Exhibit (a)(i)
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NOKIA CORPORATION
AND
CITIBANK, N.A.,
As Depositary,
AND
ALL HOLDERS AND BENEFICIAL OWNERS OF
AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
ISSUED AND OUTSTANDING UNDER THE TERMS OF
THE AMENDED AND RESTATED DEPOSIT AGREEMENT,
DATED AS OF MARCH 28, 2000
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Amendment No. 1
to
Amended and Restated Deposit Agreement
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Dated as of February [__], 2008
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ARTICLE I
DEFINITIONS....................................................................3
SECTION 1.01 Definitions..................................................3
SECTION 1.02 Effective Date...............................................3
ARTICLE II
AMENDMENTS TO AMENDED AND RESTATED DEPOSIT AGREEMENT...........................3
SECTION 2.01 Deposit Agreement............................................3
SECTION 2.02 Amendments Binding on all Holders and Beneficial Owners......3
SECTION 2.03 Charges of Depositary........................................4
SECTION 2.04 Voting by Electronic Means...................................6
SECTION 2.05 Electronic Accessibility to Notices, Reports
and Communications...........................................6
SECTION 2.06 Termination..................................................8
ARTICLE III
AMENDMENTS TO THE FORM OF ADR.................................................10
SECTION 3.01 ADR Amendment...............................................10
SECTION 3.02 Charges of Depositary.......................................15
SECTION 3.01 Voting by Electronic Means..................................15
SECTION 3.02 Available Information.......................................15
SECTION 3.03 Reports: Inspection of Transfer Books......................16
SECTION 3.04 Termination of Agreement....................................16
ARTICLE IV
ADDITIONS OF THE FEE SCHEDULE.................................................18
SECTION 4.01 Amendment to Fee Schedule...................................18
ARTICLE V
REPRESENTATIONS AND WARRANTIES................................................18
SECTION 5.01 Representations and Warranties..............................18
ARTICLE VI
MISCELLANEOUS.................................................................19
SECTION 6.01 Effective Date..............................................19
SECTION 6.02 New ADRs....................................................19
SECTION 6.03 Notice of Amendment to Holders of ADSs......................20
SECTION 6.04 Indemnification.............................................20
SECTION 6.05 Ratification................................................20
SECTION 6.06 Governing Law...............................................20
SECTION 6.07 Counterparts................................................20
EXHIBIT A
FORM OF ADR..................................................................A-1
EXHIBIT B
FEE SCHEDULE.................................................................B-2
EXHIBIT C
NOTICE TO HOLDERS............................................................C-1
AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT
AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as
of February [__], 2008 (the "Amendment"), by and among NOKIA CORPORATION, a
company incorporated and existing under the laws of the Republic of Finland (the
"Company"), CITIBANK, N.A., a national banking association organized under the
laws of the United States of America (the "Depositary"), and all Holders and
Beneficial Owners from time to time of American Depositary Shares evidenced by
American Depositary Receipts issued and outstanding under the Amended and
Restated Deposit Agreement, dated as of March 28, 2000.
WITNESSETH THAT:
WHEREAS, the Company and the Depositary previously entered into that
certain Amended and Restated Deposit Agreement, dated as of June 28, 1994, as
amended by Amendment No. 1 to Amended and Restated Deposit Agreement, dated as
of April 24, 1995, as further amended by Amendment No. 2 to Amended and Restated
Deposit Agreement, dated as of April 19, 1999, as further amended by Amendment
No. 3 to Amended and Restated Deposit Agreement, dated as of November 8, 1999
(as so amended and supplemented, the "Original Deposit Agreement"), for the
creation of American Depositary Shares ("ADSs") representing the Shares (as
defined in the Amended and Restated Deposit Agreement) so deposited and for the
execution and delivery of American Depositary Receipts ("ADRs") in respect of
the American Depositary Shares; and
WHEREAS, the Company and the Depositary previously entered into that
certain Amended and Restated Deposit Agreement, dated as of March 28, 2000 (as
so amended and restated, the "2000 Amended and Restated Deposit Agreement") and
that certain letter agreement, dated as of September 27, 2007 (the "Letter
Agreement", and together with the 2000 Amended and Restated Deposit Agreement,
the "Amended and Restated Deposit Agreement");
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WHEREAS, the ADSs are listed for trading on The New York Stock
Exchange ("NYSE") and the NYSE has eliminated the restrictions it previously
imposed on depositary banks' fees; and
WHEREAS, the Company desires to amend Section 5.06 of the Amended
and Restated Deposit Agreement, the ADRs currently outstanding, and the form of
ADR annexed to the Amended and Restated Deposit Agreement to enable the
Depositary to charge certain additional fees in respect of the ADSs; and
WHEREAS, the Company and the Depositary desire to enable the
distribution of the Company's reports by electronic means, and the distribution
of voting materials by, and the delivery of voting instructions to, the
Depositary by electronic means; and
WHEREAS, the Company and the Depositary desire to amend Section 6.02
of the Amended and Restated Deposit Agreement, the ADRs currently outstanding,
and the form of ADR annexed to the Amended and Restated Deposit Agreement to
enable the Depositary to make an immediate sale of Deposited Securities after
the termination of the Deposit Agreement if deemed desirable; and
WHEREAS, pursuant to Section 6.01 of the Amended and Restated
Deposit Agreement, the Company and the Depositary deem it necessary and
desirable to amend the Amended and Restated Deposit Agreement, the form of ADR
annexed to the Amended and Restated Deposit Agreement as Exhibit A, and the ADRs
issued and outstanding as of the date hereof for the purposes set forth herein;
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NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Depositary
hereby agree to amend the Amended and Restated Deposit Agreement, the ADRs
currently outstanding, and the form of ADR annexed as Exhibit A to the Amended
and Restated Deposit Agreement as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Definitions. Unless otherwise specified in this Amendment,
all capitalized terms used, but not defined, herein shall have the meanings
given to such terms in the Amended and Restated Deposit Agreement.
SECTION 1.02 Effective Date. The term "Effective Date" shall have the
meaning given to such term in Section 6.01 hereof.
ARTICLE II
AMENDMENTS TO AMENDED AND RESTATED DEPOSIT AGREEMENT
SECTION 2.01 Deposit Agreement. All references in the Amended and Restated
Deposit Agreement to the term "Agreement" shall, as of the Effective Date, refer
to the Amended and Restated Deposit Agreement, as amended by this Amendment, and
as further amended and supplemented from time to time after the Effective Date
in accordance with the terms of the Amended and Restated Deposit Agreement.
SECTION 2.02 Amendments Binding on all Holders and Beneficial Owners. From
and after the Effective Date, the amendments to the Amended and Restated Deposit
Agreement effected hereby shall be binding on all Holders and Beneficial Owners
of ADSs issued and outstanding as of the Effective Date and on all Holders and
Beneficial Owners of ADSs issued after the Effective Date.
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SECTION 2.03 Custodian Definition. Section 1.07 of the Amended and
Restated Deposit Agreement is hereby amended and restated in its entirety, as of
the Effective Date, to read as follows:
"Custodian. The term "Custodian" shall mean, as of the date hereof,
Nordea Bank Finland PLC, as Custodian and agent of the Depositary
for the purposes of this Deposit Agreement, and any other firm or
corporation which may be appointed by the Depositary pursuant to the
terms of Section 5.07 as substitute custodian or an additional
custodian hereunder, as the context shall require, and the term "
Custodian" shall mean all of them, collectively. "
SECTION 2.04 Compliance with Law. Section 3.05 of the Amended and Restated
Deposit Agreement is hereby amended and restated in its entirety, as of the
Effective Date, to read as follows:
"Each Holder agrees that such Holder is bound by and subject to the
Articles of Association of the Company as if such Holder were a
holder of Shares, and each Holder agrees to comply with all
applicable provisions of Finnish law and the Articles of Association
of the Company, including any provision requiring such Holder to
disclose within a prescribed period of time an interest in Shares in
which their voting participation or their percentage of ownership of
reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% or
66-2/3% of such Shares outstanding or such other percentage as may
be required from time to time pursuant to any provisions of Finnish
law or otherwise. Each Holder acknowledges that failure by a Holder
to provide on a timely basis any such required notification of such
Holder's interest in Shares may result in the withholding of certain
rights in respect of such Holder's ADSs including, without
limitation, voting rights and the right to receive dividends or
other payments in respect of the Shares represented by such ADSs."
SECTION 2.05 Charges of Depositary.
(a) Section 5.06 of the Amended and Restated Deposit Agreement is
hereby amended and restated in its entirety, as of the Effective Date, to read
as follows:
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"The Company, the Holders, the Beneficial Owners, and persons
depositing Shares or surrendering ADSs for cancellation and
withdrawal of Deposited Securities shall be required to pay to the
Depositary the Depositary's fees and related charges identified as
payable by them respectively in the Fee Schedule attached hereto as
Exhibit B. All fees and charges so payable may, at any time and from
time to time, be changed by agreement between the Depositary and the
Company, but, in the case of fees and charges payable by Holders and
Beneficial Owners, only in the manner contemplated in Section 6.01.
The Depositary shall provide, without charge, a copy of its latest
fee schedule to anyone upon request.
Depositary Fees payable upon (i) deposit of Shares against issuance
of ADSs and (ii) surrender of ADSs for cancellation and withdrawal
of Deposited Securities will be charged by the Depositary to the
person to whom the ADSs so issued are delivered (in the case of ADS
issuances) and to the person who delivers the ADSs for cancellation
to the Depositary (in the case of ADS cancellations). In the case of
ADSs issued by the Depositary into the Depositary Trust Company
("DTC") or presented to the Depositary via DTC, the ADS issuance and
cancellation fees will be payable to the Depositary by the DTC
participant(s) receiving the ADSs from the Depositary or the DTC
participant(s) surrendering the ADSs to the Depositary for
cancellation, as the case may be, on behalf of the Beneficial
Owner(s) and will be charged by the DTC participant(s) to the
account(s) of the applicable Beneficial Owner(s) in accordance with
the procedures and practices of the DTC participant(s) as in effect
at the time. Depositary fees in respect of distributions are payable
to the Depositary by Holders as of the applicable ADS record date
established by the Depositary. In the case of distributions of cash,
the amount of the applicable Depositary fees is deducted by the
Depositary from the funds being distributed. In the case of
distributions other than cash, the Depositary will invoice the
applicable Holders as of the ADS record date established by the
Depositary. For ADSs held through DTC, the Depositary fees for
distributions other than cash are charged by the Depositary to the
DTC participants in accordance with the procedures and practices
prescribed by DTC from time to time and the DTC participants in turn
charge the amount of such fees to the Beneficial Owners for whom
they hold ADSs.
The Depositary may reimburse the Company for certain expenses
incurred by the Company in respect of the ADR program established
pursuant to the Deposit Agreement upon such terms and conditions as
the Company and the Depositary may agree from time to time. The
Company shall pay to the Depositary such fees and charges and
reimburse the Depositary for such out-of-pocket expenses as the
Depositary and the Company may agree from time to time.
Responsibility for payment of such charges and reimbursements may
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from time to time be changed by agreement between the Company and
the Depositary. Unless otherwise agreed, the Depositary shall
present its statement for such expenses and fees or charges to the
Company once every three months. The charges and expenses of the
Custodian are for the sole account of the Depositary.
