Corporate governance statement

This corporate governance Regulatory framework stock option plans require shareholder approval at the time of their launch. All other statement is prepared in Our corporate governance practices comply plans that include the delivery of company with Finnish laws and regulations as well as stock in the form of newly issued shares or accordance with Chapter 7, with our Articles of Association. We also comply Section 7 of the Finnish Securities treasury shares require shareholder approval with the Finnish Corporate Governance Code, at the time of the delivery of the shares, Markets Act (2012/746, as available at www.cgfinland.fi, with the unless shareholder approval has been granted following exception: amended) and the Finnish through an authorization to the Board, a In 2017, we complied with the Finnish maximum of five years earlier. The NYSE Corporate Governance Code Corporate Governance Code, with the corporate governance standards require that 2015 (the “Finnish Corporate exception that we were not in full compliance the equity compensation plans be approved Governance Code”). with recommendation 24, because our by a company’s shareholders. aims to restricted share plans did not include minimize the necessity for, or consequences performance criteria but were time-based of, conflicts between the laws of only. The restricted shares vest in three and applicable non-domestic corporate equal tranches on the first, second and third governance standards. anniversary of the award subject to continued The Board has also adopted corporate employment with Nokia. Restricted Shares governance guidelines (“Corporate were to be granted on a limited basis for Governance Guidelines”) to reflect our exceptional purposes related to retention and commitment to good corporate governance. recruitment, primarily in the United States, to Our Corporate Governance Guidelines are ensure Nokia is able to retain and recruit vital available on our website at http://www.nokia. talent for the future success of the company. com/en_int/investors/corporate-governance. The restricted share plan for 2018 is designed in a similar manner. The Board approves, upon recommendation from the Board’s Personnel Main corporate governance Committee, any long-term incentive bodies of Nokia compensation and all equity plans, programs Pursuant to the provisions of the Finnish or similar arrangements of significance that Limited Liability Companies Act (2006/624, the company establishes for its employees. as amended) (the “Finnish Companies Act”) We comply with the corporate governance and Nokia’s Articles of Association, the control standards of Nasdaq Helsinki, which are and management of Nokia are divided among applicable due to the listing of our shares on the shareholders at a general meeting, the the exchange. Furthermore, as a result of the Board, the President and CEO and the Group listing of our American Depositary Shares on Leadership Team, chaired by the President the New York Stock Exchange (the “NYSE”) and CEO. and our registration under the U.S. Securities General meeting of shareholders Exchange Act of 1934, we must comply The shareholders may exercise their with the U.S. federal securities laws and decision-making power and their right to regulations, including the Sarbanes-Oxley speak and ask questions at the general Act of 2002 as well as the rules of the NYSE, meeting of shareholders. Each Nokia share in particular the corporate governance entitles a shareholder to one vote at standards under Section 303A of the NYSE general meetings of Nokia. Pursuant to the Listed Company Manual, which is available Finnish Companies Act, an Annual General at http://nysemanual.nyse.com/lcm/. Meeting must convene annually by June 30. We comply with these standards to the The Annual General Meeting decides, extent such provisions are applicable among other things, on the election and to foreign private issuers. remuneration of the Board, the adoption of To the extent any non-domestic rules would the annual accounts, the distribution of profit require a violation of the laws of Finland, shown on the balance sheet, and discharging we are obliged to comply with Finnish law. the members of the Board and the President There are no significant differences in the and CEO from liability, as well as on the corporate governance practices applied by election and fees of the external auditor. Nokia compared to those applied by United In addition to the Annual General Meeting, States companies under the NYSE corporate an Extraordinary General Meeting shall be governance standards, with the exception convened when the Board considers such that Nokia complies with Finnish law meeting to be necessary, or when the with respect to the approval of equity provisions of the Finnish Companies Act compensation plans. Under Finnish law, mandate that such a meeting must be held.

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Corporate governance framework The Board has adopted principles concerning Board diversity describing (a) our commitment General Meeting of Shareholders to promoting diverse Board composition, and (b) how diversity is embedded into our processes and practices when identifying and proposing new Board candidates as well as re-election of current Board members. At Nokia, Board diversity consists of a number of individual elements, including gender, Board of Directors age, nationality, cultural and educational Audit Committee backgrounds, skills and experience. At Nokia External Personnel Committee Internal diversity is not a static concept, but rather Audit Corporate Governance and Audit a relevant mix of required elements for the Nomination Committee Board as a whole that evolves with time based on, among other things, the relevant business objectives and future needs of Nokia. Board diversity is treated as a means of improvement and development rather than an end in itself. Nokia acknowledges and supports the resolution adopted by the Finnish Nokia Group Leadership Team Government on February 17, 2015 on President and CEO gender equality on the boards of directors of Finnish large and mid-cap listed companies. Accordingly, we aim to have representation of Board of Directors Our Board’s leadership structure consists of 40% of both genders in our Board by January The operations of Nokia are managed a Chair and Vice Chair elected annually by the 1, 2020 by proposing a corresponding Board under the direction of the Board, within the Board, and confirmed by the independent composition for shareholder approval in the framework set by the Finnish Companies Act directors of the Board, from among the Board Annual General Meeting of 2019, at the latest. and Nokia’s Articles of Association as well as members upon the recommendation of the At the Annual General Meeting on May 23, any complementary rules of procedure as Corporate Governance and Nomination 2017, Jeanette Horan was elected to the defined by the Board, such as the Corporate Committee. On May 23, 2017, the Board Board after which the gender balance of the Governance Guidelines and the charters of elected Risto Siilasmaa to continue to serve as Board was 70% male and 30% female. We the Board’s committees. the Chair and Olivier Piou as the Vice Chair of report annually our objectives relating to both the Board. The Chair of the Board has certain genders being represented on our Board, the Election and composition of the Board specific duties as stipulated by Finnish law and means to achieve them, and the progress we of Directors our Corporate Governance Guidelines. The have made in achieving them. Pursuant to the Articles of Association of Vice Chair of the Board assumes the duties of Nokia Corporation, we have a Board that is the Chair of the Board in the event he or she is composed of a minimum of seven and a prevented from performing his or her duties. maximum of 12 members. The Board is elected at least annually at each Annual We do not have a policy concerning the General Meeting with a simple majority of the combination or separation of the roles of the shareholders’ votes cast at the meeting. The Chair of the Board and the President and CEO, term of a Board member shall begin at the but the leadership structure is dependent closing of the general meeting at which he or on our needs, shareholder value and other she was elected, or later as resolved by the relevant factors applicable from time to time, general meeting, and expire at the closing while respecting the highest corporate of the following Annual General Meeting. governance standards. In 2017, The Annual General Meeting convenes by served as the President and CEO, while Risto June 30 annually. Siilasmaa served as the Chair of the Board. The Annual General Meeting held on May 23, The current members of the Board are all 2017 elected the following ten members to non-executive. For the term of the Board that the Board for a term ending at the close of the began at the Annual General Meeting on May Annual General Meeting in 2018: Bruce Brown, 23, 2017, all Board member candidates were Jeanette Horan, Louis R. Hughes, Edward determined to be independent under the Kozel, Jean C. Monty, Elizabeth Nelson, Olivier Finnish corporate governance standards Piou, Risto Siilasmaa, Carla Smits-Nusteling and the rules of the NYSE. and Kari Stadigh.

