Elisa - Company Announcement

NOTICE TO ELISA'S ANNUAL GENERAL MEETING

ELISA STOCK EXCHANGE RELEASE 12 FEBRUARY 2010 AT 9.00 am

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Elisa Corporation (the "Company") to the
Annual General Meeting to be held on Thursday, March 18, 2010 at 2:00 p.m. at
Helsinki Fair Center, Congress entrance, Messuaukio 1, Helsinki. The reception
of persons who have registered for the Meeting, the distribution of voting
tickets and coffee will commence at 12:00 noon.

A. Matters on the agenda of the Annual 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 2009
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
capital repayment and authorizing the Board of Directors to decide on donations
The Board of Directors proposes to the Annual General Meeting that the profit
for the period 2009 shall be added to accrued earnings.

The Board of Directors proposes to the Annual General Meeting a capital
repayment of EUR 0.92 per share based on the adopted financial statements 2009.
The capital repayment will be paid from the reserve for invested unrestricted
equity. The capital repayment will be paid to shareholders registered in the
Register of Shareholders held by Euroclear Finland Ltd on the record date March
23, 2010. The Board of Directors proposes that the dividend be paid on March
31, 2010.

Further the Board of Directors proposes that the Annual General Meeting
authorize the Board of Directors to donate no more than EUR 700,000 to support
activities of Finnish universities and colleges during year 2010.

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 Board's 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 (4) 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 of Directors. Actual
travelling expenses are remunerated.

11. Resolution on the number of members of the Board of Directors
The Board's Compensation and Nomination Committee proposes to the Annual General
Meeting that the number of Board members to be seven (7).

12. Election of members of the Board of Directors
The Board's Compensation and Nomination Committee proposes to the Annual General
Meeting that Pertti Korhonen, Ari Lehtoranta, Raimo Lind, Eira Palin-Lehtinen,
Risto Siilasmaa and Ossi Virolainen be re-elected as members of the Board of
Directors and Leena Niemistö be elected as a new member of the Board of
Directors. The term of the members ends at the close of the Annual General
Meeting in 2011.

The new proposed Board member Leena Niemistö is the Managing Director at Medical
Center Dextra. The biographical details of the proposed nominees to the Board of
Directors can be found on the Company's website at
www.elisa.com/annualgeneralmeeting.

13. Resolution on the remuneration of the Auditor
The Board's 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 Board's Audit Committee proposes to the Annual General Meeting that one (1)
auditor to be elected.

15. Election of Auditor
The Board's Audit Committee proposes to the Annual General Meeting that KPMG Oy
Ab be re-elected as the Company's auditor for the financial period 2010. 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 11 § of the Articles of
Association
The Board of Directors proposes to the Annual General Meeting that 11 § of the
Articles of Association will be amended in its entirety as follows:

The notice of a General Meeting shall be delivered to shareholders by publishing
a notice on the website of the company no earlier than three months and no later
than three weeks prior to the date of the Meeting, provided that the date of the
publication must be at least nine days prior the record date of the Meeting.
Within the same time limitations the company must publish a notice containing
information of the date and place of the Meeting and the address of the
company's website in at least one newspaper published regularly in Finland as
determined by the Board of Directors.

In order to attend the General Meeting, a shareholder shall note the company of
his/her intention to do so not later than the date specified in the summons,
which date may not be earlier than ten (10) days before the General Meeting.

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 100,000,000. 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.
The Board of Directors shall have the right to decide on other matters related
to the distribution. 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 10,000,000 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, 2011 and terminate the authorization for repurchasing
granted by the Annual General Meeting on March 18, 2009.

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 15,000,000. 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 9% 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, 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, 2014 and terminate the corresponding authorization granted by the
Annual General Meeting on March 18, 2009.

20. Closing of the Meeting

B. Documents of the Annual General Meeting
The proposals of the Board of Directors and its committees relating to the
agenda of the Annual General Meeting as well as this notice are available on
Elisa Corporation's website at www.elisa.com/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 February 25, 2010 at the latest. 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 April 1, 2010.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on March 8, 2010 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 Finnish 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 no later than March 10, 2010 at 6:00 p.m. by giving a
prior notice of participation. Such notice can be given:
a) through Elisa's website www.elisa.com/annualgeneralmeeting<http://www.elisa.com/annualgeneralmeeting> (available only for directly
registered shareholders);
b) by e-mail elisa.yhtiokokous@yhteyspalvelut.elisa.fi;
c) by telephone +358 800 0 6242 from Monday to Friday at 8:00 a.m. - 6:00 p.m.;
d) by telefax +358 10 262 2727; or
e) 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 or proxy
representative and the personal identification number of a proxy representative.
The personal data given to the Company is used only in connection with the
Meeting and with the processing of related registrations.

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. When a shareholder participates in the Annual General Meeting by means
of several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting. Possible proxy documents should be
delivered to the above mentioned e-mail (e.g. as pdf attachement), telefax or
regular mail address before the last date for registration.

3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
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. The account management organization
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, to be temporarily entered
into the shareholders' register of the Company at the latest March 15, 2010 by
10 a.m.

4. Other information
On the date of this notice to the Annual General Meeting, February 11, 2010 the
total number of shares and votes in Elisa Corporation is 166,307,586.

Helsinki, February 11, 2010

ELISA CORPORATION
The Board of Directors


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

Distribution:

NASDAQ OMX Helsinki
Major Media
www.elisa.com <http://www.elisa.com/>








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