0000947871-14-000120.txt : 20140227 0000947871-14-000120.hdr.sgml : 20140227 20140227170551 ACCESSION NUMBER: 0000947871-14-000120 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20140227 DATE AS OF CHANGE: 20140227 EFFECTIVENESS DATE: 20140227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOKIA CORP CENTRAL INDEX KEY: 0000924613 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-194197 FILM NUMBER: 14650018 BUSINESS ADDRESS: STREET 1: KEILALAHDENTIE 4 STREET 2: P O BOX 226 CITY: ESPOO FINLAND STATE: H9 ZIP: 00000 BUSINESS PHONE: 0358018071 MAIL ADDRESS: STREET 1: KEILALAHDENTIE 4 STREET 2: P O BOX 226 CITY: ESPOO STATE: H9 ZIP: 02150 S-8 1 ss204589_s8.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on ________, 2014

Registration No. 333-________

UNITED STATES

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 PERFORMANCE SHARE PLAN 2014

NOKIA RESTRICTED SHARE PLAN 2014

NOKIA EMPLOYEE SHARE PURCHASE PLAN

(Full title of the plans)

Louise Pentland

Nokia Holding, Inc.

6021 Connection Drive

Irving, Texas 75039

+1 (972) 600-1289

(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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o Smaller reporting company o

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)	15,450,000 (2)	$7.64 (3)	$118,038,000	$15,203.29 (4)

(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. 333-105373 and 333-182900) 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 U.S. 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 plans.

(2)

Represents an aggregate of 15,450,000 Shares, of which 14,000,000 Shares are available for future issuance under the Nokia Performance Share Plan 2014, 700,000 Shares are available for future issuance under the Nokia Restricted Share Plan 2014 and 750,000 Shares are available for issuance under the Employee Share Purchase Plan (2014).

(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, based on the average of the high and low prices ($7.73 and $7.55, respectively) of Nokia Corporation ADSs on the New York Stock Exchange on February 26, 2014.

(4)

Pursuant to Rule 457(p) under the Securities Act, the registration fee of $15,203.29 with respect to the 15,450,000 Shares to be registered hereunder is offset by fees totaling $10,241.84 paid by the Registrant in connection with the registration of 13,600,000 Shares for issuance pursuant to the Nokia Performance Share Plan 2010, the Nokia Restricted Share Plan 2010, the Nokia Performance Share Plan 2011 and the Nokia Performance Share Plan 2012 on Form S-8s (File Nos. 333-165433, 333-173064, 333-179982 and 333-187096) filed with the Commission on March 12, 2010, March 25, 2011, March 8, 2012 and March 7, 2013. Post-effective amendments to the foregoing Registration Statements to deregister such 13,600,000 unissued Shares are being filed contemporaneously with the filing of this Registration Statement.

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 I

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, 2012 (File No. 001-13202), filed on March 7, 2013; and

(b) the Registrant’s Form 6-K, dated July 1, 2013, furnished to the Commission on July 1, 2013 (File No. 001-13202) and titled “Nokia to fully acquire Siemens’ stake in Nokia Siemens Networks” and the Registrant’s Form 6-K, dated September 3, 2013, furnished to the Commission on September 3, 2013 (File No. 001-13202) and titled “Nokia to sell Devices & Services Business to Microsoft in EUR 5.44 billion all-cash transaction”; and

(c) 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 “Annual General Meeting shall … take resolutions on … discharging the members of the Board of Directors and the President from liability.”

The Registrant maintains liability insurance 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.

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.

(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.

Part II

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 Espoo, Republic of Finland on February 27, 2014.

NOKIA CORPORATION


By:	/s/ Riikka Tieaho	By:	/s/ Jani Salovaara
Name:	Riikka Tieaho	Name:	Jani Salovaara
Title:	Vice President, Corporate Legal	Title:	Senior Legal Counsel

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ms. Riikka Tieaho and/or Mr. Jani Salovaara 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 January 23, 2014.

Members of the Board of Directors:



/s/	Bruce Brown	Director
Name:	Bruce Brown



/s/	Elizabeth Doherty	Director
Name:	Elizabeth Doherty



/s/	Henning Kagermann	Director
Name:	Henning Kagermann



/s/	Jouko Karvinen	Vice Chairman, Director
Name:	Jouko Karvinen



/s/	Helge Lund	Director
Name:	Helge Lund



/s/	Mårten Mickos	Director
Name:	Mårten Mickos


/s/	Elizabeth Nelson	Director
Name:	Elizabeth Nelson



/s/	Risto Siilasmaa	Chairman of the Board of Directors
Name:	Risto Siilasmaa



/s/	Kari Stadigh	Director
Name:	Kari Stadigh


Chairman of the Board and Interim CEO:



/s/	Risto Siilasmaa
Name:	Risto Siilasmaa



Chief Financial Officer and Interim President (whose functions include those of Chief Accounting Officer):



/s/	Timo Ihamuotila
Name:	Timo Ihamuotila


Authorized Representative in the United States:



/s/	Louise Pentland
Name:	Louise Pentland

EXHIBIT INDEX

Exhibit No.	Description of Document

4.1	Articles of Association of the Registrant (English translation) (incorporated by reference to the Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2010 (File No. 001-13202), filed with the Commission as Exhibit 1 to such report on March 11, 2011).

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 (File No. 333-182900), filed with the Commission on May 19, 2003).

4.3	Letter Agreement, dated as of September 27, 2007, by and between the Company and the Depositary (previously filed and incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (File No. 333-105373) filed with the Commission on February 6, 2008).

4.4	Amendment No. 1 to Amended and Restated Deposit Agreement, dated February 6, 2008, by and among Nokia Corporation, Citibank, N.A., as Depositary, and the Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued under the Amended and Restated Deposit Agreement, dated as of March 28, 2000 (incorporated by reference to Registrant’s Form F-6 Registration Statement (File No. 333-105373), filed with the Commission on July 27, 2012).

*4.5	Terms and Conditions of the Nokia Performance Share Plan 2014.

*4.6	Terms and Conditions of the Nokia Performance Share Plan 2014.

*4.7	Terms and Conditions of the Nokia Employee Share Purchase Plan.

*5.1	Opinion of Riikka Tieaho, Vice President, Corporate Legal of the Registrant, as to the validity of the shares to be issued pursuant to the Nokia Performance Share Plan 2014, the Nokia Restricted Share Plan 2014 and the Nokia Employee Share Purchase Plan.

*23.1	Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent Registered Public Accounting Firm.

*23.2	Consent of Riikka Tieaho, Vice President, Corporate Legal of the Registrant (included in Exhibit 5.1).

*24	Power of Attorney (included on signature page).


* Filed herewith.

EX-4.5 2 ss204589_ex0405.htm TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2014

EXHIBIT 4.5

1 (13)

TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2014

1.	Purpose and Scope of the Plan

The purpose of the Nokia Performance Share Plan 2014 is to retain Nokia Group employees, to promote employees’ engagement and to reward them for Nokia Group’s long-term performance. This is accomplished by focusing the Participants on Nokia Group’s long-term financial performance and share price appreciation and thus aligning the interests of the Participants with those of the shareholders. To accomplish these objectives the Company may grant eligible Nokia Group employees Performance Shares under this Plan.

