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As filed with the Securities and Exchange Commission on March
    12, 2010.
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C. 20549
      FORM 20-F
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2009
  Commission file number 1-13202
      Nokia Corporation
       Republic of Finland
 (Jurisdiction of incorporation)
  Keilalahdentie 4,
    P.O. Box 226, FI-00045 NOKIA GROUP, Espoo, Finland (Address of principal
    executive offices)
  Kaarina Ståhlberg, Vice
    President, Assistant General Counsel
    Telephone: +358 (0)7
    1800-8000,
    Facsimile: +358 (0) 7
    1803-8503
    Keilalahdentie 4, P.O. Box 226, FI-00045 NOKIA GROUP,
    Espoo, Finland (Name, Telephone,
    E-mail
    and/or Facsimile number and Address of Company Contact
    Person)
  Securities registered pursuant to
    Section 12(b) of the Securities Exchange Act of 1934 (the
    Exchange Act):
  Name of each exchangeTitle of each class

on which registeredAmerican Depositary Shares
    Shares

New York Stock Exchange 
    New York Stock
    Exchange(1)     (1)
    
    Not for trading, but only in
    connection with the registration of American Depositary Shares
    representing these shares, pursuant to the requirements of the
    Securities and Exchange Commission.  None
  5.375% Notes due 2019
    and 6.625% Notes due 2039
    Shares: 3 744 956 052.
   Yes
    x  No
    o
   Yes
    o  No
    x
   Yes
    x  No
    o
  12b-2
 Large
    accelerated
    filer x
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
    U.S.GAAP
    o
  International Financial Reporting
    Standards as issued by the International Accounting Standards
    Board  x
  Other
    o
   Item 17
    o  Item 18
    o
  Rule 12b-2
 Yes
    o  No
    x




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TABLE OF
    CONTENTS
   
 PageINTRODUCTION AND USE OF CERTAIN TERMS


4FORWARD-LOOKING STATEMENTS


5PART IITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISERS


7ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE


7ITEM 3.

KEY INFORMATION


73A.

Selected Financial Data


73B.

Capitalization and Indebtedness


113C.

Reasons for the Offer and Use of Proceeds


113D.

Risk Factors


11ITEM 4.

INFORMATION ON THE COMPANY


324A.

History and Development of the Company


324B.

Business Overview


344C.

Organizational Structure


644D.

Property, Plants and Equipment


64ITEM 4A.

UNRESOLVED STAFF COMMENTS


65ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS


655A.

Operating Results


655B.

Liquidity and Capital Resources


1075C.

Research and Development, Patents and Licenses


1115D.

Trend Information


1125E.

Off-Balance Sheet Arrangements


1125F.

Tabular Disclosure of Contractual Obligations


112ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


1126A.

Directors and Senior Management


1126B.

Compensation


1216C.

Board Practices


1366D.

Employees


1416E.

Share Ownership


141ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


1497A.

Major Shareholders


1497B.

Related Party Transactions


1507C.

Interests of Experts and Counsel


150ITEM 8.

FINANCIAL INFORMATION


1508A.

Consolidated Statements and Other Financial
    Information


1508B.

Significant Changes


154ITEM 9.

THE OFFER AND LISTING


1549A.

Offer and Listing Details


1549B.

Plan of Distribution


1559C.

Markets


1559D.

Selling Shareholders


1559E.

Dilution


1559F.

Expenses of the Issue


156 2




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PageITEM 10.

ADDITIONAL INFORMATION


15610A.

Share Capital


15610B.

Memorandum and Articles of Association


15610C.

Material Contracts


15810D.

Exchange Controls


15810E.

Taxation


15810F.

Dividends and Paying Agents


16210G.

Statement by Experts


16210H.

Documents on Display


16210I.

Subsidiary Information


162ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


162ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


16312D.

American Depository Shares


163PART IIITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


164ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS


164ITEM 15.

CONTROLS AND PROCEDURES


164ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT


164ITEM 16B.

CODE OF ETHICS


165ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


165ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


166ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASERS


166ITEM 16G.

CORPORATE GOVERNANCE


166PART IIIITEM 17.

FINANCIAL STATEMENTS


167ITEM 18.

FINANCIAL STATEMENTS


167ITEM 19.

EXHIBITS


167GLOSSARY OF TERMS


168Exhibit 8Exhibit 12.1Exhibit 12.2Exhibit 13Exhibit 15(a)   3




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INTRODUCTION AND
    USE OF CERTAIN TERMS  Form 20-F,
  1800-8000.
    www.nokia.com Form 20-F www.nokia.com http://citibank.ar.wilink.com number 1-877-NOKIA-ADR 02940-5140,
 4




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##### Table of Contents



FORWARD-LOOKING
    STATEMENTS    
    the timing of the deliveries of our products and services and
    their combinations;
    our ability to develop, implement and commercialize new
    technologies, products and services and their combinations;
    expectations regarding market developments and structural
    changes;
    expectations and targets regarding our and the industry volumes,
    market share, prices, net sales and margins of products and
    services and their combinations;
    expectations and targets regarding our operational priorities
    and results of operations;
    the outcome of pending and threatened litigation;
    expectations regarding the successful completion of acquisitions
    or restructurings on a timely basis and our ability to achieve
    the financial and operational targets set in connection with any
    such acquisition or restructuring; and
    statements preceded by believe, expect,
    anticipate, foresee, target,
    estimate, designed, plans,
    will or similar expressions.    1.
    the competitiveness and quality of our portfolio of products and
    services and their combinations;2.
    our ability to timely and successfully develop or otherwise
    acquire the appropriate technologies and commercialize them as
    new advanced products and services and their combinations,
    including our ability to attract application developers and
    content providers to develop applications and provide content
    for use in our devices;3.
    our ability to effectively, timely and profitably adapt our
    business and operations to the requirements of the converged
    mobile device market and the services market;4.
    the intensity of competition in the various markets where we do
    business and our ability to maintain or improve our market
    position or respond successfully to changes in the competitive
    environment;5.
    the occurrence of any actual or even alleged defects or other
    quality, safety or security issues in our products and services
    and their combinations;6.
    the development of the mobile and fixed communications industry
    and general economic conditions globally and regionally;7.
    our ability to successfully manage costs;8.
    exchange rate fluctuations, including, in particular,
    fluctuations between the euro, which is our reporting currency,
    and the US dollar, the Japanese yen and the Chinese yuan, as
    well as certain other currencies;9.
    the success, financial condition and performance of our
    suppliers, collaboration partners and customers;  10.
    our ability to source sufficient amounts of fully functional
    components,
    sub-assemblies,
    software, applications and content without interruption and at
    acceptable prices and quality; 5




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11.
    our success in collaboration arrangements with third parties
    relating to the development of new technologies, products and
    services, including applications and content;12.
    our ability to manage efficiently our manufacturing and
    logistics, as well as to ensure the quality, safety, security
    and timely delivery of our products and services and their
    combinations;13.
    our ability to manage our inventory and timely adapt our supply
    to meet changing demands for our products;14.
    our ability to protect the technologies, which we or others
    develop or that we license, from claims that we have infringed
    third parties intellectual property rights, as well as our
    unrestricted use on commercially acceptable terms of certain
    technologies in our products and services and their combinations;15.
    our ability to protect numerous Nokia, NAVTEQ and Nokia Siemens
    Networks patented, standardized or proprietary technologies from
    third-party infringement or actions to invalidate the
    intellectual property rights of these technologies;16.
    the impact of changes in government policies, trade policies,
    laws or regulations and economic or political turmoil in
    countries where our assets are located and we do business;17.
    any disruption to information technology systems and networks
    that our operations rely on;18.
    our ability to retain, motivate, develop and recruit
    appropriately skilled employees;19.
    unfavorable outcome of litigations;20.
    allegations of possible health risks from electromagnetic fields
    generated by base stations and mobile devices and lawsuits
    related to them, regardless of merit;21.
    our ability to achieve targeted costs reductions and increase
    profitability in Nokia Siemens Networks and to effectively and
    timely execute related restructuring measures;22.
    developments under large, multi-year contracts or in relation to
    major customers in the networks infrastructure and related
    services business;23.
    the management of our customer financing exposure, particularly
    in the networks infrastructure and related services business;24.
    whether ongoing or any additional governmental investigations
    into alleged violations of law by some former employees of
    Siemens AG (Siemens) may involve and affect the
    carrier-related assets and employees transferred by Siemens to
    Nokia Siemens Networks;25.
    any impairment of Nokia Siemens Networks customer relationships
    resulting from ongoing or any additional governmental
    investigations involving the Siemens carrier-related operations
    transferred to Nokia Siemens Networks;     6




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PART I  ITEM 1.
    IDENTITY
    OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS    ITEM 2.
    OFFER
    STATISTICS AND EXPECTED TIMETABLE    ITEM 3.
    KEY
    INFORMATION 3A. Selected
    Financial Data        Year Ended December 31,2005(1)


2006(1)


2007(1)


2008(1)


2009(1)


2009(1)(EUR)


(EUR)


(EUR)


(EUR)


(EUR)


(USD)(in millions, except per share data)Profit and Loss Account DataNet sales


34 191



41 121



51 058



50 710



40 984



58 738Operating profit


4 639



5 488



7 985



4 966



1 197



1 716Profit before tax


4 971



5 723



8 268



4 970



962



1 379Profit attributable to equity holders of the parent


3 616



4 306



7 205



3 988



891



1 277Earnings per share (for profit attributable to equity holders of
    the parent)Basic earnings per share


0.83



1.06



1.85



1.07



0.24



0.34Diluted earnings per share


0.83



1.05



1.83



1.05



0.24



0.34Cash dividends per share


0.37



0.43



0.53



0.40



0.40
(2)


0.57
(2)Average number of shares
    (millions of shares)Basic


4 366



4 063



3 885



3 744



3 705



3 705Diluted


4 371



4 087



3 932



3 780



3 721



3 721 7




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Year Ended December 31,2005(1)


2006(1)


2007(1)


2008(1)


2009(1)


2009(1)(EUR)


(EUR)


(EUR)


(EUR)


(EUR)


(USD)(in millions, except per share data)Balance Sheet DataFixed assets and other non-current assets


3 501



4 031



8 305



15 112



12 125



17 378Cash and other liquid
    assets(3)


9 910



8 537



11 753



6 820



8 873



12 717Other current assets


9 041



10 049



17 541



17 650



14 740



21 125Total assets


22 452



22 617



37 599



39 582



35 738



51 220Capital and reserves attributable to equity holders of the parent


12 309



11 968



14 773



14 208



13 088



18 758Minority interests


205



92



2 565



2 302



1 661



2 381Long-term interest-bearing liabilities


21



69



203



861



4 432



6 352Other long-term liabilities


247



327



1 082



1 856



1 369



1 962Borrowings due within one year


279



180



887



3 591



771



1 105Other current liabilities


9 391



9 981



18 089



16 764



14 417



20 662Total shareholders equity and liabilities


22 452



22 617



37 599



39 582



35 738



51 220Net interest-bearing
    debt(4)


(9 610
)


(8 288
)


(10 663
)


(2 368
)


(3 670
)


(5 260
)Share capital


266



246



246



246



246



353     (1)

    
    As from April 1, 2007, our consolidated financial data
    includes that of Nokia Siemens Networks on a fully consolidated
    basis. Nokia Siemens Networks, a company jointly owned by Nokia
    and Siemens, is comprised of our former Networks business group
    and Siemens carrier-related operations for fixed and
    mobile networks. Accordingly, our consolidated financial data
    for the years ended December 31, 2005 and 2006 is not
    directly comparable to any subsequent years and our consolidated
    financial data for the year ended December 31, 2007 is not
    directly comparable to any prior or subsequent years. Our
    consolidated financial data for the periods prior to
    April 1, 2007 included our former Networks business group
    only.(2)

    
    The cash dividend for 2009 is what the Board of Directors will
    propose for shareholders approval at the Annual General
    Meeting convening on May 6, 2010.(3)

    
    For the year ended December 31, 2009, cash and other liquid
    assets consist of the following captions from our consolidated
    balance sheets: (1) bank and cash,
    (2) available-for-sale
    investments, cash equivalents,
    (3) available-for-sale
    investments, liquid assets and (4) investments at fair
    value through profit and loss, liquid assets. For the previous
    years, cash and other liquid assets consist of the following
    captions from our consolidated balance sheets: (1) bank and
    cash,
    (2) available-for-sale
    investments, cash equivalents, and
    (3) available-for-sale
    investments, liquid assets.(4)

    
    Net interest-bearing debt consists of borrowings due within one
    year and long-term interest-bearing liabilities, less cash and
    other liquid assets.  Distribution of
    Earnings
   8




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Share
    Buy-backs
        EUR millionsNumber of shares


(in total)2005


315 010 000



4 2652006


212 340 000



3 4122007


180 590 000



3 8842008


157 390 000



3 1232009






   Cash
    Dividends
   9




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EUR millionsEUR per share


USD per ADS


(in total)2005


0.37



0.46



1 6412006


0.43



0.58



1 7612007


0.53



0.83



2 1112008


0.40



0.54



1 5202009


0.40
(1)



(2)


1 498
(1)     (1)

    
    The proposal of the Board of Directors for shareholders
    approval at the Annual General Meeting convening on May 6,
    2010.(2)

    
    The final US dollar amount will be determined on the basis of
    the decision of the Annual General Meeting and the dividend
    payment date.    Exchange Rate
    Data
    Exchange RatesRate at


Average


Highest


LowestFor the year ended December 31:

period end


rate


rate


rate(USD per EUR)2005


1.1842



1.2400



1.3476



1.16672006


1.3197



1.2661



1.3327



1.18602007


1.4603



1.3797



1.4862



1.29042008


1.3919



1.4695



1.6010



1.24462009


1.4332



1.3935



1.5100



1.2547   For the month ended:September 30, 2009


1.4630



1.4575



1.4795



1.4235October 31, 2009


1.4755



1.4821



1.5029



1.4532November 30, 2009


1.4994



1.4908



1.5085



1.4658December 31, 2009


1.4332



1.4579



1.5100



1.4243January 31, 2010


1.3870



1.4266



1.4536



1.3870February 28, 2010


1.3660



1.3680



1.3955



1.3476    10




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3B.
    Capitalization and Indebtedness   3C. Reasons for
    the Offer and Use of Proceeds   3D. Risk
    Factors    We need to
    have a competitive portfolio of high quality products and
    services and their combinations that are preferred, purchased
    and used by our current and potential customers and consumers.
    If we fail to achieve or maintain a competitive portfolio, our
    business, sales and results of operations may be materially
    adversely affected.
       11




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Our sales and
    profitability have been, and continue to be, driven to a
    significant extent by our success in the traditional mobile
    device market. Increasingly, however, our sales and
    profitability depend on our success in the market for converged
    mobile devices. Our failure to effectively, timely and
    profitably adapt our business and operations to the developing
    requirements of the converged mobile device market could have a
    material adverse effect on our business, results of operations,
    particularly our profitability, and our financial
    condition.
    and/or
   13




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
    improve our converged mobile device user experience, which will
    depend on how well we integrate the hardware, software and
    services elements in a seamless, reliable and stable manner; how
    intuitive the user interface is for consumers, including how
    easy it is for them to discover and use our applications and
    content; and how well we develop and manage the appropriate
    technological infrastructure to support a rich user experience;
    develop and scale up our services offering by expanding
    geographically, in particular in partnership with more operators;
    become an attractive long-term partner for application
    developers, content providers and industry-leading technology
    providers seeking access to mobile consumers, which will depend
    on whether we can provide the necessary technologies, including
    software platforms and software developer tools, that they
    prefer and that are compatible with other relevant technologies;
    create profitable business models where our converged mobile
    devices, particularly the services sold with them, are preferred
    by consumers to less expensive or free alternatives, either sold
    by us independently or in cooperation with operators;
    position the Nokia brand as representing the same high quality
    and desirability in converged mobile devices as in traditional
    mobile devices; and
    optimize our competitive strengths in the traditional mobile
    device market in the development of our converged mobile device
    business.     14




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Competition in
    the various markets where we do businesstraditional mobile
    devices, converged mobile devices, digital map data and related
    location-based content, and mobile and fixed network
    infrastructure and related servicesis intense. Our failure
    to maintain or improve our market position or respond
    successfully to changes in the competitive environment in those
    markets may have a material adverse effect on our business,
    sales and results of operations.
    Traditional Mobile Devices:
   15




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Converged Mobile Devices:
    Digital Map Data and Related Location-based
    Content:
  Mobile and Fixed Network Infrastructure and Related
    Services:
 16




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Any actual or
    even alleged defects or other quality, safety and security
    issues in our products and services and their combinations,
    including but not limited to the hardware, software and content
    used in our products, or any loss, improper disclosure or
    leakage of any personal or consumer data collected by us, made
    available to us or stored in or through our products and
    services, could materially adversely affect our sales, results
    of operations, reputation and the value of the Nokia
    brand.
     17




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We are a
    global company and have sales in most countries of the world
    and, consequently, our sales and profitability are dependent on
    the development of the mobile and fixed communications industry
    in numerous diverse markets, as well as on general economic
    conditions globally and regionally.
   18




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
    limit the availability of credit which may have a negative
    impact on the financial condition, and in particular on the
    purchasing ability, of some of our distributors, independent
    retailers and network operator customers and may also result in
    requests for extended payment terms, credit losses,
    insolvencies, limited ability to respond to demand or diminished
    sales channels available to us;
    cause financial difficulties for our suppliers and collaborative
    partners which may result in their failure to perform as planned
    and, consequently, in delays in the delivery of our products and
    services, including applications and content;
    increase volatility in exchange rates which may increase the
    costs of our products and services that we may not be able to
    pass on to our customers and result in significant competitive
    benefit to certain of our competitors that incur a material part
    of their costs in other currencies than we do; hamper our
    pricing; and increase our hedging costs and limit our ability to
    hedge our exchange rate exposure;
    result in inefficiencies due to our deteriorated ability to
    appropriately forecast developments in our industry and plan our
    operations accordingly, delayed or insufficient investments in
    new market segments and failure to adjust our costs
    appropriately;
    cause reductions in the future valuations of our investments and
    assets and result in impairment charges related to goodwill or
    other assets due to any significant underperformance relative to
    historical or projected future results by us or any part of our 19




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business or any significant changes in the manner of our use of
    acquired assets or the strategy for our overall business;  
    cause lowered credit ratings of our short and long-term debt or
    their outlook from the credit rating agencies and, consequently,
    impair our ability to raise new financing or refinance our
    current borrowings and increase our interest costs associated
    with any new debt instruments;
    result in failures of derivative counterparties or other
    financial institutions which could have a negative impact on our
    treasury operations;
    result in increased and/or more volatile taxes which could
    negatively impact our effective tax rate; and
    impact our investment portfolio and other assets and result in
    impairment.    Our business
    and results of operations, particularly our profitability, may
    be materially adversely affected if we are not able to
    successfully manage costs related to our products and services
    and their combinations, and to our operations.
       20




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Our net sales,
    costs and results of operations, as well as the US dollar value
    of our dividends and market price of our ADSs, are affected by
    exchange rate fluctuations, particularly between the euro, which
    is our reporting currency, and the US dollar, the Japanese yen
    and the Chinese yuan, as well as certain other
    currencies.
    We depend on a
    limited number of suppliers for the timely delivery of
    sufficient quantities of fully functional components,
    sub-assemblies,
    software, applications and content and for their compliance with
    our supplier requirements, such as our own and our
    customers and consumers product quality, safety,
    security and other standards. Their failure to deliver or meet
    those requirements could materially adversely affect our ability
    to deliver our products and services and their combinations
    successfully and on time.
  sub-assemblies,
 21




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sub-assemblies sub-assemblies
    sub-assemblies,
  and/or
  We are
    developing new technologies, products and services, including
    applications and content, in collaboration with other companies.
    We believe that success in the converged mobile device market in
    particular requires such collaboration and partnering. If any of
    those companies were to fail to perform as planned or if we fail
    to achieve the collaboration or partnering arrangements needed
    to succeed, we may not be able to bring our products and
    services to market successfully or in a timely way and this
    could have a material adverse effect on our sales and results of
    operations.
   22




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Our sales and
    results of operations could be materially adversely affected if
    we fail to efficiently manage our manufacturing, service
    creation and delivery as well as logistics without interruption
    or make timely and appropriate adjustments, or fail to ensure
    that our products and services meet our and our customers
    and consumers requirements and are delivered on time and
    in sufficient volumes.
     23




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Our products
    and services and their combination include increasingly complex
    technologies, some of which have been developed by us or
    licensed to us by certain third parties. As a consequence,
    evaluating the rights related to the technologies we use or
    intend to use is more and more challenging, and we expect
    increasingly to face claims that we have infringed third
    parties intellectual property rights. The use of these
    technologies may also result in increased licensing costs for
    us, restrictions on our ability to use certain technologies in
    our products and services and/or costly and time-consuming
    litigation, which could have a material adverse effect on our
    business, results of operations and financial
    condition.
       24




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Our products
    and services and their combination include numerous Nokia,
    NAVTEQ and Nokia Siemens Networks patented, standardized or
    proprietary technologies on which we depend. Third parties may
    use without a license or unlawfully infringe our intellectual
    property or commence actions seeking to establish the invalidity
    of the intellectual property rights of these technologies. This
    may have a material adverse effect on our business and results
    of operations.
   25




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Our sales
    derived from, and assets located in, emerging market countries
    may be materially adversely affected by economic, regulatory and
    political developments in those countries or by other countries
    imposing regulations against imports to such countries. As sales
    from those countries represent a significant portion of our
    total sales, economic or political turmoil in those countries
    could materially adversely affect our sales and results of
    operations. Our investments in emerging market countries may
    also be subject to other risks and uncertainties.
    Changes in
    various types of regulation and trade policies in countries
    around the world could have a material adverse effect on our
    business and results of operations.
   26




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Our operations
    rely on the efficient and uninterrupted operation of complex and
    centralized information technology systems and networks. If a
    system or network inefficiency, malfunction or disruption
    occurs, this could have a material adverse effect on our
    business and results of operations.
    If we are
    unable to retain, motivate, develop and recruit appropriately
    skilled employees, our ability to implement our strategies may
    be hampered and, consequently, could have a material adverse
    effect on our business and results of operations.
   27




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An unfavorable
    outcome of litigation could have a material adverse effect on
    our business, results of operations and financial
    condition.
        Allegations of
    possible health risks from the electromagnetic fields generated
    by base stations and mobile devices, and the lawsuits and
    publicity relating to this matter, regardless of merit, could
    have a material adverse effect on our sales, results of
    operations, share price, reputation and brand value by leading
    consumers to reduce their use of mobile devices, by increasing
    difficulty in obtaining sites for base stations, or by leading
    regulatory bodies to set arbitrary use restrictions and exposure
    limits, or by causing us to allocate additional monetary and
    personnel resources to these issues.
       28




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Nokia Siemens
    Networks
    In response to
    its declined market share and deteriorated financial
    performance, Nokia Siemens Networks announced in 2009 a plan to
    improve its financial performance by reducing operating expenses
    and other costs and increasing profitability. If Nokia Siemens
    Networks is unable to execute its plan effectively and timely or
    if the plan fails to achieve the desired results, that may have
    a material adverse effect on our business, results of operations
    and financial condition.
          The networks
    infrastructure and related services business relies on a limited
    number of customers and large multi-year contracts. Unfavorable
    developments under such a contract or in relation to a major
    customer may have a material adverse effect on our business,
    results of operations and financial condition.
   29




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Providing
    customer financing or extending payment terms to customers can
    be a competitive requirement in the network infrastructure and
    related services business and may have a material adverse effect
    on our business, results of operations and financial
    condition.
     30




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Some of the
    Siemens carrier-related operations transferred to Nokia Siemens
    Networks have been and continue to be the subject of various
    criminal and other governmental investigations related to
    whether certain transactions and payments arranged by some
    former employees of Siemens were unlawful. As a result of those
    investigations, government authorities and others have taken and
    may take further actions against Siemens and/or its employees
    that may involve and affect the assets and employees transferred
    by Siemens to Nokia Siemens Networks, or there may be undetected
    additional violations that may have occurred prior to the
    transfer or violations that may have occurred after the transfer
    of such assets and employees that could have a material adverse
    effect on Nokia Siemens Networks and our reputation, business,
    results of operations and financial condition.
      and/or
   31




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ITEM 4.
    INFORMATION
    ON THE COMPANY 4A. History and
    Development of the Company      History
      
    In 1967, we took our current form as Nokia Corporation under the
    laws of the Republic of Finland. This was the result of the
    merger of three Finnish companies: Nokia AB, a wood-pulp mill
    founded in 1865; Finnish Rubber Works Ltd, a manufacturer of
    rubber boots, tires and other rubber products founded in 1898;
    and Finnish Cable Works Ltd, a manufacturer of telephone and
    power cables founded in 1912.
    We entered the telecommunications equipment market in 1960 when
    an electronics department was established at Finnish Cable Works
    to concentrate on the production of radio-transmission equipment.
    Regulatory and technological reforms have played a role in our
    success. Deregulation of the European telecommunications
    industries since the late 1980s stimulated competition and
    boosted customer demand.
    In 1982, we introduced the first fully-digital local telephone
    exchange in Europe, and in that same year we introduced the
    worlds first car phone for the Nordic Mobile Telephone
    analog standard.
    The technological breakthrough of GSM, which made more efficient
    use of frequencies and had greater capacity in addition to
    high-quality sound, was followed by the European resolution in
    1987 to adopt GSM as the European digital standard by
    July 1, 1991.
    The first GSM call was made with a Nokia phone over the
    Nokia-built network of a Finnish operator called Radiolinja in
    1991, and in the same year Nokia won contracts to supply GSM
    networks in other European countries.
    In the early 1990s, we made a strategic decision to make
    telecommunications our core 32




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business, with the goal of establishing leadership in every
    major global market. Basic industry and non-telecommunications
    operationsincluding paper, personal computer, rubber,
    footwear, chemicals, power plant, cable, aluminum and television
    businesseswere divested during the period from 1989 to
    1996.  
    Mobile communications evolved rapidly during the 1990s and early
    2000s, creating new opportunities for devices in entertainment
    and enterprise use. This trendwhere mobile devices
    increasingly support the features of single-purposed product
    categories such as music players, cameras, pocketable computers
    and gaming consolesis often referred to as digital
    convergence.
    Nokia Siemens Networks began operations on April 1, 2007.
    The company, jointly owned by Nokia and Siemens and consolidated
    by Nokia, combined Nokias networks business and
    Siemens carrier-related operations for fixed and mobile
    networks.
    Since 2007, we have continued to develop our services offering
    with acquisitions of key technologies, content and expertise.
    For example, in 2008 we acquired NAVTEQ, a leading provider of
    comprehensive digital map information and related location-based
    content and services. In 2009, we acquired certain assets of
    cellity, a mobile software company that has developed a solution
    for aggregating address book data, as well as certain assets of
    Plum Ventures, Inc that develops and operates a cloud-based
    social media sharing and messaging service for private groups.
    We also acquired Dopplr Oy, a mobile service provider for
    international travelers. These acquisitions along with others
    have brought us additional Internet services expertise and are
    enabling us to accelerate the delivery of services we offer
    through Ovi, our Internet services brand.
    In 2008, we completed the acquisition of Symbian Limited, the
    company that developed and licensed Symbian operating system,
    the market-leading smartphone software platform. The acquisition
    was an important step by Nokia and industry partners to develop
    Symbian operating system into an open and unified mobile
    software platform. Symbian Foundation, a non-profit
    organization, now manages the platform which has been fully open
    source and available royalty-free since February 2010.
    As part of our efforts to concentrate on services that we have
    identified as core to Nokias offering, we have also made
    disposals, including, most recently, the sale of Identity
    Systems, an enterprise software development business; the sale
    of our security appliance business; and the sale of Symbian
    Professional Services.  Organizational
    Structure
    Devices & Services
  NAVTEQ
  Nokia Siemens Networks
 33




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Other
      1800-8000.
 4B. Business
    Overview  Devices &
    Services
    Overview
    and/or
 34




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Mobile
    Phones
      Series 40-based
 35




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
    Nokia 2323 classic, an affordable mobile device offering an FM
    radio with recording and an Internet browser.
    Nokia 2330 classic, an affordable mobile device equipped with an
    integrated camera.
    Nokia 3720 classic, a rugged handset designed to resist water,
    dust and shock.
    Nokia 5130 XpressMusic, an affordable handset optimized for
    music and equipped with a 2 megapixel camera.
    Nokia 6303 classic, featuring a 3.2 megapixel camera, an
    Internet browser and long battery life.
    Nokia 6700 classic, equipped with a 5 megapixel camera, assisted
    GPS navigation and high speed data access.
    Nokia X3, an affordable music device with stereo speakers,
    built-in FM radio and a 3.2 megapixel camera.  Series 40-based
  Series 40-powered
    Smartphones
     36




