NOKIA : Nokia Board of Directors convenes Annual General Meeting 2013

    NOKIA : Nokia Board of Directors convenes Annual General Meeting 2013

No dividend proposed for 2012

Nokia Corporation
Stock Exchange Release
January 24, 2013 at 13.15 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors has
resolved to convene the Annual General Meeting on May 7, 2013 and that the
Board and its Committees submit the below proposals to the Annual General
Meeting.

- Proposal not to pay dividend
- 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 remuneration

Proposal on the payment of dividend
The Board proposes to the Annual General Meeting that no dividend be paid for
the fiscal year 2012.

Nokia Group 2012 reported net profit was negative EUR 3.1 billion and Nokia
Group net cash position decreased from EUR 5.6 billion at the end of 2011 to
EUR 4.4 billion at the end of 2012. In addition, Nokia Corporation's results
for fiscal year 2012 were negative.

To ensure strategic flexibility, the Board proposes that no dividend payment
will be made for 2012. Nokia's fourth quarter 2012 financial performance
combined with this dividend proposal further solidifies the company's strong
liquidity position.

Proposals on Board composition and remuneration
Dame Marjorie Scardino and Ms Isabel Marey-Semper have informed that they will
no longer be available for re-election to the Nokia Board of Directors after
the Annual General Meeting. Dame Marjorie Scardino has been a Nokia Board
member since 2001 and Ms Isabel Marey-Semper since 2009.

The Board's Corporate Governance and Nomination Committee proposes to the
Annual General Meeting that the number of Board members be ten (10) 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
2014: Bruce Brown, Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge
Lund, Mårten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee proposes that Ms Elizabeth Doherty, currently Chief
Financial Officer of Reckitt Benckiser Group plc, be elected as a member 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
to 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 May
7, 2013 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 May 7, 2013 for a term ending at the Annual
General Meeting in 2014, remains at the same level as during the past five
years as follows: 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
proposes 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).

Proposal to authorize the Board to repurchase shares
The Board proposes that the Annual General Meeting authorize 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 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 in marketplaces by repurchasing the
shares in another proportion than that of the current shareholders. The
authorization would be effective until June 30, 2014 and terminate the current
authorization granted by the Annual General Meeting on May 3, 2012.

The repurchase authorization is proposed in order to maintain flexibility, but
the Board has no current plans for repurchases during 2013.

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 June 30, 2016 and terminate the current authorization
granted by the Annual General Meeting on May 6, 2010.

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.nokia.com/agm on or about January 30,
2013.

