TIDMNOKIA 
 
   Nokia Corporation 
 
   Stock Exchange Release 
 
   March 4, 2021 at 12:00 (CET +1) 
 
   Notice of the Annual General Meeting of Nokia Corporation 
 
   Notice is given to the shareholders of Nokia Corporation (the "Company") 
of the Annual General Meeting to be held on Thursday April 8, 2021 at 
3:00 p.m. in the Company's headquarters at Karakaari 7, Espoo, Finland. 
Participation and exercise of shareholder rights in the Meeting is 
possible only by voting in advance and by submitting counterproposals 
and asking questions in advance in accordance with the instructions 
given in section C of this notice and otherwise by the Company. It is 
not possible for the shareholders or their proxy representatives to 
participate in the Meeting at the meeting venue. 
 
   The Board of Directors of the Company has resolved on extraordinary 
measures pursuant to the legislative act concerning temporary deviations 
from the Companies Act (677/2020), which entered into force on October 
3, 2020. In order to restrict the spread of the COVID-19 pandemic, the 
Annual General Meeting will be held without shareholders' and their 
proxy representatives' presence at the Meeting venue. This is necessary 
in order to ensure the health and safety of the shareholders, employees 
and other stakeholders of the Company as well as to organize the Meeting 
in a predictable way allowing equal means for shareholders to 
participate while also ensuring compliance with the current restrictions 
set by the authorities. 
 
   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 is not considered as participation or any kind of 
exercise of shareholder rights in the Meeting. 
 
   A. Matters on the agenda of the Annual General Meeting 
 
   At the Annual General Meeting, the following matters will be considered: 
 
   1. Opening of the Meeting 
 
   2. Matters of order for the Meeting 
 
   The Chair of the Meeting will be Seppo Kymäläinen, 
attorney-at-law. 
 
   In case Seppo Kymäläinen would not be able to act as the Chair 
of the Meeting for a weighty reason, the Board of Directors will name 
another person it deems most suitable to act as the Chair of the 
Meeting. 
 
   3. Election of a person to confirm the minutes and a person to verify 
the counting of votes 
 
   The person to confirm the minutes and to verify the counting of votes 
will be Ulla Nyberg, the Company's Senior Legal Counsel. 
 
   In case Ulla Nyberg would not be able to act as the person to confirm 
the minutes and to verify the counting of votes for a weighty reason, 
the Board of Directors will name another person it deems most suitable 
to act in that role. 
 
   4. Recording the legal convening of the Meeting and quorum 
 
   5. Recording the attendance at the Meeting and adoption of the list of 
votes 
 
   The shareholders who have voted in advance and who have the right to 
participate in the Meeting pursuant to Chapter 5 Sections 6 and 6a of 
the Finnish Limited Liability Companies Act will be recorded to have 
attended the Meeting. The list of votes will be adopted according to the 
information provided by Euroclear Finland Oy. 
 
   6. Presentation of the Annual Accounts, the review by the Board of 
Directors and the auditor's report for the financial year 2020 
 
   As participation in the Meeting is possible only in advance, 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 is deemed 
to have been presented to the Meeting once it is published in week 9 of 
2021, after which it is available on the Company's website 
www.nokia.com/agm. 
 
   7. Adoption of the Annual Accounts 
 
   The Board of Directors proposes that the Annual General Meeting adopt 
the Annual Accounts. 
 
   8. Resolution on the use of the profit shown on the balance sheet 
 
   Both Nokia Corporation and the Nokia Group reported a loss for the 
financial year 2020. While Nokia has strengthened its cash position, the 
Board of Directors continues to focus on ensuring Nokia's ability to 
increase investments in 5G and strategic areas, while continuing to 
establish a track record of sustainable cash generation. 
 
   Therefore, the Board of Directors proposes to the Meeting that no 
dividend be paid based on the balance sheet to be adopted for the 
financial year ended on December 31, 2020. 
 
   9. Resolution on the discharge of the members of the Board of Directors 
and the President and CEO from liability for the financial year 2020 
 
   10. Addressing the Remuneration Report 
 
   As participation in the Meeting is possible only in advance, the 
Remuneration Report is deemed to have been presented to the Meeting once 
it has been published by a stock exchange release in week 9 of 2021, 
after which it is available on the Company's website www.nokia.com/agm. 
The resolution to adopt the Remuneration Report is advisory. 
 
