase Plan

All eligible Nokia employees, including the President and CEO and our GLT members, can participate in the Employee Share Purchase

Plan, by making contributions from their monthly net salaries (up to a cap) to purchase Nokia shares at market value. Participants will

receive one matching share for every two purchased shares they still hold at the end of the applicable annual plan cycle. Until the

matching shares are delivered, the participants have no shareholder rights, such as voting or dividend rights associated with the

matching shares.

65 Nokia Annual Report on Form 20-F 2025

Operating and financial

review and prospects

Selected financial data	66
Operating and financial review	67
Results of operations	67
Discontinued operations	70
Results of segments	71
Network Infrastructure	71
Cloud and Network Services	72
Mobile Networks	73
Nokia Technologies	74
Group Common and Other	75
Liquidity and capital resources	76
Financial position	76
Cash flow	76

Financial assets and debt	77
Venture fund investments and commitments	78
Treasury policy	78
Foreign exchange impact	78
Business integrity	79
Environment	84
Shares and shareholders	88
Share details	88
Shareholders	91
Articles of Association	92
Risk factors	94
Significant subsequent events	113

66 Nokia Annual Report on Form 20-F 2025

Contents

•Selected financial data

Environment

Selected financial data

The below table presents selected financial and other measures for the Nokia Group as of and for the financial years ended on 31 December 2025, 2024 and 2023.

The information has been derived from Nokia’s consolidated financial statements prepared in accordance with IFRS Accounting Standards.

EURm (except for percentage and personnel data)	2025	2024	2023
From the consolidated income statement
Net sales	19 889	19 220	21 138
Operating profit(1)	885	1 970	1 733
% of net sales	4.4%	10.2%	8.2%
Profit before tax	915	2 091	1 469
Profit from continuing operations	638	1 711	649
Profit/(loss) from discontinued operations	22	(427)	30
Profit for the year	660	1 284	679
From the consolidated statement of financial position
Non-current assets	21 805	21 162	21 694
Current assets	15 792	17 987	18 087
Assets held for sale	—	—	79
Total assets	37 597	39 149	39 860
Total shareholders' equity	20 967	20 657	20 537
Non-controlling interests	91	90	91
Total equity	21 058	20 747	20 628
Interest-bearing liabilities(2)	3 413	3 887	4 191
Lease liabilities(2)	1 000	863	997
Provisions(2)	1 416	1 228	1 262
Other liabilities(2)	10 710	12 424	12 782
Total shareholders’ equity and liabilities	37 597	39 149	39 860
Other information
Research and development expenses(3)	(4 855)	(4 512)	(4 277)
% of net sales	(24.4)%	(23.5)%	(20.2)%
Capital expenditure(4)	(606)	(472)	(652)
% of net sales	(3.0)%	(2.5)%	(3.1)%
Personnel expenses(3)	7 831	7 563	7 294
Average number of employees(3)	78 005	78 434	84 795
Order backlog, EUR billion(5)	19.5	20.0	22.0

EURm (except for percentage and personnel data)	2025	2024	2023
Key financial indicators and ratios
Earnings per share attributable to equity holders of the parent
Basic earnings per share, EUR
Continuing operations	0.12	0.31	0.11
Profit for the year	0.12	0.23	0.12
Diluted earnings per share, EUR
Continuing operations	0.11	0.31	0.11
Profit for the year	0.12	0.23	0.12
Proposed dividend per share, EUR(6)	0.14	0.14	0.13
Return on capital employed %(4)	4.3%	9.3%	6.6%
Return on shareholders’ equity %(4)	3.1%	6.2%	3.2%
Equity ratio %(4)	56.0%	53.0%	51.8%
Net debt to equity (gearing) %(4)	(16.0)%	(23.4)%	(21.0)%
Cash and cash equivalents	5 462	6 623	6 234
Total cash and interest-bearing financial investments(4)	6 791	8 741	8 514
Net cash and interest-bearing financial investments(4)	3 378	4 854	4 323
Net cash flows from operating activities	2 071	2 493	1 317
Free cash flow(4)	1 465	2 021	665

(1)In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and administrative

expenses and other operating income to financial income. The comparative amounts for 2024 and 2023 have been recast

accordingly. For more information, refer to Note 1.2. General accounting policies in the consolidated financial statements.

(2)Includes both current and non-current liabilities in the consolidated statement of financial position.

(3)Presented for continuing operations.

(4)Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,

refer to the ”Alternative performance measures” section.

(5)Order backlog includes EUR 1.7 billion in 2023 related to discontinued operations sold in 2024.

(6)The Board of Directors proposes to the Annual General Meeting 2026 to be authorized to decide in its discretion on the

distribution of an aggregate maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from the

reserve for invested unrestricted equity.

67 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Operating and financial review

The financial information included in this “Operating and financial review” section as of and for the

years ended 31 December 2025 and 2024 has been derived from, and should be read in

conjunction with, Nokia’s consolidated financial statements included in this report. For discussion

of the year ended 31 December 2024 compared to the year ended 31 December 2023, please refer

to this section of Nokia’s Annual Report on Form 20-F for the year ended 31 December 2024.

On 28 February 2025, Nokia completed the acquisition of Infinera Corporation (Infinera), pursuant

to the definitive agreement announced on 27 June 2024. Infinera, a San Jose based global supplier

of innovative open optical networking solutions and advanced optical semiconductors, became part

of the Nokia group effective as of the closing, with Nokia holding 100% of its equity and voting

rights. The acquisition is expected to significantly improve Nokia’s scale and profitability in optical

networks, and accelerate Nokia’s growth strategy in data centers and strengthen its presence both

in North America and with hyperscalers. Nokia is reporting the acquired business as part of its

Network Infrastructure segment. For more information, refer to Note 6.2. Acquisitions in the

consolidated financial statements.

In 2025, Nokia completed a strategic review of its venture fund investment activities. As a result,

Nokia no longer views broad-based venture fund investments as having a strategic role and has

initiated a process to scale down these investments. Consequently, the presentation of the results

of venture fund investments as operating activities is no longer considered relevant, and therefore

Nokia is presenting the gains and losses from venture fund investments, including the changes in

fair value and the fund management fees, as financial income. For the segment reporting purposes,

the results of venture fund investments had previously been included in the operating results of

Group Common and Other. The comparative financial information has been recast accordingly. As a

result of the recast, in 2024, selling, general and administrative costs decreased by EUR 18 million,

other operating income decreased by EUR 47 million and financial income increased by EUR 29

million.

