TIDMNOKIA
Nokia Corporation
Stock Exchange Release
May 27, 2020 at 16:00 (CET +1)
Resolutions of Nokia Corporation's Annual General Meeting 2020
Espoo, Finland - The Annual General Meeting (AGM) of Nokia Corporation
took place at the Company's headquarters in Espoo on May 27, 2020 under
special arrangements due to the COVID-19 pandemic. Approximately 43 000
shareholders representing approximately 2 300 million shares and votes
were represented at the meeting. The AGM supported all the Board's
proposals by at least 86 percent of the votes cast and rejected the
shareholder's proposal on an amendment of the Articles of Association.
The AGM adopted the Company's financial statements, discharged the
members of the Board of Directors and the President and Chief Executive
Officer from liability for the financial year 2019 and adopted the
Remuneration Policy for the Company's governing bodies. In addition, the
AGM adopted the following resolutions:
Dividend
The AGM resolved that no dividend is paid for the financial year 2019.
Composition of the Board of Directors, Board committees and Board
remuneration
The AGM resolved to elect nine 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, Søren Skou, Carla
Smits-Nusteling and Kari Stadigh. In addition, Thomas Dannenfeldt 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
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, Edward Kozel and Elizabeth Nelson as
members of the Audit Committee. Bruce Brown was elected as Chair and
Elizabeth Nelson, 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 Sari Baldauf, 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 Annual General Meeting in 2021 remain
at their current level and be the following: 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 Deloitte Oy as the auditor for Nokia for the financial
year 2021. In addition, the AGM resolved that the auditor elected for
2021 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 October 7, 2021 and it terminated the
corresponding repurchase authorization granted by the Annual General
Meeting on May 21, 2019.
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
October 7, 2021 and it terminated the corresponding authorization
granted by the Annual General Meeting on May 21, 2019. The authorization
terminated also 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.
A shareholder's proposal for amending the Articles of Association of the
Company
The AGM resolved, in accordance with the recommendation of the Board, to
reject the shareholder's proposal on an amendment of the Articles of
Association of the Company.
Speeches and minutes of the Annual General Meeting
The pre-recorded speeches by the outgoing Chair of the Board, Risto
Siilasmaa, and the President and CEO, Rajeev Suri, are available on the
Company's website
https://www.globenewswire.com/Tracker?data=I9kci1_f-x66mAT_uszhMu2EB1iOgSlQHWLV84HFM-v2VQzBHgXFcebwPgTdVemXT2oYBMDZ3WxdKUJXSFayh93p8_1dfdaAjnjhu9-74Ro=
www.nokia.com/agm. The minutes of the AGM will be available on the same
website later today.
Media Inquiries:
Nokia Communications
Tel. +358 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 40 803 4080
Email: investor.relations@nokia.com
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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.
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)
expectations 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 our 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 them.
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; 31) risks related to undersea infrastructure;
and 32) the impact of the COVID-19 virus on the global economy and
financial markets as well as our customers, supply chain, product
development, service delivery, other operations and our financial, tax,
pension and other assets, as well as the risk factors specified in our
2019 annual report on Form 20-F published on March 5, 2020 under
"Operating and financial review and prospects-Risk factors" as
supplemented by the form 6-K published on April 30, 2020 under the
header "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
May 27, 2020 09:15 ET (13:15 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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