Nokian Renkaat - Other information disclosed according to the rules of the Exchange

Proposals by the Board of Directors of Nokian Tyres plc to the Annual General Meeting

Nokian Tyres plc Stock Exchange Release February 2, 2017 at 8:00 a.m.

The Board’s proposals to the Annual General Meeting of April 10, 2017 concern
the payment of dividends, change to Articles of Association, the remuneration of
the Board, the election of the members of Nokian Tyres’ Board of Directors and
the Auditor, authorizing the Board to decide on the repurchase the company’s own
shares and Authorization for a share issue.

1. Dividend payment

The Board proposes to the Annual General Meeting that a dividend of EUR 1.53 per
share be paid for the period ending on December 31, 2016.

The dividend shall be paid to shareholders included in the shareholder list
maintained by Euroclear Finland on the record date of April 12, 2017. The
proposed dividend payment date is April 27, 2017.

2. Change to Articles of Association

The Board proposes to the Annual General Meeting a change in Article 4 of the
Articles of Association: Current wording of Article 4: The Company’s
administration and proper organization of operations shall be the responsibility
of the Board of Directors, consisting of a minimum of three and a maximum of
eight members, in accordance with the decision made by the General Meeting of
the Shareholders. The term of office of the members of the Board of Directors
ends at the closing of the first Annual General Meeting following the election.
The Board of Directors shall elect a Chairman from among its members until the
closing of the next Annual General Meeting.

New proposed wording of Article 4: The Company’s administration and proper
organization of operations shall be the responsibility of the Board of
Directors, consisting of a minimum of four and a maximum of eight members, in
accordance with the decision made by the General Meeting of the Shareholders.
The term of office of the members of the Board of Directors ends at the closing
of the first Annual General Meeting following the election. The Board of
Directors shall elect a Chairman and a Deputy Chairman from among its members
until the closing of the next Annual General Meeting.

3. Remuneration

The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors
proposes the following as regards remuneration: The monthly fee paid to the
Chairman of the Board would be EUR 6,667 or EUR 80,000 per year, the monthly fee
paid to the Deputy Chairman of the Board and to the Chairman of the Audit
Committee would be EUR 5,000 or EUR 60,000 per year, and the monthly fee paid to
Members of the Board would be EUR 3,333 or EUR 40,000 per year.

50% of the annual fee to be paid in cash and 50% in Company shares to the effect
that in the period from April 11 to April 30, 2017, EUR 40,000 worth of Nokian
Tyres plc shares will be purchased at the stock exchange on behalf of the
Chairman of the Board, EUR 30,000 worth of Nokian Tyres plc shares will be
purchased at the stock exchange on behalf of the Deputy Chairman of the Board
and Chairman of the Audit committee, and EUR 20,000 worth of shares will be
purchased on behalf of each Board Member.

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

Each member of the Board will receive a meeting fee of EUR 600 per attended
meeting. If a Board member’s habitual residence is outside Finland, the meeting
fee is EUR 1,200 per attended meeting.

Travel expenses to be compensated in accordance with the company’s travel
policy.

4. Members of the Board and the Auditor

The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors
proposes to the Annual General Meeting that the Board comprise of eight members
and that all current seven members; Heikki Allonen, Hille Korhonen, Tapio Kuula,
Raimo Lind, Veronica Lindholm, Inka Mero and Petteri Walldén be re-elected for
the one-year term.

New proposed member: George Rietbergen, COO (dept. CEO) Arriva Nederland.

All Board members are independent of the company.  All Board members are
independent of any major shareholders of the company.

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

The Board of Directors of Nokian Tyres proposes to the Annual General Meeting
that KPMG Oy Ab, authorised public accountants, be elected as auditors and that
fees be paid according to current practice.

5. The Board asks for the AGM’s authorization 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 to 3.7% 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 October 10, 2018.

6. The Board asks for the AGM’s authorization for a share issue

The Board of Directors proposes that at the Annual General Meeting the Board
should be authorized to make a decision to offer no more than 25,000,000 shares
through a share issue, or by granting special rights under chapter 10 section 1
of the Finnish Limited Liability Companies Act that entitle to shares (including
convertible bonds), on one or more occasions.

The Board may decide to issue new shares or shares held by the company. The
maximum number of shares included in the proposed authorization accounts for
approximately 18.4% of the company’s shares.

The authorization includes the right to issue shares or special rights through
private offering, in other words to deviate from the shareholders’ pre-emptive
right subject to provisions of the law.

Under the authorization, the Board of Directors will be entitled to decide on
the terms and conditions of a share issue, or the granting of special rights
under chapter 10, section 1 of the Finnish Companies Act, including the
recipients of shares or special rights entitling to shares, and the compensation
to be paid. It is proposed that this authorization be exercised for purposes
determined by the Board of Directors.

The subscription price of new shares shall be recognized under unrestricted
equity reserve. The consideration payable for Company’s own shares shall be
recognised under unrestricted equity reserve.

The authorization will be effective for two years from the decision made at the
Annual General Meeting. This authorization will invalidate all other Board
authorizations regarding share issues and convertible bonds.

February 2, 2017

Nokian Tyres plc
Board of Directors

For further information: Anne Leskelä, Vice President, Finance and Control, tel.
+358 10 401 7481

Distribution: Nasdaq Helsinki, media and www.nokiantyres.com
Nokian Tyres is the world’s northernmost tyre manufacturer. The company promotes
and facilitates safe driving in demanding conditions. It 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
chain Vianor has  approximately 1,500 outlets in 27 countries. In 2016 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