Nokia Board of Directors convenes Annual Genera...

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Corporate Governance and Nomination Committee's proposals for Board
composition and remuneration

Nokia Corporation
Stock Exchange Release
January 22, 2009 at 13.15 (CET +1)

Espoo, Finland - Nokia announced today that Nokia Board of Directors
has resolved to convene the Annual General Meeting on April 23, 2009
and that the Board and its Committees will submit the below proposals
to the Annual General Meeting.

- Proposal to pay a dividend of EUR 0.40 per share
- Isabel Marey-Semper, CFO, EVP responsible for Strategy at PSA
Peugeot Citroën, proposed as new member of the Board
- Board remuneration proposed to stay the same as in 2008
- Proposal to authorize the Board to repurchase shares to maintain
flexibility but with no current plans to repurchase shares in 2009
- External auditor proposed to be re-elected

Proposal to pay a dividend

Nokia's Board of Directors will propose to the Annual General Meeting
on April 23, 2009 that a dividend of EUR 0.40 per share be paid from
the fiscal year 2008. The dividend ex-date would be April 24, 2009,
the record date April 28, 2009 and the pay date on or about May 13,
2009. The actual dividend pay date outside Finland will be determined
by the practices of the intermediary banks transferring the dividend
payments.

Proposals on Board composition and remuneration

The Board's Corporate Governance and Nomination Committee will
propose to the Annual General Meeting on April 23, 2009 that the
number of Board members be eleven and that all current Board members
be re-elected as members of the Nokia Board of Directors for a term
until the close of the Annual General Meeting in 2010: Georg
Ehrnrooth, Lalita D. Gupte, Bengt Holmström, Henning Kagermann,
Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila, Marjorie Scardino,
Risto Siilasmaa and Keijo Suila.

In addition, the Committee will propose that Isabel Marey-Semper be
elected as a new member of the Nokia Board for the same term, ie as
from the Annual General Meeting in 2009 until the close of the Annual
General Meeting in 2010. Ms. Marey-Semper is Chief Financial Officer,
EVP responsible for Strategy at PSA Peugeot Citroën. With PhD in
neuro-pharmacology and MBA as educational background, she has a
diverse working experience, including Chief Operating Officer of the
Intellectual Property and Licensing Business Unit of Thomson and Vice
President, Corporate Planning at Saint-Gobain.

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 April 23, 2009 for
the term until the close of the Annual General Meeting in 2010 be
unchanged from 2008 and be as follows: EUR 440 000 for the Chairman,
EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member;
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 approximately 40% of the remuneration be paid in Nokia
Corporation shares purchased from the market.

Other proposals to the Annual General Meeting 2009

The Board of Directors will propose that the Annual General Meeting
authorized the Board to resolve to repurchase a maximum of 360
million Nokia shares. The proposed maximum number of shares
corresponds to less than 10 per cent of all the shares of the
Company. The shares may be repurchased in order to develop the
capital structure of the Company. In addition, the shares may be
repurchased in order to finance or carry out acquisitions or other
arrangements, to settle the Company's equity-based incentive plans,
to be transferred for other purposes, 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. The authorization is proposed to be effective until June 30,
2010 and it is proposed to terminate the corresponding authorization
resolved by the Annual General Meeting on May 8, 2008.

The repurchase authorization is proposed to maintain flexibility, but
the Board has no current plans for repurchases during 2009. The Board
intends to cancel a majority of the shares held by the Company prior
to the Annual General Meeting 2009.

The Board's Audit Committee will propose to the Annual General
Meeting on April 23, 2009 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 complete proposals by the Board and its Committees to the Annual
General Meeting on April 23, 2009 will be available on Nokia's
website at www.nokia.com/agm. The proposals will be included in the
notice to the Annual General Meeting which will be published later.