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Members of the Vice Chair Olivier Piou Jeanette Horan Edward Kozel Board of Directors b. 1958 b. 1955 b. 1955 Vice Chair of the Nokia Board. Nokia Board member since 2017. Nokia Board member since 2017. Set forth below are Board member and Vice Chair Member of the Audit Committee. Member of the Audit Committee. the current members since 2016. Member of the Personnel Committee and the MBA, Business Administration and Degree in Electrical Engineering of the Board and Corporate Governance and Management, Boston University, and Computer Science, University Nomination Committee. the United States. BSc, of California, the United States. their biographical Mathematics, University of details. Information Engineer, École Centrale de Lyon, London, United Kingdom. President and CEO of Range France. Networks 2013–2014, Owner of about the share Various executive and managerial Open Range 2000–2013, Chief ownership of the Board Chief Executive Officer of positions in IBM 1998–2015. Vice Technology and Innovation Gemalto N.V. 2006–2016. Chief President of Digital Equipment Officer and member of the Board members is disclosed Executive Officer of Axalto N.V. Corporation 1994–1998. Vice of Management of Deutsche in the Remuneration 2004–2006. With Schlumberger President, Development, of Open Telecom 2010–2012, CEO of Statement, refer to Ltd 1981–2004, including Software Foundation 1989–1994. Skyrider 2006–2008, Managing numerous management positions Director of Integrated Finance “— Compensation” below. in the areas of technology, Member of the Supervisory Board 2005–2006, Senior Vice marketing and operations, in at Wolters Kluwer, and the Chair President, Business development of the Remuneration Committee. Chair Risto Siilasmaa France and the United States. and Chief Technology Officer Member of the Board of Advisors and Board Member of Cisco b. 1966 Member of the Board of Directors at Jane Doe No More, a non-profit Chair of the Nokia Board. Board 1989–2001. of Gemalto N.V. Member of the organization. member since 2008. Chair since Board of Directors of the PESH Various Board Memberships in 2012. Chair of the Corporate foundation. Member of the Board of Advisors 1999–2009. Governance and Nomination of Cyberreason 2017-2018. Committee. Member of the Board of Directors Member of the Board of Directors Jean Monty of Alcatel Lucent SA 2008–2016. of West Corporation 2016-2017. Master of Science (Eng.), Helsinki b. 1947 Member of the Board of Directors University of Technology, Finland. Nokia Board member since 2016. of Microvision 2006-2017. Bruce Brown Member of the Personnel President and CEO of F-Secure b. 1958 Committee. Corporation 1988–2006. Nokia Board member since 2012. Louis Hughes Chair of the Personnel b. 1949 Bachelor of Arts, Collège Chairman of the Board of Committee. Member of the Nokia Board member since 2016. Sainte-Marie de Montréal, Canada. Directors of F-Secure Corporate Governance and Member of the Audit Committee. Master of Arts in Economics, Corporation. Chairman of the Nomination Committee. University of Western Ontario, Board of Directors of the Master’s Degree in Business Canada. Master of Business Federation of Finnish Technology MBA (Marketing and Finance), Administration, Harvard Administration, University of Industries. Vice Chairman of the Xavier University, the United University, Graduate School Chicago, the United States. Board of Directors of the States. BS (Chemical Engineering), of Business, the United States. Confederation of Finnish Polytechnic Institute of New York Bachelor of Mechanical Chairman of the Board and Chief Industries (EK). Member of University, the United States. Engineering, General Motors Executive Officer of Bell Canada European Roundtable of Institute, now Kettering Enterprises until 2002. President Retired from The Procter & Industrialists. University, the United States. and Chief Executive Officer of Gamble Company in 2014. Chief Nortel Networks Corporation Chairman of the Board of Technology Officer of the Procter President & Chief Operating until 1997. Directors of Elisa Corporation & Gamble Company 2008–2014. Officer of Lockheed Martin in 2008–2012. Various executive and managerial 2000. Executive Vice President Member of the Board of Directors positions in Baby Care, Feminine of General Motors Corporation of Fiera Capital Inc. Member of Care, and Beauty Care units of 1992–2000. President of General the Boards of Directors of The Procter & Gamble Company Motors International Operations Bombardier 1998–2017. Member since 1980 in the United States, 1992–1998. President of General of the Board of Directors of Germany and Japan. Motors Europe 1992–1994. Alcatel Lucent SA 2008–2016. Member of the Board of Directors Chairman of InZero Systems of Agency for Science, Technology (formerly GBS Laboratories) (the & Research (A*STAR) in Singapore. United States). Independent Member of the Board of Directors, director and member of the the Audit Committee and the Audit Committee of AkzoNobel. Nominating and Corporate Independent director and Governance Committee of P. H. chairman of the Audit, Finance Glatfelter Company. Member of and Compliance Committee of the Board of Directors, the Audit ABB. Executive advisor partner Committee and the Compensation of Wind Point Partners. Committee of Medpace, Inc. Member of the Board of Directors of Alcatel Lucent SA 2008–2016. 84 NOKIA IN 2017 Corporate governance

