Corporate Governance Statement (2018)

Corporate governance statement

This corporate governance Introduction Furthermore, we engaged with our shareholders at the Annual General Meeting In 2018, we continued on delivering on Nokia’s statement is prepared in held in May where shareholders exercised commitment to strong corporate governance decision-making power and their right to accordance with Chapter 7, and related practices. To do that, the Board present questions to the Board and Section 7 of the Finnish Securities activities were structured to develop the management. At that meeting, we also met Company’s strategy and to enable the Board Markets Act (2012/746, as our aim to have representation of at least to support the management on the delivery 40% of both genders on our Board well in amended) and the Finnish of it within a transparent governance advance of the target date of January 1, framework. In addition to regular business and Corporate Governance Code 2015 2020. In addition, the Board established a financial updates at each Board meeting, the Technology Committee to review high level (the “Finnish Corporate table below sets out a high-level overview of innovation and technology strategies of the Governance Code”). the key areas of focus for the Board’s and its Company and to engage in a dialogue with Committee’s activities during the year. the management with respect to major

January March April May July October November Board –– Approval of the long-range –– Strategy update –– Corporate strategy and –– Customer Operations and –– Annual strategy meeting –– Corporate and detailed business and annual plans –– Approval of financial strategy use cases review business group strategy –– Talent development and group strategy recapitulation –– Group key risks statements –– Past M&A cases execution update leadership succession –– IT and Security –– Capital structure –– AGM proposals and convening –– Corporate responsibility –– Bond refinancing –– AI strategy of the AGM –– Appointment of the Chairs –– Privacy –– Strategic deep-dive into –– Talent development and and Committees a business unit leadership succession –– Establishment of Technology –– Privacy Committee –– Compliance and litigation –– Equity programs –– Board evaluation

CGN –– Board composition and –– AGM proposals –– Proposal for the Chair and –– Board evaluation planning –– Board composition Committee remuneration Vice Chair of the Board and –– Board remuneration –– Corporate Governance –– Board evaluation results composition of the Board’s benchmarking Statement –– Corporate Governance statement Committees –– Corporate Governance update –– Corporate Governance update

Personnel –– Achievement & performance –– Incentive finalization –– Diversity review –– Compensation strategy –– Incentive framework Committee outcomes –– Succession update and philosophy –– Detailed equity plans –– Incentive targets and objectives –– Executive compensation –– Talent summit review –– Compensation risk assessment –– Equity programs review –– Culture update –– Culture, demography and diversity updates

Audit –– Q4 and full year financials –– Review of Annual reports –– Q1 financials –– Technology presentations by –– Q2 financials –– Q3 financials –– Financial update Committee –– Compliance, Internal Audit and –– AGM proposals –– Compliance, Internal Audit the Audit firm candidates –– Audit scope –– Pension assets and liabilities –– Enterprise Risk Management Internal Controls updates –– Audit firm rotation and Internal Controls updates –– Review of audit services –– Security (ERM) update –– Review of audit services –– Annual audit plan –– Compliance, Internal Audit and –– Audit firm rotation –– Audit firm rotation –– Audit firm rotation –– Review of Auditor services Internal Controls updates –– Security –– Audit firm rotation –– Audit firm rotation

Technology –– Review of new strategic –– Review of new strategic Committee technology initiatives technology initiatives –– Updates on major innovation –– Updates on major innovation and technology trends and technology trends

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innovation and technology trends, related risks and opportunities and the Company’s technology competitiveness and bets. We also noted in the Annual General Meeting that we have started a tender process regarding the rotation of our audit firm in accordance with the EU Audit Regulation. This has been one of the key focus areas of the Board’s Audit Committee in 2018. During 2018, the Chair of the Personnel Committee also engaged with our largest investors to discuss executive remuneration as well as the related governance and disclosure practices.

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Corporate governance framework delivery of the shares unless a shareholder approval has been granted through an General Meeting of Shareholders authorization to the Board, a maximum of five years earlier. The NYSE corporate governance standards require that the 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 Board of Directors governance standards. Audit Committee External Personnel Committee Internal The Board has also adopted corporate Audit Corporate Governance and Audit governance guidelines (Corporate Governance Nomination Committee Guidelines) to reflect our commitment to Technology Committee good corporate governance. The Corporate Governance Guidelines include the directors’ responsibilities, the composition and election of the members of the Board, its committees and certain other matters relating to corporate governance. In addition, the Committees of the Board have adopted charters that define committees’ main duties President and CEO and operating principles. We also have a Code Group Leadership Team of Conduct that is applicable to all of our employees, directors and management and the Code of Ethics applicable to the President Regulatory framework We comply with the corporate governance and CEO, Chief Financial Officer, Deputy Chief standards of Nasdaq Helsinki which are Financial Officer, and Corporate Controller. All Our corporate governance practices comply applicable to us due to the listing of our of the mentioned documents are available on with Finnish laws and regulations as well as shares on the exchange. Furthermore, our website at http://www.nokia.com/en_int/ with our Articles of Association. We also as a result of the listing of our American investors/corporate-governance. comply with the Finnish Corporate Depositary Shares on the New York Stock Governance Code, available at www.cgfinland. Exchange (the NYSE) and our registration Main corporate governance fi. Under the Finnish Corporate Governance under the U.S. Securities Exchange Act of Code a company is deemed to be in 1934, we must comply with the applicable bodies of Nokia compliance with the Corporate Governance U.S. federal securities laws and regulations, Code even if it departs from individual Pursuant to the provisions of the Finnish including the Sarbanes-Oxley Act of 2002 Limited Liability Companies Act (2006/624, recommendations, provided that the as well as the rules of the NYSE, in particular departures are reported and explained. as amended) (the Finnish Companies Act) and the corporate governance standards under Nokia’s Articles of Association, the control and In 2018, we complied with the Finnish Section 303A of the NYSE Listed Company management of Nokia are divided among the Corporate Governance Code, with the Manual available at http://nysemanual.nyse. shareholders at a general meeting, the Board, exception that we were not in full compliance com/lcm/. We comply with these standards the President and CEO and the Group with the recommendation 24 as our restricted to the extent such provisions are applicable Leadership Team, chaired by the President share plans did not include performance to us. and CEO. criteria but were time-based only. The To the extent any non-domestic rules would General meeting of shareholders restricted shares vest in three equal tranches require a violation of the laws of Finland, on the first, second and third anniversary of Nokia shareholders play a key role in corporate we are obliged to comply with Finnish law. governance, with our Annual General Meeting the award subject to continued employment There are no significant differences in the with Nokia. Restricted Shares are and will be offering a regular opportunity to exercise corporate governance practices applied their decision-making power in the company. granted on a limited basis for exceptional by Nokia compared to those applied by the purposes related to retention and recruitment In addition, at the meeting the shareholders U.S. companies under the NYSE corporate may exercise their right to speak and ask to ensure Nokia is able to retain and recruit governance standards with the exception that vital talent for the future success of the questions. Each Nokia share entitles a Nokia complies with Finnish law with respect shareholder to one vote at general meetings company. The restricted share plan for 2019 to the approval of equity compensation plans. is designed in a similar manner. The Board of Nokia. The Annual General Meeting decides, Under Finnish law, stock option plans require among other things, on the election and approves, upon recommendation from the shareholder approval at the time of their Board’s Personnel Committee, any long-term remuneration of the Board, the adoption of launch. All other plans that include the the annual accounts, the distribution of profit incentive compensation and all equity plans, delivery of company stock in the form of programs or similar arrangements of shown on the balance sheet, and discharging newly issued shares or treasury shares require the members of the Board and the President significance that the company establishes shareholder approval at the time of the for its employees. and CEO from liability, as well as on the election and fees of the external auditor.