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
    Nokia N97, featuring a tilting 3.5 inch touch display with a
    full QWERTY keyboard, a 5 megapixel camera, integrated A-GPS
    sensors and an electronic compass, and 32 GB of on-board memory.
    Nokia N97 mini, a smaller companion to the Nokia N97, featuring
    a tilting 3.2 inch touch display, QWERTY keyboard and fully
    customizable homescreen.
    Nokia 5230, an affordable touch smartphone that, in select
    markets, will also be available with Comes With Music,
    Nokias all-you-can-eat music offering.
    Nokia 5800 Navigation Edition, a touch handset preloaded with a
    lifetime of voice-guided Drive and Walk navigation licenses for
    the users region.
    Nokia E72, a device designed especially for business use and
    messaging, and featuring a full QWERTY keyboard, a 5 megapixel
    camera and assisted GPS.
    Nokia E75, featuring a slide out QWERTY keyboard, 3.2 megapixel
    camera and assisted GPS.
    Nokia X6, a powerful, touch entertainment device with 32 GB of
    on-board memory that, in select markets, is available in
    combination with Comes With Music.      
    We launched Ovi Store, a one-stop shop for applications and
    content for millions of Nokia device users. Since the launch of
    the global store in English, Nokia has rolled out several
    localized stores featuring local content in multiple languages.
    Nokia is also partnering with operators around the world to
    offer mobile billing, enabling users to add purchases made in
    the store directly to their mobile phone bill. For developers,
    Ovi Store represents an increasingly important channel through
    which they can make their applications and content available to
    Nokia users for free or for a fee. Visitors to the store can
    choose from a growing assortment, ranging from newspaper
    applications and games to video and city guides.
    We continued to develop Ovi Maps, a service that gives consumers
    access to mapping and, for those with GPS-enabled Nokia mobile
    devices, navigation. Ovi Maps utilizes NAVTEQs digital
    maps database and is evolving from a static map to a dynamic
    platform upon which users can add their own content and access
    location-based services as well as content placed on the map by
    third parties, such as Lonely Planet, Michelin and WCities.
    During January 2010, Nokia 37




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introduced a new version of Ovi Maps for its smartphones that
    includes navigation at no extra cost for consumers available for
    download on Nokias web site. This new version of Ovi Maps
    includes high-end car and pedestrian navigation features, such
    as
    turn-by-turn
    voice guidance for 74 countries, in 46 languages, and
    traffic information for more than 10 countries, as well as
    detailed maps for more than 180 countries.  
    In Russia, we launched Ovi Music, representing the first step to
    bring Nokia Music Storeour chain of digital music
    storesinto the Ovi stable of services. During 2010, we
    plan to migrate our existing Nokia Music Stores in different
    countries to Ovi Music, bringing a number of benefits such as a
    single account and a sleek and simple Ovi look and feel and
    other user experience improvements. The Ovi Music catalog has
    more than 9 million tracks available for download.
    For application developers and content providers, we made
    available the Ovi SDK (software development kit), the Ovi Maps
    Player API (application programming interface) and Ovi
    Navigation API, enabling the creation of sophisticated
    applications for the web as well as the Symbian and Maemo
    platforms. Ovi developer tools are a key area of focus as we
    continue to expand our services offering for consumers and
    create opportunities for developers and content providers.    
    We continued to grow Nokia Messaging, our consumer push email
    and instant messaging service which pushes email from all of the
    worlds major consumer email services
    providersincluding Gmail, Yahoo! Mail and Windows Live
    Hotmaildirectly to the users device. By March 2010,
    Nokia Messaging was available in more than 100 countries, with
    agreements in place with more than 70 operators.
    We continued to expand Comes With Music, where following the
    purchase of a Comes With Music-edition mobile device, such as
    the Nokia X6, users can download freely from a catalog of
    millions of tracks for a pre-defined period of
    timetypically one year or longerand keep the music
    once that period is up. By March 2010, Comes With Music was
    available in 27 markets, including Brazil and Russia, across a
    range of Nokia mobile devices.
    We formed a global alliance with Microsoft to design and market
    a suite of productivity applications for Nokias
    smartphones, starting with Nokias business-optimized
    Eseries range of devices.
    We launched Ovi lifecasting, an application developed together
    with Facebook that enables people to publish their location and
    status updates directly to their Facebook account from the home
    screen of a mobile device.  Mobile
    Computers
     38




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time-to-market
  all-day
  Sales and
    Marketing
  Sales
      Marketing
      Production
  low-to-medium
 39




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state-of-the-art
      Design and
    user experience
        Research and
    Development
    set-up
   40




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
    Rich Context ModelingInteractions between people and their
    surroundings, location, and social environment provide the basis
    for new classes of services in areas such as traffic, health and
    entertainment, enabling new business models to emerge.
    New User InterfaceFuture user interfaces will utilize
    intelligence and context-awareness to enhance user experiences,
    integrating the personalized and adaptive aspects of devices
    with data-sharing capabilities.
    High Performance Mobile PlatformsResearch focuses on
    improving the
    performance-to-power
    ratio, delivering new sensing capabilities as well as extending
    platform architecture to enable interoperability and facilitate
    application development.
    Cognitive RadioResearch in this area examines ways to
    utilize wireless spectrum dynamically to improve connectivity
    and capacity and enable large-scale sensing.      Strategic
    Sourcing and Partnering
     41




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Patents and
    Licenses
           42




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Competition
    and/or
   43




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
    non-branded mobile device manufacturers, especially mobile
    network operators, which are increasingly offering mobile
    devices under their own brand;
    providers of specific hardware and software layers within
    products and servicesmeaning that we also face competition
    at the level of those layers rather than solely at the level of
    complete products and services and their combinations;
    companies in related industries, such as Internet-based product
    and service providers, network operators and business device and
    solution providers and consumer electronics
    manufacturerssome of whom now manufacture their own
    devices; and
    vendors of both legitimate, as well as unlicensed and
    counterfeit, products with manufacturing facilities primarily
    centered around certain locations in Asia and other emerging
    markets, which produce often inexpensive devices, with sometimes
    low quality and limited after-sales services, that take
    advantage of licensed and unlicensed commercially available free
    software platforms and other free or low cost components,
    software and content.    NAVTEQ
  Overview
     44




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
    NAVTEQ announced the availability of Motorway Junction Objects,
    which enables navigation systems to display full 3D animation of
    complex junctions, in Australia, Europe and North America with
    coverage of over 8 000 locations.
    NAVTEQ announced that NAVTEQ Discover Cities reached a global
    pedestrian navigation milestone of 100 cities.
    NAVTEQ announced the availability of NAVTEQ LocationPoint, a
    location-based advertising service for mobile applications, in
    several European countries, as well as agreements with AAA,
    Loopt and Nextar in North America to utilize the offering.
    NAVTEQ launched real time traffic in 11 European countries and
    expanded NAVTEQ Traffic Patterns to nine European countries.
    NAVTEQ launched maps in Chile, Venezuela, Iceland and Croatia,
    along with a significant increase in major city coverage in its
    India map to now encompass 84 cities.
    NAVTEQ announced that it signed an agreement with Samsung
    Electronics providing access to all countries in the NAVTEQ
    database as well as NAVTEQs Visual Content, Speed Limits,
    Extended Lanes and NAVTEQ Discover Cities.
    NAVTEQ announced a global technology agreement with Microsoft to
    allow the rapid deployment of innovative collection
    capabilities, as well as accelerating the collection, creation
    and storage of 3D map data and visuals.
    NAVTEQ announced the integration of Nokia GPS data for
    availability in NAVTEQ traffic products in North America and
    Europe.    
    Advanced Driver Assistance Systemsare in-vehicle
    applications that require highly accurate and comprehensive
    geographic data, such as curve, slope, speed limits and highly
    detailed geometry, to enhance various fuel efficiency, safety
    feature and driver advisory systems.
    Dynamic navigationis real-time, detailed
    turn-by-turn
    route guidance which can be provided to end-users through
    vehicle navigation systems, as well as through GPS-enabled
    handheld navigation devices, and other mobile devices.
    Route planningconsists of driving directions, route
    optimization and map display through services provided by
    Internet portals and through computer software for personal and
    commercial use.
    Location-based servicesinclude location-specific
    information services, providing information about people and
    places that is tailored to the immediate proximity of the
    specific user. Current applications using NAVTEQs map
    database include points of interest locators, mobile directory
    assistance services, emergency response systems and
    vehicle-based telematics services.
    Geographic information systemsrender geographic
    representations of information and assets 45




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for management analysis and decision making. Examples of these
    applications include infrastructure cataloging and tracking for
    government agencies and utility companies, asset tracking and
    fleet management for commercial logistics companies and
    demographic analysis.      Sales and
    Marketing
  Sales
        Marketing
   46




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Technology,
    Research and Development
    Patents and
    Licenses
    Competition
    Nokia Siemens
    Networks
  Overview
     47




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
    Nokia Siemens Networks won 29 new 3G contracts during 2009,
    confirming its industry-leading position in wireless broadband.
    The company secured key deals across the globe including
    contracts with: Softbank in Japan; Telenor in Denmark and
    Sweden; Megafon in Russia; Hutchison Telecom in Hong Kong; China
    Unicom and China Mobile; Nuevatel in Bolivia; and Viettel and
    Vinaphone in Vietnam.
    Nokia Siemens Networks took significant steps forward in LTE,
    making the worlds first LTE call and handover on
    commercial software and started LTE interoperability tests with
    four leading device vendors. By the end of 2009, Nokia Siemens
    Networks had shipped capable LTE hardware to most of its 3G
    customers, demonstrating readiness to support operators all over
    the world in the first commercial deployments of LTE.
    Nokia Siemens Networks was selected to provide LTE networks for
    Zain Bahrain and Telenor Denmark, taking commercial LTE
    references to six, including a deal with Verizon, the United
    States operator, which selected Nokia Siemens Networks as a
    supplier of its IP Multi-Media Subsystem (IMS) network, which
    will enable rich multimedia applications across its networks.
    Nokia Siemens Networks signed 37 new Managed Services contracts
    in 2009, breaking into new geographic markets across the world,
    including contracts with Orange in the United Kingdom and Spain,
    Oi in Brazil, Zain in Nigeria and East Africa and Unitech in
    India.
    Nokia Siemens Networks extended its global services delivery
    capability with the inauguration of a Global Networks Solutions
    Centre in Noida, India.
    Nokia Siemens Networks announced a number of technological
    advances including the launch of the Flexi Multiradio base
    station which allows GSM/EDGE, WCDMA/HSPA/HSPA+ and LTE 48




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standards to run concurrently in a single unit, and the Evolved
    Packet Core for LTE that will enable operators to efficiently
    offer a full range of data, voice, and high-quality and
    real-time multimedia services over different wireless standards
    using the same open platform in the core network.  
    Nokia Siemens Networks launched new solutions including
    FlexiPacket Microwave, a next generation full packet microwave
    solution which combines Carrier Ethernet Transport with
    Microwave Radio, and charge@once unified and business solutions
    that allow operators to combine charging and billing.  Nokia Siemens
    Networks Business Units
    Business Solutions
  
    Consulting and Systems Integration;
    Operations and Business Software which provides network and
    service management software and charging and billing software;
    and
    Subscriber Database Management.  Global Services
  
    Managed Services: from network planning and optimization to
    network operations;
    Care: from software and hardware maintenance, proactive and
    multi-vendor care to competence development services; and
    Network Implementation: from project management to turnkey
    implementations and energy efficient sites.  Network Systems
     49




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Sales and
    Marketing
  Sales
      Marketing
    Production
        best-in-class
  sub-assemblies sub-assemblies contract-by-contract
 50




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Technology,
    Research and Development
      peer-to-peer, person-to-person
  Patents and
    Licenses
    Competition
    break-up
   51




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Compliance
    program
   52




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
    Preventionraise awareness through clear policies
    and training of employees.
    Detectionencourage people to report any concerns or
    suspected cases of improper business practices by providing
    clear reporting channels and an anonymous whistle-blowing
    mechanism, and develop tools to identify potential issues, for
    example, by detecting anomalies in expense claims.
    Correctioninvestigate all reported concerns and
    take appropriate action when cases of corruption are confirmed,
    for example, through disciplinary action, dismissals, training
    or clarification of policies.
    Interactioncollaborate with others in the industry,
    including competitors, customers and suppliers, to promote
    adoption of high ethical standards industry-wide.      SeasonalityDevices &
    Services, NAVTEQ and Nokia Siemens Networks
    Sales in
    sanctioned countriesDevices & Services, NAVTEQ
    and Nokia Siemens Networks
    Government
    RegulationDevices & Services, NAVTEQ and Nokia
    Siemens Networks
   53




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Corporate
    ResponsibilityDevices & Services, NAVTEQ and
    Nokia Siemens Networks
  In the following description of our corporate responsibility
    activities, Nokia refers to Nokia excluding NAVTEQ
    and Nokia Siemens Networks.
    CustomersCorporate
    Responsibility
  Accessibility of
    Nokia Devices
    
    enhanced voice functions on selected device models, allowing
    users to make and receive calls, read messages and send audio
    messages in eyes-free, hands-free mode;
    an improved version of Nokia Magnifier, an application that uses
    the device camera as a magnifier helping users to read small
    print, and which is available for download at Ovi Store; and
    Nokia Braille Reader, an experimental application that helps
    visually impaired people read text messages using Braille and
    tactile feedback. 54




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EmployeesCorporate
    Responsibility
  Values
  achieving together very human engaging
    you passion for innovation
    Focus on customer Communicate Openly Innovate Inspire Win together
  Code of
    Conduct
        24-hour
 55




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Labor Conditions
    at Manufacturing Facilities
      on-site E-TASC E-TASC, e-Sustainability
  E-TASC
  Promoting
    Diversity in the Workplace
      Form 20-F
  Voluntary
    Attrition at Nokia
   56




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SuppliersCorporate
    Responsibility
  Nokia
            on-site E-TASC E-TASC, e-Sustainability E-TASC
     57




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Nokia Siemens
    Networks
            E-TASC,
  SocietyCorporate
    Responsibility
  Nokia
    
    We continued the development of mobile data-gathering
    technology, aimed at helping organizations to collect field data
    without the use of paper forms. This approach is faster, 58




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cheaper and more effective. Nokias mobile data-gathering
    technology has, for example, been used for the institution of
    civil registration systems essential for good governance in
    post-conflict countries, as well as deployed to support
    humanitarian work and aid those working in the agriculture and
    health sectors. In Brazil, the technology has been used to
    monitor outbreaks of disease and the effectiveness of prevention
    programs in the city of Manaus. During 2009, real-time and
    accurate GPS data helped reduce the incidence of dengue fever in
    Manaus by enabling the identification and eradication of dengue
    mosquito larvae before they could transmit the disease.  
    Nokia formally introduced Nokia Education Delivery, a software
    solution that enables the delivery of interactive multi-media
    learning materials and enhanced teaching skills to the
    classrooms of schools in the developing world using mobile
    technology. The solution has been designed especially for people
    living in remote areas, where access to educational resources is
    scarce. It is based on an earlier, satellite-based system.
    However, as mobile networks have spread, we have been able to
    migrate the concept to mobile networks, lowering costs and
    complexity in implementation. In 2009, Nokia Education Delivery
    was adopted by the education systems in the Philippines and
    Tanzania, with trials also taking place in Chile.
    We continued to support a variety of community initiatives
    around the world, with activities underway in over 40 countries.
    These projects are tailored to the needs of local communities
    and address issues such as education, employability and health,
    and encourage young people to contribute to their local
    communities.  Nokia Siemens
    Networks
          EnvironmentCorporate
    Responsibility
  Environmental
    management at Nokia
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Nokias
    climate strategy
    
    Nokia products and services
    Nokia operations
    Nokia facilities
    Leveraging mobile and virtual tools in the way of working and
    management practices          Nokias
    ecosystem services
    Recycling Nokia
    Devices
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Energy Saving in
    Nokia Devices
  best-in-class
      Materials in
    Nokia Devices and Packaging
     61




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Promoting
    Sustainability through Nokia Services
        Nokia Group
    Facilities: Energy, Emissions and Environmental
    Certifications
      3
    Nokia:
    Electromagnetic Fields
   62




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Nokia Siemens
    Networks: Environment
    
    Minimizing its environmental footprint.
    Combining environmental and business benefits for a sustainable
    solution.
    Maximizing the positive impact of telecommunications on other
    industries.          Nokia Siemens
    Networks: Electromagnetic Fields
   63




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4C.
    Organizational Structure    Nokia


NokiaCountry of

Ownership


VotingCompany

Incorporation

Interest


InterestNokia Inc

United States


100
%


100
%Nokia GmbH

Germany


100
%


100
%Nokia UK Limited

England & Wales


100
%


100
%Nokia TMC Limited

South Korea


100
%


100
%Nokia Telecommunications Ltd

China


83.9
%


83.9
%Nokia Finance International B.V.

The Netherlands


100
%


100
%Nokia Komárom Kft

Hungary


100
%


100
%Nokia India Pvt Ltd

India


100
%


100
%Nokia Italia S.p.A

Italy


100
%


100
%Nokia Spain S.A.U

Spain


100
%


100
%Nokia Romania SRL

Romania


100
%


100
%Nokia do Brasil Tecnologia Ltda

Brazil


100
%


100
%OOO Nokia

Russia


100
%


100
%NAVTEQ Corporation

United States


100
%


100
%Nokia Siemens Networks B.V.

The Netherlands


50
%(1)


50
%(1)Nokia Siemens Networks Oy

Finland


50
%


50
%Nokia Siemens Networks GmbH & Co KG

Germany


50
%


50
%Nokia Siemens Networks Pvt. Ltd

India


50
%


50
%     (1)

    
    Nokia Siemens Networks B.V., the ultimate parent of the Nokia
    Siemens Networks group, is owned approximately 50% by each of
    Nokia and Siemens and consolidated by Nokia. Nokia effectively
    controls Nokia Siemens Networks as it has the ability to appoint
    key officers and the majority of the members of its Board of
    Directors and, accordingly, Nokia consolidates Nokia Siemens
    Networks. 4D. Property,
    Plants and Equipment   64




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ProductiveCapacity, NetCountry

Location and Products

(m(2))(1)BRAZIL

Manaus: mobile devices


12 497CHINA

Beijing: mobile devices


30 936Dongguan: mobile devices


20 260Beijing: mobile core systems, radio controllers


12 000Shanghai: base stations, broadband access systems,  transmission
    systems


13 079Suzhou: base stations


17 000FINLAND

Salo: mobile devices


29 565Oulu: base stations


14 000GERMANY

Berlin: optical transmission systems


17 800Bruchsal: fixed and mobile core systems, broadband access
    products, transmission systems


24 852HUNGARY

Komárom: mobile devices


30 525INDIA

Chennai: mobile devices


20 895Chennai: mobile base station controllers, microwave radio and
    access line-card products, base stations


7 800Kolkata: fixed switching


2 350MEXICO

Reynosa: mobile devices


18 673REPUBLIC OF KOREA

Masan: mobile devices


38 789ROMANIA

Cluj: mobile devices


14 309UNITED KINGDOM

Fleet: mobile devices


2 728     (1)
    
    Productive capacity equals the total area allotted to
    manufacturing and to the storage of manufacturing-related
    materials. ITEM 4A. UNRESOLVED
    STAFF COMMENTS    ITEM 5.
    OPERATING
    AND FINANCIAL REVIEW AND PROSPECTS 5A. Operating
    Results       65




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Principal Factors
    and Trends Affecting our Results of Operations
  Devices &
    Services
     66




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##### Table of Contents




    we expect industry mobile device volumes to be up approximately
    10% in 2010, compared to 2009;
    we target our mobile device volume market share to be flat in
    2010, compared to 2009; and
    we target to increase our mobile device value market share
    slightly in 2010, compared to 2009.    
    Our product modeof operation aims to ensure that we
    maintain our global market position in the high volume mobile
    phone business. With the product mode of operation we seek to
    satisfy consumers with affordable devices that embed selected
    services.
    Our focus in the solutions modeof operation is on the
    complete user experience and the seamless integration of
    hardware, services, applications, content and context. Providing
    this experience requires disciplined cross-company execution and
    attractive platforms for partners, third-party developers and
    content providers, as well as managing the consumer relationship
    during the whole solution lifecycle with software updates and
    service promotions. This focus is aimed at achieving high ASPs
    and margins, as well as driving additional services revenue.    
    Scale: Our substantial scale contributes to our
    lower cost structure and our ability to invest in innovation. In
    addition to manufacturing and logistics efficiencies and
    strategic sourcing and partnering benefits that contribute to
    lower costs of goods sold, we are able to enjoy scale
    efficiencies in our operating costs. For example, Nokias
    distribution and marketing efforts can be spread across a broad
    portfolio of offerings in contrast to smaller competitors that
    often focus on a specific geographical market, price segment or
    product category.
    Brand: As the devices business is a consumer
    business, brand is a major differentiating factor with broad
    effects on market position and pricing. The Interbrand annual
    rating of 2009 Best Global Brands positioned Nokia as the fifth
    most-valued brand in the world for the third consecutive year. 67




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
    Manufacturing and logistics: We enjoy a world-class
    manufacturing and logistics system, which is designed to deliver
    quality hardware and respond quickly to customer demand. During
    2009, we made over one million devices per day in our nine main
    device manufacturing facilities globally.
    Strategic sourcing and partnering: We source
    components from a global network of strategic partners, and we
    partner with leading companies for software, applications and
    content. We focus our partnering efforts on the creation of
    differentiated solutions which we believe influence consumer
    purchasing decisions. We also partner with operators offering
    them opportunities to profit by promoting services adoption with
    us.
    Distribution: Nokia has the industrys largest
    distribution network with over 650 000 points of sale globally.
    Compared to our competitors, we have a substantially larger
    distribution and care network, particularly in China, India and
    Middle East and Africa.
    R&D and Software Platforms: We invest
    significantly in research and development to continuously
    develop and renew our portfolio of products and services and
    their combinations to enable us to effectively target all major
    consumer segments and prices points, while meeting the local
    requirements and preferences of our customers and consumers in
    the different markets we serve, on a short, medium and long-term
    basis. To support the continued enrichment and development of
    the user experience in our mobile devices we have invested
    significantly in our software platforms: Series 30,
    Series 40, Symbian and Maemo, which is being combined with
    Intels Moblin platform to create a new software platform
    called MeeGo. These software assets are designed to balance
    usability, features and cost in a flexible manner across our
    wide range of market segments, price points and user groups. We
    have also developed crossplatform software development tools
    that run and facilitate application and content development
    across different software platforms.
    Intellectual Property: Success in our industry
    requires significant research and development investments, with
    intellectual property rights filed to protect those investments
    and related inventions. We believe that Nokia has built one of
    the strongest and broadest patent portfolios in the industry.
    Since the early 1990s, we have invested approximately
    EUR 40 billion cumulatively in research and
    development, and we now own approximately 11 000 patent families.     68




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
    Convergence of the mobile device industry with the Internet and
    personal computer industries;
    Consumer purchasing decisions which are increasingly driven by
    the user experience;
    Competitive ecosystems which are developing in the converged
    mobile device market;
    Increasing maturity of the traditional mobile device market; and
    Operational efficiency and cost control.  Convergence of
    the Mobile Device Industry with the Internet and Personal
    Computer Industries
    on-line
     69




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Converged Mobile Devices:
      Mobile Phones: Series 40-based
    Consumer
    Purchasing Decisions are Increasingly Driven by the User
    Experience
     70




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mid-range,
  Converged Mobile Devices:
  smartphones
  mobile computers time-to-market
    Mobile Phones:
 71




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Competitive
    Ecosystems are Developing in the Converged Device
    Market
           72




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Increasing
    Maturity of the Traditional Mobile Device Market
          Series 40-powered
 73




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Operational
    Efficiency and Cost Control
        NAVTEQ
   74




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Location-Based
    Products and Services Proliferating
    Price Pressure
    for Navigable Map Data Increasing
  turn-by-turn turn-by-turn Turn-by-turn
      Quality and
    Richness of Location-Based Content and Services Will Continue to
    Increase
     75




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Global Economic
    Conditions impacting NAVTEQ
    Nokia Siemens
    Networks
         76




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##### Table of Contents



Growing Data
    Usage
          Managed Services
    and Outsourcing
     77




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Subscriber-centric
    Services
        Pricing and
    competition
     78




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Outlook, targets
    and priorities for 2010
         79




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Certain Other
    Factors
  Exchange
    Rates
               80




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and/or
      Seasonality
  make-up
      Accounting
    Developments
   81




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Critical
    Accounting Policies
      Revenue
    Recognition
       82




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Customer
    Financing
    Allowances for
    Doubtful Accounts
   83




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Inventory-related
    Allowances
    Warranty
    Provisions
    Provision for
    Intellectual Property Rights, or IPR,
    Infringements
         84




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Legal
    Contingencies
    Capitalized
    Development Costs
        Business
    Combinations
     85




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Valuation of
    Long-lived and Intangible Assets and Goodwill
    
    significant underperformance relative to historical or projected
    future results;
    significant changes in the manner of our use of these assets or
    the strategy for our overall business; and
    significantly negative industry or economic trends.           86




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87




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Cash-generating UnitDevices &
    Services(1)


Nokia Siemens Networks


NAVTEQ(1)%


%


%2009


2008


2009


2008


2009


2008Terminal growth rate


2.00



2.28



1.00



1.00



5.00



5.00Pre-tax discount rate


11.46



12.35



13.24



15.60



12.60



12.42     (1)

    
    Subsequent to the acquisition of NAVTEQ on July 10, 2008,
    we have had three operating and reportable segments:
    Devices & Services, NAVTEQ and Nokia Siemens Networks.
    The organizational changes fundamentally altered our reporting
    structure, the information reported to management as well as the
    way in which management monitors and runs operations and
    accordingly no directly comparable information for the
    Devices & Services CGU and NAVTEQ CGU is available for
    the year ended December 31, 2007.        Fair Value of
    Derivatives and Other Financial Instruments
    Income
    Taxes
   88




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Pensions
    Share-based
    Compensation
     89




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Results of
    Operations
  2009 compared
    with 2008
  Nokia completed the acquisition of NAVTEQ Corporation on
    July 10, 2008. NAVTEQ is a separate reportable segment of
    Nokia starting from the third quarter 2008. The results of
    NAVTEQ are not available for the prior periods. Accordingly, the
    results of Nokia Group and NAVTEQ for the full year 2009 are not
    directly comparable to the results for the full year 2008.
  Nokia
    Group
    Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2009


Net Sales


2008


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


40 984



100.0
%


50 710



100.0
%


(19.2
)%Cost of sales


(27 720
)


(67.6
)%


(33 337
)


(65.7
)%


(16.8
)%Gross profit


13 264



32.4
%


17 373



34.3
%


(23.7
)%Research and development expenses


(5 909
)


(14.4
)%


(5 968
)


(11.8
)%


(1.0
)%Selling and marketing expenses


(3 933
)


(9.6
)%


(4 380
)


(8.6
)%


(10.2
)%Administrative and general expenses


(1 145
)


(2.8
)%


(1 284
)


(2.5
)%


(10.8
)%Other operating income and expenses


(1 080
)


(2.6
)%


(775
)


(1.5
)%


39.4
%Operating profit


1 197



2.9
%


4 966



9.8
%


75.9
%     Year Ended December 31,2009


2008Europe


36%



37%Middle East & Africa


14%



14%Greater China


16%



13%Asia-Pacific


22%



22%North America


5%



4%Latin America


7%



10%Total


100%



100%  90




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91




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Results by
    Segments
  Devices &
    Services
  year-on-year
  Year Ended





Year EndedDecember 31,


Change


December 31,2009(1)


2008 to 2009


2008(Units in millions, except percentage data)Europe


252



(10
)%


281Middle East & Africa


137



(8
)%


149Greater China


188



3
%


183Asia-Pacific


275



(3
)%


284North America


172



(3
)%


178Latin America


115



(17
)%


139Total


1 140



(6
)%


1 213     (1)

    
    Beginning in 2010, we are revising our definition of the
    industry mobile device market that we use to estimate industry
    volumes. This is due to improved measurement processes and tools
    that enable us to have better visibility to estimate the number
    of mobile devices sold by certain new entrants in the global
    mobile device market. These include vendors of legitimate, as
    well as unlicensed and counterfeit, products with manufacturing
    facilities primarily centered around certain locations in Asia
    and other emerging markets. For comparative purposes only going
    forward, applying the revised definition and improved
    measurement processes and tools that we are using beginning in
    2010 retrospectively to 2009, we estimate that industry mobile
    device volumes in 2009 would have been 1.26 billion units.
    We are not able to apply our revised definition and improved
    measurement processes and tools retrospectively to our estimated
    industry mobile device volumes in 2008 due to lack of visibility
    and data. The industry mobile device volumes estimated for 2008
    are not comparable with the industry mobile device volumes
    estimates based on the revised definition.       92




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year-on-year
  Year Ended





Year EndedDecember 31,


Change


December 31,2009(*)


