Nokia CorporationStock Exchange Release
January 29, 2015 at 8.30 (CET +1)
Espoo, Finland – Nokia announced today that its Board of Directors (the “Board”) has resolved to convene the Annual General Meeting on May 5, 2015 and that the Board and its Committees submit the following proposals to the Annual General Meeting:
· Proposal to pay a dividend of EUR 0.14 per share;
· Proposals on the Board composition and remuneration;
· Proposal to authorize the Board to repurchase shares;
· Proposal to authorize the Board to issue shares;
· Proposals on the re-election of the external auditor and the auditor’s remuneration.
Proposal on the payment of dividend
The Board proposes to the Annual General Meeting that a dividend of EUR 0.14 per share be paid for the fiscal year 2014. The ex-dividend date would be May 6, 2015, the record date May 7, 2015 and the dividend payment date on or about May 21, 2015.
Proposals on the Board composition and remuneration
Mårten Mickos and Dennis Strigl have informed that they will no longer be available for re-election to 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 eight (8) and that the following current Nokia Board members be re-elected as members of the Nokia Board of Directors for a term ending at the Annual General Meeting in 2016: Vivek Badrinath, Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh.
In addition, the Committee proposes that Dr. Simon Jiang, who is the founder and Chairman of CyberCity International Limited (CCI) and some CCI subsidiaries, and currently an independent director in certain other companies, be elected as a member of the Nokia Board of Directors for the same term.
Additional information on the Board member candidates will be available in the Committee proposal which will be published simultaneously with the notice to the Annual General Meeting.
In the assembly meeting of the new Board of Directors taking place after the Annual General Meeting on May 5, 2015, the Corporate Governance and Nomination Committee will propose that Risto Siilasmaa be elected Chairman of the Board and Jouko Karvinen Vice Chairman of the Board, subject to their election to the Board of Directors.
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 Annual General Meeting on May 5, 2015 for a term ending at the Annual General Meeting in 2016, remains at the same level as during the past seven years: EUR 440 000 for the Chairman of the Board, EUR 150 000 for the Vice Chairman of the Board, and EUR 130 000 for each Board member; EUR 25 000 for the Chairman of the Audit Committee as well as the Chairman of the Personnel Committee as an additional annual fee; and EUR 10 000 for each member of the Audit Committee as an additional annual fee. Further, the Corporate Governance and Nomination Committee proposes that, in line with Nokia’s Corporate Governance Guidelines, approximately 40 per cent of the remuneration be paid in Nokia shares purchased from the market, or alternatively by using treasury shares held by the company. The shares shall be retained until the end of the Board membership in line with current Nokia policy (excluding shares needed to offset any costs relating to the acquisition of the shares, including taxes).
Proposal to authorize the Board to repurchase shares
The Board proposes that the Annual General Meeting authorize the Board to resolve to repurchase a maximum of 365 million Nokia shares. The proposed amount represents less than 10 per cent of the total number of Nokia shares, also after the cancellation of 66 903 682 treasury shares held by the company, as announced today. The shares may be repurchased under the proposed authorization 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 finance or carry out acquisitions or other arrangements, to settle the company’s equity-based incentive plans, or to be transferred for other purposes. The shares may be repurchased in deviation of the shareholders’ pre-emptive rights in the open market, in privately negotiated transactions, through the use of derivative instruments, or alternatively, through a tender offer made to all shareholders on equal terms.
The authorization would be effective until November 5, 2016 and terminate the current authorization granted by the Annual General Meeting on June 17, 2014.
In line with the capital structure optimization program announced in 2014, the Board of Directors plans to repurchase Nokia shares under a share repurchase program, using up to EUR 800 million by the end of the second quarter 2016, subject to being granted authorization from the Annual General Meeting, and to commence repurchases based on the proposed authorization as soon as possible after the Annual General Meeting.
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 730 million shares through issuance of shares or special rights entitling to shares in one or more issues. The Board proposes that it 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. 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 5, 2016 and terminate the current authorization granted by the Annual General Meeting on June 17, 2014.
Proposals on re-election of the external auditor and the auditor’s remuneration
In addition, 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.
The notice to the Annual General Meeting and the complete proposals by the Board and its Committees to the Annual General Meeting are scheduled to be published on Nokia’s website at company.nokia.com/agm on or about February 3, 2015.
About Nokia
Nokia invests in technologies important in a world where billions of devices are connected. We are focused on three businesses: network infrastructure software, hardware and services, which we offer through Nokia Networks; location intelligence, which we provide through HERE; and advanced technology development and licensing, which we pursue through Nokia Technologies. Each of these businesses is a leader in its respective field. http://company.nokia.