17th Jun 2014 17:05
Nokia / Miscellaneous 17.06.2014 17:05 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 ReleaseJune 17, 2014 at 18:05 (CET +1) Espoo, Finland -The Annual General Meeting of Nokia Corporation held on June17, 2014 ('AGM') made the following resolutions: Dividend The AGM resolved to distribute an ordinary dividend of EUR 0.11 per share foryear 2013. In addition the AGM resolved to distribute a special dividend of EUR0.26 per share. The ex-dividend date is June 18, 2014, the record date June 23,2014 and the dividend will be paid on or about July 3, 2014. Board and Committee members elected The AGM resolved to elect nine members to the Board of Directors. The followingmembers of the Nokia Board were re-elected for a term ending at the close ofthe Annual General Meeting in 2015: Bruce Brown, Elizabeth Doherty, JoukoKarvinen, Marten Mickos, Elizabeth Nelson, Risto Siilasmaa and Kari Stadigh. Vivek Badrinath and Dennis Strigl were elected as new members of the Board forthe same term. The resumes of the elected Board members are available athttp://company.nokia.com/en/about-us/corporate-governance/board-of-directors/meet-the-board. In its assembly meeting, the Board of Directors elected Risto Siilasmaa asChairman of the Board, and Jouko Karvinen as Vice Chairman of the Board. The Board of Directors also elected the members of the Board Committees. BruceBrown was elected as Chairman and Kari Stadigh and Dennis Strigl as members ofthe Personnel Committee. Jouko Karvinen was elected as Chairman and VivekBadrinath, Elizabeth Doherty and Elizabeth Nelson as members of the AuditCommittee. Jouko Karvinen was elected as Chairman and Bruce Brown ja KariStadigh as members of the Corporate Governance and Nomination Committee. The AGM resolved the following annual fees to be paid to the members of theBoard of Directors for the term ending at the Annual General Meeting in 2015:EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and EUR 130 000for each member. In addition, the AGM resolved that the Chairmen of the AuditCommittee and the Personnel Committee will each be paid an additional annualfee of EUR 25 000, and other members of the Audit Committee an additionalannual fee of EUR 10 000 each. The AGM also resolved, in line with company'sCorporate Governance Guidelines, that approximately 40% of the remunerationwill be paid in Nokia shares purchased from the market, or alternatively byusing own shares held by the Company, which shares shall be retained until theend of the Board membership in line with the current Nokia policy (except forthose shares needed to offset any costs relating to the acquisition of theshares, including taxes). Other resolutions of the Annual General Meeting The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokiafor the fiscal year of 2014. The AGM authorized the Board of Directors to resolve to repurchase a maximum of370 million Nokia shares. The shares may be repurchased under the proposedauthorization in order to optimize the capital structure of the Company and areexpected to be cancelled. In addition, shares may be repurchased in order tofinance or carry out acquisitions or other arrangements, to settle theCompany's equity-based incentive plans, or to be transferred for otherpurposes. The authorization is effective until December 17, 2015 and terminatedthe authorization for repurchasing of the Company's shares granted by theAnnual General Meeting on May 7, 2013. The AGM also resolved to authorize the Board of Directors to issue a maximum of740 million shares through issuance of shares or special rights entitling toshares in one or more issues. The authorization may be used to develop theCompany's capital structure, diversify the shareholder base, finance or carryout acquisitions or other arrangements, settle the Company's equity-basedincentive plans, or for other purposes resolved by the Board. Under theauthorization, the Board may issue new shares or shares held by the Company.The authorization includes the right for the Board to resolve on all the termsand conditions of the issuance of shares and special rights entitling toshares, including issuance of shares or special rights in deviation from theshareholders' pre-emptive rights within the limits set by law. Theauthorization is effective until December 17, 2015 and terminated theauthorization for issuance of shares and special rights entitling to sharesresolved at the Annual General Meeting on May 7, 2013. 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 on pages 12-35 of Nokia'sannual report on Form 20-F for the year ended December 31, 2013 under Item 3D.'Risk Factors.' Other unknown or unpredictable factors or underlyingassumptions subsequently proven 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. 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 17.06.2014 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: 2077Time of Receipt: Jun 17, 2014 17:05:02 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.
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