SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a -16 or 15d -16 of

the Securities Exchange Act of 1934

Report on Form 6-K dated January 27, 2005

Nokia Corporation

Nokia House

Keilalahdentie 4

02150 Espoo

Finland

(Name and address of registrant’s principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F  ý                         Form 40-F  o

Enclosures:

1.               Nokia Press Release dated January 27, 2005 and titled:

Nokia reports fourth-quarter 2004 net sales of EUR 9.1 billion, EPS EUR 0.23

2.              Nokia Press Release dated January 27, 2005 and titled:

Nokia Board of Directors convenes Annual General Meeting 2005 and projects a new stock repurchase plan

3.              Nokia Press Release dated January 27, 2005 and titled:

Nokia Board Corporate Governance and Nomination Committee proposes two new members to the Board of Directors

4.              Nokia Press Release dated January 27, 2005 and titled:

Nokia’s 2005 Equity Program to follow 2004 structure:

Nokia reports fourth-quarter 2004 net sales of EUR 9.1 billion, EPS EUR 0.23

Nokia reports 2004 net sales of EUR 29.3 billion, EPS EUR 0.70

Nokia in Q4 2004

(all comparisons are to fourth-quarter 2003 results regrouped according to 2004 organization):

•                  Net sales increased 3% to EUR 9 063 million (EUR 8 789 million in Q4 2003), up 8% at constant currency.

•                  Operating profit decreased 19% to EUR 1 357 million (EUR 1 669 million), with an operating margin of 15.0% (19.0%).

•                  EPS (diluted) was EUR 0.23 compared with EPS (diluted) EUR 0.25 in the fourth quarter 2003 (including a 4Q 2003 EUR 0.05 net negative impact from one-time items) on net profits of EUR 1 019 million (EUR 1 168 million).

•                  Nokia mobile device volumes reached a record 66.1 million units, up 19%, resulting in an estimated market share of 34%.

•                  Mobile Phones net sales decreased 6% to EUR 5 660 million (EUR 6 038 million), with EUR 1 060 million operating profit (EUR 1 697 million) and operating margin of 18.7% (28.1%).

•                  Multimedia net sales increased 29% to EUR 1 230 million (EUR 953 million).

•                  Enterprise Solutions net sales increased 122% to EUR 280 million (EUR 126 million).

•                  Networks net sales increased 12% to EUR 1 906 million (EUR 1 706 million), with EUR 260 million operating profit (EUR 41 million) and operating margin of 13.6% (2.4%).

•                  Operating cash flow was EUR 0.8 billion (EUR 1.3 billion) and total combined cash and other liquid assets were EUR 11.5 billion (EUR 11.3 billion) at the end of the year.

Nokia in full-year 2004

(all comparisons are to full-year 2003 results regrouped according to 2004 organization):

•                  Net sales decreased 1% to EUR 29 267 million (EUR 29 455 million in 2003), up 6% at constant currency.

•                  Operating profit decreased 14% to EUR 4 330 million (EUR 5 011 million), with an operating margin of 14.8% (17.0%).

•                  EPS (diluted) was EUR 0.70 (including a EUR 0.03 net positive impact from one-time items) on net profits of EUR 3 207 million, compared with EPS (diluted) of EUR 0.75 in 2003 (including a EUR 0.06 net negative impact from one-time items) on net profits of EUR 3 592 million.

•                  Nokia mobile device volumes reached a record 207.7 million units, resulting in an estimated market share of 32%.

•                  Mobile Phones net sales were EUR 18 507 million (EUR 20 951 million) down 12%, down 5% at constant currency.  Operating profit was EUR 3 768 million (EUR 5 927 million) and operating margin 20.4% (28.3%).

•                  Multimedia net sales increased 46% to EUR 3 659 million (EUR 2 504 million), with EUR 179 million operating profit (EUR 186 million operating loss) and operating margin of 4.9% (-7.4%).

•                  Enterprise Solutions net sales increased 57% to EUR 830 million (EUR 529 million), with EUR 199 million operating loss (EUR 141 million operating loss) and operating margin of -24.0% (-26.7%).

•                  Networks net sales increased 13% to EUR 6 367 million (EUR 5 620 million), up 21% at constant currency.  Operating profit was EUR 878 million (EUR 219 million operating loss) and operating margin 13.8% (-3.9%).

•                  Operating cash flow was EUR 4.3 billion (EUR 5.3 billion) and total combined cash and other liquid assets were EUR 11.5 billion (EUR 11.3 billion) at the end of the year.

Nokia’s Board of Directors will propose a dividend of EUR 0.33 per share for 2004 (EUR 0.30 per share for 2003).

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JORMA OLLILA, CHAIRMAN AND CEO:

This was a year of record-breaking mobile device volumes for our industry, which drove both the device and infrastructure markets forward. Global mobile subscriptions also rose sharply to 1.7 billion for 2004.

For Nokia, device volumes also reached new highs for the fourth quarter and full year largely backed by the ongoing boom in growth markets such as Latin America, Russia, India and China, and brisk sales of color screen and camera phones.  Our North American phone volumes were, however, disappointing.

In the fourth quarter, Nokia’s record mobile device volumes, together with sequentially stable average selling prices and better-than-expected infrastructure sales and profitability, pushed our net sales and EPS ahead of guidance.

Nokia’s full-year 2004 mobile device market share was 32%, based on an estimated market volume of 643 million units. I am pleased with our steady quarter-on-quarter market share gains during the second half.  Based on an estimated 194 million units for the market, we achieved a 34% share in the fourth quarter largely as a result of sequential market share gains in Asia-Pacific, China and Europe/Middle East/Africa.

