Resolutions of Nokia Annual General Meeting 2010

NOKIA / Resolutions of Nokia Annual General Meeting 2010  processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement. 

Nokia Corporation
Stock Exchange Release
May 6, 2010 at 19.35 (CET +1)

Dividend of EUR 0.40 per share; Board and Committee members elected

Helsinki, Finland -The Annual General Meeting of Nokia Corporation held on May
6, 2010 (the AGM) resolved to distribute a dividend of EUR 0.40 per share for
2009. The dividend ex-date is May 7, 2010 and the record date May 11, 2010. The
dividend will be paid on or around May 25, 2010.

Board and Committee members elected
The AGM resolved to elect ten members to the Board. The following members of the
Nokia Board were re-elected for a term until the close of the Annual General
Meeting in 2011: Lalita D. Gupte, Dr. Bengt Holmström, Prof. Dr. Henning
Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Isabel Marey-Semper, Jorma
Ollila, Dame Marjorie Scardino, Risto Siilasmaa and Keijo Suila.

In its assembly meeting, the Board of Directors elected Jorma Ollila as Chairman
of the Board, and Dame Marjorie Scardino as Vice Chairman of the Board.

The Board of Directors also elected the members of the Board Committees. Per
Karlsson was elected Chairman and Henning Kagermann, Marjorie Scardino and Keijo
Suila as members of the Personnel Committee. Risto Siilasmaa was elected as
Chairman and Lalita D. Gupte and Isabel Marey-Semper as members of the Audit
Committee. Marjorie Scardino was elected as Chairman and Per Karlsson and Risto
Siilasmaa as members of the Corporate Governance and Nomination Committee.

The AGM resolved the following annual fees to be paid to the members of the
Board of Directors for the term until the close of the Annual General Meeting in
2011: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and EUR
130 000 for each member. In addition, the AGM resolved that the chairmen of the
Audit Committee and the Personnel Committee will each be paid 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 AGM also resolved, in line with the past
practice, that approximately 40% of the remuneration will be paid in Nokia
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).

Other resolutions of the Annual General Meeting
The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokia
for the fiscal period 2010.

The AGM resolved to amend the Articles of Association of the Company by amending
the object of Company and the provisions on the publication of the notice to the
General Meeting.

The AGM authorized the Board of Directors to resolve to repurchase a maximum of
360 million Nokia shares. 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 through
public trading from the stock market. The authorization is effective until June
30, 2011.

The AGM also authorized the Board of Directors to issue a maximum of 740 million
shares through issuance of shares or special rights entitling to shares in one
or more issues. 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 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 of shares or special
rights in deviation from the shareholders' pre-emptive rights. The authorization
is effective until June 30, 2013.

FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) the timing of the deliveries of our products and services and their
combinations; B) our ability to develop, implement and commercialize new
technologies, products and services and their combinations; C) expectations
regarding market developments and structural changes; D) expectations and
targets regarding our industry volumes, market share, prices, net sales and
margins of products and services and their combinations; E) expectations and
targets regarding our operational priorities and results of operations; F) the
outcome of pending and threatened litigation; G) expectations regarding the
successful completion of acquisitions or restructurings on a timely basis and
our ability to achieve the financial and operational targets set in connection
with any such acquisition or restructuring; and H) statements preceded by
"believe," "expect," "anticipate," "foresee," "target," "estimate," "designed,"
"plans," "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 that
could cause these differences include, but are not limited to: 1) the
competitiveness and quality of our portfolio of products and services and their
combinations; 2) our ability to timely and successfully develop or otherwise
acquire the appropriate technologies and commercialize them as new advanced
products and services and their combinations, including our ability to attract
application developers and content providers to develop applications and provide
content for use in our devices; 3) our ability to effectively, timely and
profitably adapt our business and operations to the requirements of the
converged mobile device market and the services market; 4) 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; 5) the occurrence of any actual or even alleged
defects or other quality, safety or security issues in our products and services
and their combinations; 6) the development of the mobile and fixed
communications industry and general economic conditions globally and regionally;
7) our ability to successfully manage costs; 8) 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; 9) the success, financial condition and performance of
our suppliers, collaboration partners and customers; 10) our ability to source
sufficient amounts of fully functional components, sub-assemblies, software,
applications and content without interruption and at acceptable prices and
quality; 11) our success in collaboration arrangements with third parties
relating to the development of new technologies, products and services,
including applications and content; 12) 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 and their combinations; 13) our
ability to manage our inventory and timely adapt our supply to meet changing
demands for our products; 14) 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 and services and their combinations; 15) our ability to protect
numerous Nokia, NAVTEQ and Nokia Siemens Networks patented, standardized or
proprietary technologies from third-party infringement or actions to invalidate
the intellectual property rights of these technologies; 16) the impact of
changes in government policies, trade policies, laws or regulations and economic
or political turmoil in countries where our assets are located and we do
business; 17) any disruption to information technology systems and networks that
our operations rely on; 18) our ability to retain, motivate, develop and recruit
appropriately skilled employees; 19) unfavorable outcome of litigations; 20)
allegations of possible health risks from electromagnetic fields generated by
base stations and mobile devices and lawsuits related to them, regardless of
merit; 21) our ability to achieve targeted costs reductions and increase
profitability in Nokia Siemens Networks and to effectively and timely execute
related restructuring measures; 22) developments under large, multi-year
contracts or in relation to major customers in the networks infrastructure and
related services business; 23) the management of our customer financing
exposure, particularly in the networks infrastructure and related services
business; 24) whether ongoing or any additional governmental investigations into
alleged violations of law by some former employees of Siemens AG ("Siemens") may
involve and affect the carrier-related assets and employees transferred by
Siemens to Nokia Siemens Networks; 25) 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 11-32 of
Nokia's annual report Form 20-F for the year ended December 31, 2009 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.



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