Annual General Meeting 2021 – Nokia Corporation
Counterproposals and questions
Shareholders who hold at least 1/100 of all shares in the Company had a right to make counterproposals on the agenda items, to be put for a vote. Such counterproposals were to be sent to the Company no later than by March 9, 2021 at noon (EET). No such counterproposals were delivered to the Company.
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Meeting. Such questions were to be sent by email to no later than March 19, 2021 at 4:00 p. m. (EET). Question 1 was submitted by a private individual and questions 2-5 by the Nokia French employee mutual fund (FCPAN).
QUESTION 1: What level of balance sheet comfort do we need to reach before dividends will be paid again?
ANSWER 1: On March 18, 2021, Nokia announced its updated dividend policy in its Capital Markets Day event. We noted that Nokia is targeting recurring, stable and over time growing ordinary dividend payments, taking into account the previous year’s earning as well as the company’s financial position and business outlook. As previously announced, Nokia’s Board of Directors did not propose a dividend or dividend authorization for the financial year 2020. After Q4 2021, the Board will assess the possibility of proposing a dividend distribution for the financial year 2021 based on the updated dividend policy.
QUESTION 2: Following the last reorganization, the 4 Business Groups are responsible for their Profit & Loss. However, their accounting systems do not reflect the reality of their production costs. For example, BGs are not accountable for the restructuring costs. Their reorientation or reorganisation decisions are therefore not optimal at the group level. To illustrate this point, it should be recalled that the management of Nokia France invokes a concern for profitability to justify job cuts, without being able to support its decision with any balance sheet that considers the value created in France. An external auditor has established that the loss used to justify the redundancies is organized from an accounting point of view.
The shareholders of the FCPAN would like the Group Management to confirm to them the relevance of the costs incurred to reduce the workforce in France and legitimately question the fact that decisions are taken rationally and optimally at the group level when BGs are not accountable for a significant portion of the costs that their decisions may generate.
ANSWER 2: Actions taken in France were in line with the global cost-saving program with the aim to strengthen the company’s competitive position and secure its long-term performance.
At the end of October we announced that we would move to a new operating model from the beginning of 2021 to improve the way we work so we can better align with how customers want to buy and achieve our aim of technology leadership in the areas where we choose to compete. Our four new business groups each have a clear mission and P&L responsibility and need to demonstrate a clear route for delivering shareholder value.
QUESTION 3: A Nokia spokesperson publicly announced that job cuts at Nokia France would be made based on voluntary departures. There is a specific legal procedure for this in France. However, the management of Nokia France implements a completely different legal procedure. It is specifically designed to organize the coercive elimination of jobs and does not correspond to what has been announced. The shareholders of the FCPAN would like to know whether the board validates this coercive procedure of job cuts when a procedure of voluntary departures is legally possible.
ANSWER 3: Nokia takes measures such as restructuring very seriously and continuously assesses, in line with local legislation, options for internal redeployment, voluntary restructuring and other measures where appropriate to limit the effect on employees to the extent possible in France and other jurisdictions.
QUESTIONS 4a-c: Nokia announces conducting an ethical and compliance policy and flatters itself that Nokia has been named by Ethisphere as one of the World’s Most Ethical Companies. However, at the same time:
4a – Nokia is organizing the relocation of its jobs and production from countries where energy is low carbon (e. g. France) to countries where energy is extremely carbon intensive (e. Poland or India). Does Nokia consider this increased contribution to CO2 production to be ethical?
ANSWER 4a: The combat against the climate change is a key priority for Nokia. On March 4, 2021, Nokia announced that it will halve emissions across both its operations and products in use by 2030. The company’s new Science Based Targets (SBTs) fulfill its commitment to recalibrate in line with a 1. 5°C global warming scenario. Refer to the Press release.
4b – Nokia’s accounting system organises the transfer of the value created in subsidiaries to the headquarters. This allows Nokia to avoid taxes in the countries of these subsidiaries while benefiting from the various advantages they offer: high-level universities that train highly qualified engineers and researchers, the legal security of a state governed by the rule of law, a reliable logistics environment, or even direct subsidies. Even though these practices may not explicitly contravene law or OECD rules, does Nokia consider this predation policy to be ethical?
ANSWER 4b: The foundation of Nokia’s tax policy is to pay the right amount of tax that is legally due in the correct jurisdiction. Furthermore, we observe all applicable rules and regulations in every country where we operate, and we follow the rules set by the relevant authorities. We also follow a global transfer pricing policy that is based on the Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations issued by the Organisation for Economic Cooperation and Development (OECD). Nokia’s business operations and related investments do require a great number of legal entities, so we do have entities in countries with different tax regimes. Tax transparency is discussed in our sustainability reporting which is continuously developed.
4c – The FCPAN representatives wrote last year to the new Chairman of the Nokia Board of Directors on his taking office to congratulate him. They also reminded him of the commitments made by Nokia to its shareholders and the French government at the time of the merger with Alcatel-Lucent:
A major organization in charge of strategic innovation, including network research and Bell Labs, will be piloted from France and will employ key leaders. Thus, Nokia plans to locate in France its top executive in charge of network technologies and innovation. This leader (who is expected to hold the title of Chief Technology Officer) and some of the members of his team will be in charge of cutting-edge research and innovation in France.
Locate worldwide centres of technological expertise in France following the completion of the operation, particularly in the areas of Bell Labs.
