Nokia - Decisions of general meeting

Resolutions of Nokia Annual General Meeting 2011

Dividend of EUR 0.40 per share; Board and Committee members elected

Nokia Corporation
Stock Exchange Release
May 3, 2011 at 20:00 (CET +1)

Espoo, Finland -The Annual General Meeting of Nokia Corporation held on May 3,
2011 (the AGM) resolved to distribute a dividend of EUR 0.40 per share for
2010. The dividend ex-date is May 4, 2011 and the record date May 6, 2011. The
dividend will be paid on or around May 20, 2011. 

Board and Committee members elected
The AGM resolved to elect eleven members to the Board of Directors. The
following members of the Nokia Board were re-elected for a term until the close
of the Annual General Meeting in 2012: Prof. Dr. Bengt Holmström, Prof. Dr.
Henning Kagermann, Per Karlsson, Isabel Marey-Semper, Jorma Ollila, Dame
Marjorie Scardino and Risto Siilasmaa. Stephen Elop, Jouko Karvinen, Helge Lund
and Kari Stadigh were elected as new members of the Board for the same term.
The resumés of the elected Board members are available at
www.nokia.com/about-nokia/corporate-governance/board-of-directors. 

In its assembly meeting, the Board of Directors elected Jorma Ollila as
Chairman of the Board, and Dame Marjorie Scardino 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 Per Karlsson, Helge Lund,
Marjorie Scardino and Kari Stadigh as members of the Personnel Committee. Risto
Siilasmaa was elected as Chairman and Jouko Karvinen and Isabel Marey-Semper as
members of the Audit Committee. Marjorie Scardino was elected as Chairman and
Henning Kagermann and Risto Siilasmaa 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 until the close of the Annual General Meeting
in 2012: 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 pursuant to 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 period of 2011. 

The AGM authorized the Board of Directors to resolve to repurchase a maximum of
360 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, 2012. The Board has no current plans for repurchases during 2011. 

As part of the Nokia 2011 Equity Program announced in January 2011, the AGM
also resolved that selected personnel of Nokia Group will be granted a maximum
of 35 million stock options until the end of 2013. The stock options will
entitle the recipients to subscribe in the aggregate for a maximum of 35
million Nokia shares over the life of the Stock Option Plan. The stock options
will have a term of approximately six years and they will vest three or four
years after their grant. The 2011 Stock Option Plan succeeds the previous 2007
Stock Option Plan which has not been available for further grants after 2010. 

About Nokia
Nokia is committed to connecting people to what matters to them by combining
advanced mobile technology with personalized services. More than 1.3 billion
people connect to one another with a Nokia, from our most affordable
voice-optimized mobile phones to advanced Internet-connected smartphones sold
in virtually every market in the world. Through Ovi (www.ovi.com), people also
enjoy access to maps and navigation on mobile, a rapidly expanding applications
store, a growing catalog of digital music, free email and more. Nokia's NAVTEQ
is a leader in comprehensive digital mapping and navigation services, and Nokia
Siemens Networks is one of the leading providers of telecommunications
infrastructure hardware, software and professional services globally. 

FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not historical
facts are forward-looking statements, including, without limitation, those
regarding: A) the expected plans and benefits of our strategic partnership with
Microsoft to combine complementary assets and expertise to form a global mobile
ecosystem and to adopt Windows Phone as our primary smartphone platform; B) the
timing and expected benefits of our new strategy, 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 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;
J) expectations regarding the successful completion of acquisitions or
restructurings on a timely basis and our ability to achieve the financial and
operational targets set in connection with any such acquisition or
restructuring; and K) statements preceded by "believe,""expect,""anticipate,""foresee,""target,""estimate,""designed,""plans,""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 that could cause these differences
include, but are not limited to: 1) our ability to succeed in creating a
competitive smartphone platform for high-quality differentiated winning
smartphones or in creating new sources of revenue through our partnership with
Microsoft; 2) the expected timing of the planned transition to Windows Phone as
our primary smartphone platform and the introduction of mobile products based
on that platform; 3) our ability to maintain the viability of our current
Symbian smartphone platform during the transition to Windows Phone as our
primary smartphone platform; 4) our ability to realize a return on our
investment in MeeGo and next generation devices, platforms and user
experiences; 5) our ability to build a competitive and profitable global
ecosystem of sufficient scale, attractiveness and value to all participants and
to bring winning smartphones to the market in a timely manner; 6) our ability
to produce mobile phones in a timely and cost efficient manner with
differentiated hardware, localized services and applications; 7) our ability to
increase our speed of innovation, product development and execution to bring
new competitive smartphones and mobile phones to the market in a timely manner;
8) our ability to retain, motivate, develop and recruit appropriately skilled
employees; 9) our ability to implement our strategies, particularly our new
mobile product strategy; 10) 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; 11)
our ability to maintain and leverage our traditional strengths in the mobile
product market if we are unable to retain the loyalty of our mobile operator
and distributor customers and consumers as a result of the implementation of
our new strategy or other factors; 12) our success in collaboration and
partnering arrangements with third parties, including Microsoft; 13) the
success, financial condition and performance of our suppliers, collaboration
partners and customers; 14) our ability to source sufficient quantities of
fully functional quality components, subassemblies and software on a timely
basis without interruption and on favorable terms, including the disruption of
production and/or deliveries from any of our suppliers as a result of adverse
conditions in the geographic areas where they are located; 15) our ability to
manage efficiently our manufacturing, service creation, delivery and logistics
without interruption; 16) our ability to ensure the timely delivery of
sufficient volumes of products that meet our and our customers' and consumers'
requirements and manage our inventory and timely adapt our supply to meet
changing demands for our products; 17) any actual or even alleged defects or
other quality, safety and security issues in our products; 18) any actual or
alleged loss, improper disclosure or leakage of any personal or consumer data
collected or made available to us or stored in or through our products; 19) our
ability to successfully manage costs, including our ability to achieve targeted
costs reductions and to effectively and timely execute related restructuring
measures, including personnel reductions; 20) our ability to effectively and
smoothly implement the new operational structure for our devices and services
business effective April 1, 2011; 21) the development of the mobile and fixed
communications industry and general economic conditions globally and
regionally; 22) exchange rate fluctuations, including, in particular,
fluctuations 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; 23) our ability to protect the technologies, which we or others
develop or that 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 products and services; 24) our
ability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented,
standardized or proprietary technologies from third-party infringement or
actions to invalidate the intellectual property rights of these technologies;
25) the impact of changes in government policies, trade policies, laws or
regulations and economic or political turmoil in countries where our assets are
located and we do business; 26) any disruption to information technology
systems and networks that our operations rely on; 27) unfavorable outcome of
litigations; 28) allegations of possible health risks from electromagnetic
fields generated by base stations and mobile products and lawsuits related to
them, regardless of merit; 29) our ability to achieve targeted costs reductions
and increase profitability in Nokia Siemens Networks and to effectively and
timely execute related restructuring measures; 30) Nokia Siemens Networks'
ability to maintain or improve its market position or respond successfully to
changes in the competitive environment; 31) Nokia Siemens Networks' liquidity
and its ability to meet its working capital requirements; 32) whether Nokia
Siemens Networks is able to successfully integrate the acquired assets of
Motorola Solutions 's networks business, retain existing customers of the
acquired business, cross-sell Nokia Siemens Networks' products and services to
customers of the acquired business and otherwise realize the expected synergies
and benefits of the acquisition; 33) Nokia Siemens Networks' ability to timely
introduce new products, services, upgrades and technologies; 34) Nokia Siemens
Networks' success in the telecommunications infrastructure services market and
Nokia Siemens Networks' ability to effectively and profitably adapt its
business and operations in a timely manner to the increasingly diverse service
needs of its customers; 35) developments under large, multi-year contracts or
in relation to major customers in the networks infrastructure and related
services business; 36) the management of our customer financing exposure,
particularly in the networks infrastructure and related services business; 37)
whether ongoing or any additional governmental investigations into alleged
violations of law by some former employees of Siemens AG may involve and affect
the carrier-related assets and employees transferred by Siemens AG 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 12-39 of
Nokia's annual report Form 20-F for the year ended December 31, 2010 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. 

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