Dividend of EUR 0.40 per share; Board and Commi...
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Nokia Corporation
Stock Exchange Release
April 23, 2009 at 18.45 (CET+1)
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
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NOKIA
P.O. Box 226<br>FIN-00045 NOKIA GROUP Espoo
WKN: 870737;
ISIN: FI0009000681; Index: DJ STOXX Large 200, DJ STOXX 50;
Listed: Nordic list (Large Cap) in THE HELSINKI STOCK EXCHANGE;