TIDMNOKIA
Nokia Corporation
Stock Exchange Release
March 5, 2020 at 13:30 (CET +1)
Nokia Board of Directors approved the Nokia Equity Program for 2020
Espoo, Finland - Nokia announced today that its Board of Directors has
approved the company's equity program for 2020 which is designed to
support and align the participants' focus with Nokia's strategy and
long-term success. In line with previous years, the Nokia Equity Program
for 2020 consists of a performance share plan, a restricted share plan
and an employee share purchase plan.
Performance share plan 2020
Nokia uses performance shares as the main long-term incentive instrument
for executives and other eligible employees. The plan intends to
effectively contribute to the long-term value creation and
sustainability of the company and align the interests of the executives
and employees with those of Nokia's shareholders.
The 2020 Performance Share Plan has a three-year plan period with the
company's total shareholder return (TSR) used as the basis of the plan's
performance metric. How many Nokia shares will be delivered on pay-out,
if any, depends on the Company's share price growth, plus any dividends
paid during the plan period, compared to pre-set TSR targets.
If Nokia's TSR does not exceed the threshold target, no 2020 Performance
Share Plan participant will receive any settlement. In the event that
the Company's share price growth, plus any dividends paid during the
plan period, achieves or exceeds the maximum TSR target, awards under
the 2020 plan could result in an aggregate maximum settlement of 88
million Nokia shares.
Restricted Share Plan 2020
Restricted shares are granted to Nokia's executives and other eligible
employees on a more limited basis than Performance Shares for purposes
related to retention and recruitment to ensure Nokia is able to retain
and recruit vital talent for the future success of the company.
Under the 2020 Restricted Share Plan, the restricted shares are divided
into three equal tranches, each tranche consisting of one third of the
restricted shares granted. The first tranche has a one-year restriction
period, the second tranche a two-year restriction period, and the third
tranche a three-year restriction period. On an exceptional basis, the
Personnel Committee of the Board of Directors may, in its discretion,
approve shorter aggregate restriction periods of no less than 18 months
from the date of grant.
The awards under the 2020 Restricted Share Plan could result in an
aggregate maximum settlement of 4.5 million Nokia shares.
Employee Share Purchase Plan 2020
Under the employee share purchase plan, the eligible Nokia Group
employees may elect to make contributions from their monthly net salary
to purchase Nokia shares. The 2020 Employee Share Purchase Plan is
planned to be offered to Nokia employees in up to 73 countries, provided
that there are no significant local regulatory or administrative
restraints in relation to the plan. Participation in the plan is
voluntary.
The share purchases are intended to be made at market value on
pre-determined dates on a quarterly basis during a 12-month period.
Nokia intends to deliver one matching share for every two purchased
shares that the participant still holds on July 31, 2021.
The aggregate maximum amount of contributions that employees can make
during the plan cycle commencing in 2020 is approximately EUR 60
million. Accordingly, based on the matching ratio of one matching share
for every two purchased shares, the number of matching shares would be
approximately 8.2 million, calculated using the closing share price of
EUR 3.65 on Nasdaq Helsinki on February 27, 2020.
Dilution effect
As of February 28, 2020, the aggregate maximum number of shares that
could be issued under Nokia's outstanding equity programs, assuming the
performance shares would be delivered at maximum level, represented
approximately 1.63 per cent of Nokia's total number of shares (excluding
the shares owned by Nokia Corporation). The potential maximum number of
shares that could be issued under the Equity Program 2020 represents
approximately an additional 1.79 percentage points, assuming delivery at
maximum level for performance shares and the delivery of matching shares
against the maximum amount of contributions of approximately EUR 60
million under the Employee Share Purchase Plan.
About Nokia
We create the technology to connect the world. Only Nokia offers a
comprehensive portfolio of network equipment, software, services and
licensing opportunities across the globe. With our commitment to
innovation, driven by the award-winning Nokia Bell Labs, we are a leader
in the development and deployment of 5G networks.
Our communications service provider customers support more than 6.4
billion subscriptions with our radio networks, and our enterprise
customers have deployed over 1,300 industrial networks worldwide.
Adhering to the highest ethical standards, we transform how people live,
work and communicate. For our latest updates, please visit us online
www.nokia.com and follow us on Twitter @nokia
Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com
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Katja Antila, Head of Media Relations
Investor Enquiries:
Nokia Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com
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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, growth management and operational
key performance indicators; B) expectations, plans or benefits related
to future performance of our businesses and any expected future
dividends including timing and qualitative and quantitative thresholds
associated therewith; C) expectations and targets regarding financial
performance, cash generation, results, the timing of receivables,
operating expenses, taxes, currency exchange rates, hedging, cost
savings, product cost reductions and competitiveness, as well as results
of operations including targeted synergies, better commercial management
and those results 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 and legal 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, reduction of support function costs, temporary incremental
expenditures or other R&D expenditures to develop or rollout software
and other new products, including 5G and increased digitalization; M)
expectation regarding our customers' future capital expenditure
constraints and our ability to satisfy customer concerns; and N)
statements preceded by or including "believe", "expect", "expectations",
"consistent", "deliver", "maintain", "strengthen", "target", "estimate",
"plan", "intend", "assumption", "focus", "continue", "should", "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, general public
health conditions (including its impact on our supply chains) 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, establishing new sources of revenue and protecting
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
March 05, 2020 06:45 ET (11:45 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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