Nokia 2009 Annual Report Download - page 158

9F. Expenses of the Issue
Not applicable.
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. Under our current Articles of Association, 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. Under our Articles of Association, we may
also 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 Board has established a guideline retirement age of 70 years for the members of the
Board of Directors and the Corporate Governance and Nomination Committee will not without specific
reason propose reelection of a person who has reached 70 years of age. In addition, as per
established company practice, approximately 40% of the annual remuneration payable to the Board
members has been paid in Nokia shares purchased from the market, which shares shall be retained
until the end of the board membership (except for those shares needed to offset any costs relating to
the acquisition of the shares, including taxes).
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
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