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AGM 2020

May 27, 2020

Speaker 1

During this presentation, we will be making forward looking statements regarding the future business and financial performance of Nokia and its industry. These statements are predictions that involve risks and uncertainties. Actual results may therefore differ materially from the results we currently expect. We have identified such risks in more detail in our 2019 annual report on Form 20 F, our financial report for Q1, as well as our other filings with the U. S.

Securities and Exchange Commission.

Speaker 2

Dear shareholders, we are holding this year's Annual General Meeting under unusual circumstances during a global health emergency. And as you know, we have had to make special arrangements to ensure everyone's safety. As a result, I'm now addressing you via video, and I would like to talk to you a little more about today's AGM before moving on to changes in the company's leadership and closing with a few personal words. Our first responsibility is to ensure the safety of our employees, shareholders and everyone we work with. Because of this, the Nokia Board of Directors has put in place extraordinary measures for this AGM following the temporary legislation passed by the Finnish Parliament on April 24 this year.

To minimize the spread of the COVID-nineteen pandemic, the AGM this year will be held as a rather technical one without the physical presence of shareholders at the meeting venue. The meeting itself is taking place at our headquarters applying social distancing with the smallest possible number of people present. This is necessary to ensure the health and safety of everyone as well as to organize the meeting in an orderly way that allows equal means for shareholders to participate, while also ensuring compliance with the current restrictions set by the authorities. We have not yet seen fully virtual AGMs with real time opportunity to ask questions and vote in large cap companies in Finland. But Nokia has been a forerunner in offering our shareholders an online advanced voting solution in the Finnish market for over a decade.

We also advocate for reliable virtual measures to enable equal opportunity to all shareholders to actively participate regardless of their location. Also, the way we conduct the meeting has changed the content of the meeting and most importantly, the shareholders' ability to fully utilize all their shareholder rights have not changed. In fact, due to the temporary legislation, for the first time ever, all shareholders have been able to participate in the meeting and use shareholder rights by voting in advance and by submitting counter proposals and asking questions in advance. In terms of content, the proposals for this AGM have not changed from those published earlier and submitted for the AGM convened by the Board of Directors on March 2, 2020, which was subsequently postponed due to the pandemic. We are sorry we could not be with you in person today, and thank you for your understanding.

We do cherish the opportunity to have a dialogue with all our shareholders and look forward to doing so again next year. With that, let me move on to the leadership change announcements we have made in recent months. As you all know, Nokia's Board of Directors appointed Pekka Lundmark as President and Chief Executive Officer of Nokia on March 2. Pekka is due to start in his new role on September 1, 2020. Rajiv Suri will leave his current position on August 31 and will continue to serve as an adviser to the Nokia Board until January 1, 2021.

I would like to take this opportunity to thank Rajeev for his leadership and dedication to Nokia over the past 11 years as CEO and the many years of service to the company before that. Rajeev has made Nokia one of the leading players in the telecommunications infrastructure sector, a company with both the scale and scope to be a long term winner in the transition to a digital economy. Very few companies go through the kind of radical change that Nokia has been through and emerge as an industry leader. But that is what Nokia has been able to do, and it is a testament to Rajeev as a person and as a leader. Rajiv, we are both still young or at least relatively young.

And perhaps, if we are lucky, an opportunity to work together again might present itself. I would definitely welcome that. I would also like to welcome Pekka to Nokia. Pekka has a wealth of experience and a proven track record of delivery and success that I believe will prove invaluable to Nokia. He knows the company but also has an opportunity to bring a fresh perspective and new ideas to Nokia from the outside.

Pekka is the right person to drive the company forward, continue the transformation and evolution of our business and seize the opportunities that lie ahead. This is my final Nokia AGM as Chairman of the Board, and Sari Waldauf will take over as the next Chair in the Board's organizing meeting later today. Sari and I have worked closely together since she joined the Nokia Board in 2018 and have continued collaborating very closely since the announcement of her nomination to ensure a smooth and efficient handover after reelection as the next Board Chair. In addition to her time spent serving on the Nokia Board, Saree brings a wealth of experience to the role. She led Nokia's Networks Business Group for 7 years, has served as the Chair of Fortum Corporation and has been a member of the Supervisory Board of Deutsche Telekom.

I am sure that she will be focused on what really matters, representing you, our shareholders, and meeting Nokia's commitments to improving financial results, delivering on our innovative product roadmap for our customers and fulfilling Nokia's role as a critical enabler of the modern economy and the 4th Industrial Revolution. I'm also sure that Sari will both support and challenge the management team. Both Sari and Pekka will be focused on improving Nokia's financial results and delivering to our shareholders. Nokia has seen solid financial performance in the last two quarters, and we are meeting our operational KPIs. I'm confident that the team working closely together will maintain this momentum.