2008 to 2009


2008(Units in millions, except percentage data)Europe


107.0



(6.9
)%


114.9Middle East & Africa


77.7



(4.1
)%


81.0Greater China


72.6



1.8
%


71.3Asia-Pacific


123.5



(7.8
)%


134.0North America


13.5



(14.0
)%


15.7Latin America


37.5



(27.2
)%


51.5Total


431.8



(7.8
)%


468.4     *
    
    For comparative purposes only going forward, applying the
    revised definition of the industry mobile device market (see
    note 1 to the industry mobile device volume table above)
    retrospectively to 2009, Nokia estimates that its mobile device
    volume market share would have been 34% in 2009 on an annual
    basis. Nokia is not able to apply the revised definition and
    improved measurement processes and tools retrospectively
    Nokias estimated volume market share in 2008 due to lack
    of visibility and data. Nokias volume market share
    estimated for 2008 is not comparable with Nokias volume
    market share estimates based on the revised definition.  year-on-year
       93




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Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2009


Net Sales


2008


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


27 853



100.0
%


35 099



100.0
%


(21
)%Cost of sales


(18 583
)


(66.7
)%


(22 360
)


(63.7
)%


(17
)%Gross profit


9 270



33.3
%


12 739



36.3
%


(27
)%Research and development expenses


(2 984
)


(10.7
)%


(3 127
)


(8.9
)%


(5
)%Selling and marketing expenses


(2 366
)


(8.5
)%


(2 847
)


(8.1
)%


(17
)%Administrative and general expenses


(417
)


(1.5
)%


(429
)


(1.2
)%


(3
)%Other operating income and expenses


(189
)


(0.7
)%


(520
)


(1.5
)%


(64
)%Operating profit


3 314



11.9
%


5 816



16.6
%


(43
)%            94




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NAVTEQ
    Year Ended





From July 10 toDecember 31,


Percentage of


December 31,


Percentage of2009


Net Sales


2008


Net Sales(EUR millions, except percentage data)Net sales


670



100.0
%


361



100.0
%Cost of sales


(88
)


(13.1
)%


(43
)


(11.9
)%Gross profit


582



86.9
%


318



88.1
%Research and development expenses


(653
)


(97.5
)%


(332
)


(92.0
)%Selling and marketing expenses


(217
)


(32.4
)%


(109
)


(30.2
)%Administrative and general expenses


(57
)


(8.5
)%


(30
)


(8.3
)%Other operating income and expenses


1



0.1
%






0.0
%Operating profit


(344
)


(51.3
)%


(153
)


(42.4
)%     For the Year Ended


From July 10 toDecember 31,


December 31,2009


2008(EUR millions)


(EUR millions)Europe


312



158Middle East & Africa


29



29China


5



2Asia-Pacific


18



10North America


293



155Latin America


13



7Total


670



361      95




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Nokia Siemens
    Networks
      Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2009


Net Sales


2008


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


12 574



100.0
%


15 309



100.0
%


(18
)%Cost of Sales


(9 162
)


(72.9
)%


(10 993
)


(71.8
)%


(17
)%Gross profit


3 412



27.1
%


4 316



28.2
%


(21
)%Research and development expenses


(2 271
)


(18.1
)%


(2 500
)


(16.3
)%


(9
)%Selling and marketing expenses


(1 349
)


(10.7
)%


(1 421
)


(9.3
)%


(5
)%Administrative and general expenses


(573
)


(4.6
)%


(689
)


(4.5
)%


(17
)%Other income and expenses


(858
)


(6.8
)%


(7
)


(0.0
)%Operating profit


(1 639
)


(13.0
)%


(301
)


(2.0
)%


(445
)%    96




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Nokia Siemens
    Networks Net Sales by Geographic Area
  Year Ended


Year EndedDecember 31,


December 31,2009


2008(EUR millions)Europe


4 695



5 618Middle East & Africa


1 653



2 040Greater China


1 397



1 379Asia-Pacific


2 725



3 881North America


748



698Latin America


1 356



1 693Total


12 574



15 309            97




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Group Common
    Functions
    Net Financial
    Income and Expenses
      Profit Before
    Taxes
    Minority
    Interests
    Profit
    Attributable to Equity Holders of the Parent and Earnings per
    Share
  year-on-year
  2008 compared
    with 2007
  As of January 1, 2008, our three mobile device business
    groups, Mobile Phones, Multimedia and Enterprise Solutions, and
    the supporting horizontal groups were replaced by an integrated
    business segment, Devices & Services. Results for
    Nokia and its reportable segments for the year ended
    December 31, 2007 have been regrouped for comparability
    purposes according to the new reportable segments.
 98




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On July 10, 2008, Nokia completed the acquisition of
    NAVTEQ Corporation. NAVTEQ is a separate reportable segment of
    Nokia starting from the third quarter 2008. Accordingly, the
    results of NAVTEQ are available only for the period from
    July 10, 2008 to December 31, 2008.
  As of April 1, 2007, Nokia results include those of
    Nokia Siemens Networks on a fully consolidated basis. Nokia
    Siemens Networks, a company jointly owned by Nokia and Siemens,
    is comprised of the former Nokia Networks and Siemens
    carrier-related operations for fixed and mobile networks.
    Accordingly, the results of Nokia Group and Nokia Siemens
    Networks for the full year 2008 are not directly comparable to
    the results for the year ended December 31, 2007. The
    results from January 1, 2007 to March 31, 2007
    included our former Networks business group only.
  Nokia
    Group
    Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2008


Net Sales


2007


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


50 710



100.0
%


51 058



100.0
%


(1
)%Cost of sales


(33 337
)


(65.7
)%


(33 781
)


(66.2
)%


(1
)%Gross profit


17 373



34.3
%


17 277



33.8
%


1
%Research and development expenses


(5 968
)


(11.8
)%


(5 636
)


(11.0
)%


6
%Selling and marketing expenses


(4 380
)


(8.6
)%


(4 379
)


(8.6
)%


0
%Administrative and general expenses


(1 284
)


(2.5
)%


(1 165
)


(2.3
)%


10
%Other operating income and expenses


(775
)


(1.5
)%


1 888



3.7
%Operating profit


4 966



9.8
%


7 985



15.6
%


(38
)%     Year Ended December 31,2008


2007Europe


37
%


39
%Middle East & Africa


14
%


14
%Greater China


13
%


12
%Asia-Pacific


22
%


22
%North America


4
%


5
%Latin America


10
%


8
%Total


100
%


100
%    99




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Results by
    Segments
  Devices &
    Services
  year-on-year
 100




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Year Ended





Year EndedDecember 31,


Change (%)


December 31,2008


2007 to 2008


2007(Units in millions, except percentage data)Europe


281



(1
)%


284Middle East & Africa


149



18
%


126Greater China


183



6
%


173Asia-Pacific


284



12
%


254North America


178



4
%


170Latin America


139



7
%


130Total


1 213



7
%


1 137       year-on-year
    year-on-year
  Year Ended





Year EndedDecember 31,


Change (%)


December 31,2008


2007 to 2008


2007(Units in millions, except percentage data)Europe


114.9



(2.0
)%


117.2Middle East & Africa


81.0



7.1
%


75.6Greater China


71.3



0.8
%


70.7Asia-Pacific


134.0



18.7
%


112.9North America


15.7



(19.1
)%


19.4Latin America


51.5



24.7
%


41.3Total


468.4



7.2
%


437.1  101




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year-on-year
              Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2008


Net Sales


2007


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


35 099



100.0
%


37 705



100.0
%


(7
)%Cost of sales


(22 360
)


(63.7
)%


(23 959
)


(63.5
)%


(7
)%Gross profit


12 739



36.3
%


13 746



36.5
%


(7
)%Research and development expenses


(3 127
)


(8.9
)%


(2 879
)


(7.6
)%


9
%Selling and marketing expenses


(2 847
)


(8.1
)%


(2 981
)


(7.9
)%


(4
)%Administrative and general expenses


(429
)


(1.2
)%


(303
)


(0.8
)%


42
%Other operating income and expenses


(520
)


(1.5
)%


1



0.0
%Operating profit


5 816



16.6
%


7 584



20.1
%


(23
)%  102




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NAVTEQ
    From July 10 toDecember 31,


Percentage of2008


Net Sales(EUR millions, exceptpercentage data)Net sales


361



100.0
%Cost of sales


(43
)


(11.9
)%Gross profit


318



88.1
%Research and development expenses


(332
)


(92.0
)%Selling and marketing expenses


(109
)


(30.2
)%Administrative and general expenses


(30
)


(8.3
)%Other operating income and expenses






0.0
%Operating profit


(153
)


(42.4
)%  103




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From July 10 toDecember 31,2008(EUR millions)Europe


158Middle East & Africa


29China


2Asia-Pacific


10North America


155Latin America


7Total


361           Nokia Siemens
    Networks
   104




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Year Ended





Year Ended





PercentageDecember 31,


Percentage of


December 31,


Percentage of


Increase/2008


Net Sales


2007


Net Sales


(Decrease)(EUR millions, except percentage data)Net sales


15 309



100.0
%


13 393



100.0
%


14
%Cost of Sales


(10 993
)


(71.8
)%


(9 876
)


(73.7
)%


11
%Gross profit


4 316



28.2
%


3 517



26.3
%


23
%Research and development expenses


(2 500
)


(16.3
)%


(2 746
)


(20.5
)%


(9.0
)%Selling and marketing expenses


(1 421
)


(9.3
)%


(1 394
)


(10.4
)%


2
%Administrative and general expenses


(689
)


(4.5
)%


(701
)


(5.2
)%


(2
)%Other income and expenses


(7
)


(0.0
)%


16



0.1
%Operating profit


(301
)


(2.0
)%


(1 308
)


(9.8
)%


77
%     Nokia Siemens
    Networks Net Sales by Geographic Area
  Year Ended


Year EndedDecember 31,


December 31,2008


2007(EUR millions)Europe


5 618



5 359Middle East & Africa


2 040



1 515Greater China


1 379



1 350Asia-Pacific


3 881



3 350North America


698



616Latin America


1 693



1 202Total


15 309



13 393      105




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Corporate Common
    Functions
    Net Financial
    Income and Expenses
      Profit Before
    Taxes
   106




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Minority
    Interests
    Net Profit and
    Earnings per Share
  year-on-year
  Related Party
    Transactions
       5B. Liquidity and
    Capital Resources         107




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buy-backs,
         108




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Short-term

Standard & Poors

A-1Moodys

P-1Long-term

Standard & Poors

AMoodys

A2      109




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Structured
    Finance
        Structured
    Finance
  At December 31,2009


2008


2007(EUR millions)Financing commitments


99



197



270Outstanding long-term loans (net of allowances and write-offs)


46



27



10Current portion of outstanding long-term loans (net of
    allowances and write-offs)


14



101



156Outstanding financial guarantees and securities pledged






2



130Total


159



327



566              110




---



##### Table of Contents



Contingent
    Commitments Expiration Per Period
  2010


2011-2012


2013-2014


Thereafter


Total(EUR millions)Guarantees of Nokias performance


669



154



51



139



1 013        5C. Research and
    Development, Patents and Licenses     111




---



##### Table of Contents



5D. Trends
    Information   5E. Off-Balance
    Sheet Arrangements   5F. Tabular
    Disclosure of Contractual Obligations    Contractual
    Obligations Payments Due by Period
  2010


2011-2012


2013-2014


Thereafter


Total(EUR millions)Long-term liabilities


44



108



2 531



1 859



4 542Operating leases


348



434



230



210



1 222Inventory purchases


2 352



351



62







2 765Total


2 744



893



2 823



2 069



8 529    ITEM 6. DIRECTORS,
    SENIOR MANAGEMENT AND EMPLOYEES 6A. Directors and Senior Management    Board of
    Directors
        Chairman Jorma Ollila, b. 1950
    
    Chairman of the Board of Directors of Nokia Corporation.
    Chairman of the Board of Directors of Royal Dutch Shell Plc.
    Board member since 1995. Chairman since 1999. 112




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##### Table of Contents



Master of Political Science (University of Helsinki), Master of
    Science (Econ.) (London School of Economics), Master of Science
    (Eng.) (Helsinki University of Technology).Chairman and CEO, Chairman of the Group Executive Board of Nokia
    Corporation
    1999-2006,
    President and CEO, Chairman of the Group Executive Board of
    Nokia Corporation
    1992-1999,
    President of Nokia Mobile Phones
    1990-1992,
    Senior Vice President, Finance of Nokia
    1986-1989.
    Holder of various managerial positions at Citibank within
    corporate banking
    1978-1985.Vice Chairman of the Board of Directors of Otava Books and
    Magazines Group Ltd and member of the Board of Directors of
    Fruugo Inc. Chairman of the Boards of Directors and the
    Supervisory Boards of The Research Institute of the Finnish
    Economy ETLA and Finnish Business and Policy Forum EVA. Member
    of the Board of Directors of the University of Helsinki.
    Chairman of the World Business Council for Sustainable
    Development. Vice Chairman of the Independent Reflection Group
    of the Council of the European Union considering the future of
    the European Union. Member of The European Round Table of
    Industrialists. Member of the Board of Directors of Ford Motor
    Company
    2000-2008.
    Vice Chairman of UPM-Kymmene Corporation
    2004-2008.Vice Chairman Dame Marjorie Scardino, b. 1947
    
    Chief Executive and member of the Board of Directors of
    Pearson plc.
    Board member since 2001. Vice Chairman since 2007.
    Chairman of the Corporate Governance and Nomination Committee
    and member of the Personnel Committee.Bachelor of Arts (Baylor University), Juris Doctor (University
    of San Francisco).Chief Executive of The Economist Group
    1993-1997,
    President of the North American Operations of The Economist
    Group
    1985-1993,
    lawyer
    1976-1985
    and publisher of The Georgia Gazette newspaper
    1978-1985.Georg Ehrnrooth, b. 1940
    
    Board member since 2000.
    Chairman of the Audit Committee and member of the Corporate
    Governance and Nomination Committee.Master of Science (Eng.) (Helsinki University of Technology).President and CEO of Metra Corporation
    1991-2000,
    President and CEO of Lohja Corporation
    1979-1991.
    Holder of various executive positions at Wärtsilä
    Corporation within production and management
    1965-1979.Member of the Board of Directors of Sandvik AB (publ). Vice
    Chairman of the Boards of Directors of The Research Institute of
    the Finnish Economy ETLA and Finnish Business and Policy Forum
    EVA. Member of the Board of Directors of Sampo plc.
    1992-2009
    and Chairman
    2006-2009.
    Chairman of the Board of Directors of Assa Abloy AB (publ)
    1994-2006.
    Vice Chairman 113




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##### Table of Contents



of the Board of Directors of Rautaruukki Corporation
    2001-2007.Lalita D. Gupte, b. 1948
    
    Non-executive Chairman of the ICICI Venture Funds Management
    Co Ltd.
    Board member since 2007.
    Member of the Audit Committee.B.A. in Economics (Hons) (University of Delhi) and Master of
    Management Studies (University of Bombay).Joint Managing Director and member of the Board of Directors of
    ICICI Bank Ltd
    2002-2006,
    Joint Managing Director and member of the Board of Directors of
    ICICI Ltd
    1999-2002
    (ICICI Ltd merged with ICICI Bank Ltd in 2002), Deputy
    Managing Director of ICICI Ltd
    1996-1999,
    Executive Director on the Board of Directors of ICICI Ltd
    1994-1996.
    Various leadership positions in Corporate and Retail Banking,
    Strategy and Resources, and International Banking in ICICI Ltd
    since 1971.Member of the Boards of Directors of ICICI Venture Funds
    Management Co Ltd (non-executive Chairman), Bharat Forge Ltd,
    Kirloskar Brothers Ltd, FirstSource Solutions Ltd, Godrej
    Properties Ltd, HPCL-Mittal Energy Ltd and Swadhaar FinServe Pvt
    Ltd. (non-executive Chairman). Also member of Board of Governors
    of educational institutions. Member of the Board of Directors
    (executive director) of ICICI Bank Ltd
    2002-2006,
    Member of the Board of Directors (non-executive director) of
    ICICI Bank Ltd
    1994-2002,
    Member of the Board of Directors (executive director) of ICICI
    Ltd
    1994-2002.
    Member of the Board of Directors of ICICI Securities Ltd
    1993-2006,
    ICICI Prudential Life Insurance Co Ltd
    2000-2006,
    ICICI Lombard General Insurance Co Ltd
    2000-2006,
    ICICI Bank UK Ltd
    2003-2006,
    ICICI Bank Canada
    2003-2006,
    ICICI Bank Eurasia Limited Liability Company
    2005-2006.Dr. Bengt Holmström, b. 1949
    
    Paul A. Samuelson Professor of Economics at MIT, joint
    appointment at the MIT Sloan School of Management.
    Board member since 1999.Bachelor of Science (Helsinki University), Master of Science
    (Stanford University), Doctor of Philosophy (Stanford
    University).Edwin J. Beinecke Professor of Management Studies at Yale
    University
    1985-1994.Member of the American Academy of Arts and Sciences and Foreign
    Member of The Royal Swedish Academy of Sciences. Member of the
    Boards of Directors of The Research Institute of the Finnish
    Economy ETLA and Finnish Business and Policy Forum EVA. Member
    of Aalto University Foundation Board.Prof. Dr. Henning Kagermann, b. 1947
    
    Board member since 2007.
    Member of the Personnel Committee.Ph.D. in Theoretical Physics (Technical University of Brunswick). 114




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##### Table of Contents



Co-CEO and Chairman of the Executive Board of SAP AG
    2008-2009.
    CEO of SAP
    2003-2008.
    Co-chairman of the Executive Board of SAP
    1998-2003. A
    number of leadership positions in SAP since 1982. Member of SAP
    Executive Board
    1991-2009.
    Taught physics and computer science at the Technical University
    of Brunswick and the University of Mannheim
    1980-1992,
    became professor in 1985.Member of the supervisory boards of Deutsche Bank AG, Deutsche
    Post AG and Münchener Rückversicherungs-Gesellschaft
    AG (Munich Re). Member of the Board of Directors of Wipro Ltd.
    President of Deutsche Akademie der Technikwissenschaften. Member
    of the Honorary Senate of the Foundation Lindau
    Nobelprizewinners.Olli-Pekka Kallasvuo, b. 1953
    
    President and CEO of Nokia Corporation.
    Board member since 2007.LL.M. (University of Helsinki).President and COO of Nokia Corporation
    2005-2006,
    Executive Vice President and General Manager of Nokia Mobile
    Phones
    2004-2005,
    Executive Vice President, CFO of Nokia
    1999-2003,
    Executive Vice President of Nokia Americas and President of
    Nokia Inc.
    1997-1998,
    Executive Vice President, CFO of Nokia
    1992-1996,
    Senior Vice President, Finance of Nokia
    1990-1991.Chairman of the Board of Directors of Nokia Siemens Networks
    B.V. and NAVTEQ Corporation. Member of the Board of the
    Confederation of Finnish Industries EK. Member of The European
    Round Table of Industrialists. Member of the Board of Directors
    of EMC Corporation
    2004-2009.
    Chairman of the Board of Directors of Sampo Plc
    2001-2006.Per Karlsson, b. 1955
    
    Independent Corporate Advisor.
    Board member since 2002.
    Chairman of the Personnel Committee and member of the Corporate
    Governance and Nomination Committee.Degree in Economics and Business Administration (Stockholm
    School of Economics).Executive Director, with mergers and acquisitions advisory
    responsibilities, at Enskilda M&A, Enskilda Securities
    (London)
    1986-1992.
    Corporate strategy consultant at the Boston Consulting Group
    (London)
    1979-1986.Member of the Board of Directors of IKANO Holdings S.A.Isabel Marey-Semper, b. 1967
    
    LOréal Group, Director Shared Services
    R&D.
    Board member since 2009.
    Member of the Audit Committee.Ph.D. in Neuro-Pharmacology (Université Paris Pierre et
    Marie CurieCollège de France), MBA (Collège des
    Ingénieurs, Paris).Chief Financial Officer, EVP in charge of strategy of PSA
    Peugeot Citroën
    2007-2009.
    COO, Intellectual Property and 115




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##### Table of Contents



Licensing Business Unit of Thomson
    2006-2007.
    Vice President Corporate Planning at Saint-Gobain
    2004-2005.
    Director of Corporate Planning, High Performance Materials at
    Saint-Gobain
    2002-2004.
    Principal, A.T. Kearney (Telesis, prior to acquisition by A.T.
    Kearney)
    1997-2002.Member of the Board of Directors of Faurecia S.A.
    2007-2009.Risto Siilasmaa, b. 1966
    
    Board member 2008.
    Member of the Audit Committee.Master of Science (Eng) (Helsinki University of Technology).President and CEO of F-Secure Corporation
    1988-2006.Chairman of the Board of Directors of F-Secure Corporation,
    Elisa Corporation and Fruugo Inc. Member of the Board of
    Directors of Blyk Ltd, Ekahau Inc. and Efecte Corporation. Vice
    Chairman of the Board of Directors of The Federation of Finnish
    Technology Industries. Member of the Board of Directors of
    Confederation of Finnish Industries EK.Keijo Suila, b. 1945
    
    Board member since 2006.
    Member of the Personnel Committee.B.Sc. (Economics and Business Administration) (Helsinki
    University of Economics and Business Administration).President and CEO of Finnair Plc
    1999-2005.
    Chairman of oneworld airline alliance
    2003-2004
    and member of various international aviation and air
    transportation associations
    1999-2005.
    Holder of various executive positions, including Vice Chairman
    and Executive Vice President, at Huhtamäki Oyj, Leaf Group
    and Leaf Europe
    1985-1998.Chairman of the Board of Directors of Solidium Oy and The
    Finnish Fair Corporation. Member of the Board of Directors of
    Kesko Corporation
    2001-2009
    and Vice Chairman
    2006-2009.  Proposal of the Corporate Governance and Nomination
    Committee for Composition of the Board of Directors in
    2010
     116




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##### Table of Contents



Group Executive
    Board
          Olli-Pekka Kallasvuo, b. 1953
    
    President and CEO of Nokia Corporation.
    Member of the Board of Directors of Nokia Corporation.
    Group Executive Board member since 1990, Chairman
    since 2006.
    With Nokia
    1980-1981,
    rejoined 1982.LL.M. (University of Helsinki).President and COO of Nokia Corporation
    2005-2006,
    Executive Vice President and General Manager of Nokia Mobile
    Phones
    2004-2005,
    Executive Vice President, CFO of Nokia
    1999-2003,
    Executive Vice President of Nokia Americas and President of
    Nokia Inc.
    1997-1998,
    Executive Vice President, CFO of Nokia
    1992-1996,
    Senior Vice President, Finance of Nokia
    1990-1991.Chairman of the Board of Directors of NAVTEQ Corporation and
    Nokia Siemens Networks B.V. Member of the Board of the
    Confederation of Finnish Industries EK. Member of The European
    Round Table of Industrialists. 117




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##### Table of Contents



Esko Aho, b. 1954
    
    Executive Vice President, Corporate Relations and
    Responsibility.
    Group Executive Board member since 2009.
    Joined Nokia 2008.Master of Social Sciences (University of Helsinki).President of the Finnish Innovation Fund, Sitra
    2004-2008.
    Private consultant
    2003-2004.
    Lecturer, Harvard University
    2000-2001.
    Prime Minister of Finland
    1991-1995.
    Chairman of the Centre Party
    1990-2002.
    Member of the Finnish Parliament
    1983-2003.
    Elector in the presidential elections of 1978, 1982 and 1988.Member of the Board of Directors of Fortum Corporation and
    Russian Venture Company. Vice Chairman of the Board, Technology
    Industries of Finland. Member of the Club de Madrid, the
    InterAction Council and the Science and Technology in Society
    Forum (STS).Timo Ihamuotila, b. 1966
    
    Executive Vice President, Chief Financial Officer.
    Group Executive Board member since 2007.
    With Nokia
    1993-1996,
    rejoined 1999.Master of Science (Economics) (Helsinki School of Economics),
    Licentiate of Science (Finance) (Helsinki School of Economics).Executive Vice President, Sales, Markets
    2008-2009,
    Executive Vice President, Sales and Portfolio Management, Mobile
    Phones 2007, Senior Vice President, CDMA Business Unit, Mobile
    Phones
    2004-2007,
    Vice President, Finance, Corporate Treasurer
    2000-2004,
    Director, Corporate Finance, Nokia Corporation
    1999-2000.
    Vice President of Nordic Derivates Sales, Citibank plc
    1996-1999.
    Manager, Dealing & Risk Management, Nokia
    1993-1996.
    Analyst, Assets and Liability Management, Kansallis Bank
    1990-1993.Member of the Board of Directors of NAVTEQ Corporation and Nokia
    Siemens Networks B.V.Mary T. McDowell, b. 1964
    
    Executive Vice President, Chief Development Officer.
    Group Executive Board member since 2004.
    Joined Nokia 2004.Bachelor of Science (Computer Science) (College of Engineering
    at the University of Illinois).Executive Vice President and General Manager of Enterprise
    Solutions
    2004-2007.
    Senior Vice President, Strategy and Corporate Development of
    Hewlett-Packard Company 2003, Senior Vice President &
    General Manager, Industry-Standard Servers of Hewlett-Packard
    Company
    2002-2003,
    Senior Vice President & General Manager,
    Industry-Standard Servers of Compaq Computer Corporation
    1998-2002,
    Vice President, Marketing, Server Products Division of Compaq
    Computer Corporation
    1996-1998.
    Holder of executive, managerial and other positions at Compaq
    Computer Corporation
    1986-1996.Member of the Board of Directors of NAVTEQ Corporation. 118




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##### Table of Contents



Hallstein Moerk, b. 1953
    
    Executive Vice President, Human Resources.
    Group Executive Board member since 2004.
    Joined Nokia 1999.Diplomøkonom (Econ.) (Norwegian School of Management).Holder of various positions at Hewlett-Packard Corporation
    1977-1999.
    HR Manager for Europe, Middle East and Africa and Managing
    Director for European Multicountry Area were the last positions.Member of the Board of Advisors of Center for HR Strategy,
    Rutgers University. Fellow of Academy of Human Resources, Class
    of 2007.Dr. Tero Ojanperä, b. 1966
    
    Executive Vice President, Services.
    Group Executive Board member since 2005.
    Joined Nokia 1990.Master of Science (University of Oulu), Ph.D. (Delft
    University of Technology, The Netherlands).Executive Vice President, Chief Technology Officer
    2006-2007.
    Executive Vice President & Chief Strategy Officer
    2005-2006,
    Senior Vice President, Head of Nokia Research Center
    2003-2004.
    Vice President, Research, Standardization and Technology of IP
    Mobility Networks, Nokia Networks
    1999-2002.
    Vice President, Radio Access Systems Research and General
    Manager of Nokia Networks in Korea 1999. Head of Radio Access
    Systems Research, Nokia Networks
    1998-1999,
    Principal Engineer, Nokia Research Center,
    1997-1998.Member of Young Global Leaders.Niklas Savander, b. 1962
    
    Executive Vice President, Services.
    Group Executive Board Member 2006.
    Joined Nokia 1997.Master of Science (Eng.) (Helsinki University of Technology),
    Master of Science (Economics and Business Administration)
    (Swedish School of Economics and Business Administration,
    Helsinki).Executive Vice President, Technology Platforms
    2006-2007.
    Senior Vice President and General Manager of Nokia Enterprise
    Solutions, Mobile Devices Business Unit
    2003-2006,
    Senior Vice President, Nokia Mobile Software, Market Operations
    2002-2003,
    Vice President, Nokia Mobile Software, Strategy,
    Marketing & Sales
    2001-2002,
    Vice President and General Manager of Nokia Networks, Mobile
    Internet Applications
    2000-2001,
    Vice President of Nokia Networks, Systems Marketing
    1997-1998.
    Holder of executive and managerial positions at Hewlett-Packard
    Company
    1987-1997.Member of the Board of Directors of NAVTEQ Corporation and Nokia
    Siemens Networks B.V. Member of the Board of Directors and
    secretary of Waldemar von Frenckells Stiftelse. 119




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##### Table of Contents



Richard A. Simonson, b. 1958
    
    Executive Vice President, Head of Mobile Phones and Strategic
    Sourcing, Devices.
    Group Executive Board member since 2004.
    Joined Nokia 2001.Bachelor of Science (Mining Eng.) (Colorado School of Mines),
    Master of Business Administration (Finance) (Wharton School of
    Business at University of Pennsylvania).Executive Vice President and Chief Financial Officer of
    Nokia Corporation
    2003-2009,
    Vice President & Head of Customer Finance of Nokia
    Corporation
    2001-2003,
    Managing Director of Telecom & Media Group of Barclays
    2001, Head of Global Project Finance and other various positions
    at Bank of America Securities
    1985-2001.Member of the Board of Directors of Nokia Siemens Networks B.V.
    Member of the Board of Directors of Electronic Arts, Inc., and
    Silver Spring Networks. Member of the Board of Trustees of
    International House  New York. Member of US Treasury
    Advisory Committee on the Auditing Profession.Alberto Torres, b. 1965
    
