Proposals of the Board of Directors to Nokia Corporation's Annual General Meeting 2021

Proposals of the Board of Directors to Nokia Corporation's Annual General Meeting 2021

Nokia Corporation

Stock Exchange Release

February 4, 2021 at 13:00 (CET +1)

Proposals of the Board of Directors to Nokia Corporation's Annual General Meeting 2021

Nokia Corporation's Annual General Meeting will be held on April 8, 2021 at 15:00 EET at the Company's headquarters, Karakaari 7, Espoo, Finland, under extraordinary measures pursuant to the temporary legislation, which entered into force on October 3, 2020 to prevent the spread of the Covid-19 pandemic.

Participation and exercise of shareholder rights in the Meeting will be possible only by voting in advance and by submitting counterproposals and asking questions in advance. It is not possible for the shareholders or their proxy representatives to participate at the meeting venue in person, but the event including the confirmation of the vote result as well as speeches from the Chair of the Board and the President and CEO can be followed through a web stream.

The Board submits the following proposals to the Annual General Meeting. Complete proposals are available as of today on www.nokia.com/agm. The notice of the Annual General Meeting with more detailed information on the participation and voting will be published separately at a later date on the company's website and by a stock exchange release.

Distribution of dividend for the financial year 2020

The Board of Directors proposes to the Annual General Meeting that no dividend be paid based on the balance sheet to be adopted for the financial year ended on December 31, 2020.

Board composition and remuneration

Elizabeth Nelson has informed that she will no longer be available to serve on the Nokia Board of Directors after the Annual General Meeting. Consequently, the Board proposes, on the recommendation of the Board's Corporate Governance and Nomination Committee, that the following eight current Board members be re-elected as members of the Nokia Board of Directors for a term ending at the close of the next Annual General Meeting: Sari Baldauf, Bruce Brown, Thomas Dannenfeldt, Jeanette Horan, Edward Kozel, S ren Skou, Carla Smits-Nusteling, and Kari Stadigh.

The Corporate Governance and Nomination Committee will also propose in the assembly meeting of the new Board of Directors on April 8, 2021 that Sari Baldauf be re-elected as Chair of the Board and Kari Stadigh as Vice Chair of the Board, subject to their election to the Board of Directors.

All candidates for the Board of Directors are presented on the Company's website www.nokia.com/agm.

In addition, the Board proposes on the recommendation of the Corporate Governance and Nomination Committee to introduce additional annual fees to be paid to the members of the Personnel Committee and Technology Committee in addition to the Committee Chairs.

Other remuneration payable to the Board members would remain unchanged and no additional annual fee is proposed to be paid to the members of the Corporate Governance and Nomination Committee or the Chair of the Board for her service in any of the Board Committees.

Consequently, on the recommendation of the Board's Corporate Governance and Nomination Committee, in line with the Company's Remuneration Policy presented to and supported by the Annual General Meeting 2020, the Board of Directors proposes to the Annual General Meeting that the annual fee payable for a term ending at the close of the next Annual General Meeting be as follows:

EUR 440 000 for the Chair of the Board;

EUR 185 000 for the Vice Chair of the Board;

EUR 160 000 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.

In addition, it is proposed that the meeting fees for Board and Board Committee meetings payable to all the other Board members, except for the Chair of the Board, remain at current level. These meeting fees based on travel required between the Board member's home location and the location of a meeting would be paid for a maximum of seven meetings per term and be structured as follows:

EUR 5 000 per meeting requiring intercontinental travel; and

EUR 2 000 per meeting requiring continental travel.

Furthermore, the Board also proposes that members of the Board of Directors shall be compensated for travel and accommodation expenses as well as other costs directly related to Board and Board Committee work.

It is proposed that approximately 40% of the annual fee be paid in Nokia shares purchased from the market, or alternatively by using treasury shares held by the Company. The meeting fee, travel expenses and other expenses would be paid in cash.

Auditor election and remuneration

Since 2019 the Board of Directors has proposed to the Annual General Meeting that the shareholders would elect the auditor for the financial year commencing next after the election. Therefore, on the recommendation of the Board's Audit Committee, the Board of Directors proposes to the Annual General Meeting that Deloitte Oy be re-elected as the auditor of the Company for the financial year 2022.

It is also proposed that the elected auditor for the financial year 2022 be reimbursed based on the invoice of the auditor and in compliance with the purchase policy approved by the Audit Committee.

Authorization to the Board to issue shares and repurchase company's shares

In line with previous years, the Board proposes that the Annual General Meeting authorize the Board to resolve to issue in total a maximum of 550 million shares through issuance of shares or special r

LINK:	https://www.nokia.com/about-us/news/releases/2021/02/04/proposals-of-t...
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