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 27, 2003 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.

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

2. Proposal by the Board of Directors to grant stock options to key persons of Nokia

   The Board of Directors proposes that as a part of Nokia?s incentive program the key persons of Nokia Group and a fully owned subsidiary of Nokia Corporation be granted a maximum of 94 600 000 stock options, which entitle to subscribe for a maximum of 94 600 000 new Nokia shares with a par value of 6 cents each.

   Each stock option entitles to subscribe for one Nokia share with a par value of 6 cents. The share subscription prices will regu-larly be determined based on calendar quarters and subject to the resolution by the Board based on calendar months according to which the stock options will also be divided into subcategories.

   The share subscription price for a stock option subcategory is the trade volume weighted average price of the Nokia share on the Helsinki Exchanges during the first whole week of a second month of such quarter according to which the stock option has been nominated (i.e. February, May, August or November) and, for the monthly priced stock options, the first whole week of such month according to which the stock option has been nominated.

   Share subscription period will commence no earlier than July 1, 2004, and terminate no later than December 31, 2009 in accor-dance with the Board's resolution to be made at a later time.

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 57 000 000 by issuing new shares, stock options or convertible bonds in one or more is-sues. As a result of share issuance, subscription of shares pursuant to stock options and conversion of convertible bonds into shares an aggregate maximum of 950 000 000 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 re-sult 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 an-other arrangement, as well as granting incentives to key persons. 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 for a period of one year until March 27, 2004.

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 225 000 000 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 cur-rent shareholders. The Company may enter into derivative, share lending or other arrangements provided by law, whereby the repurchase price is based on the market price of 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 key persons 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 for a period of one year until March 27, 2004.

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 225 000 000 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 au-thorization 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, as well as granting incentives to key persons. The shares may also be disposed through public trading through exchanges the rules of which entitle companies to trade in their own shares.

   The authorization is proposed to be effective for a period of one year until March 27, 2004.

6. Dividend

   The Board of Directors has decided to propose to the Annual General Meeting a dividend for the fiscal year 2002 of EUR 0.28 per share. The dividend will be paid to shareholders registered in the Register of Shareholders held by Finnish Central Securities Depository Ltd on the record date, April 1, 2003. The Board proposes that the dividend be paid on or about April 16, 2003.

7. Composition of the Board of Directors

   Nomination Committee of the Board will propose to the Annual General Meeting that the number of Board members be nine and that all the present Board members - Paul J. Collins, Georg Ehrnrooth, Bengt Holmström, Per Karlsson, Jorma Ollila, Robert F.W. van Oordt, Marjorie Scardino, Vesa Vainio and Arne Wessberg - be re-elected until the closing of the following Annual Gen-eral Meeting.

8. 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 Com-mittee of the Board has evaluated the performance and the independence of the current auditor of Nokia, Pricewaterhouse-Coopers Oy, for the fiscal year 2002. The Audit Committee recommends the re-election of PricewaterhouseCoopers Oy for the fiscal year 2003.

Annual Accounts 2002 and the proposals by the Board of Directors

Nokia Annual Accounts 2002 and the proposals by the Board mentioned in paragraphs 2 to 5 above are available at Nokia's Internet pages at www.nokia.com/agm as of February 10, 2003, 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 20, 2003. The copies of the docu-ments will be sent to shareholders upon request, and they are also available at the Meeting.

Right to Attend and 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 Sharholders of Nokia, held by Finnish Central Securities Depository Ltd, on Monday, March 17, 2003; 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 21, 2003.