Nokia 2012 Annual Report Download - page 187

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 (2006/624), 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, weighty financial grounds exist.
Under the Act on the Control of Foreigners’ Acquisition of Finnish Companies (2012/172), a notification
to the Ministry of Employment and the Economy is required for a non-resident of Finland, directly or
indirectly, when acquiring one-tenth or more of the voting power or corresponding factual influence in a
company. The Ministry of Employment and the Economy has to confirm the acquisition unless the
acquisition would jeopardize important national interests, in which case the matter is referred to the
Council of State. If the company in question is operating in the defense sector an approval by the
Ministry of Employment and the Economy is required before the acquisition is made. These
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 requirements do not apply to
residents of countries in the European Economic Area or EFTA countries.
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.
10E. Taxation
General
The taxation discussion set forth below is intended only as a descriptive summary and does not purport
to be a complete analysis or listing of all potential tax effects relevant to ownership of our shares
represented by ADSs.
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