Nokia - Changes in company's own shares

Nokia Board of Directors approves the Nokia Equity Program for 2017 and the issuance of shares held by the company

Nokia Corporation
Stock Exchange Release
February 2, 2017 at 08:05 (CET +1)

Nokia Board of Directors approves the Nokia Equity Program for 2017 and the
issuance of shares held by the company

Espoo, Finland - Nokia announced today that its Board of Directors has approved
the company's equity program for 2017 (the "Nokia Equity Program 2017"). In line
with previous years, the Nokia Equity Program 2017 includes the following equity
instruments:
  * An employee share purchase plan for Nokia employees in selected
    jurisdictions (the "Employee Share Purchase Plan"), entitling the eligible
    employees to contribute a part of their salary to purchase Nokia shares.
    After a 12-month holding period, Nokia will offer the employees one matching
    share for every two purchased shares held by an employee at the end of the
    holding period;
  * Performance shares, which are dependent on the achievement of independent
    performance criteria ("Performance Shares"); and
  * Restricted shares, which are used on a limited basis or in exceptional
    retention and recruitment circumstances ("Restricted Shares").

Nokia Equity Program 2017
The Nokia Equity Program 2017 is designed to support and align the participants'
focus with Nokia's strategy and long-term success.

Nokia uses Performance Shares as the main long-term incentive instrument with
the intention to effectively contribute to the long-term value creation and
sustainability of the company and to align interests of the employees with those
of Nokia's shareholders. Performance Shares are also designed to ensure that the
overall equity-based compensation is based on performance, while also supporting
the recruitment and ensuring retention of vital talent for the future success of
Nokia.

Restricted Shares are granted on a limited basis for exceptional purposes
related to retention and recruitment, primarily in the United States, to ensure
Nokia is able to retain and recruit vital talent for the future success of the
company.

Since 2014, stock options have no longer been part of the Nokia equity programs.

Employee Share Purchase Plan
Under the Employee Share Purchase Plan, the eligible Nokia employees may elect
to make monthly contributions from their net salary to purchase Nokia shares.
Participation in the plan is voluntary.

The monthly minimum and maximum contribution limit to the Employee Share
Purchase Plan is EUR 15 and EUR 150, respectively. Consequently, the maximum
participant contribution limit during the plan cycle is EUR 1 800. Generally,
the share purchases will be made at market value on pre-determined dates on a
monthly basis during a 12-month period. Nokia intends to deliver one matching
share for every two purchased shares that the participant still holds on July
31, 2018, which marks the end of the Employee Share Purchase Plan cycle for
2017. The aggregate maximum amount of contributions that employees can make
during the enrolment window for the plan cycle commencing in 2017 will be
approximately EUR 60 million, which equals approximately 14.2 million Nokia
shares using the share price of EUR 4.25. Accordingly, based on the matching
ratio of one matching share for every two purchased shares, the number of
matching shares would be approximately 7.1 million.

The Employee Share Purchase Plan is planned to be offered to Nokia employees in
up to 57 countries for the plan cycle commencing in 2017. The savings period is
intended to start in July 2017 and the first monthly purchases are planned to be
made in August 2017.

Performance Shares
Under the 2017 Performance Share plan, the pay-out will depend on whether
independent performance criteria have been met by the end of the performance
period. The performance criteria are Nokia's continuing operations average
annual non-IFRS net sales and average annual non-IFRS earnings-per share
(diluted).

The 2017 Performance Share plan has a two-year performance period (2017-2018)
and a subsequent one-year restriction period. The number of Performance Shares
to be settled would be determined by reference to the performance targets during
the performance period. For non-executive participants, 25 per cent of the
Performance Shares granted in 2017 will settle after the restriction period,
regardless of the satisfaction of the applicable performance criteria. In case
the applicable performance criteria is not satisfied, employees who are
executives at the date of Performance Share grant in 2017 will not receive any
settlement.

The grant under the 2017 Performance Share plan could result in an aggregate
maximum settlement of 74 million Nokia shares, in the event that maximum
performance against all the performance criteria is achieved.

Restricted Shares
Under the 2017 Restricted Share plan, the Restricted Shares are divided into
three tranches, each tranche consisting of one third of the Restricted Shares
granted. The first tranche has a one-year restriction period, the second tranche
a two-year restriction period, and the third tranche a three-year restriction
period. The grant under the 2017 Restricted Share plan could result in an
aggregate maximum settlement of 4.5 million Nokia shares.