The right of the Depositary to receive payment of fees, charges and
expenses as provided above shall survive the termination of the
Agreement. As to any Depositary, upon the resignation or removal of
such Depositary as described in Section 5.05, such right shall
extend for those fees, charges and expenses incurred prior to the
effectiveness of such resignation or removal."
(b) All references made in the Amended and Restated Deposit
Agreement to the fees and charges of the Depositary shall, as of the Effective
Date, refer to the fees and charges set forth in the Fee Schedule annexed as
Exhibit B to this Amendment.
SECTION 2.06 Voting by Electronic Means. To reflect the Depositary's
current practice to distribute voting materials electronically and to accept
voting instructions delivered by electronic means, the Amended and Restated
Deposit Agreement is hereby amended as of the Effective Date by adding a new
paragraph two to Section 4.08 thereof to read in its entirety as follows:
"Notwithstanding anything contained in the Agreement or any ADR, the
Depositary may, to the extent not prohibited by law, regulations or
applicable stock exchange requirements, in lieu of distribution of
the materials provided to the Depositary in connection with any
meeting of, or solicitation of consents or proxies from, holders of
Deposited Securities, distribute to the Holders a notice that
provides Holders with a means to retrieve such materials or receive
such materials upon request (i.e., by reference to a website
containing the materials for retrieval or a contact for requesting
copies of the materials)."
SECTION 2.07 Electronic Accessibility to Notices, Reports and
Communications.
(a) Section 4.10 of the Amended and Restated Deposit Agreement is
hereby amended and restated in its entirety, as of the Effective Date, to read
as follows:
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"The Depositary shall make available for inspection by Holders at
its Principal Office and at the office of each Custodian copies of
this Agreement, any notices, reports or communications, including
any proxy soliciting materials, received from the Company which are
both (a) received by the Depositary, Custodian or Nominee, as the
holder of the Deposited Securities, and (b) made generally available
to the holders of such Deposited Securities by the Company. The
Depositary shall also distribute to Holders copies of such notices,
reports and communications when furnished by the Company to the
Depositary pursuant to Section 5.08."
(b) the Amended and Restated Deposit Agreement is hereby amended as
of the Effective Date to add a new Section 4.12 to read in its entirety as
follows:
" The Company is subject to the periodic reporting requirements of
the Exchange Act and, accordingly, is required to file or submit
certain reports with the Commission. These reports can be retrieved
from the Commission's website (www.sec.gov) and can be inspected and
copied at the public reference facilities maintained by the
Commission located (as of the date of the Deposit Agreement) at 100
F Street, N.E., Washington D.C. 20549."
(c) The second sentence of the second paragraph of Section 5.08 of
the Amended and Restated Deposit Agreement is hereby amended and restated in its
entirety, as of the Effective Date, to read as follows:
"The Depositary shall arrange at the request of the Company and at
the Company's expense to provide copies thereof to all Holders or
make such notices, reports and other communications available to all
Holders on a basis similar to that for holders of Shares or other
Deposited Securities or on such other basis as the Company may
advise the Depositary may be required by any applicable law,
regulation or stock exchange requirement."
(d) The second paragraph of Section 7.05 of the Amended and Restated
Deposit Agreement is hereby amended and restated in its entirety, as of the
Effective Date, to read as follows:
"Any and all notices to be given to the Depositary shall be in
writing and shall be deemed to have been duly given if delivered by
hand, by a recognized international courier service, or by facsimile
transmission confirmed by letter sent by a courier addressed to
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Citibank, N.A., 388 Greenwich St., 14th Floor, New York, New York
10013, Attention: ADR Department (facsimile 212-816-6865) or to any
other address the Depositary may specify in writing."
(e) The third paragraph of Section 7.05 of the Amended and Restated
Deposit Agreement is hereby amended and restated in its entirety, as of the
Effective Date, to read as follows:
"Any and all notices to be given to any Holder shall be deemed to
have been duly given if (a) personally delivered or sent by mail or
cable, telex or facsimile transmission, confirmed by letter,
addressed to such Holder at the address of such Holder as it appears
on the books of the Depositary or, if such Holder shall have filed
with the Depositary a request that notices intended for such Holder
be mailed to some other address, at the address specified in such
request, or (b) if a Holder shall have designated such means of
notification as an acceptable means of notification under the terms
of the Agreement, by means of electronic messaging addressed for
delivery to the e-mail address designated by the Holder for such
purpose. Notice to Holders shall be deemed to be notice to
Beneficial Owners for all purposes of the Agreement. Failure to
notify a Holder or any defect in the notification to a Holder shall
not affect the sufficiency of notification to other Holders or to
the Beneficial Owners of ADSs held by such other Holders."
(f) the Amended and Restated Deposit Agreement is hereby amended as
of the Effective Date to add a new fifth paragraph to Section 7.05, as of the
Effective Date, to read in its entirety as follows:
"Delivery of a notice by means of electronic messaging shall be
deemed to be effective at the time of the initiation of the
transmission by the sender (as shown on the sender's records),
notwithstanding that the intended recipient retrieves the message at
a later date, fails to retrieve such message, or fails to receive
such notice on account of its failure to maintain the designated
e-mail address, its failure to designate a substitute e-mail address
or for any other reason."
SECTION 2.08 Termination. Section 6.02 of the Amended and Restated Deposit
Agreement is hereby amended and restated in its entirety, as of the Effective
Date, to read as follows:
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"The Depositary shall, at any time at the written direction of the
Company, terminate the Agreement by distributing notice of such
termination to the Holders of all ADSs then outstanding at least
thirty (30) days prior to the date fixed in such notice for such
termination. If ninety (90) days shall have expired after (i) the
Depositary shall have delivered to the Company a written notice of
its election to resign, or (ii) the Company shall have delivered to
the Depositary a written notice of the removal of the Depositary,
and, in either case, a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.05
of the Agreement, the Depositary may terminate the Agreement by
distributing notice of such termination to the Holders of all ADSs
then outstanding at least thirty (30) days prior to the date fixed
in such notice for such termination. The date so fixed for
termination of the Agreement in any termination notice so
distributed by the Depositary to the Holders of ADSs is referred to
as the "Termination Date". Until the Termination Date, the
Depositary shall continue to perform all of its obligations under
the Agreement, and the Holders and Beneficial Owners will be
entitled to all of their rights under the Agreement.
If any ADSs shall remain outstanding after the Termination Date, the
Registrar and the Depositary shall not, after the Termination Date,
have any obligation to perform any further acts under the Agreement,
except that the Depositary shall, subject, in each case, to the
terms and conditions of the Agreement, continue to (i) collect
dividends and other distributions pertaining to Deposited
Securities, (ii) sell securities and other property received in
respect of Deposited Securities, (iii) deliver Deposited Securities,
together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any securities
or other property, in exchange for ADSs surrendered to the
Depositary (after deducting, or charging, as the case may be, in
each case, the fees and charges of, and expenses incurred by, the
Depositary, and all applicable taxes or governmental charges for the
account of the Holders and Beneficial Owners, in each case upon the
terms set forth in Section 5.06 of the Agreement), and (iv) take
such actions as may be required under applicable law in connection
with its role as Depositary under the Agreement.
At any time after the Termination Date, the Depositary may sell the
Deposited Securities then held under the Agreement and shall after
such sale hold un-invested the net proceeds of such sale, together
with any other cash then held by it under the Agreement, in an
un-segregated account and without liability for interest, for the
pro - rata benefit of the Holders whose ADSs have not theretofore
been surrendered. After making such sale, the Depositary shall be
discharged from all obligations under the Agreement except (i) to
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account for such net proceeds and other cash (after deducting, or
charging, as the case may be, in each case, the fees and charges of,
and expenses incurred by, the Depositary, and all applicable taxes
or governmental charges for the account of the Holders and
Beneficial Owners, in each case upon the terms set forth in Section
5.06 of the Agreement), and (ii) as may be required at law in
connection with the termination of the Agreement. After the
Termination Date, the Company shall be discharged from all
obligations under the Agreement, except for its obligations to the
Depositary under Sections 5.06, 5.10 and 7.06 of the Agreement. The
obligations under the terms of the Agreement of Holders and
Beneficial Owners of ADSs outstanding as of the Termination Date
shall survive the Termination Date and shall be discharged only when
the applicable ADSs are presented by their Holders to the Depositary
for cancellation under the terms of the Agreement."
ARTICLE III
AMENDMENTS TO THE FORM OF ADR
SECTION 3.01 Custodian. The form of ADR attached as Exhibit A to the
Amended and Restated Deposit Agreement and each of the ADRs issued and
outstanding under the terms of the Amended and Restated Deposit Agreement is
hereby amended, as of the Effective Date, by deleting the second sentence of the
lead in paragraph thereof in its entirety and inserting the following in its
stead:
"At the date of the Deposit Agreement (as defined below), each
American Depositary Share represents one Share deposited under the
Deposit Agreement with a Custodian, which at the date of execution
of Amendment No. 1 to the Amended and Restated Deposit Agreement, is
Nordea Bank Finland PLC, Aleksis Kiven katu 3-5, FI-00020 NORDEA,
Finland (the "Custodian")."
SECTION 3.02 Introductory Paragraph. The form of ADR attached as Exhibit A
to the Amended and Restated Deposit Agreement and each of the ADRs issued and
outstanding under the terms of the Amended and Restated Deposit Agreement is
hereby amended, as of the Effective Date, by deleting the first sentence of
paragraph (1) thereof in its entirety and inserting the following in its stead:
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"This American Depositary Receipt is one of an issue of American
Depositary Receipts ("ADRs"), all issued and to be issued upon the
terms and conditions set forth in the Amended and Restated Deposit
Agreement, dated as of March 28, 2000, by and among the Company, the
Depositary and all Holders and Beneficial Owners from time to time
of ADSs evidenced by ADRs, as supplemented by that certain letter
agreement, dated as of September 27, 2007, by and between the
Company and the Depositary, and as amended by Amendment No. 1 to the
Amended and Restated Deposit Agreement, dated as of February [__],
2008, by and between the Company and the Depositary (as so amended
and supplemented and as further amended and supplemented from time
to time, the "Deposit Agreement"), each of whom by accepting an ADS
becomes bound by all the terms and provisions thereof."
SECTION 3.03 Address of Depositary. The form of ADR attached as Exhibit A
to the Amended and Restated Deposit Agreement and each of the ADR(s) issued and
outstanding under the terms of the Amended and Restated Deposit Agreement is
hereby amended as of the Effective Date by deleting the address of the
Depositary on the signature page of the ADR and inserting the following in its
stead:
"The Depositary's Principal Office is located at 388 Greenwich
Street, New York, New York 10013, U.S.A."
SECTION 3.04 Compliance with Law. The form of ADR attached as Exhibit A to
the Amended and Restated Deposit Agreement and each of the ADR(s) issued and
outstanding under the terms of the Amended and Restated Deposit Agreement is
hereby amended as of the Effective Date by deleting paragraph (7) thereof in its
entirety and inserting the following in its stead:
Each Holder agrees that such Holder is bound by and subject to the
Articles of Association of the Company as if such Holder were a
holder of Shares, and each Holder agrees to comply with all
applicable provisions of Finnish law and the Articles of Association
of the Company, including any provision requiring such Holder to
disclose within a prescribed period of time an interest in Shares in
which their voting participation or their percentage of ownership of
reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% or
66-2/3% of such Shares outstanding or such other percentage as may
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be required from time to time pursuant to any provisions of Finnish
law or otherwise. Each Holder acknowledges that failure by a Holder
to provide on a timely basis any such required notification of such
Holder's interest in Shares may result in the withholding of certain
rights in respect of such Holder's ADSs including, without
limitation, voting rights and the right to receive dividends or
other payments in respect of the Shares represented by such ADSs.
