S-8

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
(State or other jurisdiction of
incorporation or organization) Not Applicable (I.R.S. Employer
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 2007

(Full title of the plans)

Richard W. Stimson

Nokia Holding, Inc.

6000 Connection Drive

Irving, Texas 75039

+1 (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 Registered	Amount to Be Registered	Proposed Maximum Offering Price per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Shares of Nokia Corporation (1)	1,000,000 (2)	$ 25.63 (3)	$ 25,630,000	$ 786.84

(1) American Depositary Receipts evidencing American Depositary Shares (“ADSs”) issuable on deposit of Shares of Nokia Corporation (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.” Each ADS represents one Share. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional Shares that become deliverable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding Shares to be offered or sold pursuant to the Plan.

(2) Represents an aggregate of 1,000,000 Shares available for future issuance under the Nokia Stock Option Plan 2007.

(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 prices ($25.80 and $25.45), respectively) of Nokia Corporation ADSs on the New York Stock Exchange on May 3, 2007.

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, 2006 (File No. 1-13202), filed on March 12, 2007; and

(b)the description of the Registrant’s Shares (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 in, 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 which shall 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.

5

(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

The Registrant. 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 7, 2007.

NOKIA CORPORATION
By:	/s/ Kaarina Ståhlberg	By:	/s/ Leena Siirala
Name:	Kaarina Ståhlberg	Name:	Leena Siirala
Title:	Vice President, Assistant 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. Kaarina Ståhlberg and/or Ms. Leena Siirala 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 7, 2007.

Members of the Board of Directors:
/s/ Georg Ehrnrooth	Director
Name: Georg Ehrnrooth
/s/ Lalita D. Gupte	Director
Name: Lalita D. Gupte
/s/ Daniel R. Hesse	Director
Name: Daniel R. Hesse
/s/ Dr. Bengt Holmström	Director
Name: Dr. Bengt Holmström
/s/ Prof. Dr. Henning Kagermann	Director
Name: Prof. Dr. Henning Kagermann

8

/s/ Olli-Pekka Kallasvuo	Director
Name: Olli-Pekka Kallasvuo
/s/ Per Karlsson	Director
Name: Per Karlsson
/s/ Jorma Ollila	Chairman of the Board of Directors
Name: Jorma Ollila
/s/ Dame Marjorie Scardino	Director
Name: Dame Marjorie Scardino
/s/ Keijo Suila	Director
Name: Keijo Suila
/s/ Vesa Vainio	Director
Name: Vesa Vainio
President and Chief Executive Officer:
/s/ Olli-Pekka Kallasvuo
Name: Olli-Pekka Kallasvuo
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).
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	Terms and Conditions of the Nokia Stock Option Plan 2007.
*5.1	Opinion of Kaarina Ståhlberg, VP, Assistant General Counsel of the Registrant, as to the validity of the shares to be issued pursuant to the Nokia Stock Option Plan 2007.
*23.1	Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent Registered Public Accounting Firm.
*23.2	Consent of Kaarina Ståhlberg, VP, Assistant General Counsel of the Registrant (included in Exhibit 5.1).
*24	Power of Attorney (included on signature page).
* Filed herewith.

11

EX-4.1

 
Exhibit 4.1 1 (8)

 

ARTICLES OF ASSOCIATION OF NOKIA CORPORATION
	1 §
Name	The name of the company is Nokia Oyj, in Swedish Nokia Abp and in English Nokia Corporation.
Domicile	The domicile of the company is Helsinki.
	2 §
Object	The object of the company is to engage in the telecommunications industry and other sectors of the electronics industry, including the manufacture and marketing of telecommunications systems and equipment, mobile phones as well as consumer electronics and industrial electronic products. The company may also engage in other industrial and commercial operations. The company may engage in securities trading and other investment activities.
	3 §
Incorporation in the book-entry system	The shares of the company are incorporated in the book-entry system of securities.
	4 §
Board of Directors	The company shall have a Board of Directors comprising a minimum of seven and a maximum of twelve members who shall be elected at the Annual General Meeting.
	Proposals for the election of the members of the Board of Directors and their remuneration shall be made to the Annual General Meeting by the Board’s Corporate Governance and Nomination Committee, comprising 3-5 Board members appointed by the Board of Directors for a maximum term of one year at a time.

