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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