Nokia - Company Announcement

Nokia Board of Directors convenes Annual General Meeting 2015, dividend of EUR 0.14 per share proposed for 2014

Nokia Corporation
Stock Exchange Release
January 29, 2015 at 8.30 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors (the "Board")
has resolved to convene the Annual General Meeting on May 5, 2015 and that the
Board and its Committees submit the following proposals to the Annual General
Meeting:

· Proposal to pay a dividend of EUR 0.14 per share;
· Proposals on the Board composition and remuneration;
· Proposal to authorize the Board to repurchase shares;
· Proposal to authorize the Board to issue shares;
· Proposals on the re-election of the external auditor and the auditor's
remuneration.

Proposal on the payment of dividend
The Board proposes to the Annual General Meeting that a dividend of EUR 0.14 per
share be paid for the fiscal year 2014. The ex-dividend date would be May
6, 2015, the record date May 7, 2015 and the dividend payment date on or about
May 21, 2015.

Proposals on the Board composition and remuneration
Mårten Mickos and Dennis Strigl have informed that they will no longer be
available for re-election to the Nokia Board of Directors after the Annual
General Meeting.

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the number of Board members be eight (8) and that the
following current Nokia Board members be re-elected as members of the Nokia
Board of Directors for a term ending at the Annual General Meeting in 2016:
Vivek Badrinath, Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Elizabeth
Nelson, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee proposes that Dr. Simon Jiang, who is the founder and
Chairman of CyberCity International Limited (CCI) and some CCI subsidiaries, and
currently an independent director in certain other companies, be elected as a
member of the Nokia Board of Directors for the same term.

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

In the assembly meeting of the new Board of Directors taking place after the
Annual General Meeting on May 5, 2015, the Corporate Governance and Nomination
Committee will propose that Risto Siilasmaa be elected Chairman of the Board and
Jouko Karvinen Vice Chairman 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 Annual General Meeting on May 5, 2015 for a term ending at the Annual
General Meeting in 2016, remains at the same level as during the past seven
years: 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; EUR 25 000 for the
Chairman of the Audit Committee as well as the Chairman of the Personnel
Committee as an additional annual fee; and EUR 10 000 for each member of the
Audit Committee as an additional annual fee. Further, the Corporate Governance
and Nomination Committee proposes that, in line with Nokia's Corporate
Governance Guidelines, approximately 40 per cent of the remuneration be paid in
Nokia shares purchased from the market, or alternatively by using treasury
shares held by the company. The shares shall be retained until the end of the
Board membership in line with current Nokia policy (excluding shares needed to
offset any costs relating to the acquisition of the shares, including taxes).

Proposal to authorize the Board to repurchase shares
The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 365 million Nokia shares. The proposed amount
represents less than 10 per cent of the total number of Nokia shares, also after
the cancellation of 66 903 682 treasury shares held by the company, as announced
today. 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 shares may be
repurchased in deviation of the shareholders' pre-emptive rights in the open
market, in privately negotiated transactions, through the use of derivative
instruments, or alternatively, through a tender offer made to all shareholders
on equal terms.

The authorization would be effective until November 5, 2016 and terminate the
current authorization granted by the Annual General Meeting on June 17, 2014.

In line with the capital structure optimization program announced in 2014, the
Board of Directors plans to repurchase Nokia shares under a share repurchase
program, using up to EUR 800 million by the end of the second quarter 2016,
subject to being granted authorization from the Annual General Meeting, and to
commence repurchases based on the proposed authorization as soon as possible
after 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 730 million shares through issuance of shares or
special rights entitling to shares in one or more issues. The Board proposes
that it may issue either new shares or treasury 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. 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 5, 2016 and terminate the
current authorization granted by the Annual General Meeting on June 17, 2014.

Proposals on re-election of the external auditor and the auditor's remuneration
In addition, 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 are scheduled to be published
on Nokia's website at company.nokia.com/agm on or about February 3, 2015.

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) expectations, plans or benefits related to Nokia's strategies; B)
expectations, plans or benefits related to future performance of Nokia's
businesses Nokia Networks, HERE and Nokia Technologies; C) expectations, plans
or benefits related to changes in our management and other leadership,
operational structure and operating model; 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) timing of the deliveries of our
products and services; G) expectations and targets regarding our financial
performance, operating expenses, taxes, cost savings and competitiveness, as
well as results of operations; H) expectations and targets regarding
collaboration and partnering arrangements; 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, 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; 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 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. Factors, including risks and uncertainties
that could cause such differences include, but are not limited to: 1) our
ability to execute our strategies successfully and in a timely manner, and our
ability to successfully adjust our operations and operating models; 2) our
ability to sustain or improve the operational and financial performance of our
businesses and correctly identify business opportunities or successfully pursue
new business opportunities; 3) our ability to execute Nokia 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 Nokia 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 (IPR) 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, for instance in the enterprise business,
successfully recognize and pursue growth opportunities and extend the reach of
our location services; 8) 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; 9) Nokia Networks' dependence on a
limited number of customers and large, multi-year contracts; 10) our ability to
retain, motivate, develop and recruit appropriately skilled employees; 11) 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, which could result in allowances
related to deferred tax assets; 12) 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; 13) any inefficiency, malfunction or disruption of a
system or network that our operations rely on or any impact of a possible
cybersecurity breach; 14) our ability to reach targeted results or improvements
by managing and improving our financial performance, cost savings and
competitiveness; 15) management of Nokia Networks' customer financing exposure;
16) the performance of the parties we partner and collaborate with, as well as
financial counterparties, and our ability to achieve successful collaboration or
partnering arrangements; 17) our ability to protect the technologies, which we
develop, license, use or intend to use, from claims that we have infringed third
parties' IPR, as well as impact of possible licensing costs, restriction on our
usage of certain technologies, and litigation related to IPR; 18) the impact of
regulatory, political or other developments, including those caused by the
impact of trade sanctions, natural disasters or disease outbreaks on our
operations and sales in those various countries or regions where we conduct
business; 19) 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; 20) effects of impairments or charges
to carrying values of assets, including goodwill, or liabilities; 21) 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; 22) the impact of unfavorable outcome
of litigation, arbitration, contract related disputes or allegations of health
hazards associated with our business; 23) potential exposure to contingent
liabilities due to the sale of substantially all of our Devices & Services
business to Microsoft and possibility that the agreements we have entered into
with Microsoft may have terms that prove to be unfavorable for us, 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 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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