SECTION 3.05 Charges of the Depositary. The form of ADR attached as
Exhibit A to the Amended and Restated Deposit Agreement and each of the ADR(s)
issued and outstanding under the terms of the Amended and Restated Deposit
Agreement is hereby amended as of the Effective Date by deleting paragraph (8)
thereof in its entirety and inserting the following in its stead:
"The Depositary shall charge the following fees:
(i) Issuance Fee: to any person depositing Shares or to whom ADSs
are issued upon the deposit of Shares, a fee not in excess of
U.S. $5.00 per 100 ADSs (or fraction thereof) so issued under
the terms of the Deposit Agreement (excluding issuances
pursuant to paragraph (iv) below);
(ii) Cancellation Fee: to any person surrendering ADSs for
cancellation and withdrawal of Deposited Securities, a fee not
in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) so
surrendered;
(iii) Cash Distribution Fee: to any Holder of ADS(s), a fee not in
excess of U.S. $2.00 per 100 ADSs (or fraction thereof) held
for the distribution of cash dividends or other cash
distributions (i.e., upon the sale of rights and other
entitlements);
(iv) Stock Distribution/Rights Exercise Fee: to any Holder of
ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or
fraction thereof) held for the distribution of stock dividends
or other free stock distributions or upon the exercise of
rights to purchase additional ADSs;
(v) Other Distribution Fee: to any Holder of ADS(s), a fee not in
excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held
for the distribution of securities other than ADSs or rights
to purchase additional ADSs;
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(vii) ADR Transfer Fee: to any person presenting an ADR for
transfer, a fee not in excess of U.S. $1.50 per ADR so
presented for transfer.
In addition, Holders, Beneficial Owners, persons depositing Shares
and persons surrendering ADSs for cancellation and withdrawal of
Deposited Securities will be required to pay the following charges:
(a) taxes (including applicable interest and penalties) and other
governmental charges;
(b) such registration fees as may from time to time be in effect
for the registration of Shares or other Deposited Securities
on the share register and applicable to transfers of Shares or
other Deposited Securities to or from the name of the
Custodian, the Depositary or any nominees upon the making of
deposits and withdrawals, respectively;
(c) such cable, telex and facsimile transmission and Delivery
expenses as are expressly provided in the Deposit Agreement to
be at the expense of the person depositing or withdrawing
Shares or Holders and Beneficial Owners of ADSs;
(d) the expenses and charges incurred by the Depositary in the
conversion of foreign currency;
(e) such fees and expenses as are incurred by the Depositary in
connection with compliance with exchange control regulations
and other regulatory requirements applicable to Shares,
Deposited Securities, ADSs and ADRs; and
(f) the fees and expenses incurred by the Depositary, the
Custodian, or any nominee in connection with the Delivery or
servicing of Deposited Securities.
All fees and charges may, at any time and from time to time, be
changed by agreement between the Depositary and Company but, in the
case of fees and charges payable by Holders or Beneficial Owners,
only in the manner contemplated by paragraph (22) of this ADR and as
contemplated in the Agreement. The Depositary will provide, without
charge, a copy of its latest fee schedule to anyone upon request.
Depositary fees payable upon (i) deposit of Shares against issuance
of ADSs and (ii) surrender of ADSs for cancellation and withdrawal
of Deposited Securities will be charged by the Depositary to the
person to whom the ADSs so issued are delivered (in the case of ADS
issuances) and to the person who delivers the ADSs for cancellation
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to the Depositary (in the case of ADS cancellations). In the case of
ADSs issued by the Depositary into DTC or presented to the
Depositary via DTC, the ADS issuance and cancellation fees will be
payable to the Depositary by the DTC participant(s) receiving the
ADSs from the Depositary or the DTC participant(s) surrendering the
ADSs to the Depositary for cancellation, as the case may be, on
behalf of the Beneficial Owner(s) and will be charged by the DTC
participant(s) to the account(s) of the applicable Beneficial
Owner(s) in accordance with the procedures and practices of the DTC
participant(s) as in effect at the time. Depositary fees in respect
of distributions are payable to the Depositary by Holders as of the
applicable ADS record date established by the Depositary. In the
case of distributions of cash, the amount of the applicable
Depositary fees is deducted by the Depositary from the funds being
distributed. In the case of distributions other than cash, the
Depositary will invoice the applicable Holders as of the ADS record
date established by the Depositary. For ADSs held through DTC, the
Depositary fees for distributions other than cash are charged by the
Depositary to the DTC participants in accordance with the procedures
and practices prescribed by DTC from time to time and the DTC
participants in turn charge the amount of such fees to the
Beneficial Owners for whom they hold ADSs.
The Depositary may reimburse the Company for certain expenses
incurred by the Company in respect of the ADR program established
pursuant to the Agreement upon such terms and conditions as the
Company and the Depositary may agree from time to time. The Company
shall pay to the Depositary such fees and charges and reimburse the
Depositary for such out-of-pocket expenses as the Depositary and the
Company may agree from time to time. Responsibility for payment of
such charges and reimbursements may from time to time be changed by
agreement between the Company and the Depositary. Unless otherwise
agreed, the Depositary shall present its statement for such expenses
and fees or charges to the Company once every three months. The
charges and expenses of the Custodian are for the sole account of
the Depositary.
The right of the Depositary to receive payment of fees, charges and
expenses as provided above shall survive the termination of the
Agreement. As to any Depositary, upon the resignation or removal of
such Depositary as described in Section 5.05, Resignation and
Removal of the Depositary; Appointment of Successor Depositary, such
right shall extend for those fees, charges and expenses incurred
prior to the effectiveness of such resignation or removal."
14
SECTION 3.06 All references to the fees and charges of the Depositary made
in the form of ADR attached as Exhibit A to the Agreement and in each of the
ADRs outstanding, as of the Effective Date, under the terms of the Amended and
Restated Deposit Agreement shall, as of the Effective Date, refer to the fees
and charges of the Depositary set forth in paragraph (8) of the Form of ADR
attached as Exhibit A to this Amendment and the Fee Schedule attached as Exhibit
B to this Amendment.
SECTION 3.07 Voting by Electronic Means. To reflect the Depositary's
current practice in which a Holders may vote electronically, the form of ADR
attached as Exhibit A to the Amended and Restated Deposit Agreement and each of
the ADR(s) issued and outstanding under the terms of the Amended and Restated
Deposit Agreement is hereby amended as of the Effective Date by adding the
following as a new paragraph two to Section (15) thereof:
"Notwithstanding anything contained in the Agreement or any ADR, the
Depositary may, to the extent not prohibited by law, regulations or
applicable stock exchange requirements, in lieu of distribution of
the materials provided to the Depositary in connection with any
meeting of, or solicitation of consents or proxies from, holders of
Deposited Securities, distribute to the Holders a notice that
provides Holders with a means to retrieve such materials or receive
such materials upon request (i.e., by reference to a website
containing the materials for retrieval or a contact for requesting
copies of the materials)."
SECTION 3.08 Available Information. Section (12) of the form of ADR
attached as Exhibit A to the Amended and Restated Deposit Agreement and each of
the ADRs issued and outstanding under the terms of the Amended and Restated
Deposit Agreement is hereby amended, as of the Effective Date, by deleting such
paragraph in its entirety and inserting the following in its stead:
"The Company is subject to the periodic reporting requirements of
the Exchange Act and accordingly files certain information with the
Commission. These reports can be retrieved from the Commission's
15
website (www.sec.gov) and can be inspected and copied at the public
reference facilities maintained by the Commission located (as of the
date of the Deposit Agreement) at 100 F Street, N.E., Washington
D.C. 20549."
SECTION 3.09 Reports: Inspection of Transfer Books. The first sentence of
Section (17) of the form of ADR attached as Exhibit A to the Amended and
Restated Deposit Agreement and each of the ADRs issued and outstanding under the
terms of the Amended and Restated Deposit Agreement is hereby amended, as of the
Effective Date, by deleting such sentence in its entirety and inserting the
following in its stead:
"The Depositary will make available for inspection by Holders at its
Principal Office and at the principal office of the Custodian copies
of the Agreement and any notices, reports or communications,
including any proxy soliciting materials, received from the Company
which are both (a) received by the Depositary, Custodian or either
of its nominees, as the holder of the Deposited Securities, and (b)
made generally available to the holders of such Deposited Securities
by the Company. The Depositary will also distribute to Holders
copies of such notices, reports and communications when furnished by
the Company as provided in the Agreement."
SECTION 3.10 Termination of Agreement. Section (23) of the form of ADR
attached as Exhibit A to the Amended and Restated Deposit Agreement and each of
the ADRs issued and outstanding under the terms of the Amended and Restated
Deposit Agreement is hereby amended, as of the Effective Date, by deleting such
paragraph in its entirety and inserting the following in its stead:
"The Depositary shall, at any time at the written direction of the
Company, terminate the Agreement by distributing notice of such
termination to the Holders of all ADSs then outstanding at least
thirty (30) days prior to the date fixed in such notice for such
termination. If ninety (90) days shall have expired after (i) the
Depositary shall have delivered to the Company a written notice of
its election to resign, or (ii) the Company shall have delivered to
the Depositary a written notice of the removal of the Depositary,
and, in either case, a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.05
of the Agreement, the Depositary may terminate the Agreement by
distributing notice of such termination to the Holders of all ADSs
16
then outstanding at least thirty (30) days prior to the date fixed
in such notice for such termination. The date so fixed for
termination of the Agreement in any termination notice so
distributed by the Depositary to the Holders of ADSs is referred to
as the "Termination Date". Until the Termination Date, the
Depositary shall continue to perform all of its obligations under
the Agreement, and the Holders and Beneficial Owners will be
entitled to all of their rights under the Agreement.
If any ADSs shall remain outstanding after the Termination Date, the
Registrar and the Depositary shall not, after the Termination Date,
have any obligation to perform any further acts under the Agreement,
except that the Depositary shall, subject, in each case, to the
terms and conditions of the Agreement, continue to (i) collect
dividends and other distributions pertaining to Deposited
Securities, (ii) sell securities and other property received in
respect of Deposited Securities, (iii) deliver Deposited Securities,
together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any securities
or other property, in exchange for ADSs surrendered to the
Depositary (after deducting, or charging, as the case may be, in
each case, the fees and charges of, and expenses incurred by, the
Depositary, and all applicable taxes or governmental charges for the
account of the Holders and Beneficial Owners, in each case upon the
terms set forth in Section 5.06 of the Agreement), and (iv) take
such actions as may be required under applicable law in connection
with its role as Depositary under the Agreement.
At any time after the Termination Date, the Depositary may sell the
Deposited Securities then held under the Agreement and shall after
such sale hold un-invested the net proceeds of such sale, together
with any other cash then held by it under the Agreement, in an
un-segregated account and without liability for interest, for the
pro - rata benefit of the Holders whose ADSs have not theretofore
been surrendered. After making such sale, the Depositary shall be
discharged from all obligations under the Agreement except (i) to
account for such net proceeds and other cash (after deducting, or
charging, as the case may be, in each case, the fees and charges of,
and expenses incurred by, the Depositary, and all applicable taxes
or governmental charges for the account of the Holders and
Beneficial Owners, in each case upon the terms set forth in Section
5.06 of the Agreement), and (ii) as may be required at law in
connection with the termination of the Agreement. After the
Termination Date, the Company shall be discharged from all
obligations under the Agreement, except for its obligations to the
Depositary under Sections 5.06, 5.10 and 7.06 of the Agreement. The
obligations under the terms of the Agreement of Holders and
Beneficial Owners of ADSs outstanding as of the Termination Date
17
shall survive the Termination Date and shall be discharged only when
the applicable ADSs are presented by their Holders to the Depositary
for cancellation under the terms of the Agreement."
