Elisa - Company Announcement

Kymen Puhelin and Telekarelia to merge with Elisa

ELISA STOCK EXCHANGE RELEASE 10 JUNE 2013 AT 4.10pm

Kymen Puhelin and Telekarelia to merge with Elisa



The Boards of Directors in Elisa and Kymen Puhelin have agreed that Kymen
Puhelin will merge into Elisa and have signed the merger plan. At the moment
Elisa Group owns 49.6 per cent of Kymen Puhelin. As merger consideration, 144
new Elisa shares will be given in exchange for each Kymen Puhelin share. No
merger consideration will be paid for the shares owned by Elisa Group. There
are a total of 12,214 shares owned by shareholders other than Elisa. 



The Boards of Directors in Elisa and Telekarelia have agreed with Telekarelia
that Telekarelia will merge into Elisa and have signed the merger plan. At the
moment Elisa Group owns 66.8 per cent of Telekarelia. As merger consideration,
25 new Elisa shares will be given in exchange for each Telekarelia shares. No
merger consideration will be paid for the shares owned by Elisa Group. There
are a total of 9,218 shares owned by shareholders other than Elisa. 



In total, a maximum of 1,989,266 new Elisa shares will be given as merger
consideration, which represents approximately 1.2 per cent of the Elisa's share
capital. Of these new shares approximately 1,758,816 will be given to Kymen
Puhelin shareholders and 230,450 to Telekarelia shareholders. 



The merger decision will be made at extraordinary shareholders' meetings of
Kymen Puhelin and Telekarelia in August. Approval of the merger requires that
at least two thirds (2/3) of the votes represented at the shareholders' meeting
are in favor of the merger. 



The estimated registration date is 31 December 2013.



The merger plans are attached to this release. The merger prospectuses are
expected to be published in week 32. 



ELISA CORPORATION



Mr. Vesa Sahivirta, IR Director, tel. +358 10 262 3036



Additional information:

Mr. Jari Kinnunen, CFO, tel. +358 10 262 9510

Mr. Pekka Ekstam, Vice President, M&A, tel. +358 50 520 5252



Distribution:

NASDAX OMX Helsinki

Major Media

www.elisa.com



MERGER PLAN (unofficial translation)



The Boards of Directors of the assigned companies have approved the content of
the merger plan: 





1. Companies participating in the merger



The Receiving Company:



Business name: Elisa Oyj

Business ID: 0116510-6

Domicile: Helsinki, Finland

Postal Address: PO Box 1, 00061 ELISA

(Hereinafter referred to as “Elisa” or the “Receiving Company”)



The Merging Company:



Business name: Kymen Puhelin Oy

Business ID: 0160241-7

Domicile: Kotka, Finland

Postal address: PO Box 12, 48101 KOTKA

(Hereinafter referred to as “Kymen Puhelin” or the “Merging Company”)



(Elisa and Kymen Puhelin hereinafter referred to collectively as the “Parties”
or the “Merging Companies”) 



2. The merger and its motive



The above-mentioned Merging Company will merge with the Receiving Company as
stated in the Limited Liability Companies Act, Chapter 16, Section 2(1),
paragraph 1) by way of absorption in accordance with the terms and conditions.
All the Merging Company's assets and liabilities will be transferred without
liquidation to the Receiving Company and the Merging Company will be dissolved
in this merger. 



It is the opinion of the Boards of Directors of the companies participating in
the merger that the business activities of the companies participating in the
merger on the whole complement each other, and that combining these activities
will generate a stronger and more competitive entity. 





3. Articles of Association of the Receiving Company



The merger will not require any amendments to the Articles of Association of
the Receiving Company. 





4. Shares issued as merger consideration



The shareholders of Kymen Puhelin will receive a merger consideration in the
form of new Elisa shares such that each share in Kymen Puhelin will be
exchanged for one hundred and forty-four (144), Elisa shares (hereinafter the
“Conversion Rate”). 



At the time the merger is signed, Elisa Oyj holds a total of six hundred and
fifteen (615) Kymen Puhelin shares. Elisa's wholly-owned subsidiary PPO-Yhtiöt
Oy owns a total of ten thousand, nine hundred and sixty-one (10,961) Kymen
Puhelin shares. Kymen Puhelin shares owned by Elisa's other subsidiaries are
listed in Section 11. 



