29th Apr 2014 07:30
Nokia / Miscellaneous 29.04.2014 07:30 Dissemination of a Regulatory Announcement, transmitted byDGAP - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Ordinary dividend of EUR 0.11 per share and special dividend of EUR 0.26proposed for 2013Nokia CorporationStock Exchange ReleaseApril 29, 2014 at 8.30 am (CET +1) Espoo, Finland - Nokia announced today that its Board of Directors has resolvedto convene the Annual General Meeting on June 17, 2014 and that the Board andits Committees submit the below proposals to the Annual General Meeting. -- Proposal to pay an ordinary dividend of EUR 0.11 per share and a special dividend of EUR 0.26 per share -- Proposals on the Board composition and remuneration -- Proposals to authorize the Board to repurchase and issue shares -- Proposals on the re-election of the external auditor and auditor's remuneration Proposal on the payment of dividend The Board proposes to the Annual General Meeting that an ordinary dividend ofEUR 0.11 per share be paid for the fiscal year 2013. In addition the Boardproposes that in line with the capital structure optimization program decidedby the Board a special dividend of EUR 0.26 per share be paid. The ex-dividenddate would be June 18, 2014, the record date June 23, 2014 and the payment dateon or about July 3, 2014. Proposals on Board composition and remuneration Henning Kagermann and Helge Lund have informed that they will no longer beavailable for re-election to the Nokia Board of Directors after the AnnualGeneral Meeting. Mr. Kagermann has been a Nokia Board member since 2007 and Mr.Lund since 2011. The Board's Corporate Governance and Nomination Committee proposes to theAnnual General Meeting that the number of Board members be nine (9) and thatthe following current Nokia Board members be re-elected as members of the NokiaBoard of Directors for a term ending at the Annual General Meeting in 2015:Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Marten Mickos, ElizabethNelson, Risto Siilasmaa and Kari Stadigh. In addition, the Committee proposes that Vivek Badrinath, Deputy CEO of Accor,and Dennis Strigl, Retired CEO of Verizon Wireless and Author and Consultant,be elected as members of the Nokia Board of Directors for the same term. Additional information about the Board member candidates will be available inthe Committee proposal which will be published simultaneously with the noticeof the Annual General Meeting. The Corporate Governance and Nomination Committee will propose in the assemblymeeting of the new Board of Directors after the Annual General Meeting on June17, 2014 that Risto Siilasmaa be elected as Chairman of the Board and JoukoKarvinen as Vice Chairman of the Board, subject to their election to the Boardof Directors. As to the Board remuneration, the Corporate Governance and Nomination Committeeproposes that the annual fee payable to the Board members elected at the AnnualGeneral Meeting on June 17, 2014 for a term ending at the Annual GeneralMeeting in 2015, remains at the same level as during the past six years asfollows: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, andEUR 130 000 for each member; EUR 25 000 for the Chairman of the Audit Committeeand the Chairman of the Personnel Committee as an additional annual fee; andEUR 10 000 for each member of the Audit Committee as an additional annual fee.Further, the Corporate Governance and Nomination Committee proposes that, inline with the Company's Corporate Governance Guidelines, approximately 40% ofthe remuneration be paid in Nokia shares purchased from the market, oralternatively by using own shares held by the Company. The shares shall beretained until the end of the Board membership in line with the current Nokiapolicy (except for those shares needed to offset any costs relating to theacquisition of the shares, including taxes). Proposal to authorize the Board to repurchase shares In line with the capital optimization program announced today the Boardproposes that the Annual General Meeting authorizes the Board to resolve torepurchase a maximum of 370 million Nokia shares. The proposed amount of sharesrepresents less than 10% of all the shares of the Company. The shares may berepurchased under the proposed authorization in order to optimize the capitalstructure of the Company and are expected to be cancelled. In addition, sharesmay be repurchased in order to finance or carry out acquisitions or otherarrangements, to settle the Company's equity-based incentive plans, or to betransferred for other purposes.The shares may be repurchased in the openmarket, in privately negotiated transactions, through the use of derivativeinstruments, or through a tender offer made to all shareholders on equal terms.The authorization would be effective until December 17, 2015 and terminate thecurrent authorization granted by the Annual General Meeting on May 7, 2013. TheNokia Board plans to commence the repurchases following the publication of theCompany's interim report for the second quarter of 2014. Proposal to authorize the Board to issue shares The Board also proposes that the Annual General Meeting authorize the Board toresolve to issue a maximum of 740 million shares through issuance of shares orspecial rights entitling to shares in one or more issues. The Board proposesthat it may issue either new shares or shares held by the Company. The Boardproposes that the authorization may be used to develop the Company's capitalstructure, diversify the shareholder base, finance or carry out acquisitions orother arrangements, settle the Company's equity-based incentive plans, or forother purposes resolved by the Board. The proposed authorization includes theright for the Board to resolve on all the terms and conditions of the issuanceof shares and special rights entitling to shares, including issuance indeviation from the shareholders' pre-emptive rights. The authorization would beeffective until December 17, 2015 and terminate the current authorizationgranted by the Annual General Meeting on May 7, 2013. This is a change fromNokia's previous practice in which the share issuance authorization was soughtfor the Board for a three-year period. Proposals on election of external auditor and remuneration In addition, the Board's Audit Committee proposes to the Annual General Meetingthat PricewaterhouseCoopers Oy be re-elected as the Company's auditor, and thatthe auditor be reimbursed based on the invoice and in compliance with thepurchase policy approved by the Audit Committee. The notice to the Annual General Meeting and the complete proposals by theBoard and its Committees to the Annual General Meeting are scheduled to bepublished on Nokia's website at www.company.nokia.com/agm on or about April 30,2014. FORWARD LOOKING STATEMENTS It 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)expectations, plans or benefits related to Nokia's new strategy; B)expectations, plans or benefits related to future performance of Nokia'scontinuing businesses Networks, HERE and Technologies; C) expectations, plansor benefits related to