Nokia 2008 Annual Report Download - page 129

ITEM 10. ADDITIONAL INFORMATION
10A. Share Capital
Not applicable.
10B. Memorandum and Articles of Association
Registration
Nokia is organized under the laws of the Republic of Finland and registered under the business
identity code 0112 038—9. Nokia’s corporate purpose is to engage in the telecommunications
industry and other sectors of the electronics industry, including the manufacture and marketing of
telecommunications systems and equipment, mobile phones, consumer electronics and industrial
electronic products. We also may engage in other industrial and commercial operations, as well as
securities trading and other investment activities.
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
between the director and the company or third party, or any other issue that may provide any
material benefit to him, which may be contradictory to the interests of the company. 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.
However, our Corporate Governance Guidelines include a guideline retirement age of 70 years for the
Board members and since 1999, approximately 40% of the annual remuneration payable to the
members of Board of Directors has been paid in Nokia shares purchased from the market.
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 within six months from the end of
the fiscal year. In addition, the Board is obliged to call an extraordinary general meeting at the
request of the auditor or shareholders representing a minimum of onetenth of all outstanding
shares. Under our Articles of Association, the members of the board are elected for a term of one year
from the respective Annual General Meeting to the end of the next Annual General Meeting.
Under Finnish law, shareholders may attend and vote at general meetings 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 on or prior to the record date set forth in the notice of
the Annual General Meeting. 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 in 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. Other nominee registered
shareholders can attend and vote at the Annual General Meeting by instructing their broker or other
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