I'd like to take this opportunity to thank Sari for her partnership over the last year and all my Board colleagues for shared moments over the many years past. A special thank you goes to Kari Stadig, Bruce Brown and Betsy Nelson, who have been on the Nokia Board throughout my chairmanship. I'd also like to say a few words about our dividend proposal. First, we fully acknowledge how important dividends are to many of our shareholders and did not take the decision to pause dividend payments lightly. We are confident that it was the right decision even more so in light of the additional uncertainty created by the COVID-nineteen pandemic.

We do have a strong cash position with over €6,000,000,000 in gross cash at the end of Q1. In the technology sector, it is considered necessary to have a high level of cash in order to be able to pursue market opportunities to create shareholder value under all circumstances. You can trust that Nokia will continue to do that. As I now step down as Board Chair, I would like to offer some personal thoughts about the last 12 years during which I have served on the Nokia Board. I have planned already for a couple of years that I would not stand for reelection in this AGM.

As part of our Board Chair succession process, Sari was appointed Vice Chair in the 2019 AGM, and we have worked very closely together with Sari since her appointment. I believe we have accomplished a smooth transfer of the Board Chair's duties in an exemplary way. I feel very good about leaving the Board Chair in Sari's hands. The last 8 years that I have served as Nokia's Chairman have been a period of significant transformation for Nokia and a period of personal learning and development for myself. These years have been at times difficult and challenging, but for someone eager to learn, extremely rewarding.

The journey started from a rapidly collapsing mobile devices company and led to a network infrastructure giant. This has also been a journey of a company with an enterprise value of just €1,500,000,000 during the summer 8 years ago as I started as a new Chairman to a company with an enterprise value of more than 10 times that. Also during that journey, we have distributed more than €7,000,000,000 of funds to our shareholders via dividends and to a small extent via share buybacks. This journey has had a few significant milestones. The realization that our mobile devices business was not salvageable with our own resources and that we had to divest it.

The successful execution of that divestment to Microsoft, an opportunistic acquisition of the half of Nokia Siemens Networks that we did not already own, a period of maximum uncertainty during which Nokia did not have a core business or long term strategy. And thereafter, running the strategy process that led to the decision to focus on the network infrastructure market. Once that strategic direction had been chosen, the journey continued by diving deep into the rapidly shifting dynamics of the networks market and the realization that Nokia alone was too small to invest sufficiently in R and D and lacked certain key components for success such as strong customer relationships with the largest operators in the important U. S. Market and lack of an IP routing solution.

As a result of these realizations, we successfully negotiated the deal with Alcat Elucent and concluded the transaction in a relatively short time frame. As we started the heavy lifting of integrating the mobile networks businesses of the 2 companies, we, together with the whole industry, expected the 5 gs era to start a year later than it actually did. This acceleration of our 5 gs investments and development had its challenges that were reflected in the higher cost levels associated with our 1st generation 5 gs products. We are now publishing clear KPIs on our progress with our system on chip efforts, and it is clear that we have made and are making good progress. We are already in a much improved position, and we believe we remain on track to deliver on our shipment targets for the rest of 2020.

I'm almost a bit restless thinking about how much has transpired during these years. The important thing is we have constantly made progress, sometimes leading the industry, sometimes playing catch up. For me personally, the most valuable part of this experience has been the wonderful people of Nokia and the unique culture of integrity and hard work. There's still lots to be done on all fronts, and I have just one thing to say to my soon to be former colleagues. Never give up on your ideals.

Always preserve the true Nokia culture and values, and always keep aspiring to become better. With that, I would like to thank everyone at Nokia, all our customers and our many partners around the world for what we have done together. And I would like to thank you, our shareholders. It has been my privilege to serve you. The work continues, and I'm confident that the new leadership of the company will make Nokia even stronger.

Thank you very much.

Speaker 1

During this presentation, we will be making forward looking statements regarding the future business and financial performance of Nokia and its industry. These statements are predictions that involve risks and uncertainties. Actual results may therefore differ materially from the results we currently expect. We have identified such risks in more detail in our 2019 annual report on Form 20 F, our financial report for Q1, as well as our other filings with the U. S.

Securities and Exchange Commission.

Speaker 3

Hello, everyone. Thank you for tuning in on the day of Nokia's Annual General Meeting. Thank you too for bearing with us as we reschedule this event against such an extraordinary backdrop. COVID-nineteen means it was impossible for us to hold a traditional AGM with our Board and leadership physically present, but we still wanted to talk to you, our shareholders about Nokia's performance and prospects. So we use the power of networks and brought the key speeches online.