Kymen Puhelin does not have any treasury shares. Shares owned by subsidiaries
of Kymen Puhelin are listed in Section 11. 



Shareholders other than the Elisa Group of companies own twelve thousand, two
hundred and fourteen (12,214), Kymen Puhelin shares. 



The above-mentioned shares held by Elisa Group companies are to be transferred
before the merger to the ownership of Elisa Oyj. In view of the Limited
Liability Companies Act, Chapter 16, Section 16, shares in the Merging Company
which are owned by the Receiving Company or the Merging Company are not
included in the merger consideration. The aggregate merger consideration is
reduced by the number of shares of the Merging Company which are held by the
Receiving Company and the Merging Company at the time of registration of the
merger. 



In the merger, a merger consideration shall be no more than three million,
three hundred and ninety-two thousand, three hundred and fifty-two (3,392,352)
Elisa shares. If the above-mentioned share transfers from subsidiaries to the
ownership of Elisa Oyj has been carried out by the merger, the merger
consideration is approximately one million, seven hundred and fifty-eight
thousand, eight hundred and sixteen (1,758,816), Elisa shares. 



No other consideration shall be paid than that referred to in this paragraph.



5. Proposal for the division of the merger consideration, time of merger
consideration payment, and other terms related to the merger consideration
payment, and the grounds thereof 



The merger consideration, as defined in Section 4, will be distributed to
shareholders of Kymen Puhelin in relation to their shareholding, provided that: 



-  the recipient of the consideration has informed Elisa or a third party named
by Elisa of their book-entry account number; 



- the recipient of the consideration has provided Elisa or a third party named
by Elisa with share certificates, if share certificates have been issued for
the shares owned by the recipient of the consideration; 



-  if no share certificates have been issued for the shares owned by the
recipient of the consideration, the recipient was, on the date on which the
execution of the merger was registered, registered in the Kymen Puhelin share
register, or can provide Elisa or a third party named by Elisa with a
sufficient, reliable and acceptable account of their title and ownership. 



The merger consideration shall be recorded in book-entry accounts immediately
after the execution of the merger has been registered. 



If a Kymen Puhelin shareholder entitled to merger consideration has not handed
over any share certificates issued for Kymen Puhelin shares to Elisa or a third
party named by Elisa, or provided their book-entry account number or a bank
account number for the payment of merger consideration before the registration
of the execution of the merger, the merger consideration shall not be paid
until the recipient of the consideration has handed over the share certificates
and/or provided the information regarding the book-entry account. 



If a Kymen Puhelin shareholder entitled to merger consideration has not handed
over any share certificates issued for the shares they own and/or provided
their book-entry account number to Elisa or a third party named by Elisa for
the payment of the merger consideration within ten (10) years of the
registration of the execution of the merger, shareholders at a shareholders'
meeting of Elisa may decide to cancel the right to the merger consideration and
any rights based on it. 



The merger consideration shall be determined on the basis of the mutual
relationship between the values of Elisa and Kymen Puhelin. The parties and
their shares have been valued on the basis of generally used valuation
principles. For Kymen Puhelin, the valuation has primarily relied on a
financial analysis based on the company's projected cash flows and on a peer
company analysis. Elisa's value is based on the long volume-weighted average
price on the NASDAQ OMX Helsinki. 



On the basis of negotiations and various reports, the Boards of Directors of
the Merging Companies have come to the conclusion that the proposed payment of
consideration is correct and justified. 



6. Statement of the stock options and other share-based special rights of the
Merging Company 



The Merging Company has not issued any stock options or other special rights
entitling to shares. 



7. Issue of Elisa shares



To pay the merger consideration, a share issue of shares in Elisa will be
executed by the date of the merger registration on the basis of a decision of
Elisa's Annual General Meeting on 18 March 2010. The share issue shall consist
of no more than three million, three hundred and ninety-two thousand, three
hundred and fifty-two (3,392,352) new Elisa shares. Shares will be issued as
merger consideration to shareholders of Kymen Puhelin other than Elisa in
accordance with this merger plan. There is an important financial reason for
waiving the pre-emptive rights of existing shareholders as it enables the
execution of the merger. 



