Nokia 2009 Annual Report Download - page 159

of a nominee, may vote his shares provided that he arranges to have his name entered in the
temporary register of shareholders for the Annual General Meeting.
The record date is the eighth business day preceding the meeting. To be entered in the temporary
register of shareholders for the Annual General 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
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.
By completing and returning the form of proxy provided by the Depositary, a holder of ADSs also
authorizes the Depositary to give a notice to us, required by our Articles of Association, of the
holder’s intention to attend the general meeting.
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, 1/2 or 2/3 of 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
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