Common use of Merger of the Company Clause in Contracts

Merger of the Company. In case of a merger of the Company into another company (the “Company Merger”), the Option Underlying Shares Exchange and Cash Exchange will apply with respect to the shares of the absorbing entity received by the Beneficiary in exchange for Company Shares resulting from Stock Options which are within the scope of Article 3 above. The Exchange Ratio will be adjusted as follows: Exchange RatioAdjusted = Exchange Ratio x 1 Theoretical example of calculation of the number of Nokia Shares to be received in exchange of the absorbing company shares in case of a Company Merger Assumptions: • RatioMerger = 2 shares of the absorbing company for each Company Share • Transfer of 200 shares of the absorbing company by the Beneficiary in January 2017 after the Company Merger Exchange RatioAdjusted = 0.55 x 1/2 Exchange RatioAdjusted = 0.275 The number of Nokia Shares to be received is: 200 x 0.275 = 55

Merger of the Company. In case of a merger of the Company into another company (the “Company Merger”), the Option Underlying Performance Shares Exchange and Cash Exchange will apply with respect to the shares of the absorbing entity received by the Beneficiary in exchange for Company Performance Shares resulting from Stock Options which are within the scope of Article 3 above. The Exchange Ratio will be adjusted as follows: Exchange RatioAdjusted = Exchange Ratio x 1 Theoretical example of calculation of the number of Nokia Shares to be received in exchange of the absorbing company shares in case of a Company Merger Assumptions: • RatioMerger = 2 shares of the absorbing company for each Company Share • Transfer of 200 shares of the absorbing company by the Beneficiary in January 2017 after the Company Merger Exchange RatioAdjusted = 0.55 x 1/2 Exchange RatioAdjusted = 0.275 The number of Nokia Shares to be received is: 200 x 0.275 = 55