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As filed with the Securities and Exchange Commission on May 7, 2004.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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NOKIA CORPORATION
(Exact name of Registrant as specified in its charter)
Republic of Finland Not Applicable
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Keilalahdentie 4, P.O. Box 226
FIN-00045 NOKIA GROUP
Espoo, Finland
(011) 358-9-18071
(Address and telephone number of Registrant's principal executive offices)
NOKIA PERFORMANCE SHARE PLAN 2004
NOKIA RESTRICTED SHARE PLAN 2004
NOKIA STOCK OPTION PLAN 2003
(Full title of the plans)
Kari-Pekka Wilska
Nokia Holding, Inc.
6000 Connection Drive
Irving, Texas 75039
(972) 894-5000
(Name, address and telephone number of agent for service)
Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
Broadgate West
9 Appold Street
London, England EC2A 2AP
+44 (0)20 7655 5942
NOKIA 1 (8)
TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2004
1. Definitions
Annual EPS: The Annual Earnings Per Share number (basic,
reported) in the approved consolidated financial accounts
for Nokia Group (IAS) for fiscal years 2003, 2005, and 2007,
as applicable, will be used for the measurement of the EPS
growth, as one financial performance objective and vesting
condition under paragraph 4.2.
Average Annual Net Sales: The Annual Net Sales in the
approved consolidated financial accounts for Nokia Group
(IAS) for fiscal years 2003, 2005, and 2007, as applicable,
will be used for the calculation of the Average Annual Net
Sales Growth as one financial performance objective and
vesting condition under paragraph 4.2 below.
Combined Threshold Number: The number of Units to vest,
provided that the Threshold Performance is achieved with
respect to both of the Performance Criteria, as determined
in the Vesting conditions of the Plan under paragraph 4.2.
The Combined Threshold Number equals the Grant Amount.
Grant Amount: The number of Units that will be allocated to
a Participant in a grant. One half of the Grant Amount
represents the Threshold Number for EPS Growth, and one half
represents the Threshold Number for Net Sales Growth. The
Grant Amount equals the Combined Threshold Number.
Interim Measurement Period: The period comprising the fiscal
years 2004 and 2005. The measurement of the first payout
during the Performance Period under paragraph 4.2 and 4.3
will be based on the performance during the Interim
Measurement Period.
Maximum Number: The number of granted Units to vest,
provided that the Maximum Performance is achieved with
respect to either performance criteria, as determined in the
Vesting conditions under paragraph 4. For each Performance
Criteria, the Maximum Number of Units is equal to four times
the Threshold Number. The combined Maximum Number of Units
for Maximum Performance on both Performance Criteria, shall
not, however, exceed four times the Grant Amount.
Maximum Performance: The performance level, which is defined
for each Performance Criteria under paragraph 4.2. The
Maximum Performance results in the Vesting of four times the
Threshold Number.
Participant: Eligible persons who, based on the grant
guidelines approved by the Personnel Committee, receive a
grant of Performance Share Units under the Plan.
NOKIA 2 (8)
Performance Criteria: The pre-determined financial
objectives for the Plan, the measurement of which determines
whether granted Units shall vest as defined under paragraph
4.2. The two, equally weighted Performance Criteria are
annual EPS Growth and average annual Net Sales Growth.
Performance Period: The period comprising the fiscal years
2004 through 2007. The fulfillment of the pre-determined
Performance Criteria as described under paragraph 4.2, is
measured based on Nokia's financial performance during this
period.
Performance Share Unit or Unit: Each Participant is offered
at grant a number of Performance Share Units, equalling the
Grant Amount. The Units will vest as Shares for the
Participant to the extent of and subject to the Vesting
conditions under paragraph 4.2, and other restrictions under
these Plan Rules.
Plan Rules: This document as adopted by the Board of
Directors.
Settlement Date: The day of the settlement of the payouts
under the Plan. Subject to the Vesting conditions under
paragraph 4 below, there will be two Settlement Dates, one
after the Interim Measurement Period and a second after the
Performance Period as defined under paragraph 6. The
Settlement Date will be as soon as practicable after the
Vesting Date.
