Nokia plans board of directors refresh, chairman to step down

Following on from today's mixed bag of Nokia financials, the Espoo-based company will see some changes on its directorial board, after its Annual General Meeting in a few months. As forecast last year, non-executive chairman Jorma Ollila joined Nokia in 1985 and has been on the board through Nokia's explosive growth into the world's biggest handset manufacturer -- and its more recent troubles. He will leave the board alongside more recent members Bengt Holmström and Per Karlsson, while existing board member Risto Siilasmaa is currently pegged to take the helm once the new board of directors is formed. New candidates earmarked for the board include Bruce Brown, of Procter and Gamble, Mårten Mickos, CEO of Eucalyptus Systems and independent corporate advisor Elizabeth Nelson. The whole Nokia nitty-gritty awaits at the source below.

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Nokia Board of Directors convenes Annual General Meeting 2012
Dividend of EUR 0.20 per share will be proposed for 2011

Nokia Corporation
Stock Exchange Release
January 26, 2012 at 13.25 (CET +1)

Espoo, Finland - Nokia announced today that its Board of Directors has resolved to convene the Annual General Meeting on May 3, 2012 and that the Board and its Committees will submit the below proposals to the Annual General Meeting.

- Proposal to pay a dividend of EUR 0.20 per share
- Proposals on the Board composition and remuneration
- Proposal to authorize the Board to repurchase shares to maintain flexibility but with no current plans to repurchase shares in 2012
- Proposal to re-elect the external auditor

Proposal to pay a dividend
The Board will propose to the Annual General Meeting that a dividend of EUR 0.20 per share be paid for the fiscal year 2011. The ex-dividend date would be May 4, 2012, the record date May 8, 2012 and the payment date on or about May 23, 2012.

Proposals on Board composition and remuneration
Nokia Board Chairman Jorma Ollila and Nokia Board members Bengt Holmström and Per Karlsson have informed that they will no longer be available to serve on the Nokia Board of Directors after the Annual General Meeting. Mr Ollila joined Nokia in 1985 and served as the President and CEO of the company 1992-1999 and Chairman and CEO 1999-2006. He has been Nokia Board member since 1995 and the Chairman of the Board since 1999. Mr. Holmström has been Nokia Board member since 1999 and Mr Karlsson has been Nokia Board member since 2002.

The Board's Corporate Governance and Nomination Committee will propose to the Annual General Meeting that the number of Board members be eleven (11) and that the following current Nokia Board members be re-elected as members of the Nokia Board of Directors for a term ending at the Annual General Meeting in 2013: Stephen Elop, Henning Kagermann, Jouko Karvinen, Helge Lund, Isabel Marey-Semper, Dame Marjorie Scardino, Risto Siilasmaa and Kari Stadigh.

In addition, the Committee will propose that Bruce Brown, Chief Technology Officer, Procter & Gamble Company, Mårten Mickos, CEO of Eucalyptus Systems, Inc., and Elizabeth Nelson, Independent Corporate Advisor, be elected to Nokia Board of Directors for the same term.

Additional information about the Board member candidates will be available in the Committee proposal scheduled to be published on February 1, 2012.

The Corporate Governance and Nomination Committee will propose in the assembly meeting of the new Board of Directors after the Annual General Meeting on May 3, 2012 that Risto Siilasmaa be elected as Chairman of the Board and Dame Marjorie Scardino as Vice Chairman of the Board.

As to the Board remuneration, the Corporate Governance and Nomination Committee will propose that the annual fee payable to the Board members elected at the Annual General Meeting on May 3, 2012 for a term ending at the Annual General Meeting in 2013 to remain at the same level than during the past four years: EUR 440 000 for the Chairman, EUR 150 000 for the Vice Chairman, and EUR 130 000 for each member, excluding the President and CEO of Nokia if re-elected to the Nokia Board; for the Chairman of the Audit Committee and the Chairman of the Personnel Committee an additional annual fee of EUR 25 000; and for each member of the Audit Committee an additional annual fee of EUR 10 000. Further, the Corporate Governance and Nomination Committee will propose that, as in the past, approximately 40% of the remuneration be paid in Nokia Corporation shares purchased from the market, which shares shall be retained until the end of the board membership in line with the Nokia policy (except for those shares needed to offset any costs relating to the acquisition of the shares, including taxes).

Proposals to authorize the Board to repurchase shares
The Board will propose that the Annual General Meeting authorize the Board to resolve to repurchase a maximum of 360 million Nokia shares. The proposed maximum number of shares is the same as in the Board's current share repurchase authorization and it represents less than 10 % of all the shares of the Company. The shares may be repurchased in order to develop the capital structure of the Company, finance or carry out acquisitions or other arrangements, settle the Company's equity-based incentive plans, be transferred for other purposes, or be cancelled. The shares may be repurchased either through a tender offer made to all shareholders on equal terms, or through public trading from the stock market. The authorization would be effective until June 30, 2013 and terminate the current authorization granted by the Annual General Meeting on May 3, 2011.

The repurchase authorization is proposed to maintain flexibility, but the Board has no current plans for repurchases during 2012.

Election of external auditor
In addition, the Board's Audit Committee will propose to the Annual General Meeting that PricewaterhouseCoopers Oy be re-elected as the Company's auditor, and that the auditor be reimbursed according to the invoice and in compliance with the purchase policy approved by the Audit Committee.

The notice to the Annual General Meeting and the complete proposals by the Board and its Committees to the Annual General Meeting are scheduled to be published on Nokia's website at www.nokia.com/agm on February 1, 2012.