Today, I would like to discuss what we saw in 2019, the progress of our strategy, priorities for 2020 and finally, what comes next. Let me begin with the year just passed. It was a tough year. There were well publicized issues in our mobile access activities, particularly in terms of our product costs, And there was a more general issue with cash generation. I will not sidestep those.

But importantly, 2019 was also a year in which we saw improvement over time, both in Mobile Access and Cash, but also in our high growth, high margin strategic areas such as routing, enterprise and software. If you drill down into the figures, you see that our group level net sales grew by 3% on a reported basis for 2019 or 1% in constant currency. And I will start by giving you a picture of our geographical performance before moving on to some specific business groups. In total, excluding China, we grew roughly in line with our primary addressable market. I say excluding China because there are some unique dynamics at play there that make it difficult to chase a profitable market share.

And happily, on a reported basis, our sales grew in 5 out of 6 regions. Asia Pacific did exceptionally well, 8% constant currency sales growth year on year, driven by investment in 5 gs. That growth was despite a significant decline in India, where the industry was thrown into turmoil by a Supreme Court ruling that operators owed large sums to the government. Elsewhere, Latin America did well with 5% sales growth in constant currency in a flattish market. North America saw 1% constant currency sales growth, a good achievement in the midst of uncertainty stemming from the T Mobile and Sprint merger, which is now approved, bringing significant investment closer.

Europe saw 1% sales growth in constant currency. They also progressed in both orders and sales margin, consolidating last year's recovery. Sales were down by 2% in constant currency in the Middle and Africa, but that was still a good performance in the context of challenging market dynamics. Pitched against that was Greater China, sales down 16% year on year in constant currency. China has moved fast in 5 gs and it is a big volume market for mobile radio units, but it also has serious price pressures.

So when you look at revenue and especially profitability, the market suddenly becomes much, much smaller. So we will take a prudent approach and assess what makes good business sense. Despite decent regional progress, we fell short overall. On profitability, on a reported basis, Nokia's operating margin was 2.1% in 2019 compared to roughly breakeven in 2018. Our non IFRS operating margin was 8.6%, down from 9.7% the previous year.

That drove non IFRS earnings per share to €0.22 down by €0.01 from 2018. On a reported basis, our earnings per share improved from negative €0.10 to €0.0 Moving to cash, we ended 2019 with approximately €1,700,000,000 in net cash and 6 €1,000,000,000 in total cash. Clearly, free cash flow has been tough for us and it has been tough for you. It meant our dividend has been paused, disappointing I know, but it allowed us to strengthen our balance sheet, put more money into R and D and invest in strategic focus areas. And the Board will consider resuming dividends after our net cash reaches about €2,000,000,000 Our strategy provides a clear framework for doing that and for improving our profitability and performance across every part of our business.

You may recall that Nokia's strategy has 4 pillars, leading in high performance end to end networks with communication service providers growing our enterprise and web scale business and leading the digitalization of industry, especially with private networks and industrial automation strengthening our software business with 1 common software foundation and diversifying the licensing business with new opportunities in patent, brand and the Internet of Things, all underpinned by consistent operational excellence. Let me talk about each of these areas. The first lead is over 80% of our business and it will remain the largest part of our business with the rollout of 5 gs. Despite the aforementioned challenges on our mobile access activity, we saw some good progress in 2019. By mid May, we had announced 70 commercial deals in 5 gs, more than half of which included multiple portfolio components, with 21 of them operational already, meaning we are playing a big role in the key first mover markets giving us great momentum.

Moving on to the 2nd pillar, growing our business in select vertical markets, 2019 saw some excellent progress here. In fact, Nokia Enterprise Net Sales grew 18% in constant currency, outpacing the market. That was powered by our status as leading vendors of both private networks and automation tools, which together underpin much of the 4th Industrial Revolution. Margins strengthened too. Highlights this year include a partnership with Microsoft on cloud and AI, a contract for the world's first 5 gs based network for automated rail operations with Deutsche Bahn and the addition of over 120 new customers.

There is a similar story in our 3rd pillar, strengthening our software business. Operating profit in Nokia Software shot up by 31% in 2019 to almost €600,000,000 while operating margin rose to 21.3%, up from 16.6% in 2018. Net sales grew with a number of agreements and developments, including Nokia and 3 UK launching the world's first 5 gs ready fully integrated CloudCore network. We are now the top software provider for telcos verified by independent analysts. Our 4th strategic pillar centers around diversifying our licensing business.