Shares: Nokia ordinary shares to be transferred to
Participants based on vested Units. Nokia may, however, in
its sole discretion, use for the settlement of vested Units
one or more of the ways of funding described under paragraph
6, including cash settlement.
Threshold Number: The number of Units to vest, provided that
the Threshold Performance is achieved with respect to either
of the performance criteria, as determined in the Vesting
conditions of the Plan under paragraph 4.2. For each
Performance Criteria, the Threshold Number is equal to
one-half of the Grant Amount.
Threshold Performance: The minimum performance level as
defined under paragraph 4.2, which results in the Vesting of
the Threshold Number of Units of a grant. For each
Performance Criteria, a Threshold Performance level is
established.
Vesting: The granted Units shall vest as Shares and the
Participant shall acquire the right to receive full
ownership of such number of Shares. The number of Units that
Vest will be dependent on the fulfilment of the Vesting
conditions under paragraph 4. The Vesting conditions will be
measured after the close of the Interim Measurement Period,
and the close of the Performance Period, as defined under
paragraph 4.3.
Vesting Date: The Vesting Date is the date of the Annual
General Meeting of Nokia in 2006 and 2008, respectively, as
determined by Nokia. The Vesting Date represents the day in
which a participant earns the shares, subject to the Vesting
conditions defined in paragraph 4.2. There will be two
Vesting Dates, one after the Interim Measurement Period and
a second after the Performance Period as defined under
paragraph 6.
2. Purpose and Scope of the Plan
Nokia Corporation ("Nokia") may grant under the Performance
Share Plan 2004 (the "Plan") a maximum of 17 000 000 Nokia
shares (the "Shares") to eligible participants, subject to
the terms and conditions and
NOKIA 3 (8)
other restrictions set out herein ("Plan Rules"). The
purpose of the Plan is to recruit, retain and motivate
selected personnel of Nokia Group, and to promote their
share ownership.
To comply with the purposes of the Plan, the Personnel
Committee of the Board of Directors of Nokia ("Personnel
Committee") shall determine the grant principles of the
Plan, as well as approve the eligible persons of Nokia Group
to receive grants under the Plan (the "Participants") from
time to time.
3. Grant of Performance Share Units
At grant, each Participant will be offered a certain number
of Performance Share Units ("Grant Amount"). The granted
Units will vest as Shares to the Participants, subject to
the Vesting conditions described below under paragraph 4,
and other terms and conditions under these Plan Rules.
In connection with the grant, the Participant may be
required to give Nokia such authorizations and consents, as
Nokia deems necessary in order to administer the Plan from
time to time. The fulfillment of such requirements,
including the instructions given by Nokia regarding the
acceptance of a grant, forms a precondition of a valid
grant.
4. Vesting Conditions of the Performance Share Units
4.1. Vesting and Settlement
The granted Units shall vest as Shares and the Participant
shall acquire the right to receive full ownership of such
number of Shares, as determined in the Vesting conditions
described below in this paragraph 4 ("Vesting") and be
subject to Settlement pursuant to paragraph 6 below,
"Settlement of Grant".
4.2. Performance Period and Financial Performance Criteria
The Vesting of Units under the Plan is determined by the
financial performance of Nokia during the Performance Period
comprising the fiscal years 2004 through 2007 ("Performance
Period").
The measurement of Nokia's performance during the
Performance Period will be based on the approved
consolidated financial accounts of Nokia Group (IAS) as of
the end of fiscal year 2003, compared with those of 2005 and
2007.
NOKIA 4 (8)
Threshold Performance
The Threshold Number, equalling one half of the Grant
Amount, shall vest, if Nokia's financial performance equals
either of the two pre-determined financial performance
criteria ("Performance Criteria") described below as
Threshold Performance.
The Threshold Performance level for each Performance
Criteria is as follows:
1) EPS Growth: Nokia's EPS (basic, reported) equals 0.84
at the end of 2007,
2) Net Sales Growth: Nokia's Average Annual Net Sales
Growth rate equals 4% at the end of 2007.
Maximum Performance
For each criterion, the Maximum Number of Units shall vest,
if Nokia's financial performance equals or exceeds the
pre-determined financial performance criteria described
below as Maximum Performance.