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In addition to the Annual General Meeting, Our Board’s leadership structure consists of Board diversity an Extraordinary General Meeting may be a Chair and Vice Chair elected annually by the The Board has adopted principles concerning convened when the Board considers such Board, and confirmed by the independent Board diversity describing our commitment meeting to be necessary, or when the directors of the Board from among the Board to promoting diverse Board composition and provisions of the Finnish Companies Act members upon the recommendation of the how diversity is embedded into our processes mandate that such a meeting must be held. Corporate Governance and Nomination and practices when identifying and proposing Committee. The Chair of the Board has new Board candidates as well as re-election Board of Directors certain specific duties as stipulated by Finnish of current Board members. The operations of Nokia are managed law and our Corporate Governance Guidelines. under the direction of the Board, within the The Vice Chair of the Board assumes the At Nokia, the Board diversity consists of a framework set by the Finnish Companies Act duties of the Chair of the Board in the event number of individual elements, including and Nokia’s Articles of Association as well as he or she is prevented from performing his gender, age, nationality, cultural and any complementary rules of procedure as or her duties. educational backgrounds, skills and defined by the Board, such as the Corporate experience. At Nokia, diversity is not a static Governance Guidelines and the charters of The independent directors of the new Board concept but rather a relevant mix of required the Board’s committees. also confirm the election of the members elements for the Board as a whole that and chairs for the Board’s committees from evolves with time based on, among other Election and composition of the Board of among the Board’s independent directors things, the relevant business objectives and Directors, election of the Chair and Vice upon the recommendation of the Corporate future needs of Nokia. The Board diversity Chair of the Board and the Chairs and Governance and Nomination Committee is treated as a means of improvement and members of the Board’s Committees and based on each committee’s member development rather than an end in itself. Pursuant to the Articles of Association of qualification standards. These elections Nokia Corporation, we have a Board that is take place at the Board’s assembly meeting Nokia acknowledges and supports the composed of a minimum of seven and a following the general meeting. resolution adopted by the Finnish maximum of 12 members. The Board is Government on February 17, 2015 on gender elected at least annually at each Annual equality on the boards of directors of Finnish General Meeting with a simple majority of large and mid-cap listed companies. We report the shareholders’ votes cast at the meeting. annually our objectives relating to both The term of a Board member begins at the genders being represented on our Board, closing of the general meeting at which he or the means to achieve them, and the progress she was elected, or later as resolved by the we have made in achieving them. In 2018 general meeting, and expire at the closing we met our aim to have representation of at of the following Annual General Meeting. least 40% of both genders on our Board by The Annual General Meeting convenes by January 1, 2020. June 30 annually.

Currently there are five different nationalities represented in the Board and 40% of the Board members are female.

Risto Olivier Sari Bruce Jeanette Louis R. Edward Elizabeth Carla Smits- Kari Siilasmaa Piou Baldauf Brown Horan Hughes Kozel Nelson Nusteling Stadigh Gender Male Male Female Male Female Male Male Female Female Male Year of birth 1966 1958 1955 1958 1955 1949 1955 1960 1966 1955 Nationality Finnish French Finnish American British American American American Dutch Finnish On Board since 2008 2016 2018 2012 2017 2016 2017 2012 2016 2011 Tenure at AGM 2018 10 2 0 6 1 2 1 6 2 7

Experience and skills of the Board members

General management and business operations Finance and accounting

Chief executive officer Communications Service Provider market

Chief financial officer Enterprise business

Chief technology officer Technology

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Members of the Board of Directors Biographical details of our current Sari Baldauf The Annual General Meeting held on May 30, Board members b. 1955 2018 elected ten members Sari Baldauf, Nokia Board member since 2018. Member of Bruce Brown, Jeanette Horan, Louis Hughes, Chair Risto Siilasmaa the Personnel Committee and the Corporate Edward Kozel, Elizabeth Nelson, Olivier Piou, b. 1966 Governance and Nomination Committee. Risto Siilasmaa, Carla Smits-Nusteling and Kari Chair of the Nokia Board. Board member Stadigh to the Board for a term ending at the since 2008. Chair since 2012. Chair of the Master of Business Administration, close of the Annual General Meeting in 2019. Corporate Governance and Nomination Helsinki School of Economics and Business Following the meeting, the Board also Committee and member of the Administration. Bachelor of Science, re-elected Risto Siilasmaa to continue to Technology Committee. Helsinki School of Economics and Business serve as the Chair and Olivier Piou as the Administration. Honorary doctorates in Vice Chair of the Board. Master of Science (Eng.), Helsinki University Technology (Helsinki University of Technology) of Technology, Finland. and Business Administration (Turku School of The current members of the Board are all President and CEO of F-Secure Oyj Economics and Business Administration and non-executive. For the term of the Board Aalto University School of Business). that began at the Annual General Meeting, 1988–2006. all Board member candidates were Chairman of the Board of Directors of Executive Vice President and General Manager, determined to be independent under the F-Secure Oyj. Member of the Board of Networks Business Group, Nokia, 1998–2005. Finnish corporate governance standards Directors of Futurice Oy. Member of the Board Various executive positions at Nokia in Finland and the rules of the NYSE. of Directors of Technology Industries of and the United States 1983–1998. We do not have a policy concerning the Finland. Member of European Roundtable of Member of the Supervisory Board and combination or separation of the roles of the Industrialists. Member of the Global Tech Member of the Nomination Committee of Chair of the Board and the President and CEO. panel, an initiative of EU High Representative Daimler AG. Member of the Board of Directors Our leadership structure is dependent on our Federica Mogherini. of Aalto University. Chair of the Vexve Holding needs, shareholder value and other relevant Member 2013–2016 and Vice Chairman of Oy. Senior Advisor of DevCo Partners Oy. factors applicable from time to time, while the Board of Directors of the Confederation Member of the Supervisory Board of respecting the highest corporate governance of Finnish Industries (EK) 2017–2018. Vice standards. In 2018, Rajeev Suri served as the Deutsche Telekom AG 2012–2018. Chair of Chairman 2013–2015 and Chairman of the the Board of Directors of Fortum Oyj 2011– President and CEO while Risto Siilasmaa Board of Directors of Technology Industries served as the Chair of the Board. 2018. Member of the Board of Directors of of Finland 2016–2018. Chairman of the Board Akzo Nobel 2012–2017. Member of the Board of Directors of Elisa Corporation 2008–2012. of Directors of F-Secure Oyj 2005–2014.

Vice Chair Olivier Piou Bruce Brown b. 1958 b. 1958 Vice Chair of the Nokia Board. Board member Nokia Board member since 2012. Chair of and Vice Chair since 2016. Member of the the Personnel Committee. Member of the Personnel Committee and the Technology Corporate Governance and Nomination Committee. Committee and the Technology Committee. Engineer, École Centrale de Lyon, France. MBA, Xavier University, the United States. BS Chief Executive Officer of Gemalto N.V. (Chemical Engineering), Polytechnic Institute 2006–2016. Chief Executive Officer of Axalto of New York University, the United States. N.V. 2004–2006. With Schlumberger Ltd Retired from The Procter & Gamble Company 1981–2004, including numerous in 2014. Chief Technology Officer of the management positions in the areas of Procter & Gamble Company 2008–2014. technology, marketing and operations, Various executive and managerial positions in France and the United States. in Baby Care, Feminine Care, and Beauty Member of the Board of Directors of Gemalto Care units of The Procter & Gamble Company N.V. Member of the Board of Directors of the since 1980 in the United States, Germany PESH foundation. and Japan. Member of the Board of Directors of Alcatel Member of the Board of Directors, the Audit Lucent SA 2008–2016. Committee and the Nominating and Corporate Governance Committee of P. H. Glatfelter Company. Member of the Board of Directors, the Audit Committee and the Compensation Committee of Medpace, Inc. Member of the Board of Directors of Agency for Science, Technology & Research (A*STAR) in Singapore 2011–2018.

