Nokia - Decisions of general meeting

Resolutions of Nokia Annual General Meeting 2012

Dividend of EUR 0.20 per share; Board and Committee members elected

Nokia Corporation
Stock Exchange Release
May 3, 2012 at 21:05 (CET +1)

Espoo, Finland -The Annual General Meeting of Nokia Corporation held on May 3,
2012 (AGM) resolved to distribute a dividend of EUR 0.20 per share for 2011.
The dividend ex-date is May 4, 2012 and the record date May 8, 2012. The
dividend will be paid on or around May 23, 2012. 

Board and Committee members elected
The AGM resolved to elect eleven members to the Board of Directors. The
following members of the Nokia Board were re-elected for a term until the close
of the Annual General Meeting in 2013: Stephen Elop, Henning Kagermann, Jouko
Karvinen, Helge Lund, Isabel Marey-Semper, Dame Marjorie Scardino, Risto
Siilasmaa and Kari Stadigh. Bruce Brown, Mårten Mickos and Elizabeth Nelson
were elected as new members of the Board for the same term. The resumés of the
elected Board members are available at
http://www.nokia.com/global/about-nokia/company/governance/board/meet-the-board/
. 

In its assembly meeting, the Board of Directors elected Risto Siilasmaa as
Chairman of the Board, and Dame Marjorie Scardino as Vice Chairman of the
Board. 

The Board of Directors also elected the members of the Board Committees.
Henning Kagermann was elected as Chairman and Bruce Brown, Helge Lund, Dame
Marjorie Scardino and Kari Stadigh as members of the Personnel Committee. Jouko
Karvinen was elected as Chairman and Isabel Marey-Semper and Elizabeth Nelson
as members of the Audit Committee. Risto Siilasmaa was elected as Chairman and
Henning Kagermann, Jouko Karvinen and Dame Marjorie Scardino 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 2013: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and
EUR 130 000 for each member. Stephen Elop, President and CEO of Nokia, will not
receive any remuneration pursuant to his membership in the Board of Directors.
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,
which shares shall be retained until the end of the board membership in line
with the 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 period of 2012. 

The AGM authorized the Board of Directors to resolve to repurchase a maximum of
360 million Nokia shares. 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 authorization is effective until June
30, 2013. The Board has no current plans for repurchases during 2012. 

