Nokian Renkaat Oyj : Annual Report 2025 (Nokian Tyres Annual Report 2025)

About this update from Nokian Renkaat Oyj

ANNUAL REPORT 2025 TAKING CONTR OL OF THE UNPREDICTABLE Table of contents Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 2 Report YEAR 2025 Nokian Tyres in short 5 Review by the President and CEO 6 Nokian Tyres' year 2025 10 Results of our sustainability work 14 Taking control of the unpredictable 15 REPORT BY THE BOARD OF DIRECTORS Strategy and targets 20 Financial information 21 Business unit reviews 24 Shares and shareholders 26 Annual General Meeting 27 Significant risks 29 Key financial indicators 33 Formulas for the key financial indicators 35 Sustainability Statement General information 37 Environmental information 62 Social information 96 Governance information 125 ESRS content index 130 Additional sustainability disclosures 140 Corporate Governance Statement ABOUT THIS REPORT This Annual Report provides an overview of Nokian Tyres' year 2025. The first part of the report presents the key events, the President and CEO's review and the theme of winter driving. The Report by the Board of Directors includes statutory information, an analysis of business performance and risks, and also covers the Sustainability Statement and the Corporate Governance Statement. The Sustainability Statement has been prepared in accordance with the EU's CSRD and ESRS requirements. The ESRS Content Index at the end of the report provides links to detailed information. The Financial Statements include the Group's and the parent company's financial statements and notes. The Remuneration Report describes the remuneration principles and the remuneration of the management. The report is designed to be easy to use: the reader can navigate to different contents using the navigation in the top bar or through the tables of contents, and thus easily find the most interesting entities. Introduction 143 Governance bodies 143 Board of Directors 145 Management team 150 Internal control and risks 152 Financial Statements Consolidated financial statements 156 Parent company financial statements 206 Signatures and the auditor's note 217 Auditor's report 218 ESEF Assurance report 222 Assurance report on the sustainability statement 224 Information on Nokian Tyres' share 226 Nokian Tyres' Group structure 227 REMUNERATION REPORT Chair's greeting 229 Introduction 230 Remuneration of the Board of Directors 231 Remuneration of the President and CEO 232 INVESTOR INFORMATION AND INVESTOR RELATIONS General information and IR contact 234 3 Taking control of the unpredictable Weather is becoming harder to predict, with fast changing patterns and unexpected extremes. As winters change everywhere, driving is changing, too. Adaptation to shifting climates is taking place through advancements in technology as well as with regulations. Nokian Tyres was born to master demanding conditions. As the pioneer of winter driving, change is not our obstacle - it is our element. It challenges us to innovate faster, and to design safety for roads no one has yet driven. From unpredictable winters to evolving global landscapes, our job is to stay ahead and ensure safe journeys for drivers. ‌THE AVERAGE NUMBER OF SNOWY DAYS IN A YEAR IN NOKIA, FINLAND 90-120 YEAR 2025 Nokian Tyres in short Review by the President and CEO Nokian Tyres' year 2025 Results of our sustainability work Taking control of the unpredictable 5 6 10 14 15 ‌Nokian Tyres Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 5 Report in short NOKIAN TYRES IN FIGURES FOR 2025 Nokian Tyres' purpose is to make the world safer by reinventing tires, and how they are made, over and over again - a safer place to drive, work and live now and for generations to come. Inspired by its northern heritage, Nokian Tyres develops and manufactures premium tires for passenger cars, trucks and heavy machinery with sustainability at the heart of all its operations. Net sales 1.4 EUR billion Employees 4,000 globally Products were sold in 47 countries Vianor chain provides car and tire services. Nokian Tyres serves its customers in its core markets in the Nordic Countries, North America, and Central Europe. Nokian Tyres produces tires in its factories in Nokia, Finland, Oradea, Romania and Dayton, USA. In addition, the company has a wheel factory in Finland. Manufacturing partners complement own production. Nokian Tyres' testing centers are in Nokia and Ivalo in Finland, and Santa Cruz de la Zarza, Spain. The company's headquarters is in Nokia, Finland, and its shares are listed on Nasdaq Helsinki. NET SALES* BY BUSINESS UNI T, % Passenger Car Tyres 62% (60) Heavy Tyres 17% (18) Vianor 26% (28) * includes internal sales Read more Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 6 Report CEO REVIEW Strong progress in 2025 2025 was a year of strong progress for Nokian Tyres, despite an uncertain operating environment and weak market conditions. The fourth quarter was our strongest in three years. I want to thank our team for their focused execution and commitment to the priorities we set for the year. WE ARE BUILDING THE NEXT ERA OF PROFITABLE GROWTH. Net sales grew across all regions, and we delivered a clear improvement in profitability. We also strengthened our operational performance and significantly improved cash flow. Together, these achievements show that we are building the next era of profitable growth while reminding us that determination and focus remain essential going forward. Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 7 Report CEO REVIEW As highlighted in our reports during the year, we accelerated actions to strengthen our financial performance by optimizing our product and price/mix, improving operational efficiency, and fully leveraging our expanded manufacturing platform. We also maintained strict cost discipline across the organization, from raw materials to indirect and SG&A spending. These measures steadily improved our performance throughout the year and will continue in 2026. In addition, better working capital management and lower capital expenditure supported stronger cash flow in 2025. At the same time, we completed a significant investment phase during which we rebuilt our production capacity. The ramp up of the new Romanian factory progressed as planned, and in 2025 we produced one million tires. A great achievement especially from our local team! Strengthening our consumer focus and our brand is essential to shaping the future of Nokian Tyres. New partnerships formed in 2025 with the International Ice Hockey Federation and former F1 champion Kimi Räikkönen are to boost our global visibility and reinforce our premium brand image. Overall, 2025 marked a turning point for Nokian Tyres, showing our ability to adapt and remain competitive. While we continue strengthening our performance, we enter the next phase on a solid foundation. A STRONGER CONSUMER FOCUS AND A STRENGTHENED NOKIAN TYRES BRAND ARE CENTRAL TO US. Net sales and segments operating profit EUR million % Net sales by geographical area, % Nordic countries 53% (54) Employees by geographical area, % Nordics 67% (71) 2,000 1,500 1,000 500 0 40 1,714.1 1,350.5 1,173.6 1,289.8 1,373.6 91.3 71.4 65.1 17.8 324.8 30 20 10 0 2021 2022 2023 2024 2025 Other Europe 25% (25) Americas 22% (21) Other Europe 18% (12) North America 15% (16) Net sales Segments operating profit Segments operating profit, % Figures for 2021 have not been restated and include Russia. Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 8 Report CEO REVIEW Making the unpredictable predictable Nokian Tyres' strength lies in its deep experience with extreme weather conditions. The company's strategic theme, Making the unpredictable predictable in any weather condition , reflects our heritage and direction. For 128 years, we have transformed unpredictable conditions into predictable safety for drivers. Over the past years, Nokian Tyres has navigated the most significant transformations in its history. This period has been a complete strategic reset as we rebuilt the new Nokian Tyres platform. As we now enter the next phase of our development, we will refocus on sustainable, value-driven growth. This positions us to take better control of the unpredictable also in the future and will reduce our exposure to geopolitical risks. Our strategic market segments We are sharpening our position to win where it matters and where we can differentiate, create the most value. Our focus is not on growth itself but on profitable growth. Our aim in our strategic market segments are: In passenger car tires a market leading position in winter tires remains our priority. Demand for high quality all-season and all-weather tire solutions grows rapidly and we aim to grow faster than the market . With our long winter expertise, we