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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



2013-01-24 12:33:57 -


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.

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 Enquiries:

Nokia
Communications
Tel. +358 7180 34900
Email: press.services@nokia.com

www.nokia.com








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