Nokia 2007 Annual Report Download - page 190

21. The shares of the Parent Company (Continued)
To align the Articles of Association of Nokia with the new Finnish Companies Act, effective as from
September 1, 2006, the Annual General Meeting held on May 3, 2007 amended the Articles of
Association of Nokia to the effect that the provisions on minimum and maximum share capital as
well as on the par value of a share were removed.
Authorizations
Authorization to increase the share capital
The Board of Directors had been authorized by Nokia shareholders at the Annual General Meeting held
on March 30, 2006 to decide on an increase of the share capital by a maximum of EUR 48 540 000
offering a maximum of 809 000 000 new shares. In 2007, the Board of Directors did not increase the
share capital on the basis of this authorization. The authorization expired on March 30, 2007.
At the Annual General Meeting held on May 3, 2007, Nokia shareholders authorized the Board of
Directors to issue a maximum of 800 000 000 new shares through one or more issues of shares or
special rights entitling to shares, including stock options. The Board of Directors 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, including to whom the
shares and the special rights may be issued. In 2007, the Board of Directors did not increase the
share capital on the basis of this authorization. The authorization is effective until June 30, 2010.
At the end of 2007, 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 March 30, 2006, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 405 million Nokia shares. In 2007, Nokia repurchased
45 220 000 Nokia shares on the basis of this authorization. The authorization expired on March 30,
2007.
At the Annual General Meeting held on May 3, 2007, Nokia shareholders authorized the Board of
Directors to repurchase a maximum of 380 million Nokia shares by using funds in the unrestricted
shareholders’ equity. The amount of shares corresponds to less than 10% of all shares of the
company. In 2007, Nokia repurchased a total of 135 370 000 shares under this buyback
authorization, as a result of which the unused authorization amounted to 244 630 000 shares on
December 31, 2007. The shares may be repurchased under the buyback authorization in order to
carry out the company’s stock repurchase plan. In addition, shares may be repurchased in order to
develop the capital structure of the company, to finance or carry out acquisitions or other
arrangements, to settle the company’s equitybased incentive plans, to be transferred for other
purposes, or to be cancelled. This authorization is effective until June 30, 2008.
Authorizations proposed to the Annual General Meeting 2008
The Board of Directors will propose to the Annual General Meeting that the Annual General Meeting
authorize the Board of Directors to repurchase a maximum of 370 000 000 Nokia shares by using
funds in the unrestricted shareholders’ equity. The proposed amount of shares corresponds to less
than 10% of all shares of the company. It is proposed that the authorization be effective until June 30,
2009.
22. Sharebased payment
The Group has several equitybased incentive programs for employees. The programs include
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Notes to the Consolidated Financial Statements (Continued)