During the fourth quarter, we started shipping the Nokia 6630, our latest 3G smartphone, and the initial response has been positive with more than 30 3G operators including it in their offering. In Western Europe, the Nokia 6230 was the top-selling phone in the industry for the fourth quarter - a first for a camera phone.  Of the 36 devices we announced in 2004, the majority had cameras and nearly all had color screens.  We also introduced additional designs with ten new clamshell models, in addition to flip-open messenger devices and the Nokia 9300 smartphone for enterprises.  During 2004, we continued to be the clear market leader in the GSM megapixel market and in smartphones, which combines a handheld computer with a mobile phone.

Nokia’s infrastructure sales and profitability in the fourth quarter exceeded our expectations due to robust year-end spending by operators combined with our shortened delivery lead times. Profitability was also positively impacted by the successful resolution of a prior customer delivery issue as well as a product mix favoring high-margin products.  In Asia-Pacific, we emerged as a clear leader in 3G WCDMA.

In our infrastructure business, 2004 was a pivotal year.  We significantly expanded our presence in India and Russia, and entered new markets in the Middle East and Africa.  In the second half, the pace of commercial 3G launches intensified in more developed markets, with the number of subscribers jumping to nearly 16 million by the end of 2004.   By the end of the year, we were a supplier to 28 of the 63 commercially launched 3G networks.

The past year was demanding for Nokia.  In response, we set five top priorities in the areas of customer relations, product offering, R&D efficiency, demand-supply management and the ability to offer end-to-end solutions.  We are making good progress in these areas, and I believe we are now better positioned to meet future challenges as a result.

Our fourth-quarter performance was clearly a reflection of the ability of the Nokia team to rapidly respond to faster-than-expected market growth.  I thank everyone for putting our customers first and stretching to meet and exceed our targets.

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All reported Q4 and 2004 figures can be found in the tables on pages (10-12) and (19-24).

BUSINESS DEVELOPMENT AND FORECASTS

Fourth-quarter 2004 sales

Nokia fourth-quarter net sales increased 3% to EUR 9.1 billion, compared with fourth quarter 2003 (EUR 8.8 billion).  At constant currency, group net sales would have been up 8% year on year.

In Nokia’s Mobile Phones, Multimedia and Enterprise Solutions business groups, combined mobile device volume for the fourth quarter was up 29% sequentially and 19% year on year to 66.1 million units, setting a new quarterly volume record.  Market volume growth for the same periods was estimated to be 22% sequentially and 29% year on year.  Nokia’s year-on-year volume growth was fastest in China and Latin America followed by Asia-Pacific and Europe/Middle East/Africa. This was partially offset by lower volumes in North America. Latin America, Europe/Middle East/Africa and China saw the strongest sequential volume growth for Nokia.  Nokia’s estimated market share for the fourth quarter was 34%, compared with 32% in the previous quarter and 37% in the fourth quarter 2003.  The sequential market share gains were made in Asia-Pacific, China and Europe/Middle East/Africa.

Nokia’s combined mobile device net sales in euro terms were virtually flat year on year, primarily due to significantly increased sales in China, Latin America and Asia-Pacific, and moderately increased sales in Europe, offset by significantly lower sales in North America.

Mobile Phones business group fourth-quarter net sales decreased 6% year on year to EUR 5.7 billion (EUR 6.0 billion) compared with the fourth quarter 2003.  Sales were impacted by price pressure and the further weakening of the US dollar, which was only partially offset by the increase in volumes.

Multimedia business group fourth-quarter net sales were up 29% year on year to EUR 1.2 billion (EUR 953 million) with sales of imaging smartphones continuing to make a significant contribution.  The sales of games devices continued to be disappointing mainly due to weak sales in the US market.

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Enterprise Solutions business group fourth-quarter net sales grew 122% year on year to EUR 280 million (EUR 126 million) as a result of strong sales of business-focused mobile devices and high-end firewalls.

Networks business group fourth-quarter net sales increased 12% year on year to EUR 1.9 billion (EUR 1.7 billion) due to robust year-end spending by operators combined with our shortened delivery lead times.

Fourth-quarter 2004 profitability

Nokia Group’s fourth-quarter operating profit decreased 19% to EUR 1 357 million compared with fourth quarter 2003 (EUR 1 669 million) with an operating margin of 15.0% (19.0%).  Networks and Multimedia operating profit improvement was more than offset by the lower operating profit in Mobile Phones.

Fourth-quarter 2004 operating profit included a one-time positive item of EUR 50 million representing the premium return under our multi-line, multi-year insurance program, which expired during 2004.  The return was due to our low claims experience during the policy period.  Operating profit also included a research and development impairment in Networks of EUR 50 million related to the WCDMA radio access network project and a loss of EUR 12 million from the divestiture of Nextrom. Fourth-quarter 2003 operating profit included a negative impact of EUR 151 million related to a goodwill impairment as well as R&D impairment of EUR 108 million at Networks.

In the fourth quarter, Mobile Phones operating profit decreased 38% to EUR 1 060 million (EUR 1 697 million) with an 18.7% operating margin (28.1%) primarily due to the factors noted above under Fourth quarter 2004 sales.

Multimedia fourth-quarter operating profit increased 53% to EUR 164 million with an operating margin 13.3% due to the strong performance in imaging smartphones sales.

Enterprise Solutions fourth-quarter operating loss was EUR 43 million with an operating margin of -15.4%, in line with our expectations.

Networks fourth-quarter operating profit of EUR 260 million (EUR 41 million) and 13.6% (2.4%) operating margin was due to the successful resolution of a prior customer delivery issue as well as a product mix favoring high-margin products. Fourth-quarter operating profit in 2004 and 2003 were negatively impacted by research and development and goodwill impairments as noted above.

2004 sales

For 2004, Nokia net sales decreased 1% to EUR 29.3 billion, compared with 2003 (EUR 29.5 billion).  At constant currency, group net sales would have been up 6%.  Our gross margin in 2004 was 38.0%, compared with 41.5% in 2003, primarily reflecting lower sales in Mobile Phones.

