Nokia Corporation
13 December 1999
Nokia Extraordinary General Meeting
The Extraordinary General Meeting of Nokia Corporation approved
the Board of Directors' proposals to reduce the share capital, to
authorize the Board to resolve to repurchase and dispose Nokia
shares, and to sell Nokia shares that have not been transferred
into the book-entry system.
The Extraordinary General Meeting of Nokia Corporation held on
December 13, 1999 approved to reduce the share capital of the
Company by EUR 15,427,364.16. Nokiterra Oy, a wholly owned
subsidiary of Nokia Corporation, was merged into the Company,
effective as of August 25, 1999. As a result of the merger, Nokia
Corporation became the 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 reduction will be
effected through cancellation without consideration of the shares
received by the Company. As a result of the reduction, the share
capital of the Company will be reduced to EUR 275,870,824.80 and
the total number of shares will be reduced to 1,149,461,770
shares. Also 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 Extraordinary General Meeting authorized 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, or to be disposed in other
ways, or to be cancelled. The authorization concerns the maximum
of 56 million shares, which is less than 5% of the total number of
shares issued by the Company. Furthermore, the General Meeting
authorized the Board of Directors to resolve, according to and
considering the above decision, the repurchase of the Nokia shares
to be disposed depart from the shareholders option for
subscription right. The authorizations are effective for a period
of one year as of the resolution of the Extraordinary General
Meeting, i.e. until December 13, 2000.
The Extraordinary General Meeting also resolved to sell the
maximum of 416,672 Nokia shares to the benefit of the shareholders
that have not disposed their share certificates to the book-entry
register for recording of their shareholding. The Board of
Directors of the Company was authorized the to take all the
necessary measures relating to the procedure. The number of shares
is approximately 0.03% of the total number of shares issued by the
Company. The shares of Nokia Corporation have been incorporated
into the book-entry system since October 2, 1992.
Further information:
Nokia Corporate Communications
Tel. + 358 9 1807 406
Fax + 358 9 652 409
Email: communications.corporate@nokia.com
www.nokia.com
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