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 

FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein that are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) the expected plans and benefits of our partnership with Microsoft to bring
together complementary assets and expertise to form a global mobile ecosystem
for smartphones; B) the timing and expected benefits of our new strategies,
including expected operational and financial benefits and targets as well as
changes in leadership and operational structure; C) the timing of the
deliveries of our products and services; D) our ability to innovate, develop,
execute and commercialize new technologies, products and services; E)
expectations regarding market developments and structural changes; F)
expectations and targets regarding our industry volumes, market share, prices,
net sales and margins of our products and services; G expectations and targets
regarding our operational priorities and results of operations; H) expectations
and targets regarding collaboration and partnering arrangements; I) the outcome
of pending and threatened litigation; J) expectations regarding the successful
completion of acquisitions or restructurings on a timely basis and our ability
to achieve the financial and operational targets set in connection with any
such acquisition or restructuring; and K) statements preceded by "believe,""expect,""anticipate,""foresee,""target,""estimate,""designed,""aim","plans,""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 that
could cause these differences include, but are not limited to: 1) our success
in the smartphone market, including our ability to introduce and bring to
market quantities of attractive, competitively priced Nokia products with
Windows Phone that are positively differentiated from our competitors'
products, both outside and within the Windows Phone ecosystem; 2) our ability
to make Nokia products with Windows Phone a competitive choice for consumers,
and together with Microsoft, our success in encouraging and supporting a
competitive and profitable global ecosystem for Windows Phone smartphones that
achieves sufficient scale, value and attractiveness to all market participants;
3) the difficulties we experience in having a competitive offering of Symbian
devices and maintaining the economic viability of the Symbian smartphone
platform during the transition to Windows Phone as our primary smartphone
platform; 4) our ability to realize a return on our investment in next
generation devices, platforms and user experiences; 5) our ability to produce
attractive and competitive feature phones, including devices with more
smartphone-like features, in a timely and cost efficient manner with
differentiated hardware, software, localized services and applications; 6) the
intensity of competition in the various markets where we do business and our
ability to maintain or improve our market position or respond successfully to
changes in the competitive environment; 7) our ability to retain, motivate,
develop and recruit appropriately skilled employees; 8) our ability to
effectively and smoothly implement the new operational structure for our
businesses, achieve targeted efficiencies and reductions in operating expenses;
9) the success of our Location & Commerce strategy, including our ability to
maintain current sources of revenue, provide support for our Devices & Services
business and create new sources of revenue from our location-based services and
commerce assets; 10) our success in collaboration and partnering arrangements
with third parties, including Microsoft; 11) our ability to increase our speed
of innovation, product development and execution to bring new innovative and
competitive mobile products and location-based or other services to the market
in a timely manner; 12) our dependence on the development of the mobile and
communications industry, including location-based and other services
industries, in numerous diverse markets, as well as on general economic
conditions globally and regionally; 13) 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; 14) our ability to maintain and leverage our traditional
strengths in the mobile product market if we are unable to retain the loyalty
of our mobile operator and distributor customers and consumers as a result of
the implementation of our strategies or other factors; 15) the success,
financial condition and performance of our suppliers, collaboration partners
and customers; 16) our ability to manage efficiently our manufacturing and
logistics, as well as to ensure the quality, safety, security and timely
delivery of our products and services; 17) our ability to source sufficient
amounts of fully functional quality components, sub-assemblies, software and
services on a timely basis without interruption and on favorable terms; 18) our
ability to manage our inventory and timely adapt our supply to meet changing
demands for our products; 19) any actual or even alleged defects or other
quality, safety and security issues in our product; 20) the impact of a
cybersecurity breach or other factors leading to any actual or alleged loss,
improper disclosure or leakage of any personal or consumer data collected by us
or our partners or subcontractors, made available to us or stored in or through
our products; 21) our ability to successfully manage the pricing of our
products and costs related to our products and operations; 22) exchange rate
fluctuations, including, in particular, fluctuations 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; 23) our ability to protect the
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 and services; 24) the impact of economic, political, regulatory or
other developments on our sales, manufacturing facilities and assets located in
emerging market countries; 25) the impact of changes in government policies,
trade policies, laws or regulations where our assets are located and where we
do business; 26) the potential complex tax issues and obligations we may incur
to pay additional taxes in the various jurisdictions in which we do business;
27) any disruption to information technology systems and networks that our
operations rely on; 28) unfavorable outcome of litigations;  29) allegations of
possible health risks from electromagnetic fields generated by base stations
and mobile products and lawsuits related to them, regardless of merit; 30)
Nokia Siemens Networks ability to implement its new strategy and restructuring
plan effectively and in a timely manner to improve its overall competitiveness
and profitability; 31) Nokia Siemens Networks' success in the
telecommunications infrastructure services market and Nokia Siemens Networks'
ability to effectively and profitably adapt its business and operations in a
timely manner to the increasingly diverse service needs of its customers; 32)
Nokia Siemens Networks' ability to maintain or improve its market position or
respond successfully to changes in the competitive environment; 33) Nokia
Siemens Networks' liquidity and its ability to meet its working capital
requirements; 34) Nokia Siemens Networks' ability to timely introduce new
competitive products, services, upgrades and technologies; 35) Nokia Siemens
Networks' ability to execute successfully its strategy for the acquired
Motorola Solutions wireless network infrastructure assets; 36) developments
under large, multi-year contracts or in relation to major customers in the
networks infrastructure and related services business; 37) the management of
our customer financing exposure, particularly in the networks infrastructure
and related services business; 38) whether ongoing or any additional
governmental investigations into alleged violations of law by some former
employees of Siemens may involve and affect the carrier-related assets and
employees transferred by Siemens to Nokia Siemens Networks; and 39) any
impairment of Nokia Siemens Networks customer relationships resulting from
ongoing or any additional governmental investigations involving the Siemens
carrier-related operations transferred to Nokia Siemens Networks, as well as
the risk factors specified on pages 13-47 of Nokia's annual report Form 20-F
for the year ended December 31, 2011 under Item 3D. "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
publicly update 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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