2007-11-28 07:30:30 CET

2007-11-28 07:30:30 CET


REGULATED INFORMATION

English
Elisa - Company Announcement

ELISA'S BOARD ANNOUNCES THE RATIONALE OF ITS VIEWS REGARDING NOVATOR FINLAND OY'S PROPOSAL TO THE EGM ON 21 JANUARY 2008


Novator Finland Oy has on 21 November 2007 demanded pursuant to the
Finnish companies act (chapter 5, section 4), that Elisa ("Elisa" or
the "Company") call an extraordinary shareholders' meeting to decide
upon proposals made by Novator Finland Oy.  Upon this request, the
Board has resolved to convene an extraordinary meeting of
shareholders on 21 January 2008.

Novator has through a press release on 22 November 2007 outlined the
reasons for its proposals to amend Elisa's corporate structure and
strategy.  Novator's proposals to the extraordinary meeting of
shareholders include (i) releasing the current members of the Board
of Directors from their office, (ii) election of a new Board of
Directors and (iii) amendment of the Articles of Association
including the structure and strategy of the group (the complete
proposal is enclosed).

The Board of Elisa (the "Board") considers it to be its duty to
provide the rationale of its views regarding Novator's proposals in
order to ensure that all of Elisa's shareholders have sufficient
information to make an informed decision at the extraordinary
shareholders' meeting.

The Board is concerned about the implications for shareholders of the
proposed amendment of the corporate structure and articles of
association of Elisa.  Such proposed amendment would shift
significant decision making power away from Elisa's shareholders to
the Board.  As Elisa principally operates in one field of business,
the Board believes that fundamental changes to Elisa's businesses and
operations should in accordance with good corporate governance be a
matter to be decided by the Company's shareholders.  This measure of
control is in the interest of all shareholders who seek exposure to
Elisa based on its current business and prospects, and not a
substantially different business composition.   In addition, Elisa
has a broadly distributed shareholder base, which makes it possible
to control the election of the Board of Directors at a general
meeting of shareholders even with a relatively limited holding.

Given that Novator has proposed that the structure and operations of
the Company are renewed, the Board wants to summarise the strategy of
the Company.  During the past four years, Elisa has executed the two
first steps of its Group strategy, the first step being the
integration of One Elisa, the second step being strengthening of its
market position. The successful execution of the current strategy has
resulted in total shareholder returns that have substantially
exceeded that of European telecommunications indices. In the past
four years, during the execution of the current strategy, Elisa's
total shareholder returns (share price appreciation plus dividends)
have been 149% as compared to the total return of the MSCI Europe
Telecommunications Services Index of 74%.

The third phase of Elisa's strategy is to grow in new services and
new markets.  Elisa believes that the growth opportunities in new
services are substantial and give Elisa an opportunity to grow
outside its traditional telecommunications services businesses.  The
Board believes that Elisa's customer base of advanced Internet and 3G
users provides an excellent population of sophisticated users in
which to test and develop new services.  An example of such new
services is the Wippies-service (www.wippies.com).  Other new
services will be launched in the near future.  The Board is also
active in seeking new acquisition opportunities in this area to
further utilise Elisa's skills and strengths.

During the past four years, Elisa has actively consolidated the
Finnish telecommunications market and acquired new service
businesses.  Elisa has in the past two years also evaluated a number
of international and new services acquisition opportunities, but has
decided not to pursue these opportunities as prices have been
perceived to be too high.  The Board believes that even in hindsight
this has been the right choice.  Elisa has recently strengthened its
new business development and acquisition capabilities.  Elisa will
continue to actively evaluate acquisition opportunities to support
its strategy.  In addition, while seeking profitable growth
opportunities, Elisa plans to continue its pro-active capital
structure and distribution policy.

The Board believes that Elisa's current corporate structure and
Articles of Association fully support the execution of its strategy.

Given the reasons stated above, the Board does not believe that
shareholders' best interests are served by the proposal of Novator.

The Board will continue to proactively review the strategy and
structure of Elisa in order to continue its aim to grow shareholder
value for Elisa's shareholders.

ELISA CORPORATION

Board of Directors

Pekka Ketonen, Chairman of the Board will provide further
information. To schedule discussions, please contact

Vesa Sahivirta, Director IR and Financial Communication (+358 50 520
5555)
Juha Kervinen, Group Treasurer (+358 50 555 3625)

Additional materials can be found on www.elisa.com/investors

Distribution:

Helsinki Stock Exchange
Principal Media



ENCLOSURE




Novator Finland Oy's proposals to the General Meeting:

1. Release of the current members of the Board of Directors from
their office.

Novator Finland Oy proposes that all of the current members of the
Board of Directors of the Company be released with immediate effect
from their office by a resolution of the Extraordinary General
Meeting.

2. Election of a new Board of Directors.

Novator Finland Oy proposes to elect a new Board of Directors of the
Company at the Extraordinary General Meeting. The new Board of
Directors may include current members of the Board of Directors of
the Company.

3. Amend the Articles of Association.

Novator Finland Oy proposes that the Extraordinary General Meeting
resolves to amend Paragraph 2 (Field of Activity) of the Articles of
Association of the Company to read as follows:"The Company may. directly by itself and/or through its subsidiaries
and/or associated companies, (i) carry on general telecommunications
business in Finland and abroad, provide telecommunications services
and related equipment as well as carry on consultation, research and
inspection activities in respect of telecommunications, and/or (ii)
own real property and securities as well as trade in securities and
carry on investments and financing activities. The Company shall in
its operations pay attention to the requirements of bilingualism."

The proposed amendment would allow the newly elected Board of
Directors to initiate the necessary actions for the restructuring of
the Company and its operations, which could include the establishment
of a subsidiary into which all of the operative business of the
Company would be transferred. Novator Finland Oy believes that such
structure would increase the flexibility of the Company's management
and operations, financial structure, risk profile and future
direction and would therefore be beneficial for the Company and all
of its shareholders.