are uniquely positioned to be able to win in this segment. We aim for above-market growth also in agriculture and forestry as selected heavy tire segments. We are already leading in forestry tires. Now we will extend this expertise to high-value agricultural segment. Vianor is a key enabler in Europe, serving as a sales and service channel for both passenger car and heavy tires. Our progress is built on our strong heritage and know-how, innovation capabilities, and an excellent team. Our strategic plan includes a strong pipeline of innovative new products that will be produced in our advanced production facilities. A proof point of this is the launch of our disruptive winter tire technology. REFOCUS ON SUSTAINABLE, VALUE-DRIVEN GROWTH. Nokian Tyres is entering a new era of winter driving with the Hakkapeliitta® 01, the world's first studded winter tire that automatically adapts to temperature changes. This breakthrough embodies more than 90 years of Hakkapeliitta innovation and delivers on our long standing ambition to create a studded tire that adjusts to changing road conditions. Powered by Double Action Stud Technology, the tire shifts between stud ON and OFF modes, offering optimal grip in every winter temperature from icy extremes to milder, variable conditions. This is the first technology of its kind in our industry and further strengthens our position as the global pioneer of winter driving. I am proud of our team who was able to achieve what was previously thought impossible: a studded tire that responds to temperature changes to deliver ultimate safety while protecting the road. Sustainability is part of Nokian Tyres' culture Sustainability is a part of Nokian Tyres' culture, strategy, and goals. The company's sustainability work is based on commitments, stakeholder dialogue, and the ambition to be a leader in sustainability. We are proud to be part of the UN Global Compact and work with other stakeholders to improve working conditions and human rights along the supply chain. The Board has confirmed the previously announced non-financial targets. Nokian Tyres will review these targets during 2026. Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 9 Report CEO REVIEW Nokian Tyres' financial targets extending until the end of 2029 Nokian Tyres updated its financial targets in the beginning of 2026. Our updated financial targets set a clear direction for the future and NOKIAN TYRES' FINANCIAL TARGETS reflect our ambition to create sustainable value for our shareholders. NET SALES PROFITABILITY Profitability improvement will be driven both by volume growth and by more than EUR 100 million coming from targeted performance initiatives. While maintaining strong performance in the Nordics, we aim to accelerate growth in North America and Central Europe. We will prioritize value creation through premium positioning, improved product mix and disciplined cost and operational efficiency. The first year driven by collaboration and determination 2025 marked my first year at Nokian Tyres, a year defined by collaboration, determination, and progress. Even as we faced a challenging external environment, we tackled the unpredictability side by side and successfully advanced into the next stage of our development. Over the past year, I've had the chance to meet many of our EUR 1.8-2.0 billion CAPITAL STRUCTURE Net debt/Segments EBITDA < 2 Segments EBITDA > 24% Nokian Tyres prioritizes Segments EBITDA as a percentage of net sales as its key profitability metric. Segments operating profit > 15% FINANCIAL TARGETS UPDATED IN THE BEGINNING OF 2026. customers, shareholders, and colleagues, and to visit our sites across several countries. Seeing the depth of expertise within our teams and the strength of our customer partnerships has been truly motivating. I would like to thank our customers, suppliers, and partners for their collaboration and continued confidence as we continue to build the future of Nokian Tyres together. PAOLO POMPEI PRESIDENT AND CEO DIVIDEND At least 50% of net earnings. The company's dividend policy remains unchanged. Financial figures 2025 2024 Net sales, EUR million 1,373.6 1,289.8 Segments EBITDA 222.2 185.2 Segments operating profit margin, % 6.6% 5.5% Net debt/Segments EBITDA 3.0 3.3 Dividend, EUR 0.25* 0.25 *The Board's proposal to the Annual General Meeting. ‌ 2025 for Nokian Tyres Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 10 Report During 2025, Nokian Tyres made strong progress on several fronts. The company introduced important new products and solutions, including the Nokian Tyres Seasonproof 2 all-season tire and the award winning Nokian Tyres Intuitu ™ 2.0 smart tire technology. One of the year's main milestones was the start of tire deliveries from the new factory in Oradea, Romania, followed later in the year by reaching the full year production target of one million tires. Nokian Tyres also strengthened its global brand when Kimi Räikkönen started as a brand ambassador, supporting visibility in key markets. More on some of our key highlights from 2025 can be found in this section. New collaboration with Kimi Räikkönen Official Sponsor for IIHF Ice Hockey World Championships Kimi Räikkönen has become Nokian Tyres Brand Ambassador. Nokian Tyres and former Finnish Formula 1 driver Kimi Räikkönen have joined forces to elevate the Finnish brand's global presence and amplify its international recognition. Both share the same DNA: Finnish roots, uncompromising performance, and the ability to thrive under pressure. Both are built for extremes - whether it's conquering the racetrack or navigating roads in changing conditions and harsh weather. Nokian Tyres has signed as Official Sponsor for the 2026 and 2027 IIHF Ice Hockey World Championships. Ice hockey is a sport built for extreme conditions. It demands peak performance on ice where grip, speed, and precision define success. Read more Read more Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 11 Report Agritechnica Innovation Award and the next-generation smart tire technology Nokian Tyres Intuitu™ 2.0 The new Nokian Tyres Seasonproof 2 all-season tire - First tire range produced in our Romania factory Nokian Tyres Seasonproof 2 provides top-tier safety on snow and slush as well as exceptional performance and a smooth driving experience in summer. It contains up to 38 percent of renewable, recycled and ISCC PLUS certified materials, and is produced in our new factory in Oradea, Romania. Nokian Tyres Seasonproof 2 comes with Premium TÜV SÜD Tire Test Mark, confirming its high level of quality and performance. Read more Nokian Tyres Intuitu™ 2.0 Smart Pressure Assistant was awarded the Silver Medal distinction of the Agritechnica Innovation Award. Developed for Nokian Tyres Soil King VF tractor tires, the next-generation smart tire technology uses tire sensors to determine the axle load during driving and suggests the correct tire pressure for use on the road and for working on the field. The award-winning innovation also supports Nokian Tyres' vision to lead the world to drive smarter. The Agritechnica Innovation Award is one of the most respected honors in the global agricultural machinery industry, recognizing groundbreaking technologies that advance farming practices, improve efficiency, and promote sustainability. First-ever nationwide distribution agreement in North America Nokian Tyres and American Tire Distributors (ATD) announced a distribution partnership to serve tire dealers throughout the United States. The ATD's extensive network includes more than 110 distribution centers serving approximately 80,000 customers. Read more Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 12 Report Romania factory story continues The factory started tire deliveries Our Romania factory started tire deliveries in March, 2025. The Nokian Tyres team filled up the first truck with made in Romania Nokian Tyres tires, and the truck started its journey from our tire factory to our distribution centers and onwards to our customers in Central Europe, bringing safety to Central and Southern European drivers. Read more Nokian Tyres Family fest in Oradea One millionth tire produced In September, we celebrated the very first Nokian Tyres Family Fest in Oradea. With around 700 participants, the event brought together employees and their loved ones for a memorable experience in the factory yard. Our factory in Oradea has produced its one millionth tire of the year on December. The tire was produced according to the production target for the year. The factory focuses on manufacturing passenger car tires sold in the European market. The millionth tire produced in Oradea was a Nokian Tyres Snowproof 2 winter tire. Watch the video and more images from the event Read more Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 