Elisa - Notice to general meeting

Notice to Elisa’s Annual General Meeting

ELISA STOCK EXCHANGE RELEASE 3 FEBRUARY 2012 AT 8.31 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 Wednesday, April 4th, 2012 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 2011

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 2011 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 2011. 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 April 11th, 2012. The Board of Directors proposes that the
dividend be paid on April 18th, 2012. 



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 

The Board's Compensation and Nomination Committee 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

The Board's Compensation and Nomination Committee proposes to the Annual
General Meeting that the number of Board members to be six (6). 



12. Election of members of the Board of Directors

The Board's Compensation and Nomination Committee proposes to the Annual
General Meeting that Ari Lehtoranta, Raimo Lind, Leena Niemistö and Eira
Palin-Lehtinen be re-elected as members of the Board of Directors and Mika
Salmi and Mika Vehviläinen be elected as new members of the Board of Directors.
The term of the members ends at the close of the Annual General Meeting in
2013. 



The new proposed Board member Mika Salmi has various positions in media
business and Mika Vehviläinen is the CEO of Finnair. 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 one (1)
auditor be elected. 



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 2012. 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 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 30th, 2013 and terminate the authorization for
repurchasing granted by the Annual General Meeting on March 25th, 2011. 



17. Board's Proposal for Establishment of a Shareholders' Nomination Board



The Board of Directors proposes to the Annual General Meeting to establish a
Shareholders' Nomination Board to prepare proposals for the election and
remuneration of the members of the Board of Directors to Annual General
Meetings. In addition, the Board of Directors proposes the adoption of the
Charter of the Shareholders' Nomination Board. 



The Chairman of the Board of Directors shall be in charge of identifying the
largest shareholders of the company on 31 August of each year. The right to
nominate shareholder representatives shall be vested with the four shareholders
of the company having the largest share of votes in the company on 31 August
preceding the Annual General Meeting. Should a shareholder not wish to exercise
its right to appoint a member, the right shall be transferred to the next
largest shareholder. The largest shareholders shall be determined on the basis
of the shareholdings registered in the book-entry system. 



The Shareholders' Nomination Board comprises of those four members nominated by
shareholders and the Chairman of the Board of Directors. The Shareholders'
Nomination Board will elect a Chairman from amongst its members. 



18. 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.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 9th, 2012 at the latest. The proposals of the
Board of Directors and the financial statements are also available at the
Meeting.  The minutes of the Meeting will be available on the above-mentioned
website as from April 18th, 2012 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 Friday March 23rd, 2012 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 Wednesday March 28th, 2012 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 23rd, 2012. 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 30th, 2012 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 management organization 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 2nd, 2012
the total number of shares and votes in Elisa Corporation is 166,662.763. 



ELISA CORPORATION



Vesa Sahivirta

Director, IR and Financial Communication

tel. +358 10 262 3036



Distribution:



NASDAQ OMX Helsinki

Major Media

www.elisa.com





APPENDIX



Board of Director's proposal: Charter of the Shareholders' Nomination Board of
Elisa Corporation 



1. Background and purpose



The Shareholders' Nomination Board (the "SNB") of Elisa Corporation is a body
of shareholders responsible for preparing the proposals to the Annual General
Meeting for the election and remuneration of the members of the Board of
Directors. 



The main purpose of SNB is to ensure that the Board of Directors and its
members maintain and represent a sufficient level of knowledge and competence
for the needs of the company and for this purpose to prepare well-founded
proposals for the election and remuneration of the members of the Board of
Directors to the Annual General Meeting. 



2. Election and composition of SNB



SNB consists of five (5) members. Four members shall represent the four
shareholders who on 31 August preceding the Annual General Meeting represent
the largest number of the votes of all shares in the company and who wish to
participate in the nomination process. The Chairman of the Board of Directors
shall be the fifth member of SNB. The SNB shall elect the Chairman from amongst
its members. 



The largest shareholders are determined on the basis of the shareholdings
registered in the book-entry system. In case two shareholders own an equal
amount of shares and votes and representatives of both shareholders cannot be
appointed to SNB, the decision shall be made by drawing lots. Shareholder, who
has divided its ownership e.g. into a number of funds and has an obligation to
disclose changes in its shareholding under the Finnish Securities Markets Act,
has a right to demand that its shareholding be counted as one by notifying the
Chairman of the Board of Directors of Elisa Corporation in writing by 31 August
preceding the Annual General Meeting. 



Term of the office of SNB expires after the new SNB has been appointed.



