Nokia Corporation
Stock Exchange Release
March 29, 2019 at 9:30 (CET +1)
Notice of the Annual General
Meeting of Nokia Corporation
Notice is given to the shareholders of Nokia
Corporation (the "Company") of the Annual General Meeting to be
held on Tuesday, May 21, 2019 at 2:00 p.m. at Helsinki Messukeskus,
Messuaukio 1, Helsinki, Finland. The reception of persons who have
registered for the Meeting will commence at 12:30 p.m.
A. Matters on
the agenda of the Annual General Meeting
At the Annual General Meeting, the
following matters will be considered:
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of a person to confirm the minutes and
a person to verify the counting of votes
4. Recording the legal convening of the Meeting
and quorum
5. Recording the attendance at the Meeting and adoption of the list
of votes
6. Presentation of the Annual Accounts, the review by the Board of
Directors and the auditor's report for the year 2018
- Review by the President and CEO
7. Adoption of the Annual Accounts
8. Resolution on the use of the profit shown on
the balance sheet and authorization to the Board of Directors to
resolve on the distribution of distributable funds
The Board proposes that instead of a direct resolution
on dividend payment, the Annual General Meeting authorize the Board
to resolve in its discretion on the distribution of an aggregate
maximum of EUR 0.20 per share as dividend from the retained
earnings and/or as repayment of capital from the fund for invested
unrestricted equity.
The authorization would be valid until the opening of the next
Annual General Meeting. The authorization would be used to
distribute funds in four instalments during the validity of the
authorization, unless the Board decides otherwise for a justified
reason. The Board would make separate resolutions on the amount and
timing of each distribution with preliminary record and payment
dates stated below. The Company will announce each Board resolution
separately and confirm the relevant record and payment dates in
such announcements.
Preliminary record date |
Preliminary payment date |
May 23, 2019 |
June 6, 2019 |
July 30, 2019 |
August 8, 2019 |
October 29, 2019 |
November 7, 2019 |
February 4, 2020 |
February 13, 2020 |
Each instalment would be paid to the shareholders that are
registered in the Company's Register of Shareholders maintained by
Euroclear Finland Oy on the record date of the relevant
instalment.
For the avoidance of doubt, the Board proposes to the Annual
General Meeting that no dividend is distributed directly by a
resolution of the Annual General Meeting based on the balance sheet
to be adopted for the financial period ended on December 31,
2018.
9. Resolution on the discharge of the members of
the Board of Directors and the President and CEO from
liability
10. Resolution on the remuneration to the members of the Board of
Directors
On the recommendation of the Board's
Corporate Governance and Nomination Committee, the Board proposes
to the Annual General Meeting that the annual fee payable to the
Board members elected at the same meeting for a term ending at the
close of the next Annual General Meeting remains at current level:
EUR 440 000 for the Chair of the Board, EUR 185 000 for the Vice
Chair of the Board and EUR 160 000 for each Board member. In
addition, it is proposed that the Chair of the Audit Committee and
the Chair of the Personnel Committee will each receive an
additional annual fee of EUR 30 000, Chair of the Technology
Committee an additional annual fee of EUR 20 000 and other members
of the Audit Committee an additional annual fee of EUR 15 000
each.
The Board also proposes that a meeting fee for Board and Committee
meetings be paid to all the other Board members, except the Chair
of the Board, based on travel required between the Board member's
home location and the location of a meeting. The meeting fee would
be paid for a maximum of seven meetings per term and remain on the
following levels: EUR 5 000 per meeting requiring intercontinental
travel and EUR 2 000 per meeting requiring continental
travel.
Furthermore, the Board also proposes that members of the Board of
Directors shall be compensated for travel and accommodation
expenses as well as other costs directly related to Board and
Committee work.
It is proposed that approximately 40% of the annual fee be paid in
Nokia shares purchased from the market, or alternatively by using
treasury shares held by the Company. The meeting fee, travel
expenses and other expenses would be paid in cash.
11. Resolution on the number of members of the
Board of Directors
On the recommendation of
the Board's Corporate Governance and Nomination Committee, the
Board proposes to the Annual General Meeting that the number of
Board members be ten (10).
