As filed with the Securities and Exchange Commission on May 6, 2005.
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------
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 2005
NOKIA RESTRICTED SHARE PLAN 2005
NOKIA STOCK OPTION PLAN 2005
(Full title of the plans)
Richard W. Stimson
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
599 Lexington Avenue
New York, New York 10022
+1 (212) 848 7171
======================================================================================================================
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Offering Price Per Aggregate Offering Price Registration
Security Fee
- ----------------------------------------------------------------------------------------------------------------------
Shares of Nokia Corporation, 3,750,000 $16.09(2) $60,318,750(3) $7,100
par value EUR 0.06 per share (1)
======================================================================================================================
(1) American Depositary Receipts evidencing American Depositary Shares
("ADSs") issuable on deposit of the Shares have been registered
pursuant to a separate Registration Statement on Form F-6 (Registration
No. 333-4920) and currently are traded on the New York Stock Exchange
under the ticker symbol "NOK".
(2) Represents an aggregate of 3,750,000 Nokia Corporation ADSs, of which
1,000,000 Nokia Corporation ADSs are available for future issuance
under the Nokia Performance Share Plan 2005, 750,000 Nokia Corporation
ADSs are available for future issuance under the Nokia Restricted Share
Plan 2005 and 2,000,000 Nokia Corporation ADSs are available for future
issuance under the Nokia Stock Option Plan 2005.
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate is calculated pursuant to Rules 457(c) and 457(h) under
the Securities Act of 1933, as amended, based on the average of the
high and low trading prices ($16.18 and $15.99, respectively) of Nokia
Corporation ADSs on the New York Stock Exchange on May 3, 2005.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the U.S. Securities Act of 1933, as amended (hereinafter,
the "Securities Act"), and the "Note" to Part I of Form S-8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference as of their
respective dates in this Registration Statement:
(a) the Registrant's Form 20-F for the fiscal year ended December 31,
2004 (File No. 1-13202), filed on March 8, 2005; and
(b) the description of the Registrant's Shares, par value EUR 0.06 per
share (the "Shares"), registered under Section 12 of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), contained in "Item
9. The Offer and Listing" and "Item 10. Additional Information,"
respectively, of the Form 20-F described in, and incorporated by reference
by, paragraph (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Articles of Association of the Registrant contain no provisions
under which any member of the Board of Directors or officers is indemnified in
any manner against any liability which he may incur in his capacity as such.
Article 12 of the Articles of Association of the Registrant, however, provides
inter alia, that the "General Meeting of Shareholders ... shall take resolutions
on ... discharging the members of the Board of Directors and the President from
liability."
The Registrant maintains liability insurance in the amount of the
aggregate of EUR 350 million for its Board of Directors and certain of its
officers. Such persons are insured against liability for "wrongful acts,"
including breach of duty, breach of trust, neglect, error and misstatement.
At present, there is no pending material litigation or proceeding
involving a director or officer of the Registrant where indemnification will be
required or permitted. In addition, the Registrant is not aware of any
threatened material litigation or proceeding that may result in a claim for such
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of securities registered hereby, a post-effective amendment to
this Registration Statement to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in
the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
5
(b) The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
6
Part III
SIGNATURES
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Helsinki, Republic of Finland on May 6, 2005.
NOKIA CORPORATION
By: /s/ Ursula Ranin By: /s/ Marianna Uotinen-Tarkoma
----------------------------------- -----------------------------
Name: Ursula Ranin Name: Marianna Uotinen-Tarkoma
Title: Vice President, General Counsel Title: Senior Legal Counsel
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Ms. Ursula Ranin and/or Ms. Marianna
Uotinen-Tarkoma his/her true and lawful attorney-in-fact and agent, each acting
alone, each with full power of substitution, for him/her and in his/her name,
place and stead, in any and all capacities, to sign any or all amendments,
including post-effective amendments, and supplements to this Nokia Corporation
Registration Statement on Form S-8, 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(s)-in-fact and
agent(s) 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 he/she might or could do in person, hereby ratifying and
confirming all that said attorney(s)-in-fact and agent(s), or his/her substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the indicated capacities on May 6, 2005.