    Executive Vice President, Solutions.
    Group Executive member since October 1, 2009.
    Joined Nokia 2004.Ph.D. in Computer Science (Stanford University), Bachelor and
    Master of Science (Universidad Simón Bolívar).Senior Vice President, Head of Devices Category Management 2009,
    Senior Vice President, Focused Businesses
    2008-2009,
    President, Vertu
    2005-2009,
    Vice President, Corporate Strategy, Nokia
    2004-2005,
    Principal, McKinsey & Company,
    1994-2003,
    President, Gnosis
    1988-1989.Anssi Vanjoki, b. 1956
    
    Executive Vice President, Markets.
    Group Executive Board member since 1998.
    Joined Nokia 1991.Master of Science (Econ.) (Helsinki School of Economics and
    Business Administration).Executive Vice President and General Manager of Multimedia
    2004-2007.
    Executive Vice President of Nokia Mobile Phones
    1998-2003,
    Senior Vice President, Europe & Africa of Nokia Mobile
    Phones
    1994-1998,
    Vice President, Sales of Nokia Mobile Phones
    1991-1994,
    3M Corporation
    1980-1991.Chairman of the Board of Directors of Amer Sports Corporation.
    Member of the Board of Directors of Sonova Holding AG.Dr. Kai Öistämö, b. 1964
    
    Executive Vice President, Devices.
    Group Executive Board Member since 2005.
    Joined Nokia in 1991.Doctor of Technology (Signal Processing), Master of Science
    (Engineering) (Tampere University of Technology). 120




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Executive Vice President and General Manager of Mobile Phones
    2005-2007.
    Senior Vice President, Business Line Management, Mobile Phones
    2004-2005,
    Senior Vice President, Mobile Phones Business Unit, Nokia Mobile
    Phones
    2002-2003,
    Vice President, TDMA/GSM 1900 Product Line, Nokia Mobile Phones
    1999-2002,
    Vice President, TDMA Product Line
    1997-1999
    Various technical and managerial positions in Nokia Consumer
    Electronics and Nokia Mobile Phones
    1991-1997.Member of Board of Directors of Nokian Tyres plc. 6B.
    Compensation    Board of
    Directors
    Position

2009
    (EUR)(1)


2008 (EUR)


2007 (EUR)Chairman


440 000



440 000



375 000Vice Chairman


150 000



150 000



150 000Member


130 000



130 000



130 000Chairman of Audit Committee


25 000



25 000



25 000Member of Audit Committee


10 000



10 000



10 000Chairman of Personnel Committee


25 000



25 000



25 000Total


1 840 000



1 710 000



1 775 000     (1)

    
    The increase in the total amount results from the Board of
    Directors having one more member in 2009 compared to 2008 while
    the fees paid based on the position remained the same.     121




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Remuneration
    of the Board of Directors in 2009
      Change inPension ValueFees








Non-Equity


and NonqualifiedEarned or








Incentive


DeferredPaid in


Stock





Plan


Compensation


All OtherCash


Awards


Option Awards


Compensation


Earnings


Compensation


TotalYear


(EUR)(1)


(EUR)(2)


(EUR)(2)


(EUR)(2)


(EUR)(2)


(EUR)(2)


(EUR)Jorma Ollila,
    Chairman(3)


2009



440 000























440 000Marjorie Scardino, Vice
    Chairman(4)


2009



150 000























150 000Georg
    Ehrnrooth(5)


2009



155 000























155 000Lalita D.
    Gupte(6)


2009



140 000























140 000Bengt Holmström


2009



130 000























130 000Henning Kagermann


2009



130 000























130 000Olli-Pekka
    Kallasvuo(7)


2009



130 000























130 000Per
    Karlsson(8)


2009



155 000























155 000Isabel
    Marey-Semper(9)


2009



140 000























140 000Risto
    Siilasmaa(10)


2009



140 000























140 000Keijo Suila


2009



130 000























130 000     (1)

    
    Approximately 60% of each Board members annual
    remuneration is paid in cash and the remaining 40% in Nokia
    shares purchased from the market.(2)

    
    Not applicable to any non-executive member of the Board of
    Directors.(3)

    
    The 2009 fee of Mr. Ollila was paid for his services as
    Chairman of the Board.(4)

    
    The 2009 fee of Dame Marjorie Scardino was paid for her services
    as Vice Chairman of the Board.(5)

    
    The 2009 fee paid to Mr. Ehrnrooth amounted to a total of
    EUR 155 000, consisting of a fee of EUR 130 000 for services as
    a member of the Board and EUR 25 000 for services as Chairman of
    the Audit Committee.(6)

    
    The 2009 fee paid to Ms. Gupte amounted to a total of EUR
    140 000, consisting of a fee of EUR 130 000 for services as a
    member of the Board and EUR 10 000 for services as a member of
    the Audit Committee.(7)

    
    This table includes remuneration paid to Mr. Kallasvuo,
    President and CEO, for his services as a member of the Board
    only. For the compensation paid for his services as the
    President and CEO, see Executive
    CompensationActual Executive Compensation for
    2009Summary Compensation Table 2009 below.(8)

    
    The 2009 fee paid to Mr. Karlsson amounted to a total of
    EUR 155 000, consisting of a fee of EUR 130 000 for services as
    a member of the Board and EUR 25 000 for services as Chairman of
    the Personnel Committee. 122




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(9)

    
    The 2009 fee paid to Ms. Marey-Semper amounted to a total
    of EUR 140 000, consisting of a fee of EUR 130 000 for services
    as a member of the Board and EUR 10 000 for services as a member
    of the Audit Committee.(10)

    
    The 2009 fee paid to Mr. Siilasmaa amounted to a total of
    EUR 140 000, consisting of a fee of EUR 130 000 for services as
    a member of the Board and EUR 10 000 for services as a member of
    the Audit Committee.  Proposal of
    the Corporate Governance and Nomination Committee for
    remuneration to the Board of Directors in 2010
    Executive
    Compensation
  Executive
    Compensation Philosophy, Programs and Decision-making
    Process
      
    competitive base pay rates; and
    short- and long-term incentives that are intended to result in a
    competitive total compensation package.    
    attract and retain outstanding executive talent;
    deliver a significant amount of performance-related variable
    compensation for the achievement of both short- and long-term
    stretch goals;
    appropriately balance rewards between both Nokias and an
    individuals performance; and
    align the interests of the executive officers with those of the
    shareholders through long-term incentives in the form of
    equity-based awards.   123




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##### Table of Contents




    the compensation levels for similar positions (in terms of scope
    of position, revenues, number of employees, global
    responsibility and reporting relationships) in relevant
    comparison companies;
    the performance demonstrated by the executive officer during the
    last year;
    the size and impact of the particular officers role on
    Nokias overall performance and strategic direction;
    the internal comparison to the compensation levels of the other
    executive officers of Nokia; and
    past experience and tenure in role.      Components of
    Executive Compensation
   124




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##### Table of Contents



Annual Cash
    Compensation
       125




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##### Table of Contents



Incentive as a %
    of Annual Base Salary in 2009
  Minimum


Target


MaximumPosition

Performance


Performance


Performance


Measurement CriteriaPresident and CEO


0
%


100
%


225
%

(a) Financial and Business Objectives (includes targets
    for net sales, operating profit and operating cash flow
    management and key business goals)0
%


25
%


37.5
%

(c) Total Shareholder
    Return(1)(comparison made with key competitors in the high
    technology, telecommunications and Internet services industries
    over one-, three- and
    five-year
    periods)0
%


25
%


37.5
%

(d) Strategic ObjectivesTotal


0
%


150
%


300
%Group Executive Board


0
%


75
%


168.75
%

(a) Financial Objectives(includes targets for net sales,
    operating profit and operating cash flow management); and(b) Individual Strategic Objectives (as described below)0
%


25
%


37.5
%

(c) Total Shareholder
    Return(1)(2)

    (comparison made with key competitors in the high technology,
    telecommunications and Internet services industries over one-,
    three- and five-year periods)Total


0
%


100
%


206.25
%     (1)

    
    Total shareholder return reflects the change in Nokias
    share price during an established time period added with the
    value of dividends per share paid during that period, divided by
    Nokias share price at the beginning of the period. The
    calculation is the same also for each company in the peer group.(2)

    
    Only some members of the Group Executive Board are eligible for
    the additional 25% total shareholder return element.  his/her
 126




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Long-Term
    Equity-Based Incentives
      Actual
    Executive Compensation for 2009
   127




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##### Table of Contents



Aggregate Cash
    Compensation to the Group Executive Board for
    2009(1)
  Number ofMembers on





CashDecember 31,





IncentiveYear

2009


Base Salaries


Payments(2)EUR


EUR2009


11



6 107 162



4 614 593     (1)

    
    Includes base salary and cash incentives paid or payable by
    Nokia for the 2009 fiscal year. The cash incentives are paid as
    a percentage of annual base salary based on Nokias
    short-term cash incentives. Includes Robert Andersson and Simon
    Beresford-Wylie for the period until September 30, 2009 and
    Alberto Torres as from October 1, 2009.(2)

    
    Excluding any gains realized upon exercise of stock options,
    which are described in Item 6E. Share Ownership.  Long-Term
    Equity-Based Incentives Granted in
    2009(1)
  Total numberGroup Executive
    Board(3)


Total


of participantsPerformance Shares at
    Threshold(2)


345 000



2 960 110



5 800Stock Options


690 000



4 791 232



3 700Restricted Shares


558 000



4 288 600



500     (1)

    
    The equity-based incentive grants are generally forfeited if the
    employment relationship terminates with Nokia prior to vesting.
    The settlement is conditional upon performance and/or service
    conditions, as determined in the relevant plan rules. For a
    description of our equity plans, see Note 23 to our
    consolidated financial statements included in Item 18 of
    this annual report.(2)

    
    At maximum performance, the settlement amounts to four times the
    number at threshold.(3)

    
    Includes Robert Andersson for the period until
    September 30, 2009 and Alberto Torres as from
    October 1, 2009. 128




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##### Table of Contents



Summary
    Compensation Table 2009
  Change inPension Valueand NonqualifiedName and
















Non-Equity


DeferredPrincipal










Stock


Option


Incentive Plan


Compensation


All OtherPosition(1)

Year(**)


Salary


Bonus(2)


Awards(3)


Awards(3)


Compensation


Earnings


Compensation


TotalEUR


EUR


EUR


EUR


EUR


EUR


EUR


EUROlli-Pekka Kallasvuo


2009



1 176 000



1 288 144



3 332 940



650 661



(*
)


1 358 429
(4)(5)


177 248
(6)


7 983 422President and CEO


2008



1 144 800



721 733



2 470 858



548 153



(*
)


469 060



175 164



5 529 7682007



1 037 619



2 348 877



5 709 382



581 690



(*
)


956 333



183 603



10 817 504Timo IhamuotilaEVP and Chief Financial
    Officer(7)


2009



396 825



234 286



752 856



135 834



(*
)


15 575
(4)


21 195
(7)


1 556 571Richard Simonson


2009



648 494



453 705



1 449 466



166 126



(*
)






134 966
(9)


2 852 757EVP, Mobile Phones (Chief Financial


2008



630 263



293 477



699 952



152 529



(*
)






106 632



1 882 853Officer until October 31,
    2009)(8)


2007



488 422



827 333



1 978 385



199 956



(*
)






46 699



3 540 795Anssi Vanjoki


2009



630 000



342 250



863 212



166 126



(*
)


68 541
(4)


31 055
(10)


2 101 184EVP, Markets


2008



615 143



260 314



699 952



152 529



(*
)






33 552



1 761 4902007



556 381



900 499



1 978 385



199 956



(*
)


18 521



49 244



3 702 986Kai Öistämö


2009



460 000



343 225



935 174



166 126



(*
)


9 824
(4)


29 778
(11)


1 944 127EVP, Devices


2008



445 143



200 126



699 952



152 529



(*
)


87 922



29 712



1 615 3842007



382 667



605 520



1 978 385



199 956



(*
)


41 465



32 086



3 240 079Mary McDowell


2009



508 338



349 911



800 873



152 283



(*
)






33 726
(12)


1 845 131EVP, Chief Development
    Officer(8)


2008



493 798



196 138



620 690



133 463



(*
)






33 462



1 477 5512007



444 139



769 773



1 978 385



199 956



(*
)






32 463



3 424 716     (1)

    
    The positions set forth in this table are the current positions
    of the named executives. Until October 30, 2009,
    Mr. Ihamuotila served as Executive Vice President and
    Global Head of Sales. Mr. Simonson served as Executive Vice
    President and Chief Financial Officer until October 30,
    2009.(2)

    
    Bonus payments are part of Nokias short-term cash
    incentives. The amount consists of the bonus awarded and paid or
    payable by Nokia for the respective fiscal year.(3)

    
    Amounts shown represent the grant date fair value of equity
    grants awarded in the respective fiscal year. The fair value of
    stock options equals the estimated fair value on the grant date,
    calculated using the Black-Scholes model. The fair value of
    performance shares and restricted shares equals the estimated
    fair value on grant date. The estimated fair value is based on
    the grant date market price of the Nokia share less the present
    value of dividends expected to be paid during the vesting
    period. The value of the performance shares is presented on the
    basis of a number of shares, which is two times the number of
    shares at threshold. The value of restricted shares and
    performance shares at maximum (four times the number of shares
    at threshold), for each of the named executive officer, is as
    follows: Mr. Kallasvuo EUR 5 586 450; Mr. Ihamuotila
    EUR 1 249 720; Mr. Simonson EUR 2 024 831; Mr. Vanjoki
    EUR 1 438 576; Mr. Öistämö EUR 1 510 538 and
    Ms. McDowell EUR 1 328 290.(4)

    
    The change in pension value represents the proportionate change
    in the liability related to the individual executive. These
    executives are covered by the Finnish State employees
    pension act (TyEL) that provides for a retirement
    benefit based on years of service and earnings according to the
    prescribed statutory system. The TyEL system is a partly funded
    and a partly pooled pay as you go system. Effective
    March 1, 2008, Nokia transferred its TyEL pension liability
    and assets to an external Finnish insurance company and no
    longer carries the liability on its financial statements. The
    figures shown represent only the change in liability for the
    funded portion. The method used to derive the actuarial IFRS
    valuation is based upon available salary information at the
    respective year end. Actuarial assumptions including salary
    increases and inflation have been determined to arrive at the
    valuation at the respective year end.(5)

    
    The change in pension value for Mr. Kallasvuo includes the
    reduction of EUR 1 571 for the proportionate change in the
    liability related to the individual under the funded part of the
    Finnish TyEL pension (see footnote 4 above). In addition, it
    includes EUR 1 360 000 for the 129




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##### Table of Contents



change in liability in the early retirement benefit at the age
    of 60 provided under his service contract. Nokia carries the
    liability on its books for the early retirement benefit.
    Considerable portion of this change in pension liability stems
    from the actuarial change to the discount interest rate used in
    the calculation.(6)

    
    All other compensation for Mr. Kallasvuo in 2009 includes:
    EUR 130 000 for his services as member of the Board or
    Directors, see Board of DirectorsRemuneration
    of the Board of Directors in 2009 above; EUR 21 540 for
    car allowance, EUR 10 000 for financial counseling, EUR 10 989
    for taxable benefit for premiums paid under supplemental medical
    and disability insurance, EUR 4 719 for driver and for
    mobile phone.(7)

    
    All other compensation for Mr. Ihamuotila in 2009 includes:
    EUR 7 620 for car allowance, EUR 10 000 for financial
    counseling, EUR 2 337 for the amount related to the end of his
    international assignment in the United States under Nokias
    policy, EUR 1 238 taxable benefit for premiums paid under
    supplemental medical and disability insurance and for mobile
    phone.(8)

    
    Salaries, benefits and perquisites for Ms. McDowell and
    Mr. Simonson are paid and denominated in USD. Amounts were
    converted to euro using year-end 2009 USD/EUR exchange rate of
    1.43. For year 2008 disclosure, amounts were converted to euro
    using the year-end 2008 USD/EUR exchange rate of 1.40. For year
    2007 disclosure, amounts were converted to euro using year-end
    2007 USD/EUR exchange rate of 1.47.(9)

    
    All other compensation for Mr. Simonson in 2009 includes:
    EUR 96 498 company contributions to the
    Restoration & Deferral plan, EUR 11 538 company
    contributions to the 401(k) plan, EUR 12 345 for car allowance,
    EUR 11 194 for financial counseling, EUR 3 391 imputed income
    under the Employee Stock Purchase Plan.(10)

    
    All other compensation for Mr. Vanjoki in 2009 includes:
    EUR 19 817 for car allowance and driver benefit, EUR 10 000 for
    financial counseling, EUR 1 238 as taxable benefit for premiums
    paid under supplemental medical and disability insurance and for
    mobile phone.(11)

    
    All other compensation for Mr. Öistämö in 2009
    includes: EUR 18 540 for car allowance, EUR 10 000 for Financial
    counseling, EUR 1 238 as taxable benefit for premiums paid under
    supplemental medical and disability insurance and for mobile
    phone.(12)

    
    All other compensation for Ms. McDowell in 2009 includes:
    EUR 12 345 for car allowance, EUR 10 996 for Financial
    counseling, EUR 10 280 company contributions to the 401(k)
    plan and EUR 105 as service award under Nokias policy.(*)
    
    None of the named executive officers participated in a
    formulated, non-discretionary, incentive plan. Annual incentive
    payments are included under the Bonus column.(**)
    
    History has been provided only for those data elements
    previously disclosed unless otherwise indicated. 130




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##### Table of Contents



Equity Grants in
    2009(1)
  Option Awards


Stock AwardsNumber of








Performance


PerformanceShares


Grant


Grant Date


Shares at


Shares at


Restricted


Grant DateName and Principal




Grant


underlying


Price


Fair
    Value(2)


Threshold


Maximum


Shares


Fair
    Value(3)Position

Year


Date


Options


(EUR)


(EUR)


(Number)


(Number)


(Number)


(EUR)Olli-Pekka Kallasvuo
    President and CEO


2009



May 8



235 000



11.18



650 661



117 500



470 000



150 000



3 332 940Timo Ihamuotila
    EVP and Chief Financial Officer


2009



May 8



35 000



11.18



96 908



27 500



110 000



35 000



752 856Nov 6



20 000



8.76



38 927Richard Simonson
    EVP, Mobile Phones (Chief Financial Officer until 
    October 31, 2009)


2009



May 8



60 000



11.18



166 126



30 000



120 000



107 000



1 449 466Anssi Vanjoki
    Executive Vice President, Markets


2009



May 8



60 000



11.18



166 126



30 000



120 000



40 000



863 212Kai Öistämö
    Executive Vice President, Devices


2009



May 8



60 000



11.18



166 126



30 000



120 000



50 000



935 174Mary McDowell
    Executive Vice President, Chief Development Officer


2009



May 8



55 000



11.18



152 283



27 500



110 000



38 000



800 873     (1)

    
    Including all equity awards made during 2009. Awards were made
    under the Nokia Stock Option Plan 2007, the Nokia Performance
    Share Plan 2009 and the Nokia Restricted Share Plan 2009.(2)

    
    The fair value of stock options equals the estimated fair value
    on the grant date, calculated using the Black-Scholes model. The
    stock option exercise price was EUR 11.18 on May 8, 2009
    and EUR 8.76 on November 6, 2009. NASDAQ OMX HELSINKI
    closing market price at grant date on May 8, 2009 was EUR
    10.84 and on November 6, 2009 was EUR 8.84.(3)

    
    The fair value of performance shares and restricted shares
    equals the estimated fair value on grant date. The estimated
    fair value is based on the grant date market price of the Nokia
    share less the present value of dividends expected to be paid
    during the vesting period. The value of performance shares is
    presented on the basis of a number of shares, which is two times
    the number at threshold.    Pension
    Arrangements for the Members of the Group Executive
    Board
     131




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##### Table of Contents



Service
    Contracts
  12-month
  Equity-Based
    Compensation Programs
  General
       132




---



##### Table of Contents



Performance
    Shares
      and/or
  InterimPerformance


measurement


1st (interim)


2nd (final)Plan

period


period


settlement


settlement2005


2005-2008



2005-2006



2007



20092006


2006-2008



N/A



N/A



20092007


2007-2009



N/A



N/A



20102008


2008-2010



N/A



N/A



20112009


2009-2011



N/A



N/A



2012       Stock
    Options
       133




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##### Table of Contents



Restricted
    Shares
      Other Equity
    Plans for Employees
    2008-2012
     134




---



##### Table of Contents



Equity-Based
    Compensation Program 2010
    Performance
    Shares
  (2010-2012).
  Average Annual Net Sales Growth 2010-2012, and
  EPS (diluted, non-IFRS)
      Stock
    Options
    Restricted
    Shares
  (2010-2012).
 135




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##### Table of Contents



Maximum Planned
    Grants in 2010
    Maximum Number of Planned Grants underthe Equity Based Compensation ProgramPlan type

in 2010Stock Options


8 millionRestricted Shares


6 millionPerformance Shares at
    Threshold(1)


4.25 million     (1)

    
    The maximum number of Nokia shares to be delivered at maximum
    performance is four times the number at threshold i.e. a total
    of 17 million Nokia shares.    Recoupment of
    certain equity gains
   6C. Board
    Practices  The Board of
    Directors
    and/or
     136




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##### Table of Contents



one-to-one
       137




---



##### Table of Contents



Form 20-F.
      www.nokia.com. www.nokia.com.
  www.nokia.com
    Committees of the
    Board of Directors
  The Audit Committee
   138




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##### Table of Contents



The Personnel Committee
   139




---



##### Table of Contents



The Corporate Governance and Nomination Committee
          www.nokia.com.
 140




---



##### Table of Contents



6D.
    Employees    2009


2008


2007Devices & Services


56 462



57 443



49 887NAVTEQ(1)


4 282



3 969



Nokia Siemens
    Networks(2)


62 129



59 965



50 336Corporate Common Functions


298



346



311Nokia Group


123 171



121 723



100 534Finland


22 823



23 478



24 698Other European countries


37 045



37 714



30 488Middle-East & Africa


4 177



5 032



3 384China


15 026



14 099



11 410Asia-Pacific


22 748



20 359



14 873North America


8 236



8 427



5 674Latin America


13 116



12 614



10 007Nokia Group


123 171



121 723



100 534     (1)

    
    On July 10, 2008, Nokia completed the acquisition of NAVTEQ
    Corporation. NAVTEQ is a separate reportable segment of Nokia
    starting from the third quarter 2008. Accordingly, the average
    number of NAVTEQ personnel in 2008 is for the period from
    July 10, 2008 to December 31, 2008.(2)

    
    As of April 1, 2007, our consolidated financial data
    include that of Nokia Siemens Networks on a fully consolidated
    basis. Nokia Siemens Networks, a company jointly owned by Nokia
    and Siemens, is comprised of our former Networks business group
    and Siemens carrier-related operations for fixed and
    mobile networks. Accordingly, the average number of personnel
    for 2007 is not directly comparable with the following years.   6E. Share
    Ownership  General
       141




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##### Table of Contents



Share Ownership
    of the Board of Directors
      Name

Shares(1)


ADSs(1)Jorma
    Ollila(2)


740 970



Marjorie Scardino






26 150Georg
    Ehrnrooth(3)


327 531



Lalita D. Gupte






11 322Bengt Holmström


27 118



Henning Kagermann


10 512



Olli-Pekka-Kallasvuo(4)


383 555



Per
    Karlsson(3)


32 073



Isabel Marey-Semper


5 273



Risto Siilasmaa


48 295



Keijo Suila


13 515



     (1)

    
    The number of shares or ADSs includes not only shares or ADSs
    received as director compensation, but also shares or ADSs
    acquired by any other means.(2)

    
    For Mr. Ollila, this table includes his share ownership
    only. Mr. Ollila was entitled to retain all vested and
    unvested stock options, performance shares and restricted shares
    granted to him in respect of his service as the CEO of Nokia
    prior to June 1, 2006 as approved by the Board of
    Directors. Therefore, in addition to the above-presented share
    ownership, Mr. Ollila held, as at December 31, 2009, a
    total of 1 200 000 stock options. The information relating to
    stock options held by Mr. Ollila as at December 31,
    2009 is presented in the table below.  Total Intrinsic Value ofExercise








Stock Options,Price per








December 30, 2009Stock Option





Share


Number of Stock Options


(EUR)Category


Expiration Date


(EUR)


Exercisable


Unexercisable


Exercisable


Unexercisable2004 2Q



December 31, 2009



11.79



400 000







0



02005 2Q



December 31, 2010



12.79



400 000







0



02006 2Q



December 31, 2011



18.02



325 000



75 000



0



0    The number of stock options in the above table equals the number
    of underlying shares represented by the option entitlement.
    Stock options vest over four years: 25% after one year and 6.25%
    each quarter thereafter. The intrinsic value of the stock
    options in the above table is based on the difference between
    the exercise price of the options and the closing market price
    of Nokia shares on NASDAQ OMX Helsinki as at December 30,
    2009 of EUR 8.92.(3)

    
    Mr. Ehrnrooths and Mr. Karlssons holdings
    include both shares held personally and shares held through a
    company.(4)

    
    For Mr. Kallasvuo, this table includes his share ownership
    only. Mr. Kallasvuos holdings of long-term
    equity-based incentives are outlined below in Stock
    Option Ownership of the Group Executive Board and
    Performance Shares and Restricted Shares. 142




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##### Table of Contents



Share Ownership
    of the Group Executive Board
    Shares


SharesReceivable


Receivable


SharesShares


Through


Through


ReceivableReceivable


Performance


Performance


ThroughThrough Stock


Shares at


Shares at


RestrictedShares


Options


Threshold(3)


Maximum(4)


SharesNumber of equity instruments held by Group Executive Board


1 179 209



3 032 410



521 000



2 084 000



1 151 000% of the
    shares(1)


0.0318



0.0818



0.0140



0.0562



0.0310% of the total outstanding equity incentives (per
    instrument)(2)






13.326



10.228



10.228



12.269     (1)

    
    The percentage is calculated in relation to the outstanding
    number of shares and total voting rights of the company,
    excluding shares held by Nokia Group.(2)

    
    The percentage is calculated in relation to the total
    outstanding equity incentives per instrument, i.e., stock
    options, performance shares and restricted shares, as
    applicable, under the global equity plans.(3)

    
    No Nokia shares were delivered under Nokia Performance Share
    Plan 2007 as Nokias performance did not reach the
    threshold level of either performance criteria. Therefore the
    shares deliverable at threshold equals zero for the performance
    share plan 2007.(4)

    
    No Nokia shares were delivered under Nokia Performance Share
    Plan 2007 as Nokias performance did not reach the
    threshold level of either performance criteria. Therefore the
    shares deliverable at maximum equals zero for Nokia Performance
    Share Plan 2007. At maximum performance under the performance
    share plan 2008 and 2009, the number of shares deliverable
    equals four times the number of performance shares at threshold.    Name

Shares


ADSsOlli-Pekka Kallasvuo


383 555



Esko Aho






Timo Ihamuotila


47 159



Mary McDowell


127 906



5 000Hallstein Moerk


64 526



Tero Ojanperä


55 826



Niklas Savander


71 165



Richard Simonson


158 841



30 557Alberto Torres


41 410



Anssi Vanjoki


125 514



Kai Öistämö


67 750



    143




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##### Table of Contents



Stock Option
    Ownership of the Group Executive Board
    Exercise








Total Intrinsic Value ofPrice








Stock Options,per








December 31, 2009Stock Option


Expiration


Share


Number of Stock
    Options(1)


(EUR)(2)Name

Category


Date


(EUR)


Exercisable


Unexercisable


Exercisable(3)


UnexercisableOlli-Pekka Kallasvuo


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



60 000



0



0



02005 4Q



December 31, 2010



14.48



93 750



6 250



0



02006 2Q



December 31, 2011



18.02



243 750



56 250



0



02007 2Q



December 31, 2012



18.39



90 000



70 000



0



02008 2Q



December 31, 2013



19.16



35 937



79 063



0



02009 2Q



December 31, 2014



11.18



0



235 000



0



0Esko Aho


2009 2Q



December 31, 2014



11.18



0



35 000



0



0Timo Ihamuotila


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



6 300



0



0



02006 2Q



December 31, 2011



18.02



7 200



2 700



0



02007 2Q



December 31, 2012



18.39



18 000



14 000



0



02008 2Q



December 31, 2013



19.16



6 250



13 750



0



02009 2Q



December 31, 2014



11.18



0



35 000



0



02009 4Q



December 31, 2014



8.76



0



20 000



0



3 200Mary McDowell


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



60 000



0



0



02006 2Q



December 31, 2011



18.02



81 250



18 750



0



02007 2Q



December 31, 2012



18.39



30 935



24 065



0



02008 2Q



December 31, 2013



19.16



8 750



19 250



0



02009 2Q



December 31, 2014



11.18



0



55 000



0



0Hallstein Moerk


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



17 500



0



0



02006 2Q



December 31, 2011



18.02



48 750



11 250



0



02007 2Q



December 31, 2012



18.39



18 000



14 000



0



02008 2Q



December 31, 2013



19.16



6 250



13 750



0



02009 2Q



December 31, 2014



11.18



0



35 000



0



0Tero Ojanperä


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



40 000



0



0



02006 2Q



December 31, 2011



18.02



48 750



11 250



0



02007 2Q



December 31, 2012



18.39



18 000



14 000



0



02008 2Q



December 31, 2013



19.16



6 250



13 750



0



02009 2Q



December 31, 2014



11.18



0



35 000



0



0Niklas Savander


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



7 000



0



0



02006 2Q



December 31, 2011



18.02



33 750



11 250



0



02007 2Q



December 31, 2012



18.39



18 000



14 000



0



02008 2Q



December 31, 2013



19.16



8 750



19 250



0



02009 2Q



December 31, 2014



11.18



0



55 000



0



0Richard Simonson


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



60 000



0



0



02006 2Q



December 31, 2011



18.02



81 250



18 750



0



02007 2Q



December 31, 2012



18.39



30 935



24 065



0



02008 2Q



December 31, 2013



19.16



10 000



22 000



0



02009 2Q



December 31, 2014



11.18



0



60 000



0



0Alberto Torres


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



10 000



0



0



02006 2Q



December 31, 2011



18.02



5 850



1 350



0



02007 2Q



December 31, 2012



18.39



10 125



7 875



0



02008 2Q



December 31, 2013



19.16



3 125



6 875



0



02009 2Q



December 31, 2014



11.18



0



20 000



0



0Anssi Vanjoki


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



26 250



0



0



02006 2Q



December 31, 2011



18.02



50 000



18 750



0



02007 2Q



December 31, 2012



18.39



30 935



24 065



0



02008 2Q



December 31, 2013



19.16



10 000



22 000



0



02009 2Q



December 31, 2014



11.18



0



60 000



0



0 144




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##### Table of Contents



Exercise








Total Intrinsic Value ofPrice








Stock Options,per








December 31, 2009Stock Option


Expiration


Share


Number of Stock
    Options(1)


