Nokia - Notice to general meeting

Nokia Board of Directors convenes Annual General Meeting 2012

Dividend of EUR 0.20 per share will be proposed for 2011



Nokia Corporation

Stock Exchange Release

January 26, 2012 at 13.25 (CET +1)



Espoo, Finland - Nokia announced today that its Board of Directors has resolved
to convene the Annual General Meeting on May 3, 2012 and that the Board and its
Committees will submit the below proposals to the Annual General Meeting. 



- Proposal to pay a dividend of EUR 0.20 per share

- Proposals on the Board composition and remuneration

- Proposal to authorize the Board to repurchase shares to maintain flexibility
but with no current plans to repurchase shares in 2012 

- Proposal to re-elect the external auditor



Proposal to pay a dividend

The Board will propose to the Annual General Meeting that a dividend of EUR
0.20 per share be paid for the fiscal year 2011. The ex-dividend date would be
May 4, 2012, the record date May 8, 2012 and the payment date on or about May
23, 2012. 



Proposals on Board composition and remuneration

Nokia Board Chairman Jorma Ollila and Nokia Board members Bengt Holmström and
Per Karlsson have informed that they will no longer be available to serve on
the Nokia Board of Directors after the Annual General Meeting. Mr Ollila joined
Nokia in 1985 and served as the President and CEO of the company 1992-1999 and
Chairman and CEO 1999-2006. He has been Nokia Board member since 1995 and the
Chairman of the Board since 1999. Mr. Holmström has been Nokia Board member
since 1999 and Mr Karlsson has been Nokia Board member since 2002. 



The Board's Corporate Governance and Nomination Committee will propose to the
Annual General Meeting that the number of Board members be eleven (11) 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 2013:
Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Isabel
Marey-Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh. 



In addition, the Committee will propose that Bruce Brown, Chief Technology
Officer, Procter & Gamble Company, Mårten Mickos, CEO of Eucalyptus Systems,
Inc., and Elizabeth Nelson, Independent Corporate Advisor, be elected to Nokia
Board of Directors for the same term. 



Additional information about the Board member candidates will be available in
the Committee proposal scheduled to be published on February 1, 2012. 



The Corporate Governance and Nomination Committee will propose in the assembly
meeting of the new Board of Directors after the Annual General Meeting on May
3, 2012 that Risto Siilasmaa be elected as Chairman of the Board and Dame
Marjorie Scardino as Vice Chairman of the Board. 



As to the Board remuneration, the Corporate Governance and Nomination Committee
will propose that the annual fee payable to the Board members elected at the
Annual General Meeting on May 3, 2012 for a term ending at the Annual General
Meeting in 2013 to remain at the same level than during the past four years:
EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130
000 for each member, excluding the President and CEO of Nokia if re-elected to
the Nokia Board; for the Chairman of the Audit Committee and the Chairman of
the Personnel Committee an additional annual fee of EUR 25 000; and for each
member of the Audit Committee an additional annual fee of EUR 10 000. Further,
the Corporate Governance and Nomination Committee will propose that, as in the
past, approximately 40% of the remuneration be paid in Nokia Corporation shares
purchased from the market, which shares shall be retained until the end of the
board membership in line with the Nokia policy (except for those shares needed
to offset any costs relating to the acquisition of the shares, including
taxes). 



Proposals to authorize the Board to repurchase shares

The Board will propose that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 360 million Nokia shares. The proposed
maximum number of shares is the same as in the Board's current share repurchase
authorization and it represents less than 10 % of all the shares of the
Company. The shares may be repurchased in order to develop the capital
structure of the Company, finance or carry out acquisitions or other
arrangements, settle the Company's equity-based incentive plans, be transferred
for other purposes, or be cancelled. The shares may be repurchased either
through a tender offer made to all shareholders on equal terms, or through
public trading from the stock market. The authorization would be effective
until June 30, 2013 and terminate the current authorization granted by the
Annual General Meeting on May 3, 2011. 



The repurchase authorization is proposed to maintain flexibility, but the Board
has no current plans for repurchases during 2012. 



Election of external auditor

In addition, the Board's Audit Committee will propose to the Annual General
Meeting that PricewaterhouseCoopers Oy be re-elected as the Company's auditor,
and that the auditor be reimbursed according to 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.nokia.com/agm  on February 1, 2012. 



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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