Published:

2009-01-23 14:00:00 CET

Registered:

2009-01-23 14:00:01 CET

REGULATED INFORMATION

Finnish

English

Nokia - Notice to general meeting

Notice to the Annual General Meeting

Nokia Corporation
Stock exchange release
January 23, 2009 at 15.00 (CET +1)

Notice to the Annual General Meeting

Espoo, Finland - Notice is given to the shareholders of Nokia Corporation (the "Company") to the Annual General Meeting to be held on Thursday, April 23, 2009
at 3:00 p.m. at Helsinki Fair Centre, Amfi Hall, Messuaukio 1, Helsinki,
Finland. The reception of persons who have registered for the Meeting will
commence at 2:00 p.m.
A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Matters of order for the Meeting

3. Election of the persons to confirm the minutes and to verify the counting of
votes

4. Recording the legal convening of the Meeting and quorum

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the Annual Accounts 2008, the report of the Board of
Directors and the Auditor's report for the year 2008

- Review by the CEO

7. Adoption of the Annual Accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board proposes to the Annual General Meeting a dividend of EUR 0.40 per
share for the fiscal year 2008. The dividend will be paid to shareholders
registered in the Register of Shareholders held by Finnish Central Securities
Depository Ltd on the record date, April 28, 2009. The Board proposes that the
dividend be paid on or about May 13, 2009.

9. Resolution on the discharge of the members of the Board of Directors and the
President from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the remuneration payable to the members of the Board to be
elected at the Annual General Meeting for the term until the close of the Annual
General Meeting in 2010 be unchanged from 2008 as follows: EUR 440 000 for the
Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member. In
addition, the Committee proposes that the Chairman of the Audit Committee and
Chairman of the Personnel Committee will each receive an additional annual fee
of EUR 25 000, and other members of the Audit Committee an additional annual fee
of EUR 10 000 each. The Corporate Governance and Nomination Committee proposes
that approximately 40 % of the remuneration be paid in Nokia shares purchased
from the market.

11. Resolution on the number of members of the Board of Directors

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the number of Board members be eleven.

12. Election of members of the Board of Directors

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that all current Board members be re-elected for the term until
the close of the Annual General Meeting in 2010: Georg Ehrnrooth, Lalita D.
Gupte, Bengt Holmström, Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson,
Jorma Ollila, Marjorie Scardino, Risto Siilasmaa and Keijo Suila. The Committee
also proposes that Isabel Marey-Semper be elected as new member of the Board for
the same term.

Ms. Marey-Semper is Chief Financial Officer, EVP responsible for Strategy at PSA
Peugeot Citroën. With PhD in neuropharmacology and MBA as educational
background, she has a diverse working experience, including Chief Operating
Officer of the Intellectual Property and Licensing Business Units of Thomson and
Vice President, Corporate Planning of Saint-Gobain.

13. Resolution on the remuneration of the Auditor

The Board's Audit Committee proposes to the Annual General Meeting that the
external auditor to be elected at the Annual General Meeting be reimbursed
according to the auditor's invoice, and in compliance with the purchase policy
approved by the Audit Committee.

14. Election of Auditor

The Board's Audit Committee proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy be re-elected as the Company's auditor for the fiscal
year 2009.

15. Authorizing the Board of Directors to resolve to repurchase the Company's
own shares

The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 360 million Nokia shares by using funds in
the unrestricted shareholders' equity. Repurchases will reduce funds available
for distribution of profits. The shares may be repurchased in order to develop
the capital structure of the Company, to finance or carry out acquisitions or
other arrangements, to settle the Company's equity-based incentive plans, to be
transferred for other purposes, or to be cancelled.

The shares can be repurchased either
a) through a tender offer made to all the shareholders on equal terms; or
b) through public trading and on such stock exchanges the rules of which allow
the purchases. In this case the shares would be repurchased in another
proportion than that of the current shareholders.

It is proposed that the authorization be effective until June 30, 2010 and the
authorization is proposed to terminate the authorization resolved by the Annual
General Meeting on May 8, 2008.

16. Closing of the Meeting

B. Documents of the Annual General Meeting

The proposals of the Board of Directors and its Committees relating to the
agenda of the Annual General Meeting as well as this notice are available on the
Company's website at www.nokia.com/agm. The document Nokia in 2008 which
includes the Company's annual accounts, the review of the Board of Directors and
the auditor's report, is scheduled to be available on the above-mentioned
website on week 12. The proposals of the Board of Directors and the annual
accounts are also available at the Meeting. Copies of these documents and of
this notice will be sent to shareholders upon request.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on April 9, 2009 in the Register of
Shareholders of the Company held by Finnish Central Securities Depository Ltd.,
has the right to participate in the Annual General Meeting. A shareholder, whose
shares are registered on his/her personal book-entry account, is registered in
the Register of Shareholders of the Company. A shareholder, who wants to
participate in the Annual General Meeting, shall register for the Meeting by
giving a prior notice of participation no later than April 17 at 4:00 p.m.
(Finnish time) by which time the registration needs to arrive in the Company.
Such notice can be given:

a) through Nokia's website at www.nokia.com/agm (available only for directly
registered shareholders);
b) by telephone to +358 7180 34700 from Monday to Friday at 10:00 a.m. - 4:00
p.m. (Finnish time).
c) by telefax to +358 7180 38984; or
d) by letter to the Registry of Shareholders, Nokia Corporation, P.O. Box 226,
Fl-00045 NOKIA GROUP.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant.

Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the Meeting.

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the Annual General
Meeting. Possible proxy documents should be delivered in originals to Nokia's
Registry of Shareholders before the last date for registration.

3. Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in the Annual
General Meeting, must be entered into the Register of Shareholders of the
Company on April 9, 2009 the record date of the Meeting. A holder of nominee
registered shares is advised to request necessary instructions regarding the
registration in the Register of Shareholders of the Company, the issuing of
proxy documents and registration for the Annual General Meeting from his/her
custodian bank. Further information on these matters can also be found on the
Company's website www.nokia.com/agm.

4. Other instructions and information

On the date of this notice to the Annual General Meeting January 22, 2009 the
total number of shares in Nokia Corporation is 3 800 948 552 shares and the
total number of votes in Nokia Corporation is
3 800 948 552 votes.

The Meeting will be conducted in Finnish, and simultaneous translation will be
available into Swedish and English.

Espoo, January 22, 2009

BOARD OF DIRECTORS

Media and Investor Enquiries:

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

Investor Relations Europe
Tel. +358 7180 34289

Investor Relations US
Tel. +1 914 368 0555