NOTICE OF INVITATION TO ATTEND THE ANNUA
ELISA CORPORATION STOCK EXCHANGE RELEASE
12 FEBRUARY 2004 AT 9.15am
NOTICE OF INVITATION TO ATTEND THE ANNUAL GENERAL MEETING
Elisa Corporation shareholders are hereby invited to attend the
Annual General Meeting of Shareholders to be held at Helsinki Fair
Center, Messuaukio 1, Helsinki at 1.00pm on Wednesday, 31 March
2004. The issuing of voting slips to the shareholders attending
the meeting will commence at the above venue at 12 noon. It will
also be possible to follow the meeting via the Internet at
www.elisa.com.
The following matters will be on the agenda of the meeting
1. Matters pertaining to the Annual General Meeting as
specified in Article 13 of the companys Articles of
Association.
2. The Board of Directors' proposal that Article 14 of the
Articles of Association regarding series A and B shares be
removed, and that Article 4 be amended as follows:
4§ Shares
The nominal value of the shares is one half (½) of a euro.
The Board of Directors proposes that Article 5 concerning the
conversion of shares and Article 15 on the order of decision-
making be removed, and that the numbering of other Articles be
amended accordingly.
3.The Board of Directors proposes to the Annual General Meeting
to authorize the Board of Directors, within one year from the
Annual General Meeting, to decide on increasing the share
capital through one or more new issues, one or more convertible
bonds and/or warrants so that, in a new issue, the subscription
of shares in exchange for the convertible bonds and pursuant to
warrants may be 27.6 million shares at the maximum, and the
company's 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 the 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 a 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.
Moreover, the Board of Directors proposes that the
authorization of increasing the share capital be cancelled.
Dividend
The Board of Directors proposes to the Annual General Meeting that
no dividend be paid for the year 2003.
Auditor
Board of Directors has decided after hearing the Committee for
Auditing to propose to the Annual General Meeting that it appoint
KPGM Wideri Oy Ab, public authorised accountants, be the company's
external auditor.
Eligibility to attend and registration
Shareholders registered on Friday 19 March 2004 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 in due
time before 19 March 2004.
Registration commences on 8 March 2004 and ends on 23 March 2004.
ELISA CORPORATION
Velipekka Nummikoski
Vice President, Corporate Communications
Distribution
Helsinki Exchanges
Major media