Elizabeth Nelson Kari Stadigh Chair Risto Siilasmaa Vice Chair Olivier Piou b. 1960 b. 1955 Nokia Board member since 2012. Group CEO and President of Chair of the Audit Committee. Sampo plc. Nokia Board member since 2011. Member of the MBA (Finance), the Wharton Personnel Committee and the School, University of Corporate Governance and Pennsylvania, the United States. Nomination Committee. BS (Foreign Service), Georgetown University, the United States. Master of Science (Eng.), Helsinki University of Technology, Executive Vice President and Finland. Bachelor of Business Chief Financial Officer, Administration, Hanken School Macromedia, Inc. 1997–2005. of Economics, Helsinki, Finland. Vice President, Corporate Bruce Brown Jeanette Horan Development, Macromedia, Inc. Deputy CEO of Sampo plc 1996–1997. Various roles in 2001–2009. President of Sampo Corporate Development and Life Insurance Company Limited International Finance, 1999–2000. President of Nova Hewlett-Packard Company Life Insurance Company Ltd 1988–1996. 1996–1998. President and COO of Jaakko Pöyry Group Chairman of the Board of 1991–1996. Directors of DAI. Independent Lead Director and Chair of the Member of the Board of Directors Audit Committee of Zendesk Inc. and Chair of the Board’s Risk Committee of Nordea Bank AB Member of the Board of Directors (publ). Chairman of the Board of Louis Hughes Edward Kozel of Pandora Media 2013–2017. Directors of If P&C Insurance Member of the Boards of Holding Ltd (publ) and Mandatum Directors of Brightcove, Inc. Life Insurance Company Limited. 2010–2014, SuccessFactors, Inc. Member of the Board of Directors 2007–2012 and Ancestry.com, of the Federation of Finance Inc. 2009–2012. Finland (previously Finnish Financial Services). Member of the Carla Smits-Nusteling Board of Directors of Waypoint b. 1966 Capital Group Holdings SA. Nokia Board member since 2016. Member of the Board of Directors Member of the Audit Committee. of Niilo Helanderin Säätiö. Master’s Degree in Business Economics, Erasmus University Jean Monty Elizabeth Nelson Rotterdam, the Netherlands. Executive Master of Finance and Control, Vrije University Amsterdam, the Netherlands. Member of the Board of Directors and Chief Financial Officer of KPN 2009–2012. Various financial positions in KPN 2000–2009. Various financial and operational positions in TNT/PTT Post 1990–2000.

Member of the Supervisory Board Carla Smits-Nusteling Kari Stadigh since 2013 and Chair of the Audit Committee of ASML. Member of the Board of Directors since 2013 and Chair of the Audit Committee of TELE2 AB. Member of the Management Board of the Unilever Trust Office since 2015. Lay Judge in the Enterprise Court of the Amsterdam Court of Appeal since 2015.

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Election of the Chair of the Board of The Board is ultimately responsible for The Board has three committees: the Audit Directors and Vice Chair of the Board of monitoring and reviewing Nokia’s financial Committee, the Corporate Governance and Directors and the chair and members of reporting process, effectiveness of related Nomination Committee and the Personnel the Board’s Committees control and audit functions and the Committee. These committees assist the The Chair of the Board and the Vice Chair independence of Nokia’s external auditor, Board in its duties pursuant to their of the Board of Directors are elected from as well as for monitoring the statutory audit respective committee charters. The among the members of the Board by the new of the annual and consolidated financial independent directors of the Board elect Board and confirmed by the independent statements. The Board’s responsibilities the members and chairs of the Board’s directors of the Board based on the also include overseeing the structure and committees from among the Board’s recommendation of the Corporate composition of our top management and independent directors based on the Governance and Nomination Committee. monitoring legal compliance and the recommendation of the Corporate The independent directors of the new Board management of risks related to our Governance and Nomination Committee also confirm the election of the members operations. In doing so, the Board may set and based on each committee’s member and chairs for the Board’s committees from annual ranges and/or individual limits for qualification standards. The Board may also among the Board’s independent directors capital expenditures, investments and establish ad hoc committees for detailed upon the recommendation of the Corporate divestitures and financial commitments reviews or consideration of particular topics Governance and Nomination Committee and that may not be exceeded without separate to be proposed for the approval of the Board. based on each committee’s member Board approval. In line with our Corporate Governance qualification standards. These elections will Guidelines, the Board conducts annual take place at the Board’s assembly meeting In risk management policies and processes, performance evaluations, which also include following the Annual General Meeting in 2018. the Board’s role includes risk analysis and assessment in connection with financial, evaluations of the Board committees’ work Operations of the Board of Directors strategy and business reviews, updates and as well as the Board and Committee Chairs The Board represents and is accountable decision-making proposals. Risk management and individual Board members. In 2017, to the shareholders of Nokia. The Board’s policies and processes are integral parts of an external evaluator assisted in the responsibilities are active, not passive, and Board deliberations and risk-related updates Board evaluation process consisting of include the responsibility to evaluate the are provided to the Board on a recurring basis. self-evaluations and peer evaluations, as well strategic direction of Nokia, its management For a more detailed description of our risk as interviews. The evaluation process included policies and the effectiveness of the management policies and processes, refer both numeric assessments and the possibility implementation of such by the management to “—Risk management, internal control and to provide more detailed written comments. on a regular basis. It is the responsibility of the internal audit functions at Nokia—Main The feedback from selected members of members of the Board to act in good faith and features of risk management systems” below. management was also requested as part of with due care, so as to exercise their business this evaluation process. The results of the judgment on an informed basis, in a manner The Board has the responsibility for evaluation are discussed and analyzed by which they reasonably and honestly believe appointing and discharging the President and the entire Board and improvement actions to be in the best interests of Nokia and its CEO and the other members of the Group are agreed based on such discussion. shareholders. In discharging that obligation, Leadership Team. Since May 2014, Rajeev Suri the members of the Board must inform has served as the President and CEO. His themselves of all relevant information rights and responsibilities include those reasonably available to them. The Board and allotted to the President under Finnish law each Board committee also have the power and he also chairs the Group Leadership Team. to appoint independent legal, financial or Subject to the requirements of Finnish law, other advisors as they deem necessary the independent directors of the Board from time to time. confirm the compensation and terms of employment of the President and CEO upon the recommendation of the Personnel Committee of the Board. The compensation and employment conditions of the other members of the Group Leadership Team are approved by the Personnel Committee upon the recommendation of the President and CEO.

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Meetings of the Board of Directors The Board held 21 meetings excluding committee meetings during 2017, of which approximately 40% were regularly scheduled meetings held in person, complemented by meetings via video or conference calls or by other means. Additionally, in 2017, the non-executive directors held meetings regularly without management in connection with Board meetings. Directors’ attendance at Board meetings, including committee meetings but excluding meetings among the non-executive directors or independent directors only, in 2017 is set forth in the table below:

Corporate Governance Audit and Nomination Personnel Board Committee Committee Committee meetings meetings meetings meetings % % % % Bruce Brown 100 100 100 Jeanette Horan (from May 23, 2017) 100 100 Louis Hughes 100 100 Edward Kozel (from May 23, 2017) 100 100 Jean Monty 100 100 Elizabeth Nelson 100 100 Olivier Piou 95 80 88 Risto Siilasmaa 100 100 Carla Smits-Nusteling 100 100 Kari Stadigh 90 100 100

