30th Apr 2014 07:00
Nokia / Notice of AGM 30.04.2014 07:00 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 ReleaseApril 30, 2014 at 8.00 am (CET +1) Notice is given to the shareholders of Nokia Corporation (the 'Company') of theAnnual General Meeting to be held on Tuesday, June 17, 2014 at 2:00 p.m. atHelsinki Exhibition & Convention Centre, Amfi Hall, Messuaukio 1, Helsinki,Finland. The reception of persons who have registered for the Meeting willcommence at 12:30 p.m. A. Matters on the agenda of the Annual General Meeting At the Annual General Meeting, the following matters will be considered: 1. Opening of the Meeting 2. Matters of order for the Meeting 3. Election of the persons to confirm the minutes and to verify the counting ofvotes 4. Recording the legal convening of the Meeting and quorum 5. Recording the attendance at the Meeting and adoption of the list of votes 6. Presentation of the Annual Accounts, the review by the Board of Directorsand the Auditor's report for the year 2013 - Review by the President and CEO 7. Adoption of the Annual Accounts 8. Resolution on the use of the profit shown on the balance sheet and thepayment 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 aggregatedividend would be paid to shareholders registered in the Register ofShareholders of the Company on the record date of the dividend payment, June23, 2014. The Board proposes that the dividend will be paid on or about July 3,2014. 9. Resolution on the discharge of the members of the Board of Directors and thePresident and CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Board's Corporate Governance and Nomination Committee proposes to theAnnual General Meeting that the annual fee payable to the Board members electedat the same meeting for a term ending at the Annual General Meeting in 2015remain at the same level as it has been for the past six years: EUR 440 000 forthe Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for eachmember. In addition, the Committee proposes that the Chairman of the AuditCommittee and the Chairman of the Personnel Committee will each receive anadditional annual fee of EUR 25 000 and other members of the Audit Committee anadditional annual fee of EUR 10 000 each. The Corporate Governance andNomination Committee proposes that approximately 40 per cent of theremuneration 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 director's Board membership in line with thecurrent Nokia policy (except for the shares needed to offset any costs relatingto the acquisition of the shares, including taxes). 11. Resolution on the number of members of the Board of Directors The Board's Corporate Governance and Nomination Committee proposes to theAnnual General Meeting that the number of Board members be nine. 12. Election of members of the Board of Directors The Board's Corporate Governance and Nomination Committee proposes to theAnnual General Meeting that the following current Nokia Board members bere-elected as members of the Board for a term ending at the Annual GeneralMeeting in 2015: Bruce Brown, Elizabeth Doherty, Jouko Karvinen, Marten Mickos,Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. In addition, the Committeeproposes that Vivek Badrinath and Dennis Strigl be elected as a new member ofthe Board for the same term. 13. Resolution on the remuneration of the Auditor The Board's Audit Committee proposes to the Annual General Meeting that theexternal auditor to be elected at the Annual General Meeting be reimbursedbased on the invoice of the auditor and in compliance with the purchase policyapproved by the Audit Committee. 14. Election of Auditor The Board's Audit Committee proposes to the Annual General Meeting thatPricewaterhouseCoopers Oy be re-elected as the auditor of the Company for thefiscal year 2014. 15. Authorization to the Board of Directors to resolve to repurchase theCompany's own shares The Board proposes that the Annual General Meeting authorize the Board toresolve to repurchase a maximum of 370 million Nokia shares by using funds inthe unrestricted shareholders' equity. Repurchases will reduce funds availablefor distribution of profits. The shares may be repurchased in order to optimizethe capital structure of the Company and are expected to be cancelled. Inaddition, shares may be repurchased in order to finance or carry outacquisitions or other arrangements, to settle the Company's equity-basedincentive plans, or to be transferred for other purposes. The shares may be repurchased either a) through a tender offer made to all the shareholders on equal terms; or b) in marketplaces by repurchasing the shares in another proportion than thatof the current shareholders. It is proposed that the authorization be effective until December 17, 2015 andterminate the corresponding authorization granted by the Annual General Meetingon May 7, 2013. 16. Authorization to the Board of Directors to resolve on the issuance ofshares and special rights entitling to shares The Board proposes that the Annual General Meeting authorize the Board toresolve to issue in total a maximum of 740 million shares through issuance ofshares or special rights entitling to shares under Chapter 10, Section 1 of theFinnish Limited Liability Companies Act in one or more issues during theeffective period of the authorization. The Board may issue either new shares orshares held by the Company. The Board proposes that the authorization may be used to develop the Company'scapital structure, diversify the shareholder base, finance or carry outacquisitions or other arrangements, settle the Company's equity-based incentiveplans, or for other purposes resolved by the Board. It is proposed that the authorization includes the right for the Board toresolve on all the terms and conditions of the issuance of shares and suchspecial rights, including to whom shares or special rights may be issued aswell as the consideration to be paid. The authorization thereby includes theright to deviate from the shareholders' pre-emptive rights within the limitsset by law. It is proposed that the authorization be effective until December 17, 2015 andterminate the corresponding authorization granted by the Annual General Meetingon May 7, 2013. 