Notice of the Annual General Meeting of Nokia Corporation
Nokia CorporationStock Exchange Release8 February 2024 at 12:00
EET
Notice of the Annual General Meeting of Nokia
CorporationNotice is given to the shareholders of
Nokia Corporation (“Nokia” or the “Company”) of the Annual General
Meeting to be held on Wednesday, 3 April 2024 at 13:00 EEST at
Messukeskus, Helsinki Expo and Convention Centre, Messuaukio 1,
Helsinki, Finland.
The reception of persons who have registered for the Meeting and
the distribution of voting tickets will commence at 12:00 noon
EEST.
Shareholders can also exercise their voting rights by voting in
advance. Instructions for advance voting are presented in this
notice under section C.
Shareholders may follow the Annual General Meeting through a
webcast. Following the webcast is not considered participation or
exercise of shareholders’ rights in the Meeting. Instructions
regarding the webcast are available in this notice under section C.
and later on the Company’s website www.nokia.com/agm2024.
A. Matters on the agenda of the Annual General
Meeting
At the Annual General Meeting, the following matters will be
considered:
1. Opening of the Meeting
2. Matters of order for the Meeting
3. Election of a person to confirm the minutes and a
person to verify the counting of votes
4. Recording the legal convening of the
Meeting
5. Recording the attendance at the Meeting and adoption
of the list of votes
6. Presentation of the Annual Accounts, the review by
the Board of Directors and the auditor’s report for the financial
year 2023
- Review by the President and CEO
7. Adoption of the Annual Accounts
8. Resolution on the use of profit shown on the balance
sheet and authorization of the Board of Directors to decide on the
distribution of dividend and assets from the reserve for invested
unrestricted equity
The Board of Directors proposes to the Annual General Meeting
that based on the balance sheet to be adopted for the financial
year ended on 31 December 2023, no dividend is distributed by a
resolution of the Annual General Meeting. Instead, the Board
proposes to be authorized to decide on the distribution of an
aggregate maximum of EUR 0.13 per share as dividend from the
retained earnings and/or as assets from the reserve for invested
unrestricted equity.
The authorization would be used to distribute dividend and/or
assets from the reserve for invested unrestricted equity in four
installments during the period of validity of the authorization
unless the Board of Directors decides otherwise for a justified
reason. The authorization would be valid until the opening of the
next Annual General Meeting. The Board would make separate
resolutions on the amount and timing of each distribution of the
dividend and/or assets from the reserve for invested unrestricted
equity so that the preliminary record and payment dates will be as
set out below. The Company shall make a separate announcement of
each such Board resolution.
Preliminary record dates |
Preliminary payment dates |
23 April
2024 |
3 May 2024 |
23 July 2024 |
1 August
2024 |
22 October
2024 |
31 October
2024 |
4 February
2025 |
13 February
2025 |
Each installment based on the resolution of the Board of
Directors will be paid to a shareholder registered in the Company’s
shareholders’ register maintained by Euroclear Finland Oy on the
record date of the payment.
9. Resolution on the discharge of the members of the
Board of Directors and the President and CEO from liability for the
financial year 2023
10. Presentation and adoption of the Remuneration
Report
The Remuneration Report 2023 will be available on the Company’s
website at www.nokia.com/agm2024 on week 9 of 2024. The
Remuneration Report is presented to the AGM and adopted through an
advisory resolution.
11. Presentation and adoption of the Remuneration
Policy
The Board of Directors proposes that the Annual General Meeting
shall adopt the updated Remuneration Policy. The updated
Remuneration Policy is available on the Company’s website at
www.nokia.com/agm2024 as of today and published as an attachment to
this notice. The Remuneration Policy is adopted through an advisory
resolution.