Results of operations

Nokia Group

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

For the year ended 31 December 2025 compared to the year ended 31 December 2024

	2025		2024
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	19 889	100.0%	19 220	100.0%	3%
Cost of sales	(11 230)	(56.5)%	(10 356)	(53.9)%	8%
Gross profit	8 659	43.5%	8 864	46.1%	(2)%
Research and development expenses	(4 855)	(24.4)%	(4 512)	(23.5)%	8%
Selling, general and administrative expenses(1)	(3 073)	(15.5)%	(2 872)	(14.9)%	7%
Other operating income and expenses(1)	154	0.8%	490	2.5%	(69)%
Operating profit(1)	885	4.4%	1 970	10.2%	(55)%
Share of results of associated companies and joint ventures	19	0.1%	7	0.0%	171%
Financial income and expenses(1)	11	0.1%	114	0.6%	(90)%
Profit before tax	915	4.6%	2 091	10.9%	(56)%
Income tax expense	(277)	(1.4)%	(380)	(2.0)%	(27)%
Profit from continuing operations	638	3.2%	1 711	8.9%	(63)%
Profit/(loss) from discontinued operations	22	0.1%	(427)	(2.2)%	(105)%
Profit for the year	660	3.3%	1 284	6.7%	(49)%
Attributable to:
Equity holders of the parent	651	3.3%	1 277	6.6%	(49)%
Non-controlling interests	9	0.0%	7	0.0%	29%

(1)In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and administrative

expenses and other operating income to financial income. The comparative amounts for 2024 have been recast accordingly. For

more information, refer to Note 1.2. General accounting policies in the consolidated financial statements.

68 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Net sales

Net sales in 2025 were EUR 19 889 million, an increase of EUR 669 million, or 3%, compared to EUR

19 220 million in 2024. The acquisition of Infinera contributed EUR 1 258 million to net sales and

changes in foreign exchange rates had a negative impact on net sales of approximately 4%. Beyond

these impacts, the net sales increase was driven by a strong performance in Network

Infrastructure, particularly in Optical Networks with strong demand trends among AI & Cloud

customers.

The following table sets forth distribution of net sales by region for the years indicated.

EURm	2025	2024	Change %
Americas	6 985	6 276	11%
Latin America	784	895	(12)%
North America	6 201	5 381	15%
APAC	4 639	4 549	2%
Greater China	913	1 134	(19)%
India	1 534	1 373	12%
Rest of APAC	2 192	2 042	7%
EMEA	8 265	8 395	(2)%
Europe(1)	6 165	6 362	(3)%
Middle East & Africa	2 100	2 033	3%
Total	19 889	19 220	3%

(1)All Nokia Technologies IPR and licensing net sales are allocated to Finland.

The following table sets forth distribution of net sales by customer type for the years indicated.

EURm	2025	2024	Change %
Telecom providers	15 313	15 085	2%
AI & Cloud and Mission Critical Enterprise & Defense	3 085	2 180	42%
Licensees	1 501	1 928	(22)%
Other(1)	(10)	27	(137)%
Total	19 889	19 220	3%

(1)In 2025, includes eliminations of inter-segment revenues, unallocated items and certain other items. In 2024, includes net sales of

Radio Frequency Systems (RFS), which was managed as a separate entity, and certain other items, such as eliminations of inter-

segment revenues. RFS net sales also include revenue from telecom providers and AI & Cloud and Mission Critical Enterprise &

Defense.

Gross profit

Gross profit in 2025 was EUR 8 659 million, a decrease of EUR 205 million, or 2%, compared to EUR

8 864 million in 2024. The decrease in gross profit was primarily related to a reduction in the profit

contribution from Nokia Technologies which benefited from more than EUR 400 million of one-time

catch up net sales in 2024 and to lesser extent attributable to acquisition related charges of the

Infinera acquisition and a provision for a contractual claim. This was partly offset by the increase in

gross profit related to the Infinera acquisition. Gross profit in 2025 also reflected relatively stable

restructuring and associated charges, which amounted to EUR 148 million in 2025, compared to

EUR 155 million in 2024. Gross margin in 2025 was 43.5%, compared to 46.1% in 2024 due to

these same factors.

Operating expenses

Research and development expenses in 2025 were EUR 4 855 million, an increase of

EUR 343 million, or 8%, compared to EUR 4 512 million in 2024. Research and development

expenses represented 24.4% of the net sales in 2025 compared to 23.5% in 2024. The increase in

research and development expenses was primarily related to the acquisition of Infinera and higher

investment in Network Infrastructure which offset cost savings elsewhere in the business. Research

and development expenses in 2025 contained similar levels of restructuring and associated

charges, which amounted to EUR 137 million in 2025, compared to EUR 135 million in 2024.

Selling, general and administrative expenses in 2025 were EUR 3 073 million, an increase of EUR

201 million compared to EUR 2 872 million in 2024. Selling, general and administrative expenses

represented 15.5% of the net sales in 2025 compared to 14.9% in 2024. The increase in selling,

general and administrative expenses was driven by higher costs associated with the acquisition of

Infinera. This was somewhat offset by ongoing cost savings actions. 2025 included restructuring

and associated charges of EUR 191 million, compared to EUR 145 million in 2024. In 2025, selling,

general and administrative expenses included amortization and depreciation of acquired intangible

assets and property, plant and equipment of EUR 358 million, compared to EUR 294 million in 2024.

Other operating income and expenses in 2025 were a net income of EUR 154 million, a decrease of

EUR 336 million, compared to a net income of EUR 490 million in 2024. The decrease in other

operating income and expenses was primarily driven by the absence of a gain on sale of TD Tech and

a gain on sale of the Device Management and Service Management Platform businesses of EUR 191

million and EUR 68 million, respectively, that benefited 2024. In addition, the reversals of expected

credit losses on trade receivables reduced by EUR 77 million and gains on sale of property, plant and

equipment decreased by EUR 73 million, compared to 2024. The decrease in other operating income

and expenses was partially offset by the impact of hedging which was positive EUR 81 million in

2025, compared to a positive impact of EUR 23 million in 2024.

69 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Operating profit

Operating profit in 2025 was EUR 885 million, a decrease of EUR 1 085 million, compared to an

operating profit of EUR 1 970 million in 2024. The decrease in operating profit was due to lower

gross profit as described above, and the net negative fluctuation in other operating income and

expenses, in addition to which research and development expenses and selling, general and

administrative expenses were higher related to the Infinera acquisition. Operating margin in 2025

was 4.4%, compared to 10.2% in 2024.

Financial income and expenses

Financial income and expenses were a net income of EUR 11 million in 2025, a negative fluctuation

of EUR 103 million, compared to a net income of EUR 114 million in 2024. The net negative

fluctuation in financial income and expenses mainly resulted from decrease in interest income on

financial investments of EUR 135 million and net negative fluctuation in the results of venture fund

investments of EUR 95 million partly offset by decrease in interest expense on interest-bearing

liabilities of EUR 68 million.

Profit before tax

Profit before tax in 2025 was EUR 915 million, a decrease of EUR 1 176 million, compared to

EUR 2 091 million in 2024.

Income tax

Income taxes were a net expense of EUR 277 million in 2025, a net positive fluctuation of EUR 103

million compared to a net expense of EUR 380 million in 2024. The positive fluctuation in net

income taxes was primarily attributable to decrease in the profit before tax year-over-year, and to

lesser extent to the change in geographical sales and profit mix. For more details on these items,

please refer to Note 2.5. Income taxes in the consolidated financial statements.

Profit from continuing operations

Profit from continuing operations in 2025 was EUR 638 million, a decrease of EUR 1 073 million,

compared to a profit of EUR 1 711 million in 2024. The change was due to the lower operating

profit and the net negative fluctuation in financial income and expenses, partially offset by the

lower income tax expenses.

