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Nokia (NOK) Seeks Approval for 370M Buyback Plan at AGM

January 30, 2013 6:12 AM EST Send to a Friend
Nokia Corp. (NYSE: NOK) issued the following statements with its annual general meeting filing today:

15. Authorizing the Board of Directors to resolve to repurchase the Company's own shares

The Board proposes that the Annual General Meeting authorize the Board to resolve to repurchase a maximum of 370 million Nokia shares by using funds in the unrestricted shareholders' equity. Repurchases will reduce funds available for distribution of profits. The shares may be repurchased in order to develop the capital structure of the Company, finance or carry out acquisitions or other arrangements, settle the Company's equity-based incentive plans, be transferred for other purposes, or be cancelled.

The shares may be repurchased either

a) through a tender offer made to all the shareholders on equal terms; or
b) in marketplaces by repurchasing the shares in another proportion than that of the current shareholders.

It is proposed that the authorization be effective until June 30, 2014 and terminate the corresponding authorization granted by the Annual General Meeting on May 3, 2012.

16. Authorization to the Board of Directors to resolve on the issuance of shares and special rights entitling to shares

The Board proposes that the Annual General Meeting authorize the Board to resolve to issue in total a maximum of 740 million shares through issuance of shares or special rights entitling to shares (including stock options) under Chapter 10, Section 1 of the Finnish Companies Act in one or more issues during the effective period of the authorization. The Board may issue either new shares or shares held by the Company.

The Board proposes that the authorization may be used to develop the Company's capital structure, diversify the shareholder base, finance or carry out acquisitions or other arrangements, settle the Company's equity-based incentive plans, or for other purposes resolved by the Board.

It is proposed that the authorization includes the right for the Board to resolve on all the terms and conditions of the issuance of shares and such special rights, including to whom shares or special rights may be issued as well as the consideration to be paid. The authorization thereby includes the right to deviate from the shareholders' pre-emptive rights within the limits set by law.

It is proposed that the authorization be effective until June 30, 2016 and terminate the corresponding authorization granted by the Annual General Meeting on May 6, 2010.

The full filing can be seen here.




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