Notice of the Annual General Meeting of Nokia Corporation
(Thomson Reuters ONE) -
Notice of the Annual General Meeting of Nokia Corporation
Nokia Corporation
Stock Exchange Release
April 4, 2017 at 09:00 (CET +1)
Notice is given to the shareholders of Nokia Corporation (the "Company") of the
Annual General Meeting to be held on Tuesday, May 23, 2017 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 the persons to confirm the minutes and 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 2016
* 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 0.17 per share be paid for the fiscal year 2016. The dividend would be paid
to shareholders registered in the Register of Shareholders of the Company on the
record date of the dividend payment, May 26, 2017. The Board proposes that the
dividend will be paid on or about June 9, 2017. 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 Annual General Meeting in 2018 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. 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. The Committee further 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 be paid as follows: EUR 5 000 per meeting requiring
intercontinental travel and EUR 2 000 per meeting requiring continental travel.
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
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 2018: Bruce Brown, Louis R. Hughes, Jean C. Monty, Elizabeth Nelson,
Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh. In
addition, the Committee proposes that Jeanette Horan, who is a former executive
of IBM and Edward Kozel, who is an independent consultant and an investor, be
elected as new members 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 2017.
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 560 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 23, 2018 and
terminate the corresponding authorization granted by the Annual General Meeting
on June 16, 2016.
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 560 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 23, 2018 and
terminate the corresponding authorization granted by the Annual General Meeting
on June 16, 2016. 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.
Q. Closing of the Meeting
R. 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 2016" 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.
1. Instructions for the participants in the Annual General Meeting
2. The right to participate and registration
Each shareholder, who on May 11, 2017 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 16, 2017 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 +358 20 770 6870 from Monday to Friday at 09:00 a.m. to
4:00 p.m. (Finnish time); or
a. 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 April 4, 2017 until 4:00 p.m. (Finnish time) on May 16, 2017.
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 agm(at)nokia.com 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 18, 2017
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
5 836 055 012.
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. The participants are kindly invited to the coffee reception 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 29, 2017
BOARD OF DIRECTORS
About Nokia
Nokia is a global leader innovating the technologies at the heart of our
connected 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.
From the enabling infrastructure for 5G and the Internet of Things, to emerging
applications in virtual reality and digital health, we are shaping the future of
technology to transform the human experience. www.nokia.com
Media Inquiries
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services(at)nokia.com
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
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