NOK Nokia Corp

TIDMNOKIA 
 
   Nokia Corporation 
 
   Stock Exchange Release 
 
   March 2, 2020 at 14:30 (CET +1) 
 
 
 
 
 
   Notice of the Annual General Meeting of Nokia Corporation 
 
   Notice is given to the shareholders of Nokia Corporation (the "Company") 
of the Annual General Meeting to be held on Wednesday, April 8, 2020 at 
2:00 p.m. at Helsinki Messukeskus, Messuaukio 1, Helsinki, Finland. The 
reception of persons who have registered for the Meeting will commence 
at 12:30 p.m. 
 
   A. Matters on the agenda of the Annual General Meeting 
 
   At the Annual General Meeting, the following matters will be considered: 
 
   1. Opening of the Meeting 
 
   2. Matters of order for the Meeting 
 
   3. Election of a person to confirm the minutes and a person to verify 
the counting of votes 
 
   4. Recording the legal convening of the Meeting and quorum 
 
   5. Recording the attendance at the Meeting and adoption of the list of 
votes 
 
   6. Presentation of the Annual Accounts, the review by the Board of 
Directors and the auditor's report for the year 2019 
 
   - Review by the President and CEO 
 
   7. Adoption of the Annual Accounts 
 
   8. Resolution on the use of the profit shown on the balance sheet 
 
   The Board 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, 2019. 
 
   9. Resolution on the discharge of the members of the Board of Directors 
and the President and CEO from liability 
 
   10. Addressing the Remuneration Policy 
 
   Presentation of the Remuneration Policy to the Annual General Meeting. 
The Policy applicable to the President and CEO and the Board of 
Directors will be available on the Company's website www.nokia.com/agm 
later this week. The resolution on the Remuneration Policy is advisory. 
 
   11. Resolution on the remuneration to the members of the Board of 
Directors 
 
   On the recommendation of the Board's Corporate Governance and Nomination 
Committee, the Board proposes to the Annual General Meeting that the 
annual fee payable to the Board members elected at the same meeting for 
a term ending at the close of the next Annual General Meeting remains at 
current level: 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, it is proposed that the Chair of the Audit Committee and the 
Chair of the Personnel Committee will each receive 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 Board also proposes that a meeting fee for Board and Committee 
meetings be paid to all the other Board members, except the Chair of the 
Board, based on travel required between the Board member's home location 
and the location of a meeting. The meeting fee would be paid for a 
maximum of seven meetings per term and remain on the following levels: 
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 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. 
 
   12. Resolution on the number of members of the Board of Directors 
 
   On the recommendation of the Board's Corporate Governance and Nomination 
Committee, the Board proposes to the Annual General Meeting that the 
number of Board members be nine (9). 
 
   13. Election of members of the Board of Directors 
 
   Risto Siilasmaa and Olivier Piou have informed that they will no longer 
be available to serve on the Nokia Board of Directors after the Annual 
General Meeting. Accordingly, the Board, on the recommendation of the 
Board's Corporate Governance and Nomination Committee, proposes to the 
Annual General Meeting that the following current Nokia Board members be 
re-elected as members of the Board 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, it is proposed that Thomas Dannenfeldt 
who is a former Chief Financial Officer of Deutsche Telekom be elected 
as a member of the Board of Directors for the same term. 
 
   All candidates for the Board of Directors are presented on the Company's 
website www.nokia.com/agm. 
 
   14. Election of Auditor for the financial year 2021 
 
   In 2019 Nokia finalized the mandatory audit firm selection procedure 
concerning the audit for the financial year 2020. Consequently, Deloitte 
Oy was elected as the auditor of the Company for the financial year 2020 
already in the Annual General Meeting 2019. Therefore, on the 
recommendation of the Board's Audit Committee, the Board now proposes to 
the Annual General Meeting that Deloitte Oy be re-elected as the auditor 
of the Company for the financial year 2021. 
 
   15. Resolution on the remuneration of the Auditor 
 
   On the recommendation of the Board's Audit Committee, the Board proposes 
to the Annual General Meeting that the auditor elected at the Annual 
General Meeting be reimbursed based on the invoice of the auditor and in 
compliance with the purchase policy approved by the Audit Committee. 
 
   16. Authorization to the Board of Directors to resolve to repurchase the 
Company's own shares 
 
   The Board of Directors proposes that the Annual General Meeting 
authorize the Board to resolve to repurchase a maximum of 550 million 
shares, which corresponds to less than 10 per cent of the Company's 
total number of shares. The repurchases under the authorization are 
proposed to be carried out by using funds in the unrestricted equity, as 
resolved by the Board, which means that the repurchases will reduce 
distributable funds of the Company. 
 
