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Nokia Board of Directors approves the Nokia Equity Program 2012


January 26, 2012 - ESPOO, FINLAND



Nokia Corporation

Stock Exchange Release

January 26, 2012 at 13.30 (CET +1)

Nokia announced today that Nokia's Board of Directors hasapproved the Nokia Equity Program 2012 consisting of Performance Shares,dependent on the achievement of two independent financial performancecriteria;Restricted Shares, used together with Performance Shares; and Stockoptions,used on a more limited basis.

As the transition of Nokia's business continues, the Nokia Equity Program2012will support the participants' focus and alignment with the company'sstrategyand targets. The primary equity instruments for the executive employees areperformance shares and stock options. For directors below the executivelevel,the primary equity instruments are performance shares and restrictedshares.Below the director level, performance shares and restricted shares are usedon aselective basis to ensure retention and recruitment of functional masteryandother employees deemed critical to Nokia's future success.

Nokia's balanced approach and use of the performance-based plan inconjunctionwith the restricted share plan as the main long-term incentive vehicleseffectively contribute to the long-term value creation and sustainabilityof thecompany. They also ensure that the overall equity-based compensation isbased onperformance while ensuring the recruitment and retention of talent vital tothefuture success of Nokia.

Approximately 4 500 employees are expected to participate in the NokiaEquityProgram 2012.

Under the Performance Share Plan 2012, Nokia shares will be deliveredprovidedthat the financial performance reaches at least one of the requiredthresholdlevels measured by two independent performance criteria. The performancecriteria are average annual net sales and earnings per share for theperformance period. The threshold and maximum levels for the PerformanceSharePlan 2012 are scheduled to be determined and disclosed during the firstquarterof 2012. No Performance Shares will be granted under the plan prior tothat. ThePlan has a two-year performance period (2012-2013) and a subsequent one-yearrestriction period. Accordingly, the amount of shares based on thefinancialperformance during the two-year period will vest after the third year. Thegrantof Performance Shares in 2012 may result in an aggregate maximum payout of36million Nokia shares, should the maximum level for both performancecriteria bemet.

The Restricted Share Plan 2012 has a three-year restriction period. Thegrant ofRestricted Shares in 2012 may result in an aggregate maximum payout of 14million Nokia shares.

As part of the Nokia Equity Program 2012, stock options will be grantedunderthe Nokia Stock Option Plan 2011 approved by the Annual General Meeting2011.Stock options can be granted under the Stock Option Plan 2011 until the endof2013 and they have a vesting period of 50 % of stock options vesting threeyearsafter grant and the remaining 50 % vesting four years from grant. Theplannedmaximum number of stock options to be granted during 2012 is approximately8.5million.

As of December 31, 2011, the total maximum dilution effect of Nokia'sequityprogram currently outstanding, assuming that the performance shares wouldbedelivered at maximum level, is approximately 1.8 %. The potential maximumeffectof the Nokia Equity Program 2012, again assuming the delivery at maximumlevel,would be approximately another 1.6 %.

Settlements under various Nokia equity plans

The performance period for the Performance Share Plan 2009 ended onDecember31, 2011, and there will be no settlement to the participants under theplan asthe threshold performance criteria of EPS and Average Annual Net SalesGrowthwere not met. To fulfill the Company's obligations under other,considerablymore limited equity incentive plans, Nokia's Board of Directors hasresolved toissue a total amount of 1 010 000 Nokia shares (NOK1V) held by the Companytosettle its commitment to approximately 400 participants, employees of theNokiaGroup.

About Nokia

Nokia is a global leader in mobile communications whose products havebecome anintegral part of the lives of people around the world. Every day, more than1.3billion people use their Nokia to capture and share experiences, accessinformation, find their way or simply to speak to one another. Nokia'stechnological and design innovations have made its brand one of the mostrecognized in the world. For more information, visithttp://www.nokia.com/about-nokia

