• What is the dividend amount proposed by the Nokia Board of Directors?
• Who is entitled to the proposed dividend?
• When will the dividend be paid?
• What does discharging of the Chairman, the members of the Board of Directors and the President from liability mean?
• How does the proposal on the remuneration to the members of the Board of Directors compare to remuneration paid in previous years?
• Does the Corporate Governance and Nomination Committee propose a change in the Board members?
• Who is Ms. Isabel Marey-Semper, who is proposed as a new Board member?
• What does the proposal regarding auditor remuneration mean?
• What does the proposal of the Audit Committee mean in respect of the election of the Auditor?
• Why does the Board propose an authorization to repurchase own shares?
• Does the Board have other authorizations?
• How can I obtain the proposals regarding the AGM agenda and resolutions to be made?

What is the dividend amount proposed by the Nokia Board of Directors?
The Nokia Board of Directors proposes that from retained earnings a dividend of EUR 0.40 per share is to be paid out on the shares of the Company. The proposed dividend is in line with the Company’s distribution policy and it significantly exceeds the minimum dividend required by law.

More information on dividend history is available in Nokia’s Annual Accounts 2008 as well as in Nokia’s Form 20-F for 2008, which will be available on Nokia’s website by week 12 at the latest.

Who is entitled to the proposed dividend?
The dividend will be paid to shareholders registered in the Company’s Register of Shareholders on the record date for dividend distribution April 28, 2009. 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, April 23, 2009, in order for the buyer to be registered in the shareholder register on the record date. If a Nokia share is purchased on April 24, 2009 (the ex-dividend date) or thereafter the buyer will not receive the proposed dividend.

Nokia New 2009 –shares do not entitle to the proposed dividend due to the terms and conditions of the relevant Nokia stock option plans.

When will the dividend be paid?
Nokia will pay the dividend to all bank accounts in Finland on May 13, 2009. 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 13, 2009 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 18, 2009. 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 AGM 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 2008. 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 Board’s Corporate Governance and Nomination Committee proposes to the AGM that the remuneration payable to the members of the Board to be elected at the AGM for the term until the close of the AGM in 2010 be unchanged from 2008 .The following table sets out the proposal by the Committee and the remuneration paid to the Board members in previous years.

*Fees approved by the AGMs in 2008, 2007 and 2006, for the respective years.

The Corporate Governance and Nomination Committee proposes that in accordance with the past practice approximately 40% of the remuneration for 2008 be paid in Nokia shares purchased from the market.

Does the Corporate Governance and Nomination Committee propose a change in the Board members?
The Board’s Corporate Governance and Nomination Committee proposes to the AGM that the number of Board members be eleven. The Committee proposes to the Annual General Meeting that all current Board members be re-elected for the term until the close of the AGM in 2010: Georg Ehrnrooth, Lalita D. Gupte, Bengt Holmström, Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila, Marjorie Scardino, Risto Siilasmaa and Keijo Suila. The Committee also proposes that Isabel Marey-Semper be elected as new member of the Board for the same term.

Information on all the candidates is available on page Proposals to AGM, Candidates' CVs (PDF file, 54 KB).

Who is Ms. Isabel Marey-Semper, who is proposed as a new Board member?
Ms. Marey-Semper is Chief Financial Officer, EVP responsible for Strategy at PSA Peugeot Citroën. With PhD in neuropharmacology and MBA as educational background, she has a diverse working experience, including Chief Operating Officer of the Intellectual Property and Licensing Business Unit of Thomson and Vice President, Corporate Planning at Saint-Gobain.

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 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 2008 broken down by audit and non-audit fees is available in Nokia’s Annual Accounts 2008 as well as in Nokia’s Form 20-F for 2008, which will be available on Nokia’s website by week 12 at the latest.

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 2009 based on its evaluation of the auditor’s performance and independence during fiscal year 2008. If PricewaterhouseCoopers Oy is re-elected, it has informed the Audit Committee that the auditor with principal responsibility will be Merja Lindh.

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 previously.

The repurchase authorization is proposed to maintain flexibility, but the Board has no current plans for repurchases during 2009. The Board intends to cancel a majority of the shares held by the Company prior to the AGM 2009.

The AGMs of Nokia have authorized the Board of Directors of Nokia to repurchase Company’s own shares 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 360 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.

It is proposed that the authorization be effective until June 30, 2010 and that the authorization terminate the authorization for repurchasing of Company’s shares resolved at the AGM on May 8, 2008.

Additional information on the share repurchases in 2008 is available in Nokia’s Annual Accounts 2008 as well as in Nokia’s Form 20-F for 2008, which will be available on Nokia’s website by week 12 at the latest.

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/A4622197.

Additional information on shares issued in 2008 is available in Nokia’s Annual Accounts 2008 as well as in Nokia’s Form 20-F for 2008, which will be available on Nokia’s website by week 12 at the latest.

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 “Board’s proposals to the Annual General Meeting 2009” and the notice of the meeting on the main page. The proposals by the Board are also available at the AGM. 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 on Company’s website as from May 7, 2009 at the latest. Copies of the minutes will be sent to shareholders upon request.