The Annual General Meeting ("AGM") of Nokia Corporation was held on
June 16, 2016 and adopted the following resolutions:
Dividend The AGM resolved to distribute an ordinary
dividend of EUR 0.16 per share for financial year 2015. In addition
the AGM resolved to distribute a special dividend of EUR 0.10 per
share. The ex-dividend date is at New York Stock Exchange on June
16, 2016 and at Nasdaq Helsinki and Euronext Paris on June 17,
2016. The dividend record date is on June 20, 2016 and the
aggregate dividend is expected be paid on or about July 5,
2016.
Members of the Board of Directors and Board's Committees
elected The AGM resolved to elect nine members to the Board of
Directors of Nokia ("Board"). The following members of the Board
were re-elected for a term ending at the close 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. Carla Smits-Nusteling was elected as
new member of the Board for the same term. The résumés of the
elected Board members are available at
http://company.nokia.com/en/about-us/corporate-governance/board-of-directors/meet-the-board.
In an assembly meeting that took place after the AGM, the Board
elected Risto Siilasmaa as Chair of the Board, and Olivier Piou as
Vice Chair of the Board.
The Board also elected the members of the Board's committees.
Elizabeth Nelson was elected as Chair and Vivek Badrinath, Louis
Hughes and Carla Smits-Nusteling as members of the Audit Committee.
Bruce Brown was elected as Chair and Jean Monty, Olivier Piou and
Kari Stadigh as members of the Personnel Committee. Risto Siilasmaa
was elected as Chair and Bruce Brown, Olivier Piou and Kari Stadigh
as members of the Corporate Governance and Nomination
Committee.
The AGM resolved the following annual fees to be paid to the
members of the Board for the term ending at the Annual General
Meeting in 2017: 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 AGM resolved that the Chairs of the Audit
Committee and the Personnel Committee will each be paid 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 AGM also
resolved to pay a meeting fee of EUR 5 000 per meeting requiring
intercontinental travel and EUR 2 000 per meeting requiring
continental travel for Board and Committee meetings to all the
other Board members except the Chair of the Board. The meeting fee
would be paid for a maximum of seven meetings per term.
In addition, the AGM also resolved, in line with company's
Corporate Governance Guidelines, that approximately 40% of the
remuneration will be paid in Nokia shares purchased from the
market, or alternatively by using treasury shares held by the
Company. The Board members 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).
Other resolutions of the Annual General Meeting The AGM
re-elected PricewaterhouseCoopers Oy as the auditor for Nokia for
the fiscal year 2016.
The AGM authorized the Board to resolve to repurchase a maximum
of 575 million Nokia shares. The shares may be repurchased under
the proposed authorization in order to optimize the capital
structure of the Company, 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 authorization
is effective until December 16, 2017 and it terminated the
corresponding repurchase authorization granted by the Annual
General Meeting on May 5, 2015.
The AGM also resolved to authorize the Board to issue a maximum
of 1 150 million shares through issuance of shares or special
rights entitling to shares in one or more issues. 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. Under the authorization,
the Board may issue new shares or shares held by the Company. The
authorization includes the right for the Board to resolve on all
the terms and conditions of the issuance of shares and special
rights entitling to shares, including issuance of shares or special
rights in deviation from the shareholders' pre-emptive rights
within the limits set by law. The authorization is effective until
December 16, 2017 and it terminated the corresponding authorization
granted by the Annual General Meeting on May 5, 2015. The
authorization did 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.
About Nokia Nokia is a global leader in the technologies
that connect people and things. Powered by the innovation of Nokia
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
ENQUIRIES
Media Enquiries: Nokia Communications Tel. +358 (0) 10
448 4900 Email: press.services@nokia.com
Investor Enquiries: Nokia Investor Relations Tel. +358
4080 3 4080 Email: investor.relations@nokia.com
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, including,
without limitation, those regarding: A) our ability to integrate
Alcatel Lucent into our operations and achieve the targeted
business plans and benefits, including targeted synergies in
relation to the acquisition of Alcatel Lucent announced on April
15, 2015 and closed in early 2016; B) our ability to squeeze out
the remaining Alcatel Lucent shareholders in a timely manner or at
all to achieve full ownership of Alcatel Lucent; C) expectations,
plans or benefits related to our strategies and growth management;
D) expectations, plans or benefits related to future performance of
our businesses; E) expectations, plans or benefits related to
changes in our management and other leadership, operational
structure and operating model, including the expected
characteristics, business, organizational structure, management and
operations following the acquisition of Alcatel Lucent; F)
expectations regarding market developments, general economic
conditions and structural changes; G) expectations and targets
regarding financial performance, results, operating expenses,
taxes, cost savings and competitiveness, as well as results of
operations including targeted synergies and those related to market
share, prices, net sales, income and margins; H) timing of the
deliveries of our products and services; I) expectations and
targets regarding collaboration and partnering arrangements, 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, 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, divestments
and acquisitions; and L) statements preceded by or including
"believe," "expect," "anticipate," "foresee," "sees," "target,"
"estimate," "designed," "aim," "plans," "intends," "focus,"
"continue," "project," "should," "will" or similar expressions.
