The Board of Directors shall convene at the request of its Chairman. The Board of Directors shallconstitute a quorum when more than half of the members of the Board of Directors are present.Resolutions shall be made by a majority vote or, in case of a tie, the Chairman shall have thecasting vote. However, if in the election of a Chairman there is a tie, the election shall bedecided by drawing lots.The Board of Directors shall establish its rules of procedure.The company shall have a Leaderhip Team which is responsible for the operative management of thecompany. The number of members on the Nokia Leadership Team as well as the Nokia Leadership Team’srules of procedure shall be approved by the Board of Directors. The Chairman of the NokiaLeadership Team shall be appointed by the Board of Directors. The Chairman of the Nokia LeadershipTeam may be elected to the Board of Directors. Upon a proposal by the Chairman of the NokiaLeadership Team, the Board of Directors shall appoint the other members of the Nokia LeadershipTeam, who may not be members of the Board of Directors.**ARTICLE 5****President**The Board of Directors shall elect the President of the company.**ARTICLE 6****Representing the company**The Chairman of the Board of Directors alone or two members of the Board of Directors jointly areauthorized to represent the company. The Chairman of the Nokia Leadership Team and the Presidentmay be authorized to represent the company alone. The Board of Directors may authorize otherspecifically named persons to represent the company either any two of them jointly or any one ofthem together with a member of the Board of Directors.The Board of Directors may authorize persons to represent the company per procurationem any twojointly or any one of them jointly with a member of the Board of Directors or with another personauthorized to represent the company.**ARTICLE 7****Auditors**The company shall have one auditor, which shall be an audit firm certified by the Finnish CentralChamber of Commerce.The auditors’ term shall be the fiscal year.
 

 
**ARTICLE 8****Annual accounts**The accounts of the company shall be closed at the end of each calendar year.**ARTICLE 9****General Meeting**The Annual General Meeting shall be held in Helsinki or Espoo at the latest on 30 June asdetermined by the Board of Directors.An Extraordinary General Meeting shall be held whenever deemed necessary by the Board of Directors.An Extraordinary General Meeting shall also be held if an auditor or shareholders owning at leastone-tenth (1/10) of all the shares so request in writing for the consideration of a specifiedmatter.**ARTICLE 10****Notice of a General Meeting**The notice of a General Meeting must be published on the website of the company no earlier thanthree months prior to the record date of the Meeting under Chapter 4, Section 2, Subsection 2 ofthe Companies Act and no later than three weeks prior to the Meeting, provided that the date of thepublication must be at least nine days prior to the aforesaid record date.**ARTICLE 11****Voting rights and registration for a General Meeting**Shareholders shall exercise their right to vote at a General Meeting either in person or through aproxy. In order to attend a General Meeting a shareholder must notify the company by the datestated in the notice of the Meeting, which may be no more than ten days prior to the Meeting.Unless otherwise provided in these Articles of Association or in the Companies Act, resolutions bythe General Meeting shall be carried by a simple majority of the votes cast. In case of a tie, theopinion of the chairman shall prevail with the exception of elections, in which the matter shall beresolved by drawing lots.Voting procedure shall be determined by the chairman of the General Meeting.**ARTICLE 12****Matters to be considered at the Annual General Meeting**The Annual General Meeting shall