The Plan is tied directly to the performance of Nokia Group. For the purposes of this plan, performance is measured through the Performance Criteria. The financial benefits of the Plan materialize after the Restriction Period only if the pre-determined performance levels measured by Performance Criteria, are achieved by the end of the Performance Period, subject to the Minimum Amount.

Under the Plan a maximum of 14.85 million Performance Shares may be granted, which may result in the settlement of 29.7 million Shares at the maximum performance level. The Board determines the general guidelines under the Plan and approves the grants of Performance Shares to eligible employees within its authority. Grants of Performance Shares under these terms and conditions may be made between February 14, 2014 and December 31, 2014, inclusive.

2.	Definitions

Board: The Board of Directors of the Company.

Company: Nokia Corporation

Grant Amount: The number of Performance Shares granted to a Participant.

2 (13)

HERE Average Annual Non-IFRS Net Sales: The average of the annual non-IFRS net sales of HERE during the Performance Period.

HERE Non-IFRS Operating Profit: The non-IFRS profit earned from HERE during the Performance Period.

Maximum Number: The number of Performance Shares to be settled if the maximum performance is achieved with respect to the Performance Criteria as defined under section 4.2. The Maximum Number equals two times the Grant Amount. Maximum Number is tied to the Performance Criteria as defined in section 4.2.

Minimum Amount: a minimum pay-out which is 25% of the Grant Amount, payable only in the event that the calculated pay-out (based on Nokia’s performance against the Performance Criteria) is beneath 25% achievement against Performance Criteria.

NSN: Nokia Solutions and Networks B.V.

Nokia: Nokia Corporation.

Nokia Average Annual Net Sales: Average Annual Net Sales is an average of the annual net sales in the consolidated profit and loss accounts for Nokia (non-IFRS) during the Performance Period.

Nokia Average Annual EPS: Average Annual EPS (diluted, non-IFRS) is an average of the annual earnings per share in the consolidated profit and loss accounts for Nokia Group (non-IFRS) during the Performance Period.

Nokia Group: The Company together with the companies over which the Company effectively exercises control and which are included in the consolidated financial statements of the Company.

Participant: Employee of Nokia Group who has received a grant of Performance Shares under the Plan.

Performance Criteria/Criterion: For the purposes of the Plan, performance is measured by each pre-determined criterion as set in section 4.2, together referred to as the Performance Criteria.

3 (13)

Performance Share/Shares: Each Performance Share represents a right to receive a certain number of Shares or their cash equivalent upon settlement, subject to the fulfillment of the conditions under section 4, and provided that no other restriction related to these terms and conditions is applicable.

Performance Period: The two fiscal years starting on January 1, 2014 and ending on December 31, 2015.

Plan: Performance Share Plan 2014 of Nokia Group.

Restriction Period: Period after which the Shares shall be settled to the Participant. The Restriction Period shall be no less than one year from the end of the Performance Period.

Settlement Date: A banking day in Helsinki, Finland falling as soon as practicable after the end of the Restriction Period, as determined by the Company.

Share/Shares: The Company’s ordinary shares. The terms and conditions applicable to Shares shall apply to their cash equivalent used for settlement, as applicable.

Terms & Conditions: The terms and conditions of this Plan.

Threshold Number: The number of Performance Shares to be settled, if the threshold performance is achieved with respect to one Performance Criterion as defined under section 4.2, subject to the Minimum Amount.

3.	Grant of Performance Shares

At grant, each Participant will receive a Grant Amount of Performance Shares. The Company will notify each Participant of the grant.

As a precondition for a valid grant, the Participant must be employed by Nokia Group at the time of the grant.

4 (13)

The Participant may be required to give the Company such authorizations and consents, as the Company deems necessary in order to administer the Plan.

4.	Financial Performance Criteria

4.1	General Principles

Measurement of the performance during the Performance Period will be based on the Performance Criteria as of December 31, 2014 and 2015 compared to the pre-established performance level defined herein under section 4.2.

4.2.	Threshold Performance and Maximum Performance

Threshold performance levels and maximum performance levels are defined for each Performance Criterion in the tables below.

The number of Performance Shares to be settled is determined independently with respect to each applicable Performance Criterion, with the total final pay-out being subject to the Minimum Amount.

If no threshold performance is achieved in respect of a Performance Criterion, the Minimum Amount will be settled after the Restriction Period.

If the threshold performance level is achieved in respect of a Performance Criterion, the Threshold Number of Performance Shares will be settled after the Restriction Period, subject to the Minimum Amount.

To the extent the threshold performance level is exceeded in respect of a Performance Criterion, the number of Performance Shares to be settled after the Restriction Period will increase from the Threshold Number up to the Maximum Number following a predetermined linear scale based on actual financial performance achieved, subject to the Minimum Amount.

5 (13)

The total number of Performance Shares to be settled may not exceed two times the Grant Amount.

The following table summarizes each Performance Criterion for the Nokia Group employees (excluding HERE employees):

Performance Criterion	Weighting	Threshold performance	Maximum Performance	Potential range of Settlement*
Nokia Average Annual Net Sales during Jan.1 2014-Dec. 31. 2015	50%	EUR 11.135 billion	EUR 15.065 billion	Threshold Number up to maximum level (4 x Threshold Number)
Nokia Average Annual EPS during Jan.1 2014-Dec. 31. 2015	50%	EUR 0.11	EUR 0.38	Threshold Number up to maximum level (4 x Threshold Number)

The following table summarizes each Performance Criterion for the HERE employees:

Performance Criterion	Weighting	Threshold performance	Maximum Performance	Potential range of Settlement*
Nokia Average Annual EPS during Jan.1 2014-Dec. 31. 2015	25%	EUR 0.11	EUR 0.38	Threshold Number up to maximum level (4 x Threshold Number)
HERE Non-IFRS Operating Profit during Jan.1 2014-Dec. 31. 2015	25%	EUR 0 million	EUR 130 million	Threshold Number up to maximum level (4 x Threshold Number)
HERE Average Annual Non-IFRS Net Sales during Jan.1 2014-Dec. 31. 2015	50%	EUR 950 million	EUR 1.150 billion	Threshold Number up to maximum level (4 x Threshold Number)

* The minimum pay-out of 25% of the Grant Amount, will be payable only in the event that the calculated pay-out (based on Nokia’s performance against the Performance Criteria) is beneath 25% achievement against the Performance Criteria.

6 (13)

5.	Measurement and Calculation of Pay-out

The measurement of the Performance Criteria shall be made after the end of the Performance Period and approved by the Personnel Committee of the Company’s Board of Directors. Based on this measurement, the number of Performance Shares to be settled as Shares or the equivalent amount of cash shall be calculated.

The Performance Criteria and final pay-out calculation applicable to each Participant will be based on the business unit in which the Participant is employed as at the end of the Performance Period.

The Company shall carry out the measurement and calculation in its sole discretion.

The calculation of the number of Performance Shares to be settled shall not result in fractional Shares. The number of Shares shall be rounded to the nearest whole Share.

6.	Restriction Period

The Shares shall be settled to the Participant after the end of the Restriction Period. The end of the Restriction Period shall be specified to the Participant in the grant communication.

During the Restriction Period, the Participant does not have any legal ownership or any other rights relating to the Shares. The Participant 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 and, in case of new Shares issued by the Company, until the Shares have been entered to the Trade Register.

