Nokia 2004 Annual Report Download - page 11

shareholders. Subject to exceptions relating to the right of minority shareholders to request
otherwise, the distribution may not exceed the amount proposed by the Board of Directors.
Share Buy-backs
Under the Finnish Companies Act, Nokia Corporation may repurchase its own shares pursuant to
either a shareholders’ resolution or an authorization to the Board of Directors approved by the
company’s shareholders. Such authorizations to the Board of Directors are effective for a maximum
of one year. The undertaking of share buy-backs is subject not only to the regulations in the
Finnish Companies Act, but also to the rules of the stock exchanges on which the repurchases take
place. The Board of Directors of Nokia was for the first time authorized by our shareholders in the
Extraordinary Shareholders’ Meeting in 1999, to repurchase Nokia’s own shares. Since then, the
Board of Directors of Nokia has been regularly authorized by our shareholders in the Annual
General Meetings to repurchase Nokia’s own shares up to 224 million shares in 2000, 225 million
shares in 2001, 220 million shares in 2002, 225 million shares in 2003 and 230 million shares in
2004. The amount of authorization each year has been at or slightly under the maximum limit
provided by the Finnish Companies Act. The Board of Directors used the authorizations approved
in 1999-2002 to a certain extent, but since 2003 the Board of Directors has engaged in repurchases
through repurchase plans to a greater extent than before.
On January 27, 2005, we announced that the Board of Directors will propose that the Annual
General Meeting, convening on April 7, 2005, approve a new authorization to repurchase a
maximum of 443.2 million shares corresponding to nearly 10% of Nokia’s share capital and total
voting rights. The proposal was made in anticipation of an amendment to the Finnish Companies
Act becoming effective as of March 9, 2005 increasing the upper limit for share repurchases from
5% to 10%. The Board expects to continue engaging in share buy-backs in 2005 with up to
EUR 5 billion, provided that this is within the limits of the authorization.
The table below sets forth actual share buy-backs by the Group in respect of each fiscal year
indicated.
EUR millions
Number of shares (in total)
2000 ..................................... 3 252 000 160
2001 ..................................... 995 000 21
2002 ..................................... 900 000 17
2003 ..................................... 95 338 500 1 363
2004 ..................................... 214 119 700 2 661
For more information about share buy-backs during 2004, see ‘‘Item 16E. Purchases of Equity
Securities by the Issuer and Affiliated Purchasers.’’
Dividends
The Board of Directors will propose for approval at the Annual General Meeting convening on
April 7, 2005 a dividend of EUR 0.33 per share in respect of 2004.
The table below sets forth the amounts of total cash dividends per share and per ADS paid in
respect of each fiscal year indicated. For the purposes of showing the US dollar amounts per ADS
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