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Nokia Corporation’s
Annual General Meeting 2020 is cancelled

Nokia cancels Annual General Meeting due to coronavirus epidemic; convenes a new meeting later

Due to the coronavirus epidemic, the Finnish government has issued presidential decrees to commission the Emergency Powers Act on March 17, 2020. Furthermore, public gatherings of over 10 people are banned.

The health and safety of our employees, shareholders and other stakeholders is our first priority. We take the measures to mitigate the coronavirus seriously and therefore Nokia’s Board of Directors has resolved to cancel the Annual General Meeting initially scheduled to be held on April 8, 2020.

Nokia will convene the Annual General Meeting at a later stage as soon as it is practically possible to organize the meeting. Furthermore, in line with our mission to create the technology to connect the world and as a forerunner of offering our shareholders an on-line advance voting solution in the Finnish market, Nokia strongly advocates for measures to allow fully virtual general meetings to enable efficient shareholder participation.

Questions and answers

Questions and answers

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What is the Board of Directors’ dividend proposal to the Annual General Meeting?

The Board proposes to the Annual General Meeting that no dividend be paid based on the balance sheet to be adopted for the financial year ended on December 31, 2019.
 

What does discharging of the Chair, the members of the Board of Directors and the President and CEO from liability mean?

This is one of the standard matters voted on at Nokia’s shareholders’ meetings, which according to mandatory provisions of Finnish law must be discussed and resolved at each Annual General Meeting for the preceding financial year. In principle, the resolution provides a release from liability towards the Company for the Chair and the members of the Board and the President for matters occurred during the financial year 2019. This release from liability will only cover matters that are within the knowledge of Nokia and the shareholders when the resolution is adopted.

What is the remuneration policy?

The remuneration policy (Policy) sets out principles for remuneration of the Board of Directors and the President and CEO and shall be presented to the AGM at least every four years. Under Finnish law the resolution of the AGM on the Policy is advisory, but the remuneration of the Board members and the President and CEO shall be based on the Policy presented to the AGM. However, under Finnish law and Nokia’s Articles of Association the shareholders continue to resolve annually on the remuneration of the members of the Board of Directors. The Remuneration Policy shall not restrict the shareholders’ ability to resolve on Board members’ remuneration annually.

Our Policy to be presented to the AGM will be available on this website later this week.

The remuneration policy does not change the principle that the appointing body resolves on remuneration. The AGM resolves on the election and remuneration of the members of the Board of Directors. The Board of Directors appoints the President and CEO and resolves on his remuneration, which from 2020 onwards shall be based on the Policy presented to the AGM.

Why is there no remuneration report to be addressed in this AGM?

The first remuneration report will be presented to the AGM 2021

How does the proposal on the remuneration to the members of the Board of Directors compare to remuneration paid in previous years?

According to the proposal the annual fee payable to the Board members elected at the meeting would remain at current level. 

Are there changes proposed to the Board composition?

The number of Board members is proposed be nine (9) instead of the current ten (10). Risto Siilasmaa and Olivier Piou have informed that they will no longer be available to serve on the Nokia Board of Directors after the AGM. Additionally, it is proposed that Thomas Dannenfeldt, former Chief Financial Officer of Deutsche Telekom, be elected as a new member of the Board and that the following current Nokia Board members be re-elected for a term ending at the next AGM: Sari Baldauf, Bruce Brown, Jeanette Horan, Edward Kozel, Elizabeth Nelson, Søren Skou, Carla Smits-Nusteling and Kari Stadigh.

The Corporate Governance and Nomination Committee will also propose in the assembly meeting of the new Board of Directors after the AGM on April 8, 2020 that Sari Baldauf be elected as Chair of the Board and Kari Stadigh as Vice Chair of the Board, subject to their election to the Board of Directors.

Why does the Board propose to elect the auditor already for the financial year 2021?

Nokia organized an audit firm selection procedure in accordance with the EU Audit Regulation concerning the audit for the financial year 2020 (mandatory auditor rotation) before the AGM 2019. As a consequence of the audit firm selection procedure and on the recommendation of the Board’s Audit Committee Deloitte Oy was elected as the auditor of the Company for the financial year 2020 already in the AGM 2019. Simultaneously the Board of Directors informed that it intends in forthcoming AGMs to continue to make a proposal for the election of the auditor in the same sequence, whereby each AGM would elect the auditor for the financial year commencing next after the election.

What does the proposal regarding auditor remuneration mean?

According to Nokia’s Articles of Association, the Annual General Meeting resolves on the remuneration to be paid to the Company’s auditor.

Information on the fees paid to the Company’s auditor during the previous financial years broken down by audit and non-audit fees will be available in Nokia’s annual accounts for 2019.

Why does the Board propose an authorization to repurchase own shares?

As a Finnish company Nokia may not, pursuant to mandatory provisions of Finnish law, repurchase Nokia shares without the shareholders' approval, or the shareholders’ authorization to the Board for these actions.

Information on repurchase of own shares is available on Nokia’s website through this link Share Repurchase FAQ for investors.

What is the Board’s recommendation on the shareholder’s proposal under AGM agenda item 18?

The Board of Directors does not consider the proposal to be either feasible or necessary for Nokia and recommends that the shareholder proposal be rejected at the Annual General Meeting. Further information available in the Notice of the AGM.