TIDMNOKIA
Nokia Corporation
Stock Exchange Release
February 18, 2021 at 9.00 (CET +1)
Nokia Board of Directors approved the Nokia equity program for 2021-2023
Espoo, Finland -- Nokia Board of Directors has approved the Company's
equity program for 2021-2023 (Program). The Program includes a new
share-based long-term incentive plan (LTI Plan) and an employee share
purchase plan (ESPP) under which awards may be granted until December
31, 2023.
Long-term Incentive Plan 2021-2023
Nokia seeks to recognise, reward and retain its most talented employees.
The long-term incentive plan intends to effectively contribute to the
long-term value creation and sustainability of the Company and align the
interests of the executives and employees with those of Nokia's
shareholders. Nokia's long-term incentive plan for 2021-2023 is a key
tool which supports these objectives. Under the LTI Plan the company may
grant eligible executives and other employees awards in the form of both
performance shares and restricted shares.
Awards under the LTI Plan may be granted between the date the plan is
approved and December 31, 2023 subject to applicable performance metrics
as well as performance and/or restriction periods of up to 36 months
depending on the award. Consequently, the restriction periods for the
last awards granted under the LTI Plan would end in 2026. Performance
metrics as well as weightings and targets for the selected metrics for
performance shares are set by the Board of Directors annually to ensure
they continue to support Nokia's long-term business strategy and
financial success. Further disclosure on annual implementation of the
LTI Plan is provided in the Company's annual report and website.
The potential maximum aggregate number of Nokia shares that may be
issued based on awards granted under the LTI plan in 2021, 2022 and 2023
is 350 million. Until the Nokia shares are delivered, the participants
will not have any shareholder rights, such as voting or dividend rights
associated with the performance or restricted shares. If the
participant's employment with Nokia terminates before the vesting date
of the award or a part of an award, the individual is not, as a main
rule, entitled to settlement based on the plan.
Employee Share Purchase Plan 2021-2023
The purpose of the ESPP is to encourage share ownership within the Nokia
employee population, increasing engagement and sense of ownership in the
company. Under the ESPP 2021-2023, subject to the Board commencing
annual plan cycles, the eligible employees may elect to make
contributions from their monthly net salary to purchase Nokia shares at
market value on pre-determined dates on a quarterly basis during the
applicable plan period. Nokia would deliver one matching share for every
two purchased shares that the participant still holds at the end of
applicable plan cycle. In addition, the participants may be offered free
shares subject to meeting certain conditions related to participation as
determined by the Board.
The maximum number of shares that can be issued under all plan cycles
commencing under the ESPP in 2021, 2022 and 2023 is 35 million.
Participants have immediate shareholder rights over all shares purchased
from the market. Until the matching or free Nokia shares are delivered,
the participants will not have any shareholder rights, such as voting or
dividend rights associated with the matching or free shares.
Dilution effect
As at December 31, 2020, the estimated aggregate maximum number of
shares that would be issued under Nokia's outstanding equity programs,
assuming the unvested performance shares would be delivered at maximum
level, represented approximately 1.87 per cent of Nokia's total number
of shares (excluding the treasury shares owned by Nokia Group).
This represents the net number of shares that would be issued, once
applicable estimated taxes are deducted from the gross value of the
awards.
The dilution impact of Nokia's outstanding equity programs, if maximum
performance was achieved, in addition to the net number of shares that
could be issued under the new LTI Plan and the ESPP as a result of
awards made in 2021, 2022 and 2023, would not exceed 5 per cent of
Nokia's current total number of shares (excluding the treasury shares
owned by Nokia Group).
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
Investor Enquiries:
Nokia Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com
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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 18, 2021 02:15 ET (07:15 GMT)
Copyright (c) 2021 Dow Jones & Company, Inc.
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