Nokia - Notice to general meeting

Notice to the Annual General Meeting of Nokia Corporation

Nokia Corporation                                                               
Stock exchange release                                                          
February 1, 2010 at 9.00 (CET +1)                                               

Notice to the Annual General Meeting of Nokia Corporation                       

Notice is given to the shareholders of Nokia Corporation (the "Company") to the 
Annual General Meeting to be held on Thursday, May 6, 2010 at 3:00 p.m. at      
Helsinki Fair Centre, Amfi Hall, Messuaukio 1, Helsinki, Finland. The reception 
of persons who have registered for the Meeting will commence at 1:30 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 2009, the report of the Board of         
Directors and the Auditor's report for the year 2009                            

- 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 a dividend of EUR 0.40 per     
share for the fiscal year 2009. The dividend will be paid to shareholders       
registered in the Register of Shareholders held by Euroclear Finland Ltd on the 
record date of the dividend payment, May 11, 2010. The Board proposes that the  
dividend will be paid on or about May 25, 2010.                                 

9. Resolution on the discharge of the members of the Board of Directors and the 
President from liability                                                        

10. Resolution on the remuneration of the members of the Board of Directors     

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the remuneration payable to the members of the Board to be 
elected at the Annual General Meeting for a term ending at the Annual General   
Meeting in 2011, be unchanged from 2008 and 2009 and be as follows: 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 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, 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).                                                

11. Resolution on the number of members of the Board of Directors               

Georg Ehrnrooth, Nokia Board Audit Committee Chairman since 2007 and Board      
member since 2000, has informed that he will not stand for re-election. The     
Board's Corporate Governance and Nomination Committee proposes to the Annual    
General Meeting that the number of Board members be ten.                        

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 of Directors for a term ending at the Annual General       
Meeting in 2011: Lalita D. Gupte, Dr. Bengt Holmström, Prof. Dr. Henning        
Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Isabel Marey-Semper, Jorma       
Ollila, Dame Marjorie Scardino, Risto Siilasmaa and Keijo Suila.                

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      
according to 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 2010.                                                               

15. Resolution on the amendment of the Articles of Association                  

The Board proposes to the Annual General Meeting the Articles of Association of 
the Company to be amended as follows:                                           

- Amend the provision on the object of the Company to reflect more precisely its
current business activities (Article 2).                                        

- Amend the provision on the notice of a General Meeting to the effect that the 
provisions on the publication date of the notice corresponds to the amended     
provisions of the Finnish Companies Act and to allow the publication of the     
notice in the same manner as the other official disclosures  of the Company     
(Article 10).                                                                   

16. Authorizing 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 360 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 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 shares may be repurchased either                                            
a) through a tender offer made to all the shareholders on equal terms; or       
b) through public trading by repurchasing the shares in another proportion than 
that of the current shareholders.                                               

It is proposed that the authorization be effective until June 30, 2011 and      
terminate the corresponding authorization granted by the Annual General Meeting 
on April 23, 2009.                                                              

17. Authorization to the Board of Directors to resolve on the issuance of shares
and special rights entitling to shares                                          

The Board proposes that the Annual General Meeting authorizes the Board to      
resolve to issue a maximum of 740 million shares during the validity period of  
the authorization through issuance of shares or special rights entitling to     
shares (including stock options) under Chapter 10, Section 1 of the Finnish     
Companies Act in one or more issues.                                            

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 include 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 June 30, 2013 and      
terminate the corresponding authorization granted by the Annual General Meeting 
on May 3, 2007.                                                                 

18. 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 www.nokia.com/agm. The "Nokia in 2009" document, which     
includes the Company's annual accounts, the review of the Board of Directors and
the auditor's report, is scheduled to be available on the above-mentioned       
website on week 12. The proposals of the Board of Directors and the annual      
accounts are also 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 is registered on April 26, 2010 in the Register of        
Shareholders of the Company held by Euroclear Finland Ltd, has the right to     
participate in the Annual General Meeting. A shareholder, whose shares are      
registered on his/her personal book-entry account, is registered in the Register
of Shareholders of the Company. A shareholder, who wants to participate in the  
Annual General Meeting, shall register for the Meeting by giving a prior notice 
of participation no later than April 30 at 4:00 p.m. (Finnish time) by which    
time the registration needs to arrive in the Company. Such notice can be given: 

a) through Nokia's website at www.nokia.com/agm (available only for directly    
registered shareholders);                                                       
b) by telephone to +358 7180 34700 from Monday to Friday at 10:00 a.m. to 4:00  
p.m. (Finnish time);                                                            
c) by telefax to +358 7180 38984; or                                            
d) by letter to the Registry of Shareholders, Nokia Corporation, P.O. Box 226,  
Fl-00045 NOKIA GROUP.                                                           

In connection with the registration, a shareholder shall 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.                                                  

Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is    
present at the Annual General Meeting has the right to request information with 
respect to the matters to be considered at the Meeting.               

2. Advance Voting                                                               

A shareholder, who has a Finnish book-entry account, may vote in advance on     
certain items of the agenda of the Annual General Meeting through the company's 
website from February 1, 2010 at 9:00 a.m. to April 30, 2010 at 4:00 p.m. A     
shareholder voting in advance may not use his/her right under the Finnish       
Companies Act to ask questions or request a vote and his/her possibility to vote
on an item regarding which the decision proposals may have changed after the    
beginning of the advance voting period may be restricted unless he/she will     
attend the meeting in person or by way of proxy representation. The conditions  
and other instructions relating to the electronic advance voting may be found on
the company's website www.nokia.com/agm. The Finnish book-entry account number  
of the shareholder is needed for voting in advance.                             

3. Proxy representative and powers of attorney	                                 

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by way of proxy representation. 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. Possible proxy documents should be delivered in         
originals to Nokia's Registry of Shareholders 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 necessary instructions regarding the registration in the 
Register of Shareholders of the Company, the issuing of proxy documents and     
registration for the Annual General Meeting. The account management organization
of the custodian bank will register a holder of nominee registered shares, who  
wants to participate in the general meeting, to be temporarily entered in the   
shareholders' register of the company at the latest on May 3, 2010 at 4:00 p.m. 
Further information on these matters can also be found on the Company's website 
www.nokia.com/agm.                                                              

5. Other instructions and information                                           

On the date of this notice to the Annual General Meeting, January 28, 2010, the 
total number of shares and votes in Nokia Corporation is 3 744 956 052.         

The Meeting will be conducted in Finnish, and simultaneous translation will be  
available into Swedish and English.                                             

Espoo, January 28, 2010                                                         

BOARD OF DIRECTORS                                                              

Media and Investor Contacts:                                                    
Nokia                                                                           
Communications                                                                  
Tel. +358 7180 34900                                                            
Email: press.services@nokia.com                                                 
Investor Relations Europe                                                       
Tel. +358 7180 34927                                                            
Investor Relations US                                                           
Tel. +1 914 368 0555                                                            
www.nokia.com