Nokia - Company Announcement

Nokia Board of Directors convenes Annual General Meeting 2014

Ordinary dividend of EUR 0.11 per share and special dividend of EUR 0.26
proposed for 2013 

Nokia Corporation
Stock Exchange Release
April 29, 2014 at 8.30 am (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors has resolved
to convene the Annual General Meeting on June 17, 2014 and that the Board and
its Committees submit the below proposals to the Annual General Meeting. 

  -- Proposal to pay an ordinary dividend of EUR 0.11 per share and a special
     dividend of EUR 0.26 per share
  -- 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 auditor's
     remuneration

Proposal on the payment of dividend

The Board proposes to the Annual General Meeting that an ordinary dividend of
EUR 0.11 per share be paid for the fiscal year 2013. In addition the Board
proposes that in line with the capital structure optimization program decided
by the Board a special dividend of EUR 0.26 per share be paid. The ex-dividend
date would be June 18, 2014, the record date June 23, 2014 and the payment date
on or about July 3, 2014. 

Proposals on Board composition and remuneration

Henning Kagermann and Helge Lund have informed that they will no longer be
available for re-election to the Nokia Board of Directors after the Annual
General Meeting. Mr. Kagermann has been a Nokia Board member since 2007 and Mr.
Lund since 2011. 

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 Nokia Board members be re-elected as members of the Nokia
Board of Directors for a term ending at the Annual General Meeting in 2015:
Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Mårten Mickos, Elizabeth
Nelson, Risto Siilasmaa and Kari Stadigh. 

In addition, the Committee proposes that Vivek Badrinath, Deputy CEO of Accor,
and Dennis Strigl, Retired CEO of Verizon Wireless and Author and Consultant,
be elected as members 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
of 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 June
17, 2014 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 June 17, 2014 for a term ending at the Annual General
Meeting in 2015, remains at the same level as during the past six years as
follows: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and
EUR 130 000 for each member; EUR 25 000 for the Chairman of the Audit Committee
and the Chairman of the Personnel Committee as an additional annual fee; and
EUR 10 000 for each member of the Audit Committee as an additional annual fee.
Further, the Corporate Governance and Nomination Committee proposes that, in
line with the Company's Corporate Governance Guidelines, approximately 40% of
the remuneration be paid in Nokia shares purchased from the market, or
alternatively by using own shares held by the Company. The shares shall be
retained until the end of the Board membership in line with the current 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

In line with the capital optimization program announced today the Board
proposes that the Annual General Meeting authorizes 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 under the proposed authorization 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 the open
market, in privately negotiated transactions, through the use of derivative
instruments, or through a tender offer made to all shareholders on equal terms.
The authorization would be effective until December 17, 2015 and terminate the
current authorization granted by the Annual General Meeting on May 7, 2013. The
Nokia Board plans to commence the repurchases following the publication of the
Company's interim report for the second quarter of 2014. 

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 December 17, 2015 and terminate the current authorization
granted by the Annual General Meeting on May 7, 2013. This is a change from
Nokia's previous practice in which the share issuance authorization was sought
for the Board for a three-year period. 

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.company.nokia.com/agm on or about April 30,
2014. 