In connection with the share issue related to the merger, the consideration of
the share issue will be recorded in the invested free equity fund. The amount
to be recorded on the balance sheet is determined in accordance with paragraph
8 of the merger plan. 



The shares offered as merger consideration shall entitle the holder to equal
rights with other Elisa shares following the registration of the execution of
the merger. Elisa's share capital will not be increased at the time of the
merger. 



8. Statement on the assets, liabilities and shareholders' equity of the Merging
Company and factors affecting their measurement, the effect of the merger on
Elisa's balance sheet, and the accounting methods applied to the merger 



The assets, liabilities and shareholders' equity of the Merging Company as at
31 December 2012 are shown in Annex 1. 



The balance sheet items of the Merging Company will be recognized on the
balance sheet of the Receiving Company, applying the accounting principles
below. 



The merger of the accounts of the Merging Companies is made using the
acquisition cost method, so that the assets and liabilities of the Merging
Company are transferred to the Receiving Company. The valuation principle of
assets and liabilities in the indicated carrying amounts in the final financial
statement of the Merging Company. 



The values for the transferring assets and liabilities to be recorded in the
balance sheet of the Receiving Company will be finally determined on the basis
of the final account of the Merging Company, to be prepared on the date on
which the execution of the merger is registered. In accordance with the final
accounts of the Merging Company, liabilities will be recognised in the
liabilities of the Receiving Company, with the exception of potential
liabilities of the Merging Company to the Receiving Company (the corresponding
amounts have been recorded on the assets of the Receiving Company). These
liabilities and/or assets will cease to exist, at the time of the merger. 



The potential merger gain or loss is treated in the host company accounting
rules. The estimated amount of the merger loss is five million euro (EUR
5,000,000). 



9. Proposal for the right of the companies participating in the merger to
decide on arrangements other than standard business practice 



During the merger procedure, the Merging Company agrees not to engage in or
decide to engage in any unusual or far-reaching or otherwise non-standard
business activities, or substantially increase its liabilities without the
consent of the Receiving Company. The Merging Company shall obtain the consent
of the Receiving Company to issue new or transfer existing shares, or to pay
dividends, or to plan or carry out distributions or repurchases or redeem its
own shares, or plan or take other arrangements which affect or may affect the
share capital or number of shares of the Merging Company. 



The Receiving Company has the right to take or decide to take actions regarding
the capital or number of shares of the Receiving Company, as well as other
arrangements affecting the normal course of business in measures and schemes,
provided that such measures and/or arrangements will not significantly change
the financial basis on which the merger consideration has been determined. 



The host company has the right to repurchase its own shares under the
authorization granted in its Annual General Meeting on 25 March 2013, provided
that it will be based on a regulated market in continuous trading at the market
price and it does not significantly change the financial basis on which the
merger consideration has been determined. 



The Receiving Company still has the right to cancel its own shares in its
possession. Even though the cancellation will reduce the number of shares in
the Receiving Company, the opinion of the Parties is that it will not alter the
financial basis on which the merger consideration has been determined. 



The Receiving Company shall continue to have the right to make decisions
regarding share issues under a decision of an Annual General Meeting of Elisa,
or of the Board of Directors, if the share price to be paid in the share issue
is the same as the market price of Elisa shares on the NASDAQ OMX Helsinki. In
the opinion of the Parties, it will not alter the financial basis on which the
merger consideration has been determined. 



Making decisions referred to in Chapter 16, Section 3, paragraph 2(10) of the
Limited Liability Companies Act for both Parties requires the prior consent of
the Boards of Directors of both Parties. 



10. Capital loans



The companies participating in the merger have no capital loans as referred to
in Chapter 16, Section 3, paragraph 2(11) of the Limited Liability Companies
Act. 



11. Shareholdings of the Merging Companies



The Merging Company and its subsidiaries do not own shares in the Receiving
Company. 



Elisa and its subsidiary companies own shares in the Merging Company as follows:

-  Elisa Oyj, 615 shares

-  Telekarelia Oyj, 383 shares

-  PPO-Yhtiöt Oy, 10,961 shares.



