Nokia CorporationStock Exchange ReleaseMarch 30,
2017 at 8:15 (CET +1)
Nokia Board of Directors convenes the Annual
General Meeting 2017
Espoo, Finland - Nokia announced today that its
Board of Directors (the "Board") has resolved to convene the Annual
General Meeting on May 23, 2017 and that the Board and its
committees submit the following proposals to the Annual General
Meeting:
- Proposal to pay a dividend of EUR 0.17 per share for 2016;
- Proposals on the Board composition and remuneration;
- Proposal to authorize the Board to repurchase the company's
shares;
- Proposal to authorize the Board to issue shares; and
- Proposals on the re-election of the auditor and the auditor's
remuneration.
Proposal on the payment of dividend
As announced earlier, the Board proposes to the
Annual General Meeting that a dividend of EUR 0.17 per share be
paid for the financial year 2016. The ex-dividend date would be on
May 23, 2017 at New York Stock Exchange and on May 24, 2017 at
Nasdaq Helsinki and Euronext Paris. The dividend record date would
be on May 26, 2017 and the dividend is expected 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.
Proposal on the Board composition and
remuneration
The Board's Corporate Governance and Nomination
Committee proposes to the Annual General Meeting that the number of
Board members be ten (10) and that the following current Board
members be re-elected as members of the Nokia Board of Directors
for a term ending at the close of the Annual General Meeting 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.
Additional information on the Board candidates will
be available in the Committee proposal which will be published
simultaneously with the notice to the Annual General Meeting.
The Corporate Governance and Nomination Committee
will further propose at the assembly meeting of the new Board
taking place after the Annual General Meeting on May 23, 2017 that
Risto Siilasmaa be elected as the Chair of the Board and Olivier
Piou as the Vice Chair 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 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, EUR 30 000 for the Chair of the Audit Committee and
the Chair of the Personnel Committee as an additional annual fee
and EUR 15 000 for each member of the Audit Committee as an
additional annual fee. In addition, the Committee proposes that a
meeting fee be paid to all other members except the Chair of the
Board, based on travel required between the Board member's home
location and the location of a Board or committee 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.
Further, the Committee proposes that in line with
Nokia's Corporate Governance Guidelines approximately 40 per cent
of the annual fee be paid in Nokia shares either purchased from the
market or alternatively by using treasury shares held by the
company. 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). The proposed
meeting fee would be paid in cash.
Proposal to authorize the Board to repurchase
company's 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. The
proposed amount represents less than 10 per cent of the total
number of Nokia shares. 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 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).
The authorization would be effective until November
23, 2018 and terminate the authorization granted by the Annual
General Meeting on June 16, 2016.
In line with the earlier announced capital
structure optimization program, the Board resolved in November 2016
to commence a share repurchase program of up to EUR 1 billion under
the authorization granted by the Annual General Meeting in 2016.
The share repurchase program is intended to be continued subject to
the repurchase authorization being granted by 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 560
million shares through issuance of shares or special rights
entitling to shares in one or more issues. The proposed amount
represents less than 10 per cent of the total number of Nokia
shares. The Board proposes that it may issue either new shares or
treasury shares held by the company. In addition, the Board
proposes the authorization to be used to develop the company's
capital structure, diversify the shareholder base, finance or carry
out acquisitions or other arrangements, to 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
23, 2018 and terminate the authorization granted by the Annual
General Meeting on June 16, 2016. The proposed authorization would
not terminate the authorization granted to the Board by the
Extraordinary General Meeting on December 2, 2015.
Proposals on re-election of the auditor and the
auditor's remuneration
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 will be available on Nokia's website at
www.nokia.com/agm on or about April 4, 2017.
