AGM OF ELISA COMMUNICATIONS CORPORATION
ELISA COMMUNICATIONS CORPORATION STOCK EXCHANGE RELEASE
4 APRIL 2003 AT 4.30pm
AGM OF ELISA COMMUNICATIONS CORPORATION ON 4 APRIL 2003
Elisa Communications Corporations Annual General Meeting decided
on 4 April 2003, in accordance with the proposal of the Board of
Directors, that no dividend be paid for 2002. The Annual General
Meeting confirmed the parent companys income statement and
balance sheet, and the consolidated income statement and the
balance sheet. The members of the Board and the CEO were
discharged from liability for 2002.
The proposal of the Board of Directors to amend Articles
1,3,4,7,11 and 13 of the Articles of Association was approved.
After registering the amendments the companys business name will
be Elisa Oyj, Elisa Abp(Swedish) and Elisa Corporation (English).
With amendments, the maximum share capital specified in the
Articles of Association can be EUR 500 million at the maximum,
and correspondingly the maximum amount of A shares can be 1,000
million shares. In accordance with the approved Articles of
Association, the Board of Directors is entitled to establish
committees from among its members to support its work, and the
Board members term of office expires at the close of the first
AGM following the election. The company may now have one (1) or
two (2) auditors. Corresponding technical amendments will be made
to the matters on the agenda of the Annual General Meeting. The
Articles of Association as a whole with the amendments are
attached.
The number of the members of the Board of Directors was confirmed
six (6), and the following members were elected for the following
one-year term: Keijo Suila, Ossi Virolainen, Matti Aura, Pekka
Ketonen and Jere Lahti, plus a new member Mika Ihamuotila,
Executive Vice President at Sampo Plc. In compliance with the
established practice, the monthly compensation of the Board
members is used for the purchases of Elisa shares.
PricewaterhouseCoopers Oy (authorized public accountants, with
APA Henrik Sormunen as the responsible auditor) was appointed the
company's auditors.
The Annual General Meeting approved the proposal of the Board
of Directors to authorize the Board of Directors within one
year from the Annual General Meeting to decide on increasing
the company's share capital. The Board was to achieve this
through one or more new issues, one or more convertible bonds
and/or warrants so that in a new issue or when issuing
convertible bonds or warrants, a maximum aggregate of 27.6
million of the company's A Shares can be issued for
subscription, and the company's share capital can be increased
by a maximum of EUR 13.8 million in total.
The authorisation gives the right to disapply the shareholders
pre-emptive rights to subscribe for new shares, convertible bond
loans and/or warrants and to decide the determination principles,
issue prices, the terms and conditions of subscribing for new
shares and the terms of the convertible bond loan and/or
warrants. The pre-emptive rights of existing shareholders may be
disapplied, if there is an important financial reason to do so.
Such reasons include financing, implementing or enabling
corporate acquisitions, strengthening or developing the companys
financial or capital structure, or carrying out other
arrangements related to developing the companys operations. The
Board of Directors has the right to decide on the persons or
entities entitled to subscribe for the shares but may not make
such a decision to the benefit of any member of the companys
inner circle. The Board of Directors has the right to decide
whether the shares issued in a rights issue, convertible bond or
warrant can be subscribed for in kind or otherwise, subject to
certain conditions or by using the right of set-off.
CEO Matti Mattheiszen stated that the Group has undergone a
transformation process. When evaluating the results of this
process Mattheiszen said that Elisas growth and consolidation
succeeded as planned, but "measures aiming at profitability did
not work to full extent. One reason for this was that the growth
in the telecommunications market slowed down and problems
culminated more than expected during 2002".
"In this rather turbulent market situation we continued cost
cuttings and focused on the Groups core business with good
results, for we achieved the operative objectives set for 2002;
investments remained within target ranges, cash flow was positive
and the net debt was kept in control."
ELISA COMMUNICATIONS CORPORATION
Jyrki Antikainen
Vice President, Corporate Communications
For further information, please contact:
Mr. Matti Mattheiszen, President & CEO, tel. +358 10 262 2309
Distribution:
Helsinki Exchanges
Major media
APPENDIX: ARTICLES OF ASSOCIATION
ARTICLES OF ASSOCIATION OF ELISA OYJ
1 §
Business name and domicile
The business name of the company is Elisa Oyj, in Swedish Elisa
Abp and in English Elisa Corporation. The company is domiciled in
Helsinki.