Kymen Puhelin and its subsidiaries own shares in the company being acquired as
follows: 

-  Kotkan Tietoruutu Oy, 41 shares

-  Optimiratkaisut Oy, 2 shares



12. Commercial mortgages



The commercial mortgages given by the Merging Company are listed in Annex 2.
The commercial mortgages are given as collateral for the company's obligations. 



No mortgage for assets of Elisa has been given.



13. The benefits and rights granted in connection with the merger



Members of the Kymen Puhelin Supervisory Board, Board members of the companies
participating in the merger, their managing directors and auditors shall not be
offered any special benefits or rights in connection with the merger, as stated
in the Limited Liability Companies Act, Chapter 16, Section 3, paragraph 2(14),
nor will any such benefits be offered to the authorized public accountants
issuing a statement on the merger. 



The auditor issuing the statement of the merger shall be paid reasonable
invoiced fee. 



14. Proposal for a planned registration of the execution of merger



The merger will take effect once the notification of the execution of merger
has been registered. The planned registration date is 31 December 2013. 





15. Other merger terms and conditions



The companies participating in the merger undertake to act in line with the
objectives and purpose of this merger plan and to take it duly into
consideration in all their decision-making, unless otherwise agreed in this
merger plan. 



If the merging company's financial viability of the business in quality or
extent or liabilities or responsibilities will after signing of the merger plan
face material adverse change that can not be rectified in good time before the
execution of the merger notification of the registration period for expiration,
and if such a change can be expected to have a significant negative impact on
the company's value i.e. alter the financial basis on which the merger
consideration was determined, other party of the merging entities is entitled
to withdraw from the proposed merger with effect from the implementation of the
merger will lapse. Before the withdrawal decision is made, ?the merging
companies have to negotiate a solution to avoid expiration of the merger if the
negotiations are possible to schedule. 



If either of the merging companies is acting in contrary to the principles
agreed in paragraph 9, the other merging company is entitled to withdraw from
the proposed merger with effect that the merger will lapse. The corresponding
withdraw ability for the merging companies exists in the event that the other
merging company has not given to the other party the right and adequate
information in its knowledge of the substantial facts that effect the merger. 



The Boards of Directors of the Merging Companies are hereby authorised to make
joint decisions regarding any technical modifications in the merger plan or its
appendices possibly required by the authorities or otherwise deemed
appropriate. 



The Merging Companies purpose is, and the companies will operate in such a way,
that this merger of the merger plan is treated as a going concern basis, i.e.
tax neutral as stated for the taxation of business income in the Income Tax
Act, Sections 52a and 52b, and elsewhere in the tax laws. 



16. Date and signatures



This merger plan has been drawn up in three (3) copies, one (1) for the Merging
Company, one (1) for the Receiving Company, and one (1) for the authorities. 





Kotka, 10 June 2013



KYMEN PUHELIN OY





Mikko Luoma                                 Teppo Sainio                       
        Leena Kaunisto 



Paul Korpi-Tassi                 Vesa Pirtilä                               
Ari-Pekka Saari 





Helsinki, 10 June 2013



ELISA OYJ





Raimo Lind                      Ari Lehtosaari                            
Leena Niemistö 



Eira Palin-Lehtinen              Mika Salmi                                 
Jaakko Uotila 



Mika Vehviläinen







MERGER PLAN (unofficial translation)



The Boards of Directors of the assigned companies have approved the content of
the merger plan: 





1. Companies participating in the merger



The Receiving Company:



Business name: Elisa Oyj

Business ID: 0116510-6

Domicile: Helsinki, Finland

Postal Address: PO Box 1, 00061 ELISA

(Hereinafter referred to as “Elisa” or the “Receiving Company”)



The Merging Company:



Business name: Telekarelia Oy

Business ID: 0160241-7

Domicile: Joensuu, Finland

Postal address: Vaskelantie 1, 81100 KONTIOLAHTI

(Hereinafter referred to as “Telekarelia” or the “Merging Company”)



(Elisa and Telekarelia hereinafter referred to collectively as the “Parties” or
the “Merging Companies”) 



2. The merger and its motive



The above-mentioned Merging Company will merge with the Receiving Company as
stated in the Limited Liability Companies Act, Chapter 16, Section 2(1),
paragraph 1) by way of absorption in accordance with the terms and conditions.
All the Merging Company's assets and liabilities will be transferred without
liquidation to the Receiving Company and the Merging Company will be dissolved
in this merger. 



