Resolutions of Nokia Corporation's Annual General Meeting 2020
Resolutions of Nokia Corporation's Annual General Meeting 2020
Espoo, Finland - 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. In addition, the AGM adopted the following resolutions:
The AGM resolved that no dividend is paid for the financial year 2019.
Composition of the Board of Directors, Board committees and Board remuneration
The AGM resolved to elect nine members to the Board. The following members of the Board were re-elected for a term ending at the close of the next Annual General Meeting: Sari Baldauf, Bruce Brown, Jeanette Horan, Edward Kozel, Elizabeth Nelson, Søren Skou, Carla Smits-Nusteling and Kari Stadigh. In addition, Thomas Dannenfeldt was elected as a new member of the Board for the same term. The qualifications and career experience of the elected Board members are available at http://www.nokia.com/en_int/investors/corporate-governance/board-of-directors/meet-the-board.
In an assembly meeting that took place after the AGM, the Board elected Sari Baldauf as Chair of the Board, and Kari Stadigh as Vice Chair of the Board. The Board also elected the members of the four Board committees. Carla Smits-Nusteling was elected as Chair and Thomas Dannenfeldt, Jeanette Horan, Edward Kozel and Elizabeth Nelson as members of the Audit Committee. Bruce Brown was elected as Chair and Elizabeth Nelson, Søren Skou and Kari Stadigh as members of the Personnel Committee. Kari Stadigh was elected as Chair and Sari Baldauf, Bruce Brown and Carla Smits-Nusteling as members of the Corporate Governance and Nomination Committee. Edward Kozel was elected as Chair and Sari Baldauf, Bruce Brown, Thomas Dannenfeldt and Jeanette Horan as members of the Technology Committee.
The AGM resolved that the annual fees to be paid to the members of the Board for the term ending at the Annual General Meeting in 2021 remain at their current level and be the following: EUR 440 000 for the Chair of the Board, EUR 185 000 for the Vice Chair of the Board and EUR 160 000 for each Board member. In addition, the AGM resolved that the Chairs of the Audit Committee and the Personnel Committee will each be paid an additional annual fee of EUR 30 000, Chair of the Technology Committee an additional annual fee of EUR 20 000 and other members of the Audit Committee an additional annual fee of EUR 15 000 each. The AGM also resolved to pay a meeting fee of EUR 5 000 per meeting requiring intercontinental travel and EUR 2 000 per meeting requiring continental travel for Board and Committee meetings to all the other Board members except the Chair of the Board. The meeting fee would be paid for a maximum of seven meetings per term. The AGM resolved that the members of the Board of Directors shall be compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work.
In addition, the AGM resolved, in line with Company's Corporate Governance Guidelines, that approximately 40% of the annual remuneration will be paid in Nokia shares purchased from the market, or alternatively by using treasury shares held by the Company. The members of the Board shall retain until the end of their directorship such number of shares that corresponds to the number of shares they have received as Board remuneration during their first three years of service in the Board. The meeting fee and costs directly related to Board and Committee work will be paid in cash.
The AGM elected Deloitte Oy as the auditor for Nokia for the financial year 2021. In addition, the AGM resolved that the auditor elected for 2021 be reimbursed based on the invoice of the auditor and in compliance with the purchase policy approved by the Audit Committee.
Authorizations to resolve on the repurchase of the Company's own shares and on the issuance of shares and special rights entitling to shares
The AGM authorized the Board to resolve to repurchase a maximum of 550 million Nokia shares. Shares may be repurchased to be cancelled, held to be reissued, transferred further or for other purposes resolved by the Board. The shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). The authorization is effective until October 7, 2021 and it terminated the corresponding repurchase authorization granted by the Annual General Meeting on May 21, 2019.
The AGM resolved to authorize the Board to issue a maximum of 550 million shares through issuance of shares or special rights entitling to shares in one or more issues. The authorization may be used to develop the Company's capital structure, diversify the 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. Under the authorization, the Board may issue new shares or shares held by the Company. The authorization includes the right for the Board to resolve on all the terms and conditions of the issuance of shares and special rights entitling to shares, including issuance of shares or special rights in deviation from the shareholders' pre-emptive rights within the limits set by law. The authorization is effective until October 7, 2021 and it terminated the corresponding authorization granted by the Annual General Meeting on May 21, 2019. The authorization terminated also the authorization by the Extraordinry 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.
A shareholder’s proposal for amending the Articles of Association of the Company
The AGM resolved, in accordance with the recommendation of the Board, to reject the shareholder’s proposal on an amendment of the Articles of Association of the Company.
Speeches and minutes of the Annual General Meeting
The pre-recorded speeches by the outgoing Chair of the Board, Risto Siilasmaa, and the President and CEO, Rajeev Suri, are available on the Company’s website www.nokia.com/agm. The minutes of the AGM will be available on the same website later today.
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