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2014-04-30

NOKIA: Notice of the Annual General Meeting of Nokia Corporation

Nokia Corporation

Stock Exchange Release
April 30, 2014 at 8.00 am (CET +1)

Notice is given to the shareholders of Nokia Corporation (the "Company") of
the Annual General Meeting to be held on Tuesday, June 17, 2014 at 2:00 p.m.
at Helsinki Exhibition&Convention Centre, Amfi Hall, Messuaukio 1, Helsinki,
Finland. The reception of persons who have registered for the Meeting will
commence at 12:30 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, the review by the Board of Directors
and the Auditor's report for the year 2013

- Review by the President and 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 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 aggregate
dividend would be paid to shareholders registered in the Register of
Shareholders of the Company on the record date of the dividend payment, June
23, 2014. The Board proposes that the dividend will be paid on or about July
3, 2014.

9. Resolution on the discharge of the members of the Board of Directors and
the President and CEO 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 annual fee payable to the Board members
elected at the same meeting for a term ending at the Annual General Meeting
in 2015 remain at the same level as it has been for the past six years: 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 the 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 per cent
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 director's Board membership in line with the
current Nokia policy (except for the shares needed to offset any costs
relating to the acquisition of the shares, including taxes).

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 nine.

12. Election of members of the Board of Directors

The Board's Corporate Governance and Nomination Committee proposes to the
Annual General Meeting that the following current Nokia Board members be
re-elected as members of the Board 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 and Dennis Strigl be elected as a new
member of the Board for the same term.

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
based on the invoice of the auditor 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 auditor of the Company for the
fiscal year 2014.

15. Authorization to 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 370 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 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 either

a) through a tender offer made to all the shareholders on equal terms; or

b) in marketplaces by repurchasing the shares in another proportion than that
of the current shareholders.

It is proposed that the authorization be effective until December 17, 2015 and
terminate the corresponding authorization granted by the Annual General
Meeting on May 7, 2013.

16. Authorization to the Board of Directors to resolve on the issuance of
shares and special rights entitling to shares

The Board proposes that the Annual General Meeting authorize the Board to
resolve to issue in total a maximum of 740 million shares through issuance of
shares or special rights entitling to shares under Chapter 10, Section 1 of
the Finnish Limited Liability Companies Act in one or more issues during the
effective period of the authorization. The Board 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.

It is proposed that the authorization includes the right for the Board to
resolve on all the terms and conditions of the issuance of shares and such
special rights, including to whom shares or special rights may be issued as
well as the consideration to be paid. The authorization thereby includes the
right to deviate from the shareholders' pre-emptive rights within the limits
set by law.

It is proposed that the authorization be effective until December 17, 2015 and
terminate the corresponding authorization granted by the Annual General
Meeting on May 7, 2013.

17. 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.company.nokia.com/agm. The "Nokia in 2013"
publication, which includes the Company's Annual Accounts, the review by the
Board of Directors and the auditor's report, is also available on the
above-mentioned website. The proposals of the Board of Directors and the
Annual Accounts will also be 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 on June 5, 2014 is registered in the Register of
Shareholders of the Company, has the right to participate in the Annual
General Meeting. A shareholder, whose shares are registered on his/her
Finnish book-entry account, is automatically registered in the Register of
Shareholders of the Company. A shareholder, who wishes to participate in the
Annual General Meeting, must register for the Meeting by giving prior notice
of attendance no later than on June 11, 2014 at 4:00 p.m. (Finnish time) by
which time the registration needs to be received by the Company. Such notice
can be given:

a) through Nokia's website at www.company.nokia.com/agm;

b) by telephone to +358 20 770 6870 from Monday to Friday at 09:00 a.m. to
4:00 p.m. (Finnish time);

c) by telefax to +358 10 448 1004; 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 is required to notify
his/her name, personal identification number, address, telephone number, the
name of a possible assistant and the name and the personal identification
number of a possible proxy representative.

2. Advance voting service

A shareholder, who has a Finnish book-entry account, may vote in advance on
certain items on the agenda of the Annual General Meeting through the
Company's website from April 30, 2014 until 4:00 p.m on June 11, 2014
(Finnish time). Unless a shareholder voting in advance will be present in
person or by proxy in the Meeting, he/she may not be able to exercise his/her
right under the Finnish Limited Liability Companies Act to request
information or a vote in the meeting and if decision proposals regarding
certain agenda item have changed after the beginning of the advance voting
period, his/her possibility to vote on such item may be restricted. The
conditions and other instructions relating to the electronic advance voting
may be found on the Company's website www.company.nokia.com/agm. The Finnish
book-entry account number of the shareholder is needed for voting in advance.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the Meeting by proxy. 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. Should a
shareholder participate in the meeting by means of several proxy
representatives representing the shareholder with shares in different
book-entry accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for
the Annual General Meeting. Possible proxy documents should be delivered in
originals to Nokia's Registry of Shareholders before the last date for
registration.

4. Holders of nominee registered shares

A holder of nominee registered shares is advised without delay to request from
his/her custodian bank the necessary instructions regarding registration in
the Register of Shareholders of the Company, issuing of proxy documents and
registration for the Annual General Meeting. The account management...

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