Nokia 2005 Annual Report Download - page 122

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 dividends, 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 annual report on 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
convention between the United States and Finland, signed September 21, 1989, referred to as the
Treaty, and that are entitled to the benefits of the Treaty under the ‘‘Limitation on Benefits’’
provisions contained in the Treaty, are referred to as ‘‘US Holders.’’ Beneficial owners that are
citizens or residents of the United States, corporations created in or organized under US law, and
estates or trusts (to the extent their income is subject to US tax either directly or in the hands of
beneficiaries) generally will be considered to be residents of the United States under the Treaty.
Special rules apply to US Holders that are also residents of Finland and to citizens or residents of
the United States that do not maintain a substantial presence, permanent home, or habitual abode
in the United States. For purposes of this discussion, it is assumed that the Depositary and its
custodian will perform all actions as required by the deposit agreement with the Depositary and
other related agreements between the Depositary and Nokia.
If a partnership holds ADSs (including for this purpose any entity treated as a partnership for US
federal income tax purposes), the tax treatment of a partner will depend upon the status of the
partner and activities of the partnership. If a US holder is a partner in a partnership that holds
ADSs, the holder is urged to consult its own tax advisor regarding the specific tax consequences of
owning and disposing of its ADSs.
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