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Issuance of shares under Performance Share Plan 2006

Nokia Corporation
Stock Exchange Release
January 22, 2009 at 13:30 (CET +1)

Espoo, Finland - Nokia announced today that Nokia Board of Directors
has approved Nokia Equity Program 2009, which, following previous
years' practice, has the below structure:

- Performance Shares - offered as the main equity-based incentive to
approximately 6 500 employees;
- Stock options - used on a limited basis for senior managers;
- Restricted Shares - only a small number granted to high potential
and critical employees.

The Equity Program 2009 will focus on rewarding achievement and
retaining critical talent, like Nokia equity programs of previous
years.  Similarly it intends to align the potential value received by
the participants directly with the long-term performance of the
company, thus aligning the participants' interests also with the
shareholders' interests.

Under Nokia Performance Share Plan 2009, Nokia shares will be
delivered provided that the Company's performance reaches at least
one of the required threshold levels measured by two independent
performance criteria. The performance criteria are as follows:


+-------------------------------------------------------------------+
| Performance Criteria                       | Threshold | Maximum  |
|--------------------------------------------+-----------+----------|
| Average annual net sales growth during the | -5%       | 10%      |
| performance period                         |           |          |
|--------------------------------------------+-----------+----------|
| Earnings per share (EPS) (diluted,         | EUR 1.01  | EUR 1.53 |
| non-IFRS) in 2011                          |           |          |
+-------------------------------------------------------------------+


The Performance Share Plan 2009 has a three year performance period
2009-2011.

The grant of Performance Shares in 2009 may result in an aggregate
maximum payout of 18 million Nokia shares, should the maximum level
for both performance criteria be met.

As part of Nokia Equity Program 2009, stock options will be granted
under Nokia Stock Option Plan 2007 approved by the Annual General
Meeting 2007. The total size of Nokia Stock Option Plan 2007 is 20
million stock options, which can be granted during 2007 - 2010. The
grant in 2009 is planned to be maximum 7 million stock options.

Restricted Shares under Nokia Equity Program 2009 will have a
three-year restriction period and the shares will be delivered mainly
in 2012. The grant of Restricted Shares in 2009 may result in an
aggregate maximum payout of 5 million Nokia shares.

As of December 31, 2008, the total maximum dilution effect of Nokia's
equity incentives currently outstanding, assuming that the
performance shares are delivered at maximum level, is approximately
2.0 per cent. The potential maximum effect of the Nokia Equity
Program 2009 will be approximately another 0.6 per cent.

Issuance of shares held by the Company

Nokia Board of Directors has resolved to issue 5 200 000 Nokia shares
(NOK1V) held by the Company to be used as settlement of its
obligations for grants made to over 11 000 plan participants,
employees of Nokia, under the Performance Share Plan 2006.

It should be noted that certain statements herein which are not
historical facts, including, without limitation, those regarding: A)
the timing of product, services and solution deliveries; B) our
ability to develop, implement and commercialize new products,
services, 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) expectations
regarding the successful completion of contemplated acquisitions on a
timely basis and our ability to achieve the set targets upon the
completion of such acquisitions; and H) statements preceded by
"believe," "expect," "anticipate," "foresee," "target," "estimate,"
"designed," "plans," "will" or similar expressions are
forward-looking statements. These statements are based on
management's best assumptions and beliefs in light of the information
currently available to it. Because they 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) the deteriorating global economic
conditions and the related financial crisis and their impacts on us,
our customers, suppliers, and collaborative partners; 2)
competitiveness of our product, service and solutions portfolio; 3)
the extent of the growth of the mobile communications industry; 4)
the growth and profitability of the new market segments that we
target and our ability to successfully develop or acquire and market
products, services and solutions in those segments; 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 or 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, services 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, services
and solution offerings; 10) our ability to protect numerous Nokia and
Nokia Siemens Networks patented, standardized or proprietary
technologies from third-party infringement or actions to invalidate
the intellectual property rights of these technologies; 11) Nokia
Siemens Networks' ability to achieve the expected benefits and
synergies from its formation to the extent and within the time period
anticipated and to successfully integrate its operations, personnel
and supporting activities; 12) whether, as a result of investigations
into alleged violations of law by some current or former employees of
Siemens AG ("Siemens"), government authorities or others take further
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 have occurred after the transfer, of
such assets and employees that could result in additional actions by
government authorities; 13) 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; 14) occurrence of any actual
or even alleged defects or other quality issues in our products,
services and solutions; 15) our ability to manage efficiently our
manufacturing and logistics, as well as to ensure the quality,
safety, security and timely delivery of our products, services and
solutions; 16) inventory management risks resulting from shifts in
market demand; 17) our ability to source sufficient amounts of fully
functional components and sub-assemblies without interruption and at
acceptable prices; 18) any disruption to information technology
systems and networks that our operations rely on; 19) developments
under large, multi-year contracts or in relation to major customers;
20) economic or political turmoil in emerging market countries where
we do business; 21) our success in collaboration arrangements
relating to development of technologies or new products, services and
solutions; 22) the success, financial condition and performance of
our collaboration partners, suppliers and customers; 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; 28) the impact of changes in
government policies, laws or regulations; and 29) our ability to
effectively and smoothly implement our new organizational structure;
as well as the risk factors specified on pages 10-25 of Nokia's
annual report on Form 20-F for the year ended December 31, 2007 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.

Media and Investor Contacts:

Nokia
Corporate Communications
Tel. +358 7180 34900
Email: press.services@nokia.com

Investor Relations Europe
Tel. +358 7180 34289

Investor Relations US
Tel. +1 914 368 0555

www.nokia.com


 
--- End of Message ---

NOKIA
P.O. Box 226
FIN-00045 NOKIA GROUP   Espoo 

WKN: 870737; 
ISIN: FI0009000681; Index: DJ STOXX Large 200, DJ STOXX 50;
Listed: Nordic list (Large Cap) in THE HELSINKI STOCK EXCHANGE;



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