Nokia 2008 Annual Report Download - page 130

custodian to register the shareholder in Nokia’s temporary register of shareholders and give the
voting instructions in accordance with the broker’s or custodian’s instructions.
Under our Articles of Association, 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 3A. “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 Finnish Financial Supervisory Authority when it reaches, exceeds
or goes below 1/20, 1/10, 3/20, 1/5, 1∕4, 3/10, 1∕2or 2∕3of all the shares outstanding. The term
“ownership” includes ownership by the shareholder, as well as selected related parties. Upon
receiving such notice, the company shall disclose it by a stock exchange release without undue delay.
Purchase Obligation
Our Articles of Association require a shareholder that holds onethird or onehalf of all of our shares
to purchase the shares of all other shareholders that so request, at a price generally based on the
historical weighted average trading price of the shares. A shareholder of this magnitude also is
obligated to purchase any subscription rights, stock options or convertible bonds issued by the
company if so requested by the holder. The purchase price of the shares under our Articles of
Association is the higher of (a) the weighted average trading price of the shares on NASDAQ OMX
Helsinki during the 10 business days prior to the day on which we have been notified by the
purchaser that its holding has reached or exceeded the threshold referred to above or, in the absence
of such notification or its failure to arrive within the specified period, the day on which our Board of
Directors otherwise becomes aware of this; or (b) the average price, weighted by the number of
shares, which the purchaser has paid for the shares it has acquired during the last 12 months
preceding the date referred to in (a).
Under the Finnish Securities Market Act of 1989, as amended, a shareholder whose holding exceeds
3/10 of the total voting rights in a company shall, within one month, offer to purchase the remaining
shares of the company, as well as any other rights entitling to the shares issued by the company,
such as subscription rights, convertible bonds 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 on the
basis of the highest price paid for the security during the preceding six months by the shareholder or
any party in close connection to the shareholder. This price can be deviated from for a specific reason.
If the shareholder or any related party has not during the six months preceding the offer acquired any
securities that are the target for the offer, the market price is determined based on the average of the
prices paid for the security in public trading during the preceding three months weighted by the
volume of trade.
Under the Finnish Companies Act of 2006, 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, upon a request
from the minority shareholders, the obligation to purchase all the shares of the minority shareholders
for the current market price. The market 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
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