Business Context and Reporting Period
This Form 6-K filing, dated February 5, 2026, serves as the Notice of the Annual General Meeting (AGM) for Nokia Corporation. The meeting is scheduled for April 9, 2026, in Helsinki, Finland. The filing outlines proposals for the financial year ended December 31, 2025, and authorizations for the period extending through October 2027.
Key Financial Metrics and Proposals
The filing does not contain specific revenue, profit, cash flow, or debt figures for the 2025 fiscal year; these are contained in the separate Annual Accounts to be presented at the AGM. However, the following financial proposals and metrics are explicitly stated:
- Dividend Proposal: The Board proposes no immediate dividend distribution by AGM resolution. Instead, it seeks authorization to distribute a maximum of EUR 0.14 per share in four installments from retained earnings and/or the reserve for invested unrestricted equity.
- Share Capital: As of February 5, 2026, the total number of shares is 5,742,239,696.
- Board Remuneration: Proposed annual fees include EUR 440,000 for the Chair, EUR 210,000 for the Vice Chair, and EUR 185,000 for other members. Approximately 40% of fees are proposed to be paid in Nokia shares.
- Auditor Fees: Reimbursement for the auditor (Deloitte Oy) and sustainability assurer will be based on approved purchase policies and invoices.
Material Changes and Governance Updates
Significant governance changes and proposals include:
- Board Composition: The Board size is proposed to remain at 10 members. Sari Baldauf will not seek re-election. Meredith Whittaker is proposed as a new member but is classified as non-independent due to a strategic advisory role with Nokia Bell Labs.
- Leadership: Timo Ihamuotila is proposed for re-election as Chair of the Board, and Thomas Saueressig as Vice Chair.
- Auditor Re-election: Deloitte Oy is proposed for re-election as auditor and sustainability reporting assurer for the 2027 financial year.
Guidance, Outlook, and Authorizations
The filing details several critical authorizations requested from shareholders to empower the Board for capital management:
- Share Repurchase: Authorization to repurchase up to 550 million shares (less than 10% of total shares) using unrestricted equity funds. This authorization would be valid until October 8, 2027.
- Share Issuance: Authorization to issue up to 550 million shares (new or treasury) for purposes including acquisitions, capital structure development, or equity-based incentives. Valid until October 8, 2027.
- Dividend Timing: If approved, dividend installments are preliminarily scheduled for May 2026, August 2026, November 2026, and February 2027.
Investor Verification Checklist
- Verify the final dividend amount and payment dates once the Board makes separate resolutions following the AGM.
- Review the full "Nokia in 2025" Annual Report (expected Week 10, 2026) for actual 2025 revenue, profit, and cash flow data not included in this notice.
- Confirm the election results for the new Board member, Meredith Whittaker, and the retention of current leadership.
- Monitor future announcements regarding the execution of the share repurchase and issuance authorizations.
- Check the record date of March 26, 2026, for eligibility to vote at the AGM.