AGM Statement

Nokia Corporation
24 January 2002



        Nokia Board of Directors convenes

        Annual General Meeting March 21, 2002


        Nokia Board of Directors submits proposals to the Annual General Meeting
        on March 21, 2002

  • Proposal to pay a dividend of EUR 0.27 per share
  • Renewal of the authorizations of the Board to resolve to repurchase Nokia
    shares and to dispose Nokia shares as well as to resolve to increase the
    share capital


        Nokia Board Nomination Committee proposal to the Annual General Meeting

  • Re-election of the present members of the Board and the election of Per
    Karlsson as a new Board member


        Proposal by the Board to distribute a dividend

        Nokia Board of Directors will propose to the Annual General Meeting on
        March 21, 2002 that a dividend of EUR 0.27 per share be paid.

        Authorizations of the Board to repurchase and dispose Nokia shares

        The Board will propose that the Annual General Meeting authorize the
        Board to resolve to repurchase a maximum of 220 million Nokia shares
        using funds available for distribution of profits. The shares may be
        repurchased in order to develop the capital structure of the Company, to
        finance or carry out acquisitions or other arrangements, to be disposed
        in other ways, or to 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 market.

        Furthermore, the Board will propose that it be authorized to resolve to
        dispose a maximum of 220 million Nokia shares at a price determined by
        the Board, also for consideration in kind. The authorization will also
        allow the Board to resolve to dispose the shares in proportion other
        than that of the shareholders' pre-emptive rights to the Company's
        shares, provided that from the Company's perspective important financial
        grounds exist. The shares may also be disposed through public trading.

        Authorization of the Board to increase share capital

        The Board will propose that the Annual General Meeting authorize the
        Board to resolve to increase the share capital of the Company by issuing
        new shares, stock options or convertible bonds in one or more issues.
        The increase of the share capital through share issuance, subscription
        of shares pursuant to stock options or conversion of convertible bonds
        into shares, may amount to an aggregate maximum of EUR 55.8 million or
        930 million shares. Of this amount EUR 2.9 million may result from
        incentives granted to key personnel.



        The share capital may be increased disapplying the shareholders'
        pre-emptive rights to the Company's shares, provided that from the
        Company's perspective important financial grounds exist such as
        financing or carrying out of an acquisition or another arrangement or
        granting incentives to key personnel. It is further proposed that the
        Board be authorized to decide that a share subscription may be made in
        kind or otherwise on certain terms.

        It is proposed that all the authorizations be effective for a period of
        one year until March 21, 2003.

        The Board Composition in 2002

        Nomination Committee will propose to the Annual General Meeting on March
        21, 2002 that the number of Board members be increased from eight to
        nine and that the following Board members be re-elected for a term of
        one year: Paul J. Collins, Georg Ehrnrooth, Bengt Holmstrom, Jorma
        Ollila, Robert F.W. van Oordt, Marjorie Scardino, Vesa Vainio and Arne
        Wessberg. Moreover, the Committee will propose that Per Karlsson be
        elected as a new member of the Board for the same term. Mr Karlsson is
        an independent corporate advisor based in Stockholm with previous
        positions in London with Enskilda Securities and The Boston Consulting
        Group.

        The proposals by the Board of Directors will be available on Nokia's
        Internet pages at www.nokia.com/agm after February 11, 2002 ..

        Further information:

        Nokia Corporate Communications

        Tel. [phone]

        Fax [phone]

        E-mail: [e-mail]


        www.nokia.com



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