Nokia 2011 Annual Report Download - page 265

23. 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, 2011, 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, 2011, the total number of shares included 34 767 036 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 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 2011, 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 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. Nokia did not repurchase any shares on the basis of this authorization. This authorization was
effective until June 30, 2011 as per the resolution of the Annual General Meeting on May 6, 2010, but it
was terminated by the resolution of the Annual General Meeting on May 3, 2011.
At the Annual General Meeting held on May 3, 2011, 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 buyback 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. The authorization is effective until June 30, 2012.
Authorizations proposed to the Annual General Meeting 2012
On January 26, 2012, Nokia announced that the Board of Directors will propose that the Annual
General Meeting convening on May 3, 2012 authorize the Board to resolve to repurchase a maximum
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