In Nokia’s Mobile Phones, Multimedia and Enterprise Solutions business groups, combined mobile device volume was up 16% in 2004 compared to 2003, reaching 207.7 million units, setting a new annual volume record.  Market volume growth for the same period was estimated to be 31%.  Nokia’s volume growth in 2004 was fastest in Latin America, China and Asia Pacific, moderate in Europe/Middle East/Africa, and partially offset by volume declines in North America.  Nokia’s estimated market share for 2004 was 32%, based on an estimated industry volume of 643 million units, compared with 38% in 2003.

Mobile Phones business group 2004 net sales decreased 12% to EUR 18.5 billion, compared with 2003 (EUR 21.0 billion).  At constant currency, Mobile Phones business group net sales would have decreased by 5%.  Despite an increase in volumes, sales were negatively impacted by a decline in prices.  In the second quarter of 2004, we selectively lowered the prices of certain of our products, which contributed to our stated aim of improving our market share sequentially towards the end of the year, but adversely impacted sales for the remainder of 2004.  In addition, general downward price pressure in the device market and a significantly weaker US dollar negatively impacted Mobile Phones net sales during 2004 compared to 2003.

Multimedia business group 2004 net sales were up 46% to EUR 3.7 billion compared with 2003 (EUR 2.5 billion), driven primarily by robust sales of imaging smartphones, achieved with the introduction of new models reaching a broader range of the targeted customer base, offset in part by lower sales of games devices, including N-Gage.

Enterprise Solutions business group 2004 net sales grew 57% to EUR 830 million compared with 2003 (EUR 529 million) primarily as a result of increased sales of business-focused mobile devices.

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Networks business group 2004 net sales increased 13% to EUR 6.4 billion compared with 2003 (EUR 5.6 billion) due to increased sales in nearly all markets as operators increased their investments in network infrastructure. At constant currency, Networks business group net sales would have been up 21%.

2004 operating expenses

In 2004, research and development expenses were EUR 3.7 billion, down 0.7% from 2003.  Research and development expenses represented 12.8% of net sales in 2004, unchanged from 2003.  Research and development expenses increased in Mobile Phones, Multimedia and Enterprise Solutions and decreased in Networks.  R&D expenses in 2004 included impairments of EUR 115 million in Networks (EUR 470 million in 2003 in Networks).

If R&D impairments, write-offs and personnel-related restructuring costs in Networks were excluded from both the 2004 (impairments of EUR 115 million) and 2003 (personnel-related restructuring costs, impairments and write-offs totaling EUR 470 million) R&D expenses, the increase in R&D expenses would have been 10%, and R&D expenses would have represented 12.4% of Nokia net sales in 2004, compared with 11.2% of net sales in 2003.

In 2004, selling, general and administrative (SG&A) expenses were EUR 3.0 billion, down 12% from 2003.  SG&A expenses were equal to 10.2% of net sales in 2004, compared with 11.4% of net sales in 2003.  SG&A expenses increased in Multimedia and Enterprise Solutions and decreased in Mobile Phones and Networks.

If the return of an insurance premium of EUR 160 million and a EUR 12 million loss from the divestiture of Nextrom were excluded from the 2004 SG&A expenses, and if EUR 56 million from the sale of the remaining shares of Nokian Tyres Ltd and restructuring costs of EUR 80 million related to Networks were excluded from 2003 SG&A expenses, the decrease in SG&A expenses would have been 7% and SG&A expenses would have represented 10.7% of Nokia net sales in 2004, compared with 11.3% of net sales in 2003.

2004 profitability

Nokia Group’s operating profit for 2004 decreased 14% to EUR 4 330 million compared with 2003 (EUR 5 011 million) primarily due to the lower profitability in Mobile Phones.  Our operating margin was 14.8% in 2004, compared with 17.0% in 2003.

In 2004, Mobile Phones operating profit decreased 36% to EUR 3 768 million, compared with 2003 (EUR 5 927 million), with a 20.4% operating margin, down from 28.3% in 2003, primarily due to lower net sales as a result of the factors noted above.

Multimedia 2004 operating profit increased to EUR 179 million from an operating loss in 2003 of EUR 186 million, with an operating margin of 4.9%, up from -7.4% in 2003. This was primarily due to strong sales of imaging smartphones, partially offset by a loss in our games devices.

Enterprise Solutions 2004 operating loss increased 41% to EUR 199 million compared with 2003, with an operating margin of -24.0%, an improvement from an operating margin of -26.7% in 2003.  The operating loss was in line with our expectations.

Networks 2004 operating profit increased to EUR 878 million from an operating loss of EUR 219 million in 2003, and its operating margin improved to 13.8%, up from -3.9% in 2003.  This was primarily due to higher net sales, a product mix favoring high-margin products, overall profitability of 3G contracts, and a streamlined cost structure.  Networks 2004 operating profit included one-time items with a negative impact of EUR 115 million, compared to one-time items during 2003 with a net negative impact of EUR 475 million, as described below.

In 2004, the Common Group expenses were EUR 296 million, down 20% from 2003.

2004 one-time items

In 2004, Nokia’s operating profit included the following one-time items:  positive items totaling EUR 160 million representing premium returns under our multi-line, multi-year insurance program, which expired during 2004, due to our low claims experience during the policy period; R&D impairments in Networks totaling EUR 115 million due to the discontinuation of certain products and base station horizontalization projects and an impairment related to the WCMDA radio access network project; and a loss of EUR 12 million from the divestiture of Nextrom. Nokia’s financial income in 2004 included a positive EUR 106 million item representing the gain on the sale of the France Telecom bond.

