Nokia - Company Announcement

Nokia Board of Directors approves the Nokia Equity Program 2010

Nokia Corporation                                                               
Stock Exchange Release                                                          
January 28, 2010 at 13:25 (CET +1)                                              

Nokia Board of Directors approves the Nokia Equity Program 2010                 

Espoo, Finland - Nokia announced today that Nokia's Board of Directors has      
approved the Nokia Equity Program 2010, which, following previous years'        
practice, has the below structure:                                              

- Performance Shares - offered as the main equity-based incentive to            
approximately 4 500 employees;                                                  
- Stock options - used in conjunction with performance shares on a limited basis
for senior managers; and                                                        
- Restricted Shares - granted on a highly selective basis to high potential and 
critical employees.                                                             

The Equity Program 2010, like Nokia equity programs of previous years, will     
focus on attracting, retaining and motivating critical talent.  Similarly, it   
intends to align the potential value received by the participants directly with 
the long-term performance of the Company, thus aligning the participants'       
interests also with Nokia shareholders' interests.  Nokia's balanced approach   
and use of the performance-based plan as the main long-term incentive vehicle   
effectively contribute to the long-term value sustainability of the Company and 
ensure that compensation is based on performance.                               

Under the Nokia Performance Share Plan 2010, Nokia shares will be delivered     
provided that the Company's performance reaches at least one of the required    
threshold levels measured by two independent performance criteria. The          
performance criteria are as follows:                                            
--------------------------------------------------------------------------------
| Performance Criteria                                 | Threshold | Maximum   |
--------------------------------------------------------------------------------
| Average annual net sales growth during the           |        0% |     13.5% |
| performance period                                   |           |           |
--------------------------------------------------------------------------------
| Earnings per share (EPS) (diluted, non-IFRS) in 2012 | EUR 0.82  |  EUR 1.44 |
|                                                      |           |           |
--------------------------------------------------------------------------------
The Performance Share Plan 2010 has a three-year performance period (2010-2012).
The grant of Performance Shares in 2010 may result in an aggregate maximum      
payout of 17 million Nokia shares, should the maximum level for both performance
criteria be met.                                                                
As part of the Nokia Equity Program 2010, stock options will be granted under   
Nokia Stock Option Plan 2007 approved by the Annual General Meeting 2007. The   
total size of Nokia Stock Option Plan 2007 is 20 million stock options, which   
can be granted until December 31, 2010.   The planned maximum number of stock   
options to be granted during 2010 is 8 million.                                 
The Resticted Share Plan 2010 has a three-year restriction period (2010 - 2012).
The grant of Restricted Shares in 2010 may result in an aggregate maximum payout
of 6 million Nokia shares.                                                      
As of December 31, 2009, the total maximum dilution effect of Nokia's equity    
incentives currently outstanding, assuming that the performance shares are      
delivered at maximum level, is approximately 1.6%. The potential maximum effect 
of the Nokia Equity Program 2010 will be approximately another 0.8%.            
Policy on the recoupment of equity gains                                        

The Board of Directors has approved a policy allowing for the recoupment of     
equity gains realized by Group Executive Board members under Nokia equity plans 
in case of a financial restatement caused by an act of fraud or intentional     
misconduct.  This policy will apply to equity grants made to Group Executive    
Board members after January 1, 2010.                                            

Settlements under various Nokia equity plans                                    

There will be no settlement under the Performance Share Plan 2007 as neither of 
the threshold performance criteria of EPS and Average Annual Net Sales Growth of
this plan were met.                                                             

To fulfill the Company's obligations under two other, more limited equity-based 
incentive plans, Nokia's Board of Directors has resolved to issue a total amount
of 930 000 Nokia shares (NOK1V) held by the Company to settle its obligations to
approximately 400 participants, employees of the Nokia Group.                   

