Nokia 2015 Annual Report Download - page 109

107
General facts on Nokia
NOKIA IN 2015
Disclosure of shareholder ownership or voting power
According to the Finnish Securities Market Act, which entered into
force on January 1, 2013, a shareholder shall disclose their ownership
or voting power to the company and theFinnish Financial Supervisory
Authority when the ownership or voting power reaches, exceeds or
falls below 5, 10, 15, 20, 25, 30, 50or 90% of all the shares or the
voting rights outstanding. The term “ownership” includes ownership
by the shareholder, as well as selected related parties,and calculating
the ownership or voting power covers agreements or other
arrangements, which when concluded would cause the proportion of
voting rights or number of shares to reach, exceed or fall below the
aforementioned limits. Upon receiving such notice, the company shall
disclose it by a stock exchange release without undue delay.
Purchase obligation
Our Articles of Association require a shareholder that holds one-third
or one-half of all of our shares to purchase the shares of all other
shareholders that so request, at a price generally based on the
historical weighted average trading price of the shares. A shareholder
who becomes subject to the purchase obligation is also obligated to
purchase any subscription rights, stock options or convertible bonds
issued by the company if so requested by the holder. The purchase
price of the shares under our Articles of Association is the higher of:
(a)the weighted average trading price of the shares on Nasdaq Helsinki
during the ten business days prior to the day on which we have been
notied by the purchaser that its holding has reached or exceeded
thethreshold referred to above or, in the absence of such notication
or its failure to arrive within the specied period, the day on which
ourBoard otherwise becomes aware of this; or (b) the average price,
weighted by the number of shares, which the purchaser has paid for
the shares it has acquired during the last 12 months preceding the
date referred to in (a).
Under the Finnish Securities Market Act, a shareholder whose voting
power exceeds 30% or 50% of the total voting rights in a company
shall, within one month, oer to purchase the remaining shares of the
company, as well as any other rights entitling to the shares issued by
the company, such as subscription rights, convertible bonds or stock
options issued by the company. The purchase price shall be the market
price of the securities in question. The market price is determined
onthe basis of the highest price paid for the security 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
specic reason. If the shareholder or any related party has not during
the six months preceding the oer acquired any securities that are
thetarget for the oer, 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. This price
can be deviated from for a specic reason.
Under the Finnish Companies Act, 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 Finnish
Companies Act diers, and the purchase price may dier, from the
purchase procedure and price under the Finnish Securities Market Act,
as discussed above. However, if the threshold of nine-tenths has been
exceeded through either a mandatory or a voluntary public oer
pursuant to the Finnish Securities Market Act, the market price under
the Finnish Companies Act is deemed to be the price oered in the
public oer, unless there are specic reasons to deviate from it.
Pre-emptive rights
In connection with any oering of shares, the existing shareholders
have a pre-emptive right to subscribe for shares oered 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 nancial grounds exist.
Under the Finnish Act on the Monitoring of Foreign Corporate
Acquisitions (2012/172 as amended), a notication 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 inuence in a company.
TheMinistry of Employment and the Economy has to conrm 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.