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Jeanette Horan Chair Risto Siilasmaa Vice Chair Olivier Piou b. 1955 Nokia Board member since 2017. Member of the Audit Committee and the Technology Committee. MBA, Business Administration and Management, Boston University, the United States. BSc, Mathematics, University of London, United Kingdom. Various executive and managerial positions in IBM 1998–2015. Vice President of Digital Equipment Corporation 1994–1998. Vice President, Development, of Open Software Sari Baldauf Bruce Brown Foundation 1989–1994. Member of the Supervisory Board at Wolters Kluwer, and the Chair of the Remuneration Committee. Member of the Board of Advisors at Jane Doe No More, a non-profit organization. Member of the Board of Advisors of Cyberreason 2017–2018. Member of the Board of Directors of West Corporation 2016–2017. Member of the Board of Directors of Microvision 2006–2017. Jeanette Horan Louis R. Hughes

Louis R. Hughes b. 1949 Nokia Board member since 2016. Member of the Audit Committee and the Technology Committee. Master’s Degree in Business Administration, Harvard University, Graduate School of Business, the United States. Bachelor of Mechanical Engineering, General Motors Institute, now Kettering University, the United States. President & Chief Operating Officer of Lockheed Martin in 2000. Executive Vice President of General Motors Corporation 1992–2000. President of General Motors International Operations 1992–1998. President of General Motors Europe 1992–1994. Chairman of InZero Systems (formerly GBS Laboratories) (the United States). Executive advisor partner of Wind Point Partners. Member of the Advisory Board, Cognomotiv (the United States). Independent director and member of the Audit Committee of AkzoNobel 2006–2018. Independent director 2003–2018 and Chairman of the Audit, Finance and Compliance Committee of ABB 2011–2018. Member of the Board of Directors of Alcatel Lucent SA 2008–2016.

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Edward Kozel Carla Smits-Nusteling Edward Kozel b. 1955 b. 1966 Nokia Board member since 2017. Chair of the Nokia Board member since 2016. Chair of Technology Committee and member of the the Audit Committee and member of the Audit Committee. Corporate Governance and Nomination Committee. Degree in Electrical Engineering and Computer Science, University of California, Master’s Degree in Business Economics, the United States. Erasmus University Rotterdam, the Netherlands. Executive Master of Finance President and CEO of Range Networks and Control, Vrije University Amsterdam, 2013–2014, Owner of Open Range the Netherlands. 2000–2013, Chief Technology and Innovation Officer and member of the Board of Member of the Board of Directors and Chief Management of Deutsche Telecom Financial Officer of KPN 2009–2012. Various Elizabeth Nelson 2010–2012, CEO of Skyrider 2006–2008, financial positions in KPN 2000–2009. Various Managing Director of Integrated Finance financial and operational positions in TNT/PTT 2005–2006, Senior Vice President, Business Post 1990–2000. development and Chief Technology Officer and Board Member of Cisco 1989–2001. Member of the Supervisory Board since 2013 and Chair of the Audit Committee of ASML. Various Board Memberships in 1999–2009. Member of the Board of Directors since 2013 and Chair of the Audit Committee of TELE2 AB. Member of the Management Board of the Elizabeth Nelson Unilever Trust Office since 2015. Lay Judge in b. 1960 the Enterprise Court of the Amsterdam Court Nokia Board member since 2012. Member of Appeal since 2015. of the Audit Committee and the Personnel Committee. Carla Smits-Nusteling Kari Stadigh MBA (Finance), the Wharton School, University b. 1955 of Pennsylvania, the United States. BS Group CEO and President of Sampo plc. Nokia (Foreign Service), Georgetown University, Board member since 2011. Member of the the United States. Personnel Committee and the Corporate Executive Vice President and Chief Financial Governance and Nomination Committee. Officer, Macromedia, Inc. 1997–2005. Vice Master of Science (Eng.), Helsinki University President, Corporate Development, of Technology, Finland. Bachelor of Business Macromedia, Inc. 1996–1997. Various roles Administration, Hanken School of Economics, in Corporate Development and International Helsinki, Finland. Finance, Hewlett-Packard Company 1988–1996. Deputy CEO of Sampo plc 2001–2009. President of Sampo Life Insurance Company Kari Stadigh Chairman of the Board of Directors of DAI. Limited 1999–2000. President of Nova Life Independent Lead Director and Chair of the Insurance Company Ltd 1996–1998. Audit Committee of Zendesk Inc. Independent President and COO of Jaakko Pöyry Group Director and Chair of the Audit Committee 1991–1996. of Upwork Inc. Chairman of the Board of Directors of Member of the Board of Directors of Pandora Mandatum Life Insurance Company Limited. Media 2013–2017. Member of the Board of Member of the Board of Directors of Waypoint Directors of Brightcove, Inc. 2010–2014. Capital Group Holdings SA. Chairman of the Board of Directors of If P&C Insurance Holding Ltd 2002-2019. Member of the Board of Directors of Nordea Bank AB (publ) 2010–2018. Chair of the Board Risk Committee (BRIC) of Nordea Bank AB (publ) 2011–2018. Member of the Board of Directors of Niilo Helanderin Säätiö 2005–2018.

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Operations of the Board of Directors of the annual and consolidated financial Subject to the requirements of Finnish law, The Board represents and is accountable to statements. The Board’s responsibilities the independent directors of the Board the shareholders of Nokia. While its ultimate also include overseeing the structure and confirm the compensation and terms of statutory accountability is to the shareholders, composition of our top management employment of the President and CEO upon the Board also takes into account the interests and monitoring legal compliance and the recommendation of the Personnel of the Company’s other stakeholders. The the management of risks related to our Committee of the Board. The compensation Board’s responsibilities are active, not passive, operations. In doing so, the Board may set and employment conditions of the other and include the responsibility to evaluate the annual ranges and/or individual limits for members of the Group Leadership Team strategic direction of Nokia, its management capital expenditures, investments and are approved by the Personnel Committee policies and the effectiveness of the divestitures and financial and non-financial upon the recommendation of the President implementation of such by the management commitments that may not be exceeded and CEO. on a regular basis. It is the responsibility of the without a separate Board approval. members of the Board to act in good faith and Board evaluation In line with our Corporate Governance with due care, so as to exercise their business In risk management policies and processes, Guidelines, the Board conducts annual judgment on an informed basis, in a manner the Board’s role includes risk analysis and performance evaluation which also include which they reasonably and honestly believe assessment in connection with financial, evaluation of the Board committees’ work, to be in the best interests of Nokia and its strategy and business reviews, updates and the Board and Committee Chairs and shareholders. In discharging that obligation, decision-making proposals. Risk management individual Board members. In connection the members of the Board must inform policies and processes are integral parts of with the same, the Board conducts an themselves of all relevant information Board deliberations and risk-related updates evaluation of the President and CEO. In 2018, reasonably available to them. The Board are provided to the Board on a recurring basis. an independent external evaluator conducted and each Board committee also have the For a more detailed description of our risk the Board’s evaluation processes consisting of power to appoint independent legal, financial management policies and processes, refer Board self-evaluations, peer evaluations and or other advisers as they deem necessary. to “—Risk management, internal control and interviews as well as the evaluation of the The Company will provide sufficient funding to internal audit functions at Nokia—Main President and CEO. The evaluation process the Board and to each committee to exercise features of risk management systems” below. included both numeric assessments and the their functions and provide compensation The Board has the responsibility for possibility to provide more detailed written for the services of their advisers. appointing and discharging the President, the and verbal comments. Feedback was also The Board is ultimately responsible for Chief Executive Officer, Chief Financial Officer requested from selected members of monitoring and reviewing Nokia’s financial and Chief Legal Officer. Since May 2014, management as part of the Board evaluation reporting process, effectiveness of related Rajeev Suri has served as the President and process. Each year, the results of the control and audit functions and the CEO. His rights and responsibilities include evaluation are discussed and analyzed by independence of Nokia’s external auditor, those allotted to the President under the entire Board and improvement actions as well as for monitoring the statutory audit Finnish law and he also chairs the Group are agreed based on such discussion. Leadership Team.

