Disclosure principles

Nokia has various stakeholders, including employees, investors, media, customers and governments. Nokia Corporation’s shares and American Depositary Receipts are also publicly-listed on the Helsinki stock exchange (Nasdaq Helsinki) and the New York stock exchange (NYSE). Consequently, Nokia must follow applicable laws and regulations in its public communications.

Nokia is required by laws and regulations to disclose financial information on a regular basis. The financial statements releases, interim reports and half year financial reports are published according to the pre-disclosed financial calendar as stock exchange releases. The financial calendar containing the dates for financial releases during the next financial year is disclosed before the end of the preceding financial year.

Nokia publishes a summary of its interim report through a stock exchange release at Nasdaq Helsinki. The complete interim report is appended to the stock exchange release and published on Nokia’s website.

Nokia publishes the Finnish annual report, which includes the review by the Board, the corporate governance statement, the remuneration statement and the audited financial statements as well as the auditor’s report in accordance with the Finnish laws and regulations annually by the end of April. The publication of the annual report is approved for publication by the Board, subject to review of the document.

The annual report of Nokia is filed with the SEC on Form 20-F annually. Form 20-F is prepared in accordance with the requirements of U.S. securities laws and regulations applicable to foreign companies whose securities are listed in the United States, with such additional disclosures as Nokia deems appropriate from time to time.

Ahead of Nokia’s quarterly financial results announcement the company institutes a silent period during which certain communications activities are generally limited in-line with procedures adopted by Nokia Communications and Investor Relations teams. The silent period is in effect from the last Wednesday of the financial period (i.e. the last Wednesday of March, June, September and December) until the release of the financial results.

Nokia discloses other information required to be disclosed in a stock exchange release as prescribed by rules and regulations.

Among other things, the materiality of non-public information determines how and when the information needs to be made public. As Nokia's securities are listed on multiple exchanges, various definitions for materiality need to be considered. Specifically, under the most relevant tests, information is material and possibly constitutes inside information, (i) if it was made public, it would be likely to have a significant effect on the price of Nokia’s securities, or (ii) there is a substantial likelihood that the disclosure of the omitted fact or information would have been viewed by a reasonable investor as having significantly altered the total mix of information made available. Materiality is assessed both quantitatively and qualitatively, and the materiality assessment involves judgments that are often evaluated in hindsight.

Nokia has a centralized process for evaluating the nature of information and whether or not it could be considered as inside information and whether, and in which form, a disclosure obligation exists under applicable laws and regulations and/or any requirements deriving from stock exchange listings.

Nokia shall inform the public as soon as possible of inside information in accordance with applicable regulation through a stock exchange release unless certain requirements set out in applicable rules and regulations to delay disclosure are met. 

Nokia reports on Environmental, Social and Governance (“ESG”) matters in accordance with applicable regulatory requirements. ESG matters are reported as part of the Finnish annual report and Form 20-F. Nokia may also publish stand-alone reports focusing solely on ESG and disclose relevant ESG matters in connection with quarterly earnings releases.

Starting from financial year 2024, Nokia publishes annual Sustainability Statement prepared in accordance with the Corporate Sustainability Reporting Directive (“CSRD”) and its related delegated acts setting out the mandatory sustainability disclosure requirements. The Sustainability Statement is presented as a part of the Board review in the Finnish annual report, and it reflects Nokia’s sustainability performance, impacts, risks and opportunities across environmental, social and governance dimensions.

There are certain event-specific occasions when Nokia is required to publish information through a stock exchange release or otherwise, as stipulated by the Finnish law or other applicable rules. Such occasions may relate to, for example, the following topics: 

• Changes in Nokia’s own shares
• Issuances of shares and other listed financial instruments
• Notices to and resolutions by the general meetings of shareholders
• Changes in the Board, Group Leadership Team and external auditor(s)
• Financial calendar
• Share buybacks
• Flagging notifications 
• Profit warnings
• Managers’ transactions

Nokia communicates and discloses information through various channels depending on the materiality of information. Nokia issues stock exchange releases and press releases, posts information on its website, informs people through company blogs and forms of social media, such as LinkedIn, Facebook and X, and arranges or participates in events and interviews. Nokia’s management and Investor Relations team regularly meet with investors, capital market representatives and other stakeholders either virtually or face-to-face.

As a listed company, all material information (meaning share price-sensitive information) as well as certain other corporate-level topics must be communicated to the market in a timely manner through a stock exchange release in order to ensure equal and simultaneous access by all market participants to information on facts, matters and circumstances that Nokia believes is likely to have a significant effect on the price of Nokia’s shares or other financial instruments.

Stock exchange releases and all other material relating to the fulfilment of Nokia’s disclosure obligations are published in Finnish and English. Local press releases are issued in the language(s) deemed necessary on the local markets.