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, 2014…………………………………………………………………………………………………....44–77 The audited financial statements of Nokia, including the auditor’s report, for the financial year ended December 31, 2014…………………………………………………………………………………122–205 Nokia in 2014 At Nokia, we’re excited by where technology will lead us. We’re reimagining a world where technology blends into our lives. Technology that works for us, discreetly yet magically in the background, enriching our lives. But for some, this new technology world, where everything and everybody are connected, can be challenging. Fear of intrusion, technology that seems hard to understand or control, and the complexity of choice, can be overwhelming. That’s why our focus is, and has always been, on people. We work together, with our partners, customers, and across our businesses, to create human technology that helps people thrive. Effortless, simple, and intuitive technology, designed to enable new and extraordinary experiences in people’s lives each day. We see the possibilities of technology. The human possibilities. Read more online: company.nokia.com The year 2014 was one of fundamental rapidly evolving world of technology which is change for Nokia, a new chapter in our storied as much about connecting things as about history, which stretches back to the founding connecting people. We expect to see more of a small paper mill in southern Finland in than 50 billion connected things—devices, 1865. Following the sale of substantially all of modules and sensors—by year 2025. The our Devices & Services business to Microsoft opportunity is extraordinary—not just for us, (the “Sale of the D&S Business”), which was but for the world at large. completed on April 25, 2014, Nokia emerged with three businesses—Nokia Networks, HERE We have a powerful role to play in this and Nokia Technologies—and a significantly increasingly connected world. We see improved financial footing. ourselves as an enabler, opening and creating possibilities for our customers, partners and Nokia Networks provides trusted mobile consumers. Modern-day Nokia’s focus is, connectivity infrastructure and services; and always has been, on connecting people. HERE is our mapping and location intelligence Thus, we aim to expand the human business; and Nokia Technologies is our possibilities of technology. engine for future innovation and licensing. These three businesses are leaders in their respective fields, key participants in the Contents Overview 02 Board review 44 General facts on Nokia 106 Nokia at a glance 02 Results of operations 47 History of Nokia 108 2014—A year of reinvention 04 Results of segments 54 Memorandum and Articles Key data 06 Liquidity and capital resources 64 of Association 110 Main events in 2014 66 Selected financial data 112 Business overview 08 Board of Directors and management 70 Shares and shareholders 114 Letter from the President and CEO 08 Sustainability and corporate Key ratios 121 Our place in a changing world 10 responsibility at Nokia 72 Nokia’s strategy 12 Employees 73 Financial statements 122 Operational governance Shares and share capital 74 Consolidated financial statements 124 and leadership 14 Dividend 74 Notes to consolidated Nokia Networks 16 Nokia’s outlook 75 financial statements 130 HERE 26 Risk factors 76 Parent Company Financial statements 186 Nokia Technologies 32 Notes to Parent Company Financial Discontinued operations 38 Corporate governance 78 statements 190 Principal industry trends Corporate governance statement 80 Signing of the Annual Accounts 2014 affecting operations 40 Members of the Board and proposal by the Board of of Directors 86 Directors for distribution of profit 203 Members of the Nokia Group Auditor’s report 204 Leadership Team 89 Auditor fees and services 205 Compensation 92 Other information 206 Forward-looking statements 207 Glossary of terms 209 Investor information 212 Contact information 212 NOKIA IN 2014 01 Nokia at a glance Our three businesses are leaders in their respective fields, key participants in the rapidly evolving world of technology which is as much about connecting things as about connecting people. Our focus We are focused on three businesses: Net sales 2014 by business Net sales 2014 by region network infrastructure software, hardware and services, which we offer through Nokia Networks; mapping and location intelligence, 3 6 which we provide through HERE; and advanced 2 technology development and licensing, 1 which we pursue through Nokia Technologies. 5 Each of these businesses is a leader in its respective field. A Through our three businesses, we have a global presence with operations and B research and development (“R&D”) facilities 2 in Europe, North America and Asia, sales in 4 approximately 140 countries, and we employ 3 approximately 62 000 people. We are also 1 a major investor in R&D, with expenditure through the three businesses amounting to more than EUR 2.5 billion in 2014. 