Nokia - Other information disclosed according to the rules of the Exchange

Nokia Board of Directors convenes the Annual General Meeting 2017

Nokia Corporation
Stock Exchange Release
March 30, 2017 at 8:15 (CET +1)

Nokia Board of Directors convenes the Annual General Meeting 2017

Espoo, Finland - Nokia announced today that its Board of Directors (the "Board")
has resolved to convene the Annual General Meeting on May 23, 2017 and that the
Board and its committees submit the following proposals to the Annual General
Meeting:

  * Proposal to pay a dividend of EUR 0.17 per share for 2016;
  * Proposals on the Board composition and remuneration;
  * Proposal to authorize the Board to repurchase the company's shares;
  * Proposal to authorize the Board to issue shares; and
  * Proposals on the re-election of the auditor and the auditor's remuneration.
Proposal on the payment of dividend

As announced earlier, the Board proposes to the Annual General Meeting that a
dividend of EUR 0.17 per share be paid for the financial year 2016. The ex-
dividend date would be on May 23, 2017 at New York Stock Exchange and on May
24, 2017 at Nasdaq Helsinki and Euronext Paris. The dividend record date would
be on May 26, 2017 and the dividend is expected be paid on or about June
9, 2017. The actual dividend pay date outside Finland will be determined by the
practices of the intermediary banks transferring the dividend payments.

Proposal on the Board composition and remuneration

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the number of Board members be ten (10) and that the
following current Board members be re-elected as members of the Nokia Board of
Directors for a term ending at the close of the Annual General Meeting 2018:
Bruce Brown, Louis R. Hughes, Jean C. Monty, Elizabeth Nelson, Olivier Piou,
Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh.

In addition, the Committee proposes that Jeanette Horan, who is a former
executive of IBM and Edward Kozel, who is an independent consultant and an
investor, be elected as new members of the Board of Directors for the same term.

Additional information on the Board candidates will be available in the
Committee proposal which will be published simultaneously with the notice to the
Annual General Meeting.

The Corporate Governance and Nomination Committee will further propose at the
assembly meeting of the new Board taking place after the Annual General Meeting
on May 23, 2017 that Risto Siilasmaa be elected as the Chair of the Board and
Olivier Piou as the Vice Chair of the Board, subject to their election to the
Board of Directors.

With regard to the Board remuneration, the Corporate Governance and Nomination
Committee proposes that the annual fee payable to the Board members elected at
the same meeting for a term ending at the Annual General Meeting in 2018 remains
on the following levels: EUR 440 000 for the Chair of the Board, EUR 185 000 for
the Vice Chair of the Board and EUR 160 000 for each Board member, EUR 30 000
for the Chair of the Audit Committee and the Chair of the Personnel Committee as
an additional annual fee and EUR 15 000 for each member of the Audit Committee
as an additional annual fee. In addition, the Committee proposes that a meeting
fee be paid to all other members except the Chair of the Board, based on travel
required between the Board member's home location and the location of a Board or
committee meeting. The meeting fee would be paid for a maximum of seven meetings
per term and be paid as follows: EUR 5 000 per meeting requiring
intercontinental travel and EUR 2 000 per meeting requiring continental travel.

Further, the Committee proposes that in line with Nokia's Corporate Governance
Guidelines approximately 40 per cent of the annual fee be paid in Nokia shares
either purchased from the market or alternatively by using treasury shares held
by the company. The directors shall retain until the end of their directorship
such number of shares that corresponds to the number of shares they have
received as Board remuneration during their first three years of service in the
Board (the net amount received after deducting those shares needed to offset any
costs relating to the acquisition of the shares, including taxes). The proposed
meeting fee would be paid in cash.

Proposal to authorize the Board to repurchase company's shares

The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 560 million Nokia shares by using funds in
the unrestricted equity. The proposed amount represents less than 10 per cent of
the total number of Nokia shares. 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 meet obligations arising from
debt financial instruments that are exchangeable into equity instruments, to
settle equity-based incentive plans for employees of Nokia or of its associated
companies, or to be transferred for other purposes such as financing or carrying
out acquisitions. The shares may be repurchased either through a tender offer
made to all the shareholders on equal terms or in another proportion than that
of the shares held by current shareholders (directed repurchase).

The authorization would be effective until November 23, 2018 and terminate the
authorization granted by the Annual General Meeting on June 16, 2016.

In line with the earlier announced capital structure optimization program, the
Board resolved in November 2016 to commence a share repurchase program of up to
EUR 1 billion under the authorization granted by the Annual General Meeting in
2016. The share repurchase program is intended to be continued subject to the
repurchase authorization being granted by the Annual General Meeting.

Proposal to authorize the Board to issue shares

The Board also proposes that the Annual General Meeting authorize the Board to
resolve to issue a maximum of 560 million shares through issuance of shares or
special rights entitling to shares in one or more issues. The proposed amount
represents less than 10 per cent of the total number of Nokia shares. The Board
proposes that it may issue either new shares or treasury shares held by the
company. In addition, the Board proposes the authorization to be used to develop
the company's capital structure, diversify the shareholder base, finance or
carry out acquisitions or other arrangements, to settle the company's equity-
based incentive plans or for other purposes resolved by the Board. The proposed
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 in deviation from shareholders' pre-emptive rights.

