Notice of the Annual General Meeting of Nokia Corporation

Nokia Corporation
Stock Exchange Release
April 21, 2016 at 15.45 (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, June 16, 2016 at 2:00 p.m. at Helsinki Messukeskus, Messuaukio 1, Helsinki, Finland. The reception of persons who have registered for the Meeting will commence at 12:30 p.m.

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

3.    Election of the persons to confirm the minutes and to verify the counting of votes

4.    Recording the legal convening of the Meeting and quorum

5.    Recording the attendance at the Meeting and adoption of the list of votes

6.    Presentation of the Annual Accounts, the review by the Board of Directors and the auditor's report for the year 2015

• Review by the President and CEO

7.    Adoption of the Annual Accounts

8.    Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board proposes to the Annual General Meeting that an ordinary dividend of EUR 0.16 per share be paid for the fiscal year 2015. In addition the Board proposes that in line with the capital structure optimization program decided by the Board a special dividend of EUR 0.10 per share be paid. The aggregate dividend would be paid to shareholders registered in the Register of Shareholders of the Company on the record date of the dividend payment, June 20, 2016. The Board proposes that the dividend will be paid on or about July 5, 2016.

9.    Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10.  Resolution on the remuneration to the members of the Board of Directors

The Board's Corporate Governance and Nomination Committee proposes to the Annual General Meeting that the annual fee payable to the Board members elected at the same meeting for a term ending at the Annual General Meeting in 2017 be increased to the following levels: EUR 185 000 for the Vice Chair of the Board, EUR 160 000 for each Board member, EUR 30 000 for the Chair of the Audit Committee and the Chair of the Personnel Committee as an additional annual fee and EUR 15 000 for each member of the Audit Committee as an additional annual fee. No increase is proposed to the EUR 440 000 annual fee of the Chair of the Board. In addition, the Committee proposes that a meeting fee for Board and Committee meetings be paid to all the other Board members except the Chair of the Board based on travel required between the Board member's home location and the location of a meeting. The meeting fee would be paid for a maximum of seven meetings per term and be paid as follows: EUR 5 000 per meeting requiring intercontinental travel and EUR 2 000 per meeting requiring continental travel. The Corporate Governance and Nomination Committee proposes 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 would be paid in cash. In line with the current Nokia policy, the directors shall retain until the end of their directorship such number of shares that corresponds to the number of shares they have received as Board remuneration during their first three years of service in the Board (the net amount received after deducting those shares needed to offset any costs relating to the acquisition of the shares, including taxes).