1 Nokia Networks €11 198m (-1%) 1 Europe €3 886m (-1%) A Mobile Broadband €6 039m (+13%) 2 Middle East & Africa €1 100m (-6%) B Global Services €5 105m (-11%) 3 Greater China €1 410m (+17%) 2 HERE €970m (+6%) 4 Asia-Pacific €3 364m (-2%) 3 Nokia Technologies €578m (+9%) 5 North America €1 919m (+16%) 6 Latin America €1 053m (-20%) Year-on-year change is in parentheses. 140+ Sales in over 140 countries in 2014 61 656 Employees at December 31, 2014 (2013: 55 244) 02 NOKIA IN 2014 Overview Nokia Networks HERE Nokia Technologies Nokia Networks is the largest of our HERE is a global leader in the mapping and Nokia Technologies is a leading innovator businesses. As the world’s mobile broadband location intelligence business. HERE builds of the core technologies enabling the specialist, we help our customers to bring high-definition (“HD”) maps and combines Programmable World, where everything their subscribers unrivalled quality of them with cloud technology to enable rich, and everyone will be connected. Nokia experience, to maximize the value of their real-time location experiences in a broad Technologies is expanding Nokia’s successful subscriber base and to run extremely efficient range of connected devices from patent licensing program and licensing mobile networks. smartphones and tablets to wearables proprietary technologies to enable its and vehicles. customers to build better products. Ranked third in terms of market share in mobile radio networks and telecommunications In the automotive segment HERE is a clear Nokia Technologies is also helping customers services, Nokia Networks is a significant player leader, with its maps powering four out of five leverage the value of the Nokia brand in the in its chosen markets and, with sales in over in-car navigation systems in North America consumer device space, starting with the 120 countries, served by approximately and Europe, and its location platform is used Nokia N1 Android™ tablet(2). 54 600 employees, it has the global reach by leading internet companies. and scale to deliver high-quality solutions Finally, the Nokia Technologies incubation to the largest operators. All in all, more than 13 million cars were sold program focuses on developing new ideas with HERE maps on board during 2014. HERE and prototypes. All of these activities are Nokia Networks has more than 100 years offers maps for more than 190 countries, supported by its world-class Nokia Labs R&D of experience in telecommunications, drive navigation for 118 countries and live team, which is continuing more than two from 2G to 3G to 4G (“LTE”) and now the traffic information for 44 countries. decades of Nokia leadership in multimedia, emerging 5G, and it has always been—and connectivity, sensing and material intends to remain—at the cutting edge of technologies as well as imaging, audio, mobile technology. web and cloud technologies. €11 198m €970m €578m Net sales 2014 (2013: €11 282m) Net sales 2014 (2013: €914m) Net sales 2014 (2013: €529m) €1 210m €(32)m €343m Operating profit 2014 (2013: €420m) Operating loss(1) 2014 (2013: €(154)m) Operating profit 2014 (2013: €310m) €1 786m €545m €161m R&D expenses 2014 R&D expenses 2014 R&D expenses 2014 (2013: €1 822m) (2013: €648m) (2013: €147m) (1) Excludes a goodwill impairment charge of €1 209m which resulted in an operating loss of €1 241m in 2014. Derived from our financial statements which were prepared in accordance with International Financial Reporting Standards, IFRS. (2) Android is a trademark of Google Inc. NOKIA IN 2014 03 2014—A year of reinvention March April May June March 24, 2014 April 25, 2014 May 12 and May 15, 2014 June 17, 2014 Nokia Networks completed Nokia completed the sale Nokia’s credit rating was Nokia’s Annual General the acquisition of Mesaplexx of substantially all of its upgraded by both Moody’s Meeting resolved to Pty Ltd., including its Devices & Services and Standard & Poor’s, distribute an ordinary compact, high-performance business to Microsoft. respectively, supporting dividend of EUR 0.11 per radio frequency filter The transaction, which also Nokia’s long-term target share for the fiscal year technology which can be included an agreement to of re-establishing its 2013 and a special used to reduce the size license patents to Microsoft, investment grade dividend of EUR 0.26 per of a radio base station. was originally announced credit rating. share. The Annual General on September 3, 2013. Meeting also selected a May 28, 2014 new Board of Directors April 29, 2014 HERE completed the for a term ending at ■ The Nokia Board of acquisition of Desti, which the close of the Annual Directors appointed helps travelers find what General Meeting in 2015. Rajeev Suri as the they are looking for by Risto Siilasmaa continued President and Chief using artificial intelligence to serve as the Chairman Executive Officer and natural language of the Board of Directors.