Nokia Corporation Nokia Board Of Directors Resolved To Convene The Annual General Meeting 2018, Dividend Of Eur 0.19 Per Shar...

 
TIDMNOKIA 
 
   Nokia Corporation 
 
   Stock Exchange Release 
 
   March 27, 2018 at 9:30 (CET +1) 
 
   Nokia Board of Directors resolved to convene the Annual General Meeting 
2018, dividend of EUR 0.19 per share proposed for 2017 
 
   Espoo, Finland - Nokia announced today that its Board of Directors (the 
"Board") has resolved to convene the Annual General Meeting on May 30, 
2018. The notice of the Annual General Meeting and the complete 
proposals by the Board and its committees to the Annual General Meeting 
are scheduled to be available on Nokia's website on or about March 28, 
2018. 
 
   The Board and its committees will submit the following proposals to the 
Annual General Meeting: 
 
 
   -- Proposal to pay a dividend of EUR 0.19 per share for 2017; 
 
   -- Proposals on the Board composition; 
 
   -- Proposals on the Board remuneration; 
 
   -- Proposal to authorize the Board to repurchase the 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 a dividend of EUR 0.19 per share be paid for the financial year 
2017. The ex-dividend date would be on May 31, 2018. The dividend record 
date would be on June 1, 2018 and the dividend is expected be paid on or 
about June 13, 2018. The actual dividend pay date outside Finland will 
be determined by the practices of the intermediary banks transferring 
the dividend payments. 
 
   Proposal on the Board composition 
 
   Jean C. Monty has informed that he will no longer be available to serve 
on the Nokia Board of Directors 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 ten (10) 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 2019: Bruce Brown, Jeanette Horan, Louis R. Hughes, 
Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla 
Smits-Nusteling and Kari Stadigh. 
 
   In addition, the Committee proposes that Sari Baldauf, who is a 
non-executive director, be elected as a member of the 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 May 30, 2018 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 on the Board remuneration, Board plans to establish a 
Technology Committee following the Annual General Meeting 
 
   With regard to the Board remuneration, the Corporate Governance and 
Nomination Committee proposes that the annual fee payable to the Board 
members elected at the same meeting for a term ending at the Annual 
General Meeting in 2019 remains on the following levels: 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, EUR 30 000 each 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. 
 
   In addition, the Board has informed the Corporate Governance and 
Nomination Committee that it is planning to establish a Technology 
Committee following the Annual General Meeting. Accordingly, the 
Corporate Governance and Nomination Committee proposes to the Annual 
General Meeting that EUR 20 000 is payable to the Chair of the 
Technology Committee as an additional annual fee subject to the Board 
establishing the Committee. The fee is payable from the establishment of 
the Committee until the close of the Annual General Meeting in 2019. 
 
   The Committee also 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 remain on the following levels: 
EUR 5 000 per meeting requiring intercontinental travel and EUR 2 000 
per meeting requiring continental travel. Furthermore, the Committee 
also proposes that members of the Board of Directors shall be 
compensated for travel and accommodation expenses as well as other costs 
directly related to Board and Committee work. 
 
   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, travel and accommodation expenses as well as other 
costs directly related to Board and Committee work 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 550 million Nokia shares by using 
funds in the unrestricted equity. 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 meet obligations arising from debt financial instruments 
that are exchangeable into equity instruments, to settle equity-based 
incentive plans for employees of Nokia or of its associated companies, 
or to be transferred for other purposes such as financing or carrying 
out acquisitions. The shares may be repurchased either through a tender 
offer made to all the shareholders on equal terms or in another 
proportion than that of the shares held by current shareholders 
(directed repurchase). 
 
   The authorization would be effective until November 30, 2019 and 
terminate the authorization granted by the Annual General Meeting on May 
23, 2017. 
 
   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 550 million shares through 
issuance of shares or special rights entitling to shares in one or more 
issues. The proposed amount represents less than 10 per cent of the 
total number of Nokia shares. The Board proposes that it may issue 
either new shares or treasury shares held by the company. In addition, 
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 November 30, 2019 and 
terminate the authorization granted by the Annual General Meeting on May 
23, 2017. 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. 
 
   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. 
 
   Nokia is enabling the infrastructure for 5G and the Internet of Things, 
and shaping the future of technology to transform the human experience. 
www.nokia.com 
 
   Media Inquiries: 
 
   Nokia 
 
   Communications 
 
   Tel. [phone] 
 
   Email: [e-mail] 
 
   Minna Aila, Vice President, Corporate Affairs 
 
   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 acquired 
businesses into our operations and achieve the targeted business plans 
and benefits, including targeted benefits, synergies, cost savings and 
efficiencies; 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 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; 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; 
and L) statements preceded by or including "believe", "expect", 
"anticipate", "foresee", "sees", "target", "estimate", "designed", "aim", 
"plans", "intends", "focus", "continue", "project", "should", "is to", 
"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 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 and other 
developments in the economies where we operate; 3) uncertainty related 
to the amount of dividends and equity return we are able to distribute 
to shareholders for each financial period, as well as the risk factors 
specified on pages 71 to 89 of our 2017 annual report on Form 20-F 
published on March 22, 2018 under "Operating and financial review and 
prospects-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. 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: NOKIA via Globenewswire 
 
 
  http://www.nokia.com/en_int 
 

(END) Dow Jones Newswires

March 27, 2018 02:31 ET (06:31 GMT)

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