Resolutions of Nokia Annual General Meeting 04

Nokia Corporation

Stock Exchange Release

June 17, 2014 at 18:05 (CET +1)

Espoo, Finland -The Annual General Meeting of Nokia Corporation held on June 17, 2014 (AGM) made the following resolutions:

Dividend

The AGM resolved to distribute an ordinary dividend of EUR 0.11 per share for year 2013. In addition the AGM resolved to distribute a special dividend of EUR 0.26 per share. The ex-dividend date is June 18, 2014, the record date June 23, 2014 and the dividend will be paid on or about July 3, 2014.

Board and Committee members elected

The AGM resolved to elect nine members to the Board of Directors. The following members of the Nokia Board were re-elected for a term ending at the close of the Annual General Meeting in 2015: Bruce Brown, Elizabeth Doherty, Jouko Karvinen, M rten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. Vivek Badrinath and Dennis Strigl were elected as new members of the Board for the same term. The resum 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 its assembly meeting, the Board of Directors elected Risto Siilasmaa as Chairman of the Board, and Jouko Karvinen as Vice Chairman of the Board.

The Board of Directors also elected the members of the Board Committees. Bruce Brown was elected as Chairman and Kari Stadigh and Dennis Strigl as members of the Personnel Committee. Jouko Karvinen was elected as Chairman and Vivek Badrinath, Elizabeth Doherty and Elizabeth Nelson as members of the Audit Committee. Jouko Karvinen was elected as Chairman and Bruce Brown ja 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 of Directors for the term ending at the Annual General Meeting in 2015: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and EUR 130 000 for each 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 own shares held by the Company, which shares shall be retained until the end of the Board membership in line with the current Nokia policy (except for those 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 of 2014.

The AGM authorized the Board of Directors to resolve to repurchase a maximum of 370 million Nokia shares. The shares may be repurchased under the proposed authorization in order to optimize the capital structure of the Company and are expected to be cancelled. In addition, shares may be repurchased in order 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 December 17, 2015 and terminated the authorization for repurchasing of the Companys shares granted by the Annual General Meeting on May 7, 2013.

The AGM also resolved to authorize the Board of Directors to issue a maximum of 740 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 December 17, 2015 and terminated the authorization for issuance of shares and special rights entitling to shares resolved at the Annual General Meeting on May 7, 2013.

FORWARD-LOOKING STATEMENTS

It should be noted that Nokia and its business 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) expectations, plans or benefits related to Nokias new strategy; B) expectations, plans or benefits related to future performance of Nokias continuing businesses Networks, HERE and Technologies; C) expectations, plans or benefits related to changes in leadership and operational structure; D) expectations regarding market developments, general economic conditions and structural changes; E) expectations and targets regarding performance, including those related to market share, prices, net sales and margins; F) the timing of the deliveries of our products and services; G) expectations and targets regarding our financial performance, cost savings and competitiveness as well as results of operations; H) expectations and targets regarding collaboration and partnering arrangements; I) the outcome of pending and threatened litigation, disputes, regulatory proceedings or investigations by authorities; J) expectations regarding restructurings, investments, uses of proceeds from transactions, acquisitions and divestments and our ability to achieve the financial and operational targets set in connection with any such restructurings, inve

LINK:	http://company.nokia.com/en/news/press-releases/2014/06/17/resolutions...
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