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In 2003, Nokia’s operating profit included the following one-time items within Nokia Networks:  a positive adjustment of EUR 226 million as a result of the customer finance impairment recorded in 2002 related to Mobilcom, and R&D related costs totaling EUR 470 million, other restructuring costs of EUR 80 million, as well as a goodwill impairment of EUR 151 million related to Nokia Networks’ core networks business, with a total net impact of EUR 475 million. Operating profit also included a one-time gain of EUR 56 million on the sale of the remaining shares of Nokian Tyres Ltd.

Capital structure

Operating cash flow for the year ended December 31, 2004 was EUR 4.3 billion (EUR 5.3 billion) and total combined cash and other liquid assets were EUR 11.5 billion (EUR 11.3 billion).  As of December 31, 2004, net debt-to-equity ratio (gearing) was -78%.

Industry developments and outlook for 2005

Nokia continues to expect the overall mobile device market in 2005 to grow approximately 10% in volume from an estimated 643 million units in 2004 and to grow also in value, but to a lesser extent.  Growth is expected to continue to be driven by replacement and upgrade sales in more developed markets with the availability of new features, services and cameras, and by new subscriber growth in developing mobile markets, as well as the widespread commercialization of 3G devices in the second half of 2005.

In infrastructure, Nokia expects the overall market in 2005 to be slightly up compared with 2004 in euro terms.  We expect operators to continue building coverage and expanding capacity in growth markets as well as optimizing and expanding existing 2G networks in the more developed markets.  The continued roll-out of high-speed, high-capacity 3G networks is expected to contribute to the market growth.

Nokia expects the competition in the mobile device and infrastructure markets to further intensify in 2005 due to expected slower overall growth.

Nokia outlook for Q1 2005

First-quarter Nokia group net sales are expected to be in the range of EUR 7.0 billion — EUR 7.3 billion, compared with EUR 6.6 billion in the first quarter 2004.  EPS (diluted) is expected to be in the range of EUR 0.12 — EUR 0.15, including an estimated charge of EUR 60 — EUR 80 million (equal to approximately EUR 1 cent - EUR 1.5 cents per share) related to restructuring actions announced to date, compared with EPS (diluted) EUR 0.17 in the first quarter 2004.

MOBILE PHONES IN THE FOURTH QUARTER 2004

Nokia further renewed its mobile device offering in the fourth quarter with the announcement of seven new models and the first shipments of nine models.

Of the new models announced, three were from our middle range device category. The Nokia 6020 is a business-focused camera phone in a classic Nokia design and offers Push to talk over Cellular, while the first middle range megapixel camera phone, the Nokia 3230, is based on the Series 60 Platform and features video recording and editing as well as Push to talk over Cellular.  The Nokia 3128 is a fold, or clamshell, phone designed specifically for the Chinese market. All three models are expected to begin shipping in the first quarter of 2005.

Nokia also announced and has begun shipping two new models for the entry category: the Nokia 1108 with basic voice and messaging functionality, mainly targeting Asian markets, and the Nokia 2651, an affordable, fold phone targeting the Latin American market.

The company’s CDMA offering was further expanded with two CDMA2000 1X camera phones, the Nokia 6235 and Nokia 6235i. Shipments of these phones are expected to begin in the second quarter of 2005.

In the fourth quarter, Nokia began shipping nine new models of which five included cameras.  These models covered all product ranges and designs: two were entry models with color screens, the Nokia 2600 (GSM) and Nokia 3125 (CDMA); two were folding camera phones aimed at business users, the Nokia 6170 (GSM) and the Nokia 6255 (CDMA); and three were from the art-deco inspired Fashion Collection, the Nokia 7260, Nokia 7270 and Nokia 7280.

MULTIMEDIA IN THE FOURTH QUARTER 2004

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During the quarter, more than 30 operators worldwide, including in Japan, helped make the Nokia 6630 3G WCDMA megapixel smartphone a leader in the growing 3G WCDMA market.  Nokia also began shipping the Nokia 6670 megapixel smartphone.

The Nokia 7710 wide-screen multimedia smartphone, announced in the fourth quarter, has generated significant market interest with its innovative design and rich features. The Nokia 7710, which takes pen input and recognizes individual handwriting, combines the capabilities of a smartphone and a handheld computer. This makes it suitable for a broad customer base, including consumers and business users.

In the developing area of mobile phone TV, Nokia signed several DVB-H (Digital Video Broadcast — Handheld) mobile phone TV pilots, including one with Crown Castle in the US and Bridgeway Networks in Australia, adding to the global pilots already underway.  During the quarter, the DVB-H standard was finalized by the European Telecommunications Standards Institute (ETSI).

In games, sales of several key N-Gage titles started, including Pathway to Glory, Pocket Kingdom and the Colin McRae Rally. Sales of N-Gage QD started in China.  By the end of the quarter, Nokia had cumulatively sold 1.3 million N-Gage devices.

ENTERPRISE SOLUTIONS IN THE FOURTH QUARTER 2004

During the fourth quarter, Nokia began shipping the Nokia 9500 Communicator, one of Nokia’s first mobile devices on the market designed to meet corporate IT demands for customized, manageable and secure mobile access to email and enterprise software. Nokia’s two high-end network security gateways, the Nokia IP2250 and Nokia IP1220, continued to gain positive traction in the market.

Nokia also introduced a strategy to become the device of choice for mobile e-mail and messaging in the enterprise market. Several Nokia alliances and activities were announced or reaffirmed during the quarter, including agreements with Good Technology, Smartner and Visto and to provide a broad range of e-mail options on Nokia business-optimized devices, such as the Nokia 9500 Communicator and Nokia 9300 enterprise smartphone.