2 §
Operations of the company
The object of the company is to practise general domestic and
international telecommunications operation, provide
communications services and devices relating thereto and practise
consulting, research and control operations relating to the
communications. The company shall carry on its operations either
directly or via its subsidiaries or joint venture companies. The
demands set by bi-lingualism shall be duly taken into
consideration in the operations of the company. The company may
own real estate and securities and it may trade in securities and
conduct investment and finance operations that support its
object.
3 §
Minimum and maximum share capital
The minimum share capital of the company is twenty five million
(25,000,000) euros and the maximum share capital is five hundred
million (500,000,000) euros, within which limits the share
capital may be raised or lowered without amendment to the
Articles of Association.
4 §
Shares
The company has A-shares, the maximum amount of which is
1,000,000,000. The company may also have B-shares, the maximum
amount of which is 10, 000. Each share, regardless of its class,
shall have one (1) vote at the General Meeting of the
Shareholders. The B-shares shall carry the right to receive
dividends in an amount corresponding to 1/10 of the dividends
payable on the A-shares.
When the share capital is increased so that the shares in
different classes are issued in their mutual proportion, each
current shareholder of the company shall have a primary right of
subscription to new shares of that class of shares owned by such
shareholder before the increase of share capital, and a secondary
right to subscription to those shares that are not subscribed
under the primary right.
If shares of only one class are issued in the increase of share
capital, each shareholder shall have an equal right to subscribe
for new shares in proportion to his/her previous shareholding.
In a bonus issue, the increase of share capital shall be divided
between both classes of shares in proportion to the existing
number of shares in both classes. In the bonus issue, holders of
A-shares shall be entitled to receive newly issued A-shares and
holders of B-shares shall be entitled to receive newly issued B-
shares.
The nominal value of each share shall be one half (1/2) of an
euro.
5 §
Conversion of shares
HPY Research Foundation shall be entitled to convert A-shares
held by it into B-shares, provided that such conversion must not
result in a violation of the provisions hereof stating the
minimum and maximum number of shares of both classes of shares. A
written demand for conversion shall be submitted to the Board of
Directors of the company and it shall include the number of
shares to be converted as well as the book-entry account in which
the book entries corresponding to the shares have been
registered.
The demand for conversion can be presented at any time.
A notice of the conversion shall without undue delay be submitted
for registration. The company may also request that a restriction
on disposal shall be registered in the book-entry account of the
shareholder for the time of conversion.
The demand for conversion can be withdrawn until the notice of
the conversion is registered in the Trade Register. After
withdrawal the company shall request that any restriction on
disposal shall be cancelled from the book-entry account of the
shareholder.
A-share shall be converted to a B-share at the moment when the
notice on the conversion has been registered. The company shall
without undue delay notify the demander for conversion and the
book-entry registrar of the registration.
HPY Research Foundation shall convert all of its B-shares into A-
shares in accordance with the procedure specified above in this
article by 31 December 2003 at the latest. If a demand for
conversion has not been presented within the said time limit, the
Board of Directors of the company shall carry out the conversion
on behalf of the shareholder. After 31 December 2003, no A-shares
may be converted to B-shares.
6 §
Incorporation in the book-entry system
The shares of the company are incorporated in the book-entry
system.
The right to funds distributed by the company and the right to
subscription in an increase of share capital shall be held only
by:
1. the person who has been registered as a shareholder in the
shareholder register on the record date,
2. the person whose right to payment has been registered in the
book-entry account of a registered shareholder and in the
shareholder register on the record date, or
3. if a share is nominee-registered, the person in whose book-
entry account a share has been registered on the record date
and the custodian of whose shares is registered as the
administrator of the share in the shareholder register on the
record date.
7 §
Board of Directors
The company has a Board of Directors that shall consist of no
less than five (5) and no more than nine (9) members.
The Board of Directors shall be responsible for the
administration and the proper arrangement of the operations of
the company in accordance with the law and Articles of
Association.
The Board of Directors shall elect from among its members a
Chairman and a Deputy Chairman.
The Board of Directors shall elect the Managing Director and the
Deputy Managing Director.
The Board of Directors may elect from among its members one or
more committees to support the work.
The term of office of a member of the Board of Directors shall
expire at the close of the first Annual General Meeting following
the election.
The Board of Directors shall convene at the call of the Chairman
as often as the issues require a meeting or when a meeting is
proposed by the Managing Director. The Board of Directors shall
constitute a quorum when more than half of its members are
present. In the event of an equality of votes, the decision of
the Board of Directors shall be the opinion supported by the
Chairman.
8 §
Managing Director
The company has a Managing Director, who shall manage the
company's day-to-day business activities and administration in
the supervision of the Board of Directors and in accordance with
its instructions.
9 §
Signing of company name
The company name shall be signed singly by the Chairman of the
Board of Directors and the Managing Director, or jointly by two
members of the Board of Directors.
