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1 (3) Proposal by the Corporate 1 (3) PROPOSAL BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE FOR COMPOSITION OF THE BOARD OF DIRECTORS Henning Kagermann and Helge Lund have informed the Corporate Governance and Nomination Committee that they will no longer be available to serve on the Nokia Board of Directors after the Annual General Meeting. Mr. Kagermann has been a Nokia Board member since 2007 and Mr. Lund since 2011. The Committee proposes to the Annual General Meeting that the number of Board members be nine (9), consistent with the provisions of the Company’s Articles of Association. Based on past experience and the current business situation at the Company, the Committee regards nine as an appropriate number of directors for the needed diversity in experience and skills to perform the Board’s work effectively. The Committee proposes that the following current Board members be re-elected as members of the Nokia Board of Directors for a term until the close of the Annual General Meeting 2015: Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Mårten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. In addition, the Committee proposes that Vivek Badrinath, who is Deputy CEO of Accor, and Dennis Strigl, who is Retired CEO of Verizon Wireless and Author and Consultant, be elected as a member of the Nokia Board of Directors for a term until the close of the Annual General Meeting 2015. All Board member candidates have been determined to be independent under the rules of the New York Stock Exchange and the Finnish Corporate Governance Code, except Mr. Siilasmaa, because of his role as the interim CEO of Nokia in addition to his role as the Chairman of the Board from September 3, 2013 through April 30, 2014, and Mr. Mickos, because of his position as CEO of Eucalyptus Systems, Inc. that has a business relationship and receives revenue from Networks. The Committee's aim is continually to renew the Board to ensure an efficient Board of international professionals with a diverse mix of skills and experience. The Committee considers potential director candidates based on the short-term and long-term needs of the Company and of the Board and may engage search firms or advisors to identify director candidates. Resumés of the proposed Board members are in Appendix 1. The Corporate Governance and Nomination Committee will also propose in the assembly meeting of the new Board of Directors after the Annual General Meeting on June 17, 2014 that Risto Siilasmaa be elected as Chairman of the Board and Jouko Karvinen as Vice Chairman of the Board. Espoo, April 28, 2014 Board of Directors, Corporate Governance and Nomination Committee 2 (3) APPENDIX 1 ADDITIONAL INFORMATION RELATING TO THE PROPOSAL BY THE CORPORATE GOVERNANCE AND NOMINATION COMMITTEE FOR COMPOSITION OF THE BOARD OF DIRECTORS Vivek Badrinath, b. 1969* Member of the Board of Directors and audit committee Deputy Chief Executive Officer, Accor Group. of SAB Miller plc 2004-2011. Ecole Polytechnique and ENST. Deputy Chief Executive Officer of Orange 2013- Jouko Karvinen, b. 1957 2014. Head of Business Services of Orange 2010- CEO of Stora Enso Oyj. Board member since 2011. Vice 2013. Member of Group's Executive Committee, Chairman since 2013. Head of networks and operators division 2009– Master of Science (Eng.) (Tampere University of 2010. CTO of mobile activities of Orange 2004- Technology). 2009. CEO of Thomson India in 2000-2004. Various CEO of Philips Medical Systems Division 2002-2006. technical positions with the long-distance networks Member of the Board of Management of Royal Philips division of Orange Group 1996-2000. Electronics 2006 and Group Management Committee of Royal Philips Electronics 2002-2006. Holder of Bruce Brown, b. 1958 executive and managerial positions at ABB Group Officer on Special Assignment at The Procter & Gamble Limited from 1987, including Executive Vice President, Company. Board member since 2012. Head of Automation Technology Products Division and M.B.A. (Marketing and Finance) (Xavier University), B.S. Member of the Group Executive Committee 2000- (Chemical Engineering) (Polytechnic Institute of New 2002, Senior Vice President, Business Area Automation York University). Power Products 1998-2000, Vice President, Business Chief Technology Officer of The Procter & Gamble Unit Drives Products & Systems 1993-1998, Vice Company until February 1, 2014. Various executive and President, Power Electronics Division of ABB Drives Oy, managerial positions in Baby Care, Feminine Care, and Global AC Drives Feeder Factory and R&D Centre 1990- Beauty Care units of The Procter & Gamble Company 1993. since 1980 in the United States, Germany and Japan. Member of the Board of Directors of Aktiebolaget SKF. Member of the Board of Directors of Agency for Member of the Board of Directors of the Finnish Forest Science, Technology & Research (A*STAR). Strategy Industries Federation and the Confederation of Adviser in US National Innovation. Member of the Board European Paper Industries (CEPI). of Trustees of Xavier University. Chairman of the Advisory Board of MDVIP. Member of