Nokia Corporation Nokia Board Of Directors Resolved To Convene The Annual General Meeting 2018, Dividend Of Eur 0.19 Per Shar...
March 27 2018 - 1:31AM
UK Regulatory
TIDMNOKIA
Nokia Corporation
Stock Exchange Release
March 27, 2018 at 9:30 (CET +1)
Nokia Board of Directors resolved to convene the Annual General Meeting
2018, dividend of EUR 0.19 per share proposed for 2017
Espoo, Finland - Nokia announced today that its Board of Directors (the
"Board") has resolved to convene the Annual General Meeting on May 30,
2018. The notice of the Annual General Meeting and the complete
proposals by the Board and its committees to the Annual General Meeting
are scheduled to be available on Nokia's website on or about March 28,
2018.
The Board and its committees will submit the following proposals to the
Annual General Meeting:
-- Proposal to pay a dividend of EUR 0.19 per share for 2017;
-- Proposals on the Board composition;
-- Proposals on the Board 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 0.19 per share be paid for the financial year
2017. The ex-dividend date would be on May 31, 2018. The dividend record
date would be on June 1, 2018 and the dividend is expected be paid on or
about June 13, 2018. 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
Jean C. Monty has informed that he will no longer be available to serve
on 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 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 2019: Bruce Brown, Jeanette Horan, Louis R. Hughes,
Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla
Smits-Nusteling and Kari Stadigh.
In addition, the Committee proposes that Sari Baldauf, who is a
non-executive director, be elected as a member 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 30, 2018 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.
Proposal on the Board remuneration, Board plans to establish a
Technology Committee following the Annual General Meeting
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 2019 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 each 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 Board has informed the Corporate Governance and
Nomination Committee that it is planning to establish a Technology
Committee following the Annual General Meeting. Accordingly, the
Corporate Governance and Nomination Committee proposes to the Annual
General Meeting that EUR 20 000 is payable to the Chair of the
Technology Committee as an additional annual fee subject to the Board
establishing the Committee. The fee is payable from the establishment of
the Committee until the close of the Annual General Meeting in 2019.
The Committee also 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 remain on the following levels:
EUR 5 000 per meeting requiring intercontinental travel and EUR 2 000
per meeting requiring continental travel. Furthermore, the Committee
also proposes that members of the Board of Directors shall be
compensated for travel and accommodation expenses as well as other costs
directly related to Board and Committee work.
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, travel and accommodation expenses as well as other
costs directly related to Board and Committee work 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 550 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 30, 2019 and
terminate the authorization granted by the Annual General Meeting on May
23, 2017.
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 550 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 30, 2019 and
terminate the authorization granted by the Annual General Meeting on May
23, 2017. 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.
About Nokia
We create the technology to connect the 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.
Nokia is enabling the infrastructure for 5G and the Internet of Things,
and 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@nokia.com
Minna Aila, Vice President, Corporate Affairs
FORWARD-LOOKING STATEMENTS
It 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 acquired
businesses into our operations and achieve the targeted business plans
and benefits, including targeted benefits, synergies, cost savings and
efficiencies; 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)
expectations, plans or benefits related to any future collaboration or
to business collaboration agreements or patent license agreements or
arbitration awards, including income to be received under any
collaboration or partnership, agreement or award; H) timing of the
deliveries of our products and services; I) expectations and targets
regarding collaboration and partnering arrangements, joint ventures or
the creation of joint ventures, and the related administrative, legal,
regulatory and other conditions, as well as our expected customer reach;
J) outcome of pending and threatened litigation, arbitration, disputes,
regulatory proceedings or investigations by authorities; K) expectations
regarding restructurings, investments, capital structure optimization
efforts, 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,
capital structure optimization efforts, divestments and acquisitions;
and L) statements preceded by or including "believe", "expect",
"anticipate", "foresee", "sees", "target", "estimate", "designed", "aim",
"plans", "intends", "focus", "continue", "project", "should", "is to",
"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 strategy is
subject to various risks and uncertainties and we may be unable to
successfully implement our strategic plans, sustain or improve the
operational and financial performance of our business groups, correctly
identify or successfully pursue business opportunities or otherwise grow
our business; 2) general economic and market conditions and other
developments in the economies where we operate; 3) uncertainty related
to the amount of dividends and equity return we are able to distribute
to shareholders for each financial period, as well as the risk factors
specified on pages 71 to 89 of our 2017 annual report on Form 20-F
published on March 22, 2018 under "Operating and financial review and
prospects-Risk factors" and in our other filings or documents furnished
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.
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
http://www.nokia.com/en_int
(END) Dow Jones Newswires
March 27, 2018 02:31 ET (06:31 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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