13 Report Paolo Pompei met our team members and key customers globally The Nokian Tyres Green Step Ligna concept tire wins at the New Wood 2025 bioeconomy breakthrough competition Noktop retreading method celebrated its 50th anniversary Retread tires, also known as recapped tires, are widely used with heavy vehicles, such as trucks, buses and off-the- road vehicles in various industries. Thanks to continuous development, Noktop is still at the forefront of the industry. Paolo Pompei started as President and CEO of Nokian Tyres on January 1, 2025. Throughout the year, Paolo visited our factories, and sales offices around the world, meeting with teams and key customers. These visits provide an important opportunity to share insights, strengthen connections, and shape the future together. The Nokian Tyres Green Step Ligna concept tire, developed in collaboration with UPM, was named the winner of the New Wood competition. Experts of the jury believed the innovation has the potential to transform the entire automotive industry. Read more We celebrated our 30-year anniversary as a listed company At the beginning of June in 1995 Nokian Tyres became an independent listed company when it was listed on the Helsinki Stock Exchange under the name Nokian Tyres plc. Expanding the logistics center in Nokia, Finland The modern and cost-effective warehouse for passenger car tires will serve the Finnish factory in Nokia and enable us to centralize warehouses, which are currently located in different parts of Finland, to Nokia. The aim of the project is to support Nokian Tyres' competitiveness by improving the efficiency and delivery reliability of the Finnish factory. Read more Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 14 Report Results of our sustainability work in 2025 Systematic work on sustainability has resulted in significant recognition from various external sustainability assessments. TIME & Statista WORLD'S MOST SUSTAINABLE COMPANIES 2025 IN TOP 100 S&P Global CSA 76 IN TOP 10 IN THE AUTOMOTIVE COMPONENTS SECTOR SINCE 2016 EcoVadis GOLD IN TOP 2% OF ASSESSED COMPANIES CDP Climate A- LEADERSHIP-LEVEL SCORE SINCE 2020 CDP Supplier Engagement Assessment A A-LIST MEMBER Financial Times & Statista EUROPE'S CLIMATE LEADERS LIST MEMBER SINCE 2021 MSCI AAA A LEADER IN OUR INDUSTRY Sustainalytics ESG TOP-RATED COMPANIES 2025 Report by the Board of Directors Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Remuneration 15 Financial Statements Financial Statements Report Sustainability Statement Corporate Governance Statement TAKING CONTROL OF THE UNPREDICTABLE New future of winter driving Nokian Tyres innovates and designs for the unpredictable. Our roots are in the north, where seasons change and driving conditions are often challenging. This is why Nokian Tyres is especially known as the developer of premium winter tires and forestry tires. However, current driving conditions are becoming less predictable across the globe. We aim to ensure safety for drivers in all conditions - the basic principle that has remained the same since 1934 when we invented the world's first winter tire. Changing winters: adapting to a new reality Winters are no longer what they used to be. Across the globe, the cold season is becoming less predictable, shifting rapidly between freezing temperatures, slush, rain, and bare asphalt. Winter conditions vary more sharply than before, even during the same day, and the performance of tires is increasingly dependent on the surface you are driving on. These changes are driven by a warming climate, which brings less consistent snowfall, more frequent melting, and heavier rainfall. This transformation impacts everyday life in many ways. Roads and infrastructure face greater stress from freeze-melting damage, while drivers encounter conditions that change from hour to hour. For drivers, safety remains the priority. Traditional winter tires were designed for stable, snowy conditions but today's reality demands innovation. Nokian Tyres has embraced this challenge by developing technologies that adapt to changing conditions. Changing winters call for resilience and flexibility from infrastructure planning to tire technology. By anticipating these shifts and innovating responsibly, we can ensure that mobility remains safe and sustainable, no matter what the season brings. WINTER CONDITIONS VARY MORE SHARP LY THAN BEFORE. Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 16 Report Winter conditions around the world: a diverse reality Winter is not a uniform season - it varies dramatically across regions, shaped by latitude, geography, and local climate patterns. Winter conditions range from icy extremes to mild, wet variability. This diversity drives the need for tailored solutions, whether studded tires for Nordic roads, all-weather tires for North America, or all-season options for Central Europe. Studded tires and changing regulations Studded tires are standard equipment for winter driving in Nordic countries. Studded winter tires offer the best grip on icy and slippery roads, making them the safe choice in extreme and variable winter conditions. However, traditional studded tires also have drawbacks: they wear on the road, produce harmful street dust that affects air quality, and produce tire noise. Many countries limit the use of studded tires to winter conditions or mountainous areas and restrict their use in urban areas. According to Traficom's new regulation in Finland, new tires manufactured after 2026 must wear about 15 percent less on the road than tires currently on the market. This requires tire manufacturers to adapt their tires to meet the new requirements. Non-studded winter tires are ideal for urban areas Non-studded winter tires deliver a quiet and comfortable driving experience. They provide flexibility for the winter tire season, as they can be deployed earlier in fall and kept longer into spring. They cause little road wear and generate minimal road dust, which improves air quality and supports the sustainability of infrastructure. NOKIA, FINLAND Another world's first in winter driving Nokian Tyres Hakkapeliitta® 01, the world's first studded winter tire that automatically adjusts to temperature changes, ushers in a new era of winter driving. Nokian Tyres is breaking new ground with the launch of the Nokian Tyres Hakkapeliitta® 01, the world's first winter tire designed to automatically adapt its grip in response to changing temperatures. This innovation marks the beginning of a new era of driving on icy and snowy roads, promising drivers both enhanced safety and comfort like never before. It is not the first time that the company has been at the forefront of winter driving. In 1934 Nokian Tyres invented the world's first winter tire. In 1936, Nokian Tyres brought a further improved design specifically for passenger cars to the market, the Lumi-Hakkapeliitta, Snow-Hakkapeliitta. 90 years later, the Nokian Tyres Hakkapeliitta® is one of the world's best-known winter tire brands. The newest generation of the legendary Hakkapeliitta® family changes winter driving yet again. After years of dedicated research, thousands of prototypes, and rigorous testing in diverse environments, Nokian Tyres has achieved what many thought impossible: a tire that responds dynamically to winter's unpredictability while maintaining quiet ride and sustainability. With the new Nokian Tyres Hakkapeliitta® 01, the company set out to rethink what a studded winter tire can be. As temperatures fluctuate, the studs on Nokian Tyres Hakkapeliitta® 01 shift seamlessly between ON and OFF modes, ensuring optimal traction on all road surfaces. The development process aimed for a tire that doesn't compromise between superior ice grip and low road wear, which is a common trade-off in winter tire development. Instead of a compromise, a solution was developed where grip adjusts automatically to the temperature, delivering maximum safety when it's needed, and gentler road contact when it's not. With the Nokian Tyres Hakkapeliitta® 01 drivers no longer have to choose between superior ice grip and minimizing road wear, and it helps drivers account for winter weather that is less predictable than ever. Read more Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 17 Report IVALO, FINLAND TROMSØ, NORWAY 40 years of innovation above the Arctic Circle Proper storage keeps tires safer for longer Tire testing is an integral part of the tire development process. Nokian Tyres' Ivalo test center, or White Hell as it is called, located in Finnish Lapland, plays a vital role in maintaining Nokian Tyres' position as the expert of winter driving. Opened in 1986, the year 2026 marks the 40th anniversary of the world's largest winter tire proving ground. In the Nordic countries, proper