As filed with the Securities and Exchange Commission on February 6, 2008
Registration No. 333 - 105373
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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NOKIA CORPORATION
(Exact name of issuer of deposited securities as specified in its charter)
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N/A
(Translation of issuer's name into English)
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Republic of Finland
(Jurisdiction of incorporation or organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
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399 Park Avenue
New York, New York 10022
(212) 816-6690
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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Richard W. Stimson
Nokia Holding, Inc. - 6000 Connection Drive
Irving, Texas 75039
(972) 894-5000
(Address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Leena Siirala Herman H. Raspe, Esq.
Nokia Corporation Patterson Belknap Webb & Tyler LLP
PO Box 226, FI-00045 1133 Avenue of the Americas
NOKIA GROUP, Finland New York, New York 10036
+358 71870 34263 (212) 336-2301
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It is proposed that this filing become effective under Rule 466:
|_| immediately upon filing.
|_| on (Date) at (Time).
If a separate registration statement has been filed to register the deposited
shares, check the following box : |_|
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The Registrant hereby amends this Post Effective Amendment No. 1 to Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this Post Effective Amendment No. 1 to Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, or until this Post Effective Amendment No. 1 to Registration
Statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
This Post Effective Amendment No. 1 to Registration Statement on Form F-6
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.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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1. Name of Depositary and address of its principal executive Face of Receipt - Final sentence.
office
2. Title of Receipts and identity of deposited securities Face of Receipt - Top center, Introductory
Paragraph.
Terms of Deposit:
(i) The amount of deposited securities represented by Face of Receipt - Upper right corner, Introductory
one American Depositary Share ("ADSs") Paragraph.
(ii) The procedure for voting, if any, the deposited Reverse of Receipt - Paragraph (15).
securities
(iii) The collection and distribution of dividends Reverse of Receipt - Paragraph (13).
(iv) The transmission of notices, reports and proxy Reverse of Receipt - Paragraphs (15) and (17).
soliciting material
(v) The sale or exercise of rights Reverse of Receipt - Paragraph (13).
(vi) The deposit or sale of securities resulting from Reverse of Receipt - Paragraphs (13) and (16).
dividends, splits or plans of reorganization
(vii) Amendment, extension or termination of the deposit Reverse of Receipt - Paragraphs (22) and (23) (no
agreement provision for extensions).
(viii) Rights of holders of Receipts to inspect the Reverse of Receipt - Paragraph (17).
transfer books of the Depositary and the list of
holders of ADSs
(ix) Restrictions upon the right to deposit or withdraw Face of Receipt - Introductory Paragraph and
the underlying securities Paragraphs (2) and (4).
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Location in Form of American
Depositary Receipt ("Receipt")
Item Number and Caption Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Depositary Reverse of Receipt - Paragraphs (19) and (20).
(xi) Fees and charges which may be imposed directly or Face of Receipt - Paragraph (8).
indirectly on holders of ADSs
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, is
required to file or submit 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.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the Form of Amendment No. 1 to Amended
and Restated Deposit Agreement filed as Exhibit (a)(i) to this Post
Effective Amendment No. 1 to Registration Statement on Form F-6 and is
incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(i) Form of Amendment No. 1 to Amended and Restated Deposit
Agreement, 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
thereunder ("Amended and Restated Deposit Agreement").-- Filed
herewith as Exhibit (a)(i).
(a)(ii) Letter Agreement, dated as of September 27, 2007, by and
between the Company and the Depositary.-- Filed herewith as
Exhibit (a)(ii).
(a)(iii) Amended and Restated Deposit Agreement, dated as of March 28,
2000, by and among Nokia Corporation (the "Company"),
Citibank, N.A. as the depositary (the "Depositary") and all
Holders from time to time of American Depositary Receipts
issued thereunder (including the form of American Depositary
Receipt ("ADR") to be issued thereunder).*
(a)(iv) Amendment No. 3 to the Amended and Restated Deposit Agreement,
dated as of November 8, 1999, by and among the Company, the
Depositary and all Holders from time to time of ADRs issued
thereunder (including the form of ADR issued thereunder).**
(a)(v) Amendment No. 2 to the Amended and Restated Deposit Agreement,
dated as of April 19, 1999 (as defined below) by and among the
Company, the Depositary and all Holders from time to time of
ADRs issued thereunder (including the form of ADR ("ADR") to
be issued thereunder).***
(a)(vi) Amendment No. 1 to Amended and Restated Deposit Agreement,
dated as of April 24, 1995, by and among the Company, the
Depositary and all Holders from time to time of ADRs issued
thereunder (the Amended and Restated Deposit Agreement as
further amended by such Amendment No. 1, the "Amended and
Restated Deposit Agreement").****
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* Previously filed and incorporated by reference to Form F-6 Registration
Statement (File No. 333- 105373) filed with the Commission on May 19, 2003.
