Annual General Meeting 2020
The Annual General Meeting (AGM) of Nokia Corporation will 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 and coffee reception will commence at 12:30 p.m.
Messukeskus is accessible by tram (lines 7 and 9), by buses to Pasila railway station and by all local and long-distance trains that stop at the Pasila railway station. Those arriving by car can park at the Messukeskus parking facilities at their own expense.
Attending the Annual General Meeting
In order to attend and have the right to vote at the Meeting, a shareholder must be registered in the Register of Shareholders of Nokia on Friday, March 27, 2020 and give prior notice of attendance to Nokia by 4:00 p.m. (Finnish time) on Wednesday, April 1, 2020.
A shareholder, whose shares are registered on his/her Finnish book-entry account, is automatically registered in the Register of Shareholders of the Company. Nominee-registered shareholders i.e., shareholders who are holding their shares under the name of a broker, custodian bank or other nominee (“Custodian”), need to be temporarily registered in Nokia’s Register of Shareholders. Please contact your Custodian for further instructions regarding registration, participation, proxies and voting well before April 1, 2020. Nominee-registered shareholders can only register through the Custodian, not through the Company.
国产亚洲精品俞拍视频The shareholders, their representatives and possible assistants are required to prove their identity at the entrance.
The Meeting will be conducted primarily in Finnish and simultaneous interpretation will be available into English and Swedish, and as necessary, into Finnish.
Shareholders registered in Finland
Register and vote in advance through this link by 4:00 p.m. (Finnish time) on April 1, 2020 (Available only for shareholders who have a Finnish book-entry account).
国产亚洲精品俞拍视频In order to attend the Meeting a shareholder with a Finnish book-entry account must give prior notice of attendance either
a)国产亚洲精品俞拍视频 through the
b) by telephone to +358 20 770 6870 from Monday to Friday at 9:00 a.m. – 4:00 p.m. (Finnish time); or
c)国产亚洲精品俞拍视频 by letter to the Register of Shareholders, Nokia Corporation, P.O. Box 226, FI-00045 NOKIA GROUP, Finland.
The notice of attendance needs to be received by Nokia Corporation no later than 4:00 p.m. (Finnish time) on Wednesday, April 1, 2020.
国产亚洲精品俞拍视频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. The personal data given to Nokia Corporation is used only in connection with the Annual General Meeting and for processing related registrations.
Advance voting service
国产亚洲精品俞拍视频A shareholder who has a Finnish book-entry account may vote in advance on certain items on the agenda through the until 4:00 p.m. (Finnish time) on April 1, 2020. The Finnish book-entry account number of the shareholder is needed for identification.
Please note that a shareholder voting in advance may use his/her right under the Finnish Limited Liability Companies Act to ask questions or request a vote at the Annual General Meeting only by attending the Meeting in person or by way of proxy representation. It is not possible to make a counterproposal when voting in advance.
Changes to the votes cast in advance may be made through the Company’s website until 4:00 p.m. (Finnish time) on Wednesday, April 1, 2020.
Proxy representatives and powers of attorney
国产亚洲精品俞拍视频If a private individual shareholder gives prior notice of attendance by using the internet service and wishes to authorize a representative to attend the Meeting in person on his/her behalf, the proxy can be given by using the internet service. When providing a proxy online, the internet service requires identification by giving a personal Finnish book-entry account number. Also, the proxy holder’s name and identity number are required.
国产亚洲精品俞拍视频When giving a prior notice of attendance by telephone or by letter the proxies must arrive at the Register of Shareholders, Nokia Corporation, P.O. Box 226, FI-00045 NOKIA GROUP, Finland by 4:00 p.m. (Finnish time) on Wednesday, April 1, 2020 at the latest.
Holders of nominee-registered shares and American Depositary Receipts
Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the 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 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 general meeting.
国产亚洲精品俞拍视频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.
Holders of American Depositary Receipts (ADR)
国产亚洲精品俞拍视频Citibank, N.A. (“Citibank”), as the Depositary Bank of Nokia, handles all the arrangements required for holders of American Depositary Receipts (“ADR Holders”) to vote at Nokia’s Annual General Meeting 2020. ADR Holders must comply with the instructions given by Citibank.
国产亚洲精品俞拍视频Citibank sends the proxy material on the week of March 9, 2020 to all the registered ADR holders. Those ADR holders, who hold their ADRs through a bank, broker or custodian, will receive the proxy material through their own bank, broker or custodian.
You may find the Depositary's Notice of the Meeting here.
Registered ADR holders are required to have provided instructions to Citibank by March 25, 2020 at 5:00 pm (New York time) in order to vote with their ADRs and temporarily record them on the Register of Shareholders of Nokia Corporation as of the Finnish record date of March 27, 2020. Those ADR holders who hold their ADRs through a bank, broker or custodian should follow the voting instructions and dates listed in their proxy materials.
ADR holders who are record holders of ADRs as of the close of business on Thursday, March 26, 2020 are entitled to vote at Nokia’s Annual General Meeting 2020.
If you are a registered ADR holder and have not received the proxy material, you should contact Citibank. If your ADRs are held through a bank, broker or custodian, please contact your bank, broker or custodian directly.
国产亚洲精品俞拍视频You may receive all future distributions of shareholder material to ADR holders also electronically. More information of the electronic delivery can be found in the proxy material.
Citibank’s contact information
国产亚洲精品俞拍视频You may contact Citibank at 1-877-NOKIA-ADR (+1 877 665 4223). Additional information is also available through www.citi.com/dr.
