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The Nokia Board to convene an Extraordinary General Meeting
October 21, 1999
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.
Contact 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
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