General meeting of shareholders
Nokia’s shareholders play a key role in corporate governance. The Annual General Meeting (AGM) offers an annual opportunity for our shareholders to exercise their decision-making rights and ask questions. Each Nokia share entitles its holder to one vote at Nokia General Meetings.
The AGM is held annually by 30 June at the latest on a date determined by the Board of Directors. The Board convenes the meeting by publishing the notice in accordance with the Finnish Limited Liability Companies Act and Nokia’s Articles of Association.
Resolutions of the General Meeting are published without delay in a stock exchange release. The minutes of the meeting are made available on Nokia’s website within two weeks of the meeting.
Matters falling within the shareholders’ decision-making power are set out in Nokia’s Articles of Association and the Finnish Limited Liability Companies Act. The AGM decides, among other things, on the election and remuneration of the Board of Directors, the adoption of annual accounts, the distribution of retained earnings shown on the balance sheet, the discharge from liability of the members of the Board and the President and CEO, and the election and fees of the external auditor. The Remuneration Policy is presented to the general meeting at least every four years and the Remuneration Report annually for an advisory vote.
In addition to the Annual General Meeting, an Extraordinary General Meeting may be convened when deemed necessary by the Board of Directors or otherwise required by the Finnish Limited Liability Companies Act.
Shareholders registered in Nokia’s shareholders’ register eight business days before the General Meeting and registered for the meeting in accordance with the meeting notice are entitled to participate.
Shareholders with shares registered in a Finnish book-entry account are automatically included in Nokia’s shareholders’ register.
Holders of nominee-registered shares should contact their custodian bank regarding temporary registration in Nokia’s shareholders’ register and other instructions for participating in the meeting. The custodian bank will arrange the necessary temporary registration.
Holders of American Depositary Shares (ADR) wishing to vote at the General Meeting should follow the instructions provided by Nokia’s depositary bank, Citibank, N.A., which distributes proxy materials to registered ADR holders. ADR holders whose shares are held through a bank, broker, or custodian will receive the materials through their intermediary.
A shareholder may participate in the General Meeting through by proxy. A proxy representative must present a dated proxy authorization document or otherwise reliably demonstrate their right to represent the shareholder.
Where several proxy representatives represent a shareholder with shares held in different book-entry accounts, the shares represented by each proxy representative must be identified upon registration for the meeting.
A shareholder may request that a matter belonging to the Annual General Meeting be included on the agenda by submitting a written request to the Board of Directors no later than four weeks before the publication of the notice of the meeting. The shareholder's right to be heard by the General Meeting, and its conditions, are laid down in the Finnish Limited Liability Companies Act.
Board of Directors
P.O. Box 226
FI-00045 Nokia Group, Finland
nokia.board [at] nokia.com
Previous General Meetings of Nokia