Employees covered by the Nokia Equity Program 2017
In accordance with the previous years' practice, the primary equity instruments
granted to executive employees and other eligible employees are Performance
Shares.

Nokia limits the use of Restricted Shares as means of compensation. Shares under
the Restricted Share plan can be granted for exceptional retention or
recruitment purposes, primarily in US markets to support the specific needs,
practices and competitive market environment, to ensure Nokia is able to retain
and recruit vital talent for the future success of Nokia.

Nokia employees in up to 57 countries are planned to be offered the possibility
to participate in the Employee Share Purchase Plan for the cycle commencing in
2017, provided that there are no local regulatory or administrative restraints
in relation to such plan.

Dilution effect
As of December 31, 2016, the aggregate maximum number of shares that could be
issued under Nokia's outstanding equity programs and stock option rights,
assuming the Performance Shares would be delivered at maximum level, represented
approximately 1.67 per cent of Nokia's total number of shares (excluding the
shares owned by Nokia Corporation). The potential maximum number of shares that
could be issued under the Equity Program 2017 represents approximately an
additional 1.49 per cent, assuming delivery at maximum level for Performance
Shares and the delivery of matching shares against the maximum amount of
contributions of approximately EUR 60 million under the Employee Share Purchase
Plan.

Settlement of shares under various Nokia equity plans
To fulfill Nokia's obligations under the 2013, 2014, 2015 and 2016 Restricted
Share plans and the 2014 Performance Share plan in respect of shares to be
settled in 2017, Nokia's Board of Directors has resolved to issue, without
consideration, a maximum of 9.75 million Nokia shares held by the company to
settle its commitments to plan participants, who are all employees of the Nokia
Group.

The performance period for the 2015 Performance Share plan ended on December
31, 2016, and Nokia's performance over 2015 and 2016, assessed against the
independent performance criteria set out in the plan rules, was above the
threshold performance level for the plan. The settlement to the participants
under the plan is planned to take place in the beginning of 2018 after the
restriction period ends.

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)  timing  of  the  deliveries  of  our  products  and  services;  H)
expectations  and targets  regarding collaboration  and partnering arrangements,
joint  ventures  or  the  creation  of  joint  ventures, as well as our expected
customer  reach; I) outcome  of pending and  threatened litigation, arbitration,
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; and 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 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 Alcatel-Lucent acquisition, 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 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 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; 12) 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; 13) our reliance on third-party solutions
for data storage and service distribution, which expose us to risks relating to
security, regulation and cybersecurity breaches; 14) inefficiencies, breaches,
malfunctions or disruptions of information technology systems; 15) Nokia
Technologies' ability to generate net sales and profitability through licensing
of the Nokia brand, particularly in digital media and digital health and digital
media, and the development and sales of products and services, as well as other
business ventures which may not materialize as planned; 16) our exposure to
various legislative frameworks and jurisdictions that regulate fraud and enforce
economic trade sanctions and policies, and the possibility of proceedings or
investigation that result in fines, penalties or sanctions; 17) adverse
developments with respect to customer financing or extended payment terms we
provide to customers; 18) 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; 19) our actual or anticipated performance,
among other factors, which could reduce our ability to utilize deferred tax
assets; 20) our ability to retain, motivate, develop and recruit appropriately
skilled employees; 21) disruptions to our manufacturing, service creation,
delivery, logistics and supply chain processes, and the risks related to our
geographically-concentrated production sites; 22) the impact of litigation,
arbitration, agreement-related disputes or product liability allegations
associated with our business; 23) our ability to optimize our capital structure
as planned and re-establish our investment grade credit rating or otherwise
improve our credit ratings; 24) our ability to achieve targeted benefits from or
successfully implement planned transactions, as well as the liabilities related
thereto; 25) our involvement in joint ventures and jointly-managed companies;
26) the carrying amount of our goodwill may not be recoverable; 27) uncertainty
related to the amount of dividends and equity return we are able to distribute
to shareholders for each financial period; 28) pension costs, employee fund-
related costs, and healthcare costs; and 29) risks related to undersea
infrastructure, as well as the risk factors specified on pages 69 to 87 of our
annual report on Form 20-F filed on April 1, 2016 under "Operating and financial
review and prospects-Risk factors", and in Nokia's 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
Nokia is a global leader in creating the technologies at the heart of our
connected 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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