Nokia 2012 Annual Report Download - page 160

the fulfillment of the criteria of continued employment during the restriction period. Until the shares are
delivered, the participants will not have any shareholder rights, such as voting or dividend rights
associated with these restricted shares.
Employee Share Purchase Plan
Under the Employee Share Purchase Plan, eligible Nokia employees can elect to make monthly
contributions from their salary to purchase Nokia shares. The contribution per employee cannot exceed
EUR 1 200 per year. The share purchases will be made at market value on pre-determined dates on a
monthly basis during a 12-month savings period. Nokia will offer one matching share for every two
purchased shares the employee still holds after the last monthly purchase has been made in June
2014. In addition, 20 free shares will be delivered to employees who make the first three consecutive
monthly share purchases. The participation in the plan is voluntary to the employees.
Maximum Planned Grants under the Nokia Equity-Based Incentive Program 2013 in Year 2013
The approximate maximum numbers of planned grants under the Nokia Equity Program 2013 (i.e.
performance shares, stock options, restricted shares as well as matching share awards under the
Employee Share Purchase Plan) in 2013 are set forth in the table below.
Plan type
Planned Maximum Number of Shares Available for Grants
under the Equity Program 2013
Stock Options .............. 11million
Restricted Shares ........... 16million
Performance Shares at
Maximum(1) ................. 32million
Employee Share Purchase
Plan(2) ..................... 3.15 million
(1) The number of Nokia shares to be delivered at threshold performance is a quarter of maximum
performance, i.e., a total of 8 million Nokia shares.
(2) The total maximum amount of employee contributions during the plan cycle commencing in 2013
will be approximately EUR 22 million, which equals approximately 6.3 million Nokia shares using
the January 23, 2013 closing share price of EUR 3.49. Based on the matching ratio of one
matching share for every two purchased shares, the number of matching shares would be 3.15
million. In addition, 20 free shares will be delivered to employees who make the first three
consecutive monthly share purchases.
As at December 31, 2012, the total dilutive effect of all Nokia’s stock options, performance shares and
restricted shares outstanding, assuming full dilution, was approximately 2.5% in the aggregate. The
potential maximum effect of the proposed Equity Program 2013 would be approximately another 1.7%.
6C. Board Practices
The Board of Directors
The operations of Nokia are managed under the direction of the Board of Directors, within the
framework set by the Finnish Companies Act and our Articles of Association as well as any
complementary rules of procedure as defined by the Board, such as the Corporate Governance
Guidelines and related Board Committee charters.
The Board represents and is accountable to the shareholders of Nokia. The Board’s responsibilities are
active, not passive, and include the responsibility regularly to evaluate the strategic direction of Nokia,
159