General Meeting of Shareholders
Nokia’s shareholders play a key role in corporate governance, with our annual general meeting offering a regular opportunity to exercise their decision-making power in Nokia.
Each Nokia share entitles a shareholder to one vote at General Meetings of Nokia. In connection with the meeting the shareholders may also exercise their right to ask questions.
The Annual General Meeting shall be held at the latest on 30 June as determined by the Board of Directors. The Board of Directors shall convene the Meeting by publishing the notice no earlier than three months prior to the record date of the Meeting and no later than three weeks prior to the Meeting, provided that the date of the publication must be at least nine days prior to the record date.
Resolutions of General Meetings are published as stock exchange releases after the meetings without delay. General Meeting minutes will be available on the Company’s website within two weeks of the meeting.
Matters falling within the shareholders’ decision-making power are defined in the Articles of Association and in the Finnish Limited Liability Companies Act. The Annual General Meeting decides, among other things, on the election and remuneration of the Board of Directors, the adoption of annual accounts, the distribution of retained earnings shown on the balance sheet, discharging the members of the Board and the President and CEO from liability, as well as on the election and fees of the external auditor. The Remuneration Policy is presented to the general meeting at least every four years and the Remuneration Report annually for advisory vote.
In addition to the Annual General Meeting, an Extraordinary General Meeting may be convened when the Board considers such a meeting to be necessary, or when the provisions of the Finnish Limited Liability Companies Act mandate that such a meeting must be held.
Each shareholder who is registered in the register of shareholders of Nokia eight working days prior to the Annual General Meeting and has given a prior notice as per the meeting notice, has the right to participate in the meeting.
A shareholder, whose shares are registered on his/her Finnish book-entry account, is automatically registered in the Register of Shareholders of the Company.
A holder of nominee-registered shares is advised to contact his/her custodian bank and request instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy authorization documents and registration for the Annual General Meeting, as advised in the notice. The account management organization of the custodian bank shall temporarily register a holder of nominee-registered shares, who wants to participate in the Annual General Meeting, into the shareholders’ register of the Company.
A holder of American Depositary Shares (ADR) intending to vote at the Annual General Meeting shall without delay notify the Depositary Bank of Nokia, Citibank, N.A., and shall comply with the instructions provided by Citibank. Citibank submits the proxy material to the registered ADR holders. Those ADR holders, who hold their ADRs through a bank, broker or custodian, will receive the proxy material through their own bank, broker or custodian.
A shareholder may participate in the Annual General Meeting by proxy. A proxy representative shall produce a dated proxy authorization document or otherwise in a reliable manner demonstrate their right to represent the shareholder.
Should a shareholder participate in the Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Meeting.
A shareholder may request an item belonging to the Annual General Meeting to be included on the agenda. The shareholder's right to be heard by the General Meeting, and its conditions, are laid down in the Finnish Limited Liability Companies Act. In order for the request to be considered, it must be submitted in written form to the Board of Directors of the company four weeks prior to the publication of the notice of the annual general meeting.
Board of Directors
P.O. Box 226
FI-00045 Nokia Group, Finland
nokia.board [at] nokia.com