Proposals of the Board of Directors to Nokia Corporation's Annual General Meeting 2022

Proposals of the Board of Directors to Nokia Corporation's Annual General Meeting 2022

Nokia Corporation

Stock Exchange Release

3 February 2022 at 8:30 EET

Proposals of the Board of Directors to Nokia Corporation's Annual General Meeting 2022

Nokia Corporation's Annual General Meeting will be held on 5 April 2022 at 15:00 EEST at the Company's headquarters, Karakaari 7, Espoo, Finland, under extraordinary measures pursuant to the temporary legislation, which entered into force on 8 May 2021 to prevent the spread of the COVID-19 pandemic.

Participation and exercise of shareholder rights in the Meeting will be possible only by voting in advance and by submitting counterproposals and asking questions in advance. It is not possible for the shareholders or their proxy representatives to participate at the meeting venue in person, but the event including the confirmation of the vote result as well as speeches from the Chair of the Board and the President and CEO can be followed through a web stream.

The Board submits the following proposals to the Annual General Meeting. Complete proposals are available as of today on www.nokia.com/agm. The notice of the Annual General Meeting with more detailed information on the participation and voting will be published separately at a later date on the company's website and by a stock exchange release.

Authorization of the Board of Directors to decide on the distribution of dividend and repayment of equity

The Board proposes to the Annual General Meeting to be authorized to decide in its discretion on the distribution of an aggregate maximum of EUR 0.08 per share as dividend and/or as assets from the invested unrestricted equity fund.

The authorization will be used to distribute dividend and/or equity repayment in four instalments during the period of validity of the authorization unless the Board of Directors decides otherwise for a justified reason. The proposed total authorization for dividend and/or equity repayment is in line with the Company's dividend policy. The authorization would be valid until the opening of the next Annual General Meeting.

The Board would make separate resolutions on the amount and timing of each distribution of the dividend and/or equity repayment so that the preliminary record and payment dates for the dividend and/or equity repayment will be as set out below. Nokia shall make separate announcement of each such Board resolution.

Preliminary record date Preliminary payment date

3 May 2022 12 May 2022

26 July 2022 4 August 2022

25 October 2022 3 November 2022

7 February 2023 16 February 2023

The dividend and/or equity repayment based on the resolution of the Board of Directors will be paid to a shareholder registered in the Company's shareholders' register maintained by Euroclear Finland Ltd on the record date of the dividend and/or equity repayment.

Board composition and remuneration

Kari Stadigh, the Vice Chair of the Board, has informed that he 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 number of Board members be ten (10) and that the following 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, S ren Skou and Carla Smits-Nusteling.

In addition, the Committee proposes that Lisa Hook, former President and Chief Executive Officer of Neustar, Inc., Thomas Saueressig, member of the Executive Board of SAP SE and Global Head of SAP Product Engineering, and Kai ist m , President and Chief Executive Officer of Vaisala Corporation, be elected as new members of the Board of Directors for a term until the close of the next Annual General Meeting.

Resumes of the Board candidates are presented in the Board's proposal available on www.nokia.com/agm.

The Corporate Governance and Nomination Committee will propose in the assembly meeting of the new Board of Directors on 5 April 2022 that Sari Baldauf be re-elected as Chair of the Board and S ren Skou as new Vice Chair of the Board, subject to their election to the Board of Directors.

To ensure the competitiveness of the Board remuneration and reflecting the fee development in Nokia's global peer group, the Corporate Governance and Nomination Committee has resolved to recommend to the Board that the annual fees of Board members, save for the Chair of the Board, would be proposed to be increased with EUR 10 000. Other remuneration payable to the Board members would remain unchanged.

Consequently, on the recommendation of the Board's Corporate Governance and Nomination Committee, and in line with the Company's Remuneration Policy, 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 195 000 for the Vice Chair of the Board;

EUR 170 000 for each member of the Board;

EUR 30 000 each for the Chairs of the Audit Committee and the 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.

The Board proposes that in line with the Company's Corporate Governance Guidelines, approximately 40% of the annual fee be paid in Nokia shares either purchased from the market on behalf of the Board members or alternatively delivered as treasury shares held by the Company as soon as practicable after t

LINK:	https://www.nokia.com/about-us/news/releases/2022/02/03/proposals-of-t...
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