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NOKIA EXTENDS ITS BONUS ARRANGEMENTS
February 13, 1997
A global bonus plan
The Board of Nokia Corporation has decided that a Global Bonus Plan, covering all Nokia personnel not receiving bonds with warrants will be applied in Nokia Group as of 1997. In the Global Bonus Plan bonuses will be tied to Nokiaīs earnings per share (EPS) development. The minimum bonus payout - 2.5% of the annual salary - will be achieved when Nokiaīs EPS growth is 20% and the bonus will grow gradually, reaching its maximum of 5% of the annual salary when the EPS growth is 35% or more.
Bonds with warrants to key personnel
Nokiaīs Board of Directors will propose to the AGM on March 25 that bonds with warrants in the maximum aggregate amount of FIM 2 375 000 will be offered to the key personnel as part of Nokiaīs rewarding systems. The Board proposes that the pre-emptive subscription right would be disapplied since the bonds are part of an incentive scheme for the Nokia Group key personnel totaling approximately 1 700 persons globally. The term of the bonds is proposed to be three years with no interest paid.
According to the Boardīs proposal, the A, B and C warrants pertaining to the bonds confer the right to subscribe to a maximum number of 9 500 000 new A shares, each with the nominal value of FIM 5 (five), during the period of December 1, 1997 - January 31, 2003. The maximum number of new A shares represents 3.1% of the total share capital. The subscription price of the shares is proposed to be the trade volume weighted average price of the A share in the Helsinki Stock Exchange during the five trading days preceding the Annual General Meeting.
Other Board proposals
The Finnish Parliament having passed an amendment to the Companies Act, the Board has also decided to propose to the Annual General Meeting a change in the Company Form and an amendment to the Articles of Association (the By-laws). According to the Boardīs proposal, the company form be changed into a public limited liability company. To indicate the change, the name Nokia shall be amended so that the abbreviation Oyj in Finnish and Abp in Swedish, be added to the name. In English the name remains to be Nokia Corporation.
The Board has also decided to propose that the provision concerning the object of the company be amended to reflect Nokiaīs current main areas of business activity, and that the period for the notice of the Annual General Meeting be extended.
In addition, the Board has decided to propose to the Annual General Meeting that the Nokia Corporation Foundationīs capital be increased from FIM 10 million to FIM 20 million.
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