the Board of the Mårten Mickos, b. 1962 University of Cincinnati Research Institute. Chief Executive Officer of Eucalyptus Systems, Inc. Board member since 2012. Elizabeth Doherty, b. 1957 Master of Science (Eng.) (Helsinki University of Independent director. Board member since 2013. Technology). Bachelor of Science (University of Manchester). FCMA Senior Vice President, Database Group, Sun (Fellow of the Chartered Institute of Management Microsystems 2008-2009. CEO, MySQL AB 2001-2008. Accountants). Chairman, Vexillum Ab 2000-2001. CEO, MatchON Chief Financial Officer and Executive Director of Reckitt Sports Ltd. 1999-2000. CEO, Intellitel Communications Benckiser Group plc 2011-2013. Chief Financial Officer Ltd. 1997-1999. and Executive Director of Brambles Industries Ltd 2007-2009. Group International Finance Director of Elizabeth Nelson, b. 1960 Tesco plc 2001-2007. Various executive and Independent Corporate Advisor. Board member since managerial positions within Unilever plc 1979-2001 2012. including Senior Vice President Finance, Central and M.B.A. (Finance) (The Wharton School, University of Eastern Europe; Commercial Director, Unilever Thai Pennsylvania). B.S. (Foreign Service) (Georgetown Holdings Ltd; Commercial Director, Frigo España SA; University). Supply Chain Manager, Mattessons Walls Ltd; and Executive Vice President and Chief Financial Officer, Internal Audit Manager. Macromedia, Inc. 1997-2005. Vice President, Corporate Member of the Board of Directors of Dunelm Group Plc. Development, Macromedia, Inc. 1996-1997. Project Member of the Board of Directors of Delhaize SA. Manager, Corporate Development and International 3 (3) Finance, Hewlett-Packard Company 1988-1996. Dennis F. Strigl, b.1946* Associate, Robert Nathan Associates 1982-1986. Retired CEO, Verizon Wireless, Author and Consultant. Member of the Board of Directors of Pandora Media. Doctorate, Humane Letters (Honorary) Canisius Member of the Board of Directors of Brightcove Inc. College, Master of Business Administration (MBA) Member of the Boards of Directors of Ancestry.com, Farleigh Dickinson University, Bachelor of Science in Inc. 2009-2012, SuccessFactors, Inc. 2007-2012, Business Administration Canisius College. Autodesk, Inc. 2007-2010 and CNET Networks, Inc. President & Chief Operating Officer of Verizon 2003-2008. Communications Corporation, 2007-2009. President & Chief Excutive Officer of Verizon Wireless and Executive Risto Siilasmaa, b. 1966 Vice President of Verizon Communications, 2000-2007. Chairman of the Board of Directors of Nokia President and Chief Executive Officer of Bell Atlantic Corporation. Board member since 2008. Chairman Mobile, 1991-2000, and Group President and Chief since 2012. Executive Officer of Bell Atlantic Global Wireless, 1995- Master of Science (Eng.) (Helsinki University of 2000. Vice President and Chief Operating Officer New Technology). Jersey Bell 1990, Vice President Product Management President and CEO of F-Secure Corporation 1988– Bell Atlantic Corporation, 1989. Various executive and 2006. managerial positions in wireless communications Chairman of the Board of Directors of F-Secure industry, including President and Chief Executive Corporation. Member of the Board of Directors of Officer Applied Data Research, of Ameritech Mendor Ltd. Vice Chairman of the Board of Directors of Communications Corporation 1987-1988 and The Federation of Finnish Technology Industries. President Ameritech Mobile, 1984-1986. Member of the Board of Directors of The Member of the Board of Directors of Anadigics, Inc. Confederation of Finnish Industries (EK). Member of the and, PNC Financial Services Group and PNC Bank. European Roundtable of Industrialists, ERT. Member of Adjunct Professor, Princeton University and Rutgers the Tsinghua SEM Advisory Board. Member of the University. Trustee, Canisius College, Buffalo, NY, International Business Leaders Advisory Council for the 2001-2009 and 2013-Present, (Chairman 2005-2009). Mayor of Beijing. Chairman of the Board of Directors of Elisa Corporation *) Proposed to be elected for the first time as a 2008-2012. member of the Board of Directors of Nokia Corporation. Kari Stadigh, b. 1955 Group CEO and President of Sampo Plc. Board member since 2011. Master of Science (Eng.) (Helsinki University of Technology). Bachelor of Business Administration (Swedish School of Economics and Business Administration, Helsinki). Deputy CEO of Sampo Plc 2001-2009. President of Sampo Life Insurance Company Limited 1999-2000. President of Nova Life Insurance Company Ltd 1996- 1998. President and COO of Jaakko Pöyry Group 1991- 1996. Member of the Board of Directors of Nordea Bank AB (publ). Chairman of the Board of Directors of If P&C Insurance Holding Ltd (publ), Kaleva Mutual Insurance Company and Mandatum Life Insurance Company Limited. Vice Chairman of the Board of Directors of the Federation of Finnish Financial Services. Member of the Board of Directors of Central Chamber of Commerce of Finland. Chairman of the Board of Directors of Alma Media Corporation 2005-2011. Member of the Board of Directors of Aspo Plc. 2009. .
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