The authorization would be effective until November 23, 2018 and terminate the
authorization granted by the Annual General Meeting on June 16, 2016. The
proposed authorization would not terminate the authorization granted to the
Board by the Extraordinary General Meeting on December 2, 2015.

Proposals on re-election of the auditor and the auditor's remuneration

The Board's Audit Committee proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy be re-elected as the company's auditor, and that the
auditor be reimbursed based on the invoice and in compliance with the purchase
policy approved by the Audit Committee.

The notice to the Annual General Meeting and the complete proposals by the Board
and its committees to the Annual General Meeting will be available on Nokia's
website at www.nokia.com/agm on or about April 4, 2017.

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) our ability to integrate Alcatel Lucent into our operations and achieve the
targeted business plans and benefits, including targeted synergies in relation
to the Acquisition of Alcatel Lucent; B) expectations, plans or benefits related
to our strategies and growth management; C) expectations, plans or benefits
related to future performance of our businesses; D) expectations, plans or
benefits related to changes in organizational and operational structure; E)
expectations regarding market developments, general economic conditions and
structural changes; F) expectations and targets regarding financial performance,
results, operating expenses, taxes, currency exchange rates, hedging, cost
savings and competitiveness, as well as results of operations including targeted
synergies and those related to market share, prices, net sales, income and
margins; G) timing of the deliveries of our products and services; H)
expectations and targets regarding collaboration and partnering arrangements,
joint ventures or the  creation of joint ventures, as well as our expected
customer reach; 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; and 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 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
these differences include, but are not limited to: 1) our ability to execute our
strategy, sustain or improve the operational and financial performance of our
business and correctly identify and successfully pursue business opportunities
or growth; 2) our ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the Acquisition of Alcatel Lucent, and our ability
to implement our organizational and operational structure efficiently; 3)
general economic and market conditions and other developments in the economies
where we operate; 4) competition and our ability to effectively and profitably
compete and invest in new competitive high-quality products, services, upgrades
and technologies and bring them to market in a timely manner; 5) our dependence
on the development of the industries in which we operate, including the
cyclicality and variability of the information technology and telecommunications
industries; 6) our global business and exposure to regulatory, political or
other developments in various countries or regions, including emerging markets
and the associated risks in relation to tax matters and exchange controls, among
others; 7) our ability to manage and improve our financial and operating
performance, cost savings, competitiveness and synergies after the Acquisition
of Alcatel Lucent; 8) our dependence on a limited number of customers and large
multi-year agreements; 9) exchange rate fluctuations, as well as hedging
activities; 10) Nokia Technologies' ability to protect its PR and to maintain
and establish new sources of patent licensing income and IPR-related revenues,
particularly in the smartphone market; 11) our dependence on IPR technologies,
including those that we have developed and those that are licensed to us, and
the risk of associated IPR-related legal claims, licensing costs and
restrictions on use; 12) our exposure to direct and indirect regulation,
including economic or trade policies, and the reliability of our governance,
internal controls and compliance processes to prevent regulatory penalties in
our business or in our joint ventures; 13) our ability to identify and remediate
material weaknesses in our internal control over financial reporting; 14) our
reliance on third-party solutions for data storage and service distribution,
which expose us to risks relating to security, regulation and cybersecurity
breaches; 15) inefficiencies, breaches, malfunctions or disruptions of
information technology systems; 16) Nokia Technologies' ability to generate net
sales and profitability through licensing of the Nokia brand, particularly in
digital media and digital health, and the development and sales of products and
services, as well as other business ventures which may not materialize as
planned; 17) our exposure to various legislative frameworks and jurisdictions
that regulate fraud and enforce economic trade sanctions and policies, and the
possibility of proceedings or investigations that result in fines, penalties or
sanctions; 18) adverse developments with respect to customer financing or
extended payment terms we provide to customers; 19) the potential complex tax
issues, tax disputes and tax obligations we may face in various jurisdictions,
including the risk of obligations to pay additional taxes; 20) our actual or
anticipated performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 21) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 22) disruptions to our manufacturing,
service creation, delivery, logistics and supply chain processes, and the risks
related to our geographically-concentrated production sites; 23) the impact of
litigation, arbitration, agreement-related disputes or product liability
allegations associated with our business; 24) our ability to optimize our
capital structure as planned and re-establish our investment grade credit rating
or otherwise improve our credit ratings, as well as amounts and terms related to
share repurchases or share issuances; 25) our ability to achieve targeted
benefits from or successfully implement planned transactions, as well as the
liabilities related thereto; 26) our involvement in joint ventures and jointly-
managed companies; 27) the carrying amount of our goodwill may not be
recoverable; 28) uncertainty related to the amount of dividends and equity
return we are able to distribute to shareholders for each financial period; 29)
pension costs, employee fund-related costs, and healthcare costs; and 30) risks
related to undersea infrastructure, as well as in Nokia's other filings with the
U.S. Securities and Exchange Commission. 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. We do
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 is a global leader innovating the technologies at the heart of our
connected world. Powered by the research and innovation of Nokia Bell Labs, we
serve communications service providers, governments, large enterprises and
consumers, with the industry's most complete, end-to-end portfolio of products,
services and licensing.

From the enabling infrastructure for 5G and the Internet of Things, to emerging
applications in virtual reality and digital health, we are shaping the future of
technology to transform the human experience. www.nokia.com

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


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