Nokia Corporation
Stock Exchange Release
April 23, 2009 at 18.45 (CET+1)
Dividend of EUR 0.40 per share; Board and Committee members elected
Dividend
Espoo, Finland -The Annual General Meeting of Nokia Corporation held on April
23, 2009 (AGM) resolved to distribute a dividend of EUR 0.40 per share for 2008.
The dividend ex-date is April 24, 2009 and the record date April 28, 2009. The
dividend will be paid on or around May 13, 2009.
Board and Committee members
The AGM resolved to elect eleven members to the Board. The following members of
the Nokia Board were re-elected for a term until the close of the Annual General
Meeting in 2010: Georg Ehrnrooth, Lalita D. Gupte, Dr. Bengt Holmström, Dr.
Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila, Dame
Marjorie Scardino, Risto Siilasmaa and Keijo Suila. Isabel Marey-Semper was
elected as a new member to the Nokia Board of Directors for the same term.
In its assembly meeting, the Board of Directors elected Jorma Ollila as Chairman
of the Board, and Dame Marjorie Scardino as Vice Chairman of the Board.
The Board of Directors also elected the members of the Board Committees. Per
Karlsson was elected Chairman and Henning Kagermann, Marjorie Scardino and Keijo
Suila as members of the Personnel Committee. Georg Ehrnrooth was elected as
Chairman and Lalita D. Gupte, Isabel Marey-Semper and Risto Siilasmaa as members
of the Audit Committee. Marjorie Scardino was elected as Chairman and Georg
Ehrnrooth and Per Karlsson 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 of Directors for the term until the close of the Annual General Meeting in
2010: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman and EUR
130 000 for each member. In addition, the AGM resolved that the chairmen of the
Audit Committee and the Personnel Committee will each be paid an additional
annual fee of EUR 25 000, and other members of the Audit Committee an additional
annual fee of EUR 10 000 each. The AGM also resolved, in line with the past
practice, that approximately 40% of the remuneration will be paid in Nokia
shares purchased from the market.
Other resolutions of the Annual General Meeting
The AGM re-elected PricewaterhouseCoopers Oy as the external auditor for Nokia
for the fiscal period 2009.
The AGM authorized the Board of Directors to resolve to repurchase a maximum of
360 million Nokia shares. The authorization is effective until June 30, 2010.
The shares will be repurchased in public trading for purposes identified in the
authorization by the AGM at a price based on the market price of the Nokia
share. Repurchases may also be carried out by entering into derivative, share
lending or other arrangements, in which case the repurchase price paid by the
Company may differ from the market price of the execution date of the
arrangement. The object of the repurchase authorization is to maintain
flexibility, but the Board has no current plans for repurchases during 2009.
It should be noted that certain statements herein which are not historical
facts, including, without limitation, those regarding: A) the timing of product,
services and solution deliveries; B) our ability to develop, implement and
commercialize new products, services, solutions and technologies; C) our ability
to develop and grow our consumer Internet services business; D) expectations
regarding market developments and structural changes; E) expectations regarding
our mobile device volumes, market share, prices and margins; F) expectations and
targets for our results of operations; G) the outcome of pending and threatened
litigation; H) expectations regarding the successful completion of contemplated
acquisitions on a timely basis and our ability to achieve the set targets upon
the completion of such acquisitions; and I) statements preceded by "believe,"
"expect," "anticipate," "foresee," "target," "estimate," "designed," "plans,"
"will" or similar expressions are forward-looking statements. 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) the deteriorating global economic conditions and related
financial crisis and their impact on us, our customers and end-users of our
products, services and solutions, our suppliers and collaborative partners; 2)
the development of the mobile and fixed communications industry, as well as the
growth and profitability of the new market segments that we target and our
ability to successfully develop or acquire and market products, services and
solutions in those segments; 3) the intensity of competition in the mobile and
fixed communications industry and our ability to maintain or improve our market
position or respond successfully to changes in the competitive landscape; 4)
competitiveness of our product, services and solutions portfolio; 5) our ability
to successfully manage costs; 6) exchange rate fluctuations, including, in
particular, fluctuations between the euro, which is our reporting currency, and
the US dollar, the Japanese yen, the Chinese yuan and the UK pound sterling, as
well as certain other currencies; 7) the success, financial condition and
performance of our suppliers, collaboration partners and customers; 8) our
ability to source sufficient amounts of fully functional components,
sub-assemblies, software and content without interruption and at acceptable
prices; 9) the impact of changes in technology and our ability to develop or
otherwise acquire and timely and successfully commercialize complex technologies
as required by the market; 10) the occurrence of any actual or even alleged
defects or other quality, safety or security issues in our products, services
and solutions; 11) the impact of changes in government policies, trade policies,
laws or regulations or political turmoil in countries where we do business; 12)
our success in collaboration arrangements with others relating to development of
technologies or new products, services and solutions; 13) our ability to manage
efficiently our manufacturing and logistics, as well as to ensure the quality,
safety, security and timely delivery of our products, services and solutions;
14) inventory management risks resulting from shifts in market demand; 15) our
ability to protect the complex 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, services and solutions; 16) our
ability to protect numerous Nokia, NAVTEQ and Nokia Siemens Networks patented,
standardized or proprietary technologies from third-party infringement or
actions to invalidate the intellectual property rights of these technologies;
17) any disruption to information technology systems and networks that our
operations rely on; 18) developments under large, multi-year contracts or in
relation to major customers; 19) the management of our customer financing
exposure; 20) our ability to retain, motivate, develop and recruit appropriately
skilled employees; 21) whether, as a result of investigations into alleged
violations of law by some former employees of Siemens AG ("Siemens"), government
authorities or others take further actions against Siemens and/or its employees
that may involve and affect the carrier-related assets and employees transferred
by Siemens to Nokia Siemens Networks, or there may be undetected additional
violations that may have occurred prior to the transfer, or violations that may
have occurred after the transfer, of such assets and employees that could result
in additional actions by government authorities; 22) any impairment of Nokia
Siemens Networks customer relationships resulting from the ongoing government
investigations involving the Siemens carrier-related operations transferred to
Nokia Siemens Networks; 23) unfavorable outcome of litigations; 24) allegations
of possible health risks from electromagnetic fields generated by base stations
and mobile devices and lawsuits related to them, regardless of merit; as well as
the risk factors specified on pages 11-28 of Nokia's annual report on Form 20-F
for the year ended December 31, 2008 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 34289
Investor Relations US
Tel. +1 914 368 0555
www.nokia.com