12. Election of members of the Board of Directors
Louis R. Hughes has informed that he will no longer be
available to serve on the Nokia Board of Directors after the Annual
General Meeting. Accordingly, the Board, on the recommendation of
the Board's Corporate Governance and Nomination Committee, proposes
to the Annual General Meeting that the following current Nokia
Board members be re-elected as members of the Board for a term
ending at the close of the next Annual General Meeting: Sari
Baldauf, Bruce Brown, Jeanette Horan, Edward Kozel, Elizabeth
Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and
Kari Stadigh. In addition, it is proposed that Søren Skou, CEO of
A.P. Møller Mærsk A/S, be elected as a member of the Board of
Directors for the same term.
All candidates for the Board of Directors are presented on the
Company's website www.nokia.com/agm.
13. Election of Auditor for the financial year 2019
On the recommendation of the Board's Audit Committee,
the Board proposes to the Annual General Meeting that
PricewaterhouseCoopers Oy be re-elected as the auditor of the
Company for the financial year 2019.
14. Election of Auditor for the financial year
2020
Nokia has an obligation to organize an
audit firm selection procedure in accordance with the EU Audit
Regulation concerning the audit for the financial year 2020
(mandatory auditor rotation). The practical requirements for
arranging the selection procedure under the EU Audit Regulation and
the obligation to include at least two candidates in the
recommendation of the Audit Committee have caused the Board to
re-evaluate of the timing of the election of the auditor. The
election of an auditor for the financial year 2020 already in this
Annual General Meeting would give the elected auditor time to
prepare for the new audit engagement. At the same time, the
shareholders of the Company would have an opportunity to elect the
auditor already prior to the relevant financial year.
Based on the above and on the recommendation of the Board's Audit
Committee, the Board proposes to the Annual General Meeting that
Deloitte Oy be elected as the Company's auditor for the financial
year 2020.
15. Resolution on the remuneration of the
Auditor
On the recommendation of the Board's
Audit Committee, the Board proposes to the Annual General Meeting
that the auditor to be elected for the financial year 2019 and
2020, respectively, be reimbursed based on the invoice of the
auditor and in compliance with the purchase policy approved by the
Audit Committee.
16. Authorization to the Board of Directors to
resolve to repurchase the Company's own shares
The Board of Directors proposes that the Annual General
Meeting authorize the Board to resolve to repurchase a maximum of
550 million shares, which corresponds to less than 10 per cent of
the Company's total number of shares.
The repurchases under the authorization are proposed to be carried
out by using funds in the unrestricted equity which means that the
repurchases will reduce distributable funds of the
Company.
The price paid for the shares under the authorization shall be
based on the market price of Nokia shares on the securities markets
on the date of the repurchase. Shares may be repurchased to be
cancelled, held to be reissued, transferred further or for other
purposes resolved by the Board. The Company may enter into
derivative, share lending or other arrangements customary in
capital market practice.
The shares may be repurchased otherwise than in proportion to the
shares held by the shareholders (directed repurchase). The Board
shall resolve on all other matters related to the repurchase of
Nokia shares.
It is proposed that the authorization be effective until November
21, 2020 and terminate the authorization for repurchasing the
Company's shares granted by the Annual General Meeting on May 30,
2018.
17. Authorization to the Board of Directors to resolve to issue
shares and special rights entitling to shares
The Board proposes that the Annual General Meeting
authorize the Board to resolve to issue in total a maximum of 550
million shares through issuance of shares or special rights
entitling to shares under Chapter 10, Section 1 of the Finnish
Limited Liability Companies Act in one or more issues during the
effective period of the authorization. The Board may issue either
new shares or treasury shares held by the Company. The proposed
maximum amount corresponds to less than 10 per cent of the
Company's total number of shares as of the date of this
proposal.
Shares and special rights entitling to shares may be issued in
deviation from the shareholders' pre-emptive rights within the
limits set by law. The authorization may be used to develop the
Company's capital structure, diversify the shareholder base,
finance or carry out acquisitions or other arrangements, to settle
the Company's equity-based incentive plans or for other purposes
resolved by the Board. The Board would resolve on all terms and
conditions of the issuance of shares and special rights under
Chapter 10, Section 1 of the Finnish Limited Liability Companies
Act.
It is proposed that the authorization be effective until November
21, 2020 and terminate the authorization for issuance of shares and
special rights entitling to shares resolved at the Annual General
Meeting on May 30, 2018. The authorization does not terminate the
authorization by the Extraordinary General Meeting held on December
2, 2015 granted to the Board for issuance of shares in order to
implement the combination of Nokia and Alcatel Lucent.
