Notice of the Annual General Meeting of Nokia C...

Nokia Corporation
Stock exchange release
February 2, 2011 at 12.45 (CET +1)

Notice is given to the shareholders of Nokia Corporation (the "Company") of the
Annual General Meeting to be held on Tuesday, May 3, 2011 at 3:00 p.m. at
Helsinki Fair Centre, Amfi Hall, Messuaukio 1, Helsinki, Finland. The reception
of persons who have registered for the Meeting will commence at 1:30 p.m.

 A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of the persons to confirm the minutes and to verify the counting of
votes
4. Recording the legal convening of the Meeting and quorum
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Presentation of the Annual Accounts, the report of the Board of Directors and
the Auditor's report for the year 2010
- Review by the President and CEO
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board proposes to the Annual General Meeting a dividend of EUR 0.40 per
share for the fiscal year 2010. The dividend would be paid to shareholders
registered in the Register of Shareholders of the Company on the record date of
the dividend payment, May 6, 2011. The Board proposes that the dividend will be
paid on or about May 20, 2011.

9. Resolution on the discharge of the members of the Board of Directors and the
President from liability
10. Resolution on the remuneration of the members of the Board of Directors

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the remuneration payable to the members of the Board to be
elected at the Annual General Meeting for a term ending at the Annual General
Meeting in 2012, be remain at the same level than during the past three years
and be 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 if
elected to the Board. In addition, the Committee proposes that the Chairman of
the Audit Committee and Chairman of the Personnel Committee will each receive 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 Corporate Governance and
Nomination Committee proposes that approximately 40 per cent of the remuneration
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 the shares needed to offset any costs relating to the acquisition of
the shares, including taxes).

11. Resolution on the number of members of the Board of Directors

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the number of Board members be eleven.

12. Election of members of the Board of Directors

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the following current Nokia Board members be re-elected as
members of the Board of Directors for a term ending at the Annual General
Meeting in 2012: Dr. Bengt Holmström, Prof. Dr. Henning Kagermann, Per Karlsson,
Isabel Marey-Semper, Jorma Ollila, Dame Marjorie Scardino and Risto Siilasmaa.
The Committee also proposes that Jouko Karvinen, Helge Lund, Kari Stadigh and
Stephen Elop be elected as new members of the Board for the same term.

Jouko Karvinen is CEO of Stora Enso Oyj, Helge Lund President of Statoil Group,
Kari Stadigh Group CEO and President of Sampo plc and Stephen Elop President and
CEO of Nokia Corporation.

13. Resolution on the remuneration of the Auditor

The Board's Audit Committee proposes to the Annual General Meeting that the
external auditor to be elected at the Annual General Meeting be reimbursed
according to the invoice of the auditor and in compliance with the purchase
policy approved by the Audit Committee.

14. Election of Auditor

The Board's Audit Committee proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy be re-elected as the auditor of the Company for the
fiscal year 2011.

15. Authorizing the Board of Directors to resolve to repurchase the Company's
own shares

The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 360 million Nokia shares by using funds in
the unrestricted shareholders' equity. Repurchases will reduce funds available
for distribution of profits. 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

a) through a tender offer made to all the shareholders on equal terms; or
b) through public trading by repurchasing the shares in another proportion than
that of the current shareholders.

It is proposed that the authorization be effective until June 30, 2012 and
terminate the corresponding authorization granted by the Annual General Meeting
on May 6, 2010.

16. Grant of stock options to selected personnel of Nokia

The Board proposes that as a part of Nokia's Equity Program 2011 selected
personnel of Nokia Group be granted a maximum of 35 000 000 stock options, which
entitle to subscribe for a maximum of 35 000 000 Nokia shares.

The exercise prices (i.e. share subscription prices) of the stock options will
be determined at time of their grant on a quarterly basis and the stock options
will be divided into sub-categories based on their exercise price. The exercise
price for each sub-category of stock options will equal to the trade volume
weighted average price of the Nokia share on NASDAQ OMX Helsinki during the
predefined period of time within the relevant quarter. The exercise price paid
will be recorded in the fund for invested non-restricted equity.

