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2014-04-29

NOKIA: Nokia Board of Directors convenes Annual General Meeting 2014; Ordinary dividend of EUR 0.11 per share and special dividend of EUR 0.26 proposed for 201

Nokia Corporation

Stock Exchange Release
April 29, 2014 at 8.30 am (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors has
resolved to convene the Annual General Meeting on June 17, 2014 and that the
Board and its Committees submit the below proposals to the Annual General
Meeting.

* Proposal to pay an ordinary dividend of EUR 0.11 per share and a special
dividend of EUR 0.26 per share
* Proposals on the Board composition and remuneration
* Proposals to authorize the Board to repurchase and issue shares
* Proposals on the re-election of the external auditor and auditor's
remuneration

Proposal on the payment of dividend

The Board proposes to the Annual General Meeting that an ordinary dividend of
EUR 0.11 per share be paid for the fiscal year 2013. In addition the Board
proposes that in line with the capital structure optimization program decided
by the Board a special dividend of EUR 0.26 per share be paid. The
ex-dividend date would be June 18, 2014, the record date June 23, 2014 and
the payment date on or about July 3, 2014.

Proposals on Board composition and remuneration

Henning Kagermann and Helge Lund have informed that they will no longer be
available for re-election to the Nokia Board of Directors after the Annual
General Meeting. Mr. Kagermann has been a Nokia Board member since 2007 and
Mr. Lund since 2011.

The Board's Corporate Governance and Nomination Committee proposes to the
Annual General Meeting that the number of Board members be nine (9) 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
2015: Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Mårten Mickos,
Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee proposes that Vivek Badrinath, Deputy CEO of Accor,
and Dennis Strigl, Retired CEO of Verizon Wireless and Author and Consultant,
be elected as members of the Nokia Board of Directors for the same term.

Additional information about the Board member candidates will be available in
the Committee proposal which will be published simultaneously with the notice
of the Annual General Meeting.

The Corporate Governance and Nomination Committee will propose in the assembly
meeting of the new Board of Directors after the Annual General Meeting on
June 17, 2014 that Risto Siilasmaa be elected as Chairman of the Board and
Jouko Karvinen as Vice Chairman of the Board, subject to their election to
the Board of Directors.

As to the Board remuneration, the Corporate Governance and Nomination
Committee proposes that the annual fee payable to the Board members elected
at the Annual General Meeting on June 17, 2014 for a term ending at the
Annual General Meeting in 2015, remains at the same level as during the past
six years as follows: EUR 440 000 for the Chairman, EUR 150 000 for the Vice
Chairman, and EUR 130 000 for each member; EUR 25 000 for the Chairman of the
Audit Committee and the Chairman of the Personnel Committee as an additional
annual fee; and EUR 10 000 for each member of the Audit Committee as an
additional annual fee. Further, the Corporate Governance and Nomination
Committee proposes that, in line with the Company's Corporate Governance
Guidelines, approximately 40% of the remuneration be paid in Nokia shares
purchased from the market, or alternatively by using own shares held by the
Company. The shares shall be retained until the end of the Board membership
in line with the current Nokia policy (except for those shares needed to
offset any costs relating to the acquisition of the shares, including taxes).

Proposal to authorize the Board to repurchase shares

In line with the capital optimization program announced today the Board
proposes that the Annual General Meeting authorizes the Board to resolve to
repurchase a maximum of 370 million Nokia shares. The proposed amount of
shares represents less than 10% of all the shares of the Company. The shares
may be repurchased under the proposed authorization in order to optimize the
capital structure of the Company and are expected to be cancelled. In
addition, shares may be repurchased in order to finance or carry out
acquisitions or other arrangements, to settle the Company's equity-based
incentive plans, or to be transferred for other purposes.The shares may be
repurchased in the open market, in privately negotiated transactions, through
the use of derivative instruments, or through a tender offer made to all
shareholders on equal terms. The authorization would be effective until
December 17, 2015 and terminate the current authorization granted by the
Annual General Meeting on May 7, 2013. The Nokia Board plans to commence the
repurchases following the publication of the Company's interim report for the
second quarter of 2014.

Proposal to authorize the Board to issue shares

The Board also proposes that the Annual General Meeting authorize the Board to
resolve to issue a maximum of 740 million shares through issuance of shares
or special rights entitling to shares in one or more issues. The Board
proposes that it may issue either new shares or shares held by the Company.
The Board proposes that 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 proposed
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 in deviation from the shareholders' pre-emptive
rights. The authorization would be effective until December 17, 2015 and
terminate the current authorization granted by the Annual General Meeting on
May 7, 2013. This is a change from Nokia's previous practice in which the
share issuance authorization was sought for the Board for a three-year
period.

Proposals on election of external auditor and remuneration

In addition, the Board's Audit Committee proposes to the Annual General
Meeting that PricewaterhouseCoopers Oy be re-elected as the Company's
auditor, and that the auditor be reimbursed based on 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.company.nokia.com/agm on or about April
30, 2014.

FORWARD LOOKING STATEMENTS

It should be noted that Nokia and its business 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) expectations, plans or benefits related to Nokia's new
strategy; B) expectations, plans or benefits related to future performance of
Nokia's continuing businesses Networks, HERE and Technologies; C)
expectations, plans or benefits related to changes in leadership and
operational structure; D) expectations regarding market developments, general
economic conditions and structural changes; E) expectations and targets
regarding performance, including those related to market share, prices, net
sales and margins; F) the timing of the deliveries of our products and
services; G) expectations and targets regarding our financial performance,
cost savings and competitiveness as well as results of operations; H)
expectations and targets regarding collaboration and partnering arrangements;
I) the outcome of pending and threatened litigation, disputes, regulatory
proceedings or investigations by authorities; 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, including any expectations, plans or benefits
related to or caused by the transaction announced on September 3, 2013 where
Nokia sold substantially all of Nokia's Devices&Services business to
Microsoft on April 25, 2014 ("Sale of the D&S Business"); 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 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
these differences include, but are not limited to: 1) our ability to execute
our new strategy successfully and in a timely manner, and our ability to
successfully adjust our operations; 2) our ability to sustain or improve the
operational and financial performance of our continuing businesses and
correctly identify business opportunities or successfully pursue new business
opportunities; 3) our ability to execute Networks' strategy and effectively,
profitably and timely adapt its business and operations to the increasingly
diverse needs of its customers and technological developments; 4) our ability
within our Networks business to effectively and profitably invest in and
timely introduce new competitive high-quality products, services, upgrades
and technologies; 5) our ability to invent new relevant technologies,
products and services, to develop and maintain our intellectual property
portfolio and to maintain the existing sources of intellectual property
related revenue and establish new such sources; 6) 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; 7) our ability within our HERE business to maintain
current sources of revenue, historically derived mainly from the automotive
industry, create new sources of revenue, establish a successful
location-based platform and extend our location-based services across devices
and operating systems; 8) effects of impairments or charges to carrying
values of assets, including goodwill, or liabilities; 9) our dependence on
the development of the mobile and communications industry in numerous diverse
markets, as well as on general economic conditions globally and regionally;
10) our Networks business' dependence on a limited number of customers and
large, multi-year contracts; 11) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 12) the potential complex tax issues
and obligations we may face, including the obliga...

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