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2016-02-11

NOKIA: Nokia Board of Directors approves the Nokia Equity Program for 2016 and the issuance of shares held by the company

Nokia Corporation

Stock Exchange Release
February 11, 2016 at 08:30 (CET +1)

Nokia Board of Directors approves the Nokia Equity Program for 2016 and the
issuance of shares held by the company

Espoo, Finland - Nokia announced today that its Board of Directors has
approved the Nokia's equity program for 2016 (the "Equity Program 2016"). In
line with previous years, the Nokia Equity Program 2016 includes the
following equity instruments:

* An employee share purchase plan for Nokia employees in selected
jurisdictions (the "Employee Share Purchase Plan"), entitling the eligible
employees to contribute a part of their salary to purchase Nokia shares.
After a 12-month holding period, Nokia will offer the employees one
matching share for every two purchased shares held by the an employee at
the end of the holding period;
* Performance shares, which are dependent on the achievement of independent
performance criteria ("Performance Share"); and
* Restricted shares, which are used on a limited basis or in exceptional
retention and recruitment circumstances ("Restricted Shares").

Nokia Equity Program 2016

The Equity Program 2016 is designed to support and align the participants'
focus with Nokia's strategy and long-term success. Employees of
Alcatel-Lucent, who have transferred to Nokia as part of the acquisition of
Alcatel-Lucent, are also eligible to participate in the Equity Program 2016.

Nokia uses Performance Shares as the main long-term incentive vehicle with the
intention of effectively contributing to the long-term value creation and
sustainability of the company and to align interests of the employees with
those of Nokia's shareholders. Performance Shares are also designed to ensure
that the overall equity-based compensation is based on performance, while
also supporting the recruitment and ensuring retention of vital talent for
the future success of Nokia.

Restricted Shares are granted on a limited basis for exceptional purposes
related to retention and recruitment, primarily in the United States, to
ensure Nokia is able to retain and recruit vital talent for the future
success of the company.

Since 2014, stock options have no longer been part of the Nokia Equity
Programs.

Employee Share Purchase Plan

Under the Employee Share Purchase Plan, the eligible Nokia employees may elect
to make monthly contributions from their net salary to purchase Nokia shares.
Participation in the plan is voluntary.

The annual minimum and maximum contribution limit to the Employee Share
Purchase Plan is EUR 180 and EUR 1 200, respectively. Generally, the share
purchases will be made at market value on pre-determined dates on a monthly
basis during a 12-month period. In October 2017, Nokia intends to deliver one
matching share for every two purchased shares that the participant still
holds on July 31, 2017, which marks the end of the Employee Share Purchase
Plan cycle for 2016. The aggregate maximum amount of contributions that
employees can make during the enrolment window for the plan cycle commencing
in 2016 will be approximately EUR 60 million, which equals approximately 11
494 253 Nokia shares using the February 8, 2016 Nokia closing price of EUR
5.22 on Nasdaq Helsinki. Based on the matching ratio of one matching share
for every two purchased shares, the number of matching shares would be
approximately 5 747 126. In addition, to welcome employees of Alcatel-Lucent
who have transferred to Nokia as part of the acquisition of Alcatel-Lucent
and to mark the beginning of the new Nokia Group, Nokia intends to offer 20
free shares for every participant making the first three consecutive share
purchases in 2016.

The Employee Share Purchase Plan is planned to be offered to Nokia employees
in up to 54 countries for the plan cycle commencing in 2016. The savings
period is intended to start in July 2016 and the first monthly purchases are
planned to be made in August 2016.

Performance Shares

Under the Performance Share plan, target pay-out will depend on whether
independent performance criteria have been met by the end of the performance
period. The performance criteria are Nokia's continuing operations average
annual non-IFRS net sales and average annual non-IFRS earnings-per share
(diluted).

The Performance Share plan of 2016 has a two-year performance period
(2016-2017) and a subsequent one-year restriction period. The number of
Performance Shares to be settled after the restriction period will start at
25 per cent of the grant amount and any pay-out beyond this will be
determined with reference to the financial performance during the two-year
performance period. The grant under the Performance Share plan could result
in an aggregate maximum pay-out of 51 million Nokia shares, in the event that
maximum performance against all the performance criteria is achieved.

Restricted Shares

The Restricted Shares under the 2016 Restricted Share plan are divided into
three tranches, each tranche consisting of one third of the Restricted Shares
granted. The first tranche has a one-year restriction period, the second
tranche a two-year restriction period, and the third tranche a three-year
restriction period. The grant of Restricted Shares in 2016 could result in an
aggregate maximum payout of 1 350 000 Nokia shares.

