Nokia - Notice to general meeting

Notice of the Annual General Meeting of Nokia Corporation

Nokia Corporation
Stock exchange release
February 3, 2015 at 9:00 (CET +1)

Notice is given to the shareholders of Nokia Corporation (the "Company") of the
Annual General Meeting to be held on Tuesday, May 5, 2015 at 4:00 p.m. at
Helsinki Messukeskus, Messuaukio 1, Helsinki, Finland. The reception of persons
who have registered for the Meeting will commence at 2:30 p.m.

A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Matters of order for the Meeting

3. Election of the persons to confirm the minutes and to verify the counting of
votes

4. Recording the legal convening of the Meeting and quorum

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the Annual Accounts, the review by the Board of Directors and
the auditor's report for the year 2014
- Review by the President and CEO

7. Adoption of the Annual Accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board proposes to the Annual General Meeting that a dividend of EUR 0.14 per
share be paid for the fiscal year 2014. The dividend would be paid to
shareholders registered in the Register of Shareholders of the Company on the
record date of the dividend payment, May 7, 2015. The Board proposes that the
dividend will be paid on or about May 21, 2015.

9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability10. Resolution on the remuneration to the members of the Board of Directors
The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the annual fee payable to the Board members elected at the
same meeting for a term ending at the Annual General Meeting in 2016 remain at
the same level as it has been for the past seven years: EUR 440 000 for the
Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member. In
addition, the Committee proposes that the Chairman of the Audit Committee and
the Chairman of the Personnel Committee will each receive 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 Corporate Governance and Nomination Committee
proposes that approximately 40 per cent of the remuneration be paid in Nokia
shares purchased from the market, or alternatively by using treasury shares held
by the Company. The shares shall be retained until the end of the director's
Board membership in line with the current Nokia policy (except for the shares
needed to offset any costs relating to the acquisition of the shares, including
taxes).

11. Resolution on the number of members of the Board of Directors
The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the number of Board members be eight (8).

12. Election of members of the Board of Directors
The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the following current Nokia Board members be re-elected as
members of the Board for a term ending at the Annual General Meeting in 2016:
Vivek Badrinath, Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Elizabeth
Nelson, Risto Siilasmaa and Kari Stadigh. In addition, the Committee proposes
that Dr. Simon Jiang be elected as a new member of the Board for the same term.

13. Resolution on the remuneration of the Auditor
The Board's Audit Committee proposes to the Annual General Meeting that the
external auditor to be elected at the Annual General Meeting be reimbursed based
on the invoice of the auditor and in compliance with the purchase policy
approved by the Audit Committee.

14. Election of Auditor
The Board's Audit Committee proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy be re-elected as the auditor of the Company for the
fiscal year 2015.

15. Authorization to the Board of Directors to resolve to repurchase the
Company's own shares
The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 365 million Nokia shares by using funds in
the unrestricted shareholders' equity. Repurchases will reduce funds available
for distribution of profits. The shares may be repurchased in order to optimize
the capital structure of the Company and are expected to be cancelled. In
addition, shares may be repurchased in order to finance or carry out
acquisitions or other arrangements, to settle the Company's equity-based
incentive plans, or to be transferred for other purposes.

The shares may be repurchased either

a) through a tender offer made to all the shareholders on equal terms; or
b) by repurchasing the shares in another proportion than that of the current
shareholders.

It is proposed that the authorization be effective until November 5, 2016 and
terminate the corresponding authorization granted by the Annual General Meeting
on June 17, 2014.

16. Authorization to the Board of Directors to resolve to issue shares and
special rights entitling to shares
The Board proposes that the Annual General Meeting authorize the Board to
resolve to issue a maximum of 730 million shares through issuance of shares or
special rights entitling to shares under Chapter 10, Section 1 of the Finnish
Limited Liability Companies Act in one or more issues during the effective
period of the authorization. The Board may issue either new shares or treasury
shares held by the Company.

The Board proposes that 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.

It is proposed that the authorization includes the right for the Board to
resolve on all the terms and conditions of the issuance of shares and such
special rights, including to whom shares or special rights may be issued as well
as the consideration to be paid. The authorization thereby includes the right to
deviate from the shareholders' pre-emptive rights within the limits set by law.

It is proposed that the authorization be effective until November 5, 2016 and
terminate the corresponding authorization granted by the Annual General Meeting
on June 17, 2014.