It is the opinion of the Boards of Directors of the companies participating in
the merger that the business activities of the companies participating in the
merger on the whole complement each other, and that combining these activities
will generate a stronger and more competitive entity. 





3. Articles of Association of the Receiving Company



The merger will not require any amendments to the Articles of Association of
the Receiving Company. 



4. Shares issued as merger consideration



The shareholders of Telekarelia will receive a merger consideration in the form
of new Elisa shares such that each share in Telekarelia will be exchanged for
twenty-five (25), Elisa shares (hereinafter the “Conversion Rate”). 



At the time the merger is signed, Elisa Oyj holds a total of three thousand one
hundred and eighty-one (3.181) Telekarelia shares. Elisa's wholly-owned
subsidiary PPO-Yhtiöt Oy owns a total of fifteen thousand, four hundred and two
(15.402) Telekarelia shares. Telekarelia shares owned by Elisa's other
subsidiaries are listed in Section 11. 



Telekarelia does not have any treasury shares. Shares owned by subsidiaries of
Telekarelia are listed in Section 11. 



Shareholders other than the Elisa Group of companies own nine thousand, two
hundred and eighteen (9.218), Telekarelia shares. 



The above-mentioned shares held by Elisa Group companies are to be transferred
before the merger to the ownership of Elisa Oyj. In view of the Limited
Liability Companies Act, Chapter 16, Section 16, shares in the Merging Company
which are owned by the Receiving Company or the Merging Company are not
included in the merger consideration. The aggregate merger consideration is
reduced by the number of shares of the Merging Company which are held by the
Receiving Company and the Merging Company at the time of registration of the
merger. 



In the merger, a merger consideration shall be no more than six hundred and
fifteen thousand and five hundred (615,500) Elisa shares. If the
above-mentioned share transfers from subsidiaries to the ownership of Elisa Oyj
has been carried out by the merger, the merger consideration is approximately
two hundred and thirty thousand, four hundred and fifty (230,450), Elisa
shares. 



No other consideration shall be paid than that referred to in this paragraph.



5. Proposal for the division of the merger consideration, time of merger
consideration payment, and other terms related to the merger consideration
payment, and the grounds thereof 



The merger consideration, as defined in Section 4, will be distributed to
shareholders of Telekarelia in relation to their shareholding, provided that: 



-  the recipient of the consideration has informed Elisa or a third party named
by Elisa of their book-entry account number; 



-  the recipient of the consideration has provided Elisa or a third party named
by Elisa with share certificates, if share certificates have been issued for
the shares owned by the recipient of the consideration; 



-  if no share certificates have been issued for the shares owned by the
recipient of the consideration, the recipient was, on the date on which the
execution of the merger was registered, registered in the Telekarelia share
register, or can provide Elisa or a third party named by Elisa with a
sufficient, reliable and acceptable account of their title and ownership. 



The merger consideration shall be recorded in book-entry accounts immediately
after the execution of the merger has been registered. 



If a Telekarelia shareholder entitled to merger consideration has not handed
over any share certificates issued for Telekarelia shares to Elisa or a third
party named by Elisa, or provided their book-entry account number or a bank
account number for the payment of merger consideration before the registration
of the execution of the merger, the merger consideration shall not be paid
until the recipient of the consideration has handed over the share certificates
and/or provided the information regarding the book-entry account. 



If a Telekarelia shareholder entitled to merger consideration has not handed
over any share certificates issued for the shares they own and/or provided
their book-entry account number to Elisa or a third party named by Elisa for
the payment of the merger consideration within ten (10) years of the
registration of the execution of the merger, shareholders at a shareholders'
meeting of Elisa may decide to cancel the right to the merger consideration and
any rights based on it. 



