Nokia Oyj : Corporation Notice Of The Annual General -2-

   The Board of Directors proposes that the Meeting authorize the Board to 
resolve to repurchase a maximum of 550 million shares, which corresponds 
to less than 10 per cent of the Company's total number of shares. The 
repurchases under the authorization are proposed to be carried out by 
using funds in the unrestricted equity, as resolved by the Board, which 
means that the repurchases will reduce distributable funds of the 
Company. 
 
   The price paid for the shares under the authorization shall be based on 
the market price of Nokia shares on the securities markets on the date 
of the repurchase. Shares may be repurchased to be cancelled, held to be 
reissued, transferred further or for other purposes resolved by the 
Board. The Company may enter into derivative, share lending or other 
arrangements customary in capital market practice. 
 
   The shares may be repurchased otherwise than in proportion to the shares 
held by the shareholders (directed repurchase). The Board shall resolve 
on all other matters related to the repurchase of Nokia shares. 
 
   It is proposed that the authorization be effective until October 7, 2022 
and terminate the authorization for repurchasing the Company's shares 
granted by the Annual General Meeting on May 27, 2020. 
 
   17. Authorization to the Board of Directors to resolve to issue shares 
and special rights entitling to shares 
 
   The Board proposes that the Annual General Meeting authorize the Board 
to resolve to issue in total a maximum of 550 million shares through 
issuance of shares or special rights entitling to shares under Chapter 
10, Section 1 of the Finnish Limited Liability Companies Act in one or 
more issues during the effective period of the authorization. The Board 
may issue either new shares or treasury shares held by the Company. The 
proposed maximum amount corresponds to less than 10 per cent of the 
Company's total number of shares as of the date of this proposal. 
 
   Shares and special rights entitling to shares may be issued in deviation 
from the shareholders' pre-emptive rights as a directed share issue 
within the limits set by law. The authorization may be used to develop 
the Company's capital structure, diversify the shareholder base, finance 
or carry out acquisitions or other arrangements, to settle the Company's 
equity-based incentive plans or for other purposes resolved by the 
Board. 
 
   The Board would resolve on all terms and conditions of the issuance of 
shares and special rights entitling to shares under Chapter 10, Section 
1 of the Finnish Limited Liability Companies Act. 
 
   It is proposed that the authorization be effective until October 7, 2022 
and terminate the authorization for issuance of shares and special 
rights entitling to shares resolved at the Annual General Meeting on May 
27, 2020. 
 
   18. Closing of the Meeting 
 
   B. Documents of the Annual General Meeting 
 
   This notice, all the proposals by the Board of Directors relating to the 
agenda of Meeting, the Remuneration Report as well as the "Nokia in 
2020" annual report, which includes the Company's Annual Accounts, the 
review by the Board of Directors and the auditor's report, are expected 
to be available on the Company's website at www.nokia.com/agm in week 9 
of 2021. The "Nokia in 2020" annual report will be sent to shareholders 
upon request. The minutes of the Annual General Meeting will be 
available on the Company's website www.nokia.com/agm latest on April 22, 
2021. 
 
   C. Instructions for the participants of the Annual General Meeting 
 
   The Company takes the threat of the COVID-19 pandemic seriously, and in 
its efforts to prevent the spread of the COVID-19 pandemic, the Annual 
General Meeting has been decided to be held without shareholders and 
their proxy representatives' presence at the Meeting venue. This is 
necessary especially in order to ensure the health and safety of the 
Company's shareholders, employees and other stakeholders. The Company's 
shareholders and their proxies can participate in the Meeting and use 
their shareholder rights only by voting in advance and by submitting 
counterproposals and asking questions in advance by following the below 
instructions. 
 
   It is possible to follow the Annual General Meeting through a webcast, 
provided that the webcast can be arranged in compliance with all 
regulatory rules and restrictions imposed by the Finnish authorities due 
to the COVID-19 pandemic. Instructions regarding the webcast will be 
available on the Company's website www.nokia.com/agm. It is not possible 
to ask questions, make counterproposals or vote through the webcast, and 
following the webcast without voting in advance, or issuing a proxy 
related thereto, is not considered as participation or any kind of 
exercise of shareholder rights in the Meeting. 
 