7 (13)

7.	Settlement

On the Settlement Date, the Company will complete the settlement by transferring the applicable number of Shares or their cash equivalent to the Participant’s book-entry, brokerage or other bank account, as applicable, provided that the Participant has complied with these terms and conditions and performed all necessary actions to enable the Company to instruct the settlement. If the Participant has not performed all necessary actions to enable the Company to instruct the settlement, the Company may, in its sole discretion, sell the Shares on behalf of the Participant and remit the proceeds to the Participant.

The Company may, in its sole discretion, use for the settlement of Performance Shares one or more of the following: newly issued Shares, the Company’s own existing Shares (treasury Shares), Shares purchased from the open market, or, in lieu of Shares, cash.

The Participants shall not be entitled to any dividend or have any voting rights or any other shareholder rights until and unless the Shares have been transferred to the Participant and, in case of new Shares issued by the Company, until the Shares have been entered to the Trade Register.

8. Changes in Employment

If the employment of the Participant with Nokia Group terminates prior to the end of the Restriction Period by the reason of retirement, permanent disability (as defined by the Company in its sole discretion) or death, the Participant retains the right to settlement. In case of death of the Participant prior to the end of the Performance Period, the Company has the right to settle the Performance Shares at the Grant Amount prior to the end of the Performance Period. In case of death of the Participant during the Restriction Period, the Company has the right to settle the Performance Shares prior to the end of the Restriction Period based on the calculation of the number of Performance Shares to be settled made in accordance with section 5 of these Terms & Conditions. If made, such special settlement will constitute full and final settlement of that Performance Share grant.

8 (13)

If the employment of the Participant with Nokia Group terminates prior to the end of the Restriction Period for any other reason than those mentioned above, the Company is entitled to redeem the Performance Shares from the Participant without consideration, in which case the Participant shall not be entitled to any settlement under the Plan.

In cases of voluntary and/or statutory leave of absence of the Participant, the Company has the right to prorate the settlement.

9.	Terms of Employment

The grant or settlement of Performance Shares does not constitute a term or a condition of the Participant’s employment contract with Nokia Group under applicable local laws. The Performance Shares, Shares or their cash equivalent under the Plan do not form a part of the Participant’s salary or benefit of any kind.

10.	Taxes and other Obligations

The Participant is personally responsible for all taxes and social security charges associated with the Performance Share grants and Shares delivered upon settlement. 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 and/or Restriction Period. Participants are advised to consult their own financial and tax advisers (at their own expense) before accepting the grant in order to verify their tax position.

The Participant is also personally responsible for any potential charges debited by financial institutions in connection with the settlement of the Performance Shares or any subsequent transactions related to the Shares.

9 (13)

Pursuant to applicable laws, the Nokia Group is or may be required or may deem it appropriate to withhold taxes, social security charges or fulfill employment related and other obligations upon grant or settlement of Performance Shares, or when the Shares are disposed of by a Participant. The Nokia Group shall have the right to determine how such collection, withholding or other measures will be arranged or carried out, including but not limited to a settlement of a net amount remaining after the completion of such measures or a potential sale of the Shares on behalf of a Participant for the completion of such measures.

11.	Breach of these Terms and Conditions

The Participant shall comply with these terms and conditions, as well as any instructions given by the Company regarding the Plan from time to time. If the Participant breaches these terms and conditions and/or any instructions given by the Company, the Company may in its discretion, at any time prior to settlement, rescind the grant of Performance Shares.

12.	Validity of these Terms and Conditions

These terms and conditions shall become valid and effective upon the approval by the Board. The Board may, in its absolute discretion, at any time amend, modify or terminate these terms and conditions.

Such action by the Board may also, as in each case is determined by the Board affect the Performance Shares that are then outstanding, but not settled.

13.	Administration

The Plan shall be administered by the Company in accordance with the general guidelines approved by the Board. The Company has the authority to interpret these terms and conditions, approve such other rules and procedures and take such other measures, as it deems necessary or appropriate for the administration of the Plan. Such action may also affect the Performance Share grants that are then outstanding, but not settled.

The Company has the right to determine the practical manner of administration and settlement of the Performance Shares, including but not limited to the acquisition, issuance, sale, and transfer of the Shares or their cash equivalent to the Participant. Furthermore, the Company has the right to require from the Participant the submission of such information or contribution that is necessary for the administration and settlement of the Performance Share grants.

10 (13)

14.	Rights of Participants in certain Cases

14.1 Should the Annual General Meeting in accordance with the proposal of the Board decide, prior to the settlement of the Performance Shares, to distribute a special dividend constituting a deviation from the customary dividend policy of the Company, the Board will decide if and how the Participants will be compensated for the special dividend. Such distribution of special dividend can include, but is not limited to, a distribution of assets from reserves of unrestricted equity or distribution of share capital to the shareholders. The Board will specify in its proposal for the dividend whether the dividend, or a part of it, shall be considered a special dividend.

14.2 Should the Company, prior to the settlement of the Performance Shares, issue new shares, stock options or other special rights to all shareholders, the Board will in its sole discretion decide what the rights of the Participants will be in such cases.

14.3 The Company’s decision to cancel existing shares held by the Company prior to the settlement of the Performance Shares will not affect the settlement of Performance Shares nor the number of Performance Shares to be settled.

14.4. Should the Company, during the Performance Period, be placed into liquidation, the Company has the right to settle the Performance Shares at the Grant Amount within such time period as resolved by the Board. Notwithstanding any other provisions in these terms and conditions, should the Company, prior to the settlement of the Performance Shares, be deregistered from the Trade Register, the Participants shall not have any right to settlement.

11 (13)

14.5. Should the Company, during the Performance Period, resolve to merge with another existing company or merge with a company to be formed, or should the Company resolve to be demerged, the Company has the right to settle the Performance Shares at the Grant Amount prior to the merger or demerger or to convert the Performance Shares into similar equity rights issued by the other company on such terms and within such a time period, as resolved by the Board. Notwithstanding any other provisions in these terms and conditions, following the closing of the merger or demerger, the Participants shall have no right to settlement under this Plan. 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.

14.6. Should the Company, during the Performance Period, make a resolution to acquire its own shares through a tender offer to all the shareholders, the Company shall make an equal offer to the Participants in respect of Performance Shares to settle the Performance Shares at the Grant Amount. If the Company acquires or redeems its own shares in any other manner, or if the Company acquires stock options or other special rights entitling to shares, no measures will need to be taken in relation to this Plan.

14.7. Should during the Performance Period 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 Finnish 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 Finnish Companies Act the right and obligation to redeem the shares from the Company’s other shareholders, then the Company has the right to settle the Performance Shares at the Grant Amount prior to the tender offer or the offer to redeem the shares, as resolved by the Board.

12 (13)

Should a shareholder under the Finnish Companies Act have the right to redeem the shares from the Company’s other shareholders, the Company has the right, during the Performance Period, to settle the Performance Shares at the Grant Amount prior to the redemption, as resolved by the Board, after which the Participants’ obligation to transfer all of their shares will be subject to the Finnish Companies Act.

The Board may, however, in any of the situations resolved in this section 14.7, also give the Participants an opportunity to convert their Performance Shares into equity-based incentives 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.

14.8. Should the Company during the Performance Period be delisted from NASDAQ OMX Helsinki or its successors, the Company has the right to settle the Performance Shares at the Grant Amount prior to the delisting and make other amendments to these terms and conditions as resolved by the Board.

