Resolutions of Nokia Corporation’s Annual General Meeting

Nokia Corporation
Stock Exchange Release
29 April 2025 at 15.45 EEST

Resolutions of Nokia Corporation’s Annual General Meeting

Espoo, Finland – The Annual General Meeting (AGM) of Nokia Corporation took place today 29 April 2025 in Helsinki, Finland. The AGM approved all the proposals of the Board of Directors to the AGM.

The AGM adopted the Company’s financial statements, discharged the members of the Board and the President and Chief Executive Officer from liability for the financial year 2024 and adopted the Company’s Remuneration Report and Remuneration Policy. In addition, the AGM adopted the following resolutions.

Authorization to the Board to decide on the asset distribution 
The AGM decided that no dividend is distributed by a resolution of the Annual General Meeting and authorized the Board to resolve on the distribution of an aggregate maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from the reserve for invested unrestricted equity.

The authorization is valid until the opening of the next Annual General Meeting. The Board will resolve separately on the amount and timing of each distribution of the dividend and/or assets from the reserve for invested unrestricted equity so that the preliminary record and payment dates will be as set out below. The Company shall make a separate announcement of each such Board resolution confirming the relevant record and payment dates. 

Preliminary record dates    Preliminary payment dates

Each installment based on the resolution of the Board of Directors will be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the payment.

Composition of the Board of Directors
The AGM resolved to elect ten members to the Board. The following eight members of the Board were re-elected for the term ending at the close of the next Annual General Meeting: Timo Ahopelto, Sari Baldauf, Elizabeth Crain, Thomas Dannenfeldt, Lisa Hook, Mike McNamara, Thomas Saueressig and Kai Öistämö. In addition, the AGM resolved to elect Pernille Erenbjerg and Timo Ihamuotila as new members of the Board of Directors for the same term of office. The qualifications and career experience of the elected Board members are available on the Company’s website at https://www.nokia.com/about-us/company/leadership-and-governance/board-of-directors/meet-the-board/.

Board members’ remuneration
The AGM resolved that the annual fees to be paid to the members of the Board for the term ending at the close of the next Annual General Meeting are as follows:

• EUR 440 000 for the Chair of the Board; 
• EUR 210 000 for the Vice Chair of the Board;  
• EUR 185 000 for each member of the Board; 
• EUR 30 000 each for the Chairs of the Audit Committee and the Personnel Committee and EUR 20 000 each for the Chairs of the Technology Committee and the Strategy Committee as an additional annual fee; and 
• EUR 15 000 for each member of the Audit Committee and Personnel Committee and EUR 10 000 for each member of the Technology Committee and Strategy Committee as an additional annual fee. 

The AGM resolved that approximately 40% of the annual fee will be paid in Nokia shares. The rest of the annual fee would be paid in cash to cover taxes arising from the remuneration. The members of the Board shall retain until the end of their directorship such number of shares that they have received as Board remuneration during their first three years of service on the Board. If the term of a Board member terminates before the Annual General Meeting of 2026, the Board has a right to decide upon potential reclaim of the annual fees as it deems appropriate.

The AGM also resolved to pay a meeting fee of EUR 5 000 per meeting requiring intercontinental travel and EUR 2 000 per meeting requiring intracontinental travel for Board and Committee meetings to all Board members. The meeting fee is paid for a maximum of seven meetings per term. Only one meeting fee is paid if the travel entitling to the fee includes several meetings of the Board and the Committees. The AGM also resolved that the members of the Board of Directors shall be compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work. 

Auditor and Sustainability Reporting Assurer
The AGM re-elected audit firm Deloitte Oy as the auditor for Nokia for the financial year 2026. In addition, the AGM elected authorized sustainability audit firm Deloitte Oy as the sustainability reporting assurer for Nokia Corporation for the financial year 2026. Deloitte Oy has informed the Company that the key audit partner and key sustainability partner will be Authorized Public Accountant (KHT) and Authorized Sustainability Auditor (KRT) Jukka Vattulainen.

The AGM resolved, in accordance with the Board proposal, that the auditor and the sustainability reporting assurer elected for 2026 be reimbursed based on the purchase policy approved by the Board’s Audit Committee and the invoices approved by the Company

Authorizations to resolve on the repurchase of the Company’s own shares and on the issuance of shares and special rights entitling to shares 
The AGM authorized the Board to resolve to repurchase a maximum of 530 million Nokia shares by using funds in the unrestricted equity. Shares may be repurchased to be cancelled, held to be reissued, transferred further or for other purposes resolved by the Board. The shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). The authorization is effective until 28 October 2026 and it terminated the corresponding repurchase authorization granted by the Annual General Meeting on 3 April 2024 to the extent that the Board has not previously resolved to repurchase shares based on the respective authorization.

The AGM authorized the Board to resolve to issue a maximum of 530 million shares through issuance of shares or special rights entitling to shares under Chapter 10, Section 1 of the Finnish Companies Act in one or more issues. The authorization may be used to develop the Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the Company’s equity-based incentive plans, or for other purposes resolved by the Board. Under the authorization, the Board may issue new shares or treasury shares held by the Company. The authorization includes the right for the Board to resolve on all the terms and conditions of the issuance of shares and special rights entitling to shares, including issuance of shares or special rights in deviation from the shareholders’ pre-emptive rights within the limits set by law. The authorization is effective until 28 October 2026 and it terminated the corresponding authorization granted by the Annual General Meeting on 3 April 2024. 

Minutes of the Annual General Meeting 
The minutes of the AGM will be available on the Company’s website latest on 13 May 2025.

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

As a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs, which is celebrating 100 years of innovation.

With truly open architectures that seamlessly integrate into any ecosystem, our high-performance networks create new opportunities for monetization and scale. Service providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work with us to create the digital services and applications of the future.

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