(EUR)(2)Name

Category


Date


(EUR)


Exercisable


Unexercisable


Exercisable(3)


UnexercisableKai Öistämö


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



7 200



0



0



02005 4Q



December 31, 2010



14.48



17 500



1 750



0



02006 2Q



December 31, 2011



18.02



81 250



18 750



0



02007 2Q



December 31, 2012



18.39



30 935



24 065



0



02008 2Q



December 31, 2013



19.16



10 000



22 000



0



02009 2Q



December 31, 2014



11.18



0



60 000



0



0Stock options held by the members of the Group Executive Board
    Total(4)














1 688 537



1 343 873



0



3 200All outstanding stock option plans (global plans), Total














12 844 453



9 911 056



0



6099     (1)

    
    Number of stock options equals the number of underlying shares
    represented by the option entitlement. Stock options vest over
    four years: 25% after one year and 6.25% each quarter thereafter.(2)

    
    The intrinsic value of the stock options is based on the
    difference between the exercise price of the options and the
    closing market price of Nokia shares on NASDAQ OMX Helsinki as
    at December 30, 2009 of EUR 8.92.(3)

    
    For gains realized upon exercise of stock options for the
    members of the Group Executive Board, see the table in
    Stock Option Exercises and Settlement of
    Shares below.(4)

    
    Mr. Andersson left the Group Executive Board as of
    September 30, 2009 to head Nokia Corporate Alliances and
    Business Development. Mr. Beresford-Wylie left the Group
    Executive Board as of September 30, 2009 and ceased
    employment with Nokia Siemens Networks on November 1, 2009.
    From April 1, 2007, Mr. Beresford-Wylie has
    participated in a long-term cash incentive plan sponsored by
    Nokia Siemens Networks instead of the long-term equity-based
    plans of Nokia. The information related to stock options held
    and retained by Mr. Andersson and Mr. Beresford-Wylie
    as of the date of resignation from the Group Executive Board is
    presented in the table below.  Exercise








Total Intrinsic Value ofPrice








Stock Options,Stock Option


Expiration


Share


Number of Stock
    Options(1)


(EUR)(7)Name

Category


Date


(EUR)


Exercisable


Unexercisable


Exercisable(3)


UnexercisableRobert
    Andersson(5)

    (as per September 30, 2009)


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



12 000



0



0



02005 4Q



December 31, 2010



14.48



24 500



3 500



0



02006 2Q



December 31, 2011



18.02



35 000



20 000



0



02007 2Q



December 31, 2012



18.39



16 000



16 000



0



02008 2Q



December 31, 2013



19.16



5 000



15 000



0



02009 2Q



December 31, 2014



11.18



0



5 000



0



0Simon
    Beresford-Wylie(6)

    (as per September 30, 2009)


2004 2Q



December 31, 2009



11.79



0



0



0



02005 2Q



December 31, 2010



12.79



54 000



0



0



02006 2Q



December 31, 2011



18.02



75 000



6 250



0



0   (5)

    
    Mr. Andersson remained with Nokia and thus is entitled to
    retain all vested and unvested stock options granted to him
    prior to leaving the Group Executive Board as of
    September 30, 2009.(6)

    
    Mr. Beresford-Wylies stock option grants were
    forfeited upon termination of employment in accordance with the
    plan rules.(7)

    
    The intrinsic value of the stock options is based on the
    difference between the exercise price of the options and the
    closing market price of Nokia shares on NASDAQ OMX Helsinki as
    at September 30, 2009 of EUR 10.05. 145




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##### Table of Contents



Performance
    Shares and Restricted Shares
    Performance Shares


Restricted SharesNumber of


Number ofPerformance


Performance


Intrinsic Value





Number of


Intrinsic ValueShares at


Shares at


December 31,


Plan


Restricted


December 31,Name

Plan
    Name(1)


Threshold(2)


Maximum(3)(4)


2009(4)(EUR)


Name(5)


Shares


2009(6)(EUR)Olli-Pekka Kallasvuo


2007



0



0



0



2007



100 000



892 0002008



57 500



230 000



0



2008



75 000



669 0002009



117 500



470 000



2 096 200



2009



150 000



1 338 000Esko Aho


2008



0



0



0



2008



7 000



62 4402009



17 500



70 000



312 200



2009



25 000



223 000Timo Ihamuotila


2007



0



0



0



2007



25 000



223 0002008



10 000



40 000



0



2008



14 000



124 8802009



27 500



110 000



490 600



2009



35 000



312 200Mary McDowell


2007



0



0



0



2007



35 000



312 2002008



14 000



56 000



0



2008



20 000



178 4002009



27 500



110 000



490 600



2009



38 000



338 960Hallstein Moerk


2007



0



0



0



2007



25 000



223 0002008



10 000



40 000



0



2008



14 000



124 8802009



17 500



70 000



312 200



2009



25 000



223 000Tero Ojanperä


2007



0



0



0



2007



25 000



223 0002008



10 000



40 000



0



2008



14 000



124 8802009



17 500



70 000



312 200



2009



25 000



223 000Niklas Savander


2007



0



0



0



2007



25 000



223 0002008



14 000



56 000



0



2008



20 000



178 4002009



27 500



110 000



490 600



2009



38 000



338 960Rick Simonson


2007



0



0



0



2007



35 000



312 2002008



16 000



64 000



0



2008



22 000



196 2402009



30 000



120 000



535 200



2009



107 000



954 440Alberto Torres


2007



0



0



0



2007



13 000



115 9602008



5 000



20 000



0



2008



10 000



89 2002009



10 000



40 000



178 400



2009



25 000



223 000Anssi Vanjoki


2007



0



0



0



2007



35 000



312 2002008



16 000



64 000



0



2008



22 000



196 2402009



30 000



120 000



535 200



2009



40 000



356 800Kai Öistämö


2007



0



0



0



2007



35 000



312 2002008



16 000



64 000



0



2008



22 000



196 2402009



30 000



120 000



535 200



2009



50 000



446 000Performance shares and restricted shares held by the Group
    Executive Board,
    Total(7)






521 000



2 084 000



6 288 600







1 151 000



10 266 920All outstanding performance shares and restricted shares (global
    plans), Total






5 093 960
(11)


20 375 720
(12)


52 040 089







9 381 002



83 678 538     (1)

    
    The performance period for the 2007 plan is
    2007-2009,
    2008 plan
    2008-2010
    and 2009 plan
    2009-2011,
    respectively.(2)

    
    The threshold number will vest as Nokia shares should the
    pre-determined threshold performance levels be met. No Nokia
    shares were delivered under the Performance Share Plan 2007 as
    Nokias performance did not reach the threshold level of
    either performance criteria. Therefore the shares deliverable at
    threshold equals zero for the Performance Share Plan 2007.(3)

    
    The maximum number will vest as Nokia shares should the
    pre-determined maximum performance levels be met. The maximum
    number of performance shares equals four times the number at
    threshold. No Nokia shares were delivered under the Performance
    Share Plan 2007 as 146




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##### Table of Contents



Nokias performance did not reach the threshold level of
    either performance criteria. Therefore the shares deliverable at
    maximum equals zero for the Performance Share Plan 2007.(4)

    
    For Performance Share Plans 2008 and 2009 the value of
    performance shares is presented on the basis of Nokias
    estimation of the number of shares expected to vest. The
    intrinsic value for the Performance Share Plan 2009 is based on
    the closing market price of a Nokia share on NASDAQ OMX Helsinki
    as at December 30, 2009 of EUR 8.92. For the Performance
    Share Plan 2007 no  Nokia shares were delivered as Nokias
    performance did not reach the threshold level of either
    performance criteria.(5)

    
    Under the Restricted Share Plans 2007, 2008 and 2009, awards
    have been granted quarterly. For the major part of the awards
    made under these plans, the restriction period will end for the
    2007 plan, on January 1, 2011; and for the 2008 plan, on
    January 1, 2012 and for the 2009 plan, on January 1,
    2013.(6)

    
    The intrinsic value is based on the closing market price of a
    Nokia share on NASDAQ OMX Helsinki as at December 30, 2009
    of EUR 8.92.(7)

    
    Mr. Andersson, left the Group Executive Board as of
    September 30, 2009 to head Nokia Corporate Alliances and
    Business Development. Mr. Beresford-Wylie left the Group
    Executive Board as of September 30, 2009 and ceased
    employment with Nokia Siemens Networks on November 1, 2009.
    From April 1, 2007, Mr. Beresford-Wylie has
    participated in a long-term cash incentive plan sponsored by
    Nokia Siemens Networks instead of the long-term equity-based
    plans of Nokia. The information related to performance shares
    and restricted shares held by Mr. Andersson and
    Mr. Beresford-Wylie as of the date of resignation from the
    Group Executive Board is represented in the table below.  Performance Shares


Restricted SharesNumber of


Number ofPerformance


Performance


Intrinsic





Number of


IntrinsicPlan


Shares at


Shares at


Value


Plan


Restricted


ValueName

Name(1)


Threshold(2)


Maximum(3)(4)


(EUR)(10)


Name(5)


Shares


(EUR)(10)Robert
    Andersson(8)

    (as per September 30, 2009)


2007



0



0



0



2006



20 000



201 0002008



10 000



40 000



0



2007



25 000



251 2502009



2 500



10 000



50 250



2008



7 000



70 350Simon
    Beresford-Wylie(9)


















2006



25 000



251 250(as per September 30, 2009)   (8)

    
    Mr. Andersson remained with Nokia and thus is entitled to
    retain performance shares and restricted shares granted to him
    prior to leaving the Group executive Board as of
    September 30, 2009.(9)

    
    Mr. Beresford-Wylies performance and restricted
    shares grants were forfeited upon termination of employment in
    accordance with the plan rules.(10)

    
    The intrinsic value is based on the closing market price of a
    Nokia share on NASDAQ OMX Helsinki as at September 30, 2009
    of EUR 10.05.(11)

    
    The threshold number will vest as Nokia shares should the
    pre-determined threshold performance levels be met. No Nokia
    shares were delivered under the Performance Share Plan 2007 as
    Nokias performance did not reach the threshold level of
    either performance criteria. Therefore the aggregate number does
    not include any shares for Performance Share Plan 2007.(12)

    
    The maximum number will vest as Nokia shares should the
    pre-determined maximum performance levels be met. The maximum
    number of performance shares equals four times the number at
    threshold. No Nokia shares were delivered under the Performance
    Share Plan 2007 as Nokias performance did not reach the
    threshold level of either performance criteria. Therefore the
    aggregate number does not include any shares for Performance
    Share Plan 2007. 147




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##### Table of Contents



Stock Option
    Exercises and Settlement of Shares
    Stock OptionsAwards(1)


Performance Shares
    Awards(2)


Restricted Shares
    Awards(3)Number of


Value


Number of


Value


Number of


ValueShares


Realized on


Shares


Realized


Shares


Realized onAcquired on


Exercise


Delivered on


on


Delivered on


VestingName(5)

Exercise


(EUR)


Vesting


Vesting (EUR)


Vesting


(EUR)Olli-Pekka Kallasvuo


0



0.00



180 300



1 491 450



135 000
(4)


1 159 200
(4)Esko Aho


0



0.00



0



0



0



0Timo Ihamuotila


0



0.00



14 760



137 835



4 500



40 005Mary McDowell


0



0.00



81 300



727 170



25 000



222 250Hallstein Moerk


0



0.00



50 900



459 304



15 000



133 350Tero Ojanperä


0



0.00



50 900



459 304



15 000



133 350Niklas Savander


0



0.00



37 121



309 802



15 000



133 350Rick Simonson


0



0.00



81 300



727 170



25 000



222 250Alberto Torres


0



0.00



8 865



85 030



4 800



42 672Anssi Vanjoki


0



0.00



81 300



727 170



25 000



222 250Kai Öistämö


0



0.00



56 284



455 746



25 000



222 250     (1)

    
    Value realized on exercise is based on the difference between
    the Nokia share price and exercise price of options
    (non-transferable stock options).(2)

    
    Represents the final payout in gross shares for the 2005 and
    2006 performance share grants. Value for the 2005 performance
    share grant is based on the market price of the Nokia share on
    NASDAQ OMX Helsinki as at May 27, 2009 of EUR 10.85. Value
    for the 2006 performance share grant is based on the closing
    market price of the Nokia share on NASDAQ OMX Helsinki as at
    February 26, 2009 of EUR 7.72.(3)

    
    Delivery of Nokia shares vested from the 2006 restricted share
    grant to all members of the Group Executive Board. Value is
    based on the closing market price of the Nokia share on NASDAQ
    OMX Helsinki on October 21, 2009 of EUR 8.89.(4)

    
    Represents the final payout in gross shares for the 2005 and
    2006 restricted share grants. Value for the 2005 restricted
    share grant is based on the closing market price of the Nokia
    share on NASDAQ OMX Helsinki on February 26, 2009 of EUR
    7.72. Value for the 2006 restricted share grant is based on the
    closing market price of the Nokia share on NASDAQ OMX Helsinki
    on October 21, 2009 of EUR 8.89.(5)

    
    Mr. Andersson, left the Group Executive Board as of
    September 30, 2009 to head Nokia Corporate Alliances and
    Business Development. Mr. Beresford-Wylie left the Group
    Executive Board as of September 30, 2009 and ceased
    employment with Nokia Siemens Networks on November 1, 2009.
    The information regarding stock option exercises and settlement
    of shares regarding Mr. Andersson and
    Mr. Beresford-Wylie as of the date of resignation from the
    Group Executive Board is represented in the table below.  Stock OptionsAwards(1)


Performance Shares
    Awards(2)


Restricted Shares
    Awards(3)Number of


Value


Number of


Value


Number of


ValueShares


Realized on


Shares


Realized


Shares


Realized onAcquired on


Exercise


Delivered on


on


Delivered on


VestingName(5)

Year


Exercise


(EUR)


Vesting


Vesting (EUR)


Vesting


(EUR)Robert Andersson (as per September 30, 2009)


2009



0



0.00



45 960



374 718



0



0.00Simon Beresford-Wylie (as per September 30, 2009)


2009



0



0.00



81 300



727 170



0



0.00  148




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##### Table of Contents



Stock Ownership
    Guidelines for Executive Management
    Insider Trading
    in Securities
    ITEM 7.
    MAJOR
    SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7A. Major
    Shareholders         149




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##### Table of Contents



7B. Related Party
    Transactions       7C. Interests of
    Experts and Counsel    ITEM 8.
    FINANCIAL
    INFORMATION 8A. Consolidated
    Statements and Other Financial Information  8A1.
  8A2.
  8A3. page F-1
  8A4.
  8A5.
  8A6.
  8A7.
    Litigation
  Intellectual
    Property Rights Litigation
  InterDigital
  paid-up,
     150




---



##### Table of Contents



IPCom
          and/or
    Apple
   151




---



##### Table of Contents



Product
    Related Litigation
        Antitrust
    Litigation
  and/or
 152




---



##### Table of Contents



and/or
    Agreement
    Related Litigation
    Securities
    Litigation
   153




---



##### Table of Contents



8A8. Dividend
    Policy
   8B. Significant
    Changes    ITEM 9.
    THE
    OFFER AND LISTING 9A. Offer and
    Listing Details   154




---



##### Table of Contents



NASDAQ


New YorkOMX


StockHelsinki


ExchangePrice per share


Price per ADSHigh


Low


High


Low(EUR)


(USD)2004


18.79



8.97



23.22



11.032005


15.75



10.75



18.62



13.922006


18.65



14.61



23.10



17.722007


28.60



14.63



41.10



19.082008First Quarter


25.78



18.49



38.25



29.30Second Quarter


21.81



15.38



34.02



24.03Third Quarter


18.06



12.65



28.13



17.60Fourth Quarter


13.15



9.95



18.50



12.35Full Year


25.78



9.95



38.25



12.352009First Quarter


12.25



6.67



16.38



8.47Second Quarter


11.88



8.57



16.58



11.46Third Quarter


11.25



8.45



16.00



12.10Fourth Quarter


10.68



8.41



15.60



12.14Full Year


12.25



6.67



16.58



8.47Most recent six monthsSeptember 2009


10.93



9.28



16.00



13.15October 2009


10.68



8.61



15.60



12.59November 2009


9.41



8.49



14.04



12.56December 2009


9.15



8.41



13.60



12.14January 2010


10.43



8.79



14.47



12.52February 2010


10.43



9.39



14.43



12.73  9B. Plan of
    Distribution   9C.
    Markets   9D. Selling
    Shareholders   9E.
    Dilution   155




---



##### Table of Contents



9F. Expenses of
    the Issue    ITEM 10.
    ADDITIONAL
    INFORMATION 10A. Share
    Capital   10B. Memorandum
    and Articles of Association  Registration
  038-9.
  Directors
    Voting Powers
    Share Rights,
    Preferences and Restrictions
       156




---



##### Table of Contents



Disclosure of
    Shareholder Ownership
    Purchase
    Obligation
    3/10
 157




---



##### Table of Contents



Pre-Emptive
    Rights
     10C. Material
    Contracts   10D. Exchange
    Controls   10E.
    Taxation  General
     158




---



##### Table of Contents



US and Finnish
    Taxation of Cash Dividends
     159




---



##### Table of Contents



dollar-for-dollar
  Forms 1099-DIV
    Finnish
    Withholding Taxes on Nominee Registered Shares
       160




---



##### Table of Contents



US and Finnish
    Tax on Sale or Other Disposition
        Finnish Capital
    Taxes
    Finnish Transfer
    Tax
    Finnish
    Inheritance and Gift Taxes
    Non-Residents of
    the United States
   161




---



##### Table of Contents



US Information
    Reporting and Backup Withholding
  Form W-9 Form W-8BEN)
 10F. Dividends
    and Paying Agents   10G. Statement by
    Experts   10H. Documents on
    Display   10I. Subsidiary
    Information    ITEM 11.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   162




---



##### Table of Contents



ITEM 12.
    DESCRIPTION
    OF SECURITIES OTHER THAN EQUITY SECURITIES 12D.3 Depositary
    Fees and Charges    Service

Fees (USD)Issuance of ADSs

Up to 5 cents per
    ADS(1)Cancellation of ADSs

Up to 5 cents per
    ADS(1)Distribution of cash dividends or other cash distributions

Up to 2 cents per
    ADS(2)Distribution of ADSs pursuant to (i) stock dividends, free
    stock distributions or (ii) exercises of rights to purchase
    additional ADSs

Up to 5 cents per
    ADS(2)Distribution of securities other than ADSs or rights to purchase
    additional ADSs

Up to 5 cents per
    ADS(1)ADR transfer fee

USD 1.50 per
    transfer(1)     (1)

    
    These fees are typically paid to the Depositary by the brokers
    on behalf of their clients receiving the newly-issued ADSs from
    the Depositary and by the brokers on behalf of their clients
    delivering the ADSs to the Depositary for cancellation. The
    brokers in turn charge these transaction fees to their clients.(2)

    
    In practice, the Depositary has not collected these fees. If
    collected, such fees are offset against the related distribution
    made to the ADR holder.      12D.4 Depositary
    Payments for 2009
    Category

Payment (USD)New York Stock Exchange listing fees


500 000Settlement infrastructure fees (including the Depositary Trust
    Company fees)


37 224Proxy process expenses (including printing, postage and
    distribution)


1 039 476ADS holder identification expenses


94 590Total


1 671 290    163




---



##### Table of Contents



PART II  ITEM 13.
    DEFAULTS,
    DIVIDEND ARREARAGES AND DELINQUENCIES    ITEM 14.
    MATERIAL
    MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
    PROCEEDS    ITEM 15.
    CONTROLS
    AND PROCEDURES  Disclosure Controls and Procedures. Rule 13a-15(e))
  Managements Annual Report on Internal Control
    Over Financial Reporting.
      Attestation Report of the Registered Public
    Accounting Firm. page F-1.
  Changes in Internal Control Over Financial
    Reporting.
  ITEM 16A.
    AUDIT
    COMMITTEE FINANCIAL EXPERT  Form 20-F.
 164




---



##### Table of Contents



ITEM 16B.
    CODE
    OF ETHICS  www.nokia.com/board
  ITEM 16C.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Auditor Fees and
    Services
      2009


2008Nokia Siemens








Nokia SiemensNokia


Networks


Total


Nokia


Networks


Total(EUR millions)Audit
    Fees(1)


6.2



9.8



16.0



6.4



13.1



19.5Audit-Related
    Fees(2)


1.2



1.6



2.8



2.4



5.0



7.4Tax
    Fees(3)


3.6



2.0



5.6



3.8



3.0



6.8All Other
    Fees(4)


0.3







0.3



0.7







0.7Total


11.3



13.4



24.7



13.3



21.1



34.4     (1)

    
    Audit Fees consist of fees billed for the annual audit of the
    companys consolidated financial statements and the
    statutory financial statements of the companys
    subsidiaries. They also include fees billed for other audit
    services, which are those services that only the independent
    auditor reasonably can provide, and include the provision of
    comfort letters and consents in connection with statutory and
    regulatory filings and the review of documents filed with the
    SEC and other capital markets or local financial reporting
    regulatory bodies.(2)

    
    Audit-Related Fees consist of fees billed for assurance and
    related services that are reasonably related to the performance
    of the audit or review of the companys financial
    statements or that are traditionally performed by the
    independent auditor, and include consultations concerning
    financial accounting and reporting standards; SAS 70 audit of
    internal controls; advice on tax accounting matters; advice and
    assistance in connection with local statutory accounting
    requirements; due diligence related to acquisitions; financial
    due diligence in connection with provision of funding to
    customers, reports in relation to covenants in loan agreements;
    employee benefit plan audits and reviews; and audit procedures
    in connection with investigations and the compliance program
    implemented at Nokia Siemens Networks related to the
    Siemens carrier-related operations transferred to Nokia
    Siemens Networks. The amounts paid by Nokia to
    PricewaterhouseCoopers in 2008 include EUR 2.5 million
    Nokia has recovered or will be able to recover from a third
    party.(3)

    
    Tax fees include fees billed for (i) corporate and indirect
    compliance including preparation and/or review of tax returns,
    preparation, review and/or filing of various certificates and
    forms and consultation regarding tax returns and assistance with
    revenue authority queries; (ii) transfer pricing advice and
    assistance with tax clearances; (iii) customs duties
    reviews and advise; (iii) consultations and tax audits
    (assistance with technical tax queries and tax audits and
    appeals 165




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##### Table of Contents



and advise on mergers, acquisitions and restructurings);
    (iv) personal compliance (preparation of individual tax
    returns and registrations for employees (non-executives),
    assistance with applying visa, residency, work permits and tax
    status for expatriates); and (v) consultation and planning
    (advice on stock based remuneration, local employer tax laws,
    social security laws, employment laws and compensation programs,
    tax implications on short-term international transfers).(4)

    
    All Other Fees include fees billed for company establishment,
    forensic accounting, data security, investigations and reviews
    of licensing arrangements with customers and occasional training
    or reference materials and services.  Audit Committee
    Pre-approval Policies and Procedures
    case-by-case
    ITEM 16D.
    EXEMPTIONS
    FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES    ITEM 16E.
    PURCHASES
    OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
    PURCHASERS    ITEM 16G.
    CORPORATE
    GOVERNANCE   166




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##### Table of Contents



www.cgfinland.fi
 PART III  ITEM 17.
    FINANCIAL
    STATEMENTS    ITEM 18.
    FINANCIAL
    STATEMENTS    Consolidated Financial Statements Report of
    Independent
    Registered Public Accounting Firm


F-1Consolidated Income Statements


F-2Consolidated Statements of Comprehensive
    Income


F-3Consolidated Statements of Financial Position


F-4Consolidated Statements of Cash Flows


F-5Consolidated Statements of Changes in
    Shareholders Equity


F-7Notes to the Consolidated Financial Statements


F-9   ITEM 19.
    EXHIBITS  *1


Articles of Association of Nokia Corporation.6


See Note 27 to our consolidated financial statements
    included in Item 18 of this annual report for information
    on how earnings per share information was calculated.8


List of significant subsidiaries.12
.1

Certification of Olli-Pekka Kallasvuo, Chief Executive Officer
    of Nokia Corporation, pursuant to Section 302 of the
    Sarbanes- Oxley Act of 2002.12
.2

Certification of Timo Ihamuotila, Chief Financial Officer of
    Nokia Corporation, pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.13


Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.15
.(a)

Consent of Independent Registered Public Accounting Firm.     *
    
    Incorporated by reference to our annual report on
    Form 20-F
    for the fiscal year ended December 31, 2007. 167




---



##### Table of Contents



GLOSSARY OF
    TERMS  2G (second generation mobile
    communications):
  3G (third generation mobile
    communications):
  3GPP (Third Generation Partnership Project) and 3GPP2
    (Third Generation Partnership Project
    2):
  Access network:
  ADSL (asymmetric digital subscriber
    line):
  Bandwidth:
  Base station:
  Base station controller: set-up
  Bluetooth:
  Broadband:
  CDMA (Code Division Multiple
    Access):
  Cellular network:
  Converged mobile device: Mobile phone
  Convergence:
  Core network:
  Digital:
  EDGE (Enhanced Data Rates for Global
    Evolution):
 168




---



##### Table of Contents



Engine:
  Ethernet:
  ETSI (European Telecommunications Standards
    Institute):
  FTTB (Fiber to the building):
  FTTC (Fiber to the curb):
  GPRS (General Packet Radio Services):
  GPS (Global Positioning
    System):
  GSM (Global System for Mobile
    Communications):
  HSPA (High-Speed Packet Access):
  HSDPA (High-Speed Downlink Packet
    Access):
  I-HSPA (Internet-HSPA):
  IMS (IP Multimedia Subsystem):
  IP (Internet Protocol):
  IPR (Intellectual Property
    Right):
  IPTV (Internet Protocol
    television):
  Java:
  LTE (Long-Term Evolution):
  Maemo: MeeGo
  MeeGo:
 169




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##### Table of Contents



Mobile device:
  Mobile phone: Converged mobile
    device
  Multiplexing:
  Multiradio:
  NGOA (Next Generation Optical
    Access):
  OFDM (Orthogonal
    Frequency-Division Multiplexing): sub-signals
  Open source:
  OS:
  Packet:
  Platform:
  Series 30:
  Series 40:
  Smartphone: Converged mobile
    device
  Symbian:
  TD-LTE (time division long term
    evolution):
  TD-SCDMA (time division synchronous code division multiple
    access):
  Transmission:
  VDSL (very high bit rate digital subscriber
    line):
  VoIP (Voice over Internet
    Protocol):
  Wavelength-division
    multiplexing:
 170




---



##### Table of Contents



WCDMA (Wideband Code Division Multiple
    Access):
  WiMAX (Worldwide Interoperability for Microwave
    Access):
  WLAN (wireless local area network):
 171




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm  To the Board of Directors and Shareholders of Nokia
    Corporation
  Internal Control Integrated
    Framework
           F-1




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated Income Statements
  Financial Year Ended December 31Notes


2009


2008


2007EURm


EURm


EURmNet sales






40 984



50 710



51 058Cost of sales






(27 720
)


(33 337
)


(33 781
)Gross profit






13 264



17 373



17 277Research and development expenses






(5 909
)


(5 968
)


(5 636
)Selling and marketing expenses






(3 933
)


(4 380
)


(4 379
)Administrative and general expenses






(1 145
)


(1 284
)


(1 165
)Impairment of goodwill


7



(908
)






Other income


6



338



420



2 312Other expenses


6,7



(510
)


