ELISA COMMUNICATIONS CORPORATION INVITAT
ELISA COMMUNICATIONS CORPORATION STOCK EXCHANGE
RELEASE
25 FEBRUARY 2003
09.30am
ELISA COMMUNICATIONS CORPORATION INVITATION TO
ANNUAL GENERAL MEETING
Elisa Communications Corporation shareholders are
invited to attend the Annual General Meeting of
Shareholders to be held at Helsinki Fair Center,
Messuaukio 1, Helsinki on Friday, 4 April 2003 at
1.00pm. The Issuing of voting slips to the
shareholders attending the meeting will commence at
the venue at 12 noon. It is possible to follow the
meeting via the internet at www.elisa.com.
The following matters will be on the agenda of the
Meeting
1. The proposal by the Board of Directors to
amend Articles 1, 3, 4, 7, 11 and 13 of the Articles
of Association by amending:
· the business name to be Elisa Oyj, Elisa
Abp and Elisa Corporation (1§)
· by increasing the maximum share capital to
500 million euros (3§) and maximum number of A-
shares to 1.000.000.000 (4§)
· the board of directors may elect from among
its members one or more committees to support the
work (7§)
· the term of office of a member of board of
directors to be one year (7§)
· the company may have one or two auditors
approved by the central chamber of commerce (11§)
· technical changes to the agenda for the
annual general meeting of shareholders to reflect
the proposals (13§)
2. Matters pertaining to the Annual General
Meeting specified in Article 13 of the Companys
Articles of Association.
3. The Board of Directors proposal to the
Annual General Meeting on authorizing the Board of
Directors within one year from the Annual General
Meeting to decide on increasing the Companys share
capital 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 Companys
A Shares can be issued for subscription, and the
Companys share capital can be increased by a
maximum of EUR 13,800,000 in total.
The Board of Directors proposes that the
authorization entitles it to disapply the pre-
emption rights of existing shareholders to
subscribe for new shares, convertible bonds
and/or warrants and to decide the determination
principles and issue prices, the terms and
conditions for subscribing for new shares and the
terms of the convertible bond and warrants. The
pre-emption rights of shareholders may be waived
by means of this authorization if there exists an
important financial reason for doing so, such as
financing, implementing or enabling corporate
acquisitions, strengthening or developing the
Companys financial or capital structure or
carrying out other arrangements related to
development of the Companys activities. The
Board of Directors is allowed to decide those
entitled to subscribe but such decision may not
be made for the benefit of members of the
Companys inner circle. The Board of Directors is
entitled to decide that the shares to be issued
in a new issue, convertible bond or warrant can
be subscribed for in kind or otherwise on certain
conditions or by using the right of set-off.
Dividend
The Board of Directors has decided to propose to the
Annual General Meeting that no dividend be paid for
the financial year of 2002.
Composition of the Board of Directors
Due to the matter that the Annual General Meeting
has on the agenda to amend the articles of
association so that the term of the office of the
members of the Board of Directors is one year, all
members are subject to election.
Eligibility to attend and registration
Shareholders registered on Tuesday 25 March 2003 in
the Companys share register kept by the Finnish
Central Securities Depository are eligible to attend
the Annual General Meeting. Any owners of nominee
registered shares wishing to attend the Meeting and
to exercise their right to vote may be temporarily
registered in the share register. To arrange
temporary registration, a nominee registered
shareholder should contact their assets manager
before 25 March 2003.
The registration to attend the Annual General
Meeting begins on 10 March 2003 and ends on 27 March
2003.
Information
Copies of the Companys financial statements and the
Board of Directors proposals together with the
documents required by the Finnish Companies Act are
available for inspection by shareholders from 17
March 2003 at Korkeavuorenkatu 37 (reception).
Copies of the documents will be sent to shareholders
on request (tel. +358 800 0 6242).
The Board of Directors proposal in entirety on
amending the articles of association is attached as
appendix.
ELISA COMMUNICATIONS CORPORATION
Jyrki Antikainen
Director of Communications
APPENDIX
The proposal of the Board of Directors to amend
Articles 1, 3, 4, 7, 11 and 13 of the Articles of
Association
The Board of Directors proposes, that the paragraphs
1, 3, 4, 7, 11 and 13 of the Articles of Association
to be amended as follows and the amendment enters
into force and the registration is applied
immediately following the decision.
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.
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.
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.
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 close of the
first Annual General Meeting following the
appointment.
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.
