F-6EF 1 e609867_f6ef-nokia.htm Unassociated Document
 
As filed with  the Securities and Exchange Commission on July 27, 2012
  
Registration No. 333  -   
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                                                                                     
 
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
                          
 
NOKIA CORPORATION
(Exact name of issuer of deposited securities as specified in its charter)
                          
 
[N/A]
(Translation of issuer’s name into English)
                          

Republic of Finland
(Jurisdiction of incorporation or organization of issuer)
                                                                                     

CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
                          

399 Park Avenue
New York, New York  10043
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
                          
 
Louise Pentland
Nokia Holding, Inc.
6021 Connection Drive
Irving, Texas 75039
(972) 894-5000
(Address, including zip code, and telephone number, including area code, of agent for service)
                                                                                     

Copies to:
 
Pamela M. Gibson, Esq.
Shearman & Sterling LLP
Broadgate West, 9 Appold Street
London, EC2A 2AP
  
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
                                                                                     
 
It is proposed that this filing become effective under Rule 466:
 
 ý   immediately upon filing.
   
 o  on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box:  o
                                                                                     
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Offering Price Per Unit*
Proposed Maximum Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares, each representing  the right to receive one (1) ordinary share of  Nokia Corporation
5,000,000,000
ADSs
$5.00
$250,000,000
$28,650.00
 
 
*
Each unit represents 100 American Depositary Shares.
 
**
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
 
 
 
 
 
 
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
 
 
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
       
1.   
Name of Depositary and address of its principal executive office
  
Face of Receipt -  Introductory Article and final sentence.
         
2.
Title of Receipts and identity of deposited securities
  
Face of Receipt  - Top Center and Introductory Article.
     
Terms of Deposit:
    
         
 
(i)      
The amount of deposited securities represented by one American Depositary Share ("ADSs")
  
Face of Receipt  - Upper right corner and Introductory Article.
         
 
(ii)
The procedure for voting, if any, the deposited securities
  
Reverse of Receipt  - Paragraphs (14) and (15).
         
 
(iii)
The collection and distribution of dividends
  
Reverse of Receipt - Paragraph (13).
         
 
(iv)
The transmission of notices, reports and proxy soliciting material
  
Face of Receipt  - Paragraph (12);
Reverse of Receipt – Paragraphs (15) and (17).
         
 
(v)
The sale or exercise of rights
  
Reverse of Receipt – Paragraphs (13) and (14).
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Face of Receipt - Paragraph (3);
Reverse of Receipt - Paragraphs (13) and (16).
         
 
(vii)
Amendment, extension or termination of the deposit agreement
  
Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions).
         
 
(viii)
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
  
Face of Receipt - Paragraph (17)
 
 
 
 
 
Item Number and Caption
  
Location in Form of American
Depositary Receipt (“Receipt”)
Filed Herewith as Prospectus
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
  
Face of Receipt – Paragraphs (2), (3), (4), (5), and (8).
         
 
(x)     
Limitation upon the liability of the Depositary
  
Face of Receipt - Paragraph (5);
Reverse of Receipt - Paragraphs (19) and (20).
         
3.   
Fees and charges which may be imposed directly or indirectly on holders of ADSs
  
Face of Receipt - Paragraph (8).
     
Item 2.   AVAILABLE INFORMATION
  
Face of Receipt - Paragraph (12).
 
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”).  These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
 
 
 
 
 
 
 
PROSPECTUS
 
The Prospectus consists of the form of American Depositary Receipt included as Exhibit A to Amendment No. 1 to Amended and Restated Deposit Agreement filed as Exhibit (a)(1) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)(1)
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February 6, 2008 (the “Amendment”), by and among Nokia Corporation, (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued under the Amended and Restated Deposit Agreement, dated as of March 28, 2000 (the “Deposit Agreement”).  ___ Filed herewith as Exhibit (a)(1).
 
