Elisa issues EUR 300 million seven-year Eurobond and announces a tender offer for its Eurobond maturing 2014

ELISA STOCK EXCHANGE RELEASE 24.9.2012 AT 12.10pm

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S.

VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

Elisa is issuing a seven-year Eurobond under its EUR 1 billion EMTN (Euro Medium Term Note) programme. The size of the new seven-year bond issue is expected to be EUR 300 million. The Mandated Lead Managers for the bond issue are Deutsche Bank AG, London Branch, Danske Bank A/S and Nordea Bank Danmark A/S.

Elisa also announces that Deutsche Bank AG, London Branch, (the “Offeror”), under agreement with Elisa, has today invited holders of Elisa’s existing notes maturing in 2014 to offer to sell their notes for cash. The Offeror currently proposes to accept for purchase up to EUR 150 million in aggregate nominal amount of the notes at a purchase price equal to the interpolated reference rate plus 10 basis points. Whether the Offeror will accept for purchase any notes validly tendered is subject to, without limitation the issue of the new Elisa seven-year bonds. The tender offer expires on 28 September 2012 at 6pm (EET), and is being made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated 24 September 2012.

The proceeds from the issue of the new seven-year bonds will be used for general corporate purposes, including financing tender offer of the bond maturing 2014.

 ELISA

Mr Vesa Sahivirta

Director, IR and Financial Communication

tel. +358 10 262 3036

Further information:

Mr  Jari Kinnunen
CFO

tel. +358 50 324 3521

Mr  Juha Kervinen,
Group Treasurer

tel. +358 50 555 3625

Distribution:

NASDAQ OMX Helsinki

Major Media

www.elisa.com

 OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.  This announcement does not constitute (i) an offer to buy or a solicitation of an offer to sell the notes (and tenders of notes in the offer will not be accepted from noteholders) in any circumstances in which such offer or solicitation is unlawful or (ii) an offer to sell or a solicitation of an offer to buy the new notes.  In those jurisdictions where the securities, blue sky or other laws require the offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the tender offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be.

No action has been or will be taken in any jurisdiction in relation to the new notes to permit a public offering of securities.

United States.  Neither the offer of the new notes or the tender offer by the Offeror is being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This announcement is not an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the “Securities Act”). The new notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. This announcement may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Italy.  None of the tender offer, this announcement and any other documents or materials relating to the tender offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The tender offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the notes that are located in Italy can tender notes for purchase in the tender offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom. The communication of this announcement is not being made, and has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. This announcement is not for general distribution and must not be passed on to the general public in the United Kingdom.  This announcement is made only to and directed only at those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France.  The tender offer is not being made, directly or indirectly, to the public in the Republic of France (France).  Neither this announcement nor any other document or material relating to the tender offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the tender offer.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.