Nokia - Decisions of general meeting

Resolutions of the Nokia Annual General Meeting 2015

Nokia Corporation
Stock Exchange Release
May 5, 2015 at 20:40 (CET +1)


Resolutions of the Nokia Annual General Meeting 2015

Espoo, Finland -The Annual General Meeting ("AGM") of Nokia Corporation was held
on May 5, 2015 and adopted the following resolutions:

Dividend
The AGM resolved to distribute a dividend of EUR 0.14 per share for the year
2014. The ex-dividend date on Nasdaq Helsinki is May 6, 2015, the record date
May 7, 2015 and the dividend will be paid on or about May 21, 2015.

Members of the Board of Directors and Board's Committees elected
The AGM resolved to elect eight members to the Board of Directors of Nokia
("Board"). The following members of the Board were re-elected for a term ending
at the close of the Annual General Meeting in 2016: Vivek Badrinath, Bruce
Brown, Elizabeth Doherty, Jouko Karvinen, Elizabeth Nelson, Risto Siilasmaa and
Kari Stadigh. Simon Jiang was elected as new member of the Board for the same
term. The résumés of the elected Board members are available at
http://company.nokia.com/en/about-us/corporate-governance/board-of-
directors/meet-the-board.

In an assembly meeting that took place after the AGM, the Board elected Risto
Siilasmaa as Chairman of the Board, and Jouko Karvinen as Vice Chairman of the
Board.

The Board also elected the members of the Board's Committees. Jouko Karvinen was
elected as Chairman and Vivek Badrinath, Elizabeth Doherty and Elizabeth Nelson
as members of the Audit Committee. Bruce Brown was elected as Chairman and Simon
Jiang and Kari Stadigh as members of the Personnel Committee. Risto Siilasmaa
was elected as Chairman and Bruce Brown, Jouko Karvinen and Kari Stadigh 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 for the term ending at the Annual General Meeting in 2016: EUR 440 000 for
the Chairman of the Board, EUR 150 000 for the Vice Chairman of the Board and
EUR 130 000 for each Board member. 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
company's Corporate Governance Guidelines, that approximately 40% of the
remuneration will be paid in Nokia shares purchased from the market, or
alternatively by using treasury shares held by the Company. These shares the
Board members shall retain until the end of the Board membership in line with
the current Nokia policy (excluding the 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 2015.

The AGM authorized the Board to resolve to repurchase a maximum of 365 million
Nokia shares. The shares may be repurchased under the proposed authorization in
order to optimize the capital structure of the Company, 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 authorization is
effective until November 5, 2016 and it terminated the corresponding repurchase
authorization granted by the Annual General Meeting on June 17, 2014.

The AGM also resolved to authorize the Board to issue a maximum of 730 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 November 5, 2016 and
it terminated the corresponding authorization granted by the Annual General
Meeting on June 17, 2014.



