SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
Report of Foreign
Private Issuer
Pursuant to Rule
13a -16 or 15d -16 of
the Securities
Exchange Act of 1934
Report on Form
6-K dated April 4, 2023
(Commission File
No. 1-13202)
Nokia
Corporation
Karakaari 7A
FI-02610 Espoo
Finland
(Name and address of registrant’s principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: |
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Form 20-F: x |
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Form 40-F: ¨ |
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): |
Yes: ¨ |
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No: x |
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): |
Yes: ¨ |
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No: x |
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Indicate
by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. |
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Yes: ¨ |
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No: x |
Enclosures:
Resolutions of Nokia Corporation’s
Annual General Meeting and Board of Directors
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Stock exchange release |
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1 (1) |
4 April 2023 |
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Nokia Corporation
Stock Exchange Release
4 April 2023 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 today 4 April 2023 in Helsinki, Finland. Approximately
108 000 shareholders representing approximately 3 197 million shares and votes were represented at the meeting. The AGM approved all
the proposals of the Board of Directors to the AGM.
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 2022 and supported the Company’s Remuneration Report in an advisory vote. In addition, the
AGM adopted the following resolutions.
Authorization
to the Board to decide on the asset distribution
The
AGM decided that no dividend is distributed by a resolution of the Annual General Meeting and authorized the Board to resolve on the
distribution of an aggregate maximum of EUR 0.12 per share as dividend from the retained earnings and/or as assets from the reserve for
invested unrestricted equity.
The
authorization is valid until the opening of the next Annual General Meeting. The Board will resolve separately on the amount and timing
of each distribution of the dividend and/or assets from the reserve for invested unrestricted equity so that the preliminary record and
payment dates will be as set out below. The Company shall make a separate announcement of each such Board resolution confirming the relevant
record and payment dates.
Preliminary record
date |
Preliminary payment date |
|
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25
April 2023 |
4
May 2023 |
25
July 2023 |
3
August 2023 |
24
October 2023 |
2
November 2023 |
30
January 2024 |
8
February 2024 |
Each
installment 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 Ltd. on the record date of the payment.
Composition
of the Board of Directors, Board committees and Board remuneration
The
AGM resolved to elect ten members to the Board. The following eight members of the Board were re-elected for the term ending at the close
of the next Annual General Meeting: Sari Baldauf, Thomas Dannenfeldt, Lisa Hook, Jeanette Horan, Thomas Saueressig, Søren Skou,
Carla Smits-Nusteling and Kai Öistämö. In addition, the AGM resolved to elect Timo Ahopelto and Elizabeth Crain 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 https://www.nokia.com/about-us/company/leadership-and-governance/board-of-directors/meet-the-board/.
www.nokia.com
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Stock exchange release |
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2 (2) |
4 April 2023 |
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In
an assembly meeting that took place after the AGM, the Board elected Sari Baldauf as Chair 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 Timo Ahopelto,
Thomas Dannenfeldt, Elizabeth Crain and Jeanette Horan as members of the Audit Committee. Thomas Dannenfeldt was elected as Chair and
Sari Baldauf, Elizabeth Crain, Lisa Hook and Søren Skou as members of the Personnel Committee. Søren Skou was elected as
Chair and Sari Baldauf, Lisa Hook, Carla Smits-Nusteling and Kai Öistämö as members of the Corporate Governance and Nomination
Committee. Kai Öistämö was elected as Chair and Timo Ahopelto, Sari Baldauf, Jeanette Horan and Thomas Saueressig 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
210 000 for the Vice Chair of the Board; |
| · | EUR
185 000 for each member of the Board; |
| · | EUR
30 000 each for the Chairs of the Audit Committee and the 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. |
The
additional annual fees are paid to all members of the above-mentioned Committees, including the Board Chair for service on 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 Board members, including the Board Chair. The meeting fee is 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 2024. In addition, the AGM resolved that the auditor elected
for 2024 be reimbursed based on the invoice of the auditor and in compliance with the purchase policy approved by the Audit Committee.
www.nokia.com
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Stock exchange release |
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3 (3) |
4 April 2023 |
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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 3 October 2024 and it terminated the
corresponding repurchase authorization granted by the Annual General Meeting on 5 April 2022 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 3 October 2024 and it terminated the corresponding authorization granted by the Annual General Meeting on 5 April
2022.
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 later be available on the Company’s
website www.nokia.com/agm. The minutes of the AGM will be available on the same website latest on 18 April 2023.
About Nokia
At
Nokia, we create technology that helps the world act together.
As
a B2B technology innovation leader, we are pioneering networks that sense, think and act by leveraging our work across mobile, fixed
and cloud networks. In addition, we create value with intellectual property and long-term research, led by the award-winning Nokia Bell
Labs.
Service
providers, enterprises and partners worldwide trust Nokia to deliver secure, reliable and sustainable networks today – and work
with us to create the digital services and applications of the future.
Inquiries:
Nokia Communications
Phone:
+358 10 448 4900
Email:
press.services@nokia.com
Kaisa Antikainen,
Communications Manager
Nokia
Investor Relations
Phone:
+358 40 803 4080
Email:
investor.relations@nokia.com
www.nokia.com
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant, Nokia Corporation, has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date:
April 4, 2023 | |
Nokia Corporation |
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By: |
/s/
Esa Niinimäki |
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Name: |
Esa
Niinimäki |
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Title: |
Chief Legal Officer,
Corporate |
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