Nokia 2005 Annual Report Download - page 12

the end of the preceding financial year pursuant to the annual accounts as approved by our
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. The
Finnish Companies Act of 1978, which provides for distribution of earnings, is currently subject to
a major reform expected to become effective in the latter part of 2006.
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 has been regularly authorized by our shareholders in the
Annual General Meetings to repurchase Nokia’s own shares: 225 million shares in 2001,
220 million shares in 2002, 225 million shares in 2003, 230 million shares in 2004 and
443.2 million shares in 2005. The amount authorized each year has been at or slightly under the
maximum limit provided by the Finnish Companies Act. The upper limit for share repurchases
was increased from 5% to 10% in 2005.
On January 26, 2006, we announced that the Board of Directors will propose that the Annual
General Meeting, convening on March 30, 2006, approve a new authorization to repurchase a
maximum of 405 million shares corresponding to nearly 10% of Nokia’s share capital and total
voting rights.
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)
2001 ..................................... 995 000 21
2002 ..................................... 900 000 17
2003 ..................................... 95 338 500 1 363
2004 ..................................... 214 119 700 2 661
2005 ..................................... 315 010 000 4 265
For more information about share buy-backs during 2005, 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
March 30, 2006 a dividend of EUR 0.37 per share in respect of 2005.
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
for 2001-2005, the dividend per share amounts have been translated into US dollars at the noon
buying rate in New York City for cable transfers in euro as certified for customs purposes by the
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