Notice of the Annual General Meeting of Nokia Corporation Nokia Corporation
Stock Exchange Release
3 March 2022 at 14:00 EET
Notice of the Annual General Meeting of Nokia Corporation
Espoo, Finland - Notice is given to the shareholders of Nokia Corporation (the Company) of the Annual General Meeting to be held on Tuesday, 5 April 2022 at 15:00 EEST in the Company's headquarters at Karakaari 7, Espoo, Finland. Participation and exercise of shareholder rights in the Meeting is possible only by voting in advance and by submitting counterproposals and asking questions in advance in accordance with the instructions given in section C of this notice and otherwise by the Company. It is not possible for the shareholders or their proxy representatives to participate in the Meeting at the meeting venue.
The Board of Directors of the Company has resolved on extraordinary measures pursuant to the temporary legislative act (375/2021) which entered into force on 8 May 2021. In order to restrict the spread of the COVID-19 pandemic, the Annual General Meeting will be held without shareholders' and their proxy representatives' presence at the Meeting venue. This is necessary in order to organize the Meeting in a predictable way allowing equal means for shareholders to participate while also ensuring the health and safety of the shareholders, employees and other stakeholders of the Company.
It is possible to follow the Annual General Meeting through a webcast. Instructions regarding the webcast will be available on the Company's website www.nokia.com/agm. It is not possible to ask questions, make counterproposals or vote through the webcast, and following the webcast is not considered as participation or exercise of shareholder rights in the Meeting.
After the Annual General Meeting on 5 April 2022 at 16:00 EEST the webcast will continue with a live Q&A event where the shareholders have the opportunity to present questions to the Companys management on subjects related to the Annual General Meeting. The Q&A event is not part of the Annual General Meeting and questions presented at the Q&A event are not deemed to be made at the Annual General Meeting. Questions presented to the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act are therefore required to be asked in advance in accordance with the instructions given in section C of this notice. Instructions regarding the webcast for the Q&A event will be available on the Company's website www.nokia.com/agm.
A. Matters on the agenda of the Annual General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the Meeting
2. Matters of order for the Meeting
The Chair of the Meeting will be Seppo Kym l inen, attorney-at-law.
In case Seppo Kym l inen would not be able to act as the Chair of the Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair of the Meeting.
3. Election of a person to confirm the minutes and a person to verify the counting of votes
The person to confirm the minutes and to verify the counting of votes will be Marjo Westerg rd, the Company's Senior Legal Counsel.
In case Marjo Westerg rd would not be able to act as the person to confirm the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
4. Recording the legal convening of the Meeting and quorum
5. Recording the attendance at the Meeting and adoption of the list of votes
The shareholders who have voted in advance and who have the right to participate in the Meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Companies Act will be recorded to have attended the Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Presentation of the Annual Accounts, the review by the Board of Directors and the auditor's report for the financial year 2021
As participation in the Meeting is possible only in advance, the Nokia in 2021 annual report, which includes the Company's Annual Accounts, the review by the Board of Directors and the auditor's report is deemed to have been presented to the Meeting once it is published in week 9 of 2022, after which it is available on the Company's website www.nokia.com/agm.
7. Adoption of the Annual Accounts
The Board of Directors proposes that the Annual General Meeting adopt the Annual Accounts.
8. Resolution on the use of the profit shown on the balance sheet and authorization of the Board of Directors to decide on the distribution of dividend and assets from the invested unrestricted equity fund
The distributable funds on the balance sheet of the Company as at 31 December 2021 were EUR 17 282 854 713.47, of which the profit for the financial year 2021 was EUR 482 256 270.12.
The Board of Directors proposes to the Annual General Meeting that based on the balance sheet to be adopted for the financial year ended on 31 December 2021, no dividend is distributed by a resolution of the Annual General Meeting. Instead, the Board proposes to be authorized to decide on the distribution of an aggregate maximum of EUR 0.08 per share as dividend and/or as assets from the invested unrestricted equity fund.
The authorization will be used to distribute dividend and/or equity repayment in four installments during the period of validity of the authorization unless the Board of Directors decides otherwise for a justified reason. The authorization would be valid until the opening of the next Annual General Meeting. The Board would make separate resolutions on the amount and timing of each distribution of the dividend and/or equity repayment so that the preliminary record and payment dates for the dividend
