Nokia 2010 Annual Report Download - page 180

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
12D. American Depositary Shares
12D.3 Depositary Fees and Charges
Our American Depositary Shares, or ADSs, each representing one of our shares, are traded on the New
York Stock Exchange under the symbol “NOK.” The ADSs are evidenced by American Depositary
Receipts, or ADRs, issued by Citibank, N.A., as Depositary under the Amended and Restated Deposit
Agreement dated as of March 28, 2000, among Nokia, Citibank, N.A. and registered holders from time
to time of ADRs, as amended on February 6, 2008. ADS holders may have to pay the following service
fees to the Depositary:
Service Fees (USD)
Issuance of ADSs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Up to 5 cents per ADS
(1)
CancellationofADSs.................................................... Upto5centsperADS
(1)
Distribution of cash dividends or other cash distributions . . . . . . . . . . . . . . . . . . . . . . . . Up to 2 cents per ADS
(2)
Distribution of ADSs pursuant to (i) stock dividends, free stock distributions or
(ii) exercises of rights to purchase additional ADSs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Up to 5 cents per ADS
(2)
Distribution of securities other than ADSs or rights to purchase additional ADSs . . . . . . . Up to 5 cents per ADS
(1)
ADRtransferfee....................................................... USD1.50pertransfer
(1)
(1)
These fees are typically paid to the Depositary by the brokers on behalf of their clients receiving
the newlyissued ADSs from the Depositary and by the brokers on behalf of their clients delivering
the ADSs to the Depositary for cancellation. The brokers in turn charge these transaction fees to
their clients.
(2)
In practice, the Depositary has not collected these fees. If collected, such fees are offset against
the related distribution made to the ADR holder.
In addition, ADS holders are responsible for certain fees and expenses incurred by the Depositary on
their behalf and certain governmental charges such as taxes and registration fees, transmission and
delivery expenses, conversion of foreign currency and fees relating to compliance with exchange
control regulations. The fees and charges may vary over time.
In the event of refusal to pay the depositary fees, the Depositary may, under the terms of the deposit
agreement, refuse the requested service until payment is received or may setoff the amount of the
depositary fees from any distribution to be made to the ADR holder.
12D.4 Depositary Payments for 2010
For the year ended December 31, 2010, our Depositary made the following payments on our behalf in
relation to our ADR program.
Category Payment (USD)
New York Stock Exchange listing fees . . . ...................................... 500000
Settlement infrastructure fees (including the Depositary Trust Company fees) ......... 50226
Proxy process expenses (including printing, postage and distribution) ............... 904787
ADS holder identification expenses ........................................... 90524
Total ................................................................... 1545537
In addition, for the year ended December 31, 2010, our Depositary has agreed to reimburse us
USD 6 284 783 mainly for contributions towards our investor relations activities (including investor
meetings and conferences and fees of investor relations service vendors) and other miscellaneous
expenses related to the US listing of our ADSs.
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