Notice of the Annual General Meeting of Nokia
CorporationNokia Corporation Stock Exchange ReleaseApril 4,
2017 at 09:00 (CET +1)
Notice is given to the shareholders of Nokia Corporation (the
"Company") of the Annual General Meeting to be held on Tuesday, May
23, 2017 at 2:00 p.m. at Helsinki Messukeskus, Messuaukio 1,
Helsinki, Finland. The reception of persons who have registered for
the Meeting will commence at 12:30 p.m.
- Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following
matters will be considered:
- Opening of the Meeting
- Matters of order for the Meeting
- Election of the persons to confirm the minutes and to verify
the counting of votes
- Recording the legal convening of the Meeting and
quorum
- Recording the attendance at the Meeting and adoption of the
list of votes
- Presentation of the Annual Accounts, the review by the Board
of Directors and the auditor's report for the year 2016
- Review by the President and CEO
- Adoption of the Annual Accounts
- Resolution on the use of the profit shown on the balance
sheet and the payment of dividend
The Board proposes to the Annual General Meeting
that an ordinary dividend of EUR 0.17 per share be paid for the
fiscal year 2016. The dividend would be paid to shareholders
registered in the Register of Shareholders of the Company on the
record date of the dividend payment, May 26, 2017. The Board
proposes that the dividend will be paid on or about June 9, 2017.
The actual dividend pay date outside Finland will be determined by
the practices of the intermediary banks transferring the dividend
payments.
- Resolution on the discharge of the members of the
Board of Directors and the President and CEO from
liability
- Resolution on the remuneration to the members of the Board
of Directors
The Board's Corporate Governance and Nomination
Committee proposes to the Annual General Meeting that the annual
fee payable to the Board members elected at the same meeting for a
term ending at the Annual General Meeting in 2018 remains on the
following levels: 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 Committee proposes that the Chair of
the Audit Committee and the Chair of the Personnel Committee will
each receive an additional annual fee of EUR 30 000 and other
members of the Audit Committee an additional annual fee of EUR 15
000 each. The Committee further proposes that a meeting fee for
Board and Committee meetings be paid to all the other Board
members, except the Chair of the Board, based on travel required
between the Board member's home location and the location of a
meeting. The meeting fee would be paid for a maximum of seven
meetings per term and be paid as follows: EUR 5 000 per meeting
requiring intercontinental travel and EUR 2 000 per meeting
requiring continental travel.
The Corporate Governance and Nomination
Committee proposes that approximately 40 per cent of the annual fee
be paid in Nokia shares purchased from the market, or alternatively
by using treasury shares held by the Company. The meeting fee would
be paid in cash. In line with the current Nokia policy, 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 (the net amount received after deducting those
shares needed to offset any costs relating to the acquisition of
the shares, including taxes).
- Resolution on the number of members of the Board
of Directors
The Board's Corporate Governance and Nomination
Committee proposes to the Annual General Meeting that the number of
Board members be ten (10).
- Election of members of the Board of
Directors
The Board's Corporate Governance and Nomination
Committee proposes to the Annual General Meeting that the following
current Nokia Board members be re-elected as members of the Board
for a term ending at the close of the Annual General Meeting in
2018: Bruce Brown, Louis R. Hughes, Jean C. Monty, Elizabeth
Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and
Kari Stadigh. In addition, the Committee proposes that Jeanette
Horan, who is a former executive of IBM and Edward Kozel, who is an
independent consultant and an investor, be elected as new members
of the Board of Directors for the same term.
- Resolution on the remuneration of the
Auditor
The Board's Audit Committee proposes to the
Annual General Meeting that the auditor to be elected at the Annual
General Meeting be reimbursed based on the invoice of the auditor
and in compliance with the purchase policy approved by the Audit
Committee.
- Election of Auditor
The Board's Audit Committee proposes to the
Annual General Meeting that PricewaterhouseCoopers Oy be re-elected
as the auditor of the Company for the fiscal year 2017.
- Authorization to the Board of Directors to
resolve to repurchase the Company's own shares
The Board proposes that the Annual General
Meeting authorize the Board to resolve to repurchase a maximum of
560 million Nokia shares by using funds in the unrestricted equity.
Repurchases will reduce funds available for distribution of
profits. The shares may be repurchased in order to optimize the
capital structure of the Company and are expected to be cancelled.
In addition, shares may be repurchased in order to meet obligations
arising from debt financial instruments that are exchangeable into
equity instruments, to settle equity-based incentive plans for
employees of Nokia Group or of its associated companies, or to be
transferred for other purposes such as financing or carrying out
acquisitions.
The shares may be repurchased either through a
tender offer made to all the shareholders on equal terms or in
another proportion than that of the shares held by current
shareholders (directed repurchase).
It is proposed that the authorization be
effective until November 23, 2018 and terminate the corresponding
authorization granted by the Annual General Meeting on June 16,
2016.
