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Nokia Corporation’s Annual General Meeting 2021

8 April 2021

The Annual General Meeting (AGM) of Nokia Corporation took place at the Company’s headquarters in Espoo on 8 April 2021 under special arrangements due to the COVID-19 pandemic. Approximately 66 300 shareholders representing approximately 2 470 million shares and votes were represented at the meeting. The AGM supported all proposals submitted to it by the Board of Directors (the Board). The AGM adopted the Company’s financial statements, discharged the members of the Board and the persons who acted as President and Chief Executive Officer from liability for the financial year 2020 and supported the Company’s Remuneration Report in an advisory vote.

Sari Baldauf

Pekka Lundmark

office

Shareholders registered in Finland

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Registration for the meeting and advance voting begun on March 10, 2021 at 10:00 a.m. EET and ended on March 30, 2021 at 4:00 p.m. EET.

A shareholder, who has a Finnish book-entry account, may register and vote in advance on certain items on the agenda of the Annual General Meeting by following means:

a) through the internet service

Private persons can register and vote by using strong authentication (for example Finnish bank ID). For legal persons business ID and the book-entry account number of the shareholder are needed for voting in advance.

b) by email or mail

A shareholder may send the advance voting form to Euroclear Finland Ltd. by email at yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Ltd., Yhtiökokous/Nokia Oyj, P.O. Box 1110, FI-00101 Helsinki. 

In connection with the registration, a shareholder or a proxy representative is required to provide the personal information requested. The personal information collected will only be used in connection with the Annual General Meeting and registrations related to it.

If a shareholder participates in the Meeting by sending the votes in advance by mail or email to Euroclear Finland Ltd., in accordance with applicable instructions, the delivery of the votes constitutes due registration for the Meeting. No other separate notification of participation is required.

Further information is also available by telephone at +358 20 770 6870 from Monday to Friday at 9:00 a.m. to 4:00 p.m. EEST. 

Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting by proxy. The proxy representative of a shareholder is also required to vote in advance in the manner instructed in the Meeting notice. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. Should a shareholder participate in the Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Meeting. 

Proxy authorization documents should be delivered to Euroclear Finland Ltd. by letter to the following address: Euroclear Finland Ltd., Yhtiökokous/Nokia Oyj, P.O. Box 1110, FI-00101 Helsinki or by email at yhtiokokous@euroclear.eu at the latest by March 30, 2021 at 4:00 p.m. EEST.
 

AGM

Holders of nominee-registered shares and American Depositary Receipts

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Holders of nominee-registered shares and their proxies

A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting, i.e. on March 25, 2021, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy. at the latest by April 1, 2021 by 2:00 p.m. (EET). As regards nominee-registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the AGM from their custodian bank. The account management organization of the custodian bank shall temporarily register a holder of nominee-registered shares, who wants to participate in the AGM, into the shareholders’ register of the company at the latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of the holders of nominee registered shares.

Holders of American Depositary Receipts (ADR)

A holder of American Depositary Shares (ADR) intending to vote at the Annual General Meeting shall without delay notify the Depositary Bank of Nokia, Citibank, N.A., of his/her intention and shall comply with the instructions provided by Citibank, N.A.

Proxy material

Citibank sends the proxy material on the week of March 8, 2021 to the registered ADR holders. Those ADR holders, who hold their ADRs through a bank, broker or custodian, will receive the proxy material through their own bank, broker or custodian. 

You may find the Depositary's Notice of the Meeting here.

Registered ADR holders are required to have provided instructions to Citibank by March 23, 2021 at 5:00 p.m. New York time in order to vote with their ADRs and temporarily record them on the Register of Shareholders of Nokia Corporation as of the Finnish record date of March 25, 2021. Those ADR holders who hold their ADRs through a bank, broker or custodian should follow the voting instructions and dates listed in their proxy materials. 

ADR holders who are record holders of ADRs as of the close of business on March 24, 2021 are entitled to vote at Nokia’s Annual General Meeting 2021.

If you are a registered ADR holder and have not received the proxy material, you should contact Citibank. If your ADRs are held through a bank, broker or custodian, please contact your bank, broker or custodian directly.

