Nokia - Company Announcement

Nokia Board of Directors approves the Nokia Equity Program 2015

Nokia Corporation
Stock Exchange Release
January 29, 2015 at 8.45 (CET +1)

Espoo, Finland - Nokia announced today that Nokia's Board of Directors has
approved the Nokia Equity Program 2015. In line with previous years, the Nokia
Equity Program 2015 includes the following equity instruments:

  * An Employee Share Purchase Plan for Nokia employees in selected
    jurisdictions, entitling the eligible employees to contribute a part of
    their salary to purchase Nokia shares. After a 12-month holding period,
    Nokia will offer the employees one matching share for every two purchased
    shares that continue to be held by the employees as at the end of the
    holding period;
  * Performance Shares, which are dependent on the achievement of independent
    performance criteria; and
  * Restricted Shares, which are used on a highly limited basis and only in
    exceptional retention and recruitment circumstances.

Nokia Equity Program 2015
The Nokia Equity Program 2015 is designed to support the participants' focus and
alignment with the company's strategy and long-term success. Nokia's use of the
Performance Shares as the main long-term incentive vehicle is intended to
effectively contribute to the long-term value creation and sustainability of the
company and to align the interests of the employees with those of the
shareholders. It is also designed to ensure that the overall equity-based
compensation is based on performance, while also ensuring the recruitment and
retention of talent vital to the future success of Nokia.

Restricted Shares will be granted on an even more limited basis than in 2014 and
only for exceptional retention and recruitment purposes, now primarily aimed at
US markets, to ensure Nokia is able to retain and recruit talent vital to the
future success of the company. Since 2014, stock options have no longer been
part of the Nokia Equity Programs.

Employee Share Purchase Plan
Under the Employee Share Purchase Plan, the eligible Nokia employees may elect
to make monthly contributions from their salary to purchase Nokia shares.
Participation in the plan is voluntary.

The annual limit which the participant can contribute to the plan will be
between the minimum of EUR 60 and the maximum of the lower of (1) EUR 1 200 or
(2) 10 per cent of a participant's annual gross base salary. Generally, the
share purchases will be made at market value on pre-determined dates on a
monthly basis during a 12-month period. In October 2016, Nokia will deliver one
matching share for every two purchased shares that the participant still holds
on July 31, 2016, which marks the end of the 2015 Employee Share Purchase Plan
cycle. The aggregate maximum amount of contributions that employees can elect
during the enrolment window for the plan cycle commencing in 2015 will be
approximately EUR 30 million, which equals approximately 4 226 000 Nokia shares
using the January 26, 2015 Nokia closing share price of EUR 7.10. Based on the
matching ratio of one matching share for every two purchased shares, the number
of matching shares would be approximately 2 113 000.

The Employee Share Purchase Plan is planned to be offered to Nokia employees in
46 countries for the plan cycle commencing in 2015. The savings period is
intended to start in July 2015 and the first monthly purchases are planned to be
made in August 2015.

Performance Shares
Under the 2015 Performance Share Plan, target pay-out will depend on whether
independent performance criteria have been met by the end of the performance
period. The performance criteria vary for different employee groups in
accordance with the following:

For the Nokia Group employees (excluding HERE employees), the performance
criteria are Nokia continuing operations Average Annual Non-IFRS Net Sales and
Nokia continuing operations Average Annual Non-IFRS EPS (diluted).

For HERE employees, the performance criteria are Nokia continuing operations
Average Annual Non-IFRS EPS (diluted), HERE Average Annual Non-IFRS Net Sales
and HERE Average Annual Non-IFRS Operating Profit.

The 2015 Performance Share Plan has a two-year performance period (2015-2016)
and a subsequent one-year restriction period. The number of Performance Shares
to be settled after the restriction period will start at 25 per cent of the
grant amount and any pay-out beyond this will be determined with reference to
the financial performance during the two-year performance period. The grant
under Performance Share Plan 2015 could result in an aggregate maximum pay-out
of 32.22 million Nokia shares in the event that maximum performance against all
the performance criteria is achieved.

Restricted Shares
The Restricted Shares under the Restricted Share Plan 2015 are divided into
three tranches, each tranche consisting of one third of the Restricted Shares
granted. The first tranche has a one-year restriction period, the second tranche
a two-year restriction period, and the third tranche a three-year restriction
period. The grant of Restricted Shares in 2015 could result in an aggregate
maximum payout of 750 000 Nokia shares.

Employees covered by the Equity Program 2015
In accordance with the previous year's practice, the primary equity instruments
for executive employees, as well as, directors below the executive level, are
Performance Shares.

Nokia has decided to restrict the use of Restricted Shares so that shares under
the Restricted Share Plan are granted only for exceptional retention and
recruitment purposes, aimed primarily at US markets, to ensure Nokia is able to
retain and recruit talent vital to the future success of the Group. The
Restricted Shares will only be used in limited and exceptional circumstances.

Approximately 56 600 employees in 46 countries are planned to be offered the
possibility to participate in the Employee Share Purchase Plan for the plan
cycle commencing in 2015, provided that there are no local regulatory or
administrative restraints in relation to the offer made under the plan.

Dilution effect
As of December 31, 2014, the aggregate maximum dilution effect of Nokia's
currently outstanding equity programs, assuming that the Performance Shares
would be delivered at maximum level, is approximately 1.37 per cent. The
potential maximum effect of the Nokia Equity Program 2015 would additionally be
approximately 0.96 per cent, assuming delivery at maximum level for Performance
Shares and the delivery of matching shares against the maximum amount of
contributions of approximately EUR 30 million under the Employee Share Purchase
Plan.