EPS from continuing operations in 2025 was EUR 0.12 (basic) and EUR 0.11 (diluted) compared to

EUR 0.31 (basic) and EUR 0.31 (diluted) in 2024.

Profit/loss from discontinued operations

Profit from discontinued operations in 2025 was EUR 22 million, a change of EUR 449 million,

compared to a loss of EUR 427 million in 2024. For discussion of results on discontinued

operations, refer to Discontinued operations section below.

Profit for the year

Profit for the year in 2025 was EUR 660 million, a decrease of EUR 624 million, compared to a profit

of EUR 1 284 million in 2024. The change in profit for the year was primarily due to the lower profit

from continuing operations.

EPS in 2025 was EUR 0.12 (basic) and EUR 0.12 (diluted) compared to EUR 0.23 (basic) and EUR 0.23

(diluted) in 2024.

Order backlog

At 31 December 2025, the order backlog amounted to EUR 19.5 billion compared to EUR 20.0

billion at 31 December 2024. The slight decline in order backlog year-on-year primarily related to

changes in foreign exchange rates as a significant portion of Nokia’s orders are in US Dollars. Nokia

Technologies backlog declined due to its normal contract cycle as Nokia recognises revenue over

time from multi-year contracts. Backlog increased in Network Infrastructure and Mobile Networks

and decreased in Cloud and Network Services.

Management has estimated that the order backlog will be recognized as revenue as follows:

	2025	2024
Within 1 year	57%	53%
2-3 years	28%	27%
More than 3 years	15%	20%
Total	100%	100%

70 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Cost savings program

On 19 October 2023, Nokia announced actions being taken across segments to address the

challenging market environment that the company faced. The company will reduce its cost base

and increase operational efficiency while protecting its R&D capacity and commitment to

technology leadership. Nokia targets to lower its cost base on a gross basis (i.e. before inflation) by

between EUR 800 million and EUR 1 200 million by the end of 2026 compared to 2023, assuming

on-target variable pay in both periods. This represents a 10-15% reduction in personnel expenses.

The program is expected to lead to a 72 000–77 000 employee organization compared to the

86 000 employees Nokia had when the program was announced. The headcount figures represent

the originally planned headcount targets and do not take into consideration the completed

divestment of Submarine Networks or planned divestments or acquisitions.

Actual headcount at 31 December 2024 was 75 600. The plan does not reflect the additional

headcount coming from the acquisition of Infinera which was completed in Q1 2025. The

headcount at 31 December 2025 would have been 74 100 had Nokia not acquired Infinera.

The program is expected to deliver savings on a net basis but the magnitude will depend on

inflation. The cost savings are expected to primarily be achieved in Mobile Networks, Cloud and

Network Services and Nokia’s corporate functions. One-time restructuring charges and cash

outflows of the program are expected to be similar to the annual cost savings achieved.

The current plan envisages achieving gross cost savings of EUR 1 200 million within the 2024–2026

program although this remains subject to change depending on the evolution of end market

demand. This includes the expected gross cost savings along with the associated restructuring

charges and cash outflows for the program. Nokia expects approximately 70% of the savings to be

achieved within operating expenses and 30% within cost of sales. By segments, approximately

50-60% of the savings are expected to be achieved within Mobile Networks, 30% within Cloud and

Network Services and the remaining 10-20% between Network Infrastructure and corporate center.

Discontinued operations

For the year ended 31 December 2025 compared to the year ended 31 December 2024

The following table sets forth the results for discontinued operations, and the percentage of net

sales for the years indicated. On 27 June 2024, Nokia announced it had entered into a put option

agreement to sell its wholly owned subsidiary Alcatel Submarine Networks (ASN) to the French

State. As a result, Nokia classified the Submarine Networks business as a discontinued operation

and recast the comparative amounts accordingly. The sale was completed on 31 December 2024.

	2025		2024
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	—	100.0%	1 059	100.0%	(100)%
Expenses	—	0.0%	(989)	(93.4)%	(100)%
Operating profit	—	0.0%	70	6.6%	(100)%
Financial income and expenses	—	0.0%	(7)	(0.7)%	(100)%
Impairment loss recognized on the remeasurement to fair value less costs to sell	—	0.0%	(514)	(48.5)%	(100)%
Gain on sale	22	0.0%	29	2.7%	(24)%
Profit/(loss) from discontinued operations before tax	22	0.0%	(422)	(39.8)%	(105)%
Income tax expense	—	0.0%	(5)	(0.5)%	(100)%
Profit/(loss) from discontinued operations⁽¹⁾	22	0.0%	(427)	(40.3)%	(105)%

(1)Profit/loss from discontinued operations is attributable to the equity holders of the parent in its entirety.

Considering Nokia had completed the sale of ASN by the end of 2024, Nokia had no functioning

discontinued operations during 2025. The only impact to Nokia’s financial performance in 2025

from discontinued operations was a EUR 22 million gain on sale which relates to positive post-

closing purchase price adjustments and an earn-out mechanism related to ASN’s financial

performance during 2025 exceeding the targets.

71 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Results of segments

During 2025, Nokia had four operating and reportable segments for financial reporting purposes:

(1) Network Infrastructure, (2) Cloud and Network Services, (3) Mobile Networks and (4) Nokia

Technologies. Nokia also presents segment-level information for Group Common and Other. The

amounts presented in this “Results of segments” section for each reportable segment and Group

Common and Other represent the amounts reported to the management for the purpose of

assessing performance and making decisions about resource allocation. Certain costs and revenue

adjustments are not allocated to the segments for this purpose. For more information on Nokia’s

operational and reporting structure as well as the reconciliation of reportable segment measures to

those of the Nokia Group, refer to Note 2.2. Segment information, in the consolidated financial

statements.

Network Infrastructure

For the year ended 31 December 2025 compared to the year ended 31 December 2024

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

	2025		2024
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales(1)	7 986	100.0%	6 518	100.0%	23%
Cost of sales	(4 700)	(58.9)%	(3 781)	(58.0)%	24%
Gross profit	3 286	41.1%	2 737	42.0%	20%
Research and development expenses	(1 536)	(19.2)%	(1 207)	(18.5)%	27%
Selling, general and administrative expenses	(985)	(12.3)%	(815)	(12.5)%	21%
Other operating income and expenses	15	0.2%	46	0.7%	(67)%
Operating profit	780	9.8%	761	11.7%	2%

(1)In 2025, net sales include Optical Networks net sales of EUR 3 019 million, IP Networks net sales of EUR 2 594 million and Fixed

Networks net sales of EUR 2 373 million. In 2024, net sales include Optical Networks net sales of EUR 1 636 million, IP Networks

net sales of EUR 2 583 million and Fixed Networks net sales of EUR 2 299 million.

Net sales

Network Infrastructure net sales in 2025 were EUR 7 986 million, an increase of EUR 1 468 million,

or 23%, compared to EUR 6 518 million in 2024. The acquisition of Infinera at the end of February

contributed EUR 1 273 million in net sales growth. Nokia saw growth on an organic basis in all three

of the units within Network Infrastructure while foreign exchange rate fluctuations had an

approximately 4% negative impact on net sales for Network Infrastructure.

