NOKIA CORP

Nokia Annual Report

on Form 20-F 2023

As filed with the Securities and Exchange Commission on 29 February 2024

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 EXCHANGEACT OF 1934

For the fiscal year ended 31 December 2023

Commission file number 1-13202

Nokia Corp oration

(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, Global Head of 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”):

(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:5 613 496 565.

U.S. GAAP ☐

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

Other ☐

Cross-reference table to Form 20-F

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, 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, 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 changes

in our organizational and operational structure;

e)market developments in our current and future markets

and their seasonality and cyclicality, including the

communications service provider market, 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 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.

Forward-looking statements

Nokia Corporation 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,” “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 currency of the United States,

and references to “Chinese yuan” or “Chinese yuan renminbi”

or “CNY” are to the official currency of the People’s Republic

of China.

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 on the basis of International Financial

Reporting Standards (IFRS) as issued by the International

Accounting Standards Board and in conformity with IFRS as

adopted by the European Union. 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 on the

basis of IFRS, 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://

app.irdirect.net/company/49733/hotline/. 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.

Introduction and use of certain terms

In this report