 
2 (8)

	The term of a Board member shall begin from the Annual General Meeting at which he was elected and expire at the close of the following Annual General Meeting. Should a member resign before the end of the term of office, a replacing member may be elected at an Extraordinary General Meeting.
	The Board of Directors shall elect its Chairman and Vice Chairman for a term of one year at a time.
	The Board of Directors shall convene at the request of its Chairman. The Board of Directors shall constitute a quorum when more than half of the members of the Board of Directors are present.
	Resolutions shall be made by a majority vote or, in case of a tie, the Chairman shall have the casting vote. However, if in the election of a Chairman there is a tie, the election shall be decided by drawing lots.
	The Board of Directors shall establish its rules of procedure.
	The company shall have a Group Executive Board which is responsible for the operative management of the company. The number of members on the Group Executive Board as well as the Group Executive Board’s rules of procedure shall be approved by the Board of Directors. The Chairman of the Group Executive Board shall be appointed by the Board of Directors. The Chairman of the Group Executive Board may be elected to the Board of Directors. Upon a proposal by the Chairman of the Group Executive Board, the Board of Directors shall appoint the other members of the Group Executive Board, who may not be members of the Board of Directors.
	5 §
President	The Board of Directors shall elect the President of the company.
	6 §

 
3 (8)

Representing the company	The Chairman of the Board of Directors alone or two members of the Board of Directors jointly are authorized to represent the company. The Chairman of the Group Executive Board and the President may be authorized to represent the company alone. The Board of Directors may authorize other specifically named persons to represent the company either any two of them jointly or any one of them together with a member of the Board of Directors.
	The Board of Directors may authorize persons to represent the company per procurationem any two jointly or any one of them jointly with a member of the Board of Directors or with another person authorized to represent the company.
	7 §
Auditors	The company shall have one auditor, which shall be an audit firm certified by the Finnish Central Chamber of Commerce.
	The auditors’ term shall be the fiscal year.
	8 §
Annual accounts	The accounts of the company shall be closed at the end of each calendar year.
	9 §
General Meeting	The Annual General Meeting shall be held in Helsinki or Espoo at the latest on 30 June as determined by the Board of Directors.
	An Extraordinary General Meeting shall be held whenever deemed necessary by the Board of Directors. An Extraordinary General Meeting shall also be held if an auditor or shareholders owning at least one-tenth (1/10) of all the shares so request in writing for the consideration of a specified matter.
	10 §
Notice of a General Meeting	Notice of a General Meeting must be published no earlier than three months and no later than two weeks prior to the latest date of registration for a General Meeting according to Article 11 on the Company’s website and in one Finnish- and one Swedish-language daily newspaper published in the Helsinki area, as specified by the Board of Directors.

 
4 (8)

	11 §
Voting rights and registration for a General Meeting	Shareholders shall exercise their right to vote at a General Meeting either in person or through a proxy. In order to attend a General Meeting a shareholder must notify the company by the date stated in the notice of the Meeting, which may be no more than ten days prior to the Meeting.
	Unless otherwise provided in these Articles of Association or in the Companies Act, resolutions by the General Meeting shall be carried by a simple majority of the votes cast. In case of a tie, the vote of the chairman shall prevail with the exception of elections, in which the matter shall be resolved by drawing lots.
	Voting procedure shall be determined by the chairman of the General Meeting.
	12 §
Matters to be considered at the Annual General Meeting	The Annual General Meeting shall
	review
	1.   the annual accounts, comprising an income statement, balance sheet, cash flow statement and the notes thereto, as well as the consolidated annual accounts, and
	2.   the auditors’ report,
	take resolutions on
	3.   approval of the annual accounts, which includes approval of the Group annual accounts,
	4.   the use of the profit shown in the balance sheet,
	5.   discharging the members of the Board of Directors and the President from liability,
	6.   the number of members on the Board of Directors, and
	7.   the remuneration payable to the members of the Board of Directors and to the auditor; and