Optical Networks net sales were EUR 3 019 million in 2025, an increase of EUR 1 383 million, or

85%, compared to EUR 1 636 million in 2024. The acquisition of Infinera at the end of February

contributed EUR 1 273 million in net sales growth. Foreign exchange rate fluctuations had an

approximately 5% negative impact on net sales. Demand increased from AI & Cloud and Mission

Critical Enterprise & Defense customers while demand from telecom providers remained largely

stable.

IP Networks net sales were EUR 2 594 million in 2025, an increase of EUR 11 million compared to

EUR 2 583 million in 2024. Foreign exchange rate fluctuations had an approximately 5% negative

impact on net sales. Net sales in IP Networks increased in 2025, as growth in sales to AI & Cloud and

Mission Critical Enterprise & Defense offset a slight decline in sales to telecom providers.

Fixed Networks net sales were EUR 2 373 million in 2025, an increase of EUR 74 million, or 3%,

compared to EUR 2 299 million in 2024. Foreign exchange rate fluctuations had an approximately

4% negative impact on net sales. The increase in Fixed Networks net sales reflected growth in the

fiber product families and fixed wireless access, offsetting some declines in product areas that are

being deprioritized such as Site Implementation and Outside Plant.

The following table sets forth distribution of net sales by region for the years indicated.

EURm	2025	2024	Change %
Americas	3 688	2 726	35%
APAC	1 648	1 426	16%
EMEA	2 650	2 366	12%
Total	7 986	6 518	23%

Gross profit

Network Infrastructure gross profit in 2025 was EUR 3 286 million, an increase of EUR 549 million,

or 20%, compared to EUR 2 737 million in 2024. Network Infrastructure gross margin in 2025 was

41.1%, compared to 42.0% in 2024. Gross profit increased primarily related to the acquisition of

Infinera. Gross margin declined, reflecting changes in product mix in the year.

Operating expenses

Network Infrastructure research and development expenses were EUR 1 536 million in 2025, an

increase of EUR 329 million, or 27% compared to EUR 1 207 million in 2024. The increase in

research and development expenses reflected the acquisition of Infinera and investments in future

growth opportunities.

Network Infrastructure selling, general and administrative expenses were EUR 985 million in 2025,

an increase of EUR 170 million, or 21%, compared to EUR 815 million in 2024. The increase in

selling, general and administrative expenses largely reflected the acquisition of Infinera and

investments in sales resources for future growth opportunities.

Network Infrastructure other operating income and expenses was an income of EUR 15 million in

2025, a change of EUR 31 million compared to an income of EUR 46 million in 2024. The change in

other operating income and expenses was mainly due to lower proceeds from the sale of digital

assets. The other operating income was primarily related to hedging.

Operating profit

Network Infrastructure operating profit was EUR 780 million in 2025, an increase of EUR 19 million,

or 2%, compared to EUR 761 million in 2024. Network Infrastructure operating margin in 2025 was

9.8%, compared to 11.7% in 2024.

72 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Cloud and Network Services

For the year ended 31 December 2025 compared to the year ended 31 December 2024

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

	2025		2024⁽¹⁾
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	2 606	100.0%	2 589	100.0%	1%
Cost of sales	(1 307)	(50.2)%	(1 432)	(55.3)%	(9)%
Gross profit	1 299	49.8%	1 157	44.7%	12%
Research and development expenses	(567)	(21.8)%	(550)	(21.3)%	3%
Selling, general and administrative expenses	(421)	(16.2)%	(444)	(17.2)%	(5)%
Other operating income and expenses	27	1.0%	43	1.7%	(37)%
Operating profit	338	13.0%	206	8.0%	64%

(1)In 2025, Nokia moved Managed Services business from Cloud and Network Services to Mobile Networks. The comparative amounts

for 2024 have been recast accordingly. For more information, refer to Note 2.2. Segment information in the consolidated financial

statements.

Net sales

Cloud and Network Services net sales in 2025 were EUR 2 606 million, an increase of EUR 17 million,

or 1%, compared to EUR 2 589 million in 2024. Foreign exchange rate fluctuations had an

approximately 5% negative impact on net sales. Enterprise Campus Edge and Core Networks grew,

but this was partially offset by the impact of the disposal of the Device Management and Service

Management Platform businesses during 2024.

The following table sets forth distribution of net sales by region for the years indicated.

EURm	2025	2024	Change %
Americas	1 120	1 153	(3)%
APAC	529	517	2%
EMEA	957	919	4%
Total	2 606	2 589	1%

Gross profit

Cloud and Network Services gross profit in 2025 was EUR 1 299 million, an increase of

EUR 142 million, or 12%, compared to EUR 1 157 million in 2024. Cloud and Network Services gross

margin in 2025 was 49.8%, compared to 44.7% in 2024. Gross profit increased mainly as a result

of higher gross margin reflecting favorable product mix.

Operating expenses

Cloud and Network Services research and development expenses were EUR 567 million in 2025, an

increase of EUR 17 million or 3%, compared to EUR 550 million in 2024. The increase in research

and development expenses largely reflected increased investments in Core Networks.

Cloud and Network Services selling, general and administrative expenses were EUR 421 million in

2025, a decrease of EUR 23 million, or 5%, compared to EUR 444 million in 2024. The decrease in

selling, general and administrative expenses largely reflected continued discipline on cost control.

Cloud and Network Services other operating income and expenses was an income of EUR 27 million

in 2025, a change of EUR 16 million compared to an income of EUR 43 million in 2024.

Operating profit

Cloud and Network Services operating profit was EUR 338 million in 2025, an increase of

EUR 132 million, compared to EUR 206 million in 2024. Cloud and Network Services operating

margin in 2025 was 13.0% compared to 8.0% in 2024.

73 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Mobile Networks

For the year ended 31 December 2025 compared to the year ended 31 December 2024

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

	2025		2024⁽¹⁾
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	7 806	100.0%	8 158	100.0%	(4)%
Cost of sales	(4 914)	(63.0)%	(4 939)	(60.5)%	(1)%
Gross profit	2 892	37.0%	3 219	39.5%	(10)%
Research and development expenses	(2 076)	(26.6)%	(2 160)	(26.5)%	(4)%
Selling, general and administrative expenses	(687)	(8.8)%	(756)	(9.3)%	(9)%
Other operating income and expenses	91	1.2%	149	1.8%	(39)%
Operating profit	220	2.8%	452	5.5%	(51)%

(1)In 2025, Nokia moved Managed Services business from Cloud and Network Services to Mobile Networks. The comparative amounts

for 2024 have been recast accordingly. For more information, refer to Note 2.2. Segment information in the consolidated financial

statements.

Net sales

Mobile Networks net sales in 2025 were EUR 7 806 million, a decrease of EUR 352 million, or 4%,

compared to EUR 8 158 million in 2024. Foreign exchange rate fluctuations had an approximately

4% negative impact on net sales. Net sales declined in the America’s region and APAC. Sales in

APAC declined in Greater China, partially offset by increase in the rest of APAC. Sales in EMEA were

stable.

The following table sets forth distribution of net sales by region for the years indicated.

