Nokian Renkaat - Notice to general meeting

Notice to the Annual General Meeting

Nokian Tyres plc Stock Exchange Release March 17, 2017 10:00 a.m.

Notice is given to the shareholders of Nokian Tyres plc to the Annual General
Meeting to be held on Monday April 10, 2017 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 at the meeting venue on the day of the
meeting.

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 2016

    - Review by the CEO

7. Adoption of the annual accounts 2016

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 1.53 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.

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

10. 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.

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

The Personnel 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.

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

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

13. Election of members of the Board of Directors

The Personnel 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

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

Additional information on the 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/

14. Resolution on the remuneration of the auditor

The Board of Directors of Nokian Tyres proposes to the Annual General Meeting
that fees be paid according to current practice; auditor’s invoices approved by
Nokian Tyres.

15. 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
2017 financial year.

16. 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 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.

17. Authorizing the Board to decide 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.

18. 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/annualgeneralmeeting2017. 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 March 20, 2017. 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 April 24, 2017.

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 March 29, 2017 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 April 5, 2017 at 10:00 EET, either in
internet www.nokiantyres.com/annualgeneralmeeting2017, 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 April 5, 2017 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, March 17, 2017, Nokian
Tyres plc has a total of 135,925,921 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 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