27th Jan 2011 10:15
Nokia / Miscellaneous 27.01.2011 12:15 Dissemination of a UK Regulatory Announcement, transmitted byDGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Dividend of EUR 0.40 per share will be proposed for 2010 (EUR 0.40 for 2009) Nokia CorporationStock Exchange ReleaseJanuary 27, 2011 at 13.15 (CET +1) Espoo, Finland - Nokia announced today that its Board of Directors has resolvedto convene the Annual General Meeting on May 3, 2011 and that the Board and itsCommittees will submit the below proposals to the Annual General Meeting. - Proposal to pay a dividend of EUR 0.40 per share- Proposals on the Board composition and remuneration- Proposal for a new stock option plan as part of Nokia Equity Program 2011- Proposal to authorize the Board to repurchase shares to maintain flexibilitybut with no current plans to repurchase shares in 2011 - Proposal to re-elect the external auditor Proposal to pay a dividendThe Board will propose to the Annual General Meeting that a dividend of EUR0.40 per share be paid for the fiscal year 2010. The dividend ex-date would beMay 4, 2011, the record date May 6, 2011 and the payment date on or about May20, 2011. Proposals on Board composition and remunerationNokia Board members, Lalita Gupte and Keijo Suila, have informed that they willno longer be available for the Nokia Board of Directors. Ms Gupte was firstappointed to Nokia Board in 2007 and she has been a member of the AuditCommittee during her entire directorship. Mr Suila has been Nokia Board membersince 2006 and he is currently also a member of the Personnel Committee. The Board's Corporate Governance and Nomination Committee will propose to theAnnual General Meeting that the number of Board members be eleven (11) 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 2012:Bengt Holmstrom, Henning Kagermann, Per Karlsson, Isabel Marey-Semper, JormaOllila, Marjorie Scardino and Risto Siilasmaa. In addition, the Committee will propose that Jouko Karvinen, CEO of Stora EnsoOyj, Helge Lund, President and CEO of Statoil Group, and Kari Stadigh, GroupCEO and President of Sampo plc, be elected as members of the Nokia Board ofDirectors for a term ending at the Annual General Meeting in 2012. Also, theCommittee will propose election of Stephen Elop, President and CEO of NokiaCorporation, to Nokia Board of Directors for the same term. Additional information about the Board member candidates will be available inthe Committee proposal. As to the Board remuneration, the Corporate Governance and Nomination Committeewill propose that the annual fee payable to the Board members elected at theAnnual General Meeting on May 3, 2011 for a term ending at the Annual GeneralMeeting in 2012, remain at the same level than during the past three years asfollows: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, andEUR 130 000 for each member, excluding the President and CEO of Nokia ifelected to the Nokia Board; for the Chairman of the Audit Committee and theChairman of the Personnel Committee an additional annual fee of EUR 25 000; andfor each member of the Audit Committee an additional annual fee of EUR 10 000.Further, the Corporate Governance and Nomination Committee will propose that,as in the past, approximately 40% of the remuneration be paid in NokiaCorporation shares purchased from the market, which shares shall be retaineduntil the end of the board membership in line with the Nokia policy (except forthose shares needed to offset any costs relating to the acquisition of theshares, including taxes). New stock option plan as part of Nokia Equity Program 2011As part of Nokia Equity Program 2011, the Board proposes to the Annual GeneralMeeting that selected personnel of Nokia Group be granted a maximum of 35million stock options until the end of 2013. The planned maximum annual grantfor the year 2011 under this Stock Option Plan 2011 is approximately 12 millionstock options, with the remaining stock options available through the end of2013. The proposed 2011 Stock Option Plan will succeed the previous 2007 StockOption Plan approved by the Annual General Meeting 2007 which has not beenavailable for further grants of stock since the end of 2010. The stock optionsentitle recipients to subscribe for a maximum of 35 million Nokia shares overthe life of the plan. The sub-categories of stock options to be granted underthe plan will have a term of approximately six years. The vesting periods ofthe stock options are as follows: 50% of shares granted under each subcategoryvesting after three years from grant date and remaining 50% vesting four yearsafter the relevant grant date. The exercise period for the first sub-categorywill commence on July 1, 2014 and the exercise period for the lastsub-categories will expire on December 27, 2019. The exercise prices (i.e.,share subscription prices) shall be determined on a quarterly basis at grantand will be equal to the market price of the Nokia share quoted in publictrading at the time of the pricing, as determined in the plan's terms andconditions. The overall Nokia Equity Program 2011, following previous years' practice, hasthe below structure as approved by the Board of Directors and subject to theapproval of the Stock Option Plan 2011 by the Annual General Meeting: - Performance Shares - offered as the main equity-based incentive toapproximately 4 700 employees, who receive shares only upon the achievement ofthreshold level for the two independent performance criteria: Average AnnualNet Sales Growth and Average Annual EPS; - Stock options - a more limited