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Nokia Board of Directors convenes Annual General Meeting 2013



2013-01-24 12:22:54 -


No dividend proposed for 2012

Nokia Corporation
Stock Exchange Release
January 24, 2013 at 13.15 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors has resolved
to convene the Annual General Meeting on May 7, 2013 and that the Board and its
Committees submit the below proposals to the Annual General Meeting.

- Proposal not to pay dividend
- Proposals on the Board composition and remuneration
- Proposals to authorize the Board to repurchase and issue shares
- Proposals on the re-election of the external auditor and remuneration

Proposal on the payment of dividend
The Board proposes to the Annual General Meeting that no dividend be paid for
the fiscal year 2012.

Nokia Group 2012 reported net profit was negative EUR 3.1 billion and Nokia
Group net cash position decreased from EUR 5.6 billion at the end of 2011 to EUR
4.4 billion at the end of 2012. In addition, Nokia Corporation's results for
fiscal year 2012 were negative.

To ensure strategic flexibility, the Board proposes that no dividend payment
will be made for 2012. Nokia's fourth quarter 2012 financial performance
combined with this dividend proposal further solidifies the company's strong
liquidity position.

Proposals on Board composition and remuneration
Dame Marjorie Scardino and Ms Isabel Marey-Semper have informed that they will
no longer be available for re-election to the Nokia Board of Directors after the
Annual General Meeting. Dame Marjorie Scardino has been a Nokia Board member
since 2001 and Ms Isabel Marey-Semper since 2009.

The Board's Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that the number of Board members be ten (10) and that the
following current Nokia Board members be re-elected as members of the Nokia
Board of Directors for a term ending at the Annual General Meeting in 2014:
Bruce Brown, Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Mårten
Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee proposes that Ms Elizabeth Doherty, currently Chief
Financial Officer of Reckitt Benckiser Group plc, be elected as a member of the
Nokia Board of Directors for the same term.

Additional information about the Board member candidates will be available in
the Committee proposal which will be published simultaneously with the notice to
the Annual General Meeting.

The Corporate Governance and Nomination Committee will propose in the assembly
meeting of the new Board of Directors after the Annual General Meeting on May
7, 2013 that Risto Siilasmaa be elected as Chairman of the Board and Jouko
Karvinen as Vice Chairman of the Board, subject to their election to the Board
of Directors.

As to the Board remuneration, the Corporate Governance and Nomination Committee
proposes that the annual fee payable to the Board members elected at the Annual
General Meeting on May 7, 2013 for a term ending at the Annual General Meeting
in 2014, remains at the same level as during the past five years 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 of Nokia if re-elected to the Nokia
Board; for the Chairman of the Audit Committee and the Chairman of the Personnel
Committee an additional annual fee of EUR 25 000; and for each member of the
Audit Committee an additional annual fee of EUR 10 000. Further, the Corporate
Governance and Nomination Committee proposes that, as in the past, approximately
40% of the remuneration be paid in Nokia Corporation 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).

Proposal to authorize the Board to repurchase shares
The Board proposes that the Annual General Meeting authorize the Board to
resolve to repurchase a maximum of 370 million Nokia shares. The proposed amount
of shares represents less than 10% of all the shares of the Company. 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 through a tender offer made to
all shareholders on equal terms, or in marketplaces by repurchasing the shares
in another proportion than that of the current shareholders. The authorization
would be effective until June 30, 2014 and terminate the current authorization
granted by the Annual General Meeting on May 3, 2012.

The repurchase authorization is proposed in order to maintain flexibility, but
the Board has no current plans for repurchases during 2013.

Proposal to authorize the Board to issue shares
The Board also proposes that the Annual General Meeting authorize the Board to
resolve to issue a maximum of 740 million shares through issuance of shares or
special rights entitling to shares in one or more issues. The Board proposes
that it may issue either new shares or shares held by the Company. 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. The proposed 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 in
deviation from the shareholders' pre-emptive rights. The authorization would be
effective until June 30, 2016 and terminate the current authorization granted by
the Annual General Meeting on May 6, 2010.

Proposals on election of external auditor and remuneration
In addition, the Board's Audit Committee proposes to the Annual General Meeting
that PricewaterhouseCoopers Oy be re-elected as the Company's auditor, and that
the auditor be reimbursed based on the invoice and in compliance with the
purchase policy approved by the Audit Committee.

 The notice to the Annual General Meeting and the complete proposals by the
Board and its Committees to the Annual General Meeting are scheduled to be
published on Nokia's website at www.nokia.com/agm  on or about January
30, 2013.

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.

Media and Investor Contacts:

Nokia
Communications
Tel. +358 7180 34900

Investor Relations Europe
Tel. +358 7180 34927
Investor Relations US
Tel. +1 914 368 0555

www.nokia.com










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