Proposals by the Board of Directors to Nokia Corporation’s Annual General Meeting 2026

Nokia Corporation
Stock Exchange Release
29 January 2026 at 8:15 EET

Proposals by the Board of Directors to Nokia Corporation’s Annual General Meeting 2026

• Nokia announces Board Chair succession: Sari Baldauf to step down; Timo Ihamuotila proposed for election as the new Board Chair
• Meredith Whittaker, President of Signal Technology Foundation, proposed for election as a new Board member
• Proposed that the Board be authorized to distribute an aggregate maximum of EUR 0.14 per share
  

Nokia Corporation’s Annual General Meeting will be held on Thursday 9 April 2026 at 14:00 (EEST) at Finlandia Hall, Helsinki, Finland. The Board submits the following proposals to the Annual General Meeting. Complete proposals are available as of today at www.nokia.ly/agm2026. The notice of the Annual General Meeting with more detailed information on the participation and voting will be published separately in week 6 of 2026 on the Company’s website and by a stock exchange release.

Board composition and remuneration

Sari Baldauf has informed the Board’s Corporate Governance and Nomination Committee that she will no longer be available to serve on the Nokia Board of Directors after the Annual General Meeting. On the recommendation of the Corporate Governance and Nomination Committee, the Board proposes to the Annual General Meeting that the number of Board members be ten (10).

On the recommendation of the Corporate Governance and Nomination Committee, the Board further proposes to the Annual General Meeting that the following current Board members be re-elected as members of the Board of Directors for a term until the close of the next Annual General Meeting: Timo Ahopelto, Elizabeth Crain, Thomas Dannenfeldt, Pernille Erenbjerg, Lisa Hook, Timo Ihamuotila, Mike McNamara, Thomas Saueressig and Kai Öistämö. In addition, it is proposed that Meredith Whittaker, United States citizen, President of Signal Technology Foundation, be elected as a new member of the Board of Directors for a term until the close of the next Annual General Meeting. Resumes of the Board candidates are available as an appendix to the Board’s proposal available as of today at www.nokia.ly/agm2026.

Should any number of the candidates proposed by the Board not be available for election, the proposed number of Board members shall be decreased accordingly, and the remaining available candidates are proposed to be elected in accordance with the proposal by the Board.

The Corporate Governance and Nomination Committee will propose in the assembly meeting of the new Board of Directors after the Annual General Meeting that Timo Ihamuotila be elected as the Chair of the Board and Thomas Saueressig be elected as the Vice Chair, subject to their election to the Board.

On the recommendation of the Corporate Governance and Nomination Committee, the Board proposes to the Annual General Meeting that the annual fees payable to Board members for a term ending at the close of the next Annual General Meeting are kept at the current levels:

• EUR 440 000 for the Chair of the Board;
• EUR 210 000 for the Vice Chair of the Board;
• EUR 185 000 for each other 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 Chairs of the Technology Committee and the Strategy Committee as an additional annual fee; and
• EUR 15 000 for each member of the Audit Committee and the Personnel Committee and EUR 10 000 for each member of the Technology Committee and the Strategy Committee as an additional annual fee.

In line with Nokia’s Corporate Governance Guidelines, the Board proposes that approximately 40% of the annual fee be paid in Nokia shares. The rest of the annual fee would be paid in cash to cover taxes arising from the remuneration. The Directors shall retain until the end of their directorship such number of shares that they have received as Board remuneration during their first three years of service on the Board. In addition, the Board proposes that the meeting fees for Board and Committee meetings remain at their current level. The meeting fees are based on travel required between the Board member’s home location and the location of a meeting and 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 intracontinental travel.

Only one meeting fee is paid if the travel entitling to the fee includes several meetings of the Board and the Committees. Moreover, it is proposed that members of the Board be compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work.

Authorization of the Board of Directors to decide on the distribution of dividend and assets from the reserve for invested unrestricted equity

The Board of Directors proposes to the Annual General Meeting to be authorized to resolve in its discretion on the distribution of an aggregate maximum of EUR 0.14 per share as dividend from the retained earnings and/or as assets from the reserve for invested unrestricted equity.

The authorization would be used to distribute dividend and/or assets from the reserve for invested unrestricted equity in four installments during the period of validity of the authorization unless the Board of Directors decides otherwise for a justified reason. The proposed total authorization for asset distribution 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 assets from the reserve for invested unrestricted equity with the preliminary record and payment dates set out below. The Company shall make a separate announcement of each such Board resolution and, in connection therewith, confirm the record and payment date for such distribution.

Preliminary record date	Preliminary payment date
28 April 2026	7 May 2026
28 July 2026	6 August 2026
27 October 2026	5 November 2026
2 February 2027	9 February 2027

Each distribution 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 Oy on the record date of the payment.

Auditor election and remuneration

On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Deloitte Oy be re-elected as the auditor of the Company for the financial year 2027. The Board also proposes that the auditor elected for the financial year 2027 be reimbursed based on the purchase policy approved by the Audit Committee and the invoice approved by the Company.

Sustainability reporting assurer election and remuneration

On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorized Sustainability Audit Firm Deloitte Oy be re-elected as the sustainability reporting assurer for the financial year 2027. The Board also proposes that the sustainability reporting assurer elected for the financial year 2027 be reimbursed based on the purchase policy approved by the Audit Committee and the invoice approved by the Company.

Authorization to the Board to issue shares and special rights entitling to shares and repurchase 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. Shares and special rights entitling to shares may be issued in deviation from the shareholders’ pre-emptive rights 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. It is proposed that the authorization be effective until 8 October 2027 and terminate the authorization for issuance of shares and special rights entitling to shares resolved at the Annual General Meeting on 29 April 2025 to the extent that the Board has not previously resolved to issue shares or special rights based on such authorization.

The Board also proposes that the Board be authorized to resolve to repurchase a maximum of 550 million shares. The repurchases would reduce distributable funds of the Company. The shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). Shares may be repurchased to be cancelled, held to be reissued, transferred further or for other purposes resolved by the Board. It is proposed that the authorization be effective until 8 October 2027 and terminate the authorization for repurchasing the Company’s shares granted by the Annual General Meeting on 29 April 2025 to the extent that the Board has not previously resolved to repurchase shares based on such authorization. 550 million shares corresponds to less than 10 percent of the Company’s total number of shares. The Board shall resolve on all other matters related to the issuance or repurchase of Nokia shares in accordance with the resolution by the Annual General Meeting.

Other matters to be addressed by the Annual General Meeting

Furthermore, the Annual General Meeting would address adopting the Company’s financial statements for the financial year 2025, granting discharge from liability to the members of the Board of Directors and the persons who have served as President and Chief Executive Officer during the financial year 2025, and adopting the Remuneration Report 2025.

The Remuneration Report for 2025 and the “Nokia in 2025” annual report, which includes the Company’s Annual Accounts, the review by the Board of Directors, the auditor’s report, and the assurance report of the sustainability statement, are expected to be published and available at www.nokia.ly/agm2026 in week 10 of 2026.

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