NOKIA CORP

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 exch ange (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.

ContentsBusiness overviewCorporate governance•Corporate governance statementRemunerationOperating and financial review and prospectsGeneral facts on NokiaFinancial statementsOther information