** Previously filed and incorporated by reference to Form F-6 Registration
Statement (File No. 333-11740) filed with the Commission on March 28, 2000.
*** Previously filed and incorporated by reference to Form F-6 Registration
Statement (File No. 333-10218) filed with the Commission in April 1999.
**** Previously filed and incorporated by reference to Form F-6 Registration
Statement (File No. 333-4920) filed with the Commission on May 29, 1996.
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(a)(vii) Amended and Restated Deposit Agreement, dated as of June 28,
1994, by and among the Company, the Depositary, and all
Holders and Beneficial Owners of American Depositary Shares
evidenced by the American Depositary Receipts] issued
thereunder. ****
(b) Pre-release side letter between the Company and the
Depositary.*****
(c) 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) Opinion of Counsel for the Depositary, as to the legality of
the securities to be registered.*
(e) Certificate under Rule 466 -- None
(f) Powers of Attorney for certain officers and directors and the
authorized representative of the Company. -- Set forth on
signature pages hereto.
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***** Previously filed and incorporated by reference to Form F-6 Registration
Statement (File No. 333-8564) filed with the Commission on April 1, 1998.
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UNDERTAKINGS
(a) 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) 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.
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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, as amended
by Letter Agreement, dated as of September 27, 2007, as proposed to be amended
by the Form of Amendment No. 1 to Amended and Restated Deposit Agreement 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 to be 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 Post Effective Amendment No. 1 to 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 6th day of
February, 2008.
Legal entity created by the Amended and
Restated Deposit Agreement, dated as of
March 28, 2000, as amended by Letter
Agreement, dated as of September 27, 2007,
as proposed to be amended by the Form of
Amendment No. 1 to Amended and Restated
Deposit Agreement, under which the American
Depositary Receipts evidencing American
Depositary Shares registered hereunder are
to be issued, each American Depositary Share
representing one (1) Ordinary Share, no
nominal value per share, of Nokia
Corporation.
CITIBANK, N.A., solely in its capacity as
Depositary
By: /s/ Susanna Ansala
----------------------------------------
Name: Susanna Ansala
Title: Vice President
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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 Post
Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned thereunto duly authorized, in Helsinki on the 6th
day of February, 2008.
NOKIA CORPORATION
By: /s/ Olli-Pekka Kallasvuo
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Name: Olli-Pekka Kallasvuo
Title: President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Richard A. Simonson
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Name: Richard A. Simonson
Title: Chief Financial Officer
(Principal Financial Officer)
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Kaarina Stahlberg and Leena
Siirala 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 Post-Effective Amendment No.1
to 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 Post Effective Amendment No. 1 to Registration Statement on Form F-6 has
been signed by the following persons in the following capacities on February
6, 2008.
Signature Title
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/s/ Olli-Pekka Kallasvuo President and Chief Executive Officer
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Olli-Pekka Kallasvuo
/s/ Jorma Ollila Chairman of the Board of Directors
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Jorma Ollila
/s/ Marjorie Scardino Vice Chairman
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Marjorie Scardino
/s/ Georg Ehrnrooth Director
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Georg Ehrnrooth
/s/ Lalita D. Gupte Director
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Lalita D. Gupte
/s/ Dr. Bengt Holmstrom Director
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Dr. Bengt Holmstrom
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/s/ Dr. Henning Kagermann Director
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Dr. Henning Kagermann
/s/ Per Karlsson Director
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Per Karlsson
/s/ Keijo Suila Director
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Keijo Suila
/s/ Vesa Vainio Director
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Vesa Vainio
Authorized Representative in the United States:
/s/ Richard W. Stimson
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Name: Richard W. Stimson
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Index to Exhibits
Sequentially
Exhibit Document Numbered Page
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(a)(i) Form of Amendment No. 1 to Amended and
Restated Deposit Agreement
(a)(ii) Letter Agreement, dated as of September 27,
2007