Nokia cancels treasury shares and sets performance level in Nokia Performance Share Plans

Cancellation of treasury shares

Nokia has decided to cancel 169 500 000 shares held by the company. The cancellation of shares does not have an effect on the amount of share capital of the company. Following the cancellation the number of shares in the Company will be 3 925 542 619.

Performance levels in Nokia Performance Share Plans

As previously disclosed, Nokia has a 2007 Equity Program including performance shares, which is offered as the main equity-based incentive under this plan. Performance shares will be settled provided that the Company’s performance reaches the required threshold level measured by two independant performance criteria: average annual net sales growth during the three-year performance period (2007-2009) and earnings per share (‘EPS’) (basic) at the end of the performance period (2009).

Nokia now announces that the threshold level for the average annual net sales growth under the Performance Share Plan 2007 is 9.5% and the maximum level is 20%. The threshold level for the EPS (basic) is EUR 1.26 and the maximum level is EUR 1.86.

As disclosed earlier, the grant of performance shares in 2007 may result in an aggregate maximum payout of 12 million Nokia shares, should the maximum level for both performance criteria be met. Nokia intends to continue to grant performance shares also in 2008-2010 up to a total payout of 36 million Nokia shares.

Nokia Siemens Networks will be consolidated by Nokia as from April 1, 2007. In order to neutralize the expected impact to the Nokia Performance Share Plans of the formation of Nokia Siemens Networks, Nokia has decided to adjust the levels or measurement of the performance criteria of the Performance Share Plans 2004, 2005 and 2006 by adjusting for the one-time increase in the net sales and by excluding the expected one time gains and restructuring costs.

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