Resolutions of the Nokia Annual General Meeting 2019

The Annual General Meeting (AGM) of Nokia Corporation was held on May 21, 2019. The AGM approved all the proposals of the Board of Directors (Board) to the AGM. The AGM adopted the company’s financial statements and discharged the members of the Board of Directors and the President and Chief Executive Officer from liability for the financial year 2018. In addition, the AGM adopted the following resolutions:

Distribution of funds

The AGM decided that no dividend is distributed by a resolution of the AGM and authorized the Board of Directors to resolve on the distribution of an aggregate maximum of EUR 0.20 per share as dividend from the retained earnings and/or as repayment of capital from the fund for invested unrestricted equity.

The authorization is valid until the opening of the next Annual General Meeting and it can be used to distribute funds in four instalments during the validity of the authorization, unless the Board decides otherwise for a justified reason. The Board makes separate resolutions on the amount and timing of each distribution with preliminary record and payment dates stated below. The Company announces each Board resolution separately and confirms the relevant record and payment dates in such announcements.

 Each instalment will be paid to the shareholders that are registered in the Company’s Register of Shareholders maintained by Euroclear Finland Oy on the record date of the relevant instalment.

In an assembly meeting that took place after the AGM the Board resolved under the authorization by the Annual General Meeting to distribute a dividend of EUR 0.05 per share from the retained earnings. The dividend record date is on May 23, 2019 and the dividend is expected to be paid on or about June 6, 2019. The actual dividend pay date outside Finland will be determined by the practices of the intermediary banks transferring the dividend payments. Following this announced distribution, the remaining distribution authorization of the Board is EUR 0.15 per share.

Members of the Board of Directors and Board Committees elected

The AGM resolved to elect ten members to the Board. The following members of the Board were re-elected for a term ending at the close of the next Annual General Meeting: Sari Baldauf, Bruce Brown, Jeanette Horan, Edward Kozel, Elizabeth Nelson, Olivier Piou, Risto Siilasmaa, Carla Smits-Nusteling and Kari Stadigh. In addition, Søren Skou was elected as a new member of the Board for the same term. The qualifications and career experience of the elected Board members are available at http://www.nokia.com/en_int/investors/corporate-governance/board-of-directors/meet-the-board.

In an assembly meeting that took place after the AGM, the Board elected Risto Siilasmaa as Chair of the Board, and Sari Baldauf as Vice Chair of the Board. The Board also elected the members of the four Board committees. Carla Smits-Nusteling was elected as Chair and Jeanette Horan, Edward Kozel, Elizabeth Nelson and Olivier Piou as members of the Audit Committee. Bruce Brown was elected as Chair and Sari Baldauf, Elizabeth Nelson, Søren Skou and Kari Stadigh as members of the Personnel Committee. Risto Siilasmaa was elected as Chair and Sari Baldauf, Bruce Brown, Carla Smits-Nusteling and Kari Stadigh as members of the Corporate Governance and Nomination Committee. Edward Kozel was elected as Chair and Bruce Brown, Jeanette Horan, Olivier Piou and Risto Siilasmaa as members of the Technology Committee.

The AGM resolved the following annual fees to be paid to the members of the Board for the term ending at the Annual General Meeting in 2020: 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, the AGM resolved that the Chairs of the Audit Committee and the Personnel Committee will each be paid 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 AGM also resolved to pay a meeting fee of EUR 5 000 per meeting requiring intercontinental travel and EUR 2 000 per meeting requiring continental travel for Board and Committee meetings to all the other Board members except the Chair of the Board. The meeting fee would be paid for a maximum of seven meetings per term. The AGM resolved that the 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.

In addition, the AGM resolved, in line with Company’s Corporate Governance Guidelines, that approximately 40% of the annual remuneration will be paid in Nokia shares purchased from the market, or alternatively by using treasury shares held by the Company. The members of the Board shall retain until the end of their directorship such number of shares that corresponds to the number of shares they have received as Board remuneration during their first three years of service in the Board. The meeting fee and costs directly related to Board and Committee work will be paid in cash.

Auditor

The AGM elected PricewaterhouseCoopers Oy as the auditor for Nokia for the fiscal year 2019 and Deloitte Oy as the auditor for Nokia for the fiscal year 2020. In addition, the AGM resolved that the auditor elected for 2019 and for 2020 be reimbursed based on the invoice of the auditor and in compliance with the purchase policy approved by the Audit Committee.

Other resolutions of the Annual General Meeting

The AGM authorized the Board to resolve to repurchase a maximum of 550 million Nokia shares. Shares may be repurchased to be cancelled, held to be reissued, transferred further or for other purposes resolved by the Board.  The shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase). The authorization is effective until November 21, 2020 and it terminated the corresponding repurchase authorization granted by the Annual General Meeting on May 30, 2018.

The AGM also resolved to authorize the Board to issue a maximum of 550 million shares through issuance of shares or special rights entitling to shares in one or more issues. The authorization may be used to develop the Company’s capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the Company’s equity-based incentive plans, or for other purposes resolved by the Board. Under the authorization, the Board may issue new shares or shares held by the Company. The authorization includes the right for the Board to resolve on all the terms and conditions of the issuance of shares and special rights entitling to shares, including issuance of shares or special rights in deviation from the shareholders’ pre-emptive rights within the limits set by law. The authorization is effective until November 21, 2020 and it terminated the corresponding authorization granted by the Annual General Meeting on May 30, 2018. The authorization did not terminate 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.