17. Closing of the Meeting

B. Documents of the Annual General Meeting
The proposals of the Board of Directors and its Committees relating to the
agenda of the Annual General Meeting as well as this notice are available on the
Company's website at company.nokia.com/agm. The "Nokia in 2014" annual report,
which includes the Company's Annual Accounts, the review by the Board of
Directors and the auditor's report, is expected to be available on the above-
mentioned website in the week of March 23, 2015. The proposals of the Board of
Directors and the annual report will also be available at the Meeting. Copies of
these documents and of this notice will be sent to shareholders upon request.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration
Each shareholder, who on April 22, 2015 is registered in the Register of
Shareholders of the Company, has the right to participate in the Annual General
Meeting. A shareholder, whose shares are registered on his/her Finnish book-
entry account, is automatically registered in the Register of Shareholders of
the Company. A shareholder, who wishes to participate in the Annual General
Meeting, must register for the Meeting by giving prior notice of attendance no
later than on April 28, 2015 at 4:00 p.m. (Finnish time) by which time the
registration needs to be received by the Company. Such notice can be given:

a) through Nokia's website at company.nokia.com/agm;
b) by telephone to +358 20 770 6870 from Monday to Friday at 09:00 a.m. to 4:00
p.m. (Finnish time); or
c) by letter to the Register of Shareholders, Nokia Corporation, P.O. Box 226,
Fl-00045 NOKIA GROUP.

In connection with the registration, a shareholder is required to notify his/her
name, personal identification number, address, telephone number, the name of a
possible assistant and the name and the personal identification number of a
possible proxy representative.

2. Advance voting service
A shareholder, who has a Finnish book-entry account, may vote in advance on
certain items on the agenda of the Annual General Meeting through the Company's
website from February 3, 2015 until 4:00 p.m (Finnish time) on April 28, 2015.
Unless a shareholder voting in advance will be present in person or by proxy in
the Meeting, he/she may not be able to exercise his/her right under the Finnish
Limited Liability Companies Act to request information or a vote in the meeting
and if decision proposals regarding certain agenda item have changed after the
beginning of the advance voting period, his/her possibility to vote on such item
may be restricted. The conditions and other instructions relating to the
electronic advance voting may be found on the Company's website
company.nokia.com/agm. The Finnish book-entry account number of the shareholder
is needed for voting in advance.

3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by proxy. A proxy representative shall produce a dated
proxy document or otherwise in a reliable manner demonstrate his/her right to
represent the shareholder at the Annual General Meeting. Should a shareholder
participate in the meeting by means of several proxy representatives
representing the shareholder with shares in different book-entry accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Annual General Meeting.
Powers of attorney should be delivered in original to Nokia's Register of
Shareholders at the abovementioned address or via email to agm@nokia.com before
the last date for registration.

4. Holders of nominee registered shares
A holder of nominee registered shares is advised without delay to request from
his/her custodian bank the necessary instructions regarding registration in the
Register of Shareholders of the Company, issuing of proxy documents and
registration for the Annual General Meeting. The account management organization
of the custodian bank shall register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be entered in the
temporary Register of Shareholder of the Company at the latest on April
29, 2015 at 4:00 p.m. (Finnish time). Further information on these matters can
also be found on the Company's website company.nokia.com/agm.

5. Other instructions and information
On the date of this notice of the Annual General Meeting, January 28, 2015, the
total number of shares in Nokia Corporation and votes represented by such shares
is 3 745 044 246.

Doors of the meeting venue will open at 2:30 p.m. The shareholders, their
representatives and possible assistants are required to prove their identity at
the entrance. The participants are kindly invited to the coffee reception before
the Meeting. The Meeting will be conducted primarily in Finnish, and
simultaneous translation will be available into Swedish and English, and as
necessary, into Finnish.

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, a shareholder who has given prior notice of attendance and is present at
the Annual General Meeting has the right to request information with respect to
the matters to be considered at the Meeting.



Espoo, January 28, 2015

BOARD OF DIRECTORS


About Nokia
Nokia invests in technologies important in a world where billions of devices are
connected. We are focused on three businesses: network infrastructure software,
hardware and services, which we offer through Nokia Networks; location
intelligence, which we provide through HERE; and advanced technology development
and licensing, which we pursue through Nokia Technologies. Each of these
businesses is a leader in its respective field. http://company.nokia.com



Media Enquiries
Nokia
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Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com


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