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Nokia Board of Directors convenes Annual General Meeting 2012


January 26, 2012 - ESPOO, FINLAND



Nokia Board of Directors convenes Annual General Meeting 2012Dividend of EUR 0.20 per share will be proposed for 2011

Nokia CorporationStock Exchange ReleaseJanuary 26, 2012 at 13.25 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors hasresolvedto convene the Annual General Meeting on May 3, 2012 and that the Board anditsCommittees will submit the below proposals to the Annual General Meeting.


- Proposal to pay a dividend of EUR 0.20 per share
- Proposals on the Board composition and remuneration
- Proposal to authorize the Board to repurchase shares to maintain
flexibility but with no current plans to repurchase shares in 2012
- Proposal to re-elect the external auditor

Proposal to pay a dividend

The Board will propose to the Annual General Meeting that a dividend of EUR0.20 per share be paid for the fiscal year 2011. The ex-dividend date wouldbeMay 4, 2012, the record date May 8, 2012 and the payment date on or aboutMay23, 2012.

Proposals on Board composition and remuneration

Nokia Board Chairman Jorma Ollila and Nokia Board members BengtHolmström andPer Karlsson have informed that they will no longer be available to serveon theNokia Board of Directors after the Annual General Meeting. Mr Ollila joinedNokia in 1985 and served as the President and CEO of the company 1992-1999andChairman and CEO 1999-2006. He has been Nokia Board member since 1995 andtheChairman of the Board since 1999. Mr. Holmström has been Nokia Boardmembersince 1999 and Mr Karlsson has been Nokia Board member since 2002.

The Board's Corporate Governance and Nomination Committee will propose totheAnnual General Meeting that the number of Board members be eleven (11) andthatthe following current Nokia Board members be re-elected as members of theNokiaBoard of Directors for a term ending at the Annual General Meeting in 2013:Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Isabel Marey-Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee will propose that Bruce Brown, Chief TechnologyOfficer, Procter & Gamble Company, Mårten Mickos, CEO of EucalyptusSystems,Inc., and Elizabeth Nelson, Independent Corporate Advisor, be elected toNokiaBoard of Directors for the same term.

Additional information about the Board member candidates will be availableinthe Committee proposal scheduled to be published on February 1, 2012.

The Corporate Governance and Nomination Committee will propose in theassemblymeeting of the new Board of Directors after the Annual General Meeting onMay3, 2012 that Risto Siilasmaa be elected as Chairman of the Board and DameMarjorie Scardino as Vice Chairman of the Board.

As to the Board remuneration, the Corporate Governance and NominationCommitteewill propose that the annual fee payable to the Board members elected attheAnnual General Meeting on May 3, 2012 for a term ending at the AnnualGeneralMeeting in 2013 to remain at the same level than during the past fouryears: EUR440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130000 foreach member, excluding the President and CEO of Nokia if re-elected to theNokiaBoard; for the Chairman of the Audit Committee and the Chairman of thePersonnelCommittee an additional annual fee of EUR 25 000; and for each member oftheAudit Committee an additional annual fee of EUR 10 000. Further, theCorporateGovernance 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 oftheboard membership in line with the Nokia policy (except for those sharesneededto offset any costs relating to the acquisition of the shares, includingtaxes).

Proposals to authorize the Board to repurchase shares

The Board will propose that the Annual General Meeting authorize the Boardtoresolve to repurchase a maximum of 360 million Nokia shares. The proposedmaximum number of shares is the same as in the Board's current sharerepurchaseauthorization and it represents less than 10 % of all the shares of theCompany.The shares may be repurchased in order to develop the capital structure oftheCompany, finance or carry out acquisitions or other arrangements, settletheCompany's equity-based incentive plans, be transferred for other purposes,or becancelled. The shares may be repurchased either through a tender offer madetoall shareholders on equal terms, or through public trading from the stockmarket. The authorization would be effective until June 30, 2013 andterminatethe current authorization granted by the Annual General Meeting on May 3,2011.

The repurchase authorization is proposed to maintain flexibility, but theBoardhas no current plans for repurchases during 2012.

