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Nokia Board of Directors approves the Nokia Equity Program 2013 and introduces a new Employee Share Purchase Plan as part of the Program


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© Marketwire 2013
2013-01-24 12:57:53 -

ESPOO, FINLAND -- (Marketwire) -- 01/24/13 --



Nokia Corporation
Stock Exchange Release
January 24, 2013 at 13.30 (CET +1)




Espoo, Finland - Nokia announced today that Nokia's Board of Directors has
approved the Nokia Equity Program 2013. In addition to the equity
instruments used in previous years, the Board of Directors approved the
launch of a new Employee Share Purchase Plan. The Nokia Equity Program 2013
includes the following equity instruments:



- A new Employee Share Purchase Plan for Nokia employees in selected
jurisdictions, entitling the eligible employees to contribute a part of
their salary to purchase Nokia shares. After a designated holding period
Nokia will offer the employees one matching share for each two purchased
shares;



- Performance Shares, which are dependent on the achievement of two
independent financial performance criteria;



- Restricted Shares, which are dependent on continued employment during a
three-year restriction period and are used together with Performance
Shares; and



- Stock Options, which are used on a more limited basis at the executive
level.



The purpose of the Nokia Equity Program 2013



The Nokia Equity Program 2013 is designed to support the participants'
focus and alignment with the company's strategy and targets. Nokia's use of
the
performance-based plan in conjunction with the restricted share plan as the
main
long-term incentive vehicles is planned to effectively contribute to the
long-term value creation and sustainability of the company and to align the
interests of the employees with those of the shareholders. It is also
designed to ensure that the overall equity-based compensation is based on
performance, while also ensuring the recruitment and retention of talent
vital to the future success of Nokia.





The new Employee Share Purchase Plan



Under the Employee Share Purchase Plan, the eligible Nokia employees can
elect to make monthly contributions from their salary to purchase Nokia
shares. Participation in the plan is voluntary for the employees.



The annual limit which the participant can contribute to the plan will be
between a minimum of EUR 60 and a maximum of the lower of (1) EUR 1 200 and
(2) 10% of a participant's annual gross base salary. Generally, the share
purchases will be made at market value on pre-determined dates on a monthly
basis during a
12-month period. Nokia will offer one matching share for every two
purchased shares the participant still holds after the last monthly
purchase has been made in June 2014. The total maximum amount of employee
contributions during the plan cycle commencing in 2013 will be
approximately EUR 22 million, which equals approximately 6.3 million Nokia
shares using the January 23, 2013 closing share price of EUR 3.49. Based on
the matching ratio of one matching share for every two purchased shares,
the number of matching shares would be 3.15 million. In addition, to
encourage participation in the plan, Nokia will offer 20 free shares for
every participant making the first three consecutive monthly share
purchases in the first year.



The Employee Share Purchase Plan is planned to be offered to Nokia
employees (excluding Nokia Siemens Networks' employees) in 27 countries for
the plan cycle commencing in 2013. The first savings period is intended to
start in June 2013 and the first monthly purchases are planned to be made
in July 2013. Any future offers of the plan after the first plan cycle in
2013-2014 must be approved by the Board.



Performance Shares and Restricted Shares



Under the Performance Share Plan 2013, Nokia shares will be delivered
provided that the financial performance reaches at least one of the
required threshold levels measured by two independent performance criteria.
The performance criteria are average annual net sales and average annual
earnings per share for the performance period. The threshold and maximum
levels for the Performance Share Plan 2013 are scheduled to be determined
and disclosed during the first quarter of 2013. No Performance Shares will
be granted under the plan prior to that. The plan has a
two-year performance period (2013-2014) and a subsequent one-year
restriction period. Accordingly, the amount of shares based on the
financial performance during the
two-year performance period will vest after 2015. The grant of Performance
Shares in 2013 may result in an aggregate maximum payout of 32 million
Nokia shares, should the maximum level for both performance criteria be
met.



The Restricted Share Plan 2013 has a three-year restriction period. The
grant of Restricted Shares in 2013 may result in an aggregate maximum
payout of 16 million Nokia shares.



Stock Options



As part of the Nokia Equity Program 2013, stock options will be granted
under the Nokia Stock Option Plan 2011 approved by the Annual General
Meeting 2011. Stock options can be granted under the Stock Option Plan 2011
until the end of 2013 and they have a vesting period of 50% of stock
options vesting three years after grant and the remaining 50% vesting four
years from grant. The exercise price of the stock options is determined at
the time of grant, on quarterly basis, in accordance with a pre-agreed
schedule after the release of Nokia's periodic financial results. The
planned maximum number of stock options to be granted during 2013 is
approximately 11 million. The stock options to be granted in 2013 will
expire on December 27, 2019.



