Nokia Board of Directors convenes Annual General Meeting 2016 - Seite 2

The Corporate Governance and Nomination Committee will further propose at the assembly meeting of the new Board taking place after the Annual General Meeting on June 16, 2016 that Risto Siilasmaa be elected as the Chair of the Board and Olivier Piou as the Vice Chair of the Board, subject to their election to the Board of Directors.

Proposal to increase the Board remuneration

In determining the proposed Board remuneration, the objective of the Board's Corporate Governance and Nomination Committee is for Nokia to be able to compete for the top-of-the-class Board competence in order to maximize the value creation for the shareholders. Therefore, it is the practice of the Committee to review and compare the total remuneration levels and their criteria paid in other global companies with net sales, geographical coverage and complexity of business comparable to that of Nokia's. Following the completion of the combination with Alcatel Lucent, Nokia's presence in North America has increased significantly, which emphasizes the need to ensure that the company can recruit best-in-class directors from the region. Based on director compensation statistics, Nokia's current Board remuneration is not competitive against the levels paid by companies based in North America. The remuneration increase proposed below is not meant to raise the Board remuneration to North American levels, but rather, it is meant to partially bridge the gap between the current remuneration level and the North American level.

The Committee proposes to the Annual General Meeting that the annual fee payable to the Board members elected at the Annual General Meeting be increased to the following levels: EUR 185 000 for the Vice Chair of the Board, EUR 160 000 for each Board member, EUR 30 000 for the Chair of the Audit Committee and the Chair of the Personnel Committee as an additional annual fee and EUR 15 000 for each member of the Audit Committee as an additional annual fee. No increase is proposed to the annual fee of the Chair of the Board. In addition, the Committee proposes that a meeting fee be paid to all other members except the Chair of the Board, based on travel required between the Board member's home location and the location of a Board or Committee meeting. The meeting fee would be paid for a maximum of seven meetings per term and be paid as follows: EUR 5 000 per meeting requiring intercontinental travel and EUR 2 000 per meeting requiring continental travel. Combined, the annual fee and the meeting fee would partially bridge the competitive gap between Nokia's Board remuneration and comparable North American remuneration levels.