Nokia - Decisions of general meeting

Resolutions of Nokia Annual General Meeting 2013

Nokia Corporation
Stock Exchange Release
May 7, 2013 at 19.15 (CET +1)

Espoo, Finland -The Annual General Meeting of Nokia Corporation held on May 7,
2013 (“AGM”) made the following resolutions: 

Dividend
The AGM resolved not to distribute dividend for the fiscal year 2012.

Board and Committee members elected
The AGM resolved to elect ten members to the Board of Directors. The following
members of the Nokia Board were re-elected for a term ending at the close of
the Annual General Meeting in 2014: Bruce Brown, Stephen Elop, Henning
Kagermann, Jouko Karvinen, Helge Lund, Mårten Mickos, Elizabeth Nelson, Risto
Siilasmaa and Kari Stadigh.  Elizabeth Doherty was elected as new member of the
Board for the same term. The resumés of the elected Board members are available
at http://www.nokia.com/global/about-nokia/governance/board/meet/the-board/. 

In its assembly meeting, the Board of Directors elected Risto Siilasmaa as
Chairman of the Board, and Jouko Karvinen as Vice Chairman of the Board. 

The Board of Directors also elected the members of the Board Committees.
Henning Kagermann was elected as Chairman and Bruce Brown, Helge Lund and Kari
Stadigh as members of the Personnel Committee. Jouko Karvinen, was elected as
Chairman and Elizabeth Doherty and Elizabeth Nelson as members of the Audit
Committee. Risto Siilasmaa was elected as Chairman and Henning Kagermann, Jouko
Karvinen, Helge Lund as members of the Corporate Governance and Nomination
Committee. 

The AGM resolved the following annual fees to be paid to the members of the
Board of Directors for the term ending at the Annual General Meeting in 2014:
EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and EUR 130 000
for each member. Stephen Elop, President and CEO of Nokia, will not receive any
remuneration from his membership in the Board of Directors. In addition, the
AGM resolved that the Chairmen of the Audit Committee and the Personnel
Committee will each be paid an additional annual fee of EUR 25 000, and other
members of the Audit Committee an additional annual fee of EUR 10 000 each. The
AGM also resolved, in line with the past practice, that approximately 40% of
the remuneration will be paid in Nokia shares purchased from the market, which
shares shall be retained until the end of the Board membership in line with the
Nokia policy (except for those shares needed to offset any costs relating to
the acquisition of the shares, including taxes). 

Other resolutions of the Annual General Meeting
The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokia
for the fiscal year of 2013. 

The AGM authorized the Board of Directors to resolve to repurchase a maximum of
370 million Nokia shares. The shares may be repurchased in order to develop the
capital structure of the Company, finance or carry out acquisitions or other
arrangements, settle the Company's equity-based incentive plans, be transferred
for other purposes, or be cancelled. The authorization is effective until June
30, 2014. The Board has no current plans for repurchases during 2013. 

The AGM also resolved to authorize the Board of Directors to issue a maximum of
740 million shares through issuance of shares or special rights entitling to
shares in one or more issues. The authorization may be used to develop the
Company's capital structure, diversify the shareholder base, finance or carry
out acquisitions or other arrangements, settle the Company's equity-based
incentive plans, or for other purposes resolved by the Board. Under the
authorization, the Board may issue new shares or shares held by the Company.
The authorization includes the right for the Board to resolve on all the terms
and conditions of the issuance of shares and special rights entitling to
shares, including issuance of shares or special rights in deviation from the
shareholders' pre-emptive rights within the limits set by law. The
authorization is effective until June 30, 2016. 

About Nokia
Nokia is a global leader in mobile communications whose products have become an
integral part of the lives of people around the world. Every day, more than 1.3
billion people use their Nokia to capture and share experiences, access
information, find their way or simply to speak to one another. Nokia's
technological and design innovations have made its brand one of the most
recognized in the world. For more information, visit
http://www.nokia.com/about-nokia. 

FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its business are exposed to various risks and
uncertainties and certain statements herein that are not historical facts are
forward-looking statements, including, without limitation, those regarding: A)
the expected plans and benefits of our partnership with Microsoft to bring
together complementary assets and expertise to form a global mobile ecosystem
for smartphones; B) the timing and expected benefits of our strategies,
including expected operational and financial benefits and targets as well as
changes in leadership and operational structure; C) the timing of the
deliveries of our products and services; D) our ability to innovate, develop,
execute and commercialize new technologies, products and services; E)
expectations regarding market developments and structural changes; F)
expectations and targets regarding our industry volumes, market share, prices,
net sales and margins of our products and services; G) expectations and targets
regarding our operational priorities and results of operations; H) expectations
and targets regarding collaboration and partnering arrangements; I) the outcome
of pending and threatened litigation, regulatory proceedings or investigations
by authorities; J) expectations regarding the successful completion of 
restructurings, investments, acquisitions and divestments on a timely basis and
our ability to achieve the financial and operational targets set in connection
with any such restructurings, investments, acquisitions and divestments; and K)
statements preceded by "believe,""expect,""anticipate,""foresee,""target,""estimate,""designed,""aim", "plans,""intends,""will" or similar
expressions. These statements are based on management's best assumptions and
beliefs in light of the information currently available to it. Because they
involve risks and uncertainties, actual results may differ materially from the
results that we currently expect. Factors, including risks and uncertainties
that could cause these differences include, but are not limited to: 1) our
ability to make the Windows Phone ecosystem a competitive and profitable global
ecosystem that achieves sufficient scale, value and attractiveness to relevant
market participants, making Nokia products with Windows Phone a competitive
choice for consumers; 2) our success in the smartphone market, including our
ability to introduce and bring to market quantities of attractive,
competitively priced Nokia products with Windows Phone that are positively
differentiated from our competitors' products, both outside and within the
Windows Phone ecosystem; 3) our ability to produce attractive and competitive
devices in our Mobile Phones business unit, including feature phones and
devices with features such as full touch that can be categorized as
smartphones, in a timely and cost efficient manner with differentiated
hardware, software, localized services and applications; 4) the success of our
HERE strategy, including our ability to establish a successful location-based
platform and extend our location-based services across devices and operating
systems; 5) our ability to provide support for our Devices & Services business
and maintain current and create new sources of revenue from our location-based
service and commerce assets; 6) our ability to protect numerous patented
standardized or proprietary technologies from third-party infringement or
actions to invalidate the intellectual property rights of these technologies;
7) our ability to maintain the existing sources of intellectual property
related revenue and establish new such sources; 8) the intensity of competition
in the various markets where we do business and our ability to maintain or
improve our market position or respond successfully to changes in the
competitive environment; 9) our ability to keep momentum and increase our speed
of innovation, product development and execution in order to bring new
innovative and competitive mobile products and location-based or other services
to the market in a timely manner; 10) the success of our partnership with
Microsoft in connection with the Windows Phone ecosystem; 11) our ability to
effectively and smoothly implement the planned changes in our operational
structure and achieve targeted efficiencies and reductions in operating
expenses; 12) our ability to retain, motivate, develop and recruit
appropriately skilled employees; 13) our dependence on the development of the
mobile and communications industry, including location-based and other services
industries, in numerous diverse markets, as well as on general economic
conditions globally and regionally; 14) our ability to maintain and leverage
our traditional strengths in the mobile products market, especially if we are
unable retain the loyalty of our mobile operator and distributor customers and
consumers as a result of the implementation of our strategies or other factors;
15) the performance of the parties we partner and collaborate with, including
Microsoft and our ability to achieve successful collaboration or partnering
arrangements; 16) our ability to deliver our mobile products profitably, in
line with quality requirements and on time, especially if the limited number of
suppliers we depend on, many of which are geographically concentrated with a
majority based in Asia, fail to deliver sufficient quantities of fully
functional products, components, sub-assemblies, software and services on
favorable terms and in compliance with our supplier requirements; 17) our
ability to manage efficiently our manufacturing and logistics, as well as to
ensure the quality, safety, security and timely delivery of our products and
services; 18) any actual or even alleged defects or other quality, safety and
security issues in our products; 19) any inefficiency, malfunction or
disruption of a system or network that our operations rely on; 20) the impact
of cybersecurity breach or other factors leading to an actual or alleged loss,
improper disclosure or leakage of any personal or consumer data collected by us
or our partners or subcontractors, made available to us or stored in or through
our products; 21) our ability to successfully manage the pricing of our
products and costs related to our products and our operations; 22) the
potential complex tax issues and obligations we may face, including the
obligation to pay additional taxes in various jurisdictions and our actual or
anticipated performance, among other factors, could result in allowances
related to deferred tax assets; 23) exchange rate fluctuations, particularly
between the euro, which is our reporting currency, and the US dollar, the
Japanese yen and the Chinese yuan, as well as certain other currencies; 24) our
ability to protect the technologies, which we or others develop or which we
license, from claims that we have infringed third parties' intellectual
property rights, as well as our unrestricted use on commercially acceptable
terms of certain technologies in our product and services; 25) the impact of
economic, regulatory, political or other development on our sales,
manufacturing facilities and assets located in emerging market countries as
well as the impact of regulations against imports to those countries; 26) the
impact of changes in and enforcement of government policies, technical
standards, trade policies, laws or regulations in countries where our assets
are located and where we do business; 27) investigations or claims by
contracting parties in relation to exits from countries, areas or contractual
arrangements; 28) unfavorable outcome of litigation, regulatory proceedings or
investigations by authorities; 29) allegations of possible health risks from
electromagnetic fields generated by base stations and mobile devices, and the
lawsuits and publicity related to them, regardless of merit; 30) Nokia Siemens
Networks' success in the mobile broadband infrastructure and related services
market and its ability to effectively, profitably and timely adapt business and
operations to the diverse needs of its customers; 31) Nokia Siemens Networks'
ability to maintain and improve its market position and respond successfully to
changes and competition in the mobile broadband infrastructure and related
services market; 32) Nokia Siemens Networks' success in implementing its
restructuring plan and reducing its operating expenses and other costs; 33)
Nokia Siemens Networks' ability to invest in and timely introduce new
competitive products, services, upgrades and technologies; 34) Nokia Siemens
Networks' dependence on limited number of customers and large, multi-year
contracts; 35) Nokia Siemens Networks' liquidity and its ability to meet its
working capital requirements, including access to available credit under its
financing arrangements and other credit lines as well as cash at hand; 36) the
management of Nokia Siemens Networks' customer financing exposure; 37) whether
ongoing or any additional governmental investigations of alleged violations of
law by some former employees of Siemens may involve and affect the
carrier-related assets and employees transferred by Siemens to Nokia Siemens
Networks; 38) any impairment of Nokia Siemens Networks customer relationships
resulting from ongoing or any additional governmental investigations involving
the Siemens carrier-related operations transferred to Nokia Siemens Networks,
as well as the risk factors specified on pages 12-47 of Nokia's annual report
on Form 20-F for the year ended December 31, 2012 under Item 3D. "Risk
Factors." Other unknown or unpredictable factors or underlying assumptions
subsequently proving to be incorrect could cause actual results to differ
materially from those in the forward-looking statements. Nokia does not
undertake any obligation to publicly update or revise forward-looking
statements, whether as a result of new information, future events or otherwise,
except to the extent legally required. 

Media Enquiries:

Nokia
Communications
Tel. +358 7180 34900
Email: press.services@nokia.com

www.nokia.com