Employees covered by the Equity Program 2013



Following last year's practice, the primary equity instruments for the
executive employees are performance shares and stock options. For directors
below the executive level, the primary equity instruments are performance
shares and restricted shares. Below the director level, performance shares
and restricted shares are used on a selective basis to ensure retention and
recruitment of functional mastery and other employees deemed critical to
Nokia's future success.



Approximately 38 500 employees in 27 countries are planned to be offered
the possibility to participate in the Employee Share Purchase Plan for the
plan cycle commencing in 2013, provided that there are no local regulatory
or administrative restraints for the offer. Approximately 3 500 employees
are expected to participate in the Nokia Performance Share Plan, Restricted
Share Plan and Stock Option Plan in 2013.



Dilution effect



As of December 31, 2012, the total maximum dilution effect of Nokia's
equity program currently outstanding, assuming that the performance shares
would be delivered at maximum level, is approximately 2.5%. The potential
maximum effect of the Nokia Equity Program 2013 would be approximately
another 1.7%, again assuming the delivery at maximum level for performance
shares, and the delivery of matching shares against the maximum amount of
contributions of approximately EUR 22 million and the delivery of 20 free
shares to the participants under the Employee Share Purchase Plan. The
calculation for the Employee Share Purchase Plan is based on the January
23, 2013 Nokia closing share price of EUR 3.49.



Settlements under various Nokia equity plans



The performance period for the Performance Share Plan 2010 ended on
December 31, 2012, and as the threshold performance criteria of EPS and
average annual net sales growth were not met, there will be no settlement
to the participants under the plan. 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 1 616 000 Nokia
shares (NOK1V) held by the Company without consideration to settle its
commitment to approximately 300 participants, employees of the Nokia Group.



About Nokia



Nokia is a global leader in mobile communications whose products have
become an integral part of the lives of people around the world. Every day,
more than 1.3 billion people use their Nokia to capture and share
experiences, access information, find their way or simply to speak to one
another. Nokia's technological and design innovations have made its brand
one of the most recognized in the world. For more information, visit
www.nokia.com/about-nokia : www.nokia.com/about-nokia .



