Nokia 2014 Annual Report Download - page 112

110 NOKIA IN 2014
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
its 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 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 benet to him or her, 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 and the Corporate Governance and Nomination
Committee will not without specic reason propose re-election of a
person who has reached 70 years of age. In addition, in accordance
with the current company policy, approximately 40% of the annual
remuneration payable to the Board members is 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 oset any costs relating to the acquisition of the shares,
including taxes).
General facts on Nokia continued
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 scal 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 beginning at the Annual General Meeting where
elected and expiring at 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 benecial
owners of ADSs are issued forms of proxy by the Depositary.
To attend and vote at a general meeting, a shareholder must be
registered in the register of shareholders in the Finnish book-entry
system on or prior to the record date set forth in the notice of the
Annual General Meeting. A registered holder or a benecial owner of
the ADSs, like other benecial owners whose shares are registered
in the company’s register of shareholders in the name of a nominee,
may vote with their shares provided that they arrange to have their
name entered in the temporary register of shareholders for the
AnnualGeneral Meeting.
The record date is the eighth business day preceding the meeting.
To be entered in the temporary register of shareholders for the Annual
General Meeting, a holder of ADSs must provide the Depositary, or
have his broker or other custodian provide the Depositary, on or
before the voting deadline, as dened in the proxy material issued
by the Depositary, a proxy with the following information: the name,
address, and social security number or another corresponding
personal identication number of the holder of the ADSs, the number
of shares to be voted by the holder of the ADSs and the voting
instructions. The register of shareholders as of the record date of
each general meeting is public until the end of the respective meeting.
Other nominee registered shareholders can attend and vote at the
Annual General Meeting by instructing their broker or other custodian
to register the shareholder in Nokia’s temporary register of
shareholders and give the voting instructions in accordance with
the broker’s or custodian’s instructions.
By completing and returning the form of proxy provided by the
Depositary, a holder of ADSs also authorizes the Depositary to give
a notice to us, required by our Articles of Association, of the holder’s
intention to attend the general meeting.
Each of our shares confers equal rights to share in the distribution
of the company’s funds. For a description of dividend rights attaching
to our shares, refer to “General facts on Nokia—Shares and
shareholders”. Dividend entitlement lapses after three years if
a dividend remains unclaimed for that period, in which case the
unclaimed dividend will be retained by Nokia.
Under Finnish law, the rights of shareholders related to shares are as
stated by law and in our Articles of Association. Amendment of the
Articles of Association requires a decision of the general meeting,
supported by two-thirds of the votes cast and two-thirds of the shares
represented at the meeting.