You may receive all future distributions of shareholder material to ADR holders also electronically. More information of the electronic delivery can be found in the proxy material.

Citibank’s contact information

You may contact Citibank at 1-877-NOKIA-ADR (+1 877 665 4223). Additional information is also available through www.citi.com/dr.
 

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Counterproposals and questions

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Shareholders who hold at least 1/100 of all shares in the Company had a right to make counterproposals on the agenda items, to be put for a vote. Such counterproposals were to be sent to the Company no later than by March 9, 2021 at noon (EET). No such counterproposals were delivered to the Company.

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Meeting. Such questions were to be sent by email to agm@nokia.com no later than March 19, 2021 at 4:00 p.m. (EET). Question 1 was submitted by a private individual and questions 2-5 by the Nokia French employee mutual fund (FCPAN).

 

QUESTION 1: What level of balance sheet comfort do we need to reach before dividends will be paid again?

ANSWER 1: On March 18, 2021, Nokia announced its updated dividend policy in its Capital Markets Day event. We noted that Nokia is targeting recurring, stable and over time growing ordinary dividend payments, taking into account the previous year’s earning as well as the company’s financial position and business outlook. As previously announced, Nokia’s Board of Directors did not propose a dividend or dividend authorization for the financial year 2020. After Q4 2021, the Board will assess the possibility of proposing a dividend distribution for the financial year 2021 based on the updated dividend policy.

QUESTION 2: Following the last reorganization, the 4 Business Groups are responsible for their Profit & Loss. However, their accounting systems do not reflect the reality of their production costs. For example, BGs are not accountable for the restructuring costs. Their reorientation or reorganisation decisions are therefore not optimal at the group level. To illustrate this point, it should be recalled that the management of Nokia France invokes a concern for profitability to justify job cuts, without being able to support its decision with any balance sheet that considers the value created in France. An external auditor has established that the loss used to justify the redundancies is organized from an accounting point of view.

The shareholders of the FCPAN would like the Group Management to confirm to them the relevance of the costs incurred to reduce the workforce in France and legitimately question the fact that decisions are taken rationally and optimally at the group level when BGs are not accountable for a significant portion of the costs that their decisions may generate.

ANSWER 2: Actions taken in France were in line with the global cost-saving program with the aim to strengthen the company's competitive position and secure its long-term performance.

At the end of October we announced that we would move to a new operating model from the beginning of 2021 to improve the way we work so we can better align with how customers want to buy and achieve our aim of technology leadership in the areas where we choose to compete. Our four new business groups each have a clear mission and P&L responsibility and need to demonstrate a clear route for delivering shareholder value.

QUESTION 3: A Nokia spokesperson publicly announced that job cuts at Nokia France would be made based on voluntary departures. There is a specific legal procedure for this in France. However, the management of Nokia France implements a completely different legal procedure. It is specifically designed to organize the coercive elimination of jobs and does not correspond to what has been announced. The shareholders of the FCPAN would like to know whether the board validates this coercive procedure of job cuts when a procedure of voluntary departures is legally possible.

ANSWER 3: Nokia takes measures such as restructuring very seriously and continuously assesses, in line with local legislation, options for internal redeployment, voluntary restructuring and other measures where appropriate to limit the effect on employees to the extent possible in France and other jurisdictions.

QUESTIONS 4a-c: Nokia announces conducting an ethical and compliance policy and flatters itself that Nokia has been named by Ethisphere as one of the World’s Most Ethical Companies. However, at the same time:

4a - Nokia is organizing the relocation of its jobs and production from countries where energy is low carbon (e.g. France) to countries where energy is extremely carbon intensive (e.g. Poland or India). Does Nokia consider this increased contribution to CO2 production to be ethical?

ANSWER 4a: The combat against the climate change is a key priority for Nokia. On March 4, 2021, Nokia announced that it will halve emissions across both its operations and products in use by 2030. The company’s new Science Based Targets (SBTs) fulfill its commitment to recalibrate in line with a 1.5°C global warming scenario. Refer to the Press release.

