26th Jan 2012 10:30
Nokia / Miscellaneous 26.01.2012 12:30 Dissemination of a UK Regulatory Announcement, transmitted byDGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Nokia Corporation Stock Exchange Release January 26, 2012 at 13.30 (CET +1) Espoo, Finland - Nokia announced today that Nokia's Board of Directors hasapproved the Nokia Equity Program 2012 consisting of Performance Shares,dependent on the achievement of two independent financial performance criteria;Restricted Shares, used together with Performance Shares; and Stock options,used on a more limited basis. As the transition of Nokia's business continues, the Nokia Equity Program 2012will support the participants' focus and alignment with the company's strategyand targets. The primary equity instruments for the executive employees areperformance shares and stock options. For directors below the executive level,the primary equity instruments are performance shares and restricted shares.Below the director level, performance shares and restricted shares are used ona selective basis to ensure retention and recruitment of functional mastery andother employees deemed critical to Nokia's future success. Nokia's balanced approach and use of the performance-based plan in conjunctionwith the restricted share plan as the main long-term incentive vehicleseffectively contribute to the long-term value creation and sustainability ofthe company. They also ensure that the overall equity-based compensation isbased on performance while ensuring the recruitment and retention of talentvital to the future success of Nokia. Approximately 4 500 employees are expected to participate in the Nokia EquityProgram 2012. Under the Performance Share Plan 2012, Nokia shares will be delivered providedthat the financial performance reaches at least one of the required thresholdlevels measured by two independent performance criteria. The performancecriteria are average annual net sales and earnings per share for theperformance period. The threshold and maximum levels for the Performance SharePlan 2012 are scheduled to be determined and disclosed during the first quarterof 2012. No Performance Shares will be granted under the plan prior to that.The Plan has a two-year performance period (2012-2013) and a subsequentone-year restriction period. Accordingly, the amount of shares based on thefinancial performance during the two-year period will vest after the thirdyear. The grant of Performance Shares in 2012 may result in an aggregatemaximum payout of 36 million Nokia shares, should the maximum level for bothperformance criteria be met. The Restricted Share Plan 2012 has a three-year restriction period. The grantof Restricted Shares in 2012 may result in an aggregate maximum payout of 14million Nokia shares. As part of the Nokia Equity Program 2012, stock options will be granted underthe Nokia Stock Option Plan 2011 approved by the Annual General Meeting 2011.Stock options can be granted under the Stock Option Plan 2011 until the end of2013 and they have a vesting period of 50 % of stock options vesting threeyears after grant and the remaining 50 % vesting four years from grant. Theplanned maximum number of stock options to be granted during 2012 isapproximately 8.5 million. As of December 31, 2011, the total maximum dilution effect of Nokia's equityprogram currently outstanding, assuming that the performance shares would bedelivered at maximum level, is approximately 1.8 %. The potential maximumeffect of the Nokia Equity Program 2012, again assuming the delivery at maximumlevel, would be approximately another 1.6 %. Settlements under various Nokia equity plansThe performance period for the Performance Share Plan 2009 ended on December31, 2011, and there will be no settlement to the participants under the plan asthe threshold performance criteria of EPS and Average Annual Net Sales Growthwere not met. To fulfill the Company's obligations under other, considerablymore limited equity incentive plans, Nokia's Board of Directors has resolved toissue a total amount of 1 010 000 Nokia shares (NOK1V) held by the Company tosettle its commitment to approximately 400 participants, employees of the NokiaGroup. About Nokia Nokia 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 FORWARD-LOOKING STATEMENTS It should be noted that certain statements herein which are not historicalfacts are forward-looking statements, including, without limitation, thoseregarding: A) the expected plans and benefits of our strategic partnership withMicrosoft to combine complementary assets and expertise to form a global mobileecosystem and to adopt Windows Phone as our primary smartphone platform; B) thetiming and expected benefits of our new strategy, including expectedoperational and financial benefits and targets as well as changes in leadershipand operational structure; C) the timing of the deliveries of our products andservices; D) our ability to innovate, develop, execute and commercialize newtechnologies, products and services; E) expectations regarding marketdevelopments and structural changes; F) expectations and targets regarding ourindustry volumes, market share, prices, net sales and margins of products andservices; G) expectations and targets regarding our operational priorities andresults of operations; H) expectations and targets regarding collaboration andpartnering arrangements; I) the outcome of pending and threatened litigation;J) expectations regarding the successful completion of acquisitions orrestructurings on a timely basis and our ability to achieve the financial andoperational targets set in connection with any such acquisition orrestructuring; and K) statements preceded by 'believe,' 'expect,' 'anticipate,''foresee,' 'target,' 'estimate,' 'designed,' 'plans,' '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 that could cause these differencesinclude, but are not limited to: 1) our ability to succeed in creating acompetitive smartphone platform for high-quality differentiated winningsmartphones or in creating new sources of revenue through our partnership withMicrosoft; 2) the expected timing of the planned transition to Windows Phone asour primary smartphone platform and the introduction of mobile products basedon that platform; 3) our ability to maintain the viability of our currentSymbian smartphone platform during the transition to Windows Phone as ourprimary smartphone platform; 4) our ability to realize a return on ourinvestment in MeeGo and next generation devices, platforms and userexperiences; 5) our ability to build a competitive and profitable globalecosystem of sufficient scale, attractiveness and value to all participants andto bring winning smartphones to the market in a timely manner; 6) our abilityto