Corporate Governance Statement (2019)

Corporate governance statement This corporate governance Introduction Furthermore, we engaged with our shareholders at the Annual General Meeting In 2019, 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 accordance with Chapter 7, and related practices. To do that, the Board to present questions to the Board and Section 7 of the Finnish Securities activities were structured to develop the management. We also finalized the audit firm Company’s strategy and to enable the Board Markets Act (2012/746, as rotation process. Nokia had an obligation to to support the management on the delivery organize an audit firm selection procedure amended) and the Finnish of it within a transparent governance in accordance with the EU Audit Regulation framework. In addition to regular business Corporate Governance Code concerning the audit for the financial year and financial updates at each Board meeting, 2020 (mandatory auditor rotation). The 2020 (the “Finnish Corporate the table below sets out a high-level overview practical requirements for arranging the Governance Code”). of the key areas of focus for the Board’s and selection procedure under the EU Audit its Committees’ activities during the year. Regulation and the obligation to include at least two candidates in the recommendation January March April May July September/October December Board – China strategy update – China strategy and market – Area and business unit – Transformation update – Annual strategy meeting – Annual Plan for 2020 and – Compliance deep-dive updates and strategies – Sustainability review – Talent development and Long-Range Plan – Leadership – Board proposals and convening – China strategy – IT-update leadership succession planning – Enterprise Risk Management – Succession planning of the AGM – Enterprise strategy – Privacy and cybersecurity – Treasury and liquidity – Board evaluation – CSP market industry analysis – Transformation update – Appointment of the Chairs – China risk and Board Committees CGN – Board composition and – AGM proposals – Proposal for the organization of – Board remuneration – Board composition Committee remuneration the Board and its Committees – Board composition – Board evaluation update – Board evaluation results – Future composition of the Board – Board evaluation planning – AGM update – Corporate Governance Statement – Corporate governance update – Annual review of Corporate Governance Guidelines and Corporate Governance and Nomination Committee Charter Personnel – CEO compensation – GLT compensation – Risk review – Corporate culture survey Committee – Incentive targets and objectives – Say on Pay – Investor feedback – 2020 incentive program – Nokia Equity Program – Talent development – Compensation benchmarking framework – Leadership succession planning – Workforce demographics and – Remuneration statement diversity updates and report for 2019 – Compensation market Audit – Q4 and full year 2018 financials – Review of annual reports – Q1 financials – Q2 financials – Q3 financials – Financial update Committee – Tax update – Auditor report – Compliance, internal audit and – Review of auditor services – Review of auditor services – Pension update – Compliance, internal audit and – AGM proposals internal controls updates – Compliance, internal audit and – Compliance, internal audit and – 20-F and annual report update internal controls updates – Annual audit plan internal controls updates internal controls updates – Review of auditor services – Review of auditor services – IT and cybersecurity – Litigation update – Audit firm rotation – Cybersecurity Technology – Review of strategic technology – Review of strategic technology – Future strategic vision Committee initiatives initiatives – Future portfolio evolution – Updates on major innovation – Updates on major innovation and technology trends and technology trends Corporate governance of the Audit Committee caused the Board as well as the related governance and of Directors to re-evaluate the timing of disclosure practices. In December 2019, the auditor election. Consequently, the Risto Siilasmaa informed the Board that he will shareholders elected new auditor for the step down from the Nokia Board of Directors financial year 2020 already in the 2019 Annual at the Annual General Meeting 2020 after General Meeting. The Board intends in serving 12 years as a Director and the last forthcoming Annual General Meetings to eight years as the Chair. Following a nearly continue to make a proposal for the election one-year succession planning process, the of the auditor in the same sequence, whereby Board’s Corporate Governance & Nomination each Annual General Meeting would elect the Committee proposes the Vice Chair, auditor for the financial year commencing Sari Baldauf, to be the new Chair of the Nokia next after the election. In addition, during Board and Kari Stadigh to be the new vice 2019, the Chair of the Personnel Committee Chair of the Board, subject to their re-election continued to engage with our largest to the Board by the Annual General Meeting. investors to discuss executive remuneration January March April May July September/October December Board – China strategy update – China strategy and market – Area and business unit – Transformation update – Annual strategy meeting – Annual Plan for 2020 and – Compliance deep-dive updates and strategies – Sustainability review – Talent development and Long-Range Plan – Leadership – Board proposals and convening – China strategy – IT-update leadership succession planning – Enterprise Risk Management – Succession planning of the AGM – Enterprise strategy – Privacy and cybersecurity – Treasury and liquidity – Board evaluation – CSP market industry analysis – Transformation update – Appointment of the Chairs – China risk and Board Committees CGN – Board composition and – AGM proposals – Proposal for the organization of – Board remuneration – Board composition Committee remuneration the Board and its Committees – Board composition – Board evaluation update – Board evaluation results – Future composition of the Board – Board evaluation planning – AGM update – Corporate Governance Statement – Corporate governance update – Annual review of Corporate Governance Guidelines and Corporate Governance and Nomination Committee Charter Personnel – CEO compensation – GLT compensation – Risk review – Corporate culture survey Committee – Incentive targets and objectives – Say on Pay – Investor feedback – 2020 incentive program – Nokia Equity Program – Talent development – Compensation benchmarking framework – Leadership succession planning – Workforce demographics and – Remuneration statement diversity updates and report for 2019 – Compensation market Audit – Q4 and full year 2018 financials – Review of annual reports – Q1 financials – Q2 financials – Q3 financials – Financial update Committee – Tax update – Auditor report – Compliance, internal audit and – Review of auditor services – Review of auditor services – Pension update – Compliance, internal audit and – AGM proposals internal controls updates – Compliance, internal audit and – Compliance, internal audit and – 20-F and annual report update internal controls updates – Annual audit plan internal controls updates internal controls updates – Review of auditor services – Review of auditor services – IT and cybersecurity – Litigation update – Audit firm rotation – Cybersecurity Technology – Review of strategic technology – Review of strategic technology – Future strategic vision Committee initiatives initiatives – Future portfolio evolution – Updates on major innovation – Updates on major innovation and technology trends and technology trends 2 Corporate governance statement continued 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 Corporate Governance and Internal The Board has also adopted corporate Audit Nomination Committee Audit governance guidelines (Corporate Governance Personnel 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 each committee’s main President and CEO duties and operating principles. We also have Group Leadership Team a Code of Conduct that is applicable to all of our employees, directors and management and the Code of Ethics applicable to the Regulatory framework We comply with the corporate governance President and CEO, Chief Financial Officer, standards of Nasdaq Helsinki which are Deputy Chief Financial Officer, and Our corporate governance practices applicable to us due to the listing of our Corporate Controller. All of the mentioned comply with Finnish laws and regulations shares on the exchange. Furthermore, documents are available

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