   The price paid for the shares under the authorization shall be based on 
the market price of Nokia shares on the securities markets on the date 
of the repurchase. Shares may be repurchased to be cancelled, held to be 
reissued, transferred further or for other purposes resolved by the 
Board. The Company may enter into derivative, share lending or other 
arrangements customary in capital market practice. 
 
   The shares may be repurchased otherwise than in proportion to the shares 
held by the shareholders (directed repurchase). The Board shall resolve 
on all other matters related to the repurchase of Nokia shares. 
 
   It is proposed that the authorization be effective until October 7, 2021 
and terminate the authorization for repurchasing the Company's shares 
granted by the Annual General Meeting on May 21, 2019. 
 
   17. Authorization to the Board of Directors to resolve to issue shares 
and special rights entitling to shares 
 
   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. The 
proposed maximum amount corresponds to less than 10 per cent of the 
Company's total number of shares as of the date of this proposal. 
 
   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. 
 
   The Board would resolve on all terms and conditions of the issuance of 
shares and special rights entitling to shares under Chapter 10, Section 
1 of the Finnish Limited Liability Companies Act. 
 
   It is proposed that the authorization be effective until October 7, 2021 
and terminate the authorization for issuance of shares and special 
rights entitling to shares resolved at the Annual General Meeting on May 
21, 2019. The proposed authorization terminates 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. 
 
   18. Shareholder's proposal on amendment of the Articles of Association 
 
   A private individual shareholder proposes that the Annual General 
Meeting resolves to amend Article 4 of the Articles of Association. The 
shareholder proposes to decrease the maximum number of Board members so 
that the Board of Directors would comprise of a minimum of five (5) and 
a maximum of seven (7) ordinary members with a maximum of two (2) deputy 
members, to set an age limit of 70 years for board members and to follow 
strict gender balance when filling seats in the Board of Directors with 
a requirement to explain any deviation. 
 
   The full proposal of the shareholder as well as the current Articles of 
Association of the Company are available on the Company's website at 
www.nokia.com/agm. 
 
   Company's assessment of the shareholder's proposal 
 
   The Corporate Governance and Nomination Committee of the Board of 
Directors monitors significant developments in the law and practice of 
corporate governance and of the duties and responsibilities of directors 
of public companies. While the Committee welcomes the individual 
shareholder's view, it considers that the proposal is not fully in line 
with widely recognized corporate governance practices. The proposal, if 

approved, would unjustifiably limit the Committee's ability to propose a 
Board composition that is required to ensure an efficient Board with 
diverse mix of skills and experience as well as sufficient time for 
directors to focus on Board and Committee work for the benefit of the 
shareholders. 
 
   Considering the nature of and responsibilities related to Board work and 
Nokia Board having established four committees, a maximum of seven 
ordinary Board members would not be adequate. In addition, inflexible 
age limits are not in line with the Board's diversity principles and 
would exclude members who may have valuable experience. Furthermore, 
Nokia already has a strong commitment to gender diversity. During the 
past years at least 40% of both genders have been represented in the 
Board. 
 
   Consequently, in line with the Corporate Governance and Nomination 
Committee, the Board of Directors does not consider the proposal to be 
either feasible or necessary for Nokia and recommends that the 
shareholder proposal be rejected at the Annual General Meeting. 
 
   However, should the Annual General Meeting anyway approve the private 
shareholder's proposal to amend the Articles of Association, the Board 
would convene an extraordinary general meeting as soon as practicable in 
order to address the number of the members of the Board of Directors and 
the composition of the Board in accordance with the amended Articles of 
Association. Possible amendment of the Articles of Association and 
resolutions regarding the Board would be registered and come into force 
following the extraordinary general meeting. 
 
   19. Closing of the Meeting 
 
   B. Documents of the Annual General Meeting 
 
   The proposals of the Board of Directors and the shareholder relating to 
the agenda of the Annual General Meeting as well as this notice are 
available on the Company's website at www.nokia.com/agm. The 
Remuneration Policy and "Nokia in 2019" 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 available on the 
above-mentioned website later this week. These documents will also be 
available at the Meeting and copies of these documents will be sent to 
shareholders upon request. The minutes of the Annual General Meeting 
will be available on the Company's website www.nokia.com/agm at the 
latest on April 22, 2020. 
 
   C. Instructions for the participants in the Annual General Meeting 
 
   1. The right to participate and registration 
 
   Each shareholder, who on March 27, 2020 is registered in the Register of 
Shareholders of the Company, has the right to participate in the Annual 
General Meeting. A shareholder, whose shares are registered on his/her 
Finnish book-entry account, is automatically registered in the Register 
of Shareholders of the Company. If you do not have a Finnish book-entry 
account, see section 4. Holders of Nominee registered shares or 5. 
Holders of American Depositary Receipts (ADR). 
 
