May 10, 2007
Via Edgar
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
Rule 424(b)(3) Filing in respect of Form F-6 Registration Statement No.
333-105373 for American Depositary Shares, each representing one (1)
Share, With No Nominal Value (the "Deposited Shares"), of Nokia
Corporation, a corporation organized and existing under the laws of the
Republic of Finland (the "Company").
Ladies and Gentlemen:
On behalf of Citibank, N.A., as Depositary (the "Depositary") and acting
solely on behalf of the legal entity created by the Amended and Restated Deposit
Agreement, dated as of March 28, 2000 (the "Deposit Agreement"), by and among
the Depositary, the Company and the Holders from time to time of American
Depositary Receipts ("ADRs") evidencing American Depositary Shares ("ADSs"),
each representing one (1) Deposited Share, I enclose for filing with the
Securities and Exchange Commission (the "Commission"), pursuant to Rule
424(b)(3) promulgated by the Commission under the Securities Act of 1933, as
amended (the "Act"), a copy of a form of the ADRs which are to be issued by the
Depositary and which reflect the change in nominal value from "Euro 0.06 each"
to "None". The Cusip number remains the same.
As required by Rule 424(e) under the Act, the cover of each copy of the
enclosed ADRs has been marked to indicate the paragraph of Rule 424 under which
the filing is being made and the file number of the Form F-6 Registration
Statement previously filed and declared effective in respect of the ADRs.
Pursuant to Rule 403(d) under the Act, one (1) copy of the enclosed ADRs has
been numbered sequentially with the total number of pages thereof indicated on
the first page thereof.
In anticipation of any subsequent filings with, and/or submissions to, the
Commission that the Company and/or the Depositary may make, we respectfully
request that the Commission modify its records to reflect the change in nominal
value from "Euro 0.06 each" to "None".
In the event any member of the Staff of the Commission has any questions
or comments concerning this filing, such person should contact the undersigned
at (212) 816-6856.
Very truly yours,
/s/ Audrey E. Williams
Audrey E. Williams
Enclosures
cc: Paul M. Dudek, Esq. (Securities and Exchange Commission - Office of
International Corporate Finance)
Susanna Ansala, Citibank, N.A.
EXHIBIT A
Registration Statement No. 333-105373
Number _____ CUSIP Number 654902204
AMERICAN DEPOSITARY SHARES (EACH
AMERICAN DEPOSITARY SHARE
REPRESENTING ONE SHARE)
(FORM OF FACE OF ADR)
AMERICAN DEPOSITARY RECEIPT
FOR
American Depositary Shares
representing
SHARES, WITH NO NOMINAL VALUE
OF
NOKIA CORPORATION
(Incorporated in Finland with limited liability)
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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
shares, with no nominal value , 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 Agreement (as defined below), each
American Depositary Share represents one Share deposited under the Agreement
with a Custodian, which at the date of execution of the Amended and Restated
Deposit Agreement, is Merita-Nordbanken Group (the "Custodian"). The number of
Shares represented by each ADS is subject to change as provided in Article IV of
the Agreement. The Depositary's Corporate Agency Office is located at 388
Greenwich Street, 14th floor, New York, New York 10013, U.S.A. The Depositary's
Corporate Agency Office is at a different address than its Principal Executive
Office. Its Principal Executive Office is at 399 Park Avenue, New York, New York
10043.
(1) The Deposit Agreement. This American Depositary Receipt is one
of an issue (herein called the "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 (the "Amended and Restated Deposit Agreement"), by
and among the Company, the Depositary and all Holders from time to time of ADRs
issued thereunder, each of whom by accepting an ADR agrees to become a party
thereto and 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 Corporate Agency 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 Corporate Agency 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
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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
PrincipalCorporate Agency 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
Corporate Agency 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.
