Nokia 2003 Annual Report Download - page 93

9.F Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A Share Capital
Not applicable.
10.B Memorandum and Articles of Association
Registration
Nokia is organized under the laws of the Republic of Finland and registered under the business
identity code 0112 038 - 9. Nokia’s corporate purpose under Article 1 of the articles of association
is to engage in the telecommunications industry and other sectors of the electronics industry,
including the manufacture and marketing of telecommunications systems and equipment, mobile
phones, consumer electronics and industrial electronic products. We also may engage in other
industrial and commercial operations, as well as securities trading and other investment activities.
Director’s Voting Powers
Under Finnish law, a director shall refrain from taking any part in the consideration of a contract
or other issue that may provide any material benefit to him. Under Finnish law, there is no age
limit requirement for directors, and there are no requirements under Finnish law that a director
must own a minimum number of shares in order to qualify to act as a director. Under Finnish
law, a company may lend funds to a director only out of the distributable profits and against
sufficient collateral. However, lending for the purpose of acquiring the company’s shares is not
permitted.
Share Rights, Preferences and Restrictions
For a description of dividend rights attaching to our shares, see ‘‘Item 3.A Selected Financial Data—
Distribution of Earnings.’’ Dividend entitlement lapses after ten years, if a dividend remains
unclaimed for that period, in which case the unclaimed dividend will be retained by Nokia.
Each share confers the right to one vote. Votes may be used at general meetings called by the
Board of Directors. According to Finnish law, a company generally must hold an Annual General
Meeting once a year. In addition, the board is obliged to call an extraordinary general meeting at
the request of shareholders representing a minimum of one tenth of all outstanding shares. The
members of the board are elected for a term of one year at each Annual General Meeting.
Under Finnish law, shareholders may attend and vote at a general meeting in person or by proxy.
It is not customary in Finland for a company to issue forms of proxy to its shareholders.
Accordingly, Nokia does not do so. However, registered holders and beneficial owners of ADSs are
issued forms of proxy by the Depositary.
To attend and vote at a general meeting, a shareholder must be registered in the register of
shareholders in the Finnish book-entry system. A registered holder or a beneficial owner of the
ADSs, like other beneficial owners whose shares are registered in the company’s register of
shareholders in the name of a nominee, may vote his shares provided that he arranges to have
his name entered in the temporary register of shareholders as of the record date of the meeting.
The record date is the tenth calendar day preceding the meeting. To be entered into the
temporary register of shareholders as of the record date of the meeting, a holder of ADSs must
provide the Depositary, or have his broker or other custodian provide the Depositary, on or before
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