6th May 2010 17:35
Nokia / Result of AGM 06.05.2010 18:35 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 ReleaseMay 6, 2010 at 19.35 (CET +1) Resolutions of Nokia Annual General Meeting 2010 Dividend of EUR 0.40 per share; Board and Committee members elected Helsinki, Finland -The Annual General Meeting of Nokia Corporation held on May6, 2010 (the AGM) resolved to distribute a dividend of EUR 0.40 per share for2009. The dividend ex-date is May 7, 2010 and the record date May 11, 2010. Thedividend will be paid on or around May 25, 2010. Board and Committee members elected The AGM resolved to elect ten members to the Board. The following members ofthe Nokia Board were re-elected for a term until the close of the AnnualGeneral Meeting in 2011: Lalita D. Gupte, Dr. Bengt Holmstrom, Prof. Dr.Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Isabel Marey-Semper,Jorma Ollila, Dame Marjorie Scardino, Risto Siilasmaa and Keijo Suila. In its assembly meeting, the Board of Directors elected Jorma Ollila asChairman of the Board, and Dame Marjorie Scardino as Vice Chairman of theBoard. The Board of Directors also elected the members of the Board Committees. PerKarlsson was elected Chairman and Henning Kagermann, Marjorie Scardino andKeijo Suila as members of the Personnel Committee. Risto Siilasmaa was electedas Chairman and Lalita D. Gupte and Isabel Marey-Semper as members of the AuditCommittee. Marjorie Scardino was elected as Chairman and Per Karlsson and RistoSiilasmaa as members of the Corporate Governance and Nomination Committee. The AGM resolved the following annual fees to be paid to the members of theBoard of Directors for the term until the close of the Annual General Meetingin 2011: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman andEUR 130 000 for each member. In addition, the AGM resolved that the chairmen ofthe Audit Committee and the Personnel Committee will each be paid an additionalannual fee of EUR 25 000, and other members of the Audit Committee anadditional annual fee of EUR 10 000 each. The AGM also resolved, in line withthe past practice, that approximately 40% of the remuneration will be paid inNokia shares purchased from the market, which shares shall be retained untilthe end of the board membership in line with the Nokia policy (except for thoseshares needed to offset any costs relating to the acquisition of the shares,including taxes). Other resolutions of the Annual General Meeting The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokiafor the fiscal period 2010. The AGM resolved to amend the Articles of Association of the Company byamending the object of Company and the provisions on the publication of thenotice to the General Meeting. The AGM authorized the Board of Directors to resolve to repurchase a maximum of360 million Nokia shares. The shares may be repurchased in order to develop thecapital structure 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 is effective until June30, 2011. The AGM also authorized the Board of Directors to issue a maximum of 740million shares through issuance of shares or special rights entitling to sharesin one or more issues. The authorization may be used to develop the Company'scapital structure, diversify the shareholder base, finance or carry outacquisitions or other arrangements, settle the Company's equity-based incentiveplans, or for other purposes resolved by the Board. The authorization includesthe right for the Board to resolve on all the terms and conditions of theissuance of shares and special rights entitling to shares, including issuanceof shares or special rights in deviation from the shareholders' pre-emptiverights. The authorization is effective until June 30, 2013. 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 Enquiries: NokiaCommunicationsTel. +358 7180 34900Email: [email protected] Investor Relations EuropeTel. +358 7180 34927 Investor Relations USTel. +1 914 368 0555 www.nokia.com News Source: NASDAQ OMX 06.05.2010 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: RAGLSE Ticker: 0HAFSequence Number: 479Time of Receipt: May 06, 2010 18:35:06 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.
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