FORWARD-LOOKING STATEMENTS
It should be noted that Nokia and its business is 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)
the expected plans and benefits of our partnership with Microsoft to bring
together complementary assets and expertise to form a global mobile ecosystem
for smartphones; B) the timing and expected benefits of our strategies,
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 our 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 and regulatory
proceedings; J) expectations regarding the successful completion of
restructurings, investments, acquisitions and divestments on a timely basis
and our ability to achieve the financial and operational targets set in
connection with any such restructurings, investments, acquisitions and
divestments; and K) statements preceded by "believe," "expect," "anticipate,"
"foresee," "target," "estimate," "designed," "aim", "plans," "intends," "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 success in the smartphone market, including our ability to
introduce and bring to market quantities of attractive, competitively priced
Nokia products that operate on the Windows Phone operating system that are
positively differentiated from our competitors' products, both outside and
within the Windows Phone ecosystem; 2) our ability to make Nokia products that
operate on the Windows Phone operating system a competitive choice for
consumers, and together with Microsoft, our success in encouraging and
supporting a competitive and profitable global ecosystem for Windows Phone
products that achieves sufficient scale, value and attractiveness to all
market participants; 3) reduced demand for, and net sales of, Nokia Lumia
products that operate on the Windows Phone 7 operating system as a result of
increasing availability of Nokia Lumia products with the new Windows Phone 8
operating system; 4) the expected continuing decline of sales of Symbian
devices and the significantly diminishing viability of the Symbian smartphone
platform; 5) our ability to produce attractive and competitive devices in our
Mobile Phones business unit including feature phones and devices with more
smartphone-like features such as full touch devices, in a timely and cost
efficient manner with differentiated hardware, software, localized services
and applications; 6) our ability to effectively and timely implement planned
changes to our operational structure, including the planned restructuring
measures, and to successfully complete the planned investments, acquisitions
and divestments in order to improve our operating model and achieve targeted
efficiencies and reductions in operating expenses as well as our ability to
accurately estimate the related restructuring charges and restructuring
related cash outflows; 7) our future sales performance, among other factors,
may require us to recognize allowances related to excess component inventory,
future purchase commitments and inventory write-offs in our Devices &
Services business; 8) our ability to realize a return on our investment in
next generation devices, platforms and user experiences; 9) 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; 10) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 11) the success of our Location &
Commerce strategy, including our ability to establish a successful
location-based platform, extend our location-based services across devices
and operating systems, provide support for our Devices & Services business and
create new sources of revenue from our location-based services and commerce
assets; 12) our actual performance in the short-term and long-term could be
materially different from our forecasts, which could impact future estimates
of recoverable value of our reporting units and may result in impairment
charges; 13) our success in collaboration and partnering arrangements with
third parties, including Microsoft; 14) our ability to increase our speed of
innovation, product development and execution to bring new innovative and
competitive mobile products and location-based or other services to the market
in a timely manner; 15) our dependence on the development of the mobile and
communications industry, including location-based and other services
industries, in numerous diverse markets, as well as on general economic
conditions globally and regionally; 16) 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 and our ability to maintain the existing sources of
intellectual property related income or establish new such sources; 17) 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 strategies or other factors; 18) the success, financial condition and
performance of our suppliers, collaboration partners and customers; 19) 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; 20) our ability to source sufficient amounts of fully functional
quality components, sub-assemblies, software and services on a timely basis
without interruption and on favorable terms, particularly as we ramp our new
Lumia smartphone devices; 21) our ability to manage our inventory and timely
adapt our supply to meet changing demands for our products, particularly as we
ramp our new Lumia smartphone devices; 22) any actual or even alleged defects
or other quality, safety and security issues in our products; 23) the impact
of a cybersecurity breach or other factors leading to any actual or alleged
loss, improper disclosure or leakage of any personal or consumer data
collected by us or our partners or subcontractors, made available to us or
stored in or through our products; 24) our ability to successfully manage the
pricing of our products and costs related to our products and operations; 25)
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; 26) 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; 27) the impact of economic,
political, regulatory or other developments on our sales, manufacturing
facilities and assets located in emerging market countries; 28) the impact of
changes in government policies, trade policies, laws or regulations where our
assets are located and where we do business; 29) the potential complex tax
issues and obligations we may incur to pay additional taxes in the various
jurisdictions in which we do business and our actual or anticipated
performance, among other factors, could result in allowances related to
deferred tax assets, 30) any disruption to information technology systems and
networks that our operations rely on, which may be for instance caused by our
inability to successfully and smoothly implement our plans to streamline our
IT organization including the transfer of some activities and employees to
strategic partners; 31) unfavorable outcome of litigations and regulatory
proceedings; 32) allegations of possible health risks from electromagnetic
fields generated by base stations and mobile products and lawsuits related to
them, regardless of merit; 33) Nokia Siemens Networks ability to implement its
new strategy and restructuring plan effectively and in a timely manner to
improve its overall competitiveness and profitability; 34) Nokia Siemens
Networks' success in the mobile broadband and 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) Nokia Siemens Networks' ability to maintain or improve its
market position or respond successfully to changes in the competitive
environment; 36) Nokia Siemens Networks' liquidity and its ability to meet its
working capital requirements; 37) Nokia Siemens Networks' ability to timely
introduce new competitive products, services, upgrades and technologies; 38)
Nokia Siemens Networks' ability to execute successfully its strategy for the
acquired Motorola Solutions wireless network infrastructure assets; 39)
developments under large, multi-year contracts or in relation to major
customers in the networks infrastructure and related services business; 40)
the management of our customer financing exposure, particularly in the
networks infrastructure and related services business; 41) whether ongoing or
any additional governmental investigations into alleged violations of law by
some former employees of Siemens may involve and affect the carrier-related
assets and employees transferred by Siemens to Nokia Siemens Networks; and 42)
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 13-47 of Nokia's annual report on Form
20-F for the year ended December 31, 2011 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

Investor Relations Europe
Tel. +358 7180 34927
Investor Relations US
Tel. +1 914 368 0555

www.nokia.com







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