S-8

As filed with the Securities and Exchange Commission on May 25, 2016

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)

Karaportti 3, P.O. Box 226

FI-00045 NOKIA GROUP

Espoo, Finland

+358 10 4488000

(Address and telephone number of Registrant’s principal executive offices)

NOKIA PERFORMANCE SHARE PLAN 2016

(Full title of the plan)

Genevieve A. Silveroli

Nokia USA Inc.

6000 Connection Drive

Irving, Texas 75039

+1 (972) 374-3000

(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  

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)	16,000,000 (2)	$5.20 (3)	$83,200,000	$8,378.24

(1) American Depositary Receipts evidencing American Depositary Shares (“ADSs”) issuable on deposit of shares (the “Shares”) of Nokia Corporation (the “Registrant”) have been registered pursuant to a separate Registration Statement on Form F-6 (Registration Nos. 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 (the “Registration Statement”) 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, as defined below.

(2) Represents 16,000,000 Shares available for future issuance under the Nokia Performance Share Plan 2016 (the “Plan”).

(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 ($5.24  and $5.16, respectively) of Nokia Corporation ADSs on the New York Stock Exchange on May 20, 2016.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, 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 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, 2015 (File No. 001-13202), filed on April 1, 2016;

(b)           the Registrant’s Form 6-K dated May 10, 2016, furnished to the Commission on May 10, 2016 (File No. 001-13202) and titled “Nokia Corporation Interim Report for Q1 2016 - Non IFRS financial results benefitted from expanded portfolio and continuation of solid execution”; and

(c)           the description of the Registrant’s 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.

Riikka Tieaho, the Registrant’s Vice President, Corporate Legal, has opined as to the legality of the issuance of the Shares being registered under this Registration Statement. At the time of rendering this opinion, the value of the Shares owned by Ms. Tieaho or subject to her outstanding equity awards exceeded $50,000.

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.

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 May 25, 2016.

NOKIA CORPORATION
By:	/s/ Riikka Tieaho	By:	/s/ Saana Nurminen
Name:	Riikka Tieaho	Name:	Saana Nurminen
Title:	Vice President, Corporate Legal	Title:	Director, Corporate and Equity Plans Legal

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ms. Riikka Tieaho and/or Ms. Saana Nurminen 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 25, 2016.

Members of the Board of Directors:

/s/ Vivek Badrinath	Director
Name:  Vivek Badrinath
/s/ Bruce Brown	Director
Name:  Bruce Brown
/s/ Louis R. Hughes	Director
Name: Louis R. Hughes
	Director
Name: Simon Jiang
	Director
Name:  Jouko Karvinen
/s/ Jean C. Monty	Director
Name: Jean C. Monty
/s/ Elizabeth Nelson	Director
Name:  Elizabeth Nelson
/s/ Olivier Piou	Vice Chairman, Director
Name:  Olivier Piou
/s/ Risto Siilasmaa	Chairman of the Board of Directors
Name: Risto Siilasmaa
	Director
Name: Kari Stadigh

President and Chief Executive Officer:

  /s/ Rajeev Suri

Name: Rajeev Suri

Chief Financial Officer (whose functions

include those of Chief Accounting Officer):

  /s/ Timo Ihamuotila

Name: Timo Ihamuotila

Authorized Representative in the United States:

  /s/ Genevieve A. Silveroli

Name:  Genevieve A. Silveroli

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, 2015 (File No. 001-13202), filed with the Commission as Exhibit 1 to such report on April 1, 2016).
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. 333-105373), 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. 333-182900), filed with the Commission on July 27, 2012).
*4.5	Terms and Conditions of the Nokia Performance Share Plan 2016.
*5.1	Opinion of Riikka Tieaho, Head of Corporate Legal of the Registrant, as to the validity of the shares to be issued pursuant to the Nokia Performance Share Plan 2016.
*23.1	Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent Registered Public Accounting Firm.
*23.2	Consent of Riikka Tieaho, Head of Corporate Legal of the Registrant (included in Exhibit 5.1).
*24	Power of Attorney (included on signature page).

* Filed herewith.

EX-4.5

Terms and Conditions of the

Nokia Performance Share Plan 2016

Approved by the Board of Directors on

10 February 2016 and restated on 25 May 2016

TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2016

1. PURPOSE AND SCOPE OF THE PLAN

1.1. The purpose of the Nokia Performance Share Plan 2016 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.

1.2. 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.

