As filed with the Securities and Exchange Commission on 2 March ~~4, 2021~~2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 December ~~31, 2020~~2022

Commission file number 1-13202

Nokia ~~Corporation~~Corporation

(Exact name of Registrant as specified in its charter)

Republic of Finland

(Jurisdiction of incorporation)

Karakaari 7FI-02610Espoo, Finland

(Address of principal executive offices)

Esa Niinimäki ~~Deputy~~, Chief Legal Officer, ~~Corporate,~~ Telephone: ~~+358~~+358 (0) 10 44 88 000, Facsimile: +358 (0) 10 44 81 002,

Karakaari 7, FI-02610Espoo, Finland

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”):


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares	NOK	New York Stock Exchange
Shares		New York Stock Exchange
~~Shares~~		~~New York Stock Exchange~~⁽¹⁾

(1) Not for trading, but only in connection with the registration of American Depositary Shares representing these shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: None

Indicate the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered by the annual report. Shares:5 ~~653 886 159.~~632 297 576.


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes ◻⌧ No ⌧◻
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.	Yes ◻ No ⌧
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).	Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”,~~filer,” “smaller reporting

company” or “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ⌧	Accelerated filer ◻
Non-accelerated filer ◻	Smaller reporting company ◻☐
Emerging growth company ◻☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.	⌧☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.	☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).	☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ◻

International Financial Reporting Standards as issued by the International Accounting Standards Board ⌧

Other ◻


If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.	Item 17 ◻ Item 18 ◻
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule ~~12b-~~212b-2 of the Exchange Act).	Yes ◻☐ No ⌧

Table of Contents

Cross-reference table to Form 20-F

Form 20-F Item Number		Form 20-F Heading	Section in Document

ITEM	1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	N/A
ITEM	2	OFFER STATISTICS AND EXPECTED TIMETABLE	N/A
ITEM	3	KEY INFORMATION
	3A	~~Selected Financial Data~~[Reserved]	~~Operating and financial review and prospects—Selected financial data~~
	3B	Capitalization and Indebtedness	N/A
	3C	Reasons for the Offer and Use of Proceeds	N/A
	3D	Risk Factors	Operating and financial review and prospects—Risk factors
ITEM	4	INFORMATION ON THE COMPANY
	4A	History and Development of the Company	Cover ~~page, Overview,~~page; Business overview; Introduction and use of certain terms; Business overview—Our history; Operating and financial review and prospects—Liquidity and capital resources; Operating and financial review and prospects—Shares and shareholders; Operating and financial review and prospects—Significant subsequent events; Financial statements—Notes to consolidated financial statements—Note 5, Segment information; Other information—Investor information; Other information—Contact Information
	4B	Business Overview	Business overview; ~~Operating and financial review and prospects—Principal industry trends;~~Business overview—Our strategy; Operating and financial review and prospects—Liquidity and capital resources; Financial statements—Notes to consolidated financial statements—Note 5, Segment information; General facts on Nokia—Government regulation
	4C	Organizational Structure	Business overview—~~Key highlights~~Nokia in ~~2020;~~2022; Financial statements—Notes to consolidated financial statements—Note 5, Segment information; Financial statements—Notes to consolidated financial statements—Note ~~32,~~29, Principal Group companies; Financial statements—Notes to consolidated financial statements—Note 1, Corporate information
	4D	Property, Plants and Equipment	Business overview; Financial statements—Notes to consolidated financial statements—Note 2, Significant accounting policies; Financial statements—Notes to consolidated financial statements—Note ~~6, Discontinued operations; Financial statements—Notes to consolidated financial statements—Note 15,~~14, Property, plant and equipment; ~~General facts on Nokia—~~Business overview—Supply chain, sourcing and manufacturing
	4A	UNRESOLVED STAFF COMMENTS	None
ITEM	5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS
	5A	Operating Results	~~Operating and financial review and prospects—Principal industry trends;~~Business overview—Our strategy; General facts on Nokia—Government regulation; Financial statements—Notes to consolidated financial statements—Note 2, Significant accounting policies; Financial statements—Notes to consolidated financial statements—Note ~~36,~~32, Financial risk management
	5B	Liquidity and Capital Resources	Operating and financial review and prospects—Liquidity and capital resources; Financial statements—Notes to consolidated financial statements—Note ~~24,~~21, Fair value of financial instruments; Financial statements—Notes to consolidated financial statements—Note ~~25,~~22, Derivative ~~financial instruments;~~and firm commitment assets and liabilities; Financial statements—Notes to consolidated financial statements—Note ~~30,~~27, Commitments, contingencies and legal proceedings; Financial statements—Notes to consolidated financial statements—Note ~~36,~~32, Financial risk management
	5C	Research and Development, Patents and Licenses etc.	Business overview—~~Innovation;~~Our strategy; Business overview—Nokia ~~Technologies—Research and development; Business overview—Nokia Technologies—Patents and licenses;~~Technologies; Operating and financial review and prospects—Results of operations; Operating and financial review and prospects—Results of segments
	5D	~~Trends~~Trend Information	Business overview; ~~Operating and financial review and prospects— Principal industry trends~~Business overview—Our strategy
	5E	~~Off-Balance Sheet Arrangements~~Critical Accounting Estimates	Operating and financial review and prospects—Liquidity and capital ~~resources—Off-Balance Sheet Arrangements;~~resources; Financial statements—Notes to consolidated financial statements—Note ~~36,~~4, Use of estimates and critical accounting judgements; Financial statements—Notes to consolidated financial statements—Note 32, Financial risk management; Financial statements—Notes to consolidated financial statements—Note ~~30,~~27, Commitments, contingencies and legal proceedings
	5F	~~Tabular Disclosure of Contractual Obligations~~	Financial statements—Notes to consolidated financial statements—Note 30, Commitments, contingencies and legal proceedings; Financial statements—Notes to consolidated financial statements—Note 36, Financial risk management
	5G	~~Safe Harbor~~	~~Forward-looking statements~~

2

Table of Contents

Form 20-F Item Number		Form 20-F Heading	Section in Document

	6D	Employees	Operating and financial review and prospects—Sustainability and corporate responsibility
	6E	Share Ownership	Corporate governance—Compensation—Remuneration ~~Report;~~Report 2022; Corporate governance—Corporate governance ~~statement—Share ownership of the Board of Directors and the Nokia Group Leadership Team;~~statement; Financial statements—Notes to consolidated financial statements—Note ~~26,~~23, Share-based payments
ITEM	7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
	7A	Major Shareholders	Operating and financial review and prospects—Shares and shareholders
	7B	Related Party Transactions	Financial statements—Notes to consolidated financial statements—Note ~~35,~~31, Related party transactions
	7C	Interests of Experts and Counsel	N/A
ITEM	8	FINANCIAL INFORMATION
	8A	Consolidated Statements and Other Financial Information	Financial statements; Reports of independent registered public accounting ~~firms;~~firm; Operating and financial review and prospects—~~Dividend;~~Shares and shareholders—Dividend and share buybacks; Financial statements—Notes to consolidated financial statements—Note ~~30,~~27, Commitments, contingencies and legal matters
	8B	Significant Changes	Operating and financial review and prospects—Significant subsequent events; Financial statements—Notes to consolidated financial statements—Notes ~~37,~~33, Subsequent events
ITEM	9	THE OFFER AND LISTING
	9A	Offer and Listing Details	Operating and financial review and prospects—Shares and ~~shareholders,~~shareholders; Other information—Investor information—Stock exchanges
	9B	Plan of Distribution	N/A
	9C	Markets	Operating and financial review and prospects—Shares and shareholders; Financial statements—Notes to consolidated financial statements—Note 1, Corporate information; Investor information; Other information—Investor information—Stock exchanges
	9D	Selling Shareholders	N/A
	9E	Dilution	N/A
	9F	Expenses of the Issue	N/A
ITEM	10	ADDITIONAL INFORMATION
	10A	Share capital	N/A
	10B	Memorandum and Articles of Association	Operating and financial review and prospects—Articles of Association; Other information—Exhibits
	10C	Material Contracts	Business overview—Our history; Other information—Exhibits
	10D	Exchange Controls	General facts on Nokia—Controls and procedures—Exchange controls
	10E	Taxation	General facts on Nokia—Taxation
	10F	Dividends and Paying Agents	N/A
	10G	Statement by Experts	N/A
	10H	Documents on Display	Other information—Investor information—Documents on display
	10I	Subsidiary Information	N/A
ITEM	11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	~~Operating and financial review and prospects—Principal industry trends;~~Business overview—Our strategy; Financial statements—Notes to consolidated financial statements—Note ~~36,~~32, Financial risk ~~management, —Note 22,~~management; Financial statements—Notes to consolidated financial statements—Note 19, Other comprehensive income
ITEM	12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
	12A	Debt Securities	N/A
	12B	Warrants and Rights	N/A
	12C	Other Securities	N/A
	12D	American Depositary Shares	General facts on Nokia—American Depositary Shares; Introduction and use of certain terms
ITEM	13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	None
ITEM	14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	None
ITEM	15	CONTROLS AND PROCEDURES	Corporate governance—~~Regulatory framework—~~Corporate governance statement—Risk management, internal control and internal audit functions at Nokia; General facts on Nokia—Controls and procedures

3

	~~Form 20-F~~ ~~Item Number~~ITEM		~~Form 20-F Heading~~16	~~Section in Document~~[Reserved]

~~ITEM~~	16A	AUDIT COMMITTEE FINANCIAL EXPERT	Corporate governance—Corporate governance statement—~~Members of the~~ Board of Directors—Committees of the Board of Directors
	16B	CODE OF ETHICS	Corporate governance—Corporate governance statement—~~Members of the Board of Directors—Further information;~~Regulatory Framework; Operating and financial review and prospects—Sustainability and corporate responsibility; Other information—Exhibits
	16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	Corporate governance—Corporate governance statement—Auditor fees and ~~services,~~services; Corporate governance—Corporate governance statement—Audit Committee pre-approval policies and procedures
	16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	None

Table of Contents

Forward-looking statements

Certain statements contained in this ~~Annual Report~~report constitute "forward-looking ~~statements".~~statements." Forward-looking statements provide Nokia's current expectations of future events and trends based on certain assumptions and include any statement that does not directly relate to any current or historical fact. The words “believe”, “expect”, “expectations”, “anticipate”, “foresee”, “see”, “target”, “estimate”, “designed”, “aim”, “plan”, “intend”, “influence”, “assumption”, “focus”, “continue”, “project”, “should",“believe,” “expect,” “expectations,” “anticipate,” “foresee,” “see,” “target,” “estimate,” “designed,” “aim,” “plan,” “intend,” “influence,” “assumption,” “focus,” “continue,” “project,” “should," "is ~~to", "will”, "strive",~~to," "will,” "strive," "may" or similar expressions as they relate to us or our management are intended to identify these forward-looking statements, as well as statements regarding:

A)	business strategies, market expansion, growth management, and future industry trends and megatrends and our plans to address them;

B)	future performance of our businesses and any future distributions and dividends;

C)

expectations and targets regarding financial performance, results, operating expenses, cash flows, taxes, currency exchange rates, hedging, cost savings and competitiveness, as well as results of operations including targeted synergies and those related to market share, prices, net sales, income and margins;

D)	expectations, plans, timelines or benefits related to changes in our organizational and operational structure;

E)

market developments in our current and future markets and their seasonality and cyclicality, including the ~~communication~~communications service provider market, as well as general economic conditions, future regulatory developments and the expected impact, timing and duration of the COVID-19 pandemic on our businesses, our supply chain, our customers’ businesses and the general market and economic conditions;

F)	our position in the market, including product portfolio and geographical reach, and our ability to use the same to develop the relevant business or market and maintain our order pipeline over time;

G)	any future collaboration or business collaboration agreements or patent license agreements or arbitration awards, including income from any collaboration or partnership, agreement or award;

H)

timing of the development and delivery of our products and services, including our short term and longer term expectations around the deployment of 5G and our ability to capitalize on such deployment as well as use our global installed base as the platform for success in 5G, and the overall readiness of the 5G ecosystem;services;

I)	the outcome of pending and threatened litigation, arbitration, disputes, regulatory proceedings or investigations by authorities;

J)

restructurings, investments, capital structure optimization efforts, divestments and our ability to achieve the financial and operational targets set in connection with any such restructurings, investments, and capital structure optimization efforts including our ~~2019-2020~~ongoing cost savings program;

K)	future capital expenditures, temporary incremental expenditures or other R&D expenditures to develop or rollout new ~~products, including 5G;~~products; and

L)	the sustainability and corporate ~~responsibility contained in the sustainability and corporate responsibility section of this Annual Report on Form 20-F.~~responsibility.

These statements are based on management’s best assumptions and beliefs in light of the information currently available to it and are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. These statements are only predictions based upon our current expectations and views of future events and developments and are subject to risks and uncertainties that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Risks and uncertainties that could affect these statements include but are not limited to the risk factors specified under ~~“Operating and financial review and prospects~~-~~Risk~~the section “Risk factors” of this ~~Annual Report on Form 20-F~~report and in our other filings or documents furnished with the U.S. Securities and Exchange Commission. Other unknown or unpredictable factors or underlying assumptions subsequently proven to be incorrect could cause actual results to differ materially from those in the forward-looking statements. We do not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

5

Table of Contents

Introduction and use of certain terms

Nokia Corporation is a public limited liability company incorporated under the laws of the Republic of ~~Finland.~~Finland and registered to the Finnish Trade Register since 1896. In this Annual Report on Form 20-F, any reference to ~~“we”, “us”,~~“we,” “us,” “the ~~Group”,~~Group,” “the company” or “Nokia” means Nokia Corporation and its consolidated subsidiaries and generally Nokia’s continuing operations, except where we separately specify that the term means Nokia Corporation or a particular subsidiary or business segment only or our discontinued operations. References to “our ~~shares”~~shares,” matters relating to our shares or matters of corporate governance refer to the shares and corporate governance of Nokia Corporation.

Nokia Corporation has published its consolidated financial statements in euro for periods beginning on or after 1 January 1, 1999. In this Annual Report on Form 20-F, references to ~~“EUR”,~~“EUR,” “euro” or “€” are to the common currency of the European Economic and Monetary Union, references to ~~“dollars”,~~“dollars,” “US ~~dollars”,~~dollars,” “USD” or “$” are to the currency of the United States, and references to “Chinese yuan” or “Chinese yuan renminbi” or “CNY” are to the official currency of the People’s Republic of China. Solely for the convenience of the reader, this Annual Report on Form 20-F contains conversions of selected euro amounts into US dollars at specified rates or, if not so specified, at the year-end rate of 1.2271 US dollars per euro, and conversions of selected euro amounts into Chinese yuan renminbi at specified rates or, if not specified, at the year-end rate 8.0225 Chinese yuan renminbi per euro. The referred year-end rates were the European Central Bank reference rates on December 31, 2020. No representation is made that the amounts have been, could have been or could be converted into US dollars or Chinese yuan at the rates indicated or at any other rates.

Additional terms are defined in the ~~"Glossary".~~"Glossary."

The information contained in, or accessible through, the websites linked throughout this ~~annual report~~Annual Report on Form 20-F is not incorporated by reference into this document and should not be considered a part of this document.

Nokia Corporation furnishes Citibank, N.A., as Depositary, with its consolidated financial statements and a related audit opinion of our independent auditors annually. These financial statements are prepared on the basis of International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and in conformity with IFRS as adopted by the European Union. In accordance with the rules and regulations of the SEC, we do not provide a reconciliation of ~~net income and shareholders’ equity in~~ our consolidated financial statements to the generally accepted accounting principles in the ~~United States,~~US, or US GAAP. We also furnish the Depositary with quarterly reports containing unaudited financial information prepared on the basis of IFRS, as well as all notices of shareholders’ meetings and other reports and communications that are made available generally to our shareholders. The Depositary makes these notices, reports and communications available for inspection by record holders of American Depositary Receipts (ADRs), evidencing American Depositary Shares (ADSs), and distributes to all record holders of ~~ADRs~~ADR notices of shareholders’ meetings received by the Depositary.

