Nokia 2006 Annual Report Download - page 117

Director’s Voting Powers
Under Finnish law and our Articles of Association, resolutions of the Board of Directors shall be made
by a majority vote. A director shall refrain from taking any part in the consideration of a contract or
other issue that may provide any material benefit to him. Under Finnish law, there is no age limit
requirement for directors, and there are no requirements under Finnish law that a director must
own a minimum number of shares in order to qualify to act as a director.
Share Rights, Preferences and Restrictions
Each share confers the right to one vote at general meetings. According to Finnish law, a company
generally must hold an Annual General Meeting called by the Board once a year. In addition, the
Board is obliged to call an extraordinary general meeting at 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 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
liquidation. For a description of dividend rights attaching to our shares, see ‘‘Item 3.A Selected
Financial Data—Distribution of Earnings.’’ Dividend entitlement lapses after three years, if a dividend
remains unclaimed for that period, in which case the unclaimed dividend will be retained by Nokia.
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 Authority when it reaches, exceeds or goes
below 1/20, 1/10, 3/20, 1/5, 1/4, 3/10, 1/2 or 2/3 of all the shares outstanding. The term ‘‘ownership’’ includes
ownership by the shareholder, as well as selected related parties.
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