Resolutions of Nokia Corporation’s Annual General Meeting and Board of Directors’ Assembly Meeting

Nokia Corporation
Stock Exchange Release
9 April 2026 at 16:45 EEST

Resolutions of Nokia Corporation’s Annual General Meeting and Board of Directors’ Assembly Meeting

Espoo, Finland – The Annual General Meeting (AGM) of Nokia Corporation took place today 9 April 2026 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 2025 and approved the Company’s Remuneration Report. In addition, the AGM adopted the following resolutions.

Authorization to the Board to resolve 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 with the preliminary record and payment dates 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, Board committees and Board remuneration
The AGM resolved to elect ten members to the Board. The following nine members of the Board were re-elected for the term ending at the close of the next Annual General Meeting: Timo Ahopelto, Elizabeth Crain, Thomas Dannenfeldt, Pernille Erenbjerg, Lisa Hook, Timo Ihamuotila, Mike McNamara, Thomas Saueressig and Kai Öistämö. In addition, the AGM resolved to elect Meredith Whittaker as a new member of the Board of Directors for the same term of office.

In an assembly meeting that took place after the AGM, the Board of Directors of Nokia Corporation elected Timo Ihamuotila as Chair and Thomas Saueressig as Vice Chair of the Board.

The Board also elected the following members to the Board Committees:

• Pernille Erenbjerg was elected as Chair and Thomas Dannenfeldt, Lisa Hook and Mike McNamara as members of the Audit Committee.
• Thomas Saueressig was elected as Chair and Pernille Erenbjerg, Lisa Hook and Timo Ihamuotila as members of the Corporate Governance and Nomination Committee.
• Thomas Dannenfeldt was elected as Chair and Timo Ahopelto, Elizabeth Crain and Timo Ihamuotila as members of the Personnel Committee.
• Kai Öistämö was elected as Chair and Timo Ahopelto, Mike McNamara and Meredith Whittaker as members of the Technology Committee.
• Elizabeth Crain was elected as Chair and Pernille Erenbjerg, Lisa Hook and Kai Öistämö as members of the Strategy Committee.
  
  

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 2027, 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 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 Deloitte Oy as the auditor for Nokia for the financial year 2027. In addition, the AGM re-elected Deloitte Oy as the sustainability reporting assurer for Nokia Corporation for the financial year 2027. 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 2027 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 550 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. The authorization is effective until 8 October 2027 and it terminated the corresponding repurchase authorization granted by the Annual General Meeting on 29 April 2025 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 550 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 8 October 2027 and it terminated the corresponding authorization granted by the Annual General Meeting on 29 April 2025 to the extent that the Board has not previously resolved to issue shares or special rights based on such authorization.

Minutes of the Annual General Meeting
The minutes of the AGM will be available on the Company’s website latest on 23 April 2026.

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