 
5 (8)

	elect
	8.     members of the Board of Directors, and
	9.     the auditor.
	13 §
Obligation to purchase shares	A shareholder whose holding - either alone or together with other shareholders in a way defined hereinafter - of the total shares of the company equals or exceeds 33 1/3 per cent or 50 per cent (“Purchasor”) shall be obliged, at the request of other shareholders (“Purchasees”), to purchase their shares and securities which entitle to shares under the Companies Act, as provided in this section.
	In calculating the percentage of shares in the company held by a shareholder, the following shares shall also be taken into account:
	- shares held by a corporation which, under the Companies Act, belongs to the same group as the shareholder,
	- shares held by a company which, when compiling the consolidated annual accounts according to the Accounting Act, is considered to belong to the same group as the shareholder,
	- shares held by a pension fund or pension society of corporations or companies referred to above, and
	- shares held by a foreign corporation or entity which - were it Finnish - would belong to the same group as the shareholder in the manner referred to above.
	Where a purchase obligation is based on an aggregate shareholding, the Purchasors shall jointly and severally be obliged to purchase shares vis-à-vis Purchasees. In such a situation a claim for purchase shall be considered to be made to all Purchasors even without a separate claim to each of them.
	Where two shareholders reach or exceed the threshold for the purchase obligation so that they become obliged to purchase shares simultaneously, a Purchasee may claim for purchase from both of them separately.

 
6 (8)

	The purchase obligation shall not apply to shares or securities which entitle to shares which a shareholder has acquired after the arising of the purchase obligation.
Purchase price	The purchase price of the shares shall be the higher of the following:
	a) the weighted average trading price of the shares on the Helsinki Exchanges during the ten (10) business days prior to the day on which the company has been notified by the Purchasor that his holding has reached or exceeded the threshold referred to above or, in the absence of such notification or its failure to arrive within the specified period, the day on which the Board of Directors of the company otherwise becomes aware of this;
	b) the average price, weighted by the number of shares, which the Purchasor has paid for the shares he has acquired during the last 12 months preceding the date referred to in paragraph a).
	If an acquisition which has an influence on the average price is denominated in a foreign currency, the euro conversion value shall be calculated according to the official rate of the European Central Bank for the currency in question seven (7) days prior to the date on which the Board notified shareholders of their right for purchase.
	The above provisions on the determination of the purchase price shall also apply to other securities to be purchased.
Purchase procedure	A Purchasor shall, within seven (7) days of the date on which the purchase obligation has arisen, notify the Board of Directors of the company in writing at the company’s address. The notification shall contain details of the number of shares owned by the Purchasor and the number and price of the shares acquired during the last twelve (12) months. The notification shall also contain the address at which the Purchasor may be contacted.

 
7 (8)

The Board shall notify shareholders of the arising of the purchase obligation within 45 days of the receipt of the notification referred to above or, in the absence of such notification or where such notification fails to arrive within the specified period, of the date on which it otherwise became aware of such purchase obligation. The notice shall contain details of the date on which the purchase obligation has arisen, the basis for determination of the purchase price as far as known by the Board, and the date by which claims for purchase shall be made. Notice to shareholders shall be given in compliance with the provisions of Article 10 of the Articles of Association concerning notice of a General Meeting.

A Purchasee shall make a written claim for purchase within 30 days of the Board’s notice of the purchase obligation. The purchase claim, which shall be sent to the company, shall indicate the number of shares and other securities covered by the claim. A shareholder claiming for purchase shall at the same time provide the company with possible share certificates or other documents carrying the right to shares to be transferred to the Purchasor against the payment of the purchase price.

If a claim is not made by the due date in the manner described above the shareholder shall forfeit his right to claim for purchase in the purchase situation in question. As long as purchase has not taken place a Purchasee shall have the right to withdraw his claim.

