Nokia Board of Directors approves the Nokia Equity Program 2012
(Thomson Reuters ONE) -
Nokia Corporation
Stock Exchange Release
January 26, 2012 at 13.30 (CET +1)
Espoo, Finland - Nokia announced today that Nokia's Board of Directors has
approved the Nokia Equity Program 2012 consisting of Performance Shares,
dependent on the achievement of two independent financial performance criteria;
Restricted Shares, used together with Performance Shares; and Stock options,
used on a more limited basis.
As the transition of Nokia's business continues, the Nokia Equity Program 2012
will support the participants' focus and alignment with the company's strategy
and targets. The primary equity instruments for the executive employees are
performance shares and stock options. For directors below the executive level,
the primary equity instruments are performance shares and restricted shares.
Below the director level, performance shares and restricted shares are used on a
selective basis to ensure retention and recruitment of functional mastery and
other employees deemed critical to Nokia's future success.
Nokia's balanced approach and use of the performance-based plan in conjunction
with the restricted share plan as the main long-term incentive vehicles
effectively contribute to the long-term value creation and sustainability of the
company. They also ensure that the overall equity-based compensation is based on
performance while ensuring the recruitment and retention of talent vital to the
future success of Nokia.
Approximately 4 500 employees are expected to participate in the Nokia Equity
Program 2012.
Under the Performance Share Plan 2012, Nokia shares will be delivered provided
that the financial performance reaches at least one of the required threshold
levels measured by two independent performance criteria. The performance
criteria are average annual net sales and earnings per share for the
performance period. The threshold and maximum levels for the Performance Share
Plan 2012 are scheduled to be determined and disclosed during the first quarter
of 2012. No Performance Shares will be granted under the plan prior to that. The
Plan has a two-year performance period (2012-2013) and a subsequent one-year
restriction period. Accordingly, the amount of shares based on the financial
performance during the two-year period will vest after the third year. The grant
of Performance Shares in 2012 may result in an aggregate maximum payout of 36
million Nokia shares, should the maximum level for both performance criteria be
met.
The Restricted Share Plan 2012 has a three-year restriction period. The grant of
Restricted Shares in 2012 may result in an aggregate maximum payout of 14
million Nokia shares.
As part of the Nokia Equity Program 2012, stock options will be granted under
the Nokia Stock Option Plan 2011 approved by the Annual General Meeting 2011.
Stock options can be granted under the Stock Option Plan 2011 until the end of
2013 and they have a vesting period of 50 % of stock options vesting three years
after grant and the remaining 50 % vesting four years from grant. The planned
maximum number of stock options to be granted during 2012 is approximately 8.5
million.
As of December 31, 2011, the total maximum dilution effect of Nokia's equity
program currently outstanding, assuming that the performance shares would be
delivered at maximum level, is approximately 1.8 %. The potential maximum effect
of the Nokia Equity Program 2012, again assuming the delivery at maximum level,
would be approximately another 1.6 %.
Settlements under various Nokia equity plans
The performance period for the Performance Share Plan 2009 ended on December
31, 2011, and there will be no settlement to the participants under the plan as
the threshold performance criteria of EPS and Average Annual Net Sales Growth
were not met. To fulfill the Company's obligations under other, considerably
more limited equity incentive plans, Nokia's Board of Directors has resolved to
issue a total amount of 1 010 000 Nokia shares (NOK1V) held by the Company to
settle its commitment to approximately 400 participants, employees of the Nokia
Group.
About Nokia
Nokia is a global leader in mobile communications whose products have become an
integral part of the lives of people around the world. Every day, more than 1.3
billion people use their Nokia to capture and share experiences, access
information, find their way or simply to speak to one another. Nokia's
technological and design innovations have made its brand one of the most
recognized in the world. For more information, visit http://www.nokia.com/about-
nokia
FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not historical facts
are forward-looking statements, including, without limitation, those regarding:
A) the expected plans and benefits of our strategic partnership with Microsoft
to combine complementary assets and expertise to form a global mobile ecosystem
and to adopt Windows Phone as our primary smartphone platform; B) the timing and
expected benefits of our new strategy, including expected operational and
financial benefits and targets as well as changes in leadership and operational
structure; C) the timing of the deliveries of our products and services; D) our
ability to innovate, develop, execute and commercialize new technologies,
products and services; E) expectations regarding market developments and
structural changes; F) expectations and targets regarding our industry volumes,
market share, prices, net sales and margins of products and services; G)
expectations and targets regarding our operational priorities and results of
operations; H) expectations and targets regarding collaboration and partnering
arrangements; I) the outcome of pending and threatened litigation; J)
expectations regarding the successful completion of acquisitions or
restructurings on a timely basis and our ability to achieve the financial and
operational targets set in connection with any such acquisition or
restructuring; and K) statements preceded by "believe," "expect," "anticipate,"
"foresee," "target," "estimate," "designed," "plans," "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 that could cause these differences
include, but are not limited to: 1) our ability to succeed in creating a
competitive smartphone platform for high-quality differentiated winning
smartphones or in creating new sources of revenue through our partnership with
Microsoft; 2) the expected timing of the planned transition to Windows Phone as
our primary smartphone platform and the introduction of mobile products based on
that platform; 3) our ability to maintain the viability of our current Symbian
smartphone platform during the transition to Windows Phone as our primary
smartphone platform; 4) our ability to realize a return on our investment in
MeeGo and next generation devices, platforms and user experiences; 5) our