Members of the Board of Directors:
/s/ Paul J. Collins Vice Chairman, Director
- ---------------------------------
Name: Paul J. Collins
/s/ Georg Ehrnrooth Director
- ---------------------------------
Name: Georg Ehrnrooth
/s/ Daniel R. Hesse Director
- ---------------------------------
Name: Daniel R. Hesse
/s/ Bengt Holmstrom Director
- ---------------------------------
Name: Dr. Bengt Holmstrom
/s/ Per Karlsson Director
- ---------------------------------
Name: Per Karlsson
8
/s/ Edouard Michelin Director
- ---------------------------------
Name: Edouard Michelin
/s/ Jorma Ollila Chairman of the Board of Directors
- --------------------------------- Chief Executive Officer
Name: Jorma Ollila
/s/ Marjorie Scardino Director
- ---------------------------------
Name: Dame Marjorie Scardino
/s/ Vesa Vainio Director
- ---------------------------------
Name: Vesa Vainio
/s/ Arne Wessberg Director
- ---------------------------------
Name: Arne Wessberg
President:
/s/ Pekka Ala-Pietila
- ---------------------------------
Name: Pekka Ala-Pietila
Chief Financial Officer (whose functions
include those of Chief Accounting Officer):
/s/ Richard A. Simonson
- ---------------------------------
Name: Richard A. Simonson
9
Authorized Representative in the United States:
/s/ Richard W. Stimson
- ---------------------------------
Name: Richard W. Stimson
10
EXHIBIT INDEX
Exhibit No. Description of Document
4.1 Articles of Association of the Registrant (English
translation) (incorporated by reference to the Registrant's
Form 20-F for the year ended December 31, 2000 (File No.
1-13202), filed with the Commission on June 28, 2001).
4.2 Amended and Restated Deposit Agreement dated March 28, 2000
by and among Nokia Corporation, Citibank, N.A., as
Depositary, and the Holders from time to time of American
Depositary Receipts representing American Depositary Shares
issued thereunder (incorporated by reference to
Registrant's Form F-6 Registration Statement (Registration
No. 333-11740), filed with the Commission on March 28,
2000).
*4.3 Nokia Performance Share Plan 2005.
*4.4 Nokia Restricted Share Plan 2005.
*4.5 Nokia Stock Option Plan 2005.
*5.1 Opinion of Ursula Ranin, General Counsel of the Registrant,
as to the validity of the shares to be issued pursuant to
the Nokia Performance Share Plan 2005, the Nokia Restricted
Share Plan 2005 and the Nokia Stock Option Plan 2005.
*23.1 Consent of PricewaterhouseCoopers Oy, Helsinki, Finland,
Independent Accountants.
*23.2 Consent of Ursula Ranin, General Counsel of the Registrant
(included in Exhibit 5.1).
*24 Power of Attorney (included on signature page).
- ---------------------------
* Filed herewith.
11
1(8)
March 30, 2005
TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2005
1. Definitions
Annual EPS or EPS: The annual Earnings Per Share or EPS number
(basic, reported) in the approved consolidated financial accounts
for Nokia Group (IFRS) for fiscal years 2004, 2006, and 2008, as
applicable, will be used for the measurement of the EPS growth,
which is one pre-determined financial performance criterion and
vesting condition under paragraph 4 below.
Average Annual Net Sales Growth: The Average Annual Net Sales
Growth, which is one pre-determined financial performance
criterion and vesting condition under paragraph 4 below, is
calculated as an average of the annual net sales growth rates in
the approved consolidated financial accounts for Nokia Group
(IFRS) for the Interim Measurement Period or Performance Period,
as applicable. The annual net sales figures for fiscal years
2004, 2005, 2006, 2007, and 2008, as applicable, will be used for
the calculation of the Average Annual Net Sales Growth.
