Nokia 2015 Annual Report Download - page 108

106 NOKIA IN 2015
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
research, develop, manufacture, market, sell and deliver products,
software and services in a wide range of consumer and
business-to-business markets. These products, software and services
relate to, among others, network infrastructure for telecommunication
operators and other enterprises, the IoT, human health and well-being,
multi-media, big data and analytics, mobile devices and consumer
wearables and other electronics. The company may also create,
acquire and license intellectual property and software as well as
engage in other industrial and commercial operations, including
securities trading and other investment activities. The company
maycarry on its business operations directly, through subsidiary
companies, aliate companies and joint ventures.
Director’s voting powers
Under Finnish law, resolutions of the Board shall be made by a majority
vote. A director shall refrain from taking any part in the consideration
of an agreement 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. Additionally,
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, and the directors shall
retainuntil the end of their directorship such number of shares that
corresponds to the number of shares they have received as Board
remuneration during their rst three years of service (the net amount
received after deducting those shares used for osetting any costs
relating to theacquisition of the shares, including taxes).
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. Additionally, the Board is obliged to call an Extraordinary
General Meeting, whenever such meeting is deemed necessary, or at
the request of the auditor or shareholders representing a minimum of
one-tenth of all outstanding shares. Under our Articles of Association,
the Board is elected at least annually at the Annual General Meeting
ofthe shareholders for a term ending at the end of the next Annual
General Meeting.
General facts on Nokia continued
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
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
general meeting.
The record date is the eighth business day preceding the meeting.
Tobe entered in the temporary register of shareholders for the
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
general meetings 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 “—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 the shares
asset forth in law and our Articles of Association. Finnish law or our
Articles of Association do not set limitations on the rights to own
Nokiasecurities, including the rights of foreign shareholders to hold
orexercise voting rights on the said securities. 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.