These statements are based on the management's best assumptions and
beliefs in light of the information currently available to it.
Because they involve risks and uncertainties, actual results may
differ materially from the results that we currently expect.
Factors, including risks and uncertainties, that could cause such
differences include, but are not limited to: 1) our ability to
execute our strategy, sustain or improve the operational and
financial performance of our business or correctly identify or
successfully pursue business opportunities or growth; 2) our
ability to achieve the anticipated business and operational
benefits and synergies from the Alcatel Lucent transaction,
including our ability to integrate Alcatel Lucent into our
operations and within the timeframe targeted, and our ability to
implement our organization and operational structure efficiently;
3) our ability to complete the purchases of the remaining
outstanding Alcatel Lucent securities and realize the benefits of
the public exchange offer for all outstanding Alcatel Lucent
securities; 4) our dependence on general economic and market
conditions and other developments in the economies where we
operate; 5) our dependence on the development of the industries in
which we operate, including the cyclicality and variability of the
telecommunications industry; 6) our 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; 7) our ability to
effectively and profitably compete and invest in new competitive
high-quality products, services, upgrades and technologies and
bring them to market in a timely manner; 8) our dependence on a
limited number of customers and large multi-year agreements; 9)
Nokia Technologies' ability to maintain and establish new sources
of patent licensing income and IPR-related revenues, particularly
in the smartphone market; 10) 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; 11) 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; 12) our reliance on
third-party solutions for data storage and the distribution of
products and services, which expose us to risks relating to
security, regulation and cybersecurity breaches; 13) Nokia
Technologies' ability to generate net sales and profitability
through licensing of the Nokia brand, the development and sales of
products and services, as well as other business ventures which may
not materialize as planned; 14) our exposure to legislative
frameworks and jurisdictions that regulate fraud, economic trade
sanctions and policies, and Alcatel Lucent's previous and current
involvement in anti-corruption allegations; 15) 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; 16) our actual or anticipated performance, among
other factors, which could reduce our ability to utilize deferred
tax assets; 17) our ability to retain, motivate, develop and
recruit appropriately skilled employees; 18) our ability to manage
our manufacturing, service creation, delivery, logistics and supply
chain processes, and the risk related to our geographically
concentrated production sites; 19) the impact of unfavorable
outcome of litigation, arbitration, agreement-related disputes or
allegations of product liability associated with our businesses;
20) exchange rate fluctuations; 21) inefficiencies, breaches,
malfunctions or disruptions of information technology systems; 22)
our ability to optimize our capital structure as planned and
re-establish our investment grade credit rating or otherwise
improve our credit ratings; 23) uncertainty related to the amount
of dividends and equity return we are able to distribute to
shareholders for each financial period; 24) our ability to achieve
targeted benefits from or successfully implement planned
transactions, as well as the liabilities related thereto; 25) our
involvement in joint ventures and jointly-managed companies; 26)
performance failures by our partners or failure to agree to
partnering arrangements with third parties; 27) our ability to
manage and improve our financial and operating performance, cost
savings, competitiveness and synergy benefits after the acquisition
of Alcatel Lucent; 28) adverse developments with respect to
customer financing or extended payment terms we provide to
customers; 29) the carrying amount of our goodwill may not be
recoverable; 30) risks related to undersea infrastructure; 31)
unexpected liabilities with respect to pension plans, insurance
matters and employees; and 32) unexpected liabilities or issues
with respect to the acquisition of Alcatel Lucent, including
pension, postretirement, health and life insurance and other
employee liabilities or higher than expected transaction costs as
well as the risk factors specified on pages 69 to 87 of our annual
report on Form 20-F filed on April 1, 2016 under "Operating and
financial review and prospects-Risk factors", as well as in Nokia's
other filings 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.
HUG#2021298
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