Nokia 2013 Annual Report Download - page 21

REVIEW BY THE BOARD OF DIRECTORS 19
In addition, to improve the effi ciency of Nokia’s capital
structure, the Nokia Board announced plans for a EUR  billion
capital structure optimization program which focuses on re-
commencing ordinary dividends, distributing deemed excess
capital to shareholders, and reducing interest bearing debt.
This comprehensive program consists of the following
components:
■ Recommencement of ordinary dividend payments, with at
least EUR  million of ordinary dividends in total planned
for  and , as follows:
▪ An ordinary dividend for  of EUR . per share
(approximately EUR  million), subject to shareholder
approval in ; and
▪ A planned ordinary dividend for  of at least EUR .
per share (at least approximately EUR  million), subject
to shareholder approval in ;
■ An special dividend of EUR . per share, subject to share-
holder approval in  (approximately EUR  billion);
■ A EUR . billion share repurchase program, subject to the
authorization to the Board by the shareholders in ; and
■ Debt reduction of approximately EUR  billion by the end of
the second quarter .
As part of the overall capital structure optimization
program, Nokia Board of Directors proposes to the Annual
General Meeting, scheduled to take place on June , 
(Annual General Meeting ), the recommencement of ordi-
nary dividend payments to shareholders. The Nokia Board pro-
poses to the Annual General Meeting  that a dividend of
EUR . per share be paid with respect to the year , which
equals approximately half of Nokia’s earnings from continuing
operations in , excluding special items and purchase price
accounting related items. This ordinary dividend for  is
expected to be paid on or about July , .
Furthermore, the Nokia Board plans to propose an ordinary
dividend of at least EUR . per share with respect to the year
 to the Annual General Meeting convening in spring .
The Nokia Board of Directors proposes to the Annual
General Meeting  a special dividend of EUR . per share
(approximately EUR  billion). The special dividend is expected
to be paid on or about July , .
The Nokia Board also proposes a share repurchase authori-
zation to facilitate the EUR . billion of planned share re-
purchases over two years. The Nokia Board proposes that the
Annual General Meeting  authorize the Board to resolve
to repurchase a maximum of  million Nokia shares, which
corresponds to less than % of Nokia shares outstanding.
The term of the repurchase authorization is for the maximum
of  months under Finnish regulations, and is expected to
be re-proposed by the Nokia Board at the Annual General
Meeting . The shares are expected to be cancelled. The
shares may be repurchased in the open market, in privately
negotiated transactions, through the use of derivative instru-
ments, or through a tender off er made to all shareholders on
equal terms. The share repurchase authorization would be
eff ective until December ,  and terminate the current
authorization granted by the Annual General Meeting on May
, . The Nokia Board plans to commence the repurchases
following the publication of the Company’s interim report for
the second quarter of .
In addition, Nokia plans to reduce interest bearing debt by
approximately EUR  billion by the end of the second quarter
. Once complete, the debt reduction is expected to result
in annual run rate savings of at least EUR  million related to
recurring interest costs. Furthermore, lowering our gross debt
level is aligned with our target to return to being an invest-
ment grade company. Nokia intends to reduce interest bearing
debt by utilizing applicable maturity dates, call dates, or other
terms allowing early redemption or retirement of debt or by
making off ers to repurchase debt in the open market.
Board of Directors, Nokia Corporation
April , 