EURm	2025	2024	Change %
Americas	2 182	2 396	(9)%
APAC	2 464	2 593	(5)%
EMEA	3 160	3 169	0%
Total	7 806	8 158	(4)%

Gross profit

Mobile Networks gross profit in 2025 was EUR 2 892 million, a decrease of EUR 327 million, or 10%,

compared to EUR 3 219 million in 2024. Mobile Networks gross margin in 2025 was 37.0%,

compared to 39.5% in 2024. The decrease in gross profit and gross margin was mainly driven by

two one-time factors. In 2024, Nokia benefited from EUR 150 million of accelerated revenue

recognition related to the AT&T settlement. In 2025, Nokia had a one-time contract settlement

related to a project that started in 2019 which had a net negative effect of EUR 120 million on

gross profit.

Operating expenses

Mobile Networks research and development expenses were EUR 2 076 million in 2025, a decrease

of EUR 84 million, or 4% compared to EUR 2 160 million in 2024. The lower research and

development expenses mainly reflected underlying cost reductions and foreign exchange rate

fluctuations.

Mobile Networks selling, general and administrative expenses were EUR 687 million in 2025, a

decrease of EUR 69 million, or 9%, compared to EUR 756 million in 2024. The decrease in selling,

general and administrative expenses mainly reflected underlying cost reductions and foreign

exchange rate fluctuations.

Mobile Networks other operating income and expenses was an income of EUR 91 million in 2025, a

decline of EUR 58 million compared to an income of EUR 149 million in 2024. The change in other

operating income and expenses was primarily due to lower proceeds from the sale of digital assets.

Operating profit

Mobile Networks operating profit was EUR 220 million in 2025, a decrease of EUR 232 million,

compared to EUR 452 million in 2024. Mobile Networks operating margin was 2.8% in 2025

compared to 5.5% in 2024.

74 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Nokia Technologies

For the year ended 31 December 2025 compared to the year ended 31 December 2024

The following table sets forth the segment operating results and the percentage of net sales for

the years indicated.

	2025		2024
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	1 501	100.0%	1 928	100.0%	(22)%
Cost of sales	—	0.0%	(2)	(0.1)%	(100)%
Gross profit	1 501	100.0%	1 926	99.9%	(22)%
Research and development expenses	(309)	(20.6)%	(250)	(13.0)%	24%
Selling, general and administrative expenses	(149)	(9.9)%	(163)	(8.5)%	(9)%
Other operating income and expenses	16	1.1%	1	0.1%	1 500%
Operating profit	1 059	70.6%	1 514	78.5%	(30)%

Net sales

Nokia Technologies net sales in 2025 were EUR 1 501 million, a decrease of EUR 427 million, or

22%, compared to EUR 1 928 million in 2024. Foreign exchange rate fluctuations had an

approximately 1% negative impact on net sales. The decline in Nokia Technologies net sales was

primarily due to more than EUR 400 million catch-up net sales recognized in 2024, partially offset

by new multimedia deals signed in 2025. Nokia Technologies continued to make good progress in

expanding in areas such as automotive, consumer electronics, IoT and multimedia.

Gross profit

Nokia Technologies gross profit in 2025 was EUR 1 501 million, a decrease of EUR 425 million, or

22%, compared to EUR 1 926 million in 2024. The lower gross profit was due to lower net sales.

Operating expenses

Nokia Technologies research and development expenses in 2025 were EUR 309 million, an increase

of EUR 59 million, or 24%, compared to EUR 250 million in 2024. The increase in research and

development expenses was primarily due to higher investments to drive the creation of intellectual

property and an approximately EUR 20 million impairment charge to previously acquired assets.

Nokia Technologies selling, general and administrative expenses in 2025 were EUR 149 million, a

decrease of EUR 14 million, or 9%, compared to EUR 163 million in 2024. The decrease in selling,

general and administrative expenses was primarily due to lower litigation costs.

Nokia Technologies other operating income and expenses in 2025 was an income of EUR 16 million,

a change of EUR 15 million compared to an income of EUR 1 million in 2024. The change in other

operating income and expenses was primarily related to currency hedging.

Operating profit

Nokia Technologies operating profit in 2025 was EUR 1 059 million, a decrease of EUR 455 million,

or 30%, compared to an operating profit of EUR 1 514 million in 2024. Nokia Technologies

operating margin in 2025 was 70.6% compared to 78.5% in 2024.

75 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Group Common and Other

For the year ended 31 December 2025 compared to the year ended 31 December 2024

The following table sets forth the operating results for Group Common and Other, and the

percentage of net sales for the years indicated.

	2025		2024
	EURm	% of net sales	EURm	% of net sales	Change %
Net sales	17	100.0%	34	100.0%	(50)%
Cost of sales	(21)	(123.5)%	(29)	(85.3)%	(28)%
Gross profit	(4)	(23.5)%	5	14.7%	(180)%
Research and development expenses	(126)	(741.2)%	(131)	(385.3)%	(4)%
Selling, general and administrative expenses(1)	(243)	(1 429.4)%	(227)	(667.6)%	7%
Other operating income and expenses(1)	—	0.0%	4	11.8%	(100)%
Operating loss(1)	(373)	(2 194.1)%	(349)	(1 026.5)%	7%

(1)In 2025, Nokia changed the presentation of gains and losses from venture fund investments from selling, general and

administrative expenses and other operating income to financial income. The comparative amounts for 2024 have been recast

accordingly. For more information, refer to Note 1.2. General accounting policies in the consolidated financial statements.

Net sales

Group Common and Other net sales in 2025 were EUR 17 million, a decrease of EUR 17 million, or

50%, compared to EUR 34 million in 2024. The decrease in Group Common and Other net sales was

related to Radio Frequency Systems, which was substantially divested in 2024.

Gross profit

Group Common and Other gross profit in 2025 was negative EUR 4 million, compared to positive

EUR 5 million in 2024.

Operating expenses

Group Common and Other research and development expenses in 2025 were EUR 126 million, a

decrease of EUR 5 million, or 4%, compared to EUR 131 million in 2024.

Group Common and Other selling, general and administrative expenses in 2025 were EUR 243

million, an increase of EUR 16 million, or 7%, compared to EUR 227 million in 2024.

Group Common and Other other operating income and expenses in 2025 were zero, a net negative

fluctuation of EUR 4 million compared to an income of EUR 4 million in 2024.

Operating loss

Group Common and Other operating loss in 2025 was EUR 373 million, an increase of EUR 24

million, compared to an operating loss of EUR 349 million in 2024.

76 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Liquidity and capital resources

Financial position

Cash and cash equivalents

At 31 December 2025, Nokia’s cash and cash equivalents equaled EUR 5 462 million, a decrease of

EUR 1 161 million compared to EUR 6 623 million as of 31 December 2024. The decrease was

primarily attributable to acquisition of businesses of EUR 1 730 million, dividends of EUR 759

million, net cash outflow related to long-term borrowings of EUR 724 million, share repurchases of

EUR 624 million, capital expenditure of EUR 606 million, purchase of unowned share of Nokia

Shanghai Bell of EUR 501 million, partially offset by net cash inflow from operating activities of EUR

2 071 million, proceeds from issuance of shares to NVIDIA of EUR 859 million and net cash inflow

related to interest-bearing financial investments of EUR 765 million.

