Nokia Corporation’s Annual General Meeting 2023
4 April 2023
The Annual General Meeting (AGM) of Nokia Corporation took place 4 April 2023 in Helsinki, Finland. Approximately 108 000 shareholders representing approximately 3 197 million shares and votes were represented at the meeting. The AGM approved all the proposals of the Board of Directors to the AGM.
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 2022 and supported the Company’s Remuneration Report in an advisory vote. Further details found on the meeting release.
Shareholders registered in Finland
Registration for the Annual General Meeting commences on 8 March 2023.
A shareholder, with a Finnish book-entry account, who wishes to participate in the Annual General Meeting, must register for the Meeting
b) by telephone to +358 20 770 6870 from Monday to Friday at 9:00 a.m. – 4:00 p.m. (Finnish time); or
c) by letter to the Register of Shareholders, Nokia Corporation, P.O. Box 226, FI-00045 NOKIA GROUP, Finland.
The personal data collected will only be used in connection with the identity authentications and necessary registrations at the Annual General Meeting and related to it. For more information, please refer to the privacy statement.
The notice of attendance needs to be received no later than on 28 March 2023 at 4:00 p.m. (Finnish time).
Advance voting service
Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain items on the agenda of the Annual General Meeting from 8 March 2023 until 28 March 2023 at 16:00 EEST, either in connection with their registration or separately.
Shareholders who have voted in advance who wish to exercise their right to ask questions, demand a vote at the Annual General Meeting or vote on a possible counterproposal under the Finnish Companies Act must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation. Changes to the votes cast in advance may be made through the Company’s website until 28 March 2023 at 16:00 EEST. A shareholder may also change his/her votes at the meeting venue by contacting the Information desk. Such changes are advised to be made before the Meeting begins.
Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting by proxy. A proxy representative shall produce a dated proxy authorization 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 by email to firstname.lastname@example.org or by letter to Nokia Corporation, Register of Shareholders, P.O. Box 226, Fl-00045 NOKIA GROUP at the latest by 28 March 2023 at 16:00 EEST. In case the proxy document is sent as a copy, we kindly ask the authorized person to present the original document at the meeting venue.
Legal persons as shareholders may 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 23 March 2023, 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 30 March 2023 by 2:00 p.m. 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 Annual General Meeting 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 Annual General Meeting, 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 6 March 2023 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 21 March 2023 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 23 March 2023. 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 22 March 2023 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.
Registration and advance voting begin
8 March 2022 at noon EET
23 March 2023 at 10:00 EET
Registration and advance voting end
28 March 2023 at 4:00 p.m. 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
4 April 2023
Minutes of the meeting available on the company’s website latest 18 April 2023.
Shareholders may follow the Annual General Meeting (AGM) through a webcast and submit written questions on each of the agenda items during the meeting using the webcast platform. The questions can be presented in English or in Finnish.
The questions may be moderated and they will be considered in the Annual General Meeting in connection with each agenda item to the extent deemed appropriate by the Chair of the meeting.
Please register to the webcast latest on 30 March.
After the meeting record date on 23 March 2023 the shareholders registered for the webcast will receive the invitation link and a password to their email.
The shareholders who have a Finnish book-entry account and have already registered to the webcast via the advance voting service available on this website (by using strong electronic authentication), will receive an invitation link to their email address without further need to register here.
Please note that following the webcast is not considered participation or exercise of shareholders’ rights and the questions presented through the webcast are not deemed to be presented pursuant to Chapter 5, Section 25 of the Finnish Companies Act. Shareholders who plan to follow the meeting via webcast may exercise their voting rights by voting in advance.