3rd May 2012 19:05
Nokia / Result of AGM 03.05.2012 20:05 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; Board and Committee members elected Nokia CorporationStock Exchange ReleaseMay 3, 2012 at 21:05 (CET +1) Espoo, Finland -The Annual General Meeting of Nokia Corporation held on May 3,2012 (AGM) resolved to distribute a dividend of EUR 0.20 per share for 2011.The dividend ex-date is May 4, 2012 and the record date May 8, 2012. Thedividend will be paid on or around May 23, 2012. 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 2013: Stephen Elop, Henning Kagermann, JoukoKarvinen, Helge Lund, Isabel Marey-Semper, Dame Marjorie Scardino, RistoSiilasmaa and Kari Stadigh. Bruce Brown, Marten Mickos and Elizabeth Nelsonwere elected as new members of the Board for the same term. The resumes of theelected Board members are available athttp://www.nokia.com/global/about-nokia/company/governance/board/meet-the-board/. In its assembly meeting, the Board of Directors elected Risto Siilasmaa 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 Bruce Brown, Helge Lund, DameMarjorie Scardino and Kari Stadigh as members of the Personnel Committee. JoukoKarvinen was elected as Chairman and Isabel Marey-Semper and Elizabeth Nelsonas members of the Audit Committee. Risto Siilasmaa was elected as Chairman andHenning Kagermann, Jouko Karvinen and Dame Marjorie Scardino as members of theCorporate 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 2013: 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 2012. 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, 2013. The Board has no current plans for repurchases during 2012. 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 FORWARD-LOOKING STATEMENTSIt should be noted that certain statements herein that are not historical factsare forward-looking statements, including, without limitation, those regarding:A) the expected plans and benefits of our partnership with Microsoft to bringtogether complementary assets and expertise to form a global mobile ecosystemfor smartphones; B) the timing and expected benefits of our new strategies,including expected operational and financial benefits and targets as well aschanges in leadership and operational structure; C) the timing of thedeliveries of our products and services; D) our ability to innovate, develop,execute and commercialize new technologies, products and services; E)expectations regarding market developments and structural changes; F)expectations and targets regarding our industry volumes, market share, prices,net sales and margins of our products and services; G expectations and targetsregarding our operational priorities and results of operations; H) expectationsand targets regarding collaboration and partnering arrangements; I) the outcomeof pending and threatened litigation; J) expectations regarding the successfulcompletion of acquisitions or restructurings on a timely basis and our abilityto achieve the financial and operational targets set in connection with anysuch acquisition or restructuring; and K) statements preceded by 'believe,''expect,' 'anticipate,' 'foresee,' 'target,' 'estimate,' 'designed,' 'aim','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) our successin the smartphone market, including our ability to introduce and bring tomarket quantities of attractive, competitively priced Nokia products withWindows Phone that are positively differentiated from our competitors'products, both outside and within the Windows Phone ecosystem; 2) our abilityto make Nokia products with Windows Phone a competitive choice for consumers,and together with Microsoft, our success in encouraging and supporting acompetitive and profitable global ecosystem for Windows Phone smartphones thatachieves sufficient scale, value and attractiveness to all market participants;3) the difficulties we experience in having a competitive offering of Symbiandevices and maintaining the economic viability of the Symbian smartphoneplatform during the transition to Windows Phone as our primary smartphoneplatform; 4) our ability to realize a return on our investment in nextgeneration devices, platforms and user experiences; 5) our ability to produceattractive and competitive feature phones, including devices with moresmartphone-like features, in a timely and cost efficient manner withdifferentiated hardware, software, localized services and applications; 6) theintensity of competition in the various markets where we do business and ourability to maintain or improve our market position or respond successfully tochanges in the competitive environment; 7) our ability to retain, motivate,develop and recruit appropriately skilled employees; 8) our ability toeffectively and smoothly implement the new operational structure for ourbusinesses, achieve targeted efficiencies and reductions in operating expenses;9) the success of our Location & Commerce strategy, including our ability tomaintain current sources of revenue, provide support for our Devices & Servicesbusiness and create new sources of revenue from our location-based services andcommerce