Resolutions of Nokia Annual General Meeting 2012

Dividend of EUR 0.20 per share; Board and Committee members elected
Nokia Corporation
Stock Exchange Release
May 3, 2012 at 21:05 (CET +1)
Espoo, Finland -The Annual General Meeting of Nokia Corporation held on May 3, 2012 (AGM) resolved to distribute a dividend of EUR 0.20 per share for 2011. The dividend ex-date is May 4, 2012 and the record date May 8, 2012. The dividend will be paid on or around May 23, 2012.
Board and Committee members elected
The AGM resolved to elect eleven members to the Board of Directors. The following members of the Nokia Board were re-elected for a term until the close of the Annual General Meeting in 2013: Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Isabel Marey-Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh. Bruce Brown, Mårten Mickos and Elizabeth Nelson were elected as new members of the Board for the same term. The resumés of the elected Board members are available at http://www.nokia.com/global/about-nokia/company/governance/board/meet-the-board/.
In its assembly meeting, the Board of Directors elected Risto Siilasmaa as Chairman of the Board, and Dame Marjorie Scardino as Vice Chairman of the Board.
The Board of Directors also elected the members of the Board Committees. Henning Kagermann was elected as Chairman and Bruce Brown, Helge Lund, Dame Marjorie Scardino and Kari Stadigh as members of the Personnel Committee. Jouko Karvinen was elected as Chairman and Isabel Marey-Semper and Elizabeth Nelson as members of the Audit Committee. Risto Siilasmaa was elected as Chairman and Henning Kagermann, Jouko Karvinen and Dame Marjorie Scardino as members of the Corporate Governance and Nomination Committee.
The AGM resolved the following annual fees to be paid to the members of the Board of Directors for the term until the close of the Annual General Meeting in 2013: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and EUR 130 000 for each member. Stephen Elop, President and CEO of Nokia, will not receive any remuneration pursuant to his membership in the Board of Directors. In addition, the AGM resolved that the chairmen of the Audit Committee and the Personnel Committee will each be paid an additional annual fee of EUR 25 000, and other members of the Audit Committee an additional annual fee of EUR 10 000 each. The AGM also resolved, in line with the past practice, that approximately 40% of the remuneration will be paid in Nokia 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).
Other resolutions of the Annual General Meeting
The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokia for the fiscal period of 2012.
The AGM authorized the Board of Directors to resolve to repurchase a maximum of 360 million Nokia shares. 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 authorization is effective until June 30, 2013. The Board has no current plans for repurchases during 2012.
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 http://www.nokia.com/about-nokia