FORWARD-LOOKING STATEMENTS                                                      
It should be noted that certain statements herein which are not historical      
facts, including, without limitation, those regarding: A) the timing of product,
services and solution deliveries; B) our ability to develop, implement and      
commercialize new products, services, solutions and technologies; C) our ability
to develop and grow our consumer Internet services business; D) expectations    
regarding market developments and structural changes; E) expectations regarding 
our mobile device volumes, market share, prices and margins; F) expectations and
targets for our results of operations; G) the outcome of pending and threatened 
litigation; H) expectations regarding the successful completion of contemplated 
acquisitions on a timely basis and our ability to achieve the set targets upon  
the completion of such acquisitions; and I) statements preceded by "believe,""expect,""anticipate,""foresee,""target,""estimate,""designed,""plans,""will" or similar expressions are forward-looking statements. 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) the deteriorating global economic conditions and related     
financial crisis and their impact on us, our customers and end-users of our     
products, services and solutions, our suppliers and collaborative partners; 2)  
the development of the mobile and fixed communications industry, as well as the 
growth and profitability of the new market segments that we target and our      
ability to successfully develop or acquire and market products, services and    
solutions in those segments; 3) the intensity of competition in the mobile and  
fixed communications industry and our ability to maintain or improve our market 
position or respond successfully to changes in the competitive landscape; 4)    
competitiveness of our product, services and solutions portfolio; 5) our ability
to successfully manage costs; 6) exchange rate fluctuations, including, in      
particular, fluctuations between the euro, which is our reporting currency, and 
the US dollar, the Japanese yen, the Chinese yuan and the UK pound sterling, as 
well as certain other currencies; 7) the success, financial condition and       
performance of our suppliers, collaboration partners and customers; 8) our      
ability to source sufficient amounts of fully functional components,            
sub-assemblies, software and content without interruption and at acceptable     
prices; 9) the impact of changes in technology and our ability to develop or    
otherwise acquire and timely and successfully commercialize complex technologies
as required by the market; 10) the occurrence of any actual or even alleged     
defects or other quality, safety or security issues in our products, services   
and solutions; 11) the impact of changes in government policies, trade policies,
laws or regulations or political turmoil in countries where we do business; 12) 
our success in collaboration arrangements with others relating to development of
technologies or new products, services and solutions; 13) our ability to manage 
efficiently our manufacturing and logistics, as well as to ensure the quality,  
safety, security and timely delivery of our products, services and solutions;   
14) inventory management risks resulting from shifts in market demand; 15) our  
ability to protect the complex 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, services and solutions; 16) our  
ability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented,  
standardized or proprietary technologies from third-party infringement or       
actions to invalidate the intellectual property rights of these technologies;   
17) any disruption to information technology systems and networks that our      
operations rely on; 18) developments under large, multi-year contracts or in    
relation to major customers; 19) the management of our customer financing       
exposure; 20) our ability to retain, motivate, develop and recruit appropriately
skilled employees; 21) whether, as a result of investigations into alleged      
violations of law by some former employees of Siemens AG ("Siemens"), government
authorities or others take further actions against Siemens and/or its employees 
that may involve and affect the carrier-related assets and employees transferred
by Siemens to Nokia Siemens Networks, or there may be undetected additional     
violations that may have occurred prior to the transfer, or violations that may 
have occurred after the transfer, of such assets and employees that could result
in additional actions by government authorities; 22) any impairment of Nokia    
Siemens Networks customer relationships resulting from the ongoing government   
investigations involving the Siemens carrier-related operations transferred to  
Nokia Siemens Networks; 23) unfavorable outcome of litigations; 24) allegations 
of possible health risks from electromagnetic fields generated by base stations 
and mobile devices and lawsuits related to them, regardless of merit; as well as
the risk factors specified on pages 11-28 of Nokia's annual report on Form 20-F 
for the year ended December 31, 2008 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. 

Media and Investor Contacts:                                                    
Nokia                                                                           
Corporate Communications                                                        
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Investor Relations Europe                                                       
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