Additionally, many of the directors attended, Committees of the Board of Directors ■ the performance of the internal audit as non-voting observers, meetings of a The Audit Committee consists of a minimum function; and committee of which they were not a member. of three members of the Board who meet all applicable independence, financial literacy ■ the company’s compliance with legal and According to Board practices, the and other requirements as stipulated by regulatory requirements, including the non-executive directors meet without Finnish law, the rules of Nasdaq Helsinki and performance of its ethics and compliance management in connection with each regularly the NYSE. From May 23, 2017, the Audit program. scheduled meeting. Such sessions are chaired Committee consisted of the following five Audit Committee also maintains procedures by the non-executive Chair of the Board. If the members of the Board: Elizabeth Nelson non-executive Chair of the Board is unable for the receipt, retention and treatment (Chair), Jeanette Horan, Louis Hughes, of complaints received by the company to chair these meetings, the non-executive Edward Kozel and Carla Smits-Nusteling. Vice Chair of the Board chairs the meeting. regarding accounting, internal controls, or Additionally, the independent directors meet The Audit Committee is established by the auditing matters and for the confidential, separately at least once annually. Board primarily for the purpose of oversight anonymous submission by our employees of of the accounting and financial reporting concerns relating to accounting or auditing All the directors who served on the Board for processes of Nokia and the audits of its matters. Nokia’s disclosure controls and the term until the close of the Annual General financial statements. The Committee is procedures, which are reviewed by the Audit Meeting in 2017 attended Nokia’s Annual responsible for assisting the Board in the Committee and approved by the President General Meeting held on May 23, 2017. oversight of: and CEO and the Chief Financial Officer, as The Finnish Corporate Governance Code well as the internal controls over financial recommends that the Chair and members of ■ the quality and integrity of the company’s reporting, are designed to provide reasonable the Board and the President shall be present financial statements and related assurance regarding the quality and integrity at the general meeting of shareholders to disclosures; of the company’s financial statements and ensure the possibility for the shareholders related disclosures. For further information on to exercise their right to present questions ■ the statutory audit of the company’s internal control over financial reporting, refer to both the Board and management. financial statements; to “—Risk management, internal control and ■ the external auditor’s qualifications internal audit functions at Nokia—Description and independence; of internal control procedures in relation to the financial reporting process” below. ■ the performance of the external auditor subject to the requirements of Finnish law; ■ the performance of the company’s internal controls and risk management and assurance function;

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Under Finnish law, an external auditor is The Audit Committee meets a minimum The Committee fulfills its responsibilities by: elected by shareholders by a simple majority of four times a year based on a schedule actively identifying individuals qualified to vote at the Annual General Meeting for one established at the first meeting following ■ be elected members of the Board as well as year at a time. The Audit Committee prepares the appointment of the Committee. The considering and evaluating the appropriate the proposal to the shareholders, upon Committee meets separately with the level and structure of director remuneration; its evaluation of the qualifications and representatives of Nokia’s management, independence of the external auditor, of the heads of the internal audit, and ethics and ■ preparing proposal to the shareholders nominee for election or re-election. Under compliance functions, and the external on the director nominees for election at Finnish law, the fees of the external auditor auditor in connection with each regularly the general meetings as well as director are also approved by the shareholders by a scheduled meeting. The head of the internal remuneration; simple majority vote at the Annual General audit function has, at all times, direct access Meeting. The Committee prepares the to the Audit Committee, without the ■ monitoring significant developments in the proposal to the shareholders in respect of involvement of management. law and practice of corporate governance the fees of the external auditor, and approves and of the duties and responsibilities of the external auditor’s annual audit fees The Audit Committee held nine meetings in directors of public companies; under the guidance given by the Annual 2017. Attendance at the meetings was 100%. Additionally, any director who so wishes may ■ assisting the Board and each Committee General Meeting. For information about of the Board in its annual performance the fees paid to Nokia’s external auditor, attend meetings of the Audit Committee as a non-voting observer. evaluations, including establishing PricewaterhouseCoopers Oy, during 2017, criteria to be applied in connection with refer to “—Auditor fees and services” below. The Corporate Governance and Nomination such evaluations; In discharging its oversight role, the Audit Committee consists of three to five members ■ developing and recommending to the Committee has full access to all company of the Board who meet all applicable independence requirements as stipulated by Board and administering Nokia’s Corporate books, records, facilities and personnel. Governance Guidelines; and The Committee may appoint counsel, Finnish law, the rules of Nasdaq Helsinki and the NYSE. From May 23, 2017, the Corporate auditors or other advisors in its sole ■ reviewing Nokia’s disclosure in the discretion, and must receive appropriate Governance and Nomination Committee has corporate governance statement. funding, as determined by the Audit consisted of the following four members of The Committee has the power to appoint Committee, from Nokia for the payment the Board: Risto Siilasmaa (Chair), Bruce recruitment firms or advisors to identify of compensation to such outside advisors. Brown, Olivier Piou and Kari Stadigh. appropriate candidates. The Committee may The Board has determined that all members The Corporate Governance and Nomination also appoint counsel or other advisers, as it of the Audit Committee, including its Chair, Committee’s purpose is to prepare the deems appropriate from time to time. The Elizabeth Nelson, are “audit committee proposals for the general meetings in respect Committee has the sole authority to appoint financial experts” as defined in the of the composition of the Board and the or terminate the services of such firms or requirements of Item 16A of the annual director remuneration to be approved by advisers and to review and approve such report on Form 20-F filed with the U.S. the shareholders, and to monitor issues and firm’s or adviser’s fees and other retention Securities and Exchange Commission (“SEC”). practices related to corporate governance terms. It is the Committee’s practice to Ms. Nelson and each of the other members and to propose necessary actions in appoint a recruitment firm to identify new of the Audit Committee are “independent respect thereof. director candidates. directors” as defined by Finnish law and The Corporate Governance and Nomination Finnish Corporate Governance Code and Committee held five meetings in 2017. in Section 303A.02 of the NYSE Listed The average attendance at the meetings Company Manual. was 95%. Additionally, any director who so wishes may attend meetings of the Corporate Governance and Nomination Committee as a non-voting observer.