18. Closing of the Meeting
B. Documents of the Annual General
Meeting
The proposals of the Board of
Directors relating to the agenda of the Annual General Meeting as
well as this notice are available on the Company's website at
www.nokia.com/agm. The "Nokia in 2018" annual report, which
includes the Company's Annual Accounts, the review by the Board of
Directors and the auditor's report, is available on the
above-mentioned website. These documents will also be available at
the Meeting and copies of these documents will be sent to
shareholders upon request. The minutes of the Annual General
Meeting will be available on the Company's website
www.nokia.com/agm at the latest on June 4, 2019.
C. Instructions for the
participants in the Annual General Meeting
1.
The right to participate and registration
Each
shareholder, who on May 9, 2019 is registered in the Register of
Shareholders of the Company, has the right to participate in the
Annual General Meeting. A shareholder, whose shares are registered
on his/her Finnish book-entry account, is automatically registered
in the Register of Shareholders of the Company. If you do not have
a Finnish book-entry account see section 4. Holders of Nominee
registered shares or 5. Holders of American Depositary Receipts
(ADR).
A shareholder, with a Finnish book-entry account, who wishes to
participate in the Annual General Meeting, must register for the
Meeting by giving prior notice of attendance no later than on May
14, 2019 at 4:00 p.m. (Finnish time) by which time the registration
needs to be received by the Company. Such notice can be
given:
a) through the
Company's website at www.nokia.com/agm;
b) by telephone to +358 20 770 6870 from Monday to Friday at 09:00
a.m. to 4:00 p.m. (Finnish time); or
c) by letter to the Register of Shareholders, Nokia Corporation,
P.O. Box 226, Fl-00045 NOKIA GROUP.
In connection with the registration, a shareholder is required to
notify his/her name, personal identification number, address,
telephone number, the name of a possible assistant and the name and
the personal identification number of a possible proxy
representative.
2. Advance voting service
A
shareholder, who has a Finnish book-entry account, may vote in
advance on certain items on the agenda of the Annual General
Meeting through the Company's website from March 29, 2019 until
4:00 p.m. (Finnish time) on May 14, 2019. Unless a shareholder
voting in advance will be present in person or by proxy in the
Meeting, he/she may not be able to exercise his/her right under the
Finnish Limited Liability Companies Act to request information or a
vote in the Meeting and if decision proposals regarding certain
agenda item have changed after the beginning of the advance voting
period, his/her possibility to vote on such item may be restricted.
The conditions and other instructions relating to the electronic
advance voting may be found on the Company's website
www.nokia.com/agm.
The Finnish book-entry account number of the shareholder is needed
for voting in advance.
3. Proxy representatives and powers of
attorney
A shareholder may participate in the
Annual General Meeting and exercise his/her rights at the Meeting
by proxy. A proxy representative shall produce a dated proxy
document or otherwise in a reliable manner demonstrate his/her
right to represent the shareholder at the Annual General Meeting.
Should a shareholder participate in the Meeting by means of several
proxy representatives representing the shareholder with shares in
different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in
connection with the registration for the Annual General Meeting.
Powers of attorney should be delivered in original to Nokia's
Register of Shareholders at the above- mentioned address or via
email to agm@nokia.com before the last date for
registration.
4. Holders of nominee registered shares
A
holder of nominee registered shares has the right to participate in
the general meeting by virtue of such shares, based on which he/she
on the record date of the general meeting, i.e. on May 9, 2019,
would be entitled to be registered in the shareholders' register of
the company held by Euroclear Finland Oy. The right to participate
in the general meeting requires, in addition, that the shareholder
on the basis of such shares has been registered into the temporary
shareholders' register held by Euroclear Finland Oy at the latest
by May 16, 2019 by 4:00 p.m. (Finnish time). As regards nominee
registered shares this constitutes due registration for the general
meeting.
A holder of nominee-registered shares is advised to request without
delay necessary instructions regarding the temporary registration
in the shareholders' register of the company, the issuing of proxy
documents and registration for the AGM from his/her custodian bank.
The account management organization of the custodian bank will
temporarily register a holder of nominee-registered shares, who
wants to participate in the AGM, into the shareholders' register of
the company at the latest by the time stated above. Further
information on these matters can also be found on the company's
website www.nokia.com/agm.