17. Closing of the Meeting B. Documents of the Annual General Meeting The proposals of the Board of Directors and its Committees relating to theagenda of the Annual General Meeting as well as this notice are available onthe Company's website at www.company.nokia.com/agm. The 'Nokia in 2013'publication, which includes the Company's Annual Accounts, the review by theBoard of Directors and the auditor's report, is also available on theabove-mentioned website. The proposals of the Board of Directors and the AnnualAccounts will also be available at the Meeting. Copies of these documents andof this notice will be sent to shareholders upon request. C. Instructions for the participants in the Annual General Meeting 1. The right to participate and registration Each shareholder, who on June 5, 2014 is registered in the Register ofShareholders of the Company, has the right to participate in the Annual GeneralMeeting. A shareholder, whose shares are registered on his/her Finnishbook-entry account, is automatically registered in the Register of Shareholdersof the Company. A shareholder, who wishes to participate in the Annual GeneralMeeting, must register for the Meeting by giving prior notice of attendance nolater than on June 11, 2014 at 4:00 p.m. (Finnish time) by which time theregistration needs to be received by the Company. Such notice can be given: a) through Nokia's website at www.company.nokia.com/agm; b) by telephone to +358 20 770 6870 from Monday to Friday at 09:00 a.m. to 4:00p.m. (Finnish time); c) by telefax to +358 10 448 1004; or d) by letter to the Registry of Shareholders, Nokia Corporation, P.O. Box 226,Fl-00045 NOKIA GROUP. In connection with the registration, a shareholder is required to notifyhis/her name, personal identification number, address, telephone number, thename of a possible assistant and the name and the personal identificationnumber of a possible proxy representative. 2. Advance voting service A shareholder, who has a Finnish book-entry account, may vote in advance oncertain items on the agenda of the Annual General Meeting through the Company'swebsite from April 30, 2014 until 4:00 p.m on June 11, 2014 (Finnish time).Unless a shareholder voting in advance will be present in person or by proxy inthe Meeting, he/she may not be able to exercise his/her right under the FinnishLimited Liability Companies Act to request information or a vote in the meetingand if decision proposals regarding certain agenda item have changed after thebeginning of the advance voting period, his/her possibility to vote on suchitem may be restricted. The conditions and other instructions relating to theelectronic advance voting may be found on the Company's websitewww.company.nokia.com/agm. The Finnish book-entry account number of theshareholder is needed for voting in advance. 3. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting and exercisehis/her rights at the Meeting by proxy. A proxy representative shall produce adated proxy document or otherwise in a reliable manner demonstrate his/herright to represent the shareholder at the Annual General Meeting. Should ashareholder participate in the meeting by means of several proxyrepresentatives representing the shareholder with shares in differentbook-entry accounts, the shares by which each proxy representative representsthe shareholder shall be identified in connection with the registration for theAnnual General Meeting. Possible proxy documents should be delivered inoriginals to Nokia's Registry of Shareholders before the last date forregistration. 4. Holders of nominee registered shares A holder of nominee registered shares is advised without delay to request fromhis/her custodian bank the necessary instructions regarding registration in theRegister of Shareholders of the Company, issuing of proxy documents andregistration for the Annual General Meeting. The account managementorganization of the custodian bank will register a holder of nominee registeredshares, who wants to participate in the Annual General Meeting, to be enteredin the temporary Register of Shareholder of the Company at the latest on June12, 2014 at 4:00 p.m. (Finnish time). Further information on these matters canalso be found on the Company's website www.company.nokia.com/agm. 5. Other instructions and information On the date of this notice of the Annual General Meeting, April 28, 2014, thetotal number of shares in Nokia Corporation and votes represented by suchshares is 3 744 994 342. Doors of the meeting venue will open at 12:30 p.m. The shareholders, theirrepresentatives and possible assistants are required to prove their identity atthe entrance. The participants are kindly invited to the coffee receptionbefore the meeting. The Meeting will be conducted primarily in Finnish, andsimultaneous translation will be available into Swedish and English, and asnecessary, into Finnish. Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability CompaniesAct, a shareholder who is present at the Annual General Meeting has the rightto request information with respect to the matters to be considered at theMeeting. Espoo, April 28, 2014 BOARD OF DIRECTORS 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 30.04.2014 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: NOATIDM: 0HAFSequence Number: 2019Time of Receipt: Apr 30, 2014 07:00:01 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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