NOKIA:Ad hoc: Notice of the Annual General Meeting of Nokia Corporation

2/1/2012, 12:39 PM (Source: GlobeNewswire)
NOKIA /
/
Ad hoc: Notice of the Annual General Meeting of Nokia Corporation
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The issuer is solely responsible for the content of this announcement.

Nokia Corporation
Stock exchange release
February 1, 2012 at 13.00 (CET +1)

Notice is given to the shareholders of Nokia Corporation (the "Company") of the
Annual General Meeting to be held on Thursday, May 3, 2012 at 2:00 p.m. at
Helsinki Fair 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 2011

- 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 a dividend of EUR 0.20 per
share for the fiscal year 2011. The dividend would be paid to shareholders
registered in the Register of Shareholders of the Company on the record date of
the dividend payment, May 8, 2012. The Board proposes that the dividend will be
paid on or about May 23, 2012.

9. Resolution on the discharge of the members of the Board of Directors and the
President 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 until the close of the Annual General Meeting in 2013
remain at the same level as it has been for 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 if re-elected to the Board. In addition,
the Committee proposes that the Chairman of the Audit Committee and 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, which shares shall be retained until the end of the director's
Board membership in line with the 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 eleven.

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 of Directors for a term until the close of the Annual
General Meeting 2013: Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge
Lund, Isabel Marey-Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari
Stadigh. In addition, the Committee proposes that Bruce Brown, Mårten Mickos and
Elizabeth Nelson be elected as new members of the Board for the same term.

Bruce Brown is Chief Technology Officer of The Procter & Gamble Company, Mårten
Mickos is CEO of Eucalyptus Systems, Inc. and Elizabeth Nelson is an independent
corporate advisor.

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
according to 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 2012.

15. Authorizing 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 360 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 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

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

b) through public trading by repurchasing the shares in another proportion than
that of the current shareholders.

It is proposed that the authorization be effective until June 30, 2013 and
terminate the corresponding authorization granted by the Annual General Meeting
on May 3, 2011.

16. 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.nokia.com/agm. The "Nokia in 2011" document, which
includes the Company's annual accounts, the review by the Board of Directors and
the auditor's report, is available on the above-mentioned website on week 13.
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 is registered on April 20, 2012 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 registered in the Register of Shareholders of the Company. A
shareholder, who wishes to participate in the Annual General Meeting, may
register for the Meeting by giving a prior notice of participation no later than
on April 25, 2012 at 4:00 p.m. (Finnish time) by which time the registration
needs to arrive in the Company. Such notice can be given:

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

b) by telephone to +358 7180 34700 from Monday to Friday at 10:00 a.m. to 4:00
p.m. (Finnish time);

c) by telefax to +358 7180 38984; 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 expected 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 of the agenda of the Annual General Meeting through the Company's
website from February 1, 2012 to April 25, 2012 at 4:00 p.m. (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 use his/her right under the Finnish
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.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 necessary instructions regarding the registration in the
Register of Shareholders of the Company, issuing of proxy documents and
registration for the Annual General Meeting. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be entered in the
temporary Register of Shareholder of the Company at the latest on April
27, 2012 at 4:00 p.m. (Finnish time). Further information on these matters can
also be found on the Company's website www.nokia.com/agm.

5. Other instructions and information

On the date of this notice of the Annual General Meeting, January 26, 2012, the
total number of shares in Nokia Corporation and votes represented by such shares
is 3 744 956 052.

Doors of the meeting venue will open at 12:30 p.m. The participants are kindly
invited to the coffee reception before the meeting. The Meeting will be
conducted primarily in Finnish, and simultaneous translation will be available
into Swedish and English, and as necessary, Finnish.

Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the Meeting.



Espoo, January 26, 2012

BOARD OF DIRECTORS

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.

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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