Nokia Corporation Stock Exchange ReleaseMay 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 fundsThe 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 STATEMENTSIt 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 NokiaWe 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.comMedia Enquiries:Nokia
CommunicationsTel. +358 (0) 10 448 4900Email:
press.services@nokia.comJon Peet, Vice President, Corporate
CommunicationsInvestor Enquiries:Nokia Investor RelationsTel. +358
4080 3 4080Email: investor.relations@nokia.com
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