Resolutions of the Nokia Annual General Meeting 05

Nokia Corporation

Stock Exchange Release

May 5, 2015 at 20:40 (CET +1)

Resolutions of the Nokia Annual General Meeting 2015

Espoo, Finland -The Annual General Meeting (AGM) of Nokia Corporation was held on May 5, 2015 and adopted the following resolutions:

Dividend

The AGM resolved to distribute a dividend of EUR 0.14 per share for the year 2014. The ex-dividend date on Nasdaq Helsinki is May 6, 2015, the record date May 7, 2015 and the dividend will be paid on or about May 21, 2015.

Members of the Board of Directors and Boards Committees elected

The AGM resolved to elect eight members to the Board of Directors of Nokia (Board). The following members of the Board were re-elected for a term ending at the close of the Annual General Meeting in 2016: Vivek Badrinath, Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. Simon Jiang was elected as new member of the Board for the same term. The r sum s of the elected Board members are available at http://company.nokia.com/en/about-us/corporate-governance/board-of-directors/meet-the-board.

In an assembly meeting that took place after the AGM, the Board elected Risto Siilasmaa as Chairman of the Board, and Jouko Karvinen as Vice Chairman of the Board.

The Board also elected the members of the Boards Committees. Jouko Karvinen was elected as Chairman and Vivek Badrinath, Elizabeth Doherty and Elizabeth Nelson as members of the Audit Committee. Bruce Brown was elected as Chairman and Simon Jiang and Kari Stadigh as members of the Personnel Committee. Risto Siilasmaa was elected as Chairman and Bruce Brown, Jouko Karvinen and Kari Stadigh as members of the Corporate Governance and Nomination Committee.

The AGM resolved the following annual fees to be paid to the members of the Board for the term ending at the Annual General Meeting in 2016: EUR 440 000 for the Chairman of the Board, EUR 150 000 for the Vice Chairman of the Board and EUR 130 000 for each Board member. In addition, the AGM resolved that the Chairmen of the Audit Committee and the Personnel Committee will each be paid 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 AGM also resolved, in line with companys Corporate Governance Guidelines, that approximately 40% of the remuneration will be paid in Nokia shares purchased from the market, or alternatively by using treasury shares held by the Company. These shares the Board members shall retain until the end of the Board membership in line with the current Nokia policy (excluding the shares needed to offset any costs relating to the acquisition of the shares, including taxes).

Other resolutions of the Annual General Meeting

The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokia for the fiscal year 2015.

The AGM authorized the Board to resolve to repurchase a maximum of 365 million Nokia shares. The shares may be repurchased under the proposed authorization in order to optimize the capital structure of the Company, to finance or carry out acquisitions or other arrangements, to settle the Companys equity-based incentive plans, or to be transferred for other purposes. The authorization is effective until November 5, 2016 and it terminated the corresponding repurchase authorization granted by the Annual General Meeting on June 17, 2014.

The AGM also resolved to authorize the Board to issue a maximum of 730 million shares through issuance of shares or special rights entitling to shares in one or more issues. The authorization may be used to develop the Companys capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the Companys equity-based incentive plans, or for other purposes resolved by the Board. Under the authorization, the Board may issue new shares or shares held by the Company. The 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 of shares or special rights in deviation from the shareholders pre-emptive rights within the limits set by law. The authorization is effective until November 5, 2016 and it terminated the corresponding authorization granted by the Annual General Meeting on June 17, 2014.

FORWARD-LOOKING STATEMENTS

It should be noted that Nokia and its businesses are exposed to various risks and uncertainties and certain statements herein that are not historical facts are forward-looking statements, including, without limitation, those regarding: A) the outcome, transaction timeline and closing of the proposed combination of Nokia and Alcatel-Lucent pursuant to a memorandum of understanding (MoU) as announced on April 15, 2015 (Proposed transaction) and the ability of Nokia to integrate Alcatel-Lucent into Nokia operations (Combined company) and achieve the targeted benefits; B) satisfaction of conditions precedent including closing conditions related to the Proposed transaction in a timely manner, or at all, including obtaining required regulatory approvals, the confirmation and approval of our shareholders for the Proposed transaction and successfully completing tenders for the Alcatel-Lucent shares; C) expectations, plans or benefits related to Nokias strategies, including the review of strategic options for our HERE business; D) expectations, plans or benefits related to future performance of Nokias businesses Nokia Networks, HERE and Nokia Technologies; E) expectations, plans or benefits related to changes in our management and other leadership, operational structure and operating model, including the expected characteristics, business and operations of the Combined company; F) expectations regarding market developments, general economic conditions and structural changes; G)

LINK:	http://company.nokia.com/en/news/press-releases/2015/05/05/resolutions...
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