produce mobile phones in a timely and cost efficient manner withdifferentiated hardware, localized services and applications; 7) our ability toincrease our speed of innovation, product development and execution to bringnew competitive smartphones and mobile phones to the market in a timely manner;8) our ability to retain, motivate, develop and recruit appropriately skilledemployees; 9) our ability to implement our strategies, particularly our newmobile product strategy; 10) the intensity of competition in the variousmarkets where we do business and our ability to maintain or improve our marketposition or respond successfully to changes in the competitive environment; 11)our ability to maintain and leverage our traditional strengths in the mobileproduct market if we are unable to retain the loyalty of our mobile operatorand distributor customers and consumers as a result of the implementation ofour new strategy or other factors; 12) our success in collaboration andpartnering arrangements with third parties, including Microsoft; 13) thesuccess, financial condition and performance of our suppliers, collaborationpartners and customers; 14) our ability to source sufficient quantities offully functional quality components, subassemblies and software on a timelybasis without interruption and on favorable terms, including the disruption ofproduction and/or deliveries from any of our suppliers as a result of adverseconditions in the geographic areas where they are located; 15) our ability tomanage efficiently our manufacturing, service creation, delivery and logisticswithout interruption; 16) our ability to ensure the timely delivery ofsufficient volumes of products that meet our and our customers' and consumers'requirements and manage our inventory and timely adapt our supply to meetchanging demands for our products; 17) any actual or even alleged defects orother quality, safety and security issues in our products; 18) any actual oralleged loss, improper disclosure or leakage of any personal or consumer datacollected or made available to us or stored in or through our products; 19) ourability to successfully manage costs, including our ability to achieve targetedcosts reductions and to effectively and timely execute related restructuringmeasures, including personnel reductions; 20) our ability to effectively andsmoothly implement the new operational structure for our businesses; 21) thedevelopment of the mobile and fixed communications industry and generaleconomic conditions globally and regionally; 22) exchange rate fluctuations,including, in particular, fluctuations between the euro, which is our reportingcurrency, and the US dollar, the Japanese yen and the Chinese yuan, as well ascertain other currencies; 23) our ability to protect the technologies, which weor others develop or that we license, from claims that we have infringed thirdparties' intellectual property rights, as well as our unrestricted use oncommercially acceptable terms of certain technologies in our products andservices; 24) our ability to protect numerous patented standardized orproprietary technologies from third-party infringement or actions to invalidatethe intellectual property rights of these technologies; 25) the impact ofchanges in government policies, trade policies, laws or regulations andeconomic or political turmoil in countries where our assets are located and wedo business; 26) any disruption to information technology systems and networksthat our operations rely on; 27) unfavorable outcome of litigations; 28)allegations of possible health risks from electromagnetic fields generated bybase stations and mobile products and lawsuits related to them, regardless ofmerit; 29) our ability to achieve targeted costs reductions and increaseprofitability in Nokia Siemens Networks and to effectively and timely executerelated restructuring measures; 30) Nokia Siemens Networks' ability to maintainor improve its market position or respond successfully to changes in thecompetitive environment; 31) Nokia Siemens Networks' liquidity and its abilityto meet its working capital requirements; 32) whether Nokia Siemens Networks isable to successfully integrate the acquired assets of Motorola Solutions'networks business, retain existing customers of the acquired business,cross-sell Nokia Siemens Networks' products and services to customers of theacquired business and otherwise realize the expected synergies and benefits ofthe acquisition; 33) Nokia Siemens Networks' ability to timely introduce newproducts, services, upgrades and technologies; 34) Nokia Siemens Networks'success in the telecommunications infrastructure services market and NokiaSiemens Networks' ability to effectively and profitably adapt its business andoperations in a timely manner to the increasingly diverse service needs of itscustomers; 35) developments under large, multi-year contracts or in relation tomajor customers in the networks infrastructure and related services business;36) the management of our customer financing exposure, particularly in thenetworks infrastructure and related services business; 37) whether ongoing orany additional governmental investigations into alleged violations of law bysome former employees of Siemens AG may involve and affect the carrier-relatedassets and employees transferred by Siemens AG to Nokia Siemens Networks; 38)any impairment of Nokia Siemens Networks customer relationships resulting fromongoing or any additional governmental investigations involving the Siemenscarrier-related operations transferred to Nokia Siemens Networks; as well asthe risk factors specified on pages 12-39 of Nokia's annual report Form 20-Ffor the year ended December 31, 2010 under Item 3D. 'Risk Factors.' Otherunknown or unpredictable factors or underlying assumptions subsequently provingto be incorrect could cause actual results to differ materially from those inthe forward-looking statements. Nokia does not undertake any obligation topublicly update or revise forward-looking statements, whether as a result ofnew information, future events or otherwise, except to the extent legallyrequired. Media and Investor Contacts: Nokia Communications Tel. +358 7180 34900Email: [email protected] Investor Relations Europe Tel. +358 7180 34927 Investor Relations US Tel. +1 914 368 0555 www.nokia.comNews Source: NASDAQ OMX 26.01.2012 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: MSCLSE Ticker: 0HAFSequence Number: 973Time of Receipt: Jan 26, 2012 12:30:09 End of Announcement DGAP News-Service ---------------------------------------------------------------------------UK-Regulatory-announcement transmitted by DGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.
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