At Nokia, we have a range of corporate governance practices in place with various goals in mind: to establish a structure in which the

rights and responsibilities are appropriately distributed among the Board members, management and shareholders to ensure that the interests of both our management and shareholders are aligned to make management accountable for financial stewardship by continuously reviewing business results and strategic choices to safeguard business integrity and responsible business practices to promote transparency for our shareholders and other stakeholders

1.General Information
The Annual General Meeting of Nokia Corporation will be held on Thursday, May 3, 2012 at 2.00 p.m. at Helsinki Fair Centre. Time: Thursday, May 3, 2012 at 2:00 p.m. Registration: at 12:30 pm 2:00 p.m. Place: Helsinki Fair Centre, Amfi-hall, Messuaukio 1, Helsinki, Finland

Right to attend
In order to attend and have a right to vote at the Meeting, a shareholder must be registered in the Register of Shareholders of Nokia, on Friday, April 20, 2012; and a shareholder must give a prior notice to attend the Meeting to Nokia by 4.00 p.m. (Finnish time) on Wednesday, April 25, 2012. See more on Attending the AGM 2012.

Entrance
Voting tickets will be sent to a shareholder or a representative who has a right to attend the Meeting by mail prior to the meeting. A shareholder is required to present the voting ticket in order to be admitted to the Meeting. However, if a shareholder has the right to attend but has not received the voting ticket, the shareholder should go the Information desk at the meeting venue. Doors will open at 12:30 p.m.

Language of the Meeting

The Meeting will be held primarily in Finnish. Simultaneous translation is available into English and Swedish, and as necessary, Finnish.

Refreshments
Shareholders will be served coffee prior to the Meeting, starting at 12:30 p.m. Welcome!

2.Board of Directors
The operations of the company are managed under the direction of the Board of Directors, within the framework set by the Finnish Companies Act and our Articles of Association as well as any complementary rules of procedure as defined by the Board, such as the Corporate Governance Guidelines and related Board Committee charters.

Responsibilities of the Board of Directors

The Board represents and is accountable to the shareholders of the company. The Board's responsibilities are active, not passive, and include the responsibility regularly to evaluate the strategic direction of the company, management policies and the effectiveness with which management implements them.

The Board's responsibilities also include overseeing the structure and composition of the company's top management and monitoring legal compliance and the management of risks related to the company's operations. In doing so, the Board may set annual ranges and/or individual limits for capital expenditures, investments and divestitures and financial commitments not to be exceeded without Board approval. In risk management policies and processes the Boards role includes risk analysis and assessment in connection with each financial and business review, update and decision-making proposal. Risk oversight is an integral part of all Board deliberations. The Board has the responsibility for appointing and discharging the Chief Executive Officer, the Chief Financial Officer and the other members of the Nokia Leadership Team. The Chief Executive Officer, also acts as President, and his rights and responsibilities include those allotted to the President under Finnish law. Subject to the requirements of Finnish law, the independent directors of the Board confirm the compensation and the employment conditions of the Chief Executive Officer upon the recommendation of the Personnel Committee. The compensation and employment conditions of the other members of the Nokia Leadership Team are approved by the Personnel Committee upon the recommendation of the Chief Executive Officer. The basic responsibility of the members of the Board is to act in good faith and with due care so as to exercise their business judgment on an informed basis in what they reasonably and honestly believe to be in the best interests of the company and its shareholders. In discharging that obligation, the directors must inform themselves of all relevant information reasonably available to them. The Board and each Board Committee also have the power to hire independent legal, financial or other advisors as they deem necessary. The Board has three committees: Audit Committee, Corporate Governance and Nomination Committee and Personnel Committee, assisting the Board in its duties pursuant to the respective Committee Charter. The Board also may, and has practice to, establish ad hoc committees for a detailed review and consideration of a particular topic to be proposed for the approval of the Board. The Board conducts annual performance self-evaluations, which also include evaluations of the Board Committees' work, the results of which are discussed by the Board. In line with the past years practice, in 2010, the self-evaluation process consisted of a questionnaire, a one-to-one discussion between the Chairman and each director and a discussion by the entire Board of the outcome of the evaluation, possible measures to be taken, as well as measures taken based on the Board's self-evaluation of the previous year. In addition, performance of the Board Chairman was evaluated in a process led by the Vice Chairman.

Election, composition and meetings of the Board of Directors

Pursuant to the Articles of Association, Nokia Corporation has a Board of Directors composed of a minimum of seven and a maximum of 12 members. The members of the Board are elected for a term of one year at each Annual General Meeting, i.e., as from the close of that Annual General Meeting until the close of the following Annual General Meeting, which convenes each year by June 30. The Annual General Meeting held on May 3, 2011 elected 11 members to the Board of Directors. The members of the Board of Directors elected by the Annual General Meeting in 2011 are Stephen Elop, Dr. Bengt Holmstrm, Prof. Dr. Henning Kagermann, , Per Karlsson, Jouko Karvinen, Helge Lund, Jorma Ollila, Dame Marjorie Scardino, Isabel Marey-Semper, Risto Siilasmaa and Kari Stadigh. Nokia Boards leadership structure consists of a Chairman and Vice Chairman, annually elected by the Board and confirmed by the independent directors of the Board from among the Board members upon the recommendation of the Corporate Governance and Nomination Committee. On May 3, 2011, the independent directors of the Board elected Jorma Ollila to continue as Chairman and Dame Marjorie Scardino to continue as Vice Chairman of the Board. The Chairman has certain specific duties as defined by Finnish standards and the Nokia Corporate

