Disclosure principles
The key principles that Nokia Corporation and its group companies follow in their financial reporting and external communications with various stakeholders
Nokia has various stakeholders, including employees, investors, the press, customers and governments. Nokia Corporation’s shares and American Depositary Receipts are also publicly-listed on the Helsinki stock exchange (Nasdaq Helsinki), the Paris stock exchange (Euronext Paris) and the New York stock exchange (NYSE), respectively. Consequently, Nokia must follow applicable laws and regulations in its public communications.
Financial reporting
Nokia is required by laws and regulations to disclose financial information on a quarterly basis. 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.
The financial statements release, interim reports and half year financial report 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 are disclosed before the end of the preceding financial year.
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. Nokia’s Board review and the financial statements are drafted in accordance with Finnish laws and regulations and accounting principles.
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 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.
Silent period before results announcement
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. During the same period, Nokia will refrain from announcing or launching capital markets transactions such as new issuances, buybacks or tender offers.
Other Disclosures
Nokia discloses other information required to be disclosed in a stock exchange release as prescribed by rules and regulations.
Inside information and the materiality of information
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.
Environmental, Social and Governance disclosures
Nokia reports on Environmental, Social and Governance (“ESG”) matters in connection with each quarterly report, as part of the Form 20-F and the Finnish annual report, and also publishes stand-alone reports focusing solely on ESG. The information in the Form 20-F and Finnish annual report is prepared in accordance with the regulatory requirements applicable to the filing/report. Starting from financial year 2024, the Corporate Sustainability Reporting Directive (“CSRD”) and its related delegated acts set out the mandatory sustainability disclosure requirements. Nokia’s annual Sustainability Statement prepared in accordance with CSRD will be presented as a part of the Board review.
Other disclosures
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 warning
- Managers’ transactions
Ways of communication
Nokia communicates and discloses information through various channels depending on the materiality of information. Nokia issues press releases or stock exchange releases, posts information on its website, informs people through company blogs and forms of social media, such as Facebook and X, or 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 access to information.
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.