Nokia 2013 Annual Report Download - page 62

NOKIA IN 2013
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terminated by the resolution of the Annual General Meeting on
May , .
On October ,  Nokia issued a EUR  million convert-
ible bond on the basis of the authorization granted by the
Annual General Meeting held on May , . The bonds have
maturity of  years and a .% per annum coupon payable
semi-annually with an initial conversion price of EUR ..
The maximum number of shares which may be issued by Nokia
upon conversion of all the bonds (based on the initial conver-
sion price) is approximately . million shares. The right to
convert the bonds into shares commenced on December ,
, and ends on October , . On March ,  EUR .
million of the bond was converted into shares resulting in issu-
ance of   shares.
At the Annual General Meeting held on May , , Nokia
shareholders authorized the Board of Directors to issue a
maximum of  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 Parent 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 Parent
Company’s capital structure, diversify the shareholder base,
fi nance or carry out acquisitions or other arrangements, settle
the Parent Company’s equity-based incentive plans, or for
other purposes resolved by the Board. The authorization is
eff ective until June , .
On September ,  Nokia issued three EUR  million
tranches of convertible bonds on the basis of the authoriza-
tion granted by the Annual General Meeting held on May ,
. First EUR  million bonds had maturity of  years and a
.% per annum coupon payable semi-annually with an initial
conversion price of EUR .. The second EUR  million
bonds had maturity of  years and a .% per annum coupon
payable semi-annually with an initial conversion price of EUR
.. The third EUR  million bonds had maturity of  years
and a .% per annum coupon payable semi-annually with
an initial conversion price of EUR ..
The maximum number of shares which might have been
issued by Nokia upon conversion of all the bonds (based on
the initial conversion price of each tranche) was approximately
. million. [At the closing of the Sale of the D&S business,
the bonds were redeemed and the principal amount and
accrued interest netted against the Sale of the D&S business
proceeds.]
At the end of , 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 , , Nokia
shareholders authorized the Board of Directors to repurchase
a maximum of  million Nokia shares by using funds in the
unrestricted equity. Nokia did not repurchase any shares on
the basis of this authorization. This authorization would have
been eff ective until June ,  as per the resolution of the
Annual General Meeting on May , , but it was terminated
by the resolution of the Annual General Meeting on May , .
At the Annual General Meeting held on May , , Nokia
shareholders authorized the Board of Directors to repurchase
a maximum of  million Nokia shares by using funds in the
unrestricted equity. The amount of shares corresponds to less
than % of all the shares of the Parent Company. The shares
may be repurchased under the buyback authorization in order
to develop the capital structure of the Parent Company. In ad-
dition, shares may be repurchased in order to fi nance or carry
out acquisitions or other arrangements, to settle the Parent
Company’s equity-based incentive plans, to be transferred for
other purposes, or to be cancelled. The authorization is eff ec-
tive until June , .
AUTHORIZATIONS PROPOSED TO THE ANNUAL GENERAL
MEETING 2014
On April , , Nokia announced that the Board of Directors
will propose that the Annual General Meeting convening on
June ,  authorize the Board to resolve to repurchase a
maximum of  million Nokia shares. The proposed maximum
number of shares that may be repurchased corresponds to
less than % of all the shares of the Company. The shares
may be repurchased in order to develop the capital structure
of the Company and are expected to be cancelled. In addition,
shares may be repurchased in order to fi nance or carry out
acquisitions or other arrangements, to settle the Company’s
equity-based incentive plans, or to be transferred for other
purposes. The shares may be repurchased either through a
tender off er made to all shareholders on equal terms, or in
such marketplaces the rules of which allow companies to trade
with their own shares. The authorization would be eff ective
until December ,  and terminate the current authoriza-
tion for repurchasing of the Company’s shares resolved at the
Annual General Meeting on May , .
Nokia also announced on April ,  that the Board of
Directors will propose to the Annual General Meeting to be
held on June ,  that the Annual General Meeting author-
ize the Board to resolve to issue a maximum of  million
shares through issuance of shares or special rights entitling to
shares in one or more issues. The Board may issue either new
shares or shares held by the Company. The Board proposes
that the authorization may be used to develop the Company’s
capital structure, diversify the shareholder base, fi nance
or carry out acquisitions or other arrangements, settle the
Company’s equity-based incentive plans, or for other purpos-
es resolved by the Board. The proposed authorization includes
the right for the Board to resolve on all the terms and condi-
tions of the issuance of shares and special rights entitling to
shares, including issuance in deviation from the shareholders’
pre-emptive rights. The authorization would be eff ective until
December ,  and terminate the current authorization
granted by the Annual General Meeting on May , .
25. SHARE-BASED PAYMENT
The Group has several equity-based incentive programs for
employees. The plans include performance share plans, stock
option plans and restricted share plans. Both executives and
employees participate in these programs. In years presented
Nokia global equity-based incentive programs have been
off ered to employees of Devices & Services business, HERE,