Nokia CorporationStock Exchange ReleaseMay 23, 2017 at
18:15 (CET +1)
Resolutions of the Nokia Annual General Meeting 2017
Espoo, Finland -The Annual General Meeting ("AGM") of Nokia
Corporation was held on May 23, 2017 and adopted the following
resolutions:
Dividend
The AGM resolved to distribute a dividend of EUR 0.17 per share
for the financial year 2016. The ex-dividend date is on May 23,
2017 at New York Stock Exchange and on May 24, 2017 at Nasdaq
Helsinki and Euronext Paris. The dividend record date is on May 26,
2017 and the dividend is expected 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.
Members of the Board of Directors and Board Committees
elected
The AGM resolved to elect ten 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 2018: Bruce Brown, Louis Hughes, Jean Monty, Elizabeth
Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and
Kari Stadigh. In addition, Jeanette Horan and Edward Kozel were
elected as new members of the Board for the same term. The
qualifications and career experience of the elected Board members
are available at
http://www.nokia.com/en_int/investors/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 committees. Elizabeth Nelson was elected as Chair and
Jeanette Horan, Louis Hughes, Edward Kozel 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 2018: 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
annual 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). The meeting fee
will be paid in cash.
Other resolutions of the Annual General Meeting
The AGM re-elected PricewaterhouseCoopers Oy as the auditor for
Nokia for the fiscal year 2017.
The AGM authorized the Board to resolve to repurchase a maximum
of 560 million Nokia shares. The shares may be repurchased under
the proposed authorization in order to optimize the capital
structure of the Company and the Board expects them 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 the Company's
equity-based incentive plans, or to be transferred for other
purposes. The authorization is effective until November 23, 2018
and it terminated the corresponding repurchase authorization
granted by the Annual General Meeting on June 16, 2016.
The AGM also resolved to authorize the Board to issue a maximum
of 560 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
November 23, 2018 and it terminated the corresponding authorization
granted by the Annual General Meeting on June 16, 2016. 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.
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; B) expectations,
plans or benefits related to our strategies and growth management;
C) expectations, plans or benefits related to future performance of
our businesses; D) expectations, plans or benefits related to
changes in organizational and operational structure; E)
expectations regarding market developments, general economic
conditions and structural changes; F) expectations and targets
regarding financial performance, results, operating expenses,
taxes, currency exchange rates, hedging, 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; G) expectations, plans or benefits
related to any future collaboration or to the business
collaboration agreement and the patent license agreement between
Nokia and Apple announced on May 23, 2017, including income to be
received under any collaboration or partnership or agreement; H)
timing of the deliveries of our products and services; I)
expectations and targets regarding collaboration and partnering
arrangements, joint ventures or the creation of joint ventures,
including the creation of the new Nokia Shanghai Bell joint venture
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; 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 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 these 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 and correctly
identify and successfully pursue business opportunities or growth;
2) our ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the acquisition of Alcatel Lucent, and
our ability to implement our organizational and operational
structure efficiently; 3) general economic and market conditions
and other developments in the economies where we operate; 4)
competition and 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; 5) our dependence on the development of the industries in
which we operate, including the cyclicality and variability of the
information technology and telecommunications industries; 6) 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; 7) our ability to manage and
improve our financial and operating performance, cost savings,
competitiveness and synergies after the acquisition of Alcatel
Lucent; 8) our dependence on a limited number of customers and
large multi-year agreements; 9) exchange rate fluctuations, as well
as hedging activities; 10) Nokia Technologies' ability to protect
its IPR and to maintain and establish new sources of patent
licensing income and IPR-related revenues, particularly in the
smartphone market; 11) our ability to successfully realize the
expectations, plans or benefits related to any future collaboration
or to the business collaboration agreement and the patent license
agreement between Nokia and Apple announced on May 23, 2017,
including income to be received under any collaboration or
partnership or agreement; 12) 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; 13) 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; 14) our ability to identify and remediate material
weaknesses in our internal control over financial reporting; 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; 17) Nokia Technologies' ability to generate net sales and
profitability through licensing of the Nokia brand, particularly in
digital media and digital health, and the development and sales of
products and services, as well as other business ventures which may
not materialize as planned; 18) our exposure to various legislative
frameworks and jurisdictions that regulate fraud and enforce
economic trade sanctions and policies, and the possibility of
proceedings or investigations that result in fines, penalties or
sanctions; 19) adverse developments with respect to customer
financing or extended payment terms we provide to customers; 20)
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; 21) our actual or anticipated
performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 22) our ability to retain, motivate,
develop and recruit appropriately skilled employees; 23)
disruptions to our manufacturing, service creation, delivery,
logistics and supply chain processes, and the risks related to our
geographically-concentrated production sites; 24) the impact of
litigation, arbitration, agreement-related disputes or product
liability allegations associated with our business; 25) our ability
to optimize our capital structure as planned and re-establish our
investment grade credit rating or otherwise improve our credit
ratings; 26) our ability to achieve targeted benefits from or
successfully achieve the required administrative, legal, regulatory
and other conditions and implement planned transactions, including
the creation of the new Nokia Shanghai Bell joint venture, as well
as the liabilities related thereto; 27) our involvement in joint
ventures and jointly-managed companies; 28) the carrying amount of
our goodwill may not be recoverable; 29) uncertainty related to the
amount of dividends and equity return we are able to distribute to
shareholders for each financial period; 30) pension costs, employee
fund-related costs, and healthcare costs; and 31) risks related to
undersea infrastructure, as well as the risk factors specified on
pages 67 to 85 of our 2016 annual report on Form 20-F under
"Operating and financial review and prospects-Risk factors" and in
our 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.
About Nokia
We create the technology to connect the 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
Media Enquiries:Nokia CommunicationsTel. +358 (0) 10
448 4900Email: press.services@nokia.com
Investor Enquiries: Nokia Investor Relations
Tel. +358 4080 3 4080 Email: investor.relations@nokia.com
Nokia (NYSE:NOK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Nokia (NYSE:NOK)
Historical Stock Chart
From Apr 2023 to Apr 2024