Total cash and interest-bearing financial investments(1)

At 31 December 2025, Nokia’s total cash and interest-bearing financial investments(1) equaled

EUR 6 791 million, a decrease of EUR 1 950 million, compared to EUR 8 741 million as of 31

December 2024. Decrease was attributable to the decrease in cash and cash equivalents of EUR

1 161 million, current interest-bearing financial investments of EUR 700 million and non-current

interest-bearing financial investments of EUR 89 million.

Net cash and interest-bearing financial investments(1)

At 31 December 2025, Nokia’s net cash and interest-bearing financial investments(1) equaled

EUR 3 378 million, a decrease of EUR 1 476 million, compared to EUR 4 854 million as of 31

December 2024. Decrease was attributable to the decrease in cash and cash equivalents of EUR

1 161 million, current interest-bearing financial investments of EUR 700 million, non-current

interest-bearing financial investments of EUR 89 million and an increase in short-term interest-

bearing liabilities of EUR 115 million, partially offset by a decrease in long-term interest-bearing

liabilities of EUR 589 million.

(1)Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,

refer to the “Alternative performance measures” section.

Cash flow

Operating activities

The cash inflow from operating activities in 2025 was EUR 2 071 million, a decrease of

EUR 422 million compared to a cash inflow of EUR 2 493 million in 2024. The decrease was primarily

attributed to a decrease of EUR 716 million in net profit, adjusted for non-cash items, which

equaled EUR 2 725 million compared to EUR 3 441 million in 2024, which was offset by a decrease

in cash tied-up to net working capital of EUR 209 million, compared to EUR 569 million cash tied-up

in 2024. The primary drivers for the decrease in cash tied-up to net working capital were related to

a decrease in liabilities of EUR 333 million compared to a decrease of EUR 609 million in 2024 and

an increase in receivables of EUR 25 million compared to an increase in receivables of EUR 364

million in 2024. This was partly offset by a decrease in inventories of EUR 149 million compared to

a decrease of EUR 404 million in 2024. The increase in receivables during 2025 was primarily driven

by account receivables. The decrease in liabilities during 2025 was primarily due to restructuring

and associated cash outflows and a decrease in trade payables.

In 2025, the cash inflow from operating activities included paid taxes of EUR 396 million, an

increase of EUR 54 million compared to EUR 342 million in 2024, interest received of

EUR 163 million compared to EUR 226 million in 2024 and interest paid of EUR 212 million

compared to EUR 263 million in 2024.

Investing activities

The cash outflow from investing activities was EUR 1 396 million in 2025, compared to a

EUR 117 million cash outflow in 2024. Cash outflows from investing activities was primarily driven

by acquisition of businesses of EUR 1 730 million compared to EUR 37 million in 2024, capital

expenditure of EUR 606 million compared to EUR 472 million in 2024 and purchase of shares in

associated companies of EUR 50 million. These were partially offset by net cash inflow of EUR 765

million of interest-bearing financial investments compared to net cash inflows of EUR 214 million in

2024 and net cash inflow from other financial assets of EUR 69 million compared to EUR 210 million

in 2024.

Major items of capital expenditure in 2025 included investments in R&D and test equipment, lab

and factory infrastructure, strategic patent portfolios and repairs or improvements of sites.

Financing activities

In 2025, the cash outflow from financing activities was EUR 1 610 million, compared to a

EUR 2 003 million cash outflow in 2024. The cash outflows was driven by repayments of long-term

borrowings of EUR 875 million compared to EUR 462 million in 2024, dividend payments of EUR 759

million, compared to EUR 723 million in 2024, share repurchases of EUR 624 million compared to

EUR 680 million in 2024, purchase of unowned share of Nokia Shanghai Bell of EUR 501 million and

payments of the principal portion of lease liabilities of EUR 221 million, compared to EUR 233

million in 2024. These were partially offset by proceeds from issuance of shares to NVIDIA of EUR

859 million and proceeds from long-term borrowings of EUR 151 million, compared to EUR 101

million in 2024.

77 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Financial assets and debt

At 31 December 2025, Nokia’s net cash and interest-bearing financial investments(1) equaled

EUR 3 378 million consisting of EUR 6 791 million in total cash and interest-bearing financial

investments(1), and EUR 3 413 million of long-term and short-term interest-bearing liabilities.

Nokia holds total cash and interest-bearing financial investments(1) predominantly in euro. 

Interest-bearing financial investments mainly include high-quality money market and fixed income

instruments with strict maturity limits and diversified counterparty risk limits. Nokia also has EUR

2 000 million revolving credit facilities available for liquidity purposes. The facilities have no

financial covenants and remain undrawn.

At 31 December 2025, Nokia’s interest-bearing liabilities consisted of the following liabilities:

Instrument	Currency	Final maturity	Nominal (million)
2.00% Senior Notes	EUR	3/2026	630
4.375% Senior Notes	USD	6/2027	500
6.50% Senior Notes	USD	1/2028	74
3.125% Senior Notes	EUR	5/2028	500
6.45% Senior Notes	USD	3/2029	206
4.375% Sustainability-linked Senior Notes	EUR	8/2031	500
NIB R&D loan	EUR	10/2032	250
6.625% Senior Notes	USD	5/2039	500
Other borrowings	EUR		466

The EUR notes maturing in 2026, 2028 and 2031, as well as the USD notes maturing in 2027 and

2039, are issued by Nokia Corporation, while the USD notes maturing in 2028 and 2029 are issued

by Lucent Technologies Inc., a predecessor to Nokia of America Corporation (Nokia’s wholly-owned

subsidiary, formerly known as Alcatel-Lucent USA Inc.). The loan from the Nordic Investment Bank

(NIB) is drawn by Nokia Corporation. For more information on the interest-bearing liabilities, refer

to Note 5.2. Financial assets and liabilities in the consolidated financial statements.

In March 2025, Nokia established a new EUR 500 million revolving credit facility maturing in March

2027. This facility has a one-year extension option, its pricing is linked to Nokia’s credit ratings, it

has no financial covenants and the facility remains undrawn as of 31 December 2025.(2)

In June 2025, Nokia refinanced its undrawn EUR 1 412 million revolving credit facility maturing in

June 2026 with a new facility in size of EUR 1 500 million maturing in June 2030. The new facility

has two one-year extension options, its pricing is linked to Nokia’s key sustainability targets in

addition to credit ratings, it has no financial covenants and the facility remains undrawn as of 31

December 2025.

In December 2025, Nokia signed a loan facility agreement of EUR 435 million for financing research

and development with the European Investment Bank (EIB). The availability period of the loan

facility ends in December 2027. The loan facility was not disbursed as of 31 December 2025 and

will have an average maturity of approximately seven years after disbursement.

Nokia considers that with EUR 6 791 million of total cash and interest-bearing financial

investments(1) and with its undrawn revolving credit facilities, it has sufficient funds to satisfy its

future working capital needs, capital expenditure, R&D investments, structured finance, venture

fund commitments, acquisitions and debt service requirements, at least through 2026. Nokia

further considers that with its current credit ratings of BBB- (stable) by Fitch, Ba1 (positive) by

Moody’s, and BBB- (stable) by S&P Global, it has access to the capital markets should any funding

needs arise in 2026.

