14th Feb 2014 19:24
Nokia / Miscellaneous 14.02.2014 20:24 Dissemination of a Regulatory Announcement, transmitted byDGAP - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Nokia CorporationStock Exchange ReleaseFebruary 14, 2014 at 21.20 (CET +1) Espoo, Finland - Nokia announced today that Nokia's Board of Directors hasapproved the Nokia Equity Program 2014. The Nokia Equity Program 2014 includesthe following equity instruments: - An Employee Share Purchase Plan for Nokia employees in selectedjurisdictions, entitling the eligible employees to contribute a part of theirsalary to purchase Nokia shares. After a designated holding period, Nokia willoffer the employees one matching share for each two purchased shares; - Performance Shares, with the final number of shares dependent on theachievement of pre-determined financial performance criteria; and - Restricted Shares are awarded on an exceptional basis only for recruitmentand retention purposes and are dependent on continued employment during athree-year restriction period. For 2014, the intention has been to simplify the equity programs on offer,removing stock options completely from the program and limiting the restrictedshare plan for use in extraordinary retention and recruitment cases only. Alsothe number of restricted shares to be granted has been reduced significantly.The Board of Directors, in setting up the Equity Program 2014, has taken intoconsideration the expected changes in the company structure due to the plannedsale of substantially all of Nokia's Devices & Services business to Microsoft. The purpose of the Nokia Equity Program 2014 The Nokia Equity Program 2014 is designed to support the participants' focusand alignment with Nokia's long term success. Also employees of NSN areincluded in the Performance Share Plan and in the Restricted Share Plan. Nokia's use of the performance-based plan as the main long-term incentivevehicle is planned to effectively contribute to the long-term value creationand sustainability of Nokia and to align the interests of the employees withthose of the shareholders. It is also designed to ensure that the overallequity-based compensation is driven by performance. Shares under the Restricted Share Plan will be granted on a more limited basisthan in previous years. Restricted Shares are granted only for exceptionalretention and recruitment purposes aimed to ensure Nokia is able to retain andrecruit talent vital to the future success of the Company. Stock option grants will not feature as part of the Equity Program 2014. Greater emphasis will be placed on the Performance Share Plan in 2014, furtherpromoting Nokia's stance on pay for performance The Employee Share Purchase Plan Under the Employee Share Purchase Plan, eligible Nokia employees (excluding NSNemployees for the 2014 plan cycle) can elect to make monthly contributions fromtheir salary to purchase Nokia shares. The participation in the plan isvoluntary. The annual limit which the participant can contribute to the plan will bebetween a minimum of EUR 60 and a maximum of the lower of (1) EUR 1 200 and (2)10% of a participant's annual gross base salary. Generally, the share purchaseswill be made at market value on pre-determined dates on a monthly basis duringa 12-month period. Nokia will offer one matching share for every two purchasedshares the participant still holds after the last monthly purchase has beenmade in June 2015. The estimated total maximum amount of employee contributionsduring the plan cycle commencing in 2014 would equal approximately 840 000Nokia shares using closing share price EUR 5.28 on February 13, 2014. Based onthe matching ratio of one matching share for every two purchased shares, thenumber of matching shares would be approximately 420 000. The Employee Share Purchase Plan is planned to be offered to Nokia employees inup to 27 countries for the plan cycle commencing in 2014. The first savingsperiod is intended to start in June 2014 and the first monthly purchases areplanned to be made in July 2014. Performance Shares Under the 2014 Performance Share Plan, target pay-out will depend on whetherindependent performance criteria have been met by the end of the performanceperiod. The performance criteria are different for different employee groups asfollows: For the Nokia and NSN employees (excluding HERE employees), the performancecriteria are Nokia continuing operations Average Annual Net Sales and Nokiacontinuing operations Average Annual EPS. For HERE employees, the performance criteria are Nokia continuing operationsAverage Annual EPS, HERE Average Annual Net Sales and HERE Average AnnualOperating Profit. The plan has a two-year performance period (2014-2015) and a subsequentone-year restriction period. The number of performance shares to be settledafter the restriction period will start at 25% of the grant amount and anypay-out beyond this will be determined with reference to the financialperformance during the two-year performance period. The grant under PerformanceShare Plan 2014 could result in an aggregate maximum payout of 29.7 millionNokia shares in the event that maximum performance against all the performancecriteria is achieved. Restricted Shares The Restricted Share Plan 2014 has a three-year restriction period. The grantof Restricted Shares in 2014 could result in an aggregate maximum payout of 2million Nokia shares. Employees included in the Equity Program 2014 The primary equity instrument for executive-level employees and directors belowexecutive level are performance shares. Below the executive and director level,performance shares are used on a selective basis to ensure retention andrecruitment of functional mastery and other employees deemed critical toNokia's future success. Nokia has decided to restrict the use of the Restricted Shares so that sharesunder the Restricted Share Plan are granted only for exceptional retention andrecruitment purposes to ensure Nokia is able to retain and recruit talent vitalto the future success of the Group and will only be used in limited andexceptional circumstances. This is a change to the earlier practice whenrestricted shares were included as part of the annual compensation reviews. Employees in up to 27 countries are planned to be offered the possibility toparticipate in the Employee Share Purchase Plan for the plan cycle commencingin 2014, provided that there are no local regulatory or administrativerestraints for the offer. Amendment of the 2013 Performance Share Plan Following Nokia's purchase of the remaining stake in NSN from Siemens which wascompleted in August 2013, and the intended sale of substantially all of Nokia'sD&S business to Microsoft announced on September 3, 2013, the metrics for the2013 Performance Share