NOKIA:Ad hoc: Nokia Board of Directors convenes Annual General Meeting 2012

1/26/2012, 1:51 PM (Source: GlobeNewswire)
NOKIA /
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Ad hoc: Nokia Board of Directors convenes Annual General Meeting 2012
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Nokia Board of Directors convenes Annual General Meeting 2012
Dividend of EUR 0.20 per share will be proposed for 2011

Nokia Corporation
Stock Exchange Release
January 26, 2012 at 13.25 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors has resolved
to convene the Annual General Meeting on May 3, 2012 and that the Board and its
Committees will submit the below proposals to the Annual General Meeting.

- Proposal to pay a dividend of EUR 0.20 per share
- Proposals on the Board composition and remuneration
- Proposal to authorize the Board to repurchase shares to maintain flexibility
but with no current plans to repurchase shares in 2012
- Proposal to re-elect the external auditor

Proposal to pay a dividend
The Board will propose to the Annual General Meeting that a dividend of EUR
0.20 per share be paid for the fiscal year 2011. The ex-dividend date would be
May 4, 2012, the record date May 8, 2012 and the payment date on or about May
23, 2012.

Proposals on Board composition and remuneration
Nokia Board Chairman Jorma Ollila and Nokia Board members Bengt Holmström and
Per Karlsson have informed that they will no longer be available to serve on the
Nokia Board of Directors after the Annual General Meeting. Mr Ollila joined
Nokia in 1985 and served as the President and CEO of the company 1992-1999 and
Chairman and CEO 1999-2006. He has been Nokia Board member since 1995 and the
Chairman of the Board since 1999. Mr. Holmström has been Nokia Board member
since 1999 and Mr Karlsson has been Nokia Board member since 2002.

The Board's Corporate Governance and Nomination Committee will propose to the
Annual General Meeting that the number of Board members be eleven (11) 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 2013:
Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Isabel Marey-
Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee will propose that Bruce Brown, Chief Technology
Officer, Procter & Gamble Company, Mårten Mickos, CEO of Eucalyptus Systems,
Inc., and Elizabeth Nelson, Independent Corporate Advisor, be elected to Nokia
Board of Directors for the same term.

Additional information about the Board member candidates will be available in
the Committee proposal scheduled to be published on February 1, 2012.

The Corporate Governance and Nomination Committee will propose in the assembly
meeting of the new Board of Directors after the Annual General Meeting on May
3, 2012 that Risto Siilasmaa be elected as Chairman of the Board and Dame
Marjorie Scardino as Vice Chairman of the Board.

As to the Board remuneration, the Corporate Governance and Nomination Committee
will propose that the annual fee payable to the Board members elected at the
Annual General Meeting on May 3, 2012 for a term ending at the Annual General
Meeting in 2013 to remain at the same level than during the past four years: EUR
440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for
each member, excluding the President and CEO of Nokia if re-elected to the Nokia
Board; for the Chairman of the Audit Committee and the Chairman of the Personnel
Committee an additional annual fee of EUR 25 000; and for each member of the
Audit Committee an additional annual fee of EUR 10 000. Further, the Corporate
Governance and Nomination Committee will propose that, as in the past,
approximately 40% of the remuneration be paid in Nokia Corporation 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).

Proposals to authorize the Board to repurchase shares
The Board will propose that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 360 million Nokia shares. The proposed
maximum number of shares is the same as in the Board's current share repurchase
authorization and it represents less than 10 % of all the shares of the Company.
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 would be effective until June 30, 2013 and terminate
the current authorization granted by the Annual General Meeting on May 3, 2011.

The repurchase authorization is proposed to maintain flexibility, but the Board
has no current plans for repurchases during 2012.

Election of external auditor
In addition, the Board's Audit Committee will propose to the Annual General
Meeting that PricewaterhouseCoopers Oy be re-elected as the Company's auditor,
and that the auditor be reimbursed according to 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.nokia.com/agm  on February 1, 2012.

About Nokia
Nokia is a global leader in mobile communications whose products have become an
integral part of the lives of people around the world. Every day, more than 1.3
billion people use their Nokia to capture and share experiences, access
information, find their way or simply to speak to one another. Nokia's
technological and design innovations have made its brand one of the most
recognized in the world. For more information, visithttp://www.nokia.com/about-
nokia