The merger consideration shall be determined on the basis of the mutual
relationship between the values of Elisa and Telekarelia. The parties and their
shares have been valued on the basis of generally used valuation principles.
For Telekarelia, the valuation has primarily relied on a financial analysis
based on the company's projected cash flows and on a peer company analysis.
Elisa's value is based on the long volume-weighted average price on the NASDAQ
OMX Helsinki. 



On the basis of negotiations and various reports, the Boards of Directors of
the Merging Companies have come to the conclusion that the proposed payment of
consideration is correct and justified. 



6. Statement of the stock options and other share-based special rights of the
Merging Company 



The Merging Company has not issued any stock options or other special rights
entitling to shares. 



7. Issue of Elisa shares



To pay the merger consideration, a share issue of shares in Elisa will be
executed by the date of the merger registration on the basis of a decision of
Elisa's Annual General Meeting on 18 March 2010. The share issue shall consist
of no more than six hundred and fifteen thousand, five hundred (615.500) new
Elisa shares. Shares will be issued as merger consideration to shareholders of
Telekarelia other than Elisa in accordance with this merger plan. There is an
important financial reason for waiving the pre-emptive rights of existing
shareholders as it enables the execution of the merger. 



In connection with the share issue related to the merger, the consideration of
the share issue will be recorded in the invested free equity fund. The amount
to be recorded on the balance sheet is determined in accordance with paragraph
8 of the merger plan. 



The shares offered as merger consideration shall entitle the holder to equal
rights with other Elisa shares following the registration of the execution of
the merger. Elisa's share capital will not be increased at the time of the
merger. 



8. Statement on the assets, liabilities and shareholders' equity of the Merging
Company and factors affecting their measurement, the effect of the merger on
Elisa's balance sheet, and the accounting methods applied to the merger 



The assets, liabilities and shareholders' equity of the Merging Company as at
31 December 2012 are shown in Annex 1. 



The balance sheet items of the Merging Company will be recognized on the
balance sheet of the Receiving Company, applying the accounting principles
below. 



The merger of the accounts of the Merging Companies is made using the
acquisition cost method, so that the assets and liabilities of the Merging
Company are transferred to the Receiving Company. The valuation principle of
assets and liabilities in the indicated carrying amounts in the final financial
statement of the Merging Company. 



The values for the transferring assets and liabilities to be recorded in the
balance sheet of the Receiving Company will be finally determined on the basis
of the final account of the Merging Company, to be prepared on the date on
which the execution of the merger is registered. In accordance with the final
accounts of the Merging Company, liabilities will be recognised in the
liabilities of the Receiving Company, with the exception of potential
liabilities of the Merging Company to the Receiving Company (the corresponding
amounts have been recorded on the assets of the Receiving Company). These
liabilities and/or assets will cease to exist, at the time of the merger. 



The potential merger gain or loss is treated in the host company accounting
rules. The estimated amount of the merger loss is one million Euros (EUR
1,000,000). 



9. Proposal for the right of the companies participating in the merger to
decide on arrangements other than standard business practice 



During the merger procedure, the Merging Company agrees not to engage in or
decide to engage in any unusual or far-reaching or otherwise non-standard
business activities, or substantially increase its liabilities without the
consent of the Receiving Company. The Merging Company shall obtain the consent
of the Receiving Company to issue new or transfer existing shares, or to pay
dividends, or to plan or carry out distributions or repurchases or redeem its
own shares, or plan or take other arrangements which affect or may affect the
share capital or number of shares of the Merging Company. 



The Receiving Company has the right to take or decide to take actions regarding
the capital or number of shares of the Receiving Company, as well as other
arrangements affecting the normal course of business in measures and schemes,
provided that such measures and/or arrangements will not significantly change
the financial basis on which the merger consideration has been determined. 



The host company has the right to repurchase its own shares under the
authorization granted in its Annual General Meeting on 25 March 2013, provided
that it will be based on a regulated market in continuous trading at the market
price and it does not significantly change the financial basis on which the
merger consideration has been determined. 



The Receiving Company still has the right to cancel its own shares in its
possession. Even though the cancellation will reduce the number of shares in
the Receiving Company, the opinion of the Parties is that it will not alter the
financial basis on which the merger consideration has been determined. 



