Nokia 2014 Annual Report Download - page 76

NOKIA IN 201474
Shares and
share capital Dividend
Nokia has one class of shares.
Each Nokia share entitles the
holder to one vote at general
meetings of Nokia.
On December 31, 2014 the total number of
Nokia shares was 3 745 044 246 and Nokia’s
share capital equaled EUR 245 896 461.96.
On December 31, 2014 Nokia and its
subsidiary companies owned a total of
96 900 800 Nokia shares, which represented
approximately 2.6% of the total number of
the shares and voting rights of the company.
In 2014, Nokia did not cancel any shares.
In 2014, under the authorization held by the
Board and in line with the capital structure
optimization program, Nokia repurchased a
total of 66 903 682 shares, which represented
approximately 1.8% of the total number of
shares and voting rights on December 31,
2014. The price paid for the shares was based
on the current market price of the Nokia share
on the securities market at the time of the
repurchase. As expected, the repurchased
shares were cancelled, eective as of
February 4, 2015.
In 2014, Nokia issued 49 904 new shares
upon the exercise of stock options issued
to personnel. The shares were issued in
accordance with the Nokia Stock Option
Plan 2011, approved by the Annual General
Meeting on May 3, 2011. The issuance of new
shares did not impact the amount of share
capital of the company. The issuance of
shares did not have any signicant eect
on the relative holdings of the other Nokia
shareholders nor on their voting rights.
The Board proposes
a dividend of EUR 0.14
per share for 2014.
The proposed dividend is in line with our
capital structure optimization program.
We distribute retained earnings, if any, within
the limits set by the Finnish Companies Act
(as dened below). We make and calculate the
distribution, if any, either in the form of cash
dividends, share buy-backs, or in some other
form or a combination of these. There is no
specic formula by which the amount of a
distribution is determined, although some
limits set by law are discussed below. The
timing and amount of future distributions
of retained earnings, if any, will depend on
our future results and nancial conditions.
Under the Finnish Companies Act, we may
distribute retained earnings on our shares
only upon a shareholders’ resolution and
subject to limited exceptions in the amount
proposed by the Board. The amount of any
distribution is limited to the amount of
distributable earnings of the parent company
pursuant to the last accounts approved by our
shareholders, taking into account the material
changes in the nancial situation of the
company after the end of the last nancial
period and a statutory requirement that the
distribution of earnings must not result in
insolvency of the company. Subject to
exceptions relating to the right of minority
shareholders to request a certain minimum
distribution, the distribution may not exceed
the amount proposed by the Board.
In 2014, under the authorization held by the
Board, Nokia transferred a total of 2 570 499
Nokia shares held by it as settlement under
Nokia equity plans to the plan participants
and personnel of the Nokia Group, including
certain Nokia Group Leadership Team
members. The shares were transferred free of
charge and the amount of shares represented
approximately 0.07% of the total number
of shares and voting rights on December 31,
2014. The issuance of shares did not have
any signicant eect on the relative holdings
of the other Nokia shareholders nor on their
voting rights.
Information on the authorizations held by
the Board in 2014 to issue shares and special
rights entitling to shares, transfer shares and
repurchase own shares, as well as information
on related party transactions, the
shareholders, stock options, shareholders’
equity per share, dividend yield, price
per earnings ratio, share prices, market
capitalization, share turnover and average
number of shares are available in the
“Compensation of the Board of Directors
and the Nokia Group Leadership Team”,
“Financial Statements” and “General facts on
Nokia—Shares and shareholders” sections.