Grant Amount: The number of Units that will be allocated to a
Participant. The Grant Amount represents the Threshold Number for
and is tied to either EPS Growth or Average Annual Net Sales
Growth, as indicated to the Participant at grant. The Grant
Amount equals the Threshold Number for each criterion. Under the
Plan, the Participant shall receive two Grant Amounts of equal
size one tied to EPS criterion and one tied to Average Annual Net
Sales Growth criterion.
Interim Measurement Period: The period comprising the fiscal
years 2005 and 2006. The measurement of the first payout during
the Performance Period under paragraph 4 will be based on Nokia's
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 the
performance criterion, as determined in the Vesting Conditions
under paragraph 4.4. For each performance criterion, the Maximum
Number of Units equals four times the Threshold Number or Grant
Amount.
Maximum Performance: The performance level, which is defined for
each performance criterion under paragraph 4.4. The Maximum
Performance results in the Vesting of four times the Grant Amount
or Threshold Number.
Participant: Eligible persons who, based on the grant guidelines
approved by the Personnel Committee of the Board of Directors,
receive a grant of Performance Share Units under the Plan.
Performance Period: The period comprising the fiscal years 2005
through 2008. The fulfilment of the pre-determined performance
criteria as described under paragraph 4, is measured based on
Nokia's financial performance during this period. The two
separate, equally weighted performance criteria are Annual EPS
Growth and Average Annual Net Sales Growth.
2(8)
March 30, 2005
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, 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.
Share/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 the performance
criteria, as determined in the Vesting conditions of the Plan
under paragraph 4. For each performance criterion separately, the
Threshold Number equals the Grant Amount.
Threshold Performance: The minimum performance level, which
results in the Vesting of the Threshold Number or Grant Amount of
Units of a grant as defined under paragraph 4 below.
Vesting: Represents the moment in time, when 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 dependant 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. Nokia will arrange for the delivery of the vested
Shares as soon as practicable after Vesting Date, as described
under paragraph 6 below.
Vesting Date: The Vesting Date is the date of the Annual General
Meeting of Nokia in 2007 and 2009, respectively, as determined by
Nokia. The Vesting Date represents the day in which a participant
earns the shares, subject to the Vesting conditions as defined in
paragraph 4. There will be two Vesting Dates, one after the
Interim Measurement Period and a second after the Performance
Period as defined under paragraph 6. As soon as practicable after
Vesting Date, Nokia will arrange for the delivery of the vested
Shares as described under paragraph 6 below.
2. Purpose and Scope of the Plan
Nokia Corporation ("Nokia") may grant under the Performance Share
Plan 2005 (the "Plan") a maximum of 25.000.000 Nokia shares (the
"Shares") to eligible participants, subject to the terms and
conditions and 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 guidelines 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(8)
March 30, 2005
3. Grant of Performance Share Units
At grant, each Participant will be offered a certain number of
Performance Share Units ("Grant Amount"). One Grant Amount is
tied to the EPS criterion and a separate Grant Amount tied to the
Average Annual Net Sales criterion. 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. The fulfilment of such
requirements and the compliance with such instructions given by
Nokia 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 ("Vesting"), as determined in the Vesting conditions
described below in this paragraph 4 and be subject to Settlement
pursuant to paragraph 6 below, "Settlement of Grant".
4.2. Financial Performance Criteria and Vesting
4.2.1. The Vesting of Units under the Plan is determined by the
financial performance of Nokia during the Performance Period
comprising the fiscal years 2005 through 2008 ("Performance
Period").
4.2.2. Measurement of Nokia's performance during the Performance
Period will be based on the approved consolidated financial
accounts of Nokia Group (IRFS) as of the end of fiscal year 2008,
compared with those of 2004 and 2006.
4.2.3. If the Threshold Performance is not reached, no Units
shall be vested as Shares.
4.2.4. To the extent that the Threshold Performance is exceeded,
the number of Units to vest will increase linearly up to the
achievement of the Maximum Performance.
4.2.5. After the close of the Interim Measurement Period, to the
extent the Threshold Performance has been achieved or exceeded,
the number of Units equaling the Grant Amount shall vest. The
total number of Units that may be vested at such time, may,
however, not exceed the Grant Amount or Threshold Number.