1.3. Under the Plan, a maximum of 25.5 million Performance Shares may be granted, which may result in the settlement of 51 million Shares at the maximum performance level. The Board determines the general principles of the Plan and approves the grants of Performance Shares to eligible employees within its authority. Grants of Performance Shares under these Terms & Conditionsmay be made between February 10, 2016 and December 31, 2016, 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.

Grant Date: The date Performance Shares are awarded to an employee under the Plan.

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 rule 4. The Maximum Number equals two times the Grant Amount. Maximum Number is tied to the Performance Criteria as defined in rule 4

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.

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 the 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 rule 4, together referred to as the Performance Criteria.

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 fulfilment of the conditions under rule 4, and provided that no other restriction related to these Terms & Conditions is applicable.

Performance Period: The two fiscal years starting on January 1, 2016 and ending on December 31, 2017.

Plan: Performance Share Plan 2016 of the Company

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 rule 4, subject to the Minimum Amount.

3. GRANT OF PERFORMANCE SHARES

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

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

3.3 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

General Principles

4.1 Measurement of the performance during the Performance Period will be based on the Performance Criteria as of December 31, 2016 and 2017 compared to the pre-established performance level defined herein in this rule 4.

Threshold Performance and Maximum Performance

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

4.3 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.

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

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

4.6 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 pre-determined linear scale based on actual financial performance achieved, subject to the Minimum Amount.

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

4.8 The following table summarises each Performance Criterion for the Nokia Group employees:

Performance Criterion	Weighting	Threshold performance (rounded)	Maximum Performance (rounded)	Potential range of Settlement*
Nokia Average Annual Net Sales (non-IFRS) during Jan.1 2016-Dec. 31. 2017	50%	EUR 24.097 billion	EUR 27.724 billion	Threshold Number up to maximum level (4 x Threshold Number)
Nokia Average Annual EPS (diluted, non-IFRS) during Jan.1 2016-Dec. 31. 2017	50%	0.23	0.34	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.

5. MEASUREMENT AND CALCULATION OF PAY-OUT

5.1 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.

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

5.3 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

6.1 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.

6.2 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. SETTLEMENT

7.1. 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 & Conditionsand 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.

7.2. 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.

7.3. 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, where new Shares issued by the Company are used for settlement, until the Shares have been entered in the Trade Register.

8. CHANGES IN EMPLOYMENT

8.1 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.

8.2 In the case of death of the Participant prior to the end of the Performance Period, unless the Company determines otherwise in its sole discretion, the Performance Shares will be settled at the Grant Amount prior to the end of the Performance Period.

8.3 In the case of death of the Participant during the Restriction Period, unless the Board determines otherwise, the Performance Shares will be settled 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 rule 5 of these Terms & Conditions. If made, such special settlement will constitute full and final settlement of that Performance Share grant.

8.4 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, then, unless the Board determines otherwise in its sole discretion, the Company shall redeem the Performance Shares from the Participant without consideration, in which case the Participant shall not be entitled to any settlement under the Plan.

8.5 In cases 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.

9. TERMS OF EMPLOYMENT

9.1 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 and the rights and obligations arising from a Participant’s employment with Nokia are separate from, and are not affected by, the Participant’s participation in the Plan. 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.

9.2 The grant or settlement of Performance Shares do not create any right for that Participant to be offered participation in the Plan in future or to be granted any additional Performance Shares on any particular terms, including the number of Performance Shares.

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

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

9.3.2 any exercise of a discretion or a decision taken in relation to any Performance Shares, and/or to the Plan, or any failure to exercise a discretion or take a decision; and

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

10. TAXES AND OTHER OBLIGATIONS

10.1 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.

10.2 The Participant is also personally responsible for any potential charges debited by any plan administrator, broker or financial institution in connection with the settlement of the Performance Shares or any subsequent transactions related to the Shares.

10.3 Pursuant to applicable laws, the Nokia Group is or may be required or may deem it appropriate to withhold taxes, social security charges or fulfil 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

11.1 The Participant shall comply with these Terms & Conditions, as well as any instructions given by the Company regarding the Plan from time to time.

11.2 If the Participant breaches these Terms & 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 AND AMENDMENTS

12.1 These Terms & Conditions shall become valid and effective upon the approval by the Board.

12.2 The Board may, in its absolute discretion, at any time amend, modify or terminate these Terms & Conditions.

12.3 Action taken by the Board in rule 12.2 may also, as in each case determined by the Board, affect the Performance Shares that are then outstanding, but not settled.

