Elisa - Company Announcement

Notice to Elisa’s Annual General Meeting

ELISA STOCK EXCHANGE RELEASE 6 FEBRUARY 2013 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 Monday, March 25th, 2013 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



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 2012

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 of Directors proposes to the Annual General Meeting that the profit
for the financial period 2012 shall be added to accrued earnings and that a
dividend of EUR 1,30 per share be paid based on the adopted balance sheet as of
31 December 2012. The dividend will be paid to the shareholders registered in
the Register of Shareholders held by Euroclear Finland Ltd on the dividend
payment record date March 28th, 2013. The Board of Directors proposes that the
dividend be paid on April 9th, 2013. 



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 and
on the grounds for reimbursement of travel expenses 

Shareholders' Nomination Board proposes to the Annual General Meeting that the
remunerations payable to the members of the Board of Directors be unchanged
from previous year 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 at the end of each quarter withholding tax deducted and the Company's
shares will be purchased with the net payment on the last day of public trading
of the quarter. 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 each share
instalment. The restriction ends earlier in case the member is no longer a
member of the Board of Directors. According to the proposal actual travelling
expenses are reimbursed. 



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

Shareholders' Nomination Board 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

Shareholders' Nomination Board proposes to the Annual General Meeting that Ari
Lehtoranta, Raimo Lind, Leena Niemistö, Eira Palin-Lehtinen, Mika Salmi and
Mika Vehviläinen be re-elected as members of the Board of Directors and Jaakko
Uotila 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
2014. 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 and on the grounds for
reimbursement of travel expenses 

The Board's Audit Committee proposes to the Annual General Meeting that the
auditor be remunerated and travel expenses 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 the
number of auditors would be resolved to be one (1). 



15. Election of Auditor

The Board's Audit Committee proposes to the Annual General Meeting that KPMG Oy
Ab, Authorized Public Accountants Organization, be re-elected as the Company's
auditor for the financial period 2013. KPMG Oy Ab has informed that the auditor
with principal responsibility would be Esa Kailiala, Authorized Public
Accountant. 



16. 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 5,000,000 Elisa shares by using funds in the unrestricted equity. The
repurchase may be carried out in one or several instalments. The price paid for
the shares repurchased under the authorization shall, at the maximum, be the
highest price of Elisa shares in trading on regulated market 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 30th, 2014 and terminate the authorization for
repurchasing granted by the Annual General Meeting on April 4th, 2012. 



17. Closing of the Meeting



B. Documents of the Annual General Meeting

The proposals of the Board of Directors, The Board's Audit Committee and
Shareholders' Nomination Board relating to the agenda of the Annual 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 March 1st, 2013 at the latest. The proposals for the decisions and documents
related to the annual accounts are also available at the Meeting.  The minutes
of the Meeting will be available on the above-mentioned website as from April
8th, 2013 at the latest. 



C. Instructions for the participants in the Annual General Meeting



1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on Wednesday March 13th, 2013 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 is registered in the shareholders' register of the Company
and who wants to participate in the Annual General Meeting, shall register for
the Meeting by giving a prior notice of participation which shall be received
by the Company no later than on Monday March 18th, 2013 at 6:00 p.m. Such
notice can be given: 



a) through Elisa's website www.elisa.fi/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, Yhtiökokousilmoittautumiset, PO Box
138, FI-33101 Tampere, Finland. 



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. Shareholder, his/her authorized representative or proxy
representative shall, where necessary, be able to prove at the Meeting place
their identity and/or right to represent. 



2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she would be
entitled to be registered in the shareholders' register of the Company held by
Euroclear Finland Ltd on March 13th, 2013. The right to participate in the
general meeting requires, in addition, that the shareholder on the basis of
such shares has been temporarily registered into the shareholders' register
held by Euroclear Finland Ltd. at the latest by March 20th, 2013 by 10 a.m. As
regards nominee registered shares this constitutes due registration for the
Annual General Meeting. 



A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary 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 manager of the custodian bank has to register a holder of nominee
registered shares, who wants to participate in the Annual General Meeting,
temporarily into the shareholders' register of the Company at the latest by the
time stated above. 



3. 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 attachment), telefax or regular mail address before the last date
for registration. 



4. Other information

Pursuant to Chapter 5, Section 25 of the Finnish Companies 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. 



On the date of this notice to the Annual General Meeting, February 5th, 2013
the total number of shares and votes in Elisa Corporation is 167.167.782. 



ELISA CORPORATION



Vesa Sahivirta

IR Director

tel. +358 10 262 3036



Distribution:

NASDAQ OMX Helsinki

Major Media

www.elisa.com