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Resolutions of the Nokia Annual General Meeting 2018, Nokia Board of Directors established a Technology Committee

Espoo, Finland -The Annual General Meeting (“AGM”) of Nokia Corporation was held on May 30, 2018 and adopted the following resolutions:

Dividend

The AGM resolved to distribute a dividend of EUR 0.19 per share for the financial year 2017. The ex-dividend date is on May 31, 2018. The dividend record date is on June 1, 2018 and the dividend is expected to be paid on or about June 13, 2018. The actual dividend pay date outside Finland will be determined by the practices of the intermediary banks transferring the dividend payments.

Members of the Board of Directors and Board Committees elected, Board’s Technology Committee established

The AGM resolved to elect ten members to the Board of Directors of Nokia (“Board”). The following members of the Board were re-elected for a term ending at the close of the Annual General Meeting in 2019: Bruce Brown, Jeanette Horan, Louis R. Hughes, Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh. In addition, Sari Baldauf was elected as a new member of the Board for the same term. The qualifications and career experience of the elected Board members are available at http://www.nokia.com/en_int/investors/corporate-governance/board-of-directors/meet-the-board.

In an assembly meeting that took place after the AGM, the Board elected Risto Siilasmaa as Chair of the Board, and Olivier Piou as Vice Chair of the Board. The Board also elected the members of the three existing Board committees. Carla Smits-Nusteling was elected as Chair and Jeanette Horan, Louis R. Hughes, Edward Kozel and Elizabeth Nelson as members of the Audit Committee. Bruce Brown was elected as Chair and Sari Baldauf, Elizabeth Nelson, Olivier Piou and Kari Stadigh as members of the Personnel Committee. Risto Siilasmaa was elected as Chair and Sari Baldauf, Bruce Brown, Carla Smits-Nusteling and Kari Stadigh as members of the Corporate Governance and Nomination Committee.

The Board also established a Technology Committee primarily as an advisory forum and for the purpose of reviewing Nokia’s high-level innovation and technology strategies which are formulated and executed by the management of the Company. Consequently, Edward Kozel was elected as Chair and Bruce Brown, Jeanette Horan, Louis R. Hughes, Olivier Piou and Risto Siilasmaa as members of the Committee. The Charter of the Technology Committee is available at https://www.nokia.com/en_int/investors/corporate-governance/committees-of-the-board.

The AGM resolved the following annual fees to be paid to the members of the Board for the term ending at the Annual General Meeting in 2019: EUR 440 000 for the Chair of the Board, EUR 185 000 for the Vice Chair of the Board and EUR 160 000 for each Board member. In addition, the AGM resolved that the Chairs of the Audit Committee and the Personnel Committee will each be paid an additional annual fee of EUR 30 000, and other members of the Audit Committee an additional annual fee of EUR 15 000 each. Furthermore, the AGM resolved to pay an additional annual fee of EUR 20 000 to the Chair of the Technology Committee. The AGM also resolved to pay a meeting fee of EUR 5 000 per meeting requiring intercontinental travel and EUR 2 000 per meeting requiring continental travel for Board and Committee meetings to all the other Board members except the Chair of the Board. The meeting fee would be paid for a maximum of seven meetings per term. The AGM resolved that the members of the Board of Directors shall be compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work.

In addition, the AGM resolved, in line with Company’s Corporate Governance Guidelines, that approximately 40% of the annual remuneration will be paid in Nokia shares purchased from the market, or alternatively by using treasury shares held by the Company. The Board members shall retain until the end of their directorship such number of shares that corresponds to the number of shares they have received as Board remuneration during their first three years of service in the Board (the net amount received after deducting those shares needed to offset any costs relating to the acquisition of the shares, including taxes). The meeting fee and costs directly related to Board and Committee work will be paid in cash.

Other resolutions of the Annual General Meeting

The AGM re-elected PricewaterhouseCoopers Oy as the auditor for Nokia for the fiscal year 2018.

The AGM authorized the Board to resolve to repurchase a maximum of 550 million Nokia shares. The shares may be repurchased under the proposed authorization in order to optimize the capital structure of the Company and the Board expects them to be cancelled. In addition, shares may be repurchased in order to meet obligations arising from debt financial instruments that are exchangeable into equity instruments, to settle the Company’s equity-based incentive plans, or to be transferred for other purposes. The authorization is effective until November 30, 2019 and it terminated the corresponding repurchase authorization granted by the Annual General Meeting on May 23, 2017.

The AGM also resolved to authorize the Board to issue a maximum of 550 million shares through issuance of shares or special rights entitling to shares in one or more issues. 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. Under the authorization, the Board may issue new shares or shares held by the Company. The 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 of shares or special rights in deviation from the shareholders’ pre-emptive rights within the limits set by law. The authorization is effective until November 30, 2019 and it terminated the corresponding authorization granted by the Annual General Meeting on May 23, 2017. The authorization did not terminate the authorization by the Extraordinary General Meeting held on December 2, 2015 granted to the Board for issuance of shares in order to implement the combination of Nokia and Alcatel Lucent.

Pierre Perrin-Monlouis
Pierre Perrin-Monlouis
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