ARTICLE IV
ADDITIONS OF THE FEE SCHEDULE
SECTION 4.01 Amendment to Fee Schedule. The Fee Schedule annexed as
Exhibit B attached hereto is hereby added as Exhibit B to the Amended and
Restated Deposit Agreement.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
SECTION 5.01 Representations and Warranties. The Company represents and
warrants to, and agrees with, the Depositary and the Holders and Beneficial
Owners, that:
(a) This Amendment, when executed and delivered by the Company, and the
Amended and Restated Deposit Agreement and all other documentation executed and
delivered by the Company in connection therewith, will be and have been,
respectively, duly and validly authorized, executed and delivered by the
Company, and constitute the legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms,
subject to bankruptcy, insolvency, fraudulent transfer, moratorium and similar
laws of general applicability relating to or affecting creditors' rights and to
general equity principles; and
(b) In order to ensure the legality, validity, enforceability or
admissibility into evidence of this Amendment or the Amended and Restated
Deposit Agreement as amended hereby, and other document furnished hereunder or
thereunder in Finland, neither of such agreements need to be filed or recorded
with any court or other authority in Finland, nor does any stamp or similar tax
need be paid in Finland on or in respect of such agreements; and
18
(c) All of the information provided to the Depositary by the Company in
connection with this Amendment is true, accurate and correct.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01 Effective Date. This Amendment is dated as of February [__],
2008 and shall become effective for all purposes, including, without limitation,
as to the outstanding ADSs, upon the later to occur of (i) the expiration of
thirty (30) days after notice of this Amendment has been given to the holders of
record of outstanding ADRs or (ii) the date upon which the Commission declares
effective the applicable F-6 Registration Statement pursuant to which this
Amendment has been filed with the Commission. (the "Effective Date").
SECTION 6.02 New ADRs. From and after the Effective Date, the Depositary
shall arrange to have new ADRs printed or amended that reflect the changes to
the form of ADR effected by this Amendment. All ADRs issued after the Effective
Date, once such new ADRs are available, whether upon the deposit of Shares or
other Deposited Securities or upon the transfer, combination or split up of
existing ADRs, shall be substantially in the form of the specimen ADR attached
as Exhibit A hereto. However, ADRs issued prior or subsequent to the date
hereof, which do not reflect the changes to the form of ADR effected hereby, do
not need to be called in for exchange and may remain outstanding until such time
as the Holders thereof choose to surrender them for any reason under the Amended
and Restated Deposit Agreement. The Depositary is authorized and directed to
take any and all actions deemed necessary to effect the foregoing.
19
SECTION 6.03 Notice of Amendment to Holders of ADSs. The Depositary is
hereby directed to distribute notices informing the Holders of ADSs (i) of the
terms of this Amendment, (ii) of the Effective Date of this Amendment, and (iii)
that the Holder of ADRs shall be given the opportunity, but that it is
unnecessary, to substitute their ADRs with new ADRs reflecting the changes
effected by this Amendment, as provided in Section 6.01 hereof, and (iv) that
copies of this Amendment may be retrieved from the Commission's website at
www.sec.gov and may be obtained from the Depositary and the Company upon
request.
SECTION 6.04 Indemnification. The Company agrees to indemnify and hold
harmless the Depositary (and any and all of its directors, employees and
officers) for any and all liability it or they may incur as a result of the
terms of this Amendment and the transactions contemplated herein.
SECTION 6.05 Ratification. Except as expressly amended hereby, the terms,
covenants and conditions of the Amended and Restated Deposit Agreement as
originally executed shall remain in full force and effect.
SECTION 6.06 Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be wholly performed in the State of New York.
SECTION 6.07 Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, and all of such
counterparts together shall be deemed an original, and all such counterparts
together shall constitute one and the same instrument.
20
IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives thereunto duly authorized as of the
date set forth above.
NOKIA CORPORATION
By:
-------------------------------
Name:
Title:
CITIBANK, N.A., as Depositary
By:
-------------------------------
Name:
Title:
21
EXHIBIT A
Number___________ CUSIP Number ___________________
American Depositary Shares (Each
American Depositary Share
representing one ordinary share,
without nominal value, of the
Company)
[FORM OF FACE OF]
AMERICAN DEPOSITARY RECEIPT
FOR
AMERICAN DEPOSITARY SHARES
representing
DEPOSITED ORDINARY SHARES
of
NOKIA CORPORATION
(Incorporated in Finland with limited liability)
CITIBANK, N.A., a national banking association organized and existing
under the laws of the United States of America, as Depositary (the
"Depositary"), hereby certifies that ________________ is the owner of
________________ American Depositary Shares ("ADSs"), representing deposited
ordinary shares, without nominal value, of the Company or evidence of the right
to receive such shares ("Shares"), of Nokia Corporation, a corporation organized
under the laws of Finland (the "Company"). At the date of the Deposit Agreement
(as defined below), each American Depositary Share represents one ordinary Share
deposited under the Agreement with a Custodian, which at the date of execution
of Amendment No. 1 to the Amended and Restated Deposit Agreement, is Nordea Bank
Finland PLC, Aleksis Kiven katu 3-5, FI-00020 NORDEA, Finland (the
"Custodian"). The number of Shares represented by each ADS is subject to change
as provided in Article IV of the Deposit Agreement.
(1) The Deposit Agreement. This American Depositary Receipt is one of an
issue of American Depositary Receipts ("ADRs"), all issued and to be issued upon
the terms and conditions set forth in the Amended and Restated Deposit
Agreement, dated as of March 28, 2000, by and among the Company, the Depositary
and all Holders and Beneficial Owners from time to time of ADSs evidenced by
ADRs, as supplemented by that certain letter agreement, dated as of September
27, 2007, by and between the Company and the Depositary, and as amended by
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Amendment No. 1 to the Amended and Restated Deposit Agreement, dated as of
February [__], 2008, by and between the Company and the Depositary (as so
amended and supplemented and as further amended and supplemented from time to
time, the "Deposit Agreement"), each of whom by accepting an ADS becomes bound
by all the terms and provisions thereof. The Agreement sets forth the rights of
Holders of the ADRs and the rights and duties of the Depositary in respect of
the Shares deposited thereunder and any and all other securities, property and
cash from time to time received in respect of such Shares and held thereunder
(such Shares, securities, property and cash are herein called "Deposited
Securities"). Copies of the Agreement are on file at the Principal Office of the
Depositary and at the principal office of the Custodian. The statements made on
the face and the reverse of this ADR are summaries of certain provisions of the
Agreement and are qualified by and subject to the detailed provisions of the
Agreement, to which reference is hereby made. Terms defined in the Agreement and
not otherwise defined herein have the same defined meanings set forth in the
Agreement.
(2) Surrender of ADRs and Withdrawal of Deposited Securities. Upon
surrender at the Principal Office of the Depositary of this ADR or for the
purpose of withdrawal of the Deposited Securities represented by the ADSs
evidenced by this ADR, and upon payment of the fee of the Depositary for the
surrender of ADSs and withdrawal of Deposited Securities and payment of all
taxes and governmental charges payable in connection with such surrender, and
subject to the terms and conditions of the Agreement, such Holder will be
entitled to (i) delivery of the Shares represented by the ADSs evidenced by such
ADRs by book-entry credit to an account specified by such Holder within the
Finnish Book-Entry Securities System and (ii) physical delivery to him or upon
his order or, if available, to electronic transfer to an account designated by
such person, of any other Deposited Securities so represented. Such delivery of
Deposited Securities will be made promptly, as hereinafter provided. Each Holder
requesting delivery of Deposited Securities against surrender of an ADR must
deliver to the Depositary a written order containing delivery instructions. An
ADR surrendered received for such purposes may be required by the Depositary to
be properly endorsed or accompanied by properly executed instruments of
transfer.
Upon the receipt of such order and compliance with the terms of this
paragraph (2) the Depositary will direct the Custodian to make such book-entry
transfer, deliver at the principal office of such Custodian or make an
electronic transfer as provided above, in each case subject to the terms and
conditions of the Agreement, to or upon the written order of the person or
persons designated in such written instructions, such Deposited Securities,
except that the Depositary may make delivery to such person or persons at the
Principal Office of the Depositary of any cash dividends or distributions with
respect to the Deposited Securities, or of any proceeds of sale of any
dividends, distributions or rights with respect to the Deposited Securities,
which may at the time be held by the Depositary.
At the request, risk and expense of any Holder so surrendering an ADR, and
for the account of such Holder the Depositary will direct the Custodian to
forward certificate or certificates (if certificated Shares or other Deposited
Securities may be delivered and other proper documents of title, if any, for
such Deposited Securities to the Depositary for delivery at the Principal Office
of the Depositary. Such direction may be given by letter or, at the request,
risk and expense of such Holder, by cable, telex or facsimile transmission.
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The Depositary will not accept surrender of ADRs for the purpose of
withdrawal of less than one Share or one other Deposited Security. In addition,
the Depositary will only honor requests for withdrawal of whole numbers of
Shares. An ADR surrendered by a Holder thereof and received by the Depositary
for such purposes may be required by the Depositary to be properly endorsed or
accompanied by properly endorsed or accompanied by properly executed instruments
of transfer.
(3) Transfers, Split-ups and Combinations. Subject to the limitations
stated herein and in the Agreement, this ADR is transferable on the books of the
Depositary by the Holder hereof in person or by duly authorized attorney, upon
surrender of this ADR properly endorsed or accompanied by proper instruments of
transfer (including signature guarantees in accordance with standard industry
practice) and duly stamped as may be required by any applicable law. Upon notice
to the Company, the Depositary may close the transfer books, at any time or from
time to time, when deemed expedient by it in connection with the performance of
its duties under the Agreement or when requested by the Company. This ADR may be
split into other ADRs or may be combined with other ADRs into one ADR,
representing the same aggregate number of ADSs and registered in the name of the
same Holder as the ADR or ADRs surrendered. As a condition precedent to the
execution and delivery, registration of transfer, split-up, combination, or
surrender of any ADR for the purpose of withdrawal of any Deposited Securities,
the Depositary or the Custodian may require payment from the depositor of Shares
or the presenter of an ADR or the presenter of written instructions of a sum
sufficient to pay or reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto and payment of any
applicable fees as provided in Paragraph (8) of this ADR, may require the
production of proof satisfactory to it as to the identity and genuineness of any
signature, including but not limited to a signature guarantee in accordance with
industry practice, and may also require compliance with any laws or governmental
regulations relating to depositary receipts in general or to the withdrawal of
Deposited Securities.
