Questions and Answers on the AGM and its Agenda



What is the dividend amount proposed by the Nokia Board of Directors?
The Nokia Board of Directors proposes a dividend of EUR 0.53 per share to be distributed for the financial year 2007. The proposed dividend is in line with the Company’s distribution policy, considering also the distribution of funds through share repurchases, and it significantly exceeds the minimum dividend required by law. The proposed dividend is 23 per cent higher than the dividend resolved to be distributed by the Annual General Meeting in 2007, which was EUR 0.43 per share.

In addition to the cash dividend, the Board projects share repurchases with up to EUR 4 billion from the Annual General Meeting (“AGM”) until March 31, 2009, as announced on January 24, 2008, subject to receiving an authorization by the AGM to repurchase the Company’s own shares.

More information on dividend history is available in Nokia’s annual accounts 2007 as well as in Nokia’s Form 20-F for 2007, which will be available on Nokia’s website by March 31, 2008.

Who is entitled to dividends for 2007?
The dividend will be paid to shareholders registered in the Company’s shareholder register on the record date May 13, 2008. In practice this means that due to the time needed for the settlement of trades, a Nokia share must be purchased at the latest on the day of the AGM, May 8, 2008, in order for the buyer to be registered in the shareholder register on the record date. If a Nokia share is purchased on May 9, 2008 (the ex-dividend date) or thereafter the buyer will not receive the dividend for 2007.

When will the dividend be paid?
Nokia will pay the dividend to all bank accounts in Finland on May 27, 2008. 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 27, 2008 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 on or about May 30, 2008. The dividend payment date for ADR holders has been determined by the ADR agent bank.

What does discharging of the Chairman, the members of the Board of Directors and the President from liability mean?
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 2007. This release from liability will only cover matters that are within the knowledge of Nokia and the shareholders when the resolution is adopted.

How does the proposal on the remuneration to the members of the Board of Directors compare to remuneration paid in previous years?
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.



  Proposal for 2008 Remuneration 2005-2007*
Annual Fee (EUR)   2007 2006 2005
Chairman 440 000 375 000 375 000 165 000
Vice Chairman 150 000 150 000 137 500 137 500
Member 130 000 130 000 110 000 110 000
  Proposal for 2008 Remuneration 2005-2007*
Additional Annual Fee (EUR)   2007 2006 2005
Chairman of the Personnel Committee 25 000 25 000 25 000 25 000
Chairman of the Audit Committee 25 000 25 000 25 000 25 000
Member of the Audit Committee 10 000 10 000 10 000 10 000

*Fees approved by the Annual General Meeting in 2007, 2006 and 2005, 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.

Does the Corporate Governance and Nomination Committee propose a change in the Board members?
The Corporate Governance and Nomination Committee proposes to the AGM that the number of Board members remain at ten, and that the following current Board members be re-elected as members of the Nokia Board of Directors for a term from the AGM in 2008 until the close of the AGM in 2009: Georg Ehrnrooth, Lalita D. Gupte, Bengt Holmström, Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila, Marjorie Scardino and Keijo Suila. Information on the current Board members is available on Nokia’s website: http://www.nokia.com/A4126350.

Mr. Vesa Vainio, member of the Nokia Board since 1993, has informed the Committee that he will not stand for re-election to the Board of Directors at the AGM in 2008. The Committee proposes that Risto Siilasmaa be elected as a new member of the Nokia Board for the term from the AGM in 2008 until the close of the AGM in 2009.

Who is Mr. Risto Siilasmaa, who is proposed as a new Board member?
Mr. Siilasmaa, 41, is a founder of F-Secure Corporation, which provides security services protecting consumers and businesses against computer viruses and other threats from the Internet and mobile networks. He was the President and CEO of F-Secure Corporation during 1988-2006. Currently, Mr. Siilasmaa is the Chairman of the Board of Directors of F-Secure Corporation, a Board member in Elisa Corporation, and a Board Chair or Board member in some private companies. He is also Vice Chairman of the Board of the Federation of Finnish Technology Industries.

What does the proposal regarding auditor remuneration mean?
According to Nokia’s Articles of Association, the AGM shall resolve on the remuneration to be paid to the Company’s external auditor. The Board’s Audit Committee proposes for the AGM’s approval that the external auditor, to be elected by the AGM, 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.

Information on the fees paid to the auditor in 2007 broken down by audit and non-audit fees is available in Nokia’s annual accounts 2007 as well as in Nokia’s Form 20-F for 2007, which will be available on Nokia’s website by March 31, 2008.

What does the proposal of the Audit Committee mean in respect of the election of the Auditor?
According to Nokia’s Articles of Association, shareholders of the Company elect the external auditor at the AGM 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 2008 based on its evaluation of the auditor’s performance and independence during fiscal year 2007. If PricewaterhouseCoopers Oy is re-elected, they have informed the Audit Committee that the new auditor with principal responsibility will be Merja Lindh.

Why will the auditor with principal responsibility change if PricewaterhouseCoopers Oy is re-elected?
According to the Audit Committee’s charter the auditor with principal responsibility must rotate at least every 5 years.

Why does the Board propose an authorization to repurchase own shares?
As a Finnish company Nokia may not, pursuant to mandatory Finnish law, repurchase Nokia shares without the shareholders' approval, or the shareholders’ authorization to the Board for these actions. The Nokia Board proposes that it be authorized to repurchase Nokia shares similarly to and for the same purposes as under the authorization in 2007.

What does the proposed authorization to repurchase own shares mean?
Related to the proposed authorization to repurchase shares, the Board has on January 24, 2008 announced its projection for a stock repurchase plan with up to EUR 4 billion for repurchases from the AGM in 2008 until March 31, 2009 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 370 million shares, corresponds to less than 10 per cent of the shares of the Company.

The shares may be repurchased through a tender offer made to all the shareholders on equal terms determined by the Board, in proportion to the shares held by the shareholders, and for an equal price or through public trading on such stock exchanges the rules of which allow companies to trade with their own shares.

How was the authorization to repurchase own shares used in 2007?
During 2007, the Board repurchased a total of 180 590 000 Nokia shares through public trading and used EUR 3 883 million for the repurchases. The shares were repurchased based on two separate authorizations: the authorization by the AGM in 2006 (valid until March 31, 2007) and the authorization by the AGM in 2007.

The Board has announced on January 24, 2008 that it intends to cancel a majority of its own shares held by the Company prior to the AGM in 2008.

Additional information on the share repurchases in 2007 is available in Nokia’s annual accounts 2007 as well as in Nokia’s Form 20-F for 2007, which will be available on Nokia’s website by March 31, 2008.

Does the Board have other authorizations?
The AGM in 2007 authorized the Board to issue a maximum of 800 million shares and special rights entitling to shares. This authorization is effective until June 30, 2010. The authorization can 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. The AGM’s resolutions in 2007 are available on Nokia’s website: http://www.nokia.com/A4622198.

Additional information on shares issued in 2007 is available in Nokia’s annual accounts 2007 as well as in Nokia’s Form 20-F for 2007, which will be available on Nokia’s website by March 31, 2008.

How can I obtain the proposals regarding the AGM agenda and resolutions to be made?
The proposals by the Board of Directors and its Committees 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 AGM and disclose the resolutions on its website. The minutes of the meeting will be available for review for shareholders as from May 22, 2008 at the latest. Copies of the minutes will be sent to shareholders upon request.

Why is the Annual General Meeting held later this year than what has been past practice?
There is no special reason for having the Annual General Meeting take place on May 8. It is somewhat later than in previous years, but this year, May 8 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.