Board Proposals

Nokia Corporation
1 February 2000


PROPOSAL BY THE BOARD OF DIRECTORS
TO AMEND THE ARTICLES OF ASSOCIATION

1
Split of the nominal value of the share

The market value of the Company's shares is presently considered
excessive for the effective function of the market. A split of the
nominal value is to increase the liquidity of the share and,
therefore, to support a stable development of the market value of
the share.

The Board of Directors proposes that the nominal value of the
share be split on a four-for-one basis and amended to 6 cents, and
that Section 2 of the Articles of Association be amended
correspondingly.


2
Reduction of the number of auditors to one ordinary auditor

According to established international practices, companies tend
to have only one auditor being an audit firm. Also the Finnish
Companies Act allows a public company to have only one ordinary
auditor provided that it is approved of by the Finnish Central
Chamber of Commerce. Once an ordinary auditor is an audit firm,
there is no need to elect a deputy auditor. To clarify
responsibilities of the auditors it is appropriate to determine
the term of the auditor as the fiscal year.

The Board of Directors proposes that pursuant to the Articles of
Association the Company shall have one ordinary auditor, which is
an audit firm approved of by the Finnish Central Chamber of
Commerce, that the term of the auditor is the fiscal year, and
that Sections 7 and 12 of the Articles of Association be amended
correspondingly.

Espoo, February 1, 2000

The Board of Directors


PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORIZE
THE BOARD OF DIRECTORS TO RESOLVE ON INCREASE OF THE SHARE CAPITAL

In the Annual General Meeting held on March 17, 1999 the
shareholders authorized the Board of Directors to resolve on
increase of the share capital by a maximum of 120 million new
shares each with a nominal value of 24 cents to be used in
financing of business acquisitions or other arrangements. During
1999 the share capital was increased on the basis of the
authorization by 529,530 shares in connection with the acquisition
of Rooftop Communications Corporation.

The Board of Directors anticipates that also during the current
financial period the Nokia Group will develop and expand its
business activities by acquiring ownership of businesses or parts
thereof or by engaging in co-operation arrangements. The continued
strong interest in the Nokia share, the favorable development on
the stock market or conditions set by contracting parties continue
to provide opportunities and more and more commonly to create
needs to finance a business acquisition or another arrangement,
partly or in total, with Nokia shares. A continuous authorization
offers Nokia flexibility in financing and other arrangements.

Therefore, the Board of Directors proposes to the Annual General
Meeting that the shareholders authorize the Board of Directors to
resolve to increase the share capital of the Company by a maximum
of 28,800,000 euros in one or more issues. A maximum of
480,000,000 new shares each with a nominal value of 6 cents would
be offered for subscription at a price and on terms determined by
the Board of Directors. The proposed amount corresponds to
approximately 10.3 per cent of the current registered share
capital and the total amount of votes. It is also proposed that
the Board of Directors be authorized to decide on the bases for
determining the subscription price.

The Board of Directors proposes to be also authorized to deviate
from the shareholders' pre-emptive rights to the share
subscription, provided that from the Company's perspective
important financial grounds exist such as financing of a business
acquisition or another arrangement. The Board of Directors is
entitled to decide on persons entitled to subscription. However,
the decision to increase the share capital may not be made to the
benefit of the persons referred to in the Companies Act, Chapter
1, Section 4, Paragraph 1. It is proposed that the Board of
Directors be authorized to decide that a share subscription may be
made in kind or otherwise on certain terms.

It is proposed that the authorization is effective for a period of
one year as of the resolution of the Annual General Meeting, i.e.
until March 22, 2001.

Espoo, February 1, 2000

The Board of Directors


PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORIZE
THE BOARD OF DIRECTORS TO RESOLVE TO REPURCHASE NOKIA SHARES

In the Extraordinary General Meeting held on December 13, 1999 the
shareholders authorized the Board of Directors until December 13,
2000 to resolve to repurchase the maximum of 56 million Nokia
shares each with a nominal value of 24 cents to be used to further
develop the capital structure of the Company, to finance business
acquisitions or other arrangements, to be disposed in other ways,
or to be cancelled. A continuous authorization offers Nokia
flexibility in financing and other arrangements.