12. Resolution on the remuneration to the members of the
Board of Directors
On the recommendation of the Corporate Governance and Nomination
Committee, the Board proposes to the Annual General Meeting that
the annual fees payable to the Board members for a term ending at
the close of the next Annual General Meeting are kept at the
current levels:
- EUR 440 000 for the Chair of the Board;
- EUR 210 000 for the Vice Chair of the Board;
- EUR 185 000 for each member of the Board;
- EUR 30 000 each for the Chairs of the Audit Committee and the
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 Board has resolved to establish a Strategy Committee to
support the management in terms of strategy work and to act as a
preparatory body for the Board. Consequently, on the recommendation
of the Corporate Governance and Nomination Committee, the Board
proposes to the Annual General Meeting that for the Committee’s
first term commencing from the Annual General Meeting and ending at
the close of the next Annual General Meeting:
- EUR 20 000 be paid for the Chair of the Strategy Committee and
EUR 10 000 be paid for each member of the Strategy Committee as an
additional annual fee.
The Board proposes that approximately 40% of the annual fee be
paid in Nokia shares either purchased from the market on behalf of
the Board members or alternatively delivered as treasury shares
held by the Company. The rest of the annual fee would be paid in
cash to cover taxes arising from the remuneration. The directors
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.
In addition, the Board proposes that the meeting fees for Board
and Committee meetings remain at their current level. The meeting
fees are based on travel required between the Board member’s home
location and the location of a meeting and paid for a maximum of
seven meetings per term as follows:
- EUR 5 000 per meeting requiring intercontinental travel;
and
- EUR 2 000 per meeting requiring continental travel.
Moreover, it is proposed that members of the Board of Directors
shall be compensated for travel and accommodation expenses as well
as other costs directly related to Board and Board Committee work.
The meeting fees, travel expenses and other expenses would be paid
in cash.
13. Resolution on the number of members of the Board of
Directors
On the recommendation of the Corporate Governance and Nomination
Committee, the Board proposes to the Annual General Meeting that
the number of Board members be ten (10). However, should any number
of the candidates proposed by the Board not be able to attend the
Board, the proposed number of Board members shall be decreased
accordingly.
14. Election of members of the Board of
Directors
On the recommendation of the Corporate Governance and Nomination
Committee, the Board proposes to the Annual General Meeting that
for a term until the close of the next Annual General Meeting, the
following persons are elected as Board members in an individual
election, enabling shareholders to vote separately on each
individual Board member candidate:
1) Timo Ahopelto (current member);
2) Sari Baldauf (current member,
Chair);
3) Elizabeth Crain (current member);
4) Thomas Dannenfeldt (current
member);
5) Lisa Hook (current member);
6) Michael McNamara (new member
candidate);
7) Thomas Saueressig (current
member);
8) Søren Skou (current member, Vice
Chair);
9) Carla Smits-Nusteling (current
member); and
10) Kai Öistämö (current member).
The biographical details of all Board member candidates are
presented on the Company’s website www.nokia.com/agm2024.
The Corporate Governance and Nomination Committee has assessed
that the proposed Board members enable the efficient functioning of
the Board and are qualified both collectively and individually
based on their skills, experience and other personal qualities,
taking into account the diversity principles established by the
Board and the current and future needs of the Company.
All proposed Board members have given their consent to being
elected as members of the Board of Directors and been determined to
be independent of Nokia and its significant shareholders under the
Finnish Corporate Governance Code and the rules of the New York
Stock Exchange, as applicable.
The Corporate Governance and Nomination Committee intends to
propose in the assembly meeting of the new Board of Directors to be
held after the Annual General Meeting that Sari Baldauf be
re-elected as Chair of the Board and Søren Skou as Vice Chair of
the Board, subject to their election to the Board of Directors.
15. Resolution on the remuneration of the
auditor
On the recommendation of the Audit Committee, the Board of
Directors proposes to the Annual General Meeting that the auditor
to be elected for the financial year 2025 be reimbursed based on
the invoice of the auditor and in compliance with the purchase
policy approved by the Audit Committee.
