Nokia 2004 Annual Report Download - page 110

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
two-thirds of the shares represented at the meeting, to waive this pre-emptive right provided that,
from the company’s perspective, important financial grounds exist.
Under the Act on the Control of Foreigners’ Acquisition of Finnish Companies of 1992, clearance by
the Ministry of Trade and Industry is required for a non-resident of Finland, directly or indirectly,
to acquire one-third or more of the voting power of a company. The Ministry of Trade and
Industry may refuse clearance where the acquisition would jeopardize important national
interests, in which case the matter is referred to the Council of State. These clearance
requirements are not applicable if, for instance, the voting power is acquired in an issuance of
shares that is proportional to the holder’s ownership of the shares. Moreover, the clearance
requirements do not apply to residents of countries in the European Economic Area or countries
that have ratified the Convention on the Organization for Economic Cooperation and Development.
10.C Material Contracts
Nokia is not party to any material contract other than those entered into in the ordinary course of
business.
10.D Exchange Controls
There are currently no Finnish laws which may affect the import or export of capital, or the
remittance of interest or other payments.
10.E Taxation
General
The taxation discussion set forth below is intended only as a descriptive summary and does not
purport to be a complete analysis or listing of all potential tax effects relevant to ownership of our
shares represented by ADSs.
The statements of United States and Finnish tax laws set out below are based on the laws in force
as of the date of this Form 20-F and may be subject to any changes in US or Finnish law, and in
any double taxation convention or treaty between the United States and Finland, occurring after
that date, possibly with retroactive effect.
For purposes of this summary, beneficial owners of ADSs that hold the ADSs as capital assets and
that are considered residents of the United States for purposes of the current income tax
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