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Chamber of Commerce. Corporate Results. Doing Business in Nigeria. Education Knowledge. Employment Generation Programme. Global Market. Investing in Technology. Make in Nigeria. Market Sentiments. Market Updates. Ministry of Finance. Mobile Money and Telcos. Monetary Policy. Mutual Funds. Jurisdiction of incorporation. Keilalahdentie 4, P. Securities registered pursuant to Section 12 g of the Exchange Act: None. Securities for which there is a reporting obligation pursuant to Section 15 d of the Exchange Act: 5. Shares: 3 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule of the Securities Act.
Yes x No o. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 d of the Exchange Act. Yes o No x.
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Indicate by check mark whether the registrant: 1 has filed all reports required to be filed by Section 13 or 15 d of the Exchange Act during the preceding 12 months or for such shorter period that the registrant was required to file such reports , and 2 has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Check one :. Do not check if a smaller reporting company.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:. GAAP o. Other o. Item 17 o Item 18 o.
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If this is an annual report, indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Page ITEM Nokia Corporation is a public limited liability company incorporated under the laws of the Republic of Finland. Nokia Corporation has published its consolidated financial statements in euro for periods beginning on or after January 1, Solely for the convenience of the reader, this annual report contains conversions of selected euro amounts into US dollars at specified rates, or, if not so specified, at the rate of 1.
No representation is made that the amounts have been, could have been or could be converted into US dollars at the rates indicated or at any other rates. Our principal executive office is currently located at Keilalahdentie 4, P. Nokia Corporation furnishes Citibank, N. In addition to the materials delivered to holders of ADRs by the Depositary, holders can access our consolidated financial statements, and other information included in our annual reports and proxy materials, at www.
This annual report on Form F is also available at www. With each annual distribution of our proxy materials, we offer our record holders of ADRs the option of receiving all of these documents electronically in the future. It should be noted that certain statements herein which are not historical facts are forward-looking statements, including, without limitation, those regarding:.
Because they involve risks and uncertainties, actual results may differ materially from the results that we currently expect. Factors that could cause these differences include, but are not limited to:. Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Nokia does not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
PART I. Not applicable. Selected Financial Data. The financial data set forth below at December 31, and and for each of the years in the three-year period ended December 31, have been derived from our audited consolidated financial statements included in Item 18 of this annual report.
Financial data at December 31, , , and and for each of the years in the two-year period ended December 31, have been derived from our previously published audited consolidated financial statements not included in this document. The financial data at December 31, and and for each of the years in the three-year period ended December 31, should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements.
The audited consolidated financial statements from which the selected consolidated financial data set forth below have been derived were prepared in accordance with IFRS. Profit attributable to equity holders of the parent. Earnings per share for profit attributable to equity holders of the parent. Average number of shares millions of shares. Cash and other liquid assets 3.
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Capital and reserves attributable to equity holders of the parent. Net interest-bearing debt 4. Distribution of Earnings. We distribute retained earnings, if any, within the limits set by the Finnish Companies Act. We make and calculate the distribution, if any, either in the form of cash dividends, share buy-backs, or in some other form or a combination of these. There is no specific formula by which the amount of a distribution is determined, although some limits set by law are discussed below. The timing and amount of future distributions of retained earnings, if any, will depend on our future results and financial condition.
The amount of any distribution is limited to the amount of distributable earnings of the parent company pursuant to the last accounts approved by our shareholders, taking into account the material changes in the financial situation of the company after the end of the last financial period and a statutory requirement that the distribution of earnings must not result in insolvency of the company. Subject to exceptions relating to the right of minority shareholders to request for a certain minimum distribution, the distribution may not exceed the amount proposed by the Board of Directors.
Share Buy-backs.
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The amount authorized each year has been at or slightly under the maximum limit provided by the Finnish Companies Act. Nokia has not repurchased any of its own shares since September The Board will propose that the Annual General Meeting convening on May 6, authorize the Board to resolve to repurchase a maximum of million Nokia shares.
The shares may be repurchased either through a tender offer made to all shareholders on equal terms, or through public trading from the stock market. The authorization would be effective until June 30, and terminate the current authorization granted by the Annual General Meeting on April 23, The table below sets forth actual share buy-backs by the Group in respect of each fiscal year indicated.
Cash Dividends. The table below sets forth the amounts of total cash dividends per share and per ADS paid in respect of each fiscal year indicated.
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We make our cash dividend payments in euro. As a result, exchange rate fluctuations will affect the US dollar amount received by holders of ADSs on conversion of these dividends. See also Item 3D. Exchange Rate Data. The following table sets forth information concerning the noon buying rate for the years through and for each of the months in the six-month period ended February 28, , expressed in US dollars per euro. The average rate for a year means the average of the exchange rates on the last day of each month during a year.
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The average rate for a month means the average of the daily exchange rates during that month. For the year ended December For the month ended:. On March 5, , the noon buying rate was USD 1. Capitalization and Indebtedness. Reasons for the Offer and Use of Proceeds. Risk Factors. Set forth below is a description of risk factors that could affect Nokia.
There may be, however, additional risks unknown to Nokia and other risks currently believed to be immaterial that could turn out to be material. These risks, either individually or together, could adversely affect our business, sales, results of operations, financial condition and share price from time to time. We need to have a competitive portfolio of high quality products and services and their combinations that are preferred, purchased and used by our current and potential customers and consumers.
If we fail to achieve or maintain a competitive portfolio, our business, sales and results of operations may be materially adversely affected. We serve a diverse range of mobile device and network infrastructure customers across a variety of markets with different characteristics and at different stages of development. We are focused on developing and offering unique and compelling combinations of mobile devices and services, including applications and content developed by us and third parties, together with the appropriate technological infrastructure, to create a rich user experience for people using our devices.
Further, our mobile devices, especially our converged mobile devices, must have the flexibility to allow people to easily access and use their preferred services, including applications and content. We believe that a competitive device portfolio also needs to include leading flagship products, be innovative and ahead of the expectations of customers and consumers and positively differentiated from those of our competitors. For our network infrastructure and related services business, a competitive portfolio means a high-quality offering of products, services and solutions based on robust technology and designed to meet the requirements of our customers and local markets, supported by a competitive cost structure and cost-effectiveness to our customers.
If we fail to achieve or maintain a competitive portfolio and balance successfully our global portfolio with the local requirements of our customers and consumers in the different markets we serve in a cost-effective manner, our business, sales and results of operations may be materially adversely affected. To achieve that, we must constantly obtain and evaluate a complex array of customer feedback, information on consumer. The competitiveness of our device portfolio depends on our ability to introduce on a continuous and timely basis, ahead of our competitors, new innovative and appealing products and services and their combinations, as well as related business models, and to create new or address yet unidentified needs among our current and potential customers and consumers.