16. Election of auditor for the financial year
2025
The Board of Directors proposes to the Annual General Meeting
that the shareholders would elect the auditor for the financial
year commencing next after the election. On the recommendation of
the Audit Committee, the Board of Directors proposes to the Annual
General Meeting that Deloitte Oy be re-elected as the auditor of
the Company for the financial year 2025.
Deloitte Oy has informed the Company that the auditor in charge
would be Authorized Public Accountant Jukka Vattulainen.
17. Resolution on the remuneration of the sustainability
reporting assurer
Nokia will publish a Sustainability Report for the first time as
part of the Board Review in its Financial Statements 2024. Pursuant
to the Finnish Limited Liability Companies Act (“Finnish Companies
Act”), Chapter 7, Section 6 a, the Annual General Meeting shall
elect the assurer of the sustainability reporting. Such assurance
may be carried out by an Authorized Sustainability Auditor or an
Authorized Sustainability Audit Firm as laid down by the Auditing
Act. On the recommendation of the Audit Committee, the Board of
Directors proposes to the Annual General Meeting that the assurer
of the sustainability reporting elected for each financial year
2024 and 2025 be reimbursed based on the invoice and in compliance
with the purchase policy approved by the Audit Committee.
18. Election of the sustainability reporting assurer for
the financial years 2024–2025
The Board of Directors proposes to the Annual General Meeting
that in accordance with the Finnish Companies Act, Chapter 7,
Section 6 a, the shareholders would elect the assurer carrying out
the assurance of the sustainability reporting of the Company, for
the financial year of the election and the financial year
commencing next after the election. Therefore, on the
recommendation of the Audit Committee, the Board of Directors
proposes to the Annual General Meeting that Authorized
Sustainability Audit Firm Deloitte Oy be elected as the
sustainability reporting assurer for the financial years 2024 and
2025.
Deloitte Oy has informed the Company that in the event it is
elected, the key sustainability partner for the financial year 2024
will be Authorized Public Accountant (KHT) and Authorized
Sustainability Auditor (KRT) Marika Nevalainen; and for the
financial year 2025 Authorized Public Accountant (KHT) and
Authorized Sustainability Auditor (KRT) Jukka Vattulainen.
19. Authorization to the Board of Directors to resolve
to repurchase the Company’s own shares
The Board of Directors proposes that the Annual General Meeting
authorize the Board of Directors to resolve to repurchase a maximum
of 530 million shares, which corresponds to less than 10 percent of
the Company’s total number of shares. The repurchases under the
authorization are proposed to be carried out by using funds in the
unrestricted equity, as resolved by the Board of Directors, which
means that the repurchases will reduce the distributable funds of
the Company.
The price paid for the shares under the authorization shall be
based on the market price of Nokia share on the securities markets
on the date of the repurchase or a price otherwise formed in a
competitive process. Shares may be repurchased to be cancelled,
held to be reissued, transferred further or for other purposes
resolved by the Board of Directors. The Company may enter into
derivative, share lending or other arrangements customary in
capital market practice. The shares may be repurchased otherwise
than in proportion to the shares held by the shareholders (directed
repurchase). The Board shall resolve on all other matters related
to the repurchase of Nokia shares.
It is proposed that the authorization be effective until 2
October 2025 and terminate the authorization for repurchasing the
Company’s shares granted by the Annual General Meeting on 4 April
2023 to the extent that the Board has not previously resolved to
repurchase shares based on such authorization.
20. Authorization to the Board of Directors to resolve
to issue shares and special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting
authorize the Board of Directors to resolve to issue in total a
maximum of 530 million shares through issuance of shares or special
rights entitling to shares under Chapter 10, Section 1 of the
Finnish Companies Act in one or more issues during the effective
period of the authorization. The Board of Directors may issue
either new shares or treasury shares held by the Company. The
proposed maximum amount corresponds to less than 10 percent of the
Company’s total number of shares.
Shares and special rights entitling to shares may be issued in
deviation from the shareholders’ pre-emptive rights within the
limits set by law. 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 of Directors. The Board of Directors shall
resolve on all terms and conditions of the issuance of shares and
special rights entitling to shares under Chapter 10, Section 1 of
the Finnish Companies Act.