In addition to the materials delivered to holders of ADRs by the Depositary, holders can access our consolidated financial statements, and other information included in our annual reports and proxy materials, at nokia.com/financials. This ~~annual report~~Annual Report on Form 20-F is also available at nokia.com/financials as well as on Citibank’s website at https://app.irdirect.net/company/49733/hotline/⁽¹⁾. Holders may also request a hard copy of this annual report by calling the toll-free number 1-877-NOKIA-ADR (1-877-665-4223), or by directing a written request to Citibank, N.A., Shareholder Services, PO Box 43077, Providence, RI 02940-3081, United States. With each annual distribution of our proxy materials, we offer our record holders of ADRs the option of receiving all of these documents electronically in the future.

~~(1)None of the information contained on the https://app.irdirect.net/company/49733/hotline/ website constitutes a part of this filing and such information is not incorporated by reference herein.~~

6

Table of Contents

Nokia Annual Report on Form 20-F 2022

Contents


Business overview	8
~~Key highlights~~Nokia in 2022	89
Letter from our President and CEO	1014
Our strategy	1216
Our history	18
~~Innovation~~	19
~~Nokia Bell Labs~~	19
~~Sales and Marketing~~	21
~~Business groups~~Customer Experience	2223
~~Mobile Networks~~	22
~~Global Services~~Business groups	24
~~Fixed Networks~~Network Infrastructure	2524
~~IP/Optical~~Mobile Networks	26
~~Nokia Software~~Cloud and Network Services	2728
Nokia ~~Enterprise~~Technologies	2930
~~Nokia Technologies~~Supply chain, sourcing and manufacturing	32
~~Principal industry trends~~	34
Corporate governance	3634
Corporate governance statement	3735
Compensation	5250
Operating and financial review and prospects	6562
Selected financial data	6663
Operating and financial review	6764
~~Our response to COVID-19~~Sustainability and corporate responsibility	7971
~~Sustainability~~Shares and ~~corporate responsibility~~shareholders	8088
~~Shares and shareholders~~Articles of Association	8592
~~Articles of Association~~Risk factors	8994
~~Risk factors~~Significant subsequent events	91
~~Significant subsequent events~~	~~108~~110
General facts on Nokia	~~109~~111
American Depositary Shares	~~110~~
~~Supply chain and manufacturing~~	~~110~~
~~Controls and procedures~~	~~111~~
~~Government regulation~~	~~111~~
~~Sales in United States-sanctioned countries~~	112
~~Taxation~~Controls and procedures	112
~~Key ratios~~Government regulation	~~115~~113
Sales in United States-sanctioned countries	113
Taxation	114
Key ratios	116
Alternative performance measures	~~115~~117
Financial statements	~~116~~121
Consolidated statements	~~117~~122
Notes to consolidated financial statements	~~122~~127
Reports of independent registered public accounting firms	~~176~~177
Other information	180
Exhibits	181
Glossary	182
Investor information	186
Contact information	187
Signatures	188

7

Table of Contents

Business overview

~~Key highlights~~Contents


Nokia in 2022	9
Letter from our President and CEO	14
Our strategy	16
Our history	21
Customer Experience	23
Business groups	24
Network Infrastructure	24
Mobile Networks	26
Cloud and Network Services	28
Nokia Technologies	30
Supply chain, sourcing and manufacturing	32

~~Humanity, connected~~

~~The world has made it through a uniquely difficult year.~~

~~We lived, learned, worked and socialized online. It was a vast change, which happened quickly and without warning. Our customers were put under immense pressure. But with our help, they delivered.~~

~~This reminds us that connectivity is not a ‘nice to have’. It is a fundamental part of modern society, one that Nokia has a responsibility to provide.~~

And we are doing so. In 2020 our products and services underpinned new innovations in efficient public services, remote education, optimized logistics, smart healthcare, digital startups, clean energy generation, waste-free manufacturing and traditional networking, among many other uses. We carried out this work with a permanent focus on security, value and performance.

~~This is the connectivity that the world deserves. We will continue to deliver it.~~

8

Table of Contents

Nokia in 2022

The platform for our future

The Nokia platform guides everything we do across our global organization. Its three elements shape our ambition, our strategy and our culture.

Our purpose

At Nokia, we create technology that helps the world act together.

While our lives may be getting longer, healthier and richer, the world is facing fundamental challenges: Productivity is stalling, pressure on the planet is increasing and access to opportunity remains stubbornly unequal.

Digitalization is central to the solution.

We see the potential of digital to transform business, industry and society. When the world’s organizations, machines and devices are in sync with each other and the people they serve, a new capability unfolds to create a more productive, sustainable and accessible future.

Our commitment

We are delivering the next evolution in critical networking through technology leadership and trusted partnerships.

We are meeting the new demands placed on networks through the next evolution of networking where networks meet cloud with ‘networks that sense, think and act’.

These networks go beyond connecting people and things, bits and bytes. They’re adaptable, autonomous, and consumable. They’re alive with intelligence and enable people, machines and devices to interact in real time, like never before.

Critically, ‘networks that sense, think and act’ are creating new opportunities for our customers and partners, both existing and new, to access and harness the full power of networking like never before. How?

◾	By ‘sensing’ and understanding human and machine parameters using next generation mobile and optical technologies

◾	By ‘thinking’ of actions before a fault occurs in the network or in an enterprise using next generation analytics and AI

◾	By ‘acting’ to connect humans and machines alike by enabling wide area or local area networks.

Essentials

Our essentials highlight the culture we are creating for our people, customers and partners.

As we seek to realize the full potential of digital in every industry, acting as a collaborative partner to our customers and pioneering the next evolution of networks, we are creating the culture needed to drive the future growth of Nokia.

◾	Open - in mindset, to opportunity, through/with transparency

◾	Fearless - bringing authenticity, sharing ideas and opinions, embracing collaboration

◾	Empowered - to make decisions, to act with clear accountability.

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Table of Contents

Helping the world act together

At Nokia, we create technology that helps the world act together.

As a B2B technology innovation leader, we are pioneering the future where networks meet cloud to realize the full potential of digital in every industry.

Through networks that sense, think and act, we work with our customers and partners to create the digital services and applications of the future.

Our products, solutions and services can drive social, environmental, and economic progress. Digitalization and connectivity can have a critical role in solving some of the world’s greatest challenges including stalled productivity, climate change and unequal access to opportunity. Our products and solutions bring digitalization to physical industries and cities, helping them decarbonize and increase efficiency, productivity and safety.

Regional split of employees and net sales⁽¹⁾

(1) Regional net sales figures exclude net sales of Submarine Networks business.

Global reach

Our technology solutions enable critical networks for communications service providers (CSPs) and enterprises around the world.

Net sales in 2022

EUR 24.9bn

Countries of operation

~130

Average number of employees in 2022

~86 900

10

Table of Contents

Financial Highlights


	2022	2021	2020
For the year ended 31 December, Continuing operations	EURm	EURm	EURm
Net sales	24 911	22 202	21 852
Gross profit	10 222	8 834	8 193
Gross margin	41.0%	39.8%	37.5%
Operating profit	2 318	2 158	885
Operating margin	9.3%	9.7%	4.0%
Profit/(loss) for the year	4 210	1 654	(2 513)
	EUR	EUR	EUR
Earnings per share, diluted	0.74	0.29	(0.45)
Proposed dividend per share⁽¹⁾	0.12	0.08	0.00

	2022	2021	2020
31 December	EURm	EURm	EURm
Net cash and interest-bearing financial investments⁽²⁾	4 767	4 615	2 485

(1) The Board of Directors proposes to the Annual General Meeting to be authorized to decide in its discretion on the distribution of an aggregate maximum of EUR 0.12 per share as dividend from the retained earnings and/or as assets from the reserve for invested unrestricted equity.

(2) Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures, refer to ”Alternative performance measures” section.

Shareholder distributions

Dividend per share proposed in respect of 2022⁽¹⁾

EUR 0.12

Ongoing share buyback program announced in 2022

EUR 600m

over 2 years

~~Financial highlights~~

(1)

~~Business groups~~

~~Mobile Networks~~

~~Higher quality and more reliable mobile broadband experiences~~

~~Global Services~~

~~Helping customers navigate complexity~~The Board of Directors proposes to ~~transform and digitalize their business~~

~~Fixed Networks~~

~~Using intelligent access~~the Annual General Meeting to ~~create networks that are faster, better, smarter~~

~~IP/Optical Networks~~

~~Massively scalable networks that underpin~~be authorized to decide in its discretion on the ~~digital world’s dynamic interconnectivity~~distribution of an aggregate maximum of EUR 0.12 per share as dividend from the retained earnings and/or as assets from the reserve for invested unrestricted equity.

Strengthening our technology leadership

R&D investment since 2000

EUR 140bn+

Patent families declared as essential to 5G

4 500+

Nobel Prizes awarded for ground-breaking achievements in global innovation

9

Promoting freedom of expression and privacy

In 2022, we completed our second independent Global Network Initiative (GNI) assessment. GNI Participants commit to implementing the organization’s Principles on Freedom of Expression and Privacy, providing direction and guidance to the ICT industry and its stakeholders on advancing human rights.

Refer to the “Sustainability and Corporate Responsibility” section for more information on our sustainability and corporate responsibility work.

At the beginning of 2022, we joined the RE100 initiative to help further solidify our work towards 100% renewable electricity across our facilities by 2025.

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Our business groups

Nokia has four business groups with each business group aiming to become a technology and market leader in their respective sector.

Network Infrastructure

Network Infrastructure provides fiber, fixed wireless access technologies, copper, IP routing, data center, subsea and terrestrial optical networks – along with related services – to customers including communications service providers, webscales (including hyperscalers), digital industries and governments.

Mobile Networks

Mobile Networks creates products and services covering all network generations. Its portfolio includes products for radio access networks (RAN) and microwave radio links for transport networks, solutions for network management as well as network planning, optimization, network deployment and technical support services.

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Cloud and Network Services

Cloud and Network Services enables CSPs and enterprises to deploy and monetize 5G, cloud-native software and as-a-Service delivery models.

~~Nokia Software~~

~~Intelligent software platforms optimizing and automating network performance~~

~~Nokia Enterprise~~

~~Digitalizing asset-intensive industries with mission and business-critical needs~~

~~Nokia Technologies~~

~~Technology designed to bring the human family closer together~~

~~Reportable segments~~

In 2020, Nokia had three reportable segments. Nokia also discloses segment-level data for Group Common and Other. For more details, refer to Note 5, Segment information, in the consolidated financial statements.

~~Networks~~

Nokia provides net sales disclosure for the following businesses within the Networks reportable segment: (i) Mobile Access (comprises Mobile Networks and Global Services operating segments), (ii) Fixed
~~Access (comprises Fixed Networks operating segment), (iii) IP Routing (comprises part of IP/Optical Networks operating segment)~~
~~and (iv) Optical Networks (comprises part~~
~~of IP/Optical Networks operating segment).~~

~~Nokia Software~~

~~Nokia Technologies~~

This Annual Report on Form 20-F describes the operations and performance of Nokia in 2020. During that time, Nokia had seven business groups and three reportable segments listed above. As of 2021, Nokia has a new operating model comprising four business groups that are also our reportable segments: (i) Mobile Networks, (ii) Network Infrastructure, (iii) Cloud and Network Services, and (iv) Nokia Technologies.

~~For the year ended December 31,~~
~~Continuing operations~~

~~2020~~

~~EURm~~

~~2019~~

~~EURm~~

~~2018~~

~~EURm~~

~~Net sales~~

~~21 852~~

~~23 315~~

~~22 563~~

~~Gross profit~~

~~8 193~~

~~8 264~~

~~8 312~~

~~Gross margin~~

~~37.5%~~

~~35.4%~~

~~36.8%~~

~~Operating profit/(loss)~~

~~885~~

~~485~~

~~(59)~~

~~Operating margin~~

~~4.0%~~

~~2.1%~~

~~(0.3)%~~

~~(Loss)/profit for the year~~

~~(2 513)~~

18

~~(549)~~

~~EUR~~

~~Earnings per share, diluted~~

~~(0.45)~~

~~0.00~~

~~(0.10)~~

~~Dividend per share~~⁽¹⁾

~~0.00~~

~~0.00~~

~~0.10~~

~~As of December 31~~

~~2020~~

~~EURm~~

~~2019~~

~~EURm~~

~~2018~~

~~EURm~~

~~Net cash and current financial investments~~

~~2 485~~

~~1 730~~

~~3 053~~

~~(1)~~

~~No dividend is proposed by the Board of Directors related to the financial year 2020.~~

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Letter from our President and CEO

“All four of our empowered and accountable business groups showed signs of acceleration this year, helping Nokia take another step towards our long-term target of growing faster than the market with a comparable operating margin of at least 14%.⁽¹⁾”

Pekka Lundmark, President and CEO

A year of acceleration

We said at the start of 2022 that it would be a year of acceleration, and I am pleased that we delivered what we promised. The Nokia team did a great job navigating geopolitical, economic and supply challenges, successfully executed our strategy and delivered a strong full-year performance. As a result, we achieved another year of solid growth while maintaining good profitability.

The reset we completed in ~~IPR~~2021 meant we began the year on a much stronger footing for the second phase of our three-part plan to reset, accelerate and scale our business with the aim of ensuring sustainable, profitable growth. The focus on strengthening our technology leadership and increasing our competitiveness helped us gain market share in many areas including new customer wins in rapidly growing markets like India.

One of our strategic priorities for 2022, and beyond, was to broaden our customer base and grow in Enterprise. I was delighted that we delivered on this aspiration with strong Enterprise net sales growth. Importantly we also achieved significant webscale customer wins and momentum continues to build in private wireless, where we had more than 560 customers at the end of 2022.

Our technology leadership was evident in many other areas, including IP Networks, where we started to deploy 800 Gigabit Ethernet (800GE) routing to give operators more capacity and greater energy efficiency. We also launched Nokia Lightspan MF-14, the world’s most advanced fiber platform, and carried out the first 100G passive optical network (PON) broadband demonstration in the US. Together with our partners, we set new records in 5G carrier aggregation and launched the world’s first commercial 5G standalone network with network slicing for Fixed Wireless Access services. We also launched the first complete 5G core solution in the Software-as-a-Service (SaaS) delivery model.

Nokia continued to invest in research and development and to ensure our technology leadership for the future. Construction work got underway on a new campus in Oulu, Finland, encompassing new facilities for R&D, manufacturing and office space, and we announced an ambitious redevelopment of our Ottawa campus, in Canada, to create a center of excellence for 5G, cybersecurity, AI and machine learning research.

This year was not without its challenges. Nokia strongly condemned the Russian invasion of Ukraine, and I am proud of our Ukrainian employees, who are bravely helping maintain customer networks and provide critical connectivity. It became clear in the early days of the invasion that our continued presence in Russia would no longer be possible, so we took the decision to exit the Russian market.

Progress across our business groups

All four of our empowered and accountable business groups showed signs of acceleration this year, helping Nokia take another step towards our long-term target of growing faster than the market with a comparable operating margin of at least 14%⁽¹⁾.

Network Infrastructure had another year of strong growth, with all four of its business divisions contributing, and significant operating margin expansion. Clear technology leadership across the portfolio and continued strong demand for fiber were the biggest drivers. We have now reached more than 100 customers for PSE-V, our advanced coherent optical solution, and more than 30 customers for our FP5 chipset.

Mobile Networks delivered on its ambition to return to growth in 2022 and improved profitability over the full year, driven by increased portfolio competitiveness and strong demand. We continued to win new 5G business and our ReefShark system-on-chip portfolio accounted for 97% of shipments by the end of the year, hitting the target of around 100%.

