Nokia Corporation Notice Of The Annual General Meeting Of Nokia Corporation

 
TIDMNOKIA 
 
   Nokia Corporation 
 
   Stock Exchange Release 
 
   March 28, 2018 at 9:30 (CET +1) 
 
   Notice of the Annual General Meeting of Nokia Corporation 
 
   Notice is given to the shareholders of Nokia Corporation (the "Company") 
of the Annual General Meeting to be held on Wednesday, May 30, 2018 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 a person to confirm the minutes and a person 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 2017 
 
   - 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 0.19 per share be paid for the fiscal year 2017. The 
dividend would be paid to shareholders registered in the Register of 
Shareholders of the Company on the record date of the dividend payment, 
June 1, 2018. The Board proposes that the dividend will 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. 
 
   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 close of 
the Annual General Meeting in 2019 remains at current level: 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 Committee 
proposes that the Chair of the Audit Committee and the Chair of the 
Personnel Committee will each receive an additional annual fee of EUR 30 
000 and other members of the Audit Committee an additional annual fee of 
EUR 15 000 each. 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. 
 
   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 ten (10). 
 
 
   12. Election of members of the Board of Directors 
 
   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. 
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 close of the Annual General Meeting in 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. 
 
   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 2018. 
 
   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 550 million Nokia shares by using 
funds in the unrestricted 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 meet 
obligations arising from debt financial instruments that are 
exchangeable into equity instruments, to settle equity-based incentive 
plans for employees of Nokia Group 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). 
 
   It is proposed that the authorization be effective until November 30, 
2019 and terminate the corresponding authorization granted by the Annual 
General Meeting on May 23, 2017. 
 
   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 550 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 November 30, 
2019 and terminate the corresponding authorization granted by the Annual 
General Meeting on May 23, 2017. 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/agm. The "Nokia in 
2017" 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 May 18, 2018 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. If you do not have a Finnish book-entry 
account see section 4. Holders of Nominee registered shares. 
 

   A shareholder, with a Finnish book-entry account, who wishes to 
participate in the Annual General Meeting, must register for the Meeting 
by giving prior notice of attendance no later than on May 23, 2018 at 
4:00 p.m. (Finnish time) by which time the registration needs to be 
received by the Company. Such notice can be given: 
 
   a) through the Company's website at www.nokia.com/agm; 
 
   b) by telephone to [phone] from Monday to Friday at 09:00 a.m. 
to 4:00 p.m. (Finnish time); or 
 
   c) 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 March 28, 2018 until 4:00 p.m. (Finnish time) on 
May 23, 2018. 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/agm. 
 
   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 
[e-mail] 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 May 25, 2018 at 4:00 p.m. 
(Finnish time). Further information on these matters can also be found 
on the Company's website www.nokia.com/agm. 
 
   5. Other instructions and information 
 
   On the date of this notice of the Annual General Meeting the total 
number of shares in Nokia Corporation and votes represented by such 
shares is 5 631 506 659. 
 
   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. Coffee will be served 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. 
 
   March 26, 2018 
 
   BOARD OF DIRECTORS 
 
   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 
 

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March 28, 2018 02:30 ET (06:30 GMT)

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