Nokia aims to maintain investment grade credit ratings.

Off-balance sheet arrangements

There are no material off-balance sheet arrangements that have, or are reasonably likely to have, a

current or future effect on Nokia’s financial condition, revenues or expenses, results of operations,

liquidity, capital expenditures or capital resources that are material to investors, except for the

purchase obligations and lease commitments, as well as guarantees and financing commitments

disclosed in Note 6.1. Commitments, contingencies and legal proceedings, and in Note 5.4.

Financial risk management, of the consolidated financial statements.

(1)Non-IFRS measures. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures,

refer to “Alternative performance measures” section.

(2)On 3 March 2026, Nokia voluntarily canceled the EUR 500 million revolving credit facility with the effective date of 6 March 2026.

78 Nokia Annual Report on Form 20-F 2025

Contents

•Operating and financial review

Environment

Venture fund investments and commitments

Nokia makes financing commitments to a number of unlisted venture funds that make technology-

related investments. The majority of the investments are managed by NGP Capital, a global venture

capital firm backing exceptional entrepreneurs focused on Deeptech opportunities in data

infrastructure, AI, semiconductors and space. In 2025, Nokia completed a strategic review of its

venture fund investment activities. As a result, it no longer views broad-based venture fund

investments as having a strategic role and has initiated a process to scale down these investments.

This also led to a change in the presentation of the results of venture fund investments from

operating activities to financial income.

As of 31 December 2025, the fair value of the venture fund investments and similar investments

equaled EUR 857 million, compared to EUR 865 million as of 31 December 2024. For more

information on the fair value of the venture fund investments, refer to Note 5.2. Financial assets

and liabilities in the consolidated financial statements.

As of 31 December 2025, Nokia’s investment commitments equaled EUR 221 million, compared to

EUR 306 million as of 31 December 2024. As a limited partner in venture funds, Nokia is committed

to capital contributions and entitled to cash distributions according to the respective partnership

agreements and underlying fund activities. For more information on venture fund commitments,

refer to Note 6.1. Commitments, contingencies and legal proceedings in the consolidated financial

statements.

Treasury Policy

Treasury activities are governed by the Nokia Treasury Policy approved by the President and CEO

and supplemented by operating procedures approved by the Chief Financial Officer, covering

specific areas such as foreign exchange risk, interest rate risk, credit risk and liquidity risk. The

objective of treasury’s liquidity and capital structure management activities is to ensure that Nokia

has sufficient liquidity to go through unfavorable periods without being severely constrained by the

availability of funds to execute Nokia’s business plans and implement Nokia’s long-term business

strategy. Nokia is risk-averse in its treasury activities.

Foreign exchange impact

Nokia is a company with global operations and net sales derived from various countries, invoiced in

various currencies. Therefore, Nokia’s business and results from operations are exposed to

changes in exchange rates between the euro, Nokia’s reporting currency, and other currencies,

such as the US dollar. The magnitude of foreign exchange exposures changes over time as a

function of Nokia’s net sales and costs in different markets, as well as the prevalent currencies

used for transactions in those markets. Significant changes in exchange rates may also impact

Nokia’s competitive position and related price pressures through their impact on its competitors.

To mitigate the impact of changes in exchange rates on its results, Nokia hedges material net

foreign exchange exposures (net sales less costs in a currency) typically with a hedging horizon of

approximately 12 months. For the majority of these hedges, hedge accounting is applied to reduce

income statement volatility.

In 2025, Group net sales were mostly denominated in US dollars, euros and Indian rupee and total

costs mostly in US dollars, euros, Indian rupee and Chinese yuan.

The average currency mix for Group net sales and total costs:

	2025		2024
Currency	Net sales	Total costs	Net sales	Total costs
EUR	~25%	~25%	~25%	~30%
USD	~55%	~50%	~55%	~45%
CNY	~0%	~5%	~5%	~5%
INR	~5%	~5%	~0%	~5%
Other	~15%	~15%	~15%	~15%
Total	~100%	~100%	~100%	~100%

For the full year 2025 compared to the previous year, the US dollar was weaker against the euro.

The weaker US dollar in 2025 on a year-on-year basis had a significantly negative impact on Nokia’s

net sales reported in euros. However, the weaker US dollar also contributed to lower costs of sales

and slightly lower operating expenses on a year-on-year basis. In total, before hedging, the weaker

US dollar on a year-on-year basis had a negative effect on Nokia’s operating profit in 2025.

For a discussion of the instruments used by Nokia in connection with its hedging activities, refer to

Note 5.4. Financial risk management in the consolidated financial statements. Refer also to the

“Risk factors” section.

79 Nokia Annual Report on Form 20-F 2025

Contents

•Business integrity

Environment

Business

integrity

Management of business conduct

Culture of integrity

Nokia is consistently recognized as one of the World’s Most

Ethical Companies® by Ethisphere. Nokia upholds high ethical

standards through its Code of Conduct, training, processes, and

controls. The company promotes integrity and encourages

employees to voice concerns without fear of retaliation. Every

employee in the company is responsible for adhering to our

Code of Conduct and is held accountable for violations.

The Code of Conduct includes a section that outlines leader and

manager expectations for cultivating Nokia’s culture of integrity

within their respective organizations. Many resources are available

to educate managers about these responsibilities and to facilitate

discussions with team members about compliance risks. Nokia

measures the level of manager engagement via an annual survey.

Nokia’s corporate culture of integrity is supported by its

comprehensive compliance training program, including its annual

mandatory “Ethical Business Training” course. The topics within

the mandatory training program are rotated every year to raise

awareness on high-risk areas, emerging risks, and key focus areas.

Nokia’s culture of integrity helps to prevent unlawful or unethical

behavior and reduces risks related to anti-corruption, competition,

bribery, fraud, money laundering, privacy and data protection,

human rights and other high-risk areas. Training and awareness

initiatives make it clear that Nokia expects employees to follow laws

and policies, and they will be subject to discipline, up to and including

termination of employment, for unlawful or unethical behavior.

Compliance Program governance

Nokia’s compliance program is supported by its Ethics and

Regulatory Compliance team, comprised of approximately 100

experienced compliance professionals, which is led by the Chief

Compliance Officer, who reports to the Chief Legal and

Administrative Officer. The team includes several distinct

functions, including regional and business-specific compliance

leaders, a risk assessment function and a global team of

dedicated investigators, who are independent from Nokia’s

business segments to ensure utmost objectivity, discreteness

and confidentiality and are responsible for compliance concerns

that are reported to Nokia.

The organization also includes an Anti-Corruption Center of

Excellence that is responsible for conducting due diligence of

commercial third parties, customers, and high risk suppliers and

oversees the due diligence of high-risk transactions. It is also

responsible for Nokia’s global Anti-Corruption Program, which

includes policies and processes, controls, and training.

The Chief Compliance Officer has direct access to the Audit

Committee of the Board, which provides oversight of Nokia’s

Compliance Program. The Chief Compliance Officer meets at

least quarterly with the Audit Committee and as needed based

on specific matters. The Chief Compliance Officer also meets at

least annually with the full Board of Directors.