Cloud and Network Services grew its top line as it continued to make progress refocusing investments and rebalancing the portfolio. The launch of Nokia Cloud Native Communication Suite, giving customers greater energy efficiency, was a highlight. CNS also created a new business unit, focused on improving the returns on our customers’ network investment, launched several SaaS services, and expanded our campus private wireless leadership while targeting broader Enterprise Campus Edge opportunities.

Nokia Technologies continued to make good progress in growth areas with new licensing agreements in the automotive, consumer electronics and Internet of Things (IoT) sectors. We also continued to strengthen our portfolio, filing patents on over 1 700 new inventions last year and reaching over 4 500 patent families declared as essential to 5G.

Purpose drives our success

In ~~general, there~~2021 we introduced our new purpose—At Nokia, we create technology that helps the world act together. To ensure we achieve our company purpose, in 2022 we announced a Technology Strategy and a new Environmental, Social and Governance (ESG) Strategy to drive closer alignment of product development across our business with the aim of making ESG a competitive advantage for Nokia.

Technology Strategy

This strategy has ~~been~~seven pillars and has evolved out of our Technology Vision 2030, which identified the need for advanced networks and an ecosystem of partners to realize the potential of digitalization and the three main metaverses (Consumer, Enterprise and Industrial) we believe will emerge by the end of the decade.

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The seven technology pillars for Nokia’s differentiation are: innovation, sustainability, semiconductors, security, artificial intelligence, software and consumability.

Environmental, Social and Governance (ESG) Strategy

This strategy has five focus areas to ensure that sustainability is a fundamental part of how Nokia develops technology and makes business decisions.

The five ESG focus areas are: the environment, industrial digitalization, security and privacy, bridging the digital divide and responsible business.

People at the heart of our organization

In collaboration with our employees, we also created a new Nokia People Strategy to guide our daily work with the intention of putting our people at the heart of everything we do. Our goal is to create an environment in which all our people can thrive so that we can deliver on our purpose. We believe this approach will also help us attract, retain and develop the best talent.

Renewing our brand and strategy update

We recognized that we needed to refresh Nokia’s brand to reflect who we are today. In 2022 we began work on renewing our brand, and updating our strategy, to help reframe how customers, partners, stakeholders and current and potential employees perceive Nokia with the aim of asserting our leadership in networking technology when we launched our refreshed brand in early 2023.

Looking ahead

There were a number of challenges we had to overcome throughout the year, but I’m delighted we still managed to accelerate our performance and demonstrate the resilience of our business. Thanks to the team, we ended the year in a much stronger position and firmly on track to achieve our long-term business objectives. I firmly believe consistent execution and progressing towards our long-term targets will also enable us to deliver what is our ultimate objective – creating value for our shareholders.

Pekka Lundmark

President and CEO

“In collaboration with our employees, we also created a new Nokia People Strategy to guide our daily work with the intention of putting our people at the heart of everything we do. Our goal is to create an environment in which all our people can thrive so that we can deliver on our purpose.”

Momentum continues to build in private wireless, where at the end of 2022 we had

560+ customers

For PSE-V, our advanced coherent optical solution, we have now reached
100+ customers

and for our FP5 chipset

30+ customers

(1)

Non-IFRS measure. For the definition and reconciliation of non-IFRS measures to the most directly comparable IFRS measures, refer to ”Alternative performance measures” section.

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Our strategy

Our customers

We serve three customer segments: communications service providers, enterprises and licensees.

Networks play an increasingly important role in the economy and in society. As a result, we serve a growing number of customers who provide critical services to end-users. We distinguish three customer segments that we serve with our hardware, software and services portfolio: Communications services providers and enterprises, therein enterprise verticals and webscalers. In addition, we license our intellectual property to selected industries that benefit from our innovations, primarily in the mobile devices, automotive, consumer electronics and IoT industries.

Our analysis of the evolution of these segments is set out below.

1. Communications service providers (CSPs)

The CSPs estimated total addressable market (TAM) grew by 5% to EUR 110 billion from 2021 to 2022.

A communications service provider offers telecommunications services such as voice and/or data services through fixed and/or mobile connectivity to consumers, enterprises, governments and other communications service providers. Nokia maintains a consolidated view of the Nokia total addressable market based on multiple external analyst reports, customer and key competitor reported and announced insights as well as Nokia internal insights. We estimate the CSPs estimated total addressable market for Nokia grew by 5% to EUR 110 billion from 2021 to 2022. We expect it to only grow moderately, at a 1% compound annual growth rate (CAGR) between 2022-27. We expect the CSP radio access network (RAN) market outside China to continue to grow through 2023, and the declining investments in LTE and 2G/3G to start to offset 5G growth afterwards, resulting in flat outlook after 2023 through to 2027. We expect that fixed wireless access, fiber, IP routing and optical networks grow faster than the overall CSP market, driven by the continuous demand for higher speed access technologies at homes and workplaces. The 5G cycle will also yield growth in software, namely in 5G Core and in all software segments supporting 5G operability and monetization.

CSPs have kept their capital expenditure intensity flat, but increased ~~focus~~their earnings through automation, digitalization, shifts in channel mix, outsourcing and asset sales. We expect them to remain focused on ~~IPR protection~~the monetization of their connectivity strengths, and ~~licensing~~on cost optimization. They are also considering divesting from passive infrastructure and transitioning towards network sharing models. In areas in which the network is built for coverage, this might reduce demand for network vendor equipment. We have also seen the first examples of CSPs relying on webscalers to lead the transition to cloud-based operational and business models. When combined with open RAN standards that aim at splitting a base transceiver station into subcomponents with open interfaces, this may allow for new entrants into the market and increase competition. Conversely, it should also serve to accelerate innovation and create opportunities for market share gains for those investing in the technology.

Geopolitics and environmental criteria increasingly influence investment and vendor decisions. Security and sovereignty have become important factors across the vendor landscape. Government-funded broadband initiatives also provide additional funding for investments, for example in rural areas. Sustainability considerations such as green energy use, energy consumption reduction plans and circular economy approaches also shift the criteria for vendor selection.

2. Enterprises

Enterprise estimated TAM grew by 12% to EUR 16 billion from 2021 to 2022.

Enterprise TAM includes enterprise verticals and webscaler markets. The estimated enterprise TAM grew by 12% to EUR 16 billion from 2021 to 2022. We forecast this ~~trend~~market to grow strongly, at 8% CAGR until 2027, with the private wireless market reaching 27% CAGR.

Enterprise verticals

An enterprise vertical represents a grouping of companies by an industry that offers products and services that meet specific needs. We primarily focus on transportation and logistics, energy, manufacturing, and public sector verticals. This reflects our assessment that these are seeing the most significant digitalization over the coming years, as they automate many aspects of their operations. We project that growth will mainly be driven by private wireless and wireline networks in manufacturing, as well as in the public sector and in energy. We estimate that IP routing and optical networks will also continue to grow moderately in these segments.

Webscalers

Webscaler refers to companies that provide cloud-based solutions and services. Alphabet (Google Cloud Platform), Amazon (Amazon Web Services) and Microsoft (Azure) are the largest cloud players – also referred to as hyperscalers – operating on a global scale. Our TAM for webscalers consists mainly of optical networks and IP routing. Within optical networks, we expect that data center interconnect (DCI) will be a strong growth driver, while the increasing webscaler data traffic requires adoption of higher bit rate technologies also in IP routing.

The largest, global webscalers are also assuming an increasingly important role within the telecommunication domain. They target edge computing as the next growth engine for industrial automation workloads and low-latency applications. They also partner with CSPs to co-locate edge stacks on-premises and at metro sites. Additionally, they aim to run telecommunication network workloads on their cloud infrastructure. As such, webscalers are customers and potential partners, as well as potential competitors in some areas.

3. Licensees

Licensees refers to companies who have agreed licenses to use Nokia’s intellectual property. This includes the licensing of Nokia’s patent portfolio, the licensing of technologies for integration into consumer devices and licensing of the Nokia brand. The majority of Nokia Technologies’ revenues

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comes from patent licensing where we have agreements with most major smartphone vendors as well as licensing programs for consumer electronics, video services, automotive and the wider IoT domain. In total, we have more than 200 licensees across all our programs, including companies like Samsung, Lenovo, and Volkswagen.

Our strategy

Networks are the key enabler for the digitalization of industries and the realization of the broader potential of the metaverse. As a result, we see opportunity to grow our business, expand into adjacencies and transform our business model.

In 2021, Nokia set out its strategy to deliver sustainable, profitable growth by becoming a B2B technology innovation leader, accompanied by a new purpose and operating model. We set out actions to reset, accelerate, and then scale our business to lead in a world where widespread digitalization is gathering speed.

And as enterprises, webscalers and governments digitalize, they increasingly need the essential networking technology Nokia provides to succeed. Networks are critical to unlocking the enormous opportunities across industrial, enterprise and consumer spheres, as we outlined in our Technology Vision 2030.

As we move from the 5G era towards 5G-Advanced and 6G, the underlying networks will need to evolve. The networks of the next decade will need to meet the demands of fully immersive augmented and virtual reality, digital twins, and biosensors. These technologies will in turn unleash the full promise of the consumer, enterprise and industrial metaverses, which until now have only shown a glimpse of their potential. They will pave the way for true extended reality (XR) experiences, which will eventually lead to the merging of the physical and digital worlds and the enhancement of humans.

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Early metaverse applications are already visible in industries which use digital twins, where significant uplifts in productivity, sustainability and worker safety have been achieved. We have helped to pioneer these advances by collaborating with customers and partners.

The successful and rapid deployment of these technologies will require a fundamental shift in connectivity.

We are embracing this opportunity to pioneer the next evolution of networking, where networks meet cloud.

Our strategy

To reinforce our position as a leader and enabler of digitalization, we are confidently asserting the value we bring:

◾

Networking expertise: We know that accelerating the digital transformation of every industry will be critical to unlocking massive gains in sustainability, productivity, and accessibility – our networking expertise is increasingly valuable to customers and partners as they seek to maximize their growth.

◾	Technology leadership: We are specialists in the technology we deliver – with a laser-focus on delivering a best of breed technology portfolio.

◾

Pioneering innovation: Innovation runs through our business – across our evolving portfolio, in the disruptive research and game-changing programs at Nokia Bell Labs, in our work to build the device and application ecosystems needed for digitalization, and through our innovation programs where we bring emerging technology to life alongside our partners.

◾

Collaborative advantage: Collaboration is in our DNA, and we are valued for the trusted relationships we build with our customers. Today, we are going further: we know that realizing the potential of digital cannot be achieved alone, so we are focused on bringing the right partners and technologies together to create the digital services and applications of the future.

Our strategy consists of six pillars – key objectives that will define our success – and four enablers to help us get there.

The six pillars are:

1.	Grow CSP business faster than market

CSPs will continue to be our main customer segment. We will leverage our strong technological position, investment in technology leadership and emerging opportunities to grow our share in key markets, with geopolitical considerations supporting this ambition.

2.	Expand the share of enterprise in our business

Enterprise verticals and webscalers are deploying campus networks, wide area private wireless networks, enterprise physical networks, and data centers at an accelerated rate to digitalize their operations. Being a technology leader in all these domains, we pursue these opportunities to grow our enterprise business.

3.	Actively manage our portfolio

Maintaining our portfolio segments at number one or number two position, through several routes including active portfolio management, is critical for a profitable and sustainable business. There may be cases where a leadership position is not possible and for these cases, we will consider alternatives.

4.	Secure business longevity in Nokia Technologies

We are investing to ensure the sustained competitiveness of our patent portfolio. We will continue to pursue opportunities from sectors outside mobile devices, such as automotive, consumer electronics, IoT and video services.

5.	Build new business models

To broaden our customer base and change our margin profile, we see potential in new platform business models within the broader ecosystem. We engage with service providers, webscalers, industrial giants and emerging players like app developers and start-ups, to drive the creation of new products, services, and solutions, and to explore new business models including CloudRAN, Network as Code and as-a-Service.

6.	Develop ESG into a competitive advantage

ESG is increasingly important for customers, investors, regulators, partners, and Nokia employees. There is space in our industry to become the ‘trusted provider’ and Nokia aims to claim this position. Our ESG strategy lays out how we will do this and our specific areas of focus.

The six pillars are underpinned by four enablers:

1.	Develop future-fit-talent

We have launched and are executing a new people strategy focused on growth, skills, and development. We build the right future skills for our employees in the technical domains identified in our technology vision and strategy, and the commercial skills to support our expansion into new domains.

2.	Invest in long-term research

Sustained technology leadership is a key driver of our success: it requires us to anticipate, shape, and invest in the next technology waves and breakthroughs. We continue to invest in long-term research to ensure a leadership position in line with our Technology Vision 2030. We are also deeply engaged in leading and influencing standards and developing standard essential patents.

3.	Digitalize our own operations

We are increasing the digitalization of our own operations to lead by example with a set of ambitious, company-wide strategic initiatives to increase the company's performance and competitiveness, focused on efficiency, productivity and agility in internal operations, customer experience and R&D.

4.	Refresh our brand

With Nokia accelerating into the next phase of our growth strategy, we have refreshed our brand to reflect the focus of Nokia’s business as a B2B technology innovation leader. Our new visual identity is emblematic of an energized, dynamic and modern Nokia.

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Our path to continued technology leadership

As one of the industry’s leading investors in communication technology research and development (R&D), we drive innovation across a comprehensive portfolio of network equipment, software, services and licensing opportunities.

Nokia’s world-leading research and development

We have a global network of R&D centers, each with specialties and ecosystems built around both competence and technologies. Most of our R&D is conducted within the business group structures, and is further elaborated in the Business Group specific sections of this report.

Laying the path for Nokia’s future technology innovation and identifying the most promising areas for new value creation

While our business groups focus on near- to mid-term innovation, Nokia’s dedicated Strategy and Technology (S&T) organization is focused on longer-term technology cycles. S&T is responsible for developing a coherent corporate strategy and technology and architecture vision across the company, as well as implementing it in partnership with Nokia’s business groups. S&T drives company-wide internal technology alignment, and by transferring technologies to the business groups, it evolves the company’s technology portfolio to enable Nokia’s continued technology leadership.

Nokia Bell Labs continues its long-standing tradition of disruptive innovation within the fundamental technologies that underpin communications networks and systems. A key part of its mandate is to also explore concepts that generate growth opportunities in adjacent and emerging markets. Nokia has pioneered many of the foundational technologies of the 5G era. Now, our research is actively focusing on the future beyond 5G, so that we are firmly positioned to continue our leading role.

Nokia is investing to lead in the 5G-Advanced networks that are anticipated to begin appearing in 2025, while also already actively preparing for leadership in the 6G era. Hexa-X II, the second phase of the European Commission’s flagship 6G initiative for research into the next generation of wireless networks, was announced in October 2022 with Nokia as project lead, working closely with a strong consortium of European partners. Nokia was also named the overall leader for 6G-ANNA, a German state-funded 6G lighthouse project. Nokia is engaged in many other projects and initiatives with industry peers, customers, academia, and research institutions globally, spanning Europe, the U.S., and APAC, to form a common view and direction for 6G.

Nokia is a leader in passive optical networks (PON). Following our launch in 2020 of the first commercial 25G PON solution, Nokia Bell Labs invented the next generation solution, delivering a record-breaking 100 Gb/s on a single PON wavelength in 2022. World-class research on optical systems and devices innovations enabled record-breaking transmission speeds of up to 2 Tb/s on a single wavelength and Pb/s per fiber. Novel network architecture concepts that leverage artificial intelligence will allow for the frictionless deployment of cloud-native network services, and new business models across multiple stakeholders.

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We are actively engaged in leading and influencing standards and developing new standard-essential patents (SEPs), thus shaping future technologies and systems while contributing to our IPR portfolio.