It should be noted that certain statements herein which are not
historical facts, including, without limitation, those regarding: A)
the timing of product, services and solution deliveries; B) our
ability to develop, implement and commercialize new products,
services, solutions and technologies; C) expectations regarding
market growth, developments and structural changes; D) expectations
regarding our mobile device volume growth, market share, prices and
margins; E) expectations and targets for our results of operations;
F) the outcome of pending and threatened litigation; G) expectations
regarding the successful completion of contemplated acquisitions on a
timely basis and our ability to achieve the set targets upon the
completion of such acquisitions; and H) statements preceded by
"believe," "expect," "anticipate," "foresee," "target," "estimate,"
"designed," "plans," "will" or similar expressions are
forward-looking statements. 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) the deteriorating global economic
conditions and the related financial crisis and their impacts on us,
our customers, suppliers, and collaborative partners; 2)
competitiveness of our product, service and solutions portfolio; 3)
the extent of the growth of the mobile communications industry; 4)
the growth and profitability of the new market segments that we
target and our ability to successfully develop or acquire and market
products, services and solutions in those segments; 5) our ability to
successfully manage costs; 6) the intensity of competition in the
mobile communications industry and our ability to maintain or improve
our market position or respond successfully to changes in the
competitive landscape; 7) the impact of changes in technology and our
ability to develop or otherwise acquire complex technologies as
required by the market, with full rights needed to use; 8) timely and
successful commercialization of complex technologies as new advanced
products, services and solutions; 9) our ability to protect the
complex 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, services
and solution offerings; 10) our ability to protect numerous Nokia and
Nokia Siemens Networks patented, standardized or proprietary
technologies from third-party infringement or actions to invalidate
the intellectual property rights of these technologies; 11) Nokia
Siemens Networks' ability to achieve the expected benefits and
synergies from its formation to the extent and within the time period
anticipated and to successfully integrate its operations, personnel
and supporting activities; 12) whether, as a result of investigations
into alleged violations of law by some current or former employees of
Siemens AG ("Siemens"), government authorities or others take further
actions against Siemens and/or its employees that may involve and
affect the carrier-related assets and employees transferred by
Siemens to Nokia Siemens Networks, or there may be undetected
additional violations that may have occurred prior to the transfer,
or ongoing violations that may have occurred after the transfer, of
such assets and employees that could result in additional actions by
government authorities; 13) any impairment of Nokia Siemens Networks
customer relationships resulting from the ongoing government
investigations involving the Siemens carrier-related operations
transferred to Nokia Siemens Networks; 14) occurrence of any actual
or even alleged defects or other quality issues in our products,
services and solutions; 15) our ability to manage efficiently our
manufacturing and logistics, as well as to ensure the quality,
safety, security and timely delivery of our products, services and
solutions; 16) inventory management risks resulting from shifts in
market demand; 17) our ability to source sufficient amounts of fully
functional components and sub-assemblies without interruption and at
acceptable prices; 18) any disruption to information technology
systems and networks that our operations rely on; 19) developments
under large, multi-year contracts or in relation to major customers;
20) economic or political turmoil in emerging market countries where
we do business; 21) our success in collaboration arrangements
relating to development of technologies or new products, services and
solutions; 22) the success, financial condition and performance of
our collaboration partners, suppliers and customers; 23) exchange
rate fluctuations, including, in particular, fluctuations between the
euro, which is our reporting currency, and the US dollar, the Chinese
yuan, the UK pound sterling and the Japanese yen, as well as certain
other currencies; 24) the management of our customer financing
exposure; 25) allegations of possible health risks from
electromagnetic fields generated by base stations and mobile devices
and lawsuits related to them, regardless of merit; 26) unfavorable
outcome of litigations; 27) our ability to recruit, retain and
develop appropriately skilled employees; 28) the impact of changes in
government policies, laws or regulations; and 29) our ability to
effectively and smoothly implement our new organizational structure;
as well as the risk factors specified on pages 10-25 of Nokia's
annual report on Form 20-F for the year ended December 31, 2007 under
"Item 3.D 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 update publicly 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
Corporate Communications
Tel. [phone]
Email: [e-mail]

Investor Relations Europe
Tel. [phone]

Investor Relations US
Tel. [phone]

www.nokia.com


 
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NOKIA
P.O. Box 226<br>FIN-00045 NOKIA GROUP   Espoo 

WKN: 870737; 
ISIN: FI0009000681; Index: DJ STOXX Large 200, DJ STOXX 50;
Listed: Nordic list (Large Cap) in THE HELSINKI STOCK EXCHANGE;