Proposals by the Board of Directors to Nokia Corporation’s Annual
General Meeting 2024
Nokia CorporationStock Exchange Release25 January 2024 at 8:10
EET
Proposals by the Board of Directors to Nokia
Corporation’s Annual General Meeting 2024Nokia
Corporation’s Annual General Meeting will be held on Wednesday 3
April 2024 at 13:00 (EEST) at Messukeskus, Helsinki Expo and
Convention Centre, Messuaukio 1, Helsinki, Finland. The Board
submits the following proposals to the Annual General Meeting.
Complete proposals are available as of today at www.nokia.com/agm.
The notice of the Annual General Meeting with more detailed
information on the participation and voting will be published
separately at a later date on the company’s website and by a stock
exchange release.
Authorization of the Board of Directors to decide on the
distribution of dividend and assets from the reserve for invested
unrestricted equity
The Board of Directors proposes to the Annual General Meeting to
be authorized to decide in its discretion on the distribution of an
aggregate maximum of EUR 0.13 per share as dividend from the
retained earnings and/or as assets from the reserve for invested
unrestricted equity.
The authorization will be used to distribute dividend and/or
assets from the reserve for invested unrestricted equity in four
installments during the period of validity of the authorization
unless the Board of Directors decides otherwise for a justified
reason. The proposed total authorization for asset distribution is
in line with the Company’s dividend policy. The authorization would
be valid until the opening of the next Annual General Meeting.
The Board would make separate resolutions on the amount and
timing of each distribution of the dividend and/or assets from the
reserve for invested unrestricted equity so that the preliminary
record and payment dates will be as set out below. The Company
shall make a separate announcement of each such Board
resolution.
Preliminary record date |
Preliminary payment date |
23 April
2024 |
3 May 2024 |
23 July 2024 |
1 August
2024 |
22 October
2024 |
31 October
2024 |
4 February
2025 |
13 February
2025 |
Each installment based on the resolution of the Board of
Directors will be paid to a shareholder registered in the Company’s
shareholders’ register maintained by Euroclear Finland Oy on the
record date of the relevant installment.
Board composition and remuneration
Jeanette Horan has informed the Board’s Corporate Governance and
Nomination Committee that she will no longer be available to serve
on the Nokia Board of Directors after the Annual General Meeting.
On the recommendation of the Corporate Governance and Nomination
Committee, the Board proposes to the Annual General Meeting that
the number of Board members be ten (10). However, should any number
of the candidates proposed by the Board not be able to attend the
Board, the proposed number of Board members shall be decreased
accordingly.
On the recommendation of the Corporate Governance and Nomination
Committee, the Board of Directors further proposes to the Annual
General Meeting 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 next Annual General Meeting: Timo
Ahopelto, Sari Baldauf, Elizabeth Crain, Thomas Dannenfeldt, Lisa
Hook, Thomas Saueressig, Søren Skou, Carla Smits-Nusteling and Kai
Öistämö. In addition, it is proposed that Michael McNamara, former
Executive Vice President and Chief Information Officer of Target
Corporation, be elected as a new member of the Board of Directors
for a term until the close of the next Annual General Meeting.
Resumes of the Board candidates are presented in the Board’s
proposal available as of today at www.nokia.com/agm.
The Corporate Governance and Nomination Committee will propose
in the assembly meeting of the new Board of Directors on 3 April
2024 that Sari Baldauf be re-elected as Chair of the Board and
Søren Skou be re-elected as Vice Chair of the Board, subject to
their election to the Board of Directors.
On the recommendation of the Corporate Governance and Nomination
Committee, the Board proposes to the Annual General Meeting that
the annual fees payable to Board members for a term ending at the
close of the next Annual General Meeting are kept at the current
levels:
- EUR 440 000 for the Chair of the
Board;
- EUR 210 000 for the Vice Chair of
the Board;
- EUR 185 000 for each member of the
Board;
- EUR 30 000 each for the Chairs of
the Audit Committee and the Personnel Committee and EUR 20 000 for
the Chair of the Technology Committee as an additional annual fee;
and
- EUR 15 000 for each member of the
Audit Committee and Personnel Committee and EUR 10 000 for each
member of the Technology Committee as an additional annual
fee.
The Board has resolved to establish a Strategy Committee to
support the management in terms of the strategy work and to act as
a preparatory body for the Board. Consequently, on the
recommendation of the Corporate Governance and Nomination
Committee, the Board proposes that EUR 20 000 be paid for the
Chair of the Strategy Committee and EUR 10 000 be paid for each
member of the Strategy Committee as an additional annual fee for
the Committee’s first term commencing from the Annual General
Meeting and ending at the close of the next Annual General
Meeting.
In line with Nokia’s Corporate Governance Guidelines, the Board
proposes that approximately 40% of the annual fee be paid in Nokia
shares. The rest of the annual fee would be paid in cash to cover
taxes arising from the remuneration. The Directors shall retain
until the end of their directorship such number of shares that they
have received as Board remuneration during their first three years
of service on the Board.
