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. 

It should be noted that certain statements herein which are not historical
facts, including, without limitation, those regarding: A) the timing of product
and solution deliveries; B) our ability to develop, implement and commercialize
new products, solutions and technologies; C) expectations regarding market
growth, developments and structural changes; D) expectations regarding our
mobile device volume growth, market share, prices and margins; E) expectations
and targets for our results of operations; F) the outcome of pending and
threatened litigation; G) expected timing, scope and effects of the merger of
Nokia's and Siemens' communications service provider businesses; and H)
statements preceded by “believe,” “expect,” “anticipate,” “foresee,” “target,”
“estimate,” “designed,” “plans,” “will” or similar expressions are
forward-looking statements. Because these statements involve risks and
uncertainties, actual results may differ materially from the results that we
currently expect. Factors that could cause these differences include, but are
not limited to: 1) competitiveness of our product portfolio; 2) our ability to
identify key market trends and to respond timely and successfully to the needs
of our customers; 3) the extent of the growth of the mobile communications
industry, as well as the growth and profitability of the new market segments
within that industry which we target; 4) the availability of new products and
services by network operators and other market participants; 5) our ability to
successfully manage costs; 6) the intensity of competition in the mobile
communications industry and our ability to maintain or improve our market
position and respond successfully to changes in the competitive landscape; 7)
the impact of changes in technology and our ability to develop or otherwise
acquire complex technologies as required by the market, with full rights needed
to use; 8) timely and successful commercialization of complex technologies as
new advanced products and solutions; 9) our ability to protect the complex
technologies, which we or others develop or that we license, from claims that
we have infringed third parties' intellectual property rights, as well as our
unrestricted use on commercially acceptable terms of certain technologies in
our products and solution offerings; 10) our ability to protect numerous Nokia
patented, standardized, or proprietary technologies from third party
infringement or actions to invalidate the intellectual property rights of these
technologies; 11) our ability to manage efficiently our manufacturing and
logistics, as well as to ensure the quality, safety, security and timely
delivery of our products and solutions; 12) inventory management risks
resulting from shifts in market demand; 13) our ability to source quality
components and sub-assemblies without interruption and at acceptable prices;
14) the closing of  the merger of Nokia's networks business and Siemens'
carrier-related operations for fixed and mobile networks to form Nokia Siemens
Networks, and Nokia's and Siemens' ability to successfully integrate the
operations, personnel and supporting activities of their respective businesses;
15) whether, as a result of investigations into alleged violations of law by
some current or former employees of Siemens, government authorities or others
take actions against Siemens and/or its employees that may involve and affect
the carrier-related assets and employees transferred by Siemens to Nokia
Siemens Networks, or there may be undetected additional violations that may
have occurred prior to the transfer, or ongoing violations that may occur after
the transfer, of such assets and employees that could result in additional
actions by government authorities; 16) the expense, time, attention and
resources of Nokia Siemens Networks and our management to detect, investigate
and resolve any situations related to alleged violations of law involving the
assets and employees of Siemens carrier-related operations transferred to Nokia
Siemens Networks; 17) any impairment of Nokia Siemens Networks customer
relationships resulting from the ongoing government investigations involving
the Siemens carrier-related operations transferred to Nokia Siemens Networks;
18) developments under large, multi-year contracts or in relation to major
customers; 19) general economic conditions globally and, in particular,
economic or political turmoil in emerging market countries where we do
business; 20) our success in collaboration arrangements relating to development
of technologies or new products and solutions; 21) the success, financial
condition and performance of our collaboration partners, suppliers and
customers; 22) any disruption to information technology systems and networks
that our operations rely on; 23) exchange rate fluctuations, including, in
particular, fluctuations between the euro, which is our reporting currency, and
the US dollar, the Chinese yuan, the UK pound sterling and the Japanese yen, as
well as certain other currencies; 24) the management of our customer financing
exposure; 25) allegations of possible health risks from electromagnetic fields
generated by base stations and mobile devices and lawsuits related to them,
regardless of merit; 26) unfavorable outcome of litigations; 27) our ability to
recruit, retain and develop appropriately skilled employees; and 28) the impact
of changes in government policies, laws or regulations; as well as the risk
factors specified on pages 12-24 of the company's annual report on Form 20-F
for the year ended December 31, 2006 under “Item 3.D Risk Factors.” Other
unknown or unpredictable factors or underlying assumptions subsequently proving
to be incorrect could cause actual results to differ materially from those in
the forward-looking statements. Nokia does not undertake any obligation to
update publicly or revise forward-looking statements, whether as a result of
new information, future events or otherwise, except to the extent legally
required. 

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