1) EPS Growth: Nokia's EPS (basic, reported) equals or
exceeds 1.18 EUR at the end of 2007
2) Net Sales Growth: Nokia's Average Annual Net Sales
Growth rate for the Performance Period equals or
exceeds 16%
To the extent that the Threshold Performance is exceeded,
the number of Units to vest will increase linearly up to the
Maximum Performance level. For a graphical depiction of the
vesting schedule, please consult tables A and B below.
NOKIA 5 (8)
The following table summarizes the Threshold Performance and
Maximum Performance for each Performance Criteria as well as
the number of Units being vested at each performance level
under the Plan:
------------------------------------------------ ------------------------------------------------
Threshold Performance Maximum Performance
-------------------------- ------------------------------------------------ ------------------------------------------------
Performance Metric Performance Criteria Number of Units Vesting Performance Criteria Number of Units Vesting
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Interim Measurement Period
-------------------------- ----------------------- ------------------------ ----------------------- ------------------------
EPS in 2005 0.80 EUR Threshold Number (one 0.94 EUR Two times the
(basic, reported) half of the Grant Threshold Number *
Amount)
-------------------------- ----------------------- ------------------------ ----------------------- ------------------------
Average Annual Net Sales 4% Threshold Number (one 16% or higher Two times the
Growth Rate (2004-2005) half of the Grant Threshold Number *
Amount)
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*) After the close of the Interim Measurement Period, the maximum total number of Units that may be vested, if any, may
not exceed the Grant Amount or Combined Threshold Number.
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Performance Period
-------------------------- ----------------------- ------------------------ ----------------------- ------------------------
EPS in 2007 0.84 EUR Threshold Number (one 1.18 EUR Equal to four times
(basic, reported) half of the Grant the Threshold Number**)
Amount**))
-------------------------- ----------------------- ------------------------ ----------------------- ------------------------
Average Annual Net Sales 4% Threshold Number (one 16% or higher Equals four times the
Growth Rate (2004-2007) half of the Grant Threshold Number **)
Amount **)
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**) For the full Performance Period, the total amount of shares to be vested, if any, may not exceed four times the Grant
Amount or the Combined Threshold Number, less any Shares delivered after the Interim Measurement Period.
----------------------------------------------------------------------------------------------------------------------------
Table A Table B
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
NOKIA 6 (8)
4.3. Measurement and calculation of grant payout
The measurement of Nokia's performance under the Plan shall
be made after the close of the Interim Measurement Period as
well as after the Performance Period. Based on each of these
measurements, the number of Units being vested and Shares
shall be calculated, which calculation will always subject
to the approval of Nokia's financial accounts by the Annual
General Meeting of Shareholders for the relevant year.
Nokia shall carry out the measurement of Nokia's performance
and calculation of the number of Units being vested and
corresponding number of Shares under the Plan as well as the
payout in its sole discretion.
The calculation of the number of Units being vested shall
not result in fractional Shares. The number of Units vesting
shall be rounded to the nearest whole Share.
4.4. Vesting Date
The measurement and calculation will be confirmed on the day
of the Annual General Meeting of Nokia in 2006 and 2008, as
determined by Nokia ("Vesting Date"). The Vesting Date
represents the day in which a participant earns the Shares,
subject to the fulfilment of the Vesting conditions
determined in this paragraph. There will be two Vesting
Dates: one after the Interim Measurement Period and a second
after the Performance Period as defined under paragraph 6.
4.5. Interim and Final payout
The payout based on achievement during the Interim
Measurement Period shall not exceed the Grant Amount. The
portion of the payout after the close of the Interim
Measurement Period that would have, pursuant to the Vesting
conditions under 4.2 above, exceeded this limit, will be
paid out in 2008, if justified by the second measurement of
performance after the close of the Performance Period.
The final payout based on the achievement during the
Performance Period shall not exceed four times the Grant
Amount. The number of Units being vested shall be adjusted
by the number of Units delivered after the close of Interim
Measurement Period.
4.6. Changes in employment
If the employment of the Participant terminates prior to
Vesting Date for any reason other than early retirement,
retirement, permanent disability (as defined by Nokia at its
sole discretion), or death, the Participant will not acquire
ownership of the vested Shares and they will not be
transferred to the Participant's account on or about the
Settlement Date.
