Nokia - Decisions of general meeting

Resolutions of Nokia Annual General Meeting 2010

Nokia Corporation
Stock Exchange Release
May 6, 2010 at 19.35 (CET +1)

Resolutions of Nokia Annual General Meeting 2010

Dividend of EUR 0.40 per share; Board and Committee members elected

Helsinki, Finland -The Annual General Meeting of Nokia Corporation held on May
6, 2010 (the AGM) resolved to distribute a dividend of EUR 0.40 per share for
2009. The dividend ex-date is May 7, 2010 and the record date May 11, 2010. The
dividend will be paid on or around May 25, 2010. 

Board and Committee members elected

The AGM resolved to elect ten members to the Board. The following members of
the Nokia Board were re-elected for a term until the close of the Annual
General Meeting in 2011: Lalita D. Gupte, Dr. Bengt Holmström, Prof. Dr.
Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Isabel Marey-Semper,
Jorma Ollila, Dame Marjorie Scardino, Risto Siilasmaa and Keijo Suila. 

In its assembly meeting, the Board of Directors elected Jorma Ollila as
Chairman of the Board, and Dame Marjorie Scardino as Vice Chairman of the
Board. 

The Board of Directors also elected the members of the Board Committees. Per
Karlsson was elected Chairman and Henning Kagermann, Marjorie Scardino and
Keijo Suila as members of the Personnel Committee. Risto Siilasmaa was elected
as Chairman and Lalita D. Gupte and Isabel Marey-Semper as members of the Audit
Committee. Marjorie Scardino was elected as Chairman and Per Karlsson and Risto
Siilasmaa as members of the Corporate Governance and Nomination Committee. 

The AGM resolved the following annual fees to be paid to the members of the
Board of Directors for the term until the close of the Annual General Meeting
in 2011: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and
EUR 130 000 for each member. In addition, the AGM resolved that the chairmen of
the Audit Committee and the Personnel Committee will each be paid 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 AGM also resolved, in line with
the past practice, that approximately 40% of the remuneration will be paid in
Nokia 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). 

Other resolutions of the Annual General Meeting

The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokia
for the fiscal period 2010. 
The AGM resolved to amend the Articles of Association of the Company by
amending the object of Company and the provisions on the publication of the
notice to the General Meeting. 

The AGM authorized the Board of Directors to resolve to repurchase a maximum of
360 million Nokia shares. 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 is effective until June
30, 2011. 
The AGM also authorized the Board of Directors to issue a maximum of 740
million shares through issuance of shares or special rights entitling to shares
in one or more issues. The authorization may be used to develop the Company's
capital structure, diversify the shareholder base, finance or carry out
acquisitions or other arrangements, settle the Company's equity-based incentive
plans, or for other purposes resolved by the Board. The authorization includes
the right for the Board to resolve on all the terms and conditions of the
issuance of shares and special rights entitling to shares, including issuance
of shares or special rights in deviation from the shareholders' pre-emptive
rights. The authorization is effective until June 30, 2013. 

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 timing of the deliveries of our products and services and
their combinations; B) our ability to develop, implement and commercialize new
technologies, products and services and their combinations; C) expectations
regarding market developments and structural changes; D) expectations and
targets regarding our industry volumes, market share, prices, net sales and
margins of products and services and their combinations; E) expectations and
targets regarding our operational priorities and results of operations; F) the
outcome of pending and threatened litigation; G) 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 H) 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) the
competitiveness and quality of our portfolio of products and services and their
combinations; 2) our ability to timely and successfully develop or otherwise
acquire the appropriate technologies and commercialize them as new advanced
products and services and their combinations, including our ability to attract
application developers and content providers to develop applications and
provide content for use in our devices; 3) our ability to effectively, timely
and profitably adapt our business and operations to the requirements of the
converged mobile device market and the services market; 4) 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; 5) the occurrence of any actual or even alleged
defects or other quality, safety or security issues in our products and
services and their combinations; 6) the development of the mobile and fixed
communications industry and general economic conditions globally and
regionally; 7) our ability to successfully manage costs; 8) 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; 9) the success, financial condition
and performance of our suppliers, collaboration partners and customers; 10) our
ability to source sufficient amounts of fully functional components,
sub-assemblies, software, applications and content without interruption and at
acceptable prices and quality; 11) our success in collaboration arrangements
with third parties relating to the development of new technologies, products
and services, including applications and content; 12) our ability to manage
efficiently our manufacturing and logistics, as well as to ensure the quality,
safety, security and timely delivery of our products and services and their
combinations; 13) our ability to manage our inventory and timely adapt our
supply to meet changing demands for our products; 14) 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 and services and their combinations; 15) 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;
16) 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; 17) any disruption to information technology
systems and networks that our operations rely on; 18) our ability to retain,
motivate, develop and recruit appropriately skilled employees; 19) unfavorable
outcome of litigations; 20) allegations of possible health risks from
electromagnetic fields generated by base stations and mobile devices and
lawsuits related to them, regardless of merit; 21) our ability to achieve
targeted costs reductions and increase profitability in Nokia Siemens Networks
and to effectively and timely execute related restructuring measures; 22)
developments under large, multi-year contracts or in relation to major
customers in the networks infrastructure and related services business; 23) the
management of our customer financing exposure, particularly in the networks
infrastructure and related services business; 24) whether ongoing or any
additional governmental investigations into alleged violations of law by some
former employees of Siemens AG ("Siemens") may involve and affect the
carrier-related assets and employees transferred by Siemens to Nokia Siemens
Networks; 25) 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 11-32 of Nokia's annual report
Form 20-F for the year ended December 31, 2009 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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