S-8

     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 STOCK OPTION PLAN 2011
NOKIA HOLDING INC. EMPLOYEE STOCK PURCHASE PLAN (RESTATED)
NOKIA RETIREMENT SAVINGS AND INVESTMENT PLAN, AS AMENDED AND RESTATED

(Full title of the plans)

Louise Pentland
Nokia Holding, Inc.
6000 Connection Drive
Irving, Texas 75039
+1 (972) 894-5000

(Name, address and telephone number of agent for service)

Copies to:
Doreen E. Lilienfeld, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
+1 (212) 848-7171

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 þ Accelerated filer o  Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

	Amount to Be	Proposed Maximum	Proposed Maximum	Amount of
Title of Securities to Be Registered	Registered	Offering Price Per Security	Aggregate Offering Price	Registration Fee
Shares of Nokia Corporation (1)	9,100,000 (2)	$9.24 (3)	$84,084.000.00	$9,762.15

(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 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 (i) 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 and (ii) an indeterminate amount of interests to be offered or sold pursuant to the Nokia Retirement Savings and Investment Plan, as Amended and Restated.
(2)	Represents an aggregate of 9,100,000 Shares, of which 3,100,000 Shares are available for future issuance under the Nokia Stock Option Plan 2011; 3,000,000 Shares are available for purchase pursuant to the Nokia Holding Inc. Employee Stock Purchase Plan (Restated); and 3,000,000 Shares are available for purchase pursuant to the Nokia Retirement Savings and Investment Plan, as Amended and Restated.
(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 ($9.32 and $9.15, respectively) of Nokia Corporation ADSs on the New York Stock Exchange on April 29, 2011.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

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

^* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the U.S. Securities Act of 1933, as amended (hereinafter, the “Securities Act”), and the “Note” to Part I of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference as of their respective dates in this Registration Statement:

     (a) the Registrant’s Form 20-F for the fiscal year ended December 31, 2010 (File No. 001-13202), filed on March 11, 2011;

     (b) the Registrant’s Form 11-K for the fiscal year ended December 31, 2009 (File No. 001-13202), filed on June 28, 2010; 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.

5

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 4, 2011.

NOKIA CORPORATION

By:	/s/ Kaarina Ståhlberg		By:	/s/ Esa Niinimäki
	Name:	Kaarina Ståhlberg		Name:	Esa Niinimäki
	Title:	Vice President, Assistant General Counsel		Title:	Senior Legal Counsel

6

POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ms. Kaarina Ståhlberg and/or Mr. Esa Niinimäki 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 4, 2011.

Members of the Board of Directors:

/s/ Stephen Elop	Director
Name: Stephen Elop
/s/ Dr. Bengt Holmström	Director
Name: Dr. Bengt Holmström
/s/ Prof. Dr. Henning Kagermann	Director
Name: Prof. Dr. Henning Kagermann
	Director
Name: Per Karlsson
/s/ Jouko Karvinen	Director
Name: Jouko Karvinen
	Director
Name: Helge Lund

7

/s/ Isabel Marey-Semper	Director
Name: Isabel Marey-Semper
/s/ Jorma Ollila	Chairman of the Board of Directors
Name: Jorma Ollila
/s/ Dame Marjorie Scardino	Vice Chairman, Director
Name: Dame Marjorie Scardino
/s/ Risto Siilasmaa	Director
Name: Risto Siilasmaa
/s/ Kari Stadigh	Director
Name: Kari Stadigh
President and Chief Executive Officer:

/s/ Stephen Elop
Name:	Stephen Elop

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

/s/ Timo Ihamuotila
Name:	Timo Ihamuotila

8

Authorized Representative in the United States:
/s/ Louise Pentland
Name:	Louise Pentland

9

The Plan:

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the trustee (or other persons who administer the employee benefit plan) have duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irving, state of Texas, on May 6, 2011.