If the employment of the Participant terminates prior to
Vesting Date by reason of early retirement, retirement,
permanent disability (as defined by Nokia at its sole
discretion) or death, the ownership of the Vested Shares
will pass to the Participant and the Shares will be
transferred to the Participant's account at the Settlement
Date.
In cases of voluntary and/or statutory leave of absence of
the Participant, Nokia has the right to defer the Vesting
Date and Settlement Date
NOKIA 7 (8)
5. Prohibited transactions
The Participants are not entitled to enter into any
derivative agreement or any other corresponding financial
arrangement relating to the Units or Shares until the Shares
have been vested and transferred to the Participant after
the Vesting Date.
6. Settlement of Grant
Nokia may, in its sole discretion, use for the settlement of
the Units one or more of the following: newly issued Shares,
Nokia's own existing Shares (treasury shares), Shares
purchased from the open market, or, in lieu of Shares, cash
settlement.
As soon as practicable after Vesting Date and subject to the
fulfilment of the other Plan Rules, the Shares, and their
cash equivalent shall, as instructed by Nokia, be
transferred to the Participant's personal book-entry,
brokerage or bank account, provided that the Participant has
performed all the necessary actions to enable Nokia to
instruct such a transfer ("Settlement").
The participants shall not be entitled to any dividend or
have any voting rights or any other rights as a shareholder
to the Shares until and unless the Shares have been
transferred to the Participant at the applicable Settlement
Date.
7. Terms of employment
The grant of Performance Share Units does not constitute a
term or a condition of the Participant's employment
relationship with Nokia, nor does it form a part of the
Participant's employment contract under applicable local
laws. The granted Units do not form a part of the
Participant's salary or benefit of any kind.
8. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to
collect withholding taxes, social security charges or fulfil
other employment related obligations upon making Grants to
Participants, or on the receipt or sale of the Shares by the
Participants. Nokia shall have the right to determine how
such collection, withholding and other measures are arranged
or carried out, including but not limited to potential sale
of the Shares for the fulfilment of such liability.
The Participants are personally responsible for any taxes
and social security charges associated with the Shares. The
Participants are advised to consult their own financial and
tax advisers (at their own expense) in connection with the
Grant of Units in order to verify their tax position.
9. Breach of the Plan Rules
The Participant shall comply with the Plan Rules in force
from time to time, as well as any instructions given by
Nokia regarding the Plan, including those regarding the
grants in paragraph 3 above. If the Participant breaches the
Plan Rules and/or any instructions given by Nokia regarding
the Plan, Nokia may at its discretion, at any time prior to
Vesting, rescind the Grant to a Participant who is in
breach.
NOKIA 8 (8)
10. Validity of the Plan
The Plan shall become valid and effective upon the adoption
by the Board. The Board may at any time amend, modify or
terminate the Plan and/or the Plan rules. The Board may make
such a resolution in its absolute discretion at any time,
including but not limited to situations where required
resolutions by Nokia's Annual General Meeting of
Shareholders are not received.
Such a resolution by the Board may also, as in each case
determined by the Board, affect the granted Units that are
then outstanding, but not settled.
11. Administration
Nokia shall administer the Plan in accordance with
instructions given by its Board of Directors or the
Personnel Committee, as the case may be. Nokia has the
authority to interpret and amend these Plan Rules. Nokia may
also amend these Plan Rules, adopt such other rules and
procedures, and take such other measures, as it shall deem
necessary or appropriate for the administration of the Plan.
Nokia has the right to determine the practical manner of
administration and settlement of the Grants, including but
not limited to the acquisition, issuance, sale, and transfer
of the Shares to the Participant. Furthermore, Nokia has the
right to require from the Participant the submission of such
information or contribution that is necessary for the
administration and settlement of the Grants.
12. Governing Law
The Plan is governed by Finnish law. Disputes arising out of
the Plan shall be settled by arbitration in Helsinki,
Finland in accordance with the Arbitration Rules of the
Finnish Central Chamber of Commerce.
13. Other Provisions
Any notices to the Participants relating to this Plan shall
be made electronically, in writing, or any other appropriate
manner as determined by Nokia.