We pursue future growth platforms through NGP Capital innovation outreach, and the in-house incubation and commercialization of venture projects. We are creating a strategic partner platform, as well as productive, global and multi-dimensional ecosystems for new business opportunities.

We are also focused on enabling Nokia as a best-in-class digital enterprise and identifying security requirements, trends and evolving risks, to position Nokia as a trusted security partner for the 5G era and beyond.

Our Technology Vision 2030

We see the network as critical to realizing the enormous range of potential that the metaverse opens in the industrial, enterprise and consumer spheres as we approach 2030.

Our Technology Vision provides directional input to Nokia’s technology strategy and roadmap, serving as a valuable platform for strategic engagement with our customers and key stakeholders. We periodically refresh our Technology Vision to ensure our outlook remains cutting-edge, with the latest iteration released in September 2022.

By 2030, the world will have undergone a significant transformation. The global rate of technology adoption will be driven by trends such as environmental sustainability and cybersecurity. Advances in semiconductors, software, artificial intelligence (AI) and machine learning (ML) will continue to accelerate. But it will be the development of technologies that power the metaverse, cloud and Web3 that will have the greatest transformative impact. We expect human augmentation technologies, such as extended reality (XR), and digital-physical fusion technologies, such as digital twins, to be the key drivers of network transformation as we enter an era of unprecedented immersive technology and industrial digitalization.

We see metaverse opportunities clearly differentiated between consumer, enterprise, and industrial. The enterprise metaverse has a predominantly IT-focus, while the industrial has its primary focus on operational, ‘mission-critical’ technologies. We believe that all three segments promise significant revenue potential by 2030, and we are already seeing very solid traction in the industrial metaverse in particular with the adoption of digital twins in numerous areas across design, production and logistics.

We see the network as the key enabler of metaverse opportunities – and the expectations on its capabilities will be stretched beyond what is possible today. The key attributes of the new network include:

◾	Radically enhanced performance, extreme capacity and optimization for a wide range of user-specific needs

◾	Heightened sensing and context-awareness; dynamically and automatically adapting connectivity

◾	100% cloud-native design, supporting a distributed architecture and openness through developer-friendly application programming interfaces (APIs)

◾	Efficiency, resilience, and agility, with zero-touch management and AI/ML-driven, intent-based autonomy

◾	Security and energy efficiency features, designed-in as core requirements.

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The network will need to transform to meet these challenges alongside new paradigms, such as networks of networks, specialized sub-networks, and enriched ‘Network-as-a-Service’ capabilities.

We strongly believe that the opportunities of the metaverse will be realized by a multi-party value ecosystem, centered around the new network capabilities and as-a-service propositions. No single company will be able to provide all the solutions, and we expect a rich ecosystem to develop around collaboration, co-innovation and partnering. Nokia is strongly positioned to lead these collaborative advantages.

Our history

Nokia has been adapting to the needs of an ever-changing world for over 155 years.

Milestones

1865

Founded as a single paper mill operation

1960s

Nokia becomes a conglomerate comprising rubber, cable, forestry, electronics and power-generation businesses

2007

Entered a joint venture with Siemens, combining mobile and fixed-line phone network equipment businesses and creating Nokia Siemens Networks (NSN)

2011

Entered a strategic partnership with Microsoft to address increasing competition from iOS and Android operating systems

2011

Acquired the wireless network equipment division of Motorola

2013

Purchased Siemens’ stake in NSN

2014

Sold the Devices and Services business to Microsoft

2016

Acquired Alcatel-Lucent, including Bell Labs, creating an innovation leader in next-generation technology and services

2017

Created Nokia Shanghai Bell, a joint venture between Nokia and China Huaxin, integrating Alcatel-Lucent Shanghai Bell Co. Ltd and Nokia China

2017-2021

Additional acquisitions enhancing our technology leadership such as:

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Deepfield, the US-based leader in real-time analytics for IP network performance management and security; Comptel, a Finland-based telecommunications software company; Unium, a Seattle-based software company that specializes in solving complex wireless networking problems for use in mission-critical and residential Wi-Fi applications; and Elenion, a US-based company focusing on silicon photonics technology

2022

Brought 6G vision to life with DOCOMO and NTT

Innovations

1926

Brought sound to motion pictures*

1947

Developed the transistor, a tiny device that revolutionized the entire electronics industry*

1954

Created the solar cell, enabling the conversion of the sun's energy into electricity*

1958

Developed the laser, creating the foundation for fiber optics*

1962

Launched the first communications satellite, Telstar 1, into orbit enabling the first ever broadcast of live television between the US and Europe*

1969

Developed Unix, the software system that made the large-scale networking of diverse computing systems and the internet practical*

1982

Introduced both the first fully digital local telephone exchange in Europe and the world’s first NMT car phone

1991

Enabled the first GSM call using a Nokia phone over the Nokia-built network of Finnish communications service provider Radiolinja

1998

Became the world’s largest manufacturer of mobile phones

2001

Invented MIMO (Multiple-Input and Multiple-Output), a key element of a large number of modern wireless systems, that allows for greater throughput without increasing bandwidth requirements*

2006

Developed Softrouter, a routing architecture permitting the development of a programmable, open network infrastructure to allow easier deployment of new services that make use of exposed network capabilities*

2014

Developed XG-FAST technology, enabling service providers to generate fiber-like speeds of more than 10Gbps over short distances using existing copper infrastructure*

2017

Developed Probabilistic Constellation Shaping, an innovative technology to get the most out of each fiber, irrespective of its length and capabilities

2019

Opened the world’s first live end-to-end 5G lab, the Future X Lab in Murray Hill, New Jersey, US

2020

Selected by NASA to build and deploy the first end-to-end LTE solution on the lunar surface

Enabled commercial deployment of the world’s first 5G liquid cooling solution

Set the 5G speed world record

2021

Developed the Resh programming language to take control of and manage a fleet of robots

2022
Showcased the first 100Gb/s fiber broadband technology in the US

Launched the Advanced Security Testing and Research (ASTaR) lab in Dallas - the first end-to-end 5G testing lab in the US focused solely on cybersecurity

Introduced the 6 pillars of Responsible AI

*Bell Telephone Laboratories (1925-1984). Following its acquisition by Nokia in 2016, it was renamed Nokia Bell Labs.

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Customer Experience

Nokia’s Customer Experience (CX) organization is designed to ensure we engage customers with a unified and consistent voice. The goal of the organization is to advocate for customers within Nokia, understanding the needs of each, to deliver the best possible experience and business outcomes.

The CX organization unites sales and customer marketing under one umbrella. This allows us to better leverage common platforms, processes and resources to drive brand awareness, create demand, and engage customers across all markets. CX drives growth across all network business group portfolios by engaging CSPs, enterprises (in target verticals), hyperscalers and governments, positioning Nokia as a technology leader, innovation partner, and solutions provider worldwide.

Our customers benefit from the unique insights resulting from our extensive analysis of the global market, and our experience working with diverse customer types around the world. This enables our customers to make the best strategic technology decisions to help grow their businesses.

While enterprise sales, marketing and delivery are part of the CX umbrella, the products and solutions developed for this diverse customer segment come from the business groups. Working across industries including manufacturing, energy, transportation and the public sector, as well as by harnessing the power of our growing partner community, the enterprise team helps customers address their unique business challenges through Industry 4.0 digital transformation. Our solutions help transform operations and modernize communication networks with leading next-generation technologies from across our businesses, including IP, optical, fixed networks, microwave, and private wireless networking. The enterprise team has worked with more than 2 600 organizations, connecting people and technologies, improving safety in the workplace (workers and operations) and in cities around the world. At the same time, we have increased automation and agility to boost productivity and efficiency, and helped our customers achieve greater resilience and sustainability through digitalization.

Together, CX and the business groups align on our go-to-market ambitions, resourcing, and customer requirements. This enables the business groups to remain accountable for their own financial performance. Collective competence is delivered consistently across all business groups, coupled with deep expertise across each unique industry we serve. This allows us to solve customer challenges, inspires growth, and enables our customers to achieve their immediate and long-term goals.

Case study

The Public Transport Authority of Western Australia will use Nokia’s private wireless technologies to modernize rail communications in Perth

Private wireless networking is enabling Perth to enhance its public transportation program as part of the city’s long-term blueprint for the future. The project includes designing, building, and maintaining The Public Transport Authority of Western Australia’s next-generation communications system, covering 250 km of railway track and tunnels.

Powered by Nokia’s private wireless network solution, the new railway communication system will help enhance the accuracy of the system, leading to improved experience and safety. Private wireless is a key technology in enabling and accelerating digital transformation across industries, including transportation.

2022 in brief

◾	Chosen by Reliance Jio India to build one of the largest 5G networks in the world

◾	Collaborated with T-Mobile to build flexible, scalable 5G networks, enabling applications that provide enterprise and government customers with superfast speeds and lower latency

◾	Selected by SK C&D to deploy managed SD-WAN to accelerate group wide digital transformation

◾	Chosen by Etisalat UAE to launch 5G private wireless networks to support digital transformation

◾	Chosen by American Tower to introduce SDN virtualization to redefine fiber broadband deployment in Argentina

◾	Extended our relationship with UScellular to boost its 5G network speed, capacity and coverage

◾	Selected by Moratelindo to deploy a high-performance optical transport network to boost capacity across Indonesia.

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Business groups

Network Infrastructure

Network Infrastructure had a very successful 2022, driven by our technology leadership and strong customer focus.

Federico Guillén

President, Network Infrastructure

Network Infrastructure builds business-critical and mission-critical networks for a wide range of CSP, enterprise, and webscale customers; delivering fixed access, IP routing, data center networks, and optical transport for both terrestrial and subsea applications.

Market overview

Demand for connectivity continues to be strong. Meanwhile, our customers—who include CSPs, enterprises, governments, webscalers and hyperscalers—are turning their attention to future drivers of demand. These include enterprise digitalization, the shift to the cloud, 5G and even 6G introduction, and digital/physical fusion and the metaverse. Customers are considering the demands these place on networks in terms of capacity, reliability, deterministic performance and security. At the same time, the urgency of climate change and heightened global economic uncertainty has renewed attention on the importance of sustainability and efficiency.

We continue to focus our innovation power on the products, platforms and solutions that address these issues. This includes providing established and new operators with the means to serve residential users, businesses, and Wi-Fi and 5G cells with a single access network, radically simplifying the massive scale in optical networks, or focusing on the need for highly scalable, deterministic, and power-efficient capacity in IP networks.

The estimated Network Infrastructure addressable market, excluding Submarine Networks (1), for 2022 was EUR 47 billion. We currently forecast an addressable market, excluding Submarine Networks (1) for 2023 of EUR 48 billion, reflecting year-over-growth of approximately 4%, excluding the impact of changes in foreign currency exchange rates.

Business overview and organization

Our business divisions are: Fixed Networks, IP Networks, Optical Networks and Submarine Networks.

Fixed Networks offers fiber and copper-based access infrastructure, Wi-Fi in-home solutions, the cloud and virtualization. In 2022, we continued to advance our leading position in passive optical networks (PON) (2). We were first-to-market with a 25G PON solution and have shown up to 100G PON proofs of concept with customers in Europe and the USA. We continue to innovate around solutions that will allow our customers to lead today, while protecting their investments for the future. Our Lightspan MF-14 product, launched in Q4, is the world’s first generation 6 broadband platform, enabling the convergence of all services on a single fiber infrastructure. This solution has already been selected by customers building 25G capable networks in Europe, North America and Asia Pacific. We have reinforced our market leadership (3) in 5G Fixed Wireless Access with the world’s first large-scale, long-reach 5G mmWave deployment for Australia’s National Broadcaster nbn.

IP Networks is a global leader in IP access, aggregation, and edge and core routing for residential, business, mobile, cloud and digital industry applications. Our ability to offer high-performance and massively scalable networks is enabled though our industry-leading, in-house designed FP5 routing silicon and FP5-based routing platforms. Combined with our network automation and security platforms, we further enable customers to efficiently control, manage, analyze and secure their IP networks. We are actively driving the next generation in IP routing – 800 Gigabit Ethernet – which we have trialed with customers including BT, DE-CIX and LINX.

Our software-defined WAN solutions bring easy, efficient network connectivity configuration among clouds and to any enterprise branch. Our next-generation data center fabric makes cloud environments easier to scale, adapt and operate.

Optical Networks is a leader in optical transport networks for metro, regional, long-haul and ultra-long-haul applications. Our approach helps communications service providers address the massive growth in bandwidth demand, while simplifying network operations through software tools and automation. This enables a more streamlined service delivery and a lower total cost of ownership. The portfolio includes coherent optical transponders, optical transport network switching, wavelength-division multiplexing, reconfigurable optical add-drop multiplexer solutions and optical line systems. Our successful rollout of our fifth generation of coherent optical technology, based on our in-house designed PSE-V digital signal processor, highlights our focus on and commitment to technology innovation.

Submarine Networks continues to be a leader in the growing undersea telecoms networks segment and saw continued growth in demand in 2022, led by hyperscalers and driven by factors ranging from increased cloud computing to virtual reality, as well as by the need to bring the advantages of connectivity to previously underserved parts of the world. Our technology innovation and customer focus helped take Submarine Networks above EUR 1 billion in sales this year, a first for this business division.

Competition

Our competitors include Huawei and ZTE, along with Calix and Adtran (Fixed Networks), Cisco and Juniper (IP Networks), Ciena and Infinera (Optical Networks), and Subcom and NEC (Submarine Networks).

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100 Gb/s

Nokia was first to showcase 100 Gb/second fiber broadband technology in the US

800GE

We started enabling customers to roll out 800GE services

1 000 km+

We demonstrated 600G transmission over a 1 000 km+ long-haul optical network

2022 in brief

In 2022, Network Infrastructure’s net sales grew by 18% from 2021. Continued strong performance across all business divisions—particularly Fixed Networks and Submarine Networks—was responsible for this result and helped take our segment operating margin up by 200 basis points to 12.2%.

■ Launched Lightspan MF-14: the world’s first generation 6 broadband platform

■ Chosen by Microsoft to implement our data switching portfolio for its data center networks

■ Selected by nbn for our mmWave FWA technology

■ By the end of 2022, we had more than 30 customers for FP5, and had undertaken trials with customers including BT

■ Selected by TIME dotCom to build a high resilience optical network in Malaysia

■ Took delivery of a new submarine cable maintenance vessel, boosting our existing fleet.

(1)Also excluding Russia and Belarus.

(2) Dell’Oro BB Access Report 2Q22.

(3) 650 Group Report 2Q22.

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Mobile Networks

2022 saw Mobile Networks make progress with delivering sustainable, profitable growth. We continued with strong investments in research and development to secure technology leadership and grew our customer base, despite global supply constraints.

Tommi Uitto

President, Mobile Networks

Mobile Networks creates products and services covering all mobile technology generations. Its portfolio includes products for radio access networks (RAN) and microwave radio (MWR) links for transport networks and solutions for network management, as well as network planning, optimization, network deployment and technical support services.

Market overview

The estimated Mobile Networks addressable market (1) for 2022 was EUR 51 billion. We currently forecast an addressable market (1) of EUR 53 billion by 2023, reflecting year-over-year growth of approximately 5%, excluding the impact of changes in foreign currency exchange rates.

We see opportunities in 5G that go beyond building coverage and capacity for basic mobile voice and mobile broadband. This includes industrial 5G use cases with private wireless networks in various segments such as manufacturing and logistics, seaports and cargo handling, airports and airline companies, mining vehicles and operations, utilities such as electricity, gas and water, smart agriculture, and smart cities.

There are opportunities in 4G/5G network slicing, artificial intelligence and machine learning (AI/ML) and network architecture evolution with Cloud RAN and O-RAN. We will also support the deployment of 5G-Advanced networks with feature and solution areas including Extended Reality (XR) and prepare capabilities for the introduction of 6G towards the end of the decade.

