Nokia - Company Announcement

Nokia Board of Directors convenes Annual General Meeting 2009

Nokia Corporation                                                               
Stock Exchange Release                                                          
January 22, 2009 at 13.15 (CET+1)                                          

Nokia Board of Directors convenes Annual General Meeting 2009                   

Corporate Governance and Nomination Committee's proposals for Board composition 
and remuneration                                                                

Espoo, Finland - Nokia announced today that Nokia Board of Directors has        
resolved to convene the Annual General Meeting on April 23, 2009 and that the   
Board and its Committees will submit the below proposals to the Annual General  
Meeting.                                                                        
- Proposal to pay a dividend of EUR 0.40 per share                              
- Isabel Marey-Semper, CFO, EVP responsible for Strategy at PSA Peugeot Citroën,
proposed as new member of the Board                                             
- Board remuneration proposed to stay the same as in 2008                       
- Proposal to authorize the Board to repurchase shares to maintain flexibility  
but with no current plans to repurchase shares in 2009                          
- External auditor proposed to be re-elected                                    

Proposal to pay a dividend             

Nokia's Board of Directors will propose to the Annual General Meeting on April  
23, 2009 that a dividend of EUR 0.40 per share be paid from the fiscal year     
2008. The dividend ex-date would be April 24, 2009, the record date April 28,   
2009 and the pay date on or about May 13, 2009. The actual dividend pay date    
outside Finland will be determined by the practices of the intermediary banks   
transferring the dividend payments.                                             

Proposals on Board composition and remuneration                                 

The Board's Corporate Governance and Nomination Committee will propose to the   
Annual General Meeting on April 23, 2009 that the number of Board members be    
eleven and that all current Board members be re-elected as members of the Nokia 
Board of Directors for a term until the close of the Annual General Meeting in  
2010: Georg Ehrnrooth, Lalita D. Gupte, Bengt Holmström, Henning Kagermann,     
Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila, Marjorie Scardino, Risto      
Siilasmaa and Keijo Suila.                                                      

In addition, the Committee will propose that Isabel Marey-Semper be elected as a
new member of the Nokia Board for the same term, ie as from the Annual General  
Meeting in 2009 until the close of the Annual General Meeting in 2010. Ms.      
Marey-Semper is Chief Financial Officer, EVP responsible for Strategy at PSA    
Peugeot Citroën. With PhD in neuro-pharmacology and MBA as educational          
background, she has a diverse working experience, including Chief Operating     
Officer of the Intellectual Property and Licensing Business Unit of Thomson and 
Vice President, Corporate Planning at Saint-Gobain.                             

As to the Board remuneration, the Corporate Governance and Nomination Committee 
will propose that the annual fee payable to the Board members elected at the    
Annual General Meeting on April 23, 2009 for the term until the close of the    
Annual General Meeting in 2010 be unchanged from 2008 and be as follows: EUR 440
000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for    
each member; for the Chairman of the Audit Committee and the Chairman of the    
Personnel Committee an additional annual fee of EUR 25 000; and for each member 
of the Audit Committee an additional annual fee of EUR 10 000. Further, the     
Corporate Governance and Nomination Committee will propose that approximately   
40% of the remuneration be paid in Nokia Corporation shares purchased from the  
market.                                                                         

Other proposals to the Annual General Meeting 2009                              

The Board of Directors will propose that the Annual General Meeting authorized  
the Board to resolve to repurchase a maximum of 360 million Nokia shares. The   
proposed maximum number of shares corresponds to less than 10 per cent of all   
the shares of the Company. The shares may be repurchased in order to develop the
capital structure of the Company. In addition, the shares may be repurchased in 
order to finance or carry out acquisitions or other arrangements, to settle the 
Company's equity-based incentive plans, to be transferred for other purposes, or
to be cancelled. The shares may be repurchased either through a tender offer    
made to all shareholders on equal terms, or through public trading from the     
market. The authorization is proposed to be effective until June 30, 2010 and it
is proposed to terminate the corresponding authorization resolved by the Annual 
General Meeting on May 8, 2008.                                                 

The repurchase authorization is proposed to maintain flexibility, but the Board 
has no current plans for repurchases during 2009. The Board intends to cancel a 
majority of the shares held by the Company prior to the Annual General Meeting  
2009.                                                                      

The Board's Audit Committee will propose to the Annual General Meeting on April 
23, 2009 that PricewaterhouseCoopers Oy be re-elected as the Company's auditor, 
and that the auditor be reimbursed according to the invoice, and in compliance  
with the purchase policy approved by the Audit Committee.                       

The complete proposals by the Board and its Committees to the Annual General    
Meeting on April 23, 2009 will be available on Nokia's website at               
www.nokia.com/agm. The proposals will be included in the notice to the Annual   
General Meeting which will be published later.                                  

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) the deteriorating global  
economic conditions and the related financial crisis and their impacts on us,   
our customers, suppliers, and collaborative partners; 2) competitiveness of our 
product, service and solutions portfolio; 3) the extent of the growth of the    
mobile communications industry; 4) 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; 5) our   
ability to successfully manage costs; 6) 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; 7) 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; 
8) timely and successful commercialization of complex technologies as new       
advanced products, services and solutions; 9) 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; 10) 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; 11) 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; 12) 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; 13) 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; 14) occurrence of any actual or even alleged defects or other quality 
issues in our products, services and solutions; 15) 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;   
16) inventory management risks resulting from shifts in market demand; 17) our  
ability to source sufficient amounts of fully functional components and         
sub-assemblies without interruption and at acceptable prices; 18) any disruption
to information technology systems and networks that our operations rely on; 19) 
developments under large, multi-year contracts or in relation to major          
customers; 20) economic or political turmoil in emerging market countries where 
we do business; 21) our success in collaboration arrangements relating to       
development of technologies or new products, services and solutions; 22) the    
success, financial condition and performance of our collaboration partners,     
suppliers and customers; 23) 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; 24) the management of our customer financing  
exposure; 25) allegations of possible health risks from electromagnetic fields  
generated by base stations and mobile devices and lawsuits related to them,     
regardless of merit; 26) unfavorable outcome of litigations; 27) our ability to 
recruit, retain and develop appropriately skilled employees; 28) the impact of  
changes in government policies, laws or regulations; and 29) 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. 

Media and Investor Contacts:                                                    

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

Investor Relations Europe                                                       
Tel. +358 7180 34289                                                            

Investor Relations US                                                           
Tel. +1 914 368 0555                                                            

www.nokia.com