Meetings of the Board of Directors The Board held 19 meetings excluding committee meetings during 2018, of which approximately 37% were regularly scheduled meetings held in person, occasionally complemented by access via video or conference calls. The other meetings were held in writing.

Number of Number of meetings meetings Attendance in in person in writing all meetings % Full Board 7 12 100 Audit Committee 8 – 98 Personnel Committee 6 5 100 Corporate Governance and Nomination Committee 5 – 100 Technology Committee(1) 2 – 100

(1) From May 30, 2018 when the Board’s Technology Committee was officially established.

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Directors’ attendance at Board and Committee meetings in 2018 is set forth in the table below:

Corporate Governance Audit and Nomination Personnel Technology Board Committee Committee Committee Committee meetings meetings meetings meetings meetings(1) % % % % % Risto Siilasmaa (Board Chair) 100 100 100 Olivier Piou (Board Vice Chair) 100 100(2) 100 Sari Baldauf (from May 30, 2018) 100 100 100 Bruce Brown 100 100 100 100 Jeanette Horan 100 88 100 Louis R. Hughes 100 100 100 Edward Kozel 100 100 100 Jean Monty (until May 30, 2018) 100 100 Elizabeth Nelson 100 100 100(3) Carla Smits-Nusteling 100 100 100(3) Kari Stadigh 100 100 100

(1) From May 30, 2018 when the Board’s Technology Committee was officially established. (2) Until May 30, 2018. (3) From May 30, 2018.

Additionally, many of the directors attended, Committees of the Board of Directors ■■ the external auditor’s qualifications and as non-voting observers, meetings of a The Board has four committees: the Audit independence; committee of which they were not a member. Committee, Corporate Governance and Nomination Committee, Personnel ■■ the performance of the external auditor Directors meet without management in Committee and Technology Committee. subject to the requirements of Finnish law; connection with each regularly scheduled These committees assist the Board in its ■■ the performance of the company’s internal meeting. According to Board practices, duties pursuant to their respective committee meetings without management present controls and risk management and charters. The Board may also establish ad hoc assurance function; would only be attended by non-executive committees for detailed reviews or directors and be chaired by the non-executive consideration of particular topics to be ■■ the performance of the internal audit Chair of the Board. If the non-executive proposed for the approval of the Board. Any function; and Chair of the Board is unable to chair these director who so wishes may attend, as a meetings, the non-executive Vice Chair of the ■■ the company’s compliance with legal and non-voting observer, meetings of committees regulatory requirements, including the Board chairs the meeting. Additionally, the of which they are not members. independent directors would meet separately performance of its ethics and at least once annually. In 2018 all members The Audit Committee compliance program. of the Board were non-executive and The Committee consists of a minimum of In discharging its oversight role, the Audit determined to be independent under the three members of the Board who meet all Committee has full access to all company Finnish corporate governance standards and applicable independence, financial literacy books, records, facilities and personnel. the rules of the NYSE. and other requirements as stipulated by Audit Committee also maintains procedures Finnish law and the rules of Nasdaq Helsinki All the directors, excluding Jean Monty, who for the receipt, retention and treatment and the NYSE. From May 30, 2018, the Audit of complaints received by the company served on the Board for the term until the Committee has consisted of the following five close of the Annual General Meeting in 2018 regarding accounting, internal controls, or members of the Board: Carla Smits-Nusteling auditing matters and for the confidential, attended Nokia’s Annual General Meeting held (Chair), Jeanette Horan, Louis R. Hughes, on May 30, 2018. anonymous submission by our employees of Edward Kozel and Elizabeth Nelson. concerns relating to accounting or auditing The Audit Committee is established by the matters. Nokia’s disclosure controls and Board primarily for the purpose of oversight procedures, which are reviewed by the Audit of the accounting and financial reporting Committee and approved by the President processes of Nokia and the audits of its and CEO and the Chief Financial Officer, as financial statements. The Committee is well as the internal controls over financial responsible for assisting the Board in the reporting, are designed to provide reasonable oversight of: assurance regarding the quality and integrity of the company’s financial statements and ■■ the quality and integrity of the company’s related disclosures. For further information on financial statements and related internal control over financial reporting, refer disclosures; to “–Risk management, internal control and internal audit functions at Nokia–Description ■■ the statutory audit of the company’s financial statements; of internal control procedures in relation to the financial reporting process” below.