13. ADMINISTRATION

13.1 The Plan shall be administered by the Company. The Company has the authority to interpret these Terms & Conditions, approve such other rules and procedures and take such other measures, as it deems necessary or appropriate to benefit the administration of the Plan, including, but not limited to, taking action to take account of a change in legislation or to maintain favourable tax, exchange control or regulatory treatment for Participants or for Nokia. Such action may also affect the Performance Share grants that are then outstanding, but not settled.

13.2 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.

14. RIGHTS OF PARTICIPANTS IN CORPORATE EVENTS

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:

14.1.1 the Board may determine, in its sole discretion if and how the Participants will be compensated for the special dividend.

14.1.2 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.

14.1.3 the Board will specify in any 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:

14.4.1 the Board may determine, in its sole discretion, whether Performance Shares may be settled at Grant Amount. Any settlement will be within such period as resolved by the Board;

14.4.2 notwithstanding any other provisions in these Terms & 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.

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:

14.5.1 the Board may determine, in its sole discretion, whether Performance Shares may be settled at the Grant Amount prior to the merger or demerger. Any settlement will be within such period as resolved by the Board;

14.5.2 the Board may determine, in is sole discretion, whether Performance Shares should be converted into similar equity rights issued by the other company. In such circumstances, the Board shall determine the terms and the period in which any Performance Shares may be converted; and

14.5.3 notwithstanding any other provisions in these Terms & 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, unless the Board, in its sole discretion, determines otherwise.

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:

14.7.1 the Board may determine, in its sole discretion, whether Performance Shares may be settled at the Grant Amount prior to the tender offer or the offer to redeem the shares.

14.8 Should a shareholder under the Finnish Companies Act have the right to redeem the shares from the Company’s other shareholders, the Board may determine, in its sole discretion, during the Performance Period, whether Performance Shares will be settled at the Grant Amount prior to the redemption, after which the Participants’ obligation to transfer all of their shares will be subject to the Finnish Companies Act.

14.9 The Board may, however, in any of the situations resolved in this rule 14, determine, in its sole discretion, to provide the Participants with 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.

14.10 Should the shares of the Company during the Performance Period be delisted, with the effect that the shares are no longer listed on any recognised stock exchange, nor subject to any other public trading:

14.10.1 the Board, may determine, in its sole discretion, whether any Performance Shares may be settled as a result of the delisting. Any settlement will be within such period as resolved by the Board; and

14.10.2 the Board may also determine whether any other amendments to these Terms & Conditions  are required as a result of the delisting.

14.11 Rules 14.4, 14.5, 14.6, 14.7 and 14.8 shall also apply should the situations set out in those rules take place during the Restriction Period, with the exception that instead of settlement at 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 rule 5 of these Terms & Conditions.

15. THE RECOUPMENT OF EQUITY IN THE EVENT OF CERTAIN RESTATEMENTS

15.1 Under the Nokia policy on the clawback of incentive compensation (“Clawback Policy”), as amended from time to time, in the event that recoupment is triggered under the Clawback Policy, the Board of Directors may, in its sole discretion and at any time, resolve to recover or require reimbursement of all or a portion of incentive compensation, which is defined in the Clawback Policy and includes any Performance Shares granted under the Plan and awarded to the employees covered by the Clawback Policy.

15.2 The covered employees as well as the events that trigger recoupment are defined in the Clawback Policy.

16. GOVERNING LAW AND SETTLEMENT OF DISPUTES

16.1 These Terms & Conditions are governed by Finnish laws.

16.2 Disputes arising out of these Terms & 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

17.1 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.

17.2 The personal data may be administered and processed by Nokia Group or its authorized agent in the future.

17.3 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 & Compliance, in Espoo, Finland.

EX-5.1

Exhibit 5.1

May 25, 2016

Nokia Corporation

P.O. Box 226

FIN-00045 NOKIA GROUP

FINLAND

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 (the “Awards”) of performance shares (the “Performance Shares”) pursuant to the Nokia Performance Share Plan 2016 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 Nokia Performance Share Plan 2016, as approved by the Board of Directors of the Company on February 10, 2016 and restated thereby on May 25, 2016;

(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 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 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

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 reportdated April 1, 2016 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, 2015.

 /s/ PricewaterhouseCoopers Oy

PricewaterhouseCoopers Oy

Helsinki, Finland

May 25, 2016