Stock options in the plan may be granted until the end of 2013. The Stock
options have a term of approximately six years and they will vest three or four
years after the grant. The exercise period (i.e. share subscription period) will
commence no earlier than July 1, 2014, and terminate no later than December
27, 2019.

17. Closing of the Meeting

B. Documents of the Annual General Meeting

The proposals of the Board of Directors and its Committees relating to the
agenda of the Annual General Meeting as well as this notice are available on the
Company's website at www.nokia.com/agm. The "Nokia in 2010" document, which
includes the Company's annual accounts, the review of the Board of Directors and
the auditor's report, is available on the above-mentioned website on week 13.
The proposals of the Board of Directors and the annual accounts will also be
available at the Meeting. Copies of these documents and of this notice will be
sent to shareholders upon request.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on April 19, 2011 in the Register of
Shareholders of the Company, has the right to participate in the Annual General
Meeting. A shareholder, whose shares are registered on his/her Finnish book-
entry account, is registered in the Register of Shareholders of the Company. A
shareholder, who wishes to participate in the Annual General Meeting, may
register for the Meeting by giving a prior notice of participation no later than
on April 27, 2011 at 4:00 p.m. (Finnish time) by which time the registration
needs to arrive in the Company. Such notice can be given:

a) through Nokia's website at www.nokia.com/agm;
b) by telephone to [phone] from Monday to Friday at 10:00 a.m. to 4:00
p.m. (Finnish time);
c) by telefax to [phone]; or
d) by letter to the Registry of Shareholders, Nokia Corporation, P.O. Box 226,
Fl-00045 NOKIA GROUP.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number, the name of a
possible assistant and the name and the personal identification number of a
possible proxy representative.

2. Advance Voting

A shareholder, who has a Finnish book-entry account, may vote in advance on
certain items of the agenda of the Annual General Meeting through the Company's
website from February 2, 2011 at 9:00 a.m. to April 27, 2011 at 4:00 p.m. Unless
a shareholder voting in advance will be present in person or by proxy in the
Meeting, he/she may not be able to use his/her right under the Finnish Companies
Act to request information or a vote in the meeting and if  decision proposals
regarding certain agenda item have changed after the beginning of the advance
voting period, his/her possibility to vote on such item may be restricted. The
conditions and other instructions relating to the electronic advance voting may
be found on the Company's website www.nokia.com/agm. The Finnish book-entry
account number of the shareholder is needed for voting in advance.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights at the Meeting by proxy. A proxy representative shall produce a dated
proxy document or otherwise in a reliable manner demonstrate his/her right to
represent the shareholder at the Annual General Meeting. Should a shareholder
participate in the meeting by means of several proxy representatives
representing the shareholder with shares in different book-entry accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the Annual General Meeting.
Possible proxy documents should be delivered in originals to Nokia's Registry of
Shareholders before the last date for registration.

4. Holders of nominee registered shares

A holder of nominee registered shares is advised without delay to request from
his/her custodian bank necessary instructions regarding the registration in the
Register of Shareholders of the Company, issuing of proxy documents and
registration for the Annual General Meeting. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be entered in the
temporary Register of Shareholder of the Company at the latest on April
28, 2011 at 4:00 p.m. Further information on these matters can also be found on
the Company's website www.nokia.com/agm.

5. Other instructions and information

On the date of this notice to the Annual General Meeting, January 27, 2011, the
total number of shares in Nokia Corporation and votes represented by such shares
is 3 744 956 052.

Doors of the meeting venue will open at 1:30 p.m. The participants are kindly
invited to the coffee reception before the meeting. The Meeting will be
conducted in Finnish, and simultaneous translation will be available into
Swedish and English.

Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the Meeting.

Espoo, January 27, 2011

BOARD OF DIRECTORS

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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