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

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

Nokia Corporation

Stock exchange release

February 1, 2010 at 9.00 (CET +1)


Notice is given to the shareholders of Nokia Corporation (the "Company") to the
Annual General Meeting to be held on Thursday, May 6, 2010 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 2009, the report of the Board of
Directors and the Auditor's report for the year 2009



- 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 2009. The dividend will be paid to shareholders
registered in the Register of Shareholders held by Euroclear Finland Ltd on the
record date of the dividend payment, May 11, 2010. The Board proposes that the
dividend will be paid on or about May 25, 2010.



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 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. 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 those 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



Georg Ehrnrooth, Nokia Board Audit Committee Chairman since 2007 and Board
member since 2000, has informed that he will not stand for re-election. The
Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the number of Board members be ten.



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 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.



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 2010.



15. Resolution on the amendment of the Articles of Association



The Board proposes to the Annual General Meeting the Articles of Association of
the Company to be amended as follows:



- Amend the provision on the object of the Company to reflect more precisely its
current business activities (Article 2).



- Amend the provision on the notice of a General Meeting to the effect that the
provisions on the publication date of the notice corresponds to the amended
provisions of the Finnish Companies Act and to allow the publication of the
notice in the same manner as the other official disclosures  of the Company
(Article 10).



16. 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, 2011 and
terminate the corresponding authorization granted by the Annual General Meeting
on April 23, 2009.



17. Authorization to the Board of Directors to resolve on the issuance of shares
and special rights entitling to shares



The Board proposes that the Annual General Meeting authorizes the Board to
resolve to issue a maximum of 740 million shares during the validity period of
the authorization through issuance of shares or special rights entitling to
shares (including stock options) under Chapter 10, Section 1 of the Finnish
Companies Act 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.



It is proposed that the authorization include the right for the Board to resolve
on all the terms and conditions of the issuance of shares and such special
rights, including to whom shares or special rights may be issued as well as the
consideration to be paid. The authorization thereby includes the right to
deviate from the shareholders' pre-emptive rights within the limits set by law.



 It is proposed that the authorization be effective until June 30, 2013 and
terminate the corresponding authorization granted by the Annual General Meeting
on May 3, 2007.



18. 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 <

http://www.nokia.com/agm>. The "Nokia in
2009" document, which includes the Company's annual accounts, the review of the
Board of Directors and the auditor's report, is scheduled to be available on the
above-mentioned website on week 12. The proposals of the Board of Directors and
the annual accounts are also 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 26, 2010 in the Register of
Shareholders of the Company held by Euroclear Finland Ltd, has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal book-entry account, is registered in the Register
of Shareholders of the Company. A shareholder, who wants to participate in the
Annual General Meeting, shall register for the Meeting by giving a prior notice
of participation no later than April 30 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 <

http://www.nokia.com/agm>
(available only for directly registered shareholders);

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.



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.



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 1, 2010 at 9:00 a.m. to April 30, 2010 at 4:00 p.m. A
shareholder voting in advance may not use his/her right under the Finnish
Companies Act to ask questions or request a vote and his/her possibility to vote
on an item regarding which the decision proposals may have changed after the
beginning of the advance voting period may be restricted unless he/she will
attend the meeting in person or by way of proxy representation. The conditions
and other instructions relating to the electronic advance voting may be found on
the company's website www.nokia.com/agm <

http://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 way of proxy representation. 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, the 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 general meeting, to be temporarily entered in the
shareholders' register of the company at the latest on May 3, 2010 at 4:00 p.m.
Further information on these matters can also be found on the Company's website
www.nokia.com/agm <

http://www.nokia.com/agm>.



5. Other instructions and information



On the date of this notice to the Annual General Meeting, January 28, 2010, the
total number of shares and votes in Nokia Corporation is 3 744 956 052.



The Meeting will be conducted in Finnish, and simultaneous translation will be
available into Swedish and English.



Espoo, January 28, 2010



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 <

http://www.nokia.com/>







[HUG#1378992]



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NOKIA
P.O. Box 226<br>FIN-00045 NOKIA GROUP   Espoo null

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