4.2.6. For the full Performance Period (2005-2008), the total
amount of shares to be vested, if applicable, may not exceed four
times the Grant Amount or the Threshold Number, less any Shares
delivered after the Interim Measurement Period.
4.3. Threshold Performance
4.3.1. The Threshold Number, equalling the Grant Amount, shall
vest, if Nokia's financial performance equals one of the two
pre-determined financial performance criteria described below as
Threshold Performance.
The Threshold Performance level for each criterion is as follows:
4(8)
March 30, 2005
1) Average Annual Net Sales Growth: Nokia's Average Annual
Net Sales Growth rate for the Performance Period equals
3%.
2) EPS Growth (EPS): Nokia's EPS (basic, reported) equals
EUR 0.82 at the end of 2008.
4.4. Maximum Performance
4.4.1. The Maximum Number, which equals four times the Grant
Amount shall vest, if Nokia's financial performance equals or
exceeds one of the two pre-determined financial performance
criteria described below as Maximum Performance.
The Maximum Performance level for each criterion is as follows:
1) Average Annual Net Sales Growth: Nokia's Average Annual
Net Sales Growth rate for the Performance Period equals
or exceeds 12%.
2) EPS Growth (EPS): Nokia's EPS (basic, reported) equals or
exceeds EUR 1.33 at the end of 2008.
The following table below summarizes each Performance criterion
(Table A)
- ------------------------------------------------------------------------------------------------------------------------------------
Potential range of
Threshold Maximum share delivery
Financial Accounts 2004 Measurement Period Performance Criterion Performance Performance (Settlement)
- ------------------------------------------------------------------------------------------------------------------------------------
EPS EUR0.70 Interim Measurement EPS for 2006 (basic, EUR0.75 EUR0.96 Zero shares or Grant Amount
(basic, reported) Period (2005-2006) reported)
- ------------------------------------------------------------------------------------------------------------------------------------
-1% Interim Measurement Average Annual Net Sales 3% 12% Zero shares or Grant Amount
Average Annual Net Sales Period (2005-2006) growth rate (2005-2006)
(basic, reported) (basic, reported)
- ------------------------------------------------------------------------------------------------------------------------------------
EPS EUR0.70 Performance Period EPS for 2008 (basic, EUR0.82 EUR1.33 Zero shares to 4X Grant Amount,
(basic, reported) (2005-2008) reported) less any shares delivered from
Interim Measurement Period
- ------------------------------------------------------------------------------------------------------------------------------------
-1 Performance Period Average Annual Net Sales 3% 12% Zero shares to 4X Grant Amount,
Average Annual Net Sales (2005-2008) growth rate (2005-2008) less any shares delivered from
(basic, reported) (basic, reported) Interim Measurement Period
- ------------------------------------------------------------------------------------------------------------------------------------
4.5. 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 the number of
Shares shall be calculated, which calculation will always be
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 the
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.
4.6. Vesting Date
The measurement and calculation will be confirmed on the day of
the Annual General Meeting of Nokia in 2007 and 2009, as
determined by Nokia ("Vesting Date"). The Vesting Date represents
the day, in which a participant
5(8)
March 30, 2005
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. The vested Shares shall be
transferred to the Participant and settled on or about the
Settlement Date as defined under paragraph 6.
4.7. 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 above,
exceeded this limit, will be paid out in 2009, 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.
4.8. 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 Shares vesting 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
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 on the applicable Settlement Date.
6(8)
March 30, 2005
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 will be arranged or
carried out, including but not limited to potential sale of the
Shares on behalf of the Participants for the fulfilment of such
liability.
The Participants are personally responsible for any taxes and
social security charges associated with the Shares. This includes
responsibility for any and all tax liabilities in multiple
countries, if the participant has resided in more than one
country during the Performance Period. 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.
The Participants are also responsible for any potential charges
debited by financial institutions in connection with the
Settlement of the grants or any subsequent transaction related to
the Shares.
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.