(1 195
)


(424
)Operating profit


2-9,23



1 197



4 966



7 985Share of results of associated companies


14,30



30



6



44Financial income and expenses


10



(265
)


(2
)


239Profit before tax






962



4 970



8 268Tax


11



(702
)


(1 081
)


(1 522
)Profit






260



3 889



6 746Profit attributable to equity holders of the parent






891



3 988



7 205Loss attributable to minority interests






(631
)


(99
)


(459
)260



3 889



6 7462009


2008


2007Earnings per share


27



EUR



EUR



EUR(for profit attributable to the equity holders of the parent)Basic






0.24



1.07



1.85Diluted






0.24



1.05



1.832009


2008


2007Average number of shares (000s shares)


27Basic






3 705 116



3 743 622



3 885 408Diluted






3 721 072



3 780 363



3 932 008    F-2




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated Statements of Comprehensive
    Income
  Financial Year Ended December 31Notes


2009


2008


2007EURm


EURm


EURmProfit






260



3 889



6 746Other comprehensive incomeTranslation differences


21



(563
)


595



(151
)Net investment hedge gains (losses)


21



114



(123
)


51Cash flow hedges


20



25



(40
)


(7
)Available-for-sale
    investments


20



48



(15
)


49Other increase (decrease), net






(7
)


28



(46
)Income tax related to components of other comprehensive income


20,21



(44
)


58



(12
)Other comprehensive income (expense), net of tax






(427
)


503



(116
)Total comprehensive income (expense)






(167
)


4 392



6 630Total comprehensive income (expense) attributable to
    equity holders of the parent






429



4 577



7 073minority interests






(596
)


(185
)


(443
)(167
)


4 392



6 630    F-3




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated Statements of Financial
    Position
 December 31Notes


2009


2008EURm


EURmASSETSNon-current assetsCapitalized development costs


12



143



244Goodwill


12



5 171



6 257Other intangible assets


12



2 762



3 913Property, plant and equipment


13



1 867



2 090Investments in associated companies


14



69



96Available-for-sale
    investments


15



554



512Deferred tax assets


24



1 507



1 963Long-term loans receivable


15,33



46



27Other non-current assets


15



6



1012 125



15 112Current assetsInventories


17,19



1 865



2 533Accounts receivable, net of allowances for doubtful
    accounts (2009: EUR 391 million, 2008: EUR 415 million)


15,19,33



7 981



9 444Prepaid expenses and accrued income


18



4 551



4 538Current portion of long-term loans receivable


15,33



14



101Other financial assets


15,16,33



329



1 034Investments at fair value through profit and loss, liquid assets


15,33



580



Available-for-sale
    investments, liquid assets


15,33



2 367



1 272Available-for-sale
    investments, cash equivalents


15,33



4 784



3 842Bank and cash


33



1 142



1 70623 613



24 470Total assets






35 738



39 582SHAREHOLDERS EQUITY AND LIABILITIESCapital and reserves attributable to equity holders of the
    parentShare capital


22



246



246Share issue premium






279



442Treasury shares, at cost






(681
)


(1 881
)Translation differences


21



(127
)


341Fair value and other reserves


20



69



62Reserve for invested non-restricted equity






3 170



3 306Retained earnings






10 132



11 69213 088



14 208Minority interests






1 661



2 302Total equity






14 749



16 510Non-current liabilitiesLong-term interest-bearing liabilities


15,33



4 432



861Deferred tax liabilities


24



1 303



1 787Other long-term liabilities






66



695 801



2 717Current liabilitiesCurrent portion of long-term loans


15,33



44



13Short-term borrowings


15,33



727



3 578Other financial liabilities


15,16,33



245



924Accounts payable


15,33



4 950



5 225Accrued expenses


25



6 504



7 023Provisions


26



2 718



3 59215 188



20 355Total shareholders equity and liabilities






35 738



39 582    F-4




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
 Consolidated
    Statements of Cash Flows  Financial Year EndedDecember 31Notes


2009


2008


2007EURm


EURm


EURmCash flow from operating activitiesProfit attributable to equity holders of the parent






891



3 988



7 205Adjustments, total


31



3 390



3 024



1 159Change in net working capital


31



140



(2 546
)


605Cash generated from operations






4 421



4 466



8 969Interest received






125



416



362Interest paid






(256
)


(155
)


(59
)Other financial income and expenses, net received






(128
)


250



67Income taxes paid, net received






(915
)


(1 780
)


(1 457
)Net cash from operating activities






3 247



3 197



7 882Cash flow from investing activitiesAcquisition of Group companies, net of acquired cash






(29
)


(5 962
)


253Purchase of current
    available-for-sale
    investments, liquid assets






(2 800
)


(669
)


(4 798
)Purchase of investments at fair value through profit and loss,
    liquid assets






(695
)






Purchase of non-current
    available-for-sale
    investments






(95
)


(121
)


(126
)Purchase of shares in associated companies






(30
)


(24
)


(25
)Additions to capitalized development costs






(27
)


(131
)


(157
)Long-term loans made to customers














(261
)Proceeds from repayment and sale of long-term loans receivable










129



163Proceeds from (+) / payment of (-) other long-term receivables






2



(1
)


5Proceeds from (+) / payment of (-) short-term loans receivable






2



(15
)


(119
)Capital expenditures






(531
)


(889
)


(715
)Proceeds from disposal of shares in associated companies






40



3



6Proceeds from disposal of businesses






61



41



Proceeds from maturities and sale of current
    available-for-sale
    investments, liquid assets






1 730



4 664



4 930Proceeds from maturities and sale of investments at fair value
    through profit and loss, liquid assets






108







Proceeds from sale of non-current
    available-for-sale
    investments






14



10



50Proceeds from sale of fixed assets






100



54



72Dividends received






2



6



12Net cash used in investing activities






(2 148
)


(2 905
)


(710
) F-5




---



##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated
    Statements of Cash Flows (Continued)
  Financial Year EndedDecember 31Notes


2009


2008


2007EURm


EURm


EURmCash flow from financing activitiesProceeds from stock option exercises










53



987Purchase of treasury shares










(3 121
)


(3 819
)Proceeds from long-term borrowings






3 901



714



115Repayment of long-term borrowings






(209
)


(34
)


(16
)Proceeds from (+) / repayment of (-) short-term borrowings






(2 842
)


2 891



661Dividends paid






(1 546
)


(2 048
)


(1 760
)Net cash used in financing activities






(696
)


(1 545
)


(3 832
)Foreign exchange adjustment






(25
)


(49
)


(15
)Net increase (+) / decrease (-) in cash and cash
    equivalents






378



(1 302
)


3 325Cash and cash equivalents at beginning of period






5 548



6 850



3 525Cash and cash equivalents at end of period






5 926



5 548



6 850Cash and cash equivalents comprise of:Bank and cash






1 142



1 706



2 125Current
    available-for-sale
    investments, cash equivalents


15,33



4 784



3 842



4 7255 926



5 548



6 850      F-6




---



##### Table of Contents



Nokia Corporation
    and SubsidiariesConsolidated Statements of Changes in Shareholders
    Equity
  Fairvalue


Reserve forShare








and


invested





BeforeNumber of


Share


issue


Treasury


Translation


other


non-restrict.


Retained


minority


Minorityshares (000s)


capital


premium


shares


differences


reserves


equity


earnings


interests


interests


TotalBalance at December 31, 2006


3 965 730



246



2 707



(2 060
)


(34
)


(14
)






11 123



11 968



92



12 060Translation differences


















(167
)














(167
)


16



(151
)Net investment hedge gains, net of tax


















38















38







38Cash flow hedges, net of tax






















(11
)










(11
)


6



(5
)Available-for-sale
    investments, net of tax






















48











48







48Other decrease, net






























(40
)


(40
)


(6
)


(46
)Profit






























7 205



7 205



(459
)


6 746Total comprehensive income


















(129
)


37







7 165



7 073



(443
)


6 630Stock options exercised


57 269







46















932







978







978Stock options exercised related to acquisitions










(3
)






















(3
)






(3
)Share-based compensation










228























228







228Excess tax benefit on share-based compensation










128























128







128Settlement of performance shares


3 138







(104
)


58











9







(37
)






(37
)Acquisition of treasury shares


(180 590
)










(3 884
)


















(3 884
)






(3 884
)Reissuance of treasury shares


403











7



















7







7Cancellation of treasury shares














2 733















(2 733
)










Share premium reduction and transfer










(2 358
)














2,358















Dividend






























(1 685
)


(1 685
)


(75
)


(1 760
)Minority interest on formation of Nokia Siemens Networks






































2,991



2 991Total of other equity movements










(2 063
)


(1 086
)










3 299



(4 418
)


(4 268
)


2 916



(1 352
)Balance at December 31, 2007


3 845 950



246



644



(3 146
)


(163
)


23



3 299



13 870



14 773



2 565



17 338Translation differences


















595















595







595Net investment hedge gains, net of tax


















(91
)














(91
)






(91
)Cash flow hedges, net of tax






















42











42



(67
)


(25
)Available-for-sale
    investments, net of tax






















(3
)










(3
)


(2
)


(5
)Other increase, net






























46



46



(17
)


29Profit






























3 988



3 988



(99
)


3 889Total comprehensive income


















504



39







4 034



4 577



(185
)


4 392Stock options exercised


3 547























51







51







51Stock options exercised related to acquisitions










1























1







1Share-based compensation










74























74







74Excess tax benefit on share-based compensation










(117
)






















(117
)


(6
)


(124
)Settlement of performance and restricted shares


5 622







(179
)


154











(44
)






(69
)






(69
)Acquisition of treasury shares


(157 390
)










(3 123
)


















(3 123
)






(3 123
)Reissuance of treasury shares


143











2



















2







2Cancellation of treasury shares










0



4 232















(4 232
)










Dividend






























(1 992
)


(1 992
)


(35
)


(2 027
)Acquisitions and other change in minority interests






































(37
)


(37
)Vested portion of share-based payment awards related toacquisitions










19























19







19Acquisition of Symbian






























12



12







12Total of other equity movements










(202
)


1 265











7



(6 212
)


(5 142
)


(78
)


(5 220
)Balance at December 31, 2008


3 697 872



246



442



(1 881
)


341



62



3 306



11 692



14 208



2 302



16 510  F-7




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##### Table of Contents



Nokia Corporation
    and Subsidiaries
  Consolidated
    Statements of Changes in Shareholders Equity
    (Continued)
  Fairvalue


Reserve forShare








and


invested





BeforeNumber of


Share


issue


Treasury


Translation


other


non-restrict.


Retained


minority


Minorityshares (000s)


capital


premium


shares


differences


reserves


equity


earnings


interests


interests


TotalTranslation differences


















(552
)














(552
)


(9
)


(561
)Net investment hedge gains, net of tax


















84















84







84Cash flow hedges, net of tax






















(35
)










(35
)


49



14Available-for-sale
    investments, net of tax






















42











42



2



44Other decrease, net






























(1
)


(1
)


(7
)


(8
)Profit






























891



891



(631
)


260Total comprehensive income


















(468
)


7







890



429



(596
)


(167
)Stock options exercised


7







































Stock options exercised related to acquisitions










(1
)






















(1
)






(1
)Share-based compensation










16























16







16Excess tax benefit on share-based compensation










(12
)






















(12
)


(1
)


(13
)Settlement of performance and restricted shares


10 352







(166
)


230











(136
)






(72
)






(72
)Acquisition of treasury shares










































Reissuance of treasury shares


31











1



















1







1Cancellation of treasury shares














969















(969
)










Dividend






























(1 481
)


(1 481
)


(44
)


(1 525
)Total of other equity movements










(163
)


1 200











(136
)


(2 450
)


(1 549
)


(45
)


(1 594
)Balance at December 31, 2009


3 708 262



246



279



(681
)


(127
)


69



3 170



10 132



13 088



1 661



14 749    F-8




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements  1.
    Accounting
    principles   Basis of
    presentation
      Adoption of
    pronouncements under IFRS
    
    IAS 1 (Revised), Presentation of financial statements, prompts
    entities to aggregate information in the financial statements on
    the basis of shared characteristics. All non-owner changes in
    equity (i.e. comprehensive income) should be presented either in
    one statement of comprehensive income or in a separate income
    statement and statement of comprehensive income.
    Amendments to IFRS 7 require entities to provide additional
    disclosures about the fair value measurements. The amendments
    clarify the existing requirements for the disclosure of
    liquidity risk.
    Amendment to IFRS 2, Share-based payment, Group and Treasury
    Share Transactions, clarifies the definition of different
    vesting conditions, treatment of all non-vesting conditions and
    provides further guidance on the accounting treatment of
    cancellations by parties other than the entity.
    Amendment to IAS 20, Accounting for government grants and
    disclosure of government assistance, requires that the benefit
    of a below-market rate government loan is measured as the
    difference between the carrying amount in accordance with IAS 39
    and the proceeds received, with the benefit accounted for in
    accordance with IAS 20.
    Amendment to IAS 23, Borrowing costs, changes the treatment of
    borrowing costs that are directly attributable to an
    acquisition, construction or production of a qualifying asset.
    These costs will consequently form part of the cost of that
    asset. Other borrowing costs are recognized as an expense.
    Under the amended IAS 32 Financial Instruments: Presentation,
    the Group must classify puttable financial instruments or
    instruments or components thereof that impose an obligation to
    deliver to another party, a pro-rata share of net assets of the
    entity only on liquidation, as equity. Previously, these
    instruments would have been classified as financial liabilities.
    Amendments to IFRIC 9 and IAS 39 clarify the accounting
    treatment of embedded derivatives when reclassifying financial
    instruments. F-9




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  
    IFRIC 13, Customer Loyalty Programs addresses the accounting
    surrounding customer loyalty programs and whether some
    consideration should be allocated to free goods or services
    provided by a company. Consideration should be allocated to
    award credits based on their fair value, as they are a
    separately identifiable component.
    IFRIC 15, Agreements for the Construction of Real Estate helps
    entities determine whether a particular construction agreement
    is within the scope of IAS 11, Construction Contracts or IAS 18,
    Revenue. At issue is whether such an agreement constitutes a
    construction contract under IAS 11. If so, an entity should use
    the percentage-of-completion method to recognize revenue. If
    not, the entity should account for the agreement under IAS 18,
    which requires that revenue be recognized upon delivery of a
    good or service.
    IFRIC 16, Hedges of a Net Investment in a Foreign Operation
    clarifies the accounting treatment in respect of net investment
    hedging. This includes the fact that net investment hedging
    relates to differences in functional currency not presentation
    currency, and hedging instruments may be held anywhere in the
    group.
    IFRIC 18 Transfers of Assets from Customers clarifies the
    requirements for agreements in which an entity receives an item
    of property, plant and equipment or cash it is required to use
    to construct or acquire an item of property, plant and equipment
    that must be used to provide access to a supply of goods or
    services.
    In addition, a number of other amendments that form part of the
    IASBs annual improvement project were adopted by the Group.    Principles of
    consolidation
           F-10




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)    Business
    Combinations
    Assessment of the
    recoverability of long-lived and intangible assets and
    goodwill
        Foreign currency
    translation
  Functional and
    presentation currency
    Transactions in
    foreign currencies
   F-11




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Foreign Group
    companies
    Revenue
    recognition
        cost-to-cost
   F-12




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Shipping and
    handling costs
    Research and
    development
      Other intangible
    assets
    Pensions
             F-13




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Property, plant
    and equipment
    Buildings and constructions


20 - 33 yearsProduction machinery, measuring and test equipment


1 - 3 yearsOther machinery and equipment


3 - 10 years         Leases
    Inventories
        Financial
    assets
  available-for-sale
  Available-for-sale
    investments
  available-for-sale available-for-sale available-for-sale
 F-14




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)      available-for-sale (First-in available-for-sale
  Investments at
    fair value through profit and loss, liquid assets
      Loans
    receivable
   F-15




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)    Bank and
    cash
    Accounts
    receivable
    Financial
    liabilities
  Loans
    payable
    Accounts
    payable
    Derivative
    financial instruments
    Derivatives not
    designated in hedge accounting relationships carried at fair
    value through profit and loss
   F-16




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)          Hedge
    accounting
  Cash flow hedges:
    Hedging of anticipated foreign currency denominated sales and
    purchases
         F-17




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)    Cash flow hedges:
    Hedging of foreign currency risk of highly probable business
    acquisitions and other transactions
        Cash flow hedges:
    Hedging of cash flow variability on variable rate
    liabilities
    Fair value
    hedges
      Hedges of net
    investments in foreign operations
   F-18




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)          Income
    taxes
       F-19




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Provisions
    Warranty
    provisions
    Intellectual
    property rights (IPR) provisions
    Tax
    provisions
    Restructuring
    provisions
    Other
    provisions
      Share-based
    compensation
    Treasury
    shares
   F-20




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)  Dividends
    Earnings per
    share
    Use of estimates
    and critical accounting judgements
      Revenue
    recognition
       F-21




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)    Customer
    financing
    Allowances for
    doubtful accounts
    Inventory-related
    allowances
    Warranty
    provisions
    Provision for
    intellectual property rights, or IPR, infringements
    Legal
    contingencies
    Capitalized
    development costs
   F-22




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)    Business
    combinations
      Assessment of the
    recoverability of long-lived assets, intangible assets and
    goodwill
    Fair value of
    derivatives and other financial instruments
    Income
    taxes
    Pensions
    Share-based
    compensation
   F-23




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)    New accounting
    pronouncements under IFRS
                     F-24




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   
 1.
    Accounting
    principles (Continued)      2.
    Segment
    information                  F-25




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   2.
    Segment
    information (Continued)  CorporateCommonNokia


Total


Functions andDevices &





Siemens


reportable


Corporate2009

Services


NAVTEQ


Networks


segments


unallocated(4),(6)


Eliminations


GroupEURm


EURm


EURm


EURm


EURm


EURm


EURmProfit and Loss InformationNet sales to external customers


27 841



579



12 564



40 984











40 984Net sales to other segments


12



91



10



113







(113
)


Depreciation and amortization


432



488



860



1 780



4







1 784Impairment


56







919



975



34







1 009Operating profit /
    (loss)(1)


3 314



(344
)


(1 639
)


1 331



(134
)






1 197Share of results of associated companies










32



32



(2
)






30Balance Sheet InformationCapital
    expenditures(2)


232



21



278



531











531Segment
    assets(3)


9 203



6 145



11 015



26 363



12 479



(3 104
)


35 738of which:Investments in associated companies






5



26



31



38







69Segment
    liabilities(5)


8 268



2 330



7 927



18 525



5 568



(3 104
)


20 989   CorporateCommonNokia


Total


Functions andDevices &





Siemens


reportable


Corporate2008

Services


NAVTEQ


Networks


segments


unallocated(4),(6)


Eliminations


GroupEURm


EURm


EURm


EURm


EURm


EURm


EURmProfit and Loss InformationNet sales to external customers


35 084



318



15 308



50 710











50 710Net sales to other segments


15



43



1



59







(59
)


Depreciation and amortization


484



238



889



1 611



6







1 617Impairment


58







47



105



33







138Operating profit / (loss)


5 816



(153
)


(301
)


5 362



(396
)






4 966Share of results of associated companies










(13
)


(13
)


19







6Balance Sheet InformationCapital
    expenditures(2)


578



18



292



888



1







889Segment
    assets(3)


10 300



7 177



15 652



33 129



9 641



(3 188
)


39 582of which:Investments in associated companies






4



62



66



30







96Segment
    liabilities(5)8 425



2 726



10 503



21 654



4 606



(3 188
)


23 072   CorporateCommonFunctionsNokia


Total


andDevices &





Siemens


reportable


Corporate2007

Services


NAVTEQ


Networks


segments


unallocated(4),(6)


Eliminations


GroupEURm


EURm


EURm


EURm


EURm


EURm


EURmProfit and Loss InformationNet sales to external customers


37 682







13 376



51 058











51 058Net sales to other segments


23







17



40



41



(81
)


Depreciation and amortization


489







714



1 203



3







1 206Impairment and customer finance charges










27



27



36







63Operating profit /
    (loss)(1)


7 584







(1 308
)


6 276



1 709







7 985Share of results of associated companies










4



4



40







44  F-26




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   2.
    Segment
    information (Continued)    (1)

    
    Nokia Siemens Networks operating loss in 2009 includes a
    goodwill impairment loss of EUR 908 million. Corporate
    Common Functions operating profit in 2007 includes a non-taxable
    gain of EUR 1 879 million related to the formation of Nokia
    Siemens Networks.(2)

    
    Including goodwill and capitalized development costs, capital
    expenditures in 2009 amount to EUR 590 million (EUR 5
    502 million in 2008). The goodwill and capitalized
    development costs consist of EUR 7 million in 2009 (EUR
    752 million in 2008) for Devices & Services,
    EUR 22 million in 2009 (EUR 3 673 million in
    2008) for NAVTEQ, EUR 30 million in 2009 (EUR
    188 million in 2008) for Nokia Siemens Networks, and
    EUR 0 million in 2009 (EUR 0 million in 2008) for
    Corporate Common Functions.(3)

    
    Comprises intangible assets, property, plant and equipment,
    investments, inventories and accounts receivable as well as
    prepaid expenses and accrued income except those related to
    interest and taxes for Devices & Services and
    Corporate Common Functions. In addition, NAVTEQs and Nokia
    Siemens Networks assets include cash and other liquid
    assets,
    available-for-sale
    investments, long-term loans receivable and other financial
    assets as well as interest and tax related prepaid expenses and
    accrued income. These are directly attributable to NAVTEQ and
    Nokia Siemens Networks as they are separate legal entities.(4)

    
    Unallocated assets include cash and other liquid assets,
    available-for-sale
    investments, long-term loans receivable and other financial
    assets as well as interest and tax related prepaid expenses and
    accrued income for Devices & Services and Corporate
    Common Functions.(5)

    
    Comprises accounts payable, accrued expenses and provisions
    except those related to interest and taxes for
    Devices & Services and Corporate Common Functions. In
    addition, NAVTEQs and Nokia Siemens Networks
    liabilities include non-current liabilities and short-term
    borrowings as well as interest and tax related prepaid income
    and accrued expenses and provisions. These are directly
    attributable to NAVTEQ and Nokia Siemens Networks as they are
    separate legal entities.(6)

    
    Unallocated liabilities include non-current liabilities and
    short-term borrowings as well as interest and tax related
    prepaid income, accrued expenses and provisions related to
    Devices & Services and Corporate Common Functions.  Net sales to external customers by geographic area by
    location of customer

2009


2008


2007EURm


EURm


EURmFinland


390



362



322China


5 990



5 916



5 898India


2 809



3 719



3 684UK


1 916



2 382



2 574Germany


1 733



2 294



2 641USA


1 731



1 907



2 124Russia


1 528



2 083



2 012Indonesia


1 458



2 046



1 754Other


23 429



30 001



30 049Total


40 984



50 710



51 058   F-27




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   2.
    Segment
    information (Continued)  Segment non-current assets by geographic
    area(7)

2009


2008EURm


EURmFinland


1 698



1 154China


358



434India


180



154UK


228



668Germany


243



306USA


5 859



7 037Other


1 377



2 751Total


9 943



12 504    (7)

    
    Comprises intangible and tangible assets and property, plant and
    equipment.  3.
    Percentage of
    completion          4.
    Personnel
    expenses  2009


2008


2007EURm


EURm


EURmWages and salaries


5 658



5 615



4 664Share-based compensation expense, total


13



67



236Pension expenses, net


427



478



420Other social expenses


649



754



618Personnel expenses as per profit and loss account


6 747



6 914



5 938       F-28




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   4.
    Personnel
    expenses (Continued)  2009


2008


2007Average personnelDevices & Services


56 462



57 443



49 887NAVTEQ


4 282



3 969



Nokia Siemens Networks


62 129



59 965



50 336Group Common Functions


298



346



311Nokia Group


123 171



121 723



100 534    5.
    Pensions           F-29




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   5.
    Pensions
    (Continued)    2009


2008EURm


EURmPresent value of defined benefit obligations at beginning of year


(1 205
)


(2 266
)Foreign exchange


5



56Current service cost


(55
)


(79
)Interest cost


(69
)


(78
)Plan participants contributions


(12
)


(10
)Past service cost






(2
)Actuarial gain (loss)


(139
)


105Acquisitions


2



(2
)Curtailment






10Settlements


2



1 025Benefits paid


60



36Present value of defined benefit obligations at end of year


(1 411
)


(1 205
)Plan assets at fair value at beginning of year


1 197



2 174Foreign exchange


(7
)


(58
)Expected return on plan assets


70



71Actuarial gain (loss) on plan assets


56



(39
)Employer contribution


49



141Plan participants contributions


12



10Benefits paid


(44
)


(24
)Curtailments






(5
)Settlements


(2
)


(1 078
)Acquisitions


(1
)


5Plan assets at fair value at end of year


1 330



1 197Surplus/(Deficit)


(81
)


(8
)Unrecognized net actuarial (gains) losses


(21
)


(113
)Unrecognized past service cost


1



1Amount not recognized as an asset in the balance sheet because
    of limit in IAS 19 paragraph 58(b)


(5
)


Prepaid/(Accrued) pension cost in statement of financial position


(106
)


(120
)     F-30




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   5.
    Pensions
    (Continued)    2009


2008


2007EURm


EURm


EURmCurrent service cost


55



79



125Interest cost


69



78



104Expected return on plan assets


(70
)


(71
)


(95
)Net actuarial (gains) losses recognized in year


(9
)






10Impact of paragraph 58(b) limitation


5







Past service cost (gain) loss






2



Curtailment






(12
)


(1
)Settlement






152



(12
)Total, included in personnel expenses


50



228



131     2009


2008EURm


EURmPrepaid (accrued) pension costs at beginning of year


(120
)


(36
)Net income (expense) recognized in the profit and loss account


(50
)


(228
)Contributions paid


49



141Benefits paid


16



12Acquisitions


1



3Foreign exchange


(2
)


(12
)Prepaid (accrued) pension costs at end of year*


(106
)


(120
)     *
    
    included within prepaid expenses and accrued income / accrued
    expenses    2009


2008


2007


2006


2005EURm


EURm


EURm


EURm


EURmPresent value of defined benefit obligation


(1 411
)


(1 205
)


(2 266
)


(1 577
)


(1 385
)Plan assets at fair value


1 330



1 197



2 174



1 409



1 276Surplus/(Deficit)


(81
)


(8
)


(92
)


(168
)


(109
)       2009


2008%


%Discount rate for determining present values


5.3



5.8Expected long-term rate of return on plan assets


5.4



5.7Annual rate of increase in future compensation levels


2.8



2.7Pension increases


2.0



1.9  F-31




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   5.
    Pensions
    (Continued)      2009


2008%


%Asset category:Equity securities


21



12Debt securities


65



72Insurance contracts


8



8Real estate


1



1Short-term investments


5



7Total


100



100             6.
    Other operating
    income and expenses       F-32




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   6.
    Other operating
    income and expenses (Continued)      7.
    Impairment  2009


2008


2007EURm


EURm


EURmCapitalized development costs










27Goodwill


908







Other intangible assets


56







Property, plant and equipment


1



77



Inventories






13



Investments in associated companies


19



8



7Available-for-sale
    investments


25



43



29Other non-current assets






8



Total, net


1 009



149



63   Capitalized
    development costs
    Goodwill
     F-33




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   7.
    Impairment
    (Continued)                Cash-generating unitDevices &


Nokia SiemensServices


Networks


NAVTEQ%


%


%Terminal growth rate


2.00



1.00



5.00Post-tax discount rate


8.86



9.95



10.00Pre-tax discount rate


11.46



13.24



12.60  F-34




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   7.
    Impairment
    (Continued)      Other intangible
    assets
    Property, plant
    and equipment and inventories
      Investments in
    associated companies
    Available-for-sale
    investments
  available-for-sale
  8.
    Acquisitions  Acquisitions
    completed in 2009
   F-35




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.
    Acquisitions
    (Continued)    
    Plum Ventures, Inc, based in Boston, USA, develops and operates
    a cloud-based social media sharing and messaging service for
    private groups. The Group acquired certain assets of Plum on
    September 11, 2009.
    Dopplr Oy, based in Helsinki, Finland, provides a Social Atlas
    that enables members to share travel plans and preferences
    privately with their networks. The Group acquired a 100%
    ownership interest in Dopplr on September 28, 2009.
    Huano Technology Co., Ltd, based in Changsha, China, is an
    infrastructure service provider with Nokia Siemens Networks as
    its primary customer. Nokia Siemens Networks increased its
    ownership interest in Huano from 49% to 100% on July 22,
    2009.
    T-Systems Traffic GmbH is a leading German provider of dynamic
    mobility services delivering near real-time data about traffic
    flow and road conditions. NAVTEQ acquired a 100% ownership
    interest in T-Systems Traffic on January 2, 2009.
    Acuity Mobile, based in Greenbelt, USA, is a leading provider of
    mobile marketing content delivery solutions. NAVTEQ acquired a
    100% ownership interest in Acuity Mobile on September 11,
    2009.  Acquisitions
    completed in 2008
  NAVTEQ
     F-36