On the expiration of the period for making claims for purchase, the company shall notify the Purchasor of the claims made. The Purchasor shall, within 14 days of receipt of the notice of the purchase claims, in the manner prescribed by the company pay the purchase price against receipt of shares and securities carrying the right to shares or, where the shares to be purchased are entered in the book-entry accounts of the shareholders in question, against a receipt issued by the company. In such case the company shall be responsible for seeing that the Purchasor is without delay registered as the owner of the shares purchased through an entry in his/her book-entry account.

 
8 (8)

	A purchase price which is not paid within the specified period shall accrue default interest of 20 per cent per annum as of the date on which the purchase should have been made. If the Purchasor has, in addition, failed to observe the above provisions concerning the purchase obligation, default interest shall be calculated as of the date on which the notification should have been made.
Other provisions	The purchase obligation under this Article shall not apply to a shareholder who can prove that the threshold for the purchase obligation was reached or exceeded prior to the registration of this amendment to the Articles of Association in the Finnish Trade Register.
	A resolution by a General Meeting to amend or delete the provisions of this Article shall be carried by shareholders representing not less than three-quarters of the votes cast and shares represented at the Meeting.
	Disputes concerning the purchase obligation referred to above, the related right to claim for purchase and the purchase price shall be settled in arbitration proceedings in the domicile of the company, in accordance with the provisions in the Act on Arbitration Proceedings (967/92). The arbitration proceedings shall apply Finnish law.

EX-4.3

Exhibit 4.3

1 (5)

NOKIA STOCK OPTION PLAN 2007

I TERMS AND CONDITIONS OF STOCK OPTIONS

1. Stock Options to be granted

1.1. Nokia Corporation (the “Company”) will grant the maximum of 20 000 000 stock options entitling to the subscription for the maximum of 20 000 000 of Nokia shares.

1.2. The stock options will be offered to the personnel of Nokia Group (the “Participants”), as resolved by the Board of Directors of Nokia. It is proposed that shareholders’ pre-emptive rights to share subscription be deviated from since the stock options are intended to form a part of the equity based incentive program of Nokia Group.

1.3. The stock options will be granted free of charge.

1.4. The stock options may be granted no later than December 31, 2010 or any earlier date as determined by the Board of Directors.

1.5. The Company will notify each Participant of the grant of stock options.

2. Stock Option Sub-categories

The stock options will be divided into sub-categories so that those stock options that have equal exercise price and expiry date of the exercise period form one sub-category. The sub-categories will be denominated with a title that indicates the time of the pricing and the time of grant, for example: “2007 2Q” or “2008 1Q”

The Board of Directors will determine how the granted stock options will be divided into the sub-categories.

3. Non-Transferability

The stock options are non-transferable to a third party by the Participant and may be exercised for shares only.

4. Other Restrictions pertaining to the Stock Options

4.1. Should a Participant cease to be employed by a company belonging to Nokia Group for any reason other than retirement or permanent disability, as defined by the Company, or death, the Company is entitled to redeem without consideration all the stock options held by such Participant, which remain unexercised as of the termination of employment. The Board of Directors can give further guidelines how the company utilizes this right.

4.2. Should a Participant cease to be employed by a company belonging to Nokia Group due to death of the Participant, the Company is entitled to redeem without consideration all the stock

2 (5)

options held by the deceased Participant, which remain unexercised one year after the date of death.

4.3. 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 exercise period of the stock options and/or redeem the stock options without consideration from the Participant.

II TERMS AND CONDITIONS OF STOCK OPTION EXERCISE

1. Right to Exercise Stock Options

1.1. Each stock option entitles the Participant to subscribe for one new share issued by the Company.

The Board of Directors has, however, the right to determine that existing shares held by the Company are used for share subscriptions after the record date for dividends each year.