Nokia has robust policies and processes to avoid unlawful

behavior and unethical acts by its employees or by third parties

with which Nokia does business. With respect to anti-corruption

and bribery, the key risk is that a rogue employee or a third party

with which Nokia does business (primarily high-risk suppliers or

commercial third parties) engages in behavior that violates

Nokia’s anti-corruption policies and/or applicable laws or fails to

comply with or circumvents one of Nokia’s anti-corruption

processes or control points. Potential violations of anti-

corruption laws may result in investigations; and if a violation is

substantiated, the results may include reputational damage, fines

and forfeiture awards, and potential criminal action against

individuals involved, as well as against those who should have

been aware that a violation was occurring. Nokia strives to stay

abreast of geopolitical changes, business models and strategies

that may increase the risk of corruption, such as planned

expansion in a high-risk market or segment. As these are

identified, the Ethics & Regulatory Compliance organization works

closely with the business to develop risk mitigants proactively to

minimize residual risk. These efforts may include targeted and

focused training, the implementation of additional control

points and processes, and increased review and monitoring.

Anti-corruption and bribery risks can exist in many aspects of

our operations, including certain go-to-market sales models and

in project delivery and execution. To effectively mitigate these

risks, the Ethics and Regulatory Compliance organization has

compliance professionals who partner closely with various parts

of our business. Through this collaboration, the organization

proactively manages these changing risks by continually

evolving the Anti-Corruption Compliance Framework and

Program. Business activity presents risk with respect to the

possibility of third parties engaging in violations of anti-

corruption laws. The third parties with the highest risk include

80 Nokia Annual Report on Form 20-F 2025

Contents

•Business integrity

Environment

certain high-risk suppliers (those dealing in customs, site

acquisition work, or other engagements with governmental

agencies) and commercial third parties (distributors, resellers

and indirect resellers). To mitigate this risk, Nokia provides

training to those third parties with the highest risk and requires

annual compliance acknowledgments, as well as

acknowledgment of Nokia’s Third-Party Code of Conduct. These

actions, as well as clear contractual provisions including

compliance with laws, are designed to ensure that third parties

understand the expectations for compliant behavior. In

addition, suppliers and commercial third parties must

successfully complete a risk-based due diligence vetting

process. This vetting process often results in approval with risk

mitigants, such as periodic review of transactions, additional

contractual terms, or monitoring.

Business conduct policies and corporate

culture

Nokia’s clear and readily accessible policies and standard

operating procedures (SOPs) guide our employees on how to

behave and mitigate the risk of unlawful or unethical behavior.

Nokia’s policy framework begins with the Nokia Code of

Conduct, which includes the company’s basic principles of

business conduct and high-level policy statements related to

critical business topics. Policy documents further define,

support and explain specific areas of focus. SOPs are created,

where needed, to instruct employees on specific procedures to

implement the policies. Finally, supplemental guidelines (e.g.,

country-specific guidance) or other training materials may be

created for specific implementation of certain procedures. The

full set of supporting policies and related procedures for the

Code of Conduct’s risk areas are available online to Nokia’s

employees.

Employees and third parties that fail to behave ethically and

lawfully are held accountable. A dedicated intranet page

provides an overview of company level policies and SOPs. The

available policies are aligned with all business segments and

corporate functions and are disseminated to employees in

several ways, including:

▪Training programs, both online and live; online training

typically includes quiz questions to test comprehension.

▪The central SOP/policy repository on the company intranet.

▪Quarterly global communications from the Chief Compliance

Officer and targeted communications from regional and

business compliance leaders.

▪Examples and real cases to highlight the importance of

compliance both for Nokia and the individual employee.

Nokia’s Code of Conduct is available in a web-based format in

20 languages. It enforces Nokia’s values and expectations,

outlines Nokia’s 14 key compliance policy statements and

unites all Nokia employees around a common vision. The Code

serves as a guiding framework that provides clarity and

consistency in decision making and defines the principles of

ethical and compliant business practices that all employees and

managers are expected to follow. Everyone in the company is

required to review and acknowledge the Code annually as part

of mandatory compliance training.

A separate Code of Ethics is in place for Nokia’s President and

CEO, Nokia’s Chief Financial Officer, and Nokia’s Corporate

Controller. The purpose of the Code of Ethics is to reinforce

ethical behavior, promote high standards of corporate

governance, and highlight the additional responsibilities of these

functions. It complements Nokia’s Code of Conduct and Insider

Trading Policy, as well as other applicable company guidelines.

Nokia’s Third-Party Code of Conduct requires Nokia’s third-

party business partners to follow similar ethical practices to

those included in Nokia’s Code of Conduct.

Nokia nurtures, promotes and evaluates its compliance culture

using varied mediums. It uses multiple feedback channels,

discussions and training courses to drive continuous

improvement in Nokia’s Compliance Program. Nokia gauges

employee attitudes, perceptions, and experiences regarding the

compliance culture using survey results and other collected

inputs. These results are shared with relevant business/regional

teams, managed through mitigation plans, and integrated into

the annual risk assessment and training and communications

planning for ongoing management of Nokia’s ethical culture.

Beyond a company-wide survey, Nokia also uses other means to

gauge the effectiveness of our Compliance Program, including

short pulse surveys on specific topics for more frequent

feedback on the overall climate in the company as it relates to

Nokia’s essentials: open, fearless, and empowered. As an

example, Nokia’s 2025 mandatory Ethical Business Training

course integrated anonymous questions related to fear of

retaliation, usage of Nokia’s Code of Conduct, reporting

concerns, specific policies, and line manager engagement. 75%

of respondents to the voluntary 2025 survey indicated that their

manager discussed ethics and compliance with their team.

Below are some of the resources, platforms and methods that

Nokia uses to regularly reinforce its culture of doing business

with integrity:

▪Nokia Code of Conduct

▪Manager internal posts and news articles

▪Social media posts from subject matter topical experts,

Nokia’s Chief Compliance Officer and other senior leaders

▪Internal news articles with topic-related links and resources

▪Awareness campaigns and resources (i.e. speaking up and

anti-retaliation)

▪Ombuds program, dedicated resources, and campaigns

▪Dedicated web pages for Compliance Program elements with

related resource documents and contacts

▪Quarterly newsletter

▪Podcasts, animations, videos, posters, brochures

▪Annual Integrity Day event: senior leader/Group Leadership

Team participation and web event, local events around the

world, global-level and local messaging, compliance awards,

compliance games

Reporting channels and investigations process

Nokia provides multiple channels to report compliance concerns:

Legal, Compliance and Sustainability, Ombuds leaders, People

organization, a dedicated email, and an Ethics Helpline (EU

Whistleblower Directive compliant) with online and country-

specific options. Internal and external webpages also support

concern reporting. The external reporting web page explains the

reporting process and provides links and information about all

the available reporting options. The Ethics Helpline allows for

anonymous reporting and is open to employees and external

stakeholders.

Nokia’s Ombuds network is a critical element of Nokia’s

Compliance Program and is available to employees, in addition to

the Nokia Ethics Helpline and/or consulting with the Legal,

Compliance and Sustainability team, the People organization, or

managers. Ombuds leaders sit outside of the Legal, Compliance

and Sustainability team, and People organization and serve as

confidential, neutral, supplemental resources for employees to