Nokia - Company Announcement

Nokia Corporation to repurchase own shares in line with its capital structure optimization program

Nokia Corporation
Stock Exchange Release
November 15, 2016 at 09:05 (CET +1)

Nokia Corporation to repurchase own shares in line with its capital structure
optimization program

Espoo, Finland - In line with the EUR 7 billion capital structure optimization
program announced earlier, the Nokia Board of Directors has resolved to commence
a share repurchase program (the "Program") under the authorization granted by
the Nokia Annual General Meeting on June 16, 2016 (the "AGM").

The Board has resolved to repurchase a maximum of 575 million Nokia shares up to
an equivalent of EUR 1 billion.

The shares may be repurchased by way of a directed repurchase from sellers in
marketplaces where the rules allow companies to trade with their own shares. The
purchase price will be based on the current market price of Nokia shares in such
marketplaces. The volumes to be repurchased may not exceed 25% of the daily
average volume of the shares on the marketplace where the purchase is carried
out. The daily average volume is based on the daily average volume traded during
the month preceding the month of this disclosure.

Under the Program the shares may be repurchased for the purposes of either
optimizing the capital structure of Nokia by way of reducing the number of the
shares of the company or for the purposes of meeting obligations arising from
share-based incentive plans for employees of Nokia or of its associated
companies.

The repurchases will commence at the earliest after Nokia's Capital Markets Day
organized on November 15, 2016. The Program and the current authorization
granted by the AGM are valid until December 16, 2017.



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



Media Enquiries:

Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com



RISKS AND 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 and cost
savings in relation to the acquisition of Alcatel Lucent announced on April
15, 2015 and closed in early 2016; 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 our management and other leadership, operational structure
and operating model; E) expectations regarding market developments, general
economic conditions and structural changes; F) expectations and targets
regarding financial performance, results, operating and interest 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, capital expenditures, 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, including the implications of the
legal action brought against the French stock market authority's (Autorité des
marchés financiers) clearance decision on Nokia's public buy-out offer followed
by a squeeze-out; 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 the 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
such 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 or correctly identify or successfully pursue business opportunities or
growth; 2) our ability to achieve the anticipated business and operational
benefits and synergies from the Alcatel Lucent transaction, including our
ability to integrate Alcatel Lucent into our operations and within the timeframe
targeted, and our ability to implement our organization and operational
structure efficiently; 3) the outcome of the decision by the French Court of
Appeal in relation to the clearance decision of Nokia's public buy-out offer and
squeeze-out; 4) our dependence on general economic and market conditions and
other developments in the economies where we operate; 5) our dependence on the
development of the industries in which we operate, including the cyclicality and
variability of the telecommunications industry; 6) our 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 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; 8) our dependence
on a limited number of customers and large multi-year agreements; 9) Nokia
Technologies' ability to maintain and establish new sources of patent and
intellectual property licensing income and IPR-related revenues, particularly in
the smartphone market; 10) 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;
11) 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; 12) our reliance on third-
party solutions for data storage and the distribution of products and services,
which expose us to risks relating to security, regulation and cybersecurity
breaches; 13) Nokia Technologies' ability to generate net sales and
profitability through licensing of the Nokia brand, the development and sales of
products and services, as well as other business ventures which may not
materialize as planned, including in the areas of Digital Health and Digital
Media; 14) our exposure to legislative frameworks and jurisdictions that
regulate fraud, economic trade sanctions and policies, and Alcatel Lucent's
previous and current involvement in anti-corruption allegations; 15) 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; 16) our actual or anticipated performance, among other factors, which
could reduce our ability to utilize deferred tax assets; 17) our ability to
retain, motivate, develop and recruit appropriately skilled employees; 18) our
ability to manage our manufacturing, service creation, delivery, logistics and
supply chain processes, and the risk related to our geographically concentrated
production sites; 19) the impact of unfavorable outcome of litigation,
arbitration, agreement-related disputes or allegations of product liability
associated with our businesses; 20) exchange rate fluctuations, as well as
hedging activities; 21) inefficiencies, breaches, malfunctions or disruptions of
information technology systems; 22) our ability to optimize our capital
structure as planned, including completing intended share repurchases, and to
re-establish our investment grade credit rating or otherwise improve our credit
ratings; 23) uncertainty related to the amount of dividends and equity return we
are able to distribute to shareholders for each financial period; 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 or failures to create planned joint
ventures; 26) performance failures by our partners or failure to agree to
partnering arrangements with third parties; 27) our ability to manage and
improve our financial and operating performance, cost savings, competitiveness
and synergy benefits after the acquisition of Alcatel Lucent; 28) adverse
developments with respect to customer financing or extended payment terms we
provide to customers; 29) the carrying amount of our goodwill may not be
recoverable; 30) risks related to undersea infrastructure; 31) unexpected
liabilities with respect to pension plans, insurance matters and employees; and
32) unexpected liabilities or issues with respect to the acquisition of Alcatel
Lucent, including pension, postretirement, health and life insurance and other
employee liabilities or higher than expected transaction costs 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", as well as 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.


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