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 guidelines
approved 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
7(8)
March 30, 2005
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 and settlement of disputes
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(8)
March 30, 2005
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 Units 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 Group Legal
department in Espoo, Finland.
1(4)
March 30, 2005
TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2005
1. Purpose and Scope of the Plan
The purpose of the Nokia Restricted Share Plan 2005 (the "Plan")
is to recruit, retain, reward and motivate selected high
potential and critical employees, and to promote share ownership
of these key employees. To accomplish these objectives Nokia
Corporation ("Nokia") may grant selected employees of Nokia Group
shares in Nokia under this Plan.
Under the Plan a maximum of 6 250 000 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, 2005 and
December 31, 2005, inclusive.
2. Eligible Employees
The Personnel Committee of the Nokia Board of Directors (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).
Eligible to become Participants under the Plan are:
o Key talent employees;
o Employees with high potential; and
o Employees, who are critical resources
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 paragraph 2 above, the Board, Personnel Committee
or the CEO, as applicable, 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 paragraph 3.2 and provided
that the other terms and conditions of the Plan are also met, as
stated below.
As a condition to receive the grant of Shares, the Participant
will enter into an agreement, Restricted Share Agreement
("Agreement") with Nokia, which contains the conditions of the
grant. These are consistent with the purpose of the Plan as
approved by the Board. Entering into the Agreement, the
Participant accepts the grant of
2(4)
March 30, 2005
the Shares, the terms and conditions of the Plan, as well as the
conditions applicable to the grant, as determined by Nokia. The
following apply to the Restricted Shares and the grants made
under the Plan:
3.1. Number of Shares Granted. Each Restricted Share
Agreement shall specify the number of Shares the Participant
has been granted. No fractional Shares shall be granted.
3.2. Restriction Period. The Shares shall be transferred to
the Participant after a period of not less than 3 years from
the date when the Shares are offered or granted to the
Participant (the "Restriction Period") as specified 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.
3.3. Rights of the Participant during the 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.
3.4. 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.
3.5. Settlement of Shares. As soon as practicable after the
end of the Restriction Period and subject to the fulfilment
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.
3.6. 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.
3.7. 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.
3.8. 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 the Restriction Period rescind the grant
of Shares to such Participant.
3.9. 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 the 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.
3(4)
March 30, 2005
3.10. 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.
3.11. 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.
3.12. 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 fulfilment of such liability.
The Participants are personally responsible for any taxes and
social security charges associated with the grant of the Shares.
This includes responsibility for any and all tax liabilities in
multiple countries, if the participant has resided in more than
one country during the Restriction Period. 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.
4(4)
March 30, 2005
7. 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.
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, statutes or
regulations. In order to exercise these rights, the Participant
must contact Nokia Group Legal department in Espoo, Finland.
1(5)
January 27, 2005
NOKIA STOCK OPTION PLAN 2005
I TERMS AND CONDITIONS OF STOCK OPTIONS
1. Stock Options to be Issued
1.1. Nokia Corporation ("Company") will issue the maximum of 25 000 000 stock
options entitling to the subscription for the maximum of 25 000 000 of the
Company's newly issued shares (the "Shares" or "Share" as the case may be) with
a par value of EUR 0.06 each.
1.2. The stock options will be offered to selected [personnel] of Nokia Group
and to a wholly owned subsidiary of the Company (the "Subsidiary") to be offered
to selected personnel of Nokia Group. It is proposed that shareholders'
pre-emptive rights to the share subscription be disapplied since the stock
options are intended to form a part of the equity based incentive program of
Nokia Group.
1.3. The subscription period for the stock options to be issued as defined above
will expire as of July 31, 2006 or any earlier date as determined by the Board
of Directors of the Company (the "Board of Directors").
2. Stock Option Sub-categories and Lots
2.1. The stock options to be granted will be divided into sub-categories so that
the stock options that have equal share subscription price and expiry date of
the share subscription period (as defined in Section II.3 below) form one
sub-category. The Board of Directors will determine how the stock options to be
granted will be divided into the sub-categories. The sub-categories will be
denoted with a title that indicates the basis for the pricing and the time of
the pricing, for example: "2005 2Q" or "2006 1Q" regarding quarterly priced
stock options, or "2005 9M" or "2005 12M" regarding monthly priced stock
options.
