Nokia Board of Directors convenes Annual General Meeting 2015, dividend of EUR 0.14 per share proposed for 2014

Nokia Corporation
Stock Exchange Release
January 29, 2015 at 8.30 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors (the "Board") has resolved to convene the Annual General Meeting on May 5, 2015 and that the Board and its Committees submit the following proposals to the Annual General Meeting:

· Proposal to pay a dividend of EUR 0.14 per share;
· Proposals on the Board composition and remuneration;
· Proposal to authorize the Board to repurchase shares;
· Proposal to authorize the Board to issue shares;
· Proposals on the re-election of the external auditor and the auditor's remuneration.

Proposal on the payment of dividend
The Board proposes to the Annual General Meeting that a dividend of EUR 0.14 per share be paid for the fiscal year 2014. The ex-dividend date would be May 6, 2015, the record date May 7, 2015 and the dividend payment date on or about May 21, 2015.

Proposals on the Board composition and remuneration
Mårten Mickos and Dennis Strigl have informed that they will no longer be available for re-election to the Nokia Board of Directors after the Annual General Meeting.

The Board's Corporate Governance and Nomination Committee proposes to the Annual General Meeting that the number of Board members be eight (8) 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 2016: Vivek Badrinath, Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee proposes that Dr. Simon Jiang, who is the founder and Chairman of CyberCity International Limited (CCI) and some CCI subsidiaries, and currently an independent director in certain other companies, be elected as a member of the Nokia Board of Directors for the same term.

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

In the assembly meeting of the new Board of Directors taking place after the Annual General Meeting on May 5, 2015, the Corporate Governance and Nomination Committee will propose that Risto Siilasmaa be elected Chairman of the Board and Jouko Karvinen Vice Chairman of the Board, subject to their election to the Board of Directors.

With regard 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 5, 2015 for a term ending at the Annual General Meeting in 2016, remains at the same level as during the past seven years: 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; EUR 25 000 for the Chairman of the Audit Committee as well as the Chairman of the Personnel Committee as an additional annual fee; and EUR 10 000 for each member of the Audit Committee as an additional annual fee. Further, the Corporate Governance and Nomination Committee proposes that, in line with Nokia's Corporate Governance Guidelines, approximately 40 per cent of the remuneration be paid in Nokia shares purchased from the market, or alternatively by using treasury shares held by the company. The shares shall be retained until the end of the Board membership in line with current Nokia policy (excluding shares needed to offset any costs relating to the acquisition of the shares, including taxes).