Governance Guidelines. The Vice Chairman of the Board shall assume the duties of the Chairman in case the Chairman is prevented from performing his duties. The Board has determined that Nokia Board Chairman, Jorma Ollila, and the Vice Chairman, Dame Marjorie Scardino, are independent as defined by Finnish standards and relevant stock exchange rules. Nokia does not have a policy concerning the combination or separation of the roles of Chairman and Chief Executive Officer, but the Board leadership structure is dependent on the company needs, shareholder value and other relevant factors applicable from time to time, and respecting the highest corporate governance standards. The current members of the Board are all non-executive, except the President and CEO who was elected as a Nokia Board member by the Annual General Meeting on May 3, 2011. The Board has determined that all ten non-executive Board members are independent as defined by Finnish standards. Also, the Board has determined that nine of the Board's current ten non-executive members are independent directors as defined by the rules of the New York Stock Exchange. Dr. Bengt Holmstrm was determined not to be independent under the rules of the New York Stock Exchange due to a family relationship with an executive officer of a Nokia supplier of whose consolidated gross revenue from Nokia accounts for an amount that exceeds the limit provided in the New York Stock Exchange rules, but that is less than 5%. The executive member of the Board, President and CEO Stephen Elop, was determined not to be independent under both Finnish standards and the New York Stock Exchange rules. Also in January 2011 the Board has determined that all of the members of the Audit Committee, including its Chairman, are "audit committee financial experts" within the meaning of the Sarbanes-Oxley-Act of 2002 and the subsequent regulations by the US Securities and Exchange Commission. The Board held 13 meetings during 2010, majority of which were regularly scheduled meetings held in person, complemented by meetings through conference call and other means. In addition, in 2010, the non-executive directors held a meeting without management in connection with each regularly scheduled Board meeting, as well as a number of additional meetings without management. Also, the independent directors held one meeting separately in 2010. Directors attendance at the Board meetings, including Committee meetings and, any of the meeting format mentioned above, but excluding meetings among non-executive directors or independent directors only, was as follows in 2010:
Board meetings Committee meetings

Georg Ehrnrooth (until May 6, 2010)

100%

100%

Lalita Gupte

93%

100%

Bengt Holmstrm

93%

N/A

Henning Kagermann

100%

100%

Olli-Pekka Kallasvuo (until Sep 10, 2010)

100% 1

N/A

Per Karlsson

85%

100%

Isabel Marey-Semper

85%

100%

Jorma Ollila

100%

N/A

Marjorie Scardino

100%

100%

Risto Siilasmaa

100%

100%

Keijo Suila
1

100%

100%

Excluding meetings which he was excused by law.

In addition, many of the members attended as a non-voting observer meetings of a committee in which they were not a member. According to the Nokia Board Practices, the non-executive directors meet without management in connection with each regularly scheduled meeting. Such sessions are chaired by the non-executive Chairman of the Board or. If the non-executive Chairman of the Board had been absent in any of the meetings of non-executive directors, the nonexecutive Vice Chairman of the Board would have chaired the meeting. In addition, the independent directors meet separately at least once annually. All the directors attended Nokia's Annual General Meeting held on May 3, 2011. The Finnish Corporate Governance Code recommends attendance by the Board Chairman and a sufficient number of directors in the general meeting of shareholders to allow the shareholders to exercise their right to present questions to the Board and management. The independent directors of the Board also confirm the election of the members and Chairmen for the Board's committees from among the Board's independent directors upon the recommendation of the Corporate Governance and Nomination Committee and based on each committee's member qualification standards.

Ordinary BusinesS
1. To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2010 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon. 2. To declare a dividend on Ordinary Shares and A Ordinary Shares. 3. To appoint a Director in place of Mr Ratan N Tata, who retires by rotation and is eligible for re-appointment. 4. To appoint a Director in place of Dr R A Mashelkar, who retires by rotation and is eligible for re-appointment. 5. To appoint Auditors and fix their remuneration. Special Business 7. Appointment of Mr Ranendra Sen as a Director To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution: RESOLVED that Mr Ranendra Sen who was appointed by the Board of Directors as an Additional Director of the Company with effect from June 1, 2010 and who holds office upto the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 (the Act), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company whose office shall be liable to retirement by rotation. 8. Appointment of Mr Carl-Peter Forster as a Director To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution: RESOLVED that Mr Carl-Peter Forster who was appointed by the Board of Directors as an Additional Director of the Company with effect from April 1, 2010 and who holds office upto the date of this Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 (the Act), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 257 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company. 9. Appointment of Mr Carl-Peter Forster as Chief Executive Officer and Managing Director

To consider and, if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution: RESOLVED that pursuant to the provisions of Sections 198, 269, 309, and other applicable provisions, if any, of the Companies Act, 1956 (the Act), as amended or re-enacted from time to time, read with Schedule XIII of the Act and subject to the approval of the Central Government, the Company hereby approves the appointment and terms of remuneration of Mr Carl-Peter Forster as the Chief Executive Officer and Managing Director of the Company for the period from April 1, 2010 to March 31, 2013, upon the terms and conditions, including the remuneration to be paid in the event of inadequacy of profits in any financial year as set out in the Explanatory Statement annexed to the Notice convening this meeting, with liberty to the Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Directors and Mr Forster.