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Corporate governance

We take pride in our strong corporate governance framework, designed to ensure our Board has all necessary information and robust practices in place to review and evaluate our business operations and management as well as to make decisions independent of management.

Our corporate governance practices

We are committed to maintaining a strong corporate governance framework that supports effective oversight, accountability and independent decision-making.

Our corporate governance practices are based on Finnish law, our Articles of Association, the Corporate Governance Guidelines adopted by the Board, and the Finnish Corporate Governance Code issued by the Securities Market Association.

As a company listed on Nasdaq Helsinki and with American Depositary Shares listed on the New York Stock Exchange (NYSE), we comply with applicable Nasdaq Helsinki rules, U.S. securities laws and regulations, and the NYSE listing standards applicable to foreign private issuers, including the corporate governance standards under Section 303A of the NYSE Listed Company Manual.

Our Corporate Governance Statement is prepared annually in accordance with the Finnish Securities Markets Act and the Finnish Corporate Governance Code.

Complying with the NYSE listing standards

We comply with the New York Stock Exchange’s (NYSE) corporate governance listing 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 applicable regulations.

There are no significant differences in the corporate governance practices applied by Nokia as compared to those applied by US companies under the NYSE corporate governance listing standards, with the exception that Nokia complies with the requirements of Finnish law with respect to the approval of equity compensation plans.

Under Finnish law, stock option plans require shareholders’ approval or authorization to the Board 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 the shareholder approval has been granted through an authorization to the Board. The NYSE corporate governance standards require that the equity compensation plans be approved by a company’s shareholders. Nokia aims to minimize the necessity for, or consequences of, conflicts between the laws of Finland and applicable non-domestic requirements.