Nokia Corporation Resolutions Of Nokia Corporation's Annual General Meeting 2020

TIDMNOKIA 
 
   Nokia Corporation 
 
   Stock Exchange Release 
 
   May 27, 2020 at 16:00 (CET +1) 
 
   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: 
 
   Dividend 
 
   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. 
 
   Auditor 
 
   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 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. 
 
   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 
https://www.globenewswire.com/Tracker?data=I9kci1_f-x66mAT_uszhMu2EB1iOgSlQHWLV84HFM-v2VQzBHgXFcebwPgTdVemXT2oYBMDZ3WxdKUJXSFayh93p8_1dfdaAjnjhu9-74Ro= 
www.nokia.com/agm. The minutes of the AGM will be available on the same 
website later today. 
 
   Media Inquiries: 
 
   Nokia Communications 
 
   Tel. [phone] 
 
   Email: [e-mail] 
https://www.globenewswire.com/Tracker?data=AImKwwHCx8uXXIuICtUoWB5_V8ISoza2OB36QMRInpzIZSRYO6b3CWqkszTy-JTCwdkCZtmyD7bOLyizgk3ca-M5VBbnCB1JHSeQxaamRjA= 
 
 
   Katja Antila, Head of Media Relations 
 
 
 
   Investor Enquiries: 
 
   Nokia Investor Relations 
 
   Tel. [phone] 
 
   Email: [e-mail] 
https://www.globenewswire.com/Tracker?data=G7fso2Nv4v0YixJ0x4JcHxoBVjvCbl7_yMbwwF_2wsTJLQ4VZpQ5bOVrYu-Q67AHfzMxHBi-GiFYmDjAKW91M9zNpL1PhIExOmL_ImTK6QzRQRgVEMd68OlcQ2Hv1Ts6 
 
 
   About Nokia 
 
   We create the technology to connect the world. Only Nokia offers a 
comprehensive portfolio of network equipment, software, services and 
licensing opportunities across the globe. With our commitment to 
innovation, driven by the award-winning Nokia Bell Labs, we are a leader 
in the development and deployment of 5G networks. 
 
   Our communications service provider customers support more than 6.4 
billion subscriptions with our radio networks, and our enterprise 
customers have deployed over 1,300 industrial networks worldwide. 
Adhering to the highest ethical standards, we transform how people live, 
work and communicate. For our latest updates, please visit us online 
www.nokia.com and follow us on Twitter @nokia. 
 
   FORWARD-LOOKING STATEMENTS 
 
   It should be noted that Nokia and its businesses are exposed to various 
risks and uncertainties and certain statements herein that are not 
historical facts are forward-looking statements. These forward-looking 
statements reflect Nokia's current expectations and views of future 
developments and include statements regarding: A) expectations, plans or 
benefits related to our strategies, growth management and operational 
key performance indicators; B) expectations, plans or benefits related 
to future performance of our businesses and any expected future 
dividends including timing and qualitative and quantitative thresholds 
associated therewith; C) expectations and targets regarding financial 
performance, cash generation, results, the timing of receivables, 
operating expenses, taxes, currency exchange rates, hedging, cost 
savings, product cost reductions and competitiveness, as well as results 
of operations including targeted synergies, better commercial management 
and those results related to market share, prices, net sales, income and 
margins; D) expectations, plans or benefits related to changes in 
organizational and operational structure; E) expectations regarding 
competition within our market, market developments, general economic 
conditions and structural and legal change globally and in national and 
regional markets, such as China; F) our ability to integrate acquired 
businesses into our operations and achieve the targeted business plans 

(MORE TO FOLLOW) Dow Jones Newswires

05-27-20 0915ET