Nokia Warrants Exercised for Share Subscription
NOKIA CORPORATION
21 October 1999
Nokia warrants exercised for share subscription
A total of 115,608 Nokia shares were subscribed for after the
previous increase in the share capital was registered on
September 16, 1999. The shares were subscribed for with the
warrants attached to the bond loans issued to the key personnel
of Nokia. With the warrants of the 1995 bond loan 45,200 shares
and with the warrants of the 1997 bond loan 70,408 shares. The
issue of these bond loans was approved by the Annual General
Meetings of March 30, 1995 and March 25, 1997, respectively.
The corresponding increase in the share capital, in total EUR
27,745.92 was registered in the Finnish Trade Register on
October 21, 1999. As a result of the increase, the share capital
of Nokia is now EUR 291,298,188.96 and the total number of
shares is 1,213,742,454. Nokia received as additional
shareholders' equity in total EUR 1,228,144.23.
The holders of the new shares are entitled to all shareholders'
rights from the registration date. The new shares are listed at
the Helsinki Exchanges together with the old shares on October
22, 1999. Listing of the shares will also be applied for at the
Frankfurt, London, New York, Paris and Stockholm Stock
Exchanges.
The subscription for shares with the Nokia 1995 and 1997 bond
loans with warrants began in December 1997.
Further information:
Nokia, Corporate Communications, tel. +358 9 1807 485
www.nokia.com
THE NOKIA BOARD TO CONVENE AN EXTRAORDINARY GENERAL MEETING
The Board of Directors of Nokia have decided to convene an
Extraordinary General Meeting to be held on December 13, 1999. The
Board proposes that the share capital of the company be reduced by
cancelling shares received in conjunction with the merger of
Nokiterra Oy and Nokia Corporation. The Board also proposes that
the Extraordinary General Meeting authorize the Board to
repurchase a maximum of 56 million shares, and further authorize
the Board to resolve the disposal of these shares. It is proposed
that the authorizations be effective for one year as of the
resolution of the Extraordinary General Meeting. Finally, the
Board proposes that Nokia shares that have not been entered into
the book-entry system will be sold.
Proposal to reduce share capital through cancellation of shares
held by Nokia
Nokiterra, a wholly owned subsidiary of Nokia Corporation, merged
into Nokia Corporation on August 25, 1999. As a result, Nokia
Corporation became a holder of 64 280 684 Nokia shares,
corresponding to 5.3% of the total number of shares and the votes
related thereto.
The Board of Directors proposes that the share capital be reduced
by EUR 15,427,364.16 through the cancellation of shares, and the
corresponding amount to be transferred from the share capital to
the share issue premium. As a result, the share capital of the
company will be reduced from EUR 291,298,188.96 to 275,870,824.80
and the number of shares from 1,213,742,454 to 1,149,461,770
shares.
The reduction in the share capital will not have any significant
effect on the division of the holdings of the other shareholders
of the company or on the division of the voting powers among them
as the shares to be cancelled are held by the company.
Cancellation of the shares makes it possible to repurchase Nokia
shares.
Authorization to resolve to repurchase Nokia shares
The Board of Directors proposes that the Extraordinary General
Meeting authorize the Board to resolve to repurchase a maximum
number of 56 million Nokia shares by using funds available for
distribution of profits. The shares may be repurchased in order to
further develop the capital structure of the company, to finance
business acquisitions or other arrangements, to be disposed in
other ways, or to be cancelled. The shares could be repurchased
either through a tender offer made to all shareholders or through
public trading. It is proposed that the authorization be effective
for one year as of the resolution of the Extraordinary General
Meeting, i.e. until December 13, 2000.
Repurchases would reduce the company's distributable retained
earnings in the shareholders equity. As the maximum number of
shares proposed to be repurchased is less than 5% of the total
number of shares and the voting rights related thereto, the
repurchase would not have any significant effect on the division
of the other shareholders' holdings or on the division of the
voting powers among them.
Authorization to resolve disposal of Nokia shares
The Board of Directors proposes that the Extraordinary General
Meeting authorize the Board to resolve to dispose on one or
several occasions the maximum of 56 million Nokia shares
repurchased after December 13, 1999. The shares may be disposed in
connection with business acquisitions or other arrangements on
terms determined by the Board, or otherwise disposed through
public trading. It is proposed that the authorization be effective
for one year as of the resolution of the Extraordinary General
Meeting, i.e. until December 13, 2000.