Nokia is committed to supporting the ecosystem through leading experts based in France (e. Bell Labs France) and to continuing Alcatel-Lucent’s participation in major initiatives such as the Systematic Competitiveness Clusters, Cap Digital, and Images and Networks. Nokia will participate in collaborative R&D projects consistent with the scope of these overall commitments, and to open up new business opportunities and technological developments.
In view of these commitments, the FCPAN decided to contribute its shares to this merger. The representatives are surprised not to have received a response regarding the actual implementation of these commitments by the new Management. Does Nokia consider that not answering the legitimate questions of one of the group’s main shareholders is ethical?
ANSWER 4c: As noted in the answer to the similar question from FCPAN in the 2020 AGM, Nokia has delivered on the commitments that were due to be completed at this point in time and has engaged in regular, systematic follow-up of with the French Government. In particular, we reached the committed target of the R&D headcount in June 2019 and recruited more than 900 engineers. We have also met broader employment level goals and commitments in the areas of telecom and academic ecosystem development, technology centers and site presence. In the area of investments into the French digital ecosystem, the commitment was not time-bound and is still in progress.
QUESTION 5: Some weeks ago we have asked the new Director of Strategy and Technology if he could elaborate on how he sees Strategy & Technology future in France and how company will respect its commitments in the next coming months. He referred us to a country officer with no responsibility for the strategy or organization of the group. According to this answer we understand that the new Director of Strategy and Technology considers that he is not concerned within the scope of his responsibilities by the concrete implementation of the commitments made by Nokia. Do you confirm that the Nokia group does not consider its commitments when defining its strategy?
ANSWER 5: We can confirm that Nokia considers its commitments when defining its strategy.
Annual General Meeting 2020 – Nokia Corporation
The Annual General Meeting (AGM) of Nokia Corporation took place at the Company’s headquarters in Espoo on May 27, 2020 under special arrangements due to the COVID-19 pandemic. Approximately 43 000 shareholders representing approximately 2 300 million shares and votes were represented at the meeting. The AGM supported all the Board’s proposals by at least 86 percent of the votes cast and rejected the shareholder’s proposal on an amendment of the Articles of Association. The AGM adopted the Company’s financial statements, discharged the members of the Board of Directors and the President and Chief Executive Officer from liability for the financial year 2019 and adopted the Remuneration Policy for the Company’s governing bodies.
Stock exchange releases and reports
Previous General Meetings of Nokia
Nokia Suite and proxy settings – Microsoft Community
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The proxy network problem was fixed in Nokia Suite 3. 3. 86 release.
Could you please check your Internet explorer proxy settings? If you are able to browse using Internet explorer using those proxy settings, then you must also be able to login using Nokia Suite and use the online
features that Nokia Suite offers.
Nokia Suite Team.
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Using Nokia Suite 3. 89. No proxy needed in IE (Browsing to Ovi store works fine)
but when downloading stuff th error occurs. Can you please confirm if there are proxy details in ini/xml files of Nokia Suite?
pls, can one get sw updates from nokia suite cause i dnt know much about the stuff
NO it not works. I have installed 3. 89 now still the same issue. In Nokia store browser i’m able to login, but nokia suite doesn’t. I tried all the ways restarting my PC, reinstalling, proxy username and pwd but nothing works.
Same problem here!
We have a company proxy server which does require authentication and is completely and correctly configured in the Windows / IE settings. According to our IT the username / password are automatically set by Windows when establishing an internet connection.
However, even if I manually insert the username (including domain, i. e. in the format “Domain\User”) and password in Nokia Suite 3. 5. 34 Nokia Suite still claims that I am offline.
This is not the case and Nokia Suite is the only application I have installed that is not able to access the internet!!!
Could you please fix this!
In my campus where i live our network needs a proxy so the 1st problem was to download Nokia Suite. even i was not able to download it from its official site. Kindly look into this.
Now when i got it and installed i cannot find a button of settings as it is in rest of the s/w’s. there is a button called Tools but its value is 0. Due to this iam not able to log into my account and furture proceed.
I have attached a screen shot of PC Suite window showing View, Sync and Tools buttons have a value 0.
Kindly look into this matter.
Nokia Suite: 3. 6. 36
OS: Win XP
I use Nokia Suite on my company laptop.
Our office uses a proxy server to access the internet, however, if I “dial in” when out of the office I connect to the internet directly.
Here is my dilemma. If I do not set the Proxy username & password I can only use Nokia Suite to get updates etc whilst out of the office; however, if I do enter the proxy settings, not only can I not connect when I am out of the office, but when my password
is up for renewal, I have to remember to change my password in Nokia Suite or get my account locked.
So, I am either forever changing internet settings or getting locked out. This is the only program I have encountered that does this. It is sort of the opposite of “just works. ”
I was also impressed to see my username & password stored in the registry in plain text under the nsu3uiproxy key. Well done.
When an automatic proxy configuration script is specified in Control Panel -> Internet Options -> Connections -> LAN Settings and the url starts with file,
looks like Nokia suite just ignores the proxy config script and attempts to connect to the Internet directly.
Of couse this fails.
(Other programs such as IE and Firefox interpret file correctly and use the proxy server specified by the script).
What is goign wrong?
I am using Nokia Suite 3. 7. 22.
I am having same problem.
My campus is having a proxy server.
I have entered the username password but it is not picking up the server address.
Getting error while trying to update my device version currentlly i am using C6-00 eith software version 41. 0. 010.
how do I update it.
Attaching the error.
I am using nokia suite 3. 22
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