Nokia 2009 Annual Report Download - page 233

22. The shares of the Parent Company
Nokia shares and shareholders
Shares and share capital
Nokia has one class of shares. Each Nokia share entitles the holder to one vote at General Meetings of
Nokia.
On December 31, 2009, the share capital of Nokia Corporation was EUR 245 896 461.96 and the total
number of shares issued was 3 744 956 052.
On December 31, 2009, the total number of shares included 36 693 564 shares owned by Group
companies representing approximately 1.0% of the share capital and the total voting rights.
Under 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 million 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 2009, 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 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. Nokia repurchased 71 090 000 shares under this authorization in 2008. In 2009,
Nokia did not repurchase any shares on the basis of this authorization. This authorization was
effective until June 30, 2009 as per the resolution of the Annual General Meeting on May 8, 2008, but
it was terminated by the resolution of the Annual General Meeting on April 23, 2009.
At the Annual General Meeting held on April 23, 2009, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 360 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. The shares may be repurchased under the buyback authorization in order to develop the
capital structure of the company. 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. Nokia has not purchased any shares based on this
authorization. The authorization is effective until June 30, 2010 and the authorization terminated the
authorization for repurchasing of the Company’s shares resolved at the Annual General Meeting on
May 8, 2008.
Authorizations proposed to the Annual General Meeting 2010
The Board of Directors will propose to the Annual General Meeting to be held on May 6, 2010 that the
Annual General Meeting authorize the Board to resolve to repurchase a maximum of 360 million
Nokia shares by using funds in the unrestricted shareholders’ equity. The proposed maximum number
F59
Notes to the Consolidated Financial Statements (Continued)