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) the outcome, transaction timeline and closing of the proposed combination of
Nokia and Alcatel-Lucent pursuant to a memorandum of understanding ("MoU") as
announced on April 15, 2015 ("Proposed transaction") and the ability of Nokia to
integrate Alcatel-Lucent into Nokia operations ("Combined company") and achieve
the targeted benefits; B) satisfaction of conditions precedent including closing
conditions related to the Proposed transaction in a timely manner, or at all,
including obtaining required regulatory approvals, the confirmation and approval
of our shareholders for the Proposed transaction and successfully completing
tenders for the Alcatel-Lucent shares; C) expectations, plans or benefits
related to Nokia's strategies, including the review of strategic options for our
HERE business; D) expectations, plans or benefits related to future performance
of Nokia's businesses Nokia Networks, HERE and Nokia Technologies; E)
expectations, plans or benefits related to changes in our management and other
leadership, operational structure and operating model, including the expected
characteristics, business and operations of the Combined company; F)
expectations regarding market developments, general economic conditions and
structural changes; G) expectations and targets regarding performance, including
those related to market share, prices, net sales and margins; H) timing of the
deliveries of our products and services; I) expectations and targets regarding
our financial performance, operating expenses, taxes, cost savings and
competitiveness, as well as results of operations, including synergies related
to the Proposed transaction, the target annual run rate of cost synergies for
the Combined company and expected financial results of the Combined company; J)
expectations and targets regarding collaboration and partnering arrangements,
including the expected customer reach of the Combined company; K) outcome of
pending and threatened litigation, arbitration, disputes, regulatory proceedings
or investigations by authorities; L) 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; and M) 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. We
describe the risks and uncertainties that affect the Nokia Group or are relevant
to all Nokia businesses at the beginning of this section and provide towards the
end information on additional risks that are primarily related to the individual
Nokia businesses: Nokia Networks, HERE and Nokia Technologies. Factors,
including risks and uncertainties that could cause such differences include, but
are not limited to: 1) the inability to close the Proposed transaction in a
timely manner, or at all, for instance due to the inability or delays in
obtaining the shareholder approval or necessary regulatory approvals for the
Proposed transaction, or the occurrence of any event, change or other
circumstance that could give rise to the termination of the MoU and successfully
completing tenders for the Alcatel-Lucent shares; 2) the inability to achieve
the targeted business and operational benefits from the Proposed transaction or
disruption caused by the Proposed transaction, including inability to integrate
Alcatel-Lucent into Nokia operations and any negative effect from the
implementation of the Proposed combination or the announcement of the Proposed
transaction for instance due to the loss of customers, loss of key executives or
employees or reduced focus on day to day operations and business; 3) our ability
to identify market trends and business opportunities to select and execute
strategies successfully and in a timely manner, and our ability to successfully
adjust our operations and operating models; 4) our ability to sustain or improve
the operational and financial performance of our businesses and correctly
identify or successfully pursue new business opportunities; 5) our dependence on
general economic and market conditions, including the capacity for growth in
internet and technology usage; 6) our exposure to regulatory, political or other
developments in various countries or regions; 7) 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; 8) our
ability to protect our intellectual property rights and defend against third-
party infringements and claims that we have infringed third parties'
intellectual property rights, as well as increased licensing costs and
restrictions on our ability to use certain technologies; 9) the potential
complex tax issues, tax disputes and tax 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 reduce our ability to
utilize deferred tax assets; 10) our ability to retain, motivate, develop and
recruit appropriately skilled employees, for instance due to possible disruption
caused by the Proposed transaction; 11) the performance of the parties we
partner and collaborate with, as well as that of our financial counterparties,
and our ability to achieve successful collaboration or partnering arrangements,
including any disruption from the Proposed transaction in obtaining or
maintaining the contractual relationships; 12) 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; 13) the impact of unfavorable outcome of litigation, arbitration,
contract-related disputes or allegations of health hazards associated with our
businesses; 14) any inefficiency, malfunction or disruption of a system or
network that our operations rely on or any impact of a possible cybersecurity
breach; 15) our ability to achieve targeted benefits from or successfully
implement planned transactions, such as acquisitions, divestments, mergers or
joint ventures, and manage unexpected liabilities related thereto; 16) our
ability to manage our operating expenses and reach targeted results through
efforts aimed at improving our financial performance, for instance through cost
savings and other efforts aimed at increased competitiveness 17) our ability to
optimize our capital structure as planned and re-establish our investment grade
credit rating; 18) Nokia Networks' ability to execute its strategy or to
effectively and profitably adapt its business and operations in a timely manner
to the increasingly diverse needs of its customers in the mobile broadband
infrastructure and related services market or to such technological
developments; 19) Nokia Networks' ability to effectively and profitably invest
in new competitive high-quality products, services, upgrades and technologies
and bring them to market in a timely manner; 20) Nokia Networks' dependence on a
limited number of customers and large multi-year agreements and adverse effects
as a result of further operator consolidation; 21) Nokia Networks' ability to
manage our manufacturing, service creation and delivery, as well as our
logistics efficiently and without interruption; 22) Nokia Networks' dependence
on a limited number of suppliers, who may fail to deliver sufficient quantities
of fully functional products and components or deliver timely services meeting
our customers' needs; 23) adverse developments with respect to customer
financing or extended payment terms Nokia Networks provides to customers; 24)
adverse developments resulting from or in connection to the review of strategic
options for our HERE business, including those related to a potential divestment
of the HERE business; 25) the intense competition HERE faces and its ability to
effectively and profitably invest in new competitive high-quality services and
data and bring these to market in a timely manner or adjust its operations
efficiently; 26) HERE's dependence on the overall automotive market developments
and customer business conditions; 27) HERE's dependence, especially with respect
to sales to the automotive industry, on a limited number of customers and large
multi-year agreements; 28) Nokia Technologies' ability to maintain its existing
sources of intellectual property related revenue or establish new sources; 29)
Nokia Technologies' dependence on a limited number of key licensees that
contribute proportionally significant patent licensing income, including the
outcome of the binding arbitration with Samsung expected in 2015; 30) Nokia
Technologies' dependence on adequate regulatory protection for patented or other
propriety technologies; and 31) Nokia Technologies' ability to execute its plans
through business areas such as technology licensing, licensing the Nokia brand
and other business ventures including technology innovation and incubation; 32)
and the impact on the Combined company (after giving effect to the Proposed
transaction) of any of the foregoing risks or forward-looking statements, as
well as the risk factors specified on pages 74 to 89 of Nokia's latest annual
report on Form 20-F under "Operating and Financial Review and Prospects-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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