For images of the mobile devices mentioned in the above sections, please click here:

http://www.nokia.com/results2004Q4e.products.pdf

NETWORKS IN THE FOURTH QUARTER 2004

Nokia announced eight GSM/EDGE network expansion deals, including:

•                  AIS in Thailand

•                  Comcel in Columbia

•                  Henan MCC in China

•                  O2 in the UK

•                  Oi in Brazil

•                  ONE in Austria

•                  Porta in Ecuador and

•                  Smart in the Philippines.

We also extended our strategic cooperation with Cingular in the US with a significant GSM/EDGE radio and core network contract, which also includes the possibility to support the deployment of their 3G/UMTS network.

Nokia won WCDMA 3G expansion contracts with Hutchison in Austria and Orange in Switzerland.  By the end of the year, 33 Nokia customers were rolling out WCDMA networks in 22 countries.

Nokia announced Push to talk over Cellular deals with Chungwa Telecom in Taiwan, Eurotel in the Czech Republic, Oi in Brazil and with Telefonica Moviles in Mexico.  Nokia also signed contracts to deliver TETRA networks in China.

In November, Nokia launched its End-user Services Consulting solution, designed to help operators and service providers develop new successful services for their consumer and enterprise customers.

TECHNOLOGY DEVELOPMENTS IN THE FOURTH QUARTER 2004

Nokia outlined plans to expand the Series 60 Platform for smartphones to cover high-end and mid-range categories.  As a part of this future development the core features of the Series 90 platform will merge into Series 60 during 2006.

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During the quarter, Nokia launched Preminet, a solution that lets operators source leading Java™ and Symbian operating system software and offers them a solution for delivery, billing and revenue distribution of that content.

During the quarter, Nokia also announced important technology cooperation agreements with operators.  Nokia and France Telecom plan to jointly develop new, rich media solutions to extend mobility, including remote access to content stored at home.  T-Mobile and Nokia agreed to cooperate on developing T-Mobile specific applications for Series 60.

NOKIA IN OCTOBER — DECEMBER 2004

(International Accounting Standards, IAS, comparisons given to the fourth quarter 2003 results, unless otherwise indicated. Business Group fourth quarter 2003 figures are based on the unaudited, regrouped 2003 financial results as published on March 25, 2004.)

Nokia’s net sales increased 3% to EUR 9 063 million (EUR 8 789 million). Sales of Mobile Phones decreased by 6% to EUR 5 660 million (EUR 6 038 million). Sales of Multimedia increased by 29% to EUR 1 230 million (EUR 953 million). Sales of Enterprise Solutions increased by 122% and totaled EUR 280 million (EUR 126 million). Sales of Networks increased by 12% to EUR 1 906 million (EUR 1 706 million).

Operating profit decreased by 19% to EUR 1 357 million (EUR 1 669 million), representing an operating margin of 15.0% (19.0%). Operating profit in Mobile Phones decreased by 38% to EUR 1 060 million (EUR 1 697 million), representing an operating margin of 18.7% (28.1%). Operating profit in Multimedia increased to EUR 164 million (EUR 107 million), representing an operating margin of 13.3% (11.2%). Enterprise Solutions reported an operating loss of EUR 43 million (operating loss of EUR 59 million). Operating profit in Networks increased to EUR 260 million (EUR 41 million), representing an operating margin of 13.6% (2.4%) and including a negative impact from R&D impairment totaling EUR 50 million.  This impairment was related to the WCDMA radio network access project. Common Group expenses totaled EUR 84 million (EUR 117 million) and included a one-time positive item of EUR 50 million representing the premium return under our multi-line, multi-year insurance program, which expired during 2004.  The return was due to our low claims experience during the policy period.  It also included a EUR 12 million negative impact from the divestiture of Nextrom.

Financial income totaled EUR 116 million (EUR 71 million).  During the quarter, Nokia sold approximately 38% of the remaining holdings in its subordinated convertible perpetual bonds issued by France Telecom. As a result, the company booked a total net gain of EUR 35 million. The bonds had been classified as available-for-sale investments and fair valued through shareholders’ equity.  Profit before tax and minority interests was EUR 1 463 million (EUR 1 731 million). Net profit totaled EUR 1 019 million (EUR 1 168 million). Earnings per share decreased to EUR 0.23 (basic) and to EUR 0.23 (diluted), compared with EUR 0.25 (basic) and EUR 0.25, (diluted) in the fourth quarter 2003.

Nokia repurchased through its share repurchase plan a total of 60 000 000 shares on the Helsinki Exchanges at an aggregate price of approximately EUR 0.727 billion during the period from October 15, 2004 to November 26, 2004. The price paid was based on the market price at the time of repurchase. The shares were repurchased to be used for the purposes specified in the authorization held by the Board. The aggregate par value of the shares purchased was EUR 3 600 000, representing approximately 1.3% of the share capital of the company and the total voting rights. These new holdings did not have any significant effect on the relative holdings of the other shareholders of the company nor on their voting power.

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CONSOLIDATED PROFIT AND LOSS ACCOUNT, IAS, EUR million

(10-12/2004 and 10-12/2003 unaudited, full-year 2004 and 2003 audited)

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NET SALES AND OPERATING PROFIT BY BUSINESS GROUP, EUR million

Fourth quarter 2004

1) 10 — 12/2004 included R&D impairments of EUR 50 million

2) 10 - 12/2003 includes a goodwill impairment of EUR 151 million and R&D impairments of EUR 108 million.

3) 10 - 12/2004 includes EUR 50 million return of insurance premium and a EUR 12 million

loss from the divestiture of Nextrom.

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2004 BY BUSINESS GROUP, EUR million (audited)

2003 BY BUSINESS GROUP, EUR million (audited)

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Statutory Release of Annual Accounts 2004

REVIEW BY THE BOARD OF DIRECTORS

(The below review by the Board of Directors forms part of the financial statements for 2004).

