Nokia Board of Directors convenes Annual Genera...

Dividend of EUR 0.40 per share will be proposed for 2010 (EUR 0.40 for 2009)

Nokia Corporation
Stock Exchange Release
January 27, 2011 at 13.15 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors has resolved
to convene the Annual General Meeting on May 3, 2011 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
- Proposal for a new stock option plan as part of Nokia Equity Program 2011
- Proposal to authorize the Board to repurchase shares to maintain flexibility
but with no current plans to repurchase shares in 2011
- 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 2010. The dividend ex-date would be
May 4, 2011, the record date May 6, 2011 and the payment date on or about May
20, 2011.

Proposals on Board composition and remuneration
Nokia Board members, Lalita Gupte and Keijo Suila, have informed that they will
no longer be available for the Nokia Board of Directors. Ms Gupte was first
appointed to Nokia Board in 2007 and she has been a member of the Audit
Committee during her entire directorship. Mr Suila has been Nokia Board member
since 2006 and he is currently also a member of the Personnel Committee.

The Board's Corporate Governance and Nomination Committee will propose to the
Annual General Meeting that the number of Board members be eleven (11) 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 2012:
Bengt Holmström, Henning Kagermann, Per Karlsson, Isabel Marey-Semper, Jorma
Ollila, Marjorie Scardino and Risto Siilasmaa.

In addition, the Committee will propose that Jouko Karvinen, CEO of Stora Enso
Oyj, Helge Lund, President and CEO of Statoil Group, and Kari Stadigh, Group CEO
and President of Sampo plc, be elected as members of the Nokia Board of
Directors for a term ending at the Annual General Meeting in 2012. Also, the
Committee will propose election of Stephen Elop, President and CEO of Nokia
Corporation, to Nokia Board of Directors for the same term.

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 3, 2011 for a term ending at the Annual General
Meeting in 2012, remain at the same level than during the past three years as
follows: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and
EUR 130 000 for each member, excluding the President and CEO of Nokia if elected
to the Nokia Board; 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).

New stock option plan as part of Nokia Equity Program 2011
As part of Nokia Equity Program 2011, the Board proposes to the Annual General
Meeting that selected personnel of Nokia Group be granted a maximum of 35
million stock options until the end of 2013. The planned maximum annual grant
for the year 2011 under this Stock Option Plan 2011 is approximately 12 million
stock options, with the remaining stock options available through the end of
2013.  The proposed 2011 Stock Option Plan will succeed the previous 2007 Stock
Option Plan approved by the Annual General Meeting 2007 which has not been
available for further grants of stock since the end of 2010. The stock options
entitle recipients to subscribe for a maximum of 35 million Nokia shares over
the life of the plan. The sub-categories of stock options to be granted under
the plan will have a term of approximately six years.  The vesting periods of
the stock options are as follows: 50% of shares granted under each subcategory
vesting after three years from grant date and remaining 50% vesting four years
after the relevant grant date. The exercise period for the first sub-category
will commence on July 1, 2014 and the exercise period for the last sub-
categories will expire on December 27, 2019. The exercise prices (i.e., share
subscription prices) shall be determined on a quarterly basis at grant and will
be equal to the market price of the Nokia share quoted in public trading at the
time of the pricing, as determined in the plan's terms and conditions.

The overall Nokia Equity Program 2011, following previous years' practice, has
the below structure as approved by the Board of Directors and subject to the
approval of the Stock Option Plan 2011 by the Annual General Meeting:

- Performance Shares - offered as the main equity-based incentive to
approximately 4 700 employees, who receive shares only upon the achievement of
threshold level for the two independent performance criteria: Average Annual Net
Sales Growth and Average Annual EPS;
- Stock options - a more limited plan, used in conjunction with performance
shares on a selective basis for senior managers, to  better align with a focus
on Nokia share price appreciation; and
- Restricted Shares - granted on a very selective basis to retain our high
potential and critical talent, vital to the future success of Nokia.

As Nokia clarifies its strategic directions, the Equity Program 2011 will
support employee focus and alignment with the company's targets. The Equity
Program 2011, like Nokia equity programs of previous years, will attract, retain
and motivate critical talent. Similarly, it intends to align the potential value
participants receive directly with the long-term performance of the company,
thus aligning the participants' interests with Nokia shareholders' interests.
Nokia's balanced approach and use of the performance-based plan as the main
long-term incentive vehicle effectively contributes to the long-term value
creation and sustainability of the company and ensures that compensation is
based on performance.

Under the Nokia Performance Share Plan 2011, Nokia shares will be delivered
provided that the Company's performance reaches at least one of the required
threshold levels measured by two independent performance criteria:

(1) Average annual net sales growth during the performance period; and

(2)Average annual earnings per share (EPS) (diluted, non-IFRS) during the
performance period.

The threshold and maximum levels for the Performance Share Plan 2011 are
scheduled to be determined and disclosed during the first quarter of 2011. No
Performance Shares will be granted under the plan prior to that.

The Performance Share Plan 2011 has a three-year performance period (2011-
2013). The grant of Performance Shares in 2011 may result in an aggregate
maximum payout of 28 million Nokia shares, should the maximum level for both
performance criteria be met. Nokia intends to continue to grant performance
shares also in 2012-2013 up to a total maximum payout of approximately 56
million Nokia shares, should the maximum level for both performance criteria be
met.

 The Restricted Share Plan 2011 has a three-year restriction period. The grant
of Restricted Shares in 2011 may result in an aggregate maximum payout of 9
million Nokia shares. Nokia intends to continue to grant restricted shares also
in 2012-2013 up to total payout of approximately 18 million Nokia shares.

 As of December 31, 2010, the total maximum dilution effect of Nokia's equity
program currently outstanding, assuming that the performance shares are
delivered at maximum level, is approximately 1.5 %. The potential maximum effect
of the Nokia Equity Program 2011 will be approximately another 1.3 %.

 The performance period for the Performance Share Plan 2008 ended on December
31, 2010, and there will be no settlement under the plan as the threshold
performance criteria of EPS and Average Annual Net Sales Growth were not met. To
fulfill the Company's obligations under other, considerably more limited equity
incentive plans, Nokia's Board of Directors has resolved to issue a total amount
of 1 315 000 Nokia shares (NOK1V) held by the Company to settle its commitment
to approximately 500 participants, employees of the Nokia Group.

Proposals to authorize the Board to repurchase 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, 2012 and terminate
the current authorization granted by the Annual General Meeting on May 6, 2010.

The repurchase authorization is proposed to maintain flexibility, but the Board
has no current plans for repurchases during 2011.

Election of external auditor
In addition, 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 notice to the Annual General Meeting and the complete proposals by the Board
and its Committees to the Annual General Meeting are scheduled to be published
on Nokia's website at www.nokia.com/agm on February 2, 2011.

Press kit available at 

http://www.nokia.com/A4686368?kit=135

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.

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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