Nokia - Company Announcement

Nokia Board of Directors convenes Annual General Meeting 2016

Nokia Corporation
Stock Exchange Release
April 21, 2016 at 13.05 (CET +1)

Nokia Board of Directors convenes Annual General Meeting 2016

Espoo, Finland - Nokia announced today that its Board of Directors (the "Board")
has resolved to convene the Annual General Meeting on June 16, 2016 and that the
Board and its committees submit the following proposals to the Annual General
Meeting:

  * Proposal to pay an ordinary dividend of EUR 0.16 per share for 2015 and a
    special dividend of EUR 0.10 per share;
  * Proposal on the Board composition;
  * Proposal to increase the Board remuneration;
  * Proposal to authorize the Board to repurchase company's shares;
  * Proposal to authorize the Board to issue shares; and
  * Proposals on the re-election of the auditor and the auditor's remuneration.
Proposal on the payment of dividend

As announced earlier, the Board proposes to the Annual General Meeting that an
ordinary dividend of EUR 0.16 per share be paid for the financial year 2015. In
addition the Board proposes that in line with the capital structure optimization
program announced on October 29, 2015 a special dividend of EUR 0.10 per share
be paid. The ex-dividend date would be at New York Stock Exchange on June
16, 2016 and at Nasdaq Helsinki and Euronext Paris on June 17, 2016. The
dividend record date would be on June 20, 2016 and the aggregate dividend is
expected be paid on or about July 5, 2016.

Proposal on the Board composition

Jouko Karvinen and Simon Jiang have informed that they will no longer be
available for re-election to the Board 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 nine (9) and that the
following current Board members be re-elected as members of the Nokia Board of
Directors for a term ending at the close of the Annual General Meeting 2017:
Vivek Badrinath, Bruce Brown, Louis R. Hughes, Jean C. Monty, Elizabeth Nelson,
Olivier Piou, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee proposes that Carla Smits-Nusteling, who is former
Chief Financial Officer of KPN and a non-executive director and investor, be
elected as a new member to the Nokia Board of Directors for the same term.

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

The Corporate Governance and Nomination Committee will further propose at the
assembly meeting of the new Board taking place after the Annual General Meeting
on June 16, 2016 that Risto Siilasmaa be elected as the Chair of the Board and
Olivier Piou as the Vice Chair of the Board, subject to their election to the
Board of Directors.

Proposal to increase the Board remuneration

In determining the proposed Board remuneration, the objective of the Board's
Corporate Governance and Nomination Committee is for Nokia to be able to compete
for the top-of-the-class Board competence in order to maximize the value
creation for the shareholders. Therefore, it is the practice of the Committee to
review and compare the total remuneration levels and their criteria paid in
other global companies with net sales, geographical coverage and complexity of
business comparable to that of Nokia's. Following the completion of the
combination with Alcatel Lucent, Nokia's presence in North America has increased
significantly, which emphasizes the need to ensure that the company can recruit
best-in-class directors from the region. Based on director compensation
statistics, Nokia's current Board remuneration is not competitive against the
levels paid by companies based in North America. The remuneration increase
proposed below is not meant to raise the Board remuneration to North American
levels, but rather, it is meant to partially bridge the gap between the current
remuneration level and the North American level.

The Committee proposes to the Annual General Meeting that the annual fee payable
to the Board members elected at the Annual General Meeting be increased to the
following levels: EUR 185 000 for the Vice Chair of the Board, EUR 160 000 for
each Board member, EUR 30 000 for the Chair of the Audit Committee and the Chair
of the Personnel Committee as an additional annual fee and EUR 15 000 for each
member of the Audit Committee as an additional annual fee. No increase is
proposed to the annual fee of the Chair of the Board. In addition, the Committee
proposes that a meeting fee be paid to all other members except the Chair of the
Board, based on travel required between the Board member's home location and the
location of a Board or Committee meeting. The meeting fee would be paid for a
maximum of seven meetings per term and be paid as follows: EUR 5 000 per meeting
requiring intercontinental travel and EUR 2 000 per meeting requiring
continental travel. Combined, the annual fee and the meeting fee would partially
bridge the competitive gap between Nokia's Board remuneration and comparable
North American remuneration levels.