1.2. Stock options may be exercised only after the exercise period of each stock option has commenced.

2. Exercise Period and Exercise Price

2.1. The exercise period shall begin no earlier than July 1, 2008 and end no later than December 31, 2015.

The exercise period for each sub-category of stock options shall be determined on a quarterly basis. Within each sub-category the exercise period commences in 13 lots, staggered. For the first lot of stock options within each sub-category, the exercise period will commence after one year has passed from the end of that calendar quarter, during which the sub-category was denominated. For the remaining lots the exercise period will commence on a quarterly basis thereafter. The first lot comprises of 25 % of the stock options under the sub-category in question and the remaining 12 lots of 6.25 % each. The exercise period for all lots under a sub-category will end simultaneously as five years have passed from the end of that calendar year, during which the sub-category was denominated.

However, in case of death of the Participant, the Board of Directors may resolve to deviate from the above principles regarding the commencement of the exercise period, in the manner determined by the Board.

2.2. The exercise price for each sub-category of stock options will be determined on a quarterly basis. The exercise price for each sub-category of stock options will be equal to the trade volume weighted average price of the Nokia share on the Helsinki Stock Exchange 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 on which the sub-category was denominated.

2.3. The table below illustrates as an example the dates relating to the sub-category “2007 2Q”. The exercise periods and the exercise prices for the other sub-categories shall be determined correspondingly.

3 (5)

Sub-category: 2007 2Q
Lot	% of the Lot out of the whole Sub-category	Determination of Exercise Price	Commencement of Exercise Period	End of Exercise Period (Expiry Date)
1	25%	May 7 – 11, 2007	Jul. 1, 2008	Dec. 31, 2012
2	6.25%	May 7 – 11, 2007	Oct. 1, 2008	Dec. 31, 2012
3	6.25%	May 7 – 11, 2007	Jan. 1, 2009	Dec. 31, 2012
4	6.25%	May 7 – 11, 2007	Apr. 1, 2009	Dec. 31, 2012
5	6.25%	May 7 – 11, 2007	Jul. 1, 2009	Dec. 31, 2012
6	6.25%	May 7 – 11, 2007	Oct. 1, 2009	Dec. 31, 2012
7	6.25%	May 7 – 11, 2007	Jan. 1, 2010	Dec. 31, 2012
8	6.25%	May 7 – 11, 2007	Apr. 1, 2010	Dec. 31, 2012
9	6.25%	May 7 – 11, 2007	Jul. 1, 2010	Dec. 31, 2012
10	6.25%	May 7 – 11, 2007	Oct. 1, 2010	Dec. 31, 2012
11	6.25%	May 7 – 11, 2007	Jan. 1, 2011	Dec. 31, 2012
12	6.25%	May 7 – 11, 2007	Apr. 1, 2011	Dec. 31, 2012
13	6.25%	May 7 – 11, 2007	Jul. 1, 2011	Dec. 31, 2012

2.4. The exercises shall be made at the subscription agent determined by the Company. Payment of the shares shall be made to the Company prior to the release of the shares pursuant to the instructions given by the Company. The Company shall determine all procedural matters applicable to the exercise and the payment of the shares.

2.5. Should the Annual General Meeting in accordance with the proposal of the Board of Directors decide to distribute a special dividend constituting a deviation from the customary dividend policy of the Company, the amount of this special dividend will be deducted from the previously determined exercise price. The Board of Directors will specify in its proposal for the dividend whether the dividend, or a part of it, shall be considered a special dividend.

3. Shareholder Rights

Shares will be eligible for dividend regarding the financial year in which the exercise takes place. Other shareholder rights will commence on the date on which the exercise is entered in the Trade Register.

If existing shares held by the Company are used for share subscriptions those shares shall have all shareholder rights and dividend rights from the exercise date.

4. Issue of Shares, Stock Options and other Special Rights before Exercise

Should the Company, prior to the exercise of stock options, issue new shares, stock options or other special rights to all shareholders, the Participants shall 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 received at exercise of each sub-category of stock options, the exercise prices or both, will be amended.

