Nokia 2015 Annual Report Download - page 117

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General facts on Nokia
NOKIA IN 2015
As far as we know, Nokia is not directly or indirectly owned or controlled by any other corporation or any government, and there are no
arrangements that may result in a change of control of Nokia.
Shares and stock options owned by the members of the Board and the Nokia Group Leadership Team
As of December 31, 2015, members of the Board and the Group Leadership Team owned an aggregate of 1 644 222 shares which represented
approximately 0.04% of the aggregate number of shares and voting rights. They also owned stock options which, if exercised in full, including
both exercisable and non-exercisable stock options, would be exercisable for an additional 565 000 shares representing approximately 0.01%
of the total number of shares and voting rights at December 31, 2015.
Authorizations
Authorizations to issue shares and special rights entitling to shares
At the Annual General Meeting held on May 5, 2015, Nokia shareholders authorized the Board to issue a maximum of 730 million shares through
one or more issues of shares or special rights entitling to shares. The Board 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 entitling
to shares, including issuance in deviation from the shareholders’ pre-emptive rights. The authorization may be used to develop the Company’s
capital structure, diversify the shareholder base, nance 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 eective until November 5, 2016.
At the Extraordinary General Meeting held on December 2, 2015, Nokia shareholders authorized the Board to issue, in deviation from the
shareholders’ pre-emptive right, a maximum of 2 100 million shares through one or more issues of shares. The authorization includes the right
for the Board to resolve on all the terms and conditions of such issuances of shares. The authorization may be used to issue Nokia shares to the
holders of Alcatel Lucent shares, American depositary shares and convertible bonds as well as to beneciaries of Alcatel Lucent employee equity
compensation arrangements for the purpose of implementing the transaction with Alcatel Lucent, including the consummation of the public
exchange oer for all outstanding Alcatel Lucent securities made to Alcatel Lucent shareholders as well as other transactions contemplated by
the memorandum of understanding between Nokia and Alcatel Lucent, and / or otherwise to eect the combination of Nokia and Alcatel Lucent.
The authorization is eective until December 2, 2020.
As of December 31, 2015, the Board had no other authorizations to issue shares, convertible bonds, warrants or stock options.
Authorization to repurchase shares
At the Annual General Meeting held on May 5, 2015, Nokia shareholders authorized the Board to repurchase a maximum of 365 million Nokia
shares. The amount corresponds to less than 10% of the total number of Company’s shares. The shares may be repurchased in order to
optimize the capital structure of the Company, in order to 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 authorization is eective until November 5, 2016.
Period
Total number of
shares purchased
Average euro price
paid per share
Total number of shares
purchased as part of
publicly announced plans
or programs(1)
Maximum value
of shares that may yet
be purchased under the
plans or programs, EUR
January 728 384 6.86 728 384 818 280 207
February 13 175 547 6.96 13 175 547 726 566 079
March 10 612 158 7.23 10 612 158 649 823 340
April – – – –
May – – – –
June – – – –
July – – – –
August – – – –
September – – – –
October – – – –
November – – – –
December – – – –
Total 24 516 089 7.07 24 516 089 –
(1) EUR 1.25 billion share repurchase program was announced in conjunction with the capital structure optimization program in April, 2014. The share repurchase program was suspended in conjunction
with the announcement of Nokia’s intention to combine with Alcatel Lucent in April, 2015.