3rd May 2011 18:00
Nokia / Result of AGM 03.05.2011 19:00 Dissemination of a UK Regulatory Announcement, transmitted byDGAP - a company of EquityStory AG.The issuer is solely responsible for the content of this announcement.--------------------------------------------------------------------------- Dividend of EUR 0.40 per share; Board and Committee members electedNokiaCorporationStock Exchange ReleaseMay 3, 2011 at 20:00 (CET +1) Espoo, Finland -The Annual General Meeting of Nokia Corporation held on May 3,2011 (the AGM) resolved to distribute a dividend of EUR 0.40 per share for2010. The dividend ex-date is May 4, 2011 and the record date May 6, 2011. Thedividend will be paid on or around May 20, 2011. Board and Committee members electedThe AGM resolved to elect eleven members to the Board of Directors. Thefollowing members of the Nokia Board were re-elected for a term until the closeof the Annual General Meeting in 2012: Prof. Dr. Bengt Holmstrom, Prof. Dr.Henning Kagermann, Per Karlsson, Isabel Marey-Semper, Jorma Ollila, DameMarjorie Scardino and Risto Siilasmaa. Stephen Elop, Jouko Karvinen, Helge Lundand Kari Stadigh were elected as new members of the Board for the same term.The resumes of the elected Board members are available atwww.nokia.com/about-nokia/corporate-governance/board-of-directors. 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.Henning Kagermann was elected as Chairman and Per Karlsson, Helge Lund,Marjorie Scardino and Kari Stadigh as members of the Personnel Committee. RistoSiilasmaa was elected as Chairman and Jouko Karvinen and Isabel Marey-Semper asmembers of the Audit Committee. Marjorie Scardino was elected as Chairman andHenning Kagermann and Risto Siilasmaa as members of the Corporate Governanceand 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 2012: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman andEUR 130 000 for each member. Stephen Elop, President and CEO of Nokia, will notreceive any remuneration pursuant to his membership in the Board of Directors.In addition, the AGM resolved that the chairmen of the Audit Committee and thePersonnel Committee will each be paid an additional annual fee of EUR 25 000,and other members of the Audit Committee an additional annual fee of EUR 10 000each. The AGM also resolved, in line with the past practice, that approximately40% of the remuneration will be paid in Nokia shares purchased from the market,which shares shall be retained until the end of the board membership in linewith the Nokia policy (except for those shares needed to offset any costsrelating to the acquisition of the shares, including taxes). Other resolutions of the Annual General MeetingThe AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokiafor the fiscal period of 2011. 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 authorization is effective until June30, 2012. The Board has no current plans for repurchases during 2011. As part of the Nokia 2011 Equity Program announced in January 2011, the AGMalso resolved that selected personnel of Nokia Group will be granted a maximumof 35 million stock options until the end of 2013. The stock options willentitle the recipients to subscribe in the aggregate for a maximum of 35million Nokia shares over the life of the Stock Option Plan. The stock optionswill have a term of approximately six years and they will vest three or fouryears after their grant. The 2011 Stock Option Plan succeeds the previous 2007Stock Option Plan which has not been available for further grants after 2010. About NokiaNokia is committed to connecting people to what matters to them by combiningadvanced mobile technology with personalized services. More than 1.3 billionpeople connect to one another with a Nokia, from our most affordablevoice-optimized mobile phones to advanced Internet-connected smartphones soldin virtually every market in the world. Through Ovi (www.ovi.com), people alsoenjoy access to maps and navigation on mobile, a rapidly expanding applicationsstore, a growing catalog of digital music, free email and more. Nokia's NAVTEQis a leader in comprehensive digital mapping and navigation services, and NokiaSiemens Networks is one of the leading providers of telecommunicationsinfrastructure hardware, software and professional services globally. FORWARD-LOOKING STATEMENTSIt 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 devices and servicesbusiness effective April 1, 2011; 21) the development of the mobile and fixedcommunications industry and general economic conditions globally andregionally; 22) exchange rate fluctuations, including, in particular,fluctuations between the euro, which is our reporting currency, and the USdollar, the Japanese yen and the Chinese yuan, as well as certain othercurrencies; 23) our ability to protect the technologies, which we or othersdevelop or that we license, from claims that we have infringed third parties'intellectual property rights, as well as our unrestricted use on commerciallyacceptable terms of certain technologies in our products and services; 24) 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;25) 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; 26) any disruption to information technologysystems and networks that our operations rely on; 27) unfavorable outcome oflitigations; 28) allegations of possible health risks from electromagneticfields generated by base stations and mobile products and lawsuits related tothem, regardless of merit; 29) our ability to achieve targeted costs reductionsand increase profitability in Nokia Siemens Networks and to effectively andtimely execute related restructuring measures; 30) Nokia Siemens Networks'ability to maintain or improve its market position or respond successfully tochanges in the competitive environment; 31) Nokia Siemens Networks' liquidityand its ability to meet its working capital requirements; 32) whether NokiaSiemens Networks is able to successfully integrate the acquired assets ofMotorola Solutions 's networks business, retain existing customers of theacquired business, cross-sell Nokia Siemens Networks' products and services tocustomers of the acquired business and otherwise realize the expected synergiesand benefits of the acquisition; 33) Nokia Siemens Networks' ability to timelyintroduce new products, services, upgrades and technologies; 34) Nokia SiemensNetworks' success in the telecommunications infrastructure services market andNokia Siemens Networks' ability to effectively and profitably adapt itsbusiness and operations in a timely manner to the increasingly diverse serviceneeds of its customers; 35) developments under large, multi-year contracts orin relation to major customers in the networks infrastructure and relatedservices business; 36) the management of our customer financing exposure,particularly in the networks infrastructure and related services business; 37)whether ongoing or any additional governmental investigations into allegedviolations of law by some former employees of Siemens AG may involve and affectthe carrier-related assets and employees transferred by Siemens AG to NokiaSiemens Networks; 38) any impairment of Nokia Siemens Networks customerrelationships resulting from ongoing or any additional governmentalinvestigations involving the Siemens carrier-related operations transferred toNokia Siemens Networks; as well as the risk factors specified on pages 12-39 ofNokia's annual report Form 20-F for the year ended December 31, 2010 under Item3D. 'Risk Factors.' Other unknown or unpredictable factors or underlyingassumptions subsequently proving to be incorrect could cause actual results todiffer materially from those in the forward-looking statements. Nokia does notundertake any obligation to publicly update or revise forward-lookingstatements, whether as a result of new information, future events or otherwise,except to the extent legally 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.comNews Source: NASDAQ OMX 03.05.2011 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: RAGLSE Ticker: 0HAFSequence Number: 794Time of Receipt: May 03, 2011 19:00:24 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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