assets; 10) our success in collaboration and partnering arrangementswith third parties, including Microsoft; 11) our ability to increase our speedof innovation, product development and execution to bring new innovative andcompetitive mobile products and location-based or other services to the marketin a timely manner; 12) our dependence on the development of the mobile andcommunications industry, including location-based and other servicesindustries, in numerous diverse markets, as well as on general economicconditions globally and regionally; 13) our ability to protect numerouspatented standardized or proprietary technologies from third-party infringementor actions to invalidate the intellectual property rights of thesetechnologies; 14) our ability to maintain and leverage our traditionalstrengths in the mobile product market if we are unable to retain the loyaltyof our mobile operator and distributor customers and consumers as a result ofthe implementation of our strategies or other factors; 15) the success,financial condition and performance of our suppliers, collaboration partnersand customers; 16) our ability to manage efficiently our manufacturing andlogistics, as well as to ensure the quality, safety, security and timelydelivery of our products and services; 17) our ability to source sufficientamounts of fully functional quality components, sub-assemblies, software andservices on a timely basis without interruption and on favorable terms; 18) ourability to manage our inventory and timely adapt our supply to meet changingdemands for our products; 19) any actual or even alleged defects or otherquality, safety and security issues in our product; 20) the impact of acybersecurity breach or other factors leading to any actual or alleged loss,improper disclosure or leakage of any personal or consumer data collected by usor our partners or subcontractors, made available to us or stored in or throughour products; 21) our ability to successfully manage the pricing of ourproducts and costs related to our products and operations; 22) 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; 23) our ability to protect thetechnologies, which we or others develop or that we license, from claims thatwe have infringed third parties' intellectual property rights, as well as ourunrestricted use on commercially acceptable terms of certain technologies inour products and services; 24) the impact of economic, political, regulatory orother developments on our sales, manufacturing facilities and assets located inemerging market countries; 25) the impact of changes in government policies,trade policies, laws or regulations where our assets are located and where wedo business; 26) the potential complex tax issues and obligations we may incurto pay additional taxes in the various jurisdictions in which we do business;27) any disruption to information technology systems and networks that ouroperations rely on; 28) unfavorable outcome of litigations; 29) allegations ofpossible health risks from electromagnetic fields generated by base stationsand mobile products and lawsuits related to them, regardless of merit; 30)Nokia Siemens Networks ability to implement its new strategy and restructuringplan effectively and in a timely manner to improve its overall competitivenessand profitability; 31) Nokia Siemens Networks' success in thetelecommunications infrastructure services market and Nokia Siemens Networks'ability to effectively and profitably adapt its business and operations in atimely manner to the increasingly diverse service needs of its customers; 32)Nokia Siemens Networks' ability to maintain or improve its market position orrespond successfully to changes in the competitive environment; 33) NokiaSiemens Networks' liquidity and its ability to meet its working capitalrequirements; 34) Nokia Siemens Networks' ability to timely introduce newcompetitive products, services, upgrades and technologies; 35) Nokia SiemensNetworks' ability to execute successfully its strategy for the acquiredMotorola Solutions wireless network infrastructure assets; 36) developmentsunder large, multi-year contracts or in relation to major customers in thenetworks infrastructure and related services business; 37) the management ofour customer financing exposure, particularly in the networks infrastructureand related services business; 38) whether ongoing or any additionalgovernmental investigations into alleged violations of law by some formeremployees of Siemens may involve and affect the carrier-related assets andemployees transferred by Siemens to Nokia Siemens Networks; and 39) anyimpairment 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 13-47 of Nokia's annual report Form 20-Ffor the year ended December 31, 2011 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 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 03.05.2012 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: RAGLSE Ticker: 0HAFSequence Number: 1077Time of Receipt: May 03, 2012 20:05:11 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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