Nokia - Decisions of general meeting

Resolutions of the Nokia Annual General Meeting 2017

Nokia Corporation
Stock Exchange Release
May 23, 2017 at 18:15 (CET +1)

Resolutions of the Nokia Annual General Meeting 2017

Espoo, Finland -The Annual General Meeting ("AGM") of Nokia Corporation was held
on May 23, 2017 and adopted the following resolutions:

Dividend

The AGM resolved to distribute a dividend of EUR 0.17 per share for the
financial year 2016. The ex-dividend date is on May 23, 2017 at New York Stock
Exchange and on May 24, 2017 at Nasdaq Helsinki and Euronext Paris. The dividend
record date is on May 26, 2017 and the dividend is expected be paid on or about
June 9, 2017. The actual dividend pay date outside Finland will be determined by
the practices of the intermediary banks transferring the dividend payments.

Members of the Board of Directors and Board Committees elected

The AGM resolved to elect ten members to the Board of Directors of Nokia
("Board"). The following members of the Board were re-elected for a term ending
at the close of the Annual General Meeting in 2018: Bruce Brown, Louis Hughes,
Jean Monty, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-
Nusteling and Kari Stadigh. In addition, Jeanette Horan and Edward Kozel were
elected as new members of the Board for the same term. The qualifications and
career experience of the elected Board members are available at
http://www.nokia.com/en_int/investors/corporate-governance/board-of-
directors/meet-the-board.

In an assembly meeting that took place after the AGM, the Board elected Risto
Siilasmaa as Chair of the Board, and Olivier Piou as Vice Chair of the Board.
The Board also elected the members of the Board committees. Elizabeth Nelson was
elected as Chair and Jeanette Horan, Louis Hughes, Edward Kozel and Carla Smits-
Nusteling as members of the Audit Committee. Bruce Brown was elected as Chair
and Jean Monty, Olivier Piou and Kari Stadigh as members of the Personnel
Committee. Risto Siilasmaa was elected as Chair and Bruce Brown, Olivier Piou
and Kari Stadigh as members of the Corporate Governance and Nomination
Committee.

The AGM resolved the following annual fees to be paid to the members of the
Board for the term ending at the Annual General Meeting in 2018: EUR 440 000 for
the Chair of the Board, EUR 185 000 for the Vice Chair of the Board and EUR
160 000 for each Board member. In addition, the AGM resolved that the Chairs of
the Audit Committee and the Personnel Committee will each be paid an additional
annual fee of EUR 30 000, and other members of the Audit Committee an additional
annual fee of EUR 15 000 each. The AGM also resolved to pay a meeting fee of EUR
5 000 per meeting requiring intercontinental travel and EUR 2 000 per meeting
requiring continental travel for Board and Committee meetings to all the other
Board members except the Chair of the Board. The meeting fee would be paid for a
maximum of seven meetings per term.

In addition, the AGM also resolved, in line with company's Corporate Governance
Guidelines, that approximately 40% of the annual remuneration will be paid in
Nokia shares purchased from the market, or alternatively by using treasury
shares held by the Company. The Board members shall retain until the end of
their directorship such number of shares that corresponds to the number of
shares they have received as Board remuneration during their first three years
of service in the Board (the net amount received after deducting those shares
needed to offset any costs relating to the acquisition of the shares, including
taxes). The meeting fee will be paid in cash.

Other resolutions of the Annual General Meeting

The AGM re-elected PricewaterhouseCoopers Oy as the auditor for Nokia for the
fiscal year 2017.

The AGM authorized the Board to resolve to repurchase a maximum of 560 million
Nokia shares. The shares may be repurchased under the proposed authorization in
order to optimize the capital structure of the Company and the Board expects
them to be cancelled. In addition, shares may be repurchased in order to meet
obligations arising from debt financial instruments that are exchangeable into
equity instruments, to settle the Company's equity-based incentive plans, or to
be transferred for other purposes. The authorization is effective until November
23, 2018 and it terminated the corresponding repurchase authorization granted by
the Annual General Meeting on June 16, 2016.

The AGM also resolved to authorize the Board to issue a maximum of 560 million
shares through issuance of shares or special rights entitling to shares in one
or more issues. 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. Under the authorization, the Board may
issue new shares or shares held by the Company. The 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 of shares
or special rights in deviation from the shareholders' pre-emptive rights within
the limits set by law. The authorization is effective until November 23, 2018
and it terminated the corresponding authorization granted by the Annual General
Meeting on June 16, 2016. The authorization did not terminate the authorization
by the Extraordinary General Meeting held on December 2, 2015 granted to the
Board for issuance of shares in order to implement the combination of Nokia and
Alcatel Lucent.