The RAN market in 2022 faced various challenges including continued, industry-wide supply chain disruptions and geopolitical turbulence, largely and especially due to Russia’s invasion of Ukraine. However, outside of Russia, Nokia grew its RAN sales in almost all markets.

Business overview and organization

Like many others, Nokia was impacted by industry-wide supply constraints, particularly in the first half of the year. However, Nokia was able to mitigate this impact, retaining all of its customers and the entirety of its global RAN footprint in 2022. Since the start of 2019, we have added 41 new RAN customers in the CSP market, and another 28 CSP customers have increased their earlier RAN share with Nokia. We also increased the rate of converting 4G customers to 5G from a cumulative 90% in the fourth quarter of 2021 to a cumulative 110%, excluding China, at the end of 2022.

In 2022, we reached a cumulative number of 266 commercial 5G deals in the form of supply agreements, 83 of which were live 5G networks by the end of the year. Nokia has also grown its private wireless business, which has expanded to include over 560 customers, 100 of which are 5G customers. Nokia announced new, important 5G deals in the CSP market this year – including those with Bharti Airtel and Reliance Jio in India, AT&T in Mexico, Ice in Norway, and Indosat Ooredoo Hutchison and XL Axiata in Indonesia. We also announced long-term expansion deals with existing 5G customers including Chunghwa Telecom and Taiwan Mobile in Taiwan, and Orange and T-Mobile in Poland.

In 2022, Mobile Networks continued its investment in research and development to further strengthen our 5G portfolio’s competitiveness and bring the best-performing networks to our customers. We also completed our target of converting close to 100% of our 5G deliveries to ReefShark System-on-Chip (SoC) technology in 2022, while keeping a few selected products FPGA-based when doing so best suited the needs of the customer.

In 2022, we demonstrated first-to-market 5G features including:

◾

Three and four component carrier aggregation (3CC CA and 4CC CA), which allows for increased data speeds and extended coverage, and announced related technology agreements with A1 Austria, BT in the UK, China Mobile, du in the UAE, Optus in Australia, Telefónica Germany, T-Mobile in the US and stc in Saudi-Arabia.

◾	Nokia also announced a RAN slicing deal with Proximus in Belgium and demonstrated a new dynamic network slicing solution with Google, as well as the world’s first commercial 5G SA network with network slicing for Fixed Wireless Access with Telia in Finland.

◾	We also achieved an uplink speed record with Elisa and Qualcomm in Finland, leveraging millimeter wave spectrum with carrier aggregation, and the deployment of the world’s first 5G Edge Slicing solution on a live commercial network with Cellcom in Israel and Telia in Finland.

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In 2022, we have also continued to invest in our Open RAN capabilities, with the majority of Nokia’s SoCs and new hardware and software platforms now being O-RAN ready. This gives us the opportunity to support customers that are interested in O-RAN. Nokia also expanded its partner base for Cloud RAN solutions and added IBM, Dell and HPE to its list of partners, which also includes Amazon Web Services (AWS), Google Cloud and Microsoft Azure. We also announced a 3GPP non-terrestrial (NTN) RAN deal with AST SpaceMobile that will enable them to offer direct-to-cell phone connectivity from space – a move which marks our entry and leadership into the emerging non-terrestrial networks (NTN) market segment. During 2022, several new products were added to the Nokia Wavence MWR portfolio. This includes a new dual-band, high-capacity outdoor transceiver. This will help to fulfil the needs of the rapidly growing rural broadband market. Nokia also trialed a live MWR backhaul connection utilizing D-Band spectrum. This will serve as an ultra-high-capacity extension for both 5G backhaul and fronthaul in dense urban environments.

In services, we continued investing in digitalization and AI/ML-based capabilities to enable faster rollouts and the speedy resolution of network faults, while maximizing network performance. With our digital services portfolio, we are helping our customers accelerate their entire network lifecycle, from network design and optimization to deployment and technical support services. We are upgrading approximately two million nodes for our customers per year, while designing and optimizing more than 380 000 radio sites. In addition, over 400 customers are using our AI-driven Nokia Digital Assistant to help them solve network issues faster.

Nokia’s technology is designed to be energy efficient and contribute towards mobile operators’ climate and environmental targets. In 2022, Nokia announced the commercial availability of its liquid cooled AirScale Baseband portfolio, which enables a reduction in cooling system energy consumption of up to 90%. We also introduced the Intelligent RAN Operations solution for heightened 5G network management, which reduces base station energy consumption by up to 15%.

Competition

The RAN market is a highly consolidated market. Our main competitors are Huawei, Ericsson, Samsung and ZTE, but there are also a number of smaller competitors competing in specific technology or regional sub-segments, such as NEC and Fujitsu. Smaller suppliers in the RAN market include, for example, Mavenir, Rakuten Symphony, Parallel Wireless and JMA Wireless. In MWR, our key competitors include Ceragon, NEC and Aviat, alongside Huawei and Ericsson.

266

commercial 5G deals in the form of supply agreements

At the end of 2022, our System-on-Chip based 5G Powered by ReefShark product portfolio accounted for

97% of shipments

2022 in brief

In 2022, Mobile Networks net sales grew 10% to EUR 10.7 billion. We increased investments in R&D to accelerate our product roadmaps towards technology leadership. Despite these investments and inflationary pressures, improved cost competitiveness and execution meant we were still able to deliver a segment operating margin of 8.8% in 2022, remaining stable year-on-year.

■ Reached 266 commercial 5G deals and had more than 560 private wireless customers, 118 with 5G

■First to demonstrate innovative 5G features such as three and four component carrier aggregation (3CC CA and 4CC CA) and network

■ Expanded the Nokia Wavence MWR portfolio including a new dual-band, high-capacity outdoor transceiver with market-leading RF output power, helping to fulfill the needs of the rapidly growing rural broadband market

■

Expanded our partner base for Cloud RAN solutions, which now includes AWS, Google Cloud, Microsoft Azure, IBM, Dell and HPE.

(1)

Excluding China, Russia and Belarus.

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Cloud and Network Services

CNS made important progress in 2022 in its mission to help customers and partners create new value, deliver innovative digital services, and transform business operations. This was done with solid momentum in rebalancing our portfolio and delivering year-over-year sales growth, as well as gross margin and segment operating profit growth.

Raghav Sahgal

President, Cloud and Network Services

With its combined cloud, software, and services capabilities, Cloud and Network Services (CNS) serves communication service providers (CSPs), enterprises, hyperscale customers, digital developers, and partners, and is helping them navigate three major industry transitions: the introduction and monetization of 5G networks, the cloudification of communications platforms and software, and the transition to as-a-Service models. These transitions are shaping the emerging digital ecosystem.

Market overview

The introduction and monetization of 5G networks and services, the cloudification of communications platforms and software and the transition to as-a-Service models are increasing demands on organizations to find new ways to generate returns on their digital assets, optimize costs, navigate complexity, and mitigate security risks for their mission-critical networks.

The estimated CNS addressable market (1) for 2022 was approximately EUR 28 billion. We forecast a total addressable market (1) in 2023 of EUR 29 billion, reflecting year-over-year growth of approximately 4%, excluding the impact of changes in foreign currency exchange rates.

Business overview and organization

CNS is composed of four business units: Business Applications, Cloud and Cognitive Services, Core Networks, and Enterprise Solutions. Our emerging Software-as-a-Service (SaaS) delivery model underpins each business unit to help customers transition to greater network flexibility and achieve faster time to value. In October 2022, we announced our Network Monetization Platform, which aims to accelerate the monetization of our open products in Business Applications, Core, and MX Industrial Edge.

CNS delivers cloud-native solutions that provide network quality of service and agility; and enable customers to leverage intelligence that facilitates network efficiency, self-protection and self-healing, and energy management. We deploy industrial solutions that drive digital transformation and Industry 4.0, and help CSPs automate network operations and manage security.

In 2022, we were ranked #1 by Omdia for our 5G Standalone Core portfolio competitiveness strength (2); ranked #1 in Private Cellular Networks by 650 Group (3); awarded two TM Forum Excellence awards for our software in AI, Data & Insights and Customer Experience & Trust (4); rated #1 in automated assurance by Analysys Mason (5); and rated again by GlobalData as a Managed Infrastructure Services leader (6).

We have rebalanced our investment to accelerate and scale our portfolio growth areas of 5G core software, analytics and AI Services, digital operations, monetization, private wireless and industrial automation, and security. We believe these fast-growing, higher-margin areas are important to our CSP and enterprise customers and reflect our view on the emergence of a new digital ecosystem that is essential to value creation in a 5G world.

Expanding on this view and how it has informed the rebalanced operations of CNS, the new digital ecosystem is one in which we believe players will converge to combine their expertise to create services across areas such as Industry 4.0 and the metaverse; and in which application developers create new 5G services that are stitched together in a larger service chain, delivering end-user value and driving the monetization efforts that our CSP and enterprise customers are heavily focused on.

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Competition

The competitive environment comprises a large number of networking companies, infrastructure and application software suppliers, services specialists, hyperscalers, cloud providers and a wide range of industry segment businesses.

The market in which we compete has vendors and other industry participants which may on occasion be a customer, a partner, and a direct competitor, depending on the nature of the engagement. We are regularly building and nurturing alliances with partners such as IT vendors, hyperscalers, and systems integrators, which are increasingly influential in this space.

We have attained marketplace leadership in private wireless networking with more than
560 customers,

of which

118 included 5G
6 Software-as-a-Service offerings announced

including AVA Charging, AVA for Energy, and Core SaaS

AI-based energy management automation can reduce energy costs and carbon footprint by up to

30%

2022 in brief

We made important progress in 2022. We continued to rebalance our business towards accelerated value creation for our customers, partners, and for Nokia in the emerging digital ecosystem, including private wireless and industrial edge. With that progress, we generated net sales growth of 8% year-on-year and, through an improved cost position, posted a 5.3% segment operating margin, down 10 basis points from 2021, due to investments.

■ Nokia’s 5G Core selected to support Comcast’s mobile connectivity efforts

■ Launched cloud-native IMS Voice Core product to simplify network operations for communications service providers

■ Strengthened private wireless leadership, with over 140 customers added in 2022 and deployments in 61 countries

■

Key Enterprise launches included MX BOOST, DAC Wi-Fi, new Industrial devices, and MX Industrial Edge

■

Signed multiple SaaS deals, including one with Equideum Health to power its healthcare blockchain solutions

■ Strengthened our software focus in security, automation, and monetization, with AI binding the portfolio together.

(1) Excluding Russia and Belarus.

(2) Omdia Market Landscape: Core 2022, June 2022.

(3) 650 Group, “Private Cellular Quarterly Market and Long-Term Forecast Report.” June 21, 2022.

(4) TM Forum Excellence Awards, September 2022.

(5) Analysys Mason, Automated assurance: worldwide market shares 2021, July 2022.

(6) Global Data Product Assessment report - Managed Infrastructure Services for telcos, February 15, 2022.

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Nokia Technologies

Our patented inventions power entire industries such as smartphones, consumer electronics, video services, automotive and the wider Internet of Things (IoT) domain.

Jenni Lukander

President, Nokia Technologies

Nokia Technologies is responsible for managing Nokia’s patent portfolio and monetizing Nokia’s intellectual property, including patents, technologies and the Nokia brand.

Market overview

Nokia Technologies is responsible for managing Nokia’s patent portfolio and monetizing Nokia’s intellectual property, including patents, technologies and the Nokia brand, building on Nokia’s continued innovation leadership, long-term investment into research and development, and decades of driving technology standards development. Licensees pay royalty fees for the use of our technology, which we re-invest, along with additional investment, in developing the next generation of inventions.

Net sales for the full-year were up 6% to EUR 1 595 million and segment operating profit was up 2% at EUR 1 208 million. We signed over 50 new patent license agreements across our licensing programs, including a new agreement with Huawei. And revenues from our automotive, consumer electronics, and IoT programs, which were negligible in 2018, grew to more than EUR 100 million in 2022.

Business overview and organization

Nokia Technologies has three business areas: Patent Licensing of Nokia’s patent portfolio, Technology Licensing of Nokia’s technologies for integration into consumer devices, and Brand Partnerships for licensing the Nokia brand.

Patent Licensing: We manage the Nokia patent portfolio, working with other Nokia business groups, and continue to grow our patent licensing and monetization activities, which drive most of Nokia Technologies’ net sales. The core of our business is the mobile devices licensing program, where we have agreements with most major smartphone vendors. We also have patent licensing programs for consumer electronics, video services, automotive and the wider IoT domain.

Technology Licensing: We license our OZO Audio and OZO Playback multimedia technologies to smartphone and camera manufacturers, and drive advanced audio and video research and standardization, along with product incubation for new immersive voice and video solutions.

Brand Partnerships: We license the Nokia brand - a global brand that is recognized by almost everyone - to HMD Global, the company behind Nokia-branded phones and tablets, and other brand partners.

Innovation and standards leadership

Nokia has defined many of the fundamental technologies used in virtually all mobile devices and taken a leading role in open standardization. Since 2000, Nokia has invested more than EUR 140 billion in research and development (R&D). As a result, we own one of the broadest and strongest patent portfolios in the telecommunications sector with around 20 000 patent families (each family can comprise several individual patents).

We own a leading share of Standard Essential Patents (SEPs) in every generation of cellular standards, with over 4 500 patent families declared as essential to 5G standards. We have been ranked #1 in several independent third-party studies for our cellular standards patents.

Our portfolio also covers significant multimedia assets, particularly in video compression technology, which allows large files to be shared across the internet. The work of Nokia’s inventors in video research and standardization has been recognized with numerous prestigious awards, including five Technology & Engineering Emmy® Awards.

Nokia was one of the first companies in the world to achieve the globally recognized ISO 9001 certification for our high-quality patent portfolio management processes.

Our portfolio has a long lifetime, with the vast majority of patents still in force in ten years’ time. We continue to refresh our portfolio with new inventions every year. In 2022, we filed patent applications on more than 1 700 new inventions, enabling 5G networks, connected 5G devices and more. As we continue to invest heavily in R&D and standardization, the annual number of filings is expected to ~~continue.~~ grow.

4 500+

patent families declared as essential to 5G standards

1 700+

patents filed on new inventions

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2022 in brief

Net sales for the full-year were up 6% to EUR 1 595 million and segment operating profit was up 2% at EUR 1 208 million.

■ Drove innovation, filing over 1 700 new inventions, and reaching 4 500 patent families declared as essential to 5G standards

■ Signed over 50 new patent license agreements including a new agreement with Huawei

■ Received a Technology & Engineering Emmy® Award together with our partners for our video standardization efforts

■Introduced Immersive Voice, the next-generation voice communication solution with real-time spatial audio

■ Courts in Germany, the Netherlands and the UK ruled in our favor in our patent infringement proceedings against OPPO, OnePlus and Realme.

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Supply chain, sourcing and manufacturing

Despite the easing of global supply chain constraints towards the end of the year, 2022 remained highly challenging, as ongoing supply chain disruptions continued to affect operations across industries.

Nokia’s supply chain is essential for our customers, our business, and for managing customer demand and supply for our hardware, software and contract manufactured products. Our end-to-end operations include sourcing, demand and supply planning, manufacturing, distribution and logistics.

In 2022, we purchased over EUR 15 billion worth of products and services from around 11 000 different suppliers.

While new opportunities for better managing our supply chain emerged in 2022, there were also challenges. Rising geopolitical instability, the continued reduced availability of semiconductors, COVID-19-related lockdowns, and impacts stemming from climate change continued to affect operations across industries. Nokia did, however, perform well despite these global challenges.