Proposal to sell Nokia shares that have not been transferred into
the book-entry system
The shares of Nokia Corporation have been incorporated into the
book-entry system since October 2, 1992. An omnibus account has
been opened for the benefit of the shareholders that have not
disposed their share certificates to the book-entry register.The
number of shares currently held on the account is 463,808 shares,
which is less than 1 per mille of the total number of shares
issued by the company. The Board proposes that the Extraordinary
General Meeting will authorize the Board to start the procedure to
sell the shares for the benefit of their owners.
Further information:
The proposals by the Board to Directors are available from Nokia
Corporate Communications,
tel. +358 9 1087 459, fax +358 9 652 409 or by email :
communications.corporate@nokia.com
www.nokia.com
PROPOSAL BY THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL
THROUGH CANCELLATION OF SHARES HELD BY NOKIA CORPORATION
Nokiterra Oy, a wholly owned subsidiary of Nokia Corporation, has
merged into the Company with the effective date of August 25,
1999. As a result of the merger, Nokia Corporation has become a
holder of 64,280,684 Nokia shares, corresponding to 5.3 % of the
total number of shares issued by Nokia and of the votes related
thereto.
The Board of Directors proposes that the share capital be reduced
by EUR 15,427,364.16 which amount will be transferred from the
share capital to the share issue premium. The reduction will be
effected through cancellation without consideration of the
64,280,684 shares received by the Company.
As a result of the reduction, the share capital of the Company
will be reduced from EUR 291,298,188.96 to EUR 275,870,824.80 and
the total number of shares will be reduced from 1,213,742,454
shares to 1,149,461,770 shares. As a result of the reduction, the
restricted capital of the company will not be reduced but the
retained earnings will be diminished by the acquisition price of
the shares to be cancelled, i.e. EUR 3,435,269,906.47.
The purpose of the reduction of the share capital is to cancel the
above mentioned shares and thus the cancellation concerns solely
shares held by the Company. The reduction of the share capital
will have no significant effect on the division of the holdings of
the other shareholders of the Company or of the voting powers
among them since the shares to be cancelled are held by the
Company.
The reduction of the share capital will have no effect on the
stock options issued by the Company, or on the rights related
thereto.
The aggregate amount of shares held on October 18, 1999 by the
persons belonging to the category referred to in the Companies
Act, Chapter 1, Section 4, Paragraph 1, together with the shares
they are entitled to subscribe for on the basis of existing stock
options, corresponds to approximately 1.2 % of the share capital
of the Company and approximately 1.3 % of the voting rights
related thereto. After the proposed reduction of the share capital
the corresponding figures are approximately 1.3 % of the share
capital and approximately 1.3 % of the voting rights.
Espoo, October 21, 1999
The Board of Directors
PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORIZE
THE BOARD OF DIRECTORS TO RESOLVE TO REPURCHASE NOKIA SHARES
The Board of Directors proposes that the Extraordinary General
Meeting will authorize the Board of Directors to resolve to
repurchase Nokia shares by using funds available for distribution
of profits.
The shares may be repurchased under the proposed authorization in
order to further develop the capital structure of the Company, to
finance business acquisitions or other arrangements, to be
disposed in other ways, or to be cancelled.
The authorization is proposed to concern the maximum of 56,000,000
shares, which is less than 5 % of the total number of shares
issued by the Company. The authorization is proposed to concern
repurchases of Nokia shares as resolved by the Board either
a) through a tender offer made to all the shareholders with equal
terms determined by the Board of Directors, in relation to the
holdings of the shareholders, and for an equal price determined by
the Board of Directors; or
b) in public trading through exchanges the rules of which entitle
companies to trade with their own shares. In this case the shares
will be repurchased at the market price publicly quoted at the
time of the repurchase and in another relation than that of the
shareholdings of the current shareholders. The repurchase price
will be paid to the sellers of the shares within the time period
determined by the rules of the respective exchange and other
applicable regulations such as, e.g. the Rules of the Finnish
Central Securities Depository Ltd.
Repurchases will reduce the Company's distributable retained
earnings.
As the maximum number of shares to be repurchased pursuant to the
proposed authorization is less than 5 % of the total number of
shares and the voting rights related thereto, the repurchase will
have no significant effect on the division of the holdings of the
other shareholders of the Company or of the voting powers among
them.
The aggregate amount of shares held on October 18, 1999 by the
persons belonging to the category referred to in the Companies
Act, Chapter 1, Section 4, Paragraph 1, together with the shares
they are entitled to subscribe for on the basis of existing stock
options, corresponds to approximately 1.2 % of the share capital
of the Company and approximately 1.3 % of the voting rights
related thereto. If the holdings of these persons remain unchanged
during the authorization and the Company repurchases the maximum
number of the authorization, i.e. 56,000,000 shares, and the
proposal by the Board of Directors to reduce the share capital is
approved, the corresponding figures will after the repurchase be
approximately 1.3 % of all the share capital and approximately 1.3
% of all the voting rights.