FORWARD-LOOKING STATEMENTS

It should be noted that Nokia and its businesses 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) our ability to integrate Alcatel Lucent into our operations and achieve the
targeted business plans and benefits, including targeted synergies in relation
to the acquisition of Alcatel Lucent; B) expectations, plans or benefits related
to our strategies and growth management; C) expectations, plans or benefits
related to future performance of our businesses; D) expectations, plans or
benefits related to changes in organizational and operational structure; E)
expectations regarding market developments, general economic conditions and
structural changes; F) expectations and targets regarding financial performance,
results, operating expenses, taxes, currency exchange rates, hedging, cost
savings and competitiveness, as well as results of operations including targeted
synergies and those related to market share, prices, net sales, income and
margins; G) expectations, plans or benefits related to any future collaboration
or to the business collaboration agreement and the patent license agreement
between Nokia and Apple announced on May 23, 2017, including income to be
received under any collaboration or partnership or agreement; H) timing of the
deliveries of our products and services; I) expectations and targets regarding
collaboration and partnering arrangements, joint ventures or the creation of
joint ventures, including the creation of the new Nokia Shanghai Bell joint
venture and the related administrative, legal, regulatory and other conditions,
as well as our expected customer reach; J) outcome of pending and threatened
litigation, arbitration, disputes, regulatory proceedings or investigations by
authorities; K) expectations regarding restructurings, investments, capital
structure optimization efforts, 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, capital structure
optimization efforts, divestments and acquisitions; and L) 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 strategy, sustain
or improve the operational and financial performance of our business and
correctly identify and successfully pursue business opportunities or growth; 2)
our ability to achieve the anticipated benefits, synergies, cost savings and
efficiencies of the acquisition of Alcatel Lucent, and our ability to implement
our organizational and operational structure efficiently; 3) general economic
and market conditions and other developments in the economies where we operate;
4) competition and our ability to effectively and profitably compete and invest
in new competitive high-quality products, services, upgrades and technologies
and bring them to market in a timely manner; 5) our dependence on the
development of the industries in which we operate, including the cyclicality and
variability of the information technology and telecommunications industries; 6)
our global business and exposure to regulatory, political or other developments
in various countries or regions, including emerging markets and the associated
risks in relation to tax matters and exchange controls, among others; 7) our
ability to manage and improve our financial and operating performance, cost
savings, competitiveness and synergies after the acquisition of Alcatel Lucent;
8) our dependence on a limited number of customers and large multi-year
agreements; 9) exchange rate fluctuations, as well as hedging activities; 10)
Nokia Technologies' ability to protect its IPR and to maintain and establish new
sources of patent licensing income and IPR-related revenues, particularly in the
smartphone market; 11) our ability to successfully realize the expectations,
plans or benefits related to any future collaboration or to the business
collaboration agreement and the patent license agreement between Nokia and Apple
announced on May 23, 2017, including income to be received under any
collaboration or partnership or agreement; 12) our dependence on IPR
technologies, including those that we have developed and those that are licensed
to us, and the risk of associated IPR-related legal claims, licensing costs and
restrictions on use; 13) our exposure to direct and indirect regulation,
including economic or trade policies, and the reliability of our governance,
internal controls and compliance processes to prevent regulatory penalties in
our business or in our joint ventures; 14) our ability to identify and remediate
material weaknesses in our internal control over financial reporting; 15) our
reliance on third-party solutions for data storage and service distribution,
which expose us to risks relating to security, regulation and cybersecurity
breaches; 16) inefficiencies, breaches, malfunctions or disruptions of
information technology systems; 17) Nokia Technologies' ability to generate net
sales and profitability through licensing of the Nokia brand, particularly in
digital media and digital health, and the development and sales of products and
services, as well as other business ventures which may not materialize as
planned; 18) our exposure to various legislative frameworks and jurisdictions
that regulate fraud and enforce economic trade sanctions and policies, and the
possibility of proceedings or investigations that result in fines, penalties or
sanctions; 19) adverse developments with respect to customer financing or
extended payment terms we provide to customers; 20) the potential complex tax
issues, tax disputes and tax obligations we may face in various jurisdictions,
including the risk of obligations to pay additional taxes; 21) our actual or
anticipated performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 22) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 23) disruptions to our manufacturing,
service creation, delivery, logistics and supply chain processes, and the risks
related to our geographically-concentrated production sites; 24) the impact of
litigation, arbitration, agreement-related disputes or product liability
allegations associated with our business; 25) our ability to optimize our
capital structure as planned and re-establish our investment grade credit rating
or otherwise improve our credit ratings; 26) our ability to achieve targeted
benefits from or successfully achieve the required administrative, legal,
regulatory and other conditions and implement planned transactions, including
the creation of the new Nokia Shanghai Bell joint venture, as well as the
liabilities related thereto; 27) our involvement in joint ventures and jointly-
managed companies; 28) the carrying amount of our goodwill may not be
recoverable; 29) uncertainty related to the amount of dividends and equity
return we are able to distribute to shareholders for each financial period; 30)
pension costs, employee fund-related costs, and healthcare costs; and 31) risks
related to undersea infrastructure, as well as the risk factors specified on
pages 67 to 85 of our 2016 annual report on Form 20-F under "Operating and
financial review and prospects-Risk factors" and in our other filings with the
U.S. Securities and Exchange Commission. 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. We do
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

We create the technology to connect the world. Powered by the research and
innovation of Nokia Bell Labs, we serve communications service providers,
governments, large enterprises and consumers, with the industry's most complete,
end-to-end portfolio of products, services and licensing.

From the enabling infrastructure for 5G and the Internet of Things, to emerging
applications in virtual reality and digital health, we are shaping the future of
technology to transform the human experience. www.nokia.com


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