3. Distribution of Stock Options
3.1. The Board of Directors will resolve on the distribution of the stock
options to selected personnel of Nokia Group (the "Participants") and the
Subsidiary. The stock options held by the Subsidiary may subsequently be
allocated to the Participants in accordance with the resolution of the Board of
Directors.
3.2. The Company will notify each Participant of the allocation of stock options
to the Participant.
4. Price of the Stock Options
4.1. The stock options will be issued free of charge.
5. Non-Transferability
5.1. The stock options are non-transferable to a third party by the Participant
and may be exercised for share subscription only.
5.2. Should the stock options be redeemed pursuant to Section I.6 below, the
Company may reallocate the redeemed and priced stock options to other
Participants in accordance with the resolution of the Board of Directors.
6. Other Restrictions pertaining to the Stock Options
6.1. Should a Participant cease to be employed by Nokia Group for any reason
other than retirement or permanent disability, as defined by the Company, or
death, the Company is entitled to redeem free of charge
2(5)
January 27, 2005
those stock options of such Participant for which the share subscription period
referred to in Section II.2 has not yet commenced as at the last day of such
Participant's employment. In addition, the Company is entitled to redeem free of
charge from such Participant those stock options, for which as at the last day
of the Participant's employment, the share subscription period has already
commenced, but which remain unexercised at such date.
6.2. The Company may resolve that in cases of voluntary and/or statutory leave
of absence of the Participant and in other corresponding circumstances the
Company has the right to defer the commencement of the share subscription period
of the stock options and/or redeem the stock options free of charge from the
Participant.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
1. Right to Subscribe for Shares
1.1. Each stock option will entitle the Participant to subscribe for one Share
with a par value of EUR 0.06. Pursuant to the share subscriptions the number of
shares of the Company may increase by a maximum of 25 000 000 Shares and the
share capital of the Company may increase by a maximum of EUR 1 500 000.
1.2. The share subscription with the stock options may take place only after the
share subscription period of each respective stock option has commenced.
1.3. The Subsidiary may not exercise the stock options for share subscription.
2. Share Subscription Period and Payment of Shares
2.1. The share subscription period for the stock options to be granted will be
determined by the Board of Directors and will begin not earlier than July 1,
2006 and end no later than December 31, 2011.
The stock option sub-categories and lots shall have a staggered schedule of
share subscription periods as depicted in the table below. The table illustrates
as an example the beginning of the subscription periods for the sub-category
"2005 2Q", but the subscription periods for the other sub-categories to be
denoted shall commence similarly no later than one year after the end of the
quarter, under which the sub-category has been denoted and the price determined.
Should the stock option sub-category be denoted on a monthly basis, the
subscription period commences in a similar way staggered no later than one year
after the end of the month under which the sub-category has been denoted.
- ----------------------------------------------------------------------------
Title of Lot % of the whole Vesting date for
Sub-category Sub-category the Lot 1)
- ----------------------------------------------------------------------------
2005 2Q 25% July 1, 2006
- ----------------------------------------------------------------------------
2005 2Q 6.25% October 1, 2006
- ----------------------------------------------------------------------------
2005 2Q 6.25% January 3, 2007
- ----------------------------------------------------------------------------
2005 2Q 6.25% April 1, 2007
- ----------------------------------------------------------------------------
2005 2Q 6.25% July 1, 2007
- ----------------------------------------------------------------------------
2005 2Q 6.25% October 3, 2007
- ----------------------------------------------------------------------------
2005 2Q 6.25% January 2, 2008
- ----------------------------------------------------------------------------
2005 2Q 6.25% April 3, 2008
- ----------------------------------------------------------------------------
2005 2Q 6.25% July 3, 2008
- ----------------------------------------------------------------------------
2005 2Q 6.25% October 2, 2008
- ----------------------------------------------------------------------------
2005 2Q 6.25% January 2, 2009
- ----------------------------------------------------------------------------
2005 2Q 6.25% April 2, 2009
- ----------------------------------------------------------------------------
2005 2Q 6.25% July 2, 2009
- ----------------------------------------------------------------------------
3(5)
January 27, 2005
1) Vesting date is the day when the share subscription period,
i.e. the right to subscribe for the share in connection with the
stock option exercise, commences
2.2. The share subscriptions shall be made to Nordea Bank Finland Plc or another
subscription agent, as determined by the Company from time to time. Payment of
the Shares subscribed for shall be made to the Company pursuant to the
instructions given by the Company, however, always prior to the release of the
Shares by the Company. The Company will resolve on all procedural matters
applicable to the share subscription and on the payment of the Shares.
