Nokia - Decisions of general meeting

Resolutions of Nokia Annual General Meeting 2014

Nokia Corporation
Stock Exchange Release
June 17, 2014 at 18:05 (CET +1)

Espoo, Finland -The Annual General Meeting of Nokia Corporation held on June
17, 2014 (“AGM”) made the following resolutions: 

Dividend

The AGM resolved to distribute an ordinary dividend of EUR 0.11 per share for
year 2013. In addition the AGM resolved to distribute a special dividend of EUR
0.26 per share. The ex-dividend date is June 18, 2014, the record date June 23,
2014 and the dividend will be paid on or about July 3, 2014. 

Board and Committee members elected

The AGM resolved to elect nine members to the Board of Directors. The following
members of the Nokia Board were re-elected for a term ending at the close of
the Annual General Meeting in 2015: Bruce Brown, Elizabeth Doherty, Jouko
Karvinen, Mårten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. 
Vivek Badrinath and Dennis Strigl were elected as new members of the Board for
the same term. The resumés of the elected Board members are available at
http://company.nokia.com/en/about-us/corporate-governance/board-of-directors/mee
t-the-board. 

In its assembly meeting, the Board of Directors elected Risto Siilasmaa as
Chairman of the Board, and Jouko Karvinen as Vice Chairman of the Board. 

The Board of Directors also elected the members of the Board Committees. Bruce
Brown was elected as Chairman and Kari Stadigh and Dennis Strigl as members of
the Personnel Committee. Jouko Karvinen was elected as Chairman and Vivek
Badrinath, Elizabeth Doherty and Elizabeth Nelson as members of the Audit
Committee. Jouko Karvinen was elected as Chairman and Bruce Brown ja 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 of Directors for the term ending at the Annual General Meeting in 2015:
EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and EUR 130 000
for each 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 own shares held by the Company, which shares shall be retained until the
end of the Board membership in line with the current 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 year of 2014. 

The AGM authorized the Board of Directors to resolve to repurchase a maximum of
370 million Nokia shares. The shares may be repurchased under the proposed
authorization 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
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 December 17, 2015 and terminated
the authorization for repurchasing of the Company's shares granted by the
Annual General Meeting on May 7, 2013. 

The AGM also resolved to authorize the Board of Directors to issue a maximum of
740 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 December 17, 2015 and terminated the
authorization for issuance of shares and special rights entitling to shares
resolved at the Annual General Meeting on May 7, 2013. 


FORWARD-LOOKING STATEMENTS

It should be noted that Nokia and its business 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 new strategy; B)
expectations, plans or benefits related to future performance of Nokia's
continuing businesses Networks, HERE and Technologies; C) expectations, plans
or benefits related to changes in leadership and operational structure; 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) the
timing of the deliveries of our products and services; G) expectations and
targets regarding our financial performance, cost savings and competitiveness
as well as results of operations; H) expectations and targets regarding
collaboration and partnering arrangements; I) the outcome of pending and
threatened litigation, 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
announced on September 3, 2013 where Nokia sold substantially all of Nokia's
Devices & Services business to Microsoft on April 25, 2014 ("Sale of the D&S
Business"); 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 new strategy successfully and in a timely manner, and
our ability to successfully adjust our operations; 2) our ability to sustain or
improve the operational and financial performance of our continuing businesses
and correctly identify business opportunities or successfully pursue new
business opportunities; 3) our ability to execute 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 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 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, establish a successful location-based platform
and extend our location-based services across devices and operating systems; 8)
effects of impairments or charges to carrying values of assets, including
goodwill, or liabilities; 9) 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; 10) our Networks business'
dependence on a limited number of customers and large, multi-year contracts;
11) our ability to retain, motivate, develop and recruit appropriately skilled
employees; 12) 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, could result in
allowances related to deferred tax assets; 13) 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; 14) potential exposure to contingent
liabilities due to the Sale of the D&S Business and possibility that the
agreements we have entered into with Microsoft may have terms that prove to be
unfavorable to us; 15) any inefficiency, malfunction or disruption of a system
or network that our operations rely on or any impact of a possible
cybersecurity breach; 16) our ability to reach targeted results or improvements
by managing and improving our financial performance, cost savings and
competitiveness; 17) management of Networks' customer financing exposure; 18)
the performance of the parties we partner and collaborate with, and our ability
to achieve successful collaboration or partnering arrangements; 19) our ability
to protect the technologies, which we develop, license, use or intend to use
from claims that we have infringed third parties' intellectual property rights,
as well as, impact of possible licensing costs, restriction on our usage of
certain technologies, and litigation related to intellectual property rights;
20) the impact of regulatory, political or other developments on our operations
and sales in those various countries or regions where we do business; 21)
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; 22) 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; 23) the impact of unfavorable outcome of litigation,
contract related disputes or allegations of health hazards associated with our
business, 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 Networks; location
intelligence, which we provide through HERE; and advanced technology
development and licensing, which we pursue through Technologies. Each of these
businesses is a leader in its respective field. http://company.nokia.com 

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