Nokia Corporation
Stock Exchange Release
May 21, 2019 at 17:30 (CET +1)
Resolutions of the Nokia Annual
General Meeting 2019; the Board of Directors resolved to distribute
EUR 0.05 per share as the first instalment of dividend
Espoo, Finland -The Annual General Meeting (AGM)
of Nokia Corporation was held on May 21, 2019. The AGM approved all
the proposals of the Board of Directors (Board) to the AGM. The AGM
adopted the company's financial statements and discharged the
members of the Board of Directors and the President and Chief
Executive Officer from liability for the financial year 2018. In
addition, the AGM adopted the following resolutions:
Distribution of
funds
The AGM decided that no dividend is distributed by a resolution of
the AGM and authorized the Board of Directors to resolve 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 is valid until the opening of
the next Annual General Meeting and it can 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 makes separate resolutions on the amount and timing of each
distribution with preliminary record and payment dates stated
below. The Company announces each Board resolution separately and
confirms 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 will 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.
In an assembly meeting that took place after the
AGM the Board resolved under the authorization by the Annual
General Meeting to distribute a dividend of EUR 0.05 per share from
the retained earnings. The dividend record date is on May 23, 2019
and the dividend is expected to be paid on or about June 6, 2019.
The actual dividend pay date outside Finland will be determined by
the practices of the intermediary banks transferring the dividend
payments. Following this announced distribution, the remaining
distribution authorization of the Board is EUR 0.15 per share.
Members of the Board of Directors
and Board Committees elected
The AGM resolved to elect ten members to the
Board. The following members of the Board were re-elected 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, Søren Skou was elected as a new member
of the Board for the same term. The qualifications and career
experience of the elected Board members are available at
http://www.nokia.com/en_int/investors/corporate-governance/board-of-directors/meet-the-board.
In an assembly meeting that took place after the
AGM, the Board elected Risto Siilasmaa as Chair of the Board, and
Sari Baldauf as Vice Chair of the Board. The Board also elected the
members of the four Board committees. Carla Smits-Nusteling was
elected as Chair and Jeanette Horan, Edward Kozel, Elizabeth Nelson
and Olivier Piou as members of the Audit Committee. Bruce Brown was
elected as Chair and Sari Baldauf, Elizabeth Nelson, Søren Skou and
Kari Stadigh as members of the Personnel Committee. Risto Siilasmaa
was elected as Chair and Sari Baldauf, Bruce Brown, Carla
Smits-Nusteling and Kari Stadigh as members of the Corporate
Governance and Nomination Committee. Edward Kozel was elected as
Chair and Bruce Brown, Jeanette Horan, Olivier Piou and Risto
Siilasmaa as members of the Technology Committee.
The AGM resolved the following annual fees to be
paid to the members of the Board for the term ending at the Annual
General Meeting in 2020: 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, the AGM resolved that the Chairs of
the Audit Committee and the Personnel Committee will each be paid
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 AGM also resolved to pay a meeting fee of EUR
5 000 per meeting requiring intercontinental travel and EUR 2 000
per meeting requiring continental travel for Board and Committee
meetings to all the other Board members except the Chair of the
Board. The meeting fee would be paid for a maximum of seven
meetings per term. The AGM resolved that the 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.
In addition, the AGM resolved, in line with
Company's Corporate Governance Guidelines, that approximately 40%
of the annual remuneration will be paid in Nokia shares purchased
from the market, or alternatively by using treasury shares held by
the Company. The members of the Board shall retain until the end of
their directorship such number of shares that corresponds to the
number of shares they have received as Board remuneration during
their first three years of service in the Board. The meeting fee
and costs directly related to Board and Committee work will be paid
in cash.
Auditor
The AGM elected PricewaterhouseCoopers Oy as the
auditor for Nokia for the fiscal year 2019 and Deloitte Oy as the
auditor for Nokia for the fiscal year 2020. In addition, the AGM
resolved that the auditor elected for 2019 and for 2020 be
reimbursed based on the invoice of the auditor and in compliance
with the purchase policy approved by the Audit Committee.
Other resolutions of the Annual
General Meeting
The AGM authorized the Board to resolve to
repurchase a maximum of 550 million Nokia shares. Shares may be
repurchased to be cancelled, held to be reissued, transferred
further or for other purposes resolved by the Board. The
shares may be repurchased otherwise than in proportion to the
shares held by the shareholders (directed repurchase). The
authorization is effective until November 21, 2020 and it
terminated the corresponding repurchase authorization granted by
the Annual General Meeting on May 30, 2018.
The AGM also resolved to authorize the Board to
issue a maximum of 550 million shares through issuance of shares or
special rights entitling to shares in one or more issues. The
authorization may be used to develop the Company's capital
structure, diversify the shareholder base, finance or carry out
acquisitions or other arrangements, settle the Company's
equity-based incentive plans, or for other purposes resolved by the
Board. Under the authorization, the Board may issue new shares or
shares held by the Company. The authorization includes the right
for the Board to resolve on all the terms and conditions of the
issuance of shares and special rights entitling to shares,
including issuance of shares or special rights in deviation from
the shareholders' pre-emptive rights within the limits set by law.
The authorization is effective until November 21, 2020 and it
terminated the corresponding authorization granted by the Annual
General Meeting on May 30, 2018. The authorization did 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.
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 current 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
existing and new 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, as
well as external events impacting our customers including mergers
and acquisitions; 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,
expectations and timing around our ability to recognize any net
sales 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, or our customers' security
concerns; 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.
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
Investor Enquiries:
Nokia Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com
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responsible for the content, accuracy and originality of the
information contained therein.
Source: NOKIA via Globenewswire