ESPOO,
- Proposal to pay a dividend of EUR 0.40 per share - Proposals on the Board composition and remuneration - Proposals to authorize the Board to repurchase and issue shares - Proposal to amend the Articles of Association - Proposal to re-elect the external auditor
Proposal to pay a dividend
The Board will propose to the Annual General Meeting that a dividend of
Proposals on Board composition and remuneration
Georg Ehrnrooth, Nokia Board Audit Committee Chairman since 2007 and Board member since 2000, has informed that he will not stand for re-election. Mr. Ehrnrooth has been a member of the Audit Committee since 2000, a member of the Personnel Committee in 2006 and a member of Corporate Governance and Nomination Committee since 2007.
The Board's Corporate Governance and Nomination Committee will propose to
the Annual General Meeting that the number of Board members be ten, and that
the following current Nokia Board members be re-elected as members of the
Nokia Board of Directors for a term ending at the Annual General Meeting in
2011:
As to the Board remuneration, the Corporate Governance and Nomination
Committee will propose that the annual fee payable to the Board members
elected at the Annual General Meeting on
Proposals to authorize the Board to repurchase and issue shares
The Board will propose that the Annual General Meeting authorize the
Board to resolve to repurchase a maximum of 360 million Nokia shares. The
proposed maximum number of shares is the same as in the Board's current share
repurchase authorization and it represents less than 10 % of all the shares
of the Company. The shares may be repurchased in order to develop the capital
structure of the Company, finance or carry out acquisitions or other
arrangements, settle the Company's equity-based incentive plans, be
transferred for other purposes, or be cancelled. The shares may be
repurchased either through a tender offer made to all shareholders on equal
terms, or through public trading from the stock market. The authorization
would be effective until
The Board will also propose that the Annual General Meeting authorize the
Board to resolve to issue a maximum of 740 million shares through issuance of
shares or special rights entitling to shares in one or more issues. The Board
proposes that 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. The proposed 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
in deviation from the shareholders' pre-emptive rights. The authorization
would be effective until
Other proposals to the Annual General Meeting 2010
The Board will propose to the Annual General Meeting to amend the Articles of Association so that the provision on the line of business of the Company would reflect more precisely its current business activities and that the provision on the publication of the notice to the Annual General Meeting would be aligned with the amendments to the Finnish Companies Act and it would allow the publication of the notice in the same manner as the other official disclosures of the Company.
The Board's Audit Committee will propose to the Annual General Meeting that PricewaterhouseCoopers Oy be re-elected as the Company's auditor, and that the auditor be reimbursed according to the invoice and in compliance with the purchase policy approved by the Audit Committee.
The complete proposals by the Board and its Committees to the Annual
General Meeting will be available on Nokia's website at
http://www.nokia.com/agm as from
FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are not
historical facts, including, without limitation, those regarding: A) the
timing of product, services and solution deliveries; B) our ability to
develop, implement and commercialize new products, services, solutions and
technologies; C) our ability to develop and grow our consumer Internet
services business; D) expectations regarding market developments and
structural changes; E) expectations regarding our mobile device volumes,
market share, prices and margins; F) expectations and targets for our results
of operations; G) the outcome of pending and threatened litigation; H)
expectations regarding the successful completion of contemplated acquisitions
on a timely basis and our ability to achieve the set targets upon the
completion of such acquisitions; and I) statements preceded by "believe,"
"expect," "anticipate," "foresee," "target," "estimate," "designed," "plans,"
"will" or similar expressions are forward-looking statements. These
statements are based on management's best assumptions and beliefs in light of
the information currently available to it. Because they involve risks and
uncertainties, actual results may differ materially from the results that we
currently expect. Factors that could cause these differences include, but are
not limited to: 1) the deteriorating global economic conditions and related
financial crisis and their impact on us, our customers and end-users of our
products, services and solutions, our suppliers and collaborative partners;
2) the development of the mobile and fixed communications industry, as well
as the growth and profitability of the new market segments that we target and
our ability to successfully develop or acquire and market products, services
and solutions in those segments; 3) the intensity of competition in the
mobile and fixed communications industry and our ability to maintain or
improve our market position or respond successfully to changes in the
competitive landscape; 4) competitiveness of our product, services and
solutions portfolio; 5) our ability to successfully manage costs; 6) exchange
rate fluctuations, including, in particular, fluctuations between the euro,
which is our reporting currency, and the US dollar, the Japanese yen, the
Chinese yuan and the UK pound sterling, as well as certain other currencies;
7) the success, financial condition and performance of our suppliers,
collaboration partners and customers; 8) our ability to source sufficient
amounts of fully functional components, sub-assemblies, software and content
without interruption and at acceptable prices; 9) the impact of changes in
technology and our ability to develop or otherwise acquire and timely and
successfully commercialize complex technologies as required by the market;
10) the occurrence of any actual or even alleged defects or other quality,
safety or security issues in our products, services and solutions; 11) the
impact of changes in government policies, trade policies, laws or regulations
or political turmoil in countries where we do business; 12) our success in
collaboration arrangements with others relating to development of
technologies or new products, services and solutions; 13) our ability to
manage efficiently our manufacturing and logistics, as well as to ensure the
quality, safety, security and timely delivery of our products, services and
solutions; 14) inventory management risks resulting from shifts in market
demand; 15) our ability to protect the complex technologies, which we or
others develop or that we license, from claims that we have infringed third
parties' intellectual property rights, as well as our unrestricted use on
commercially acceptable terms of certain technologies in our products,
services and solutions; 16) our ability to protect numerous Nokia, NAVTEQ and
Nokia Siemens Networks patented, standardized or proprietary technologies
from third-party infringement or actions to invalidate the intellectual
property rights of these technologies; 17) any disruption to information
technology systems and networks that our operations rely on; 18) developments
under large, multi-year contracts or in relation to major customers; 19) the
management of our customer financing exposure; 20) our ability to retain,
motivate, develop and recruit appropriately skilled employees; 21) whether,
as a result of investigations into alleged violations of law by some former
employees of Siemens AG ("Siemens"), government authorities or others take
further actions against Siemens and/or its employees that may involve and
affect the carrier-related assets and employees transferred by Siemens to
Nokia Siemens Networks, or there may be undetected additional violations that
may have occurred prior to the transfer, or violations that may have occurred
after the transfer, of such assets and employees that could result in
additional actions by government authorities; 22) any impairment of Nokia
Siemens Networks customer relationships resulting from the ongoing government
investigations involving the Siemens carrier-related operations transferred
to Nokia Siemens Networks; 23) unfavorable outcome of litigations; 24)
allegations of possible health risks from electromagnetic fields generated by
base stations and mobile devices and lawsuits related to them, regardless of
merit; as well as the risk factors specified on pages 11-28 of Nokia's annual
report on Form 20-F for the year ended
http://www.nokia.com
SOURCE Nokia Corporation