Resolutions of Nokia Corporation’s Annual General Meeting and Board
of Directors’ Assembly Meeting
Nokia CorporationStock Exchange Release3 April 2024 at 16:40
EEST
Resolutions of Nokia Corporation’s Annual General
Meeting and Board of Directors’ Assembly
MeetingEspoo, Finland – The Annual General Meeting
(AGM) of Nokia Corporation took place today 3 April 2024 in
Helsinki, Finland. Approximately 78 000 shareholders
representing approximately 3 305 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 2023 and adopted the
Company’s Remuneration Report and supported the Remuneration Policy
through advisory votes. In addition, the AGM adopted the following
resolutions.
Authorization to the Board to decide on the asset
distribution
The AGM decided that no dividend is distributed by a resolution
of the Annual General Meeting and authorized the Board to resolve
on the distribution of an aggregate maximum of EUR 0.13 per share
as dividend from the retained earnings and/or as assets from the
reserve for invested unrestricted equity.
The authorization is valid until the opening of the next Annual
General Meeting. The Board will resolve separately on the amount
and timing of each distribution of the dividend and/or assets from
the reserve for invested unrestricted equity so that the
preliminary record and payment dates will be as set out below. The
Company shall make a separate announcement of each such Board
resolution confirming the relevant record and payment dates.
Preliminary record
date Preliminary
payment date
23 April
2024 |
3 May
2024 |
23 July
2024 |
1 August
2024 |
22 October
2024 |
31 October
2024 |
4 February
2025 |
13 February
2025 |
Each installment based on the resolution of the Board of
Directors will be paid to a shareholder registered in the Company’s
shareholders’ register maintained by Euroclear Finland Ltd. on the
record date of the payment.
Composition of the Board of Directors, Board
committees
The AGM resolved to elect ten members to the Board. The
following nine members of the Board were re-elected for the term
ending at the close of the next Annual General Meeting: Timo
Ahopelto, Sari Baldauf, Elizabeth Crain, Thomas Dannenfeldt, Lisa
Hook, Thomas Saueressig, Søren Skou, Carla Smits-Nusteling and Kai
Öistämö. In addition, the AGM resolved to elect Michael (Mike)
McNamara as a new member of the Board of Directors for the same
term of office. The qualifications and career experience of the
elected Board members are available on the Company’s website at
https ://www.nokia.com/about-us/company/leadership-and-governance/board-of-directors/meet-the-board/.
In an assembly meeting that took place after the AGM, the Board
elected Sari Baldauf as Chair and Søren Skou as Vice Chair of the
Board. The Board also elected the members of the five Board
committees. Carla Smits-Nusteling was elected as Chair and Thomas
Dannenfeldt, Lisa Hook and Mike McNamara as members of the Audit
Committee. Thomas Dannenfeldt was elected as Chair and Timo
Ahopelto, Sari Baldauf and Elizabeth Crain as members of the
Personnel Committee. Søren Skou was elected as Chair and Sari
Baldauf, Lisa Hook, Carla Smits-Nusteling and Kai Öistämö as
members of the Corporate Governance and Nomination Committee. Kai
Öistämö was elected as Chair and Timo Ahopelto, Mike McNamara and
Thomas Saueressig as members of the Technology Committee. Elizabeth
Crain was elected as Chair and Sari Baldauf, Thomas Dannenfeldt,
Lisa Hook, and Søren Skou as members of the Strategy Committee.
Board members’ remuneration
The AGM resolved that the annual fees to be paid to the members
of the Board for the term ending at the close of the next Annual
General Meeting are as follows:
- EUR 440 000 for the
Chair of the Board;
- EUR 210 000 for the
Vice Chair of the Board;
- EUR 185 000 for each
member of the Board;
- EUR 30 000 each
for the Chairs of the Audit Committee and the Personnel Committee
and EUR 20 000 each for the Chairs of the Technology Committee
and the Strategy Committee as an additional annual fee;
and
- EUR 15 000 for each member of the
Audit Committee and Personnel Committee and EUR 10 000 for
each member of the Technology Committee and Strategy Committee as
an additional annual fee.
The AGM resolved that approximately 40% of the annual fee 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 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 Board members. The meeting fee is 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. The meeting fees, travel expenses and
other expenses directly related to Board and Board Committee work
will be paid in cash.
Auditor
The AGM re-elected Deloitte Oy as the auditor for Nokia for the
financial year 2025. Deloitte Oy has informed the Company that the
auditor in charge will be Authorized Public Accountant (KHT) Jukka
Vattulainen. In addition, the AGM resolved that the auditor elected
for 2025 be reimbursed based on the invoice of the auditor and in
compliance with the purchase policy approved by the Audit
Committee.
Sustainability Reporting Assurer
The AGM elected Deloitte Oy as the sustainability reporting
assurer for Nokia for the financial years 2024 and 2025. Deloitte
Oy has informed the Company that the key sustainability partner for
the financial year 2024 will be Authorized Public Accountant (KHT)
and Authorized Sustainability Auditor (KRT) Marika Nevalainen; and
for the financial year 2025 Authorized Public Accountant (KHT) and
Authorized Sustainability Auditor (KRT) Jukka Vattulainen. In
addition, the AGM resolved that the sustainability reporting
assurer elected for the financial years 2024 and 2025 be reimbursed
based on the invoice 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 530 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 2
October 2025 and it terminated the corresponding repurchase
authorization granted by the Annual General Meeting on 4 April 2023
to the extent that the Board has not previously resolved to
repurchase shares based on the respective authorization.
The AGM resolved to authorize the Board to issue a maximum of
530 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
2 October 2025 and it terminated the corresponding authorization
granted by the Annual General Meeting on 4 April 2023.
Amendments to the Company’s Articles of
Association
The AGM resolved to amend the Articles of Association of the
Company by updating the object of the Company (Article 2); updating
the government authority that approves auditors and adding the
obligation to elect a sustainability reporting assurer (Article 7);
updating the general meeting formats to include also the virtual
general meeting (Article 9) and updating the matters that the
Annual General Meeting decides on (Article 12).
Speeches and minutes of the Annual General
Meeting
The speeches by the Chair of the Board, Sari Baldauf, and the
President and CEO, Pekka Lundmark, will later be available on the
Company’s website www.nokia.com/agm. The minutes of the AGM will be
available on the same website latest on 17 April 2024.
About NokiaAt Nokia, we create technology that
helps the world act together.
As a B2B technology innovation leader, we are pioneering
networks that sense, think and act by leveraging our work across
mobile, fixed and cloud networks. In addition, we create value with
intellectual property and long-term research, led by the
award-winning Nokia Bell Labs.
Service providers, enterprises and partners worldwide trust
Nokia to deliver secure, reliable and sustainable networks today –
and work with us to create the digital services and applications of
the future.
Inquiries:
Nokia CommunicationsPhone: +358 10 448 4900Email:
press.services@nokia.comKaisa Antikainen, Communications
Manager
NokiaInvestor RelationsPhone: +358 40 803 4080Email:
investor.relations@nokia.com
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