Nokia - Company Announcement

Nokia Board of Directors approves the Nokia Equity Program 2012

Nokia Corporation

Stock Exchange Release

January 26, 2012 at 13.30 (CET +1)

Espoo, Finland - Nokia announced today that Nokia's Board of Directors has
approved the Nokia Equity Program 2012 consisting of Performance Shares,
dependent on the achievement of two independent financial performance criteria;
Restricted Shares, used together with Performance Shares; and Stock options,
used on a more limited basis. 

As the transition of Nokia's business continues, the Nokia Equity Program 2012
will support the participants' focus and alignment with the company's strategy
and targets. 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. 

Nokia's balanced approach and use of the performance-based plan in conjunction
with the restricted share plan as the main long-term incentive vehicles
effectively contribute to the long-term value creation and sustainability of
the company. They also ensure that the overall equity-based compensation is
based on performance while ensuring the recruitment and retention of talent
vital to the future success of Nokia. 

Approximately 4 500 employees are expected to participate in the Nokia Equity
Program 2012. 

Under the Performance Share Plan 2012, 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   earnings per share for the
performance period. The threshold and maximum levels for the Performance Share
Plan 2012 are scheduled to be determined and disclosed during the first quarter
of 2012. No Performance Shares will be granted under the plan prior to that.
The Plan has a two-year performance period (2012-2013) and a subsequent
one-year restriction period. Accordingly, the amount of shares based on the
financial performance during the two-year period will vest after the third
year. The grant of Performance Shares in 2012 may result in an aggregate
maximum payout of 36 million Nokia shares, should the maximum level for both
performance criteria be met. 

The Restricted Share Plan 2012 has a three-year restriction period. The grant
of Restricted Shares in 2012 may result in an aggregate maximum payout of 14
million Nokia shares. 

As part of the Nokia Equity Program 2012, 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
planned maximum number of stock options to be granted during 2012 is
approximately 8.5 million. 

As of December 31, 2011, 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 1.8 %. The potential maximum
effect of the Nokia Equity Program 2012, again assuming the delivery at maximum
level, would be approximately another 1.6 %. 

Settlements under various Nokia equity plans
The performance period for the Performance Share Plan 2009 ended on December
31, 2011, and there will be no settlement to the participants under the plan as
the threshold performance criteria of EPS and Average Annual Net Sales Growth
were not met. 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 1 010 000 Nokia shares (NOK1V) held by the Company to
settle its commitment to approximately 400 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 certain statements herein which are not historical
facts are forward-looking statements, including, without limitation, those
regarding: A) the expected plans and benefits of our strategic partnership with
Microsoft to combine complementary assets and expertise to form a global mobile
ecosystem and to adopt Windows Phone as our primary smartphone platform; B) the
timing and expected benefits of our new strategy, 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 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,""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 ability to succeed in creating a
competitive smartphone platform for high-quality differentiated winning
smartphones or in creating new sources of revenue through our partnership with
Microsoft; 2) the expected timing of the planned transition to Windows Phone as
our primary smartphone platform and the introduction of mobile products based
on that platform; 3) our ability to maintain the viability of our current
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 MeeGo and next generation devices, platforms and user
experiences; 5) our ability to build a competitive and profitable global
ecosystem of sufficient scale, attractiveness and value to all participants and
to bring winning smartphones to the market in a timely manner; 6) our ability
to produce mobile phones in a timely and cost efficient manner with
differentiated hardware, localized services and applications; 7) our ability to
increase our speed of innovation, product development and execution to bring
new competitive smartphones and mobile phones to the market in a timely manner;
8) our ability to retain, motivate, develop and recruit appropriately skilled
employees; 9) our ability to implement our strategies, particularly our new
mobile product strategy; 10) 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; 11)
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 new strategy or other factors; 12) our success in collaboration and
partnering arrangements with third parties, including Microsoft; 13) the
success, financial condition and performance of our suppliers, collaboration
partners and customers; 14) our ability to source sufficient quantities of
fully functional quality components, subassemblies and software on a timely
basis without interruption and on favorable terms, including the disruption of
production and/or deliveries from any of our suppliers as a result of adverse
conditions in the geographic areas where they are located; 15) our ability to
manage efficiently our manufacturing, service creation, delivery and logistics
without interruption; 16) our ability to ensure the timely delivery of
sufficient volumes of products that meet our and our customers' and consumers'
requirements and manage our inventory and timely adapt our supply to meet
changing demands for our products; 17) any actual or even alleged defects or
other quality, safety and security issues in our products; 18) any actual or
alleged loss, improper disclosure or leakage of any personal or consumer data
collected or made available to us or stored in or through our products; 19) our
ability to successfully manage costs, including our ability to achieve targeted
costs reductions and to effectively and timely execute related restructuring
measures, including personnel reductions; 20) our ability to effectively and
smoothly implement the new operational structure for our businesses; 21) the
development of the mobile and fixed communications industry and general
economic conditions globally and regionally; 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) 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; 25) the impact of
changes in government policies, trade policies, laws or regulations and
economic or political turmoil in countries where our assets are located and we
do business; 26) any disruption to information technology systems and networks
that our operations rely on; 27) unfavorable outcome of litigations; 28)
allegations of possible health risks from electromagnetic fields generated by
base stations and mobile products and lawsuits related to them, regardless of
merit; 29) our ability to achieve targeted costs reductions and increase
profitability in Nokia Siemens Networks and to effectively and timely execute
related restructuring measures; 30) Nokia Siemens Networks' ability to maintain
or improve its market position or respond successfully to changes in the
competitive environment; 31) Nokia Siemens Networks' liquidity and its ability
to meet its working capital requirements; 32) whether Nokia Siemens Networks is
able to successfully integrate the acquired assets of Motorola Solutions'
networks business, retain existing customers of the acquired business,
cross-sell Nokia Siemens Networks' products and services to customers of the
acquired business and otherwise realize the expected synergies and benefits of
the acquisition; 33) Nokia Siemens Networks' ability to timely introduce new
products, services, upgrades and technologies; 34) 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; 35) developments under large, multi-year contracts or in relation to
major customers in the networks infrastructure and related services business;
36) the management of our customer financing exposure, particularly in the
networks infrastructure and related services business; 37) whether ongoing or
any additional governmental investigations into alleged violations of law by
some former employees of Siemens AG may involve and affect the carrier-related
assets and employees transferred by Siemens AG to Nokia Siemens Networks; 38)
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 12-39 of Nokia's annual report Form 20-F
for the year ended December 31, 2010 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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