Nokia Corporation Resolutions Of Nokia Corporation's Annual General Meeting And Board Of Directors

TIDMNOKIA 
 
   Nokia Corporation 
 
   Stock Exchange Release 
 
   8 April 2021 at 17:30 EET 
 
   Resolutions of Nokia Corporation's Annual General Meeting and Board of 
Directors 
 
   The Annual General Meeting (AGM) of Nokia Corporation took place at the 
Company's headquarters in Espoo on 8 April 2021 under special 
arrangements due to the COVID-19 pandemic. Approximately 66 300 
shareholders representing approximately 2 470 million shares and votes 
were represented at the meeting. The AGM supported all proposals 
submitted to it by the Board of Directors (the Board). The AGM adopted 
the Company's financial statements, discharged the members of the Board 
and the persons who acted as President and Chief Executive Officer from 
liability for the financial year 2020 and supported the Company's 
Remuneration Report in an advisory vote. In addition, the AGM adopted 
the following resolutions: 
 
   Dividend 
 
   The AGM resolved that no dividend is paid for the financial year 2020. 
 
   Composition of the Board of Directors, Board committees and Board 
remuneration 
 
   The AGM resolved to elect eight members to the Board. The following 
members of the Board were re-elected for the term ending at the close of 
the next Annual General Meeting: Sari Baldauf, Bruce Brown, Thomas 
Dannenfeldt, Jeanette Horan, Edward Kozel, Søren Skou, Carla 
Smits-Nusteling and Kari Stadigh. The qualifications and career 
experience of the elected Board members are available at 
https://www.globenewswire.com/Tracker?data=OJ3m84-vvZOO9zHqxIYuA2VSWVJUUDa1zxai-s0FOHmRm1OUTGEqQJlIEfC1StZbwU8BkArnsSVaOCx7hyvmN1p8NQwn18y8GVgRAr8dWrbY-bxxONSoPbAeHJs87JjhLAISSEpO54yNuBiRA6YMUPbjQn-_MxRLEI3MRxTeaBAUfaN1960kBujgbbeO4zDEDOeBwi0oNJY-di9XjjrkHaohdVaAN9tljlsiQETk7IWpovIOIy040g5JU5lqtD8mKSR4QIXOxjBvfVvBLbQDkQ== 
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 
Sari Baldauf as Chair of the Board, and Kari Stadigh 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 Thomas 
Dannenfeldt, Jeanette Horan and Edward Kozel as members of the Audit 
Committee. Bruce Brown was elected as Chair and Sari Baldauf, Søren 
Skou and Kari Stadigh as members of the Personnel Committee. Kari 
Stadigh was elected as Chair and Sari Baldauf, Bruce Brown and Carla 
Smits-Nusteling as members of the Corporate Governance and Nomination 
Committee. Edward Kozel was elected as Chair and Bruce Brown, Thomas 
Dannenfeldt and Jeanette Horan as members of the Technology Committee. 
 
   The AGM resolved that the annual fees to be paid to the members of the 
Board for the term ending at the close of the next Annual General 
Meeting are as follows: 
 
 
   -- EUR 440 000 for the Chair of the Board; 
 
   -- EUR 185 000 for the Vice Chair of the Board; 
 
   -- EUR 160 000 for each member of the Board; 
 
   -- EUR 30 000 each for the Chairs of the Audit Committee and Personnel 
      Committee and EUR 20 000 for the Chair of the Technology Committee as an 
      additional annual fee; and 
 
   -- EUR 15 000 for each member of the Audit Committee and Personnel Committee 
      and EUR 10 000 for each member of the Technology Committee as an 
      additional annual fee. 
 
 
   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 the Company's Corporate 
Governance Guidelines, that approximately 40% of the annual fee 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 the Board and Committee work 
will be paid in cash. 
 
   Auditor 
 
   The AGM re-elected Deloitte Oy as the auditor for Nokia for the 
financial year 2022. In addition, the AGM resolved that the auditor 
elected for 2022 be reimbursed based on the invoice of the auditor and 
in compliance with the purchase policy approved by the Audit Committee. 
 
   Authorizations to resolve on the repurchase of the Company's own shares 
and on the issuance of shares and special rights entitling to shares 
 
   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 7 October 2022 and it terminated the corresponding 
repurchase authorization granted by the Annual General Meeting on 27 May 
2020. 
 
   The AGM 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 7 
October 2022 and it terminated the corresponding authorization granted 
by the Annual General Meeting on 27 May 2020. 
 
   Speeches and minutes of the Annual General Meeting 
 
   The speeches by the Chair of the Board, Sari Baldauf, and the President 
and CEO, Pekka Lundmark, will be available on the Company's website 
www.nokia.com/agm later today. The minutes of the AGM will be available 
on the same website latest on 22 April 2021. 
 
   Media Inquiries: 
 
   Nokia 
 
   Communications 
 
   Phone: +358 10 448 4900 
 
   Email: 
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press.services@nokia.com 
 
   Katja Antila, Head of Media Relations 
 
   Investor Inquiries: 
 
   Nokia 
 
   Investor Relations 
 
   Phone: +358 4080 3 4080 
 
   Email: 
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investor.relations@nokia.com 
 
   About Nokia 
 
   We create technology that helps the world act together. 
 
   As a trusted partner for critical networks, we are committed to 
innovation and technology leadership across mobile, fixed and cloud 
networks. We create value with intellectual property and long-term 
research, led by the award-winning Nokia Bell Labs. 
 
   Adhering to the highest standards of integrity and security, we help 
build the capabilities needed for a more productive, sustainable and 
inclusive world.
(END) Dow Jones Newswires
April 08, 2021 10:45 ET (14:45 GMT)
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