The Receiving Company shall continue to have the right to make decisions
regarding share issues under a decision of an Annual General Meeting of Elisa,
or of the Board of Directors, if the share price to be paid in the share issue
is the same as the market price of Elisa shares on the NASDAQ OMX Helsinki. In
the opinion of the Parties, it will not alter the financial basis on which the
merger consideration has been determined. 



Making decisions referred to in Chapter 16, Section 3, paragraph 2(10) of the
Limited Liability Companies Act for both Parties requires the prior consent of
the Boards of Directors of both Parties. 



10. Capital loans



The companies participating in the merger have no capital loans as referred to
in Chapter 16, Section 3, paragraph 2(11) of the Limited Liability Companies
Act. 



11. Shareholdings of the Merging Companies



The Merging Company and its subsidiaries do not own shares in the Receiving
Company. 



Elisa and its subsidiary companies own shares in the Merging Company as follows:

-  Elisa Oyj, 3.181 shares

-  PPO-Yhtiöt Oy, 15,402 shares.



Telekarelia and its subsidiaries do not own shares in the company being
acquired. 



12. Commercial mortgages



The commercial mortgages given by the Merging Company are listed in Annex 2.
The commercial mortgages are given as collateral for the company's obligations. 



No mortgage for assets of Elisa has been given.



13. The benefits and rights granted in connection with the merger



Members of the Telekarelia Supervisory Board, Board members of the companies
participating in the merger, their managing directors and auditors shall not be
offered any special benefits or rights in connection with the merger, as stated
in the Limited Liability Companies Act, Chapter 16, Section 3, paragraph 2(14),
nor will any such benefits be offered to the authorized public accountants
issuing a statement on the merger. 



The auditor issuing the statement of the merger shall be paid reasonable
invoiced fee. 



14. Proposal for a planned registration of the execution of merger



The merger will take effect once the notification of the execution of merger
has been registered. The planned registration date is 31 December 2013. 





15. Other merger terms and conditions



The companies participating in the merger undertake to act in line with the
objectives and purpose of this merger plan and to take it duly into
consideration in all their decision-making, unless otherwise agreed in this
merger plan. 



If the merging company's financial viability of the business in quality or
extent or liabilities or responsibilities will after signing of the merger plan
face material adverse change that can not be rectified in good time before the
execution of the merger notification of the registration period for expiration,
and if such a change can be expected to have a significant negative impact on
the company's value i.e. alter the financial basis on which the merger
consideration was determined, other party of the merging entities is entitled
to withdraw from the proposed merger with effect from the implementation of the
merger will lapse. Before the withdrawal decision is made,?the mergingcompanies have to negotiate a solution to avoid expiration of the merger if the
negotiations are possible to schedule. 



If either of the merging companies is acting in contrary to the principles
agreed in paragraph 9, the other merging company is entitled to withdraw from
the proposed merger with effect that the merger will lapse. The corresponding
withdraw ability for the merging companies exists in the event that the other
merging company has not given to the other party the right and adequate
information in its knowledge of the substantial facts that effect the merger. 



The Boards of Directors of the Merging Companies are hereby authorised to make
joint decisions regarding any technical modifications in the merger plan or its
appendices possibly required by the authorities or otherwise deemed
appropriate. 



The Merging Companies purpose is, and the companies will operate in such a way,
that this merger of the merger plan is treated as a going concern basis, i.e.
tax neutral as stated for the taxation of business income in the Income Tax
Act, Sections 52a and 52b, and elsewhere in the tax laws. 



16. Date and signatures



This merger plan has been drawn up in three (3) copies, one (1) for the Merging
Company, one (1) for the Receiving Company, and one (1) for the authorities. 





Kontiolahti, 10 June 2013



TELEKARELIA OY





Paul Korpi-Tassi                 Juha Koljonen                    Arto Kuosmanen



Ari Punkkinen                    J          Jyrki Arjanne







Helsinki, 10 June 2013



ELISA OYJ







Raimo Lind                      Ari Lehtosaari        Leena Niemistö



Eira Palin-Lehtinen              Mika Salmi             Jaakko Uotila



Mika Vehviläinen