Information incorporated by reference to the Listing Prospectus dated October 23, 2015 The annual report of Nokia’s Board of Directors for the financial year ended December 31, 2012…………………………………………………………………………………………………......3–16 The audited financial statements of Nokia, including the auditor’s report, for the financial year ended December 31, 2012……………………………………………………………………………………18–86 NOKIA IN 2012 KEY DATA ................................................................................................................. 2 REVIEW BY THE BOARD OF DIRECTORS 2012 .......................... 3 ANNUAL ACCOUNTS 2012 Consolidated income statements, IFRS ................................................................. 18 Consolidated statements of comprehensive income, IFRS ............................... 19 Consolidated statements of fi nancial position, IFRS .......................................... 20 Consolidated statements of cash fl ows, IFRS ...................................................... 21 Consolidated statements of changes in shareholders’ equity, IFRS ................ 22 Notes to the consolidated fi nancial statements .................................................. 24 Income statements, parent company, FAS ........................................................... 70 Balance sheets, parent company, FAS ................................................................... 70 Statements of cash fl ows, parent company, FAS ................................................. 71 Notes to the fi nancial statements of the parent company ................................ 72 Nokia shares and shareholders ............................................................................... 77 Nokia Group 2008 – 2012, IFRS ................................................................................ 82 Calculation of key ratios ............................................................................................ 84 Signing of the Annual Accounts 2012 and proposal for distribution of profi t .................................................................. 85 Auditors’ report .......................................................................................................... 86 ADDITIONAL INFORMATION Critical accounting policies ...................................................................................... 88 Corporate governance statement Corporate governance .......................................................................................... 94 Board of Directors ............................................................................................... 100 Nokia Leadership Team ....................................................................................... 103 Compensation of the Board of Directors and the Nokia Leadership Team ............................................................................ 106 Auditor fees and services ....................................................................................... 125 Investor information ................................................................................................ 126 Contact information ................................................................................................. 128 KEY Nokia, EURm 2012 2011 Change, % Net sales 30 176 38 659 – 22 DATA Operating loss – 2 303 – 1 073 Loss before tax – 2 644 – 1 198 Based on fi nancial Loss attributable to equity holders’ of the parent – 3 106 – 1 164 statements according Research and development expenses 4 782 5 584 – 14 to International Financial Reporting % 2012 2011 Standards, IFRS Return on capital employed neg. neg. Net debt to equity (gearing) – 46 – 40 EUR 2012 2011 Change, % Earnings per share, basic – 0.84 – 0.31 Dividend per share 0.00 * 0.20 – 100 Average number of shares (1 000 shares) 3 710 845 3 709 947 * Board’s proposal Nokia businesses, EURm 2012 2011 Change, % Devices & Services Net sales 15 686 23 943 – 34 Operating loss/profi t – 1 100 884 Location & Commerce Net sales 1 103 1 091 1 Operating loss – 301 – 1 526 – 80 Nokia Siemens Networks Net sales 13 779 14 041 – 2 Operating loss – 799 – 300 166 Personnel, December 31 2012 2011 Change, % Devices & Services 32 986 49 406 – 33 Location & Commerce 6 186 6 659 – 7 Nokia Siemens Networks 58 411 73 686 – 21 Corporate Common Functions 215 299 – 28 Nokia Group 97 798 130 050 – 25 10 major markets, net sales; EURm 2012 2011 China 2 509 6 130 India 2 227 2 923 Japan 2 182 1 539 USA 1 880 1 405 Brazil 1 753 1 901 Germany 1 299 1 606 Russia 1 287 1 843 UK 900 996 Indonesia 799 904 Italy 783 982 10 major countries, personnel, December 31 2012 2011 India 20 027 22 279 Main currencies, China 18 684 22 165 rates at the end of Finland 11 767 16 970 1 EUR USD 1.3140 Brazil 7 348 11 887 Germany 7 026 10 992 