FORWARD-LOOKING STATEMENTS



It should be noted that Nokia and its business is 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 expected plans and benefits of our partnership with Microsoft to
bring together complementary assets and expertise to form a global mobile
ecosystem for smartphones; B) the timing and expected benefits of our
strategies, including expected operational and financial benefits and
targets as well as changes in leadership and operational structure; C) the
timing of the deliveries of our products and services; D) our ability to
innovate, develop, execute and commercialize new technologies, products and
services; E) expectations regarding market developments and structural
changes; F) expectations and targets regarding our industry volumes, market
share, prices, net sales and margins of our products and services; G)
expectations and targets regarding our operational priorities and results
of operations; H) expectations and targets regarding collaboration and
partnering arrangements; I) the outcome of pending and threatened
litigation and regulatory proceedings; J) expectations regarding the
successful completion of restructurings, investments, acquisitions and
divestments on a timely basis and our ability to achieve the financial and
operational targets set in connection with any such restructurings,
investments, acquisitions and divestments; and K) statements preceded by
"believe," "expect," "anticipate," "foresee," "target," "estimate,"
"designed," "aim", "plans," "intends," "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, including risks and uncertainties, that
could cause these differences include, but are not limited to: 1) our
success in the smartphone market, including our ability to introduce and
bring to market quantities of attractive, competitively priced Nokia
products that operate on the Windows Phone operating system that are
positively differentiated from our competitors' products, both outside and
within the Windows Phone ecosystem; 2) our ability to make Nokia products
that operate on the Windows Phone operating system a competitive choice for
consumers, and together with Microsoft, our success in encouraging and
supporting a competitive and profitable global ecosystem for Windows Phone
products that achieves sufficient scale, value and attractiveness to all
market participants; 3) reduced demand for, and net sales of, Nokia Lumia
products that operate on the Windows Phone 7 operating system as a result
of increasing availability of Nokia Lumia products with the new Windows
Phone 8 operating system; 4) the expected continuing decline of sales of
Symbian devices and the significantly diminishing viability of the Symbian
smartphone platform; 5) our ability to produce attractive and competitive
devices in our Mobile Phones business unit including feature phones and
devices with more
smartphone-like features such as full touch devices, in a timely and cost
efficient manner with differentiated hardware, software, localized services
and applications; 6) our ability to effectively and timely implement
planned changes to our operational structure, including the planned
restructuring measures, and to successfully complete the planned
investments, acquisitions and divestments in order to improve our operating
model and achieve targeted efficiencies and reductions in operating
expenses as well as our ability to accurately estimate the related
restructuring charges and restructuring related cash outflows; 7) our
future sales performance, among other factors, may require us to recognize
allowances related to excess component inventory, future purchase
commitments and inventory write-offs in our Devices & Services business;
8) our ability to realize a return on our investment in next generation
devices, platforms and user experiences; 9) 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; 10) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 11) the success of our Location &
Commerce strategy, including our ability to establish a successful
location-based platform, extend our location-based services across devices
and operating systems, provide support for our Devices & Services business
and create new sources of revenue from our location-based services and
commerce assets; 12) our actual performance in the short-term and long-term
could be materially different from our forecasts, which could impact future
estimates of recoverable value of our reporting units and may result in
impairment charges; 13) our success in collaboration and partnering
arrangements with third parties, including Microsoft; 14) our ability to
increase our speed of innovation, product development and execution to
bring new innovative and competitive mobile products and location-based or
other services to the market in a timely manner; 15) our dependence on the
development of the mobile and communications industry, including location-
based and other services industries, in numerous diverse markets, as well
as on general economic conditions globally and regionally; 16) our ability
to protect numerous patented standardized or proprietary technologies from
third-party infringement or actions to invalidate the intellectual property
rights of these technologies and our ability to maintain the existing
sources of intellectual property related income or establish new such
sources; 17) our ability to maintain and leverage our traditional strengths
in the mobile product market if we are unable to retain the loyalty of our
mobile operator and distributor customers and consumers as a result of the
implementation of our strategies or other factors; 18) the success,
financial condition and performance of our suppliers, collaboration
partners and customers; 19) 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; 20) our ability
to source sufficient amounts of fully functional quality components, sub-
assemblies, software and services on a timely basis without interruption
and on favorable terms, particularly as we ramp our new Lumia smartphone
devices; 21) our ability to manage our inventory and timely adapt our
supply to meet changing demands for our products, particularly as we ramp
our new Lumia smartphone devices; 22) any actual or even alleged defects or
other quality, safety and security issues in our products; 23) the impact
of a cybersecurity breach or other factors leading to any actual or alleged
loss, improper disclosure or leakage of any personal or consumer data
collected by us or our partners or subcontractors, made available to us or
stored in or through our products; 24) our ability to successfully manage
the pricing of our products and costs related to our products and
operations; 25) 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; 26) our ability to protect the 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; 27) the impact of economic, political, regulatory or other
developments on our sales, manufacturing facilities and assets located in
emerging market countries; 28) the impact of changes in government
policies, trade policies, laws or regulations where our assets are located
and where we do business; 29) the potential complex tax issues and
obligations we may incur to pay additional taxes in the various
jurisdictions in which we do business and our actual or anticipated
performance, among other factors, could result in allowances related to
deferred tax assets, 30) any disruption to information technology systems
and networks that our operations rely on, which may be for instance caused
by our inability to successfully and smoothly implement our plans to
streamline our IT organization including the transfer of some activities
and employees to strategic partners; 31) unfavorable outcome of litigations
and regulatory proceedings; 32) allegations of possible health risks from
electromagnetic fields generated by base stations and mobile products and
lawsuits related to them, regardless of merit; 33) Nokia Siemens Networks
ability to implement its new strategy and restructuring plan effectively
and in a timely manner to improve its overall competitiveness and
profitability; 34) Nokia Siemens Networks' success in the mobile broadband
and services market and Nokia Siemens Networks' ability to effectively and
profitably adapt its business and operations in a timely manner to the
increasingly diverse service needs of its customers; 35) Nokia Siemens
Networks' ability to maintain or improve its market position or respond
successfully to changes in the competitive environment; 36) Nokia Siemens
Networks' liquidity and its ability to meet its working capital
requirements; 37) Nokia Siemens Networks' ability to timely introduce new
competitive products, services, upgrades and technologies; 38) Nokia
Siemens Networks' ability to execute successfully its strategy for the
acquired Motorola Solutions wireless network infrastructure assets; 39)
developments under large,
multi-year contracts or in relation to major customers in the networks
infrastructure and related services business; 40) the management of our
customer financing exposure, particularly in the networks infrastructure
and related services business; 41) whether ongoing or any additional
governmental investigations into alleged violations of law by some former
employees of Siemens may involve and affect the carrier-related assets and
employees transferred by Siemens to Nokia Siemens Networks; and 42) 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 13-47 of Nokia's annual report on
Form 20-F for the year ended December 31, 2011 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.



This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:



(i) the releases contained herein are protected by copyright and
    other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
     originality of the information contained therein.




Source: NOKIA via Thomson Reuters ONE



[HUG#1672916]




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