What is the dividend amount proposed by the Board of Directors of Nokia?
The Board of Directors of Nokia proposes a dividend of EUR 0.37 per share to be distributed for the fiscal year 2005. In addition to the cash dividend, Nokia's Board of Directors projects share repurchases in 2006 with up to EUR 6.5 billion.

When am I entitled to dividends for 2005?
The so called ex-dividend date is Friday, March 31, 2006. This means that if you purchase a Nokia share on Friday, March 31, 2006 or after, you will not receive the dividend payment for 2005. Instead, the seller receives the dividend. If you purchase a Nokia share on March 30, 2006 or before, you will receive the dividend.

When will I receive the dividend?
Nokia will pay the dividend to all bank accounts in Finland on April 21, 2006. If your bank account is in a bank outside Finland, you should receive the dividend through your bank, broker or custodian shortly after April 21, 2006 depending on the practices of the intermediary banks and brokers transferring the dividend payments.

What does discharging of the members of the Board of Directors and the President from liability mean?
This is one of the standard upcoming matters voted at during Nokia's shareholders' meetings, which according to Finnish mandatory law must be discussed and resolved at each Annual General Meeting for the preceding financial year. In principle, the resolution provides a release from liability towards the company for the Chairman and the members of the Board and the President, for matters occurred in the fiscal year 2005. This release from liability will only cover matters that are within the knowledge of Nokia and the shareholders when the resolution is taken, provided that the resolution of the meeting is made legally in proper order.

What does the proposal regarding auditor remuneration mean?
According to Nokia's Articles of Association, the Annual General Meeting shall resolve on the remuneration to be paid to the Company's external auditor. The Board's Audit Committee will propose for the Annual General Meeting's approval that the external auditor, to be elected by the Annual General Meeting, be reimbursed according to the auditor's invoice to the Company, and in accordance with the purchase policy approved by the Audit Committee. The Audit Committee oversees the qualifications and independence of the company's external auditor. This includes the adoption of pre-approval policy for the purchase of audit and non-audit services from the external auditor, as well as overseeing the compliance with such policy. The total audit and audit-related fees paid by Nokia Group to the external auditor for the fiscal period 2004 amounted to EUR 5.2 million and in 2005 to EUR 6.3 million.

What does the statement of the Audit Committee of the Board mean in respect of election of the Auditor?
Under Finnish law, shareholders of the Company elect the external Auditor at the Annual General Meeting for one fiscal year at a time. The role of the Board's Audit Committee is, among other things, to confirm the independence of the external Auditor and oversee the overall performance of the Auditor subject to the requirements of Finnish law. The Audit Committee has evaluated the performance and the independence of the current auditor of Nokia, PricewaterhouseCoopers Oy, for the fiscal year 2005. Based on its evaluation, the Audit Committee recommends the re-election of PricewaterhouseCoopers Oy for the fiscal year 2006.

Why does the Board of Directors propose to cancel shares and reduce the share capital of Nokia?
The Board of Directors has by December 31, 2005 used part of the authorization by the Annual General Meeting held on April 7, 2005 to repurchase Nokia shares through public trading. As a result of the repurchases, the Company held a total of 261 010 000 Nokia shares as of December 31, 2005. The authorization is still valid until April 7, 2006, for a maximum of 182 190 000 shares. The purpose of the reduction of the share capital is to cancel the above-mentioned shares acquired by the Company and any shares possibly repurchased by the Annual General Meeting 2006. The reduction in the share capital will have no effect on the relative holdings of the other shareholders of the Company or on the voting powers among them.

Under current Finnish law, repurchase of shares may not result in Nokia Group holding more than 10 percent of the registered share capital or the total voting rights of the Company at any time. Therefore, if shares previously acquired by Nokia through repurchases are not cancelled, these shares will limit planned repurchases in the future.

Why does the Board request from the Annual General Meeting the authorizations to increase the share capital, to repurchase own shares, and to dispose own shares?
As a Finnish company Nokia may not, pursuant to mandatory Finnish law, issue new shares, repurchase Nokia shares or dispose of them without shareholders' approval, or a shareholders' authorization to the Board for these actions. The Nokia Board proposes an extension of the authorizations it presently holds to issue new shares, as well as repurchase and/or dispose Nokia shares for the same purposes as before.

What does the authorization to repurchase own shares mean?
Related to the proposed authorization to repurchase shares, the Board has on January 26, 2006 announced its projection for a stock repurchase plan with up to EUR 6.5 billion for repurchases as a means to develop Nokia's capital structure. Nokia has had a share repurchase plan also in 2004 and 2005. In addition, pursuant to the Board's proposal, the authorization to repurchase shares may be also used to carry out financing or other arrangements. The proposed amount of authorization in shares corresponds to nearly 10 percent of the share capital of the Company and the total voting rights.

How was the authorization to repurchase own shares used in 2005?
The Annual General Meeting held on April 7, 2005, gave the Board a one-year authorization to repurchase shares. Also a year earlier, on March 25, 2004, the Board was granted a similar authorization for one year. Hence, shares have been repurchased based on two separate authorizations during 2005, as depicted in the below table. Additional information on the share repurchases in 2005 is available in the Annual Accounts of the Company.

Did the Board of Directors use the authorizations to increase the share capital and to dispose own shares of the Company in 2005?
No. The Board did not use these authorizations in 2005.

What is the proposed length of the authorizations requested under items 11 - 13?
All proposed authorizations can under current law only be valid for up to one year following the AGM resolution. It is proposed that the authorizations are effective until March 30, 2007.

The Finnish Government has issued a Government proposal for the new Finnish Companies Act and laws related thereto (HE 109/2005) to be passed by the Parliament. The proposed laws are intended to enter into force on September 1, 2006. The new Companies Act, when in force, will allow the general meeting to resolve on the authorization for the Board to increase share capital and dispose own shares for a period of up to 5 years, and to repurchase own shares for a period of up to 18 months. If the President of the Republic of Finland approves the laws by the time of the Annual General Meeting, and the laws enter into force latest on March 30, 2007, the proposed authorization would be effective until June 30, 2007.

The Board proposes that the authorizations given by the Annual General Meeting 2005 on April 7, 2005, to increase the share capital, to repurchase own shares, and to dispose own shares shall expire on March 30, 2006, provided that the new authorizations will be approved.

How can I obtain the proposals regarding the AGM agenda and resolutions to be made?
The proposals by the Nokia Board of Directors are available in their entirety on this website under Proposals to the AGM 2006. They are also available at the meeting.

After the AGM, the minutes of the meeting will be available for review for shareholders as from April 13, 2006. The minutes will also, as from that date, be posted to a shareholder, if so requested.