In addition, the Board proposes that the meeting fees for Board
and Committee meetings remain at their current level. The meeting
fees are based on travel required between the Board member’s home
location and the location of a meeting and paid for a maximum of
seven meetings per term as follows:
- EUR 5 000 per meeting requiring
intercontinental travel; and
- EUR 2 000 per meeting requiring
continental travel.
Only one meeting fee is paid if the travel entitling to the fee
includes several meetings of the Board and the Committees.
Moreover, it is proposed that members of the Board shall be
compensated for travel and accommodation expenses as well as other
costs directly related to Board and Committee work. The meeting
fees, travel expenses and other expenses would be paid in cash.
Auditor election and remuneration
On the recommendation of the Audit Committee, the Board of
Directors proposes to the Annual General Meeting that Deloitte Oy
be re-elected as the auditor of the Company for the financial year
2025.
It is also proposed that the elected auditor for the financial
year 2025 be reimbursed based on the invoice of the auditor and in
compliance with the purchase policy approved by the Audit
Committee.
Sustainability reporting assurer election and
remuneration
Nokia will publish a Sustainability Report for the first time as
part of the Board Review in its Financial Statements 2024. Pursuant
to the Finnish Limited Liability Companies Act, Chapter 7, Section
6 a §, the Annual General Meeting shall elect an assurer of the
sustainability reporting. The Board of Directors proposes to the
Annual General Meeting that the shareholders would elect the
assurer carrying out the assurance of the sustainability reporting
of the Company, for each the financial year of the election and the
financial year commencing next after the election.
Therefore, on the recommendation of the Audit Committee, the
Board of Directors proposes to the Annual General Meeting that
Authorized Sustainability Audit Firm Deloitte Oy be elected as the
sustainability reporting assurer for the financial years 2024 and
2025.
The Board of Directors proposes to the Annual General Meeting
that the assurer of the sustainability reporting elected for each
financial year 2024 and 2025 be reimbursed based on the invoice and
in compliance with the purchase policy approved by the Audit
Committee.
Authorization to the Board to issue shares and
repurchase Company’s shares
The Board proposes that the Annual General Meeting authorize the
Board to resolve to issue in total a maximum of 530 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. Shares and special rights
entitling to shares may be issued in deviation from the
shareholders’ pre-emptive rights within the limits set by law. The
authorization may 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. It is proposed that the authorization be effective until 2
October 2025 and terminate the authorization for issuance of shares
and special rights entitling to shares resolved at the Annual
General Meeting on 4 April 2023.
The Board also proposes that the Board be authorized to resolve
to repurchase a maximum of 530 million shares. The repurchases
would reduce distributable funds of the Company. The shares may be
repurchased otherwise than in proportion to the shares held by the
shareholders (directed repurchase). Shares may be repurchased to be
cancelled, held to be reissued, transferred further or for other
purposes resolved by the Board. It is proposed that the
authorization be effective until 2 October 2025 and terminate the
authorization for repurchasing the Company’s shares granted by the
Annual General Meeting on 4 April 2023 to the extent that the Board
has not previously resolved to repurchase shares based on such
authorization.
530 million shares correspond to less than 10 percent of the
Company’s total number of shares. The Board shall resolve on all
other matters related to the issuance or repurchase of Nokia shares
in accordance with the resolution by the Annual General
Meeting.
Amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting
that the Articles of Association of the Company be amended by i)
updating the object of the Company (Article 2); updating the
government authority that approves auditors and adding the
obligation to elect a sustainability reporting assurer (Article 7);
amending the article on General Meetings by updating the general
meeting formats to include also virtual general meeting as an
option (Article 9) and updating the matters that the Annual General
Meeting decides on (Article 12).
Other matters to be addressed by the Annual General
Meeting
Furthermore, the Annual General Meeting would address adopting
the Company’s financial statements for the financial year 2023,
discharging the members of the Board of Directors and the President
and Chief Executive Officer from liability for the financial year
2023, adopting the updated Remuneration Policy for the Company’s
governing bodies and adopting the Remuneration Report 2023.
The Remuneration Report for 2023 and the “Nokia in 2023” annual
report, which includes the Company’s Annual Accounts, the review by
the Board of Directors and the auditor’s report, are expected to be
published and available at www.nokia.com/agm in week 9 of 2024. The
updated Remuneration Policy is expected to be published and
available at www.nokia.com/agm in week 6 of 2024. The Remuneration
Policy and the Remuneration Report for 2023 will also be published
by a stock exchange release.
About NokiaAt Nokia, we create technology that
helps the world act together.
As a B2B technology innovation leader, we are pioneering
networks that sense, think and act by leveraging our work across
mobile, fixed and cloud networks. In addition, we create value with
intellectual property and long-term research, led by the
award-winning Nokia Bell Labs.
Service providers, enterprises and partners worldwide trust
Nokia to deliver secure, reliable and sustainable networks today –
and work with us to create the digital services and applications of
the future.
Inquiries:
Nokia CommunicationsPhone: +358 10 448 4900Email:
press.services@nokia.comKaisa Antikainen, Communications
Manager
NokiaInvestor RelationsPhone: +358 40 803 4080Email:
investor.relations@nokia.com
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