Early in 2022, we saw meaningful constraints on our ability to supply our customers due to component availability, although as the situation improved through the second half of the year, the financial impact on our net sales for the full year was minimal. Cost inflation through the supply chain also impacted our margins but through continued focus on improving our product cost and careful management of our customer pricing, we were largely able to offset this and still deliver an improved gross margin in 2022.

Increasing resilience through strong partnerships and a regional approach

As ~~such,~~we further develop a robust and sustainable supply chain that can best serve our customers, increasing resilience is critical. We continuously optimize our manufacturing, distribution and supplier network across the regions in which we operate to better serve our customers. We also leverage artificial intelligence and machine learning capabilities to better develop our supply chain and factory network.

Our geographically dispersed manufacturing network consists of both our own manufacturing (23% of the network) and contract manufacturing partners to minimize geographic and geopolitical risks. Our network is strategically located around the world: Europe (27%), Asia Pacific, Japan/India (27%), China (32%) and the Americas (14%). Our regional approach will not only enable us to deliver a more rapid response to our customers’ needs, but also reduce transportation costs and CO2 emissions.

In 2022, we increased manufacturing capacity with a contract manufacturer in Europe and opened a new ~~agreements~~distribution hub in Japan. Furthermore, we are ~~generally a product~~in the process of ~~lengthy negotiations~~further regionalizing our manufacturing and ~~occasionally through arbitration or litigation, and therefore the timing and outcome may~~distribution to be ~~difficult~~closer to ~~forecast.~~our customers in different regions. Due to the ~~structure~~continued uncertainties caused by the current geopolitical situation, we have reviewed and optimized our inventory strategies to increase resilience. Where needed, we have successfully activated business continuity plans to ensure uninterrupted manufacturing.

Sustainability through innovation

We are committed to cutting greenhouse gas emissions across our value chain by 50% by 2030, in line with our science-based target. This commitment requires action from us, but also from across our value chain. We work closely with the entirety of ~~patent license agreements,~~our supply chain to develop new digital solutions and product innovations to cut emissions. Our own factories are on track to be carbon neutral by 2025, powered by hydro, wind, solar and other sustainable sources. In 2022, we continued to work with our Electronics Manufacturing services suppliers to build the ~~payments may~~roadmaps to achieve a mutually agreed target that the Nokia portion of their manufacturing reach net zero by 2030.

We clearly communicate our Third-party Code of Conduct and Nokia Supplier Requirements—which incorporate Responsible Business Alliance (RBA) Code of Conduct requirements—to our suppliers. These include standards for responsible sourcing in important areas such as the environment and human rights. Adherence is checked through audits and EcoVadis documentation audits, before being followed-up via one-on-one sessions. In 2022, we also conducted dedicated learning sessions that focused on labor migration, diversity and inclusion, circularity and recycled materials.

We continued to collaborate with our suppliers to encourage sustainable solutions in transportation, logistics and packaging. We are committed to prioritizing and strengthening resilience and sustainability across the end-to-end supply chain to help us deal with challenges that arise effectively, and to be ~~infrequent, at times may be partly retrospective, and the lengths of license agreements can vary.~~prepared for any future challenges.

Additionally, there are clear regional differences in the ease of protecting and licensing patented innovations. We have seen some licensees actively avoiding making license payments, and some licensors using aggressive methods to collect them; both behaviors have attracted regulatory attention. We expect discussion of the regulation of licensing to continue at both global and regional level. Some of those regulatory developments may be adverseRefer to the ~~interests of technology developers~~“Sustainability and ~~patent owners,~~Corporate Responsibility” section for more information on Nokia’s sustainability targets and achievements, including ~~us.~~those related to supplier sustainability.

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Own manufacturing

As of 31 December 2022, the production capacity for our wholly owned sites is noted below:


		Productive
		capacity,
Country	Location and products⁽¹⁾	Net (m²)⁽²⁾
Australia	Kilsyth: radio frequency systems⁽³⁾	5 400
China	Suzhou: radio frequency systems⁽⁴⁾	27 000
Finland	Oulu: base stations	10 000
France	Calais: submarine cables	61 000
France	Trignac: radio frequency systems⁽⁵⁾	7 300
Germany	Hannover: radio frequency systems	23 500
India	Chennai: base stations, radio controllers and transmission systems, fixed networks	14 385
Poland	Bydgoszcz: remanufacturing, product integration	15 200
UK	Greenwich: submarine cables	11 000
USA	Meriden: radio frequency systems⁽⁴⁾	31 000

(1) We consider the production capacity of our manufacturing network to be sufficient to meet the requirements of our business. The extent of utilization of our manufacturing facilities varies from plant to plant and from time to time during the year. None of these facilities is subject to a material encumbrance.

(2) Production capacity equals the total area allotted to manufacturing and to the storage of manufacturing-related materials.

(3) The manufacturing activities in this site were ramped down during the fourth quarter of 2022.

(4) In December 2022, Nokia entered into an agreement regarding the partial or full disposal of this location. The disposal is expected to be completed during year 2023.

(5) In January 2023, the relevant employee representatives were informed of a decision to initiate a study to stop all operations in this site within the second quarter of 2023.

50%

We are committed to cutting greenhouse gas emissions by 50% by 2030, in line with our science-based target.

2022 in brief

■ Increased manufacturing capacity with a contract manufacturer in Europe in order to better serve our European customers and opened a new distribution hub in Japan.

■ Enabled our Oulu factory to now operate on 99.6% renewable energy, and our Chennai factory on 63.2% renewable energy

■ Showcased resiliency by utilizing pre-existing business continuity plans, with Nokia and our manufacturing partners rapidly able to move manufacturing temporarily from Ukraine to alternate locations, with minimal impact on business output

■ Continued addressing with suppliers on labor rights due diligence via onsite and online assessments. Also conducted a deep dive into ethical recruitment and modern slavery topics

■ Shared our new waste circularity requirement for 2030 and established a baseline with our final assembly suppliers

■ Held in-depth awareness and assessment on circular materials contents for key metals with materials suppliers.

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Corporate governance

Contents

Corporate governance statement	3735
~~Introduction~~Regulatory framework	3735
~~Regulatory framework~~	38
Main corporate governance bodies of Nokia	3935
Risk management, internal control and internal audit functions at Nokia	48
Main procedures relating to insider administration	49
~~Main procedures relating to insider administration~~	50
~~Share ownership of the Board of Directors and the Nokia Group Leadership Team~~	50
Auditor fees and services	51
~~Auditor rotation~~	5149
Compensation	5250
Highlights	5250
Word from the Chair of the Personnel Committee of the Board	50
Remuneration Policy	52
Remuneration ~~Policy 2020~~summary for the Board of Directors	52
Remuneration summary for the President and CEO	53
Remuneration Report 2022	54
Introduction	54
Remuneration ~~summary for~~of the Board of Directors	55
Remuneration of the President and CEO	56
Remuneration ~~Report 2020~~governance	57
~~Introduction~~	57
~~The President and CEO~~	58
~~Board of Directors~~Group Leadership Team	59
~~Remuneration governance~~Review of our incentive plans	59
Comparator companies	61
~~Nokia Group Leadership Team remuneration~~	62
~~Review of our incentive plans~~	63

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Corporate governance statement

“In 2022, we continued delivering on Nokia’s commitment to strong corporate governance and related practices. To do that, the activities of the Board of Directors are structured to develop the Company’s strategy and to enable the Board to support and oversee the management on the delivery of it within a transparent governance framework.”

This corporate governance statement is prepared in accordance with Chapter 7, Section 7 of the Finnish Securities Markets Act (2012/746, as amended) and the Finnish Corporate Governance Code 2020 (the “Finnish Corporate Governance Code”).

~~Introduction~~

Regulatory framework

Our corporate governance practices comply with Finnish laws and regulations, our Articles of Association approved by the shareholders and corporate governance guidelines (“Corporate Governance Guidelines”) adopted by the Board of Directors. The Corporate Governance Guidelines reflect our commitment to good corporate governance. They include the directors’ responsibilities, the composition and election of the members of the Board and its Committees, and certain other matters relating to corporate governance. We also comply with the Finnish Corporate Governance Code adopted by the Securities Market Association.

In ~~2020,~~addition, we ~~continued delivering~~comply with the rules and recommendations of Nasdaq Helsinki and Euronext Paris as applicable to us due to the listing of our shares on ~~Nokia’s commitment to strong~~the exchanges. Furthermore, as a result of the listing of our American Depositary Shares on the New York Stock Exchange (NYSE) and our registration under the US Securities Exchange Act of 1934, we follow the applicable U.S. federal securities laws and regulations, including the Sarbanes-Oxley Act of 2002 as well as the rules of the NYSE, in particular the corporate governance standards under Section 303A of the NYSE Listed Company Manual. We comply with these standards to the extent such provisions are applicable to us as a foreign private issuer.

To the extent compliance with any non-domestic rules would conflict with the laws of Finland, we are obliged to comply with Finnish laws and ~~related practices. To do~~applicable regulations. There are no significant differences in the corporate governance practices applied by Nokia compared with those applied by U.S. companies under the NYSE corporate governance standards with the exception that Nokia complies with Finnish law with respect to the approval of equity compensation plans. Under Finnish law, stock option plans require shareholder approval at the time of their launch. All other plans that include the delivery of company stock in the form of newly issued shares or treasury shares require shareholder approval at the time of the delivery of the shares unless shareholder approval has been granted through an authorization to the Board, a maximum of five years earlier. The NYSE corporate governance standards require that the ~~Board activities~~equity compensation plans are ~~structured to develop~~approved by the company’s ~~strategy~~shareholders. Nokia aims to minimize the necessity for, or consequences of, conflicts between the laws of Finland and applicable non-domestic corporate governance standards.

In addition to the Corporate Governance Guidelines, the Committees of the Board have adopted charters that define each Committee’s main duties and operating principles. The Board has also adopted the Code of Conduct that applies to directors, executives, and employees of Nokia, as well as employees of Nokia’s subsidiaries and affiliated companies (such as joint ventures) in which Nokia owns a majority of the shares or exercises effective control. Furthermore, the Board has adopted the Code of Ethics applicable to our key executives, including the President and CEO, CFO and Corporate Controller.

Main corporate governance bodies of Nokia

Pursuant to the provisions of the Finnish Limited Liability Companies Act (2006/624, as amended) (the ”Finnish Companies Act”), the legislation under which Nokia operates, and Nokia’s Articles of Association, the control and management of Nokia are divided among shareholders at a general meeting of shareholders, the Board, the President and CEO and the Group Leadership Team, chaired by the President and CEO.

Corporate governance framework

General Meeting of Shareholders

Nokia’s shareholders play a key role in corporate governance, with our Annual General Meeting offering a regular opportunity to exercise their decision-making power in Nokia. In addition, at the meeting the shareholders may exercise their right to speak and ask questions.

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Each Nokia share entitles a shareholder to one vote at general meetings of Nokia. The Annual General Meeting decides, among other things, on the election and remuneration of the Board, the adoption of annual accounts, the distribution of retained earnings shown on the balance sheet, discharging the members of the Board and the President and CEO from liability, as well as on the election and fees of the external auditor. As of the Annual General Meeting 2020, the Remuneration Policy is presented to the general meeting at least every four years and the Remuneration Report annually as of 2021. Resolutions of the general meeting regarding the policy and the report are advisory.

In addition to the Annual General Meeting, an Extraordinary General Meeting may be convened when the Board considers such a meeting to be necessary, or when the provisions of the Finnish Companies Act mandate that such a meeting must be held.

The Finnish Companies Act was amended on 11 July 2022 to enable limited liability companies to hold hybrid and virtual-only general meetings. The legal requirements for these type of meetings are stringent in Finland, namely, to protect the shareholders’ rights. A virtual general meeting, as defined by the Finnish Companies Act, is a meeting held without a physical meeting venue, where shareholders must be able to exercise their shareholder rights in full and in real-time by virtual means, including by voting in real-time and asking questions orally during the meeting.

Once reliable technical methods for automated foreign shareholder identification become available in Finland, virtual general meetings would improve the position of nominee-registered private shareholders residing outside of Finland, who in practice may have been unable to attend the general meeting in person or be represented by proxy. The benefits of the virtual general meetings would further include the reduced environmental footprint and the ability of the company to hold a general meeting also under extraordinary external circumstances such as navigating through restrictions on physical gatherings. Nokia is actively involved in discussions how to enable the automated identification of foreign shareholders as we believe the Finnish legislation should be considered a model example of protecting shareholders’ rights in the hybrid and virtual meetings.

Annual General Meeting 2022 and 2023

The Annual General Meeting 2022 took place at the Company’s headquarters in Espoo on 5 April 2022. To prevent the spread of the COVID-19 pandemic, the Board resolved on extraordinary measures pursuant to the temporary legislation approved by the Finnish Parliament on 8 May 2021. The Annual General Meeting 2022 was held without shareholders and their proxy representatives being present at the meeting venue. Participation in the Annual General Meeting and use of shareholder rights was possible only by voting in advance as well as by submitting counterproposals and asking questions in advance. A total of 59 301 shareholders representing a record number of approximately 3 100 million shares and votes participated the Annual General Meeting through advance voting and the Board’s proposals were supported by at least 91% of the votes casted. We were pleased to see both the record number of votes as well as the strong shareholders’ support received for all of the Board’s proposals at the Annual General Meeting 2022.

Nokia Corporation’s Annual General Meeting 2023 is planned to be held on 4 April 2023. Proposals of the Board of Directors to the Annual General Meeting 2023 were published on 26 January 2023.

Board of Directors

The operations of Nokia are managed under the direction of the Board, within the framework set by the Finnish Companies Act and Nokia’s Articles of Association as well as any complementary rules of procedure as defined by the Board, such as the Corporate Governance Guidelines and the charters of the Board’s Committees.

Election and composition of the Board of Directors

Pursuant to the Articles of Association of Nokia Corporation, we have a Board that is composed of a minimum of seven and a maximum of 12 members. The members of the Board are elected at least annually at each Annual General Meeting with a simple majority of the shareholders’ votes cast at the meeting. The term of a Board member begins at the close of the general meeting at which he or she was elected, or later as resolved by the general meeting, and expires at the close of the following Annual General Meeting. The Annual General Meeting convenes by 30 June annually.

Our Board’s leadership structure consists of a Chair and Vice Chair elected annually by the Board and confirmed by the independent directors of the Board from among the Board members upon the recommendation of the Corporate Governance and Nomination Committee. The Chair of the Board has certain specific duties as stipulated by Finnish law and our Corporate Governance Guidelines. The Vice Chair of the Board assumes the duties of the Chair of the Board in the event he or she is prevented from performing his or her duties.

The independent directors of the new Board also confirm the election of the members and chairs for the Board’s Committees from among the Board’s independent directors upon the recommendation of the Corporate Governance and Nomination Committee and based on each Committee’s member qualification standards. These elections take place at the Board’s assembly meeting following the general meeting.

The Corporate Governance and Nomination Committee's aim is to continually renew the Board to ~~support~~ensure an efficient Board of international professionals with a diverse mix of skills, experience and other personal qualities in line with the diversity principles established by the Board. The Corporate Governance and Nomination Committee considers potential director candidates based on the short- and long-term needs of the Company. In the process to identify and select the candidates matching these needs and desired profiles, the Committee engages search firms and external advisors.

Board independence

In accordance with the Corporate Governance Guidelines adopted by the Board of Directors, the Board shall have a majority of Directors who meet the criteria for independence as defined by the Finnish Corporate Governance Code (independent of both the company and any significant shareholders who hold at least 10% or more of the total shares or voting rights of the Company) and the rules of the NYSE. Furthermore, all of the members of the Board Committees shall be independent Directors under the relevant criteria for independence required by the Finnish Corporate Governance Code and the applicable rules of the NYSE.