storage is needed for the tire set not in use that season. Storing tires correctly in clean, dry, climate-controlled conditions slows aging and extends their lifespan. Avoiding exposure to light, chemicals and compression is also important. During the four decades of its operations, White Hell has grown into a 700-hectare site with over 40 km of tracks and advanced facilities, testing up to 5,000 tires each season. The center's cold, demanding winter environment allows Nokian Tyres to innovate winter, all-weather and all-terrain tires for global markets. Producing trustworthy tires requires repetition, precision and professional skill, and only rigorous testing ensures safety for drivers in real-life conditions. For many drivers, proper tire storage at home is difficult due to lack of space or suitable conditions. In such cases, a tire hotel is an easy and safe solution. Vianor's tire hotel offers reliable and safe storage for tires. The tires are cleaned, inspected and stored, and before each driving season, a tire professional inspects their condition and pressure and mounts them on the car. The tires remain in as good a condition as they were when left, and the driver gains more safe driving kilometers. Read more Read more Non-studded winter tires are ideal for urban areas and regions with mixed winter conditions, offering strong grip on snow. However, drivers should be careful in very slippery conditions, as on icy road the grip may reduce. Snowflake and ice grip certificates ensure safety in different types of winter conditions To make it easier for drivers to choose safe tires for winter driving, the tire manufacturers use the Three-Peak Mountain Snowflake (3PMSF) symbol. The emblem is an internationally recognized symbol that certifies a tire's ability to perform in winter conditions. A tire manufacturer can include the 3PMSF symbol on the tire sidewall once the tire has passed the required snowgrip performance test. In addition to the snow grip certification, the tires designed for Northern Europe and the harshest parts of North America also feature the ice grip symbol as proof of safe grip in icy demanding winter driving conditions. It is essential for all drivers to ensure that their winter tires carry either the snowflake symbol, the ice grip symbol, or both. Drivers can find the symbols molded into the tire's sidewall, as well as in product descriptions online and at dealerships. The future of winter driving As winters grow more unpredictable, the future of driving will demand adaptability, sustainability, and resilience. Roads will face shifting conditions from frost to rain to sudden ice while regulations and environmental priorities continue to evolve. Choosing the right type of winter tire is straightforward, but it depends on the conditions the driver faces. Tire development will rely on innovative solutions that balance safety with ecological responsibility, ensuring drivers remain confident and in control no matter how the seasons change. Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 18 Report BAVARIAN ALPS, GERMANY All season confidence for Europe's varying winters Europe's varied geography means tire needs for winter driving differ from area to area. Harsh winter climates require specialized winter tires, while in milder regions all-season tires offer a convenient, safe solution. All-season tires designed for Central and Southern European drivers meet winter grip standards, indicated by the Three-Peak Mountain Snowflake symbol. Nokian Tyres' newest all-season tire, Nokian Tyres Seasonproof 2, offers safe year-round performance. The Seasonproof 2 features advanced safety and sustainability with 38 percent renewable, recycled and ISCC PLUS certified materials. The tire is also produced in Nokian Tyres' factory in Romania, the world's first full-scale zero-CO 2 -emissions tire factory. BUSA NORD DI FRADUSTA, ITALY Safer winter work starts with safer tires For heavy machinery, reliable winter grip is a necessity for maintaining productivity and safety. This need for winter performance is nothing new, and in the 1980's, Nokian Tyres developed the world's first tire for heavy machinery designed to be used also in the winter, ensuring safety year-round. Today, that innovation has evolved into the Nokian Tyres Hakkapeliitta TRI tire for tractors and loaders. To simplify the choice of safe tires, Nokian Tyres uses the M+S marking on its heavy tires designed for winter service. The M+S designation is granted only after testing demonstrates that the tire meets defined requirements for winter use. Ultimately, choosing the right tire for heavy machinery is an investment in safety, efficiency and peace of mind. COLORADO, NORTH AMERICA The unique winter solution for North American drivers Winter in North America varies widely, and changing climate patterns also create challenges for drivers. For more than 25 years, Nokian Tyres has offered a unique solution for North American drivers facing unpredictable winter weather: the all-weather tire. All-weather tires are designed for areas in North America where winter varies between rain, slush and occasional snow rather than months of deep freeze. They offer reliable winter grip, while still performing well on hot summer roads. What makes them a true four-season solution for North America is that it also offers reliable grip on snow. As proof of tested winter performance the tires have the Three-Peak Mountain Snowflake (3PMSF) symbol on the sidewall. While dedicated winter tires are best for harsh winter conditions, all-weather tires provide safety and versatility year-round. Read more Read more Read more REPORT BY THE BOARD OF DIRECTORS Strategy and financial targets 20 Financial information 21 Business unit reviews 24 Shares and shareholders 26 Annual General Meeting 27 Significant risks 29 Key financial indicators 33 Formulas for the key financial indicators 35 ‌THE COLDEST EVER TEMPERATURE MEASURED IN IVALO, FINLAND -48.9 °C Year 2025 Report by the Board of Directors Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 20 Report In 2025, Nokian Tyres continued to build the foundation for profitable growth. The year marked an important step in improving the company's performance and finalizing the significant investment phase as the company moves into its next phase of development. The operating environment remained volatile due to geopolitical and tariff-related uncertainties. Despite these headwinds, the company progressed steadily during the year, supported by commercial and operational improvements. At the same time, Nokian Tyres advanced its sustainability and innovation efforts. The world's first zero-CO 2 -emissions (Scope 1 & 2) tire factory began production, progress was made in increasing the use of recycled and renewable materials, and several new products were successfully launched. In addition, the company engaged in carefully selected partnerships to further strengthen brand and premium positioning in its core markets. Strategy implementation and financial targets Nokian Tyres aims for profitable growth by strengthening its position in key markets in the Nordic countries, North America, and Central Europe. The emphasis is on high-value segments, particularly on premium winter and all-season passenger car tires as well as on heavy tires. In 2025, commercial and operational improvements drove profitable growth. The focus was on optimizing price/mix and improving manufacturing efficiency. Higher average selling prices and sales volumes in Passenger Car Tyres and as well as strict cost control across the organization contributed to margin improvement. The company completed the major investment phase, resulting in a more balanced manufacturing platform that supports a local-for-local production model. Innovations and high product quality remained core strengths, demonstrated by several tire launches emphasizing safety, sustainability and performance. Macro trends, including electrification, growing SUV and CUV penetration, and increasing demand for sustainable products, continued to support long-term growth opportunities In the second half of 2025, Nokian Tyres conducted a review of its strategy. The review clarified priorities and helped identify opportunities to further accelerate execution, sharpen focus, and enhance value creation across the organization. After the review period, on February 10, 2026, Nokian Tyres published its updated strategy and financial targets extending until the end of 2029. Further information is available on a stock exchange release available at company.nokiantyres.com/ investors/ . Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 21 Report Net sales and operating profit Net sales in 2025 totaled EUR 1,373.6 million (2024: 1,289.8; 2023: 1,173.6) and increased by 6.5%. With comparable currencies, net sales increased by 7.2%. Net sales grew in all regions. Currency exchange rates affected net sales negatively by EUR 9.2 million. Net sales and segments operating profit EUR million % Net sales by geographical area EUR million 2025 2024 Change CC* Change *Comparable currencies. Net sales by business unit EUR million 2025 2024 Change CC* Change % of total net sales in 2025 % of total net sales in 2025** % of total net sales in 2024 % of total net sales in 2024** 2,000 Nordics 727.4 696.2 4.5% 3.6% 53% 54% Other Europe 343.2 319.6 7.4% 6.8% 25% 25% Americas 298.0 270.3 10.3% 16.6% 22% 21% Other countries 5.0 3.7 35.3% 35.3% 0% 0% Total 1,373.6 1,289.8 6.5% 7.2% 100% 100% 1,500 1,000 500 0 40 1,350.5 1,373.6 1,173.6 1,289.8 324.8 17.8 65.1 71.4 91.3 1,714.1 30 20 10 0 2021 2022 2023 2024 2025 Net sales Segments operating profit Segments operating profit, % Figures for 2021 have not been restated and include Russia. *Comparable currencies. **Includes internal sales. Operating profit was EUR 35.8 million (2024: 1.8; 2023: 32.1). Non-IFRS exclusions were EUR -55.5 million (-69.6), of which EUR -46.9 million (-22.1) were related to the Romanian factory ramp-up and EUR -5.9 million (-33.7) to the US factory ramp-up. Passenger Car Tyres 858.4 779.9 10.1% 11.5% 62% 60% Heavy Tyres 232.0 235.1 -1.3% -1.2% 17% 18% Vianor 363.8 354.9 2.5% 1.6% 26% 28% Other operations and eliminations -80.6 -80.1 -0.7% Total 1,373.6 1,289.8 6.5% 7.2% Segments operating profit was EUR 91.3 million (2024: 71.4; 2023: 65.1). The increase was driven by higher passenger car tire prices and sales volume. Segments operating profit percentage was 6.6% (2024: 5.5%; 2023: 5.5%). Segments ROCE was 4.7% (3.9%). Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 22 Report Segments ROCE, % 20 15.8 4.0 3.9 4.7 0.9 15 10 5 Guidance given for 2025 In Nokian Tyres' financial statement release for 2024 published on February 4, 2025, the company published the following outlook for 2025: In 2025, Nokian Tyres' net sales are expected to grow and segments operating profit as a percentage of net sales to improve compared to the previous year. Cash flow In the second quarter, Nokian Tyres announced that it will expand its logistics center, which is serving the Finnish factory in Nokia, by building a modern and cost-effective warehouse for passenger car tires. The expansion will be completed by the end of 2027 on a plot owned by Nokian Tyres adjacent to the current logistics center in Nokia, Finland. Gross investments, EUR million 0 2021 2022 2023 2024 2025 Segments operating profit by business unit EUR million 2025 2024 Financial items and taxes Net financial expenses were EUR 51.7 million (33.3), including net interest expenses of EUR 39.1 million (30.7). Net financial expenses include an expense of EUR 12.6 million (2.6) due to exchange rate differences. Result before tax was EUR -15.9 million (-31.5) and taxes were EUR 0.9 million (8.7). Segments result before tax was EUR 39.6 million (38.1). Result for the period was EUR -15.0 million (-22.8). Segments result for the period was EUR 29.1 million (31.4). Earnings per share were EUR -0.11 (-0.17). Return on equity was -1.2% (2024: -1.7%; 2023: -23.4%). In 2025, cash flow from operating activities was EUR 146.2 million (77.4). Working capital decreased by EUR 17.2 million (increased by 13.6). Inventories decreased by EUR 6.6 million (decreased by 16.2) and receivables decreased by EUR 24.2 million (increased by 63.8). Payables decreased by EUR 13.6 million (increased by 33.9). Investments Passenger Car Tyres 80.9 52.2 Heavy Tyres 24.3 30.0 Vianor -3.5 -3.8 Other operations and eliminations -10.4 -7.0 Segments operating profit total 91.3 71.4 Non-IFRS exclusions -55.5 -69.6 Investments totaled EUR 126.9 million (350.1). Depreciations and amortizations totaled EUR 142.2 million (124.2). Nokian Tyres has built a new passenger car tire factory in Romania to expand its manufacturing footprint and rebuild capacity. The production facility is the world's first full-scale zero-CO 2 -emissions (Scope 1 & 2) tire factory. The first tires were delivered from the factory to Nokian Tyres distribution centers in March 2025, and commercial tire deliveries started in the second quarter. Altogether, one million tires were delivered in 2025, and the ramp-up will continue until the full capacity of 6 million tires is reached based on future demand. There is potential for future expansion at the site. The site will also house a distribution facility for storage and distribution of tires. The total investment is estimated to be approximately EUR 650 million. To support the establishment of the factory, the European Commission approved in 2024 up to EUR 99.5 million Romanian state aid measure. The first installment of EUR 32.6 million was paid at the end of 2025. 400 300 200 100 0 350.1 252.1 119.6 129.7 126.9 2021 2022 2023 2024 2025 Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 23 Report Financial position EUR million Dec 31, 2025 Dec 31, 2024 The committed credit limits and the EUR 500 million commercial paper program are used to finance inventories, trade receivables, and subsidiaries in distribution chains, thereby controlling the typical seasonality in the Group's cash flow. Personnel 2025 2024 2023 Cash and cash equivalents 146.9 176.1 Interest-bearing liabilities 810.9 789.2 of which current interest-bearing liabilities 92.7 47.3 Interest-bearing net debt 664.0 613.1 Unused credit limits 764.7 803.3 of which committed 304.5 304.4 Gearing, % 57.0% 48.2% Equity ratio, % 50.3% 52.5% Group employees on average 4,176 3,850 3,754 at the end of the review period 3,959 3,810 3,433 in Finland, at the end of the review period 1,716 1,770 1,767 in North America, at the end of the review period 579 618 558 in Romania, at the end of the review period 527 274 Vianor (own) employees, at the end of the review period 1,387 1,428 1,387 Gearing on Dec 31, % In March 2025, the remaining one-year extension options were exercised for a total of EUR 300 million in long-term bilateral sustainability-linked term loans. Consequently, the maturity dates for these facilities were extended from April 2026 to April 2027. Additionally, the first extension option was exercised for 60 50 40 30 20 10 0 -10 57.0 48.2 16.6 9.8 -6.1 2021 2022 2023 2024 2025 Employee figures are based on the total headcount, including both full-time and part-time employees. Group-level figures include Vianor, with 48 (33) seasonal employees at the end of December 2025. the EUR 100 million bilateral sustainability-linked term loan, extending its maturity date from May 2027 to May 2028. Equity ratio on Dec 31, % Salaries, incentives, and other related costs in 2025 were EUR 275.3 million (2024: 256.3; 2023: 232.2). In June 2025, new two-year bilateral revolving credit facilities totaling EUR 100 million were signed to replace the existing facilities of the same amount due in 2026. The new facilities include extension options of up to two years and will serve as a backup for general corporate purposes. In November 2025, the last one-year extension option was exercised for a EUR 200 million sustainability-linked revolving credit facility. Thus, the maturity date for this facility was extended from January 2028 to January 2029. 80 68.4 60 40 20 0 64.9 58.0 52.5 50.3 Average number of personnel 3,517 3,754 3,850 4,176 5,000 4,941 4,000 3,000 2,000 The average interest rate of interest-bearing financial liabilities was 4.0%. 2021 2022 2023 2024 2025 1,000 0 2021 2022 2023 2024 2025 Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 24 Report Research and development Nokian Tyres' competitive position is based on its ability to continually develop new, innovative and sustainable products. The company's R&D team closely monitors market trends and consumer demands, ensuring that Nokian Tyres' products meet the evolving customer needs. In 2025, Nokian Tyres introduced several new tire models with safety, sustainability, and performance being the key drivers of the product development. Approximately 50% of R&D investments is allocated to product testing. Nokian Tyres' R&D costs in 2025 totaled EUR 26.2 million (2024: 24.8; 2023: 24.3), which is 11.1% (2024: 10.7%; 2023: 11.6%) of the operating expenses. Business unit reviews Passenger Car Tyres EUR million 2025 2024 During the review period, Nokian Tyres expanded its product portfolio in the company's growth regions by launching the new Nokian Tyres Surpass AS01 UHP all-season tire to the North American market as well as the Nokian Tyres Seasonproof 2 Net sales 858.4 779.9 Net sales change, % 10.1% 19.4% Net sales change in comparable currencies, % 11.5% 20.2% Operating profit 28.3 -15.6 Operating profit, % 3.3% -2.0% Segment operating profit 80.9 52.2 Segment operating profit, % 9.4% 6.7% all-season tire and the Nokian Tyres Powerproof 2 UHP summer tire to the Central and southern European markets. Nokian Tyres Hakkapeliitta winter tires and Nokian Tyres Hakka summer tires received the Key Flag symbol by the Association for Finnish Work as proof of their Finnish origin. Net sales and segment operating profit EUR million % R&D expenses, EUR million In 2025, net sales of Passenger Car Tyres totaled EUR 858.4 1,200 1,199.2 30 31.9 32 29.6 million (779.9). With comparable currencies, net sales increased by 11.5%. 