Nokia - Company Announcement

Nokia Board of Directors convenes Annual General Meeting 2013

No dividend proposed for 2012

Nokia Corporation
Stock Exchange Release
January 24, 2013 at 13.15 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors has resolved
to convene the Annual General Meeting on May 7, 2013 and that the Board and its
Committees submit the below proposals to the Annual General Meeting. 

- Proposal not to pay dividend
- Proposals on the Board composition and remuneration
- Proposals to authorize the Board to repurchase and issue shares
- Proposals on the re-election of the external auditor and remuneration

 Proposal on the payment of dividend
The Board proposes to the Annual General Meeting that no dividend be paid for
the fiscal year 2012. 

Nokia Group 2012 reported net profit was negative EUR 3.1 billion and Nokia
Group net cash position decreased from EUR 5.6 billion at the end of 2011 to
EUR 4.4 billion at the end of 2012. In addition, Nokia Corporation's results
for fiscal year 2012 were negative. 

To ensure strategic flexibility, the Board proposes that no dividend payment
will be made for 2012. Nokia's fourth quarter 2012 financial performance
combined with this dividend proposal further solidifies the company's strong
liquidity position. 

Proposals on Board composition and remuneration
Dame Marjorie Scardino and Ms Isabel Marey-Semper have informed that they will
no longer be available for re-election to the Nokia Board of Directors after
the Annual General Meeting. Dame Marjorie Scardino has been a Nokia Board
member since 2001 and Ms Isabel Marey-Semper since 2009. 

The Board's Corporate Governance and Nomination Committee proposes to the
Annual General Meeting that the number of Board members be ten (10) and that
the following current Nokia Board members be re-elected as members of the Nokia
Board of Directors for a term ending at the Annual General Meeting in 2014:
Bruce Brown, Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund,
Mårten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. 

In addition, the Committee proposes that Ms Elizabeth Doherty, currently Chief
Financial Officer of Reckitt Benckiser Group plc, be elected as a member of the
Nokia Board of Directors for the same term. 

Additional information about the Board member 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 propose in the assembly
meeting of the new Board of Directors after the Annual General Meeting on May
7, 2013 that Risto Siilasmaa be elected as Chairman of the Board and Jouko
Karvinen as Vice Chairman of the Board, subject to their election to the Board
of Directors. 

As to the Board remuneration, the Corporate Governance and Nomination Committee
proposes that the annual fee payable to the Board members elected at the Annual
General Meeting on May 7, 2013 for a term ending at the Annual General Meeting
in 2014, remains at the same level as during the past five years as follows:
EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130
000 for each member, excluding the President and CEO of Nokia if re-elected to
the Nokia Board; 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 proposes that, as in the
past, approximately 40% of the remuneration be paid in Nokia Corporation 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). 

Proposal to authorize the Board to repurchase shares
The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 370 million Nokia shares. The proposed
amount of shares represents less than 10% of all the shares of the Company. 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 shares may be repurchased either through a tender offer made
to all shareholders on equal terms, or in marketplaces by repurchasing the
shares in another proportion than that of the current shareholders. The
authorization would be effective until June 30, 2014 and terminate the current
authorization granted by the Annual General Meeting on May 3, 2012. 

The repurchase authorization is proposed in order to maintain flexibility, but
the Board has no current plans for repurchases during 2013. 

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 740 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 shares held by the Company. The Board
proposes that the authorization may be used to develop the Company's capital
structure, diversify the shareholder base, finance or carry out acquisitions or
other arrangements, 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 the shareholders' pre-emptive rights. The authorization would be
effective until June 30, 2016 and terminate the current authorization granted
by the Annual General Meeting on May 6, 2010. 

Proposals on election of external auditor and remuneration
In addition, 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 are scheduled to be
published on Nokia's website at www.nokia.com/agm  on or about January 30,
2013. 

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 and Investor Contacts:

Nokia
Communications
Tel. +358 7180 34900

Investor Relations Europe
Tel. +358 7180 34927
Investor Relations US
Tel. +1 914 368 0555

www.nokia.com