Notice is given to the shareholders of Nokia Corporation (the
"Company") of the Annual General Meeting to be held on Thursday,
June 16, 2016 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.
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 the persons to confirm the
minutes and to verify the counting of votes
4. Recording the legal convening of the
Meeting and quorum
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
year 2015
- Review by the President and CEO
7. Adoption of the Annual Accounts
8. 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 0.16 per share be paid for the fiscal year
2015. In addition the Board proposes that in line with the capital
structure optimization program decided by the Board a special
dividend of EUR 0.10 per share be paid. The aggregate dividend
would be paid to shareholders registered in the Register of
Shareholders of the Company on the record date of the dividend
payment, June 20, 2016. The Board proposes that the dividend will
be paid on or about July 5, 2016.
9. Resolution on the discharge of the
members of the Board of Directors and the President and CEO from
liability
10. 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 2017 be increased to the following
levels: EUR 185 000 for the Vice Chair of the Board, EUR 160 000
for each Board member, EUR 30 000 for the Chair of the Audit
Committee and the Chair of the Personnel Committee as an additional
annual fee and EUR 15 000 for each member of the Audit Committee as
an additional annual fee. No increase is proposed to the EUR
440 000 annual fee of the Chair of the Board. In addition, the
Committee 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).
11. 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 nine (9).
12. Election of members of the Board of
Directors
Jouko Karvinen and Simon Jiang have informed that they will no
longer be available to serve on the Nokia Board of Directors after
the Annual General Meeting. Accordingly, 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 closing
of the Annual General Meeting in 2017: Vivek Badrinath, Bruce
Brown, Louis R. Hughes, Jean C. Monty, Elizabeth Nelson, Olivier
Piou, Risto Siilasmaa and Kari Stadigh. In addition, the Committee
proposes that Carla Smits-Nusteling, who is former Chief Financial
Officer of KPN, a non-executive director and investor, be elected
as a new member of the Board for the same term.
13. 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.
14. 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 2016.
15. 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 575 million Nokia
shares by using funds in the unrestricted shareholders' 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 finance or carry
out acquisitions or other arrangements, to settle the Company's
equity-based incentive plans, or to be transferred for other
purposes.
The shares may be repurchased either
- through a tender offer made to all the shareholders on equal
terms; or
- by repurchasing the shares in another proportion than that of
the current shareholders.
It is proposed that the authorization be effective until
December 16, 2017 and terminate the corresponding authorization
granted by the Annual General Meeting on May 5, 2015.
16. 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 1 150 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
December 16, 2017 and terminate the corresponding authorization
granted by the Annual General Meeting on May 5, 2015. 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.
17. Closing of the Meeting
B. 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/gm. The "Nokia in 2015" 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.
C. Instructions for the participants in the
Annual General Meeting
1. The right to participate and
registration
Each shareholder, who on June 6, 2016 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. A shareholder, who wishes to participate in the Annual
General Meeting, must register for the Meeting by giving prior
notice of attendance no later than on June 9, 2016 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 Company's website at www.nokia.com/gm;
- 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.
2. 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 21, 2016 until
4:00 p.m. (Finnish time) on June 9, 2016. 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/gm. The Finnish book-entry account number of the
shareholder is needed for voting in advance.
3. 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.
4. 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 June 13, 2016 at 4:00 p.m. (Finnish time). Further
information on these matters can also be found on the Company's
website www.nokia.com/gm.
5. Other instructions and information
On the date of this notice of the Annual General Meeting, April
21, 2016, the total number of shares in Nokia Corporation and votes
represented by such shares is 5 775 945 340.
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.
April 21, 2016
BOARD OF DIRECTORS About Nokia Nokia is a global leader
in the technologies that connect people and things. Powered by the
innovation of Bell Labs and Nokia Technologies, the company is at
the forefront of creating and licensing the technologies that are
increasingly at the heart of our connected lives.
With state-of-the-art software, hardware and services for any
type of network, Nokia is uniquely positioned to help communication
service providers, governments, and large enterprises deliver on
the promise of 5G, the Cloud and the Internet of Things.
www.nokia.com
Media Enquiries Nokia Communications Tel. +358 (0) 10 448
4900 Email: press.services@nokia.com
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