Nokia Board of Directors convenes Annual General Meeting 2010
(Thomson Reuters ONE) - NOKIA / Nokia Board of Directors convenes Annual General Meeting 2010 processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement. Nokia CorporationStock Exchange ReleaseJanuary 28, 2010 at 13.20 (CET +1)Nokia Board of Directors convenes Annual General Meeting 2010Dividend of EUR 0.40 per share will be proposed for 2009, same as the dividendper share paid for 2008Espoo, Finland - Nokia announced today that its Board of Directors has resolvedto convene the Annual General Meeting on May 6, 2010 and that the Board and itsCommittees will submit the below proposals to the Annual General Meeting.- Proposal to pay a dividend of EUR 0.40 per share- Proposals on the Board composition and remuneration- Proposals to authorize the Board to repurchase and issue shares- Proposal to amend the Articles of Association- Proposal to re-elect the external auditorProposal to pay a dividendThe Board will propose to the Annual General Meeting that a dividend of EUR0.40 per share be paid for the fiscal year 2009. The dividend ex-date would beMay 7, 2010, the record date May 11, 2010 and the payment date on or about May25, 2010.Proposals on Board composition and remunerationGeorg Ehrnrooth, Nokia Board Audit Committee Chairman since 2007 and Boardmember since 2000, has informed that he will not stand for re-election. Mr.Ehrnrooth has been a member of the Audit Committee since 2000, a member of thePersonnel Committee in 2006 and a member of Corporate Governance and NominationCommittee since 2007.The Board's Corporate Governance and Nomination Committee will propose to theAnnual General Meeting that the number of Board members be ten, and that thefollowing current Nokia Board members be re-elected as members of the NokiaBoard of Directors for a term ending at the Annual General Meeting in 2011:Lalita D. Gupte, Dr. Bengt Holmstr?Prof. Dr. Henning Kagermann, Olli-PekkaKallasvuo, Per Karlsson, Isabel Marey-Semper, Jorma Ollila, Dame MarjorieScardino, Risto Siilasmaa and Keijo Suila. Additional information about theBoard member candidates will be available in the Committee proposal.As to the Board remuneration, the Corporate Governance and Nomination Committeewill propose that the annual fee payable to the Board members elected at theAnnual General Meeting on May 6, 2010 for a term ending at the Annual GeneralMeeting in 2011, be unchanged from 2008 and 2009 and be as follows: EUR 440 000for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for eachmember; for the Chairman of the Audit Committee and the Chairman of thePersonnel Committee an additional annual fee of EUR 25 000; and for each memberof the Audit Committee an additional annual fee of EUR 10 000. Further, theCorporate Governance and Nomination Committee will propose that, as in the past,approximately 40% of the remuneration be paid in Nokia Corporation sharespurchased from the market, which shares shall be retained until the end of theboard membership in line with the Nokia policy (except for those shares neededto offset any costs relating to the acquisition of the shares, including taxes).Proposals to authorize the Board to repurchase and issue sharesThe Board will propose that the Annual General Meeting authorize the Board toresolve to repurchase a maximum of 360 million Nokia shares. The proposedmaximum number of shares is the same as in the Board's current share repurchaseauthorization and it represents less than 10 % of all the shares of the Company.The shares may be repurchased in order to develop the capital structure of theCompany, finance or carry out acquisitions or other arrangements, settle theCompany's equity-based incentive plans, be transferred for other purposes, or becancelled. The shares may be repurchased either through a tender offer made toall shareholders on equal terms, or through public trading from the stockmarket. The authorization would be effective until June 30, 2011 and terminatethe current authorization granted by the Annual General Meeting on April23, 2009.The Board will also propose that the Annual General Meeting authorize the Boardto resolve to issue a maximum of 740 million shares through issuance of sharesor special rights entitling to shares in one or more issues. The Board proposesthat the authorization may be used to develop the Company's capital structure,diversify the shareholder base, finance or carry out acquisitions or otherarrangements, settle the Company's equity-based incentive plans, or for otherpurposes resolved by the Board. The proposed authorization includes the rightfor the Board to resolve on all the terms and conditions of the issuance ofshares and special rights entitling to shares, including issuance in deviationfrom the shareholders' pre-emptive rights. The authorization would be effectiveuntil June 30, 2013 and terminate the current authorization granted by theAnnual General Meeting on May 3, 2007.Other proposals to the Annual General Meeting 2010The Board will propose to the Annual General Meeting to amend the Articles ofAssociation so that the provision on the line of business of the Company wouldreflect more precisely its current business activities and that the provision onthe publication of the notice to the Annual General Meeting would be alignedwith the amendments to the Finnish Companies Act and it would allow thepublication of the notice in the same manner as the other official disclosuresof the Company.The Board's Audit Committee will propose to the Annual General Meeting thatPricewaterhouseCoopers Oy be re-elected as the Company's auditor, and that theauditor be reimbursed according to the invoice and in compliance with thepurchase policy approved by the Audit Committee.The complete proposals by the Board and its Committees to the Annual GeneralMeeting will be available on Nokia's website at www.nokia.com/agm as fromJanuary 29, 2010. The notice to the Annual General Meeting will be published onFebruary 1, 2010.FORWARD-LOOKING STATEMENTSIt should be noted that certain statements herein which are not historicalfacts, including, without limitation, those regarding: A) the timing of product,services and solution deliveries; B) our ability to