The grant of Shares by Nokia to some Participants may be
limited and/or subject to additional terms and conditions
due to laws and other regulations applicable outside
Finland.
Nokia has the right to transfer globally within Nokia Group
and/or to an agent of Nokia Group any of the personal data
required for the administration of the Plan and the
settlement of the grants. The data may be administered and
processed either by Nokia or an agent authorized by Nokia in
the future. The Participant is entitled to request access to
data referring to the Participant's person, held by Nokia or
its agent and to request amendment or deletion of such data
in accordance with applicable laws, statutes or regulations.
In order to exercise these rights, the Participant must
contact Nokia Head Office Legal department in Espoo,
Finland.
NOKIA 1 (4)
TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2004
1. Purpose and Scope of the Plan
The purpose of the Nokia Restricted Share Plan 2004 (the "Plan") is to retain
certain key employees of Nokia Group, and to promote share ownership of these
key employees. To accomplish these objectives Nokia Corporation ("Nokia") may
grant selected key employees of Nokia Group shares in Nokia.
Under the Plan a maximum of 2,000,000 Nokia shares (the "Shares") may be granted
to eligible participants, subject to restrictions, terms and conditions under
the Plan.
Grants from this Plan may be made between January 1, 2004 and December 31, 2004,
inclusive.
2. Eligible Employees
The Personnel Committee shall determine the eligible employees of Nokia Group to
be offered Shares under the Plan (the "Participants" or "Participant" as the
case may be).
Participants under the Plan are:
o Key talent employees;
o Employees with high potential; and
o Empoyees who are critical recourses
The Personnel Committee of the Nokia Board of Directors (the "Personnel
Committee") shall approve nominations for members of the Group Executive Board,
other than the President and the CEO
The Personnel Committee shall recommend to the Board of Directors of Nokia (the
"Board") for approval the nominations for the President and the CEO.
In addition, the CEO of Nokia shall be authorized to approve grants to eligible
employees, except for members of the Group Executive Board.
3. Grant of Shares
As described in Section 2 above, the Board, Personnel Committee or the CEO,
respectively, shall approve the grant of Shares. The grant of Shares means that
the Participant is given an offer to receive a certain amount of Shares subject
to the restrictions set forth below.
The Participant shall acquire ownership of the Shares and all the rights
relating to the Shares only after the end of the Restriction Period as defined
below in Section 3.b) and provided that the terms and conditions of the Plan are
met.
NOKIA 2 (4)
In connection with the grant of Shares, the Participant will enter into an
agreement, Restricted Share Agreement, between Nokia and the Participant
essentially in such form and containing such provisions as are consistent with
the purpose of the Plan and as the Personnel Committee shall from time to time
determine. By signing the agreement, the Participant accepts the grant of the
Shares and the conditions set by Nokia to be applicable to the grant. The
following terms and conditions shall, at the minimum, apply to the Restricted
Share Agreement:
a) Shares Granted. Each Restricted Share Agreement shall specify the
number of Shares the Participant has been granted. No fractional
Shares shall be granted.
b) Restriction Period. The Shares shall be transferred to the Participant
after a period of not less than 3 years from the date of the grant of
the Shares (the "Restriction Period") as stated in the Restricted
Share Agreement. During the Restriction Period, the Participant does
not have any legal ownership or any other rights relating to the
Shares.
c) Rights of the Participant during Restriction Period. The Participants
shall not be entitled to any dividend or have any voting rights or any
other rights as a shareholder to the Shares until the Shares have been
transferred to the Participant after the end of the Restriction
Period.
d) Prohibited transactions. The Participants are not entitled to enter
into any derivative agreement or any other corresponding financial
arrangement relating to the Shares until the Shares have been
transferred to the Participant at the end of the Restriction Period.
e) Settlement of Shares. As soon as practicable after the end of the
Restriction Period and subject to the fulfillment of the terms and
conditions of the Plan, the Participant will acquire ownership of the
granted amount of Shares, which shall be transferred to the
Participant's personal book-entry or brokerage account designated by
Nokia. At the same time, the Participant will acquire ownership of the
Shares.