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The Personnel Committee consists of a Further information minimum of three members of the Board The Corporate Governance Guidelines who meet all applicable independence concerning the directors’ responsibilities, the requirements as stipulated by Finnish law, the composition and election of the members of rules of Nasdaq Helsinki and the NYSE. From the Board, its committees and certain other May 23, 2017, the Personnel Committee has matters relating to corporate governance are consisted of the following four members of available on our website at http://www.nokia. the Board: Bruce Brown (Chair), Jean Monty, com/en_int/investors/corporate-governance. Olivier Piou and Kari Stadigh. We have a Code of Conduct that is applicable to all of our employees, directors and The primary purpose of the Personnel management and, in addition, we have a Code Committee is to oversee the personnel-related of Ethics applicable to the President and CEO, policies and practices at Nokia, as described Chief Financial Officer and Corporate in the Committee charter. It assists the Board Controller. These documents and the charters in discharging its responsibilities in relation of the Audit Committee, the Corporate to all compensation, including equity Governance and Nomination Committee and compensation, of the company’s executives the Personnel Committee are available on our and their terms of employment. The website at http://www.nokia.com/en_int/ Committee has overall responsibility investors/corporate-governance. for evaluating, resolving and making recommendations to the Board regarding: Group Leadership Team and the President and CEO ■ compensation of the company’s top We have a Group Leadership Team that is executives and their terms of employment; responsible for the operative management of ■ all equity-based plans; Nokia. The Chair and members of the Group Leadership Team are appointed by the Board. ■ incentive compensation plans, policies The Group Leadership Team is chaired by the and programs of the company affecting President and CEO. The President and CEO’s executives; and rights and responsibilities include those allotted to the President and CEO under ■ other significant incentive plans. Finnish law. The Committee is responsible for overseeing compensation philosophy and principles and ensuring the above compensation programs are performance-based, and designed to contribute to long-term shareholder value creation and alignment to shareholders’ interests, properly motivate management, and support overall corporate strategies. The Personnel Committee held eight meetings in 2017. The average attendance at the meetings was 97%. Additionally, any director who so wishes may attend meetings of the Personnel Committee as a non-voting observer.

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Further, during 2017 and Strategic Planning, ICL India (ICIM) Members of the Nokia Rajeev Suri thereafter, the following 1990–1993. Production Engineer, Group Leadership Team members of the Group Calcom Electronics 1989. Set forth below are the current Leadership Team resigned: and appointed members fo Basil Alwan ■ Samih Elhage, formerly the Group Leadership Team b. 1962 President of Mobile Networks, and their biographical details. President of IP/Optical Networks. stepped down from the Information about the shares Group Leadership Team member Group Leadership Team and share-based rights of since 2016. Joined Nokia in 2016. the members of the Group as of March 31, 2017; Bachelor in Computer Leadership Team is disclosed in ■ Monika Maurer, formerly Engineering, University of Illinois the Remuneration Statement; Chief Operating Officer, at Urbana-Champaign, the refer to “—Compensation” below. stepped down from the United States. During 2017 and thereafter, Group Leadership Team as Basil Alwan the following new appointments of December 11, 2017; and Previously President of IP Routing and Transport, Alcatel Lucent were made to the Group ■ Igor Leprince, President of 2012–2016. President of IP Leadership Team: Global Services, will step down Division, Alcatel Lucent from the Group Leadership ■ Kristian Pullola was appointed 2003–2012. Founder, President Team as of March 31, 2018. Chief Financial Officer and and CEO, TiMetra Networks member of the Group 2000–2003. Vice President and Leadership Team as of Rajeev Suri General Manager, Bay Networks January 1, 2017; b. 1967 (acquired by Nortel) Enterprise President and Chief Executive Products Division (EPD) ■ Monika Maurer was appointed Officer of Nokia Corporation. 1997–2000. Vice President Chief Operating Officer Chair of the Group Leadership of Product Management and member of the Group Team since 2014. Joined Nokia and Marketing, Rapid City Leadership Team as of Hans-Jürgen Bill in 1995. Communications 1996–1997. April 1, 2017; Bachelor of Engineering ■ Igor Leprince was appointed (Electronics and Communications), Hans-Jürgen Bill President of Global Services Manipal Institute of Technology, b. 1960 and member of the Group Karnataka, India. Chief Human Resources Officer. Leadership Team as of Group Leadership Team member April 1, 2017; CEO, Nokia Solutions and since 2016. Joined Nokia Siemens Networks 2009–2014. Head of Networks in 2007. ■ Marcus Weldon was appointed Services, Nokia Siemens Networks Chief Technology Officer and 2007–2009. Head of Asia Pacific, Diploma in Telecommunications President of Nokia Bell Labs, Nokia Siemens Networks April from the University of Deutsche and member of the Group 2007. Senior Vice President, Bundespost, Dieburg/Darmstadt, Leadership Team as of Asia Pacific Germany. Diploma in Economics April 1, 2017; 2005–2007. Vice President, from the University of Applied Hutchison Customer Business Sciences, Pforzheim, Germany. ■ Gregory Lee was appointed Team, Nokia Networks President of Nokia Technologies Executive Vice President, Human 2004–2005. General Manager, and member of the Group Resources, Nokia Corporation Business Development, Nokia Leadership Team as of 2014–2016. Head of Human Networks Asia Pacific 2003. June 30, 2017; Resources, NSN 2009–2014. Sales Director–BT, O2 and Head of West South Europe Joerg Erlemeier was appointed Hutchison Global Customers, ■ region, NSN 2007–2009. Head of Chief Operating Officer and Nokia Networks 2002. Director, Asia Pacific for Mobile Networks, member of the Group Technology and Applications, BT Siemens 2003–2007. Head of Leadership Team as of Global Customer, Nokia Networks Operations for Mobile Networks, December 11, 2017; and 2000–2001. Head of Global Siemens 2001–2003. Head of Competitive Intelligence, Nokia Region Central-East and North ■ Sanjay Goel was appointed Networks 1999–2000. Head of Europe for Mobile Networks, President of Global Services Product Competence Center, Siemens 1998–2001. Head of and member of the Group Nokia Networks South Asia Mobile Networks in Indonesia, Leadership Team as of 1997–1999. System Marketing Siemens 1994–1998. Various April 1, 2018. Manager, Cellular Transmission, management positions, Siemens Nokia Networks India 1995–1997. 1983–1994. Head of Group Procurement, imports and special projects, Churchgate Group, Nigeria 1993–1995. National Account Manager–Transmission/Manager–

