Nokia 2011 Annual Report Download - page 194

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 0112038-9. Under our current Articles of Association, Nokia’s corporate purpose is to engage in
the telecommunications industry and other sectors of the electronics industry as well as the related
service businesses, including the development, manufacture, marketing and sales of mobile devices,
other electronic products and telecommunications systems and equipment as well as related mobile,
internet and network infrastructure services and other consumer and enterprise services. Nokia may
also create, acquire and license intellectual property and software as well as engage in other industrial
and commercial operations. Further, we may engage in 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, in accordance with company policy,
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.
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