Forward-looking StatementsIt 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 Alcatel Lucent into our
operations and achieve the targeted business plans and benefits,
including targeted synergies in relation to the Acquisition of
Alcatel Lucent; 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)
timing of the deliveries of our products and services; H)
expectations and targets regarding collaboration and partnering
arrangements, joint ventures or the creation of joint
ventures, as well as our expected customer reach; I) outcome of
pending and threatened litigation, arbitration, disputes,
regulatory proceedings or investigations by authorities; J)
expectations regarding restructurings, investments, 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, divestments
and acquisitions; and K) statements preceded by or including
"believe," "expect," "anticipate," "foresee," "sees," "target,"
"estimate," "designed," "aim," "plans," "intends," "focus,"
"continue," "project," "should," "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 ability to execute our strategy, sustain or improve the
operational and financial performance of our business and correctly
identify and successfully pursue business opportunities or growth;
2) our ability to achieve the anticipated benefits, synergies, cost
savings and efficiencies of the Acquisition of Alcatel Lucent, and
our ability to implement our organizational and operational
structure efficiently; 3) general economic and market conditions
and other developments in the economies where we operate; 4)
competition and our ability to effectively and profitably compete
and invest in new competitive high-quality products, services,
upgrades and technologies and bring them to market in a timely
manner; 5) our dependence on the development of the industries in
which we operate, including the cyclicality and variability of the
information technology and telecommunications industries; 6) our
global business and exposure to regulatory, political or other
developments in various countries or regions, including emerging
markets and the associated risks in relation to tax matters and
exchange controls, among others; 7) our ability to manage and
improve our financial and operating performance, cost savings,
competitiveness and synergies after the Acquisition of Alcatel
Lucent; 8) our dependence on a limited number of customers and
large multi-year agreements; 9) exchange rate fluctuations, as well
as hedging activities; 10) Nokia Technologies' ability to protect
its PR and to maintain and establish new sources of patent
licensing income and IPR-related revenues, particularly in the
smartphone market; 11) our dependence on IPR technologies,
including those that we have developed and those that are licensed
to us, and the risk of associated IPR-related legal claims,
licensing costs and restrictions on use; 12) our exposure to direct
and indirect regulation, including economic or trade policies, and
the reliability of our governance, internal controls and compliance
processes to prevent regulatory penalties in our business or in our
joint ventures; 13) our ability to identify and remediate material
weaknesses in our internal control over financial reporting; 14)
our reliance on third-party solutions for data storage and service
distribution, which expose us to risks relating to security,
regulation and cybersecurity breaches; 15) inefficiencies,
breaches, malfunctions or disruptions of information technology
systems; 16) Nokia Technologies' ability to generate net sales and
profitability through licensing of the Nokia brand, particularly in
digital media and digital health, and the development and sales of
products and services, as well as other business ventures which may
not materialize as planned; 17) our exposure to various legislative
frameworks and jurisdictions that regulate fraud and enforce
economic trade sanctions and policies, and the possibility of
proceedings or investigations that result in fines, penalties or
sanctions; 18) adverse developments with respect to customer
financing or extended payment terms we provide to customers; 19)
the potential complex tax issues, tax disputes and tax obligations
we may face in various jurisdictions, including the risk of
obligations to pay additional taxes; 20) our actual or anticipated
performance, among other factors, which could reduce our ability to
utilize deferred tax assets; 21) our ability to retain, motivate,
develop and recruit appropriately skilled employees; 22)
disruptions to our manufacturing, service creation, delivery,
logistics and supply chain processes, and the risks related to our
geographically-concentrated production sites; 23) the impact of
litigation, arbitration, agreement-related disputes or product
liability allegations associated with our business; 24) our ability
to optimize our capital structure as planned and re-establish our
investment grade credit rating or otherwise improve our credit
ratings, as well as amounts and terms related to share repurchases
or share issuances; 25) our ability to achieve targeted benefits
from or successfully implement planned transactions, as well as the
liabilities related thereto; 26) our involvement in joint ventures
and jointly-managed companies; 27) the carrying amount of our
goodwill may not be recoverable; 28) uncertainty related to the
amount of dividends and equity return we are able to distribute to
shareholders for each financial period; 29) pension costs, employee
fund-related costs, and healthcare costs; and 30) risks related to
undersea infrastructure, as well as in Nokia's other filings 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.
About NokiaNokia 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 Enquiries:NokiaCommunicationsTel. +358
(0) 10 448 4900Email: press.services@nokia.com
Nokia (NYSE:NOK)
Historical Stock Chart
From Apr 2024 to May 2024
Nokia (NYSE:NOK)
Historical Stock Chart
From May 2023 to May 2024