Nokia 2015 Annual Report Download - page 165

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Financial statements
NOKIA IN 2015
In 2015 and until October 2015, due to the bondholders exercising their conversion rights, a total of 40 983 Nokia shares were subscribed for
and issued in deviation from the pre-emptive subscription right of the shareholders under the authorization held by the Board of Directors.
On October 8, 2015, the Group announced that it had decided to exercise its option to redeem the EUR 750 million convertible bond on
November 26, 2015 at the principal amount outstanding plus accrued interest. Prior to the redemption, the bondholders had the option to
convert their convertible bonds into Nokia shares at a conversion price of EUR 2.39. Due to the bondholders using their conversion right, a total
of 313 640 153 Nokia shares were subscribed for and issued in deviation from the pre-emptive subscription right of the shareholders under
theauthorization held by the Board of Directors. On the redemption date, November 26, 2015, the outstanding amount of convertible bonds,
EUR 200 000, was redeemed at their principal amount plus accrued unpaid interest.
At December31, 2015, 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 June17, 2014, the shareholders authorized the Board of Directors to repurchase a maximum of
370million Nokia shares. The amount corresponds to less than 10% of the total number of Nokia shares. The shares may be repurchased in
order to develop the capital structure of the Parent Company and are expected to be cancelled. In addition, the shares may be repurchased
inorder to nance or carry out acquisitions or other arrangements, to settle the Parent Company’s equity-based incentive plans, or to be
transferred for other purposes. 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 repurchase a maximum of
365 million shares. The amount corresponds to less than 10% of the total number of Parent Company’s shares. The shares may be repurchased
in order to optimize the capital structure of the Parent Company, to nance or carry out acquisitions or other arrangements, to settle the
ParentCompany’s equity-based incentive plans or to be transferred for other purposes. The authorization is eective until November 5, 2016.
25. Share-based payment
The Group has several equity-based incentive programs for employees. The plans include performance share plans, restricted share plans,
employee share purchase plans, and stock option plans. Both executives and employees participate in these programs. The global equity-based
incentive programs are oered to employees of Nokia Networks (from 2014), Nokia Technologies and Group Common Functions. The global
equity-based incentive programs were oered to the employees of HERE until 2015 and Devices & Services until 2013. The equity-based
incentive grants are generally conditional on continued employment as well as the fulllment of the performance, service and other conditions
determined in the relevant plan rules. The share-based payment expense for all equity-based incentive grants for Continuing operations
amounts to EUR 67 million (EUR 53 million in 2014 and EUR 37 million in 2013). The share-based payment expense for allequity-based incentive
grants related to Discontinued operations is EUR 10 million (EUR 20 million for 2014 and EUR 20 million in 2013). In 2015, at the closing date
ofthe Sale of the HERE Business, all unvested equity grants held by HERE employees were forfeited. In 2015, the share-based payment
expense for Discontinued operations includes a separately agreed liability for the cash settlement of HERE equity grants that were to vest
inJanuary 2016.
Performance shares
In 2015, the Group administered four global performance share plans, the Performance Share Plans of 2012, 2013, 2014 and 2015. The
performance shares represent a commitment by the Group to deliver Nokia shares to employees at a future point in time, subject to the
fulllment of predetermined performance criteria. In the Performance Share Plan of 2015, performance shares were granted with dened
performance criteria and included a minimum payout amount guarantee. As a result of the minimum payout amount dened in the terms
andconditions of the 2015 Plan, at the end of the performance period, the number of shares to be settled following the restriction period will
start at a minimum of 50% of the granted amount at threshold. The threshold number of performance shares at threshold is the amount of
performance shares granted to an individual that will be settled if the threshold performance with respect to one performance criterion is
achieved. Any additional payout beyond the minimum amount will be determined based on the nancial performance against the established
performance criteria during the two-year performance period. At maximum performance, the settlement amounts to four times the amount
atthreshold.