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.
    Acquisitions
    (Continued)    Carrying Amount


Fair Value


Useful livesEURm


EURmGoodwill


114



3 673Intangible assets subject to amortization:Map database


5



1 389



5 yearsCustomer relationships


22



388



4 yearsDeveloped technology


8



110



4 yearsLicense to use trade name and trademark


7



57



6 yearsCapitalized development costs


22



Other intangible assets


4



768



1 951Property, plant & equipment


84



83Deferred tax assets


262



148Available-for-sale
    investments


36



36Other non-current assets


6



6Non-current assets


456



2 224Inventories


3



3Accounts receivable


94



94Prepaid expenses and accrued income


36



36Available-for-sale
    investments, liquid assets


140



140Available-for-sale
    investments, cash equivalents


97



97Bank and cash


57



57Current Assets


427



427Total assets acquired


997



6 324Deferred tax liabilities


46



786Other long-term liabilities


54



39Non-current liabilities


100



825Accounts payable


29



29Accrued expenses


96



120Provisions


5



8Current liabilities


130



157Total liabilities assumed


230



982Net assets acquired


767



5 342     Symbian
   F-37




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.
    Acquisitions
    (Continued)      step-by-step
   F-38




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.
    Acquisitions
    (Continued)    Carrying Amount


Fair ValueEURm


EURmGoodwill






470Intangible assets subject to amortization:Developed technology


5



41Customer relationships






11License to use trade name and trademark






35



55Property, plant & equipment


33



31Deferred tax assets


7



19Non-current assets


45



105Accounts receivable


20



20Prepaid expenses and accrued income


43



43Bank and cash


147



147Current Assets


210



210Total assets acquired


255



785Deferred tax liabilities






17Financial liabilities






20Accounts payable


5



5Accrued expenses


48



53Total liabilities assumed


53



95Net assets acquired


202



690Revaluation of previously held interests in Symbian






22Nokia share of changes in Symbians equity after each stage
    of the acquisition






27Cost of the business combination






641         Pro forma (unaudited)

2008EURmNet sales


51 063Net profit


4 080  F-39




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.
    Acquisitions
    (Continued)    
    Trolltech ASA, based in Oslo, Norway, is a recognised software
    provider with world-class software development platforms and
    frameworks. The Group acquired a 100% ownership interest in
    Trolltech ASA on 6 June 2008.
    Oz Communications Inc., headquartered in Monteal, Canada, is a
    leading consumer mobile messaging solution provider delivering
    access to popular instant messaging and email services on
    consumer mobile devices. The Group acquired a 100% ownership
    interest in Oz Communications Inc. on 4 November 2008.
    Atrica, based in Santa Clara, USA, is one of the leading
    providers of Carrier Ethernet solutions for Metropolitan Area
    Networks. Nokia Siemens Networks acquired a 100% ownership
    interest in Atrica on 7 January 2008.
    Apertio Ltd, based in Bristol, England is the leading
    independent provider of subscriber-centric networks for mobile,
    fixed and converged telecommunications operators. Nokia Siemens
    Networks acquired a 100% ownership interest in Apertio Ltd on
    11 February 2008.
    On 1 January 2008, Nokia Siemens Networks assumed control
    of Vivento Technical Services from Deutsche Telekom.  Acquisitions
    completed in 2007
        2007


2006January -


April -





January -


April -Net sales, EUR million

March


December


Total


March


December


TotalNokia Networks


1 697



*



1 697



1 699



5 754



7 453Nokia Siemens Networks


*



11 696



11 696



N/A



N/A



N/ATotal


1 697



11 696



13 393



1 699



5 754



7 453  F-40




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.
    Acquisitions
    (Continued)  2007


2006January -


April -





January -


April -Operating profit, EUR million

March


December


Total


March


December


TotalNokia Networks


78



*



78



149



659



808Nokia Siemens Networks


*



(1 386
)


(1 386
)


N/A



N/A



N/ATotal


78



(1 386
)


(1 308
)


149



659



808     *
    
    No results presented as Nokia Siemens Networks began operations
    on April 1, 2007.   F-41




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.
    Acquisitions
    (Continued)    Carrying Amount


Fair Value


Useful livesEURm


EURmIntangible assets subject to amortization:Customer relationships






1 290



6 yearsDeveloped technology






710



4 yearsLicense to use trade name and trademark






350



5 yearsCapitalized development costs


143



154



3 yearsOther intangible assets


47



47



3-5 years190



2 551Property, plant & equipment


371



344Deferred tax assets


111



181Other non-current assets


153



153Non-current assets


825



3 229Inventories


1 010



1 138Accounts receivable


3 135



3 087Prepaid expenses and accrued income


870



846Other financial assets


55



55Bank and cash


382



382Current Assets


5 452



5 508Total assets acquired


6 277



8 737Deferred tax liabilities


171



997Long-term interest-bearing liabilities


34



34Non-current liabilities


205



1 031Short-term borrowings


231



213Accounts payable


1 539



1 491Accrued expenses


1 344



1 502Provisions


463



397Current liabilities


3 577



3 603Total liabilities assumed


3 782



4 634Minority interest


110



108Net assets acquired


2 385



3 995Cost of Acquisition






5 500Goodwill






1 505Less non-controlling interest in goodwill






753Plus costs directly attributable to the acquisition






51Goodwill arising on formation of Nokia Siemens Networks






803    F-42




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   8.
    Acquisitions
    (Continued)      
    Enpocket Inc., based in Boston, USA, a global leader in mobile
    advertising providing technology and services that allow brands
    to plan, create, execute, measure and optimise mobile
    advertising campaigns around the world. The Group acquired 100%
    ownership interest in Enpocket Inc. on October 5, 2007.
    Avvenu Inc., based in Palo Alto, USA, provides internet services
    that allow anyone to use their mobile devices to securely
    access, use and share personal computer files. The Group
    acquired 100% ownership interest in Avvenu Inc. on
    December 5, 2007.
    Twango, provides a comprehensive media sharing solution for
    organising and sharing photos, videos and other personal media.
    The Group acquired substantially all assets of Twango on
    July 25, 2007.  9.
    Depreciation and
    amortization  2009


2008


2007EURm


EURm


EURmDepreciation and amortization by functionCost of sales


266



297



303Research and
    development(1)


909



778



523Selling and
    marketing(2)


424



368



232Administrative and general


185



174



148Total


1 784



1 617



1 206     (1)

    
    In 2009, depreciation and amortization allocated to research and
    development included amortization of acquired intangible assets
    of EUR 534 million (EUR 351 million in 2008 and EUR
    136 million in 2007, respectively).(2)

    
    In 2009, depreciation and amortization allocated to selling and
    marketing included amortization of acquired intangible assets of
    EUR 401 million (EUR 343 million in 2008 and EUR
    214 million in 2007, respectively). F-43




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   10.
    Financial income
    and expenses  2009


2008


2007EURmDividend income on
    available-for-sale
    financial investments


3



1



Interest income on
    available-for-sale
    financial investments


101



357



355Interest income on loans receivables carried at amortised cost










1Interest expense on financial liabilities carried at amortised
    cost


(243
)


(185
)


(43
)Net realised gains (or losses) on disposal of fixed income
    available-for-sale
    financial investments


2



(4
)


(17
)Net fair value gains (or losses) on investments at fair value
    through profit and loss


19







Interest income on investments at fair value through profit and
    loss


11







Net fair value gains (or losses) on hedged items under fair
    value hedge accounting


(4
)






Net fair value gains (or losses) on hedging instruments under
    fair value hedge accounting










Other financial income


18



17



43Other financial expenses


(29
)


(31
)


(24
)Net foreign exchange gains (or losses)From foreign exchange derivatives designated at fair value
    through profit and loss account


(358
)


432



37From balance sheet items revaluation


230



(595
)


(118
)Net gains (net losses) on other derivatives designated at fair
    value through profit and loss account


(15
)


6



5Total


(265
)


(2
)


239     11.
    Income
    taxes  2009


2008


2007EURm


EURm


EURmIncome taxCurrent tax


(736
)


(1 514
)


(2 209
)Deferred tax


34



433



687Total


(702
)


(1 081
)


(1 522
)Finland


76



(604
)


(1 323
)Other countries


(778
)


(477
)


(199
)Total


(702
)


(1 081
)


(1 522
)  F-44




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   11.
    Income taxes
    (Continued)    2009


2008


2007EURm


EURm


EURmIncome tax expense at statutory rate


250



1 292



2 150Permanent differences


(96
)


(65
)


61Non-taxable gain on the formation of Nokia Siemens
    Networks(1)










(489
)Non tax deductible impairment of Nokia Siemens Networks
    goodwill(2)


236







Taxes for prior years


(17
)


(128
)


20Taxes on foreign subsidiaries profits in excess of (lower
    than) income taxes at statutory rates


(145
)


(181
)


(138
)Change in losses and temporary differences with no tax
    effect(3)


577







15Net increase (decrease) in tax
    contingencies(4)


(186
)


2



50Change in income tax rates


4



(22
)


(114
)Deferred tax liability on undistributed
    earnings(5)


111



220



(37
)Other


(32
)


(37
)


4Income tax expense


702



1 081



1 522     (1)

    
    see note 8(2)

    
    see Note 7(3)

    
    In 2009 this item primarily relates to Nokia Siemens
    Networks losses and temporary differences for which no
    deferred tax was recognized.(4)

    
    see Note 26(5)

    
    In 2008 and 2007 the change in deferred tax liability on
    undistributed earnings mainly related to changes to tax rates
    applicable to profit distributions.   F-45




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   12.
    Intangible
    assets  2009


2008EURm


EURmCapitalized development costsAcquisition cost January 1


1 811



1 817Additions during the period


27



131Retirements during the period






(124
)Disposals during the period


(8
)


(13
)Accumulated acquisition cost December 31


1 830



1 811Accumulated amortization January 1


(1 567
)


(1 439
)Retirements during the period






14Disposals during the period


8



11Amortization for the period


(128
)


(153
)Accumulated amortization December 31


(1 687
)


(1 567
)Net book value January 1


244



378Net book value December 31


143



244 F-46




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   12.
    Intangible assets
    (Continued)  2009


2008EURm


EURmGoodwillAcquisition cost January 1


6 257



1 384Translation differences


(207
)


431Acquisitions


32



4 482Disposals during the period


(3
)


(35
)Impairments during the period


(908
)


Other changes






(5
)Accumulated acquisition cost December 31


5 171



6 257Net book value January 1


6 257



1 384Net book value December 31


5 171



6 257Other intangible assetsAcquisition cost January 1


5 498



3 218Translation differences


(142
)


265Additions during the period


50



95Acquisitions


3



2 189Retirements during the period


(26
)


(55
)Impairments during the period


(94
)


Disposals during the period


(2
)


(214
)Accumulated acquisition cost December 31


5 287



5 498Accumulated amortization January 1


(1 585
)


(860
)Translation differences


56



(32
)Retirements during the period


17



Impairments during the period


38



Disposals during the period


2



48Amortization for the period


(1 053
)


(741
)Accumulated amortization December 31


( 2 525
)


(1 585
)Net book value January 1


3 913



2 358Net book value December 31


2 762



3 913   F-47




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   13.
    Property, plant
    and equipment  2009


2008EURm


EURmLand and water areasAcquisition cost January 1


60



73Translation differences






(4
)Additions during the period


1



3Impairments during the period






(4
)Disposals during the period


(2
)


(8
)Accumulated acquisition cost December 31


59



60Net book value January 1


60



73Net book value December 31


59



60Buildings and constructionsAcquisition cost January 1


1 274



1 008Translation differences


(17
)


(9
)Additions during the period


132



382Acquisitions






28Impairments during the period






(90
)Disposals during the period


(77
)


(45
)Accumulated acquisition cost December 31


1 312



1 274Accumulated depreciation January 1


(350
)


(239
)Translation differences


3



1Impairments during the period






30Disposals during the period


42



17Depreciation for the period


(80
)


(159
)Accumulated depreciation December 31


(385
)


(350
)Net book value January 1


924



769Net book value December 31


927



924Machinery and equipmentAcquisition cost January 1


4 183



4 012Translation differences


(67
)


10Additions during the period


386



613Acquisitions


1



68Impairments during the period


(1
)


(21
)Disposals during the period


(518
)


(499
)Accumulated acquisition cost December 31


3 984



4 183Accumulated depreciation January 1


(3 197
)


(3 107
)Translation differences


50



(8
)Impairments during the period






8Disposals during the period


489



466Depreciation for the period


(510
)


(556
)Accumulated depreciation December 31


(3 168
)


(3 197
)Net book value January 1


986



905Net book value December 31


816



986 F-48




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   13.
    Property, plant
    and equipment (Continued)  2009


2008EURm


EURmOther tangible assetsAcquisition cost January 1


30



20Translation differences


(2
)


2Additions during the period


19



8Accumulated acquisition cost December 31


47



30Accumulated depreciation January 1


(15
)


(9
)Translation differences


1



Depreciation for the period


(13
)


(6
)Accumulated depreciation December 31


(27
)


(15
)Net book value January 1


15



11Net book value December 31


20



15   2009


2008EURm


EURmAdvance payments and fixed assets under constructionNet carrying amount January 1


105



154Translation differences


(2
)


Additions


29



67Acquisitions






26Disposals


(1
)


(13
)Transfers to:Other intangible assets


(3
)


(12
)Buildings and constructions


(34
)


(76
)Machinery and equipment


(36
)


(41
)Other tangible assets


(13
)


Net carrying amount December 31


45



105Total property, plant and equipment


1 867



2 090    14.
    Investments in
    associated companies  2009


2008EURm


EURmNet carrying amount January 1


96



325Translation differences


(4
)


(19
)Additions


30



24Deductions(1)


(50
)


(239
)Impairment


(19
)


(8
)Share of results


30



6Dividends






(6
)Other movements


(14
)


13Net carrying amount December 31


69



96  F-49




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   14.
    Investments in
    associated companies (Continued)    (1)

    
    On December 2, 2008, the Group completed its acquisition of
    52.1% of the outstanding common stock of Symbian Ltd, a UK based
    software licensing company. As a result of this acquisition, the
    Groups total ownership interest has increased from 47.9%
    to 100% of the outstanding common stock of Symbian. See
    Note 8.     15.
    Fair value of
    financial instruments  Carrying amountsFinancialinstrumentsat fair


Loans and


FinancialCurrent


Non-current


value


receivables


liabilitiesavailable-for-


available-for-


through


measured at


measured at


Totalsale financial


sale financial


profit or


amortised


amortised


carryingAt December 31, 2009

assets


assets


loss


cost


cost


amounts


Fair valueEURm


EURm


EURm


EURm


EURm


EURm


EURmAvailable-for-sale
    investments in publicly quoted equity shares






8















8



8Other
    available-for-sale
    investments carried at fair value






257















257



257Other
    available-for-sale
    investments carried at cost less impairment






258















258



258Long-term loans receivable














46







46



40Other non-current assets














6







6



6Accounts receivable














7 981







7 981



7 981Current portion of long-term loans receivable














14







14



14Derivative assets










316











316



316Other current financial assets














13







13



13Fixed income and money-market investments carried at fair value


7 151



31















7 182



7 182Investments designated at fair value through profit and loss










580











580



580Total financial assets


7 151



554



896



8 060







16 661



16 655Long-term interest-bearing liabilities


















4 432



4 432



4 691Other long-term non-interest bearing financial liabilities


















2



2



2Current portion of long-term loans payable


















44



44



44Short-term borrowings


















727



727



727Derivative liabilities










245











245



245Accounts payable


















4 950



4 950



4 950Total financial liabilities










245







10 155



10 400



10 659   F-50




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   15.
    Fair value of
    financial instruments (Continued)  Carrying amountsFinancialinstrumentsat fair


Loans and


FinancialCurrent


Non-current


value


receivables


liabilitiesavailable-for-


available-for-


through


measured at


measured at


Totalsale financial


sale financial


profit or


amortised


amortised


carryingAt December 31, 2008

assets


assets


loss


cost


cost


amounts


Fair valueEURm


EURm


EURm


EURm


EURm


EURm


EURmAvailable-for-sale
    investments in publicly quoted equity shares






8















8



8Other
    available-for-sale
    investments carried at fair value






225















225



225Other
    available-for-sale
    investments carried at cost less impairment






241















241



241Long-term loans receivable














27







27



24Other non-current assets














10







10



10Accounts receivable














9 444







9 444



9 444Current portion of long-term loans receivable














101







101



101Derivative assets










1 014











1 014



1 014Other current financial assets














20







20



20Fixed income and money-market investments carried at fair value


5 114



38















5 152



5 152Total financial assets


5 114



512



1 014



9 602







16 242



16 239Long-term interest-bearing liabilities


















861



861



855Other long term non-interest bearing financial liabilities


















3



3



3Current portion of long-term loans payable


















13



13



13Short-term borrowings


















3 578



3 578



3 578Derivative liabilities










924











924



924Accounts payable


















5 225



5 225



5 225Total financial liabilities










924







9 680



10 604



10 598       available-for-sale
       F-51




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   15.
    Fair value of
    financial instruments (Continued)    ValuationtechniqueInstruments with


Valuation


using non-quoted prices in


technique using


observableactive markets


observable data


dataAt December 31, 2009

(Level 1)


(Level 2)


(Level 3)


TotalEURm


EURm


EURm


EURmFixed income and money-market investments carried at fair value


6 933



249







7 182Investments at fair value through profit and loss


580











580Available-for-sale
    investments in publicly quoted equity shares


8











8Other
    available-for-sale
    investments carried at fair value






15



242



257Derivative assets






316







316Total assets


7 521



580



242



8 343Derivative liabilities






245







245Total liabilities






245







245     over-the-counter
   F-52




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   15.
    Fair value of
    financial instruments (Continued)    Other available-for-saleinvestmentscarried atEURm

fair valueBalance at December 31, 2008


214Total gains/(losses) in income statement


(30
)Total gains/(losses) recorded in other comprehensive income


15Purchases


45Sales


(2
)Transfer from level 1 and 2


At December 31, 2009


242     16.
    Derivative
    financial instruments  Assets


Liabilities2009

Fair
    value(1)


Notional(2)


Fair
    value(1)


Notional(2)EURm


EURm


EURm


EURmHedges of net investment in foreign subsidiaries:Forward foreign exchange contracts


12



1 128



(42
)


2 317Cash flow hedges:Forward foreign exchange contracts


25



8 062



(25
)


7 027Interest rate swaps










(2
)


330Fair value hedgesInterest rate swaps


117



1 750



(10
)


68Cash flow and Fair value
    hedges:(4)Cross currency interest rate swaps










(77
)


416Derivatives not designated in hedge accounting relationships
    carried at fair value through profit and loss:Forward foreign exchange contracts


147



5 785



(68
)


6 504Currency options bought


8



442







Currency options sold










(1
)


102Interest rate swaps


7



68



(20
)


499Cash settled equity options
    bought(3)






6







316



17 241



(245
)


17 263   F-53




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   16.
    Derivative
    financial instruments (Continued)  Assets


Liabilities2008

Fair
    value(1)


Notional(2)


Fair
    value(1)


Notional(2)EURm


EURm


EURm


EURmHedges of net investment in foreign subsidiaries:Forward foreign exchange contracts


80



1 045



(14
)


472Currency options bought


30



724







Currency options sold










(44
)


768Cash flow hedges:Forward foreign exchange contracts


562



14 577



(445
)


11 792Derivatives not designated in hedge accounting relationships
    carried at fair value through profit and loss:Forward foreign exchange contracts


322



7 817



(416
)


7 370Currency options bought


6



201







Currency options sold










(5
)


186Interest rate futures


6



21







Interest rate swaps


7



618







Cash settled equity options
    bought(3)


1



25







Cash settled equity options
    sold(3)














(13
)1 014



25 028



(924
)


20 575     (1)

    
    The fair value of derivative financial instruments is included
    on the asset side under heading Other financial assets and on
    the liability side under Other financial liabilities.(2)

    
    Includes the gross amount of all notional values for contracts
    that have not yet been settled or cancelled. The amount of
    notional value outstanding is not necessarily a measure or
    indication of market risk, as the exposure of certain contracts
    may be offset by that of other contracts.(3)

    
    Cash settled equity options are used to hedge risk relating to
    employee incentive programs and investment activities.(4)

    
    These cross-currency interest rate swaps have been designated
    partly as fair value hedges and partly as cash flow hedges.  17.
    Inventories  2009


2008EURm


EURmRaw materials, supplies and other


409



519Work in progress


681



744Finished goods


775



1 270Total


1 865



2 533   18.
    Prepaid expenses
    and accrued income    15-year-agreement,
 F-54




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   18.
    Prepaid expenses
    and accrued income (Continued)      19.
    Valuation and
    qualifying accounts  Balance at


Charged to








Balancebeginning


cost and








at endAllowances on assets to which they apply:

of year


expenses


Deductions(1)


Acquisitions


of yearEURm


EURm


EURm


EURm


EURm2009Allowance for doubtful accounts


415



155



(179
)






391Excess and obsolete inventory


348



192



(179
)






3612008Allowance for doubtful accounts


332



224



(141
)






415Excess and obsolete inventory


417



151



(221
)


1



3482007Allowance for doubtful accounts


212



38



(72
)


154



332Excess and obsolete inventory


218



145



(202
)


256



417     (1)

    
    Deductions include utilization and releases of the allowances. F-55




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   20.
    Fair value and
    other reserves  Available-for-saleHedging reserve, EURm


Investments, EURm





Total, EURmGross


Tax


Net


Gross


Tax


Net


Gross


Tax


NetBalance at December 31, 2006


69



(19
)


50



(66
)


2



(64
)


3



(17
)


(14
)Cash flow hedges:Net fair value gains/(losses)


103



(27
)


76















103



(27
)


76Transfer of (gains)/losses to profit and loss account as
    adjustment to Net Sales


(794
)


214



(580
)














(794
)


214



(580
)Transfer of (gains)/losses to profit and loss account as
    adjustment to Cost of Sales


684



(185
)


499















684



(185
)


499Available-for-sale
    Investments:Net fair value gains/(losses)














32



(1
)


31



32



(1
)


31Transfer to profit and loss account on impairment














29







29



29







29Transfer of net fair value (gains)/losses to profit and loss
    account on disposal














(12
)






(12
)


(12
)






(12
)Movements attributable to minority interests


(8
)


2



(6
)














(8
)


2



(6
)Balance at December 31, 2007


54



(15
)


39



(17
)


1



(16
)


37



(14
)


23Cash flow hedges:Net fair value gains/(losses)


281



(67
)


214















281



(67
)


214Transfer of (gains)/losses to profit and loss account as
    adjustment to Net Sales


(631
)


177



(454
)














(631
)


177



(454
)Transfer of (gains)/losses to profit and loss account as
    adjustment to Cost of Sales


186



(62
)


124















186



(62
)


124Transfer of (gains)/losses as a basis adjustment to assets and
    liabilities


124



(32
)


92















124



(32
)


92Available-for-sale
    Investments:Net fair value gains/(losses)














(29
)


9



(20
)


(29
)


9



(20
)Transfer to profit and loss account on impairment














1







1



1







1Transfer of net fair value (gains)/losses to profit and loss
    account on disposal














13



1



14



13



1



14Movements attributable to minority interests


87



(21
)


66



3



(1
)


2



90



(22
)


68Balance at December 31, 2008


101



(20
)


81



(29
)


10



(19
)


72



(10
)


62Cash flow hedges:Net fair value gains/(losses)


(19
)


6



(13
)














(19
)


6



(13
)Transfer of (gains)/losses to profit and loss account as
    adjustment to Net Sales


873



(222
)


651















873



(222
)


651Transfer of (gains)/losses to profit and loss account as
    adjustment to Cost of Sales


(829
)


205



(624
)














(829
)


205



(624
)Available-for-sale
    Investments:Net fair value gains/(losses)














36



(4
)


32



36



(4
)


32Transfer to profit and loss account on impairment














14







14



14







14Transfer of net fair value (gains)/losses to profit and loss
    account on disposal














(2
)






(2
)


(2
)






(2
)Movements attributable to minority interests


(65
)


16



(49
)


(2
)






(2
)


(67
)


16



(51
)Balance at December 31, 2009


61



(15
)


46



17



6



23



78



(9
)


69    F-56




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   20.
    Fair value and
    other reserves (Continued)       F-57




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   21.
    Translation
    differences  Translation


Net investmentdifferences, EURm


hedging, EURm


Total, EURmGross


Tax


Net


Gross


Tax


Net


Gross


Tax


NetBalance at December 31, 2006


(37
)






(37
)


41



(38
)


3



4



(38
)


(34
)Translation differences:Currency translation differences


(151
)






(151
)














(151
)






(151
)Transfer to profit and loss (financial income and expense)


































Net investment hedging:Net investment hedging gains/(losses)














51



(13
)


38



51



(13
)


38Transfer to profit and loss (financial income and expense)


































Movements attributable to minority interests


(16
)






(16
)














(16
)






(16
)Balance at December 31, 2007


(204
)






(204
)


92



(51
)


41



(112
)


(51
)


(163
)Translation differences:Currency translation differences


595







595















595







595Transfer to profit and loss (financial income and expense)


































Net investment hedging:Net investment hedging gains/(losses)














(123
)


32



(91
)


(123
)


32



(91
)Transfer to profit and loss (financial income and expense)


































Movements attributable to minority interests


































Balance at December 31, 2008


391







391



(31
)


(19
)


(50
)


360



(19
)


341Translation differences:Currency translation differences


(556
)


2



(554
)














(556
)


2



(554
)Transfer to profit and loss (financial income and expense)


(7
)






(7
)














(7
)






(7
)Net investment hedging:Net investment hedging gains/(losses)














114



(31
)


83



114



(31
)


83Transfer to profit and loss (financial income and expense)














1







1



1







1Movements attributable to minority interests


8



1



9















8



1



9Balance at December 31, 2009


(164
)


3



(161
)


84



(50
)


34



(80
)


(47
)


(127
)   F-58




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   22.
    The shares of the
    Parent Company  Nokia shares and
    shareholders
  Shares and share
    capital
          Authorizations
  Authorization to
    increase the share capital
      Other
    authorizations
      Authorizations
    proposed to the Annual General Meeting 2010
   F-59




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   22.
    The shares of the
    Parent Company (Continued)      23.
    Share-based
    payment        Stock
    options
       F-60




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   23.
    Share-based
    payment (Continued)          Vesting status(as percentage ofStock options

Number of



total number of







Exercise price/Plan

outstanding

participants

Option (sub)

stock options

Exercise period

share(year of launch)

2009

(approx.)

category

outstanding)

First vest date

Last vest date

Expiry date

EUR2003(1)


0



0



2004 2Q



Expired



July 1, 2005



July 1, 2008



December 31, 2009



11.792004 3Q



Expired



October 3, 2005



October 1, 2008



December 31, 2009



9.442004 4Q



Expired



January 2, 2006



January 2, 2009



December 31, 2009



12.352005(1)


12 120 029



7 000



2005 2Q



100.00



July 1, 2006



July 1, 2009



December 31, 2010



12.792005 3Q



100.00



October 1, 2006



October 1, 2009



December 31, 2010



13.092005 4Q



93.75



January 1, 2007



January 1, 2010



December 31, 2010



14.482006 1Q



87.50



April 1, 2007



April 1, 2010



December 31, 2011



14.992006 2Q



81.25



July 1, 2007



July 1, 2010



December 31, 2011



18.022006 3Q



75.00



October 1, 2007



October 1, 2010



December 31, 2011



15.372006 4Q



68.75



January 1, 2008



January 1, 2011



December 31, 2011



15.382007 1Q



62.50



April 1, 2008



April 1, 2011



December 31, 2011



17.002007(1)


10 635 480



9 000



2007 2Q



56.25



July 1, 2008



July 1, 2011



December 31, 2012



18.392007 3Q



50.00



October 1, 2008



October 1, 2011



December 31, 2012



21.862007 4Q



43.75



January 1, 2009



January 1, 2012



December 31, 2012



27.532008 1Q



37.50



April 1, 2009



April 1, 2012



December 31, 2013



24.152008 2Q



31.25



July 1, 2009



July 1, 2012



December 31, 2013



19.162008 3Q



25.00



October 1, 2009



October 1, 2012



December 31, 2013



17.802008 4Q







January 1, 2010



January 1, 2013



December 31, 2013



12.432009 1Q







April 1, 2010



April 1, 2013



December 31, 2014



9.822009 2Q







July 1, 2010



July 1, 2013



December 31, 2014



11.182009 3Q







October 1, 2010



October 1, 2013



December 31, 2014



9.282009 4Q







January 1, 2011



January 1, 2014



December 31, 2014



8.76     (1)

    
    The Groups current global stock option plans have a
    vesting schedule with a 25% vesting one year after grant, and
    quarterly vesting thereafter, each of the quarterly lots
    representing 6.25% of the total grant. The grants vest fully in
    four years. F-61




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   23.
    Share-based
    payment (Continued)   Total stock
    options outstanding as at December 31,
    2009(1)
  Weighted average