3. Subscription Price
3.1. The share subscription prices for the different sub-categories of stock
options to be allocated to Participants under the Nokia Stock Option Plan 2005
will regularly be determined and the sub-categories denoted on a quarterly
basis. The share subscription price for such sub-categories of stock options
will equal to the trade volume weighted average price of the Nokia share on the
Helsinki Exchanges during the trading days of the first whole week of the second
month (i.e. February, May, August or November) of the respective calendar
quarter, based on which the sub-category has been denoted.
3.2. The Board of Directors may resolve that sub-categories be denoted and
priced also on a monthly basis. The share subscription price for such stock
option sub-categories will equal to the trade volume weighted average price of
the Nokia share on the Helsinki Exchanges during the trading days of the first
whole week of the respective month, based on which the sub-category has been
denoted.
3.3. Should the General Meeting in accordance with the proposal of the Board of
Directors decide to distribute a special dividend constituting a deviation to
the dividend policy of the Company, the amount of this special dividend will be
deducted from the share subscription price, which has previously been
determined. The Board of Directors will specify in its proposal for the dividend
whether the dividend, or a part of it, is such a special dividend, and will
determine the new share subscription price.
4. Shareholder Rights
4.1. Shares will be eligible for dividend with respect to the financial year in
which the share subscription takes place. Other shareholder rights will commence
on the date on which the share subscription is entered in the Trade Register.
5. Issue of Shares, Convertible Bonds and Stock Options before Share
Subscription
5.1. Should the Company, prior to the share subscription, increase its share
capital through an issue of new shares, or issue new convertible bonds or stock
options, the Participants will have the same or equal right as the shareholders
to participate in such an issue. Equality will be implemented in the manner
resolved by the Board of Directors so that the number of Shares, which may be
subscribed for with each sub-category, the share subscription prices or both
will be amended.
5.2. Should the Company, prior to the share subscription, increase the share
capital through a bonus issue, the share subscription ratio will be amended so
that the ratio of the share capital to Shares to be subscribed for by virtue of
the stock options remains unchanged. Should the new number of Shares, which may
be subscribed for by virtue of one stock option, be a share fraction, the
fraction will be taken into account by lowering the share subscription price.
4(5)
January 27, 2005
6. Rights of Participants in certain Cases
6.1. Should the Company, before the share subscription, reduce its share capital
through redemption of shares, the right to the share subscription of the
Participants will be adjusted in the manner specified in the resolution to
reduce the share capital.
6.2. Should the Company, before the commencement of the share subscription
period, be placed into liquidation, the Participants will be given the right to
subscribe for Shares with the stock options, the share subscription period of
which has commenced, within a period prior to the commencement of the
liquidation as prescribed by the Board of Directors.
6.3. Should the Company resolve to merge with another existing company or with a
company to be formed or should the Company resolve to be divided, the
Participants will be given the right to subscribe for all the Shares pertaining
to their stock options or to convert their stock options into stock options
issued by another company or, where a new company will be formed, by the formed
company, on such terms and within such a time period prior to the merger or
division, as prescribed by the Board of Directors. Following the closing of the
merger or division, any rights to subscribe for Shares or to convert the stock
options will lapse. The provision stated in this paragraph 6.3. also applies to
a merger, in which the Company takes part, and whereby the Company registers
itself as a European Company (Societas Europae) in another member state in the
European Economic Area. The same also applies, if the Company resolves to
restructure itself into a European Company and registers a transfer of its
domicile into another member state. This provision constitutes an agreement
referred to in Chapter 14, Section 3 of the Companies Act.