f) Changes in employment. If the employment of the Participant terminates
prior to the end of the Restriction Period for any reason other than
early retirement, retirement, permanent disability, (these events to
be defined by Nokia at its discretion), or death, the Participant will
not acquire ownership of the granted Shares and they will not be
transferred to the Participant's account after the end of the
Restriction Period. If the employment of the Participant terminates
prior to the end of the Restriction Period by reason of early
retirement, retirement, permanent disability (these events to be
defined by Nokia at its discretion) or death, the ownership of the
granted Shares will pass to the Participant and the Shares will be
transferred to the Participant's account after the end of the
Restriction Period. In cases of voluntary and/or statutory leave of
absence of the Participant, Nokia has the right to defer the end of
the Restriction Period of the Shares regarding such Participant.
g) Obligation to hold the Shares. Nokia may after the end of the
Restriction Period and the transfer of the Shares to the Participant's
account, require the Participant to hold, for a specified time period,
such number of Shares equivalent to the Participant's after-tax net
gain for the granted Shares.
h) Breaches of the Plan rules. If the Participant breaches the Plan rules
and/or any instructions given by Nokia regarding the Plan, Nokia may
at its discretion at any time prior to the end of Restriction Period
rescind the grant of Shares to such Participant.
i) High standard performance. If the performance, the contributions or
leadership of the Participant significantly deteriorate at any time
during the Restriction Period, Nokia reserves the right at its
discretion at any time prior to the end of Restriction Period to
rescind the grant of Shares to such Participant. The circumstances
that may lead to rescinding the grant of Shares are to be solely
determined and interpreted by Nokia.
NOKIA 3 (4)
j) Acceptance. The Participant shall accept all, none or a portion of the
Shares by returning the Restricted Share Agreement signed to the Nokia
contact person designated in the Agreement. Once the Participant has
accepted the Shares, the acceptance may not be rescinded by the
Participant.
k) Other provisions. The grant of the Shares does not constitute a term
or a condition of the Participant's employment relationship with Nokia
nor of the Participant's employment contract under applicable local
laws. The Shares do not form a part of the Participant's salary or
benefit of any kind.
l) Authorization and consents. Nokia has the right to require from the
Participant the submission of such information or contribution that is
necessary in the administration of the grants. This includes the
authorization to Nokia or its assigns, in Nokia's absolute discretion,
to arrange for the subscription or acquiring of Shares in order to
settle the Grant, and to sell Shares in order to settle any tax or
social security liability on behalf of the Participant. By signing the
Restricted Share Agreement, the Participant also consents to the
processing of and transferring of all personal data given by him/her
for the administration of the Plan.
4. Administration
Pursuant to the instructions given by the Board, the Plan shall be administered
by the Personnel Committee. The Personnel Committee is empowered to adopt such
rules, regulations and procedures and take such other measures as it shall deem
necessary or appropriate for the administration of the Plan. The Personnel
Committee shall also have the authority to interpret and amend these Plan rules.
The Human Resources Department of Nokia will assist the Personnel Committee in
the day-to-day administration of the Plan.
Nokia has the right to determine the practical manner of administration and
settlement of the grants, including but not limited to the acquiring, issuance,
sale, and transfer of the Shares to the Participant.
5. Taxes and other Obligations
Pursuant to applicable laws, Nokia is or may be required to collect withholding
taxes, social security charges or fulfil other employment related obligations
upon the receipt or sale of the Shares by the Participants. Nokia shall have the
power to determine how such withholding or any other measures are arranged or
carried out, including but not limited to potential sale of Shares for the
fulfillment of the such liability.
The Participants are personally responsible for any taxes and social security
charges associated with the grant of the Shares. The Participants are advised to
consult their own financial and tax advisers (at their own expense) before the
acceptance of the grant of the Shares, i.e. signing the Restricted Share
Agreement.
6. Effectivity of the Plan
The Plan shall become effective pursuant to the adoption by the Board. The Board
may at any time amend, modify or terminate the Plan, including but not limited
to situations where required resolutions by Nokia's General Meeting of
Shareholders is not received. Such a resolution by the Board may also, as in
each case determined by the Board, affect the grants then outstanding, but not
settled.
7. Governing Law
NOKIA 4 (4)
The Plan is governed by Finnish law. Disputes arising out of the Plan shall be
settled by arbitration in Helsinki, Finland in accordance with the Arbitration
Rules of the Finnish Central Chamber of Commerce.