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Under Finnish law, an external auditor is Audit Committee pre-approval policies The Corporate Governance and elected by a simple majority vote of the and procedures Nomination Committee shareholders at the Annual General Meeting The Audit Committee of the Board is The Committee consists of three to five for one year at a time. The Audit Committee responsible, among other matters, members of the Board who meet all applicable prepares the proposal to the shareholders, for oversight of the external auditor’s independence requirements as stipulated by upon its evaluation of the qualifications and independence, subject to the requirements Finnish law and the rules of Nasdaq Helsinki independence of the external auditor, of the of applicable legislation. The Audit Committee and the NYSE. From May 30, 2018 the nominee for election or re-election. Under has adopted a policy regarding an approval Corporate Governance and Nomination Finnish law, the fees of the external auditor procedure of audit services performed by Committee has consisted of the following are also approved by the shareholders by a the external auditors of Nokia Group and five members of the Board: Risto Siilasmaa simple majority vote at the Annual General permissible non-audit services performed by (Chair), Sari Baldauf, Bruce Brown, Meeting. The Committee prepares the the principal external auditor of the Nokia Carla Smits-Nusteling and Kari Stadigh. proposal to the shareholders in respect Group (the “Pre-approval Policy”). The Corporate Governance and Nomination of the fees of the external auditor, and Committee’s purpose is to prepare the approves the external auditor’s annual audit Under the Pre-approval Policy, proposed proposals for the general meetings in respect fees under the guidance given by the Annual services either: (i) may be pre-approved by of the composition of the Board and the General Meeting. For information about the Audit Committee in accordance with director remuneration to be approved by the fees paid to Nokia’s external auditor, certain service categories described in the the shareholders, and to monitor issues and PricewaterhouseCoopers Oy, during 2018, Pre-approval Policy (general pre-approval); practices related to corporate governance refer to “–Auditor fees and services” below. or (ii) require the specific pre-approval of the Audit Committee (specific pre-approval). and to propose necessary actions in The Board has determined that all members The Pre-approval Policy sets out the audit, respect thereof. of the Audit Committee, including its Chair, audit-related, tax and other services that The Committee fulfills its responsibilities by: Carla Smits-Nusteling, are “audit committee have received the general pre-approval financial experts” as defined in the of the Audit Committee. All other audit, ■■ actively identifying individuals qualified to requirements of Item 16A of the annual audit-related (including services related to be elected members of the Board as well as report on Form 20-F filed with the U.S. internal controls and significant mergers and considering and evaluating the appropriate Securities and Exchange Commission (SEC). acquisitions projects), tax and other services level and structure of director Ms. Smits-Nusteling and each of the other are subject to specific pre-approval by the remuneration; members of the Audit Committee are Audit Committee. All service requests “independent directors” as defined by Finnish concerning generally pre-approved services ■■ preparing proposal to the shareholders on law and Finnish Corporate Governance Code will be submitted to an appointed Audit the director nominees for election at the and in Section 303A.02 of the NYSE Listed Committee delegate within management, general meetings as well as director Company Manual. who will determine whether the services are remuneration; within the services generally pre-approved. The Audit Committee meets a minimum ■■ monitoring significant developments in the The Pre-approval Policy is subject to annual law and practice of corporate governance of four times a year based on a schedule review by the Audit Committee. established at the first meeting following and of the duties and responsibilities of the appointment of the Committee. The The Audit Committee establishes budgeted directors of public companies; Committee meets separately with the fee levels annually for each of the categories ■■ assisting the Board and each Committee representatives of Nokia’s management, of audit and non-audit services that are of the Board in its annual performance heads of the internal audit, and ethics and pre-approved under the Pre-approval Policy, evaluations, including establishing compliance functions, and the external namely, audit, audit-related, tax and other criteria to be applied in connection with auditor in connection with each regularly services. At each regular meeting of the Audit such evaluations; scheduled meeting. The head of the internal Committee, the auditor provides a report in audit function has, at all times, direct access order for the Audit Committee to review the ■■ developing and recommending to the to the Audit Committee, without the services that the auditor is providing, as well Board and administering Nokia’s Corporate involvement of management. Additionally, as the cost of those services. Governance Guidelines; and any director who so wishes may attend ■ reviewing Nokia’s disclosure in the meetings of the Audit Committee as a ■ corporate governance statement. non-voting observer. The Committee has the power and practice to appoint a recruitment firm to identify appropriate new director candidates.

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The Personnel Committee In its dialogue with and provision of opinions During 2018, the following members of The Committee consists of a minimum of and advice to the management, the the Group Leadership Team resigned: three members of the Board who meet all Committee will periodically review: ■ Igor Leprince, President of Global Services, applicable independence requirements as ■ stepped down from the Group Leadership stipulated by Finnish law and the rules of ■■ the Company’s approach to major Team as of March 31, 2018; Nasdaq Helsinki and the NYSE. From May 30, technological innovations; 2018 the Personnel Committee has consisted ■■ key technology trends that may result ■■ Gregory Lee, President of Nokia of the following five members of the Board: in disruptive threats or opportunities; Technologies, stepped down from the Bruce Brown (Chair), Sari Baldauf, Elizabeth Group Leadership Team as of May 31, 2018; Nelson, Olivier Piou and Kari Stadigh. ■■ high-level risks and opportunities associated with the Company’s Research ■■ Marc Rouanne, President of Mobile Networks, The primary purpose of the Personnel and Development Programs; and stepped down from the Group Leadership Committee is to oversee the personnel-related Team as of November 22, 2018; and policies and practices at Nokia, as described ■■ the Company’s technologic in the Committee charter. It assists the competitiveness and new strategic ■■ Ashish Chowdhary, Chief Customer Board in discharging its responsibilities technology initiatives. Operations Officer, stepped down from the in relation to all compensation, including Group Leadership Team as of December Group Leadership Team and the equity compensation, of the company’s 31, 2018. President and CEO executives and their terms of employment. We have a Group Leadership Team that is Furthermore, during 2018 and thereafter, The Committee has overall responsibility responsible for the operative management of the following changes took place within the for evaluating, resolving and making Nokia. The Group Leadership Team is chaired Group Leadership Team: recommendations to the Board regarding: by the President and CEO. The President and ■■ Maria Varsellona, Chief Legal Officer and ■■ compensation of the company’s top CEO’s rights and responsibilities include those allotted to the President under Finnish law. member of the Group Leadership Team was executives and their terms of employment; in addition to her role as Chief Legal Officer ■■ all equity-based plans; Members of the Nokia Group appointed President of Nokia Technologies Leadership Team as of May 31, 2018; ■■ incentive compensation plans, policies and Set forth below are the current members programs of the company affecting of the Group Leadership Team and their ■■ Kathrin Buvac, Chief Strategy Officer and executives; and biographical details. member of the Group Leadership Team was in addition to her role as Chief Strategy ■■ other significant incentive plans. During 2018 and thereafter, the following Officer appointed President of Nokia Enterprise as of January 1, 2019; and The Committee is responsible for overseeing new appointments were made to the Group Leadership Team: compensation philosophy and principles and ■■ Federico Guillén, President of Fixed ensuring the above compensation programs ■■ Sanjay Goel was appointed President of Networks and member of the Group are performance-based, and designed to Global Services and member of the Group Leadership Team was appointed President contribute to long-term shareholder value Leadership Team as of April 1, 2018; of Customer Operations, EMEA & APAC creation and alignment to shareholders’ as of January 1, 2019. interests, properly motivate management, ■■ Sri Reddy was appointed Co-president of and support overall corporate strategies. IP/Optical Networks and member of the Group Leadership Team as of May 15, 2018; The Technology Committee The Committee was established as of May 30, ■■ Ricky Corker was appointed President 2018 and consists of a minimum of three of Customer Operations, Americas and members of the Board who meet applicable member of the Group Leadership Team independence requirements as stipulated by as of January 1, 2019; Finnish law and the rules of Nasdaq Helsinki ■■ Tommi Uitto was appointed President of and the NYSE and have such skills in Mobile Networks on November 22, 2018 innovation, technology and science matters and joined Group Leadership Team as of as the Board determines adequate from time January 31, 2019; and to time. From May 30, 2018 the Technology Committee has consisted of the following six ■■ Sandra Motley was appointed President members of the Board: Edward Kozel (Chair), of Fixed Networks on January 1, 2019 Bruce Brown, Jeanette Horan, Louis R. Hughes, and joined Group Leadership Team as Olivier Piou and Risto Siilasmaa. of January 31, 2019. The primary purpose of the Technology Committee is to engage in a dialogue with and provide opinions and advice to management with respect to significant innovation and technology strategies of the Company which are formulated and executed by the management of the Company, as described in the Committee charter.