It is proposed that the authorization be effective until 2
October 2025 and terminate the authorization for issuance of shares
and special rights entitling to shares resolved at the Annual
General Meeting on 4 April 2023.
21. Amendments to the Articles of
Association
The Board of Directors proposes to the Annual General Meeting
that the Articles of Association of the Company be amended as set
out below.
Article 2 – Object
The Board proposes to amend the object of the Company to reflect
its current business.
Article 7 – Auditors
The Finnish Patent and Registration Office is the authority that
currently oversees and approves auditors. The Board proposes to
amend Article 7 by updating the reference to the current authority.
From the fiscal year 2024 onwards, Nokia will need to appoint a
sustainability reporting assurer following the implementation of
the Corporate Sustainability Reporting Directive. It is proposed to
amend Article 7 by adding a mention of this obligation.
Article 9 – General Meeting
The Finnish Companies Act has been amended to enable limited
liability companies to hold hybrid and virtual general meetings.
The Board proposes that Article 9 be amended to also include such a
virtual general meeting format as an option in line with the
amended Companies Act and the Finnish market practice. Given that
shareholders’ rights are equally secured in all meeting formats
under the Finnish Companies Act, the amendment would create
appropriate flexibility for arranging a general meeting, including
in times of extraordinary circumstances, such as pandemics and
restrictions on physical gatherings. It would enable the Company to
choose the meeting format in the best interest of its shareholders
while always securing their rights. The proposed change would not
preclude arranging general meetings as in-person format and the
Company does not intend to hold its general meetings virtually
until reliable automated shareholder identification methods exist
for the Company’s global shareholder base. With the proposed
change, the Company would, however, be prepared for all meeting
formats in extraordinary circumstances.
Article 12 – Matters to be considered at the Annual General
Meeting
The Board proposes to amend Article 12 by stating that in
accordance with the Finnish Companies Act, the Annual General
Meeting shall decide, in addition to the items currently listed, on
the adoption of the of the remuneration report and when necessary,
on the adoption of the remuneration policy. The Board also proposes
to amend Article 12 by adding a reference to the remuneration of
the sustainability reporting assurer and by adding a requirement to
elect a sustainability reporting assurer. The numbering of current
items 6–9 of Article 12 would be adjusted accordingly.
The current and proposed new wording under each proposed
amendment to the Articles of Association are available on the
Company’s website at www.nokia.com/agm2024.
22. Closing of the Meeting
B. Documents of the Annual General Meeting
This notice and all the proposals by the Board of Directors
relating to the agenda of the Meeting, including the updated
Remuneration Policy, are available on the Company’s website at
www.nokia.com/agm2024. The Remuneration Report as well as the
“Nokia in 2023” annual report, which includes the Company’s Annual
Accounts, the review by the Board of Directors and the auditor’s
report, are available on the above-mentioned website on week 9 of
2024. The proposals by the Board of Directors and all other meeting
documents will be available also at the Meeting. The minutes of the
Annual General Meeting will be available on the Company’s
above-mentioned website at latest on 17 April 2024.
C. Instructions for the participants of the Annual
General Meeting
1. The right to participate and
registration
Each shareholder who is registered on the record date of the
meeting on 20 March 2024, in the register of shareholders of the
Company maintained by Euroclear Finland Oy, has the right to
participate in the Annual General Meeting 2024. A shareholder,
whose shares are registered on their Finnish book-entry account or
equity savings account, is automatically registered in the register
of shareholders of the Company. The shareholders who do not have a
Finnish book-entry account, please refer to the section 4. Holders
of nominee-registered shares or the section 5. Holders of American
Depositary Receipts (ADR) for further instructions.
