Dividend of EUR 0.20 per share will be proposed for 2011
Nokia Corporation
Stock Exchange Release
January 26, 2012 at 13.25 (CET +1)
Espoo, Finland - Nokia announced today that its Board of Directors has resolved to convene the Annual General Meeting on May 3, 2012 and that the Board and its Committees will submit the below proposals to the Annual General Meeting.
- Proposal to pay a dividend of EUR 0.20 per share
- Proposals on the Board composition and remuneration
- Proposal to authorize the Board to repurchase shares to
maintain flexibility but with no current plans to
repurchase shares in 2012
- 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 0.20 per share be paid for the fiscal year
2011. The ex-dividend date would be May 4, 2012, the record
date May 8, 2012 and the payment date on or about May 23,
2012.
Proposals on Board composition and remuneration
Nokia Board Chairman Jorma Ollila and Nokia Board members
Bengt Holmström and Per Karlsson have informed that they
will no longer be available to serve on the Nokia Board of
Directors after the Annual General Meeting. Mr Ollila
joined Nokia in 1985 and served as the President and CEO of
the company 1992-1999 and Chairman and CEO 1999-2006. He
has been Nokia Board member since 1995 and the Chairman of
the Board since 1999. Mr. Holmström has been Nokia Board
member since 1999 and Mr Karlsson has been Nokia Board
member since 2002.
The Board's Corporate Governance and Nomination Committee will propose to the Annual General Meeting that the number of Board members be eleven (11) 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 2013: Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Isabel Marey-Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh.
In addition, the Committee will propose that Bruce Brown, Chief Technology Officer, Procter & Gamble Company, Mårten Mickos, CEO of Eucalyptus Systems, Inc., and Elizabeth Nelson, Independent Corporate Advisor, be elected to Nokia Board of Directors for the same term.
Additional information about the Board member candidates will be available in the Committee proposal scheduled to be published on February 1, 2012.
The Corporate Governance and Nomination Committee will propose in the assembly meeting of the new Board of Directors after the Annual General Meeting on May 3, 2012 that Risto Siilasmaa be elected as Chairman of the Board and Dame Marjorie Scardino as Vice Chairman of the Board.
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 3, 2012 for a term ending at the Annual General Meeting in 2013 to remain at the same level than during the past four years: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member, excluding the President and CEO of Nokia if re-elected to the Nokia Board; 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 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, 2013 and
terminate the current authorization granted by the Annual
General Meeting on May 3, 2011.
The repurchase authorization is proposed to maintain flexibility, but the Board has no current plans for repurchases during 2012.
Election of external auditor
In addition, 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 notice to the Annual General Meeting and the complete proposals by the Board and its Committees to the Annual General Meeting are scheduled to be published on Nokia's website at www.nokia.com/agm on February 1, 2012.
About Nokia
Nokia is a global leader in mobile communications whose
products have become an integral part of the lives of
people around the world. Every day, more than 1.3 billion
people use their Nokia to capture and share experiences,
access information, find their way or simply to speak to
one another. Nokia's technological and design
innovations have made its brand one of the most recognized
in the world. For more information, visit http://www.nokia.com/about-nokia
FORWARD-LOOKING STATEMENTS
It should be noted that certain statements herein which are
not historical facts are forward-looking statements,
including, without limitation, those regarding: A) the
expected plans and benefits of our strategic partnership
with Microsoft to combine complementary assets and
expertise to form a global mobile ecosystem and to adopt
Windows Phone as our primary smartphone platform; B) the
timing and expected benefits of our new strategy, including
expected operational and financial benefits and targets as
well as changes in leadership and operational structure; C)
the timing of the deliveries of our products and services;
D) our ability to innovate, develop, execute and
commercialize new technologies, products and services; E)
expectations regarding market developments and structural
changes; F) expectations and targets regarding our industry
volumes, market share, prices, net sales and margins of
products and services; G) expectations and targets
regarding our operational priorities and results of
operations; H) expectations and targets regarding
collaboration and partnering arrangements; I) the outcome
of pending and threatened litigation; J) expectations
regarding the successful completion of acquisitions or
restructurings on a timely basis and our ability to achieve
the financial and operational targets set in connection
with any such acquisition or restructuring; and K)
statements preceded by "believe,"
"expect," "anticipate,"
"foresee," "target,"
"estimate," "designed,"
"plans," "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 that could
cause these differences include, but are not limited to: 1)
our ability to succeed in creating a competitive smartphone
platform for high-quality differentiated winning
smartphones or in creating new sources of revenue through
our partnership with Microsoft; 2) the expected timing of
the planned transition to Windows Phone as our primary
smartphone platform and the introduction of mobile products
based on that platform; 3) our ability to maintain the
viability of our current Symbian smartphone platform during
the transition to Windows Phone as our primary smartphone
platform; 4) our ability to realize a return on our
investment in MeeGo and next generation devices, platforms
and user experiences; 5) our ability to build a competitive
and profitable global ecosystem of sufficient scale,