The Board of Directors may authorise a person to sign for the
company, so that the persons authorised thereto shall sign the
company name jointly or separately together with a member of the
Board of Directors or a holder of procuration.
The Board of Directors decides on the procurations, so that a
holder of a procuration shall sign for the company together with
a member of the Board of Directors, another person authorised to
sign for the company or another holder of procuration.
10 §
Financial period and financial statements
The financial year of the company shall be the calendar year.
11 §
Auditing
The company has no less than one (1) and no more than two (2)
auditors. The auditors shall be approved by the Central Chamber
of Commerce. If only one auditor is appointed and it is not an
entity of auditors, one (1) deputy auditor shall be appointed.
The term of office of the auditors shall be the financial year
during which they are appointed. The duties of the auditors
shall end at the conclusion of the first Annual General
Meeting following the expiry of their terms of office.
12 §
Summons to General Meeting
The summons to a General Meeting of Shareholders shall be
delivered to the shareholders by publishing a notice thereof in
at least two (2) newspapers published regularly in Finland as
determined by the Board of Directors not earlier than two (2)
months and not later than seventeen (17) days before the meeting.
In order to attend the General Meeting, a shareholder shall note
the company of his/her intention to attend such meeting not later
than the date specified in the summons, which date may not be
earlier than ten (10) days before the General Meeting.
13 §
Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held before
the end of June each year.
At the meeting the shareholders shall:
be presented with
1.the financial statements of the company and the group;
2.the auditors' report;
resolve on
3.the approval of the profit and loss statement, the balance
sheet, the consolidated profit and loss statement and the
consolidated balance sheet;
4.measures to which the profit or loss shown in the approved
balance sheet or consolidated balance sheet give raise, and
the time of eventual distribution of dividends;
5.discharge from liability the members of the Board of Directors
and the Managing Director;
6.the remuneration and the principles of compensation of travel
expenses for the members of the Board of Directors and the
auditors;
7.the number of members of the Board of Directors and auditors;
elect
8.the members of the Board of Directors; and
9.the auditors and when needed a deputy auditor.
14 §
Voting limitation
At a General Meeting of the Shareholders no one may cast more
than one fifth (1/5) of the total number of votes represented at
the meeting.
When calculating the proportion of votes referred to in the
preceding sentence, the number of votes attributed to a
shareholder shall include any votes belonging to:
1.an organisation that, under the Companies Act, belong to the
same group as the shareholder;
2.a company that, under the provisions of the Accounting Act
pertaining to consolidated financial statements, is deemed to
belong to the same group as the shareholder;
3.pension foundations or pension funds of the shareholder and of
the organisations or companies referred to above;
4.any non-Finnish organisation or company which, if it were
Finnish, would in the manner described in subclauses 1. and 2.
above belong to the same group as the shareholder.
To the extent that the voting limitation provided in this article
is applied, it shall be applied in a manner that reduces equally
the number of votes permitted to be cast by any shareholders to
which such voting limitation applies.
15 §
Decision-making at the General Meeting
If not otherwise regulated in the Companies Act or further in
this article, the decision of the General Meeting of Shareholders
shall be the opinion which is supported by more than half of the
votes given or, in the event of an equality of votes, the opinion
supported by the Chairman.
In the following matters it is further required that the decision
is in both classes of shares supported by shareholders, who have
at least two-thirds (2/3) of the shares represented in both
classes of shares at the meeting:
1.amendment of the Articles of Association,
2.increase of the share capital in a new issue or an
authorisation of the Board of Directors relating thereto,
3.granting of the option rights and taking out of a convertible
loan or an authorisation of the Board of Directors relating
thereto,
4.merger of the company into another company,
5.division of the company,
6.removal from office of the member of the Board of Directors,
7.winding up of the company in order to be dissolved, when this
is not required under the provisions of the Companies Act.
16 §
Redemption obligation
A shareholder holding, either alone or together with other
shareholders as defined hereinafter, shares in the company to
such extent that votes attaching to the shares reach or exceed 33
1/3 per cent or 50 per cent (hereinafter, shareholder who is
obliged to redeem) of the total votes attached to all shares of
the company, is obliged at the request of other shareholders
(hereinafter, shareholders entitled to redemption) to redeem
their shares and the securities giving right to such shares under
the Companies Act in the manner specified in this article.
When calculating shareholder's proportion of the total number of
shares in the company and of the votes attached to those shares,
to the shares shall also be included such shares, the votes of
which the shareholder may, on his own or jointly with a third
party, use on the basis of a contract or otherwise, as well as
shares which are held by persons determined above in Clause 14,
subsection 1-4.
