Nokia: Board Composition for the 2026 General Meeting

Board Changes and Recommendations

Sari Baldauf will not be available to continue her term after the general meeting. Following the recommendation of the Governance and Nomination Committee, the board proposes to maintain the number of directors at ten. Nine current directors are proposed for re-election: Timo Ahopelto, Elizabeth Crain, Thomas Dannenfeldt, Pernille Erenbjerg, Lisa Hook, Timo Ihamuotila, Mike McNamara, Thomas Saueressig, and Kai Öistämö. Meredith Whittaker, an American citizen and president of the Signal Technology Foundation, is proposed as a new director. Timo Ihamuotila is proposed for the position of chairman of the board, and Thomas Saueressig as vice-chairman.

Director Remuneration and Corporate Proposals

The annual remunerations for directors are proposed to be maintained at current levels, with about 40% paid in Nokia shares. The board also proposes an authorization to distribute a maximum of 0.14 euros per share in dividends or assets from the unrestricted equity reserve, to be paid in four installments during the validity period. Deloitte Oy is proposed for re-election as auditor and sustainability report assurer for the fiscal year 2027. The board also requests authorization to issue a maximum of 550 million shares and to repurchase up to 550 million shares, valid until October 8, 2027.