FORWARD-LOOKING STATEMENTS

It should be noted that certain statements herein which are not historicalfactsare forward-looking statements, including, without limitation, thoseregarding:A) the expected plans and benefits of our strategic partnership withMicrosoftto combine complementary assets and expertise to form a global mobileecosystemand to adopt Windows Phone as our primary smartphone platform; B) thetiming andexpected benefits of our new strategy, including expected operational andfinancial benefits and targets as well as changes in leadership andoperationalstructure; C) the timing of the deliveries of our products and services; D)ourability to innovate, develop, execute and commercialize new technologies,products and services; E) expectations regarding market developments andstructural changes; F) expectations and targets regarding our industryvolumes,market share, prices, net sales and margins of products and services; G)expectations and targets regarding our operational priorities and resultsofoperations; H) expectations and targets regarding collaboration andpartneringarrangements; I) the outcome of pending and threatened litigation; J)expectations regarding the successful completion of acquisitions orrestructurings on a timely basis and our ability to achieve the financialandoperational targets set in connection with any such acquisition orrestructuring; and K) statements preceded by "believe," "expect,""anticipate,""foresee," "target," "estimate," "designed," "plans," "will" or similarexpressions. These statements are based on management's best assumptionsandbeliefs in light of the information currently available to it. Because theyinvolve risks and uncertainties, actual results may differ materially fromtheresults that we currently expect. Factors that could cause thesedifferencesinclude, but are not limited to: 1) our ability to succeed in creating acompetitive smartphone platform for high-quality differentiated winningsmartphones or in creating new sources of revenue through our partnershipwithMicrosoft; 2) the expected timing of the planned transition to WindowsPhone asour primary smartphone platform and the introduction of mobile productsbased onthat platform; 3) our ability to maintain the viability of our currentSymbiansmartphone platform during the transition to Windows Phone as our primarysmartphone platform; 4) our ability to realize a return on our investmentinMeeGo and next generation devices, platforms and user experiences; 5) ourability to build a competitive and profitable global ecosystem ofsufficientscale, attractiveness and value to all participants and to bring winningsmartphones to the market in a timely manner; 6) our ability to producemobilephones in a timely and cost efficient manner with differentiated hardware,localized services and applications; 7) our ability to increase our speedofinnovation, product development and execution to bring new competitivesmartphones and mobile phones to the market in a timely manner; 8) ourabilityto retain, motivate, develop and recruit appropriately skilled employees;9) ourability to implement our strategies, particularly our new mobile productstrategy; 10) the intensity of competition in the various markets where wedobusiness and our ability to maintain or improve our market position orrespondsuccessfully to changes in the competitive environment; 11) our ability tomaintain and leverage our traditional strengths in the mobile productmarket ifwe are unable to retain the loyalty of our mobile operator and distributorcustomers and consumers as a result of the implementation of our newstrategy orother factors; 12) our success in collaboration and partnering arrangementswiththird parties, including Microsoft; 13) the success, financial conditionandperformance of our suppliers, collaboration partners and customers; 14) ourability to source sufficient quantities of fully functional qualitycomponents,subassemblies and software on a timely basis without interruption and onfavorable terms, including the disruption of production and/or deliveriesfromany of our suppliers as a result of adverse conditions in the geographicareaswhere they are located; 15) our ability to manage efficiently ourmanufacturing,service creation, delivery and logistics without interruption; 16) ourabilityto ensure the timely delivery of sufficient volumes of products that meetourand our customers' and consumers' requirements and manage our inventory andtimely adapt our supply to meet changing demands for our products; 17) anyactual or even alleged defects or other quality, safety and security issuesinour products; 18) any actual or alleged loss, improper disclosure orleakage ofany personal or consumer data collected or made available to us or storedin orthrough our products; 19) our ability to successfully manage costs,includingour ability to achieve targeted costs reductions and to effectively andtimelyexecute related restructuring measures, including personnel reductions; 20)ourability to effectively and smoothly implement the new operational structureforour businesses; 21) the development of the mobile and fixed communicationsindustry and general economic conditions globally and regionally; 22)exchangerate fluctuations, including, in particular, fluctuations between the euro,which is our reporting currency, and the US dollar, the Japanese yen andtheChinese yuan, as well as certain other currencies; 23) our ability toprotectthe technologies, which we or others develop or that we license, fromclaimsthat we have infringed third parties' intellectual property rights, as wellasour unrestricted use on commercially acceptable terms of certaintechnologies inour products and services; 24) our ability to protect numerous patentedstandardized or proprietary technologies from third-party infringement oractions to invalidate the intellectual property rights of thesetechnologies;25) the impact of changes in government policies, trade policies, laws orregulations and economic or political turmoil in countries where our assetsarelocated and we do business; 26) any disruption to information technologysystemsand networks that our operations rely on; 27) unfavorable outcome oflitigations; 28) allegations of possible health risks from electromagneticfields generated by base stations and mobile products and lawsuits relatedtothem, regardless of merit; 29) our ability to achieve targeted costsreductionsand increase profitability in Nokia Siemens Networks and to effectively andtimely execute related restructuring measures; 30) Nokia Siemens Networks'ability to maintain or improve its market position or respond successfullytochanges in the competitive environment; 31) Nokia Siemens Networks'liquidityand its ability to meet its working capital requirements; 32) whether NokiaSiemens Networks is able to successfully integrate the acquired assets ofMotorola Solutions' networks business, retain existing customers of theacquiredbusiness, cross-sell Nokia Siemens Networks' products and services tocustomersof the acquired business and otherwise realize the expected synergies andbenefits of the acquisition; 33) Nokia Siemens Networks' ability to timelyintroduce new products, services, upgrades and technologies; 34) NokiaSiemensNetworks' success in the telecommunications infrastructure services marketandNokia Siemens Networks' ability to effectively and profitably adapt itsbusinessand operations in a timely manner to the increasingly diverse service needsofits customers; 35) developments under large, multi-year contracts or inrelationto major customers in the networks infrastructure and related servicesbusiness;36) the management of our customer financing exposure, particularly in thenetworks infrastructure and related services business; 37) whether ongoingorany additional governmental investigations into alleged violations of lawbysome former employees of Siemens AG may involve and affect the carrier-relatedassets and employees transferred by Siemens AG to Nokia Siemens Networks;38)any impairment of Nokia Siemens Networks customer relationships resultingfromongoing or any additional governmental investigations involving the Siemenscarrier-related operations transferred to Nokia Siemens Networks; as wellas therisk factors specified on pages 12-39 of Nokia's annual report Form 20-Ffor theyear ended December 31, 2010 under Item 3D. "Risk Factors." Other unknownorunpredictable factors or underlying assumptions subsequently proving to beincorrect could cause actual results to differ materially from those in theforward-looking statements. Nokia does not undertake any obligation topubliclyupdate or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legallyrequired.

This announcement is distributed by Thomson Reuters on behalf ofThomson Reuters clients. The owner of this announcement warrants that:

(i) the releases contained herein are protected by copyright andother applicable laws; and

(ii) they are solely responsible for the content, accuracy andoriginality of the information contained therein.

Source: Nokia via Thomson Reuters ONE

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Nokia

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Tel. +358 7180 34900
Email: Email Contact

Investor Relations Europe
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www.nokia.com

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