Resolutions of Nokia Corporation’s Annual General Meeting and Board of Directors

Nokia Corporation
Stock Exchange Release
5 April 2022 at 17:15 EEST

Resolutions of Nokia Corporation’s Annual General Meeting and Board of Directors

Espoo, Finland – The Annual General Meeting (AGM) of Nokia Corporation took place at the Company’s headquarters in Espoo on 5 April 2022 under special arrangements due to the COVID-19 pandemic. Approximately 59 300 shareholders representing approximately 3 063 million shares and votes were represented at the meeting. The AGM supported all proposals submitted to it by the Board of Directors (the Board). The AGM adopted the Company’s financial statements, discharged the members of the Board and the President and Chief Executive Officer from liability for the financial year 2021 and supported the Company’s Remuneration Report in an advisory vote. In addition, the AGM adopted the following resolutions:

Authorization to decide on the distribution of dividend and assets from the invested unrestricted equity fund

The AGM decided that no dividend is distributed by a resolution of the Annual General Meeting and authorized the Board of Directors to resolve in its discretion on the distribution of an aggregate maximum of EUR 0.08 per share as dividend from the retained earnings and/or as assets from the invested unrestricted equity fund (equity repayment).

The authorization is valid until the opening of the next Annual General Meeting and it can be used to distribute assets in four installments during the validity of the authorization, unless the Board decides otherwise for a justified reason. The Board will make separate resolutions on the amount and timing of each such asset distribution with preliminary record and payment dates as set out below. The Company announces each such Board resolution separately confirming the relevant record and payment dates.

The dividend and/or equity repayment based on the resolution of the Board of Directors will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the dividend and/or equity repayment.

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Composition of the Board of Directors, Board committees and Board remuneration

The AGM resolved to elect ten members to the Board. The following seven members of the Board were re-elected for the term ending at the close of the next Annual General Meeting: Sari Baldauf, Bruce Brown, Thomas Dannenfeldt, Jeanette Horan, Edward Kozel, Søren Skou and Carla Smits-Nusteling. In addition, the AGM resolved to elect Lisa Hook, Thomas Saueressig and Kai Öistämö as new members of the Board of Directors for the same term of office.The qualifications and career experience of the elected Board members are available on the Company’s website at 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 Sari Baldauf as Chair of the Board, and Søren Skou 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 Thomas Dannenfeldt, Lisa Hook, Jeanette Horan and Edward Kozel as members of the Audit Committee. Bruce Brown was elected as Chair and Sari Baldauf, Thomas Dannenfeldt and Søren Skou as members of the Personnel Committee. Kai Öistämö was elected as Chair and Sari Baldauf, Bruce Brown and Carla Smits-Nusteling as members of the Corporate Governance and Nomination Committee. Edward Kozel was elected as Chair and Bruce Brown, Jeanette Horan, Thomas Saueressig and Kai Öistämö as members of the Technology Committee.

The AGM resolved that the annual fees to be paid to the members of the Board for the term ending at the close of the next Annual General Meeting are as follows:

• EUR 440 000 for the Chair of the Board;
• EUR 195 000 for the Vice Chair of the Board;
• EUR 170 000 for each member of the Board;
• EUR 30 000 each for the Chairs of the Audit Committee and Personnel Committee and EUR 20 000 for the Chair of the Technology Committee as an additional annual fee; and
• EUR 15 000 for each member of the Audit Committee and Personnel Committee and EUR 10 000 for each member of the Technology Committee as an additional annual fee.

No additional annual fees are paid to the Chair of the Board for service in any of the Board Committees.

The AGM resolved that approximately 40% of the annual fee 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 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. The meeting fees, travel expenses and other expenses directly related to Board and Board Committee work will be paid in cash.

Auditor

The AGM re-elected Deloitte Oy as the auditor for Nokia for the financial year 2023. In addition, the AGM resolved that the auditor elected for 2023 be reimbursed based on the invoice of the auditor and in compliance with the purchase policy approved by the Audit Committee.

Authorizations to resolve on the repurchase of the Company’s own shares and on the issuance of shares and special rights entitling to shares

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 4 October 2023 and it terminated the corresponding repurchase authorization granted by the Annual General Meeting on 8 April 2021 to the extent that the Board has not previously resolved to repurchase shares based on the respective authorization.

The AGM 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 4 October 2023 and it terminated the corresponding authorization granted by the Annual General Meeting on 8 April 2021.

Speeches and minutes of the Annual General Meeting

The speeches by the Chair of the Board, Sari Baldauf, and the President and CEO, Pekka Lundmark, will be available on the Company’s website www.nokia.com/agm later today. The minutes of the AGM will be available on the same website latest on 19 April 2022.

About Nokia
At Nokia, we create technology that helps the world act together.

As a trusted partner for critical networks, we are committed to innovation and technology leadership across mobile, fixed and cloud networks. We create value with intellectual property and long-term research, led by the award-winning Nokia Bell Labs.

Adhering to the highest standards of integrity and security, we help build the capabilities needed for a more productive, sustainable and inclusive world.

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