Nokia Oyj : Corporation Proposals Of The Board Of Directors To Corporation's Annual General Meeting 2021

TIDMNOKIA 
 
   Nokia Corporation 
 
   Stock Exchange Release 
 
   February 4, 2021 at 13:00 (CET +1) 
 
   Proposals of the Board of Directors to Nokia Corporation's Annual 
General Meeting 2021 
 
   Nokia Corporation's Annual General Meeting will be held on April 8, 2021 
at 15:00 EET at the Company's headquarters, Karakaari 7, Espoo, Finland, 
under extraordinary measures pursuant to the temporary legislation, 
which entered into force on October 3, 2020 to prevent the spread of the 
Covid-19 pandemic. 
 
   Participation and exercise of shareholder rights in the Meeting will be 
possible only by voting in advance and by submitting counterproposals 
and asking questions in advance. It is not possible for the shareholders 
or their proxy representatives to participate at the meeting venue in 
person, but the event including the confirmation of the vote result as 
well as speeches from the Chair of the Board and the President and CEO 
can be followed through a web stream. 
 
   The Board submits the following proposals to the Annual General Meeting. 
Complete proposals are available as of today on www.nokia.com/agm. The 
notice of the Annual General Meeting with more detailed information on 
the participation and voting will be published separately at a later 
date on the company's website and by a stock exchange release. 
 
   Distribution of dividend for the financial year 2020 
 
   The Board of Directors 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, 2020. 
 
   Board composition and remuneration 
 
   Elizabeth Nelson has informed that she will no longer be available to 
serve on the Nokia Board of Directors after the Annual General Meeting. 
Consequently, the Board proposes, on the recommendation of the Board's 
Corporate Governance and Nomination Committee, that the following eight 
current Board members be re-elected as members of the Nokia Board of 
Directors for a term ending at the close of the next Annual General 
Meeting: Sari Baldauf, Bruce Brown, Thomas Dannenfeldt, Jeanette Horan, 
Edward Kozel, 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 on April 8, 2021 that 
Sari Baldauf be re-elected as Chair of the Board and Kari Stadigh as 
Vice Chair of the Board, subject to their election to the Board of 
Directors. 
 
   All candidates for the Board of Directors are presented on the Company's 
website www.nokia.com/agm. 
 
   In addition, the Board proposes on the recommendation of the Corporate 
Governance and Nomination Committee to introduce additional annual fees 
to be paid to the members of the Personnel Committee and Technology 
Committee in addition to the Committee Chairs. 
 
   Other remuneration payable to the Board members would remain unchanged 
and no additional annual fee is proposed to be paid to the members of 
the Corporate Governance and Nomination Committee or the Chair of the 
Board for her service in any of the Board Committees. 
 
   Consequently, on the recommendation of the Board's Corporate Governance 
and Nomination Committee, in line with the Company's Remuneration Policy 
presented to and supported by the Annual General Meeting 2020, the Board 
of Directors proposes to the Annual General Meeting that the annual fee 
payable for a term ending at the close of the next Annual General 
Meeting be as follows: 
 
 
   -- EUR 440 000 for the Chair of the Board; 
 
   -- EUR 185 000 for the Vice Chair of the Board; 
 
   -- EUR 160 000 for each member of the Board; 
 
   -- EUR 30 000 each for the Chairs of the Audit Committee and Personnel 
      Committee and EUR 20 000 for the Chair of the Technology 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 as an 
      additional annual fee. 
 
 
 
   In addition, it is proposed that the meeting fees for Board and Board 
Committee meetings payable to all the other Board members, except for 
the Chair of the Board, remain at current level. These meeting fees 
based on travel required between the Board member's home location and 
the location of a meeting would be paid for a maximum of seven meetings 
per term and be structured as follows: 
 
 
   -- EUR 5 000 per meeting requiring intercontinental travel; and 
 
   -- EUR 2 000 per meeting requiring continental travel. 
 
 
   Furthermore, the Board also proposes that members of the Board of 
Directors shall be compensated for travel and accommodation expenses as 
well as other costs directly related to Board and Board Committee work. 
 
   It is proposed that approximately 40% of the annual fee be paid in Nokia 
shares purchased from the market, or alternatively by using treasury 
shares held by the Company. The meeting fee, travel expenses and other 
expenses would be paid in cash. 
 