Plan are amended to take account of Nokia's new businessgoing forward. The amendment introduces a metric set on the basis of theAverage Net Sales Index over the two year performance period in replacement ofthe metric set on the basis of the Average Annual Net Sales Revenue. Inaddition, the Average Annual EPS targets are amended. Dilution effect As of December 31, 2013, the total maximum dilution effect of Nokia's equityprogram and option rights currently outstanding, assuming that the performanceshares would be delivered at maximum level, is approximately 2.3%. Thepotential maximum effect of the Nokia Equity Program 2014 would beapproximately another 0.9%, meaning a total dilution impact of 3.1%, againassuming the delivery at maximum level for performance shares, and the deliveryof matching shares against the estimated maximum amount of contributions to theparticipants under the Employee Share Purchase Plan. The calculation for theEmployee Share Purchase Plan is based on closing share price EUR 5.28 onFebruary 13, 2014. FORWARD-LOOKING STATEMENTSIt should be noted that Nokia and its business are exposed to various risks anduncertainties and certain statements herein that are not historical facts areforward-looking statements, including, without limitation, those regarding: A)the planned sale by Nokia of substantially all of Nokia's Devices & Servicesbusiness, including Smart Devices and Mobile Phones (referred to below as 'Saleof the D&S Business') pursuant to the Stock and Asset Purchase Agreement, datedas of September 2, 2013, between Nokia and Microsoft International HoldingsB.V.(referred to below as the 'Agreement'); B) the closing of the Sale of theD&S Business; C) receiving timely, if at all, necessary regulatory approvalsfor the Sale of the D&S Business; D) expectations, plans or benefits related toor caused by the Sale of the D&S Business; E) expectations, plans or benefitsrelated to Nokia's strategies, including plans for Nokia with respect to itscontinuing businesses that will not be divested in connection with the Sale ofthe D&S Business; F) expectations, plans or benefits related to changes inleadership and operational structure; G) expectations and targets regarding ouroperational priorities, financial performance or position, results ofoperations and use of proceeds from the Sale of the D&S Business; and H)statements preceded by 'believe,' 'expect,' 'anticipate,' 'foresee,' 'sees,''target,' 'estimate,' 'designed,' 'aim', 'plans,' 'intends,' 'focus,' 'will' orsimilar expressions. These statements are based on management's bestassumptions and beliefs in light of the information currently available to it.Because they involve risks and uncertainties, actual results may differmaterially from the results that we currently expect. Factors, including risksand uncertainties that could cause these differences include, but are notlimited to: 1) the inability to close the Sale of the D&S Business in a timelymanner, or at all, for instance due to the inability or delays in obtainingnecessary regulatory approvals for the Sale of the D&S Business, or theoccurrence of any event, change or other circumstance that could give rise tothe termination of the Agreement; 2) the potential adverse effect on the salesof our mobile devices, business relationships, operating results and businessgenerally resulting from the announcement of the Sale of the D&S Business orfrom the terms that we have agreed for the Sale of the D&S Business; 3) anynegative effect from the implementation of the Sale of the D&S Business, as wemay forego other competitive alternatives for strategies or partnerships thatwould benefit our Devices & Services business and if the Sale of the D&SBusiness is not closed, we may have limited options to continue the Devices &Services business or enter into another transaction on terms favorable to us,or at all; 4) our ability to effectively and smoothly implement planned changesto our leadership and operational structure or maintain an efficient interimgovernance structure and preserve or hire key personnel; 5) any negative effectfrom the implementation of the Sale of the D&S Business, including our internalreorganization in connection therewith, which will require significant time,attention and resources of our senior management and others within the companypotentially diverting their attention from other aspects of our business; 6)disruption and dissatisfaction among employees caused by the plans andimplementation of the Sale of the D&S Business reducing focus and productivityin areas of our business; 7) the amount of the costs, fees, expenses andcharges related to or triggered by the Sale of the D&S Business; 8) anyimpairments or charges to carrying values of assets or liabilities related toor triggered by the Sale of the D&S Business; 9) potential adverse effects onour business, properties or operations caused by us implementing the Sale ofthe D&S Business; 10) the initiation or outcome of any legal proceedings,regulatory proceedings or enforcement matters that may be instituted against usrelating to the Sale of the D&S Business, as well as the risk factors specifiedon pages 12-47 of Nokia's annual report on Form 20-F for the year endedDecember 31, 2012 under Item 3D. 'Risk Factors.' and risks outlined in ourfourth quarter and full year 2013 results report available for instance atwww.nokia.com/financials. Other unknown or unpredictable factors or underlyingassumptions subsequently proving to be incorrect could cause actual results todiffer materially from those in the forward-looking statements. Nokia does notundertake any obligation to publicly update or revise forward-lookingstatements, whether as a result of new information, future events or otherwise,except to the extent legally required.Media Enquiries: About NokiaNokia is a global leader in mobile communications whose products have become anintegral part of the lives of people around the world. Every day, more than 1.3billion 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. Media Enquiries: NokiaCommunicationsTel. +358 7180 34900Email: [email protected] www.nokia.comNews Source: NASDAQ OMX 14.02.2014 DGAP's Distribution Services include Regulatory Announcements,Financial/Corporate News and Press Releases.Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: EnglishCompany: Nokia FinlandPhone: Fax: E-mail: Internet: ISIN: FI0009000681Category Code: MSCTIDM: 0HAFSequence Number: 1906Time of Receipt: Feb 14, 2014 20:24:11 End of Announcement DGAP News-Service ---------------------------------------------------------------------------UK-Regulatory-announcement transmitted by DGAP - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.
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