ability to build a competitive and profitable global ecosystem of sufficient
scale, attractiveness and value to all participants and to bring winning
smartphones to the market in a timely manner; 6) our ability to produce mobile
phones in a timely and cost efficient manner with differentiated hardware,
localized services and applications; 7) our ability to increase our speed of
innovation, product development and execution to bring new competitive
smartphones and mobile phones to the market in a timely manner; 8) our ability
to retain, motivate, develop and recruit appropriately skilled employees; 9) our
ability to implement our strategies, particularly our new mobile product
strategy; 10) the intensity of competition in the various markets where we do
business and our ability to maintain or improve our market position or respond
successfully to changes in the competitive environment; 11) our ability to
maintain and leverage our traditional strengths in the mobile product market if
we are unable to retain the loyalty of our mobile operator and distributor
customers and consumers as a result of the implementation of our new strategy or
other factors; 12) our success in collaboration and partnering arrangements with
third parties, including Microsoft; 13) the success, financial condition and
performance of our suppliers, collaboration partners and customers; 14) our
ability to source sufficient quantities of fully functional quality components,
subassemblies and software on a timely basis without interruption and on
favorable terms, including the disruption of production and/or deliveries from
any of our suppliers as a result of adverse conditions in the geographic areas
where they are located; 15) our ability to manage efficiently our manufacturing,
service creation, delivery and logistics without interruption; 16) our ability
to ensure the timely delivery of sufficient volumes of products that meet our
and our customers' and consumers' requirements and manage our inventory and
timely adapt our supply to meet changing demands for our products; 17) any
actual or even alleged defects or other quality, safety and security issues in
our products; 18) any actual or alleged loss, improper disclosure or leakage of
any personal or consumer data collected or made available to us or stored in or
through our products; 19) our ability to successfully manage costs, including
our ability to achieve targeted costs reductions and to effectively and timely
execute related restructuring measures, including personnel reductions; 20) our
ability to effectively and smoothly implement the new operational structure for
our businesses; 21) the development of the mobile and fixed communications
industry and general economic conditions globally and regionally; 22) exchange
rate fluctuations, including, in particular, fluctuations between the euro,
which is our reporting currency, and the US dollar, the Japanese yen and the
Chinese yuan, as well as certain other currencies; 23) our ability to protect
the technologies, which we or others develop or that we license, from claims
that we have infringed third parties' intellectual property rights, as well as
our unrestricted use on commercially acceptable terms of certain technologies in
our products and services; 24) our ability to protect numerous patented
standardized or proprietary technologies from third-party infringement or
actions to invalidate the intellectual property rights of these technologies;
25) the impact of changes in government policies, trade policies, laws or
regulations and economic or political turmoil in countries where our assets are
located and we do business; 26) any disruption to information technology systems
and networks that our operations rely on; 27) unfavorable outcome of
litigations; 28) allegations of possible health risks from electromagnetic
fields generated by base stations and mobile products and lawsuits related to
them, regardless of merit; 29) our ability to achieve targeted costs reductions
and increase profitability in Nokia Siemens Networks and to effectively and
timely execute related restructuring measures; 30) Nokia Siemens Networks'
ability to maintain or improve its market position or respond successfully to
changes in the competitive environment; 31) Nokia Siemens Networks' liquidity
and its ability to meet its working capital requirements; 32) whether Nokia
Siemens Networks is able to successfully integrate the acquired assets of
Motorola Solutions' networks business, retain existing customers of the acquired
business, cross-sell Nokia Siemens Networks' products and services to customers
of the acquired business and otherwise realize the expected synergies and
benefits of the acquisition; 33) Nokia Siemens Networks' ability to timely
introduce new products, services, upgrades and technologies; 34) Nokia Siemens
Networks' success in the telecommunications infrastructure services market and
Nokia Siemens Networks' ability to effectively and profitably adapt its business
and operations in a timely manner to the increasingly diverse service needs of
its customers; 35) developments under large, multi-year contracts or in relation
to major customers in the networks infrastructure and related services business;
36) the management of our customer financing exposure, particularly in the
networks infrastructure and related services business; 37) whether ongoing or
any additional governmental investigations into alleged violations of law by
some former employees of Siemens AG may involve and affect the carrier-related
assets and employees transferred by Siemens AG to Nokia Siemens Networks; 38)
any impairment of Nokia Siemens Networks customer relationships resulting from
ongoing or any additional governmental investigations involving the Siemens
carrier-related operations transferred to Nokia Siemens Networks; as well as the
risk factors specified on pages 12-39 of Nokia's annual report Form 20-F for the
year ended December 31, 2010 under Item 3D. "Risk Factors." Other unknown or
unpredictable factors or underlying assumptions subsequently proving to be
incorrect could cause actual results to differ materially from those in the
forward-looking statements. Nokia does 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.
Media and Investor Contacts:
Nokia
Communications
Tel. +358 7180 34900
Email: press.services(at)nokia.com
Investor Relations Europe
Tel. +358 7180 34927
Investor Relations US
Tel. +1 914 368 0555
www.nokia.com
This announcement is distributed by Thomson Reuters on behalf of
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: NOKIA via Thomson Reuters ONE
[HUG#1580379]
Unternehmensinformation / Kurzprofil:
Datum: 26.01.2012 - 12:36 Uhr
Sprache: Deutsch
News-ID 108186
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contact information:
Town:
Espoo
Kategorie:
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