attractiveness and value to all participants and to bring
winning smartphones to the market in a timely manner; 6)
our ability to produce mobile phones in a timely and cost
efficient manner with differentiated hardware, localized
services and applications; 7) our ability to increase our
speed of innovation, product development and execution to
bring new competitive smartphones and mobile phones to the
market in a timely manner; 8) our ability to retain,
motivate, develop and recruit appropriately skilled
employees; 9) our ability to implement our strategies,
particularly our new mobile product strategy; 10) the
intensity of competition in the various markets where we do
business and our ability to maintain or improve our market
position or respond successfully to changes in the
competitive environment; 11) our ability to maintain and
leverage our traditional strengths in the mobile product
market if we are unable to retain the loyalty of our mobile
operator and distributor customers and consumers as a
result of the implementation of our new strategy or other
factors; 12) our success in collaboration and partnering
arrangements with third parties, including Microsoft; 13)
the success, financial condition and performance of our
suppliers, collaboration partners and customers; 14) our
ability to source sufficient quantities of fully functional
quality components, subassemblies and software on a timely
basis without interruption and on favorable terms,
including the disruption of production and/or deliveries
from any of our suppliers as a result of adverse conditions
in the geographic areas where they are located; 15) our
ability to manage efficiently our manufacturing, service
creation, delivery and logistics without interruption; 16)
our ability to ensure the timely delivery of sufficient
volumes of products that meet our and our customers'
and consumers' requirements and manage our inventory
and timely adapt our supply to meet changing demands for
our products; 17) any actual or even alleged defects or
other quality, safety and security issues in our products;
18) any actual or alleged loss, improper disclosure or
leakage of any personal or consumer data collected or made
available to us or stored in or through our products; 19)
our ability to successfully manage costs, including our
ability to achieve targeted costs reductions and to
effectively and timely execute related restructuring
measures, including personnel reductions; 20) our ability
to effectively and smoothly implement the new operational
structure for our businesses; 21) the development of the
mobile and fixed communications industry and general
economic conditions globally and regionally; 22) exchange
rate fluctuations, including, in particular, fluctuations
between the euro, which is our reporting currency, and the
US dollar, the Japanese yen and the Chinese yuan, as well
as certain other currencies; 23) our ability to protect the
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 and services; 24) our
ability to protect numerous patented standardized or
proprietary technologies from third-party infringement or
actions to invalidate the intellectual property rights of
these technologies; 25) the impact of changes in government
policies, trade policies, laws or regulations and economic
or political turmoil in countries where our assets are
located and we do business; 26) any disruption to
information technology systems and networks that our
operations rely on; 27) unfavorable outcome of litigations;
28) allegations of possible health risks from
electromagnetic fields generated by base stations and
mobile products and lawsuits related to them, regardless of
merit; 29) our ability to achieve targeted costs reductions
and increase profitability in Nokia Siemens Networks and to
effectively and timely execute related restructuring
measures; 30) Nokia Siemens Networks' ability to
maintain or improve its market position or respond
successfully to changes in the competitive environment; 31)
Nokia Siemens Networks' liquidity and its ability to
meet its working capital requirements; 32) whether Nokia
Siemens Networks is able to successfully integrate the
acquired assets of Motorola Solutions' networks
business, retain existing customers of the acquired
business, cross-sell Nokia Siemens Networks' products
and services to customers of the acquired business and
otherwise realize the expected synergies and benefits of
the acquisition; 33) Nokia Siemens Networks' ability to
timely introduce new products, services, upgrades and
technologies; 34) Nokia Siemens Networks' success in
the telecommunications infrastructure services market and
Nokia Siemens Networks' ability to effectively and
profitably adapt its business and operations in a timely
manner to the increasingly diverse service needs of its
customers; 35) developments under large, multi-year
contracts or in relation to major customers in the networks
infrastructure and related services business; 36) the
management of our customer financing exposure, particularly
in the networks infrastructure and related services
business; 37) whether ongoing or any additional
governmental investigations into alleged violations of law
by some former employees of Siemens AG may involve and
affect the carrier-related assets and employees transferred
by Siemens AG to Nokia Siemens Networks; 38) any impairment
of Nokia Siemens Networks customer relationships resulting
from ongoing or any additional governmental investigations
involving the Siemens carrier-related operations
transferred to Nokia Siemens Networks; as well as the risk
factors specified on pages 12-39 of Nokia's annual
report Form 20-F for the year ended December 31, 2010 under
Item 3D. "Risk Factors." Other unknown or
unpredictable factors or underlying assumptions
subsequently proving to be incorrect could cause actual
results to differ materially from those in the
forward-looking statements. Nokia does 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.
Media and Investor Contacts:
Nokia
Communications
Tel. +358 7180 34900
Email: press.services@nokia.com
Investor Relations Europe
Tel. +358 7180 34927
Investor Relations US
Tel. +1 914 368 0555
www.nokia.com
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