NOKIA IN 2004

(International Accounting Standards, IAS, comparisons given to the January - December 2003 results, unless otherwise indicated. Business Group January - December 2003 figures are based on the regrouped 2003 financial results as published on March 25, 2004.)

Nokia’s net sales decreased by 1% to EUR 29 267 million (EUR 29 455 million). Sales of Mobile Phones decreased by 12% to EUR 18 507 million (EUR 20 951 million). Sales of Multimedia increased by 46% to EUR 3 659 million (EUR 2 504 million). Sales of Enterprise Solutions increased by 57% and totaled EUR 830 million (EUR 529 million). Sales of Networks increased by 13% to EUR 6 367 million (EUR 5 620 million).

Operating profit decreased by 14% to EUR 4 330 million (EUR 5 011 million), representing an operating margin of 14.8% (17.0%). Operating profit in Mobile Phones decreased by 36% to EUR 3 768 million (EUR 5 927 million), representing an operating margin of 20.4% (28.3%). Operating profit in Multimedia was EUR 179 million (operating loss EUR 186 million), representing an operating margin of 4.9% (-7.4%). Enterprise Solutions reported an operating loss of EUR 199 million (operating loss of EUR 141 million). Operating profit in Networks increased to EUR 878 million including a negative impact from research and development impairments totaling EUR 115 million; representing an operating margin of 13.8% (-3.9%).  In 2003, operating profit included a positive adjustment of EUR 226 million related to customer financing impairment charges (MobilCom) and of EUR 550 million charges related to restructuring costs and impairments and write-offs of capitalized R&D expenses, as well as a goodwill impairment of EUR 151 million, with a total net impact of EUR 475 million.

Common Group expenses totaled EUR 296 million (EUR 370 million, including the gain of EUR 56 million on the sale of the remaining shares of Nokian Tyres Ltd) and included a one-time positive item of EUR 160 million representing the premium return under our multi-line, multi-year insurance program, which expired during 2004.  The return was due to our low claims experience during the policy period.  It also included a EUR 12 million negative impact from the divestiture of Nextrom.

In January — December, net financial income was EUR 405 million (EUR 352 million), including a one-time positive item of EUR 106 million.  During the year, Nokia sold approximately 69% of the original holdings in its subordinated convertible perpetual bonds issued by France Telecom. As a result, the company booked a total net gain of EUR 106 million. The bonds had been classified as available-for-sale investments and fair valued through shareholders’ equity.

Profit before tax and minority interests was EUR 4 709 million (EUR 5 345 million).  Net profit totaled EUR 3 207 million (EUR 3 592 million).  Earnings per share decreased to EUR 0.70 (basic) and EUR 0.70 (diluted), compared with EUR 0.75 (basic) and EUR 0.75 (diluted) in 2003.

At December 31, 2004, net debt-to-equity ratio (gearing) was -78%  (-71% at December 31, 2003). During the January - December 2004, capital expenditure amounted to EUR 548 million (EUR 432 million).

GLOBAL REACH

In 2004, Europe/Middle East/Africa accounted for 55% of Nokia’s net sales (56% in 2003), North America 12% (16%), Latin America 8% (6%), China 10% (8%), and Asia-Pacific 15% (14%). The 10 largest markets were the US, China, UK, Germany, India, Brazil, Russia, United Arab Emirates, Italy and Spain, together representing 54% of total sales.

RESEARCH AND DEVELOPMENT

As of December 31, 2004, we employed 20 722 people in research and development in 12 countries, representing approximately 37% of Nokia’s total workforce. R&D expenses totaled EUR 3 733 million in 2004, a decrease of 1% from 2003 (EUR 3 760 million).  R&D expenses represented 12.8% of Nokia net sales in 2004, compared with 12.8% of net sales in 2003.

If R&D impairments, write-offs and personnel-related restructuring costs in Networks were excluded from both the 2004 (impairments of EUR 115 million) and 2003 (personnel-related restructuring costs, impairments and write-offs totaling EUR 470

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million) R&D expenses, the increase in R&D expenses would have been 10%, and would have represented 12.4% of Nokia net sales in 2004, compared with 11.2% of net sales in 2003.

TECHNOLOGY DEVELOPMENTS

During the year, Nokia continued to make advances in new technologies for mobile devices, software platforms and developer operations.  Nokia added compelling features to its mobile devices with technologies such as Push to Talk over Cellular, megapixel cameras and multiradio capability, including wireless LAN and near field communications.

Nokia entered several technology development agreements with operators to jointly bring innovations to market. These included agreements with France Telecom for rich media solutions and with  T-Mobile for the development of Series 60 Platform applications. A mobile service architecture initiative led by Nokia and Vodafone was launched to simplify mobile Java standards. Nokia also continued its work with in numerous industry associations and initiatives to support interoperable, high-quality products and solutions.

Nokia strengthened its commitment to Symbian’s long-term success in the mobile operating system market by increasing its shareholding in Symbian from 32.2% to 47.9%. Nokia also extended its Symbian OS application technology development abilities through an agreement with Metrowerks.

In June, Nokia introduced the Series 60 2nd Edition with support for scalable user interfaces, high-resolution displays and multi-radio. The external licensee base of Series 60 continued to grow during the year.  Nokia outlined plans to expand the Series 60 Platform for smartphones to a variety of segments, such as enterprise, multimedia and consumer.

In 2004, to support advanced mobile software developers, Nokia opened Forum Nokia PRO, a developer community, and launched the Preminet service.

PEOPLE

The average number of personnel for 2004 was 53 511 (51 605 for 2003). At the end of 2004, Nokia employed 55 505 people worldwide (51 359 at year-end 2003). In 2004, Nokia’s personnel increased by a total of 4 146 employees (decrease of 389 in 2003).