Election of external auditor

In addition, the Board's Audit Committee will propose to the Annual GeneralMeeting that PricewaterhouseCoopers Oy be re-elected as the Company'sauditor,and that the auditor be reimbursed according to the invoice and incompliancewith the purchase policy approved by the Audit Committee.

The notice to the Annual General Meeting and the complete proposals by theBoardand its Committees to the Annual General Meeting are scheduled to bepublishedon Nokia's website at www.nokia.com/agm on February 1, 2012.

About Nokia

Nokia is a global leader in mobile communications whose products havebecome anintegral part of the lives of people around the world. Every day, more than1.3billion people use their Nokia to capture and share experiences, accessinformation, find their way or simply to speak to one another. Nokia'stechnological and design innovations have made its brand one of the mostrecognized in the world. For more information,visithttp://www.nokia.com/about-nokia

FORWARD-LOOKING STATEMENTS

It should be noted that certain statements herein which are not historicalfactsare forward-looking statements, including, without limitation, thoseregarding:A) the expected plans and benefits of our strategic partnership withMicrosoftto combine complementary assets and expertise to form a global mobileecosystemand to adopt Windows Phone as our primary smartphone platform; B) thetiming andexpected benefits of our new strategy, including expected operational andfinancial benefits and targets as well as changes in leadership andoperationalstructure; C) the timing of the deliveries of our products and services; D)ourability to innovate, develop, execute and commercialize new technologies,products and services; E) expectations regarding market developments andstructural changes; F) expectations and targets regarding our industryvolumes,market share, prices, net sales and margins of products and services; G)expectations and targets regarding our operational priorities and resultsofoperations; H) expectations and targets regarding collaboration andpartneringarrangements; I) the outcome of pending and threatened litigation; J)expectations regarding the successful completion of acquisitions orrestructurings on a timely basis and our ability to achieve the financialandoperational targets set in connection with any such acquisition orrestructuring; and K) statements preceded by "believe," "expect,""anticipate,""foresee," "target," "estimate," "designed," "plans," "will" or similarexpressions. These statements are based on management's best assumptionsandbeliefs in light of the information currently available to it. Because theyinvolve risks and uncertainties, actual results may differ materially fromtheresults that we currently expect. Factors that could cause thesedifferencesinclude, but are not limited to: 1) our ability to succeed in creating acompetitive smartphone platform for high-quality differentiated winningsmartphones or in creating new sources of revenue through our partnershipwithMicrosoft; 2) the expected timing of the planned transition to WindowsPhone asour primary smartphone platform and the introduction of mobile productsbased onthat platform; 3) our ability to maintain the viability of our currentSymbiansmartphone platform during the transition to Windows Phone as our primarysmartphone platform; 4) our ability to realize a return on our investmentinMeeGo and next generation devices, platforms and user experiences; 5) ourability to build a competitive and profitable global ecosystem ofsufficientscale, attractiveness and value to all participants and to bring winningsmartphones to the market in a timely manner; 6) our ability to producemobilephones in a timely and cost efficient manner with differentiated hardware,localized services and applications; 7) our ability to increase our speedofinnovation, product development and execution to bring new competitivesmartphones and mobile phones to the market in a timely manner; 8) ourabilityto retain, motivate, develop and recruit appropriately skilled employees;9) ourability to implement our strategies, particularly our new mobile productstrategy; 10) the intensity of competition in the various markets where wedobusiness and our ability to maintain or improve our market position orrespondsuccessfully to changes in the competitive environment; 11) our ability tomaintain and leverage our traditional strengths in the mobile productmarket ifwe are unable to retain the loyalty of our mobile operator and distributorcustomers and consumers as a result of the implementation of our newstrategy orother factors; 12) our success in collaboration and partnering arrangementswiththird parties, including Microsoft; 13) the success, financial conditionandperformance of our suppliers, collaboration partners and customers; 14) ourability to source sufficient quantities of fully functional qualitycomponents,subassemblies and software on a timely basis without interruption and onfavorable terms, including the disruption of production and/or deliveriesfromany