(4) Limitations on Distributions, Transfers and Withdrawals. The
Depositary may refuse to register the transfer of any ADR, or make any
distribution of, or related to. Deposited Securities or any withdrawal of
Deposited Securities until it has received such proof of citizenship, residence,
exchange control approval, payment of applicable taxes or governmental charges,
legal or beneficial ownership or other information as it or the Company may deem
necessary or proper. Notwithstanding anything in the Agreement or this ADR to
the contrary, the registration of transfer of ADRs in particular instances may
be refused, or the registration of transfer generally may be suspended, or the
surrender of outstanding ADRs for the purpose of withdrawal of Deposited
Securities may be suspended, but only as required in connection with (i)
temporary delays caused by closing the transfer books of the Depositary or the
issuer of any Deposited Securities (or the appointed agent or agents for such
issuer for the transfer and registration of such Deposited Securities) or the
deposit of Shares in connection with voting at a shareholders' meeting, or the
payment of dividends, (ii) payment of fees, taxes and similar charges, or (iii)
compliance with any U.S. or foreign laws or governmental regulations relating to
the ADRs or to the withdrawal of the Deposited Securities, in each case subject
to the provisions of the following paragraph and General Instruction I.A.(1) of
Form F-6 under the Securities Act.
Without limitation of the foregoing, except as provided by Section 2.10 of
the Deposit Agreement, neither the Depositary nor the Custodian shall knowingly
A-3
accept for deposit under the Agreement any Shares required to be registered
under the Securities Act prior to being offered and sold publicly in the United
States unless a registration statement is in effect as to such Shares.
(5) Liability of Holder For Taxes and Other Charges. If any Finnish or
other tax or governmental charge shall become payable with respect hereto or to
any Deposited Securities represented by the ADSs evidenced hereby, such tax or
other governmental charge shall be payable by the Holder hereof to the
Depositary and any Beneficial Owner hereof shall be liable to the Holder
therefor. The Depositary may refuse, and the Company shall be under no
obligation, to effect any registration of transfer of all or any part of this
ADR or any withdrawal of Deposited Securities represented by the ADSs evidenced
hereby until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Holder hereof any part or all
of the Deposited Securities represented by the ADSs evidenced hereby, and may
apply such dividends or other distributions or the proceeds of any such sale in
payment of such tax or other governmental charge, the Holder and the Beneficial
Owners hereof remaining liable for any deficiency.
(6) Warranties by Deposit of Shares. Each person depositing Shares under
this Agreement shall be deemed thereby to represent and warrant that (i) such
Shares and each certificate therefor are free and clear of any lien,
encumbrance, security interest, charge, mortgage, pledge or restriction on
transfer, (ii) such Shares have been fully paid and are nonassessable, (iii) the
person making such deposit is duly authorized to do so, and (iv) except as
contemplated by Section 2.10 of the Deposit Agreement, the deposit of such
Shares or sale of ADRs issuable upon such deposit is not restricted under the
Securities Act. Such representations and warranties shall survive the deposit of
Shares and the issuance or cancellation of ADRs.
(7) Compliance with Law. Each Holder agrees that such Holder is bound by
and subject to the Articles of Association of the Company as if such Holder were
a holder of Shares, and each Holder agrees to comply with all applicable
provisions of Finnish law and the Articles of Association of the Company,
including any provision requiring such Holder to disclose within a prescribed
period of time an interest in Shares in which their voting participation or
their percentage of ownership of reaches, exceeds or falls below 5%, 10%, 15%,
20%, 25%, 30%, 50% or 66-2/3% of such Shares outstanding or such other
percentage as may be required from time to time pursuant to any provisions of
Finnish law or otherwise. Each Holder acknowledges that failure by a Holder to
provide on a timely basis any such required notification of such Holder's
interest in Shares may result in the withholding of certain rights in respect of
such Holder's ADSs including, without limitation, voting rights and the right to
receive dividends or other payments in respect of the Shares represented by such
ADSs.
(8) Charges of Depositary. The Depositary shall charge the following fees:
(i) Issuance Fee: to any person depositing Shares or to whom ADSs
are issued upon the deposit of Shares, a fee not in excess of
U.S. $5.00 per 100 ADSs (or fraction thereof) so issued under
the terms of the Deposit Agreement (excluding issuances
pursuant to paragraph (iv) below);
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(ii) Cancellation Fee: to any person surrendering ADSs for
cancellation and withdrawal of Deposited Securities, a fee not
in excess of U.S. $5.00 per 100 ADSs (or fraction thereof) so
surrendered;
(iii) Cash Distribution Fee: to any Holder of ADS(s), a fee not in
excess of U.S. $2.00 per 100 ADSs (or fraction thereof) held
for the distribution of cash dividends or other cash
distributions (i.e., upon the sale of rights and other
entitlements);
(iv) Stock Distribution/Rights Exercise Fee: to any Holder of
ADS(s), a fee not in excess of U.S. $5.00 per 100 ADSs (or
fraction thereof) held for the distribution of stock dividends
or other free stock distributions or upon the exercise of
rights to purchase additional ADSs;
(v) Other Distribution Fee: to any Holder of ADS(s), a fee not in
excess of U.S. $5.00 per 100 ADSs (or fraction thereof) held
for the distribution of securities other than ADSs or rights
to purchase additional ADSs;
(vii) ADR Transfer Fee: to any person presenting an ADR for
transfer, a fee not in excess of U.S. $1.50 per ADR so
presented for transfer.
In addition, Holders, Beneficial Owners, persons depositing Shares and
persons surrendering ADSs for cancellation and withdrawal of Deposited
Securities will be required to pay the following charges:
(a) taxes (including applicable interest and penalties) and other
governmental charges;
(b) such registration fees as may from time to time be in effect
for the registration of Shares or other Deposited Securities
on the share register and applicable to transfers of Shares or
other Deposited Securities to or from the name of the
Custodian, the Depositary or any nominees upon the making of
deposits and withdrawals, respectively;
(c) such cable, telex and facsimile transmission and Delivery
expenses as are expressly provided in the Deposit Agreement to
be at the expense of the person depositing or withdrawing
Shares or Holders and Beneficial Owners of ADSs;
(d) the expenses and charges incurred by the Depositary in the
conversion of foreign currency;
(e) such fees and expenses as are incurred by the Depositary in
connection with compliance with exchange control regulations
and other regulatory requirements applicable to Shares,
Deposited Securities, ADSs and ADRs; and
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(f) the fees and expenses incurred by the Depositary, the
Custodian, or any nominee in connection with the Delivery or
servicing of Deposited Securities.
All fees and charges may, at any time and from time to time, be changed by
agreement between the Depositary and Company but, in the case of fees and
charges payable by Holders or Beneficial Owners, only in the manner contemplated
by paragraph (22) of this ADR and as contemplated in the Agreement. The
Depositary will provide, without charge, a copy of its latest fee schedule to
anyone upon request.
Depositary fees payable upon (i) deposit of Shares against issuance of
ADSs and (ii) surrender of ADSs for cancellation and withdrawal of Deposited
Securities will be charged by the Depositary to the person to whom the ADSs so
issued are delivered (in the case of ADS issuances) and to the person who
delivers the ADSs for cancellation to the Depositary (in the case of ADS
cancellations). In the case of ADSs issued by the Depositary into DTC or
presented to the Depositary via DTC, the ADS issuance and cancellation fees will
be payable to the Depositary by the DTC participant(s) receiving the ADSs from
the Depositary or the DTC participant(s) surrendering the ADSs to the Depositary
for cancellation, as the case may be, on behalf of the Beneficial Owner(s) and
will be charged by the DTC participant(s) to the account(s) of the applicable
Beneficial Owner(s) in accordance with the procedures and practices of the DTC
participant(s) as in effect at the time. Depositary fees in respect of
distributions are payable to the Depositary by Holders as of the applicable ADS
record date established by the Depositary. In the case of distributions of cash,
the amount of the applicable Depositary fees is deducted by the Depositary from
the funds being distributed. In the case of distributions other than cash, the
Depositary will invoice the applicable Holders as of the ADS record date
established by the Depositary. For ADSs held through DTC, the Depositary fees
for distributions other than cash are charged by the Depositary to the DTC
participants in accordance with the procedures and practices prescribed by DTC
from time to time and the DTC participants in turn charge the amount of such
fees to the Beneficial Owners for whom they hold ADSs.
The Depositary may reimburse the Company for certain expenses incurred by
the Company in respect of the ADR program established pursuant to the Agreement
upon such terms and conditions as the Company and the Depositary may agree from
time to time. The Company shall pay to the Depositary such fees and charges and
reimburse the Depositary for such out-of-pocket expenses as the Depositary and
the Company may agree from time to time. Responsibility for payment of such
charges and reimbursements may from time to time be changed by agreement between
the Company and the Depositary. Unless otherwise agreed, the Depositary shall
present its statement for such expenses and fees or charges to the Company once
every three months. The charges and expenses of the Custodian are for the sole
account of the Depositary.
The right of the Depositary to receive payment of fees, charges and
expenses as provided above shall survive the termination of the Agreement. As to
any Depositary, upon the resignation or removal of such Depositary as described
in Section 5.05, Resignation and Removal of the Depositary; Appointment of
Successor Depositary, such right shall extend for those fees, charges and
expenses incurred prior to the effectiveness of such resignation or removal.
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(9) Title to ADRs. Subject to the limitations set forth herein or in the
Agreement, it is a condition of this ADR, and every successive Holder hereof by
accepting or holding the same consents and agrees that when properly endorsed or
accompanied by proper instruments of transfer (including signature guarantees in
accordance with standard industry practice) title to this ADR (and to each ADS
evidenced hereby) is transferable by delivery with the same effect as in the
case of a negotiable instrument in accordance with the laws of the State of New
York; provided, however, that the Company and the Depositary, notwithstanding
any notice to the contrary, may deem and treat the Holder of this ADR as the
absolute owner hereof for any purpose, including, without limitation, the
purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Agreement and neither the
Depositary nor the Company shall have any obligation or be subject to any
liability under the Agreement to any holder hereof unless such holder is the
Holder hereof.
(10) Validity of ADR. This ADR shall not be entitled to any benefits under
the Agreement or be valid or obligatory for any purpose, unless this ADR has
been executed by the Depositary by the manual signature of a duly authorized
signatory or, if a Registrar for the ADRs has been appointed, such signature may
be a facsimile if this ADR is countersigned by the manual signature of a duly
authorized signatory of such Registrar.
(11) Disclosure of Beneficial Ownership. The Company and the Depositary
may from time to time request the Holder or former Holders hereof to provide
information as to the capacity in which they hold or held ADRs and regarding the
identity of any other persons then or previously holding any beneficial or other
interest in such ADRs and the nature of such interest and various other matters.
Each such Holder agrees to provide any such information reasonably requested by
the Company or the Depositary pursuant to the Agreement whether or not still a
Holder at the time of such request. The Depositary may enforce disclosure of
beneficial or other ownership of ADRs by blocking transfer, voting and other
rights when so instructed by the Company.
(12) Available Information. The Company is subject to the periodic
reporting requirements of the Exchange Act and accordingly files certain
information with the Commission. These reports can be retrieved from the
Commission's website (www.sec.gov) and can be inspected and copied at the public
reference facilities maintained by the Commission located (as of the date of the
Deposit Agreement) at 100 F Street, N.E., Washington D.C. 20549.
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Dated:
CITIBANK, N.A., CITIBANK, N.A.,
Transfer Agent and Registrar as Depositary
By: _______________________________ By: _______________________________
Authorized Signatory Vice President
The address of the Principal Office of the Depositary is 388 Greenwich
Street, New York, New York 10013, U.S.A.
