As filed with the Securities and Exchange Commission on May 20, 2003.
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 STOCK OPTION PLAN 2003
(Full title of the plan)
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 Lilienfeld, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(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 Security Aggregate Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
Shares of Nokia Corporation, 5,200,000 $17.61 (2) $91,572,000 (2) $7,408.17
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) 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 (the "Securities Act"), based on
the average of the high and low trading prices ($17.72 and $17.50,
respectively) of Nokia Corporation ADSs on the New York Stock Exchange
on May 15, 2003.
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 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, 2002 (File No. 1-13202), filed on February 7, 2003;
(b) the description of the Registrant's Shares, par value EUR 0.06
per share (the "Shares"), registered under Section 12 of the 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; and
(c) the Registrant's current reports on Form 6-K filed with the
Commission on January 3, 2003, January 23, 2003, January 31, 2003,
February 7, 2003, March 3, 2003, March 11, 2003, March 27, 2003, April 1,
2003, April 17, 2003, May 2, 2003 and May 14, 2003.
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 $200 million and EUR 50 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.
(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.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 20, 2003.
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
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Mr. Jorma Ollila and/or Ms. Ursula Ranin 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 Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the indicated capacities on May 20, 2003.
Members of the Board of Directors:
/s/ Paul J. Collins Vice Chairman, Director
- -------------------------------
Name: Paul J. Collins
/s/ George Ehrnrooth Director
- -------------------------------
Name: Georg Ehrnrooth
/s/ Dr. Bengt Holmstrom Director
- -------------------------------
Name: Dr. Bengt Holmstrom
/s/ Per Karlsson Director
- -------------------------------
Name: Per Karlsson
/s/ Jorma Ollila Chairman of the Board of Directors,
- ------------------------------- Chief Executive Officer
Name: Jorma Ollila
/s/ Robert F.W. van Oordt Director
- -------------------------------
Name: Robert F.W. van Oordt
/s/ Dame 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/ Olli-Pekka Kallasvuo
- -------------------------------
Name: Olli-Pekka Kallasvuo
Authorized Representative in the United States:
/s/ Kari-Pekka Wilska
- -------------------------------
Name: Kari-Pekka Wilska
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. 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 Stock Option Plan 2003.
*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 Stock Option
Plan 2003.
*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.
Exhibit 4.3
NOKIA LETTERHEAD 1 (5)
NOKIA STOCK OPTION PLAN 2003
I TERMS AND CONDITIONS OF STOCK OPTIONS
1. Stock Options to be Issued
Nokia Corporation ("Company") will issue the maximum of 94 600 000 stock options
entitling to the subscription for the maximum of 94 600 000 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.
The stock options will be offered to selected key persons of Nokia Group and to
a wholly owned subsidiary of the Company (the "Subsidiary") to be offered to
selected key persons of Nokia Group. It is proposed that shareholders'
pre-emptive rights to the share subscription be disapplied since the stock
options are intended to incite the selected key persons of Nokia Group.
The subscription period for the stock options to be issued as defined above will
expire as of February 28, 2005 or any earlier date as determined by the Board of
Directors of the Company (the "Board of Directors").
2. Stock Option Categories and Lots
Of the 94 600 000 stock options to be issued by the Company 47 300 000 will be
denoted as "2003" stock options and 47 300 000 will be denoted as "2004" stock
options.
The 2003 and 2004 stock options will be divided into sub-categories so that the
stock options that have equal share subscription price as well as 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 2003 and 2004 stock
options will be divided within the sub-categories. The sub-categories will be
denoted with a title that indicates the category and the basis for the pricing
of the stock option, for example "2003 2Q" or "2004 1Q" regarding quarterly
priced stock options and "2003 9M" or "2004 12M" regarding monthly priced stock
options.
Each sub-category of the 2003 stock options will be further divided into 13 lots
in accordance with their respective share subscription periods so that the first
lot forms 25 % of the number of stock options under each stock option
sub-category. The remaining 12 lots are of equal size each consisting of
approximately 6,25 % of the number of stock options within the relevant stock
option sub-category. The Board of Directors will resolve later how the 2004
stock options will be divided into lots according to their respective share
subscription periods.
3. Distribution of Stock Options
The Board of Directors will resolve on the distribution of the stock options to
the selected key persons of Nokia Group (the "Participants") and the Subsidiary.
The stock options held by the Subsidiary may be allocated to the Participants in
accordance with the resolution of the Board of Directors.
The Company will notify each Participant of the allocation of stock options to
the Participant.
The Company will retain the stock option certificates until the share
subscription.
4. Price of the Stock Options
The stock options will be issued free of charge.
NOKIA Letterhead 2 (5)
5. Non-Transferability
The stock options are non-transferable to a third party by the Participant and
may be exercised for share subscription only.