 
(a)(2)
Letter Agreement, dated as of September 27, 2007, by and between the Company and the Depositary.1
 
 
(a)(3)
Amended and Restated Deposit Agreement, dated as of March 28, 2000, by and among the Company, the Depositary and all Holders from time to time of American Depositary Receipts issued thereunder.**

 
(b)(1)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.  ___ None.
 
 
(c)(1)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.  ___ None.
 
 
(d)(1)
Opinion of counsel for the Depositary as to the legality of the securities to be registered.  ___ Filed herewith as Exhibit (d)(1).
 
 
(e)(1)
Certificate under Rule 466.  ___ Filed herewith as Exhibit (e)(1).
 
 
(f)(1)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.  ___ Set forth on the signature pages hereto.
 
_________________
* Previously filed and incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (File No. 333-105373) filed with the Commission on February 6, 2008.
 
** Previously filed and incorporated by reference to Registration Statement on Form F-6 (File No. 333-105373) filed with the Commission on May 19, 2003.
 
 
 
 
 
Item 4.  UNDERTAKINGS
 
 
(a)(1)
The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)(1)
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Amended and Restated Deposit Agreement, dated as of March 28, 2000, by and among Nokia Corporation, Citibank, N.A., as depositary, and all Holders from time to time of American Depositary Receipts issued thereunder, as amended by that certain letter agreement, dated as of September 27, 2007, by and between Nokia Corporation and Citibank, N.A., as depositary and Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February 6, 2008, by and among Nokia Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 27th day of July, 2012.
 
 
Legal entity created by the Amended and Restated Deposit Agreement, dated as of March 28, 2000, as amended by the Letter Agreement, dated September 27, 2007, and Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of February 6, 2008, under which the American Depositary Receipts evidencing American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive one ordinary share of Nokia Corporation.
 
CITIBANK, N.A., solely in its capacity as Depositary
  
     
       
 
By: 
/s/ Susan A. Lucanto
  
    Name: 
Susan A. Lucanto
  
    Title: Vice President  
       
 
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Nokia Corporation certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in Espoo, Finland, on July 27, 2012.
 
 
NOKIA CORPORATION
  
       
 
By: 
/s/ Riikka Tieaho
  
    Name: 
Riikka Tieaho
  
    Title:
Vice President, Corporate Legal
  
     
       
 
By: 
/s/ Jani Relander
  
    Name: 
Jani Relander
  
    Title:
Vice President, Head of Treasury
  
       
 
 
 
 
 
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Riikka Tieaho and Jani Relander to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement on Form F-6, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on July 27, 2012.
 
Signature
  
Title
     
/s/ Stephen Elop
  
President and Chief Executive Officer
Name: Stephen Elop
  
(principal executive officer), Director
     
/s/ Timo Ihamuotila
  
Chief Financial Officer (whose functions include those of
Name: Timo Ihamuotila
  
Chief Accounting Officer) (principal financial and accounting officer)
     
/s/ Risto Siilasmaa
  
Chairman of the Board of Directors
Name: Risto Siilasmaa
    
     
 
  
Vice Chairman, Director
Name: Dame Marjorie Scardino
    
     
/s/ Bruce Brown
  
Director
Name: Bruce Brown
    
 
 
 
 
 
Signature
  
Title
     
/s/ Henning Kagermann
  
Director
Name: Henning Kagermann
    
     
/s/ Jouko Karvinen  
Director
Name: Jouko Karvinen    
     
/s/ Helge Lund   
Director
Name: Helge Lund     
     
   
Director
Name: Isabel Marey-Semper     
     
/s/ Mårten Mickos  
Director
Name: Mårten Mickos     
   
Director
/s/ Elizabeth Nelson      
Name: Elizabeth Nelson     
     
/s/ Kari Stadigh  
Director
Name: Kari Stadigh
    
     
     
Authorized Representative in the U.S.
  
 
     
/s/ Louise Pentland
  
Chief Legal Officer
Name: Louise Pentland
    
 
 
 
 
 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
(a)(1)
Amendment No.1 to Amended and Restated Deposit Agreement
  
(d)(1)
Opinion of counsel for the Depositary
  
(e)(1)
Rule 466 Certification