Nokia - Company Announcement

Nokia Board of Directors approves the Nokia Equity Program 2013 and introduces a new Employee Share Purchase Plan as part of the Program

Nokia Corporation
Stock Exchange Release
January 24, 2013 at 13.30 (CET +1)

Espoo, Finland - Nokia announced today that Nokia's Board of Directors has
approved the Nokia Equity Program 2013. In addition to the equity instruments
used in previous years, the Board of Directors approved the launch of a new
Employee Share Purchase Plan. The Nokia Equity Program 2013 includes the
following equity instruments: 

- A new Employee Share Purchase Plan for Nokia employees in selected
jurisdictions, entitling the eligible employees to contribute a part of their
salary to purchase Nokia shares. After a designated holding period Nokia will
offer the employees one matching share for each two purchased shares; 

- Performance Shares, which are dependent on the achievement of two independent
financial performance criteria; 

- Restricted Shares, which are dependent on continued employment during a
three-year restriction period and are used together with Performance Shares;
and 

- Stock Options, which are used on a more limited basis at the executive level.

The purpose of the Nokia Equity Program 2013
The Nokia Equity Program 2013 is designed to support the participants' focus
and alignment with the company's strategy and targets. Nokia's use of the
performance-based plan in conjunction with the restricted share plan as the
main long-term incentive vehicles is planned to effectively contribute to the
long-term value creation and sustainability of the company and to align the
interests of the employees with those of the shareholders. It is also designed
to ensure that the overall equity-based compensation is based on performance,
while also ensuring the recruitment and retention of talent vital to the future
success of Nokia. 

The new Employee Share Purchase Plan
Under the Employee Share Purchase Plan, the eligible Nokia employees can elect
to make monthly contributions from their salary to purchase Nokia shares.
Participation in the plan is voluntary for the employees. 

The annual limit which the participant can contribute to the plan will be
between a minimum of EUR 60 and a maximum of the lower of (1) EUR 1 200 and (2)
10% of a participant's annual gross base salary. Generally, the share purchases
will be made at market value on pre-determined dates on a monthly basis during
a 12-month period. Nokia will offer one matching share for every two purchased
shares the participant still holds after the last monthly purchase has been
made in June 2014. The total maximum amount of employee contributions during
the plan cycle commencing in 2013 will be approximately EUR 22 million, which
equals approximately 6.3 million Nokia shares using the January 23, 2013
closing share price of EUR 3.49. Based on the matching ratio of one matching
share for every two purchased shares, the number of matching shares would be
3.15 million. In addition, to encourage participation in the plan, Nokia will
offer 20 free shares for every participant making the first three consecutive
monthly share purchases in the first year. 

The Employee Share Purchase Plan is planned to be offered to Nokia employees
(excluding Nokia Siemens Networks' employees) in 27 countries for the plan
cycle commencing in 2013. The first savings period is intended to start in June
2013 and the first monthly purchases are planned to be made in July 2013. Any
future offers of the plan after the first plan cycle in 2013-2014 must be
approved by the Board. 

Performance Shares and Restricted Shares
Under the Performance Share Plan 2013, Nokia shares will be delivered provided
that the financial performance reaches at least one of the required threshold
levels measured by two independent performance criteria. The performance
criteria are average annual net sales and average annual earnings per share for
the performance period. The threshold and maximum levels for the Performance
Share Plan 2013 are scheduled to be determined and disclosed during the first
quarter of 2013. No Performance Shares will be granted under the plan prior to
that. The plan has a two-year performance period (2013-2014) and a subsequent
one-year restriction period. Accordingly, the amount of shares based on the
financial performance during the two-year performance period will vest after
2015. The grant of Performance Shares in 2013 may result in an aggregate
maximum payout of 32 million Nokia shares, should the maximum level for both
performance criteria be met. 

The Restricted Share Plan 2013 has a three-year restriction period. The grant
of Restricted Shares in 2013 may result in an aggregate maximum payout of 16
million Nokia shares. 

Stock Options
As part of the Nokia Equity Program 2013, stock options will be granted under
the Nokia Stock Option Plan 2011 approved by the Annual General Meeting 2011.
Stock options can be granted under the Stock Option Plan 2011 until the end of
2013 and they have a vesting period of 50% of stock options vesting three years
after grant and the remaining 50% vesting four years from grant. The exercise
price of the stock options is determined at the time of grant, on quarterly
basis, in accordance with a pre-agreed schedule after the release of Nokia's
periodic financial results. The planned maximum number of stock options to be
granted during 2013 is approximately 11 million. The stock options to be
granted in 2013 will expire on December 27, 2019. 

Employees covered by the Equity Program 2013
Following last year's practice, the primary equity instruments for the
executive employees are performance shares and stock options. For directors
below the executive level, the primary equity instruments are performance
shares and restricted shares. Below the director level, performance shares and
restricted shares are used on a selective basis to ensure retention and
recruitment of functional mastery and other employees deemed critical to
Nokia's future success. 

Approximately 38 500 employees in 27 countries are planned to be offered the
possibility to participate in the Employee Share Purchase Plan for the plan
cycle commencing in 2013, provided that there are no local regulatory or
administrative restraints for the offer. Approximately 3 500 employees are
expected to participate in the Nokia Performance Share Plan, Restricted Share
Plan and Stock Option Plan in 2013. 

