Nokia Corporation
Stock Exchange Release
May 23, 2017 at 18:15 (CET +1)
Resolutions of the Nokia Annual General Meeting 2017
Espoo, Finland -The Annual General Meeting ("AGM") of Nokia Corporation was held on May 23, 2017 and adopted the following
resolutions:
Dividend
The AGM resolved to distribute a dividend of EUR 0.17 per share for the financial year 2016. The ex-dividend date is on May 23,
2017 at New York Stock Exchange and on May 24, 2017 at Nasdaq Helsinki and Euronext Paris. The dividend record date is on May 26,
2017 and the dividend is expected be paid on or about June 9, 2017. The actual dividend pay date outside Finland will be determined
by the practices of the intermediary banks transferring the dividend payments.
Members of the Board of Directors and Board Committees elected
The AGM resolved to elect ten members to the Board of Directors of Nokia ("Board"). The following members of the Board were
re-elected for a term ending at the close of the Annual General Meeting in 2018: Bruce Brown, Louis Hughes, Jean Monty, Elizabeth
Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh. In addition, Jeanette Horan and Edward Kozel were
elected as new members 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 Risto Siilasmaa as Chair of the Board, and Olivier Piou
as Vice Chair of the Board. The Board also elected the members of the Board committees. Elizabeth Nelson was elected as Chair and
Jeanette Horan, Louis Hughes, Edward Kozel and Carla Smits-Nusteling as members of the Audit Committee. Bruce Brown was elected as
Chair and Jean Monty, Olivier Piou and Kari Stadigh as members of the Personnel Committee. Risto Siilasmaa was elected as Chair and
Bruce Brown, Olivier Piou and Kari Stadigh as members of the Corporate Governance and Nomination Committee.
The AGM resolved the following annual fees to be paid to the members of the Board for the term ending at the Annual General
Meeting in 2018: 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, 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.
In addition, the AGM also 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 Board members 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 net amount received after
deducting those shares needed to offset any costs relating to the acquisition of the shares, including taxes). The meeting fee will
be paid in cash.
Other resolutions of the Annual General Meeting
The AGM re-elected PricewaterhouseCoopers Oy as the auditor for Nokia for the fiscal year 2017.
The AGM authorized the Board to resolve to repurchase a maximum of 560 million Nokia shares. The shares may be repurchased under
the proposed authorization in order to optimize the capital structure of the Company and the Board expects them to be cancelled. In
addition, shares may be repurchased in order to meet obligations arising from debt financial instruments that are exchangeable into
equity instruments, to settle the Company's equity-based incentive plans, or to be transferred for other purposes. The
authorization is effective until November 23, 2018 and it terminated the corresponding repurchase authorization granted by the
Annual General Meeting on June 16, 2016.
The AGM also resolved to authorize the Board to issue a maximum of 560 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 November 23, 2018 and it
terminated the corresponding authorization granted by the Annual General Meeting on June 16, 2016. The authorization did not
terminate 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.
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, including, without limitation, those regarding: A) our ability to
integrate Alcatel Lucent into our operations and achieve the targeted business plans and benefits, including targeted synergies in
relation to the acquisition of Alcatel Lucent; B) expectations, plans or benefits related to our strategies and growth management;
C) expectations, plans or benefits related to future performance of our businesses; D) expectations, plans or benefits related to
changes in organizational and operational structure; E) expectations regarding market developments, general economic conditions and
structural changes; F) expectations and targets regarding financial performance, results, operating expenses, taxes, currency
exchange rates, hedging, cost savings and competitiveness, as well as results of operations including targeted synergies and those
related to market share, prices, net sales, income and margins; G) expectations, plans or benefits related to any future
collaboration or to the business collaboration agreement and the patent license agreement between Nokia and Apple announced on May
23, 2017, including income to be received under any collaboration or partnership or agreement; H) timing of the deliveries of our
products and services; I) expectations and targets regarding collaboration and partnering arrangements, joint ventures or the
creation of joint ventures, including the creation of the new Nokia Shanghai Bell joint venture and the related administrative,
legal, regulatory and other conditions, as well as our expected customer reach; J) outcome of pending and threatened litigation,
arbitration, disputes, regulatory proceedings or investigations by authorities; K) expectations regarding restructurings,
investments, capital structure optimization efforts, uses of proceeds from transactions, acquisitions and divestments and our
ability to achieve the financial and operational targets set in connection with any such restructurings, investments, capital
structure optimization efforts, divestments and acquisitions; and L) statements preceded by or including "believe," "expect,"
"anticipate," "foresee," "sees," "target," "estimate," "designed," "aim," "plans," "intends," "focus," "continue," "project,"
"should," "will" or similar expressions. 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, including risks and uncertainties that could cause these differences include, but are
not limited to: 1) our ability to execute our strategy, sustain or improve the operational and financial performance of our