- Authorization to the Board of Directors to
resolve to issue shares and special rights entitling to
shares
The Board proposes that the Annual General
Meeting authorize the Board to resolve to issue a maximum of 560
million shares through issuance of shares or special rights
entitling to shares under Chapter 10, Section 1 of the Finnish
Limited Liability Companies Act in one or more issues during the
effective period of the authorization. The Board may issue either
new shares or treasury shares held by the Company.
The Board proposes that 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.
It is proposed that the authorization includes
the right for the Board to resolve on all the terms and conditions
of the issuance of shares and such special rights, including to
whom shares or special rights may be issued as well as the
consideration to be paid. The authorization thereby includes the
right to deviate from the shareholders' pre-emptive rights within
the limits set by law.
It is proposed that the authorization be
effective until November 23, 2018 and terminate the corresponding
authorization granted by the Annual General Meeting on June 16,
2016. The authorization does not terminate 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.
- Closing of the Meeting
- Documents of the Annual General Meeting
The proposals of the Board of Directors and its
Committees relating to the agenda of the Annual General Meeting as
well as this notice are available on the Company's website at
www.nokia.com/agm. The "Nokia in 2016" annual report, which
includes the Company's Annual Accounts, the review by the Board of
Directors and the auditor's report, is available on the
above-mentioned website. The proposals and the annual report will
also be available at the Meeting. Copies of these documents and of
this notice will be sent to shareholders upon request.
- Instructions for the participants in the Annual General
Meeting
- The right to participate and registration
Each shareholder, who on May 11, 2017 is
registered in the Register of Shareholders of the Company, has the
right to participate in the Annual General Meeting. A shareholder,
whose shares are registered on his/her Finnish book-entry account,
is automatically registered in the Register of Shareholders of the
Company. If you do not have a Finnish book-entry account see
section 4. Holders of Nominee registered shares.
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 May 16, 2017 at 4:00 p.m. (Finnish time) by which
time the registration needs to be received by the Company. Such
notice can be given:
- through the Company's website at www.nokia.com/agm;
b) by telephone to +358 20 770 6870
from Monday to Friday at 09:00 a.m. to 4:00 p.m. (Finnish time);
or
- by letter to the Register of Shareholders, Nokia Corporation,
P.O. Box 226, Fl-00045 NOKIA GROUP.
In connection with the registration, a
shareholder is required to notify his/her name, personal
identification number, address, telephone number, the name of a
possible assistant and the name and the personal identification
number of a possible proxy representative.
- Advance voting service
A shareholder, who has a Finnish book-entry
account, may vote in advance on certain items on the agenda of the
Annual General Meeting through the Company's website from April 4,
2017 until 4:00 p.m. (Finnish time) on May 16, 2017. Unless a
shareholder voting in advance will be present in person or by proxy
in the Meeting, he/she may not be able to exercise his/her right
under the Finnish Limited Liability Companies Act to request
information or a vote in the meeting and if decision proposals
regarding certain agenda item have changed after the beginning of
the advance voting period, his/her possibility to vote on such item
may be restricted. The conditions and other instructions relating
to the electronic advance voting may be found on the Company's
website www.nokia.com/agm.
The Finnish book-entry account number of the
shareholder is needed for voting in advance.
- Proxy representatives and powers of
attorney
A shareholder may participate in the Annual
General Meeting and exercise his/her rights at the Meeting by
proxy. A proxy representative shall produce a dated proxy document
or otherwise in a reliable manner demonstrate his/her right to
represent the shareholder at the Annual General Meeting. 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 Annual General Meeting.
Powers of attorney should be delivered in original to Nokia's
Register of Shareholders at the above mentioned address or via
email to agm@nokia.com before the last date for registration.
- Holders of nominee registered shares
A holder of nominee registered shares is advised
without delay to request from his/her custodian bank the necessary
instructions regarding registration in the Register of Shareholders
of the Company, issuing of proxy documents and registration for the
Annual General Meeting. The account management organization of the
custodian bank shall register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting, to
be entered in the temporary Register of Shareholder of the Company
at the latest on May 18, 2017 at 4:00 p.m. (Finnish time). Further
information on these matters can also be found on the Company's
website www.nokia.com/agm.
- Other instructions and information
On the date of this notice of the Annual General
Meeting the total number of shares in Nokia Corporation and votes
represented by such shares is 5 836 055 012.
Doors of the meeting venue will open at 12:30
p.m. The shareholders, their representatives and possible
assistants are required to prove their identity at the entrance.
The participants are kindly invited to the coffee reception before
the Meeting. The Meeting will be conducted primarily in Finnish,
and simultaneous translation will be available into Swedish and
English, and as necessary, into Finnish.
Pursuant to Chapter 5, Section 25 of the Finnish
Limited Liability 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.
March 29, 2017
BOARD OF DIRECTORS
About Nokia
Nokia is a global leader innovating the
technologies at the heart of our connected world. Powered by the
research and innovation of Nokia Bell Labs, we serve communications
service providers, governments, large enterprises and consumers,
with the industry's most complete, end-to-end portfolio of
products, services and licensing.
From the enabling infrastructure for 5G and the
Internet of Things, to emerging applications in virtual reality and
digital health, we are shaping the future of technology to
transform the human experience. www.nokia.com
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