14.9. Sections 14.4, 14.5, 14.6, 14.7 and 14.8 shall also apply should the situations set out in those sections take place during the Restriction Period, with the exception that instead of Grant Amount, the Company has the right to settle the Performance Shares based on the calculation of the number of Performance Shares to be settled made in accordance with section 5 of these Terms & Conditions.

15.	The Recoupment of Equity Gains in the Event of Certain Restatements

Under the Nokia Policy on the recoupment of equity gains (“Nokia Policy”), as amended from time to time, in the event of certain restatements, if any of Nokia Group’s financial statements are required to be restated as a result of fraud or intentional misconduct, the Board may, in its discretion and at any time, resolve to recover or require reimbursement of all or a portion of any gains realized in accordance with the terms and conditions set forth in the Nokia Policy.

13 (13)

16.	Governing Law and Settlement of Disputes

These terms and conditions are governed by Finnish laws. Disputes arising out of these terms and conditions shall be settled by arbitration in Helsinki, Finland, in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce.

17.	Processing of personal data

Nokia Group 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 Performance Shares. The personal data may be administered and processed by Nokia Group or its authorized agent in the future. The Participant is entitled to request access to data referring to the Participant’s person, held by Nokia Group 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 Legal and Intellectual Property, in Espoo, Finland.

EX-4.6 3 ss204589_ex0406.htm TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2014

Exhibit 4.6

1 (9)

TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2014

1.	Purpose and Scope of the Plan

The purpose of the Nokia Restricted Share Plan 2014 is to recruit, retain, reward and motivate selected high potential employees with functional mastery and other employees deemed critical to Nokia’s future success. This Plan is also intended to promote share ownership of these key employees. To accomplish these objectives the Company may grant eligible Nokia employees Restricted Shares under this Plan.

The Plan may result in a grant of a maximum of 2 million Restricted Shares. The Board determines the general guidelines under the Plan and approves the grants to eligible employees within its authority. Grants of Restricted Shares under these terms and conditions may be made between February 14, 2014 and December 31, 2014, inclusive.

2.	Definitions

Board: Board of Directors of the Company.

Company: Nokia Corporation

Grant Amount: The number of Restricted Shares granted to a Participant.

Nokia: The Company together with its subsidiaries.

Participant: Employee of Nokia who has received a grant of Restricted Shares under the Plan.

Plan: Restricted Share Plan 2014 of the Company.

Restricted Share/Shares: Each Restricted Share represents a right to receive one Share or its cash equivalent upon settlement subject to the fulfillment of these terms and conditions and provided that no other restriction related to these terms and conditions is applicable.

2 (9)

Restriction Period: Period after which the Shares shall be settled to the Participant. The Restriction Period shall be no less than 3 years from the date when the Restricted Shares were granted to the Participant.

Settlement Date: A banking day in Helsinki, Finland falling as soon as practicable after the end of the Restriction Period, as determined by the Company.

Share/Shares: The Company’s ordinary shares. The terms and conditions applicable to Shares shall apply to their cash equivalent used for settlement, as applicable.

3.	Grant of Restricted Shares

At grant, each Participant is offered a Grant Amount of Restricted Shares. The Company will notify each Participant of the grant.

As a precondition for a valid grant, the Participant must be employed by Nokia at the time of the grant. The Participant may be required to give the Company such authorizations and consents, as the Company deems necessary in order to administer the Plan.

4.	Restriction Period

The Shares shall be settled to the Participant after the end of the Restriction Period. The end of the Restriction Period shall be specified to the Participant in the grant communication.

3 (9)

5.	Settlement

The Company may, in its sole discretion, use for the settlement of Restricted Shares one or more of the following: newly issued Shares, the Company’s own existing Shares (treasury Shares), Shares purchased from the open market, or, in lieu of Shares, cash.

6.	Changes in Employment

If the employment of the Participant with Nokia terminates prior to the end of the Restriction Period by the reason of retirement, permanent disability (as defined by the Company in its sole discretion), or death, the Participant retains the right to settlement. In case of death of the Participant prior to the end of the Restriction Period, the Company has the right to settle the Restricted Shares at the Grant Amount prior to the end of the Restriction Period. If made, such special settlement will constitute full and final settlement of that Restricted Share grant.

If the employment of the Participant with Nokia terminates prior to the end of the Restriction Period by any other reason than those mentioned above, the Company is entitled to redeem the Restricted Shares from the Participant without consideration, in which case the Participant shall not be entitled to any settlement under the Plan.

4 (9)

In case of voluntary and/or statutory leave of absence of the Participant, the Company has the right to defer the end of the Restriction Period or prorate the settlement.

7.	Breach of the Terms and Conditions

The Participant shall comply with these terms and conditions, as well as any instructions given by the Company regarding the Plan from time to time. If the Participant breaches these terms and conditions and/or any instructions given by the Company, the Company may in its discretion at any time prior to settlement rescind the grant of Restricted Shares.

8.	Terms of Employment

The grant or settlement of Restricted Shares does not constitute a term or a condition of the Participant’s employment contract with Nokia under applicable local laws. The Restricted Shares, Shares or their cash equivalent under the Plan do not form a part of the Participant’s salary or benefit of any kind.

9.	Taxes and other Obligations

The Participants are personally responsible for all taxes and social security charges associated with the Restricted Share grants and Shares delivered upon settlement. 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 accepting the grant in order to verify their tax position.

The Participants are also personally responsible for any potential charges debited by financial institutions in connection with the settlement of the Restricted Shares or any subsequent transactions related to the Shares.

5 (9)

Pursuant to applicable laws, the Company is or may be required or may deem it appropriate to withhold taxes, social security charges or fulfill employment related or other obligations upon the grant or settlement of Restricted Shares, or when Shares are disposed of by the Participants. The Company shall have the right to determine how such collection, withholding or other measures will be arranged or carried out, including but not limited to a settlement of a net amount remaining after the completion of such measures or a potential sale of the Shares on behalf of the Participants for the completion of such measures.

10.	Validity of these Terms and Conditions

Such action by the Board may also, as in each case is determined by the Board affect the Restricted Share grants that are then outstanding, but not settled.

11.	Administration

The Plan shall be administered by the Company in accordance with the general guidelines approved by the Board. The Company has the authority to interpret these terms and conditions, approve such other rules and procedures and take such other measures, as it deems necessary or appropriate for the administration of the Plan. Such action may also affect the Restricted Share grants that are then outstanding, but not settled.

The Company has the right to determine the practical manner of administration and settlement of the Restricted Shares, including but not limited to the acquisition, issuance, sale, and transfer of the Shares or their cash equivalent to the Participant. Furthermore, the Company has the right to require from the Participant the submission of such information or contribution that is necessary for the administration and settlement of the Restricted Share grants.

6 (9)

12.	Rights of Participants in certain Cases

12.1 Should the Annual General Meeting of the Company in accordance with the proposal of the Board decide, prior to the settlement of the Restricted Shares, to distribute a special dividend constituting a deviation from the customary dividend policy of the Company, the Board will decide if and how the Participants will be compensated for the special dividend. Such distribution of special dividend can include, but is not limited to, a distribution of assets from reserves of unrestricted equity or distribution of share capital to the shareholders. The Board will specify in its proposal for the dividend whether the dividend, or a part of it, shall be considered a special dividend.