8. Other Provisions
Any notices to the Participants relating to this Plan shall be made in writing,
electronically or any other manner as determined by Nokia.
The grant of Shares by Nokia to some Participants may be limited and/or subject
to additional terms and conditions due to laws and other regulations outside
Finland. Nokia has the right to transfer globally within Nokia Group and/or to
an agent of Nokia Group any of the personal data required for the administration
of the Plan and the settlement of the grants. The data shall be administered and
processed by Nokia or any other person, agent or entity designated in the
future. The Participant is entitled to request access to data referring to the
Participant's person, held by Nokia or its agent and to request amendment or
deletion of such data in accordance with applicable laws, statutues or
regulations. In order to exercise these rights, the Participant must contact
Nokia Head Office Legal department in Espoo, Finland.
EXHIBIT 5.1May 7, 2004 Nokia Corporation P.O. Box 226 FIN-00045 NOKIA GROUP FINLAND Ladies and Gentlemen, I am the General Counsel of Nokia Corporation, a company incorporated under the laws of the Republic of Finland (the "Company"), and, as such, I have acted on behalf of the Company in connection with its offering of awards of performance shares (the "Performance Shares"), restricted shares (the "Restricted Shares") and stock options (the "Stock Options") with respect to the shares of the Company, to eligible Company employees in the United States as part of a worldwide employee offering (the "Employee Offering") that is being undertaken to incentivise the selected key persons of the Company and its subsidiaries and affiliates. Holders of Performance Shares, Restricted Shares or Stock Options will be entitled to receive or subscribe for Shares of the Company, with a par value of 0.06 euros (each a "Share"). American Depository Shares (the "ADSs"), each representing one Share, are listed on the New York Stock Exchange. In connection with the opinions expressed below, I have examined: (i) the terms and conditions of the Employee Offering; i.e. the Nokia Stock Option Plan 2003 as approved by the shareholders of the Company at the Annual General Meeting of the shareholders of the Company held on March 27, 2003 and the Nokia Performance Share Plan 2004 and the Nokia Restricted Share Plan 2004 as approved by the Board of Directors of the Company in their meeting held on March 25, 2004. (ii) the form of documentation to be furnished to employees eligible to participate in the Employee Offering including a copy of the prospectus prepared in accordance with the requirements of Part I of Form S-8 under the United States Securities Act of 1933, as amended (the "Securities Act"); (iii) a signed copy of the company's Registration Statement on Form S-8 (the "Registration Statement") relating to the Employee Offering, which Registration Statement is being filed by the Company with the United States Securities and Exchange Commission (the "Commission") on the date hereof; (iv) the Articles of Association of the Company; and (v) originals, or copies certified or otherwise identified to my satisfaction, of such documents, as I have deemed necessary and appropriate as a basis for the opinion hereinafter expressed. 2 Based on the foregoing and having regard for such legal considerations as I deem relevant, I am of the opinion that: (1) the Performance Shares, Restricted Shares and Stock Options to be offered to eligible employees pursuant to the Employee Offering will represent legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, and (2) the Shares to be issued upon settlement or exercise, as applicable, of the Performance Shares, Restricted Shares and Stock Options, in connection with the Employee Offering will, upon issuance, have been duly authorized, validly issued and be fully paid and non-assessable. I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. I am a lawyer admitted to practice in Finland and I am not admitted in, do not hold myself as being an expert on, and do not express any opinion on the law of any jurisdiction other than the laws of the Republic of Finland. Very truly yours, /s/Ursula Ranin - ------------------------------- Ursula Ranin Vice President, General Counsel 3
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Nokia Performance Share Plan 2004, Nokia
Restricted Share Plan 2004 and Nokia Stock Option Plan 2003 for Nokia
Corporation of our report dated January 22, 2004 relating to the financial
statements of Nokia Corporation, which appears in Nokia Corporation's Annual
Report on Form 20-F for the year ended December 31, 2003.
/s/ PricewaterhouseCoopers Oy
PricewaterhouseCoopers Oy
Authorized Public Accountants
Helsinki, Finland
May 7, 2004