Nokia 2007 Annual Report Download - page 130

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 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 by either a mandatory or a voluntary public offer
pursuant to the Securities Market Act, the market price 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 Trade and Industry 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 Trade and Industry 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.
10.C Material Contracts
Formation of Nokia Siemens Networks
On June 19, 2006, Nokia Corporation, Nokia Siemens Networks B.V. and Siemens AG entered into a
Framework Agreement (as amended and restated as of January 24, 2007) to create Nokia Siemens
Networks. The agreement governs the terms on which Nokia contributed its Networks business and
Siemens contributed its carrierrelated operations for fixed and mobile networks to a new company
owned approximately 50% by each of Nokia and Siemens and consolidated by Nokia. Nokia Siemens
Networks started its operations on April 1, 2007. See “Item 4 Business Overview—Nokia Siemens
Networks.”
Acquisition of NAVTEQ
On October 1, 2007, NAVTEQ Corporation, Nokia Inc., a whollyowned subsidiary of Nokia, North
Acquisition Corp., a whollyowned subsidiary of Nokia Inc., and, for certain purposes set forth in the
Merger Agreement, Nokia entered into an Agreement and Plan of Merger. Subject to the terms and
conditions of the Merger Agreement, North Acquisition Corp. will be merged with and into NAVTEQ,
each outstanding share of the common stock of NAVTEQ will be converted into the right to receive
USD 78.00 in cash, without interest, and NAVTEQ will survive the merger as a whollyowned subsidiary
of Nokia Inc. All unvested options to purchase the common stock of NAVTEQ will accelerate and vest in
full immediately prior to the consummation of the merger. Option holders will receive a cash
payment for each option held equal to the excess of USD 78.00 over the applicable option exercise
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