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Kathrin Buvac Kathrin Buvac Ashish Chowdhary Joerg Erlemeier b. 1980 b. 1965 b. 1965 Chief Strategy Officer. Group Chief Customer Operations Chief Operating Officer. Group Leadership Team member since Officer. Group Leadership Team Leadership Team member since 2016. Joined Nokia Siemens member since 2016. Joined Nokia 2017. Joined Nokia in 1994. Networks in 2007. in 2003. Bachelor of Engineering Degree in Business Information MBA, Wharton School, University (Electronics and Systems from University of of Pennsylvania, Philadelphia, Telecommunications), Cooperative Education, Germany. the United States. MS Computer Fachhochschule, Aachen, Bachelor Degree in Business Science, Emory University, Germany. Administration from Open Atlanta, the United States. BA University, London, the United Mathematics from University Senior Vice President, Integration, Kingdom. of Delhi, India. Nokia, 2015. Vice President, Ashish Chowdhary Global Services, Europe, Nokia, Vice President, Corporate Executive Vice President and 2015. Head of Delivery, North Strategy, Nokia Networks Chief Business Officer at Nokia America market, Nokia, 2013/14. 2014–2016. Chief of staff to Networks 2015–2016. Head of Head of Program Management the CEO, Nokia Solutions and Customer Operations Asia, Middle Office, Nokia Siemens Networks, Networks 2011–2013. Head of East & Africa (AMEA), Nokia 2012. Head of Middle East & Strategic Projects, Business Networks 2011–2015. Head of Africa, Nokia Siemens Networks, Solutions, Nokia Siemens Global Services, Nokia Siemens 2009–2011. Held several Networks 2009–2011. General Networks 2009–2010. Head of executive level positions in Manager, Integration Programme, Managed Services, Nokia Siemens Nokia/Nokia Siemens Networks, Nokia Siemens Networks Networks 2007–2009. Country 1994–2009. 2007–2009. General Manager, Head India, Nokia Networks Corporate Audit, Siemens Holding 2003–2007. Vice President for Joerg Erlemeier S.p.A. 2006–2007. Head of Enterprise Business, Hughes Controlling International Communications Ltd 2000–2003 Businesses, Siemens and 1994–1998. Software and Communications 2003–2006. Project Engineer, Hughes Network Head of Performance Controlling Systems 1989–1993. Teaching USA, Siemens Communications Assistant, Computer Science, 2002–2003. Business Process Emory University 1987–1989. Manager Global IT Strategy, Siemens Communications 2001–2002. Business Analyst, EADS Aerospace and Defence 1999–2000.

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Barry French Sanjay Goel Federico Guillén Barry French b. 1963 b. 1967 b. 1963 Chief Marketing Officer. Group Senior Vice President, Global President of Fixed Networks. Leadership Team member since Services. President of Global Group Leadership Team member 2016. Joined Nokia in 2006. Services and Group Leadership since 2016. Joined Nokia in 2016. Team member as of April 1, 2018. Master’s Degree in International Joined Nokia Networks in 2001. Degree in Telecommunications Affairs from Columbia University’s Engineering, ETSIT at Universidad School of International and Public Bachelor’s Degree in Politécnica de Madrid, Spain. Affairs, New York, the United Engineering in Electronics and Master’s degree in Switching & States. Bachelor of Arts degree in Communications from Manipal Communication Architectures, Political Science, Bates Colleges, Institute of Technology, ETSIT at Universidad Politécnica Lewiston, Maine, the United States. Karnataka, India. de Madrid, Spain. Master’s Degree in International Management, Sanjay Goel Chief Marketing Officer and Senior Vice President, Services ESC Lyon and Alcatel, France. Executive Vice President, Marketing Portfolio Sales, Global Services, and Corporate Affairs, Nokia Nokia since 2015. Vice President, President of Fixed Networks, 2014–2016. Head of Marketing and Services, Customer Operations, Alcatel Lucent 2013–2016. Corporate Affairs, Nokia Siemens Asia, Middle East & Africa, Nokia President and CEO of Alcatel Networks 2010–2014. Head of Networks 2012 – 2015. Head of Lucent Spain & Global Account Communications, Nokia Siemens Global Services, Asia Pacific & Manager Telefonica, Alcatel Networks 2006–2010. Vice Japan, Nokia Siemens Networks Lucent 2009–2013. Vice President, Corporate 2009-2012. Head of Managed President Sales of Vertical Market Communications, United Airlines Services, Asia Pacific (including Sales in Western Europe, Alcatel 2004–2006. Director, Corporate India & Japan), Nokia Siemens Lucent 2009. Head of Regional Communications, Dell 2000–2004. Networks 2007-2009. Several Support Centre within Alcatel Additional roles included director and manager level Lucent’s Fixed Access Division for communications, government positions in Nokia Networks South Europe, MEA, India and Bhaskar Gorti relations and management 2001-2007. Manager in IBM India CALA 2007–2009. CEO, Alcatel positions, Engineering Animation, 1996-2001. Several engineer Mexico & Global Account Manager, Raytheon, KRC Research and the positions in Asea Brown Boveri Telmex 2003–2007. Various R&D, Sawyer/Miller Group. Ltd 1990-1996. Portfolio and Sales Management Positions, Telettra and then Board member, World Affairs Bhaskar Gorti Alcatel in Spain, Belgium and Council of Dallas. b. 1966 the United States 1989–2003. President of Nokia Software. Group Leadership Team member since 2016. Joined Nokia in 2016. Master’s degree in Electrical Engineering from Virginia Federico Guillén Polytechnic Institute and State University, Blacksburg, the United States. Bachelor’s degree in Technology and Electrical Engineering from National Institute of Technology, Warangal, India. Previously President of IP Platforms, Alcatel Lucent 2015–2016. Senior Vice President and General Manager, Communications Global Business Unit, Oracle 2006–2015. Senior Gregory Lee Vice President, Portal Software 2002–2006.