The registration period for the Annual General Meeting commences
on 21 February 2024 at 10:00 EET. A shareholder, with a Finnish
book-entry account, who wishes to participate in the Annual General
Meeting, must register for the Meeting by giving prior notice of
attendance no later than on 25 March 2024 at 16:00 EET by which
time the registration needs to be received by the Company. Such
notice of registration can be given:
a) through the Company's website at
www.nokia.com/agm2024Registration by natural persons requires
strong electronic authentication. In connection with the online
registration the shareholder may also authorize a proxy
representative and vote in advance. Registration by legal persons
as shareholders requires them to provide the business
identification code and the number of their Finnish book-entry
account. For further information, please refer to the section 3.
Proxy representatives and powers of attorney.
b) by letter to Nokia Corporation, Register of
Shareholders, P.O. Box 226, Fl-00045 NOKIA GROUP; or
c) by telephone to +358 20 770 6870 from Monday
to Friday at 09:00 to 16:00 (Finnish time).
In connection with the registration, a shareholder is required
to notify their name, personal identification number / birth date
or the relevant business identification code, address, telephone
number, the name of a possible assistant and the name and the
personal identification number/birth date of a possible proxy
representative.
2. Advance voting
Shareholders with a Finnish book-entry account or equity savings
account may vote in advance on certain items on the agenda of the
Annual General Meeting through the Company's website at
www.nokia.com/agm2024, either in connection with their registration
or separately.
The advance voting will open on 21 February 2024 at 10:00 EET
and end on 25 March 2024 at 16:00 EET.
For natural persons, voting in advance requires strong
electronic authentication through personal online banking
credentials or a mobile certificate.
Legal entities voting in advance requires them to provide the
business identification code and the number of their Finnish
book-entry account. In case a legal entity uses the electronic
Suomi.fi authorization service, strong electronic authentication of
the authorized individual is required either with personal online
banking credentials or a mobile certificate. For further
information, please refer to the section 3. Proxy representatives
and powers of attorney.
A proposal subject to advance voting is considered to have been
presented unchanged at the Annual General Meeting.
Shareholders who have voted in advance who wish to exercise
their right to ask questions, demand a vote at the Annual General
Meeting or vote on a possible counterproposal under the Finnish
Companies Act must participate in the Annual General Meeting at the
meeting venue in person or by way of proxy representation.
Further instructions relating to the advance voting will be
later available on the Company's website at
www.nokia.com/agm2024.
For holders of nominee-registered shares, please note that the
advance voting is carried out via the account manager of their
custodian. The account manager may cast advance votes on behalf of
the holders of nominee-registered shares that they represent in
accordance with the voting instructions provided by the holders of
nominee-registered shares during the registration period for the
nominee-registered shares.
3. Proxy representatives and powers of
attorney
A shareholder may participate in the Annual General Meeting by
proxy. A proxy representative shall produce a dated proxy
authorization document or otherwise in a reliable manner
demonstrate their right to represent the shareholder. Should a
shareholder participate in the Meeting by means of several proxy
representatives representing the shareholder with shares in
different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in
connection with the registration for the Meeting.
Proxy authorization documents should be delivered by email to
agm@nokia.com or by letter to Nokia Corporation, Register of
Shareholders, P.O. Box 226, Fl-00045 NOKIA GROUP at the latest by
25 March 2024 at 16:00 EET. In case the proxy document is sent as a
copy, we kindly ask the authorized person to present the original
document at the meeting venue. In addition to the delivery of proxy
documents the shareholder or their proxy shall separately register
for the Annual General Meeting.
A template for the proxy document is available on the company’s
website at www.nokia.com/agm2024.
Shareholders may also use the electronic Suomi.fi authorization
service instead of the traditional proxy authorization document. In
this case, the shareholder authorizes a representative in the
Suomi.fi service by using the mandate theme “Representation at the
General Meeting”. More information available at
www.suomi.fi/e-authorizations.
