Nokia 2004 Annual Report Download - page 161

Notes to the Consolidated Financial Statements (Continued)
22. The shares of the Parent Company (Continued)
Other authorizations
At the Annual General Meeting held on March 27, 2003, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 225 million Nokia shares. In 2004 Nokia repurchased
38,057,700 Nokia shares on the basis of this authorization.
At the Annual General Meeting held on March 25, 2004, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 230 million Nokia shares, representing less than 5% of total
shares outstanding, and to resolve on the disposal of a maximum of 230 million Nokia shares. In
2004, a total of 176,000,000 Nokia shares were repurchased under the buy-back authorization, as a
result of which the unused authorization amounted to 54,000,000 shares on December 31, 2004.
No shares were disposed of in 2004 under the respective authorization. The shares may be
repurchased under the buy-back authorization in order to carry out the company’s stock
repurchase plan as a means to develop the capital structure of the company, to finance or carry
out acquisitions or other arrangements, to grant incentives to selected members of the personnel
or in connection with these, to be transferred in other ways, or to be cancelled. The authorization
to dispose of the shares may be carried out pursuant to terms determined by the Board in
connection with acquisitions or other arrangements or for incentive purposes to selected members
of the personnel. The Board may resolve to dispose the shares in another proportion than that of
the shareholders’ pre-emptive rights to the company’s shares, provided that from the company’s
perspective important financial grounds exist for such disposal. These authorizations are effective
until March 25, 2005.
Nokia’s equity based incentive plans
Stock option plans
The table ‘‘Outstanding stock option plans, December 31, 2004’’ depicts the main features of
outstanding stock option plans, which may result in an increase of our share capital. The increase
in share capital resulted by these stock options is the number of shares to be issued times the par
value of each share. Pursuant to the stock options issued, an aggregate maximum number of
140,379,459 new shares may be subscribed for representing EUR 8,422,767.54 of the share capital
and approximately 3% of the total number of votes on December 31, 2004. During 2004 the
exercise of 1,260 options resulted in the issuance of 5,040 new shares and the increase of the
share capital of Nokia Corporation with EUR 302.40.
The plans have been approved by the Annual General Meetings in the year of the launch of the
plan. Shares subscribed for pursuant to the stock options will entitle to dividend for the financial
year in which the subscription occurs. Other shareholder rights will commence on the date on
which the shares subscribed for are registered with the Finnish Trade Register.
There were no other stock options and no convertible bonds outstanding as of December 31, 2004,
the exercise of which would result in an increase of the share capital of the parent company.
In addition to above, Nokia has minor stock option plans for Nokia employees in the U.S. and
Canada which do not result in an increase of the share capital of Nokia Corporation and in which
holders receive Nokia ADSs. On the basis of these stock option plans Nokia had granted 2.6 million
stock options on December 31, 2004. Each stock option entitles the holder to receive the same
amount of Nokia ADSs. The average exercise price of stock options under these plans is USD 22.95.
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