Nokia Board of Directors submits proposals to the Annual General Meeting
on March 21, 2001
- Proposal to distribute a dividend of EUR 0.28 per share
- Proposal to grant stock options to key personnel of Nokia
- Renewal of the authorizations of the Board to increase the share capital, to repurchase Nokia shares and to transfer Nokia shares
- Proposal to amend the Articles of Association, and to reduce the share capital through cancellation of Nokia shares held by the Company
Proposal of the Board to distribute dividend
The Nokia Board of Directors will propose to the Annual General Meeting on March 21, 2001, that a dividend of EUR 0.28 per share be paid (EUR 0.20 per share for 1999, split adjusted).
Proposal to grant stock options to key personnel of Nokia
In 2001, one of the earlier stock option plans terminates and under two other plans stock options start to vest. The Board of Directors proposes a new stock option plan in order to create competitive long-term incentives for a continuously growing group of key personnel of Nokia. The Board proposes that key personnel of Nokia be granted a total of 145 million stock options which entitle to subscribe for a total of 145 million shares with a par value of 6 cents, as part of the incentive program of the Group. The share subscription prices pursuant to stock options will be based on the market value of the Nokia share in public trading. The share subscription periods will commence no earlier than July 1, 2002 and terminate no later than March 31, 2008 as determined by the terms and conditions of the Nokia Stock Option Plan 2001.
Authorization of the Board to increase share capital
The Board will propose that the Annual General Meeting authorize the Board to increase the share capital of the Company by issuing new shares, stock options or convertible bonds in one or more issues. The increase of the share capital through issuance of new shares, subscription of shares pursuant to stock options or conversion of convertible bonds into shares, may amount to an aggregate maximum of 54 million euros or 900 million shares, of which a maximum of 2.82 million euros or 47 million shares may result from share subscriptions pursuant to stock options.
The share capital may be increased in deviation from the shareholders' pre-emptive rights to the share subscription, provided that from the Company's perspective important financial grounds exist such as financing or execution of a business acquisition or another arrangement or granting incentives to key personnel.
Authorizations of the Board to repurchase and transfer Nokia shares
The Board will propose that the Annual General Meeting authorize the Board to repurchase a maximum of 225 million Nokia shares by using funds available for distribution of profits. The shares may be repurchased to further develop the capital structure of the Company, to finance or execute business acquisitions or other arrangements, to be disposed in other ways, or to be cancelled.
Furthermore, the Board will propose that it be authorized to resolve to transfer a maximum of 225 million Nokia shares. The shares may be transferred as consideration in connection with business acquisitions or other arrangements or for incentive purposes to key personnel, or in public trading.
It is proposed that the authorizations are effective as of March 23, 2001 until March 23, 2002 at the latest.
Proposal to amend the Articles of Association
The Board will propose that a right for a minimum dividend related to the par value of the share be abolished as the minimum dividend presently amounts to less than 1 eurocent and is thus minor in relation to the market value of the share. Furthermore, the Board proposes an amendment of the Articles of Association to the effect that the Company may hold General Meetings also in Espoo, in addition to Helsinki. Moreover, the Board proposes to take advantage of the recent amendment of law and to amend the Articles of Association to have the last date to give a prior notice of attendance to a General Meeting no more than ten days prior to the Meeting.
Proposal to reduce the share capital through cancellation of Nokia shares held by the Company
The Board will propose that the share capital be reduced by a minimum of EUR 3 662.16 through cancellation of a minimum of 61 036 shares received by the Company in certain ways before the Annual General Meeting 2001. As a result thereof, the shareholders' equity of the Company will not be reduced. The cancellation concerns solely shares held by the Company and will have no effect on the relative holdings of the other shareholders of the Company or on the voting powers among them.
The proposals by the Board of Directors are available from Nokia Corporate Communications, tel.+358 7180 34459,
fax +358 9 652 409 or by email: communications.corporate@nokia.com.
www.nokia.com