of our suppliers as a result of adverse conditions in the geographicareaswhere they are located; 15) our ability to manage efficiently ourmanufacturing,service creation, delivery and logistics without interruption; 16) ourabilityto ensure the timely delivery of sufficient volumes of products that meetourand our customers' and consumers' requirements and manage our inventory andtimely adapt our supply to meet changing demands for our products; 17) anyactual or even alleged defects or other quality, safety and security issuesinour products; 18) any actual or alleged loss, improper disclosure orleakage ofany personal or consumer data collected or made available to us or storedin orthrough our products; 19) our ability to successfully manage costs,includingour ability to achieve targeted costs reductions and to effectively andtimelyexecute related restructuring measures, including personnel reductions; 20)ourability to effectively and smoothly implement the new operational structureforour businesses; 21) the development of the mobile and fixed communicationsindustry and general economic conditions globally and regionally; 22)exchangerate fluctuations, including, in particular, fluctuations between the euro,which is our reporting currency, and the US dollar, the Japanese yen andtheChinese yuan, as well as certain other currencies; 23) our ability toprotectthe technologies, which we or others develop or that we license, fromclaimsthat we have infringed third parties' intellectual property rights, as wellasour unrestricted use on commercially acceptable terms of certaintechnologies inour products and services; 24) our ability to protect numerous patentedstandardized or proprietary technologies from third-party infringement oractions to invalidate the intellectual property rights of thesetechnologies;25) the impact of changes in government policies, trade policies, laws orregulations and economic or political turmoil in countries where our assetsarelocated and we do business; 26) any disruption to information technologysystemsand networks that our operations rely on; 27) unfavorable outcome oflitigations; 28) allegations of possible health risks from electromagneticfields generated by base stations and mobile products and lawsuits relatedtothem, regardless of merit; 29) our ability to achieve targeted costsreductionsand increase profitability in Nokia Siemens Networks and to effectively andtimely execute related restructuring measures; 30) Nokia Siemens Networks'ability to maintain or improve its market position or respond successfullytochanges in the competitive environment; 31) Nokia Siemens Networks'liquidityand its ability to meet its working capital requirements; 32) whether NokiaSiemens Networks is able to successfully integrate the acquired assets ofMotorola Solutions' networks business, retain existing customers of theacquiredbusiness, cross-sell Nokia Siemens Networks' products and services tocustomersof the acquired business and otherwise realize the expected synergies andbenefits of the acquisition; 33) Nokia Siemens Networks' ability to timelyintroduce new products, services, upgrades and technologies; 34) NokiaSiemensNetworks' success in the telecommunications infrastructure services marketandNokia Siemens Networks' ability to effectively and profitably adapt itsbusinessand operations in a timely manner to the increasingly diverse service needsofits customers; 35) developments under large, multi-year contracts or inrelationto major customers in the networks infrastructure and related servicesbusiness;36) the management of our customer financing exposure, particularly in thenetworks infrastructure and related services business; 37) whether ongoingorany additional governmental investigations into alleged violations of lawbysome former employees of Siemens AG may involve and affect the carrier-relatedassets and employees transferred by Siemens AG to Nokia Siemens Networks;38)any impairment of Nokia Siemens Networks customer relationships resultingfromongoing or any additional governmental investigations involving the Siemenscarrier-related operations transferred to Nokia Siemens Networks; as wellas therisk factors specified on pages 12-39 of Nokia's annual report Form 20-Ffor theyear ended December 31, 2010 under Item 3D. "Risk Factors." Other unknownorunpredictable factors or underlying assumptions subsequently proving to beincorrect could cause actual results to differ materially from those in theforward-looking statements. Nokia does not undertake any obligation topubliclyupdate or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legallyrequired.

This announcement is distributed by Thomson Reuters on behalf ofThomson Reuters clients. The owner of this announcement warrants that:

(i) the releases contained herein are protected by copyright andother applicable laws; and

(ii) they are solely responsible for the content, accuracy andoriginality of the information contained therein.

Source: Nokia via Thomson Reuters ONE

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