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Igor Leprince Gregory Lee Kristian Pullola Maria Varsellona b. 1963 b. 1973 b. 1970 President of Nokia Technologies. Chief Financial Officer. Group Chief Legal Officer. Group Group Leadership Team member Leadership Team member since Leadership Team member since since 2017. Joined Nokia in 2017. 2017. Joined Nokia in 1999. 2016. Joined Nokia Siemens Networks in 2013. Bachelor of Science degree in Master of Science (Economics), Biochemistry, University of the Hanken School of Economics, Law Degree from University of California at San Diego, the Helsinki, Finland. Finance diploma, Palermo (Juris Doctor), Italy. United States. the Stockholm School of Economics, Stockholm, Sweden. Executive Vice President and President and Chief Executive Chief Legal Officer, Nokia Officer, North America and Senior Vice President, Corporate 2014–2016. General Counsel, Director, Media Solutions Center Controller, Nokia 2011–2016. Vice NSN 2013–2014. Tetra Pak Group Kristian Pullola of America, Samsung Electronics President, Treasury & Investor General Counsel, Tetra Laval Co. Ltd 2014–2017. President, Relations, Nokia 2009–2011. Vice Group 2011–2013. Sidel Group Samsung Telecommunications President, Corporate Treasurer, General Counsel, Tetra Laval America (STA) 2013–2014. Nokia 2006–2008. Director, Group 2009–2011. Senior President, Samsung Asia Treasury Finance & Control, Nokia Counsel Commercial Operations 2010–2013. Global Chief 2003–2006. Various roles in Nokia and Global Services, GE Oil & Gas Marketing Officer, Samsung Treasury 1999–2003. Associate, 2006–2009. Senior Counsel Electronics Co. Ltd 2004–2010. Citibank International Europe, Hertz Europe Vice President, Franchises and 1998–1999. 2005–2006. Senior Counsel Customer Development, Johnson Global Services, GE Oil & Gas & Johnson Consumer Asia Pacific Member of the Board of Directors 2001–2005. Lawyer, Pini 2002–2004. President, Vision of Ilmarinen Mutual Pension Birmingham & Partners Care, Asia Pacific, Johnson & Insurance Company. 1998–2001. Lawyer, Greco Law Marc Rouanne Johnson Medical Devices Firm 1994–1998. 1999–2002. Marc Rouanne b. 1963 Member of the Board of Directors Member of the Board of Directors President of Mobile Networks. of Nordea Bank AB (publ). of HMD Global. Group Leadership Team member since 2016. Joined Nokia Siemens Marcus Weldon Igor Leprince Networks in 2008. b. 1968 b. 1971 Corporate Chief Technology President of Global Services Ph.D. in Information Theory from Officer and President of Nokia Bell until March 31, 2018. Group University of Notre Dame, Indiana, Labs. Group Leadership Team Leadership Team member since the United States. Engineering member since 2017. Joined Nokia 2017. Joined Nokia Siemens degree in Signal Processing from in 2016. Networks in 2007. Supélec, France. Degree in Computer Science from Ph.D (Physical Chemistry) degree, Maria Varsellona Master’s degree in Université d’Orsay, France. Harvard University, Cambridge, Telecommunications and Network Massachusetts, United States. Engineering, E.N.S.T. Paris, France. Executive Vice President, Mobile Bachelor of Science (Computer Bachelor’s and Master’s degree in Broadband, Nokia Networks Science and Chemistry) joint Computer Science and Systems 2011–2016. Head of Network degree, King’s College, London, and Networks, University Paris 7, Systems, Nokia Siemens Networks United Kingdom. Paris, France. 2010–2011. Head of Radio Access, Nokia Siemens Networks Corporate Chief Technology Executive Vice President, Global 2008–2009. Executive Vice Officer and President of Bell Labs, Services, Nokia since 2014. Senior President of Alcatel, President Alcatel Lucent (then Nokia) Vice President and Head of Middle of Convergence Business Group, 2013–2016. Corporate Chief East & Africa, Nokia Networks Alcatel Lucent 2006–2008. Chief Technology Officer, Alcatel Lucent 2011–2014. Vice President, Head Operating Officer, then President 2009–2013. Chief Technology Marcus Weldon of Care, Global Services, Nokia Wireless Business Group, then Officer, Broadband Networks & Siemens Networks 2010–2011. Executive Vice President, Alcatel Solutions, Alcatel Lucent Vice President, Head of Network 2003–2006. VP positions, then 2006–2009. Member of Technical Planning & Optimization, Global Chief Operating Officer, then Staff, Bell Labs, Lucent Services, Nokia Siemens Networks President Wireless Business Technologies 1997–2006. 2007–2010. Senior Vice Division, Alcatel 1997–2003. president, LCC International R&D and Engineering Director Network Partner to Keen Venture 2007. Managing Director EMEA, positions, Matra and Nortel Matra Partners. Advisor to Mundi WFI 2005–2007. Cellular 1988–1997. Ventures. Chairman of Advisory Board of Dhatim.

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Risk management, internal control ■■ the significant processes, structured under so-called financial cycles. Financial cycles have been designed to: (i) give a complete and internal audit functions at Nokia end-to-end view of all financial processes; (ii) identify key control Main features of risk management systems points; (iii) identify involved organizations; (iv) ensure coverage We have a systematic and structured approach to risk management. for important accounts and financial statement assertions; and Key risks and opportunities are primarily identified against business (v) enable internal control management within Nokia; targets either in business operations or as an integral part of strategy and financial planning. Risk management covers strategic, operational, ■■ the control activities, which consist of policies and procedures to financial and hazard risks. Key risks and opportunities are analyzed, ensure the management’s directives are carried out and the related managed and monitored as part of business performance management documentation is stored according to our document retention with the support of risk management personnel and the centralized practices and local statutory requirements; and Enterprise Risk Management function. ■■ the information systems’ general controls to ensure that sufficient The principles documented in the Nokia Enterprise Risk Management IT general controls, including change management, system Policy, which is approved by the Audit Committee of the Board, require development and computer operations, as well as access and risk management and its elements to be integrated into key processes. authorizations, are in place. One of the core principles is that the business or function head is also Further, the management has also: the risk owner, although all employees are responsible for identifying, analyzing and managing risks, as appropriate, given their roles and ■■ assessed the design of the controls in place aimed at mitigating duties. Our overall risk management concept is based on managing the financial reporting risks; the key risks that would prevent us from meeting our objectives, rather ■■ tested operating effectiveness of all key controls; and than solely focusing on eliminating risks. In addition to the principles defined in the Nokia Enterprise Risk Management Policy, other key ■■ evaluated all noted deficiencies in internal controls over financial policies reflect implementation of specific aspects of risk management. reporting in the interim and as of year-end. Key risks and opportunities are reviewed by the Group Leadership In 2017, Nokia has followed the procedures as described above and Team and the Board in order to create visibility on business risks has reported on the progress and assessments to the management as well as to enable prioritization of risk management activities. and to the Audit Committee of the Board on a quarterly basis. Overseeing risk is an integral part of the Board’s deliberations. The Board’s Audit Committee is responsible for, among other matters, risk Description of the organization of the internal audit function management relating to the financial reporting process and assisting We also have an internal audit function that acts as an independent the Board’s oversight of the risk management function. The Board’s appraisal function by examining and evaluating the adequacy and role in overseeing risk includes risk analysis and assessment in effectiveness of our system of internal control. Internal audit reports connection with financial, strategy and business reviews, updates to the Audit Committee of the Board. The head of the internal audit and decision-making proposals. function has direct access to the Audit Committee, without involvement of the management. Internal Audit staffing levels and Description of internal control procedures in relation to the annual budget are approved by the Audit Committee. All authority of financial reporting process the internal audit function is derived from the Board. Internal audit The management is responsible for establishing and maintaining aligns to the business regionally and by business and function. adequate internal control over financial reporting for Nokia. Our internal control over financial reporting is designed to provide Annually, an internal audit plan is developed with input from the reasonable assurance to the management and the Board regarding management, including key business risks and external factors. This the reliability of financial reporting and the preparation and fair plan is approved by the Audit Committee of the Board. Audits are presentation of published financial statements. completed across the business focused on country level, customer level, IT system implementation, IT security, operations activities or The management conducts a yearly assessment of Nokia’s internal at a Group function level. The results of each audit are reported to controls over financial reporting in accordance with the Committee of the management identifying issues, financial impact, if any, and Sponsoring Organizations framework (the “COSO framework”, 2013) the correcting actions to be completed. Quarterly, internal audit and the Control Objectives for Information and related technology of communicates the progress of the internal audit plan completion, internal controls. The assessment is performed based on a top-down including the results of the closed audits. risk assessment of our financial statements covering significant accounts, processes and locations, corporate-level controls and Internal audit also works closely with our Ethics and Compliance office information systems’ general controls. to review any financial concerns brought to light from various channels and, where possible, works with Enterprise Risk Management to ensure As part of its assessment the management has documented: priority risk areas are reviewed through audits. ■■ the corporate-level controls, which create the “tone from the top” In 2017, the internal audit plan was completed and all results of these containing the Nokia values and Code of Conduct and which provide reviews were reported to the management and to the Audit discipline and structure to decision-making processes and ways of Committee of the Board. working. Selected items from our operational mode and governance principles are separately documented as corporate-level controls;

