What is the dividend amount proposed by the Nokia Board of Directors?
The Nokia Board of Directors proposes a dividend of EUR 0.43 per share to be distributed for the financial year 2006. For the financial year 2005, Nokia distributed a dividend of 0.37 per share. In addition to the cash dividend, the Board projects share repurchases with up to EUR 4 billion until March 31, 2008, as announced on January 25, 2007.

The dividend will be paid to shareholders registered in the Company’s shareholder register on the record date May 8, 2007. In practice this means that due to the time needed for the settlement of trades, a Nokia share must be purchased latest on the day of the Annual General Meeting, May 3, 2007, in order for the buyer to be registered in the shareholder register on the record date. If a Nokia share is purchased on May 4, 2007 (the ex-dividend date) or thereafter the shareholder will not receive the dividend for 2006.

Nokia will pay the dividend to all bank accounts in Finland on May 24, 2007. If the bank account of a shareholder is in a bank outside Finland, the shareholder should receive the dividend through his or her bank, broker or custodian shortly after May 24, 2007 depending on the practices of the intermediary banks and brokers transferring the dividend payments.

The dividend payment date for ADR holders (New York Stock Exchange) will be May 30, 2007. The dividend payment date for those holders of Swedish Depositary Receipts (SDRs) (Stockholm Stock Exchange) who have not converted their SDRs into shares will also be May 30, 2007. The dividend payment dates for ADR and SDR holders have been determined by the ADR and SDR agent banks.

This is one of the standard matters voted on at 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 during the fiscal year 2006. This release from liability will only cover matters that are within the knowledge of Nokia and the shareholders when the resolution is adopted.

The Board of Directors proposes certain amendments to Nokia’s Articles of Association mainly due to and in order to align with the new Finnish Companies Act effective from September 1, 2006.

The following table sets out the proposal by the Corporate Governance and Nomination Committee and the remuneration paid to the Board members in previous years.

*Fees approved by the Annual General Meeting in 2006, 2005 and 2004, for the respective years.

The Corporate Governance and Nomination Committee proposes that in accordance with the past practice approximately 40% of the remuneration for 2007 be paid in Nokia shares purchased from the market.

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 proposes 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 and overseeing compliance with such policy.

According to Nokia’s Articles of Association, shareholders of the Company elect the external auditor at the Annual General Meeting for one fiscal year at a time. The Board’s Audit Committee proposes to the shareholders the re-election of the Company’s current auditor PricewaterhouseCoopers Oy for the fiscal year 2007 based on its evaluation of the auditor’s performance and independence during fiscal year 2006.

Nokia competes for talented people on a global basis and for this purpose needs competitive incentive programs. The proposed stock option plan is part of Nokia’s Equity Program 2007 approved by the Board of Directors, which also includes performance shares and restricted shares. Due to the above, the Board brings this proposal on issuance of stock options before the Annual General Meeting, as previously in 2005.

Stock options would be used at a lesser degree compared to previous years. The Board of Directors proposes that selected personnel of Nokia Group be granted a total maximum of 20 million stock options during a four year period 2007-2010. Nokia Stock Option Plan 2005 approved by the Annual General Meeting 2005 covered a total maximum of 25 million stock options granted during a two year period 2005-2006.

Significant amount of funds have accrued in Nokia’s share issue premium as pursuant to the former Finnish Companies Act, the amount of subscription price for a newly issued share exceeding its nominal value was to be recorded in the share issue premium. Pursuant to the new Finnish Companies Act, the recording practice has changed and the share issue premium will no longer accrue. The funds in the share issue premium constitute restricted shareholders equity, the use of which is limited. The Board proposed that the share issue premium be reduced and the funds be transferred to the unrestricted shareholders equity, which would lead to a more flexible capital structure enabling more efficient use of funds (including distribution of funds to the shareholders).

This is a matter of technicality. With this proposal the Board proposes to complement the resolutions of the Annual General Meetings in 2001, 2003 and 2005 to issue stock options to provide that the subscription prices paid for new shares issued after the date of the Annual General Meeting based on stock options under the Nokia Stock Option Plans 2001, 2003 and 2005 be recorded in the fund for invested non-restricted equity. The said resolutions did not include a provision on the recording as the recording practice was set by law. According to this practice, the amount of the subscription price for a newly issued share exceeding the nominal value of a share was recorded in the share issue premium.

Pursuant to the new Finnish Companies Act, the share issue premium no longer accrues, and the issuance resolution may include a provision to record the subscription price partly or in total in the fund for invested non-restricted equity. The proposed recording in unrestricted shareholders’ equity would lead to a more flexible capital structure and enable more efficient use of funds of the Company.

As a Finnish company Nokia may not, pursuant to mandatory Finnish law, issue shares and special rights entitling to shares or repurchase Nokia shares without a shareholders' approval, or a shareholders’ authorization to the Board for these actions. The Nokia Board proposes that it be authorized to to issue shares and said special rights as well as repurchase Nokia shares similarly to and for the same purposes as under the previous authorizations.

Based on the authorization, the Board could issue shares through issuance of shares or special rights entitling to shares (including stock options). The Board could issue either new shares or shares held by the Company. In prior years, the Board has held separate authorizations for issuance of new shares (authorization to increase the share capital) and for disposal of shares held by the Company but these authorizations have now been combined based on the new Finnish Companies Act. The authorization could be used to finance or carry out acquisitions or other arrangements, to settle the Company’s equity-based incentive plans, or to other purposes resolved by the Board.

Based on the authorization to dispose shares held by the Company, the Board disposed a total of 2 236 479 Nokia shares held by the Company as settlement under the Performance Share Plan 2004 and the Restricted Share Plan 2003. In 2006, the Board did not use the authorization to increase the share capital.

Related to the proposed authorization to repurchase shares, the Board has on January 25, 2007 announced its projection for a stock repurchase plan with up to EUR 4 billion for repurchases until March 31, 2008 as a means to develop Nokia’s capital structure. Nokia has had a stock repurchase plan also in previous years. In addition to developing Nokia’s capital structure, the authorization to repurchase shares may be also used to carry out financing or other arrangements. The proposed amount of authorization, a maximum of 380 million shares, corresponds to less than 10 per cent of the shares of the Company.

During 2006, the Board repurchased a total of 211 840 000 Nokia shares through public trading and used EUR 3 403 million for the repurchases. The shares were repurchased based on two separate authorizations: the authorization by the Annual General Meeting 2005 (valid until March 30, 2006) and the authorization by the Annual General Meeting 2006.

The Board has announced on January 25, 2007 that it intends to cancel majority of own shares held by the Company prior to the Annual General Meeting 2007.

The proposals by the Board of Directors are available in their entirety on this website under Proposals to the AGM and the notice of the meeting on the main page. The proposals by the Board are also available at the meeting. Copies of the documents will be sent to shareholders upon request.

The Company will issue a release on the resolutions of the Annual General Meeting and disclose the resolutions on its website. The minutes of the meeting will be available for review for shareholders as from May 16, 2007. As from the same date, copies of the minutes will be sent to shareholders upon request.

There is no special reason for having the Annual General Meeting take place on May 3. It is somewhat later than last year, but this year, May 3 was regarded the most appropriate date. The most appropriate timing of the Annual General Meeting is considered each year separately, taking into account the general timetable of various corporate activities, availability of appropriate location, and other reasons.