plan, used in conjunction with performanceshares on a selective basis for senior managers, to better align with a focuson Nokia share price appreciation; and - Restricted Shares - granted on a very selective basis to retain our highpotential and critical talent, vital to the future success of Nokia. As Nokia clarifies its strategic directions, the Equity Program 2011 willsupport employee focus and alignment with the company's targets. The EquityProgram 2011, like Nokia equity programs of previous years, will attract,retain and motivate critical talent. Similarly, it intends to align thepotential value participants receive directly with the long-term performance ofthe company, thus aligning the participants' interests with Nokia shareholders'interests. Nokia's balanced approach and use of the performance-based plan asthe main long-term incentive vehicle effectively contributes to the long-termvalue creation and sustainability of the company and ensures that compensationis based on performance. Under the Nokia Performance Share Plan 2011, Nokia shares will be deliveredprovided that the Company's performance reaches at least one of the requiredthreshold levels measured by two independent performance criteria: (1) Average annual net sales growth during the performance period; and (2)Average annual earnings per share (EPS) (diluted, non-IFRS) during theperformance period. The threshold and maximum levels for the Performance Share Plan 2011 arescheduled to be determined and disclosed during the first quarter of 2011. NoPerformance Shares will be granted under the plan prior to that. The Performance Share Plan 2011 has a three-year performance period(2011-2013). The grant of Performance Shares in 2011 may result in an aggregatemaximum payout of 28 million Nokia shares, should the maximum level for bothperformance criteria be met. Nokia intends to continue to grant performanceshares also in 2012-2013 up to a total maximum payout of approximately 56million Nokia shares, should the maximum level for both performance criteria bemet. The Restricted Share Plan 2011 has a three-year restriction period. The grantof Restricted Shares in 2011 may result in an aggregate maximum payout of 9million Nokia shares. Nokia intends to continue to grant restricted shares alsoin 2012-2013 up to total payout of approximately 18 million Nokia shares. As of December 31, 2010, the total maximum dilution effect of Nokia's equityprogram currently outstanding, assuming that the performance shares aredelivered at maximum level, is approximately 1.5 %. The potential maximumeffect of the Nokia Equity Program 2011 will be approximately another 1.3 %. The performance period for the Performance Share Plan 2008 ended on December31, 2010, and there will be no settlement under the plan as the thresholdperformance criteria of EPS and Average Annual Net Sales Growth were not met.To fulfill the Company's obligations under other, considerably more limitedequity incentive plans, Nokia's Board of Directors has resolved to issue atotal amount of 1 315 000 Nokia shares (NOK1V) held by the Company to settleits commitment to approximately 500 participants, employees of the Nokia Group. Proposals to authorize the Board to repurchase sharesThe Board will propose that the Annual General Meeting authorize the Board toresolve to repurchase a maximum of 360 million Nokia shares. The proposedmaximum number of shares is the same as in the Board's current share repurchaseauthorization and it represents less than 10 % of all the shares of theCompany. The shares may be repurchased in order to develop the capitalstructure of the Company, finance or carry out acquisitions or otherarrangements, settle the Company's equity-based incentive plans, be transferredfor other purposes, or be cancelled. The shares may be repurchased eitherthrough a tender offer made to all shareholders on equal terms, or throughpublic trading from the stock market. The authorization would be effectiveuntil June 30, 2012 and terminate the current authorization granted by theAnnual General Meeting on May 6, 2010. The repurchase authorization is proposed to maintain flexibility, but the Boardhas no current plans for repurchases during 2011. Election of external auditorIn addition, the Board's Audit Committee will propose to the Annual GeneralMeeting that PricewaterhouseCoopers Oy be re-elected as the Company's auditor,and that the auditor be reimbursed according to the invoice and in compliancewith the purchase 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.nokia.com/agm on February 2, 2011. Press kit available at http://www.nokia.com/A4686368?kit=135 FORWARD-LOOKING STATEMENTSIt should be noted that certain statements herein which are not historicalfacts are forward-looking statements, including, without limitation, thoseregarding: A) the timing of the deliveries of our products and services andtheir combinations; B) our ability to develop, implement and commercialize newtechnologies, products and services and their combinations; C) expectationsregarding market developments and structural changes; D) expectations andtargets regarding our industry volumes, market share, prices, net sales andmargins of products and services and their combinations; E) expectations andtargets regarding our operational priorities and results of operations; F) theoutcome of pending and threatened litigation; G) expectations regarding thesuccessful completion of acquisitions or restructurings on a timely basis andour ability to achieve the financial and operational targets set in connectionwith