Nokia 2003 Annual Report Download - page 94

the voting deadline as well as the blocking deadline if any, as defined in the proxy material issued
by the Depositary, a proxy with the following information: the name, address, and social security
number or another corresponding personal identification number of the holder of the ADSs, the
number of shares to be voted by the holder of the ADSs, and the voting instructions. The register
of shareholders as of the record date of each general meeting is public until the end of the
respective meeting.
As a further prerequisite for attending and voting at a general meeting, shareholders must give
notice to Nokia of their intention to attend no later than the date and time specified by the Board
of Directors in the notice of the meeting. By completing and returning the form of proxy provided
by the Depositary, a holder of ADSs authorizes the Depositary to give this notice.
Each of our shares confers equal rights to share in our profits, and in any surplus in the event of
our liquidation.
Under Finnish law, the rights of shareholders related to shares are as stated by law and in our
articles of association. Amendment of the articles of association requires a decision of the general
meeting, supported by two-thirds of the votes cast and two-thirds of the shares represented at the
meeting.
Disclosure of Shareholder Ownership
According to the Finnish Securities Market Act of 1989, as amended, a shareholder shall disclose
his ownership to the company and the Financial Supervision when it reaches, exceeds or goes
below 1⁄20, 1⁄10, 3⁄20, 1⁄5, 1⁄4, 1⁄3, 1⁄2 or 2⁄3 of all the shares outstanding. The term ‘‘ownership’’ includes
ownership by the shareholder, as well as selected related parties.
Purchase Obligation
Our articles of association require a shareholder that holds one-third or one-half of all of our
shares to purchase the shares of all other shareholders that request that he do so, at a price
generally based on the historical weighted average trading price of the shares. A shareholder of
this magnitude also is obligated to purchase any subscription rights, stock options, warrants or
convertible bonds issued by the company if so requested by the holder.
Under the Finnish Securities Market Act of 1989, as amended, a shareholder whose holding exceeds
two-thirds of the total voting rights in a company shall, within one month, offer to purchase the
remaining shares of the company, as well as any subscription rights, warrants, convertible bonds
or stock options issued by the company. The purchase price shall be the market price of the
securities in question. The market price is determined, among other things, on the basis of the
average of the prices paid for the security in public trading during the preceding twelve months,
and any higher price paid by the shareholder, as well as any other special circumstances.
Under the Finnish Companies Act of 1978, as amended, a shareholder whose holding exceeds
nine-tenths of the total number of shares or voting rights in Nokia has both the right and the
obligation to purchase all the shares of the minority shareholders for the current price. The
current price is determined, among other things, on the basis of the recent market price of the
shares. The purchase procedure under the Companies Act differs, and the purchase price may
differ, from the purchase procedure and price under the Securities Market Act, as discussed above.
Pre-Emptive Rights
In connection with any offering of shares, the existing shareholders have a pre-emptive right to
subscribe for shares offered in proportion to the amount of shares in their possession. However, a
general meeting of shareholders may vote, by a majority of two-thirds of the votes cast and
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