Nokia Retirement Savings and Investment Plan, as Amended and Restated
/s/ Linda Fonteneaux
Name:	Linda Fonteneaux
Title:	Plan Administrator

10

EXHIBIT INDEX

Exhibit No.	Description of Document
4.1	Articles of Association of the Registrant (English translation) (incorporated by reference to the Registrant’s Form S-8 (File No. 333-142662), filed with the Commission on May 7, 2007).
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 Post Effective Amendment to Form F-6 Registration Statement (File No. 333-105373), filed with the Commission on February 6, 2009).
*4.3	Terms and Conditions of the Nokia Stock Option Plan 2011.
4.4	Nokia Holding, Inc. Employee Stock Purchase Plan (Restated) (incorporated by reference to the Registrant’s Form S-8 (File No. 333-141674) filed with the Commission on March 29, 2007).
4.5	Nokia Retirement Savings and Investment Plan, as Amended and Restated (incorporated by reference to the Registrant’s Form S-8 (File No. 333-141674) filed with the Commission on March 29, 2007).
*5.1	Opinion of Kaarina Ståhlberg, VP, Assistant General Counsel of the Registrant, as to the validity of the shares to be issued pursuant to the Nokia Stock Option Plan 2011, the Nokia Holding, Inc. Employee Stock Purchase Plan (Restated) and the Nokia Retirement Savings and Investment Plan, as Amended and Restated.
*23.1	Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent Registered Public Accounting Firm.
*23.2	Consent of PricewaterhouseCoopers LLP, Dallas, Texas, Independent Registered Public Accounting Firm.
*23.3	Consent of Kaarina Ståhlberg, VP, Assistant General Counsel of the Registrant (included in Exhibit 5.1).
*24	Power of Attorney (included on signature page).

* Filed herewith.

11

EX-4.3

EXHIBIT 4.3

1 (5)

NOKIA STOCK OPTION PLAN 2011

I TERMS AND CONDITIONS OF STOCK OPTIONS

1. Stock Options to be granted

1.1. Nokia Corporation (the “Company”) will grant a maximum of 35 000 000 stock options entitling to the subscription for a maximum of 35 000 000 Nokia shares.

1.2. The stock options will be offered to the personnel of Nokia Group (the “Participants”), as resolved by the Board of Directors of the Company. There are important financial grounds for the Company to issue stock options as the stock options direct the focus of the Participants on long-term share price appreciation, promote long-term financial success of the Company and generally align the interest of the Participants with those of the shareholders. Under this stock option plan Nokia Siemens Networks group of companies currently consisting of Nokia Siemens Networks B.V. and its subsidiaries (“Nokia Siemens Networks”) are not considered herein to belong to Nokia Group and consequently stock options cannot be offered to the employees of Nokia Siemens Networks.

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

1.4. The stock options may be granted no later than December 31, 2013 or any earlier date as determined by the Board of Directors.

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

2. Stock Option Sub-categories

The stock options will be divided into sub-categories so that those stock options that have equal exercise price and expiry date of the exercise period form one sub-category. The sub-categories will be denominated with a title that indicates the time of pricing and grant, for example: “2011 2Q” or “2012 1Q”

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

3. Non-Transferability

The stock options are non-transferable and may be exercised for shares only.

4. Other Restrictions pertaining to the Stock Options

4.1. Should a Participant cease to be employed by a company belonging to Nokia Group for any reason other than retirement or permanent disability (as defined by the Company) or death, the Company is entitled to redeem without consideration all the stock options held by such Participant, which remain unexercised as of the termination of employment.

4.2. Should a Participant cease to be employed by a company belonging to Nokia Group due to death of the Participant, the Company is entitled to redeem without consideration all the stock options held by the deceased Participant, which remain unexercised one year after the date of death.

2 (5)

4.3. The Company may resolve that in case of voluntary and/or statutory leave of absence of a Participant and in other corresponding circumstances the Company has the right to defer the commencement of the exercise period of the stock options and/or redeem the stock options without consideration from the Participant.

II TERMS AND CONDITIONS OF STOCK OPTION EXERCISE

1. Right to Exercise Stock Options

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

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

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

2. Exercise Period and Exercise Price

2.1. The stock options have a vesting period of 3 or 4 years as described in section II 2.2 below.

2.2. The exercise period of the stock options shall begin no earlier than July 1, 2014 and end no later than December 27, 2019.