any such acquisition or restructuring; and H) statements preceded by'believe,' 'expect,' 'anticipate,' 'foresee,' 'target,' 'estimate,' 'designed,''plans,' 'will' or similar expressions. These statements are based onmanagement's best assumptions and beliefs in light of the information currentlyavailable to it. Because they involve risks and uncertainties, actual resultsmay differ materially from the results that we currently expect. Factors thatcould cause these differences include, but are not limited to: 1) thecompetitiveness and quality of our portfolio of products and services and theircombinations; 2) our ability to timely and successfully develop or otherwiseacquire the appropriate technologies and commercialize them as new advancedproducts and services and their combinations, including our ability to attractapplication developers and content providers to develop applications andprovide content for use in our devices; 3) our ability to effectively, timelyand profitably adapt our business and operations to the requirements of theconverged mobile device market and the services market; 4) the intensity ofcompetition in the various markets where we do business and our ability tomaintain or improve our market position or respond successfully to changes inthe competitive environment; 5) the occurrence of any actual or even allegeddefects or other quality, safety or security issues in our products andservices and their combinations; 6) the development of the mobile and fixedcommunications industry and general economic conditions globally andregionally; 7) our ability to successfully manage costs; 8) exchange ratefluctuations, including, in particular, fluctuations between the euro, which isour reporting currency, and the US dollar, the Japanese yen and the Chineseyuan, as well as certain other currencies; 9) the success, financial conditionand performance of our suppliers, collaboration partners and customers; 10) ourability to source sufficient amounts of fully functional components,sub-assemblies, software, applications and content without interruption and atacceptable prices and quality; 11) our success in collaboration arrangementswith third parties relating to the development of new technologies, productsand services, including applications and content; 12) our ability to manageefficiently our manufacturing and logistics, as well as to ensure the quality,safety, security and timely delivery of our products and services and theircombinations; 13) our ability to manage our inventory and timely adapt oursupply to meet changing demands for our products; 14) our ability to protectthe complex technologies, which we or others develop or that we license, fromclaims that we have infringed third parties' intellectual property rights, aswell as our unrestricted use on commercially acceptable terms of certaintechnologies in our products and services and their combinations; 15) ourability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented,standardized or proprietary technologies from third-party infringement oractions to invalidate the intellectual property rights of these technologies;16) the impact of changes in government policies, trade policies, laws orregulations and economic or political turmoil in countries where our assets arelocated and we do business; 17) any disruption to information technologysystems and networks that our operations rely on; 18) our ability to retain,motivate, develop and recruit appropriately skilled employees; 19) unfavorableoutcome of litigations; 20) allegations of possible health risks fromelectromagnetic fields generated by base stations and mobile devices andlawsuits related to them, regardless of merit; 21) our ability to achievetargeted costs reductions and increase profitability in Nokia Siemens Networksand to effectively and timely execute related restructuring measures; 22)developments under large, multi-year contracts or in relation to majorcustomers in the networks infrastructure and related services business; 23) themanagement of our customer financing exposure, particularly in the networksinfrastructure and related services business; 24) whether ongoing or anyadditional governmental investigations into alleged violations of law by someformer employees of Siemens AG ('Siemens') may involve and affect thecarrier-related assets and employees transferred by Siemens to Nokia SiemensNetworks; 25) any impairment of Nokia Siemens Networks customer relationshipsresulting from ongoing or any additional governmental investigations involvingthe Siemens carrier-related operations transferred to Nokia Siemens Networks;as well as the risk factors specified on pages 11-32 of Nokia's annual reportForm 20-F for the year ended December 31, 2009 under Item 3D. 'Risk Factors.'Other unknown or unpredictable factors or underlying assumptions subsequentlyproving to be incorrect could cause actual results to differ materially fromthose in the forward-looking statements. Nokia does not undertake anyobligation to publicly update or revise forward-looking statements, whether asa result of new information, future events or otherwise, except to the extentlegally required. Media and Investor Contacts: NokiaCommunicationsTel. +358 7180 34900Email: [email protected] Investor Relations EuropeTel. +358 7180 34927 Investor Relations USTel. +1 914 368 0555 www.nokia.comNews Source: NASDAQ OMX 27.01.2011 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: 661Time of Receipt: Jan 27, 2011 12:15:06 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.
Related Shares:
Nokia Ord