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3. ANALISIS Y ESTUDIO DEL CASO

3.3. Resolución del problema

3.3.2. Técnicas e instrumentos de recolección de datos:

Nokia is organized under the laws of the Republic of Finland and registered under the business identity code 0112038-9. Under its current Articles of Association, Nokia’s corporate purpose is to engage in the telecommunications industry and other sectors of the electronics industry as well as the related service businesses, including the development, manufacture, marketing and sales of mobile devices, other electronic products and telecommunications

systems and equipment as well as related mobile, Internet and

network infrastructure services and other consumer and enterprise

services. Nokia may also create, acquire and license intellectual

property and software as well as engage in other industrial and commercial operations. Further, we may engage in securities trading and other investment activities.

Director’s voting powers

Under Finnish law and our Articles of Association, resolutions of the

Board shall be made by a majority vote. A director shall refrain from

taking any part in the consideration of a contract between the director and the company or third party, or any other issue that may provide

any material benefit to him or her, which may be contradictory to the

interests of the company. Under Finnish law, there is no age limit

requirement for directors, and there are no requirements under

Finnish law that a director must own a minimum number of shares

in order to qualify to act as a director. However, our Board has

established a guideline retirement age of 70 years for the members

of the Board and the Corporate Governance and Nomination Committee will not without specific reason propose re-election of a

person who has reached 70 years of age. In addition, in accordance

with the current company policy, approximately 40% of the annual remuneration payable to the Board members is paid in Nokia shares

purchased from the market, which shares shall be retained until

the end of the Board membership (except for those shares needed to offset any costs relating to the acquisition of the shares, including taxes).

General facts on Nokia continued

Share rights, preferences and restrictions

Each share confers the right to one vote at general meetings. According to Finnish law, a company generally must hold an Annual

General Meeting called by the Board within six months from the end of the fiscal year. In addition, the Board is obliged to call an extraordinary general meeting at the request of the auditor or shareholders

representing a minimum of one-tenth of all outstanding shares.

Under our Articles of Association, the members of the Board are

elected for a term beginning at the Annual General Meeting where elected and expiring at the end of the next Annual General Meeting. Under Finnish law, shareholders may attend and vote at general meetings in person or by proxy. It is not customary in Finland for a company to issue forms of proxy to its shareholders. Accordingly,

Nokia does not do so. However, registered holders and beneficial owners of ADSs are issued forms of proxy by the Depositary.

To attend and vote at a general meeting, a shareholder must be registered in the register of shareholders in the Finnish book-entry system on or prior to the record date set forth in the notice of the

Annual General Meeting. A registered holder or a beneficial owner of the ADSs, like other beneficial owners whose shares are registered

in the company’s register of shareholders in the name of a nominee, may vote with their shares provided that they arrange to have their name entered in the temporary register of shareholders for the

Annual General Meeting.

The record date is the eighth business day preceding the meeting. To be entered in the temporary register of shareholders for the Annual

General Meeting, a holder of ADSs must provide the Depositary, or have his broker or other custodian provide the Depositary, on or before the voting deadline, as defined in the proxy material issued by the Depositary, a proxy with the following information: the name,

address, and social security number or another corresponding

personal identification number of the holder of the ADSs, the number of shares to be voted by the holder of the ADSs and the voting

instructions. The register of shareholders as of the record date of each general meeting is public until the end of the respective meeting. Other nominee registered shareholders can attend and vote at the Annual General Meeting by instructing their broker or other custodian to register the shareholder in Nokia’s temporary register of

shareholders and give the voting instructions in accordance with the broker’s or custodian’s instructions.

By completing and returning the form of proxy provided by the Depositary, a holder of ADSs also authorizes the Depositary to give a notice to us, required by our Articles of Association, of the holder’s

intention to attend the general meeting.

Each of our shares confers equal rights to share in the distribution

of the company’s funds. For a description of dividend rights attaching

to our shares, refer to “General facts on Nokia—Shares and shareholders”. Dividend entitlement lapses after three years if

a dividend remains unclaimed for that period, in which case the unclaimed dividend will be retained by Nokia.

Under Finnish law, the rights of shareholders related to shares are as stated by law and in our Articles of Association. Amendment of the

Articles of Association requires a decision of the general meeting,

supported by two-thirds of the votes cast and two-thirds of the shares represented at the meeting.

