TIDMNOKIA
Nokia Corporation
Stock Exchange Release
December 3, 2019 at 15:12 (CET +1)
Sari Baldauf to succeed Risto Siilasmaa as Nokia Board Chair at Nokia's
Annual General Meeting 2020
-- Risto Siilasmaa will step down from the Nokia Board of Directors after
serving 12 years as a Director and the last eight years as the Chair at
Nokia's Annual General Meeting, planned to be held on April 8, 2020.
-- Following a nearly one-year succession planning process, the Board's
Corporate Governance & Nomination Committee proposes the Vice Chair, Sari
Baldauf, to be the new Chair of the Nokia Board, subject to her
re-election to the Board by the Annual General Meeting.
Espoo, Finland -- Nokia announced today that its Board Chair, Risto
Siilasmaa, has informed the Board that he will not stand for re-election
to the Board of Directors at the Nokia Annual General Meeting in 2020.
Siilasmaa joined the Nokia Board in 2008 and was appointed as Board
Chair in 2012. He also served as interim CEO of Nokia from 2013 to 2014.
"During my time as Board Chair, we have repositioned Nokia as a
world-leading network technology business, with a strong basis for the
future," said Risto Siilasmaa. "This has included some fundamental
strategic steps, including the sale of the Nokia mobile devices business
to Microsoft, taking full ownership of the NSN telecom infrastructure
business, and the acquisition of Alcatel-Lucent. This transformational
journey has not been easy, and I would like to thank everyone at Nokia
for their determination and dedication."
"We are in the midst of another transition now, with the historic move
to 5G," continued Siilasmaa. "While we know that Nokia is facing some
short-term challenges as the technology matures, I am confident that we
have the right actions underway to address those issues. Many parts of
Nokia are performing well, and we are delivering on our strategy to
diversify into enterprise markets and build our software business."
The Corporate Governance & Nomination Committee has conducted a rigorous
succession planning process for almost a year and, in alignment with the
full Board, proposes Board Vice Chair Sari Baldauf as the new Chair and
Board member Kari Stadigh as the Vice Chair as of the Annual General
Meeting 2020, subject to their re-election to the Board.
Baldauf joined the Nokia Board as a non-executive director in 2018. In
addition, she is a member of the Supervisory Board & Nomination
Committee of Daimler AG and the Board of Directors of Aalto University.
Baldauf was the Executive Vice President and General Manager of Nokia's
Networks business group from 1998 to 2005 and, prior to that, held
various executive positions at Nokia in Finland and the United States.
Until 2018, Baldauf was the Board Chair of Fortum Corporation and a
member of the Supervisory Board of Deutsche Telekom.
"I am honored by the nomination to serve Nokia and its shareholders as
the Chair of the Board of Directors," said Sari Baldauf, Nokia Board
Vice Chair. "Risto and I have worked closely together since I was named
Vice Chair in May. I see a clear opportunity to help create long-term
shareholder value and look forward to continuing to work closely with
the Board and with Nokia CEO Rajeev Suri. Rajeev and his team are
working hard to address both the short-term issues and strengthen
Nokia's longer-term value drivers."
"Risto has been an excellent partner during a time of significant change
at Nokia," said Rajeev Suri, the President and CEO of Nokia. "On behalf
of all the employees of Nokia, I thank him for all his hard work and
support. I look forward to working with Sari as the new Chair of the
Nokia Board."
Nokia plans to publish the notice of the AGM 2020 and the complete
proposals by the Board after the publication of its fourth-quarter and
full-year 2019 results. Nokia's AGM is planned to be held on April 8,
2020.
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.
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www.nokia.com
Media Inquiries
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Email: press.services@nokia.com
Katja Antila, Head of Media Relations
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, and any mathematical analysis derived from such expectations
and targets, regarding financial performance, results, the timing of
receivables, 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 competition within our market; market
developments, general economic conditions and structural change globally
and in national and regional markets, such as China; 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, investment requirements with such
rollout, and our ability to capitalize on such rollout; as well as 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 of software
and other new products, including 5G; M) expectation regarding our
customers' future capital expenditure constraints; and N) 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; 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.
(END) Dow Jones Newswires
December 03, 2019 08:29 ET (13:29 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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