Shareholders at Nokia Corp. overwhelmingly expressed their support for the proposed acquisition of Alcatel-Lucent, by adopting all resolutions set forth in an Extraordinary General Meeting ("EGM") concerning an authorization to issue shares and changes to the articles of association and composition of the board of directors. This follows the earlier-than-expected receipt of all regulatory approvals required to proceed with the proposed transaction and the launch of the French and U.S. public exchange offers for Alcatel-Lucent securities (the "Exchange Offers"). The planned transaction is expected to close in the first quarter of 2016 and is subject only to the satisfaction of the minimum tender condition or, if this condition is waived by Nokia, the crossing of the mandatory minimum acceptance threshold.
Risto Siilasmaa, Chairman of the Nokia Board of Directors, commented: "Nokia's shareholders have today shown the full extent of their support for our proposed combination with Alcatel-Lucent. By ratifying the transaction in such great numbers, they have endorsed our strongly-held belief that the combined company will be better positioned to compete as a world leader in network technologies over the long-term."
Rajeev Suri, president and CEO of Nokia Corp., said, "We are delighted that the vast majority of Nokia's shareholders recognize the long-term value creation opportunity that this proposed combination represents. We now encourage Alcatel-Lucent shareholders and convertible bondholders to help realize this potential by tendering their securities into the public exchange offer. By doing so, they would play an important role in helping to create a new leader in next generation technology and services for an IP connected world."
The following resolutions were adopted at the Dec. 2 Extraordinary General Meeting:
Authorization to the Board of Directors to resolve to issue shares
The EGM resolved to authorize the Nokia Board of Directors to resolve to issue in total a maximum of 2 100 million shares in one or more issues during the effective period of the authorization for the purposes of implementing the planned combination of Nokia and Alcatel-Lucent. No vote was requested at the EGM, but based on participation at the EGM, votes cast in advance and voting instructions received from nominee registered shareholders, shareholders showed their strong support with 99.49% of the votes represented at the EGM in favor of the proposal.
Pursuant to the authorization, the Board of Directors may issue Nokia shares to the holders of shares, American depositary shares and convertible bonds of Alcatel-Lucent as well as to beneficiaries of Alcatel-Lucent employee equity compensation arrangements in each case for the purpose of implementing the planned transaction or otherwise to effect the planned combination of Nokia and Alcatel-Lucent. The authorization includes the right for the Board of Directors to resolve on all other terms and conditions of the issuance of shares, including the right for issuance in deviation from the shareholders' pre-emptive rights within the limits set by law. The authorization is effective until December 2, 2020. The authorization does not terminate the authorization for issuance of shares and special rights entitling to shares granted to the Board of Directors by the Annual General Meeting held on May 5, 2015.
Resolutions on the amendment of the Articles of Association and changes to the composition of the Board of Directors
The EGM resolved, in accordance with the proposal by the Board of Directors, to amend articles 2, 4 and 9 of the Articles of Association of Nokia, including the object of the company as well as certain provisions related to the Board of Directors and General Meeting venue.
The EGM resolved, in accordance with the proposal by the Corporate Governance and Nomination Committee, to increase the number of members of the Board of Directors to ten (10) members and to elect Louis R. Hughes, Jean C. Monty and Olivier Piou as new members of the Board of Directors of Nokia subject to and following the successful completion of the Exchange Offers and subject to the registration of the amendment of the Articles of Association. Elizabeth Doherty, who is currently a member of the Board of Directors, has informed the Corporate Governance and Nomination Committee that she will step down from the Board of Directors subject to and following the successful completion of the Exchange Offers.
The above changes would become effective upon completion of the Exchange Offers, and thus, the term of the new members would begin on the day immediately following the date of settlement and delivery of the Nokia shares to the holders of Alcatel-Lucent securities after the first offer period and expire on the closing of the Nokia Annual General Meeting in 2016. The new members of the Board of Directors elected at the EGM would receive the same annual remuneration as is paid to the members of the Board of Directors elected at the Nokia Annual General Meeting on May 5, 2015, prorated by the new Board members' time in service until the closing of the Annual General Meeting in 2016.
The Corporate Governance and Nomination Committee will propose to the Board of Directors at the assembly meeting of the new Board of Directors taking place after the successful completion of the Exchange Offers that Olivier Piou be elected as the new Vice Chairman of the Board of Directors. Risto Siilasmaa will continue as the Chairman of the Board of Directors.
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