changes in leadership and operational structure; D)expectations regarding market developments, general economic conditions andstructural changes; E) expectations and targets regarding performance,including those related to market share, prices, net sales and margins; F) thetiming of the deliveries of our products and services; G) expectations andtargets regarding our financial performance, cost savings and competitivenessas well as results of operations; H) expectations and targets regardingcollaboration and partnering arrangements; I) the outcome of pending andthreatened litigation, disputes, regulatory proceedings or investigations byauthorities; J) expectations regarding restructurings, investments, uses ofproceeds from transactions, acquisitions and divestments and our ability toachieve the financial and operational targets set in connection with any suchrestructurings, investments, divestments and acquisitions, including anyexpectations, plans or benefits related to or caused by the transactionannounced on September 3, 2013 where Nokia sold substantially all of Nokia'sDevices & Services business to Microsoft on April 25, 2014 ('Sale of the D&SBusiness'); K) statements preceded by or including 'believe,' 'expect,''anticipate,' 'foresee,' 'sees,' 'target,' 'estimate,' 'designed,' 'aim','plans,' 'intends,' 'focus', 'continue', 'project', 'should', 'will' or similarexpressions. These statements are based on management's best assumptions andbeliefs in light of the information currently available to it. Because theyinvolve risks and uncertainties, actual results may differ materially from theresults that we currently expect. Factors, including risks and uncertaintiesthat could cause these differences include, but are not limited to: 1) ourability to execute our new strategy successfully and in a timely manner, andour ability to successfully adjust our operations; 2) our ability to sustain orimprove the operational and financial performance of our continuing businessesand correctly identify business opportunities or successfully pursue newbusiness opportunities; 3) our ability to execute Networks' strategy andeffectively, profitably and timely adapt its business and operations to theincreasingly diverse needs of its customers and technological developments; 4)our ability within our Networks business to effectively and profitably investin and timely introduce new competitive high-quality products, services,upgrades and technologies; 5) our ability to invent new relevant technologies,products and services, to develop and maintain our intellectual propertyportfolio and to maintain the existing sources of intellectual property relatedrevenue and establish new such sources; 6) our ability to protect numerouspatented standardized or proprietary technologies from third-party infringementor actions to invalidate the intellectual property rights of thesetechnologies; 7) our ability within our HERE business to maintain currentsources of revenue, historically derived mainly from the automotive industry,create new sources of revenue, establish a successful location-based platformand extend our location-based services across devices and operating systems; 8)effects of impairments or charges to carrying values of assets, includinggoodwill, or liabilities; 9) our dependence on the development of the mobileand communications industry in numerous diverse markets, as well as on generaleconomic conditions globally and regionally; 10) our Networks business'dependence on a limited number of customers and large, multi-year contracts;11) our ability to retain, motivate, develop and recruit appropriately skilledemployees; 12) the potential complex tax issues and obligations we may face,including the obligation to pay additional taxes in various jurisdictions andour actual or anticipated performance, among other factors, could result inallowances related to deferred tax assets; 13) our ability to manage ourmanufacturing, service creation and delivery, and logistics efficiently andwithout interruption, especially if the limited number of suppliers we dependon fail to deliver sufficient quantities of fully functional products andcomponents or deliver timely services; 14) potential exposure to contingentliabilities due to the Sale of the D&S Business and possibility that theagreements we have entered into with Microsoft may have terms that prove to beunfavorable to us; 15) any inefficiency, malfunction or disruption of a systemor network that our operations rely on or any impact of a possiblecybersecurity breach; 16) our ability to reach targeted results or improvementsby managing and improving our financial performance, cost savings andcompetitiveness; 17) management of Networks' customer financing exposure; 18)the performance of the parties we partner and collaborate with, and our abilityto achieve successful collaboration or partnering arrangements; 19) our abilityto protect the technologies, which we develop, license, use or intend to usefrom claims that we have infringed third parties' intellectual property rights,as well as, impact of possible licensing costs, restriction on our usage ofcertain technologies, and litigation related to intellectual property rights;20) the impact of regulatory, political or other developments on our operationsand sales in those various countries or regions where we do business; 21)exchange rate fluctuations, particularly between the euro, which is ourreporting currency, and the US dollar, the Japanese yen and the Chinese yuan,as well as certain other currencies; 22) our ability to successfully implementplanned transactions, such as acquisitions, divestments, mergers or jointventures, manage unexpected liabilities related thereto and achieve thetargeted benefits; 23) the impact of unfavorable outcome of litigation,contract related disputes or allegations of health hazards associated with ourbusiness, as well as the risk factors specified in the most recent Nokia'sannual report on Form 20-F in under Item 3D. 'Risk Factors'. Other unknown orunpredictable factors or underlying assumptions subsequently proven to beincorrect could cause actual results to differ materially from those in theforward-looking statements. Nokia does not undertake any obligation to publiclyupdate or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required. About Nokia Nokia invests in technologies important in a world where billions of devicesare connected. We are focused on three businesses: network infrastructuresoftware, hardware and services, which we offer through Networks; locationintelligence, which we provide through HERE; and advanced technologydevelopment and licensing, which we pursue through Technologies. Each of thesebusinesses is a leader in its respective field. http://company.nokia.com Media Enquiries: NokiaCommunicationsTel. +358 (0) 10 448 4900Email: [email protected] Source: NASDAQ OMX 29.04.2014 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: 2017Time of Receipt: Apr 29, 2014 07:30:02 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.
Related Shares:
Nokia Ord