1,000 800 810.7 653.4 779.9 858.4 25 20 24.3 24.8 24 26.2 The share of sales volume of winter tires was 58% (55%), the share of summer tires was 12% (17%), and the share of all-season 600 400 298.7 15 10 16 tires was 30% (28%). 200 0 36.7 52.2 80.9 5 0 8 Operating profit was EUR 28.3 million (-15.6). Segment operating profit was EUR 80.9 million (52.2). The increase was driven by price increases and sales volume growth. -200 -24.7 2021 2022 2023 2024 2025 -5 0 2021 2022 2023 2024 2025 To expand its manufacturing footprint and rebuild capacity, Nokian Tyres has built a new passenger car tire factory in Net sales Segment operating profit Segment operating profit, % Romania. The production facility is the world's first full-scale zero-CO 2 -emissions (Scope 1 & 2) tire factory. Altogether, one million tires were delivered in 2025, and the ramp-up will continue until the full capacity of 6 million tires is reached based on future demand. There is potential for future expansion at the site. Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 25 Report Heavy Tyres EUR million 2025 2024 Net sales and segment operating profit EUR million % In 2025, net sales of Vianor totaled EUR 363.8 million (354.9). With comparable currencies, net sales increased by 1.6%. Net sales 232.0 235.1 Net sales change, % -1.3% -8.6% Net sales change in comparable currencies, % -1.2% -8.0% Operating profit 24.3 30.0 Operating profit, % 10.5% 12.8% Segment operating profit 24.3 30.0 Segment operating profit, % 10.5% 12.8% 300 250 200 150 100 50 0 271.0 30 Operating profit was EUR -3.5 million (-3.8). Segment operating 254.0 257.1 235.1 232.0 40.3 44.1 32.8 30.0 24.3 25 profit was EUR -3.5 million (-3.8). 20 At the end of the review period, Vianor had 170 (174) own service 15 centers in Finland, Sweden and Norway. 10 Net sales and segment operating profit 5 EUR million % 0 In 2025, net sales of Heavy Tyres totaled EUR 232.0 million (235.1). With comparable currencies, net sales decreased by 1.2% due to lower volume of forestry and agricultural tires. Operating profit was EUR 24.3 million (30.0). Segment operating profit was EUR 24.3 million (30.0). The decrease was mainly caused by weaker product mix and inventory revaluation. During the review period, Heavy Tyres launched a new-generation flotation tire, the Nokian Tyres Country King 2021 2022 2023 2024 2025 Net sales Segment operating profit Segment operating profit, % Vianor, own operations EUR million 2025 2024 400 300 200 100 0 -100 4.1 3.1 3.4 -3.8 -3.5 Net sales 363.8 354.9 Net sales change, % 2.5% 3.2% Net sales change in comparable currencies, % 1.6% 3.6% Operating profit -3.5 -3.8 Operating profit, % -1.0% -1.1% Segment operating profit -3.5 -3.8 Segment operating profit, % -1.0% -1.1% Number of own service centers at period end 170 174 -200 342.9 362.0 344.0 354.9 363.8 4 3 2 1 0 -1 -2 G2, engineered for the changing needs of agricultural transportation. New tire sizes were introduced to the Nokian Tyres Soil King VF product family for demanding agricultural work as well as to the Nokian Ground Kare tire range for wheeled excavators and backhoe loaders. In November, Nokian Tyres was awarded an Agritechnica Innovation Silver Medal for its next-generation smart tire technology Nokian Tyres Intuitu™ 2.0 Smart Pressure Assistant. The innovation uses tire sensors to determine the axle load during driving and suggests the correct tire pressure for use on the road and for working on the field. 2021 2022 2023 2024 2025 Net sales Segment operating profit Segment operating profit, % Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 26 Report Segments Total to Nokian Tyres Total reconciliation 2025 In addition to IFRS figures, Nokian Tyres publishes alternative non-IFRS segments figures, which exclude the ramp-up of the US and Romanian factories and other possible items that are not indicative of the Group's underlying business performance. At the end of 2025, the company had 98,875 (102,389) registered shareholders. The percentage of Finnish shareholders was 78.0% (70.5%), out of which public sector entities owned 20.3% (18.1%), financial and insurance corporations 6.1% (4.6%), households 42.2% (38.9%), non-profit EUR million Net sales Cost of sales SGA Other operating income/ expenses Operating profit Financial income/expenses Taxes Result for the period Segments Total 1,373.6 -1,043.0 -240.2 0.8 91.3 -51.7 -10.5 29.1 US factory ramp-up -5.6 -0.3 -5.9 1.4 -4.5 Romanian factory preparations -43.7 -2.7 -0.4 -46.9 9.4 -37.5 Other exclusions -2.7 -2.7 0.6 -2.2 Total non-IFRS exclusion -49.3 -5.7 -0.4 -55.5 0.0 11.3 -44.1 Nokian Tyres Total 1,373.6 -1,092.3 -245.9 0.4 35.8 -51.7 0.9 -15.0 institutions 2.2% (2.1%), and private companies 7.1% (6.8%). The percentage of non-Finnish holders and foreign shareholders registered in the nominee register was 22.0% (29.5%). Major shareholders on December 31, 2025 (Does not include nominee registered shareholders or treasury shares) Number of shares % of share capital Shares and shareholders At the end of December 2025, the number of shares was 138,921,750. at the end of period 137.88 137.87 in average 137.87 137.87 in average, diluted 137.87 137.87 Number of shares (million units)* Dec 31, 2025 Dec 31, 2024 *Excluding treasury shares held by EAM NRE1 Holding Oy Own shares The company held no treasury shares on December 31, 2025. Nokian Tyres has an agreement with Allshares Oy concerning the long-term share-based incentive schemes for key personnel. Pursuant to the agreement, EAM NRE1 Holding Oy owns Nokian Tyres' shares related to the incentive schemes until the shares are granted to the employees participating in the schemes. On December 31, 2025, EAM NRE1V Holding Oy held 1,046,507 shares, reported as treasury shares (December 31, 2024: 1,052,242). The number of treasury shares corresponded to 0.75% (0.76%) of the total shares and voting rights in the company. 1. Solidium Oy 14,031,000 10.10 2. Varma Mutual Pension Insurance Company 6,717,384 4.84 3. Ilmarinen Mutual Pension Insurance Company 4,505,678 3.24 4. Elo Mutual Pension Insurance Company 1,785,000 1.28 5. Nordea Nordic Small Cap Fund 1,212,160 0.87 6. Nordea Finland Fund 941,795 0.68 7. The State Pension Fund 900,000 0.65 8. Evli Finnish Small Cap Fund 751,354 0.54 9. OP-Henkivakuutus Ltd. 622,192 0.45 10. OP-Finland Index Fund 539,874 0.39 Trading in shares A total of 152,692,396 (149,557,916) Nokian Tyres' shares were traded in Nasdaq Helsinki in 2025, representing 110% (108%) of the company's overall share capital. The average daily volume in 2025 was 611,850 shares (595,848). Nokian Tyres' shares are also traded on alternative exchanges. Nokian Tyres' share price was EUR 9.46 (7.35) at the end of 2025. The volume weighted average share price in 2025 was EUR 7.22 (8.24), the highest was EUR 9.49 (9.63) and the lowest was EUR 5.95 (7.07). The company's market capitalization at the end of 2025 was EUR 1.3 billion (1.0 billion). Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 27 Report Changes in ownership In 2025, Nokian Tyres plc received 17 notifications of change in shareholding pursuant to Chapter 9, Section 5 of the Securities Markets Act. The details of the notifications are available at Shares owned by the Management Team members on December 31, 2025 (Including own holdings and controlled entities) Number Dividend Tommi Alhola, Passenger Car Tyres, Central Europe 1,451 Elisa Erkkilä, Legal and Compliance 0 Tron Gulbrandsen, Passenger Car Tyres, Nordics and Heavy Tyres (interim) 0 Lauri Halme, Vianor 1,765 Jari Huuhtanen, Finance 1,643 Adrian Kaczmarczyk, Operations 3,420 Jukka Kasi, Products and Innovations 48,616 Päivi Leskinen, Human Resources 1,182 Christopher Ostrander, Passenger Car Tyres, North America 13,400 Total 71,477 The Annual General Meeting decided on a distribution of dividend of EUR 0.25 per share. The dividend was paid on May 20, 2025, to shareholders who were registered in the company's company.nokiantyres.com/news-and-media/press-releases . Shares owned by the Board members on December 31, 2025 (Including own holdings and controlled entities) Number Management Team of shares shareholders' register maintained by Euroclear Finland Oy on the dividend record date on May 9, 2025. Segments earnings per share and dividend per share, EUR Jukka Hienonen, Chair 59,625 Elina Björklund, Deputy Chair 8,740 Susanne Hahn, member 17,180 Markus Korsten, member 9,338 Elisa Markula, member 9,152 Antti Mäkinen, member 3,501 Jouko Pölönen, member 42,430 Total 149,966 Board of Directors Shares owned by the President and CEO on December 31, 2025 (Including own holdings and controlled entities) President and CEO of shares Number of shares Managers' transactions In 2025, Nokian Tyres announced managers' transactions on February 10, February 17 and May 9. The details of the transactions are available at company.nokiantyres.com/news-and-media/press-releases . Decisions of the Annual General Meeting 2025 Paolo Pompei 11,674 Nokian Tyres' Annual General Meeting was held on May 7, 2025 at Finlandia Hall in Helsinki, Finland. The Annual General Meeting approved all proposals made by the Board of Directors and the Shareholders' Nomination Board. The details of the decisions 2.0 1.5 1.0 0.5 0.0 -0.5 -1.0 -1.5 -2.0 -2.5 1.84 0.23 0.21 0.25* -0.86 -2.16 2021 2022 2023 2024 2025 Segments earnings per share Dividend per share On December 31, 2025, Nokian Tyres' Board members and the President and CEO held a total of 161,640 Nokian Tyres shares. The shares represent 0.12% of the total number of votes. of the Annual General Meeting are available at company. nokiantyres.com/news-and-media/news-article/decisions-of-the-annual-general-meeting-of-nokian-tyres-plc . *The Board's proposal to the Annual General Meeting. Authorizations The Annual General Meeting authorized the Board of Directors to decide on the repurchase of a maximum of 13,800,000 of the company's own shares, corresponding to approximately Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 28 Report 9.9 percent of all shares. The authorization allows for directed repurchases and the shares may be repurchased using unrestricted shareholders' equity at the market price formed in public trading. The Annual General Meeting further authorized the Board of Directors to decide on the issuance of shares and of special rights entitling to shares, in one or several tranches, of a maximum of 13,800,000 shares, corresponding to approximately 9.9 percent of all shares. The Annual General Meeting also authorized Board of Directors to decide on donations in the aggregate maximum amount of EUR 250,000 to be made to universities, institutions of higher education or to other non-profit or similar purposes. All authorizations remain in effect until the next Annual General Meeting, however at the latest until June 30, 2026. The Board had not used these authorizations by the end of 2025. Composition of the committees of the Board of Directors In its organizing meeting on May 7, 2025, the Board of Directors elected: Jouko Pölönen as the Chair and Elisa Markula and Antti Mäkinen as members of the Audit Committee Elina Björklund as the Chair and Susanne Hahn and Jukka Hienonen as members of the People and Sustainability Committee Christopher Ostrander as the Chair and Markus Korsten and Jukka Hienonen as members of the Investment Committee. On August 29, 2025, Christopher Ostrander resigned from the Board of Directors. The Board of Directors elected Elina Björklund as a new member of the Investment Committee. Markus Korsten was elected as the Chair of the Committee and Jukka Hienonen continues as a member of the Committee. Shareholders' nomination board In June 2025, the following members were appointed to Nokian Tyres' Shareholders' Nomination Board: Mr. Petter Söderström (Investment Director, Solidium Oy), appointed by Solidium Oy Mr. Mikko Mursula (CEO, Ilmarinen Mutual Pension Insurance Company), appointed by Ilmarinen Mutual Pension Insurance Company Mr. Timo Sallinen (Director, Head of Listed Securities, Varma Mutual Pension Insurance Company), appointed by Varma Mutual Pension Insurance Company Mrs. Jonna Ryhänen (Chief Investment Officer and Deputy CEO, Elo Mutual Pension Insurance Company), appointed by Elo Mutual Pension Insurance Company Mr. Jukka Hienonen, Chair of the Board of Directors, Nokian Tyres plc Changes in the Board of Directors and Management Paolo Pompei started as Nokian Tyres' President and CEO on January 1, 2025. In February 2025, Nokian Tyres announced changes to its Management Team to increase consumer focus, global synergies and operational excellence. New members joining the Management Team were Tommi Alhola (Passenger Car Tyres, Central Europe) and Lauri Halme (Passenger Car Tyres, North America). The new Management Team structure enables a dedicated focus on Nokian Tyres' growth regions to achieve the company's financial targets. As part of the organizational changes, the company reorganized all manufacturing facilities under one leadership and combined Marketing and Communications in one strategic global function. In May 2025, Nokian Tyres announced that Niko Haavisto, Nokian Tyres CFO and member of the Management Team, had decided to leave the company. Jari Huuhtanen, VP, Group Business Control, was appointed interim CFO as of June 1, 2025. Further leadership changes were announced in July 2025, and became effective as of September 1, 2025, reflecting Nokian Tyres' sharpened commercial focus and commitment to strategic growth: Christopher Ostrander was appointed SVP, Passenger Car Tyres, North America and a member of the Nokian Tyres Management Team. Lauri Halme was appointed SVP, Vianor, continuing as a member of the Nokian Tyres Management Team. Tron Gulbrandsen was appointed SVP, Passenger Car Tyres, Nordics, and a member of the Nokian Tyres Management Team. Due to his appointment to Nokian Tyres SVP, Passenger Car Tyres, North America, Christopher Ostrander resigned from the Board of Directors on August 29, 2025. After Ostrander's resignation Nokian Tyres Board of Directors comprises seven members. Manu Salmi, EVP, Heavy Tyres; SVP, Manufacturing (interim), and a member of the Management Team left the company on September 17, 2025. His responsibilities were reassigned on an interim basis through internal arrangements reporting to President and CEO Paolo Pompei (Manufacturing) and Tron Gulbrandsen (Heavy Tyres). Corporate sustainability In February 2025, Nokian Tyres scored an A- from CDP for its actions aimed at reducing greenhouse gas emissions and mitigating climate change-related risks. Scores A and A- represent leadership level. This is the fifth consecutive year that Nokian Tyres has received an A- for its climate work. In February 2025, Nokian Tyres' factory in Oradea, Romania obtained the International Sustainability and Carbon Certification (ISCC) PLUS. With the certification, Nokian Tyres is able to utilize sustainable, ISCC PLUS certified raw materials Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 29 Report in its tires. Using certified materials supports the company in reaching one of its key sustainability goals, which is to increase the share of recycled or renewable raw materials in its tires to 50 percent by 2030. Nokian Tyres' passenger car tire factory in Nokia, Finland obtained the ISCC PLUS certification in 2024. In February 2025, Nokian Tyres announced that it is to lead the five-year-long FUTUREPROOF research, development and innovation program to confront the key challenges of future mobility. The FUTUREPROOF ecosystem is aiming to involve over 100 partners. In the program, Nokian Tyres and the ecosystem partners will tackle issues such as improving the safety and sustainability of Finnish and European mobility, reducing emissions throughout the entire supply chain, developing advanced driving solutions and accelerating the implementation of Industry 5.0. In March 2025, Nokian Tyres launched the new Nokian Tyres Seasonproof 2 all-season tire range that contains up to 38% of renewable, recycled and ISCC PLUS certified materials. It is the company's first tire in commercial production with such a high share of renewable and recycled materials. For example, the resin and silica used in the tire are from renewable resources. Recycled materials include carbon black and steel. In March 2025, Nokian Tyres published the Sustainability Statement as part of the 2024 Report by the Board of Directors. The Sustainability Statement was prepared in accordance with the Corporate Sustainability Reporting Directive, and it is available at company.nokiantyres.com/investors/reports-and-presentations . In June 2025, Nokian Tyres was recognized by TIME magazine as one of the world's most sustainable companies. Nokian Tyres was ranked 98th on the list that includes 500 companies around the globe with outstanding commitment to environmental and social responsibility. Long-term share-based incentive schemes Commencement of new plan periods In February 2025, the Board of Directors