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 expected plans and benefits of our strategic partnership with Microsoft
to combine complementary assets and expertise to form a global mobile ecosystem
and to adopt Windows Phone as our primary smartphone platform; B) the timing and
expected benefits of our new strategy, including expected operational and
financial benefits and targets as well as changes in leadership and operational
structure; C) the timing of the deliveries of our products and services; D) our
ability to innovate, develop, execute and commercialize new technologies,
products and services; E) expectations regarding market developments and
structural changes; F) expectations and targets regarding our industry volumes,
market share, prices, net sales and margins of products and services; G)
expectations and targets regarding our operational priorities and results of
operations; H) expectations and targets regarding collaboration and partnering
arrangements; I) the outcome of pending and threatened litigation; J)
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 K) 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) our ability to succeed in creating a
competitive smartphone platform for high-quality differentiated winning
smartphones or in creating new sources of revenue through our partnership with
Microsoft; 2) the expected timing of the planned transition to Windows Phone as
our primary smartphone platform and the introduction of mobile products based on
that platform; 3) our ability to maintain the viability of our current Symbian
smartphone platform during the transition to Windows Phone as our primary
smartphone platform; 4) our ability to realize a return on our investment in
MeeGo and next generation devices, platforms and user experiences; 5) our
ability to build a competitive and profitable global ecosystem of sufficient
scale, attractiveness and value to all participants and to bring winning
smartphones to the market in a timely manner; 6) our ability to produce mobile
phones in a timely and cost efficient manner with differentiated hardware,
localized services and applications; 7) our ability to increase our speed of
innovation, product development and execution to bring new competitive
smartphones and mobile phones to the market in a timely manner; 8) our ability
to retain, motivate, develop and recruit appropriately skilled employees; 9) our
ability to implement our strategies, particularly our new mobile product
strategy; 10) 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; 11) our ability to
maintain and leverage our traditional strengths in the mobile product market if
we are unable to retain the loyalty of our mobile operator and distributor
customers and consumers as a result of the implementation of our new strategy or
other factors; 12) our success in collaboration and partnering arrangements with
third parties, including Microsoft; 13) the success, financial condition and
performance of our suppliers, collaboration partners and customers; 14) our
ability to source sufficient quantities of fully functional quality components,
subassemblies and software on a timely basis without interruption and on
favorable terms, including the disruption of production and/or deliveries from
any of our suppliers as a result of adverse conditions in the geographic areas
where they are located; 15) our ability to manage efficiently our manufacturing,
service creation, delivery and logistics without interruption; 16) our ability
to ensure the timely delivery of sufficient volumes of products that meet our
and our customers' and consumers' requirements and manage our inventory and
timely adapt our supply to meet changing demands for our products; 17) any
actual or even alleged defects or other quality, safety and security issues in
our products; 18) any actual or alleged loss, improper disclosure or leakage of
any personal or consumer data collected or made available to us or stored in or
through our products; 19) our ability to successfully manage costs, including
our ability to achieve targeted costs reductions and to effectively and timely
execute related restructuring measures, including personnel reductions; 20) our
ability to effectively and smoothly implement the new operational structure for
our businesses; 21) the development of the mobile and fixed communications
industry and general economic conditions globally and regionally; 22) 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; 23) our ability to protect
the 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; 24) 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;
25) 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; 26) any disruption to information technology systems
and networks that our operations rely on; 27) unfavorable outcome of
litigations; 28) allegations of possible health risks from electromagnetic
fields generated by base stations and mobile products and lawsuits related to
them, regardless of merit; 29) our ability to achieve targeted costs reductions
and increase profitability in Nokia Siemens Networks and to effectively and
timely execute related restructuring measures; 30) Nokia Siemens Networks'
ability to maintain or improve its market position or respond successfully to
changes in the competitive environment; 31) Nokia Siemens Networks' liquidity
and its ability to meet its working capital requirements; 32) whether Nokia
Siemens Networks is able to successfully integrate the acquired assets of
Motorola Solutions' networks business, retain existing customers of the acquired
business, cross-sell Nokia Siemens Networks' products and services to customers
of the acquired business and otherwise realize the expected synergies and
benefits of the acquisition; 33) Nokia Siemens Networks' ability to timely
introduce new products, services, upgrades and technologies; 34) Nokia Siemens
Networks' success in the telecommunications infrastructure services market and
Nokia Siemens Networks' ability to effectively and profitably adapt its business
and operations in a timely manner to the increasingly diverse service needs of
its customers; 35) developments under large, multi-year contracts or in relation
to major customers in the networks infrastructure and related services business;
36) the management of our customer financing exposure, particularly in the
networks infrastructure and related services business; 37) whether ongoing or
any additional governmental investigations into alleged violations of law by
some former employees of Siemens AG may involve and affect the carrier-related
assets and employees transferred by Siemens AG to Nokia Siemens Networks; 38)
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 12-39 of Nokia's annual report Form 20-F for the
year ended December 31, 2010 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
Communications
Tel. +358 7180 34900
Email:press.services@nokia.com

Investor Relations Europe
Tel. +358 7180 34927

Investor Relations US
Tel. +1 914 368 0555

www.nokia.com

--- End of Message ---

NOKIA


WKN: 870737;ISIN: FI0009000681;
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