The Board will monitor its compliance with these requirements for Director independence on an ongoing basis. Each independent director is expected to notify the Chair of the Corporate Governance and Nomination Committee, as soon as reasonably practicable, in the event that his or her personal circumstances change in a manner that may affect the Board’s evaluation of such director’s independence. The Board of Directors evaluates the independence of its members annually and, in addition to this, on a continuous basis with the assistance of the Nomination and Governance Committee.

Board diversity

The Board has adopted principles concerning Board diversity describing our commitment to promoting a diverse Board composition and how diversity is embedded into our processes and practices when identifying and proposing new Board candidates as well as when proposing re-election of current Board members.

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At Nokia, diversity is not a static concept but rather a relevant mix of required elements for the 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. Diversity of our Board is considered from a number of aspects including, but not limited to, skills and experience, tenure, age, nationality, ethnicity, cultural and educational backgrounds, self-declared gender identity, sexual orientation as well as other individual qualities. The Board shall include representatives of more than one gender.

Nokia acknowledges and supports the resolution adopted by the Finnish Government on 17 February 2015 on gender equality on the boards of directors of Finnish large and mid-cap listed companies, as well as the board gender balance directive adopted by the European Parliament on 22 November 2022. We report annually on our objectives relating to equal representation of both genders, the means to achieve them, and the progress we have made in achieving them.

We have met our aim to have at least 40% of the Director positions held by members of the underrepresented genders on our Board composition. Also in the Board composition proposed to the Annual General Meeting 2023, 50% of the Board members are female.

Director time commitments

The Corporate Governance and Nomination Committee monitors closely the time commitments of the Board members and annually reviews the Directors’ attendance rate at the Board and relevant Committee meetings to ensure they are able to devote the appropriate time to the Company to carry out their duties and responsibilities. The Corporate Governance Guidelines of the Board include numerical limits and a process for pre-clearance of new roles in public companies. Directors should not serve on more than four other boards of public companies in addition to the Nokia Board, and no more than on three other boards of public companies in addition to the Nokia Board, in case they serve as board chair or lead independent director outside the Nokia Board. The Audit Committee members should not serve on more than two other audit committees of public companies in addition to the Nokia Audit Committee. No positions in excess of these limits may be held without a prior consent by the Chair of the Board and the Chair of the Corporate Governance and Nomination Committee determining that such positions would not impair the Director’s service on the Nokia Board or Audit Committee.

The Corporate Governance and Nomination Committee will annually, ahead of preparing the proposal on the Board composition, review and assess the Directors’ current and planned time commitments outside the Company to seek affirmation that all Directors acknowledge the time commitment principles set forth in the Corporate Governance Guidelines of the Board.

Current members of the Board of Directors

The Annual General Meeting held on 5 April 2022 elected ten members to the Board for a term ending at the close of the next Annual General Meeting. Sari Baldauf, Bruce Brown, Thomas Dannenfeldt, Jeanette Horan, Edward Kozel, Søren Skou and Carla Smits-Nusteling were re-elected as Board members. Lisa Hook, Thomas Saueressig and Kai Öistämö were elected as new Board members. Following the meeting, the Board re-elected Sari Baldauf to serve as Chair and Søren Skou as the new Vice Chair of the Board for a term ending at the close of the next Annual General Meeting.

The current members of the Board are all non-executive. For the term that began at the Annual General Meeting 2022, all Board member candidates have been determined to be independent of Nokia and its significant shareholders under the Finnish corporate governance rules and the rules of the NYSE, as applicable.

Currently there are six different nationalities represented on the Board and 40% of the Board members are female.

In addition to biographical information of the Board members, the following table sets forth also the number of shares and American Depositary Shares (ADS) held by the members of the Board at 31 December 2022, when they held a total of 969 511 shares and ADSs in Nokia, which represented approximately 0.02% of our total shares and voting rights excluding shares held by the Nokia Group.

Independent of the

Year of

company and major

Gender

Birth

Nationality

Tenure⁽¹⁾

shareholders

Shares⁽²⁾

ADSs⁽²⁾

Sari Baldauf (Chair)

Female

1955

Finnish

4

Independent

243 148

Søren Skou (Vice Chair)

Male

1964

Danish

3

Independent

66 377

Bruce Brown

Male

1958

American

10

Independent

202 941

Thomas Dannenfeldt

Male

1966

German

2

Independent

80 139

Lisa Hook

Female

1958

American

0

Independent

15 227

Jeanette Horan

Female

1955

British

5

Independent

95 058

Edward Kozel

Male

1955

American

5

Independent

122 944

Thomas Saueressig

Male

1985

German

0

Independent

14 816

Carla Smits-Nusteling

Female

1966

Dutch

6

Independent

114 045

Kai Öistämö

Male

1964

Finnish

0

Independent

14 816

(1) Terms as Nokia Board member before the Annual General Meeting on 5 April 2022.

(2) The number of shares or ADSs includes shares and ADSs received as director compensation as well as shares and ADSs acquired through other means. Stock options or other equity awards that are deemed as being beneficially owned under the applicable SEC rules are not included.

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Experience and skills of the Board members

Business Exec role with P&L responsibility

External boardroom roles / Governance expertise

Finance and accounting

Legal / Public policy / Compliance

Communications service provider market segment

Enterprise market segment

Technology

Cybersecurity

Environmental / Social issues

Current Board Members

Sari Baldauf

x

Søren Skou

x

Bruce Brown

x

Thomas Dannenfeldt

x

Lisa Hook

x

Jeanette Horan

x

Edward Kozel

x

Thomas Saueressig

x

Carla Smits-Nusteling

x

Kai Öistämö

x

Proposed new Board Members

Timo Ahopelto

x

Elizabeth Crain

x

Proposed members of the Board of Directors

Proposals of the Board of Directors to the Annual General Meeting 2023 were published on 26 January 2023. On the recommendation of the Board’s Corporate Governance and Nomination Committee, the Board proposes to the Annual General Meeting that the number of Board members be ten. Bruce Brown and Edward Kozel have informed that they will no longer be available to serve on the Nokia Board of Directors after the Annual General Meeting. Consequently, the Board proposes, on the recommendation of the Board’s Corporate Governance and Nomination Committee, that the following eight current Board members be re-elected as members of the Nokia Board of Directors for a term ending at the close of the next Annual General Meeting: Sari Baldauf, Thomas Dannenfeldt, Lisa Hook, Jeanette Horan, Thomas Saueressig, Søren Skou, Carla Smits-Nusteling and Kai Öistämö.

Furthermore, the Board proposes, on the recommendation of the Corporate Governance and Nomination Committee, that the following new members be elected to the Board for a term ending at the close of the next Annual General Meeting: Timo Ahopelto, entrepreneur and Founding Partner of Lifeline Ventures, a venture capital firm; and Elizabeth Crain, co-founder and Chief Operating Officer of Moelis & Company, a global investment bank.

The Corporate Governance and Nomination Committee will propose in the assembly meeting of the new Board of Directors that Sari Baldauf be re-elected to serve as Chair of the Board and Søren Skou be re-elected to serve as Vice Chair of the Board, subject to their election to the Board of Directors. The Board composition proposed to the Annual General Meeting 2023 has representation of six nationalities and 50% of the proposed members are female.

The proposed members of the Board are all non-executive. For the term beginning at the Annual General Meeting 2023, all Board member candidates have been determined to be independent of Nokia and its significant shareholders under the Finnish corporate governance rules and the rules of the NYSE. Any possible changes impacting the independence assessment would be assessed as of the date of the Annual General Meeting. The Corporate Governance and Nomination Committee has prepared the proposed composition of the Board of Directors to the Annual General Meeting 2023 after careful assessment on proposed Directors’ external time commitments, taking into account shareholders’ expectations in this regard.

While the prevailing Finnish market practice is to vote on the proposed Board composition as a slate, some of our investors have expressed their preference of being able to vote on Directors individually. Nokia has been actively involved in the initiative to supplement the market practice as well as the Finnish Corporate Governance Code to enable the individual director election method in Finland. We are proud to be among the first Finnish companies to introduce this individual director election method and provide our shareholders with the opportunity to participate in the vote on individual Board member candidates in our forthcoming Annual General Meeting in 2023.

Biographical details of our current Board members

Chair Sari Baldauf

b. 1955

Chair of the Nokia Board since 2020. Board member since 2018. Member of the Corporate Governance and Nomination Committee and the Personnel Committee.

Master of Business Administration, Helsinki School of Economics and Business Administration, Finland. Bachelor of Science, Helsinki School of Economics and Business Administration, Finland. Honorary doctorates in Technology (Helsinki University of Technology, Finland) and Business Administration (Turku School of Economics and Business Administration and Aalto University School of Business, Finland).

Executive Vice President and General Manager, Networks Business Group, Nokia 1998–2005. Various executive positions at Nokia in Finland and in the United States 1983–1998.

Member of the Supervisory Board and Member of the Nomination Committee of Mercedes-Benz Group AG. Member of the Board of Directors of Aalto University. Senior Advisor of DevCo Partners Oy. Member of the Board of Directors and Member of the Executive Committee of Technology Industries of Finland.

Member of the Supervisory Board of Deutsche Telekom AG 2012–2018. Chair of the Board of Directors of Fortum Corporation 2011–2018. Member of the Board of Directors of Akzo Nobel 2012–2017.

Vice Chair Søren Skou
b. 1964
Vice Chair of Nokia Board since 2022. Nokia Board member since 2019. Member of the Personnel Committee.

MBA (honours), IMD, Switzerland. Bachelor of Business Administration, Copenhagen Business School, Denmark. Maersk International Shipping Education (M.I.S.E.).

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Chief Executive Officer of A.P. Møller - Mærsk A/S 2016–2022. Chief Executive Officer of Maersk Line 2012–2016. Chief Executive Officer of Maersk Tankers 2001–2011. Variety of executive roles, senior positions and other roles at A.P. Møller - Mærsk since 1983.

Chairman of the Board of the Mærsk Mc-Kinney Møller Center for Zero Carbon Shipping (a not-for-profit foundation). Member of The European Round Table for Industry.

Bruce Brown

b. 1958

Nokia Board member since 2012. Chair of the Personnel Committee. Member of the Corporate Governance and Nomination Committee and the Technology Committee.

MBA, Xavier University, the United States. BS (Chemical Engineering), Polytechnic Institute of New York University, the United States.

Chief Technology Officer of the Procter & Gamble Company 2008–2014. Various executive and managerial positions in Baby Care, Feminine Care, and Beauty Care units of the Procter & Gamble Company since 1980 in the United States, Germany and Japan.

Member of the Board of Directors, Chair of the Compensation Committee and member of the Nominating and Corporate Governance Committee of the Glatfelter Company.

Member of the Board of Directors, the Audit Committee and the Compensation Committee of Medpace Inc. 2016–2019. Member of the Board of Directors of Agency for Science, Technology & Research (A*STAR) in Singapore 2011–2018.

Thomas Dannenfeldt

b. 1966

Nokia Board member since 2020. Member of the Audit Committee and the Personnel Committee.

Degree in Mathematics, University of Trier, Germany.

Chief Financial Officer of Deutsche Telekom AG 2014–2018. Chief Financial Officer of Deutsche Telekom’s German operations 2010–2014. Various operational positions (sales, marketing, customer care, finance and procurement in fixed and mobile business, national and international positions) at Deutsche Telekom 1992–2010.

Chair of the Supervisory Board of Ceconomy AG and Chair of the Presidential Committee and Mediation Committee. Member of the Board of Advisors at axxessio GmbH.

Member of the Board of Directors of T-Mobile US 2013–2018 and Buy-In 2013–2018. Chair of the Board of Directors of T-Systems International 2013–2018 and EE Ltd. 2014–2016.

Lisa Hook

b. 1958

Nokia Board member since 2022. Member of the Audit Committee.

Juris Doctorate, Dickinson School of Law at Pennsylvania State University, the United States. Bachelor’s degree in Public Policy, Duke University, the United States.

President and CEO of Neustar, Inc. 2010–2018. COO of Neustar, Inc. 2008–2010. President and CEO of Sunrocket, Inc. 2006–2007. Executive positions at America Online, Inc. 2000–2004. Previous positions as Partner at Brera Capital Partners, managing director of Alpine Capital Group, LLC., various executive positions at Time Warner, Inc., legal advisor to the Chairman of the Federal Communications Commission, and General Counsel of the Cable Group at Viacom International, Inc.

Member of the Board of Directors and Chair of the Risk and Technology Committee of Fidelity National Information Services, Inc. Member of the Board of Directors and Chair of the Consumer Relationships and Regulation Committee of Philip Morris International. Member of the Board of Directors of Ritchie Bros. Auctioneers Inc. and Chair of the Compensation Committee. Member of the Board of Zayo Group and CubeIQ. Chair of Advisory Board of Trilantic Capital Partners. Member of the U.S. National Security Telecommunications Advisory Committee since 2012.

Member of the Board of Directors of Ping Identity Holding Corporation 2019–2022, Partners Group Holdings 2020–2021 and Unisys Corporation 2019–2021. Member of the Board of Directors of Neustar, Inc. 2010–2019. Previous Board memberships at RELX Plc and RELX NV, 2006–2016, Covad Communications 2005–2007, Time Warner Telecom 1999–2001, K-12 Inc. and National Geographic Ventures.

Honored as a 2012 Penn State Alumni Fellow for leadership in technology by the Dickinson School of Law and Pennsylvania State University.

Jeanette Horan

b. 1955

Nokia Board member since 2017. Member of the Audit Committee and the Technology Committee.

MBA, Business Administration and Management, Boston University, the United States. BSc, Mathematics, University of London, the United Kingdom.

Various executive and managerial positions at IBM 1998–2015. Vice President of Digital Equipment Corporation 1994–1998. Vice President, Development of Open Software Foundation 1989–1994.

Member of the Supervisory Board at Wolters Kluwer, and the Chair of the Selection and Remuneration Committee. Member of the Board of Advisors at Jane Doe No More, a non-profit organization. Member of the Board of Directors of the Ridgefield Symphony Orchestra, a non-profit organization.

Member of the Board of Advisors of Cybereason 2017–2018. Member of the Board of Directors of West Corporation 2016–2017 and Microvision 2006–2017.

Edward Kozel

b. 1955

Nokia Board member since 2017. Chair of the Technology Committee and member of the Audit Committee.

Degree in Electrical Engineering and Computer Science, University of California, the United States.

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President and CEO of Range Networks 2013–2014. Owner of Open Range 2000–2013. Chief Technology and Innovation Officer and member of the Board of Management of Deutsche Telekom 2010–2012. CEO of Skyrider 2006–2008. Managing Director of Integrated Finance 2005–2006. Senior Vice President, Business development and Chief Technology Officer and Board member of Cisco 1989–2001.

Member of the Advisory Board at Telia Ventures 2016–2020.

Various Board memberships in 1999–2009.

Thomas Saueressig
b. 1985
Member of the Executive Board of SAP SE and Global Head of SAP Product Engineering. Nokia Board member since 2022. Member of the Technology Committee.

Degree in Business Information Technology, University of Cooperative Education in Mannheim, Germany. Joint Executive MBA from ESSEC, France and Mannheim Business School, Germany.

Chief Information Officer of SAP SE 2016–2019, Vice President, Global Head of IT Services of SAP SE 2014–2016. Held various positions at SAP in Germany since 2007, including assignment in the SAP Labs Silicon Valley in Palo Alto, California, the United States.

Member of the Young Global Leaders of the World Economic Forum. Member of the Industry Advisory Board of the Munich Institute of Robotics and Machine Intelligence (MIRMI).

Carla Smits-Nusteling

b. 1966

Nokia Board member since 2016. Chair of the Audit Committee and member of the Corporate Governance and Nomination Committee.

Master’s Degree in Business Economics, Erasmus University 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 at KPN 2000–2009. Various financial and operational positions at TNT/PTT Post 1990–2000.