12.2 Should the Company, prior to the settlement of the Restricted Shares, issue new shares, stock options or other special rights to all shareholders, the Board will in its sole discretion decide what the rights of the Participants will be in such cases.

12.3 The Company’s decision to cancel existing shares held by the Company prior to the settlement of the Restricted Shares will not affect the settlement of Restricted Shares nor the number of Restricted Shares outstanding, but not settled.

12.4. Should the Company, during the Restriction Period, be placed into liquidation, the Company has the right to settle the Restricted Shares at the Grant Amount within such time period as resolved by the Board. Notwithstanding any other provisions in these terms and conditions, should the Company, prior to the settlement of the Restricted Shares, be deregistered from the Trade Register, the Participants shall not have any right to settlement.

12.5. Should the Company during the Restriction Period resolve to merge with another existing company or merge with a company to be established, or should the Company resolve to be demerged, the Company has the right to settle the Restricted Shares at the Grant Amount prior to the merger or demerger or to convert the Restricted Shares into similar equity rights issued by the other company on such terms and within such a time period as resolved by the Board.

7 (9)

Notwithstanding any other provisions in these terms and conditions, following the closing of the merger or demerger, the Participants shall have no right to settlement under this Plan. 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.

12.6. Should the Company, prior to the settlement of the Restricted Shares, make a resolution to acquire its own shares through a tender offer to all the shareholders, the Company shall make an equal offer to the Participants in respect of Restricted Shares outstanding, but not settled. If the Company acquires or redeems its own shares in any other manner, or if the Company acquires stock options or other special rights entitling to shares, no measures will need to be taken in relation to this Plan.

12.7. Should during the Restriction Period 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 Finnish 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 Finnish Companies Act the right and obligation to redeem the shares from the Company’s other shareholders, then the Company has the right to settle the Restricted Shares at the Grant Amount prior to the tender offer or the offer to redeem the shares, as resolved by the Board.

Should a shareholder under the Finnish Companies Act have the right to redeem the shares from the Company’s other shareholders, the Company has the right, during the Restriction Period, to settle the Restricted Shares at the Grant Amount prior to the redemption, as resolved by the Board, after which the Participants’ obligation to transfer all of their shares will be subject to the Finnish Companies Act.

8 (9)

The Board may, however, in any of the situations resolved in this section 12.7, also give the Participants an opportunity to convert their Restricted Shares into equity-based incentives 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.

12.8. Should the Company during the Restriction Period be delisted from NASDAQ OMX Helsinki or its successors, the Company has the right to settle the Restricted Shares at the Grant Amount prior to the delisting and make other amendments to these terms and conditions as resolved by the Board.

13.	The Recoupment of Equity Gains in the Event of Certain Restatements

Under the Nokia Policy on the recoupment of equity gains (“Nokia Policy”), as amended from time to time, in the event of certain restatements, if any of the Company’s financial statements are required to be restated as a result of fraud or intentional misconduct, the Board of Directors may, in its discretion and at any time, resolve to recover or require reimbursement of all or a portion of any gains realized in accordance with the terms and conditions set forth in the Nokia Policy.

14.	Governing Law

9 (9)

15.	Processing of Personal Data

The Company has the right to transfer globally within Nokia and/or to an agent of Nokia any of the personal data required for the administration of the Plan and the settlement of the Restricted Share grants. The personal data may be administered and processed by the Company or its authorized agent in the future. The Participant is entitled to request access to data referring to the Participant’s person, held by the Company 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 Legal and Intellectual Property, in Espoo, Finland.

EX-4.7 4 ss204589_ex0407.htm TERMS AND CONDITIONS OF THE NOKIA EMPLOYEE SHARE PURCHASE PLAN

EXHIBIT 4.7

Terms and conditions of the Nokia

Employee Share Purchase Plan

Approved by the Board of Directors on February 14, 2014

CONTENT

1	DEFINITIONS AND INTERPRETATION	1

2	INVITATION	3

3	ENROLING IN THE PLAN	4

4	LIMITS AND SCALING BACK	4

5	PURCHASED SHARES	5

6	MATCHING SHARE AWARDS	5

7	END OF THE HOLDING PERIOD	5

8	FREE SHARES	6

9	TAXATION AND REGULATORY ISSUES	6

10	CASH EQUIVALENT	6

11	WITHDRAWAL	7

12	CESSATION OF EMPLOYMENT	7

13	CORPORATE EVENTS	8

14	INTERNATIONAL TRANSFERS	9

15	ADJUSTMENTS	10

16	AMENDMENTS	10

17	LEGAL ENTITLEMENT	10

18	GENERAL	11

The Nokia Employee Share Purchase Plan

1	DEFINITIONS AND INTERPRETATION

1.1

In this Plan, unless otherwise stated, the words and expressions below have the following meanings:

“Board”

the Board of Directors of the Company, any duly authorised committee of the board or any delegate of the board;

“Company”

Nokia Corporation, a Company registered in Finland, with Business Identity Code 0112038-9;

“Contribution”

the payment made by or on behalf of a Participant in the Participant’s local currency each month (or at such other frequency determined by the Board) during a Savings Period to be used in the acquisition of Purchased Shares pursuant to the terms of the Plan;

“Contribution Limit”

the maximum aggregate amount of Contributions in Euros which may be made by all Participants during a Savings Period determined by the Board in accordance with rule 2.2.6;

“Dealing Day”

any day on which the NASDAQ OMX Helsinki exchange, or any other successor body carrying out the business of the NASDAQ OMX Helsinki exchange is open for business;

“Dealing Restrictions”

restrictions imposed by the Company’s Insider Policy, the Finnish Securities Markets Act, the rules of the NASDAQ OMX Helsinki exchange, the standards imposed by the Finnish Financial Supervisory Authority or any applicable laws or regulations applicable anywhere in the world which impose restrictions on share dealing;

“Eligible Employee”

an employee of the Company or any of its Participating Subsidiaries who is resident or deemed to be resident in a Participating Jurisdiction;

“Enrolment Period”

the period during which Eligible Employees may enter into an Investment Agreement to participate in the Plan pursuant to rule 3;

“Free Shares”

Shares acquired by a Participant in accordance with rule 8;

“Group Member”

the Company, or any Participating Subsidiary of the Company or any company which is the Company’s holding company or a Subsidiary of the Company’s holding company;

“Holding Period”

a period of one year or any other period as determined by the Board, starting on the Initial Acquisition Date;

“Initial Acquisition Date”

the first date, following the end of the Enrolment Period, on which Contributions are applied to acquire Purchased Shares;

“Internal Reorganisation”

where immediately after any event described in rule 13.1 or a tender offer, all or substantially all of the issued share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company immediately before such event;

“Investment Agreement”

the agreement pursuant to which a Participant enrols in the Plan and agrees to make Contributions pursuant to rule 3.1;

“Jurisdiction Limit”

the maximum aggregate amount of Contributions in the currency of the applicable jurisdiction that may be made by Eligible Employees resident or deemed to be resident in that jurisdiction and set by the Board to take account of laws or regulations applicable in that jurisdiction or for any other reason at the Board’s discretion;

“Matching Shares”

Shares to which a Matching Share Award relates;

