Nokia 2010 Annual Report Download - page 244

23. The shares of the Parent Company (Continued)
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 shares through one or more issues of shares or special
rights entitling to shares, including stock options. This authorization was effective until June 30, 2010
as per the resolution of the Annual General Meeting on May 3, 2007, but it was terminated by the
resolution of the Annual General Meeting on May 6, 2010.
At the Annual General Meeting held on May 6, 2010, Nokia shareholders authorized the Board of
Directors to issue a maximum of 740 million 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 may be used to develop the Company’s
capital structure, diversify the shareholder base, finance or carry out acquisitions or other
arrangements, settle the Company’s equitybased incentive plans, or for other purposes resolved by
the Board. The authorization is effective until June 30, 2013.
At the end of 2010, 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 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
equity. Nokia did not repurchase any shares on the basis of this authorization. This authorization was
effective until June 30, 2010 as per the resolution of the Annual General Meeting on April 23, 2009,
but it was terminated by the resolution of the Annual General Meeting on May 6, 2010.
At the Annual General Meeting held on May 6, 2010, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 360 million Nokia shares by using funds in the unrestricted
equity. The amount of shares corresponds to less than 10% of all the 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, settle the Company’s equitybased incentive plans, to be transferred for other
purposes, or to be cancelled. The authorization is effective until June 30, 2011.
Authorizations proposed to the Annual General Meeting 2011
On January 27, 2011, Nokia announced that the Board of Directors will propose that the Annual
General Meeting convening on May 3, 2011 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 corresponds to 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
F56
Notes to the Consolidated Financial Statements (Continued)