5. Holders of American Depositary Receipts (ADR)
Holders of American Depositary Shares (ADR) intending
to vote at the Annual General Meeting shall without delay notify
the Depositary Bank of Nokia, Citibank, N.A., of their intention
and shall comply with the instructions provided by Citibank,
N.A.
6. Other instructions and information
On the date of this notice of the Annual General
Meeting the total number of shares in Nokia Corporation and votes
represented by such shares is 5 635 968 159.
Doors of the meeting venue will open at 12:30 p.m. The
shareholders, their representatives and possible assistants are
required to prove their identity at the entrance. Coffee will be
served before the Meeting. The Meeting will be conducted primarily
in Finnish, and simultaneous translation will be available into
Swedish and English, and as necessary, into Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability
Companies Act, a shareholder who has given prior notice of
attendance and is present at the Annual General Meeting has the
right to request information with respect to the matters to be
considered at the Meeting.
March 26, 2019
BOARD OF DIRECTORS
About Nokia
We create the technology to connect the world. We
develop and deliver the industry's only end-to-end portfolio of
network equipment, software, services and licensing that is
available globally. Our customers include communications service
providers whose combined networks support 6.1 billion
subscriptions, as well as enterprises in the private and public
sector that use our network portfolio to increase productivity and
enrich lives.
Through our research teams, including the world-renowned Nokia Bell
Labs, we are leading the world to adopt end-to-end 5G networks that
are faster, more secure and capable of revolutionizing lives,
economies and societies. Nokia adheres to the highest ethical
business standards as we create technology with social purpose,
quality and integrity. www.nokia.com
Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email:
press.services@nokia.com
Jon Peet, Vice President, Corporate Communications
FORWARD-LOOKING
STATEMENTS
It should be noted that Nokia and its businesses
are exposed to various risks and uncertainties and certain
statements herein that are not historical facts are forward-looking
statements. These forward-looking statements reflect Nokia's
current expectations and views of future developments and include
statements regarding: A) expectations, plans or benefits related to
our strategies and growth management; B) expectations, plans or
benefits related to future performance of our businesses and any
expected future dividends; C) expectations and targets regarding
financial performance, results, operating expenses, taxes, currency
exchange rates, hedging, cost savings and competitiveness, as well
as results of operations including targeted synergies and those
related to market share, prices, net sales, income and margins; D)
expectations, plans or benefits related to changes in
organizational and operational structure; E) expectations regarding
market developments, general economic conditions and structural
changes; F) our ability to integrate acquired businesses into our
operations and achieve the targeted business plans and benefits,
including targeted benefits, synergies, cost savings and
efficiencies; G) expectations, plans or benefits related to any
future collaboration or to business collaboration agreements or
patent license agreements or arbitration awards, including income
to be received under any collaboration or partnership, agreement or
award; H) timing of the deliveries of our products and services,
including our short term and longer term expectations around the
rollout of 5G and our ability to capitalize on such rollout; and
the overall readiness of the 5G ecosystem ; I) expectations and
targets regarding collaboration and partnering arrangements, joint
ventures or the creation of joint ventures, and the related
administrative, legal, regulatory and other conditions, as well as
our expected customer reach; J) outcome of pending and threatened
litigation, arbitration, disputes, regulatory proceedings or
investigations by authorities; K) expectations regarding
restructurings, investments, capital structure optimization
efforts, uses of proceeds from transactions, acquisitions and
divestments and our ability to achieve the financial and
operational targets set in connection with any such restructurings,
investments, capital structure optimization efforts, divestments
and acquisitions, including our 2019-2020 cost savings program; L)
expectations, plans or benefits related to future capital
expenditures, temporary incremental expenditures or other R&D
expenditures to develop or rollout new products, including 5G; and
M) statements preceded by or including "believe", "expect",
"expectations", "commit", "anticipate", "foresee", "see", "target",
"estimate", "designed", "aim", "plan", "intend", "influence",
"assumption", "focus", "continue", "project", "should", "is to",
"will" or similar expressions. These forward-looking statements are
subject to a number of risks and uncertainties, many of which are
beyond our control, which could cause actual results to differ
materially from such statements. These statements are based on
management's best assumptions and beliefs in light of the
information currently available to it. These forward-looking
statements are only predictions based upon our current expectations
and views of future events and developments and are subject to
risks and uncertainties that are difficult to predict because they
relate to events and depend on circumstances that will occur in the
