Nokia - Notice to general meeting

Notice of the Annual General Meeting of Nokia Corporation

Nokia Corporation
Stock exchange release
January 30, 2013 at 13.00 (CET +1)

Notice is given to the shareholders of Nokia Corporation (the "Company") of the
Annual General Meeting to be held on Tuesday, May 7, 2013 at 2:00 p.m. at
Helsinki Exhibition & Convention Centre, Amfi Hall, Messuaukio 1, Helsinki,
Finland. The reception of persons who have registered for the Meeting will
commence at 12:30 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, the review by the Board of Directors
and the Auditor's report for the year 2012 
- 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 that no dividend be paid for
the fiscal year 2012. 

9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO 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 annual fee payable to the Board members elected
at the same meeting for a term ending at the Annual General Meeting in 2014
remain at the same level as it has been for the past five years: 

EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130
000 for each member, excluding the President and CEO if re-elected to the
Board. In addition, the Committee proposes that the Chairman of the Audit
Committee and the 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 director's Board membership in line with
the Nokia policy (except for the 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
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 for a term ending at the Annual General
Meeting in 2014: Bruce Brown, Stephen Elop, Henning Kagermann, Jouko Karvinen,
Helge Lund, Mårten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh.
In addition, the Committee proposes that Elizabeth Doherty, the Chief Financial
Officer of Reckitt Benckiser Group plc until March 15, 2013, be elected as a
new member of the Board for the same term. 

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
based on 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 2013. 

15. 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 370 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) in marketplaces by repurchasing the shares in another proportion than that
of the current shareholders. 

It is proposed that the authorization be effective until June 30, 2014 and
terminate the corresponding authorization granted by the Annual General Meeting
on May 3, 2012. 

16. 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 authorize the Board to
resolve to issue in total a maximum of 740 million shares 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 during
the effective period of the authorization. The Board may issue either new
shares or shares held by the Company. 

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 includes 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, 2016 and
terminate the corresponding authorization granted by the Annual General Meeting
on May 6, 2010. 

17. 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 2012” publication,
which includes the Company's Annual Accounts, the review by the Board of
Directors and the auditor's report, is available on the above-mentioned website
in week 13. The proposals of the Board of Directors and the Annual Accounts
will also be 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 on April 24, 2013 is registered in the Register of
Shareholders of the Company, has the right to participate in the Annual General
Meeting. A shareholder, whose shares are registered on his/her Finnish
book-entry account, is automatically registered in the Register of Shareholders
of the Company. A shareholder, who wishes to participate in the Annual General
Meeting, may register for the Meeting by giving a prior notice of participation
no later than on April 29, 2013 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;
b) by telephone to +358 20 770 6870 from Monday to Friday at 09:00 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 is required to 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. 

2. Advance voting service
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 January 30, 2013 to 4:00 p.m on April 29, 2013. (Finnish time).
Unless a shareholder voting in advance will be present in person or by proxy in
the Meeting, he/she may not be able to use his/her right under the Finnish
Companies Act to request information or a vote in the meeting and if decision
proposals regarding certain agenda item have changed after the beginning of the
advance voting period, his/her possibility to vote on such item may be
restricted. 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 proxy. 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 the necessary instructions regarding registration in the
Register of Shareholders of the Company, 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 Annual General Meeting, to be entered
in the temporary Register of Shareholder of the Company at the latest on May 2,
2013 at 4:00 p.m. (Finnish time). 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 of the Annual General Meeting, January 24, 2013, the
total number of shares in Nokia Corporation and votes represented by such
shares is 3 744 956 052. 

Doors of the meeting venue will open at 12:30 p.m. The participants are kindly
invited to the coffee reception before the meeting. The Meeting will be
conducted primarily in Finnish, and simultaneous translation will be available
into Swedish and English, and as necessary, into Finnish. 

Pursuant to Chapter 5, Section 25 of the Finnish Companies 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. 



Espoo, January 24, 2013



BOARD OF DIRECTORS



About Nokia
Nokia is a global leader in mobile communications whose products have become an
integral part of the lives of people around the world. Every day, more than 1.3
billion people use their Nokia to capture and share experiences, access
information, find their way or simply to speak to one another. Nokia's
technological and design innovations have made its brand one of the most
recognized in the world. For more information, visit
http://www.nokia.com/about-nokia. 



Media and Investor Contacts:

Nokia
Communications
Tel. +358 7180 34900
Email: press.services@nokia.com

Investor Relations Europe
Tel. +358 7180 34927

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Tel. +1 914 368 0555

www.nokia.com