Stock option plans

About Nokia stock option plans - June 16, 2011

Nokia's outstanding global stock option plans were approved by the Annual General Meeting in the year when each plan was launched, i.e. in 2005, 2007 and 2011. Each stock option entitles the holder to subscribe for one new Nokia share. The stock options are non-transferable and may be used for share subscription only.

The exercise price of the stock options is determined at the time of grant on a quarterly basis. The exercise prices are determined in accordance with a pre-agreed schedule quarterly after the release of Nokia's periodic financial results and are, as a main rule, based on the trade volume weighted average price of a Nokia share on NASDAQ OMX Helsinki during the trading days of the first whole week of the second month of the respective calendar quarter (i.e. February, May, August or November). Exercise prices are determined on a one-week weighted average to mitigate any short term fluctuations in Nokia's share price. The determination of exercise price is defined in the terms and conditions of the stock option plan, which are approved by the shareholders at the respective Annual General Meeting. The Board of Directors does not have the right to amend the above-described determination of the exercise price.

Newly issued Nokia shares

Share subscriptions under the stock option plans are settled with unregistered newly issued Nokia shares. The newly issued shares are admitted to the main list of the NASDAQ OMX Helsinki, as a separate class of shares under a separate trading code ("Nokia Uudet" in Finnish, meaning Nokia 'New'). In 2011, the newly issued shares have been listed since January 7, 2011 under the trading code.

"NOK1VM0111".

By the Subscription Deadline issued new shares will be automatically combined with the NOK1V share class at the following Trade Registration Date. If a trade with an unregistered share NOK1VM0111 is unsettled as of the Trade Registration Date, the trade will settle in the ordinary class NOK1V, normally.

Difference in share classes

Until the trade registration, the newly issued shares do not carry any shareholder rights and, therefore, they differ from the NOK1V share class. Shareholder rights commence on the Trade Registration Date, when the newly issued shares are combined with the NOK1V share class.

After January 7, 2011 subscribed new shares under the stock option plans (NOK1VM0111), do not entitle to cash dividend for fiscal year 2010. This is because shares subscribed under the stock option plans will be eligible for dividend with respect to the financial year in which the share subscription takes place.

Trade registration dates during 2011

Please note that Nokia reserves the right to change any of the Trade Registration Dates indicated above, if necessary. Also, Nokia does not assume any liability for non-registrations occurring on any of the Dates due to reasons beyond Nokia's control. Therefore, you are advised to check from this website the desired Trade Registration Date before acting in reliance on any of these. The Subscription Deadline indicates the date, by which issued new shares will be recorded in the Trade Register immediately on the following Trade Registration Date.