Notice of Annual General Meeting

Notice is given to the shareholders of Nokia Corporation (the "Company") of the Annual General Meeting to be held on Thursday, March 25, 2004 at 3:00 p.m. at Hartwall Areena, Veturitie 13, Helsinki, Finland. Registration of the persons who have given a prior notice to attend will commence at 1:30 p.m.

The following matters will be on the agenda of the Meeting:

  1. The matters specified in Article 12 of the Articles of Association

  2. Proposal by the Board of Directors to reduce the share capital

    The Board of Directors proposes that the share capital be reduced by a minimum of EUR 5 668 710 and a maximum of EUR 8 760 000 through cancellation of a minimum of 94 478 500 and a maximum of 146 000 000 Nokia shares held by the Company prior to the Annual General Meeting.

    The Board proposes that the share capital be reduced by transfer of the aggregate par value of the shares to be cancelled from the share capital to the share premium capital. As a result of the reduction, the shareholders' equity of the Company will not be reduced.

    The cancellation concerns solely Nokia shares held by the Company and will have no effect on the relative holdings of the other shareholders of the Company and on the voting powers among them.

  3. Proposal by the Board of Directors to authorize the Board of Directors to resolve to increase the share capital

    The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve to increase the share capital of the Company with a maximum of EUR 55 500 000 by issuing new shares, stock options or convertible bonds in one or more issues. As a result of share issuance, subscription of shares pursuant to stock options and conversion of convertible bonds into shares an aggregate maximum of 925 000 000 new shares, each with a par value of 6 cents, may be issued, at a subscription price and on the terms and conditions as decided by the Board. Of this amount a maximum of EUR 3 000 000 may result from incentive plans.

    The Board proposes that it be authorized to disapply the shareholders' pre-emptive rights to the Company's shares provided that from the Company's perspective important financial grounds exist such as financing or carrying out of an acquisition or another arrangement, or granting incentives to selected members of the personnel. It is proposed that the Board be authorized to determine that a share subscription may be made in kind or otherwise on certain terms.

    The authorization is proposed to be effective as of March 28, 2004 until March 25, 2005.

  4. Proposal by the Board of Directors to authorize the Board of Directors to resolve to repurchase Nokia shares

    The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve to repurchase a maximum of 230 000 000 Nokia shares with a par value of 6 cents, by using funds available for distribution of profits.

    The shares can be repurchased either

    a) through a tender offer made to all the shareholders on equal terms and for an equal price determined by the Board;or

    b) through public trading in which case the shares will be repurchased in another proportion than that of holdings of the current shareholders. The Company may enter into derivative, share lending or other arrangements within applicable regulatory limits, whereby the repurchase price is based on the market price of the Nokia share in public trading.

    The shares may be repurchased in order to develop the capital structure of the Company, to finance or carry out acquisitions or other arrangements, to grant incentives to selected members of the personnel or in connection with these, to be transferred in other ways, or to be cancelled. Repurchases will reduce the Company's distributable retained earnings.

    The authorization is proposed to be effective as of March 28, 2004 until March 25, 2005.

  5. Proposal by the Board of Directors to authorize the Board of Directors to resolve to dispose Nokia shares held by the Company

    The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve to dispose a maximum of 230 000 000 Nokia shares with a par value of 6 cents.

    The authorization includes that the Board has the right to resolve to whom, under which terms and conditions and how many shares are disposed. The shares may be disposed at a price determined by the Board, also for consideration in kind. The authorization also allows the Board to resolve to dispose the shares in another proportion than that of the shareholders' pre-emptive rights to the Company's shares, provided that from the Company's perspective important financial grounds exist such as financing or carrying out acquisitions or other arrangements, or granting incentives to selected members of the personnel. The shares may also be disposed through public trading on the exchanges the rules of which allow companies to trade in their own shares.

    The authorization is proposed to be effective as of March 28, 2004 until March 25, 2005.

  6. Proposal by the Board of Directors to increase the capital of The Foundation of Nokia Corporation by EUR 5 000 000 to be used for the purpose of the Foundation to support the scientific development of the information and telecommunications technologies and to promote education in the sector

  7. Dividend

    The Board of Directors has decided to propose to the Annual General Meeting a dividend for the fiscal year 2003 of EUR 0.30 per share. The dividend will be paid to shareholders registered in the Register of Shareholders held by Finnish Central Securities Depositary Ltd on the record date, March 30, 2004. The Board proposes that the dividend be paid on or about April 16, 2004.

  8. Composition of the Board of Directors

    The Board member, Drs. Robert van Oordt, has reached the Nokia Board's retirement age of 68 years, and therefore will not stand for re-election to the Board. The Corporate Governance and Nomination Committee of the Board will propose to the Annual General Meeting that the number of Board members be nine and that the present Board members - Paul J. Collins, Georg Ehrnrooth, Bengt Holmström, Per Karlsson, Jorma Ollila, Marjorie Scardino, Vesa Vainio and Arne Wessberg - be re-elected until the closing of the following Annual General Meeting. Moreover, the Committee proposes that John L. Thornton be elected as a new member of the Board for the same one-year term. Thornton is Professor and Director of Global Leadership at Tsinghua University of Beijing.

Election of the Auditor

The external Auditor is elected by the shareholders at the Annual General Meeting for one fiscal year at a time. The Audit Committee of the Board has evaluated the performance and the independence of the current auditor of Nokia, PricewaterhouseCoopers Oy, for the fiscal year 2003. The Audit Committee recommends the re-election of PricewaterhouseCoopers Oy for the fiscal year 2004.

Annual Accounts 2003 and the proposals by the Board of Directors

Nokia Annual Accounts 2003 and the proposals by the Board mentioned in paragraphs 2 to 6 above are available at Nokia's Internet pages at www.nokia.com/agm as of February 10, 2004, at the latest. Paper copies of these documents with enclosures are on display at the Head Office of the Company at Nokia House, Keilalahdentie 4, Espoo, Finland, as of March 18, 2004. The copies of the documents will be sent to shareholders upon request, and they are also available at the Meeting.

Right to Attend and to Vote at the Meeting

In order to attend and have a right to vote at the Meeting,
1) a shareholder must be registered in the Register of Shareholders of Nokia, held by Finnish Central Securities Depositary Ltd., on Monday, March 15, 2004; and;
2) a shareholder must give a prior notice to attend the Meeting to Nokia by 4:00 p.m. (Finnish time) on Friday, March 19, 2004.

Registration in the Register of Shareholders

In order to attend the Meeting, shareholders who hold their shares under a name of a nominee must contact their bank, broker or other custodian to be temporarily recorded in the Register of Shareholders. The recording must be made effective on March 15, 2004, at the latest.

Prior Notice to Attend

A prior notice to attend the Meeting may be given either
a) through Nokia's Internet pages at www.nokia.com/agm (available only for directly registered shareholders);
b) by letter to the Registry of Shareholders, Nokia Corporation, P.O.Box 226, FIN-00045 NOKIA GROUP;
c) by telefax to +358 7180 38984; or
d) by telephone to +358 7180 34700 from Monday to Friday at 10:00 a.m. - 4:00 p.m. (Finnish time).

The notice should arrive at the Company by 4:00 p.m. (Finnish time) on Friday, March 19, 2004.

Advance Delivery of Proxies

Possible proxies for representing a shareholder at the Meeting shall arrive to the Registry of Shareholders of the Company on Friday, March 19, 2004, at 4:00 p.m. (Finnish time) at the latest.

Espoo, January 22, 2004

BOARD OF DIRECTORS