TIDMNOKIA
Nokia Corporation
Stock Exchange Release
February 4, 2021 at 13:00 (CET +1)
Proposals of the Board of Directors to Nokia Corporation's Annual
General Meeting 2021
Nokia Corporation's Annual General Meeting will be held on April 8, 2021
at 15:00 EET at the Company's headquarters, Karakaari 7, Espoo, Finland,
under extraordinary measures pursuant to the temporary legislation,
which entered into force on October 3, 2020 to prevent the spread of the
Covid-19 pandemic.
Participation and exercise of shareholder rights in the Meeting will be
possible only by voting in advance and by submitting counterproposals
and asking questions in advance. It is not possible for the shareholders
or their proxy representatives to participate at the meeting venue in
person, but the event including the confirmation of the vote result as
well as speeches from the Chair of the Board and the President and CEO
can be followed through a web stream.
The Board submits the following proposals to the Annual General Meeting.
Complete proposals are available as of today on www.nokia.com/agm. The
notice of the Annual General Meeting with more detailed information on
the participation and voting will be published separately at a later
date on the company's website and by a stock exchange release.
Distribution of dividend for the financial year 2020
The Board of Directors proposes to the Annual General Meeting that no
dividend be paid based on the balance sheet to be adopted for the
financial year ended on December 31, 2020.
Board composition and remuneration
Elizabeth Nelson has informed that she will no longer be available to
serve on the Nokia Board of Directors after the Annual General Meeting.
Consequently, the Board proposes, on the recommendation of the Board's
Corporate Governance and Nomination Committee, that the following eight
current Board members be re-elected as members of the Nokia Board of
Directors for a 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 Corporate Governance and Nomination Committee will also propose in
the assembly meeting of the new Board of Directors on April 8, 2021 that
Sari Baldauf be re-elected as Chair of the Board and Kari Stadigh as
Vice Chair of the Board, subject to their election to the Board of
Directors.
All candidates for the Board of Directors are presented on the Company's
website www.nokia.com/agm.
In addition, the Board proposes on the recommendation of the Corporate
Governance and Nomination Committee to introduce additional annual fees
to be paid to the members of the Personnel Committee and Technology
Committee in addition to the Committee Chairs.
Other remuneration payable to the Board members would remain unchanged
and no additional annual fee is proposed to be paid to the members of
the Corporate Governance and Nomination Committee or the Chair of the
Board for her service in any of the Board Committees.
Consequently, on the recommendation of the Board's Corporate Governance
and Nomination Committee, in line with the Company's Remuneration Policy
presented to and supported by the Annual General Meeting 2020, the Board
of Directors proposes to the Annual General Meeting that the annual fee
payable for a term ending at the close of the next Annual General
Meeting be 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.
In addition, it is proposed that the meeting fees for Board and Board
Committee meetings payable to all the other Board members, except for
the Chair of the Board, remain at current level. These meeting fees
based on travel required between the Board member's home location and
the location of a meeting would be paid for a maximum of seven meetings
per term and be structured as follows:
-- EUR 5 000 per meeting requiring intercontinental travel; and
-- EUR 2 000 per meeting requiring continental travel.
Furthermore, the Board also proposes 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.
It is proposed that approximately 40% 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, travel expenses and other
expenses would be paid in cash.
Auditor election and remuneration
Since 2019 the Board of Directors has proposed to the Annual General
Meeting that the shareholders would elect the auditor for the financial
year commencing next after the election. Therefore, on the
recommendation of the Board's 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 2022.
It is also proposed that the elected auditor for the financial year 2022
be reimbursed based on the invoice of the auditor and in compliance with
the purchase policy approved by the Audit Committee.
Authorization to the Board to issue shares and repurchase company's
shares
In line with previous years, the Board proposes that the Annual General
Meeting authorize the Board to resolve to issue in total a maximum of
550 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. 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, to settle the
Company's equity-based incentive plans or for other purposes resolved by
the Board.
Also, in line with previous years, the Board proposes that the Board be
authorized to resolve to repurchase a maximum of 550 million shares. The
repurchases would reduce distributable funds of the Company. The shares
may be repurchased otherwise than in proportion to the shares held by
the shareholders (directed repurchase). Shares may be repurchased to be
cancelled, held to be reissued, transferred further or for other
purposes resolved by the Board.
550 million shares correspond to less than 10 per cent of the Company's
total number of shares.
The Board shall resolve on all other matters related to the issuance or
repurchase of Nokia shares in accordance with the resolution by the
Annual General Meeting. It is proposed that both authorizations be
effective until October 7, 2022 and terminate the earlier authorizations
resolved at the Annual General Meeting on May 27, 2020.
Other matters to be addressed by the Annual General Meeting
Furthermore, the Annual General Meeting would also address adopting the
Company's financial statements for the financial year 2020, discharging
the members of the Board of Directors and the President and Chief
Executive Officers from liability for the financial year 2020 and
adopting, in an advisory vote, the Remuneration Report for the Company's
governing bodies.
The Remuneration Report for 2020 as well as the "Nokia in 2020" annual
report, which includes the Company's Annual Accounts, the review by the
Board of Directors and the auditor's report, are expected to be
published and available on www.nokia.com/agm in week 9 of 2021. The
Remuneration Report for 2020 will be published by a stock exchange
release as well.
About Nokia
We create the critical networks and technologies to bring together the
world's intelligence, across businesses, cities, supply chains and
societies.
With our commitment to innovation and technology leadership, driven by
the award-winning Nokia Bell Labs, we deliver networks at the limits of
science across mobile, infrastructure, cloud, and enabling technologies.
Adhering to the highest standards of integrity and security, we help
build the capabilities we need for a more productive, sustainable and
inclusive world.
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
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 (including the expected impact,
timing and duration of that impact of COVID-19 on our businesses, our
supply chain and our customers' businesses) and any 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; 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, ReefShark and
increased digitalization; M) expectations regarding our customers'
future actions, including our customers' capital expenditure constraints
and our ability to satisfy customer's needs and retain their business;
and N) statements preceded by or including "believe", "expect",
"expectations", "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 and the possibility of our
customers awarding business to our competitors; 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 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 (if any) 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 scope and duration of the COVID-19
impact 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, and the
shape of the economic recovery following the pandemic 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
February 04, 2021 06:15 ET (11:15 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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