1st Feb 2012 10:00
Nokia / Notice of AGM 01.02.2012 12:00 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 CorporationStock exchange releaseFebruary 1, 2012 at 13.00 (CET +1) Notice is given to the shareholders of Nokia Corporation (the 'Company') of theAnnual General Meeting to be held on Thursday, May 3, 2012 at 2:00 p.m. atHelsinki Fair Centre, Amfi Hall, Messuaukio 1, Helsinki, Finland. The receptionof persons who have registered for the Meeting will commence 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 2011 - 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 a dividend of EUR 0.20 pershare for the fiscal year 2011. The dividend would be paid to shareholdersregistered in the Register of Shareholders of the Company on the record date ofthe dividend payment, May 8, 2012. The Board proposes that the dividend will bepaid on or about May 23, 2012. 9. Resolution on the discharge of the members of the Board of Directors and thePresident 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 until the close of the Annual General Meeting in2013 remain at the same level as it has been for the past four years: EUR 440000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 foreach member, excluding the President and CEO if re-elected to the Board. Inaddition, the Committee proposes that the Chairman of the Audit Committee andChairman of the Personnel Committee will each receive an additional annual feeof EUR 25 000 and other members of the Audit Committee an additional annual feeof EUR 10 000 each. The Corporate Governance and Nomination Committee proposesthat approximately 40 per cent of the remuneration be paid in Nokia sharespurchased from the market, which shares shall be retained until the end of thedirector's Board membership in line with the Nokia policy (except for theshares needed to offset any costs relating to 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 eleven. 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 of Directors for a term until the close ofthe Annual General Meeting 2013: Stephen Elop, Henning Kagermann, JoukoKarvinen, Helge Lund, Isabel Marey-Semper, Dame Marjorie Scardino, RistoSiilasmaa and Kari Stadigh. In addition, the Committee proposes that BruceBrown, Marten Mickos and Elizabeth Nelson be elected as new members of theBoard for the same term. Bruce Brown is Chief Technology Officer of The Procter & Gamble Company, MartenMickos is CEO of Eucalyptus Systems, Inc. and Elizabeth Nelson is anindependent corporate advisor. 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 reimbursedaccording to the invoice of the auditor and in compliance with the purchasepolicy approved 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 2012. 15. Authorizing the Board of Directors to resolve to repurchase the Company'sown shares The Board proposes that the Annual General Meeting authorize the Board toresolve to repurchase a maximum of 360 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 developthe capital structure of the Company, finance or carry out acquisitions orother arrangements, settle the Company's equity-based incentive plans, betransferred for other purposes, or be cancelled. The shares may be repurchased either a) through a tender offer made to all the shareholders on equal terms; or b) through public trading by repurchasing the shares in another proportion thanthat of the current shareholders. It is proposed that the authorization be effective until June 30, 2013 andterminate the corresponding authorization granted by the Annual General Meetingon May 3, 2011. 16. 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.nokia.com/agm. The 'Nokia in 2011' document, whichincludes the Company's annual accounts, the review by the Board of Directorsand the auditor's report, is available on the above-mentioned website on week13. The proposals of the Board of Directors and the annual accounts will alsobe available at the Meeting. Copies of these documents and of this notice willbe 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 is registered on April 20, 2012 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 registered in the Register of Shareholders of theCompany. A shareholder, who wishes to participate in the Annual GeneralMeeting, may register for the Meeting by giving a prior notice of participationno later than on April 25, 2012 at 4:00 p.m. (Finnish time) by which time theregistration needs to arrive in the Company. Such notice can be given: a) through Nokia's website at www.nokia.com/agm; b) by telephone to +358 7180 34700 from Monday to Friday at 10:00 a.m. to 4:00p.m. (Finnish time); c) by telefax to +358 7180 38984; 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 expected 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 of the agenda of the Annual General Meeting through the Company'swebsite from February 1, 2012 to April 25, 2012 at 4:00 p.m. (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 use his/her right under the FinnishCompanies Act to request information or a vote in the meeting and if decisionproposals regarding certain agenda item have changed after the beginning of theadvance voting period, his/her possibility to vote on such item may berestricted. The conditions and other instructions relating to the electronicadvance voting may be found on the Company's website www.nokia.com/agm. TheFinnish book-entry account number of the shareholder is needed for voting inadvance. 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 necessary instructions regarding the 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 April27, 2012 at 4:00 p.m. (Finnish time). Further information on these matters canalso be found on the Company's website www.nokia.com/agm. 5. Other instructions and information On the date of this notice of the Annual General Meeting, January 26, 2012, thetotal number of shares in Nokia Corporation and votes represented by suchshares is 3 744 956 052. Doors of the meeting venue will open at 12:30 p.m. The participants are kindlyinvited to the coffee reception before the meeting. The Meeting will beconducted primarily in Finnish, and simultaneous translation will be availableinto Swedish and English, and as necessary, Finnish. Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who ispresent at the Annual General Meeting has the right to request information withrespect to the matters to be considered at the Meeting. Espoo, January 26, 2012 BOARD OF DIRECTORS About NokiaNokia 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. 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 01.02.2012 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: 978Time of Receipt: Feb 01, 2012 12:00:03 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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