Member of the Board of Directors and Chair of the Audit Committee of Allegro.eu SA. Member of the Board of Directors of the Stichting Continuïteit Ahold Delhaize (SCAD) foundation.

Chair of the Board of Directors of TELE2 AB 2013–2023. Lay Judge in the Enterprise Court of the Amsterdam Court of Appeal 2015–2022. Member of the Supervisory Board and Chair of the Audit Committee of ASML 2013–2021. Member of the Management Board of the Unilever Trust Office 2015–2019.

Kai Öistämö
b. 1964
President and CEO of Vaisala Corporation. Nokia Board member since 2022. Chair of the Corporate Governance and Nomination Committee and member of the Technology Committee.

PhD in computer science, Tampere University of Technology, Finland.

Chief Operating Officer of InterDigital, Inc. 2018–2020. Executive Partner, Siris Capital Group 2016–2018. EVP, Chief Development Officer, Nokia 2010–2014. EVP, Devices Nokia 2008–2010. EVP, Mobile Phones Business Group, Nokia 2006–2008. Several previous positions at Nokia since 1991.

Chairman of the Board of Fastems Group 2014–2022. Member of the Board of Directors of Sanoma Group 2010–2021. Chairman of the Board of Helvar Oy Ab 2014–2020. Member of the Board of Directors of Mavenir Plc. 2017–2018. Member of the Board of Directors of Digia / Qt Group Oyj 2015–2018. Member of the Board of Directors of InterDigital, Inc. 2015–2018. Member of the Board of Directors of Oikian solutions Oy 2014–2018. Chairman of the Board, Tampere University 2013–2017. Chairman of the Board of Directors, Tekes 2012–2014. Member of the Board of Directors of Nokian Renkaat Oyj 2008–2010.

Operations of the Board of Directors

The Board represents and is accountable to the shareholders of Nokia. While its ultimate statutory accountability is to the shareholders, the Board also takes into account the interests of Nokia’s other stakeholders. The Board’s responsibilities are active, not passive, and include the responsibility to evaluate the strategic direction of Nokia, its management policies and the effectiveness of the implementation of such by the management on a regular basis. It is the ~~delivery~~responsibility of ~~it within~~the members of the Board to act in good faith and with due care, so as to exercise their business judgment on an informed basis, in a ~~transparent~~manner that they reasonably and honestly believe to be in the best interests of Nokia and its shareholders. In discharging this obligation, the members of the Board must inform themselves of all relevant information reasonably available to them. The Board and each Board Committee also have the power to appoint independent legal, financial or other advisors as they deem necessary. The Company will provide sufficient funding to the Board and to each Committee to exercise their functions and provide compensation for the services of their advisors.

The Board is ultimately responsible for, and its duties include, monitoring and reviewing Nokia’s financial reporting process, the effectiveness of related control and audit functions and the independence of Nokia’s external auditor, as well as monitoring the Company’s statutory audit. The Board’s responsibilities also include overseeing the structure and composition of our top management and monitoring legal compliance and the management of risks related to our operations. In doing so, the Board may set annual ranges and/or individual limits for capital expenditures, investments and divestitures and other financial and non-financial commitments that may not be exceeded without a separate Board approval.

In risk management, the Board’s role includes risk analysis and assessment in connection with financial, strategy and business reviews, updates and decision-making proposals. Risk management policies and processes are an integral part of Board deliberations and risk-related updates are provided to the Board on a recurring basis. For a more detailed description of our risk management policies and processes, refer to “Risk management, internal control and internal audit functions at Nokia—Main features of risk management systems”.

The Board has the responsibility for appointing and discharging the President, the Chief Executive Officer, Chief Financial Officer and Chief Legal Officer.

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The Board approves and the independent directors of the Board confirm the compensation and terms of employment of the President and CEO, subject to the requirements of Finnish law, upon the recommendation of the Personnel Committee of the Board. The compensation and terms of employment of the other Group Leadership Team members are approved by the Personnel Committee upon the recommendation of the President and CEO.

Board oversight of environmental and social activities and governance ~~framework.~~ practices (ESG)

Under our Corporate Governance Guidelines, the Board evaluates Nokia’s environmental and social activities and governance practices (ESG), related risks and target setting as well as their implementation and effectiveness in the Company. In 2022, the Board approved the new enhanced ESG strategy of the Company focusing on the environment, industrial digitalization, security & privacy, bridging the digital divide, and responsible business. The Board also reviewed the related risks and opportunities, approved the targets on climate change and diversity included in the short-term incentive program, monitored them and other ESG targets as well as the evolving ESG requirements and expectations, investor feedback and the disclosure approach.

In addition, the Board Committees monitor environmental and social developments and activities in the Company in their respective areas of responsibilities. During 2022, the Audit Committee’s responsibilities included, amongst others, the implementation planning of new climate and other sustainability reporting requirements, as well as oversight of the ethics and compliance program and information and services security risks and maturity. The Audit Committee also annually reviews sustainability disclosures as well as the use of conflict minerals in Nokia’s products presented in the annual reports and the related regulatory filings. The Personnel Committee assists the Board in the incorporation of the ESG related metrics in the incentive structures and oversees the human capital management, including personnel policies and practices related to Nokia culture, physical safety, employee wellbeing, diversity, recruiting, development and retention. The Corporate Governance and Nomination Committee assesses and advises the Board in the environmental, social and governance (ESG) related activities and practices aiming to enhance the governance structure supporting them. The Technology Committee has reviewed how the Company’s new ESG strategy embeds into its technology strategy and roadmaps.

While the oversight of the security risks and their management, including cybersecurity, is a Board level responsibility in the Company, the detailed reviews of the different security domains are allocated to the Board’s different committees. The responsibilities of the Audit Committee include oversight of the IT and services security risks and maturity. The Technology Committee oversees the product and customer security risk management. The oversight of the physical risks belongs to the Personnel Committee.

Key areas of focus for the Board’s and its Committees’ activities in 2022

The table below sets out a high-level overview of the key areas of focus for the Board’s and its Committees’ activities during the ~~year in addition to regular business and financial updates at each Board meeting and several reviews of the impacts and actions relating to the COVID-19 pandemic.~~year.


	~~January~~February	February/ March	April	May	July	September/ October	December
Board	- ~~Digitalization~~Business and financial reviews - Q4 and 2021 financials - Strategy - AGM proposals, incl. reinstating dividend - Share buyback program - Annual Policy and Charter review - Review of CEO’s performance, targets and remuneration	- Russian invasion of Ukraine - Annual report - Remuneration Report 2021	- AGM and appointing Board Chair, Vice Chair and Committee members - Business and financial reviews - Strategy - Geopolitical update - ~~Ethics & compliance~~Investor relations and ~~litigation~~corporate governance update - ~~Board evaluation~~	- ~~CEO change~~ - ~~Postponing 2020 AGM due to COVID-19~~ - ~~Remuneration Policy to be presented to the AGM~~ - ~~Nokia Equity Program 2020~~	- ~~Transformation update~~ - ~~Convening the remote AGM~~	- ~~Technology Strategy update~~ - ~~Digitalization update~~ - ~~Appointment of the new Board Chair and Vice Chair~~Q1 financials	- Annual sustainability review - ~~Key market strategies~~Business and financial reviews - Strategy - Ethics & compliance - Litigation update - Digitalization update	- Business and financial reviews - Q2 financials - Strategy - Nokia innovation framework	- Annual strategy meeting - ~~New operating model planning~~	- ~~Annual plan and long-range plan~~ - ~~Enterprise Risk Management~~External market perspective - Business ~~group strategy~~and financial reviews - Group Leadership Team (GLT) succession planning - Q3 financials	- Business and financial reviews - Strategy - Annual and long-range forecast and target setting - Board evaluation - Key risks review - Digitalization update - Investors’ feedback on Nokia ESG
Corporate Governance and Nomination Committee	- AGM proposals on Board composition and remuneration - Committee compositions - Corporate governance statement	- ~~AGM proposals~~		- ~~Organization of the Board and its Committees~~AGM shareholder feedback		- ~~Future~~Planning of Board composition proposal		- Corporate governance ~~update~~developments - Status of Board composition proposal - Board evaluation approach	- Board ~~evaluation process~~remuneration review and benchmarking - ~~Board’s diversity principles~~Annual assessment of director commitments - ~~Proxy advisor policy update~~Finalizing Board composition proposal to the AGM - Annual Charter review
Personnel Committee	- Incentive ~~targets and objectives~~achievements for 2021 - ~~Nokia Equity Program~~CEO and GLT performance - ~~Investor feedback on remuneration practices~~Incentive targets and objectives for 2022	- ~~CEO remuneration~~ - ~~Remuneration Policy review~~		- ~~GLT LTI nominations~~ - ~~Investor feedback from Remuneration Policy voting in AGM~~	- ~~AGM update~~ - ~~PC Advisor update~~ - ~~Review of Share Ownership and Clawback Policies~~	- ~~Alignment on LTI approach~~ - ~~Risk review~~	- ~~2021 incentive program framework~~ - Culture - AGM shareholder feedback - GLT remuneration	- Human capital risk review - PC Advisor’s market and benchmarking update	- Status of 2023 incentive and equity framework - Human capital update - GLT succession planning	- 2023 incentive targets - 2023 equity plans - Investor and proxy advisor feedback - Planning of Remuneration Report for ~~2020~~2022 - Annual Charter review

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Nokia Equity Program proposal 2022

Audit

Committee

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Q4 and ~~full-year 2019 financials, annual report~~

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~~Compliance, internal audit and internal controls updates~~2021 accounting

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Auditor reporting

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~~Update by the new auditor~~Ethics and compliance, internal audit and internal controls updates

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Chair Sari Baldauf

b. 1955

Chair of the Nokia Board since 2020. Board member since 2018. Member of the Corporate Governance and Nomination Committee and the Personnel Committee.

Master of Business Administration, Helsinki School of Economics and Business Administration, Finland. Bachelor of Science, Helsinki School of Economics and Business Administration, Finland. Honorary doctorates in Technology (Helsinki University of Technology, Finland) and Business Administration (Turku School of Economics and Business Administration and Aalto University School of Business, Finland).

Executive Vice President and General Manager, Networks Business Group, Nokia 1998–2005. Various executive positions at Nokia in Finland and in the United States 1983–1998.

Member of the Supervisory Board and Member of the Nomination Committee of Mercedes-Benz Group AG. Member of the Board of Directors of Aalto University. Senior Advisor of DevCo Partners Oy. Member of the Board of Directors and Member of the Executive Committee of Technology Industries of Finland.

Member of the Supervisory Board of Deutsche Telekom AG 2012–2018. Chair of the Board of Directors of Fortum Corporation 2011–2018. Member of the Board of Directors of Akzo Nobel 2012–2017.

Vice Chair Søren Skou
b. 1964
Vice Chair of Nokia Board since 2022. Nokia Board member since 2019. Member of the Personnel Committee.

MBA (honours), IMD, Switzerland. Bachelor of Business Administration, Copenhagen Business School, Denmark. Maersk International Shipping Education (M.I.S.E.).

~~AGM proposals~~

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Chief Executive Officer of A.P. Møller - Mærsk A/S 2016–2022. Chief Executive Officer of Maersk Line 2012–2016. Chief Executive Officer of Maersk Tankers 2001–2011. Variety of executive roles, senior positions and other roles at A.P. Møller - Mærsk since 1983.

Chairman of the Board of the Mærsk Mc-Kinney Møller Center for Zero Carbon Shipping (a not-for-profit foundation). Member of The European Round Table for Industry.

Bruce Brown

b. 1958

Nokia Board member since 2012. Chair of the Personnel Committee. Member of the Corporate Governance and Nomination Committee and the Technology Committee.

MBA, Xavier University, the United States. BS (Chemical Engineering), Polytechnic Institute of New York University, the United States.

Chief Technology Officer of the Procter & Gamble Company 2008–2014. Various executive and managerial positions in Baby Care, Feminine Care, and Beauty Care units of the Procter & Gamble Company since 1980 in the United States, Germany and Japan.

Member of the Board of Directors, Chair of the Compensation Committee and member of the Nominating and Corporate Governance Committee of the Glatfelter Company.

Member of the Board of Directors, the Audit Committee and the Compensation Committee of Medpace Inc. 2016–2019. Member of the Board of Directors of Agency for Science, Technology & Research (A*STAR) in Singapore 2011–2018.

Thomas Dannenfeldt

b. 1966

Nokia Board member since 2020. Member of the Audit Committee and the Personnel Committee.

Degree in Mathematics, University of Trier, Germany.

Chief Financial Officer of Deutsche Telekom AG 2014–2018. Chief Financial Officer of Deutsche Telekom’s German operations 2010–2014. Various operational positions (sales, marketing, customer care, finance and procurement in fixed and mobile business, national and international positions) at Deutsche Telekom 1992–2010.

Chair of the Supervisory Board of Ceconomy AG and Chair of the Presidential Committee and Mediation Committee. Member of the Board of Advisors at axxessio GmbH.

Member of the Board of Directors of T-Mobile US 2013–2018 and Buy-In 2013–2018. Chair of the Board of Directors of T-Systems International 2013–2018 and EE Ltd. 2014–2016.

Lisa Hook

b. 1958

Nokia Board member since 2022. Member of the Audit Committee.

Juris Doctorate, Dickinson School of Law at Pennsylvania State University, the United States. Bachelor’s degree in Public Policy, Duke University, the United States.

President and CEO of Neustar, Inc. 2010–2018. COO of Neustar, Inc. 2008–2010. President and CEO of Sunrocket, Inc. 2006–2007. Executive positions at America Online, Inc. 2000–2004. Previous positions as Partner at Brera Capital Partners, managing director of Alpine Capital Group, LLC., various executive positions at Time Warner, Inc., legal advisor to the Chairman of the Federal Communications Commission, and General Counsel of the Cable Group at Viacom International, Inc.

Member of the Board of Directors and Chair of the Risk and Technology Committee of Fidelity National Information Services, Inc. Member of the Board of Directors and Chair of the Consumer Relationships and Regulation Committee of Philip Morris International. Member of the Board of Directors of Ritchie Bros. Auctioneers Inc. and Chair of the Compensation Committee. Member of the Board of Zayo Group and CubeIQ. Chair of Advisory Board of Trilantic Capital Partners. Member of the U.S. National Security Telecommunications Advisory Committee since 2012.

Member of the Board of Directors of Ping Identity Holding Corporation 2019–2022, Partners Group Holdings 2020–2021 and Unisys Corporation 2019–2021. Member of the Board of Directors of Neustar, Inc. 2010–2019. Previous Board memberships at RELX Plc and RELX NV, 2006–2016, Covad Communications 2005–2007, Time Warner Telecom 1999–2001, K-12 Inc. and National Geographic Ventures.

Honored as a 2012 Penn State Alumni Fellow for leadership in technology by the Dickinson School of Law and Pennsylvania State University.

Jeanette Horan

b. 1955

Nokia Board member since 2017. Member of the Audit Committee and the Technology Committee.

MBA, Business Administration and Management, Boston University, the United States. BSc, Mathematics, University of London, the United Kingdom.

Various executive and managerial positions at IBM 1998–2015. Vice President of Digital Equipment Corporation 1994–1998. Vice President, Development of Open Software Foundation 1989–1994.

Member of the Supervisory Board at Wolters Kluwer, and the Chair of the Selection and Remuneration Committee. Member of the Board of Advisors at Jane Doe No More, a non-profit organization. Member of the Board of Directors of the Ridgefield Symphony Orchestra, a non-profit organization.

Member of the Board of Advisors of Cybereason 2017–2018. Member of the Board of Directors of West Corporation 2016–2017 and Microvision 2006–2017.

Edward Kozel

b. 1955

Nokia Board member since 2017. Chair of the Technology Committee and member of the Audit Committee.

Degree in Electrical Engineering and Computer Science, University of California, the United States.

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~~Structured finance update~~