   11. Resolution on the remuneration to the members of the Board of 
Directors 
 
   The Board's Corporate Governance and Nomination Committee has made a 
recommendation to the Board to introduce additional annual fees to be 
paid to the members of the Personnel Committee and Technology Committee 
in addition to the Committee Chairs. 
 
   Other remuneration payable to the Board members would remain unchanged 
and no additional annual fee payable to the Committee members is 
proposed to be paid to the members of the Corporate Governance and 
Nomination Committee or the Chair of the Board for her service in any of 
the Board Committees. 
 
   Consequently, on the recommendation of the Board's Corporate Governance 
and Nomination Committee, and in line with the Company's Remuneration 
Policy presented to and adopted by the Annual General Meeting 2020, the 
Board of Directors proposes to the Annual General Meeting that the 
annual fees payable for a term ending at the close of the next Annual 
General Meeting be as follows: 
 
 
   -- EUR 440 000 for the Chair of the Board; 
 
   -- EUR 185 000 for the Vice Chair of the Board; 
 
   -- EUR 160 000 for each member of the Board; 
 
   -- EUR 30 000 each for the Chairs of the Audit Committee and Personnel 
      Committee and EUR 20 000 for the Chair of the Technology Committee as an 
      additional annual fee; and 
 
   -- EUR 15 000 for each member of the Audit Committee and Personnel Committee 
      and EUR 10 000 for each member of the Technology Committee as an 
      additional annual fee. 
 
 
   In addition, the Board proposes that the meeting fees for Board and 
Board Committee meetings payable to all the other Board members, except 
for the Chair of the Board, remain at current level. These meeting fees 
based on travel required between the Board member's home location and 
the location of a meeting would be paid for a maximum of seven meetings 
per term as follows: 
 
 
   -- EUR 5 000 per meeting requiring intercontinental travel; and 
 
   -- EUR 2 000 per meeting requiring continental travel. 
 
 
   Only one meeting fee would be payable in the usual case of multiple 
Board and Board Committee meetings per eligible travel. 
 
   Furthermore, the Board also proposes that members of the Board of 
Directors shall be compensated for travel and accommodation expenses as 
well as other costs directly related to Board and Board Committee work. 
 
   It is proposed that approximately 40 per cent of the annual fee be paid 
in Nokia shares purchased from the market, or alternatively by using 
treasury shares held by the Company. The meeting fee, travel expenses 
and other expenses would be paid in cash. 
 
   12. Resolution on the number of members of the Board of Directors 
 
   On the recommendation of the Board's Corporate Governance and Nomination 
Committee, the Board proposes to the Annual General Meeting that the 
number of Board members be eight (8). 
 
   13. Election of members of the Board of Directors 
 
   Elizabeth Nelson has informed that she will no longer be available to 
serve on the Nokia Board of Directors after the Annual General Meeting. 
The Board proposes, on the recommendation of the Board's Corporate 
Governance and Nomination Committee, that the following eight current 
Board members be re-elected as members of the Nokia Board of Directors 
for a term ending at the close of the next Annual General Meeting: Sari 
Baldauf, Bruce Brown, Thomas Dannenfeldt, Jeanette Horan, Edward Kozel, 
Søren Skou, Carla Smits-Nusteling, and Kari Stadigh. 
 
   All candidates for the Board of Directors and evaluation on their 
independence are presented on the Company's website www.nokia.com/agm. 
 
   14. Resolution on the remuneration of the Auditor 
 
   On the recommendation of the Board's Audit Committee, the Board of 
Directors proposes to the Meeting that the auditor to be elected for the 
financial year 2022 be reimbursed based on the invoice of the auditor 
and in compliance with the purchase policy approved by the Audit 
Committee. 
 
   15. Election of Auditor for the financial year 2022 
 
   Since 2019 the Board of Directors has proposed to the Annual General 
Meeting that the shareholders would elect the auditor for the financial 
year commencing next after the election. Therefore, on the 
recommendation of the Board's Audit Committee, the Board of Directors 
proposes to the Meeting that Deloitte Oy be re-elected as the auditor of 
the Company for the financial year 2022. 
 
   Deloitte Oy has informed the Company that in the event it is re-elected 
as the auditor, the auditor in charge will be Authorized Public 
Accountant Marika Nevalainen. 
 
   16. Authorization to the Board of Directors to resolve to repurchase the 
Company's own shares

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03-04-21 0515ET