Nokia 2007 Annual Report Download - page 128

and the Helsinki Stock Exchange, in the form of shares. In addition, the shares are listed on the
Frankfurt Stock Exchange. In January 2007, Nokia announced that it had decided to apply for the
delisting of Nokia’s Swedish Depository Receipts, or SDRs, from the Stockholm Stock Exchange. The
last day of trading of Nokia SDRs on the Stockholm Stock Exchange was June 1, 2007.
9.D Selling Shareholders
Not applicable.
9.E Dilution
Not applicable.
9.F Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
10.A Share Capital
Not applicable.
10.B Memorandum and Articles of Association
Registration
Nokia is organized under the laws of the Republic of Finland and registered under the business
identity code 0112 038  9. Nokia’s corporate purpose is to engage in the telecommunications
industry and other sectors of the electronics industry, including the manufacture and marketing of
telecommunications systems and equipment, mobile phones, consumer electronics and industrial
electronic products. We also may engage in other industrial and commercial operations, as well as
securities trading and other investment activities.
Director’s Voting Powers
Under Finnish law and our Articles of Association, resolutions of the Board of Directors 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 benefit to him 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.
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 once a 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. The members of the
board are elected for a term of one year from the respective Annual General Meeting to 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 beneficial 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 beneficial owner of the ADSs, like other
beneficial owners whose shares are registered in the company’s register of shareholders in the name
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