Nokian Renkaat - Notice to general meeting

Notice to the General Meeting

Nokian Tyres plc Stock Exchange Release 18 March 2016 10:00 a.m.

Notice is given to the shareholders of Nokian Tyres plc to the Annual General
Meeting to be held on Tuesday 12 April 2016 at 4:00 p.m. in Pieni Sali of
Tampere Hall at Yliopistonkatu 55, Tampere, Finland. The reception of persons
who have registered for the meeting, the distribution of voting tickets and
coffee service will begin at 2:00 p.m.

A. MATTERS ON THE AGENDA

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of vote

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the Report of the Board of Directors and
    the Auditors' Report for the year 2015

    - Review by the CEO

7. Adoption of the annual accounts 2015

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board proposes to the Annual General Meeting that a dividend of EUR 1.50 per
share be paid for the period ending on 31 December, 2015.

The dividend shall be paid to shareholders included in the shareholder list
maintained by Euroclear Finland on the record date of 14 April, 2016. The
proposed dividend payment date is 28 April, 2016.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors
proposes that the fees would remain unchanged; that paid to the Chairman of the
Board EUR 6,667 or EUR 80,000 per year, while that paid to Board members is set
at EUR 3,333 EUR 40,000 per year. 50% of the annual fee be paid in cash and 50%
in company shares, such that in the period from April 13 to April 30, 2016, EUR
40,000 worth of Nokian Tyres plc shares will be purchased at the stock exchange
on behalf of the Chairman of the Board and EUR 20,000 worth of shares on behalf
of each Board member.

The company is liable to pay any asset transfer taxes which may arise from the
acquisitions of shares.

For meetings of the Board and its committees, it is proposed that a meeting fee
of EUR 600 be paid to every member who attends a meeting.

It is proposed that Board Member’s travel expenses be compensated in accordance
with the company's travel policy.

11. Resolution on the number of members of the Board of Directors

The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors
proposes to the Annual General Meeting that the Board comprises of seven
members.

12. Election of members of the Board of Directors

The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors
proposes to the Annual General Meeting that five members of the current six
members (Hille Korhonen, Tapio Kuula, Raimo Lind, Inka Mero and Petteri Walldén)
would be re-elected for the one-year term.

New members proposed: Heikki Allonen and Veronica Lindholm

The Board members are independent of the company and any major shareholders of
the company.

Additional information on the proposed Board members is available in the
Investor information section of Nokian Tyres’ website at
http://www.nokiantyres.com/company/investors/corporate-governance/board-of
-directors/

13. Resolution on the remuneration of the auditor

The Board proposes that the auditor’s fees are paid according to auditor’s
invoices approved by Nokian Tyres.

14. Election of auditor

The Board of Directors of Nokian Tyres proposes to the Annual General Meeting
that KPMG Oy Ab, authorised public accountants, be elected as auditor for the
2016 financial year.

15. Authorizing the Board to decide on the repurchase the company’s own shares

The Board proposes that the Annual General Meeting of Shareholders authorize the
Board of Directors to resolve to repurchase a maximum of 5,000,000 shares in the
Company by using funds in the unrestricted shareholders’ equity. The proposed
number of shares corresponds 3.7 per cent of all shares of the Company.

The shares may be repurchased in order to improve the capital structure of the
Company, to carry out acquisitions or other arrangements related to the
Company’s business, to be transferred for other purposes, or to be cancelled,
for the Company’s incentive plans, or if according to the Board of Directors’
comprehension, it is the interest of shareholders.

The price paid for the shares repurchased under the authorization shall be based
on the market price of the Company’s share in public trading. The minimum price
to be paid would be the lowest market price of the share quoted in public
trading during the authorization period and the maximum price the highest market
price quoted during the authorization period.

Company’s own shares can be repurchased otherwise than in proportion to the
shareholdings of the shareholders (directed repurchase).