FORWARD LOOKING STATEMENTS

It should be noted that Nokia and its business 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 Nokia's new strategy; B)
expectations, plans or benefits related to future performance of Nokia's
continuing businesses Networks, HERE and Technologies; C) expectations, plans
or benefits related to changes in leadership and operational structure; D)
expectations regarding market developments, general economic conditions and
structural changes; E) expectations and targets regarding performance,
including those related to market share, prices, net sales and margins; F) the
timing of the deliveries of our products and services; G) expectations and
targets regarding our financial performance, cost savings and competitiveness
as well as results of operations; H) expectations and targets regarding
collaboration and partnering arrangements; I) the outcome of pending and
threatened litigation, disputes, regulatory proceedings or investigations by
authorities; J) expectations regarding restructurings, investments, uses of
proceeds from transactions, acquisitions and divestments and our ability to
achieve the financial and operational targets set in connection with any such
restructurings, investments, divestments and acquisitions, including any
expectations, plans or benefits related to or caused by the transaction
announced on September 3, 2013 where Nokia sold substantially all of Nokia's
Devices & Services business to Microsoft on April 25, 2014 (“Sale of the D&S
Business”); K) 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 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
ability to execute our new strategy successfully and in a timely manner, and
our ability to successfully adjust our operations; 2) our ability to sustain or
improve the operational and financial performance of our continuing businesses
and correctly identify business opportunities or successfully pursue new
business opportunities; 3) our ability to execute Networks' strategy and
effectively, profitably and timely adapt its business and operations to the
increasingly diverse needs of its customers and technological developments; 4)
our ability within our Networks business to effectively and profitably invest
in and timely introduce new competitive high-quality products, services,
upgrades and technologies; 5) our ability to invent new relevant technologies,
products and services, to develop and maintain our intellectual property
portfolio and to maintain the existing sources of intellectual property related
revenue and establish new such sources; 6) 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; 7) our ability within our HERE business to maintain current
sources of revenue, historically derived mainly from the automotive industry,
create new sources of revenue, establish a successful location-based platform
and extend our location-based services across devices and operating systems; 8)
effects of impairments or charges to carrying values of assets, including
goodwill, or liabilities; 9) our dependence on the development of the mobile
and communications industry in numerous diverse markets, as well as on general
economic conditions globally and regionally; 10) our Networks business'
dependence on a limited number of customers and large, multi-year contracts;
11) our ability to retain, motivate, develop and recruit appropriately skilled
employees; 12) the potential complex tax issues and obligations we may face,
including the obligation to pay additional taxes in various jurisdictions and
our actual or anticipated performance, among other factors, could result in
allowances related to deferred tax assets; 13) our ability to manage our
manufacturing, service creation and delivery, and logistics efficiently and
without interruption, especially if the limited number of suppliers we depend
on fail to deliver sufficient quantities of fully functional products and
components or deliver timely services; 14) potential exposure to contingent
liabilities due to the Sale of the D&S Business and possibility that the
agreements we have entered into with Microsoft may have terms that prove to be
unfavorable to us; 15) any inefficiency, malfunction or disruption of a system
or network that our operations rely on or any impact of a possible
cybersecurity breach; 16) our ability to reach targeted results or improvements
by managing and improving our financial performance, cost savings and
competitiveness; 17) management of Networks' customer financing exposure; 18)
the performance of the parties we partner and collaborate with, and our ability
to achieve successful collaboration or partnering arrangements; 19) our ability
to protect the technologies, which we develop, license, use or intend to use
from claims that we have infringed third parties' intellectual property rights,
as well as, impact of possible licensing costs, restriction on our usage of
certain technologies, and litigation related to intellectual property rights;
20) the impact of regulatory, political or other developments on our operations
and sales in those various countries or regions where we do business; 21)
exchange rate fluctuations, particularly 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; 22) our ability to successfully implement
planned transactions, such as acquisitions, divestments, mergers or joint
ventures, manage unexpected liabilities related thereto and achieve the
targeted benefits; 23) the impact of unfavorable outcome of litigation,
contract related disputes or allegations of health hazards associated with our
business, as well as the risk factors specified in the most recent Nokia's
annual report on Form 20-F in under Item 3D. “Risk Factors”. 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. 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. 

About Nokia

Nokia invests in technologies important in a world where billions of devices
are connected. We are focused on three businesses: network infrastructure
software, hardware and services, which we offer through Networks; location
intelligence, which we provide through HERE; and advanced technology
development and licensing, which we pursue through Technologies. Each of these
businesses is a leader in its respective field. http://company.nokia.com 


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