Employees covered by the Equity Program 2016

In accordance with the previous year's practice, the primary equity
instruments granted to executive employees and directors below the executive
level are Performance Shares.

Nokia limits the use of Restricted Shares as means of compensation. However,
to support the specific needs, practices and competitive market environment
in the United States, restricted shares may be used, in conjunction with the
use of performance shares, on a limited basis in the United States.

In addition, shares under the Restricted Share plan can be granted for
exceptional retention or recruitment purposes, aimed primarily at US markets,
to ensure Nokia is able to retain and recruit vital talent for the future
success of Nokia.

Nokia employees in up to 54 countries are planned to be offered the
possibility to participate in the Employee Share Purchase Plan for the cycle
commencing in 2016, provided that there are no local regulatory or
administrative restraints in relation to such plan.

Employees of Alcatel-Lucent who have transferred to Nokia as part of the
acquisition of Alcatel-Lucent are included in equity plans under the Equity
Program 2016.

Dilution effect

On February 10, 2016, Nokia announced the final results of its subsequent
offer period for outstanding Alcatel-Lucent securities. As of February 12,
2016, subject to and following the registration of new Nokia shares issued as
consideration for the Alcatel-Lucent securities tendered into the subsequent
French and/or U.S. offers, and consequently, included in the aggregate amount
of Nokia shares, the aggregate maximum dilution effect of Nokia's currently
outstanding equity programs, assuming that the Performance Shares would be
delivered at maximum level, is approximately 0.86 per cent. The potential
maximum dilution effect of the Equity Program 2016 would approximately be an
additional 1.04 per cent, assuming delivery at maximum level for Performance
Shares and the delivery of matching shares against the maximum amount of
contributions of approximately EUR 60 million under the Employee Share
Purchase Plan. Employees of Alcatel-Lucent that have transferred as part of
the acquisition of Alcatel-Lucent are only included in equity plans under the
Equity Program 2016.

Issuance of Nokia shares for settlement of various Nokia equity plans

The performance period for the 2014 Performance Share Plan ended on December
31, 2015, and Nokia's performance over 2014 and 2015, assessed against the
independent performance criteria set out in the plan rules, was above the
threshold performance level for the plan. The settlement to the participants
under the plan is planned to take place after the restriction period ends on
January 1, 2017.

To fulfill Nokia's obligations under the 2012, 2013 and 2015 Restricted Share
Plans as well as the 2013 Performance Share Plan in respect of shares to be
settled in 2016, Nokia's Board of Directors has resolved to issue, without
consideration, a total of 1 657 000 Nokia shares held by the company to
settle its commitments to plan participants, who are all employees of the
Nokia Group.

Issuance of Nokia shares to beneficiaries of Alcatel-Lucent employee equity
compensation arrangements

In accordance with the Memorandum of Understanding dated April 15, 2015
between Nokia and Alcatel-Lucent, as amended, Nokia has entered into
liquidity agreements with beneficiaries of Alcatel-Lucent employee equity
compensation arrangements who accepted to subscribe for the liquidity program
for the exchange of their Alcatel Lucent shares resulting from Alcatel-Lucent
equity instruments that they hold for Nokia shares in certain circumstances.

To fulfill Nokia's obligations under the aforementioned agreements, Nokia's
Board of Directors has resolved, pursuant to the share issue authorization
granted by the Extraordinary General Meeting of Nokia on December 2, 2015, to
issue a maximum amount of 400 000 Nokia shares held by the company in the
course of 2016 against contribution in kind in the form of the Alcatel-Lucent
shares being exchanged for the Nokia shares. The exchange ratio applied in
such exchanges is the same as the exchange ratio applied in Nokia's public
exchange offer for Alcatel-Lucent securities, subject to certain adjustments
in the event of certain financial transactions by Nokia or Alcatel-Lucent.

About Nokia

Nokia is a global leader in the technologies that connect people and things.
Powered by the innovation of Bell Labs and Nokia Technologies, the company is
at the forefront of creating and licensing the technologies that are
increasingly at the heart of our connected lives.

With state-of-the-art software, hardware and services for any type of network,
Nokia is uniquely positioned to help communication service providers,
governments, and large enterprises deliver on the promise of 5G, the Cloud
and the Internet of Things.www.nokia.com

ENQUIRIES

Media Enquiries:
Nokia
Communications
Tel. +358 (0) 10 448 4900
Email:press.services@nokia.com

Investor Enquiries:
Nokia Investor Relations
Tel. +358 4080 3 4080
Email:investor.relations@nokia.com

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