“Matching Share Award”

a right granted to each Participant to acquire Shares in accordance with rule 6;

“Matching Share Ratio”

the ratio of Matching Shares to Purchased Shares applicable to Matching Share Awards, which will determine the number of Matching Shares to be issued or transferred to Participants following the end of the Holding Period;

“Original Euro Contribution Value”

the total amount in Euros of a Participant’s Contributions to be made over the Savings Period determined in accordance with rule 3.3;

“Participant”

an Eligible Employee who has entered in to an Investment Agreement to participate in the Plan pursuant to rule 3, or their estate following the Participant’s death;

“Participating Jurisdiction”

a jurisdiction selected by the Board in which participation in the Plan will be offered;

“Participating Subsidiary”

a Subsidiary selected by the Board for the purposes of the Plan;

“Plan”

the Nokia Employee Share Purchase Plan in its present form or as from time to time amended;

“Plan Cycle”

each occasion on which Eligible Employees are invited to participate in the Plan;

“Purchased Share”

a Share acquired by or on behalf of a Participant as described in rule 5;

“Savings Period”

a period, determined by the Board, over which Contributions are made by a Participant;

“Scale Back Threshold”

the threshold amount in Euros above which a Participant’s Contributions may be scaled back in accordance with rule 4.2 and determined by the Board in accordance with rule 2.2.4;

“Share”

a fully paid ordinary share in the capital of the Company;

“Subsidiary”

a company in relation to which the Company (or any company which itself exercises control of the Company) exercises control which is included in the Company’s consolidated financial statements;

“Tax Liability”

any tax or social security contributions liability in any jurisdiction in connection with the Plan for which the Participant is liable and for which any Group Member or former Group Member is obliged to account to any relevant authority;

“Vest”

the point at which a Participant becomes entitled to receive the Shares subject to their Matching Share Award; and

“Vesting” and “Vested” will be construed accordingly.

1.2

Unless the context otherwise requires, references in the Plan to:

1.2.1

the singular include the plural and vice versa; and

1.2.2

the masculine include the feminine and vice versa.

1.3

Headings and explanatory wording does not form part of the Plan.

2	INVITATION

2.1

The Board may decide to operate the Plan at any time.

2.2

When the Board decides to operate the Plan, it will also decide in respect of each Plan Cycle:

2.2.1

the Participating Jurisdictions, Participating Subsidiaries and the Eligible Employees are to be invited to participate in the Plan;

2.2.2

the Savings Period and the Holding Period. The Board may set more than one Savings Period or Holding Period to take into account any legal or regulatory requirements applicable in a Participating Jurisdiction, or for any other reason that it considers appropriate, in its absolute discretion;

2.2.3

the minimum and maximum Contribution in Euros which may be made on an annual basis during the Savings Period and the currency in which each Eligible Employee will be invited to make Contributions;

2.2.4

any applicable Scale Back Threshold;

2.2.5

the exchange rates by reference to which such minimum and maximum Contributions and the Scale Back Threshold will be converted into the Participants’ local currency;

2.2.6

any Contribution Limit which the Board deems appropriate to apply;

2.2.7

the jurisdictions (if any) in which a Jurisdiction Limit will apply and the amount of each applicable Jurisdiction Limit;

2.2.8

the Matching Share Ratio;

2.2.9

the Enrolment Period; and

2.2.10

whether Free Shares will be applicable and the terms on which a Participant may acquire Free Shares in accordance with rule 8.

2.3

Any Eligible Employee may be invited to participate in the Plan. The invitation will include the information set out in rule 2.2 (decisions of the Board) provided that the minimum and maximum Contribution and the Scale Back Threshold will be stated in the local currency applicable to the Eligible Employee and expressed as an amount per month (or such other applicable frequency during the Savings Period).

3	ENROLING IN THE PLAN

3.1

During the Enrolment Period, an Eligible Employee who chooses to participate in the Plan must enter into an Investment Agreement.

3.2

Each Eligible Employee will be required to specify the Contribution that they wish to make to the Plan for the duration of the Savings Period. The aggregate annual Contributions during the Savings Period must be at least equal to the minimum Contribution specified by the Board pursuant to rule 2.2.3 (Contribution levels) which, subject to any applicable Jurisdiction Limit, must not exceed the lower of:

3.2.1

the maximum Contribution determined by the Board in accordance with rule 2.2.3; and

3.2.2

10% of the Eligible Employee’s annual gross base salary.

3.3

Subject to rule 4 (limits and scaling back), the aggregate Contributions specified by a Participant pursuant to rule 3.2 will be converted to Euros at the exchange rate referred to in rule 2.2.5 (the original exchange rate) to determine each Participant’s Original Euro Contribution Value for the relevant Savings Period.

3.4

Contributions will be made by or on behalf of Participants by deductions from salary, for the duration of the Savings Period, as soon as practicable after the end of the Enrolment Period.

4	LIMITS AND SCALING BACK

4.1

At the end of the Enrolment Period, the aggregate Contributions in Euros to be made by Participants will be calculated for the relevant Savings Period and for this purpose the same exchange rates as described in rule 2.2.5 (the original exchange rate) will be applied to convert Contributions to be made in another currency to Euros.

4.2

If the aggregate value of Contributions in Euros to be made during the Savings Period determined in accordance with rule 4.1 would exceed any Contribution Limit, the Board may reduce the Contributions to be made by Participants by such method or methods as it deems appropriate provided that in reducing Contributions, the Board must not reduce the Contributions below the Scale Back Threshold.

4.3

If the aggregate Contributions to be made by Participants in a Participating Jurisdiction during the Savings Period in accordance with rule 4.1 would meet or exceed any Jurisdiction Limit, the Board may reduce Contributions to be made by those Participants using such method or methods as it deems appropriate.

4.4

Where the Contributions to be made by Participants are reduced pursuant to this rule 4, Participants will be notified accordingly before the start of the Savings Period.

5	PURCHASED SHARES

5.1

Each Contribution made by a Participant during the relevant Savings Period will be applied to the acquisition of Purchased Shares as soon as practicable following the date on which the Contribution is made, beginning on the Initial Acquisition Date.

5.2

Purchased Shares may be new Shares, treasury Shares or Shares purchased from the market. Where Shares are purchased in the market at more than one price with Participants’ Contributions, the average price of the Shares calculated over several Dealing Days may be used to determine the number of Purchased Shares acquired on behalf of each Participant.

5.3

Where Contributions are made in a currency other than the currency in which Shares are traded, Contributions will be exchanged at the prevailing exchange rate before being used to acquire Purchased Shares.

5.4

Purchased Shares will be held on the Participants’ behalf during the Holding Period in a nominee account or a book entry account or on such other basis as the Board determines.

5.5

All dividends paid in respect of Purchased Shares will be used to acquire additional Shares, which will be held for the Participant on the same terms as the Purchased Shares to which they relate, except that such Shares will not be included when applying the Matching Share Ratio.

5.6

Subject to any Dealing Restrictions, a Participant may sell or transfer some or all of their Purchased Shares at any time during the Holding Period. However, the number of Matching Shares that will Vest will be reduced proportionately in accordance with rule 6.2 (application of the Matching Share Ratio).

5.7

If a Participant uses his Purchased Shares as security for any liability during the Holding Period, such Purchased Shares will be treated as having been sold or transferred pursuant to rule 5.6.