It is proposed that the authorization be effective for a period of
one year as of the resolution of the Extraordinary General
Meeting, i.e. until December 13, 2000.
Espoo, October 21, 1999
The Board of Directors
PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORIZE
THE BOARD OF DIRECTORS TO RESOLVE ON DISPOSAL OF NOKIA SHARES
The Board of Directors proposes that the Extraordinary General
Meeting will authorize the Board of Directors to resolve to
dispose in one or several occasions the maximum of 56,000,000
Nokia shares repurchased after December 13, 1999. The amount of
shares subject to the authorization corresponds to less than 5 %
of the total number of shares and the voting rights related
thereto.
The resolution is proposed to include the authority to resolve to
whom and in which way the shares are disposed as well as the
authority to resolve to dispose the shares in another relation
than that of the shareholders' pre-emptive rights to the share
subscription provided that from the Company's perspective
important financial grounds exist. The authorization is not
proposed to include disposal of shares to the benefit of persons
belonging to the category referred to in the Companies Act,
Chapter 1, Section 4, Paragraph 1.
The shares may be disposed as consideration in connection with
business acquisitions or other arrangements on terms and to the
extent determined by the Board of Directors. Business acquisitions
or other arrangements may be regarded from the Company's
perspective as important financial grounds to deviate from the
shareholders' pre-emptive rights to the share subscription. It is
also proposed that the shares may otherwise be disposed in public
trading through exchanges the rules of which entitle companies to
trade with their own shares.
The authorization is proposed to concern disposal of shares at the
market value determined in public trading. The resolution is also
proposed to concern an authorization to decide on disposal of
Nokia shares for a payment in kind.
It is proposed that the authorization be effective for a period of
one year as of the resolution of the Extraordinary General
Meeting, i.e. until December 13, 2000.
Espoo, October 21, 1999
The Board of Directors
PROPOSAL BY THE BOARD OF DIRECTORS TO SELL THE NOKIA SHARES THAT
HAVE NOT BEEN TRANSFERRED INTO THE BOOK-ENTRY SYSTEM
The shares of Nokia Corporation have been incorporated into the
book-entry system since October 2, 1992. An omnibus account has
been opened to the benefit of the shareholders that have not
disposed their share certificates to the book-entry register for
recording of their shareholding. The number of shares currently
held on that account is 463,808 shares, which is less than 1 % of
the total number of shares issued by the Company. As the waiting
period provided by law has come to an end, the Company may start
the procedure to sell the shares to the benefit of their owners.
The Board of Directors proposes that the Extraordinary General
Meeting resolve to sell the before mentioned, at the maximum,
463,808 Nokia shares to the benefit of their owners, and to
authorize the Board of Directors of the Company to take all the
necessary measures relating to the procedure to sell such shares
and to transfer the shares, to deposit and transfer the funds
received for the selling as provided in the Companies Act and
other applicable laws and regulations.
Espoo, October 21, 1999
The Board of directors
Nokia's 1999 Stock Option plan extended
to almost 5 000 employees in 50 countries
In March 1999, Nokia's Annual General Meeting approved the Nokia
1999 global stock option plan and its terms. Under the plan Nokia
will issue a maximum of 36 million new shares, and the plan
consists of three groups of stock options marked A, B and C. The
subscription price per share for the 12 million A stock options
will be EUR 67.55 with the subscription period starting on April
1, 2001. The price is based on the trade volume weighted average
price of the Nokia share on the Helsinki Exchanges during five
trading days in March 1999.
The subscription price for the B and C stock options will be
similarily determined, according to the terms, in March 2000 and
2001, respectively. The exercise period for B stock options will
start on April 1, 2002 and for C stock options on April 1, 2003.
Pursuant to the subscription of all shares, the share capital of
Nokia will be increased by EUR 8 640 000.
Nokia has now offered 1999 stock options to almost 5 000 of its
key employees in 50 countries. The earlier stock option plans were
established in 1994 for approximately 50 employees, in 1995 for
approximately 350 employees and in 1997 for approximately 2 000
employees.
Further information:
Nokia Corporate Communications
Tel. +358 9 1807 495
Fax +358 9 652 409
email: communications.corporate@nokia.com
www.nokia.com
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