Net sales in Nokia Technologies are up by 41% since 2016. Licensing net sales in particular are even higher with a 49% increase in the same timeframe. Now we are diversifying and focusing on new licensing domains, example, in automotive, consumer electronics and the Internet of Things. We have around 200 licensees across our programs and having declared over 3,000 patent families as essential for 5 gs, we expect sales to be strong in the future too. We're also accelerating the foundation of our strategy, which is aspiring for operational excellence.

We're doing all we can to improve profitability and cost efficiency, short and long term. For example, through product cost reductions in mobile access, digitalization and automation in global services and better commercial management across the company. So that covers our strategy. A framework for growth, profitability and investor value? Absolutely.

But a framework for our social mission too. We want to connect the world and connect it responsibly. COVID-nineteen is the only issue in town right now, but climate change is still having a real impact on people's lives, as is unequal access to connectivity, as are unethical business practices. Nokia wants to be the most transparent and responsible player in this industry. As always, please read our People and Planet report on nokia.com to discover more.

But here are some highlights. In November, at the UN Climate Summit, we became one of the first companies anywhere to accept 1.5 degrees as the maximum tolerable global rise in temperature. And we will adjust our own actions to help achieve this goal. We also continue relentless efforts to promote inclusion and diversity across our business. In July, we announced that we have closed the unexplained pay gap in the company, a gap that cannot be explained by factors that drive such as performance, experience, job grade or location.

And we have regular checks in place to make sure it never returns. In October, we completed our 1st external human rights assessment for the Global Network Initiatives. And this contributed to our 3rd year in the rankings of the world's most ethical companies, certified by the Ethisphere Institute. At a time of increasing uncertainty in the world, I am immeasurably proud that Nokia's commitment to fairness, to sustainability and to communities remains undid. So as I said, some real areas of success in 2019 with the green shoots of growth and profitability and well established excellence in our strategically important areas of enterprise and software in particular, but still plenty of room for improvement.

With that in mind, we developed 3 focus areas for 2020, all based on exploiting our strengths and mitigating our weaknesses and backed up with specific actions. They are executing in mobile access, so our core products become more competitive, generating cash, so we can invest and restart the dividend and securing long term value by leveraging our portfolio. Our results for the Q1 of 2020 provided hard evidence that our turnaround is making a difference. There are widespread improvements in profitability, leading our non IFRS earnings per share to increase to €0.01 compared to negative €0.02 in Q1 2019. This was driven by many individual actions, including improved product costs in our mobile access business and increasing the number of our ReefShark system on chip products, which provide better performance at a lower cost.

In addition, Q1 showed our margin friendly enterprise and software businesses continuing to excel, supported by continued discipline on expenditure. We also enhanced our total cash position in the quarter to €6,300,000,000 up sequentially by €300,000,000 But Q1 was notable for more than just our performance. It also saw the emergence of COVID-nineteen. During the pandemic, our priority is to keep our employees and partners safe while supporting our customers. We believe our industry to be fairly resilient to the crisis, although not immune.

The pandemic affects every business in a material way. Our Q1 results gave us a glimpse of that, with a top line impact of about €200,000,000 largely down to supply issues. As highlighted in our Q1 2020 release, we expect more disruptions in Q2 caused by the global pandemic. And we adjusted the midpoints of our 2020 outlook ranges to reflect that and just as we are adjusting the way we do business. We've expanded home working while keeping our roadmaps unaffected.

Some software releases have even proceeded ahead of schedule. We have developed protocols for sites where COVID-nineteen is suspected, including office disinfecting. We have business continuity plans for critical facilities such as delivery centers and factories, and we are supporting and donating to charities, hospitals and others, organizations that are responsible for improving things on the frontline. And remember, our ongoing turnaround puts us in a good position. We have preserved cash giving us liquidity.

We have strengthened supply chains with our supply network consisting of 25 factories around the globe. So we do not depend on just one site or country. And at a time of huge appetite for connectivity, we're always looking for potential upsells. So, dear shareholders, that is 2019 2020. Last year was tough, but improvements have already begun to arrive and there is a clear path ahead.

There is one additional topic today. By September, Nokia will have a new CEO, Pekka Lundmark, currently a 4tham and a former Nokia employee. He has immense experience in running large businesses and embodies the Nokia values of respect, passion and performance. He is an excellent choice and has my full support. Of course, I will be sad to leave.

