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Nokia Corporation’s Annual General Meeting 2019

The Annual General Meeting (AGM) of Nokia Corporation was held on Tuesday, May 21, 2019 at 2:00 p.m. at Helsinki Messukeskus. The AGM approved all the proposals of the Board of Directors to the AGM. The AGM adopted the company’s financial statements and discharged the members of the Board of Directors and the President and Chief Executive Officer from liability for the financial year 2018. The minutes of the Annual General Meeting will be available on this website on June 4, 2019 the latest.

Shareholders registered in Finland

Register and vote in advance through this link by 4:00 p.m. (Finnish time) on May 14, 2019 (Available only for shareholders who have a Finnish book-entry account).

In order to attend the Meeting a shareholder with a Finnish book-entry account must give prior notice of attendance either

a) through the internet service

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 notice of attendance needs to be received by Nokia Corporation no later than 4:00 p.m. (Finnish time) on Tuesday, May 14, 2019.

In connection with the registration, a shareholder is required to notify his/her name, personal identification number, address, telephone number, the name of a possible assistant and the name and the personal identification number of a possible proxy representative. The personal data given to Nokia Corporation is used only in connection with the Annual General Meeting and for processing related registrations.

Advance voting service

A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda through the internet service until 4:00 p.m. (Finnish time) on May 14, 2019. The Finnish book-entry account number of the shareholder is needed for identification.

Please note that a shareholder voting in advance may use his/her right under the Finnish Limited Liability Companies Act to ask questions or request a vote at the Annual General Meeting only by attending the Meeting in person or by way of proxy representation. It is not possible to make a counterproposal when voting in advance.

Changes to the votes cast in advance may be made through the Company’s website until 4:00 p.m. (Finnish time) on Tuesday, May 14, 2019. 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

If a private individual shareholder gives prior notice of attendance by using the internet service and wishes to authorize a representative to attend the Meeting in person on his/her behalf, the proxy can be given by using the internet service. When providing a proxy online, the internet service requires identification by giving a personal Finnish book-entry account number. Also, the proxy holder’s name and identity number are required.

When giving a prior notice of attendance by telephone or by letter the proxies must arrive at the Register of Shareholders, Nokia Corporation, P.O. Box 226, FI-00045 NOKIA GROUP, Finland by 4:00 p.m. (Finnish time) on Tuesday, May 14, 2019 at the latest.
 

Holders of nominee registered shares and American Depositary Receipts

Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on May 9, 2019, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the 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 16, 2019 by 4:00 p.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the 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 will 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.

Holders of American Depositary Receipts (ADR)

Citibank, N.A. (“Citibank”), as the Depositary Bank of Nokia, handles all the arrangements required for holders of American Depositary Receipts (“ADR Holders”) to vote at Nokia’s Annual General Meeting 2019. ADR Holders must comply with the instructions given by Citibank.

Proxy material

Citibank sends the proxy material on the week of April 1, 2019 to all 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 7, 2019 at 5:00 pm (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 9, 2019. 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 Wednesday May 8, 2019 are entitled to vote at Nokia’s Annual General Meeting 2019.

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.

Dividend fee for ADR holders

A dividend fee of USD 0.0025 per ADR will be charged by Citibank, N.A. in its capacity as Depositary Bank of Nokia in respect of each quarterly dividend payment. On annual basis, the dividend fee will total USD 0.01 per ADR.

Proxies given to another representative than the Custodian

If you wish to attend the Meeting represented by someone else than your Custodian, a written power of attorney and a notice to attend the Meeting must arrive at the Register of Shareholders, Nokia Corporation, P.O. Box 226, FI-00045 NOKIA GROUP, Finland no later than on Tuesday, May 16, 2019 at 4:00 p.m. (Finnish time).

Please note that also in these cases the shareholder needs to be temporarily registered to the Register of Shareholders. Please instruct your Custodian accordingly.

Important dates

Record date May 9, 2019
Registration and advance voting ends May 14, 2019 at 4:00 p.m. Finnish time
Applicable if your shares are registered on a Finnish book-entry account. Otherwise please contact your own custodian for further information and instructions.
Temporary shareholders’ register available * May 17, 2019, at the latest
Annual General Meeting date May 21, 2019
Minutes of the meeting available on the company’s website June 4, 2019

 

* The temporary Register of Shareholders of Nokia Corporation, as per May 9, 2019, is available at Euroclear Finland Ltd., Urho Kekkosen katu 5 C, Helsinki, Finland on May 17, 2019 at the latest, and at the meeting venue.

Questions and answers

How much is the Board proposing to be paid as dividend?

The Board proposes that the Annual General Meeting authorize the Board to resolve on the distribution of an aggregate maximum of EUR 0.20 per share as dividend from the retained earnings and/or as repayment of capital from the fund for invested unrestricted equity. The authorization would be valid until the opening of the next Annual General Meeting and it would be used to distribute funds in four instalments during the validity of the authorization, unless the Board decides otherwise for a justified reason.

The proposed distribution is in line with the Company´s dividend policy and it exceeds the minority dividend as set out in the Finnish Limited Liability Companies Act.

When would the dividend be paid?

Beginning with the distribution for 2018, Nokia plans to pay dividends in quarterly instalments. The Board would make separate resolutions on the amount and timing of each distribution instalment and such resolutions would be separately disclosed following the Annual General Meeting 2019 and in connection with our financial reports for Q2, Q3 and Q4.