Weightedexercise price


average shareNumber of shares


EUR(2)


price
    EUR(2)Shares under option at January 1, 2007


93 285 229



16.28Granted


3 211 965



18.48Exercised


57 776 205



16.99



21.75Forfeited


1 992 666



15.13Expired


1 161 096



17.83Shares under option at December 31, 2007


35 567 227



15.28Granted


3 767 163



17.44Exercised


3 657 985



14.21



22.15Forfeited


783 557



16.31Expired


11 078 983



14.96Shares under option at December 31, 2008


23 813 865



15.89Granted


4 791 232



11.15Exercised


104 172



6.18



9.52Forfeited


893 943



17.01Expired


4 567 020



13.55Shares under option at December 31, 2009


23 039 962



15.39Options exercisable at December 31, 2006 (shares)


69 721 916



16.65Options exercisable at December 31, 2007 (shares)


21 535 000



14.66Options exercisable at December 31, 2008 (shares)


12 895 057



14.77Options exercisable at December 31, 2009 (shares)


13 124 925



16.09     (1)

    
    Includes also stock options granted under other than global
    equity plans. For further information see Other equity
    plans for employees below.(2)

    
    The weighted average exercise price and the weighted average
    share price do not incorporate the effect of transferable stock
    option exercises during 2007 by option holders not employed by
    the Group.      Options outstandingWeighted average


Weightedremaining


averagecontractual life


exerciseExercise prices EUR

Number of shares


in years


price EUR0.81- 9.93


215 987



4.27



6.0710.26-14.99


10 498 214



3.06



12.1015.37-19.86


12 202 542



2.61



18.2821.86-37.37


123 219



2.03



26.6323 039 962  F-62




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   23.
    Share-based
    payment (Continued)    2009

2008

2007Weighted average expected dividend yield

3.63%

3.20%

2.30%Weighted average expected volatility

43.46%

39.92%

25.24%Risk-free interest rate

1.97% - 2.94%

3.15% - 4.58%

3.79% - 4.19%Weighted average risk-free interest rate

2.23%

3.65%

4.09%Expected life (years)

3.60

3.55

3.59Weighted average share price, EUR

10.82

16.97

18.49       Performance
    shares
      and/or
    Performance

Number of

Interimshares outstanding

participants

measurement

Performance

1st (interim)

2nd (final)Plan

at
    threshold(1)(2)

(approx.)

period

period

settlement

settlement2005


0



11 000



2005-2006



2005-2008



2007



20092006


0



12 000



N/A



2006-2008



N/A



20092007


0



5 000



N/A



2007-2009



N/A



20102008


2 178 538



6 000



N/A



2008-2010



N/A



20112009


2 892 063



6 000



N/A



2009-2011



N/A



2012     (1)

    
    Shares under performance share plan 2007 vested on
    December 31, 2009 and are therefore not included in the
    outstanding numbers. F-63




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   23.
    Share-based
    payment (Continued)   (2)

    
    Does not include 23 359 outstanding performance shares with
    deferred delivery due to leave of absence.    Threshold Performance


Maximum PerformanceAverage Annual





Average AnnualPlan




EPS(1)(2)


Net Sales
    Growth(1)


EPS(1)(2)


Net Sales
    Growth(1)EUR





EUR2005


Interim measurement


0.75



3
%


0.96



12
%Performance period


0.82



8
%


1.33



17
%2006


Performance period


0.96



11
%


1.41



26
%2007


Performance period


1.26



9.5
%


1.86



20
%2008


Performance period


1.72



4
%


2.76



16
%2009


Performance period


1.01



(5
)%


1.53



10
%     (1)

    
    Both the EPS and Average Annual Net Sales Growth criteria have
    an equal weight of 50%.(2)

    
    The EPS for 2005, 2006 and 2007 plans: basic reported. The EPS
    for 2008 plan: diluted excluding special items. The EPS for 2009
    plan: diluted non-IFRS.  Performance
    Shares Outstanding as at December 31,
    2009(1)
  Number of

Weightedperformance

average grantshares at

date fair valuethreshold

EUR(2)Performance shares at January 1,
    2007(3)


12 614 389Granted


2 163 901



19.96Forfeited


1 001 332Vested(4)


222 400Performance shares at December 31,
    2007(5)


13 554 558Granted


2 463 033



13.35Forfeited


690 909Vested(3)(4)(6)


7 291 463Performance shares at December 31, 2008


8 035 219Granted


2 960 110



9.57Forfeited


691 325Vested(5)(7)


5 210 044Performance shares at December 31, 2009


5 093 960     (1)

    
    Includes also performance shares granted under other than global
    equity plans. For further information see Other equity
    plans for employees below.(2)

    
    The fair value of performance shares is estimated based on the
    grant date market price of the Companys share less the
    present value of dividends expected to be paid during the
    vesting period.(3)

    
    Based on the performance of the Group during the Interim
    Measurement Period
    2004-2005,
    under the 2004 Performance Share Plan, both performance criteria
    were met. Hence, 3 595 339 Nokia shares equaling the threshold
    number were delivered in 2006. The performance shares related to
    the interim settlement of the 2004 Performance Share Plan are
    included in the number of performance shares outstanding at
    January 1, 2007 as these performance shares were F-64




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   23.
    Share-based
    payment (Continued)  outstanding until the final settlement in 2008. The final
    payout, in 2008, was adjusted by the shares delivered based on
    the Interim Measurement Period.(4)

    
    Includes also performance shares vested under other than global
    equity plans.(5)

    
    Based on the performance of the Group during the Interim
    Measurement Period
    2005-2006,
    under the 2005 Performance Share Plan, both performance criteria
    were met. Hence, 3 980 572 Nokia shares equaling the threshold
    number were delivered in 2007. The performance shares related to
    the interim settlement of the 2005 Performance Share Plan are
    included in the number of performance shares outstanding at
    December 31, 2007 as these performance shares were
    outstanding until the final settlement in 2009. The final
    payout, in 2009, was adjusted by the shares delivered based on
    the Interim Measurement Period.(6)

    
    Includes performance shares under Performance Share Plan 2006
    that vested on December 31, 2008.(7)

    
    Includes performance shares under Performance Share Plan 2007
    that vested on December 31, 2009.    Restricted
    shares
      Restricted Shares Outstanding as at December 31,
    2009(1)
  WeightedNumber of


average grantRestricted


date fair valueShares


EUR(2)Restricted Shares at January 1, 2007


6 064 876Granted


1 749 433



24.37Forfeited


297 900Vested


1 521 080Restricted Shares at December 31, 2007


5 995 329Granted(3)


4 799 543



13.89Forfeited


358 747Vested


2 386 728Restricted Shares at December 31, 2008


8 049 397Granted


4 288 600



7.59Forfeited


446 695Vested


2 510 300Restricted Shares at December 31, 2009


9 381 002  F-65




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   23.
    Share-based
    payment (Continued)    (1)

    
    Includes also restricted shares granted under other than global
    equity plans. For further information see Other equity
    plans for employees below.(2)

    
    The fair value of restricted shares is estimated based on the
    grant date market price of the Companys share less the
    present value of dividends, if any, expected to be paid during
    the vesting period.(3)

    
    Includes grants assumed under NAVTEQ Plan (as
    defined below).  Other equity
    plans for employees
       F-66




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   24.
    Deferred
    taxes  2009


2008EURm


EURmDeferred tax assets:Intercompany profit in inventory


77



144Tax losses carried forward


263



293Warranty provision


73



117Other provisions


315



371Depreciation differences and untaxed reserves


796



1 059Share-based compensation


15



68Other temporary differences


320



282Reclassification due to netting of deferred taxes


(352
)


(371
)Total deferred tax assets


1 507



1 963Deferred tax liabilities:Depreciation differences and untaxed reserves


(469
)


(654
)Fair value gains/losses


(67
)


(62
)Undistributed earnings


(345
)


(242
)Other temporary
    differences(1)


(774
)


(1 200
)Reclassification due to netting of deferred taxes


352



371Total deferred tax liabilities


(1 303
)


(1 787
)Net deferred tax asset


204



176Tax charged to equity


(13
)


(128
)     (1)

    
    In 2009 other temporary differences include a deferred tax
    liability of EUR 744 million
    (EUR 1 140 million in 2008) arising from
    purchase price allocation related to Nokia Siemens Networks and
    NAVTEQ.        25.
    Accrued
    expenses  2009


2008EURm


EURmSocial security, VAT and other taxes


1 808



1 700Wages and salaries


474



665Advance payments


546



532Other


3 676



4 126Total


6 504



7 023  F-67




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   25.
    Accrued expenses
    (Continued)    26.
    Provisions  IPR


ProjectWarranty


Restructuring


infringements


losses


Tax


Other


TotalEURm


EURm


EURm


EURm


EURm


EURm


EURmAt January 1, 2008


1 489



617



545



116



452



498



3 717Exchange differences


(16
)






















(16
)Acquisitions


1







3







6



2



12Additional provisions


1 211



533



266



389



47



747



3 193Change in fair value






















(7
)


(7
)Changes in estimates


(240
)


(211
)


(92
)


(42
)


(45
)


(143
)


(773
)Charged to profit and loss account


971



322



174



347



2



597



2 413Utilized during year


(1 070
)


(583
)


(379
)


(218
)






(284
)


(2 534
)At December 31, 2008


1 375



356



343



245



460



813



3 592   IPR


ProjectWarranty


Restructuring


infringements


losses


Tax


Other


TotalEURm


EURm


EURm


EURm


EURm


EURm


EURmAt January 1, 2009


1 375



356



343



245



460



813



3 592Exchange differences


(13
)






















(13
)Additional provisions


793



268



73



269



139



344



1 886Change in fair value






















(1
)


(1
)Changes in estimates


(178
)


(62
)


(9
)


(63
)


(325
)


(174
)


(811
)Charged to profit and loss account


615



206



64



206



(186
)


169



1 074Utilized during year


(1 006
)


(378
)


(17
)


(254
)






(280
)


(1 935
)At December 31, 2009


971



184



390



197



274



702



2 718   2009


2008EURm


EURmAnalysis of total provisions at December 31:Non-current


841



978Current


1 877



2 614          F-68




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   26.
    Provisions
    (Continued)            27.
    Earnings per
    share  2009


2008


2007Numerator/EURmBasic/Diluted:Profit attributable to equity holders of the parent


891



3 988



7 205Denominator/1 000 sharesBasic:Weighted average shares


3 705 116



3 743 622



3 885 408Effect of dilutive securities:Performance shares


9 614



25 997



26 304Restricted shares


6 341



6 543



3 693Stock options


1



4 201



16 60315 956



36 741



46 600Diluted:Adjusted weighted average shares and assumed conversions


3 721 072



3 780 363



3 932 008    F-69




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   27.
    Earnings per
    share (Continued)    28.
    Commitments and
    contingencies  2009


2008EURm


EURmCollateral for our own commitmentsProperty under mortgages


18



18Assets pledged


13



11Contingent liabilities on behalf of Group companiesOther guarantees


1 350



2 896Contingent liabilities on behalf of other companiesFinancial guarantees on behalf of third
    parties(1)






2Other guarantees


3



1Financing commitmentsCustomer finance
    commitments(1)


99



197Venture fund
    commitments(2)


293



467     (1)

    
    See also note 33 b).(2)

    
    See also note 33 a).      available-for-sale available-for-sale
         F-70




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   28.
    Commitments and
    contingencies (Continued)          29.
    Leasing
    contracts      OperatingleasesLeasing payments, EURm2010


3482011


2542012


1802013


1312014


99Thereafter


210Total


1 222    F-71




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   29.
    Leasing contracts
    (Continued)   30.
    Related party
    transactions      2009

2008

2007EURm

EURm

EURmTransactions with associated companiesShare of results of associated companies


30



6



44Dividend income






6



12Share of shareholders equity of associated companies


35



21



158Sales to associated companies


8



59



82Purchases from associated companies


211



162



125Receivables from associated companies


2



29



61Liabilities to associated companies


31



8



69   Management
    compensation
  2007-2009
  2009

2008

2007Cash

Share-based



Cash

Share-based



Cash

Share-basedBase

incentive

compensation

Base

incentive

compensation

Base

incentive

compensationsalary

payments

Expense

salary

payments

expense

salary

payments

expenseEUR

EUR

EUR

EUR

EUR

EUR

EUR

EUR

EUROlli-Pekka Kallasvuo
    President and CEO


1 176 000



1 288 144



2 840 777



1 144 800



721 733



1 286 370



1 037 619



2 348 877



4 805 722   2007-2009
 F-72




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   30.
    Related party
    transactions (Continued)  Board of
    Directors
    2009

2009

2008

2008

2007

2007Gross

Shares

Gross

Shares

Gross

SharesAnnual Fee

Received

Annual Fee

Received

Annual Fee

ReceivedEUR(1)



EUR(1)



EUR(1)Board of DirectorsJorma Ollila,Chairman(2)


440 000



16 575



440 000



9 499



375 000



8 110Dame Marjorie Scardino,


150 000



5 649



150 000



3 238



150 000



3 245Vice
    Chairman(3)Georg
    Ehrnrooth(4)


155 000



5 838



155 000



3 346



155 000



3 351Lalita D.
    Gupte(5)


140 000



5 273



140 000



3 022



140 000



3 027Bengt Holmström


130 000



4 896



130 000



2 806



130 000



2 810Henning Kagermann


130 000



4 896



130 000



2 806



130 000



2 810Olli-Pekka
    Kallasvuo(6)


130 000



4 896



130 000



2 806



130 000



2 810Per
    Karlsson(7)


155 000



5 838



155 000



3 346



155 000



3 351Isabel
    Marey-Semper(8)


140 000



5 273















Risto
    Siilasmaa(9)


140 000



5 273



140 000



3 022







Keijo
    Suila(10)


130 000



4 896



140 000



3 022



140 000



3 027Vesa
    Vainio(11)


















140 000



3 027     (1)

    
    Approximately 60% of the gross annual fee is paid in cash and
    the remaining 40% in Nokia shares purchased from the market and
    included in the table under Shares Received.
    Further, it is Nokia policy that the directors retain all
    company stock received as director compensation until the end of
    their board membership, subject to the need to finance any costs
    including taxes relating to the acquisition of the shares.(2)

    
    This table includes fees paid for Mr. Ollila, Chairman, for
    his services as Chairman of the Board, only.(3)

    
    The 2009, 2008 and 2007 fees of Ms. Scardino amounted to
    EUR 150 000 for services as Vice Chairman.(4)

    
    The 2009, 2008 and 2007 fees of Mr. Ehrnrooth amounted to a
    total of EUR 155 000, consisting of a fee of EUR 130 000 for
    services as a member of the Board and EUR 25 000 for services as
    Chairman of the Audit Committee.(5)

    
    The 2009, 2008 and 2007 fees of Ms. Gupte amounted to a
    total of EUR 140 000, consisting of fee of 130 000 for services
    as a member of the Board and EUR 10 000 for services as a member
    of the Audit Committee.(6)

    
    This table includes fees paid to Mr. Kallasvuo, President
    and CEO, for his services as a member of the Board, only.(7)

    
    The 2009, 2008 and 2007 fees of Mr. Karlsson amounted to a
    total of EUR 155 000, consisting of a fee of EUR 130 000 for
    services as a member of the Board and EUR 25 000 for services as
    Chairman of the Personnel Committee.(8)

    
    The 2009 fee paid to Ms. Marey-Semper amounted to a total
    of EUR 140 000, consisting of a fee of EUR 130 000 for services
    as a member of the Board and EUR 10 000 for services as a member
    of the Audit Committee. F-73




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   30.
    Related party
    transactions (Continued)   (9)

    
    The 2009 and 2008 fee of Mr. Siilasmaa amounted to a total
    of EUR 140 000, consisting of fee of 130 000 for services
    as a member of the Board and EUR 10 000 for services as a member
    of the Audit Committee.(10)

    
    The 2008 and 2007 fees of Mr. Suila amounted to a total of
    EUR 140 000, consisting of a fee of EUR 130 000 for
    services as a member of the Board and EUR 10 000 for services as
    a member of the Audit Committee.(11)

    
    Mr. Vainio was a member of the Board of Directors and the
    Audit Committee until the end of the Annual General Meeting on
    May 8, 2008. Mr. Vainio received his fees for services
    as a member of the Board and as a member of the Audit Committee,
    as resolved by the shareholders at the Annual General Meeting on
    May 3, 2007, already in 2007 and thus no fees were paid to
    him for the services rendered during 2008. The 2007 fee of
    Mr.Vainio amounted to a total of EUR 140 000 consisting of a fee
    of EUR 130 000 for services as a member of the Board and EUR 10
    000 for services as a member of the Audit Committee.  Pension
    arrangements of certain Group Executive Board Members
   F-74




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   31.
    Notes to cash
    flow statements  2009


2008


2007EURm


EURm


EURmAdjustments for:Depreciation and amortization (Note 9)


1 784



1 617



1 206(Profit)/loss on sale of property, plant and equipment and
    available-for-sale
    investments


(111
)


(11
)


(1 864
)Income taxes (Note 11)


702



1 081



1 522Share of results of associated companies (Note 14)


(30
)


(6
)


(44
)Minority interest


(631
)


(99
)


(459
)Financial income and expenses (Note 10)


265



2



(239
)Transfer from hedging reserve to sales and cost of sales
    (Note 20)


44



(445
)


(110
)Impairment charges (Note 7)


1 009



149



63Asset retirements (Note 8, 12)


35



186



Share-based compensation (Note 23)


16



74



228Restructuring charges


307



448



856Finnish pension settlement (Note 5)






152



Other income and expenses






(124
)


Adjustments, total


3 390



3 024



1 159Change in net working capitalDecrease (Increase) in short-term receivables


1 145



(534
)


(2 146
)Decrease (Increase) in inventories


640



321



(245
)(Decrease) Increase in interest-free short-term borrowings


(1 698
)


(2 333
)


2 996Loans made to customers


53







Change in net working capital


140



(2 546
)


605      F-75




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   32. Principal
    Nokia Group companies at December 31, 2009
  Parent


Groupholding


majority%


%US

Nokia Inc.






100.0DE

Nokia GmbH


100.0



100.0GB

Nokia UK Limited






100.0KR

Nokia TMC Limited


100.0



100.0CN

Nokia Telecommunications Ltd


4.5



83.9NL

Nokia Finance International B.V.


100.0



100.0HU

Nokia Komárom Kft


100.0



100.0IN

Nokia India Pvt Ltd


99.9



100.0IT

Nokia Italia S.p.A


100.0



100.0ES

Nokia Spain S.A.U


100.0



100.0RO

Nokia Romania SRL


100.0



100.0BR

Nokia do Brazil Technologia Ltda


99.9



100.0RU

OOO Nokia


100.0



100.0US

NAVTEQ Corp






100.0NL

Nokia Siemens Networks B.V.






50.0
(1)FI

Nokia Siemens Networks Oy.






50.0DE

Nokia Siemens Networks GmbH & Co KG






50.0IN

Nokia Siemens Networks Pvt. Ltd.






50.0     (1)

    
    Nokia Siemens Networks B.V., the ultimate parent of the Nokia
    Siemens Network group, is owned approximately 50% by each of
    Nokia and Siemens and consolidated by Nokia. Nokia effectively
    controls Nokia Siemens Networks as it has the ability to appoint
    key officers and the majority of the members of its Board of
    Directors, and accordingly, Nokia consolidated Nokia Siemens
    Networks.  33.
    Risk
    management  General risk
    management principles
       F-76




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)  Financial
    risks
      (a)
    Market
    Risk  Foreign exchange
    risk
            2009

USD

JPY

CNY

INREURm

EURm

EURm

EURmFX derivatives used as cashflow hedges (net
    amount)(1)


(1 767
)


663







(78
)FX derivatives used as net investment hedges (net
    amount)(2)


(969
)


(6
)


(983
)


(208
)FX exposure from balance sheet items (net
    amount)(3)


(464
)


(421
)


(1 358
)


80FX derivatives not designated in a hedge relationship and
    carried at fair value through profit and loss (net
    amount)(3)


(328
)


578



1 633



(164
)Cross currency / interest rate hedges


375











   F-77




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)  2008

USD

JPY

CNY

INREURm

EURm

EURm

EURmFX derivatives used as cashflow hedges (net
    amount)(1)


(3 359
)


2 674







(122
)FX derivatives used as net investment hedges (net
    amount)(2)


(232
)






(699
)


(179
)FX exposure from balance sheet items (net
    amount)(3)


729



(494
)


(579
)


236FX derivatives not designated in a hedge relationship and
    carried at fair value through profit and loss (net
    amount)(3)


(615
)


480



527



(443
)     (1)

    
    The FX derivatives are used to hedge the foreign exchange risk
    from forecasted highly probable cash flows related to sales,
    purchases and business acquisition activities. In some of the
    currencies, especially in US Dollar, Nokia has substantial
    foreign exchange risks in both estimated cash inflows and
    outflows, which have been netted in the table. See Note 20
    for more details on hedge accounting. The underlying exposures
    for which these hedges are entered into are not presented in the
    table, as they are not financial instruments as defined under
    IFRS 7.(2)

    
    The FX derivatives are used to hedge the Groups net
    investment exposure. The underlying exposures for which these
    hedges are entered into are not presented in the table, as they
    are not financial instruments as defined under IFRS 7.(3)

    
    The balance sheet items which are denominated in the foreign
    currencies are hedged by a portion of FX derivatives not
    designated in a hedge relationship and carried at fair value
    through profit and loss resulting in offsetting FX gains or
    losses in the financial income and expenses.  Interest rate
    risk
      Value-at-Risk
    2009

2008Floating

Fixed

FloatingFixed rate

rate

rate

rateEURm

EURm

EURm

EURmAssets


5 712



3 241



2 946



4 007Liabilities


(3 771
)


(1 403
)


(3 604
)


(785
)Assets and liabilities before derivatives


1 941



1 838



(658
)


3 222Interest rate derivatives


1 628



(1 693
)






Assets and liabilities after derivatives


3 569



145



(658
)


3 222  F-78




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)  Equity price
    risk
    available-for-sale
      Value-at-Risk
  Value-at-Risk
          FX Risk
    
    FX exposures from outstanding balance sheet items and other FX
    derivatives carried at fair value through profit and loss which
    are not in a hedge relationship and are mostly used for hedging
    balance sheet FX exposure. F-79




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)   
    FX derivatives designated as forecasted cash flow hedges and net
    investment hedges. Most of the VaR is caused by these
    derivatives as forecasted cash flow and net investment exposures
    are not financial instruments as defined under IFRS 7 and thus
    not included in the VaR calculation.  Table 1 Foreign
    exchange positions
    Value-at-Risk
  VaR from financial instruments2009

2008EURm

EURmAt December 31


190



442Average for the year


291



337Range for the year


160-520



191-730   Interest rate
    risk
      Table 2 Treasury
    investment and debt portfolios
    Value-at-Risk
  2009

2008EURm

EURmAt December 31


41



6Average for the year


33



10Range for the year


4-52



4-25   Equity price
    risk
    (b)
    Credit
    Risk      2009

2008EURm

EURmFinancial guarantees given on behalf of customers and other
    third parties






2Loan commitments given but not used


99



19799



199  F-80




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)  Business Related
    Credit Risk
            
    2009

2008EURm

EURmPast due 1-30 days


393



453Past due
    31-180 days


170



240More than 180 days


116



36679



729        F-81




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)  Financial Credit
    Risk
      available-for-sale
  Fixed income and money-market
    investments(1),

    (2)
 EUR
    million
  
  (1)
    Fixed income and money-market
    investments include term deposits, investments in liquidity
    funds and investments in fixed income instruments classified as
    available-for-sale
    investments and investments at fair value though profit and
    loss. Liquidity funds invested solely in government securities
    are included under Governments. Other liquidity funds are
    included under Banks.(2)
    Included within fixed income and
    money-market investments is EUR 48 million of
    restricted investment at December 31, 2009 (EUR
    114 million at December 31, 2008). They are restricted
    financial assets under various contractual or legal obligations.(3)
    Bank parent company ratings used
    here for bank groups. In some emerging markets countries actual
    bank subsidiary ratings may differ from parent company rating.   F-82




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)  (c)
    Liquidity
    Risk            Borrower(s):Nokia Corporation:

USD 1 923 million Revolving Credit Facility, maturing 2012Nokia Siemens Networks Finance B.V. and Nokia Siemens Networks
    Oy:

EUR 2 000 million Revolving Credit Facility, maturing 2012Nokia Siemens Networks Finance B.V.:

EUR 750 million Credit Facility, maturing 2013        F-83




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)    Issuer(s):Nokia Corporation:

Medium Term Note (EMTN) program, totaling EUR 5 000 millionNokia Corporation:

Shelf registration statement on file with the US Securities and
    Exchange CommissionNokia Corporation:

Local commercial paper program in Finland, totaling EUR 750
    millionNokia Corporation:

US Commercial Paper (USCP) program, totaling USD 4 000 millionNokia Corporation and Nokia International Finance B.V.:

Euro Commercial Paper (ECP) program, totaling USD 4 000 million       Short-term:
    Standard & Poors
    A-1
    Moodys P-1  Long-term:
    Standard & Poors A
    Moodys A2 F-84




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)  Line-by-line
  Due between 3





DueDue within 3


and 12


Due between 1


between


Due beyondAt 31 December 2009

months


months


and 3 years


3 and 5 years


5 yearsEURm


EURm


EURm


EURm


EURmNon-current financial assetsLong-term loans receivable










36



6



4Other non-current assets










3



1



1Current financial assetsCurrent portion of long-term loans receivable


4



11











Short-term loans receivable


1



1











Investments at fair value through profit and loss


3



22



29



515



139Available-for-sale
    investment


6 417



322



290



110



116Cash


1 142Cash flows related to derivative financial assets net settled :Derivative contracts  receipts


88



(47
)


80



110



27Cash flows related to derivative financial assets gross settled:Derivative contracts  receipts


14 350



1 067











Derivative contracts  payments


(14 201
)


(1 037
)










Accounts
    receivable(1),

    (2)


5 903



1 002



73







Non-current financial liabilitiesLong-term liabilities


(124
)


(96
)


(594
)


(2 973
)


(2 596
)Current financial liabilitiesCurrent portion of long-term loans


(3
)


(41
)










Short-term liabilities


(628
)


(100
)










Cash flows related to derivative financial liabilities net
    settled:Derivative contracts  payments


(6
)


6



(2
)


10



52Cash flows related to derivative financial liabilities gross
    settled:Derivative contracts  receipts


14 528



1 422











Derivative contracts  payments


(14 646
)


(1 443
)










Accounts
    payable(1)


(4 873
)


(74
)


(3
)






Contingent financial assets and liabilitiesLoan commitments given
    undrawn(2)


(59
)


(40
)










Loan commitments obtained
    undrawn(3)










2 841







  F-85




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)  Due between 3





DueDue within 3


and 12


Due between 1


between


Due beyondAt 31 December 2008

months


months


and 3 years


3 and 5 years


5 yearsEURm


EURm


EURm


EURm


EURmNon-current financial assetsLong-term loans receivable










19



6



8Other non-current assets


1



1



3







1Current financial assetsCurrent portion of long-term loans receivable


5



101











Short-term loans receivable


8



2











Available-for-sale
    investment


3 932



483



583



120



254Cash


1 706















Cash flows related to derivative financial assets net settled :Derivative contracts  receipts


5



3



1







Cash flows related to derivative financial assets gross settled:Derivative contracts  receipts


19 180



5 184











Derivative contracts  payments


(18 322
)


(5 090
)










Accounts
    receivable(1)


6 702



1 144



70







Non-current financial liabilitiesLong-term liabilities


(1
)


(46
)


(741
)


(64
)


(159
)Current financial liabilitiesCurrent portion of long-term loans






(14
)










Short-term liabilities


(3 207
)


(388
)










Cash flows related to derivative financial liabilities gross
    settled:Derivative contracts  receipts


15 729



4 859











Derivative contracts  payments


(16 599
)


(4 931
)










Accounts payable


(5 152
)


(67
)


(5
)






Contingent financial assets and liabilitiesLoan commitments given
    undrawn(2)


(197
)










Financial guarantee given
    uncalled(2)


(2
)














Loan commitments obtained
    undrawn(3)










50



362



     (1)

    
    Accounts receivable maturity analysis does not include accrued
    receivables and receivables accounted based on the percentage of
    completion method of EUR 1 004 million (2008: EUR
    1 528 million).(2)

    
    Loan commitments given undrawn and financial guarantees given
    uncalled have been included in the earliest period in which they
    could be drawn or called.(3)

    
    Loan commitments obtained undrawn have been included based on
    the period in which they expire. F-86




---



##### Table of Contents



Notes to the
    Consolidated Financial Statements (Continued)
   33.
    Risk management
    (Continued)   Hazard
    risk
    and/or
 F-87




---



##### Table of Contents



SIGNATURES
  Form 20-F
    By:
    /s/  ANJA
    KORHONEN   Title:
    Senior Vice President, Corporate Controller  By:
    /s/  KAARINA
    STÅHLBERG   Title:
    Vice President, Assistant General Counsel