Nokia 2008 Annual Report Download - page 197

21. The shares of the Parent Company (Continued)
On December 31, 2008, the total number of shares included 103 076 379 shares owned by Group
companies representing approximately 2.7% of the share capital and the total voting rights.
Under the the Articles of Association of Nokia, Nokia Corporation does not have minimum or
maximum share capital or a par value of a share.
Authorizations
Authorization to increase the share capital
At the Annual General Meeting held on May 3, 2007, Nokia shareholders authorized the Board of
Directors to issue a maximum of 800 000 000 new shares through one or more issues of shares or
special rights entitling to shares, including stock options. The Board of Directors may issue either new
shares or shares held by the Company. The authorization includes the right for the Board to resolve
on all the terms and conditions of such issuances of shares and special rights, including to whom the
shares and the special rights may be issued. The authorization is effective until June 30, 2010.
At the end of 2008, the Board of Directors had no other authorizations to issue shares, convertible
bonds, warrants or stock options.
Other authorizations
At the Annual General Meeting held on May 3, 2007, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 380 million Nokia shares. In 2008, Nokia repurchased
86 300 000 Nokia shares on the basis of this authorization. The authorization expired on May 8, 2008.
At the Annual General Meeting held on May 8, 2008, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 370 million Nokia shares by using funds in the unrestricted
shareholders’ equity. The amount of shares corresponds to less than 10% of all shares of the
company. In 2008, Nokia repurchased a total of 71 090 000 shares under this buyback authorization,
as a result of which the unused authorization amounted to 298 910 000 shares on December 31,
2008. The shares may be repurchased under the buyback authorization in order to develop the
capital structure of the company, which includes carrying out the company’s stock repurchase plan. In
addition, shares may be repurchased in order, 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. This authorization is effective until June 30, 2009.
Authorizations proposed to the Annual General Meeting 2009
The Board of Directors will propose to the Annual General Meeting to be held on April 23, 2009 that
the Annual General Meeting would authorize the Board of Directors to repurchase a maximum of 360
million Nokia shares by using funds in the unrestricted shareholders’ equity. The proposed amount of
shares corresponds to less than 10% of all shares of the company. The authorization is effective until
June 30, 2010 and it is proposed to terminate the corresponding authorization resolved by the Annual
General Meeting on May 8, 2008.
22. Sharebased payment
The Group has several equitybased incentive programs for employees. The programs include
performance share plans, stock option plans and restricted share plans. Both executives and
employees participate in these programs.
F53
Notes to the Consolidated Financial Statements (Continued)