future. Factors, including risks and uncertainties that could
cause these differences include, but are not limited to: 1) our
strategy is subject to various risks and uncertainties and we may
be unable to successfully implement our strategic plans, sustain or
improve the operational and financial performance of our business
groups, correctly identify or successfully pursue business
opportunities or otherwise grow our business; 2) general economic
and market conditions and other developments in the economies where
we operate, including the timeline for the deployment of 5G and our
ability to successfully capitalize on that deployment; 3)
competition and our ability to effectively and profitably invest in
new competitive high-quality products, services, upgrades and
technologies and bring them to market in a timely manner; 4) our
dependence on the development of the industries in which we
operate, including the cyclicality and variability of the
information technology and telecommunications industries and our
own R&D capabilities and investments; 5) our dependence on a
limited number of customers and large multi-year agreements; 6) our
ability to maintain our existing sources of intellectual
property-related revenue through our intellectual property,
including through licensing, establish new sources of revenue and
protect our intellectual property from infringement; 7) our ability
to manage and improve our financial and operating performance, cost
savings, competitiveness and synergies generally and our ability to
implement changes to our organizational and operational structure
efficiently; 8) our global business and exposure to regulatory,
political or other developments in various countries or regions,
including emerging markets and the associated risks in relation to
tax matters and exchange controls, among others; 9) our ability to
achieve the anticipated benefits, synergies, cost savings and
efficiencies of acquisitions, including the acquisition of
Alcatel-Lucent; 10) exchange rate fluctuations, as well as hedging
activities; 11) our ability to successfully realize the
expectations, plans or benefits related to any future collaboration
or business collaboration agreements and patent license agreements
or arbitration awards, including income to be received under any
collaboration, partnership, agreement or arbitration award; 12)
Nokia Technologies' ability to protect its IPR and to maintain and
establish new sources of patent, brand and technology licensing
income and IPR-related revenues, particularly in the smartphone
market, which may not materialize as planned, 13) our dependence on
IPR technologies, including those that we have developed and those
that are licensed to us, and the risk of associated IPR-related
legal claims, licensing costs and restrictions on use; 14) our
exposure to direct and indirect regulation, including economic or
trade policies, and the reliability of our governance, internal
controls and compliance processes to prevent regulatory penalties
in our business or in our joint ventures; 15) our reliance on
third-party solutions for data storage and service distribution,
which expose us to risks relating to security, regulation and
cybersecurity breaches; 16) inefficiencies, breaches, malfunctions
or disruptions of information technology systems; 17) our exposure
to various legal frameworks regulating corruption, fraud, trade
policies, and other risk areas, and the possibility of proceedings
or investigations that result in fines, penalties or sanctions; 18)
adverse developments with respect to customer financing or extended
payment terms we provide to customers; 19) the potential complex
tax issues, tax disputes and tax obligations we may face in various
jurisdictions, including the risk of obligations to pay additional
taxes; 20) our actual or anticipated performance, among other
factors, which could reduce our ability to utilize deferred tax
assets; 21) our ability to retain, motivate, develop and recruit
appropriately skilled employees; 22) disruptions to our
manufacturing, service creation, delivery, logistics and supply
chain processes, and the risks related to our
geographically-concentrated production sites; 23) the impact of
litigation, arbitration, agreement-related disputes or product
liability allegations associated with our business; 24) our ability
to re-establish investment grade rating or maintain our credit
ratings; 25) our ability to achieve targeted benefits from, or
successfully implement planned transactions, as well as the
liabilities related thereto; 26) our involvement in joint ventures
and jointly-managed companies; 27) the carrying amount of our
goodwill may not be recoverable; 28) uncertainty related to the
amount of dividends and equity return we are able to distribute to
shareholders for each financial period; 29) pension costs, employee
fund-related costs, and healthcare costs; 30) our ability to
successfully complete and capitalize on our order backlogs and
continue converting our sales pipeline into net sales; and 31)
risks related to undersea infrastructure, as well as the risk
factors specified on pages 60 to 75 of our 2018 annual report on
Form 20-F published on March 21, 2019 under "Operating and
financial review and prospects-Risk factors" and in our other
filings or documents furnished with the U.S. Securities and
Exchange Commission. Other unknown or unpredictable factors or
underlying assumptions subsequently proven to be incorrect could
cause actual results to differ materially from those in the
forward-looking statements. We do not undertake any obligation to
publicly update or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: NOKIA via Globenewswire