   1. The right to participate in the Meeting 
 
   Each shareholder, who on March 25, 2021 is registered in the Register of 
Shareholders of the Company, maintained by Euroclear Finland Oy, has the 
right to participate in the Annual General Meeting. A shareholder, whose 
shares are registered on his/her Finnish book-entry account, is 
automatically registered in the Register of Shareholders of the Company. 
If you do not have a Finnish book-entry account, see section 4. Holders 
of nominee-registered shares or section 5. Holders of American 
Depositary Receipts (ADR). Shareholders cannot participate in the 
Meeting by any other means than voting in advance in the manner 
instructed below as well as by submitting counterproposals and asking 
questions in advance. 
 
   2. Registration and voting in advance for shareholders registered in the 
shareholders' register maintained by Euroclear Finland Oy 
 
   Shareholders with a Finnish book-entry account, who wish to participate 
at the Annual General Meeting, must register for the Meeting by giving a 
prior notice of participation and by delivering their votes in advance 
no later than by March 30, 2021 at 4:00 p.m. (EET) by which time the 
notice and votes need to be received. 
 
   Registration and advance voting will open on March 10, 2021 by 10:00 
a.m. and end on March 30, 2021 at 4:00 p.m. (EET). A shareholder, who 
has a Finnish book-entry account, may register and vote in advance by 
the following means: 
 
   a) through the Company's website at www.nokia.com/agm 
 
   Private persons can register and vote by using strong authentication 
(for example Finnish bank ID). For legal persons, a business ID and the 
book-entry account number of the shareholder are needed for voting in 
advance. 
 
   b) by email or mail 
 
   A shareholder may send the advance voting form available on the 
Company's website to Euroclear Finland Oy by email at 
[e-mail] or by regular mail to Euroclear Finland Oy, 
Yhtiökokous/Nokia Oyj, P.O. Box 1110, FI-00101 Helsinki. 
 
   In connection with the registration, a shareholder or a proxy 
representative is required to provide the personal information 
requested. The personal information collected will only be used in 
connection with the Annual General Meeting and registrations related to 
it. 
 
   If a shareholder participates in the Meeting by sending the votes in 
advance by mail or email to Euroclear Finland Oy, in accordance with 
applicable instructions, the delivery of the votes constitutes due 
registration for the Meeting. No other separate notification of 
participation is required. 
 
   Further instructions relating to the advance voting will be available on 
the Company's website www.nokia.com/agm and information is also 
available by telephone at [phone] from Monday to Friday at 9:00 
a.m. to 4:00 p.m. (EET). 
 
   3. Proxy representatives and powers of attorney 
 
   A shareholder may participate in the Annual General Meeting by proxy. 
The proxy representative of a shareholder is also required to vote in 
advance in the manner instructed in this notice. A proxy representative 
shall produce a dated proxy document or otherwise in a reliable manner 
demonstrate their right to represent the shareholder. Should a 
shareholder participate in the Meeting by means of several proxy 
representatives representing the shareholder with shares in different 
book-entry accounts, the shares by which each proxy representative 
represents the shareholder shall be identified in connection with the 
registration for the Meeting. Proxy authorization documents should be 
delivered to Euroclear Finland Oy by letter to Euroclear Finland Oy, 
Yhtiökokous/Nokia Oyj, P.O. Box 1110, FI-00101 Helsinki or by email 
at [e-mail] at the latest by March 30, 2021 at 4:00 p.m. 
(EET). 
 
   4. Holders of nominee-registered shares 
 
   A holder of nominee-registered shares has the right to participate in 
the Annual General Meeting by virtue of such shares, based on which they 
on the record date of the Annual General Meeting, i.e. on March 25, 
2021, would be entitled to be registered in the shareholders' register 
of the company held by Euroclear Finland Oy. The right to participate in 
the Meeting requires, in addition, that the shareholder on the basis of 
such shares has been registered into the temporary shareholders' 
register held by Euroclear Finland Oy at the latest by April 1, 2021 by 
2:00 p.m. (EET). As regards nominee-registered shares this constitutes 
due registration for the Annual General Meeting. 
 
   A holder of nominee-registered shares is advised to request without 
delay necessary instructions regarding the temporary registration in the 
shareholders' register of the company, the issuing of proxy documents 
and registration for the AGM from his/her custodian bank. The account 
management organization of the custodian bank shall temporarily register 
a holder of nominee-registered shares, who wants to participate in the 
AGM, into the shareholders' register of the company at the latest by the 
time stated above. In addition, the account management organization of 
the custodian bank shall arrange advance voting on behalf of the holders 

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03-04-21 0515ET