Nokia 2006 Annual Report Download - page 110

shares, we also encourage stock ownership by our top executives. Since January 2001, we have stock
ownership commitment guidelines with minimum recommendations tied to annual base salaries. For
the members of the Group Executive Board, the recommended minimum investment in Nokia’s
shares corresponds to two times the member’s annual base salary. For OlliPekka Kallasvuo the
recommended minimum investment in Nokia’s shares is three times his annual base salary. To meet
this requirement, all members are expected to retain aftertax equity gains in shares until the
minimum investment level is met.
Insiders’ Trading in Securities
The Board of Directors has established and regularly updates a policy in respect of insiders’ trading
in Nokia securities. Under the policy, the holdings of Nokia securities by the primary insiders (as
defined in the policy) are public information, which is available in the Finnish Central Securities
Depositary and on the company’s website. Both primary insiders and secondary insiders (as defined
in the policy) are subject to a number of trading restrictions and rules, including among other
things, prohibitions on trading in Nokia securities during the threeweek ‘‘closedwindow’’ period
immediately preceding the release of our quarterly results and the fourweek ‘‘closedwindow’’
period immediately preceding the release of our annual results. In addition, Nokia may set trading
restrictions based on participation in projects. We update our insider trading policy from time to
time and monitor our insiders’ compliance with the policy on a regular basis. Nokia’s Insider Policy
is in line with the Helsinki Stock Exchange Guidelines for Insiders and also sets requirements beyond
these guidelines.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A Major Shareholders
The Capital Group Companies, Inc., a holding company for several subsidiary companies engaged in
investment management activities, informed us that its holdings had exceeded 5% of the share
capital of Nokia on April 21, 2006, had fallen below 5% on September 15, 2006, had exceeded 5%
on September 21, 2006, and had further exceeded 10% on February 16, 2007. As of February 16,
2007, The Capital Group Companies, Inc. and its subsidiaries held through their clients a total of
410 577 704 Nokia shares, which at that time corresponded to approximately 10.03% of the share
capital of Nokia. The Capital Group Companies, Inc. holds both ADRs and ordinary shares and does
not have different voting rights than other shareholders. As far as we know, Nokia is not directly or
indirectly owned or controlled by another corporation or by any government, and there are no
arrangements that may result in a change of control of Nokia.
As at December 31, 2006, 1 177 389 388 ADSs (equivalent to the same number of shares or
approximately 28.75% of the total outstanding shares) were outstanding and held of record by
18 497 registered holders in the United States. We are aware that many ADSs are held of record by
brokers and other nominees, and accordingly the above numbers are not necessarily representative
of the actual number of persons who are beneficial holders of ADSs or the number of ADSs
beneficially held by such persons. Based on information available from Automatic Data Processing,
Inc., or ADP, the number of beneficial owners of ADSs as at December 31, 2006 was approximately
994 706.
As at December 31, 2006, there were approximately 119 143 holders of record of our shares. Of
these holders, around 562 had registered addresses in the United States and held a total of some
2 101 666 of our shares, approximately 0.05% of the total outstanding shares. In addition, certain
accounts of record with registered addresses other than in the United States hold our shares, in
whole or in part, beneficially for United States persons.
109