THE ANNUAL GENERAL MEETING OF ELISA CORPORATION
ELISA CORPORATION STOCK EXCHANGE RELEASE 3 MARCH 2006 AT 9.00am
THE ANNUAL GENERAL MEETING OF ELISA CORPORATION Elisa Corporation shareholders are hereby invited to attend the Annual General Meeting of Shareholders. The Meeting is to be held at Helsinki Fair Center, Messuaukio 1, Helsinki, at 2.00pm on Monday, 27 March 2006. The issuing of voting slips to the shareholders attending the meeting will commence at the above venue at 1.00pm. The following matters will be on the agenda 1. Matters pertaining to the Annual General Meeting as specified in Article 12 of the company's Articles of Association. 2. The Board of Directors' proposal to authorise the Board of Directors, within one year of the Annual General Meeting, to decide on increasing the share capital through one or more new issues, on taking one or more convertible bonds and/or granting warrants, so that in a new issue, the subscription of shares in exchange for the convertible bonds and pursuant to warrants, a maximum aggregate 33,200,000 of the company's shares can be issued, and the company's share capital can be increased by a maximum of EUR 16,600,000 in total. The Board of Directors proposes that it is allowed to decide those entitled to subscribe and that the authorisation entitles it to disapply the pre-emption rights of existing shareholders to subscribe to new shares, convertible bonds and/or warrants, and to decide the determination principles and issue prices, the terms and conditions for subscribing to new shares and the terms of the convertible bonds and warrants. The pre-emption rights of shareholders may be waived by means of this authorisation if there is an important financial reason for doing, such as financing, implementing or enabling corporate acquisitions, strengthening or developing the company's financial or capital structure or carrying out other arrangements related to the development of the company's activities. The Board of Directors is entitled to decide whether the shares to be issued in a new issue, convertible bonds or warrants can be subscribed in kind or otherwise on certain conditions or by using the right of set-off. 3. The Board of Directors' proposal to authorise the Board of Directors, within one year of the Annual General Meeting, to decide on acquiring a maximum of 16,000,000 own shares as follows: Own shares are acquired to develop the company's capital structure, to be cancelled or to be used as consideration in potential corporate acquisitions and in other arrangements, or to assign otherwise. Purchasing the shares takes place with the assets used for the distribution of profit and decreases the distributable and unrestricted equity. The Board of Directors is authorised to decide on which order the shares are acquired. The shares will be purchased in accordance with the Board of Directors' decision through public trading on the Helsinki Stock Exchange at the market price prevailing at the moment the shares are traded. The shares are not acquired in the proportional ownership of the shareholders. The proposed maximum amount of 16.000.000 shares corresponds to less than 10 per cent of the total number of Elisa Corporation's number of shares (166.066.016 shares). The company does not currently hold own shares, but one of the company's subsidiary holds a total of 150,000 company shares. The maximum number of shares to be purchased pursuant to this authorisation together with the shares owned by the subsidiary is less than 10 per cent of the company's total shares and votes. 4. The Board of Directors' proposal to authorise the Board of Directors, within one year of the Annual General Meeting, to decide on assigning treasury shares on the following terms: The objective of the authorisation is a maximum of 16,000,000 treasury shares acquired for the company. The Board of Directors is authorised to decide to whom and in which order the shares are assigned. The authorization includes the right to resolve to dispose the shares in another order than prescribed by the shareholders' pre-emptive rights, provided that there is an important financial reason for doing so from the Company's perspective. Shares may be assigned as consideration in such a situation when the company acquires assets forming part of its business as well as consideration in any corporate acquisitions in the manner and to the extent decided by the Board of Directors. The Board of Directors is also entitled to decide on divesting treasury shares in public trading on the Helsinki Exchange in order to acquire funds for the company to finance investments and any corporate acquisitions. The shares shall be assigned at the market price quoted at the moment of transfer, as determined in public trading of the shares on the Helsinki Stock Exchange. Dividend The Board of Directors will recommend that a dividend of EUR 0,70 per share be distributed for 2005. The dividend approved by the Annual General Meeting will be paid to shareholders listed in the company's share register maintained by the Finnish Central Securities Depository Ltd on 30 March 2006. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 6 April 2006. Auditor The Board of Directors has decided, after hearing the Committee for Auditing, to propose at the Annual General Meeting to appoint KPMG Oy Ab, public authorised accountants, with Pekka Pajamo as responsible auditor, as the company's external auditor. Eligibility to attend and registration Shareholders registered on Friday 17 March 2006 in the company's share register kept by the Finnish Central Securities Depository, and who have registered for the Meeting in a manner described underneath, 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 17 March 2006. Shareholders must announce their intention to attend the meeting either by writing to Elisa Corporation, Contact Center Services/ Sö A 6201, P.O. Box 30, FIN-00061 ELISA, Finland; by telephone: +358 800 0 6242 any day of the week from 8:00am to 8:00pm; by fax: +358 10 26 22727; or by email: yhtiokokous@yhteyspalvelut.elisa.fi by 8:00pm (Finnish time) on Sunday, 19 March 2006. We request that any proxies be submitted with the notification. Documents The financial statement documents and the proposals of the Board of Directors, complete with annexes as requested by the Companies Act, will be available for shareholders' perusal from 13 March 2006 at the company's head office, address Kutomotie 18, Helsinki (lobby). The company will send copies of the documents on request to shareholders (tel. +358 800 0 6242). ELISA CORPORATION Vesa Sahivirta Director, IR and Financial Communications Distribution: Helsinki Stock Exchange Major media