Elisa - Notice to general meeting

NOTICE TO ELISA'S ANNUAL GENERAL MEETING

Elisa Corporation's shareholders are invited to attend the Annual
General Meeting of Shareholders, which is to be held at Helsinki Fair
Centre, Messuaukio 1, Amfi Room, Helsinki, at 2.00 pm on Wednesday,
18 March 2008. The reception for those registered to attend the
meeting, issuance of voting slips and coffee will commence at 12
noon.

A. Matters on the agenda of the general meeting

At the Annual General Meeting, the following matters will be
considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the
counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list
of votes

6. Presentation of the financial statements, the report of the Board
of Directors and the Auditor's report for the year 2008

- Review by the CEO

7. Adoption of the financial statements

8. Resolution on the use of the profit shown on the balance sheet and
the payment of dividend

The Board proposes to the Annual General Meeting a dividend of EUR
0.60 per share for the financial period 2008. The dividend will be
paid to shareholders registered in the Register of Shareholders held
by Euroclear Finland Ltd on the record date 23 March 2009. The Board
proposes that the dividend be paid on 31 March 2009.

9. Resolution on the discharge of the members of the Board of
Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of
Directors

The Compensation and Nomination Committee proposes to the Annual
General Meeting that the remuneration payable to the members of the
Board of Directors is as follows:
The Chairman EUR 9,000 per month, the Vice Chairman and the Chairman
of the Audit Committee EUR 6,000 per month, and each member EUR 5,000
per month and additionally EUR 500 per a meeting of the Board or a
meeting of a Committee. It is proposed that the monthly remuneration
will be paid quarterly withholding tax deducted and Elisa shares will
be purchased with the net payment on the last date of the quarter
from public trading. A member of the Board is to be committed to a
four years' restriction to convey the shares counted from the
purchasing date of any share instalment. The restriction ends earlier
in case the member is no longer a member of the Board. Actual
travelling expenses are remunerated.

11. Resolution on the number of members of the Board of Directors

The Compensation and Nomination Committee proposes to the Annual
General Meeting that the number of Board members be 6.

12. Election of members of the Board of Directors

The Compensation and Nomination Committee proposes to the Annual
General Meeting that Risto Siilasmaa, Pertti Korhonen, Eira
Palin-Lehtinen ja Ossi Virolainen be re-elected as members of the
Board and Ari Lehtoranta and Raimo Lind be elected as new members of
the Board. The term of the members ends at the close of the Annual
General Meeting in 2010.

13. Resolution on the remuneration of the Auditor

The Audit Committee proposes to the Annual General Meeting that the
auditor to be elected be reimbursed according to the auditor's
invoice.

14. Resolution on the number of Auditors

The Audit Committee proposes to the Annual General Meeting that one
(1) auditor to be elected.

15. Election of Auditor

The Audit Committee proposes to the Annual General Meeting that KPMG
Oy Ab be re-elected as the Company's auditor for the financial period
2009. KPMG Oy Ab has informed the Audit Committee that the auditor
with principal responsibility would be Pekka Pajamo.

16. Proposal by the Board of Directors to amend the 2§ of the
articles of association

The Board of Directors  proposes to the  Annual General Meeting  that
ICT services will be  added to the Operations  of the Company in  the
articles of association and that section 2 will therefore be  amended
in its entirety as follows:"The object of the company is to practise general  telecommunications
operation, provide communications- and ICT-services domestically  and
internationally. The company can  provide devices and practise  other
business relating and  supporting thereto. The  company can  practise
consulting,  research  and   control  operations   relating  to   the
communications and ICT.  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."

17. Authorizing the Board of Directors to decide on the distribution
of funds from unrestricted equity

The Board  of  Directors proposes  that  the Annual  General  Meeting
authorize the Board of Directors to resolve to distribute funds  from
the unrestricted equity to the maximum amount of EUR 150,000,000. The
funds from  the unrestricted  equity  may be  distributed in  one  or
several instalments. Funds may be  distributed either out of  accrued
earnings or  out  of  the  reserves of  unrestricted  equity.  It  is
proposed that the authorization be  effective until the beginning  of
the following Annual General Meeting.

18. Authorizing the Board of Directors to decide on the repurchase of
the Company's own shares

The Board of Directors proposes that the Annual General Meeting
authorize the Board of Directors to resolve to repurchase or accept
as pledge a maximum number of 15,000,000 Elisa shares by using funds
in the unrestricted equity. The repurchase may be carried out in one
or several instalments. The highest price paid for the shares
repurchased under the authorization shall be the market price of
Elisa shares in public trading at the time of purchase. In
repurchasing of the Elisa shares derivative, share lending and other
arrangement customary in the capital market may be concluded pursuant
to law and other applicable regulation. The authorization entitles
the Board of Directors repurchase the shares in another proportion
than that of the shares held by the current shareholders (directed
acquisition).

The shares may be repurchased in order to carry out acquisitions or
other arrangements related to the Company's business, to improve the
capital structure of the Company, to be used as part of the incentive
compensation plan, to be transferred for other purposes, or to be
cancelled.

The Board  of Directors  shall  have the  right  to decide  on  other
matters related to the purchase of Elisa shares. It is proposed  that
the authorization be effective until June 30, 2010. The authorisation
is proposed to  terminate the  authorization resolved  by the  Annual
General Meeting on March 18, 2008.