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
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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 accept for deposit under the Agreement any Shares required to be
registered under the Securities Act of 1933, as amended (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
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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%, 33-1/3%, 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. Holders or Beneficial Owners shall pay
(i) the fees of the Depositary for the execution and delivery of ADRs in respect
of deposits of Shares (including, without limitation, Shares received as a
dividend or distribution pursuant to Section 4.04 of the Agreement or upon
exercise of rights pursuant to Section 4.05 of the Agreement, in each case to be
paid by the person to whom ADRs are delivered) and for the surrender of ADRs for
the purpose of withdrawal of Deposited Securities (to be paid by the person
surrendering ADRs for delivery of Deposited Securities), which in each case will
not exceed $5.00 for each 100 ADSs or portion thereof; (ii) reasonable expenses
of the Depositary upon the distribution to Holders of dividends or other
property received from the Company in respect of Deposited Securities (or
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proceeds thereof) or the sale or exercise of rights or other action by the
Company involving distributions to holders of Deposited Securities, calculated
on a per-ADS basis; (iii) taxes and other governmental charges; (iv) such
registration fees as may from time to time be in effect for the registration of
transfers of Shares generally on the register or registers of the Company and
accordingly applicable to transfers of Shares to or from the name of the
Depositary or its nominee or the Custodian or its nominee upon the deposit of
Shares or the delivery of shares against surrender of ADSs; (v) such cable,
telex and facsimile transmission and delivery expenses as are expressly provided
in the Agreement to be at the expense of persons depositing Shares or Holders or
Receipts or as are incurred at the request of such persons or Holders; and (vi)
the expenses incurred by the Depositary in the conversion of foreign currency.
Subject to the limitation described in paragraph (22), all such charges may be
changed by agreement between the Depositary and the Company at any time and from
time to time.
(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.
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(12) Available Information. The Company is subject to the periodic
reporting and other informational requirements of the Securities Exchange Act
and is required to file reports and other information with the Commission. Such
reports and other information can be inspected and copied at the public
reference facilities maintained by the Commission located at 100 F. Street,
N.E., Washington, DC 20549.
Dated:
CITIBANK, N.A., CITIBANK, N.A.,
Transfer Agent and Registrar as Depositary
By: By:
------------------------------- -------------------------------
Authorized Signatory Vice President
The address of the Corporate Agency Office of the Depositary is
Floor,388 Greenwich Street, 14th Floor, New York, New York 10013 U.S.A. The
Depositary's Corporate Agency Office is at a different address than its
Principal Executive Office. Its Principal Executive Office is at 399 Park
Avenue, New York, New York 10043.
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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.
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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
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
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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.
(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.
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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.
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.
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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.
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(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
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 Corporate Agency 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 send 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 Corporate Agency 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
A-13
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.
(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
A-14
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 (30%) 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 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
A-15
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 will at any time at
the direction of the Company terminate the Agreement by mailing notice of such
termination to the Holders of all ADRs then outstanding at least 30 days prior
to the date fixed in such notice for such termination. The Depositary may
likewise terminate the Agreement if at any time 90 days after the Depositary has
delivered to the Company a written notice of its election to resign, a successor
depositary has not been appointed and accepted its appointment. On and after the
date of termination, the Holder of an ADR will, upon (a) surrender of such ADR
at the PrincipalCorporate Agency Office of the Depositary, (b) payment of the
fee of the Depositary for the surrender of ADRs referred to in Section 5.06, and
(c) payment of any applicable taxes or governmental charges, be entitled,
subject to the terms of this Agreement, to delivery, to him or upon his order,
of the Deposited Securities represented by the ADSs evidenced by such
surrendered ADR. If any ADRs remain outstanding after the date of termination,
A-16
the Depositary thereafter will discontinue the registration of transfers of
ADRs, will suspend the distribution of dividends to the holders thereof, will
not accept deposits of Shares (and will instruct each Custodian to act
accordingly) and will not give any further notices or perform any further acts
under the Agreement, except that the Depositary will continue to collect
dividends and other distributions pertaining to Deposited Securities, will sell
property and rights and convert Deposited Securities into cash as provided in
the Agreement, and will deliver Deposited Securities, together with any
dividends or other distributions received with respect thereto and the net
proceeds of the sale of any rights or other property (in all such cases, without
liability for interest), in exchange for ADRs surrendered to the Depositary. As
soon as practicable after the expiration of one year from the date of
termination, the Depositary will sell the Deposited Securities then held under
the Agreement and thereafter hold the net proceeds of any such sale, together
with any other Holders of ADRs not theretofore surrendered. Thereafter the
Depositary will be discharged from all obligations under the Agreement, except
to account for such net proceeds and other cash.
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 hereon 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