Further, the Committee proposes that in line with Nokia's Corporate Governance
Guidelines approximately 40 per cent of the annual fee be paid in Nokia shares
either purchased from the market or alternatively by using treasury shares held
by the company. The directors shall retain until the end of their directorship
such number of shares that corresponds to the number of shares they have
received as Board remuneration during their first three years of service in the
Board (the net amount received after deducting those shares needed to offset any
costs relating to the acquisition of the shares, including taxes). The proposed
meeting fee would be paid in cash.

Proposal to authorize the Board to repurchase company's shares

The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 575 million Nokia shares. The proposed amount
represents less than 10 per cent of the total number of Nokia shares. The shares
may be repurchased 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 such marketplaces which allow companies to trade in their own shares, or
alternatively, through a tender offer made to all shareholders on equal terms.

The authorization would be effective until December 16, 2017 and terminate the
authorization granted by the Annual General Meeting on May 5, 2015.

In line with the capital structure optimization program announced in 2015, the
Board plans to repurchase the shares under a two-year, EUR 1.5 billion share
repurchase program, subject to being granted authorization by 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 1 150 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 the authorization to be used to develop the company's capital
structure, diversify the shareholder base, finance or carry out acquisitions or
other arrangements, to 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 December 16, 2017 and terminate the
authorization granted by the Annual General Meeting on May 5, 2015. The proposed
authorization would not terminate the authorization granted to the Board by the
Extraordinary General Meeting on December 2, 2015.

Proposals on re-election of the auditor and the auditor's remuneration

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 will be available on Nokia's
website at www.nokia.com/agm.

About Nokia
Nokia  is a global  leader in the  technologies that connect  people and things.
Powered by the innovation of Bell Labs and Nokia Technologies, the company is at
the  forefront of creating and licensing  the technologies that are increasingly
at the heart of our connected lives.

With  state-of-the-art software, hardware and services  for any type of network,
Nokia   is   uniquely   positioned  to  help  communication  service  providers,
governments,  and large enterprises deliver on  the promise of 5G, the Cloud and
the Internet of Things. www.nokia.com

Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com

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 our strategies and growth
management; B) expectations, plans, remuneration or benefits related to changes
in our management, Board of Directors and other leadership, operational
structure and operating model, including the expected characteristics, business,
organizational structure, management and operations following the acquisition of
Alcatel Lucent; C) expectations and targets regarding financial performance,
results, dividend payments and payment dates, operating expenses, taxes, cost
savings and competitiveness, as well as results of operations including targeted
synergies and those related to market share, prices, net sales, income and
margins; D) expectations regarding restructurings, investments, uses of proceeds
from transactions, the issuance or repurchases of shares, acquisitions and
divestments and our ability to achieve the financial and operational targets set
in connection with any such restructurings, investments, divestments and
acquisitions; and E) 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 strategy, sustain or improve the operational and
financial performance of our business or correctly identify or successfully
pursue business opportunities or growth; 2) our ability to optimize our capital
structure as planned and re-establish our investment grade credit rating or
otherwise improve our credit ratings; 3) uncertainty related to the amount and
timing of dividends and equity return we are able to distribute to shareholders
for each financial period, including the proposed ordinary dividend of EUR 0.16
per share for the fiscal year 2015 and the special dividend of EUR 0.10 per
share; 4) our ability to manage and improve our financial and operating
performance, cost savings, competitiveness and synergy benefits after the
acquisition of Alcatel Lucent, as well as the risk factors specified on pages
69 to 87 of our annual report on Form 20-F filed on April 1, 2016 under
"Operating and financial review and prospects-Risk factors", as well as in
Nokia's other filings with the U.S. Securities and Exchange Commission. 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. We do 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.




[HUG#2005448]