Nokia 2015 Annual Report Download - page 164

162 NOKIA IN 2015
Notes to consolidated nancial statements continued
24. Shares of the Parent Company
Shares and share capital
Nokia Corporation (“Parent Company”) has one class of shares. Each share entitles the holder to one vote at General Meetings. At December31,
2015, the share capital of Nokia Corporation is EUR 245 896 461.96 and the total number of shares issued is 3 992 863 716. At December31,
2015, the total number of shares includes 53 668 695 shares owned by Group companies representing 1.3% of share capital and total voting
rights. Under the Nokia Articles of Association, Nokia Corporation does not have minimum or maximum share capital or share par value.
On February 4, 2015, the Parent Company cancelled 66 903 682 shares.
In 2015, under the authorization held by the Board of Directors and in line with the capital structure optimization program, the Parent Company
repurchased 24 516 089 shares representing approximately 0.6% of share capital and total voting rights. 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.
On January 7, 2016, in connection with the transaction with Alcatel Lucent, the Parent Company issued, under the authorization granted to the
Board of Directors in the Extraordinary General Meeting held on December 2, 2015, a total of 1 455 678 563 new Nokia shares as consideration
for the Alcatel Lucent securities tendered into the initial Public Exchange Oers made in France and the United States. On February 12, 2016,
after the oers were reopened and settled in France and the United States, the Parent Company issued, under the authorization granted to the
Board of Directors in the Extraordinary General Meeting held on December 2, 2015, a total of 320 701 193 new Nokia shares as consideration
for the Alcatel Lucent securities tendered into the reopened Public Exchange Oers.
Authorizations
Authorization to issue shares and special rights entitling to shares
At the Annual General Meeting held on June17, 2014, the shareholders authorized the Board of Directors to issue a maximum of
740million shares through one or more issues of shares or special rights entitling to shares. The Board of Directors may issue either new shares
or shares held by the Parent Company. The authorization includes the right for the Board of Directors to resolve on all the terms and conditions
of such share and special rights issuances, including issuance in deviation from the shareholders’ pre-emptive rights. The authorization may be
used to develop the Parent Company’s capital structure, diversify the shareholder base, 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 of Directors. Theauthorization that
would have been eective until December 17, 2015 was terminated by the resolution of the Annual General Meeting onMay 5, 2015.
At the Annual General Meeting held on May 5, 2015, the shareholders authorized the Board of Directors to issue a maximum of
730 million shares through one or more issues of shares or special rights entitling to shares. The Board of Directors may issue either new shares
or shares held by the Parent Company. The authorization includes the right for the Board of Directors to resolve on all the terms and conditions
of such share and special rights issuances, including issuance in deviation from the shareholders’ pre-emptive rights. The authorization may be
used to develop the Parent Company’s capital structure, diversify the shareholder base, 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 of Directors. The authorization is
eective until November 5, 2016.
At the Extraordinary General Meeting held on December 2, 2015, the shareholders authorized the Board of Directors to issue, in deviation
fromthe shareholders’ pre-emptive right, a maximum of 2 100 million shares through one or more share issues. The authorization includes
theright for the Board of Directors to resolve on all the terms and conditions of such share issuances. The authorization may be used to issue
Parent Company 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ers made to Alcatel Lucent shareholders as well as other transactions contemplated by the
memorandum of understanding between the Group and Alcatel Lucent, and/or otherwise to eect the combination of the Group and
AlcatelLucent. Theauthorization is eective until December 2, 2020.
In 2015, the Parent Company issued 1 042 016 new shares following the holders of stock options issued in 2011 and 2012 exercising
theiroptions.
On October26, 2012, the Group issued a EUR 750million convertible bond based on an authorization to issue shares and special rights entitling
to shares, granted by the Annual General Meeting on May6, 2010 and terminated by a resolution in the Annual General Meeting on May7, 2013.
The bonds had a ve-year maturity and a 5.0%per annum coupon payable semi annually. The initial conversion price was EUR2.6116, which
was adjusted to EUR 2.44per share on June18, 2014 due to the distribution of ordinary and special dividends, as resolved bythe Annual General
Meeting on June17, 2014. The conversion price was further adjusted to EUR 2.39 per share on May 6, 2015 due to the distribution of ordinary
dividends, as resolved by the Annual General Meeting on May 5, 2015. The right to convert the bonds into shares commenced on December 6,
2012 and ends on October 18, 2017. Bond terms and conditions require conversion price adjustments following dividend distributions.