business and correctly identify and successfully pursue business opportunities or growth; 2) our ability to achieve the anticipated
benefits, synergies, cost savings and efficiencies of the acquisition of Alcatel Lucent, and our ability to implement our
organizational and operational structure efficiently; 3) general economic and market conditions and other developments in the
economies where we operate; 4) competition and our ability to effectively and profitably compete and invest in new competitive
high-quality products, services, upgrades and technologies and bring them to market in a timely manner; 5) our dependence on the
development of the industries in which we operate, including the cyclicality and variability of the information technology and
telecommunications industries; 6) our global business and exposure to regulatory, political or other developments in various
countries or regions, including emerging markets and the associated risks in relation to tax matters and exchange controls, among
others; 7) our ability to manage and improve our financial and operating performance, cost savings, competitiveness and synergies
after the acquisition of Alcatel Lucent; 8) our dependence on a limited number of customers and large multi-year agreements; 9)
exchange rate fluctuations, as well as hedging activities; 10) Nokia Technologies' ability to protect its IPR and to maintain and
establish new sources of patent licensing income and IPR-related revenues, particularly in the smartphone market; 11) our ability
to successfully realize the expectations, plans or benefits related to any future collaboration or to the business collaboration
agreement and the patent license agreement between Nokia and Apple announced on May 23, 2017, including income to be received under
any collaboration or partnership or agreement; 12) our dependence on IPR technologies, including those that we have developed and
those that are licensed to us, and the risk of associated IPR-related legal claims, licensing costs and restrictions on use; 13)
our exposure to direct and indirect regulation, including economic or trade policies, and the reliability of our governance,
internal controls and compliance processes to prevent regulatory penalties in our business or in our joint ventures; 14) our
ability to identify and remediate material weaknesses in our internal control over financial reporting; 15) our reliance on
third-party solutions for data storage and service distribution, which expose us to risks relating to security, regulation and
cybersecurity breaches; 16) inefficiencies, breaches, malfunctions or disruptions of information technology systems; 17) Nokia
Technologies' ability to generate net sales and profitability through licensing of the Nokia brand, particularly in digital media
and digital health, and the development and sales of products and services, as well as other business ventures which may not
materialize as planned; 18) our exposure to various legislative frameworks and jurisdictions that regulate fraud and enforce
economic trade sanctions and policies, and the possibility of proceedings or investigations that result in fines, penalties or
sanctions; 19) adverse developments with respect to customer financing or extended payment terms we provide to customers; 20) the
potential complex tax issues, tax disputes and tax obligations we may face in various jurisdictions, including the risk of
obligations to pay additional taxes; 21) our actual or anticipated performance, among other factors, which could reduce our ability
to utilize deferred tax assets; 22) our ability to retain, motivate, develop and recruit appropriately skilled employees; 23)
disruptions to our manufacturing, service creation, delivery, logistics and supply chain processes, and the risks related to our
geographically-concentrated production sites; 24) the impact of litigation, arbitration, agreement-related disputes or product
liability allegations associated with our business; 25) our ability to optimize our capital structure as planned and re-establish
our investment grade credit rating or otherwise improve our credit ratings; 26) our ability to achieve targeted benefits from or
successfully achieve the required administrative, legal, regulatory and other conditions and implement planned transactions,
including the creation of the new Nokia Shanghai Bell joint venture, as well as the liabilities related thereto; 27) our
involvement in joint ventures and jointly-managed companies; 28) the carrying amount of our goodwill may not be recoverable; 29)
uncertainty related to the amount of dividends and equity return we are able to distribute to shareholders for each financial
period; 30) pension costs, employee fund-related costs, and healthcare costs; and 31) risks related to undersea infrastructure, as
well as the risk factors specified on pages 67 to 85 of our 2016 annual report on Form 20-F under "Operating and financial review
and prospects-Risk factors" and in our other filings with the U.S. Securities and Exchange Commission. Other unknown or
unpredictable factors or underlying assumptions subsequently proven to be incorrect could cause actual results to differ materially
from those in the forward-looking statements. We do not undertake any obligation to publicly update or revise forward-looking
statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
About Nokia
We create the technology to connect the world. Powered by the research and innovation of Nokia Bell Labs, we serve
communications service providers, governments, large enterprises and consumers, with the industry's most complete, end-to-end
portfolio of products, services and licensing.
From the enabling infrastructure for 5G and the Internet of Things, to emerging applications in virtual reality and digital
health, we are shaping the future of technology to transform the human experience. www.nokia.com
Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email: press.services@nokia.com
Investor Enquiries:
Nokia Investor Relations
Tel. +358 4080 3 4080
Email: investor.relations@nokia.com
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