6	MATCHING SHARE AWARDS

6.1

A Participant will receive a Matching Share Award on the first Dealing Day after the Enrolment Period, or if the enrolment is subject to any regulatory approvals, on the first Dealing Dayafter such regulatory approval has been obtained provided that there is a period of at least three months between the date on which the Participant receives his Matching Share Award and the end of the Savings Period.

6.2

The Matching Share Award will relate to such number of Shares as will be determined by applying the Matching Share Ratio to the number of Purchased Shares held by a Participant at the end of the Holding Period, whether deemed to end or otherwise, not exceeding that number of Purchased Shares acquired with Contributions up to the Participant’s Original Euro Contribution Value.

6.3

A Participant is not required to pay for the Matching Share Award.

6.4

Before the Shares to which a Matching Share Award relates are issued or transferred to a Participant following Vesting, each Participant will have no rights in respect of those Shares.

6.5

A Matching Share Award must not be used as security for any liability, be transferred or otherwise disposed of (except in the event of the Participant’s death, to his personal representatives) and will lapse immediately on any attempt to do so.

7	END OF THE HOLDING PERIOD

7.1

Immediately following the end of the Holding Period:

7.1.1

Matching Share Awards will Vest over such number of Shares as specified in rule 6.2 (application of the Matching Share Ratio) and, subject to rule 9 (taxation and regulatory issues) and rule 10 (cash equivalent), the Vested Shares will be issued or transferred to the Participant as soon as practicable thereafter; and

7.1.2

Purchased Shares will no longer be subject to rule 5.6 (proportionate reduction in Matching Shares) or any other rule of the Plan and subject to rule 9 (taxation and regulatory issues) a Participant will be entitled to sell or otherwise transfer the Purchased Shares without the sale or transfer having an effect on his right to receive Matching Shares.

8	FREE SHARES

8.1

If the Board determines pursuant to rule 2.2.10 that Free Shares will be applicable to a Plan Cycle, this rule 8 will apply.

8.2

Any Participant, who makes Contributions to the Plan for such number of consecutive months as determined by the Board pursuant to rule 2.2.10 which are then used to acquire Purchased Shares on his behalf, will receive a number of Free Shares, determined by the Board, in accordance with rule 8.3.

8.3

Subject to rule 9 (taxation and regulatory issues) and rule 10 (cash equivalent), the Free Shares will be issued or transferred to the Participant as soon as reasonably practicable following the application of the last of such number of consecutive Contributions referred to in rule 8.2 to the acquisition of Purchased Shares.

9	TAXATION AND REGULATORY ISSUES

9.1

A Participant will be responsible for and indemnifies each relevant Group Member against any Tax Liability. Any Group Member may withhold an amount to settle such Tax Liability from any amounts due to the Participant (to the extent such withholding is not in breach of any applicable laws) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares acquired subject to a Matching Share Award or otherwise to realise an amount to settle the Tax Liability. A Participant will also be responsible for all taxes and social security liabilities which he is obliged to account for directly to any tax authority in any jurisdiction in connection with the Plan.

9.2

The Company, the Eligible Employees and the Participants are obliged to comply with any applicable laws and regulations on insider dealing and any Company insider policies.

10	CASH EQUIVALENT

10.1

At any time prior to Vesting of a Matching Share Award or the issue or transfer of Free Shares pursuant to rule 8.3, the Board may determine that in substitution for his right to acquire some or all of the relevant Shares, the Participant will instead receive a cash sum. The cash sum will be equal to the market value of that number of the Shares which would otherwise have been issued or transferred and for these purposes:

10.1.1

market value will be determined on the date of Vesting in the case of a Matching Share Award and, in the case of Free Shares, the date on which the last of the Contributions is applied to acquire Purchased Shares in accordance with rule 8.2. For the purposes of the Matching Share Award payment, the date of Vesting, when market value is determined, shall be the last date of the Holding Period; and

10.1.2

the cash sum will be paid to the Participant as soon as practicable thereafter, net of any deductions (including but not limited to any Tax Liability or similar liabilities) as may be required by local law.

11	WITHDRAWAL

11.1

Subject to any Dealing Restrictions, a Participant may, at any time during the Savings Period give notice that he wishes to withdraw from the Plan. Where a Participant has given notice to withdraw from the Plan in accordance with this rule 11.1, his Contributions will cease as soon as practicable thereafter.

11.2

Subject to any mandatory rules in a Participating Jurisdiction, if a Participant takes a voluntary or statutory leave of absence such that Contributions cannot be made pursuant to rule 3.4, the Participant will be deemed to have withdrawn from the Plan in accordance with rule 11.1.

11.3

If rule 11.1 applies, any Purchased Shares acquired on the Participant’s behalf will remain subject to the rules of the Plan including rule 5.6 (proportionate reduction in Matching Shares) for the remainder of the Holding Period.

11.4

At the end of the Holding Period:

11.4.1

11.4.2

12	CESSATION OF EMPLOYMENT

12.1

Where a Participant ceases to hold office or employment with a Group Member before the end of the Holding Period other than in accordance with rule 12.2, the Holding Period will be deemed to end and:

12.1.1

12.1.2

his Matching Share Award will lapse on the date of such cessation.

12.2

Where a Participant ceases to hold office or employment with a Group Member before the end of the Holding Period for one of the following reasons:

12.2.1

death;

12.2.2

permanent disability;

12.2.3

retirement with the agreement of the Participant’s employer;

12.2.4

redundancy; or

12.2.5

the Participant’s employing company ceasing to be a Group Member or the transfer of an undertaking or part of an undertaking (in which the Participant is employed) to a person who is not a Group Member

the Holding Period will be deemed to end on the date of such cessation and rule 12.3 will apply.

12.3

When a Participant ceases to hold office or employment for one of the reasons specified in rule 12.2:

12.3.1

12.3.2

Matching Share Awards will Vest on the date of such cessation, over such number of Shares as specified in rule 6.2 (application of the Matching Share Ratio) provided that unless the Board determines otherwise, no Vested Shares will be issued or transferred to a Participant and instead, subject to rule 9 (taxation and regulatory issues) a cash payment will be made to the Participant in accordance with rule 10 (cash equivalent) in respect of all the Vested Shares to which his Matching Share Award relates.

12.4

For the purposes of the Plan, a person will be treated as ceasing to hold office or employment with a Group Member on the last day of employment.

13	CORPORATE EVENTS

13.1

On the occurrence of any of the events set out below, subject to rule 13.4, the Holding Period will be deemed to end on the date of such event and rule 13.2 will apply. These events are:

13.1.1

the placement of the Company into liquidation;

13.1.2

the resolution of merger, where the Company merges into another company, or demerger of the Company in accordance with the Finnish Companies Act.

13.2

On the occurrence of any of the events referred to in rule 13.1 the Holding Period will be deemed to end at that time and:

13.2.1

13.2.2

Purchased Shares will no longer be subject to the rule 5.6 (proportionate reduction in Matching Shares) or any other rule of the Plan and subject to rule 9 (taxation and regulatory issues) a Participant will be entitled to sell or otherwise transfer the Purchased Shares without the sale or transfer having an effect on his right to receive Matching Shares.