The exercise period for each sub-category of stock options shall be determined on a quarterly basis. Within each sub-category the exercise period commences in two lots, each comprising of 50% of the stock options under the sub-category in question. For the first lot of stock options the exercise period will commence after three years have passed from the end of that calendar quarter during which the sub-category was granted. For the second lot of stock options the exercise period will commence after four years have passed from the end of that calendar quarter during which the sub-category was granted. The exercise period for all stock options under a sub-category will end simultaneously on December 27 after six years have passed from the end of that calendar year in which the sub-category was granted.

However, in case of death of the Participant, the Company has the right to deviate from the above principles regarding the commencement of the exercise period.

2.3. The exercise price for each sub-category of stock options will be determined on a quarterly basis. The exercise price for each sub-category of stock options will be equal to the trade volume weighted average price of the Nokia share on the NASDAQ OMX Helsinki during the trading days of the first whole week of the second month (i.e. February, May, August or November) of the respective calendar quarter during which the sub-category has been granted. Should an ex-dividend date take place during that week, the exercise price shall be determined based on the following week’s trade volume weighted average price of the Nokia share on the NASDAQ OMX Helsinki.

2.4. The table below illustrates as an example the dates relating to the sub-category “2011 3Q”. The exercise periods and the exercise prices for the other sub-categories shall be determined correspondingly.

3 (5)

Sub-category: 2011 3Q

	% of the Lot
	out of the					End of Exercise
	whole Sub-			Determination of	Commencement of	Period (Expiry
Lot	category			Exercise Price	Exercise Period	Date)
1		50	%	August 1— 5, 2011	October 1, 2014	December 27, 2017
2		50	%	August 1 — 5, 2011	October 1, 2015	December 27, 2017

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

2.6. Should the Annual General Meeting in accordance with the proposal of the Board of Directors decide to distribute a special dividend constituting a deviation from the customary dividend policy of the Company, the amount of this special dividend will be deducted from the previously determined exercise price. Such distribution of special dividend can include, but is not limited to, distribution of assets from reserves of unrestricted equity or distribution of share capital to the shareholders. The Board of Directors will specify in its proposal for the dividend whether the dividend, or a part of it, shall be considered a special dividend.

3. Shareholder Rights

Shares will be eligible for dividend for the financial year in which the share subscription takes place. Other shareholder rights will commence on the date on which the subscribed shares are entered in the Trade Register.

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

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

Should the Company, prior to the exercise of stock options, issue new shares, stock options or other special rights to all shareholders, the Participants owning such unexercised stock options shall have the same or equal right as the shareholders to participate in such an issue. Equality will be implemented in the manner resolved by the Board of Directors so that the number of shares, which may be received at exercise of each sub-category of stock options, the exercise prices or both, may be amended.

5. Rights of Participants in certain Cases

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

5.2. Should the Company be placed into liquidation, the Participants, who own stock options for which the exercise period has not commenced, will be given the right to exercise such stock options, within such time period as resolved by the Board of Directors. Notwithstanding any other provisions in these terms and conditions, should the Company be deregistered from the Trade Register prior to the exercise of the stock options, the Participants shall have no right to exercise the stock options.

5.3. Should the Company resolve to merge with another existing company or merge with a company to be established, or should the Company resolve to be demerged, the Participants

4 (5)

will be given the right to exercise all their stock options or to convert their stock options into equity issued by the other company, on such terms and within such a time period prior to the merger or demerger, as resolved by the Board of Directors. Following the closing of the merger or demerger, any rights to exercise the stock options or to convert the stock options will lapse. The same also applies to a merger, in which the Company takes part, and whereby the Company registers itself as a European Company (Societas Europae) in another member state in the European Economic Area or, if the Company after registering itself into a European Company registers a transfer of its domicile into another member state. This provision constitutes an agreement relating to the right and the conditions of redemption referred to in Chapter 16, section 13 and Chapter 17, section 13 of the Finnish Companies Act.

5.4. Should the Company, before the end of the exercise period of the stock options, 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 stock options, for which the exercise period has commenced. 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 the stock options.

5.5. Should a tender offer regarding all shares and stock options issued by the Company be made or should a shareholder under the Articles of Association of the Company or the 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 Participants may, notwithstanding the transfer restriction set forth in section I.3 above, transfer all of their stock options.

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

The Board of Directors may, however, in any of the situations resolved in this section 5.5, also give the Participants an opportunity to exercise all of their stock options or to convert them into equity issued by another company on such terms and within such time period prior to the completion of the tender offer or redemption, as resolved by the Board of Directors. At the close of this period set by the Board of Directors, any rights to exercise the stock options or to convert the stock options shall lapse.

