The Board of Directors of Nokia will propose to the Annual General Meeting to be held on March 22, 2000 some amendments to the Articles of Association. Moreover, the Board will propose renewal of the authorizations to effect share issues, repurchases of Nokia shares and disposals of Nokia shares.
Proposed amendments to the Articles of Association
The Board will propose that the nominal value of the share be split into four and amended to 6 cents. Furthermore, the Board proposes that the Articles of Association be amended so that the Company has only one ordinary auditor, which is an audit firm approved of by the Finnish Central Chamber of Commerce and the term of which is the fiscal year.
Authorization of the Board to issue new shares
The Board will propose to the Annual General Meeting that the authorization to increase the share capital by a maximum of 28,8 million euros given by the Annual General Meeting held on March 17, 1999 be renewed. A maximum of 480 million new shares each with a nominal value of 6 cents may be issued pursuant to the authorization and they may be used to finance business acquisitions or other arrangements.
Authorization of the Board to repurchase Nokia shares
The Board will propose that the authorization to repurchase Nokia shares given by the Extraordinary General Meeting held on December 13, 1999 be repealed and replaced by a corresponding authorization to be given by the Annual General Meeting. The authorization is proposed to concern the repurchase of a maximum of 224 million shares each with a nominal value of 6 cents and they may be repurchased by using funds available for distribution of profits. The shares may be repurchased 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.
Authorization of the Board to dispose Nokia shares
The Board will propose that the authorization to dispose Nokia shares given by the Extraordinary General Meeting held on December 13, 1999 be repealed and replaced by a corresponding authorization to be given by the Annual General Meeting. The authorization is proposed to concern the disposal of a maximum of 224 million Nokia shares each with a nominal value of 6 cents. The shares may be disposed as consideration in business acquisitions or other arrangements as determined by the Board of Directors, or otherwise in public trading.
It is proposed that all the authorizations are effective until March 22, 2001 at the latest.