Settlements under various Nokia equity plans
The performance period for the 2013 Performance Share Plan ended on December
31, 2014, and Nokia's performance over 2013 and 2014, assessed against the
independent performance criteria set out in the plan rules, was above the
threshold performance level for the plan. The settlement to the participants
under the plan will take place after the restriction period ends on January
1, 2016.

To fulfill the company's obligations under the 2011 and 2012 Restricted Share
Plans in respect of shares to be settled in 2015, Nokia's Board of Directors has
resolved to issue without consideration a total amount of 1 530 000 Nokia shares
(NOK1V) held by the company to settle its commitment to plan participants, who
are all employees of the Nokia Group.

FORWARD-LOOKING STATEMENTS

It should be noted that Nokia and its businesses 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) expectations, plans or benefits related to Nokia's strategies; B)
expectations, plans or benefits related to future performance of Nokia's
businesses Nokia Networks, HERE and Nokia Technologies; C) expectations, plans
or benefits related to changes in our management and other leadership,
operational structure and operating model; D) expectations regarding market
developments, general economic conditions and structural changes; E)
expectations and targets regarding performance, including those related to
market share, prices, net sales and margins; F) timing of the deliveries of our
products and services; G) expectations and targets regarding our financial
performance, operating expenses, taxes, cost savings and competitiveness, as
well as results of operations; H) expectations and targets regarding
collaboration and partnering arrangements; I) outcome of pending and threatened
litigation, arbitration, disputes, regulatory proceedings or investigations by
authorities; J) expectations regarding restructurings, investments, uses of
proceeds from transactions, acquisitions and divestments and our ability to
achieve the financial and operational targets set in connection with any such
restructurings, investments, divestments and acquisitions, including any
expectations, plans or benefits related to or caused by the transaction where
Nokia sold substantially all of its Devices & Services business to Microsoft on
April 25, 2014; K) statements preceded by or including "believe", "expect","anticipate", "foresee", "sees", "target", "estimate", "designed", "aim","plans", "intends", "focus", "continue", "project", "should", "will" or similar
expressions. These statements are based on the 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 such differences include, but are not limited to: 1) our
ability to execute our strategies successfully and in a timely manner, and our
ability to successfully adjust our operations and operating models; 2) our
ability to sustain or improve the operational and financial performance of our
businesses and correctly identify business opportunities or successfully pursue
new business opportunities; 3) our ability to execute Nokia Networks' strategy
and effectively, profitably and timely adapt its business and operations to the
increasingly diverse needs of its customers and technological developments; 4)
our ability within our Nokia Networks business to effectively and profitably
invest in and timely introduce new competitive high-quality products, services,
upgrades and technologies; 5) our ability to invent new relevant technologies,
products and services, to develop and maintain our intellectual property
portfolio and to maintain the existing sources of intellectual property related
revenue and establish new such sources; 6) our ability to protect numerous
patented standardized or proprietary technologies from third-party infringement
or actions to invalidate the intellectual property rights (IPR) of these
technologies; 7) our ability within our HERE business to maintain current
sources of revenue, historically derived mainly from the automotive industry,
create new sources of revenue, for instance in the enterprise business,
successfully recognize and pursue growth opportunities and extend the reach of
our location services; 8) our dependence on the development of the mobile and
communications industry in numerous diverse markets, as well as on general
economic conditions globally and regionally; 9) Nokia Networks' dependence on a
limited number of customers and large, multi-year contracts; 10) our ability to
retain, motivate, develop and recruit appropriately skilled employees; 11) 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, which could result in allowances
related to deferred tax assets; 12) our ability to manage our manufacturing,
service creation and delivery, and logistics efficiently and without
interruption, especially if the limited number of suppliers we depend on fail to
deliver sufficient quantities of fully functional products and components or
deliver timely services; 13) any inefficiency, malfunction or disruption of a
system or network that our operations rely on or any impact of a possible
cybersecurity breach; 14) our ability to reach targeted results or improvements
by managing and improving our financial performance, cost savings and
competitiveness; 15) management of Nokia Networks' customer financing exposure;
16) the performance of the parties we partner and collaborate with, as well as
financial counterparties, and our ability to achieve successful collaboration or
partnering arrangements; 17) our ability to protect the technologies, which we
develop, license, use or intend to use, from claims that we have infringed third
parties' IPR, as well as impact of possible licensing costs, restriction on our
usage of certain technologies, and litigation related to IPR; 18) the impact of
regulatory, political or other developments, including those caused by the
impact of trade sanctions, natural disasters or disease outbreaks on our
operations and sales in those various countries or regions where we conduct
business; 19) 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; 20) effects of impairments or charges
to carrying values of assets, including goodwill, or liabilities; 21) our
ability to successfully implement planned transactions, such as acquisitions,
divestments, mergers or joint ventures, manage unexpected liabilities related
thereto and achieve the targeted benefits; 22) the impact of unfavorable outcome
of litigation, arbitration, contract related disputes or allegations of health
hazards associated with our business; 23) potential exposure to contingent
liabilities due to the sale of substantially all of our Devices & Services
business to Microsoft and possibility that the agreements we have entered into
with Microsoft may have terms that prove to be unfavorable for us, as well as
the risk factors specified on pages 12-35 of Nokia's annual report on Form 20-F
for the year ended December 31, 2013 under Item 3D. "Risk Factors." Other
unknown or unpredictable factors or underlying assumptions subsequently proven
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.

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


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