This is my 11th year as CEO, my 25th at the company. Nokia Siemens Networks was a subscale joint venture company teetering on the edge of collapse when I took over as CEO in Q4, 2009. We had plummeting revenue, non IFRS profit at around 0%, a 1% market share in 4 gs and an alarming cash burn. Just a few years later, we had successfully integrated and turned NSN around, sold 7 non core assets, increased non IFRS operating margin to greater than 12%, generated strong cash flow, lifted gross margins from 27% to 39%, acquired and integrated Motorola's mobile network assets and grown our business through market entries in the U. S, Japan and Korea.

Here, I want to thank our customers who have stuck by us when others might have cut and run. The relationships we formed, the trust we painstakingly built up came into their own. And the strength of those relationships is being proven again today with 5 gs deals based not just on plain statistics and accounts, but on trust, integrity and long term partnerships. I will never forget that loyalty, which is now written into Nokia's folklore forever. With the help of those customers and an increasing number of new ones, our absolute profit grew more than 100% on average every year from 2010 to 2013.

This enabled Nokia to buy the full share of Enosend and after the sale of the devices business, these actions gave birth to the new Nokia with a networks business at its heart. Without the successful turnaround of Enesen, we would not have this new and viable Nokia. In 2014, 2015, we decided that we would reposition ourselves as a broad scope networks and licensing company by acquiring Alcataloosint and exiting Hale. We did this to strengthen our U. S.

Business, expand scale to invest in R and D, enter the attractive domain of IP routing and allow ourselves to diversify into new areas such as software and enterprise. As for Hill, within a year of the new management team taking over, we had transformed it from a declining unprofitable business to a growing and profitable venture and divested this business at an enterprise value of €2,800,000,000 We've always been committed to strong shareholder returns and since 2014, we have dispersed approximately €8,000,000,000 in dividends and share buybacks. After the acquisition of Alcatluisun, some things went well and some did not, as is typical in a large scale transaction. Many of the non overlapping parts of our business such as IP routing, Optical, Nokia Enterprise and Nokia Software have done very well with 2019 being one of their best years ever, driven by technology leadership and sales execution. In Nokia Technologies, we have consistently renewed our patent portfolio.

At the end of 2019, our portfolio included around 20,000 patent families of which the vast majority will still be in force through 2,030. This is a high quality long term annuity business that should thrive for decades. In our Mobile Access business, we had an unprecedented effort in rationalizing to a single 4 gs product, whilst completing huge migrations with Alcatelucian customers in the U. S, France and elsewhere. It was one of the largest and most successful mobile product migrations in the history of our industry.

However, at the same time, the 5 gs market timeline accelerated from 2020 to the second half of twenty eighteen. We had to accelerate our development efforts and this did not happen without challenges. Since then, we have come back quickly in mobile, we have gripped our 5 gs product roadmap and our transition from FPGA to system on chip is well underway. There is clear evidence that we are turning global services around. If you look at independent assessments from Ookla, 2 Pella and RootMetrics, Nokia now provides the world's best performing 4 gs networks.

We are winning deals in 5 gs. We are converting our 4 gs customer base to 5 gs where our win rate excluding China is greater than 100%. And we expect our system on chip penetration to reach 35% this year, 70% in 2021 and then 100% in 2022. This will strengthen margins. We are improving free cash flow and as our restructuring winds down and our operational execution continues to strengthen, our capacity for generating strong free cash flow is increasing.

I'm very pleased with our successful diversification into software and enterprise and I believe these accretive business expansions will make Nokia more resilient. And perhaps most important of all, we have managed to integrate Alcatalucent into Nokia, not just from an operational perspective, but culturally too, just as we did with Siemens, Motorola, Panasonic, Comtel and many other great companies. Cultural change is the most challenging part of any merger or acquisition, especially in a transformative deal like Capital Lusit. But we have achieved it. After a period of seismic change, our timeless values on the cultural principles we stand for, which our shareholders know so well and which are so fundamental to what we do have prevailed.

We are 1 Nokia. Could some things have gone better? Absolutely. But I take great pride in having led Nokia from 4th position to becoming the number 2 telecommunications infrastructure player by revenue. And my leadership team and I are proud of having led almost all of the consolidation that the sector has experienced from around 10 to 3 scale players.

Of course, similar changes occurred in the context in which we operate. When I arrived for my first day in 1995, hardly anyone had a mobile phone. Today, there are 5,000,000,000 of them. The Internet has gone from being an academic's playground to the world's most sophisticated marketplace. But on the flip side, inequality and global warming loom over us.

If connectivity has propelled humanity's leaps forward, then it can also help to overcome these new challenges with trust, integrity and people valued above all. That is what Nokia has always done and it has been a privilege to play a small role in achieving it. I will remain forever grateful to you for allowing me to do my part. Thank you.

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