It is proposed that the authorization be effective until the next Annual General
Meeting of Shareholders, however, at most until 12 October 2017.

16. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING AND ANNUAL REPORT

The proposals of the Board of Directors and its committee relating to the agenda
of the Annual General Meeting as well as this notice are available on Nokian
Tyres plc’s website at www.nokiantyres.com/annualgeneralmeeting2016. The Annual
Report, including the company’s annual accounts, the Report of the Board of
Directors and the Auditor’s Report, is available on the above-mentioned website
no later than 22 March 2016. The Proposals of the Board of Directors and the
annual accounts are also available at the meeting. Copies of these documents and
of this notice will be sent to shareholders upon request. The minutes of the
meeting will be available on the company’s website no later than 26 April, 2016.

Financial Statements and the Board Proposals referred to above, with Appendices,
will be available at the company headquarters at Pirkkalaistie 7, 37100 Nokia,
for one week before the Annual General Meeting.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered no later than 31 March, 2016 in the
shareholders' register of the company held by Euroclear Finland Ltd., has the
right to participate in the Annual General Meeting. A shareholder whose shares
are registered on his/her personal Finnish book-entry account, is registered in
the shareholders’ register of the company.

A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting no later than 7 April, 2016 at 10:00 EET, either in
internet www.nokiantyres.com/annualgeneralmeeting2016, in writing to Nokian
Tyres plc, Annual General Meeting, P.O. Box 20, FI-37101 Nokia, or by phone at
+358 20 770 6892 (from Monday to Friday 9 a.m.- 4 p.m.).

In connection with the registration, a shareholder is asked to notify his/her
name, personal identification number, address, telephone number and the name of
a possible assistant or proxy representative, as well as the personal
identification number of said representative. Registrations must arrive before
the end of the registration period. The personal data given to Nokian Tyres plc
is used in connection with the General Meeting and with the processing of
related registrations.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting.

2. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative shall
produce a dated proxy document or in a reliable manner demonstrate his/her right
to represent the shareholder at the meeting. If a shareholder participates in
the General Meeting by means of several proxy representatives representing the
shareholder with shares on separate securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the meeting.

Possible proxy documents should be delivered as originals to the address Nokian
Tyres plc, Annual General Meeting, P.O. Box 20, FI-37101 Nokia, Finland, before
the last date for registration.

3. Holders of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the general
meeting from his/her custodian bank. The account management organization of the
custodian bank will register the holder of nominee registered shares, who wants
to participate in the Annual General Meeting, to be temporarily entered into the
shareholders’ register of the company no later than 7 April, 2016 at 10:00 EET.
The notification of temporary registration in the company's shareholder register
concerning nominee registered shareholders is considered registration for the
Annual General Meeting.

4. Other information

On the date of this notice to the Annual General Meeting, 18 March, 2016, Nokian
Tyres plc has a total of 134,691,174 shares and votes.

Nokian Tyres plc

Antti-Jussi Tähtinen
Vice President, Marketing and Communications

For further information, contact: Anne Leskelä, Vice President, CFO & IR, tel.
+358 10 401 7481.

Distribution: Nasdaq Helsinki Ltd, media and www.nokiantyres.com
Nokian Tyres is the only tyre manufacturer in the world that focuses on
customer needs in northern conditions. The company supplies innovative tyres for
cars,trucks and special heavy machinery mainly in areas with special challenges
on tyre performance: snow, forests and harsh driving conditions in
different seasons. Nokian Tyres’ product development is consistently aiming
for sustainable solutions for safety and the environment, taking into account
the whole life cycle of the tyre. A part of the Nokian Tyres group, the tyre
chainVianor has 1,475 outlets in 26 countries. In 2015 Nokian Tyres had
approximately 4,400 employees and net sales of approximately 1,4 billion euros.
Nokian Tyres’share is listed on the Nasdaq Helsinki. Further information:
www.nokiantyres.com