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Nokia Board of Directors convenes Annual General Meeting 2010

28.01.2010 12:42:00 | RM-SYSTÉM, česká burza cenných papírů
Dividend of EUR 0.40 per share will be proposed for 2009, same as the dividend per share paid for 2008

Espoo, Finland - Nokia announced today that its Board of Directors has resolved to convene the Annual General Meeting on May 6, 2010 and that the Board and its Committees will submit the below proposals to the Annual General Meeting.

 

  • 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 EUR 0.40 per share be paid for the fiscal year 2009. The dividend ex-date would be May 7, 2010, the record date May 11, 2010 and the payment date on or about May 25, 2010.

 

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: Lalita D. Gupte, Dr. Bengt Holmström, Prof. Dr. Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Isabel Marey-Semper, Jorma Ollila, Dame Marjorie Scardino, Risto Siilasmaa and Keijo Suila. Additional information about the Board member candidates will be available in the Committee proposal.

 

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 May 6, 2010 for a term ending at the Annual General Meeting in 2011, be unchanged from 2008 and 2009 and be as follows: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member; for the Chairman of the Audit Committee and the Chairman of the Personnel Committee an additional annual fee of EUR 25 000; and for each member of the Audit Committee an additional annual fee of EUR 10 000. Further, the Corporate Governance and Nomination Committee will propose that, as in the past, approximately 40% of the remuneration be paid in Nokia Corporation shares purchased from the market, which shares shall be retained until the end of the board membership in line with the Nokia policy (except for those shares needed to offset any costs relating to the acquisition of the shares, including taxes).

 

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 June 30, 2011 and terminate the current authorization granted by the Annual General Meeting on April 23, 2009.

 

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 June 30, 2013 and terminate the current authorization granted by the Annual General Meeting on May 3, 2007.

 

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 www.nokia.com/agm as from January 29, 2010. The notice to the Annual General Meeting will be published on February 1, 2010.

 

Media and Investor Contacts:

Nokia

Communications

Tel. +358 7180 34900

Email: press.services@nokia.com

 

Investor Relations Europe

Tel. +358 7180 34927

 

www.nokia.com

 

 

 

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