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Rajeev Suri Basil Alwan Kathrin Buvac Rajeev Suri b. 1967 b. 1962 b. 1980 President and Chief Executive Co-president of IP/Optical President of Nokia Enterprise Officer of Nokia Corporation. Networks. Group Leadership and Chief Strategy Officer. Group Chair of the Group Leadership Team member since 2016. Joined Leadership Team member since Team since 2014. Joined Nokia Nokia in 2016. 2016. Joined Nokia Siemens in 1995. Networks in 2007. Bachelor in Computer Bachelor of Engineering Engineering, University of Illinois Degree in Business Information (Electronics and Communications), at Urbana-Champaign, the United Systems from University of Manipal Institute of Technology, States. Cooperative Education, Germany. Karnataka, India. Bachelor Degree in Business Previously President of IP Routing Administration from Open CEO, Nokia Solutions and and Transport, Alcatel Lucent University, London, the United Basil Alwan Networks 2009–2014. Head of 2012–2016. President of IP Kingdom. Services, Nokia Siemens Networks Division, Alcatel Lucent 2007–2009. Head of Asia Pacific, 2003–2012. Founder, President Vice President, Corporate Nokia Siemens Networks April and CEO, TiMetra Networks Strategy, Nokia Networks 2007. Senior Vice President, 2000–2003. Vice President and 2014–2016. Chief of staff to the Nokia Networks Asia Pacific General Manager, Bay Networks CEO, Nokia Solutions and 2005–2007. Vice President, (acquired by Nortel) Enterprise Networks 2011–2013. Head of Hutchison Customer Business Products Division (EPD) Strategic Projects, Business Team, Nokia Networks 1997–2000. Vice President of Solutions, Nokia Siemens 2004–2005. General Manager, Product Management and Networks 2009–2011. General Business Development, Nokia Marketing, Rapid City Manager, Integration Programme, Networks Asia Pacific 2003. Sales Communications 1996–1997. Nokia Siemens Networks Director–BT, O2 and Hutchison 2007–2009. General Manager, Global Customers, Nokia Corporate Audit, Siemens Holding Hans-Jürgen Bill Networks 2002. Director, Hans-Jürgen Bill S.p.A. 2006–2007. Head of Technology and Applications, BT b. 1960 Controlling International Global Customer, Nokia Networks Chief Human Resources Officer. Businesses, Siemens 2000–2001. Head of Global Group Leadership Team member Communications 2003–2006. Competitive Intelligence, Nokia since 2016. Joined Nokia Siemens Head of Performance Controlling Networks 1999–2000. Head of Networks in 2007. USA, Siemens Communications Product Competence Center, Diploma in Telecommunications 2002–2003. Business Process Nokia Networks South Asia from the University of Deutsche Manager Global IT Strategy, 1997–1999. System Marketing Bundespost, Dieburg/Darmstadt, Siemens Communications Manager, Cellular Transmission, Germany. Diploma in Economics 2001–2002. Business Analyst, Nokia Networks India 1995–1997. from the University of Applied EADS Aerospace and Defence Head of Group Procurement, Sciences, Pforzheim, Germany. 1999–2000. imports and special projects, Kathrin Buvac Churchgate Group, Nigeria Executive Vice President, Human 1993–1995. National Account Resources, Nokia 2014–2016. Manager–Transmission/Manager– Head of Human Resources, NSN Strategic Planning, ICL India (ICIM) 2009–2014. Head of West South 1990–1993. Production Engineer, Europe region, NSN 2007–2009. Calcom Electronics 1989. Head of Asia Pacific for Mobile Networks, Siemens 2003–2007. Member of the Board of Directors Head of Operations for Mobile of Stryker Corporation. Networks, Siemens 2001–2003. Head of Region Central-East and North Europe for Mobile Networks, Siemens 1998–2001. Head of Mobile Networks in Indonesia, Siemens 1994–1998. Various management positions, Siemens 1983–1994.

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Ricky Corker Joerg Erlemeier Sanjay Goel Ricky Corker b. 1967 b. 1965 b. 1967 President of Customer Chief Operating Officer. Group President of Global Services. Operations, Americas. Group Leadership Team member since Group Leadership Team member Leadership Team member since 2017. Joined Nokia in 1994. since 2018. Joined Nokia 2019. Joined Nokia in 1993. Networks in 2001. Bachelor of Engineering Bachelor in Communications and (Electronics and Bachelor’s Degree in Engineering Electronic Engineering from the Telecommunications), in Electronics and Communications Royal Melbourne Institute of Fachhochschule, Aachen, from Manipal Institute of Technology, Australia. Germany. Technology, Karnataka, India. Executive Vice President and Senior Vice President, Integration, Senior Vice President, Global President of North America, Nokia Nokia, 2015. Vice President, Services Sales, Global Services 2011–2018. Head of APAC, Nokia Global Services, Europe, Nokia, 2015–2018. Senior Vice Joerg Erlemeier Siemens Networks 2009–2011. 2015. Head of Delivery, President, Services Portfolio Head of Sales, APAC, Nokia North America market, Nokia, Sales, Global Services, Nokia since Siemens Networks 2009. Head of 2013–2014. Head of Program 2015. Vice President, Services, Asia North Region, Nokia Siemens Management Office, Nokia Customer Operations, Asia, Networks 2008–2009. Head of Siemens Networks, 2012. Head Middle East & Africa, Nokia Hutchison Global Customer of Middle East & Africa, Nokia Networks 2012–2015. Head of Business Team, Nokia Siemens Siemens Networks, 2009–2011. Global Services, Asia Pacific & Networks 2007–2008. Vice Held several executive level Japan, Nokia Siemens Networks President APAC, Nokia Networks positions in Nokia/Nokia Siemens 2009–2012. Head of Managed 2005–2007. Lead Sales Director Networks, 1994–2009. Services, Asia Pacific (including APAC, Nokia Networks India & Japan), Nokia Siemens 2004–2005. Account Director Networks 2007–2009. Several Telstra, Nokia Networks Barry French director and manager level Barry French 2002–2003. Account Director b. 1963 positions in Nokia Networks Vodafone Australia and New Chief Marketing Officer. Group 2001–2007. Manager in IBM India Zealand, Sales Director Vodafone Leadership Team member since 1996–2001. Several engineer APAC Customer Business Team, 2016. Joined Nokia in 2006. positions in Asea Brown Boveri Nokia Networks 2001–2002. Master’s Degree in International Ltd 1990-1996. Commercial Director Global Affairs from Columbia University’s Accounts British Telecom, Nokia School of International and Public Networks 2001. Held senior sales Affairs, New York, the United and marketing positions at Nokia States. Bachelor of Arts degree in 1993–2001. Political Science, Bates Colleges, Lewiston, Maine, the United States.

Chief Marketing Officer and Sanjay Goel Executive Vice President, Marketing and Corporate Affairs, Nokia 2014–2016. Head of Marketing and Corporate Affairs, Nokia Siemens Networks 2010–2014. Head of Communications, Nokia Siemens Networks 2006–2010. Vice President, Corporate Communications, United Airlines 2004–2006. Director, Corporate Communications, Dell 2000–2004. Additional roles included communications, government relations and management positions, Engineering Animation, Raytheon, KRC Research and the Sawyer/ Miller Group.