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to
participate in the Annual General Meeting by virtue of such shares,
based on which they on the record date of the Annual General
Meeting, i.e. on 20 March 2024, would be entitled to be registered
in the shareholders’ register of the company held by Euroclear
Finland Oy. The right to participate in the Meeting requires, in
addition, that the shareholder on the basis of such shares has been
registered into the temporary shareholders’ register held by
Euroclear Finland Oy at the latest by 27 March 2024 by 14:00 EET.
As regards nominee-registered shares this constitutes due
registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request
without delay necessary instructions regarding the temporary
registration in the shareholders’ register of the Company, the
issuing of proxy authorization documents and registration for the
Annual General Meeting from their custodian bank.
The account manager of the custodian bank shall temporarily
register a holder of nominee-registered shares, who wants to
participate in the Annual General Meeting, into the shareholders’
register of the Company, and if necessary, arrange advance voting
on behalf of the holder of nominee-registered shares in accordance
with their voting instructions at latest by the time stated above,
27 March 2024 at 14:00 EET.
For the sake of clarity, it is noted that holders of
nominee-registered shares cannot register for the AGM on the
Company’s website, but they must be registered by their custodians
instead. Further information on these matters can also be found on
the company’s website www.nokia.com/agm2024.
5. Holders of American Depositary Receipts
(ADR)
A holder of American Depositary Shares (ADR) intending to vote
at the Meeting shall without delay notify the Depositary Bank of
Nokia, Citibank, N.A., of their intention and shall comply with the
instructions provided by Citibank, N.A.
6. Other instructions and information
Information on the General Meeting required by the Finnish
Companies Act and the Securities Markets Act is available on the
Company’s website www.nokia.com/agm2024. Pursuant to Chapter 5,
Section 25 of the Finnish Companies Act, a shareholder who has
given prior notice of attendance and is present at the Annual
General Meeting has the right to request information with respect
to the matters to be considered at the Meeting.
The shareholders, their representatives and possible assistants
are required to prove their identity at the entrance. The personal
data collected will only be used in connection with the identity
authentications and necessary registrations at the Annual General
Meeting and related to it. For more information, please refer to
the privacy statement of the Annual General Meeting on the
Company’s aforementioned website.
The meeting venue can be easily reached by public transportation
connections. The shareholders are asked to note that parking is
subject to a charge at the Messukeskus parking areas.
The Meeting will be conducted primarily in Finnish, and
simultaneous translation will be available into English and
Swedish, and as necessary, into Finnish.
Shareholders may follow the meeting via a webcast and submit
written questions on the agenda items during the AGM through the
webcast platform. Following the webcast is not considered
participation or exercise of shareholders’ rights in the Meeting.
No questions asked through the webcast are deemed to be presented
pursuant to Chapter 5, Section 25 of the Finnish Companies Act. The
written questions may be considered in the Annual General Meeting
in connection with each agenda item to the extent deemed
appropriate by the Chair of the meeting. More information on
following the webcast will be later available on the Company’s
website at www.nokia.com/agm2024.
Changes in the number of shares held after the record date of
the Annual General Meeting shall not have an effect on the right to
participate in the Meeting nor on the number of votes held by a
shareholder in the Meeting.
On the date of this notice of the Annual General Meeting the
total number of shares in Nokia Corporation is
5 613 496 565, representing the same number of
votes.
8 February 2024
Nokia Corporation
BOARD OF DIRECTORS
About NokiaAt Nokia, we create technology that
helps the world act together.
As a B2B technology innovation leader, we are pioneering
networks that sense, think and act by leveraging our work across
mobile, fixed and cloud networks. In addition, we create value with
intellectual property and long-term research, led by the
award-winning Nokia Bell Labs.
Service providers, enterprises and partners worldwide trust
Nokia to deliver secure, reliable and sustainable networks today –
and work with us to create the digital services and applications of
the future.
Inquiries:
Nokia CommunicationsPhone: +358 10 448 4900Email:
press.services@nokia.comKaisa Antikainen, Global Head of Public
Relations
NokiaInvestor RelationsPhone: +358 40 803 4080Email:
investor.relations@nokia.com
- Nokia_Remuneration_Policy
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