Proxies given to another representative than the Custodian
国产亚洲精品俞拍视频If you wish to attend the Meeting represented by someone else than your Custodian, a written power of attorney and a notice to attend the Meeting must arrive at the Register of Shareholders, Nokia Corporation, P.O. Box 226, FI-00045 NOKIA GROUP, Finland no later than on Wednesday, April 1, 2020 at 4:00 p.m. (Finnish time).
Please note that also in these cases the shareholder needs to be temporarily registered to the Register of Shareholders. Please instruct your Custodian accordingly.
国产亚洲精品俞拍视频March 27, 2020
Registration and advance voting ends
国产亚洲精品俞拍视频April 1, 2020 at 4:00 p.m. Finnish time
国产亚洲精品俞拍视频Applicable if your shares are registered on a Finnish book-entry account. Otherwise please contact your own custodian for further information and instructions.
Temporary shareholders’ register available*
国产亚洲精品俞拍视频April 6, 2020, at the latest
Annual General Meeting date
国产亚洲精品俞拍视频April 8, 2020
Minutes of the meeting available on the company’s website
April 22, 2020
*The temporary Register of Shareholders of Nokia Corporation, as per March 27, 2020, is available at Euroclear Finland Ltd., Urho Kekkosen katu 5 C, Helsinki, Finland on April 6, 2020 at the latest, and at the meeting venue.
Questions and answers
What is the Board of Directors’ dividend proposal to the Annual General Meeting?
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.
What does discharging of the Chair, the members of the Board of Directors and the President and CEO from liability mean?
This is one of the standard matters voted on at Nokia’s shareholders’ meetings, which according to mandatory provisions of Finnish law must be discussed and resolved at each Annual General Meeting for the preceding financial year. In principle, the resolution provides a release from liability towards the Company for the Chair and the members of the Board and the President for matters occurred during the financial year 2019. This release from liability will only cover matters that are within the knowledge of Nokia and the shareholders when the resolution is adopted.
What is the remuneration policy?
The remuneration policy (Policy) sets out principles for remuneration of the Board of Directors and the President and CEO and shall be presented to the AGM at least every four years. Under Finnish law the resolution of the AGM on the Policy is advisory, but the remuneration of the Board members and the President and CEO shall be based on the Policy presented to the AGM. However, under Finnish law and Nokia’s Articles of Association the shareholders continue to resolve annually on the remuneration of the members of the Board of Directors. The Remuneration Policy shall not restrict the shareholders’ ability to resolve on Board members’ remuneration annually.
Our Policy to be presented to the AGM will be available on this website later this week.
国产亚洲精品俞拍视频The remuneration policy does not change the principle that the appointing body resolves on remuneration. The AGM resolves on the election and remuneration of the members of the Board of Directors. The Board of Directors appoints the President and CEO and resolves on his remuneration, which from 2020 onwards shall be based on the Policy presented to the AGM.
Why is there no remuneration report to be addressed in this AGM?
国产亚洲精品俞拍视频The first remuneration report will be presented to the AGM 2021
How does the proposal on the remuneration to the members of the Board of Directors compare to remuneration paid in previous years?
According to the proposal the annual fee payable to the Board members elected at the meeting would remain at current level.
Are there changes proposed to the Board composition?
国产亚洲精品俞拍视频The number of Board members is proposed be nine (9) instead of the current ten (10). Risto Siilasmaa and Olivier Piou have informed that they will no longer be available to serve on the Nokia Board of Directors after the AGM. Additionally, it is proposed that Thomas Dannenfeldt, former Chief Financial Officer of Deutsche Telekom, be elected as a new member of the Board and that the following current Nokia Board members be re-elected for a term ending at the next AGM: Sari Baldauf, Bruce Brown, Jeanette Horan, Edward Kozel, Elizabeth Nelson, Søren Skou, Carla Smits-Nusteling and Kari Stadigh.
The Corporate Governance and Nomination Committee will also propose in the assembly meeting of the new Board of Directors after the AGM on April 8, 2020 that Sari Baldauf be elected as Chair of the Board and Kari Stadigh as Vice Chair of the Board, subject to their election to the Board of Directors.
Why does the Board propose to elect the auditor already for the financial year 2021?
Nokia organized an audit firm selection procedure in accordance with the EU Audit Regulation concerning the audit for the financial year 2020 (mandatory auditor rotation) before the AGM 2019. As a consequence of the audit firm selection procedure and on the recommendation of the Board’s Audit Committee Deloitte Oy was elected as the auditor of the Company for the financial year 2020 already in the AGM 2019. Simultaneously the Board of Directors informed that it intends in forthcoming AGMs to continue to make a proposal for the election of the auditor in the same sequence, whereby each AGM would elect the auditor for the financial year commencing next after the election.
What does the proposal regarding auditor remuneration mean?
According to Nokia’s Articles of Association, the Annual General Meeting resolves on the remuneration to be paid to the Company’s auditor.
Information on the fees paid to the Company’s auditor during the previous financial years broken down by audit and non-audit fees will be available in Nokia’s annual accounts for 2019.
Why does the Board propose an authorization to repurchase own shares?
国产亚洲精品俞拍视频As a Finnish company Nokia may not, pursuant to mandatory provisions of Finnish law, repurchase Nokia shares without the shareholders' approval, or the shareholders’ authorization to the Board for these actions.
Information on repurchase of own shares is available on Nokia’s website through this link Share Repurchase FAQ for investors.
What is the Board’s recommendation on the shareholder’s proposal under AGM agenda item 18?
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. Further information available in the Notice of the AGM.