5. Rights of Participants in certain Cases

4 (5)

5.1 The Company’s decision to cancel existing shares held by the Company prior to stock option exercise will not affect the right to exercise stock options.

5.2. Should the Company, prior to the commencement of the exercise period, be placed into liquidation, the Participants will be given the right to exercise such stock options for which the exercise period has commenced, within a period prior to the commencement of the liquidation as resolved by the Board of Directors.

5.3. Should the Company resolve to merge with another existing company or merge with a company to be formed or, should the Company resolve to be demerged, the Participants will be given the right to exercise all their stock options for share subscription or to convert their stock options into stock options issued by the other company, on such terms and within such a time period prior to the merger or demerger, as resolved by the Board of Directors. Following the closing of the merger or division, any rights to exercise stock options for share subscription or to convert the stock options will lapse. The same 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 or, if the Company after registering itself into a European Company registers a transfer of its domicile into another member state. This provision constitutes an agreement relating to the right and the conditions of redemption referred to in Chapter 16, Section 13 and Chapter 17, section 13 of the Companies Act.

5.4. Should the Company, before the end of the exercise period, make a resolution to acquire its own shares through an offer to all the shareholders, the Company shall be obliged to make an equal offer to the Participants in respect of stock options, for which the exercise period 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.

5.5. 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, then the Participants may, notwithstanding the transfer restriction resolved under section I.3 above, transfer all of their stock options.

Should a shareholder under the Companies Act have the right to redeem the shares from the other shareholders of the Company, the Participants shall have a corresponding obligation to that of the shareholders to transfer all of their stock options for redemption.

The Board of Directors may, however, in any of the situations resolved in this section, also give the Participants an opportunity to exercise all of their stock options 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 resolved by the Board of Directors. At the close of this period set by the Board of Directors, all rights to the exercise of stock options or to a conversion of stock options shall lapse.

5.6. 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.

5 (5)

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. The receipt of stock options does not constitute a term or condition of the Participant’s employment contract and the stock options do not form a part of the Participant’s salary or benefit of any kind. During their employment or thereafter, the Participants will not be entitled to compensation on any grounds from any Nokia Group company in respect of the stock options.

3. The Company will have the right to take any measures it deems necessary to administer the stock option plan and to meet any payment or other obligations in respect of the stock options.

4. If a Participant breaches these terms and conditions or any related instructions given by the Company, the Company has the right to redeem without consideration all stock options from such Participant.

5. In the event of conflict, the Finnish language version of these terms and conditions shall prevail.

6. The Board of Directors is authorized to make other than material amendments to these terms and conditions. The Board of Directors shall resolve on all other matters relating to the stock options as well as their exercise and it may also give binding instructions to the Participants. The Company has the sole power to interpret these terms and conditions.

7. 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.

8. 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.

EX-5.1

EXHIBIT 5.1

May 7, 2007

Nokia Corporation

P.O. Box 226

FIN-00045 NOKIA GROUP

FINLAND

Ladies and Gentlemen,

I am the Assistant 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 stock options with respect to the shares of the Company (“Stock Options”), 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 employees of the Company and its subsidiaries and affiliates. Holders of Stock Options will be entitled to subscribe for Shares of the Company (each a “Share”). American Depository Shares (the “ADSs”), each representing one Share, are listed on the New York Stock Exchange.

In connection with the opinions expressed below, I have examined:

(i) the terms and conditions of the Employee Offering; i.e., the Nokia Stock Option Plan 2007, as approved by the Annual General Meeting of the Company held on May 3, 2007.

(ii) the form of documentation to be furnished to employees eligible to participate in the Employee Offering, including a copy of the prospectuses 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.

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/ Kaarina Ståhlberg

Kaarina Ståhlberg

Vice President, Assistant General Counsel

EX-23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 12, 2007 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Nokia Corporation’s Annual Report on Form 20-F for the year ended December 31, 2006.

/s/ PricewaterhouseCoopers Oy

PricewaterhouseCoopers Oy

Authorized Public Accountants

Espoo, Finland

May 7, 2007