Thread: Let's get back to some basics; Agenda for Nokia meeting
NOKIA
(Public limited company incorporated in the Republic of
Finland)
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given to the shareholders of Nokia
Corporation (the "Company") of the Extraordinary General
Meeting to be held on Monday, December 13, 1999 at
3:00 p.m. at Marina Congress Center, Congress Hall
Europaea, Katajanokanlaituri 6, Helsinki, Finland.
Registration of the persons who have given a prior notice
to attend will commence at 2:00 p.m. local time.
The following matters will be on the agenda of the Meeting:
1.Proposal by the Board of Directors to reduce
the share capital through cancellation of shares
held by Nokia Corporation
The Board of Directors proposes that the
Extraordinary General Meeting resolves to reduce
the share capital of the Company by EUR
15,427,364.16 through cancellation of 64,280,684
Nokia shares held by the Company. The share
capital is proposed to be reduced by transferring the
nominal value of the shares to be cancelled, i.e. EUR
15,427,364.16, to the share issue premium.
As a result of the reduction, the share capital of the
Company will amount to EUR 275,870,824.80 and
the total number of shares will amount to
1,149,461,770 shares.
The restricted capital of the Company will not be
reduced as a result of the proposed reduction of the
share capital, but the retained earnings will be
diminished. Cancellation of shares concerns only
shares held by the Company and it will have no
significant effect on the distribution of shareholdings
and voting rights of the other shareholders of the
Company.
2.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 authorizes the Board
to resolve to repurchase the maximum of
56,000,000 Nokia shares by using funds available
for distribution of profits to the shareholders, after
registration of the resolution taken above.
The shares are proposed to be repurchased either
a) through a tender offer to all the shareholders on
equal terms and at price determined by the Board,
or b) in public trading in which case the shares will
be repurchased at the market price publicly quoted
at the time of repurchase, and in another relation
than that of the shareholdings of the current
shareholders.
The shares may be repurchased in order to develop
the capital structure of the Company, to finance
business acquisitions or other arrangements, to be
disposed in other ways, or to be cancelled.
Repurchases will reduce the Company's
distributable retained earnings.
The authorization is proposed to be effective until
December 13, 2000.
3.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 authorizes the Board
to resolve on disposal of the maximum of
56,000,000 Nokia shares repurchased pursuant to
the resolution taken above.
The resolution includes 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 right to a share subscription.
The shares will be disposed at the market value at
the time of disposal and they may be disposed for a
payment in kind.
The shares may be disposed on terms and to the
extent determined by the Board as consideration in
possible business acquisitions or other
arrangements, or through public trading.
The authorization is proposed to be effective until
December 13, 2000.
4.Proposal by the Board of Directors to sell the
Nokia shares that have not been transferred
into the Book-Entry System
The Board of Directors proposes that the
Extraordinary General Meeting resolves to sell the
maximum of 463,808 Nokia shares that have not
been transferred into the book-entry system, and to
authorize the Board of Directors to take all the
necessary measures to effect the resolution.
Documents
Board's proposals concerning reduction of the share
capital, authorization of the Board to resolve to
repurchase Nokia shares, and authorization of the
Board to resolve to dispose Nokia shares, together
with the documents provided by the Finnish
Companies Act, will be on display as of December
3, 1999 at the Head Office of the Company at Nokia
House, Keilalahdentie 4, Espoo, Finland. Copies of
the documents will be sent to shareholders upon
request to the Shareholders' Registrar of the
Company.
Right to Vote
Shareholders who are registered in the register of
the shareholders of the Company, held by Finnish
Central Securities Depository Ltd, on December 8,
1999 at the latest, and who wish to exercise their
voting rights at the Meeting must give a notice to the
Company of their intention to attend on Wednesday,
December 8, 1999 at 4:00 p.m. local time at the
latest.
A notice may be given to the Shareholders'
Registrar by e-mail to egm99@nokia.com; by letter
to the Shareholders' Registrar, Nokia Corporation,
P.O.Box 226, FlN-00045 Nokia Group, Finland; or
by telefax +358 9 4523 189. A notice can also be
given by telephone +358 9 1807 713 at 10:00 a.m. -
4:00 p.m. local time. A written notice by e-mail,
telefax or mail should arrive on December 8, 1999 at
4:00 p.m. local time at the latest. Possible powers of
attorney, on the basis of which an attorney wishes to
represent a shareholder or several shareholders at
the Meeting, are requested similarly to be delivered
to the Shareholders' Registrar on December 8,
1999, at 4:00 p.m. local time at the latest.
Espoo, October 21, 1999
BOARD OF DIRECTORS |
