Nokia 2011 Annual Report Download - page 202

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 2011
For the year ended December 31, 2011, 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) ......... 41085
Proxy process expenses (including printing, postage and distribution) ............... 669760
ADS holder identification expenses ............................................ 74031
Total ..................................................................... 1284877
In addition, for the year ended December 31, 2011, our Depositary has agreed to reimburse us
USD 3 507 570 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.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures. Our President and Chief Executive Officer and our Executive
Vice President, Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and
procedures (as defined in US Exchange Act Rule 13a-15(e)) as of the end of the period covered by this
annual report, have concluded that, as of such date, our disclosure controls and procedures were
effective.
(b) Management’s Annual Report on Internal Control Over Financial Reporting. Our management is
responsible for establishing and maintaining adequate internal control over financial reporting for the
company. Our internal control over financial reporting is designed to provide reasonable assurance to
our management and the Board of Directors regarding the reliability of financial reporting and the
preparation and fair presentation of published financial statements. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurances with respect to
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