Nokia 2005 Annual Report Download - page 91

(3) The 2004 fee of Per Karlsson amounted to a total of EUR 125 000, consisting of a fee of
EUR 100 000 for services as member of the Board and EUR 25 000 for services as Chairman of
the Audit Committee. As part of the total remuneration, Mr. Karlsson has received a total of
4 029 Nokia shares.
(4) The 2005 fee of Paul Collins amounts to a total of EUR 162 500, consisting of a fee of
EUR 137 500 for services as Vice Chairman of the Board and EUR 25 000 for services as
Chairman of the Personnel Committee. As part of the total remuneration, Mr. Collins has
received a total of 4 935 Nokia shares.
(5) The 2005 fee of Per Karlsson amounts to a total of EUR 135 000, consisting of a fee of
EUR 110 000 for services as member of the Board and EUR 25 000 for services as Chairman of
the Audit Committee. As part of the total remuneration, Mr. Karlsson has received a total of
4 100 Nokia shares.
(6) The 2005 fee of each of Georg Ehrnrooth, Vesa Vainio and Arne Wessberg amounts to a total
of EUR 120 000 consisting of a fee of EUR 110 000 for services as a member of the Board and
EUR 10 000 for services as a member of the Audit Committee. As part of the total
remuneration, each of them has received a total of 3 644 Nokia shares.
Proposal of the Corporate Governance and Nomination Committee of the Board
On February 13, 2006, the Nokia Board Corporate Governance and Nomination Committee
announced its proposal to the Annual General Meeting on March 30, 2006 that the annual fee
payable to members of the Board of Directors to be elected at the Annual General Meeting for the
term expiring at the close of the Annual General Meeting in 2007 be as follows: EUR 375 000 for
Chairman, EUR 137 500 for Vice Chairman, and EUR 110 000 for each member. In addition, the
Committee will propose that Chairman of the Audit Committee and Chairman of the Personnel
Committee will each receive an additional annual fee of EUR 25 000, and each member of the
Audit Committee an additional annual fee of EUR 10 000. Further, the Corporate Governance and
Nomination Committee proposes that approximately 40% of the remuneration be paid in Nokia
Corporation shares purchased from the market, in accordance with the practice since 1999.
As background to the proposal, the Nokia Board Corporate Governance and Nomination Committee
notes that the proposed remuneration is on the same level than the remuneration approved by
the Annual General Meeting in 2005, except for the remuneration payable to the Chairman of the
Board. The Committee proposes that Jorma Ollila continues after June 1, 2006 as a Non-Executive
Chairman of the Nokia Board of Directors, and the Committee has received Mr. Ollila’s confirmation
that he is available for this position. As from June 1, 2006, Mr. Ollila will no longer be a Nokia
employee and his service contract will terminate as of that date without any severance or other
payments by Nokia. Thereafter, he will no longer be eligible for incentives, bonuses, stock options
or other equity grants from Nokia. He will be entitled to retain all vested and unvested stock
options and other equity compensation granted to him prior to June 1, 2006. Further, following his
current contract, he will not be eligible to receive any additional retirement benefits from Nokia
after June 1, 2006. In addition to the proposed annual remuneration as the Chairman of the Board
of Directors he will be entitled to secretarial and office services as well as reimbursement of
reasonable expenses directly related to his duties as the Non-Executive Chairman of Nokia Board of
Directors.
Executive Remuneration
Please refer to the role of the Personnel Committee under ‘‘Item 6.C Board Practices.’’
89