Nokia 2009 Annual Report Download - page 11

Under the Finnish Companies Act, we may distribute retained earnings on our shares only upon a
shareholders’ resolution and subject to limited exceptions in the amount proposed by our Board of
Directors. The amount of any distribution is limited to the amount of distributable earnings of the
parent company pursuant to the last accounts approved by our shareholders, taking into account the
material changes in the financial situation of the company after the end of the last financial period
and a statutory requirement that the distribution of earnings must not result in insolvency of the
company. Subject to exceptions relating to the right of minority shareholders to request for a certain
minimum distribution, 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. The authorization may amount to a maximum of 10% of all the shares of
the company and its maximum duration is 18 months. Our Board of Directors has been regularly
authorized by our shareholders at the Annual General Meetings to repurchase Nokia’s own shares, and
during the past three years the authorization covered 380 million shares in 2007, 370 million shares
in 2008 and 360 million shares in 2009. The amount authorized each year has been at or slightly
under the maximum limit provided by the Finnish Companies Act. Nokia has not repurchased any of
its own shares since September 2008.
The Board will propose that the Annual General Meeting convening on May 6, 2010 authorize the
Board to resolve to repurchase a maximum of 360 million Nokia shares. The proposed maximum
number of shares that may be repurchased is the same as the Board’s current share repurchase
authorization and it represents less than 10% of all the shares of the company. The shares may be
repurchased in order to develop the capital structure of the Company, finance or carry out acquisitions
or other arrangements, settle the company’s equitybased incentive plans, be transferred for other
purposes, or be cancelled. The shares may be repurchased either through a tender offer made to all
shareholders on equal terms, or through public trading from the stock market. The authorization
would be effective until June 30, 2011 and terminate the current authorization granted by the Annual
General Meeting on April 23, 2009.
The table below sets forth actual share buybacks by the Group in respect of each fiscal year
indicated.
Number of shares
EUR millions
(in total)
2005 ..................................................... 315010000 4265
2006 ..................................................... 212340000 3412
2007 ..................................................... 180590000 3884
2008 ..................................................... 157390000 3123
2009 ..................................................... — —
Cash Dividends
On January 28, 2010, we announced that the Board of Directors will propose for shareholders’
approval at the Annual General Meeting convening on May 6, 2010 a dividend of EUR 0.40 per share in
respect of 2009.
9