Stock Exchange Release
Proposals by the Board of Directors to
Authorization of the Board of Directors to decide on the distribution of dividend and assets from the reserve for invested unrestricted equity
The Board of Directors proposes to the Annual General Meeting to be authorized to decide in its discretion on the distribution of an aggregate maximum of
The authorization will be used to distribute dividend and/or assets from the reserve for invested unrestricted equity in four installments during the period of validity of the authorization unless the Board of Directors decides otherwise for a justified reason. The proposed total authorization for asset distribution is in line with the Company’s dividend policy. The authorization would be valid until the opening of the next Annual General Meeting.
The Board would make separate resolutions on the amount and timing of each distribution of the dividend and/or assets from the reserve for invested unrestricted equity so that the preliminary record and payment dates will be as set out below. The Company shall make a separate announcement of each such Board resolution.
Preliminary record date | Preliminary payment date |
Each installment based on the resolution of the Board of Directors will be paid to a shareholder registered in the Company’s shareholders’ register maintained by
Board composition and remuneration
On the recommendation of the
Resumes of the Board candidates are presented in the Board’s proposal available as of today at www.nokia.com/agm.
On the recommendation of the
EUR 440 000 for the Chair of the Board;EUR 210 000 for the Vice Chair of the Board;EUR 185 000 for each member of the Board;EUR 30 000 each for the Chairs of the Audit Committee and the Personnel Committee andEUR 20 000 for the Chair of the Technology Committee as an additional annual fee; andEUR 15 000 for each member of theAudit Committee andPersonnel Committee andEUR 10 000 for each member of the Technology Committee as an additional annual fee.
The Board has resolved to establish a Strategy Committee to support the management in terms of the strategy work and to act as a preparatory body for the Board. Consequently, on the recommendation of the
In line with Nokia’s Corporate Governance Guidelines, the Board proposes that approximately 40% of the annual fee be paid in
In addition, the Board proposes that the meeting fees for Board and Committee meetings remain at their current level. The meeting fees are based on travel required between the Board member’s home location and the location of a meeting and paid for a maximum of seven meetings per term as follows:
EUR 5 000 per meeting requiring intercontinental travel; andEUR 2 000 per meeting requiring continental travel.
Only one meeting fee is paid if the travel entitling to the fee includes several meetings of the Board and the Committees. Moreover, it is proposed that members of the Board shall be compensated for travel and accommodation expenses as well as other costs directly related to Board and Committee work. The meeting fees, travel expenses and other expenses would be paid in cash.
Auditor election and remuneration
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that
It is also proposed that the elected auditor for the financial year 2025 be reimbursed based on the invoice of the auditor and in compliance with the purchase policy approved by the Audit Committee.
Sustainability reporting assurer election and remuneration
Therefore, on the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that
The Board of Directors proposes to the Annual General Meeting that the assurer of the sustainability reporting elected for each financial year 2024 and 2025 be reimbursed based on the invoice and in compliance with the purchase policy approved by the Audit Committee.
Authorization to the Board to issue shares and repurchase Company’s shares
The Board proposes that the Annual General Meeting authorize the Board to resolve to issue in total a maximum of 530 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. 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. It is proposed that the authorization be effective until
The Board also proposes that the Board be authorized to resolve to repurchase a maximum of 530 million shares. The repurchases would reduce distributable funds of the Company. The shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). Shares may be repurchased to be cancelled, held to be reissued, transferred further or for other purposes resolved by the Board. It is proposed that the authorization be effective until
530 million shares correspond to less than 10 percent of the Company’s total number of shares. The Board shall resolve on all other matters related to the issuance or repurchase of
Amendment of the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Articles of
Other matters to be addressed by the Annual General Meeting
Furthermore, the Annual General Meeting would address adopting the Company’s financial statements for the financial year 2023, discharging the members of the Board of Directors and the President and Chief Executive Officer from liability for the financial year 2023, adopting the updated Remuneration Policy for the Company’s governing bodies and adopting the Remuneration Report 2023.
The Remuneration Report for 2023 and the “Nokia in 2023” 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 published and available at www.nokia.com/agm in week 9 of 2024. The updated Remuneration Policy is expected to be published and available at www.nokia.com/agm in week 6 of 2024. The Remuneration Policy and the Remuneration Report for 2023 will also be published by a stock exchange release.
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