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Main procedures relating to insider administration The following table presents fees by type paid to PricewaterhouseCoopers for the years ended December 31: Our insider administration is organized according to the applicable European Union and Finnish laws and regulations. In addition, the EURm 2017 2016 Board of Directors has approved Nokia Insider Policy, which sets (1) out Nokia-wide rules and practices to ensure full compliance with Audit fees 25.3 31.3 applicable rules and that inside information is recognized and treated Audit-related fees(2) 1.8 1.8 in an appropriate manner and with the highest integrity. The policy Tax fees(3) 1.2 3.4 is applicable to all Nokia employees. All other fees(4) 0.1 – Persons discharging managerial responsibilities Total 28.4 36.5 Nokia has identified members of the Board of Directors and the Group (1) Audit fees consist of fees incurred for the annual audit of the Group’s consolidated financial Leadership Team as persons discharging managerial responsibilities statements and the statutory financial statements of the Group’s subsidiaries. who, along with persons closely associated with them, are required to (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 notify Nokia and the Finnish Financial Supervisory Authority of their are traditionally performed by the independent auditor, and include consultations concerning transactions with Nokia’s financial instruments. Nokia publishes the financial accounting and reporting standards; advice on tax accounting matters; advice and transaction notifications on a stock exchange release. assistance in connection with local statutory accounting requirements; due diligence related to mergers and acquisitions; employee benefit plan audits and reviews; and audit procedures in In addition, under the Nokia Insider Policy, persons discharging 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 managerial responsibilities are obligated to clear with the Vice President, auditor can reasonably provide, and include the provision of comfort letters and consents Corporate Legal, a planned transaction in Nokia’s financial instruments in connection with statutory and regulatory filings and the review of documents filed with the in advance. It is also recommended that trading and other transactions 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 in Nokia’s financial instruments are carried out in times when the review of tax returns, preparation, review and/or filing of various certificates and forms and information available to the market is as complete as possible. consultation regarding tax returns and assistance with revenue authority queries; customs duties reviews and advice; compliance reviews, advice and assistance on other indirect taxes; Closed Window 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- Persons discharging managerial responsibilities are subject to a closed executives), assistance with applying visa, residency, work permits and tax status for expatriates); window period of 30 calendar days preceding the disclosure of Nokia’s (iv) services related to technical guidance on tax matters; (v) services related to transfer pricing quarterly or annual result announcements, as well as the day of the 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 disclosure. During the closed window period persons discharging and compensation programs and tax implications on short-term international transfers). managerial responsibilities are prohibited from dealing in Nokia’s (4) Other fees include fees billed for company establishments; liquidations; forensic accounting, financial instruments. data security, other consulting services and reference materials and services. Nokia has imposed this closed window period also on separately designated Financial Reporting Persons who are recurrently involved Audit Committee pre-approval with the preparation of Nokia’s quarterly and annual results policies and procedures announcements. These persons are separately notified of their The Audit Committee of the Board is responsible, among other status as Financial Reporting Persons. matters, for oversight of the external auditor’s independence, subject Insider Registers to the requirements of applicable legislation. The Audit Committee has Nokia does not maintain a permanent insider register. Insiders are adopted a policy regarding an approval procedure of audit services identified on a case-by-case basis for specific projects and are notified performed by the external auditors of Nokia Group and permissible of their insider status. Persons included in a project-specific insider non-audit services performed by the principal external auditor of the register are prohibited from dealing in Nokia’s financial instruments Nokia Group (the “Pre-approval Policy”). until the project ends or is made public. Under the Pre-approval Policy, proposed services either: (i) may be Supervision pre-approved by the Audit Committee in accordance with certain Our insider administration’s responsibilities include internal service categories described in the Pre-approval Policy (“general communications related to insider matters and trading restrictions, pre-approval”); or (ii) require the specific pre-approval of the Audit setting up and maintaining our insider registers, arranging related Committee (“specific pre-approval”). The Pre-approval Policy sets out trainings as well as organizing and overseeing compliance with the the audit, audit-related, tax and other services that have received insider rules. the general pre-approval of the Audit Committee. All other audit, audit-related (including services related to internal controls and Violations of the Nokia Insider Policy must be reported to the Vice significant mergers and acquisitions projects), tax and other services President, Corporate Legal. Nokia employees may also use channels are subject to specific pre-approval by the Audit Committee. All service stated in the Nokia Code of Conduct for reporting incidents involving requests concerning generally pre-approved services will be submitted alleged violations of the Nokia Insider Policy. to an appointed Audit Committee delegate within management, who will determine whether the services are within the services generally Auditor fees and services pre-approved. The Pre-approval Policy is subject to annual review by the Audit Committee. PricewaterhouseCoopers Oy has served as our auditor for each of the fiscal years in the three-year period ended December 31, 2017. The Audit Committee establishes budgeted fee levels annually The auditor is elected annually by our shareholders at the Annual for each of the categories of audit and non-audit services that General Meeting for the fiscal year in question. The Audit Committee are pre-approved under the Pre-approval Policy, namely, audit, of the Board prepares the proposal to the shareholders in respect audit-related, tax and other services. At each regular meeting of of the appointment of the auditor based upon its evaluation of the the Audit Committee, the auditor provides a report in order for the qualifications and independence of the auditor to be proposed for Audit Committee to review the services that the auditor is providing, election or re-election on an annual basis. as well as the cost of those services.

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