Nokia Corporation’s Annual General Meeting 2022
5 April 2022
The Annual General Meeting (AGM) of Nokia Corporation took place at the Company’s headquarters in Espoo on 5 April 2022 under special arrangements due to the COVID-19 pandemic. Approximately 59 300 shareholders representing approximately 3 063 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 President and Chief Executive Officer from liability for the financial year 2021, authorized the Board to resolve on asset distribution of an aggregate maximum of EUR 0.08 per share and supported the Company’s Remuneration Report in an advisory vote.
Please see further information on withholding taxation of dividends in Finland concerning nominee registered shares available here.
Shareholders registered in Finland
Registration for the meeting and advance voting has commenced on 9 March 2022 at 10:00 EET and will end on 29 March 2022 at 16:00 EEST.
Shareholders with a Finnish book-entry account, who wish to participate at the Annual General Meeting, must register for the Meeting by giving a prior notice of participation and by delivering their votes in advance by the following means:
a) through the internet service
Private persons can register and vote by using strong authentication (for example Finnish bank ID). For shareholders that are legal persons, a business ID and the book-entry account number of the shareholder are needed for voting in advance. Should a legal person authorize a proxy representative through the electronic Suomi.fi authorization service, the authorized person is required to use strong identification in order to register and vote.
b) by email or mail
A shareholder may send the advance voting form to Euroclear Finland Oy by email at email@example.com or by regular mail to Euroclear Finland Oy, 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.
Further information in the Privacy statement
If a shareholder participates in the Meeting by sending the votes in advance by mail or email to Euroclear Finland Oy, 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 to 16:00 EET.
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 Oy by letter to the following address: Euroclear Finland Oy, Yhtiökokous/Nokia Oyj, P.O. Box 1110, FI-00101 Helsinki or by email at firstname.lastname@example.org at the latest by 29 March 2022 at 16:00 EEST.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy authorization document. In this case, the legal person authorizes a representative nominated by it in the Suomi.fi service at www.suomi.fi/e-authorizations by using the mandate theme “Representation at the General Meeting”. In order to register and vote through Euroclear Finland Oy's online meeting service, the authorized person must use strong electronic identification (Finnish bank ID or mobile certificate), after which the electronic authorization will be checked automatically. More information available at www.suomi.fi/e-authorizations.
Holders of nominee-registered shares and American Depositary Receipts
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 24 March 2022, 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 31 March 2022 by 14:00 EEST. 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.
Citibank sends the proxy material on the week of 7 March 2022 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 22 March 2022 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 24 March 2022. 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 23 March 2022 are entitled to vote at Nokia’s Annual General Meeting 2022.
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.
Counterproposals and questions
Shareholders who hold at least one hundredth of all shares in the Company had a right to make counterproposals on the agenda items for the Meeting, to be put for a vote. Such counterproposals were to be sent to the Company no later than by 8 March 2022 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 no later than 18 March 2022 at 16:00 EET. Within this timeframe, the Company received the following question submitted by the Nokia French employee mutual fund (FCPAN).
QUESTION: To our knowledge, Nokia's salary policy in some countries is 10% to 20% lower than the market. The justification for this policy is that employees who have acquired expertise specific to Nokia's business can hardly value this expertise outside the group and are therefore captive. Do you consider this salary policy to be ethical? We would like also to know if this policy is general in the group and to know the average compa-ratio of Nokia.
ANSWER: Nokia does not target salaries 10% to 20% lower than the local market. Nokia's objective is generally to be at the market median, pay for performance, and to adjust salaries considering the local labour market movement and affordability. Overall, Nokia competes on a broad value proposition that is strengthened by the Nokia People Strategy. Challenging projects, global career flexibility and opportunities, competitive benefits and our strong stance as an ethical company are all part of the package.
Deadline for counter proposals by shareholders holding at least 1 % of all shares in the company
8 March 2022 at noon EET
Registration and advance voting begin
9 March 2022 at 10:00 EET
Deadline for shareholders’ questions
18 March 2022 at 16:00 EET
Answers to shareholders’ questions available on the Company’s website
23 March 2022
24 March 2022
Registration and advance voting end
29 March 2022 at 16:00 EEST
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
5 April 2022
Minutes of the meeting available on the company’s website latest 19 April 2022
Virtual live Q&A event
The Annual General Meeting on 5 April 2022 can be followed via a webcast, after which the webcast will continue at 16:00 EEST with a separate live Q&A session where the shareholders have the opportunity to present questions to the Company's management on subjects related to the Annual General Meeting.
The questions can be posted live through a chat function during the webcast and a moderator will include as many questions as possible in the Q&A session of the webcast. The questions can be posed in English or Finnish and there will be simultaneous interpretation available into English and Finnish.
Please note that the Q&A event is not part of the Annual General Meeting and questions presented at the Q&A event are not deemed to be made at the Annual General Meeting. Questions presented to the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act are therefore required to be asked in advance in accordance with the instructions given in section C of the notice to the Annual General Meeting.