approved the commencement of a new plan 2025-2027 of the Restricted Share Plan ("RSP"). RSP scheme serves as a complementary long-term incentive tool, used selectively for retention of Nokian Tyres key employees. RSP 2025-2027 includes a three-year restriction period, with potential rewards delivered in 2028 in shares of Nokian Tyres. The aggregate number of shares to be paid based on RSP 2025-2027 is a maximum of 120,000 shares. In May 2025, the Board of Directors approved the commencement of a new plan 2025-2026 of the Performance Share Plan ("PSP"). PSP is a long-term incentive tool, used selectively for retention of Nokian Tyres key employees. PSP 2025-2026 includes a two-year performance period, and one year restriction period (2027). The performance targets are average earnings per share (EPS), average return on capital employed (ROCE%) and reduction of Scope 1 & 2 CO 2 emission intensity. Subject to achieving the performance targets, share rewards will be delivered in spring 2028. The aggregate maximum number of shares to be paid based on PSP 2025-2026 is 1,657,000 shares. The reward will be paid in shares of Nokian Tyres. Number of participants included in PSP 2025-2026 is 85. Payments for share-based plans that ended in 2024 The Board of Directors made the following decisions concerning share-based rewards payable under the long-term incentive schemes: PSP 2022-2024: No share-based rewards were paid under the plan as the targets were not reached. RSP 2022-2024: In total 11,500 shares of the company were granted without consideration to key employees in accordance with the terms and conditions of the plan. The shares were acquired from the market on behalf of the recipients. The transfers took place on March 6, 2025 (5,500 shares) and on August 6, 2025 (6,000 shares). Significant risks, uncertainties, and ongoing disputes Several uncertainties can impact Nokian Tyres' business and financial performance. The Group has adopted a risk management policy, approved by the Board of Directors, which supports the achievement of strategic goals and ensures business continuity. The risk management process aims to identify and evaluate threats and opportunities and to plan and implement practical measures for each risk. Nokian Tyres describes the overview of its risk management systems in the Corporate Governance Statement. For example, the following risks could potentially have an impact on Nokian Tyres' business: Economic and geopolitical uncertainty Nokian Tyres is exposed to risks related to consumer confidence and macroeconomic and geopolitical conditions. International tensions and increasing global uncertainty may lead to economic recession, create trade barriers such as tariffs, and cause global or regional crises that may significantly affect product demand or cause widespread disruptions in production and supply chain. These factors may adversely affect Nokian Tyres' financial performance and the collection of trade receivables. Risk mitigation measures: continuous monitoring of the operating environment and markets. The company's ability to respond quickly and adapt its operations to a changing environment. Creating a balanced manufacturing platform. Acting in accordance with the contingency plan. Year 2025 Report by the Board of Directors Sustainability Statement Corporate Governance Statement Financial Statements Remuneration 30 Report Changes in consumer behavior The weakening of consumer confidence has shifted demand towards more affordable products and delayed purchase decisions. The tire wholesale and retail landscape is evolving with digitalization to meet changing consumer needs. Nokian Tyres aims to adapt to changes in the sales channel and to innovate and develop new products and services that appeal to customers and consumers. Despite extensive testing of products, issues related to product quality and inability to meet customer needs or demands of performance and safety can harm Nokian Tyres' reputation and brand, thereby negatively affecting the company's financial profitability and growth opportunities. Risk mitigation measures: ensuring high-quality research and development. Continuously monitoring markets and consumer needs to anticipate consumer preferences. Sufficient resources for product testing. Developing distribution channels and network. Production and commercial operations in Europe To ensure tire availability, Nokian Tyres is investing in new zero-CO 2 -emissions (Scope 1 & 2) production capacity in Romania. While commercial production has commenced as planned, temporary delays in ramping up production processes or challenges related to commercial execution in a competitive market may negatively impact Nokian Tyres' financial performance and growth opportunities, especially in Central Europe. Risk mitigation measures: close monitoring of the ramp-up, markets and consumer needs. Preparation and continuous follow-up of a risk management plan. Ability to quickly react to significant changes. Retention and recruitment of skilled personnel. Currency market Nokian Tyres' operations are exposed to currency risks arising from currency transactions and the translation of subsidiary financial statements, which may affect Nokian Tyres' results and profitability. The most significant currency risks are caused by the Swedish krona, the Norwegian krone, the US and Canadian dollars and the Romanian leu. Approximately 60 percent of the Group's sales are generated outside the euro-zone. The most significant net investments in foreign operations are in the US and Romania. A weakening of the US dollar benefits Nokian Tyres in currency transactions due to its net-buy position, but it has a negative impact through translation exposure. The impact of fluctuations in the Romanian leu primarily arises through translation exposure. Expenses in the Swedish, Norwegian, and Canadian subsidiaries are predominantly incurred in local currencies, which mitigates the impact of currency fluctuation on sales denominated in those currencies. Risk mitigation measures: hedging against the effects of exchange rate fluctuations according to the hedging strategy. Information technology and cybersecurity The availability of information systems and network services is crucial to Nokian Tyres. Unplanned interruption in critical information systems and network services may cause disruption to the continuity of operations. These systems and services may also be exposed to cyberattacks, which may lead to a leakage of confidential information, violation of data privacy regulations or intellectual property rights, production and delivery interruptions, or reputational damage. Risk analyses and projects related to cybersecurity, data protection, and customer information are continuously a special focus area for the company. Risk mitigation measures: sufficient investments and resources in IT infrastructure and capabilities, as well as cybersecurity. Appropriate plans to respond to disruptions in information systems and network services, including backup systems and recovery plans. Continuous monitoring of cybersecurity and data protection and vulnerability management. Employee training. Diversified customer base Ensuring a diversified customer base and fostering strong customer relationships help reduce sales risk and create long-term business stability. Excessive concentration of the customer base can make the company dependent on a limited number of large customers, exposing the business to risks and potentially leading to a decline in sales and profitability. Risk mitigation measures: continuous monitoring of the markets and proactive response to changes in the customer base. Deepening cooperation with existing key customers, for example, in the development of new products. Expanding the customer base geographically and in selected segments within current markets. Developing the distribution network and services, especially in key growth areas. Environment, social responsibility and governance Various aspects of corporate sustainability, including product quality, safety, the environment, and human rights, are increasingly important. Legislation and regulation, particularly around environmental, social responsibility and governance (ESG) issues, are increasing and placing additional requirements to all actors in the value chain. Non-compliance with laws, regulations, or standards by Nokian Tyres or its suppliers, customers, or partners, neglecting new and tightening requirements, or incorrectly interpreting them may result in additional costs for Nokian Tyres or lead to fines and damage the company's reputation and brand. Over-reliance on individual suppliers increases the risk related to the availability of sustainable raw materials.

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