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Bhaskar Gorti Bhaskar Gorti Sandra Motley Kristian Pullola b. 1966 b. 1959 b. 1973 President of Nokia Software. President of Fixed Networks. Chief Financial Officer. Group Group Leadership Team member Group Leadership Team member Leadership Team member since since 2016. Joined Nokia in 2016. since 2019. Joined Nokia in 2016. 2017. Joined Nokia in 1999. Master’s degree in Electrical Master of Business Administration Master of Science (Economics), Engineering from Virginia (Finance), Farleigh Dickinson the Hanken School of Economics, Polytechnic Institute and State University, New Jersey, the United Helsinki, Finland. Finance diploma, University, Blacksburg, the United States. Executive Business the Stockholm School of States. Bachelor’s degree in Program graduate, Smith College, Economics, Stockholm, Sweden. Technology and Electrical Massachusetts, the United States. Engineering from National Post-Masters Mechanical Senior Vice President, Corporate Institute of Technology, Engineering studies at Columbia Controller, Nokia 2011–2016. Vice Federico Guillén Warangal, India. University, New York. Degree in President, Treasury & Investor Mechanical Engineering from Relations, Nokia 2009–2011. Vice Previously President of IP State University of New York President, Corporate Treasurer, Platforms, Alcatel Lucent at Buffalo. Nokia 2006–2008. Director, 2015–2016. Senior Vice President Treasury Finance & Control, Nokia and General Manager, Chief Operating Officer, Fixed 2003–2006. Various roles in Nokia Communications Global Business Networks, Nokia 2017–2018. Treasury 1999–2003. Associate, Unit, Oracle 2006–2015. Senior Chief Operating Officer, Wireless Citibank International Vice President, Portal Software Business, Alcatel-Lucent 1998–1999. 2002–2006. 2011–2013. Vice President Sales, U.S. Wireless Accounts, Member of the Board of Directors Alcatel-Lucent 2009–2011. Vice of Ilmarinen Mutual Pension Federico Guillén President and General Manager Insurance Company. Sandra Motley b. 1963 of the CDMA Product Unit, President of Customer Alcatel-Lucent 2007–2009. Operations, EMEA & APAC. Group Various roles in North America & Leadership Team member since CALA in pre- and post-sales 2016. Joined Nokia in 2016. and business operations for Degree in Telecommunications Alcatel-Lucent’s Wireless business. Engineering, ETSIT at Universidad Member of the Board of Advisors Politécnica de Madrid, Spain. for Light Reading’s Women in Master’s degree in Switching & Communications. Communication Architectures, ETSIT at Universidad Politécnica de Madrid, Spain. Master’s Degree in International Management, Kristian Pullola ESC Lyon and Alcatel, France. President of Fixed Networks, Nokia, 2016–2018. President of Fixed Networks, Alcatel Lucent 2013–2016. President and CEO of Alcatel Lucent Spain & Global Account Manager Telefonica, Alcatel Lucent 2009–2013. Vice President Sales of Vertical Market Sales in Western Europe, Alcatel Lucent 2009. Head of Regional Support Centre within Alcatel Lucent’s Fixed Access Division for South Europe, MEA, India and CALA 2007–2009. CEO, Alcatel Mexico & Global Account Manager, Telmex 2003–2007. Various R&D, Portfolio and Sales Management Positions, Telettra and then Alcatel in Spain, Belgium and the United States. 1989–2003.

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Sri Reddy Tommi Uitto Maria Varsellona Sri Reddy b. 1964 b. 1969 b. 1970 Co-president of IP/Optical President of Mobile Networks. President of Nokia Technologies Networks. Group Leadership Group Leadership Team member and Chief Legal Officer. Group Team member since 2018. since 2019. Joined Nokia in 1996. Leadership Team member since Joined Nokia in 2016. 2016. Joined Nokia Siemens Master’s degree in industrial Networks in 2013. Bachelor of Electrical Engineering, management, Helsinki University Jawaharlal Nehru Technological of Technology, Finland. Law Degree from University of University, India. Masters of Master’s degree in operations Palermo (Juris Doctor), Italy. Electrical Engineering and management, Michigan Computer Science, Oregon State Technological University, Executive Vice President and University, the United States. the United States. Chief Legal Officer, Nokia Master of Business Administration 2014–2016. General Counsel, Tommi Uitto from Santa Clara University, Senior Vice President, Global NSN 2013–2014. Tetra Pak Group the United States. Product Sales, Mobile Networks, General Counsel, Tetra Laval Nokia 2016 – 2018. Senior Vice Group 2011–2013. Sidel Group Senior Vice President and General President, Global MBB Sales, General Counsel, Tetra Laval Manager, IP Routing and Packet Customer Operations, Nokia Group 2009–2011. Senior Core Business Unit, Nokia, Networks, 2015 – 2016. Senior Counsel Commercial Operations 2016–2018. Vice President, Vice President, West Europe, and Global Services, GE Oil & Gas Engineering, IP Routing, Customer Operations, Nokia 2006–2009. Senior Counsel Alcatel-Lucent, 2003–2016. Vice Networks, 2013–2015. Head Europe, Hertz Europe President, Engineering, Timetra, of Radio Cluster (SVP), Mobile 2005–2006. Senior Counsel 2000–2003. Vice President, Broadband, Nokia Siemens Global Services, GE Oil & Gas Engineering, Bay Networks, Networks, 2012 – 2013. Head of 2001–2005. Lawyer, Pini 1991–1999. Global LTE Radio Access Business Birmingham & Partners Line (VP), Mobile Broadband, 1998–2001. Lawyer, Maria Varsellona Nokia Siemens Networks, Greco Law Firm 1994–1998. 2011–2012. Head of Quality, Mobile Broadband, 2012. Head of Member of the Board of Directors Product Management, Network of Nordea Bank AB (publ). Systems, Nokia Siemens Networks, 2010. Head of Product Marcus Weldon Management, Radio Access, b. 1968 Nokia Siemens Networks, 2009. Corporate Chief Technology Head of WCDMA/HSPA and Radio Officer and President of Nokia Bell Platforms Product Management, Labs. Group Leadership Team Nokia Siemens Networks, 2008. member since 2017. Joined Nokia Head of WCDMA/HSPA Product in 2016. Line Management, Nokia Siemens Marcus Weldon Networks, 2007. General Ph.D (Physical Chemistry) degree, Manager, Radio Controller Harvard University, Cambridge, Product Management, Nokia Massachusetts, United States. Networks 2005–2007. Director, Bachelor of Science (Computer Sales & Marketing (Lead Sales Science and Chemistry) joint Director), France Telecom/ degree, King’s College, London, Orangse Nokia Networks, United Kingdom. 2002–2005. Operations Director, Corporate Chief Technology Northeast Europe, Central & Officer and President of Bell Labs, Eastern Europe and Middle East, Alcatel Lucent (then Nokia) Nokia Networks, 1999 – 2002. 2013–2016. Corporate Chief Technology Officer, Alcatel Lucent 2009–2013. Chief Technology Officer, Broadband Networks & Solutions, Alcatel Lucent 2006–2009. Member of Technical Staff, Bell Labs, Lucent Technologies 1997–2006. Network Partner to Keen Venture Partners. Advisor to Mundi Ventures.