If a redemption obligation arises on the basis of aggregated
shareholdings or numbers of votes, those shareholders being
obliged to redeem shall jointly and severally attend to the
implementation of the redemption with respect to the shareholders
entitled to redemption. In such a situation, a demand for redemp
tion is considered, even without a separate demand, to be
directed at all those shareholders who are obliged to redeem.
Should two shareholders reach or exceed the limit of
shareholdings or votes resulting in an obligation to redeem, so
that both are simultaneously obliged to redeem, a shareholder
entitled to redemption may demand a redemption separately from
each shareholder obliged to redeem.
A redemption obligation shall not apply to such shares or the
securities giving right to them, which the shareholder demanding
redemption has acquired after arising of the redemption
obligation.
The redemption price for the shares shall be the higher of the
following:
1.the weighted average trading price of the shares on the
Helsinki Exchanges during ten (10) days prior to the day when
the company received a notice from the shareholder obliged to
redeem of that the above mentioned proportion of the
shareholding or votes had been reached or exceeded or, should
there be no such notification or should it not arrive within
due time, when the Board of Directors of the company otherwise
became aware thereof;
2.the average price weighted with the number of shares, which
the shareholder obliged to redeem has paid for the shares that
he/she has acquired or otherwise obtained during the last 12
months preceding the date defined in paragraph 1 above.
If an acquisition affecting the average price is determined in
some other currency than in euros, its corresponding value in
euros shall be calculated applying to the rate confirmed for such
currency by the Central Bank of Europe seven (7) days prior to
the date on which the Board of Directors notifies the
shareholders of redemption obligation.
The foregoing provisions regarding the determination of the
redemption price for shares shall also apply to other securities
to be redeemed pursuant hereto.
A shareholder who is obliged to redeem shall, within seven (7)
days from the time the redemption obligation arises, notify the
company's Board of Directors in writing of such obligation. The
notification shall include information on the number of shares
owned by the shareholder obliged to redeem and on the number and
prices of shares acquired or otherwise obtained by notifying
shareholder during the last twelve (12) months. An address where
the shareholder obliged to redeem can be reached shall be
enclosed to the notification.
The Board of Directors shall notify the shareholders of any
redemption obligation within 30 days from receiving the above
mentioned notification or, if there is no such notification or it
does not arrive within due time, after the Board of Directors has
otherwise become aware of the redemption obligation. Such
notification shall include information on the time of arising of
the redemption obligation and on the basis for determination of
the redemption price, to the extent that they are known to the
Board of Directors and shall state the date by which a demand for
redemption shall be presented. The notification to the
shareholders shall be delivered in compliance with the provisions
concerning the delivery of a summon to the General Meeting as
specified in Article 12 above.
A shareholder entitled to redemption shall in writing demand for
redemption within 30 days from the publication of the
notification of the Board of Directors concerning the redemption
obligation. The demand for redemption, which shall be delivered
to the company, shall include the number of those shares and
other securities which are subject to the demand. The shareholder
demanding redemption shall at the same time deliver to the
company the provisional documents giving right to obtain the
shares, in order to be delivered to the shareholder obliged to
redeem against the payment of the redemption price.
If no demand for redemption is presented within the due time, the
shareholder's right to demand redemption becomes void with
respect to the redemption situation in question. The shareholder
entitled to redemption has the right to withdraw his/her demand
as long as no redemption has taken place.
After expiry of the period of time reserved for shareholders
entitled to redemption, the Board of Directors shall inform the
shareholder obliged to redeem of any demands for redemption which
have been presented. The shareholder obliged to redeem shall,
within 14 days from receiving information of the demands for
redemption, pay the redemption price in accordance with the
manner determined by the company against the delivery of the
shares and of the securities giving right to the shares or, if
the shares to be redeemed have been registered in the book-entry
accounts of the shareholders in question, against receipt issued
by the company. In that event the company shall ensure that the
redeemed shares shall be entered into the book-entry account of
the redeeming shareholder.
On a redemption price which is not paid within due time, a
penalty interest of 16 % per annum shall be calculated from the
date when the redemption price should have been paid at the
latest. If the shareholder obliged to redeem has further failed
to observe the above provisions on the notification obligation,
the penalty interest shall be calculated from the date when the
notification obligation should have been fulfilled at the latest.
Any disagreements regarding the above redemption obligation, the
right to demand redemption related thereto and the amount of the
redemption price shall be settled in an arbitration procedure at
the company's domicile in accordance with the provisions of the
Arbitration Proceedings Act (967/92). The laws of Finland shall
govern the arbitration proceedings.
