2nd Feb 2011 09:47
Nokia / Notice of AGM 02.02.2011 11:47 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 2, 2011 at 12.45 (CET +1) Notice is given to the shareholders of Nokia Corporation (the 'Company') of theAnnual General Meeting to be held on Tuesday, May 3, 2011 at 3:00 p.m. atHelsinki Fair Centre, Amfi Hall, Messuaukio 1, Helsinki, Finland. The receptionof persons who have registered for the Meeting will commence at 1:30 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 Meeting2. Matters of order for the Meeting3. Election of the persons to confirm the minutes and to verify the counting ofvotes 4. Recording the legal convening of the Meeting and quorum5. Recording the attendance at the Meeting and adoption of the list of votes6. Presentation of the Annual Accounts, the report of the Board of Directorsand the Auditor's report for the year 2010 - Review by the President and CEO7. Adoption of the Annual Accounts8. 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 0.40 pershare for the fiscal year 2010. The dividend would be paid to shareholdersregistered in the Register of Shareholders of the Company on the record date ofthe dividend payment, May 6, 2011. The Board proposes that the dividend will bepaid on or about May 20, 2011. 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 remuneration payable to the members of theBoard to be elected at the Annual General Meeting for a term ending at theAnnual General Meeting in 2012, be remain at the same level than during thepast three years and be as follows: EUR 440 000 for the Chairman, EUR 150 000for the Vice Chairman, and EUR 130 000 for each member, excluding the Presidentand CEO if elected to the Board. In addition, the Committee proposes that theChairman of the Audit Committee and Chairman of the Personnel Committee willeach receive an additional annual fee of EUR 25 000 and other members of theAudit Committee an additional annual fee of EUR 10 000 each. The CorporateGovernance and Nomination Committee proposes that approximately 40 per cent ofthe remuneration be paid in Nokia shares purchased from the market, whichshares shall be retained until the end of the board membership in line with theNokia policy (except for the shares needed to offset any costs relating to theacquisition 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 ending at the AnnualGeneral Meeting in 2012: Dr. Bengt Holmstrom, Prof. Dr. Henning Kagermann, PerKarlsson, Isabel Marey-Semper, Jorma Ollila, Dame Marjorie Scardino and RistoSiilasmaa. The Committee also proposes that Jouko Karvinen, Helge Lund, KariStadigh and Stephen Elop be elected as new members of the Board for the sameterm. Jouko Karvinen is CEO of Stora Enso Oyj, Helge Lund President of Statoil Group,Kari Stadigh Group CEO and President of Sampo plc and Stephen Elop Presidentand CEO of Nokia Corporation. 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 2011. 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 repurchasedeither a) through a tender offer made to all the shareholders on equal terms; orb) 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, 2012 andterminate the corresponding authorization granted by the Annual General Meetingon May 6, 2010. 16. Grant of stock options to selected personnel of Nokia The Board proposes that as a part of Nokia's Equity Program 2011 selectedpersonnel of Nokia Group be granted a maximum of 35 000 000 stock options,which entitle to subscribe for a maximum of 35 000 000 Nokia shares. The exercise prices (i.e. share subscription prices) of the stock options willbe determined at time of their grant on a quarterly basis and the stock optionswill be divided into sub-categories based on their exercise price. The exerciseprice for each sub-category of stock options will equal to the trade volumeweighted average price of the Nokia share on NASDAQ OMX Helsinki during thepredefined period of time within the relevant quarter. The exercise price paidwill be recorded in the fund for invested non-restricted equity. Stock options in the plan may be granted until the end of 2013. The Stockoptions have a term of approximately six years and they will vest three or fouryears after the grant. The exercise period (i.e. share subscription period)will commence no earlier than July 1, 2014, and terminate no later thanDecember 27, 2019. 17. 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 2010' document, whichincludes the Company's annual accounts, the review of 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 19, 2011 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 27, 2011 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; ord) by letter to the Registry of Shareholders, Nokia Corporation, P.O. Box 226,Fl-00045 NOKIA GROUP. In connection with the registration, a shareholder shall notify his/her name,personal identification number, address, telephone number, the name of apossible assistant and the name and the personal identification number of apossible proxy representative. 2. Advance Voting 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 2, 2011 at 9:00 a.m. to April 27, 2011 at 4:00 p.m.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 April28, 2011 at 4:00 p.m. Further information on these matters can also be found onthe Company's website www.nokia.com/agm. 5. Other instructions and information On the date of this notice to the Annual General Meeting, January 27, 2011, 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 1:30 p.m. The participants are kindlyinvited to the coffee reception before the meeting. The Meeting will beconducted in Finnish, and simultaneous translation will be available intoSwedish and English. 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 27, 2011 BOARD OF DIRECTORS 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 02.02.2011 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: NOALSE Ticker: 0HAFSequence Number: 671Time of Receipt: Feb 02, 2011 11:47:14 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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