2008-05-08 17:30:00 CEST

2008-05-08 17:30:02 CEST


REGULATED INFORMATION

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Nokia - Decisions of general meeting

Dividend of EUR 0.53 per share;Board and Committee members elected;to buy back own shares;Nokia to issue shares held by the Company


Nokia Corporation
Stock exchange release
May 8, 2008 at 18.30 (CET+1)

Dividend of EUR 0.53 per share; Board and Committee members elected; Nokia to
buy back own shares; Nokia to issue shares held by the Company 

Helsinki, Finland -The Annual General Meeting of Nokia Corporation held on May
8, 2008 (AGM) resolved to distribute a dividend of EUR 0.53 per share for 2007.
The dividend ex-date is May 9, 2008 and the record date May 13, 2008. The
dividend will be paid on or around May 27, 2008. 

Board and Committee members elected
The AGM resolved to elect ten members to the Board. The following members of
the Nokia Board were re-elected for a term until the close of the Annual
General Meeting in 2009: Georg Ehrnrooth, Lalita D. Gupte, Dr. Bengt Holmström,
Dr. Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila, Dame
Marjorie Scardino and Keijo Suila. Risto Siilasmaa was elected as a new member
to the Nokia Board of Directors for the same term. 

In its assembly meeting the Board of Directors elected Jorma Ollila as Chairman
of the Board and Dame Marjorie Scardino as Vice Chair of the Board. 

The Board of Directors also elected the members of the Board Committees. Per
Karlsson was elected as Chairman and Henning Kagermann and Dame Marjorie
Scardino as members of the Personnel Committee. Georg Ehrnrooth was elected as
Chairman and Lalita D. Gupte, Risto Siilasmaa and Keijo Suila as members of the
Audit Committee. Dame Marjorie Scardino was elected as Chair and Georg
Ehrnrooth and Per Karlsson 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 2009: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chair 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
the past practice, that approximately 40 % of the remuneration will be paid in
Nokia shares purchased from the market. 

The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokia
for the fiscal period 2008. 

Nokia to buy back own shares 
The AGM authorized the Board of Directors to resolve to repurchase a maximum of
370 million Nokia shares. The authorization is effective until June 30, 2009. 

In line with the previously announced share repurchase plan, the Nokia Board of
Directors resolved to repurchase a maximum of 370 million Nokia shares under
the authorization given by the AGM, however, by using a maximum of EUR 4
billion for the repurchases, until March 31, 2009. 

The shares will be repurchased in public trading for purposes identified in the
authorization by the AGM at a price based on the market price of the Nokia
share. Repurchases may also be carried out by entering into derivative, share
lending or other arrangements, in which case the repurchase price paid by the
Company may differ from the market price of the execution date of the
arrangement. 

The repurchases may be commenced earliest on May 16, 2008.

Board's resolution to issue shares held by the Company  
The Nokia Board of Directors resolved to issue 4 190 000 Nokia shares held by
the Company as settlement under the Nokia Performance Share Plan 2004 to the
Plan participants. The settlement will be made in accordance with the Plan's
terms and conditions as the Company exceeded the predetermined financial
criteria for the performance period 2004 - 2007. The decision is based on the
authorization to issue shares granted by the Annual General Meeting on May 3,
2007. 


It should be noted that certain statements herein which are not historical
facts, including, without limitation, those regarding: A) the timing of
product, services and solution deliveries; B) our ability to develop, implement
and commercialize new products, services, solutions and technologies; C)
expectations regarding market growth, developments and structural changes; D)
expectations regarding our mobile device volume growth, market share, prices
and margins; E) expectations and targets for our results of operations; F) the
outcome of pending and threatened litigation; G) expectations regarding the
successful completion of contemplated acquisitions on a timely basis and our
ability to achieve the set targets upon the completion of such acquisitions;
and H) statements preceded by “believe,” “expect,” “anticipate,” “foresee,”
“target,” “estimate,” “designed,” “plans,” “will” or similar expressions are
forward-looking statements. 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) competitiveness of our
product, service and solutions portfolio; 2) the extent of the growth of the
mobile communications industry and general economic conditions globally; 3) the
growth and profitability of the new market segments that we target and our
ability to successfully develop or acquire and market products, services and
solutions in those segments; 4) our ability to successfully manage costs; 5)
the intensity of competition in the mobile communications industry and our
ability to maintain or improve our market position or respond successfully to
changes in the competitive landscape; 6) the impact of changes in technology
and our ability to develop or otherwise acquire complex technologies as
required by the market, with full rights needed to use; 7) timely and
successful commercialization of complex technologies as new advanced products,
services and solutions; 8) our ability to protect the complex 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, services and solution offerings; 9) our ability to protect
numerous Nokia and Nokia Siemens Networks patented, standardized or proprietary
technologies from third-party infringement or actions to invalidate the
intellectual property rights of these technologies; 10) Nokia Siemens Networks'
ability to achieve the expected benefits and synergies from its formation to
the extent and within the time period anticipated and to successfully integrate
its operations, personnel and supporting activities; 11) whether, as a result
of investigations into alleged violations of law by some current or former
employees of Siemens AG (“Siemens”), government authorities or others take
further actions against Siemens and/or its employees that may involve and
affect the carrier-related assets and employees transferred by Siemens to Nokia
Siemens Networks, or there may be undetected additional violations that may
have occurred prior to the transfer, or ongoing violations that may have
occurred after the transfer, of such assets and employees that could result in
additional actions by government authorities; 12) any impairment of Nokia
Siemens Networks customer relationships resulting from the ongoing government
investigations involving the Siemens carrier-related operations transferred to
Nokia Siemens Networks; 13) occurrence of any actual or even alleged defects or
other quality issues in our products, services and solutions; 14) our ability
to manage efficiently our manufacturing and logistics, as well as to ensure the
quality, safety, security and timely delivery of our products, services and
solutions; 15) inventory management risks resulting from shifts in market
demand; 16) our ability to source sufficient amounts of fully functional
components and sub-assemblies without interruption and at acceptable prices;
17) any disruption to information technology systems and networks that our
operations rely on; 18) developments under large, multi-year contracts or in
relation to major customers; 19) economic or political turmoil in emerging
market countries where we do business; 20) our success in collaboration
arrangements relating to development of technologies or new products, services
and solutions; 21) the success, financial condition and performance of our
collaboration partners, suppliers and customers; 22) exchange rate
fluctuations, including, in particular, fluctuations between the euro, which is
our reporting currency, and the US dollar, the Chinese yuan, the UK pound
sterling and the Japanese yen, as well as certain other currencies; 23) the
management of our customer financing exposure; 24) allegations of possible
health risks from electromagnetic fields generated by base stations and mobile
devices and lawsuits related to them, regardless of merit; 25) unfavorable
outcome of litigations; 26) our ability to recruit, retain and develop
appropriately skilled employees; 27) the impact of changes in government
policies, laws or regulations; and 28) our ability to effectively and smoothly
implement our new organizational structure; as well as the risk factors
specified on pages 10-25 of Nokia's annual report on Form 20-F for the year
ended December 31, 2007 under “Item 3.D 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 update
publicly 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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