Nokia 2012 Annual Report Download - page 186

information: the name, address, and social security number or another corresponding personal
identification 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 Annual General Meeting 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, see Item 3A. “Selected Financial
Data—Distribution of Earnings.” 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 shares are as stated by law and in our Articles
of Association. 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.
Disclosure of Shareholder Ownership or Voting Power
According to the Finnish Securities Market Act (746/2012), which entered into force on January 1,
2013, a shareholder shall disclose its 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 per cent 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
above mentioned 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 OMX Helsinki during the 10 business days prior to the day on which we have been notified
by the purchaser that its holding has reached or exceeded the threshold referred to above or, in the
absence of such notification or its failure to arrive within the specified period, the day on which our
Board of Directors 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 per cent
of the total voting rights in a company shall, within one month, offer 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
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