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2008-02-12 08:00:00 CET 2008-02-12 08:00:48 CET REGULATED INFORMATION Elisa - Notice to general meetingELISA'S ANNUAL GENERAL MEETINGElisa Corporation's shareholders are invited to attend the Annual General Meeting of Shareholders, which is to be held at Helsinki Fair Centre, Messuaukio 1, Helsinki, at 2.00 pm on Tuesday, 18 March 2008. The reception for those registered to attend the meeting, issuance of voting slips and coffee will commence at 12 noon. Issues to be addressed at the meeting 1. Issues to be addressed by the Annual General Meeting pursuant to Section 12 of the Articles of Association. 2. Proposal for capital repayment to shareholders. 3. Board of Directors' proposal to authorise the Board of Directors to decide on the distribution of funds out of free shareholders' equity: - up to a maximum of EUR 250,000,000 - proposed to be valid until the commencement of the next Annual General Meeting. 4. Board of Directors' proposal to authorise the Board of Directors to decide on a share issue and the granting of special rights: - includes powers to issue new shares, assignment of the company's own shares, and award special rights up to a maximum number of 50,000,000 shares; - authorises the Board to make an exemption to the shareholders' pre-emptive rights to subscribe shares; and it is proposed that the authorisation is valid until 31 March 2010. 5. Board of Directors' proposal to authorise the Board of Directors to decide upon the purchase of treasury shares: - up to a maximum of 15,000,000 shares - authorises the Board to purchase shares other than relative to current holdings in the Company and proposed to be valid until 31 August 2009. Capital repayment and disposal of the profit The Board of Directors proposes to the General Meeting that capital be repaid to shareholders to the amount of EUR 1,80 per share on the basis of the balance sheet of 31 December 2007 approved by the General Meeting. EUR 0.80 per share is in accordance with the profit distribution policy and EUR 1.00 constitutes additional distribution of the funds to develop the capital structure. The capital repayment corresponds to 130 per cent of the period's earnings. The Board of Directors proposes that the funds be distributed out of the reserve for invested non-restricted equity. Shareholders who are listed in the company's register of shareholders maintained by the Finnish Central Securities Depository Ltd on 25 March 2008 are entitled to funds distributed by the General Meeting. The Board of Directors proposes that the payment day be 1 April 2008. The profit for the period shall be added to accrued earnings. Auditor After hearing the Committee for Auditing, the Board of Directors has decided to propose at the Annual General Meeting to appoint KPMG Oy Ab, authorised public accountants, as the company's auditor. Viewing of documents The financial statement documents and the aforementioned proposals of the Board of Directors will be available for shareholders' perusal from 15 February 2008 at the latest on the company's Internet site (www.elisa.fi) and at Rajavartijankatu 5, Helsinki (in the lobby). The documents will also be available at the Annual General Meeting. The company will send copies of the documents to shareholders upon request. Eligibility to attend and vote The right to attend the General Meeting and vote belongs to shareholders who: a) have registered for the General Meeting as specified below, and b) are listed as shareholders in the company's register of shareholders maintained by the Finnish Central Securities Depository Ltd on Friday, 7 March 2008. A shareholder who has shares in his/her own name is automatically listed in the register of shareholders. Registration of nominee-registered shares in the register of shareholders The owners of nominee-registered shares who wish to participate in the General Meeting and exercise their voting rights can be temporarily registered in the register of shareholders. The registration must be done on Friday, 7 March 2008 at the latest. The shareholder must contact his/her account operator for temporary registration. Registration for the Annual General Meeting A shareholder who wants to attend the General Meeting must register: a) by mail to Elisa Corporation, Contact Center services / Sö A 6200, P.O. Box 30, FI-00061 ELISA b) by telephone on +358 800 0 6242 on any day of the week from 8.00 am to 8.00 pm c) by fax on +358 10 262 2727, or d) by email yhtiokokous@yhteyspalvelut.elisa.fi. The shareholder's name, possible representative and contact information should be indicated in the registration. The registration must be received by the company no later than on Saturday, 8 March 2008 at 8.00 pm. Submitting proxies in advance Any proxy by which an authorised person shall exercise a shareholder's voting power at the meeting must be submitted to the company on Saturday, 8 March 2008 at 8.00 pm at the latest. The proxy must be signed. Instructions for attendees Voting slips will be distributed to those registered for the meeting at the venue. Shareholders will not receive a separate invitation to the General Meeting. ELISA CORPORATION Vesa Sahivirta Director, IR and Financial Communication Distribution: Helsinki Stock Exchange Principal media APPENDICES Proposals to the General Meeting on 18 March 2008 AUTHORISATION TO DISTRIBUTE FREE EQUITY The Board of Directors proposes that the Annual General Meeting of Shareholders authorise the Board of Directors to pass a resolution concerning the distribution of free equity to the maximum amount of EUR 250,000,000. The free equity may be distributed in one or several instalments. The authorisation is valid until the beginning of the following Annual General Meeting of Shareholders. Equity can be distributed either out of accrued earnings or out of the reserve for invested non-restricted equity. The authorisation does not effect or reduce the amount that the Annual General Meeting in spring 2008 is going to distribute. PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND THE GRANTING OF SPECIAL RIGHTS The Board of Directors proposes that the Annual General Meeting of Shareholders pass a resolution concerning the right of assignment of treasury shares and/or the granting of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act subject to the following: The Board of Directors proposes that, under this authorisation the Board of Directors may decide 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 issue 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. The share issue can be free or for consideration and can be directed to the Company itself subject to the terms and conditions defined by law. The Board of Directors proposes that this authorisation remain in force until 31 March 2010. The authorisation entitles the Board to make an exemption to the pre-emptive right of the shareholders to subscribe new shares subject to the terms and conditions defined by law. The authorisation may be used for making acquisitions or implementing other arrangements related to the Company's business, to finance investments, to improve the company's financial structure, to be used as part of the incentive compensation plan or for other purposes decided by the Board of Directors. The Board of Directors proposes that the authorisation include the right to pass a resolution as to how the subscription price is entered in the Company's balance sheet. The subscription price may be paid with money or partly or in full with other assets (subscription in kind) or by using the receivables due to the subscriber to set off the subscription price. The Board of Directors shall have the right to decide on other matters related to the share issue. PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO PURHCASE THE COMPANY'S OWN SHARES The Board of Directors proposes that the Board of Directors may pass a resolution to purchase the company's own shares to a maximum number of 15,000,000. The authorisation shall be in force until 31 August 2009. The authorisation covers the purchase of shares in the course of public trading on the Helsinki Exchanges in accordance with its rules or through a tender offer made to shareholders. The consideration payable for the shares shall be based on the market price. In purchasing of the Company's own shares derivative, share lending and other contracts customary in the capital market may be concluded pursuant to law and the applicable legal provisions. The authorisation entitles the Board of Directors to pass a resolution to purchase the shares by making an exception to the purchase of shares relative to the current holdings of the shareholders subject to the provisions of the applicable law. The treasury shares may be used for making acquisitions or implementing other arrangements related to the Company's business, to finance investments, to improve the Company's financial structure, to be used as part of the incentive compensation plan or for the purpose of otherwise assigning or cancelling the shares. The Board of Directors shall have the right to decide on other matters related to the purchase of the Company's own shares. |
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