Dilution effect
As of December 31, 2012, the total maximum dilution effect of Nokia's equity
program currently outstanding, assuming that the performance shares would be
delivered at maximum level, is approximately 2.5%. The potential maximum effect
of the Nokia Equity Program 2013 would be approximately another 1.7%, again
assuming the delivery at maximum level for performance shares, and the delivery
of matching shares against the maximum amount of contributions of approximately
EUR 22 million and the delivery of 20 free shares to the participants under the
Employee Share Purchase Plan. The calculation for the Employee Share Purchase
Plan is based on the January 23, 2013 Nokia closing share price of EUR 3.49. 

Settlements under various Nokia equity plans
The performance period for the Performance Share Plan 2010 ended on December
31, 2012, and as the threshold performance criteria of EPS and average annual
net sales growth were not met, there will be no settlement to the participants
under the plan. To fulfill the Company's obligations under other, considerably
more limited equity incentive plans, Nokia's Board of Directors has resolved to
issue a total amount of 1 616 000 Nokia shares (NOK1V) held by the Company
without consideration to settle its commitment to approximately 300
participants, employees of the Nokia Group. 

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 Nokia and its business is 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)
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 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 and regulatory proceedings; J)
expectations regarding the successful completion of  restructurings,
investments, acquisitions and divestments on a timely basis and our ability to
achieve the financial and operational targets set in connection with any such
restructurings, investments, acquisitions and divestments; and K) statements
preceded by "believe,""expect,""anticipate,""foresee,""target,""estimate,""designed,""aim", "plans,""intends,""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, including risks and uncertainties, 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 that operate on
the  Windows Phone operating system that are positively differentiated from our
competitors' products, both outside and within the Windows Phone ecosystem; 2)
our ability to make Nokia products that operate on the Windows Phone operating
system a competitive choice for consumers, and together with Microsoft, our
success in encouraging and supporting a competitive and profitable global
ecosystem for Windows Phone products that achieves sufficient scale, value and
attractiveness to all market participants; 3) reduced demand for, and net sales
of, Nokia Lumia products that operate on the Windows Phone 7 operating system
as a result of increasing availability of Nokia Lumia products with the new
Windows Phone 8 operating system; 4) the expected continuing decline of sales
of Symbian devices and the significantly diminishing viability of the Symbian
smartphone platform; 5) our ability to produce attractive and competitive
devices in our Mobile Phones business unit including feature phones and devices
with more smartphone-like features such as full touch devices, in a timely and
cost efficient manner with differentiated hardware, software, localized
services and applications; 6) our ability to effectively and timely implement
planned changes to our operational structure, including the planned
restructuring measures, and to successfully complete the planned investments,
acquisitions and divestments in order to improve our operating model and
achieve targeted efficiencies and reductions in operating expenses as well as
our ability to accurately estimate the related restructuring charges and
restructuring related cash outflows;  7) our future sales performance, among
other factors, may require us to recognize allowances related to excess
component inventory, future purchase commitments and inventory write-offs  in
our Devices & Services business;  8) our ability to realize a return on our
investment in next generation devices, platforms and user experiences; 9) 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; 10) our ability to retain, motivate,
develop and recruit appropriately skilled employees; 11) the success of our
Location & Commerce strategy, including our ability to establish a successful
location-based platform, extend our location-based  services across devices and
operating systems, provide support for our Devices & Services business and
create new sources of revenue from our location-based services and commerce
assets; 12) our actual performance in the short-term and long-term could be
materially different from our forecasts, which could impact future estimates of
recoverable value of our reporting units and may result in impairment charges;
13) our success in collaboration and partnering arrangements with third
parties, including Microsoft; 14) 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; 15) 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; 16) 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
and our ability to maintain the existing sources of intellectual property
related income or establish new such sources; 17) 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; 18) the success, financial condition and performance of our suppliers,
collaboration partners and customers; 19) 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; 20) 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, particularly as we ramp our new Lumia smartphone devices; 21) our
ability to manage our inventory and timely adapt our supply to meet changing
demands for our products, particularly as we ramp our new Lumia smartphone
devices; 22) any actual or even alleged defects or other quality, safety and
security issues in our products; 23) 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; 24)
our ability to successfully manage the pricing of our products and costs
related to our products and operations; 25) 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; 26) 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; 27) the impact of economic, political, regulatory or other
developments on our sales, manufacturing facilities and assets located in
emerging market countries; 28) the impact of changes in government policies,
trade policies, laws or regulations where our assets are located and where we
do business; 29) the potential complex tax issues and obligations we may incur
to pay additional taxes in the various jurisdictions in which we do business
and our actual or anticipated performance, among other factors, could result in
allowances related to deferred tax assets, 30) any disruption to information
technology systems and networks that our operations rely on, which may be for
instance caused by our inability to successfully and smoothly implement our
plans to streamline our IT organization including the transfer of some
activities and employees to strategic partners; 31) unfavorable outcome of
litigations and regulatory proceedings;  32) allegations of possible health
risks from electromagnetic fields generated by base stations and mobile
products and lawsuits related to them, regardless of merit; 33) 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; 34) Nokia Siemens Networks' success in the mobile broadband and
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; 35) Nokia Siemens
Networks' ability to maintain or improve its market position or respond
successfully to changes in the competitive environment; 36) Nokia Siemens
Networks' liquidity and its ability to meet its working capital requirements;
37) Nokia Siemens Networks' ability to timely introduce new competitive
products, services, upgrades and technologies; 38) Nokia Siemens Networks'
ability to execute successfully its strategy for the acquired Motorola
Solutions wireless network infrastructure assets; 39) developments under large,
multi-year contracts or in relation to major customers in the networks
infrastructure and related services business; 40) the management of our
customer financing exposure, particularly in the networks infrastructure and
related services business; 41) 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 42) 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 on 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. 

Media Enquiries:

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