13.3

Other events

13.3.1

If the Company is or may be affected by a delisting, special dividend, tender offer, redemption of Shares or other event which, in the opinion of the Board, may affect the current or future value of Shares, the Board may determine that conditional on the event occurring, the Holding Period will be deemed to end on the date of the event and:

ii)

13.3.2

If the event does not occur then rule 13.3.1 will not apply and the Savings Period and Holding Period will continue in respect of both Purchased Shares and Matching Share Awards.

13.4

Exchange of the Matching Share Award

13.4.1

A Matching Share Award will not Vest under rule 13.2 or in accordance with rule 13.3 as a result of a tender offer, but will be released automatically in consideration of the grant of a new award which, in the opinion of the Board, is equivalent to the Matching Share Award (“Existing Award”), but relates to shares in a different company (whether the acquiring company or a different company), to the extent that:

an offer to exchange the Existing Award is made and accepted by a Participant;

ii)

there is an Internal Reorganisation; or

iii)

the Board decides (before the event) that an Existing Award will be automatically exchanged.

13.5

Any reference to the Board in this rule 13 means the members of the Board immediately prior to the relevant event.

14	INTERNATIONAL TRANSFERS

14.1

If during a Savings Period:

14.1.1

a Participant ceases to be resident (or to be deemed to be resident) in a Participating Jurisdiction (the “Original Participating Jurisdiction”);

14.1.2

the Participant immediately becomes resident (or is deemed to become resident) in another Participating Jurisdiction (the “New Participating Jurisdiction”);

14.1.3

the events described at rules 14.1.1 and 14.1.2 do not cause the Participant to cease to hold office or employment with a Group Member in accordance with rules 12.1 or 12.2; and

14.1.4

the currency in the New Participating Jurisdiction is different from the currency in the Original Participating Jurisdiction

the Participant will continue to make Contributions to the Plan but after he ceases to be resident (or deemed to be resident) in the Original Participating Jurisdiction, the aggregate Contribution specified by the Participant pursuant to rule 3.2 will be converted from the currency applicable in the Original Participating Jurisdiction to the currency in the New Participating Jurisdiction using the exchange rate referred to in rule 2.2.5 and the Contributions made by the Participant after he becomes resident (or is deemed to be resident) in the New Participating Jurisdiction will then be applied to the acquisition of Purchased Shares in accordance with rule 5.

14.2

If during a Savings Period a Participant ceases to be (or to be deemed to be) resident in an Original Participating Jurisdiction and does not immediately become resident (or be deemed to be resident) in a New Participating Jurisdiction, provided neither rule 12.1 or 12.2 is applicable:

14.2.1

the Participant will not make any further Contributions to the Plan after the date on which he ceases to be resident in the Original Participating Jurisdiction; and

14.2.2

any Purchased Shares already acquired on the Participant’s behalf will remain subject to the rules of the Plan for the duration of the Holding Period, when rule 7 will apply.

15	ADJUSTMENTS

15.1

The number of Shares subject to a Matching Share Award may be adjusted in such manner as the Board determines, in the event of:

15.1.1

any variation of the share capital or in the number of Shares of the Company; or

15.1.2

a demerger, delisting, special dividend, rights issue or other event which may, in the Board’s opinion, affect the current or future value of Shares.

16	AMENDMENTS

16.1

The Board may at any time amend the rules of the Plan, provided that no amendment to the material disadvantage of existing rights of Participants will be made unless:

16.1.1

every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and

16.1.2

the amendment is approved by a majority of those Participants who have so indicated.

17	LEGAL ENTITLEMENT

17.1

This rule 17 applies during a Participant’s employment with any Group Member and after the termination of such employment.

17.2

Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant’s employment with any Group Member are separate from, and are not affected by, the Participant’s participation in the Plan. Participation in the Plan does not create any right to continued employment for any Participant.

17.3

The acquisition of Purchased Shares on behalf of a Participant or the grant of any Matching Share Award to a Participant or the acquisition of any Free Shares does not create any right for that Participant to be offered participation in the Plan in future or to be granted any additional Matching Share Awards or for Purchased Shares or Free Shares to be acquired or Matching Share Awards to be granted on any particular terms, including the number of Shares to which a Matching Share Award relates.

17.4

By Participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:

17.4.1

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason;

17.4.2

any exercise of a discretion or a decision taken in relation to any Purchased Shares, Matching Share Awards and/or to the Plan, or any failure to exercise a discretion or take a decision;

17.4.3

the operation, suspension, termination or amendment of the Plan.

GENERAL

18.1

The Plan will terminate by the passing of a resolution by the Board. Termination of the Plan will be without prejudice to the existing rights of Participants.

18.2

Participants shall not be entitled to any dividends or have any voting rights or other shareholder rights until the Shares have been transferred to the Participant and, in case of new Shares issued by the Company, until the Shares have been entered to the Trade Register.

18.3

Participants consent to the processing of personal data in connection with their participation in the Plan by any Group Member (and any third party appointed by a Group Member in connection with the Plan) including the administration, maintenance of records and the provision of Participants’ details to future purchasers of the Company. Depending on the location of the Participant, the data might be transferred internationally. The processing is described in more detail in the privacy supplement that will be provided to each Participant.

18.4

All charges levied in connection with the delivery or sale of Shares pursuant to the Plan will be borne by Participants.

18.5

The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.

18.6

Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to their registered office (for the attention of the company secretary or a person in a similar position), and in the case of an individual to his last known address, or, where the individual is a director or employee of a Group Member, either to the director or employee’s last known address or to the address of the place of business at which the director or employee performs the whole or substantially the whole of the duties of the director or employee’s office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.

18.7

These rules will be governed by and construed in accordance with the laws of Finland. Disputes arising in respect of the Plan will be settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce.

EX-5.1 5 ss204589_ex0501.htm OPINION OF RIIKKA TIEAHO, VICE PRESIDENT

EXHIBIT 5.1

Nokia Corporation

P.O. Box 226

FIN-00045 NOKIA GROUP

FINLAND

February 27, 2014

Ladies and Gentlemen,

I am Vice President, Corporate Legal 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 (collectively, the “Awards”) of performance shares (the “Performance Shares”) pursuant to the Nokia Performance Share Plan 2014, restricted shares (the “Restricted Shares”) pursuant to the Nokia Restricted Share Plan 2014, and matching shares (the “Matching Shares”) pursuant to the Nokia Employee Share Purchase Plan 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 selected employees of the Company and its subsidiaries and affiliates. Holders of the Awards will be entitled to receive 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 Restricted Share Plan 2014 and the Nokia Performance Share Plan 2014, each as approved by the Board of Directors of the Company in their meeting held on February 14, 2014, and the Nokia Employee Share Purchase Plan, as approved by the Board of Directors of the Company in their meeting held on February 14, 2014;

(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 Performance Shares, Restricted Shares and Matching Shares to be offered to eligible Company 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 of the Performance Shares and Restricted Shares, and the Shares to be issued in accordance with the Nokia Employee Share Purchase Plan, in connection with the Employee Offering will, upon issuance, be duly authorized, validly issued, 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/ Riikka Tieaho

Riikka Tieaho

Vice President, Corporate Legal

EX-23.1 6 ss204589_ex2301.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 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 7, 2013 relating to the consolidated financial statements 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, 2012.

/s/ PricewaterhouseCoopers Oy

PricewaterhouseCoopers Oy

Helsinki, Finland

February 27, 2014

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