5.6. Should the Company be delisted from NASDAQ OMX Helsinki or its successors, the Board will make the necessary amendments, if any, to the terms and conditions of the stock options.

6. Taxes and other obligations

6.1 The Participants are personally responsible for all taxes and social security charges associated with the stock options and the shares subscribed under this stock option plan. This includes responsibility for any and all tax liabilities in multiple countries, if the Participant has resided in more than one country during the vesting period or the exercise period. The Participants are advised to consult their own financial and tax advisers (at their own expense) before accepting the stock options in order to verify their tax position.

6.2 The Participants are personally responsible for any potential charges debited by financial institutions in connection with the shares subscribed under this stock option plan or any subsequent transactions related to the shares.

5 (5)

6.3 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 and other obligations upon the grant or exercise of the stock options. The Company shall have the right to determine how such collection, withholding or other measures will be arranged or carried out.

III OTHER TERMS AND CONDITIONS

1. These terms and conditions are governed by the laws of Finland. Disputes arising out of the stock options will be settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce.

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

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

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

5. 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.

6. In the event of conflict between the Finnish and English language versions of these terms and conditions, the Finnish language version shall prevail.

7. In addition to the specific authorizations given to the Board of Directors to make amendments to these terms and conditions set forth elsewhere herein, the Board of Directors is authorized to make other than material amendments to these terms and conditions. The Board of Directors shall resolve on all other matters relating to the stock options as well as their exercise and it may also give binding instructions to the Participants. The Company has the sole power to interpret these terms and conditions.

8. Any notices to the Participants relating to this stock option plan shall be made in writing, electronically or any other manner as determined by the Company.

9. The Company 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. 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-5.1

EXHIBIT 5.1

Nokia Corporation
P.O. Box 226
FIN-00045 NOKIA GROUP                                              May 6, 2011
FINLAND

Ladies and Gentlemen,

I am the Assistant General Counsel of Nokia Corporation, a company incorporated under the laws of the Republic of Finland (the “Company”), and, as such, I have acted on behalf of the Company in connection with its offering of awards of stock options with respect to the shares of the Company (the “Stock Options”), to eligible Company employees in the United States as part of a worldwide employee offering (the “Employee Offering”) that is being undertaken to incentivise the selected employees of the Company and its subsidiaries and affiliates. Holders of Stock Options will be entitled to 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 Stock Option Plan 2011, as approved by the Annual General Meeting of the Company in their meeting held on May 3, 2011, the Nokia Holding, Inc. Employee Stock Purchase Plan (Restated) and the Nokia Retirement Savings and Investment Plan, as Amended and Restated;
(ii)	the form of documentation to be furnished to employees eligible to participate in the Employee Offering, including a copy of the prospectuses prepared in accordance with the requirements of Part I of Form S-8 under the United States Securities Act of 1933, as amended (the “Securities Act”);
(iii)	a signed copy of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) relating to the Employee Offering, which Registration Statement is being filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on the date hereof;
(iv)	the Articles of Association of the Company; and
(v)	originals, or copies certified or otherwise identified to my satisfaction, of such documents, as I have deemed necessary and appropriate as a basis for the opinion hereinafter expressed.

Based on the foregoing and having regard for such legal considerations as I deem relevant, I am of the opinion that: (1) the Stock Options to be offered to eligible employees pursuant to the Employee Offering will represent legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and (2) the Shares to be issued upon settlement of the exercise of Stock Options, 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/ Kaarina Ståhlberg  

Kaarina Ståhlberg 

Vice President, Assistant General Counsel 

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 report dated March 11, 2011 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, 2010.

/s/ PricewaterhouseCoopers Oy  

PricewaterhouseCoopers Oy 

Helsinki, Finland 

May 4, 2011

EX-23.2

Exhibit 23.2

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 June 28, 2010 relating to the financial statements, which appears in the Annual Report of the Nokia Retirement Savings and Investment Plan on Form 11-K for the year ended December 31, 2009.

/s/ PricewaterhouseCoopers LLP  

PricewaterhouseCoopers LLP 

Dallas, Texas 

May 5, 2011