Should a shareholder divest more than half of its shareholding, and as result
of the divestment no longer be amongst the ten largest shareholders of Elisa
Corporation, the appointed representative of such shareholder shall resign. The
appointed representative shall exclude him/her from the work of the SNB or
resign in case of conflict of interest. SNB may appoint a new member to replace
a prematurely vacated seat. It is in the discretion of SNB to offer a vacant
seat to a shareholder of Elisa Corporation. SNB must decide on replacements if
the number of SNB members decreases to less than three during its term of
office. 



3. Decision-making



SNB shall have a quorum when more than half of its members are present. No
decision shall be made, unless all members have been reserved the possibility
to consider the matter and participate in the meeting. 



Decisions of SNB shall be unanimous. If consensus cannot be reached, members of
SNB shall present their own proposals to the General Meeting individually or
jointly with other members of SNB. 



All decisions of SNB must be recorded in SNB's minutes. The minutes shall be
dated and numbered and preserved in a safe manner. The minutes shall be signed
by the Chairman together with at least one SNB member. 



4. Duties of SNB



The duties of SNB shall include:


  -- to prepare the proposal to the Annual General Meeting on matters pertaining
     to the remuneration of
 the members of the Board of Directors 
  -- to prepare the proposal to the Annual General Meeting on the number of the
     members of the Board of Directors
  -- to prepare the proposal to the Annual General Meeting on the appointment of
     the members of the Board of Directors
  -- to take care of the succession planning of the members of the Board of
     Directors
  -- to present the proposal to the Annual General Meeting on matters pertaining
     to the remuneration of the members of the Board of Directors
  -- to present the proposal to the Annual General Meeting on the number of the
     members of the Board of Directors
  -- to present the proposal to the Annual General Meeting on the appointment of
     members of the Board of Directors.



4.1. General rules on preparing the proposal



The proposal to be presented to the Annual General Meeting on the composition
of the Board of Directors is prepared by SNB. However, any shareholder of the
company may also make such a proposal directly to the Annual General Meeting. 



The performance of the current Board of Directors is assessed annually and the
results are notified to SNB when it prepares the proposal for the composition
of the new Board of Directors. SNB shall take the results of the assessment
duly into account in SNB work. SNB may hear other shareholders and also employ
the services of an outside consultant for candidate search. 



4.2. Qualifications for the members of the Board of Directors



The Board of Directors of the company shall be professionally competent and as
a group have sufficient knowledge of and competence in the company's field of
business and markets. 



In order to ensure the required competence SNB shall take into due
consideration the relevant legislation and requirements set out in the
recommendations of the Finnish Corporate Governance Code. 



In particular, the Board of Directors as a group shall have sufficient
knowledge of and competence in: 



  -- the company's field of business and markets 
  -- the management of a publicly traded company of corresponding size 
  -- accounting 
  -- risk management 
  -- corporate acquisitions and divestments 
  -- corporate governance. 



In addition to the aforementioned SNB shall consider the independence
requirements of the Finnish Corporate Governance Code and the relevant Stock
Exchange rules. 



5. Tasks of the Chairman



The task of the Chairman of SNB is to direct the activities of SNB in such way
that SNB achieves its objectives efficiently and observes the expectations of
the shareholders and interests of the company. 



In this context the Chairman:



  -- convenes and chairs the meetings of SNB, and 
  -- supervises that SNB meetings set out in the timetable are convened, and
     convenes unscheduled meetings, if judging these to be necessary, or if
     requested by a SNB member, to be held within 14 days of the date of
     request.



6. Proposals to the Annual General Meeting



SNB shall present and explain its proposals to the Annual General Meeting. The
proposals shall be included in the notice of the Annual General Meeting and SNB
must submit its proposals to the Board of Directors at the latest on 1 February
preceding the Annual General Meeting. 



SNB shall also provide a report to the Annual General Meeting on how its work
was conducted. The above-mentioned information shall be published on the
website of the company. 



7. Confidentiality



SNB members and shareholders they represent shall keep the information
regarding the proposals confidential until the final decision has been made by
SNB and published by the company. The Chairman of SNB shall have the right at
his/hers discretion to decide whether the company enters into non-disclosure
agreements with the shareholder or its representative in SNB. 



8. Amendments to this charter and authorization



SNB shall review this charter annually and propose possible changes to the
Annual General Meeting. Material changes to the amount of members in the SNB
and their election process will be decided by the general meeting of
shareholders. SNB is authorized to execute necessary technical updates and
amendments to this charter.