Therefore, the Board of Directors proposes that the Annual General
Meeting repeal the authorization to repurchase Nokia shares given
by the Extraordinary General Meeting and replaces it by an
authorization to resolve to repurchase Nokia shares by using funds
available for distribution of profits as follows. The shares could
be repurchased under the proposed authorization in order to
further develop the capital structure of the Company, to finance
business acquisitions or other arrangements, to be disposed in
other ways, or to be cancelled.

The authorization is proposed to concern the maximum of
224,000,000 shares each with a nominal value of 6 cents
corresponding to less than 5 % of the total number of shares
issued by the Company. The authorization is proposed to concern
repurchases of Nokia shares as resolved by the Board either

a) through a tender offer made to all the shareholders with equal
terms determined by the Board of Directors, in relation to the
holdings of the shareholders, and for an equal price determined by
the Board of Directors; or

b) in public trading through exchanges the rules of which entitle
companies to trade with their own shares. In this case the shares
would be repurchased at the market price publicly quoted at the
time of the repurchase and in another proportion than that of the
shareholdings of the current shareholders. The repurchase price
would be paid to the sellers of the shares within the time period
determined by the rules of the respective exchange and other
applicable regulations such as, e.g. the Rules of the Finnish
Central Securities Depository Ltd.

Repurchases will reduce the Company's distributable retained
earnings.

As the maximum number of shares to be repurchased pursuant to the
proposed authorization is less than 5 % of the total number of
shares and the total voting rights, the repurchase would have no
significant effect on the division of the holdings of the other
shareholders of the Company or of the voting powers among them.

The aggregate amount of shares held on January 24, 2000 by the
persons belonging to the category referred to in the Companies
Act, Chapter 1, Section 4, Paragraph 1, together with the shares
they are entitled to subscribe for on the basis of existing stock
options, corresponds to approximately 1.1 % of the share capital
of the Company and the total voting rights. If the holdings of
these persons remain unchanged during the authorization and the
Company repurchases the maximum number of the authorization, the
corresponding figures would after the repurchase be approximately
1.1 % of the share capital and approximately 1.2 % of all the
voting rights.

It is proposed that the authorization expire on March 22, 2001 or
on any earlier date on which the Board of Directors specifically
and irrevocably resolves that it will not repurchase any further
shares under the authorization.

Espoo, February 1, 2000

The Board of Directors


PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORIZE THE BOARD OF
DIRECTORS TO RESOLVE ON DISPOSAL OF NOKIA SHARES HELD BY THE
COMPANY

In the Extraordinary General Meeting held on December 13, 1999 the
shareholders authorized the Board of Directors until December 13,
2000 to resolve on disposal of the maximum of 56 million Nokia
shares each with the nominal value of 24 cents.

A continuous authorization offers Nokia flexibility in financing
and other arrangements.

The Board of Directors proposes to the Annual General Meeting that
the shareholders repeal the authorization to dispose of Nokia
shares given by the Extraordinary General Meeting and replaces it
by an authorization to resolve on disposal of Nokia shares as
follows. The number of shares subject to the authorization is the
maximum of 224,000,000 Nokia shares each with a nominal value of 6
cents corresponding to less than 5 % of the total number of shares
and the voting rights related thereto.

The authorization is proposed to include the right to resolve to
whom and in which order the shares are disposed as well as the
right to resolve to dispose the shares in another proportion than
that of the shareholders' pre-emptive rights to acquire the
Company's shares provided that from the Company's perspective
important financial grounds exist. The authorization is not
proposed to include disposal of shares to the benefit of persons
belonging to the category referred to in the Companies Act,
Chapter 1, Section 4, Paragraph 1. The shares may be disposed in
one or several occasions.

The shares may be disposed as consideration in connection with
business acquisitions or other arrangements in ways, on terms and
to the extent determined by the Board of Directors. Business
acquisitions or other arrangements may be regarded from the
Company's perspective as important financial grounds to deviate
from the shareholders' pre-emptive rights to acquire the Company's
shares. It is also proposed that the shares may otherwise be
disposed in public trading through exchanges the rules of which
entitle companies to trade with their own shares.

The authorization is proposed to concern disposal of shares at the
market value at the time of disposal determined in public trading.
The resolution is also proposed to concern an authorization to
decide on disposal of Nokia shares for a payment in kind.

It is proposed that the authorization is effective for a period of
one year as of the resolution of the Annual General Meeting, i.e.
until March 22, 2001.

Espoo, February 1, 2000

The Board of Directors