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[FORM OF REVERSE OF ADR]
SUMMARY OF CERTAIN ADDITIONAL PROVISIONS
OF THE AGREEMENT
(13) Dividends and Distributions: Rights. Whenever the Custodian or the
Depositary receives any cash dividend or other cash distribution in respect of
any Deposited Securities, the Depositary shall promptly, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into dollars which can, at
the time of receipt thereof be transferred to the United States and distributed
to the Holders entitled thereto and, subject to the provisions of the Deposit
Agreement, convert or cause to be converted such foreign currency into dollars
and will distribute promptly the amount thus received and any other dollars
received by the Custodian or Depositary in respect of Deposited Securities (less
any reasonable and customary expenses incurred by the Depositary in converting
such foreign currency) to the Holders entitled thereto, in proportion to the
number of ADSs representing such Deposited Securities held by them respectively;
provided, however, that the amount distributed will be reduced by any amounts
required to be withheld by the Company, the Depositary or the Custodian in
respect of taxes or other governmental charges. If in the judgment of the
Depositary amounts received in foreign currency may not be converted on a
reasonable basis into dollars transferable to the United States and
distributable to the Holders entitled thereto, or may not be so convertible for
all of the Holders entitled thereto, the Depositary may, subject to applicable
laws and regulations make such conversion, if any, distribute in dollars to the
extent permissible to the Holders entitled thereto and distribute the balance of
the foreign currency received and not so convertible by the Depositary to, or
hold such balance (without liability for interest) for the respective accounts
of, the Holders entitled thereto.
Whenever the Custodian receives any distribution other than cash, Shares
or rights upon any Deposited Securities, the Depositary will, after consultation
with the Company, cause the securities or property received by the Custodian to
be distributed to the Holders entitled thereto in proportion to the number of
ADSs representing such Deposited Securities held by them respectively, in any
manner that the Depositary may deem equitable and practicable for accomplishing
such distribution following consultation with the Company. If in the reasonable
opinion of the Depositary any distribution other than cash, Shares or rights
upon any Deposited Securities cannot be made proportionately among the Holders
entitled thereto, or if for any other reason the Depositary deems such
distribution not to be feasible, the Depositary may adopt such method as it may
deem equitable and practicable for the purpose of effecting such distribution,
including the sale (at public or private sale) of the securities or property
thus received, or any part thereof, and the net proceeds of any such sale will
be distributed by the Depositary to the Holders entitled thereto as in the case
of a distribution received in cash.
If any distribution upon any Deposited Securities consists of a dividend
in, or free distribution of, Shares, the Depositary may with the Company's
approval, and will if the Company so requests, distribute to the Holders
entitled thereto, in proportion to the number of ADSs representing such
Deposited Securities held by them respectively, additional ADRs for an aggregate
number of ADSs representing the number of Shares received as such dividend or
free distribution. If the Depositary deems such distribution for any reason not
to be feasible, the Depositary may adopt such method as it may deem equitable
and practicable for the purpose of effecting such distribution, including the
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sale (at public or private sale) of the Shares thus received, or any part
thereof, and the net proceeds of any such sale will be distributed by the
Depositary to the Holders entitled thereto as in the case of a distribution in
cash. In lieu of issuing ADRs for fractional ADSs in any such case, the
Depositary will sell the number of Shares represented by the aggregate of such
fractions and distribute the net proceeds converted into dollars (if such
conversion may in the judgment of the Depositary be achieved on a reasonable
basis), to the Holders entitled thereto as in the case of a distribution
received in cash. If additional ADRs are not so distributed, each ADS will
thenceforth also represent the additional Shares distributed upon the Deposited
Securities represented thereby.
In the event that the Company shall offer or cause to be offered to
holders of any Deposited Securities an option to elect to receive dividends in
fully-paid Shares instead of cash, the Depositary and the Company will consult
to determine whether such option will be made available to Holders, and if such
option is to be made available, the procedures to be followed. The offering of
any such option to Holders shall be subject to Section 5.09 of the Deposit
Agreement.
In the event that the Company offers or causes to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary, after consultation
with the Company, will have discretion as to the procedure to be followed in
making such rights available to the Holders entitled thereto by means of
warrants or otherwise, subject to Section 5.09 of the Agreement, or in disposing
of such rights on behalf of such Holders and distributing the net proceeds in
cash to such Holders or, if by the terms of such rights offering or by reason of
applicable law, the Depositary may neither make such rights available to such
Holders nor dispose of such rights and distribute the net proceeds to such
Holders, then the Depositary will allow the rights to lapse; provided, however,
that, if requested by the Company, the Depositary will (a) as soon as
practicable, make such rights available to all or certain Holders by means of
warrants or otherwise, if lawful and feasible or (b) if making such rights
available to certain Holders is not lawful or not feasible, or if the rights
represented by such warrants or other instruments are not exercised and appear
to be about to lapse, the Depositary will make reasonable efforts to sell such
rights or warrants or other instruments at public or private sale, at such place
or places and upon such terms as the Depositary may deem proper and allocate the
net proceeds of such sales for the account of the Holders otherwise entitled
thereto upon an averaged or other practicable basis without regard to any
distinctions among such Holders because of exchange restrictions or the date of
delivery of any ADR or ADRs, or otherwise.
(14) Record Dates. Whenever any cash dividend or other cash distribution
becomes payable or any distribution other than cash is to be made, or whenever
rights are to be issued, with respect to the Deposited Securities, or whenever,
for any reason, the Depositary causes a change in the number of Shares that are
represented by each ADS, or whenever the Depositary receives notice of any
meeting of holders of Shares or other Deposited Securities, or whenever the
Depositary finds it necessary or convenient in respect of any matter, the
Depositary will fix a record date after consultation with the Company (which
shall, to the extent practicable, be the same as the corresponding record date
set by the Company) for the determination of the Holders who will be entitled to
receive such dividend, distribution or rights, or the net proceeds of the sale
thereof, or to receive information as to such meeting, subject to the provisions
of the Agreement.
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(15) Voting of Deposited Securities. Upon receipt of notice of any meeting
of holders of Shares or other Deposited Securities, the Depositary shall, as
soon as practicable thereafter, distribute to the Holders of Receipts (A) a
notice in English which shall contain (i) such information as is contained in
such notice of meeting, and (ii) a statement that the Holders as of the close of
business in New York on a record date established by the Depositary pursuant to
the terms of this Deposit Agreement will be entitled, subject to any applicable
provisions of Finnish law and the Articles of Association of the Company and the
terms of the Deposited Securities, to instruct the Depositary as to the exercise
of the voting rights, if any, pertaining to the amount of Shares or other
Deposited Securities represented by such Holder's ADSs, (B) a voting
instructions card to be prepared by the Depositary and the Company (a "Voting
Card") setting forth, inter alia, the date established by the Depositary for the
receipt of such Voting Card (the "Cut-off-Date") and (C) copies or summaries in
English of any materials provided by the Company for the purpose of enabling the
Holders to give instructions for the exercise of such voting rights. Voting
instructions may be given only in respect of a number of ADSs representing an
integral number of Shares.
Notwithstanding anything contained in the Agreement or any ADR, the
Depositary may, to the extent not prohibited by law, regulations or applicable
stock exchange requirements, in lieu of distribution of the materials provided
to the Depositary in connection with any meeting of, or solicitation of consents
or proxies from, holders of Deposited Securities, distribute to the Holders a
notice that provides Holders with a means to retrieve such materials or receive
such materials upon request (i.e., by reference to a website containing the
materials for retrieval or a contact for requesting copies of the materials).
As a precondition for exercising any voting rights, any persons holding
ADSs who are not the Holders of the Receipt(s) registered in name on the books
of the Depositary evidencing such ADSs (e.g., persons holding their ADSs through
The Depository Trust Company) must arrange for the delivery in a blocked account
("Blocking"), established for such purposes by the Depositary, of the relevant
number of ADSs for the period to commence and end on dates to be fixed by the
Depositary (on dates which shall be as near as practicable to the corresponding
date established by the Company in respect of the Shares) after consultation
with the Company and set forth on the Voting Card (the "Blocking Period") to
allow for such Holder's ADSs to be temporarily exchanged for Shares and such
Shares to be registered in such Holder's name on the Finnish Book-Entry
Securities System (the "Re-registration"). The Depositary will use its best
efforts to implement and maintain procedures to allow for the Blocking of ADSs
as contemplated by the preceding sentence. Holders of Receipts registered in the
name on the books of the Depositary (other than the Depository Trust Company)
will not, as a precondition for exercising voting rights, be required to deliver
their ADSs to the Depositary for Blocking but will be required to irrevocably
instruct the Depositary not to transfer the Receipts (and not to cancel such
Receipts upon receipt of cancellation and withdrawal instructions) evidencing
the ADSs in respect of which voting instructions have been given ("Stop Transfer
Instructions") to allow for Re-registration. The Depositary shall, upon receipt
of such Stop Transfer Instructions, refuse to transfer (and cancel Receipts upon
receipt of cancellation and withdrawal instructions) the Receipts indicated in
such Stop Transfer Instructions, during the Blocking Period.
A-11
The Depositary shall not be responsible if any such instructions are not
carried out or for the manner in which instructions are carried out or the
effect of any such action or omission, provided that such action or omission is
without negligence and in good faith. Each Holder agrees that neither the
Depositary nor the Custodian shall have any responsibility for any Shares that
are transferred to the account of any Holder in the Finnish Book-Entry
Securities System pursuant to any such instructions.
Upon receipt by the Depositary from a Holder of ADSs of (i) a properly
completed Voting Card on or before the Cut-off Date and (ii) either the
requisite number of ADSs delivered for Blocking or duly completed Stop Transfer
Instructions, the Depositary will, in respect of such ADSs, forward the voting
instructions contained in the Voting Card to the Custodian and will instruct the
Custodian to use its best efforts, insofar as practical and permitted under any
applicable provisions of law and the Articles of Association of the Company, to
vote or cause to be voted the Shares represented by such ADSs in accordance with
the instructions set forth in such Voting Card. The Depositary will only vote,
or cause to be voted, or attempt to exercise the right to vote that attaches to,
Shares represented by ADSs in respect of which a properly completed Voting Card
has been received. In the case of a Voting Card received in respect of any
holder of ADSs who is not the Holder of the Receipt evidencing such ADSs on the
books of the Depositary, the Depositary will not vote or cause to be voted the
number of Shares represented by such ADSs unless the Depositary has received
verification that such number of ADSs has been deposited in a blocked account
for the Blocking Period by such person. The Depositary will not vote, or cause
to be voted, or attempt to exercise the right to vote that attaches to, Shares
represented by ADSs in respect of which the Voting Card is not properly
completed or in respect of which (and to the extent) the voting instructions
included in the Voting Card are illegible or unclear.
The Depositary will use its best efforts to cooperate with any information
agent retained by the Company in connection with the distribution of voting
materials as contemplated by this Section.
Holders of ADSs who wish to attend any meeting of the Company's
shareholders in person will need to (1) withdraw the Deposited Securities
represented by their ADSs pursuant to Section 2.05 of this Agreement and (2)
make separate arrangements with the Company regarding the Company's voting
procedures.
Notwithstanding anything in this Depositary Agreement to the contrary, the
Depositary and the Company may modify or amend the above voting procedures or
adopt additional voting procedures from time to time as they determine may be
necessary or appropriate to comply with United States law or the Articles of
Association of the Company.