GBP 0.8121 United States 6 692 7 980 CNY 8.1963 Hungary 2 772 5 198 INR 71.9280 Poland 2 491 2 541 RUB 40.5002 UK 1 740 3 237 JPY 110.16 Russia 1 573 1 256 2 NOKIA IN 2012 REVIEW BY THE BOARD OF DIRECTORS 2012 Before the statutory information and other disclosures of ■ HERE (formerly Location & Commerce). As of January , the review by the Board of Directors, the Board of Directors , HERE is the new name of our former Location & outlines a brief summary of the key developments and actions Commerce business and reportable segment. Nokia’s HERE in and early . business has continued to strengthen both its portfolio of location-based off erings with updates to its signature ap- ■ Lumia products. Since the unveiling of the fi rst Nokia Lumia plications and its customer base through new partnerships products in , Nokia has expanded the Lumia experi- and licensing deals. In November , Nokia introduced ence to new price points and geographies. During the third the brand HERE, the fi rst location cloud aiming to deliver quarter of , Nokia announced the Nokia Lumia and the world’s best maps and location experiences across the Nokia Lumia , the fi rst devices in Nokia’s Windows multiple screens and operating systems. The business aims Phone range which began to ship in select markets during to positively diff erentiate its digital map data and location- the fourth quarter of . based off erings from those of our competitors and create ■ Asha products. The Nokia Asha family has expanded rap- competitive business models for our customers. idly since its debut at Nokia World in October . Nokia ■ Nokia Siemens Networks. Nokia Siemens Networks exe- Asha products blur the lines between feature phones and cuted well during on the focused strategy and the smartphones and are designed to off er the best overall restructuring program it announced in the end of . Built experience and value proposition for the next billion mobile around both technological and geographic focus, quality and device users. Asha signifi es Nokia’s focus on positive user innovation, the strategy guides Nokia Siemens Networks to experiences and connecting millions of people to new op- focus its business solely on mobile broadband and ser- portunities that help them reach their aspirations. In , vices, for example by divesting a number of businesses and we continued to strengthen our Asha portfolio of products, streamlining its portfolio. At the same time as it announced including launching the fi rst Asha full touch smartphones, its new strategy, Nokia Siemens Networks also communicat- such as the Nokia Asha and Asha . ed plans to undertake a far-reaching and signifi cant restruc- ■ Symbian products. During Nokia’s transition to Windows turing, aimed at reducing its annualized operating expenses Phone, Nokia continued to ship devices based on its own and production overheads. smartphone operating system called Symbian. However, after a decade-long history as part of Nokia’s portfolio, RESULTS OF OPERATIONS Nokia is not creating any new devices based on Symbian. The Nokia PureView, a device which showcases some of As of January , , Location & Commerce reportable seg- Nokia’s imaging capabilities and which came to market dur- ment is renamed as the HERE reportable segment and the ing the fi rst half of , was the last Symbian device from terms “Location & Commerce” and “HERE” can be used as Nokia. Nokia does not expect to sell any signifi cant volumes interchangeably in this annual report. of Symbian devices in . We have three businesses: Devices & Services, HERE (for- ■ Strategy and restructuring activities. In June , merly Location & Commerce) and Nokia Siemens Networks, and Nokia outlined a range of actions – planned or since com- four operating and reportable segments for fi nancial reporting pleted – aimed at sharpening its strategy, improving its purposes: Smart Devices and Mobile Phones within our Devices operating model and returning the company to profi table & Services business; HERE; and Nokia Siemens Networks. growth. Nokia announced that it plans to invest in products Our Devices & Services business includes two operating and and experiences that make Lumia smartphones stand out reportable segments – Smart Devices, which focuses on our and available to more consumers, invest in location-based most advanced products, including Lumia smartphones, and services as an area of competitive diff erentiation for Nokia Mobile Phones, which focuses on our most aff ordable prod- products and extend its location-based platform to new ucts, including Asha full touch smartphones – as well as Devices industries and improve the competitiveness and profi tabil- & Services Other. Devices & Services Other includes intellec- ity of its Mobile Phones business. These actions announced