Nokia 2007 Annual Report Download - page 121

(3)
Delivery of Nokia shares vested from the 2003 grant to Ms. McDowell and from the 2004 grant to
the other members of the Group Executive Board. Value is based on the market price of the Nokia
share on the Helsinki Stock Exchange for the grant of Ms. McDowell on January 29, 2007 of
EUR 16.58; Mr. Kallasvuo, Mr. Moerk, Mr. Simonson, Mr. Sundba
¨ck and Mr. Vanjoki as at May 7, 2007
of EUR 18.60; and Mr. Andersson; Mr. Ihamuotila; Mr. Ojanpera
¨, Mr. Savander and Mr. O
¨ista
¨mo ¨on
October 22, 2007 of EUR 25.88.
Stock Ownership Guidelines for Executive Management
One of the goals of our longterm equitybased incentive program is to focus executives on building
value for shareholders. In addition to granting the stock options, performance shares and restricted
shares, we also encourage stock ownership by our top executives. Since January 2001, we have had
stock ownership commitment guidelines with minimum recommendations tied to annual base
salaries. For the President and CEO, the recommended minimum investment in Nokia shares
corresponds to three times his annual base salary, for Simon BeresfordWylie, Chief Executive Officer
of Nokia Siemens Networks one time his annual base salary and for the other members of the Group
Executive Board, two times the member’s annual base salary, respectively. To meet this requirement,
all members are expected to retain aftertax equity gains in shares until the minimum investment
level is met.
Insider Trading in Securities
The Board of Directors has established and regularly updates a policy in respect of insiders’ trading in
Nokia securities. The members of the Board and the Group Executive Board are considered as primary
insiders. Under the policy, the holdings of Nokia securities by the primary insiders are public
information, which is available in the Finnish Central Securities Depositary and on our website. Both
primary insiders and secondary insiders (as defined in the policy) are subject to a number of trading
restrictions and rules, including, among other things, prohibitions on trading in Nokia securities
during the threeweek “closedwindow” period immediately preceding the release of our quarterly
results and the fourweek “closedwindow” period immediately preceding the release of our annual
results. In addition, Nokia may set trading restrictions based on participation in projects. We update
our insider trading policy from time to time and monitor our insiders’ compliance with the policy on
a regular basis. Nokia’s insider policy is in line with the Helsinki Stock Exchange Guidelines for
Insiders and also sets requirements beyond those guidelines.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A Major Shareholders
As at December 31, 2007, 1 013 292 004 ADSs (equivalent to the same number of shares or
approximately 25.44% of the total outstanding shares) were outstanding and held of record by 16
963 registered holders in the United States. We are aware that many ADSs are held of record by
brokers and other nominees, and accordingly the above numbers are not necessarily representative of
the actual number of persons who are beneficial holders of ADSs or the number of ADSs beneficially
held by such persons. Based on information available from Automatic Data Processing, Inc., or ADP,
the number of beneficial owners of ADSs as at December 31, 2007 was approximately 889 268.
As at December 31, 2007, there were approximately 103 226 holders of record of our shares. Of these
holders, around 506 had registered addresses in the United States and held a total of some 1 827 242
of our shares, approximately 0.05% of the total outstanding shares. In addition, certain accounts of
record with registered addresses other than in the United States hold our shares, in whole or in part,
beneficially for United States persons.
Based on information known to us as of February 14, 2008, as at December 31, 2007, Morgan Stanley
beneficially owned 327 257 258 Nokia shares and its whollyowed subsidiary Morgan Stanley & Co.
International plc beneficially owned 238 682 589 Nokia shares, which at the time corresponded to
approximately 8.3% and 6.1% of the share capital of Nokia, respectively. In addition, as at
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