   A shareholder, with a Finnish book-entry account, who wishes to 
participate in the Annual General Meeting, must register for the Meeting 
by giving prior notice of attendance no later than on April 1, 2020 at 
4:00 p.m. (Finnish time) by which time the registration needs to be 
received by the Company. Such notice can be given: 
 
   a) through the Company's website at www.nokia.com/agm; 
 
   b) by telephone to +358 20 770 6870 from Monday to Friday at 09:00 a.m. 
to 4:00 p.m. (Finnish time); or 
 
   c) by letter to the Register of Shareholders, Nokia Corporation, P.O. 
Box 226, Fl-00045 NOKIA GROUP. 
 
   In connection with the registration, a shareholder is required to notify 
his/her name, personal identification number, address, telephone number, 
the name of a possible assistant and the name and the personal 
identification number of a possible proxy representative. 
 
   2. Advance voting service 
 
   A shareholder, who has a Finnish book-entry account, may vote in advance 
on certain items on the agenda of the Annual General Meeting through the 
Company's website from March 2, 2020 until 4:00 p.m. (Finnish time) on 
April 1, 2020. Unless a shareholder voting in advance will be present in 
person or by proxy in the Meeting, he/she may not be able to exercise 
his/her right under the Finnish Limited Liability Companies Act to 
request information or a vote in the Meeting and if decision proposals 
regarding certain agenda item have changed after the beginning of the 
advance voting period, his/her possibility to vote on such item may be 
restricted. The conditions and other instructions relating to the 
electronic advance voting may be found on the Company's website 
www.nokia.com/agm. 
 
   The Finnish book-entry account number of the shareholder is needed for 
voting in advance. 
 
   3. Proxy representatives and powers of attorney 
 
   A shareholder may participate in the Annual General Meeting and exercise 
his/her rights at the Meeting by proxy. A proxy representative shall 
produce a dated proxy document or otherwise in a reliable manner 
demonstrate his/her right to represent the shareholder at the Annual 
General Meeting. Should a shareholder participate in the Meeting by 
means of several proxy representatives representing the shareholder with 
shares in different book-entry accounts, the shares by which each proxy 
representative represents the shareholder shall be identified in 
connection with the registration for the Annual General Meeting. Powers 
of attorney should be delivered to Nokia's Register of Shareholders at 
the above- mentioned address or via email to agm@nokia.com before the 
last date for registration. 
 
   4. Holders of nominee registered shares 
 
   A holder of nominee-registered shares has the right to participate in 
the Annual General Meeting by virtue of such shares, based on which 
he/she on the record date of the Annual General Meeting, i.e. on March 
27, 2020, would be entitled to be registered in the shareholders' 
register of the company held by Euroclear Finland Oy. The right to 
participate in the Annual General Meeting requires, in addition, that 
the shareholder on the basis of such shares has been registered into the 
temporary shareholders' register held by Euroclear Finland Oy at the 
latest by April 3, 2020 by 4:00 p.m. (Finnish time). As regards 
nominee-registered shares this constitutes due registration for the 
Annual General Meeting. 
 
   A holder of nominee-registered shares is advised to request without 
delay necessary instructions regarding the temporary registration in the 
shareholders' register of the company, the issuing of proxy documents 
and registration for the AGM from his/her custodian bank. The account 
management organization of the custodian bank will temporarily register 
a holder of nominee-registered shares, who wants to participate in the 
AGM, into the shareholders' register of the company at the latest by the 
time stated above. Further information on these matters can also be 
found on the company's website www.nokia.com/agm. 
 
   5. Holders of American Depositary Receipts (ADR) 
 
   A holder of American Depositary Shares (ADR) intending to vote at the 
Annual General Meeting shall without delay notify the Depositary Bank of 
Nokia, Citibank, N.A., of his/her intention and shall comply with the 
instructions provided by Citibank, N.A. 
 
   6. Other instructions and information 
 
   On the date of this notice of the Annual General Meeting the total 
number of shares in Nokia Corporation and votes represented by such 
shares is 5 653 886 159. 
 
   Doors of the meeting venue will open at 12:30 p.m. The shareholders, 
their representatives and possible assistants are required to prove 
their identity at the entrance. Coffee will be served before the 
Meeting. The Meeting will be conducted primarily in Finnish, and 
simultaneous translation will be available into Swedish and English, and 
as necessary, into Finnish. 
 
   Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability 
Companies Act, a shareholder who has given prior notice of attendance 
and is present at the Annual General Meeting has the right to request 
information with respect to the matters to be considered at the Meeting. 
 
   March 2, 2020 
 
   BOARD OF DIRECTORS 
 
   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 6.1 
billion subscriptions with our radio networks, and our enterprise 
customers have deployed over 1,000 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. 
 
   Media Enquiries: 
 
   Nokia 
 
   Communications 
 
   Tel. +358 (0) 10 448 4900 
 
   Email: press.services@nokia.com 
 
   Katja Antila, Head of Media Relations 
 
 
 
 
 
 
 
 

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