(16) Changes Affecting Deposited Securities. Upon any change in nominal
value, split-up, consolidation or any other reclassification of Deposited
Securities, or upon any recapitalization, reorganization, merger or
consolidation of the Company or sale of assets by the Company, any securities
which shall be received by the Depositary or the Custodian in exchange for or in
A-12
conversion of or in respect of Deposited Securities will be treated as new
Deposited Securities under the Agreement, subject to the terms of the Agreement,
and the ADSs shall thenceforth represent the new Deposited Securities so
received in exchange or conversion, unless additional or new ADRs are delivered
pursuant to the following sentence. In any such case the Depositary may, with
the Company's approval, and will, if the Company so requests, execute and
deliver additional ADRs, as in the case of a stock dividend on the Shares, or
call for the surrender of outstanding ADRs to be exchanged for new ADRs
specifically describing such new Deposited Securities. Immediately upon the
occurrence of any such change, conversion or exchange covered by Section 4.09 of
the Agreement in respect of the Deposited Securities, the Depositary will give
notice thereof, at the Company's expense, in writing to all Holders.
(17) Reports: Inspection of Transfer Books. The Depositary will make
available for inspection by Holders at its Principal Office and at the principal
office of the Custodian copies of the Agreement and any notices, reports or
communications, including any proxy soliciting materials, received from the
Company which are both (a) received by the Depositary, Custodian or either of
its nominees, as the holder of the Deposited Securities, and (b) made generally
available to the holders of such Deposited Securities by the Company. The
Depositary will also distribute to Holders copies of such notices, reports and
communications when furnished by the Company as provided in the Agreement. The
Depositary will keep books at its Principal Office for the registration of ADRs
and their transfer which at all reasonable times will be open for inspection by
Holders and the Company, provided that such inspection is not for the purpose of
communicating with Holders in the interest of a business or object other than
the business of the Company or a matter related to the Agreement or the ADRs.
After consultation with the Company, the Depositary may close the transfer
books, at any time or from time to time, when deemed expedient by it in
connection with the performance of its duties under the Deposit Agreement or
upon the request of the Company.
(18) Withholding. Notwithstanding any other provision of the Agreement, in
the event that the Depositary determines that any distribution of property
(including Shares or rights to subscribe therefor and other securities) is
subject to any tax or governmental charges which the Depositary is obligated to
withhold, the Depositary may dispose of all or a portion of such property
(including Shares and rights to subscribe therefor and other securities) in such
amounts and in such manner as the Depositary deems necessary and practicable to
pay such taxes or governmental charges, including by public or private sale, and
the Depositary will distribute the net proceeds of any such sale or the balance
of any such property after deduction of such taxes or governmental charges to
the Holders entitled thereto, in proportion to the number of ADSs held by them
respectively.
Notwithstanding any other provision of this Agreement, before making any
distribution or other payment on any Deposited Securities, the Company may make
such deductions (if any) which, by the laws of Finland, the Company is required
to make in respect of any income, capital gains or other taxes and the Company
may also deduct the amount of any tax or governmental charges payable by the
Company or for which the Company might be made liable in respect of such
distribution or other payment or any document signed in connection therewith. In
making such deductions, the Company shall have no obligation to any Holder to
apply a rate under any treaty or other arrangement between Finland and the
country within which such Holder is resident unless such Holder has timely
provided to the company evidence of the residency of such Holder that is
satisfactory to the relevant tax authorities of Finland.
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(19) Certain Rights of the Depositary: Limitations. The Depositary and its
agents may own and deal in any class of securities of the Company and its
affiliates and in ADSs. The Depositary may execute and deliver ADSs against
evidence of rights to receive Shares from the Company, or any custodian,
registrar, transfer agent, clearing agency or other entity involved in ownership
or transaction records on behalf of the Company in respect of the Shares. Such
evidence of rights shall consist of written blanket or specific guarantees of
ownership of Shares furnished on behalf of the holder thereof. Neither the
Depositary nor the Custodian, as such, shall lend Shares or ADSs; provided,
however, the Depositary reserves the right to (i) execute and deliver ADRs prior
to the receipt of Shares pursuant to Section 2.02 of the Agreement and (ii)
deliver Shares prior to the receipt and cancellation of ADRs pursuant to Section
2.05 of the Agreement, including ADRs which were issued under (i) above but for
which Shares may not have been received. The Depositary may receive ADRs in lieu
of Shares under (i) above and receive Shares in lieu of ADRs under (ii) above.
Each such transaction shall be (a) accompanied by (x) a written representation
by the person or entity (the "Applicant") to whom ADRs are issued or Shares
delivered that at the time the Depositary executes and delivers such ADRs or
delivers such Shares, the Applicant or its customer owns the Shares or ADRs to
be delivered to the Depositary or (y) such evidence of ownership of Shares or
ADRs as the Depositary deems appropriate, (b) subject to a written
representation by the Applicant that it will hold such Shares or ADRs in trust
for the Depositary until their delivery to the Depositary or Custodian and
reflect on its records the Depositary as owner of such Shares or ADRs and
deliver such Shares upon the Depositary's request, (c) at all times fully
collateralized (marked to market daily) with cash, United States government
securities, or other collateral of comparable safety and liquidity, (d)
terminable by the Depositary on not more than five (5) business days' notice,
and (e) subject to such further indemnities and credit regulations as the
Depositary deems appropriate. The Depositary intends that the number of ADRs
executed and delivered by it under (i) above and outstanding at any time,
generally will not exceed thirty percent (3 0%) of the ADRs executed and
delivered by the Depositary and with respect to which Shares are on deposit with
the Depositary or Custodian. The Depositary will also set limits with respect to
the number of ADRs and Shares involved in transactions to be effected hereunder
with any one person on a case by case basis as it deems appropriate.
Collateral provided by an Applicant for ADRs or Shares, but not the
earnings thereon, shall be held for the benefit of the Holder. The Depositary
may retain for its own account any compensation received by it in connection
with the foregoing, including without limitation earnings on the collateral.
(20) Liability of the Company and the Depositary. Neither the Depositary
nor the Company will incur any liability to any Holder of this ADR, if by reason
of any provision of any present or future law of the United States, Finland or
any other country or jurisdiction, or of any other governmental authority, or by
reason of any provision, present or future, of the Articles of Association of
the Company, or by reason of any act of God or war or other circumstances beyond
its control, the Depositary or the Company is prevented, delayed or forbidden
from doing or performing any act or thing which by the terms of the Agreement it
is provided shall be done or performed. Neither the Company nor the Depositary
A-14
assumes any obligation or shall be subject to any liability under the Agreement
or the ADRs to Holders, except that each of them agrees to act in good faith and
without negligence in the performance of such duties as are specifically set
forth in the Agreement. The Depositary and the Company undertake to perform such
duties and only such duties as are specifically set forth in the Agreement, and
no implied covenants or obligations shall be read into the Agreement against the
Depositary or the Company. Neither the Depositary nor the Company will be under
any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any Deposited Securities or in respect of the ADRs,
which in its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be furnished as often as
may be required, and no Custodian will be under any obligation whatsoever with
respect to such proceedings, the responsibility of the Custodian being solely to
the Depositary. Neither the Depositary nor the Company will be liable for any
action or inaction by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any
Holder, or any other person believed by it in good faith to be competent to give
such advice or information. Each of the Depositary and its agents and the
Company and its agents may rely and will be protected in acting upon any written
notice, request, direction or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties. Subject to the
provisions of the Agreement, the Depositary may own and deal in any class of
securities of the Company (and its affiliates) and in ADRs.
(21) Resignation and Removal of Depositary: Substitution of Custodian. The
Depositary may at any time resign as Depositary under the Agreement by written
notice of its election so to do delivered to the Company, such resignation to
take effect upon the later of 60 days after the giving of such notice and the
appointment of a successor depositary and its acceptance of such appointment as
provided in the Agreement. The Depositary may at any time be removed by the
Company by written notice of such removal, which will become effective upon the
later of 60 days after the giving of such notice and the appointment of a
successor depositary and its acceptance of such appointment as provided in the
Agreement. The term "Depositary" shall also refer to any successor depositary
appointed pursuant to this paragraph 21. The Depositary, after consultation with
the Company, will use reasonable efforts to appoint a substitute or an
additional custodian and the term "Custodian" shall also refer to such
substitute or additional custodian.
(22) Amendment of Agreement and ADRs. The form of the ADRs and the
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary. Any amendment which imposes or increases any
fees or charges (other than the fees of the Depositary for the issuance,
execution and delivery of ADRs and taxes or other governmental charges), or
which otherwise prejudices any substantial existing right of Holders, will not,
however, become effective as to outstanding ADRs until the expiration of 30 days
after notice of such amendment has been given to the Holders of outstanding
ADRs. Every Holder of this ADR at the time any amendment so becomes effective
will be deemed, by continuing to hold this ADR, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended thereby.
(23) Termination of Agreement. The Depositary shall, at any time at the
written direction of the Company, terminate the Agreement by distributing notice
of such termination to the Holders of all ADSs then outstanding at least thirty
(30) days prior to the date fixed in such notice for such termination. If ninety
A-15
(90) days shall have expired after (i) the Depositary shall have delivered to
the Company a written notice of its election to resign, or (ii) the Company
shall have delivered to the Depositary a written notice of the removal of the
Depositary, and, in either case, a successor depositary shall not have been
appointed and accepted its appointment as provided in Section 5.05 of the
Agreement, the Depositary may terminate the Agreement by distributing notice of
such termination to the Holders of all ADSs then outstanding at least thirty
(30) days prior to the date fixed in such notice for such termination. The date
so fixed for termination of the Agreement in any termination notice so
distributed by the Depositary to the Holders of ADSs is referred to as the
"Termination Date". Until the Termination Date, the Depositary shall continue to
perform all of its obligations under the Agreement, and the Holders and
Beneficial Owners will be entitled to all of their rights under the Agreement.
If any ADSs shall remain outstanding after the Termination Date, the
Registrar and the Depositary shall not, after the Termination Date, have any
obligation to perform any further acts under the Agreement, except that the
Depositary shall, subject, in each case, to the terms and conditions of the
Agreement, continue to (i) collect dividends and other distributions pertaining
to Deposited Securities, (ii) sell securities and other property received in
respect of Deposited Securities, (iii) deliver Deposited Securities, together
with any dividends or other distributions received with respect thereto and the
net proceeds of the sale of any securities or other property, in exchange for
ADSs surrendered to the Depositary (after deducting, or charging, as the case
may be, in each case, the fees and charges of, and expenses incurred by, the
Depositary, and all applicable taxes or governmental charges for the account of
the Holders and Beneficial Owners, in each case upon the terms set forth in
Section 5.06 of the Agreement), and (iv) take such actions as may be required
under applicable law in connection with its role as Depositary under the
Agreement.
At any time after the Termination Date, the Depositary may sell the
Deposited Securities then held under the Agreement and shall after such sale
hold un-invested the net proceeds of such sale, together with any other cash
then held by it under the Agreement, in an un-segregated account and without
liability for interest, for the pro - rata benefit of the Holders whose ADSs
have not theretofore been surrendered. After making such sale, the Depositary
shall be discharged from all obligations under the Agreement except (i) to
account for such net proceeds and other cash (after deducting, or charging, as
the case may be, in each case, the fees and charges of, and expenses incurred
by, the Depositary, and all applicable taxes or governmental charges for the
account of the Holders and Beneficial Owners, in each case upon the terms set
forth in Section 5.06 of the Agreement), and (ii) as may be required at law in
connection with the termination of the Agreement. After the Termination Date,
the Company shall be discharged from all obligations under the Agreement, except
for its obligations to the Depositary under Sections 5.06, 5.10 and 7.06 of the
Agreement. The obligations under the terms of the Agreement of Holders and
Beneficial Owners of ADSs outstanding as of the Termination Date shall survive
the Termination Date and shall be discharged only when the applicable ADSs are
presented by their Holders to the Depositary for cancellation under the terms of
the Agreement.
