26th Jan 2012 10:26
Nokia / Notice of AGM 26.01.2012 12:26 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 0.20 per share will be proposed for 2011 Nokia Corporation Stock Exchange Release January 26, 2012 at 13.25 (CET +1) Espoo, Finland - Nokia announced today that its Board of Directors has resolvedto convene the Annual General Meeting on May 3, 2012 and that the Board and itsCommittees will submit the below proposals to the Annual General Meeting. - Proposal to pay a dividend of EUR 0.20 per share - Proposals on the Board composition and remuneration - Proposal to authorize the Board to repurchase shares to maintain flexibilitybut with no current plans to repurchase shares in 2012 - Proposal to re-elect the external auditor Proposal to pay a dividend The Board will propose to the Annual General Meeting that a dividend of EUR0.20 per share be paid for the fiscal year 2011. The ex-dividend date would beMay 4, 2012, the record date May 8, 2012 and the payment date on or about May23, 2012. Proposals on Board composition and remuneration Nokia Board Chairman Jorma Ollila and Nokia Board members Bengt Holmstrom andPer Karlsson have informed that they will no longer be available to serve onthe Nokia Board of Directors after the Annual General Meeting. Mr Ollila joinedNokia in 1985 and served as the President and CEO of the company 1992-1999 andChairman and CEO 1999-2006. He has been Nokia Board member since 1995 and theChairman of the Board since 1999. Mr. Holmstrom has been Nokia Board membersince 1999 and Mr Karlsson has been Nokia Board member since 2002. 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 2013:Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, IsabelMarey-Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh. In addition, the Committee will propose that Bruce Brown, Chief TechnologyOfficer, Procter & Gamble Company, Marten Mickos, CEO of Eucalyptus Systems,Inc., and Elizabeth Nelson, Independent Corporate Advisor, be elected to NokiaBoard of Directors for the same term. Additional information about the Board member candidates will be available inthe Committee proposal scheduled to be published on February 1, 2012. The Corporate Governance and Nomination Committee will propose in the assemblymeeting of the new Board of Directors after the Annual General Meeting on May3, 2012 that Risto Siilasmaa be elected as Chairman of the Board and DameMarjorie Scardino as Vice Chairman of the Board. 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, 2012 for a term ending at the Annual GeneralMeeting in 2013 to remain at the same level than during the past four years:EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130000 for each member, excluding the President and CEO of Nokia if re-elected tothe Nokia Board; for the Chairman of the Audit Committee and the Chairman ofthe Personnel Committee an additional annual fee of EUR 25 000; and for eachmember of the Audit Committee an additional annual fee of EUR 10 000. Further,the Corporate Governance and Nomination Committee will propose that, as in thepast, approximately 40% of the remuneration be paid in Nokia Corporation sharespurchased from the market, which shares shall be retained until the end of theboard membership in line with the Nokia policy (except for those shares neededto offset any costs relating to the acquisition of the shares, includingtaxes). Proposals to authorize the Board to repurchase shares The 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, 2013 and terminate the current authorization granted by theAnnual General Meeting on May 3, 2011. The repurchase authorization is proposed to maintain flexibility, but the Boardhas no current plans for repurchases during 2012. Election of external auditor In 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 1, 2012. 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: NOALSE Ticker: 0HAFSequence Number: 972Time of Receipt: Jan 26, 2012 12:26:11 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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