REG-Resolutions of Nokia Corporation’s Annual General Meeting and Board of Directors’ Assembly Meeting

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Nokia Corporation
Stock Exchange Release
9 April 2026 at 16:45 EEST

Resolutions of Nokia Corporation’s Annual General Meeting and Board of
Directors’ Assembly Meeting

Espoo, Finland – The Annual General Meeting (AGM) of Nokia Corporation took
place today 9 April 2026 in Helsinki, Finland. The AGM approved all the
proposals of the Board of Directors to the AGM.

The AGM adopted the Company’s financial statements, discharged the members
of the Board and the President and Chief Executive Officer from liability for
the financial year 2025 and approved the Company’s Remuneration Report. In
addition, the AGM adopted the following resolutions.

Authorization to the Board to resolve on the asset distribution 
The AGM decided that no dividend is distributed by a resolution of the Annual
General Meeting and authorized the Board to resolve 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 is valid until the opening of the next Annual General
Meeting. The Board will resolve separately 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 confirming the relevant record and payment dates.

Preliminary record dates    Preliminary payment dates

 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 installment 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.

Composition of the Board of Directors, Board committees and Board remuneration
The AGM resolved to elect ten members to the Board. The following nine members
of the Board were re-elected for the term ending at 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, the AGM resolved to elect Meredith
Whittaker as a new member of the Board of Directors for the same term of
office.

In an assembly meeting that took place after the AGM, the Board of Directors
of Nokia Corporation elected Timo Ihamuotila as Chair and Thomas Saueressig as
Vice Chair of the Board.

The Board also elected the following members to the Board Committees:
* Pernille Erenbjerg was elected as Chair and Thomas Dannenfeldt, Lisa Hook
and Mike McNamara as members of the Audit Committee. 
* Thomas Saueressig was elected as Chair and Pernille Erenbjerg, Lisa Hook and
Timo Ihamuotila as members of the Corporate Governance and Nomination
Committee. 
* Thomas Dannenfeldt was elected as Chair and Timo Ahopelto, Elizabeth Crain
and Timo Ihamuotila as members of the Personnel Committee. 
* Kai Öistämö was elected as Chair and Timo Ahopelto, Mike McNamara and
Meredith Whittaker as members of the Technology Committee. 
* Elizabeth Crain was elected as Chair and Pernille Erenbjerg, Lisa Hook and
Kai Öistämö as members of the Strategy Committee.
The AGM resolved that the annual fees to be paid to the members of the Board
for the term ending at the close of the next Annual General Meeting are as
follows:
* EUR 440 000 for the Chair of the Board; 
* EUR 210 000 for the Vice Chair of the Board;  
* EUR 185 000 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 each 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 Personnel Committee
and EUR 10 000 for each member of the Technology Committee and Strategy
Committee as an additional annual fee. 
The AGM resolved that approximately 40% of the annual fee will be paid in
Nokia shares. The rest of the annual fee would be paid in cash to cover taxes
arising from the remuneration. The members of the Board 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. If
the term of a Board member terminates before the Annual General Meeting of
2027, the Board has a right to decide upon potential reclaim of the annual
fees as it deems appropriate.

The AGM also resolved to pay a meeting fee of EUR 5 000 per meeting requiring
intercontinental travel and EUR 2 000 per meeting requiring intracontinental
travel for Board and Committee meetings to all Board members. The AGM also
resolved that the members of the Board of Directors shall be compensated for
travel and accommodation expenses as well as other costs directly related to
Board and Committee work.

Auditor and Sustainability Reporting Assurer
The AGM re-elected Deloitte Oy as the auditor for Nokia for the financial year
2027. In addition, the AGM re-elected Deloitte Oy as the sustainability
reporting assurer for Nokia Corporation for the financial year 2027. Deloitte
Oy has informed the Company that the key audit partner and key sustainability
partner will be Authorized Public Accountant (KHT) and Authorized
Sustainability Auditor (KRT) Jukka Vattulainen.

The AGM resolved, in accordance with the Board proposal, that the auditor and
the sustainability reporting assurer elected for 2027 be reimbursed based on
the purchase policy approved by the Board’s Audit Committee and the invoices
approved by the Company

Authorizations to resolve on the repurchase of the Company’s own shares and
on the issuance of shares and special rights entitling to shares 
The AGM authorized the Board to resolve to repurchase a maximum of 550 million
Nokia shares by using funds in the unrestricted equity. Shares may be
repurchased to be cancelled, held to be reissued, transferred further or for
other purposes resolved by the Board. The shares may be repurchased otherwise
than in proportion to the shares held by the shareholders. The authorization
is effective until 8 October 2027 and it terminated the corresponding
repurchase authorization 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 the respective authorization.

The AGM authorized the Board to resolve to issue a maximum of 550 million
shares through issuance of shares or special rights entitling to shares under
Chapter 10, Section 1 of the Finnish Companies Act in one or more issues. The
authorization may be used to develop the Company’s capital structure,
diversify the shareholder base, finance or carry out acquisitions or other
arrangements, settle the Company’s equity-based incentive plans, or for
other purposes resolved by the Board. Under the authorization, the Board may
issue new shares or treasury shares held by the Company. The authorization
includes the right for the Board to resolve on all the terms and conditions of
the issuance of shares and special rights entitling to shares, including
issuance of shares or special rights in deviation from the shareholders’
pre-emptive rights within the limits set by law. The authorization is
effective until 8 October 2027 and it terminated the corresponding
authorization granted by 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.

Minutes of the Annual General Meeting 
The minutes of the AGM will be available on the Company’s website latest on
23 April 2026.

About Nokia

Nokia is a global leader in connectivity for the AI era. With expertise across
fixed, mobile, and transport networks, we're advancing connectivity to secure
a brighter world.

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