19. Authorizing the Board of Directors to decide on the issuance of
shares as well as the issuance of special rights entitling to shares

The Board  of  Directors proposes  that  the Annual  General  Meeting
authorize the Board of Directors to pass a resolution concerning  the
share issue, the right  of assignment of  treasury shares and/or  the
granting of special rights  referred to in Chapter  10, Section 1  of
the Company's Act.

The authorization entitles the Board  of Directors to resolve on  one
or several  issues provided  that the  Board of  Directors may  issue
shares up to  a maximum number  of 50,000,000. The  share issues  and
shares granted  by  virtue of  special  rights are  included  in  the
aforementioned maximum  number.  At  present,  the  proposed  maximum
number of such shares is about 30% of all shares in the Company.

It is proposed that the share issue may be against payment or without
payment and can be directed to the Company itself. The  authorization
entitles the  Board  of Directors  to  issue the  shares  in  another
proportion than  that of  the current  shareholdings (directed  share
issue). The shares may be issued under the proposed authorization  in
order to carry out acquisitions or other arrangements related to  the
Company's business, to  finance investments, to  improve the  capital
structure of  the  Company, to  be  used  as part  of  the  incentive
compensation plan, or to  be used for other  purposes decided by  the
Board of Directors.

The Board  of Directors  shall  have the  right  to decide  on  other
matters related to the  issuance of shares. It  is proposed that  the
authorization be effective until June 30, 2013.

20. Closing of the meeting

B. Documents of the general meeting

The proposals of the Board of Directors and its committees relating
to the agenda of the general meeting as well as this notice are
available on Elisa Corporation's website at
www.elisa.fi/annualgeneralmeeting. The annual report of Elisa
Corporation, including the Company's financial statements, the report
of the Board of Directors and the Auditor's report, is available on
the above-mentioned website on week 9. The proposals of the Board of
Directors and the financial statements are also available at the
meeting, and copies of these documents and of this notice will be
sent to shareholders upon request. The minutes of the meeting will be
available on the above-mentioned website as from 1 April 2009.

C. Instructions for the participants in the general meeting

1. The right to participate and registration

Each shareholder, who is registered on 6 March 2009 in the
shareholders' register of the Company held by Euroclear Finland Ltd.,
has the right to participate in the Annual General Meeting. A
shareholder, whose shares are registered on his/her personal
book-entry account, is registered in the shareholders' register of
the Company.

A shareholder, who wants to participate in the Annual General
Meeting, shall register for the meeting by giving a prior notice of
participation no later than 9 March 2009 at 6:00 p.m.

Such notice can be given:
a) by e-mail elisa.yhtiokokous@yhteyspalvelut.elisa.fi;
b) by telephone +358 800 0 6242 from Monday to Friday at 8:00 a.m. -
6:00 p.m.;
c) by telefax +358 10 262 2727; or
d) by regular mail to Elisa Corporation, Contact Center-palvelut / SÖ
A 6223, PL 30, FI-00061 ELISA.

In connection with the registration, a shareholder shall notify
his/her name, personal identification number, address, telephone
number and the name of a possible assistant.

Pursuant to Chapter 5, Section 25 of the Company's Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the
meeting.

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and
exercise his/her rights at the meeting by way of proxy
representation. A proxy representative shall produce a dated proxy
document or otherwise in a reliable manner demonstrate his/her right
to represent the shareholder at the Annual General Meeting. Possible
proxy documents should be delivered to the above mentioned e-mail,
telefax or regular mail address before the last date for
registration.

3. Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in
the Annual General Meeting, must be entered into the shareholders'
register of the Company on the record date 6 March 2009 of the
meeting. A holder of nominee registered shares is advised to request
necessary instructions regarding the registration in the
shareholder's register of the Company, the issuing of proxy documents
and registration for the Annual General Meeting from his/her
custodian bank.

4. Other information

On the date of this notice to the Annual General Meeting 12 February
2009 the total number of shares and votes in Elisa Corporation is
166,307,586.

ELISA

Vesa Sahivirta
Director, IR and Financial Communication
tel. +35850 520 5555

Distribution:

OMX Helsinki Stock Exchange
Major Media
www.elisa.com

APPENDIX: CVs of the new proposed members of the Boards of Directors

Ari Lehtoranta:
born 1963. MSc in Telecommunications.

Primary working experience: Employed by KONE Corporation and Member
of the Executive Board since November 3, 2008. Previously served in
Nokia Siemens Networks/Nokia Networks as Head of Radio Access (Senior
Vice President) 2005 -2008, in Nokia Corporation as Vice President of
Operational Human Resources 2003-2005, in Nokia Networks as Head of
Broadband Division, Head of  Systems Integration, Vice President for
Customer Services for Europe and  Managing Director of Nokia
Telecommunications in Italy as well as in various other positions
1985- 2003.

Raimo Lind
born 1953, B.Sc. (Econ.), Graduated 1975 from Helsinki School of
Economics and Business Administration, and with M.Sc (Econ.) in 1980.

Primary working experience: Wärtsilä Group, positions within control
and finance and in development and internationalisation 1976-80;
Wärtsilä Diesel Group, Vice President & Controller 1980-84; Wärtsilä
Singapore, Managing Director & Area Director 1984-88; Wärtsilä
Service Division, Deputy Vice President 1988-89; Scantrailer
Ajoneuvoteollisuus Oy, President 1990-92; Tamrock Oy, CFO 1992-93;
Tamrock Service Business, Vice President 1994-96; Tamrock Coal
Business, Vice President 1996-97.

Positions of trust
Deputy Chairman of the Board, Sato Oyj.