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Risk management, internal control As part of its assessment the management has documented: and internal audit functions at Nokia ■■ the corporate-level controls, which create the “tone from the top” containing the Nokia values and Code of Conduct and which provide Main features of risk management systems We have a systematic and structured approach to risk management. discipline and structure to decision-making processes and ways of Key risks and opportunities are primarily identified against business working. Selected items from our operational mode and governance targets either in business operations or as an integral part of strategy principles are separately documented as corporate-level controls; and financial planning. Risk management covers strategic, operational, ■■ the significant processes, structured under so-called financial financial and hazard risks. Key risks and opportunities are analyzed, cycles. Financial cycles have been designed to: (i) give a complete managed and monitored as part of business performance management end-to-end view of all financial processes; (ii) identify key control with the support of risk management personnel and the centralized points; (iii) identify involved organizations; (iv) ensure coverage Enterprise Risk Management function. for important accounts and financial statement assertions; The principles documented in the Nokia Enterprise Risk Management and (v) enable internal control management within Nokia; Policy, which is approved by the Audit Committee of the Board, require ■■ the control activities, which consist of policies and procedures to risk management and its elements to be integrated into key processes. ensure the management’s directives are carried out and the related One of the core principles is that the business or function head is also documentation is stored according to our document retention the risk owner, although all employees are responsible for identifying, practices and local statutory requirements; and analyzing and managing risks, as appropriate, given their roles and duties. Our overall risk management concept is based on managing ■■ the information systems’ general controls to ensure that sufficient the key risks that would prevent us from meeting our objectives, rather IT general controls, including change management, system than solely focusing on eliminating risks. In addition to the principles development and computer operations, as well as access and defined in the Nokia Enterprise Risk Management Policy, other key authorizations, are in place. policies reflect implementation of specific aspects of risk management. Further, the management has also: Key risks and opportunities are reviewed by the Group Leadership ■■ assessed the design of the controls in place aimed at mitigating Team and the Board in order to create visibility on business risks the financial reporting risks; as well as to enable prioritization of risk management activities. Overseeing risk is an integral part of the Board’s deliberations. ■■ tested operating effectiveness of all key controls; and The Board’s Audit Committee is responsible for, among other matters, risk management relating to the financial reporting process and ■■ evaluated all noted deficiencies in internal controls over financial assisting the Board’s oversight of the risk management function. reporting in the interim and as of year-end. The Board’s role in overseeing risk includes risk analysis and In 2018, Nokia has followed the procedures as described above and assessment in connection with financial, strategy and business has reported on the progress and assessments to the management reviews, updates and decision-making proposals. and to the Audit Committee of the Board on a quarterly basis. Description of internal control procedures in relation to the Description of the organization of the internal audit function financial reporting process We also have an internal audit function that acts as an independent The management is responsible for establishing and maintaining appraisal function by examining and evaluating the adequacy and adequate internal control over financial reporting for Nokia. Our effectiveness of our system of internal control. Internal audit reports internal control over financial reporting is designed to provide to the Audit Committee of the Board. The head of the internal audit reasonable assurance to the management and the Board regarding function has direct access to the Audit Committee, without the reliability of financial reporting and the preparation and fair involvement of the management. The internal audit staffing levels and presentation of published financial statements. annual budget are approved by the Audit Committee. All authority The management conducts a yearly assessment of Nokia’s internal of the internal audit function is derived from the Board. The internal controls over financial reporting in accordance with the Committee of audit aligns to the business regionally and by business and function. Sponsoring Organizations framework (the “COSO framework”, 2013) Annually, an internal audit plan is developed with input from the and the Control Objectives for Information and related technology of management, including key business risks and external factors. internal controls. The assessment is performed based on a top-down This plan is approved by the Audit Committee. Audits are completed risk assessment of our financial statements covering significant across the business focused on country level, customer level, accounts, processes and locations, corporate-level controls and IT system implementation, IT security, operations activities or at a information systems’ general controls. Group function level. The results of each audit are reported to the 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. The internal audit also works closely with our Ethics and Compliance office to review any financial concerns brought to light from various channels and, where relevant, works with Enterprise Risk Management to ensure priority risk areas are reviewed through audits. In 2018, the internal audit plan was completed and all results of these reviews were reported to the management and to the Audit Committee.

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Main procedures relating to insider administration Supervision Our insider administration’s responsibilities include internal Our insider administration is organized according to the applicable communications related to insider matters and trading restrictions, European Union and Finnish laws and regulations. In addition, the setting up and maintaining our insider registers, arranging related Board of Directors has approved Nokia Insider Policy which sets out trainings as well as organizing and overseeing compliance with the Nokia-wide rules and practices to ensure full compliance with insider rules. applicable rules and the inside information is recognized and treated in an appropriate manner and with the highest integrity. The policy Violations of the Nokia Insider Policy must be reported to the Vice is applicable to all Nokia employees. President, Corporate Legal. Nokia employees may also use channels stated in the Nokia Code of Conduct for reporting incidents involving Persons discharging managerial responsibilities alleged violations of the Nokia Insider Policy. 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 Share ownership of the Board of Directors and notify Nokia and the Finnish Financial Supervisory Authority of their the Nokia Group Leadership Team transactions with Nokia’s financial instruments. Nokia publishes the The following table sets forth the number of shares and ADSs held transaction notifications. by the members of the Board at December 31, 2018 when they held In addition, under the Nokia Insider Policy, persons discharging a total of 2 384 135 shares and ADSs in Nokia, which represented managerial responsibilities are obligated to clear with the Vice approximately 0.04% of our outstanding shares and total voting rights President, Corporate Legal, a planned transaction in Nokia’s financial excluding shares held by Nokia Group. instruments in advance. It is also recommended that trading and other transactions in Nokia’s financial instruments are carried out Name Shares(1) ADSs(1) in times when the information available to the market is as complete Risto Siilasmaa 1 347 954 as possible. Olivier Piou 280 193 Closed Window Sari Baldauf 98 436 Persons discharging managerial responsibilities are subject to a closed Bruce Brown 128 135 window period of 30 calendar days preceding the disclosure of Nokia’s Jeanette Horan 25 949 quarterly or annual result announcements, as well as the day of the Louis R. Hughes 67 776 disclosure. During the closed window period, persons discharging Edward Kozel 27 529 20 525 managerial responsibilities are prohibited from dealing in Nokia’s Elizabeth Nelson 72 857 financial instruments. Carla Smits-Nusteling 41 055 Nokia has imposed this closed window period also on separately Kari Stadigh 273 726 designated financial reporting persons who are recurrently involved with the preparation of Nokia’s quarterly and annual results (1) 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 announcements. These persons are separately notified of their that are deemed as being beneficially owned under the applicable SEC rules are not included. status as designated financial reporting persons. For the number of shares or ADSs received as director compensation, refer to section “—Compensation” and Note 35, Related party transactions, of our consolidated financial Insider Registers statements included in this annual report. 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.

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The following table sets forth the number of shares and ADSs held by the President and CEO and the other members of the Group Leadership Team in office at December 31, 2018 when they held a total of 4 838 873 shares and ADSs in Nokia, which represented approximately 0.09% of our outstanding shares and total voting rights excluding shares held by Nokia Group.

Beneficially owned shares Name Position in 2018 Shares(1) ADSs(1) Rajeev Suri President and CEO 2 473 450 Basil Alwan Co-president of IP/Optical Networks 193 355 81 000 Hans-Jürgen Bill Chief Human Resources Officer 216 869 Kathrin Buvac Chief Strategy Officer 125 502 Ashish Chowdhary Chief Customer Operations Officer 46 469 Joerg Erlemeier Chief Operating Officer 119 604 Barry French Chief Marketing Officer 254 889 Sanjay Goel President of Global Services 159 512 Bhaskar Gorti President of Nokia Software 171 493 Federico Guillén President of Fixed Networks 132 817 Kristian Pullola Chief Financial Officer 333 598 Sri Reddy Co-president of IP/Optical Networks 100 000 Maria Varsellona President of Nokia Technologies and Chief Legal Officer 364 179 Marcus Weldon Chief Technology Officer and President of Bell Labs 66 136

(1) The number of shares or ADSs includes shares received as executive 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. For further information on compensation refer to section “ –Compensation”. Auditor fees and services PricewaterhouseCoopers Oy has served as our auditor for each of the fiscal years in the three-year period ended December 31, 2018. The auditor is elected annually by our shareholders at the Annual General Meeting for the fiscal year in question. The Audit Committee of the Board prepares the proposal to the shareholders in respect of the appointment of the auditor based upon its evaluation of the qualifications and independence of the auditor to be proposed for election or re-election on an annual basis. The following table presents fees by type paid to PricewaterhouseCoopers’ network of firms for the years ended December 31:

EURm 2018 2017 Audit fees(1) 24.9 25.3 Audit-related fees(2) 2.1 1.8 Tax fees(3) 1.8 1.2 All other fees(4) 0.2 0.1 Total 29.0 28.4

(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 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) service related to tax audits; (iii) services related to individual compliance (preparation of individual tax returns and registrations for employees (non-executives), assistance with applying visa, 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.

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