Nokia 2004 Annual Report Download - page 109

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
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
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