Disclosure of shareholder ownership or voting power

According to the Finnish Securities Market Act (746/2012, as

amended), which entered into force on January 1, 2013, a shareholder

shall disclose their ownership or voting power to the company and the Finnish Financial Supervisory Authority when the ownership or voting power reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or

90% of all the shares or the voting rights outstanding. The term “ownership” includes ownership by the shareholder, as well as selected

related parties and calculating the ownership or voting power covers agreements or other arrangements, which when concluded would cause the proportion of voting rights or number of shares to reach, exceed or fall below the aforementioned limits. Upon receiving such notice, the company shall disclose it by a stock exchange release without undue delay.

Purchase obligation

Our Articles of Association require a shareholder that holds one-third

or one-half of all of our shares to purchase the shares of all other

shareholders that so request, at a price generally based on the

historical weighted average trading price of the shares. A shareholder who becomes subject to the purchase obligation is also obligated to purchase any subscription rights, stock options or convertible bonds

issued by the company if so requested by the holder. The purchase

price of the shares under our Articles of Association is the higher of:

(a) the weighted average trading price of the shares on Nasdaq Helsinki

during the ten business days prior to the day on which we have been

notified by the purchaser that its holding has reached or exceeded the threshold referred to above or, in the absence of such notification or its failure to arrive within the specified period, the day on which our Board otherwise becomes aware of this; or (b) the average price,

weighted by the number of shares, which the purchaser has paid for

the shares it has acquired during the last 12 months preceding the date referred to in (a).

Under the Finnish Securities Market Act, a shareholder whose voting

power exceeds 30% or 50% of the total voting rights in a company shall, within one month, offer to purchase the remaining shares of the

company, as well as any other rights entitling to the shares issued by the company, such as subscription rights, convertible bonds or stock options issued by the company. The purchase price shall be the market

price of the securities in question. The market price is determined

on the basis of the highest price paid for the security during the preceding six months by the shareholder or any party in close connection to the shareholder. This price can be deviated from for a

specific reason. If the shareholder or any related party has not during the six months preceding the offer acquired any securities that are the target for the offer, the market price is determined based on the

average of the prices paid for the security in public trading during the preceding three months weighted by the volume of trade. This price

can be deviated from for a specific reason.

Under the Finnish Companies Act, as amended, a shareholder whose holding exceeds nine-tenths of the total number of shares or voting

rights in Nokia has both the right and, upon a request from the

minority shareholders, the obligation to purchase all the shares of the minority shareholders for the current market price. The market price is determined, among other things, on the basis of the recent market price of the shares. The purchase procedure under the Finnish

Companies Act differs, and the purchase price may differ, from the

purchase procedure and price under the Finnish Securities Market Act, as discussed above. However, if the threshold of nine-tenths has been

exceeded through either a mandatory or a voluntary public offer

pursuant to the Finnish Securities Market Act, the market price under

the Finnish Companies Act is deemed to be the price offered in the public offer, unless there are specific reasons to deviate from it.

Pre-emptive rights

In connection with any offering of shares, the existing shareholders have a pre-emptive right to subscribe for shares offered in proportion

to the amount of shares in their possession. However, a general meeting of shareholders may vote, by a majority of two-thirds of the votes cast and two-thirds of the shares represented at the meeting, to waive this pre-emptive right provided that, from the company’s

perspective, weighty financial grounds exist.

Under the Finnish Act on the Monitoring of Foreign Corporate

Acquisitions (2012/172 as amended), a notification to the Ministry of Employment and the Economy is required for a non-resident of Finland, directly or indirectly, when acquiring one-tenth or more of the voting power or corresponding factual influence in a company. The Ministry of Employment and the Economy has to confirm the acquisition unless the acquisition would jeopardize important national

interests, in which case the matter is referred to the Council of State.

If the company in question is operating in the defense sector an approval by the Ministry of Employment and the Economy is required before the acquisition is made. These requirements are not applicable if, for instance, the voting power is acquired in a share issue that is

proportional to the holder’s ownership of the shares. Moreover, the

requirements do not apply to residents of countries in the European

Economic Area or EFTA countries.

The audited consolidated financial statements from which the selected consolidated financial data set forth below have been derived

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