Corporate Governance and Nomination Committee's proposals for Board composition and remuneration
Nokia Corporation
Stock Exchange Release
January 22, 2009 at 13.15 (CET +1)
Espoo, Finland - Nokia announced today that Nokia Board of Directors has resolved to convene the Annual General Meeting on April 23, 2009 and that the Board and its Committees will submit the below proposals to the Annual General Meeting.
- Proposal to pay a dividend of EUR 0.40 per share
- Isabel Marey-Semper, CFO, EVP responsible for Strategy at PSA Peugeot Citroën, proposed as new member of the Board
- Board remuneration proposed to stay the same as in 2008
- Proposal to authorize the Board to repurchase shares to maintain flexibility but with no current plans to repurchase shares in 2009
- External auditor proposed to be re-elected
Proposal to pay a dividend
Nokia's Board of Directors will propose to the Annual General Meeting on April 23, 2009 that a dividend of EUR 0.40 per share be paid from the fiscal year 2008. The dividend ex-date would be April 24, 2009, the record date April 28, 2009 and the pay date on or about May 13, 2009. The actual dividend pay date outside Finland will be determined by the practices of the intermediary banks transferring the dividend payments.
Proposals on Board composition and remuneration
The Board's Corporate Governance and Nomination Committee will propose to the Annual General Meeting on April 23, 2009 that the number of Board members be eleven and that all current Board members be re-elected as members of the Nokia Board of Directors for a term until the close of the Annual General Meeting in 2010: Georg Ehrnrooth, Lalita D. Gupte, Bengt Holmström, Henning Kagermann, Olli-Pekka Kallasvuo, Per Karlsson, Jorma Ollila, Marjorie Scardino, Risto Siilasmaa and Keijo Suila.
In addition, the Committee will propose that Isabel Marey-Semper be elected as a new member of the Nokia Board for the same term, ie as from the Annual General Meeting in 2009 until the close of the Annual General Meeting in 2010. Ms. Marey-Semper is Chief Financial Officer, EVP responsible for Strategy at PSA Peugeot Citroën. With PhD in neuro-pharmacology and MBA as educational background, she has a diverse working experience, including Chief Operating Officer of the Intellectual Property and Licensing Business Unit of Thomson and Vice President, Corporate Planning at Saint-Gobain.
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 April 23, 2009 for the term until the close of the Annual General Meeting in 2010 be unchanged from 2008 and be as follows: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member; 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 approximately 40% of the remuneration be paid in Nokia Corporation shares purchased from the market.
Other proposals to the Annual General Meeting 2009
The Board of Directors will propose that the Annual General Meeting authorized the Board to resolve to repurchase a maximum of 360 million Nokia shares. The proposed maximum number of shares corresponds to less than 10 per cent of all the shares of the Company. The shares may be repurchased in order to develop the capital structure of the Company. In addition, the shares may be repurchased in order to finance or carry out acquisitions or other arrangements, to settle the Company's equity-based incentive plans, to be transferred for other purposes, or to 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 market. The authorization is proposed to be effective until June 30, 2010 and it is proposed to terminate the corresponding authorization resolved by the Annual General Meeting on May 8, 2008.
The repurchase authorization is proposed to maintain flexibility, but the Board has no current plans for repurchases during 2009. The Board intends to cancel a majority of the shares held by the Company prior to the Annual General Meeting 2009.
The Board's Audit Committee will propose to the Annual General Meeting on April 23, 2009 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 complete proposals by the Board and its Committees to the Annual General Meeting on April 23, 2009 will be available on Nokia's website at www.nokia.com/agm. The proposals will be included in the notice to the Annual General Meeting which will be published later.
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