Nokia Board of Directors convenes Annual Genera...

NOKIA / Nokia Board of Directors convenes 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
January 28, 2010 at 13.20 (CET +1)

Nokia Board of Directors convenes Annual General Meeting 2010

Dividend of EUR 0.40 per share will be proposed for 2009, same as the dividend
per share paid for 2008

Espoo, Finland - Nokia announced today that its Board of Directors has resolved
to convene the Annual General Meeting on May 6, 2010 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
- Proposals on the Board composition and remuneration
- Proposals to authorize the Board to repurchase and issue shares
- Proposal to amend the Articles of Association
- Proposal to re-elect the external auditor

Proposal to pay a dividend

The Board will propose to the Annual General Meeting that a dividend of EUR
0.40 per share be paid for the fiscal year 2009. The dividend ex-date would be
May 7, 2010, the record date May 11, 2010 and the payment date on or about May
25, 2010.

Proposals on Board composition and remuneration

Georg Ehrnrooth, Nokia Board Audit Committee Chairman since 2007 and Board
member since 2000, has informed that he will not stand for re-election. Mr.
Ehrnrooth has been a member of the Audit Committee since 2000, a member of the
Personnel Committee in 2006 and a member of Corporate Governance and Nomination
Committee since 2007.

The Board's Corporate Governance and Nomination Committee will propose to the
Annual General Meeting that the number of Board members be ten, and that the
following current Nokia Board members be re-elected as members of the Nokia
Board of Directors for a term ending at 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. Additional information about the
Board member candidates will be available in the Committee proposal.

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 May 6, 2010 for a term ending at the Annual General
Meeting in 2011, be unchanged from 2008 and 2009 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, as in the past,
approximately 40% of the remuneration be paid in Nokia Corporation 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).

Proposals to authorize the Board to repurchase and issue shares

The Board will propose that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 360 million Nokia shares. The proposed
maximum number of shares is the same as in the Board's current share repurchase
authorization and it represents less than 10 % of all the shares of the Company.
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 would be effective until June 30, 2011 and terminate
the current authorization granted by the Annual General Meeting on April
23, 2009.

The Board will also propose that the Annual General Meeting authorize the Board
to resolve to issue a maximum of 740 million shares through issuance of shares
or special rights entitling to shares in one or more issues. The Board proposes
that 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 proposed 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 in deviation
from the shareholders' pre-emptive rights. The authorization would be effective
until June 30, 2013 and terminate the current authorization granted by the
Annual General Meeting on May 3, 2007.

Other proposals to the Annual General Meeting 2010

The Board will propose to the Annual General Meeting to amend the Articles of
Association so that the provision on the line of business of the Company would
reflect more precisely its current business activities and that the provision on
the publication of the notice to the Annual General Meeting would be aligned
with the amendments to the Finnish Companies Act and it would allow the
publication of the notice in the same manner as the other official disclosures
of the Company.

The Board's Audit Committee will propose to the Annual General Meeting 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 will be available on Nokia's website at www.nokia.com/agm as from
January 29, 2010. The notice to the Annual General Meeting will be published on
February 1, 2010.

FORWARD-LOOKING STATEMENTS
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) our ability
to develop and grow our consumer Internet services business; D) expectations
regarding market developments and structural changes; E) expectations regarding
our mobile device volumes, market share, prices and margins; F) expectations and
targets for our results of operations; G) the outcome of pending and threatened
litigation; H) 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 I) 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 related
financial crisis and their impact on us, our customers and end-users of our
products, services and solutions, our suppliers and collaborative partners; 2)
the development of the mobile and fixed communications industry, as well as 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; 3) the intensity of competition in the mobile and
fixed communications industry and our ability to maintain or improve our market
position or respond successfully to changes in the competitive landscape; 4)
competitiveness of our product, services and solutions portfolio; 5) our ability
to successfully manage costs; 6) exchange rate fluctuations, including, in
particular, fluctuations between the euro, which is our reporting currency, and
the US dollar, the Japanese yen, the Chinese yuan and the UK pound sterling, as
well as certain other currencies; 7) the success, financial condition and
performance of our suppliers, collaboration partners and customers; 8) our
ability to source sufficient amounts of fully functional components,
sub-assemblies, software and content without interruption and at acceptable
prices; 9) the impact of changes in technology and our ability to develop or
otherwise acquire and timely and successfully commercialize complex technologies
as required by the market; 10) the occurrence of any actual or even alleged
defects or other quality, safety or security issues in our products, services
and solutions; 11) the impact of changes in government policies, trade policies,
laws or regulations or political turmoil in countries where we do business; 12)
our success in collaboration arrangements with others relating to development of
technologies or new products, services and solutions; 13) 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;
14) inventory management risks resulting from shifts in market demand; 15) 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 solutions; 16) 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;
17) any disruption to information technology systems and networks that our
operations rely on; 18) developments under large, multi-year contracts or in
relation to major customers; 19) the management of our customer financing
exposure; 20) our ability to retain, motivate, develop and recruit appropriately
skilled employees; 21) whether, as a result of investigations into alleged
violations of law by some 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 violations that may
have occurred after the transfer, of such assets and employees that could result
in additional actions by government authorities; 22) 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; 23) unfavorable outcome of litigations; 24) allegations
of possible health risks from electromagnetic fields generated by base stations
and mobile devices and lawsuits related to them, regardless of merit; as well as
the risk factors specified on pages 11-28 of Nokia's annual report on Form 20-F
for the year ended December 31, 2008 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.

Media and Investor Contacts:

Nokia
Communications
Tel. [phone]
Email: [e-mail]

Investor Relations Europe
Tel. [phone]

Investor Relations US
Tel. [phone]

www.nokia.com <

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