For the first instalment, the preliminary ex-dividend date would be on May 22, 2019. The preliminary record date would be on May 23, 2019 and the preliminary pay date would be on or about June 6, 2019.

For the second instalment, the preliminary ex-dividend date would be on July 29, 2019. The preliminary record date would be on July 30, 2019 and the preliminary pay date would be on or about August 8, 2019.

For the third instalment, the preliminary ex-dividend date would be on October 28, 2019. The preliminary record date would be on October 29, 2019 and the preliminary pay date would be on or about November 7, 2019.

For the fourth instalment, the preliminary ex-dividend date would be on February 3, 2020. The preliminary record date would be on February 4, 2020 and the preliminary pay date would be on or about February 13, 2020.

Actual dividend pay dates outside Finland will be determined by the practises of the intermediary banks transferring the dividend payments. Information on dividend tax withholding can be found here.

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 2018. This release from liability will only cover matters that are within the knowledge of Nokia and the shareholders when the resolution is adopted.

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?

According to the proposal, the number of Board members would remain at ten. Louis R. Hughes has informed the Company that he will no longer be available to serve on the Nokia Board of Directors after the Annual General Meeting. Accordingly, the following current Nokia Board members be re-elected as members of the Nokia Board of Directors for a term ending at the next Annual General Meeting: Sari Baldauf, Bruce Brown, Jeanette Horan, Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh.

In addition, it is proposed that Søren Skou, CEO of A.P. Møller Mærsk A/S, be elected as a member of the Board of Directors for the same term.

The Corporate Governance and Nomination Committee will also propose in the assembly meeting of the new Board of Directors after the Annual General Meeting on May 21, 2019 that Risto Siilasmaa be elected as Chair of the Board and Sari Baldauf as Vice Chair of the Board, subject to their election to the Board of Directors.

More information on all the candidates is available on the Company’s website www.nokia.com/agm.

Why are there two proposals regarding auditor on the agenda? Why is there a proposal to change auditor?

According to Nokia’s Articles of Association, shareholders of the Company elect the auditor at the Annual General Meeting. The auditors’ term is one fiscal year.

The Board proposes on the recommendation of the Board’s Audit Committee that the Company’s current auditor PricewaterhouseCoopers Oy be re-elected for the financial year 2019.

In addition, Nokia has an obligation to organize an audit firm selection procedure in accordance with the EU Audit Regulation (537/2014) concerning the audit for the financial year 2020 (mandatory auditor rotation). The practical requirements for arranging the selection procedure under the EU Audit Regulation and the obligation to include at least two candidates in the recommendation of the Audit Committee have caused the Board of Directors to re-evaluate of the timing of the election of the auditor. The election of an auditor for the financial year 2020 already in this Annual General Meeting would give the elected auditor time to prepare for the new audit engagement. At the same time, the shareholders of the Company would have an opportunity to elect the auditor already prior to the relevant financial year.

Based on the recommendation of the Audit Committee, the Board proposes to the Annual General Meeting that Deloitte Oy be elected as the Company’s auditor for the financial year 2020.

Do the auditor proposals this year affect the sequence of future auditor elections?

Provided that the Annual General Meeting decides to elect Deloitte Oy as the auditor for the financial year 2020, the Board intends in forthcoming Annual General Meetings to continue to make a proposal for the election of the auditor in the same sequence, whereby each Annual General Meeting would elect the auditor for the financial year commencing next after the election. At the same time, the shareholders of the Company would have an opportunity to elect the auditor already prior to the relevant financial year.

What does the proposal regarding auditor remuneration mean?

The Board’s Audit Committee oversees the qualifications and independence of the Company’s auditor. This includes, for instance, the adoption of the pre-approval policy for the purchase of audit and non-audit services from the auditor and overseeing compliance with such policy.

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

On the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor to be elected for the financial year 2019 and 2020, respectively, be reimbursed based on the invoice of the auditor and in compliance with the purchase policy approved by the Audit Committee.

Information on the fees paid to the auditor in 2018 broken down by audit and non-audit fees are be available in the Nokia in 2018 and Nokia Form 20-F 2018.

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 does the proposed authorization to issue shares and special rights entitling to shares mean?

Based on the authorization, the Board could issue shares through issuance of shares or special rights entitling to shares. Shares and special rights could be issued by deviating from the shareholders’ pre-emptive right. The authorization could be used to develop the Company’s capital structure, diversify the Company’s shareholder base, finance or carry out acquisitions or other arrangements, settle the Company’s equity-based incentive plans, or for other purposes resolved by the Board. In total, the Board could issue a maximum of 550 million shares under this authorization.

It is proposed that the authorization be effective until November 21, 2020 and terminate the authorization for issuance of shares and special rights entitling to shares resolved at the Annual General Meeting on May 30, 2018. The authorization does not terminate the authorization by the Extraordinary General Meeting held on December 2, 2015 granted to the Board for issuance of shares in order to implement the combination of Nokia and Alcatel Lucent.

How are the dividends taxed if I am a nominee registered shareholder or an ADR holder?

Nokia deducts withholding tax on dividends in accordance with mandatory Finnish tax regulations. The general withholding rate is 30%.

Information on dividend tax withholding can be found here.
 

Note that Nokia cannot process tax information of individual shareholders and no certificates of residency or requests for withholding tax corrections should be delivered to Nokia.

Has Nokia published the meeting notice in Swedish?

Nokia no longer publishes the meeting notice in Swedish, but the meeting can be addressed in Finnish, Swedish and English, and the meeting is translated simultaneously into Finnish, Swedish and English.