4b - Nokia’s accounting system organises the transfer of the value created in subsidiaries to the headquarters. This allows Nokia to avoid taxes in the countries of these subsidiaries while benefiting from the various advantages they offer: high-level universities that train highly qualified engineers and researchers, the legal security of a state governed by the rule of law, a reliable logistics environment, or even direct subsidies. Even though these practices may not explicitly contravene law or OECD rules, does Nokia consider this predation policy to be ethical?

ANSWER 4b: The foundation of Nokia’s tax policy is to pay the right amount of tax that is legally due in the correct jurisdiction. Furthermore, we observe all applicable rules and regulations in every country where we operate, and we follow the rules set by the relevant authorities. We also follow a global transfer pricing policy that is based on the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by the Organisation for Economic Cooperation and Development (OECD). Nokia’s business operations and related investments do require a great number of legal entities, so we do have entities in countries with different tax regimes. Tax transparency is discussed in our sustainability reporting which is continuously developed.

4c - The FCPAN representatives wrote last year to the new Chairman of the Nokia Board of Directors on his taking office to congratulate him. They also reminded him of the commitments made by Nokia to its shareholders and the French government at the time of the merger with Alcatel-Lucent:

  • A major organization in charge of strategic innovation, including network research and Bell Labs, will be piloted from France and will employ key leaders. Thus, Nokia plans to locate in France its top executive in charge of network technologies and innovation. This leader (who is expected to hold the title of Chief Technology Officer) and some of the members of his team will be in charge of cutting-edge research and innovation in France.
  • Locate worldwide centres of technological expertise in France following the completion of the operation, particularly in the areas of Bell Labs.
  • Nokia is committed to supporting the ecosystem through leading experts based in France (e.g. Bell Labs France) and to continuing Alcatel-Lucent’s participation in major initiatives such as the Systematic Competitiveness Clusters, Cap Digital, and Images and Networks. Nokia will participate in collaborative R&D projects consistent with the scope of these overall commitments, and to open up new business opportunities and technological developments.

In view of these commitments, the FCPAN decided to contribute its shares to this merger. The representatives are surprised not to have received a response regarding the actual implementation of these commitments by the new Management. Does Nokia consider that not answering the legitimate questions of one of the group’s main shareholders is ethical?

ANSWER 4c: As noted in the answer to the similar question from FCPAN in the 2020 AGM, Nokia has delivered on the commitments that were due to be completed at this point in time and has engaged in regular, systematic follow-up of with the French Government. In particular, we reached the committed target of the R&D headcount in June 2019 and recruited more than 900 engineers.  We have also met broader employment level goals and commitments in the areas of telecom and academic ecosystem development, technology centers and site presence. In the area of investments into the French digital ecosystem, the commitment was not time-bound and is still in progress.

QUESTION 5: Some weeks ago we have asked the new Director of Strategy and Technology if he could elaborate on how he sees Strategy & Technology future in France and how company will respect its commitments in the next coming months. He referred us to a country officer with no responsibility for the strategy or organization of the group. According to this answer we understand that the new Director of Strategy and Technology considers that he is not concerned within the scope of his responsibilities by the concrete implementation of the commitments made by Nokia. Do you confirm that the Nokia group does not consider its commitments when defining its strategy?

ANSWER 5: We can confirm that Nokia considers its commitments when defining its strategy. 

AGM

Important dates

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Deadline for counter proposals by shareholders holding at least 1 % of all shares in the company

March 9, 2021 at noon (EET)

Registration and advance voting begin

March 10, 2021 at 10:00 am (EET)

Deadline for shareholders’ questions

March 19, 2021 at 4:00 p.m. (EET)

Answers to shareholders’ questions available on the Company’s website

March 24, 2021

Record date 

March 25, 2021

Registration and advance voting end

March 30, 2021 at 4:00 p.m. (EET)

Applicable if your shares are registered on a Finnish book-entry account. Otherwise please contact your own custodian for further information and instructions.

Annual General Meeting date

April 8, 2021

Minutes of the meeting available on the company’s website latest April 22, 2021