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 in the Rights Pertaining to the Stock Options
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 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.
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.
The offer by the Company to some Participants to receive stock options may be
limited and/or subject to additional terms due to laws and other regulations
outside Finland.
The Participants are not entitled to enter into any derivative agreement or any
other corresponding hedging arrangement relating to the stock options or the
Shares prior to the commencement of the share subscription period of the
respective stock option sub-category.
II TERMS AND CONDITIONS OF SHARE SUBSCRIPTION
1. Right to Subscribe for Shares
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
may increase by a maximum of 94 600 000 Shares and the share capital of the
Company may increase by a maximum of EUR 5 676 000.
The share subscription with the stock options may take place only after the
share subscription period of each respective stock option has commenced.
The Subsidiary may not exercise the stock options for share subscription.
2. Share Subscription Period and Payment of Shares
The share subscription period for the 2003 and 2004 stock options will be
determined by the Board of Directors and will begin not earlier than July 1,
2004 and end not later than December 31, 2009.
Shares can be subscribed for at the Company's head office or at another place
determined by the Company. 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
NOKIA Letterhead 3 (5)
Company. The Company will resolve on all procedural matters applicable to the
share subscription and on the payment of the Shares.
3. Subscription Price
The share subscription prices for the different sub-categories of stock options
to be allocated to Participants under the Nokia Stock Option Plan 2003 will
regularly be determined and the subcategories 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.
Subject to the resolution of the Board of Directors, the sub-categories may also
be priced and denoted 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.
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
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
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 share capital increase. Equality will be implemented in the
manner resolved by the Board of Directors so that the number of Shares, which
may be subscribed for, the share subscription prices or both will be amended.
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.
6. Rights of Holders of Stock Options in certain Cases
a) Should the Company, before the share subscription, reduce its share capital,
the right to the share subscription of the Participants will be amended in the
manner specified in the resolution to reduce the share capital.
NOKIA Letterhead 4 (5)
b) 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.
c) 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. This provision constitutes an agreement referred to in
Chapter 14, Section 3 of the Companies Act.
d) 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.
e) Should a tender offer regarding all shares or 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.
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 offer all of their stock
options for redemption to the redeeming shareholder.
The Board of Directors may, however, in any of the situations prescribed above
in paragraph 1 and 2, 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.
f) 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.
g) 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.
NOKIA Letterhead 5 (5)
III OTHER TERMS AND CONDITIONS
1. Governing Law and Settlement of Disputes
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.
In the event of conflict, the Finnish language version of the terms and
conditions shall prevail.
2. Instructions, Amendments and Notices
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.
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.
3. Other Provisions
The Board of Directors may resolve on the transfer of the stock options or part
thereof to the book-entry system at a later date and on any possible technical
amendments resulted thereby to these terms and conditions of the stock options.
The receipt of stock options does not constitute a term or condition of the
Participant's employment nor of the Participant's employment contract. The
Participants will not be entitled to compensation on any grounds in respect of
the stock option grant from any company belonging to Nokia Group with respect to
the employment with Nokia Group or anytime thereafter. No benefit derived from
the stock options under this Plan will be pensionable.
The Company will have the right to take any measures as it deems necessary to
meet any legal payment or other liability in respect of stock options, or to
manage the administration of the stock option plan. The Company has the right
e.g. to deduct a necessary amount from the proceeds resulting from the exercise
of the stock options of a participant to meet withholding liabilities.
If a Participant breaches these terms and conditions, any instructions given by
the Board of Directors or by the Company and/or any applicable laws and
regulations, the Company has the right to redeem from the Participants all of
the stock options, which have not yet been exercised for share subscription.
The documentation for the stock options may be viewed at the Company's head
office in Espoo, Finland.
NOKIA Letterhead
Exhibit 5.1
May 20, 2003
Nokia Corporation 1 (2)
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 stock options (the
"Stock Options") to subscribe for 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. Each Stock Option
will entitle its holder to subscribe for one Share of the Company, with a par
value of 0.06 euros (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 as approved by the
shareholders of the Company at the Annual General Meeting of the
shareholders of the Company held on March 27, 2003;
(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.
Based on the foregoing and having regard for such legal considerations as I deem
relevant, I am of the opinion that: (1) the 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 exercise of
the Stock Options in connection with the Employee Offering will, upon issuance,
have been duly authorized, validly issued and be fully paid and non-assessable.
2 (2)
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
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 pertaining to the Nokia Stock Option Plan 2003 for Nokia
Corporation of our report dated January 23, 2003 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, 2002.
Helsinki Finland
May 19, 2003
/s/ PricewaterhouseCoopers Oy
- -----------------------------
PricewaterhouseCoopers Oy