develop, implement andcommercialize new products, services, solutions and technologies; C) our abilityto develop and grow our consumer Internet services business; D) expectationsregarding market developments and structural changes; E) expectations regardingour mobile device volumes, market share, prices and margins; F) expectations andtargets for our results of operations; G) the outcome of pending and threatenedlitigation; H) expectations regarding the successful completion of contemplatedacquisitions on a timely basis and our ability to achieve the set targets uponthe completion of such acquisitions; and I) statements preceded by "believe,""expect," "anticipate," "foresee," "target," "estimate," "designed," "plans,""will" or similar expressions are forward-looking statements. These statementsare based on management's best assumptions and beliefs in light of theinformation currently available to it. Because they involve risks anduncertainties, actual results may differ materially from the results that wecurrently expect. Factors that could cause these differences include, but arenot limited to: 1) the deteriorating global economic conditions and relatedfinancial crisis and their impact on us, our customers and end-users of ourproducts, services and solutions, our suppliers and collaborative partners; 2)the development of the mobile and fixed communications industry, as well as thegrowth and profitability of the new market segments that we target and ourability to successfully develop or acquire and market products, services andsolutions in those segments; 3) the intensity of competition in the mobile andfixed communications industry and our ability to maintain or improve our marketposition or respond successfully to changes in the competitive landscape; 4)competitiveness of our product, services and solutions portfolio; 5) our abilityto successfully manage costs; 6) exchange rate fluctuations, including, inparticular, fluctuations between the euro, which is our reporting currency, andthe US dollar, the Japanese yen, the Chinese yuan and the UK pound sterling, aswell as certain other currencies; 7) the success, financial condition andperformance of our suppliers, collaboration partners and customers; 8) ourability to source sufficient amounts of fully functional components,sub-assemblies, software and content without interruption and at acceptableprices; 9) the impact of changes in technology and our ability to develop orotherwise acquire and timely and successfully commercialize complex technologiesas required by the market; 10) the occurrence of any actual or even allegeddefects or other quality, safety or security issues in our products, servicesand solutions; 11) the impact of changes in government policies, trade policies,laws or regulations or political turmoil in countries where we do business; 12)our success in collaboration arrangements with others relating to development oftechnologies or new products, services and solutions; 13) our ability to manageefficiently our manufacturing and logistics, as well as to ensure the quality,safety, security and timely delivery of our products, services and solutions;14) inventory management risks resulting from shifts in market demand; 15) ourability to protect the complex technologies, which we or others develop or thatwe license, from claims that we have infringed third parties' intellectualproperty rights, as well as our unrestricted use on commercially acceptableterms of certain technologies in our products, services and solutions; 16) ourability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented,standardized or proprietary technologies from third-party infringement oractions to invalidate the intellectual property rights of these technologies;17) any disruption to information technology systems and networks that ouroperations rely on; 18) developments under large, multi-year contracts or inrelation to major customers; 19) the management of our customer financingexposure; 20) our ability to retain, motivate, develop and recruit appropriatelyskilled employees; 21) whether, as a result of investigations into allegedviolations of law by some former employees of Siemens AG ("Siemens"), governmentauthorities or others take further actions against Siemens and/or its employeesthat may involve and affect the carrier-related assets and employees transferredby Siemens to Nokia Siemens Networks, or there may be undetected additionalviolations that may have occurred prior to the transfer, or violations that mayhave occurred after the transfer, of such assets and employees that could resultin additional actions by government authorities; 22) any impairment of NokiaSiemens Networks customer relationships resulting from the ongoing governmentinvestigations involving the Siemens carrier-related operations transferred toNokia Siemens Networks; 23) unfavorable outcome of litigations; 24) allegationsof possible health risks from electromagnetic fields generated by base stationsand mobile devices and lawsuits related to them, regardless of merit; as well asthe risk factors specified on pages 11-28 of Nokia's annual report on Form 20-Ffor the year ended December 31, 2008 under Item 3D. "Risk Factors." Otherunknown or unpredictable factors or underlying assumptions subsequently provingto be incorrect could cause actual results to differ materially from those inthe forward-looking statements. Nokia does not undertake any obligation topublicly update or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required.Media and Investor Contacts:NokiaCommunicationsTel. +358 7180 34900Email: press.services(at)nokia.comInvestor Relations EuropeTel. +358 7180 34927Investor Relations USTel. +1 914 368 0555www.nokia.com
FIN-00045 NOKIA GROUP Espoo nullWKN: 870737;ISIN: FI0009000681;Listed: Freiverkehr in B? Stuttgart,Freiverkehr in Hanseatische Wertpapierb? zu Hamburg,Freiverkehr in B? Berlin,Freiverkehr in B? D?ldorf,Freiverkehr in Bayerische B? M?en,Freiverkehr in Nieders?sische B? zu Hannover,General Standard in Frankfurter Wertpapierb?,Regulierter Markt in Frankfurter Wertpapierb?;
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Datum: 28.01.2010 - 12:21 Uhr
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