   Auditor election and remuneration 
 
   Since 2019 the Board of Directors has proposed to the Annual General 
Meeting that the shareholders would elect the auditor for the financial 
year commencing next after the election. Therefore, on the 
recommendation of the Board's Audit Committee, the Board of Directors 
proposes to the Annual General Meeting that Deloitte Oy be re-elected as 
the auditor of the Company for the financial year 2022. 
 
   It is also proposed that the elected auditor for the financial year 2022 
be reimbursed based on the invoice of the auditor and in compliance with 
the purchase policy approved by the Audit Committee. 
 
   Authorization to the Board to issue shares and repurchase company's 
shares 
 
   In line with previous years, the Board proposes that the Annual General 
Meeting authorize the Board to resolve to issue in total a maximum of 
550 million shares through issuance of shares or special rights 
entitling to shares under Chapter 10, Section 1 of the Finnish Limited 
Liability Companies Act in one or more issues during the effective 
period of the authorization. The Board may issue either new shares or 
treasury shares held by the Company. Shares and special rights entitling 
to shares may be issued in deviation from the shareholders' pre-emptive 
rights within the limits set by law. The authorization may be used to 
develop the Company's capital structure, diversify the shareholder base, 
finance or carry out acquisitions or other arrangements, to settle the 
Company's equity-based incentive plans or for other purposes resolved by 
the Board. 
 
   Also, in line with previous years, the Board proposes that the Board be 
authorized to resolve to repurchase a maximum of 550 million shares. The 
repurchases would reduce distributable funds of the Company. The shares 
may be repurchased otherwise than in proportion to the shares held by 
the shareholders (directed repurchase). Shares may be repurchased to be 
cancelled, held to be reissued, transferred further or for other 
purposes resolved by the Board. 
 
   550 million shares correspond to less than 10 per cent of the Company's 
total number of shares. 
 
   The Board shall resolve on all other matters related to the issuance or 
repurchase of Nokia shares in accordance with the resolution by the 
Annual General Meeting. It is proposed that both authorizations be 
effective until October 7, 2022 and terminate the earlier authorizations 
resolved at the Annual General Meeting on May 27, 2020. 
 
   Other matters to be addressed by the Annual General Meeting 
 
   Furthermore, the Annual General Meeting would also address adopting the 
Company's financial statements for the financial year 2020, discharging 
the members of the Board of Directors and the President and Chief 
Executive Officers from liability for the financial year 2020 and 
adopting, in an advisory vote, the Remuneration Report for the Company's 
governing bodies. 
 
   The Remuneration Report for 2020 as well as the "Nokia in 2020" annual 
report, which includes the Company's Annual Accounts, the review by the 
Board of Directors and the auditor's report, are expected to be 
published and available on www.nokia.com/agm in week 9 of 2021. The 
Remuneration Report for 2020 will be published by a stock exchange 
release as well. 
 
   About Nokia 
 
   We create the critical networks and technologies to bring together the 
world's intelligence, across businesses, cities, supply chains and 
societies. 
 
   With our commitment to innovation and technology leadership, driven by 
the award-winning Nokia Bell Labs, we deliver networks at the limits of 
science across mobile, infrastructure, cloud, and enabling technologies. 
 
   Adhering to the highest standards of integrity and security, we help 
build the capabilities we need for a more productive, sustainable and 
inclusive world. 
 
   For our latest updates, please visit us online www.nokia.com and follow 
us on Twitter @nokia. 
 
   Media Enquiries: 
 
   Nokia 
 
   Communications 
 
   Tel. [phone] 
 
   Email: [e-mail] 
https://www.globenewswire.com/Tracker?data=j7Y1l9PG-6hsQJ5KiArdxtKkD8rX_8fbA9S5SMjZfUVIuRbN8GDdAqjieyFB_DVmapJMKtPkKq40t2a0NXPJOhlTgj96waHQg7sPu5TKszY= 
 
 
   Katja Antila, Head of Media Relations 
 
   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 (including the expected impact, 
timing and duration of that impact of COVID-19 on our businesses, our 
supply chain and our customers' businesses) and any future dividends 

(MORE TO FOLLOW) Dow Jones Newswires

02-04-21 0615ET