Stock Repurchase Plan

Nokia Corporation
23 January 2003

Nokia Board of Directors projects a stock repurchase plan and convenes Annual
General Meeting 2003


Nokia Board of Directors projects a stock repurchase plan and
submits proposals to the Annual General Meeting on March 27, 2003


- Projection for a stock repurchase plan for 2003

- Proposal to pay a dividend of EUR 0.28 per share

- Proposal for a new stock option plan to Nokia's key persons

- Proposal to renew authorizations of the Board to resolve to increase the share
  capital, repurchase Nokia shares and dispose them


Nokia Board Nomination Committee proposal to the Annual General Meeting

- Proposal to re-elect the present members of the Board


Projection for a stock repurchase plan for 2003

Nokia Board of Directors projects to repurchase Nokia shares during 2003, and
intends to start such repurchases after the Annual General Meeting of March 27,
2003. In this connection the Board proposes to the Annual General Meeting a
renewal of the authorization of the Board to repurchase Nokia shares, as
discussed below.


Proposal to pay a dividend

Nokia Board of Directors will propose to the Annual General Meeting on March 27,
2003 that a dividend of EUR 0.28 per share be paid.


Proposal for a new stock option plan

Nokia competes for the talented people on a global basis and in this purpose
needs incentive programs that are competitive. The Board of Directors proposes
to the Annual General Meeting that as part of Nokia's incentive program, key
persons of the Nokia Group be granted a maximum of 94.6 million stock options,
which entitle to subscribe for a maximum of 94.6 million new Nokia shares with
the par value of EUR 0.06 each. The share capital of Nokia may be increased by a
maximum of EUR 5 676 000, corresponding to approximately 1.98 per cent of the
currently registered share capital. The plan is a two-year plan consisting of
2003 and 2004 stock options. Share subscription prices will be based on the
market value of Nokia share in public trading. The share subscription periods
will commence no earlier than July 1, 2004 and terminate no later than December
31, 2009.


Proposal to renew authorizations of the Board

Nokia Board of Directors will propose that the Annual General Meeting authorize
the Board to resolve to repurchase a maximum of 225 million Nokia shares. The
proposed amount corresponds to approximately 4.7 per cent of the current total
number of shares. The shares may be repurchased to develop the capital structure
of the Company, to finance or carry out acquisitions or other arrangements, to
grant incentives to key persons or in connection with these, to be transferred
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, including also use of certain derivative, share lending or
other arrangements.


The Board will also propose that it be authorized to resolve to dispose a
maximum of 225 million Nokia shares at a price determined by the Board. The
authorization is proposed to allow disposal of shares in proportion other than
that of the shareholders' pre-emptive rights to the Company's shares. The shares
may also be disposed through public trading.


Furthermore, the Board will propose that it be authorized 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 may amount to an
aggregate maximum of EUR 57 million or 950 million shares, of which a maximum of
EUR 3 million or 50 million shares may result from incentive plans. The total
proposed amount corresponds to approximately 19.9 per cent of the current total
voting rights. The Board proposes to be authorized to disapply the shareholders'
pre-emptive rights to the Company's shares.


It is proposed that all authorizations be effective for a period of one year
until March 27, 2004.


Board Composition 2003

Nomination Committee will propose to the Annual General Meeting on March 27,
2003 that the number of Board members be nine and that all the present Board
members - Paul J. Collins, Georg Ehrnrooth, Bengt Holmstrom, Per Karlsson, Jorma
Ollila, Robert F. W. van Oordt, Marjorie Scardino, Vesa Vainio and Arne Wessberg
- be re-elected for a term of one year.


The proposals by the Board of Directors to the Annual General Meeting will be
available on Nokia's Internet pages at www.nokia.com/agm after February 10,
2003.


Further information:


Nokia
Corporate Communications
Tel. [phone]
Fax  [phone]
Email [e-mail]

www.nokia.com




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