2007-03-05 10:19:18 CET

2007-03-05 10:19:18 CET


REGULATED INFORMATION

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Nokia - Company Announcement

Nokia Board Corporate Governance and Nomination Committee presents proposals for Composition of and Remuneration to the Board of Directors


Nokia Board Corporate Governance and Nomination Committee presents proposals for
Composition of and Remuneration to the Board of Directors                       

Espoo, Finland - Mr. Paul J. Collins, Vice Chairman of the Nokia Board, has     
reached the Nokia Board's retirement age of 70 years, and therefore will not    
stand for re-election to the Board of Directors of Nokia Corporation. He has    
been a member of the Nokia Board since 1998, and Vice Chairman of the Board as  
well as Chairman of the Personnel Committee since 2000.                         

The Nokia Board Corporate Governance and Nomination Committee will propose to   
the Annual General Meeting on May 3, 2007 that the number of Board members be   
eleven. Nokia announced on January 25, 2007 that the Board of Directors will    
propose to the Annual General Meeting that the articles of association be       
amended to increase the maximum number of Board members allowed by the articles 
from ten to twelve.                                                             

The Committee will propose that the following persons be re-elected for a term  
until the close of the Annual General Meeting in 2008: Georg Ehrnrooth, Daniel  
R. Hesse, Dr. Bengt Holmström, Per Karlsson, Jorma Ollila, Dame Marjorie        
Scardino, Keijo Suila and Vesa Vainio.                                          

Moreover, the Committee will propose that Lalita D. Gupte, Prof. Dr. Henning    
Kagermann, and Olli-Pekka Kallasvuo be elected as new members of the Nokia Board
for the term from the Annual General Meeting in 2007 until the close of the     
Annual General Meeting in 2008. Ms. Gupte is former Joint Managing Director of  
ICICI Bank Limited, the second-largest bank in India, and currently             
non-executive Chairman of the ICICI Venture Funds Management Co Ltd. She is also
member of the Board of Directors of Bharat Forge Ltd, Firstsource Solutions Ltd 
and Kirloskar Brothers Ltd. Dr. Kagermann is CEO and Chairman of the Executive  
Board of SAP AG, the world's leading provider of business software,             
headquartered in Germany. He is also member of the Supervisory Board of Deutsche
Bank AG and Münchener Rückversicherungs-Gesellschaft AG (Munich Re). Olli-Pekka 
Kallasvuo is President and CEO of Nokia Corporation, and he is also member of   
the Board of Directors of EMC Corporation.                                      

In addition, the Nokia Board Corporate Governance and Nomination Committee will 
propose to the Annual General Meeting on May 3, 2007 that the annual fee payable
to the Board members to be elected at the same meeting for the term until the   
close of the Annual General Meeting in 2008, be as follows: EUR 375 000 for the 
Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member. In
addition, the Committee will propose that the Chairman of the Audit Committee   
and the Chairman of the Personnel Committee will each receive an additional     
annual fee of EUR 25 000, and each member of the Audit Committee an additional  
annual fee of EUR 10 000. The proposal includes an increase to the remuneration 
of the Vice Chairman of the Board, amounting to EUR 137 500 in 2006 and 2005,   
and each Board member, amounting to EUR 110 000 in 2006 and 2005, without any   
change to the remuneration of the Board Chairman or the annual additional fees  
of the Committee chairmen or Committee members. Further, the Committee will     
propose that approximately 40% of the remuneration be paid in Nokia Corporation 
shares purchased from the market.                                               

When preparing the proposal for Board remuneration, it is the Nokia Board       
Corporate Governance and Nomination Committee's policy to review and compare the
level of board remuneration paid in other global companies with net sales and   
business complexity comparable to that of Nokia. The Committee's aim is that the
Company had an efficient Board consisting of world-class professionals          
representing an appropriate and diverse mix of skills and experience. A         
competitive Board remuneration contributes to the achievement of this target.   
Further, it is the company's policy that a significant portion of director      
compensation be in the form of company stock.                                   

The proposals above will be included in the notice to the Annual General Meeting
which will be published later.                                                  
                                                                                

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Communications                                                                  
Tel. +358 7180 34900                                                            
Email: press.office@nokia.com                                                   

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