A-16
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
Please insert security or other
identifying number of assignee
- -------------------------------
- -------------------------------
________________________________________________________________________________
Please print or typewrite name and address of assignee
the within American Depositary Receipt and all rights and interests represented
thereby, and hereby irrevocably constitutes and appoints
________________________________________________________________________________
attorney to transfer the same on the books of the within named Depositary, with
full power of substitution in the premises.
Dated: __________________ Signature __________________________________
NOTE: The signature to any endorsement
herein must correspond with the name as
written upon the face of this Receipt in
every particular, without alteration or
enlargement or any change whatever.
If the endorsement be executed by an
attorney, executor, administrator, trustee
or guardian, the person executing the
endorsement must give his full title in such
capacity and proper evidence of authority to
act in such capacity, if not on file with
the Depositary, must be forwarded with this
Receipt.
All endorsements or assignments of Receipts
must be guaranteed by a member of a
Medallion Signature Program approved by the
Securities Transfer Association Inc.
A-17
EXHIBIT B
FEE SCHEDULE
DEPOSITARY FEES AND RELATED CHARGES
All capitalized terms used but not otherwise defined herein shall have the
meaning given to such terms in the Amended and Restated Deposit Agreement.
(I) Depositary Fees
The Company, the Holders, the Beneficial Owners and the persons depositing
Shares or surrendering ADSs for cancellation agree to pay the following fees of
the Depositary:
- -------------------------------------------------------------------------------------------------------------------
Service Rate By Whom Paid
- -------------------------------------------------------------------------------------------------------------------
(1) Issuance of ADSs upon deposit Up to U.S. $5.00 per 100 ADSs (or Person depositing Shares or person
of Shares (excluding fraction thereof) issued. receiving ADSs.
issuances as a result of
distributions described in
paragraph (4) below).
- -------------------------------------------------------------------------------------------------------------------
(2) Delivery of Deposited Up to U.S. $5.00 per 100 ADSs (or Person surrendering ADSs for
Securities against surrender fraction thereof) surrendered. purpose of withdrawal of Deposited
of ADSs. Securities or person to whom
Deposited Securities are Delivered.
- -------------------------------------------------------------------------------------------------------------------
(3) Distribution of cash Up to U.S. $2.00 per 100 ADSs (or Person to whom distribution is made.
dividends or other cash fraction thereof) held.
distributions (i.e., sale of
rights and other
entitlements).
- -------------------------------------------------------------------------------------------------------------------
(4) Distribution of ADSs pursuant Up to U.S. $5.00 per 100 ADSs (or Person to whom distribution is made.
to (i) stock dividends or fraction thereof) held.
other free stock
distributions, or
(ii) exercise of rights to
purchase additional ADSs.
- -------------------------------------------------------------------------------------------------------------------
(5) Distribution of securities Up to U.S. $5.00 per 100 ADSs (or Person to whom distribution is made.
other than ADSs or rights to fraction thereof) held.
purchase additional ADSs
(i.e., spin-off shares).
- -------------------------------------------------------------------------------------------------------------------
(6) Transfer of ADRs. U.S. $1.50 per certificate Person presenting certificate for
presented for transfer. transfer.
- -------------------------------------------------------------------------------------------------------------------
B-1
(II) Charges
Holders, Beneficial Owners, persons depositing Shares for deposit and
persons surrendering ADSs for cancellation and for the purpose of withdrawing
Deposited Securities shall be responsible for the following charges:
(i) taxes (including applicable interest and penalties) and other
governmental charges;
(ii) such registration fees as may from time to time be in effect
for the registration of Shares or other Deposited Securities
on the share register and applicable to transfers of Shares or
other Deposited Securities to or from the name of the
Custodian, the Depositary or any nominees upon the making of
deposits and withdrawals, respectively;
(iii) such cable, telex and facsimile transmission and Delivery
expenses as are expressly provided in the Amended and Restated
Deposit Agreement to be at the expense of the person
depositing or withdrawing Shares or Holders and Beneficial
Owners of ADSs;
(iv) the expenses and charges incurred by the Depositary in the
conversion of foreign currency;
(v) such fees and expenses as are incurred by the Depositary in
connection with compliance with exchange control regulations
and other regulatory requirements applicable to Shares,
Deposited Securities, ADSs and ADRs; and
(vi) the fees and expenses incurred by the Depositary, the
Custodian or any nominee in connection with the servicing or
Delivery of Deposited Securities.
B-2
EXHIBIT C
NOTICE OF AMENDMENT
To the Holders of American Depositary Shares ("ADSs") evidenced by American
Depositary Receipts ("ADRs"), representing the Deposited Securities of the
Company.
- --------------------------------------------------------------------------------
Company: Nokia Corporation, a company incorporated
and existing under the laws of the Republic
of Finland.
- --------------------------------------------------------------------------------
Depositary: Citibank, N.A.
- --------------------------------------------------------------------------------
Custodian: Nordea Bank Finland PLC, Aleksis Kiven katu
3-5, FI-00020 NORDEA, Finland
- --------------------------------------------------------------------------------
Deposited Securities: Shares of common stock of the Company (the
"Shares").
- --------------------------------------------------------------------------------
ADS CUSIP No.: [______]
- --------------------------------------------------------------------------------
Shares to ADS Ratio: One Share to One ADS.
- --------------------------------------------------------------------------------
Deposit Agreement: Amended and Restated Deposit Agreement,
dated as of March 28, 2000 (as so amended
and supplemented and as further amended and
supplemented from time to time, the "Amended
and Restated Deposit Agreement"), by and
among the Company, the Depositary and all
Holders and Beneficial Owners of ADSs
evidenced by ADRs, as supplemented by that
certain letter agreement, dated as of
September 27, 2007, by and between the
Company and the Depositary, and as amended
by Amendment No. 1 to the Amended and
Restated Deposit Agreement, dated as of
February [__], 2008 by and among the
Company, the Depositary and all Holders and
Beneficial Owners of ADSs evidenced by ADRs.
- --------------------------------------------------------------------------------
Effective Date: The later to occur of (i) the expiration of
30 days from the date hereof and (ii) date
on which the US Securities and Exchange
Commission declares effective the Post
Effective Amendment No. 1 to Form F-6
Registration Statement.
- --------------------------------------------------------------------------------
Pursuant to Section 6.01 of the Deposit Agreement, the Company and the
Depositary have agreed to amend the Deposit Agreement, the form of ADR attached
as Exhibit A to the Deposit Agreement and all outstanding ADRs to enable the
Depositary: (i) to charge certain additional fees in respect of the ADSs (a copy
of the newly added Fee Schedule is attached to this Notice); (ii) to distribute
the Company's reports, voting materials and voting instructions by electronic
means; and (iii) to make an immediate sale of Deposited Securities after the
termination of the Deposit Agreement if deemed desirable.
C-1
A draft copy of Amendment No. 1 to the Deposit Agreement has been filed with the
SEC under cover of Post Effective Amendment No. 1 to Registration Statement on
Form F-6 (Registration No. 105373).
By continuing to hold any outstanding ADS issued under the Deposit Agreement
after the Effective Date, you will be deemed to have agreed to be bound by the
Deposit Agreement as amended by the Amendment. The Depositary shall arrange to
have new ADRs printed that reflect the changes effected by the Amendment No.1 to
the Deposit Agreement. However, ADRs issued prior to the Effective Date do not
need to be surrendered for exchange. If you hold ADSs in uncertificated form,
you do not need to take any action.
Copies of the Deposit Agreement and the form of Amendment are available from the
SEC's website at www.sec.gov and from the Depositary's office located at 388
Greenwich Street, New York, New York 10013. If you have any questions regarding
the Amendment, please call Citibank, N.A. -- ADS Holder Services at
1-877-881-5969.
Citibank, N.A., as Depositary
February [__], 2008
C-2
EXHIBIT B
FEE SCHEDULE
DEPOSITARY FEES AND RELATED CHARGES
All capitalized terms used but not otherwise defined herein shall have the
meaning given to such terms in the Amended and Restated Deposit Agreement.
(I) Depositary Fees
The Company, the Holders, the Beneficial Owners and the persons depositing
Shares or surrendering ADSs for cancellation agree to pay the following fees of
the Depositary:
- -------------------------------------------------------------------------------------------------------------------
Service Rate By Whom Paid
- -------------------------------------------------------------------------------------------------------------------
(1) Issuance of ADSs upon deposit Up to U.S. $5.00 per 100 ADSs (or Person depositing Shares or person
of Shares (excluding fraction thereof) issued. receiving ADSs.
issuances as a result of
distributions described in
paragraph (4) below).
- -------------------------------------------------------------------------------------------------------------------
(2) Delivery of Deposited Up to U.S. $5.00 per 100 ADSs (or Person surrendering ADSs for
Securities against surrender fraction thereof) surrendered. purpose of withdrawal of Deposited
of ADSs. Securities or person to whom
Deposited Securities are Delivered.
- -------------------------------------------------------------------------------------------------------------------
(3) Distribution of cash Up to U.S. $2.00 per 100 ADSs (or Person to whom distribution is made.
dividends or other cash fraction thereof) held.
distributions (i.e., sale of
rights and other
entitlements).
- -------------------------------------------------------------------------------------------------------------------
(4) Distribution of ADSs pursuant Up to U.S. $5.00 per 100 ADSs (or Person to whom distribution is made.
to (i) stock dividends or fraction thereof) held.
other free stock
distributions, or
(ii) exercise of rights to
purchase additional ADSs.
- -------------------------------------------------------------------------------------------------------------------
(5) Distribution of securities Up to U.S. $5.00 per 100 ADSs (or Person to whom distribution is made.
other than ADSs or rights to fraction thereof) held.
purchase additional ADSs
(i.e., spin-off shares).
- -------------------------------------------------------------------------------------------------------------------
(6) Transfer of ADRs. U.S. $1.50 per certificate Person presenting certificate for
presented for transfer. transfer.
- -------------------------------------------------------------------------------------------------------------------
B-1
(II) Charges
Holders, Beneficial Owners, persons depositing Shares for deposit and
persons surrendering ADSs for cancellation and for the purpose of withdrawing
Deposited Securities shall be responsible for the following charges:
(i) taxes (including applicable interest and penalties) and other
governmental charges;
(ii) such registration fees as may from time to time be in effect
for the registration of Shares or other Deposited Securities
on the share register and applicable to transfers of Shares or
other Deposited Securities to or from the name of the
Custodian, the Depositary or any nominees upon the making of
deposits and withdrawals, respectively;
(iii) such cable, telex and facsimile transmission and Delivery
expenses as are expressly provided in the Amended and Restated
Deposit Agreement to be at the expense of the person
depositing or withdrawing Shares or Holders and Beneficial
Owners of ADSs;
(iv) the expenses and charges incurred by the Depositary in the
conversion of foreign currency;
(v) such fees and expenses as are incurred by the Depositary in
connection with compliance with exchange control regulations
and other regulatory requirements applicable to Shares,
Deposited Securities, ADSs and ADRs; and
(vi) the fees and expenses incurred by the Depositary, the
Custodian or any nominee in connection with the servicing or
Delivery of Deposited Securities.
B-2