CORPORATE REORGANIZATION

On January 1, 2004, Nokia reorganized to further align the company’s overall structure with its strategy, to better position each business group to meet the specific needs of diverse market segments, and to increase Nokia’s operational efficiency and maintain the economies of scale.  The structure includes four business groups:  Mobile Phones, Multimedia, Enterprise Solutions and Networks. In addition, there are two horizontal groups that support the mobile device business groups: Customer and Market Operations and Technology Platforms.

NOKIA IN MOBILE DEVICES IN 2004

In 2004, the total mobile device sales volume achieved by our Mobile Phones, Multimedia and Enterprise Solutions business groups reached a record of 207.7 million units, representing growth of 16% compared with 2003.  According to Nokia’s preliminary estimates, the overall market for mobile devices grew by 31% to reach 643 million units.

Of the 36 devices we announced in 2004, the majority had cameras and nearly all had color screens. We also introduced additional designs with ten new clamshell models, in addition to flip-open messenger devices and the Nokia 9300 smartphone for enterprises.

We also expanded our 3G offering with shipments of two mobile devices, the Nokia 7600 and Nokia 6630.  In the smartphone segment, where we are a clear market leader, Nokia delivered approximately 12 million Symbian operating system-based mobile devices during 2004.  

MOBILE PHONES IN 2004

During 2004, the Mobile Phones business group continued to support the company’s long-term strategy of expanding mobile voice in growth markets as well as identifying further opportunities in the more developed markets.  In line with this, we announced a range of competitive voice-optimized phones and camera phones as well as a number of new mobile entry models.

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Highlights for 2004 in Mobile Phones’ portfolio included the Nokia 6230, a business camera phone, with a balanced feature set that sold well throughout the year. In the fourth quarter it became the top-selling phone in Western Europe - a first for a camera phone.  Sales of the Nokia 6230 camera phone were followed closely by the Nokia 6610i. The Nokia 3230 camera phone, targeting younger audiences, was also strategically important.

During the year, we announced more than 10 new CDMA products. Of these, the Nokia 6255, a high-end CDMA camera phone for business users, began shipping in December, and strengthened our overall CDMA offering.

In design, the company announced an art-deco inspired Fashion Collection, presenting three distinct form factors and a sample of bold new features: the Nokia 7260, a monoblock design; the Nokia 7270, a clamshell; and the Nokia 7280, a slide phone with no keypad.

In our entry-level offering, initial shipments of the Nokia 2600, a color-screen monoblock phone and the Nokia 2650, a color-screen clamshell model, both met with a positive response from consumers.

MULTIMEDIA IN 2004

Nokia continued to take advantage of digital convergence by announcing six new smartphones and numerous products in the areas of imaging, games and new enhancement products.

The Nokia 7610 imaging smartphone, Nokia’s first megapixel imaging device, started sales in May and quickly became the best selling megapixel GSM imaging smartphone globally. By the end of 2004, Nokia had four different megapixel models in the market, making Nokia the market leader in megapixel mobile imaging in GSM. Nokia continued to collaborate with operators, retailers and printing partners to enable ease-of-use when sharing, printing or storing images.

The Nokia 6630, our latest 3G WCDMA smartphone, was offered by more than 30 operators worldwide, including in Japan, and initial market feedback has been very positive. Sales of Nokia’s first EDGE-enabled Series 60 smartphone, the Nokia 6620, started in the Americas in July.

Sales of the imaging devices unit were robust, while the games business in 2004 was a disappointment.

ENTERPRISE SOLUTIONS IN 2004

Nokia began shipments of the Nokia 6820 and Nokia 6810 messaging devices and the Nokia 9500 Communicator in 2004.  These business-optimized devices drove Enterprise Solutions’ 2004 full-year sales. During the third quarter 2004, Nokia launched the Nokia 9300 high-end, enterprise smartphone, which is expected to ship during the first quarter 2005.

Nokia announced or reaffirmed alliances with leading IT companies that support our new Communicator family for enterprises. The most significant alliances were with those supporting our mobile e-mail efforts, including Good Technology, Smartner and Visto. These provide a broad range of e-mail options for Nokia business-optimized devices such as, the Nokia 9500 and Nokia 9300.

Two new network security gateways, the Nokia IP2250 and Nokia IP1220, were announced during 2004.  Designed for medium-to-large enterprises, service providers and data sites, Nokia’s network security gateways are designed to bring improved total cost of ownership and higher return on investment. These new products place Nokia at the top end of performance in the firewall marketplace. The new Nokia IPSO Operating System was also announced and is intended to lengthen the life of Nokia customers’ firewall and VPN investments.

The Nokia Secure Access System, an SSL-based remote access solution with clientless virtual private network functionality, also had good success in the market during 2004.

NETWORKS IN 2004

During 2004, Nokia announced 13 WCDMA 3G contracts, seven of which were with new 3G customers underscoring Nokia’s strong ability to win new business in this technology as the industry moves towards full commercialization of WCDMA. By end of the year, 63 operators had launched commercial WCDMA 3G networks, and Nokia was supplier to 28 of these.

Nokia also signed over 30 GSM, EDGE or GPRS contracts covering all markets, including contracts with 10 new GSM customers. Nokia made important new market entries to several emerging growth markets.

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Operators increasing focus on operating expenses, combined with the increasing complexity of mobile networks, further opened the market for services. Nokia rapidly built its position in the managed services market and signed seven significant contracts.  The multi-vendor, multi-technology Nokia NetAct™ service and network management system was included in most of the infrastructure deals during the year.  Systems integration and efficiently run deployments played a key role in the rollout of new technology, and the year saw a rising trend in the volume of consultative service sales to operators.  Nokia strengthened its strategic focus on the services business by creating a dedicated Services Business Unit.

