Nokia Board of Directors approves the Nokia Equity Program 2013 and introduces a new Employee Share Purchase Plan as part of the

Nokia Board of Directors approves the Nokia Equity Program 2013 and introduces 
a new Employee Share Purchase Plan as part of the Program 
ESPOO, FINLAND -- (Marketwire) -- 01/24/13 -- 


 
Nokia Corporation
Stock Exchange Release
January 24, 2013 at 13.30 (CET +1)

 
Espoo, Finland - Nokia announced today that Nokia's Board of Directors
has approved the Nokia Equity Program 2013. In addition to the equity
instruments used in previous years, the Board of Directors approved
the launch of a new Employee Share Purchase Plan. The Nokia Equity
Program 2013 includes the following equity instruments: 
- A new Employee Share Purchase Plan for Nokia employees in selected
jurisdictions, entitling the eligible employees to contribute a part
of their salary to purchase Nokia shares. After a designated holding
period Nokia will offer the employees one matching share for each two
purchased shares; 
- Performance Shares, which are dependent on the achievement of two
independent financial performance criteria; 
- Restricted Shares, which are dependent on continued employment
during a three-year restriction period and are used together with
Performance Shares; and 
- Stock Options, which are used on a more limited basis at the
executive level. 
The purpose of the Nokia Equity Program 2013 
The Nokia Equity Program 2013 is designed to support the
participants' focus and alignment with the company's strategy and
targets. Nokia's use of the
performance-based plan in conjunction
with the restricted share plan as the main
long-term incentive
vehicles is planned to effectively contribute to the long-term value
creation and sustainability of the company and to align the interests
of the employees with those of the shareholders. It is also designed
to ensure that the overall equity-based compensation is based on
performance, while also ensuring the recruitment and retention of
talent vital to the future success of Nokia. 
The new Employee Share Purchase Plan 
Under the Employee Share Purchase Plan, the eligible Nokia employees
can elect to make monthly contributions from their salary to purchase
Nokia shares. Participation in the plan is voluntary for the
employees. 
The annual limit which the participant can contribute to the plan
will be between a minimum of EUR 60 and a m
aximum of the lower of (1)
EUR 1 200 and (2) 10% of a participant's annual gross base salary.
Generally, the share purchases will be made at market value on
pre-determined dates on a monthly basis during a 12-month period.
Nokia will offer one matching share for every two purchased shares
the participant still holds after the last monthly purchase has been
made in June 2014. The total maximum amount of employee contributions
during the plan cycle commencing in 2013 will be approximately EUR 22
million, which equals approximately 6.3 million Nokia shares using
the January 23, 2013 closing share price of EUR 3.49. Based on the
matching ratio of one matching share for every two purchased shares,
the number of matching shares would be 3.15 million. In addition, to
encourage participation in the plan, Nokia will offer 20 free shares
for every participant making the first three consecutive monthly share
purchases in the first year. 
The Employee Share Purchase Plan is planned to be offered to Nokia
employees (excluding Nokia Siemens Networks' employees) in 27
countries for the plan cycle commencing in 2013. The first savings
period is intended to start in June 2013 and the first monthly
purchases are planned to be made in July 2013. Any future offers of
the plan after the first plan cycle in 2013-2014 must be approved by
the Board. 
Performance Shares and Restricted Shares 
Under the Performance Share Plan 2013, Nokia shares will be delivered
provided that the financial performance reaches at least one of the
required threshold levels measured by two independent performance
criteria. The performance criteria are average annual net sales and
average annual earnings per share for the performance period. The
threshold and maximum levels for the Performance Share Plan 2013 are
scheduled to be determined and disclosed during the first quarter of
2013. No Performance Shares will be granted under the plan prior to
that. The plan has a two-year performance period (2013-2014) and a
subsequent one-year restriction period. Accordingly, the amount of
shares based on the financial performance during the two-year
performance period will vest after 2015. The grant of Performance
Shares in 2013 may result in an aggregate maximum payout of 32
million Nokia shares, should the maximum level for both performance
criteria be met. 
The Restricted Share Plan 2013 has a three-year restriction period.
The grant of Restricted Shares in 2013 may result in an aggregate
maximum payout of 16 million Nokia shares. 
Stock Options 
As part of the Nokia Equity Program 2013, stock options will be
granted under the Nokia Stock Option Plan 2011 approved by the Annual
General Meeting 2011. Stock options can be granted under the Stock
Option Plan 2011 until the end of 2013 and they have a vesting period
of 50% of stock options vesting three years after grant and the
remaining 50% vesting four years from grant. The exercise price of
the stock options is determined at the time of grant, on quarterly
basis, in accordance with a pre-agreed schedule after the release of
Nokia's periodic financial results. The planned maximum number of
stock options to be granted during 2013 is approximately 11 million.
The stock options to be granted in 2013 will expire on December 27,
2019. 
Employees covered by the Equity Program 2013 
Following last year's practice, the primary equity instruments for
the executive employees are performance shares and stock options. For
directors below the executive level, the primary equity instruments
are performance shares and restricted shares. Below the director
level, performance shares and restricted shares are used on a
selective basis to ensure retention and recruitment of functional
mastery and other employees deemed critical to Nokia's future
success. 
Approximately 38 500 employees in 27 countries are planned to be
offered the possibility to participate in the Employee Share Purchase
Plan for the plan cycle commencing in 2013, provided that there are
no local regulatory or administrative restraints for the offer.
Approximately 3 500 employees are expected to participate in the
Nokia Performance Share Plan, Restricted Share Plan and Stock Option
Plan in 2013. 
Dilution effect 
As of December 31, 2012, the total maximum dilution effect of Nokia's
equity program currently outstanding, assuming that the performance
shares would be delivered at maximum level, is approximately 2.5%. The
potential maximum effect of the Nokia Equity Program 2013 would be
approximately another 1.7%, again assuming the delivery at maximum
level for performance shares, and the delivery of matching shares
against the maximum amount of contributions of approximately EUR 22
million and the delivery of 20 free shares to the participants under
the Employee Share Purchase Plan. The calculation for the Employee
Share Purchase Plan is based on the January 23, 2013 Nokia closing
share price of EUR 3.49. 
Settlements under various Nokia equity plans 
The performance period for the Performance Share Plan 2010 ended on
December 31, 2012, and as the threshold performance criteria of EPS
and average annual net sales growth were not met, there will be no
settlement to the participants under the plan. To fulfill the
Company's oblig
ations under other, considerably more limited equity
incentive plans, Nokia's Board of Directors has resolved to issue a
total amount of 1 616 000 Nokia shares (NOK1V) held by the Company
without consideration to settle its commitment to approximately 300
participants, employees of the Nokia Group. 
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, visit http://www.nokia.com/about-nokia. 
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 timel
y 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. 
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants
that: 


 
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Source: NOKIA via Thomson Reuters ONE 
[HUG#1672916] 
Media Enquiries: 
Nokia
Communications
Tel. +358 7180 34900
Email: press.services@nokia.com 
www.nokia.com
 
 
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