Nokia 2008 Annual Report Download - page 131

purchase price may differ, from the purchase procedure and price under the Securities Market Act, as
discussed above. However, if the threshold of ninetenths has been exceeded through either a
mandatory or a voluntary public offer pursuant to the Securities Market Act, the market price under
the Companies Act is deemed to be the price offered in the public offer, unless there are specific
reasons to deviate from it.
PreEmptive Rights
In connection with any offering of shares, the existing shareholders have a preemptive right to
subscribe for shares offered in proportion to the amount of shares in their possession. However, a
general meeting of shareholders may vote, by a majority of twothirds of the votes cast and 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 Employment and the
Economy 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 a share issue 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.
10C. Material Contracts
Acquisition of NAVTEQ
On October 1, 2007, NAVTEQ Corporation, Nokia Inc., a whollyowned subsidiary of Nokia, North
Acquisition Corp., a whollyowned subsidiary of Nokia Inc., and, for certain purposes set forth in the
Merger Agreement, Nokia entered into an Agreement and Plan of Merger. The merger was completed
on July 10, 2008. Subject to the terms and conditions of the Merger Agreement, North Acquisition
Corp. was merged with and into NAVTEQ, each outstanding share of the common stock of NAVTEQ was
converted into the right to receive cash, and NAVTEQ survived the merger as a whollyowned
subsidiary of Nokia Inc. The aggregate purchase price was approximately EUR 5.3 billion.
10D. 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.
10E. 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 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 (as amended by a protocol signed
May 31, 2006), 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
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