6.4. Should the Company, before the end of the share subscription period, make a
resolution to acquire its own shares with an offer to all the shareholders, the
Company will be obliged to make an equal offer to the Participants in respect of
stock options, the share subscription period of which has commenced. If the
Company acquires its own shares in any other manner, no measures will need to be
taken in relation to the stock options.
6.5. Should a tender offer regarding all shares and stock options issued by the
Company be made or should a shareholder under the articles of association of the
Company or the Securities Markets Act have the obligation to redeem the shares
from the Company's other shareholders, or to redeem the stock options, or should
a shareholder have under the Companies Act the right and obligation to redeem
the shares from the Company's other shareholders the Participants may,
notwithstanding the transfer restriction prescribed under section I.5 above,
transfer all of the stock options in their possession to the offeror, or the
party under the obligation or right of redemption, as applicable.
6.6. Should a shareholder have under the Companies Act the right to redeem the
shares from the other shareholders of the Company, the Participants will have a
corresponding obligation to that of the shareholders to transfer all of their
stock options for redemption to the redeeming shareholder.
6.7. The Board of Directors may, however, in any of the situations prescribed
above in paragraph 6.5 and 6.6, also give the Participants an opportunity to
exercise all of the stock options in their possession for share subscription or
to convert them into stock options issued by another company on such terms and
within such time period prior to the completion of the tender offer or
redemption, as prescribed by the Board of Directors. At the close of this period
set by the Board of Directors, all rights to a share subscription or to a
conversion of stock options shall lapse.
6.8. Should the par value of the Company's share be changed so that the share
capital remains unchanged, the number of issued stock options will be amended
accordingly so that each stock option will still entitle to subscribe for one
Share, and the terms and conditions of the stock options concerning the share
subscription will be amended so that the aggregate par value of the Shares to be
subscribed for and the aggregate share subscription price remain unchanged.
5(5)
January 27, 2005
6.9. Should the Company be changed from a public limited company into a private
limited company, the terms and conditions of the stock options will not be
amended.
III OTHER TERMS AND CONDITIONS
1. These terms and conditions are governed by the laws of Finland. Disputes
arising out of the stock options will be settled by arbitration in accordance
with the Arbitration Rules of the Finnish Central Chamber of Commerce.
2. In the event of conflict, the Finnish language version of these terms and
conditions shall prevail.
3. The Board of Directors is authorized to make other than material amendments
to these terms and conditions. The Board of Directors shall resolve on other
matters relating to the stock options as well as the Shares. It may also give
binding instructions regarding the Participants. The Company has the sole power
to interpret these terms and conditions.
4. Any notices to the Participants relating to this stock option plan shall be
made in writing, electronically or any other manner as determined by the
Company.
5. The Board of Directors may resolve on the transfer of the stock options or
part thereof to the book-entry system and on any possible technical amendments
resulted thereby to these terms and conditions of the stock options.
6. The documentation for the stock options referred to in the Finnish Companies
Act may be viewed at the Company's head office in Espoo, Finland.
May 6, 2005
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
Performance Share Plan 2005, the Nokia Restricted Share Plan 2005 and
the Nokia Stock Option Plan 2005 as approved by the Board of Directors
of the Company in their meetings held on January 27, 2005 and April 7,
2005.
(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 U.S. 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.
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.
1
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
2
[PricewaterhouseCoopers Oy Letterhead] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Nokia Performance Share Plan 2005, Nokia Restricted Share Plan 2005 and Nokia Stock Option Plan 2005 for Nokia Corporation of our report dated March 7, 2005 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, 2004. /s/ PricewaterhouseCoopers Oy PricewaterhouseCoopers Oy Authorized Public Accountants Helsinki, Finland May 6, 2005