Nokia 2005 Annual Report Download - page 178

Notes to the Consolidated Financial Statements (Continued)
23. The shares of the Parent Company (Continued)
one year from the resolution of the Annual General Meeting. The increase of the share capital may
consist of one or more issues offering a maximum of 886,000,000 new shares with a par value of
EUR 0.06 each. The share capital may be increased in deviation from the shareholders’ pre-emptive
rights for share subscription provided that from the company’s perspective important financial
grounds exist such as financing or carrying out of an acquisition or another arrangement or
granting incentives to selected members of the personnel. In 2005, the Board of Directors did not
increase the share capital on the basis of this authorization. The authorization is effective until
April 7, 2006.
At the end of 2005, the Board of Directors had no other authorizations to issue shares, convertible
bonds, warrants or stock options.
The Board of Directors will propose to the Annual General Meeting convening on March 30, 2006
that the Board of Directors be authorized to resolve to increase the share capital of the company
by issuing new shares, stock options or convertible bonds in one or more issues. The increase of
the share capital through issuance of new shares, subscription of shares pursuant to stock options
and conversion of convertible bonds into shares, may amount to a maximum of EUR 48,540,000 in
total. As a result of share issuance, subscription of shares pursuant to stock options and conversion
of convertible bonds into shares an aggregate maximum of 809,000,000 new shares with a par
value of EUR 0.06 may be issued. The authorization is proposed to be effective until March 30,
2007, or in the event that the new Companies Act has been approved by the time of the Annual
General Meeting, and enters into force latest on March 30, 2007, this authorization is proposed to
be effective until June 30, 2007.
Other authorizations
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. In 2005 Nokia repurchased
54 million Nokia shares on the basis of this authorization.
At the Annual General Meeting held on April 7, 2005, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 443,200,000 Nokia shares, representing less than 10% of the
share capital and the total voting rights, and to resolve on the disposal of a maximum of
443,200,000 Nokia shares. In 2005, a total of 261,010,000 Nokia shares were repurchased under
this buy-back authorization, as a result of which the unused authorization amounted to
182,190,000 shares on December 31, 2005. No shares were disposed of in 2005 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. In addition, the shares may be
repurchased in order to develop the capital structure of the company, to finance or carry out
acquisitions or other arrangements, to settle the company’s equity-based incentive plans, to be
transferred for other purposes, 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 in
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
April 7, 2006.
F-40