Nokia announced today that its Board of Directors (the "Board") has
resolved to convene the Annual General Meeting on June 16, 2016 and
that the Board and its committees submit the following proposals to
the Annual General Meeting:
- Proposal to pay an ordinary dividend of EUR 0.16 per share for
2015 and a special dividend of EUR 0.10 per share;
- Proposal on the Board composition;
- Proposal to increase the Board remuneration;
- Proposal to authorize the Board to repurchase company's
shares;
- Proposal to authorize the Board to issue shares; and
- Proposals on the re-election of the auditor and the auditor's
remuneration.
Proposal on the payment of dividend
As announced earlier, the Board proposes to the Annual General
Meeting that an ordinary dividend of EUR 0.16 per share be paid for
the financial year 2015. In addition the Board proposes that in
line with the capital structure optimization program announced on
October 29, 2015 a special dividend of EUR 0.10 per share be paid.
The ex-dividend date would be at New York Stock Exchange on June
16, 2016 and at Nasdaq Helsinki and Euronext Paris on June 17,
2016. The dividend record date would be on June 20, 2016 and the
aggregate dividend is expected be paid on or about July 5,
2016.
Proposal on the Board composition
Jouko Karvinen and Simon Jiang have informed that they will no
longer be available for re-election to the Board after the Annual
General Meeting.
The Board's Corporate Governance and Nomination Committee
proposes to the Annual General Meeting that the number of Board
members be nine (9) and that the following current Board members be
re-elected as members of the Nokia Board of Directors for a term
ending at the close of the Annual General Meeting 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 and a non-executive
director and investor, be elected as a new member to the Nokia
Board of Directors for the same term.
Additional information on the Board candidates will be available
in the Committee proposal which will be published simultaneously
with the notice to the Annual General Meeting.
The Corporate Governance and Nomination Committee will further
propose at the assembly meeting of the new Board taking place after
the Annual General Meeting on June 16, 2016 that Risto Siilasmaa be
elected as the Chair of the Board and Olivier Piou as the Vice
Chair of the Board, subject to their election to the Board of
Directors.
Proposal to increase the Board remuneration
In determining the proposed Board remuneration, the objective of
the Board's Corporate Governance and Nomination Committee is for
Nokia to be able to compete for the top-of-the-class Board
competence in order to maximize the value creation for the
shareholders. Therefore, it is the practice of the Committee to
review and compare the total remuneration levels and their criteria
paid in other global companies with net sales, geographical
coverage and complexity of business comparable to that of Nokia's.
Following the completion of the combination with Alcatel Lucent,
Nokia's presence in North America has increased significantly,
which emphasizes the need to ensure that the company can recruit
best-in-class directors from the region. Based on director
compensation statistics, Nokia's current Board remuneration is not
competitive against the levels paid by companies based in North
America. The remuneration increase proposed below is not meant to
raise the Board remuneration to North American levels, but rather,
it is meant to partially bridge the gap between the current
remuneration level and the North American level.
The Committee proposes to the Annual General Meeting that the
annual fee payable to the Board members elected at the Annual
General Meeting 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 annual fee of the Chair of the
Board. In addition, the Committee proposes that a meeting fee be
paid to all other members except the Chair of the Board, based on
travel required between the Board member's home location and the
location of a Board or Committee 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. Combined,
the annual fee and the meeting fee would partially bridge the
competitive gap between Nokia's Board remuneration and comparable
North American remuneration levels.
Further, the Committee proposes that in line with Nokia's
Corporate Governance Guidelines approximately 40 per cent of the
annual fee be paid in Nokia shares either purchased from the market
or alternatively by using treasury shares held by the company. 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). The proposed meeting fee would be
paid in cash.
Proposal to authorize the Board to repurchase company's
shares
The Board proposes that the Annual General Meeting authorize the
Board to resolve to repurchase a maximum of 575 million Nokia
shares. The proposed amount represents less than 10 per cent of the
total number of Nokia shares. 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 in
deviation of the shareholders' pre-emptive rights in such
marketplaces which allow companies to trade in their own shares, or
alternatively, through a tender offer made to all shareholders on
equal terms.
The authorization would be effective until December 16, 2017 and
terminate the authorization granted by the Annual General Meeting
on May 5, 2015.
In line with the capital structure optimization program
announced in 2015, the Board plans to repurchase the shares under a
two-year, EUR 1.5 billion share repurchase program, subject to
being granted authorization by the Annual General Meeting.
Proposal to authorize the Board to issue shares
The Board also 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 in one or more issues. The Board proposes that it may issue
either new shares or treasury shares held by the company. The Board
proposes the authorization to 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. The proposed 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
in deviation from shareholders' pre-emptive rights.
The authorization would be effective until December 16, 2017 and
terminate the authorization granted by the Annual General Meeting
on May 5, 2015. The proposed authorization would not terminate the
authorization granted to the Board by the Extraordinary General
Meeting on December 2, 2015.
Proposals on re-election of the auditor and the auditor's
remuneration
The Board's Audit Committee proposes to the Annual General
Meeting that PricewaterhouseCoopers Oy be re-elected as the
company's auditor, and that the auditor be reimbursed based on the
invoice and in compliance with the purchase policy approved by the
Audit Committee.
The notice to the Annual General Meeting and the complete
proposals by the Board and its committees to the Annual General
Meeting will be available on Nokia's website at
www.nokia.com/agm.
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
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) expectations, plans or
benefits related to our strategies and growth management; B)
expectations, plans, remuneration or benefits related to changes in
our management, Board of Directors and other leadership,
operational structure and operating model, including the expected
characteristics, business, organizational structure, management and
operations following the acquisition of Alcatel Lucent; C)
expectations and targets regarding financial performance, results,
dividend payments and payment dates, 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; D) expectations regarding
restructurings, investments, uses of proceeds from transactions,
the issuance or repurchases of shares, 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 E) 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 optimize our capital structure as planned and
re-establish our investment grade credit rating or otherwise
improve our credit ratings; 3) uncertainty related to the amount
and timing of dividends and equity return we are able to distribute
to shareholders for each financial period, including the proposed
ordinary dividend of EUR 0.16 per share for the fiscal year 2015
and the special dividend of EUR 0.10 per share; 4) our ability to
manage and improve our financial and operating performance, cost
savings, competitiveness and synergy benefits after the acquisition
of Alcatel Lucent, 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#2005448
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