Nokia Corporation’s Annual General Meeting 2020
The Annual General Meeting (AGM) of Nokia Corporation took place at the Company’s headquarters in Espoo on May 27, 2020 under special arrangements due to the COVID-19 pandemic. Approximately 43 000 shareholders representing approximately 2 300 million shares and votes were represented at the meeting. The AGM supported all the Board’s proposals by at least 86 percent of the votes cast and rejected the shareholder’s proposal on an amendment of the Articles of Association. The AGM adopted the Company’s financial statements, discharged the members of the Board of Directors and the President and Chief Executive Officer from liability for the financial year 2019 and adopted the Remuneration Policy for the Company’s governing bodies.
Shareholders registered in Finland
Registration for the meeting and advance voting will begin on May 4, 2020, when also the advance voting form will we available on this website, and will end on May 19, 2020 at 4:00 p.m. EEST.
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
The Finnish personal identity code or business ID and book-entry account number of the shareholder is needed for voting in advance.
b) by mail or email
Shareholder may send the advance voting form (or corresponding information) to Euroclear Finland Oy by letter to Euroclear Finland Oy, Yhtiökokous/Nokia Oyj, P.O. Box 1110, FI-00101 Helsinki or by email at email@example.com. If the shareholder participates in the meeting by sending the votes in advance by mail or email to Euroclear Finland Oy, this constitutes due registration for the Annual General Meeting.
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 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.
It is strongly recommended that shareholders primarily register and vote in advance through the website or by email, as in the current situation it is challenging to follow incoming mail due to e.g. remote-work recommendations.
Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the 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 his/her 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 Annual General Meeting.
Powers of attorney 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 before the last date for advance voting on May 19, 2020 at 4:00 p.m. EEST.
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 he/she on the record date of the Annual General Meeting, i.e. on May 14, 2020, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the Annual General 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 May 22, 2020 by 4:00 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 AGM from his/her 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 in connection with temporarily registering a holder of nominee-registered shares to the meeting.
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 May 4, 2020 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 May 12, 2020 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 May 14, 2020. 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 May 13, 2020 are entitled to vote at Nokia’s Annual General Meeting 2020.
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 the shares in the Company had a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals were to be sent to the Company no later than by April 30, 2020 at 10:00 a.m. EEST. No such counterproposals were delivered to the Company.
Shareholders had 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 no later than May 8, 2020 at 4:00 p.m. EEST. One such question was delivered to the Company.
Question: Nokia made commitments to the French government following the acquisition of Alcatel-Lucent. Shareholders are liable for them. How these commitments have been fulfilled so far, item by item? What are the risks if they are not fulfilled?
Answer: 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.
For the avoidance of doubt, we would also like to clarify that Nokia Corporation is a public limited liability company and thus the shareholders are not liable for commitments made by it.
Deadline for shareholders’ counter proposals
April 30, 2020 at 10:00 a.m. EEST
Registration and advance voting begin
May 4, 2020
Deadline for shareholders’ questions
May 8, 2020 at 4:00 p.m. EEST
Answers to shareholders’ questions available on the Company’s website
May 12, 2020
May 14, 2020
Registration and advance voting ends
May 19, 2020 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
May 27, 2020
Minutes of the meeting available on the company’s website
latest June 10, 2020
Questions and answers
Why is it not possible to attend the Annual General Meeting in person?
The Board of Directors of the Company has resolved on extraordinary measures pursuant to the temporary legislation approved by the Finnish Parliament on April 24, 2020. In order to prevent the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the Meeting venue. This is necessary in order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company as well as to organize the Meeting in a predictable way allowing equal means for shareholders to participate while also ensuring compliance with the current restrictions set by the authorities.
Further instructions regarding advance voting and the shareholders’ rights to submit counter proposals and ask questions can be found on this website and in the Meeting notice.
Is there a webcast of the meeting?
No. Shareholders and their proxy representatives can participate in the Meeting and use shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance.
The management of the Company will not attend the Meeting, there will be no addresses by the Board or management at the meeting and no webcast will be provided. Pre-recorded speeches by the Chair of the Board and the President and CEO will be published on the Company’s website on the day of the Annual General Meeting.
Have the proposals to the Annual General meeting changed from those published earlier?
No. The proposals to the Annual General Meeting are uniform with the proposals submitted for the Annual General Meeting convened by the Board of Directors on March 2, 2020, which was cancelled due to the Covid-19 pandemic.
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.