Nokia 2011 Annual Report Download - page 196

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 any party
in close connection to the shareholder. This price can be deviated from for a specific reason. If the
shareholder or any related party has not during the six months preceding the offer acquired any
securities that are the target for the offer, the market price is determined based on the average of the
prices paid for the security in public trading during the preceding three months weighted by the volume
of trade.
Under the Finnish Companies Act of 2006, as amended, a shareholder whose holding exceeds nine-
tenths of the total number of shares or voting rights in Nokia has both the right and, upon a request
from the minority shareholders, the obligation to purchase all the shares of the minority shareholders
for the current market price. The market price is determined, among other things, on the basis of the
recent market price of the shares. The purchase procedure under the Companies Act differs, and the
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 Employment and the Economy 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
Not applicable.
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.
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