Significant progress was also made in the new core networks business. Nokia won its first commercial contracts for the IP Multimedia Subsystem (IMS) for richer multimedia communications. Nokia also started a service trial with Telecom Italia to explore the opportunities this offers for operators.  Nokia is the number one in the market for push to talk, winning 26 commercial Push to talk over Cellular contracts with operators during 2004. Nokia was the first vendor to start delivering 3GPP Release 4 architecture to operators, winning 25 deals for the Nokia MSC Server System, which enables significant cost savings in the delivery of voice minutes.

SHARES AND SHARE CAPITAL

In 2004, Nokia’s share capital increased by EUR 302.40 as a result of the issue of 5 040 new shares upon exercise of stock options issued to key personnel in 1999.  Effective April 14, 2004, a total of 132 536 200 shares held by the company were cancelled pursuant to the shareholders’ resolution taken at the Annual General Meeting on March 25, 2004. As a result of the cancellation, the share capital was reduced by the aggregate par value of the shares cancelled, EUR 7 952 172, corresponding to less than 2.8% of the share capital of the company and the total voting rights. The cancellation did not reduce the shareholders’ equity. Neither the aforementioned issuances nor the cancellation of shares had any significant effect on the relative holdings of the other shareholders of the company nor on their voting power.

Nokia repurchased through its share repurchase plans a total of 214 057 700 shares on the Helsinki Exchanges at an aggregate price of approximately EUR 2.659 billion during the period from January 23, 2004 to November 26, 2004. The price paid was based on the market price at the time of repurchase. The shares were repurchased to be used for the purposes specified in the authorizations given by the Annual General Meetings of 2003 and 2004 to the Board. The aggregate par value of the shares purchased was EUR 12 843 462, representing approximately 4.59% of the share capital of the company and the total voting rights. These new holdings did not have any significant effect on the relative holdings of the other shareholders of the company nor on their voting power.

On December 31, 2004, Nokia and its subsidiary companies owned 176 819 877 Nokia shares. The shares had an aggregate par value of EUR 10 609 192.62, representing approximately 3.79% of the share capital of the company and the total voting rights.

The total number of shares at December 31, 2004 was 4 663 761 300. As a result of the new share issues, Nokia received a total of EUR 84 810.60 in additional shareholders’ equity in 2004. On December 31, 2004, Nokia’s share capital was EUR 279 825 678.

CORPORATE RESPONSIBILITY

As market leader and a leading global brand, our impact on society comes with responsibilities that go beyond providing products. Listening to stakeholders is one key element in developing corporate responsibility programs. Following are some developments made in this area during 2004.

The European Community invited Nokia, as one of two companies, to participate in a multi-stakeholder consultation pilot, called the Integrated Product Policy, that examines how environmental awareness works in practice and aims to improve knowledge of the environmental performance and the sustainable use of products throughout their life-cycle.

We gained positive results from our Philippines pilot of Bridgeit, a program using mobile technology to bring interactive, multimedia learning materials to teachers and students who would otherwise have no access to them.  Launched by Nokia, the International Youth Foundation (IYF), the United Nations Development Programme (UNDP) and Pearson, Bridgeit is now being expanded to double the number of   schools and will be replicated in other countries.

In recognition of this work, we gained first place for the second year running in the Dow Jones Sustainability Index European Technology and Global Communications Technology categories.

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OUTLOOK

The year 2004 was demanding for Nokia.  In response, the company set five top priorities in the areas of customer relations, product offering, R&D efficiency, demand-supply management and the company’s ability to offer end-to-end solutions.  Nokia is making good progress in these areas, and is now better positioned to meet future challenges.

Nokia continues to expect the overall mobile device market in 2005 to grow by approximately 10% in volume and to a lesser extent in value. Growth is expected to continue to be driven by replacement and upgrade sales in more developed markets and by new subscriber growth in developing mobile markets, as well as the wide-spread commercialization of 3G devices in the second half of 2005.

In infrastructure, Nokia expects the overall market in 2005 to be up slightly in euro terms as operators continue building coverage and expanding capacity in growth markets, as well as optimizing and expanding existing 2G networks and rolling-out 3G networks in more developed markets.

Competition in both the mobile device and infrastructure markets is expected to further intensify in 2005 as a result of anticipated slower growth, compared with 2004. However, by upholding a clear competitive focus, particularly in the priority areas outlined above, Nokia’s goal is to further build on its industry-leading position.

DIVIDEND

Nokia’s Board of Directors will propose a dividend of EUR 0.33 per share for 2004.

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CONSOLIDATED PROFIT AND LOSS ACCOUNT, IAS, EUR million

(audited)

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CONSOLIDATED BALANCE SHEET, IAS, EUR million (audited)

1) In 2003 and earlier, Nokia maintained its excess cash in a single pool of highly liquid, low risk instruments with varying maturity dates. These pooled instruments were originally presented as cash equivalents irrespective of the instruments’ maturities. During 2004, cash management practices were revised, such that this single pool was divided into two - one of instruments with maturities of 90 days or less at the date of acquisition and the other of instruments with maturities of more than 90 days at the date of acquisition.

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This change was made in order for Nokia to better manage its excess liquidity by enabling the use of longer dated instruments where appropriate and by facilitating a wider range of benchmarks for performance measurement and interest risk management purposes. Both pools remain available to meet Nokia’s cash commitments, and initially, both have similar highly liquid and low risk profiles, with the pool of 90 day and under instruments treated as cash equivalents and the pool of over 90 day instruments treated as available-for-sale investments, liquid assets.

In the future the risk profile of the two pools may be different in line with the revised cash management practices.

Prior year amounts in the balance sheet and the statement of cash flows have been changed to reflect the current composition of cash equivalents and available-for-sale investments, liquid assets.

2) Shares owned by Group companies are excluded.

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CONSOLIDATED CASH FLOW STATEMENT, IAS, EUR million (audited)