English
Published: 2007-03-19 15:40:40 CET
Elisa
Decisions of general meeting
DECISIONS OF THE ANNUAL GENERAL MEETING OF ELISA CORPORATION
On 19 March 2007, and in accordance with the proposal of the Board
of
Directors, Elisa's Annual General Meeting decided to pay a dividend
of EUR
0.50 per share for 2006 and extra dividend of EUR 1.00 per
share, in total EUR
1.50 share be distributed. The dividend approved
by the Annual General Meeting
will be paid to shareholders listed in
the company's share register maintained
by the Finnish Central
Securities Depository Ltd on 22 March 2007. The
dividends will be
paid out starting on 29 March 2006.

The Annual General
Meeting confirmed the financial statements for the
period in question. The
members of the Board of Directors and the CEO
were discharged from liability
for 2006.

The number of the members of the Board of Directors was confirmed
at
six (6), and the present members Pekka Ketonen, Mika Ihamuotila,
Lasse
Kurkilahti, Matti Manner and Ossi Virolainen were re-elected
and Risto
Siilasmaa was elected as a new member to the Boars of
Directors.

KPMG Oy Ab,
authorised public accountants, with APA Pekka Pajamo as
the responsible
auditor, was appointed the company's auditor.

The Annual General Meeting
approved the proposal of the Board of
Directors to amend sections 3, 4, 5, 8, 9
and 12 of the Articles of
Association.

The Annual General Meeting approved the
proposal of the Board of
Directors to authorise the Board of Directors to issue
shares and
special rights. The authorisation is valid until 31 March 2009.
A
maximum aggregate of 30.0 million of the company's shares can be
issued under
the authorization.

The Annual General Meeting decided on the authorisation to
acquire
treasury shares. The authorisation is otherwise as the
original
proposal by the Board of Directors, however, the amount of shares
that
may be purchased under the authorisation was raised to maximum
16,000,000
treasury shares. The authorisation is valid until July 31,
2008.

ELISA

Vesa
Sahivirta
Director, IR and Financial Communication

Distribution:

Helsinki
Stock Exchange
Principal media

Appendix: Articles of Association of Elisa
Corporation


ELISA CORPORATION

Articles of Association,  Decision of the AGM
19 March 2007

1 §
Business name and domicile

The business name of the company
is Elisa Oyj, in Swedish Elisa Abp
and in English Elisa Corporation. The
company is domiciled in
Helsinki.

2 §
Operations of the company

The object of
the company is to practise general domestic and
international
telecommunications operation, provide communications
services and devices
relating thereto and practise consulting,
research and control operations
relating to the communications. The
company shall carry on its operations
either directly or via its
subsidiaries or joint venture companies. The demands
set by
bi-lingualism shall be duly taken into consideration in the
operations
of the company. The company may own real estate and
securities and it may trade
in securities and conduct investment and
finance operations that support its
object.

3 §
Maximum and minimum number of shares

The Company shall have a
minimum of 50,000,000 and a maximum of
1,000,000,000 shares.

4 §
Equality of
shares

All the shares in the Company shall confer equal rights.

5 §
Inclusion
in the book-entry securities system

The shares in the Company are recorded in
the book-entry securities
system.

6 §
Board of Directors

The company has a
Board of Directors that shall consist of no less
than five (5) and no more than
nine (9) members.

The Board of Directors shall be responsible for the
administration
and the proper arrangement of the operations of the company
in
accordance with the law and Articles of Association. The Board of
Directors
shall elect from among its members a Chairman and a Deputy
Chairman.

The Board
of Directors shall elect the Managing Director and the
Deputy Managing
Director.

The Board of Directors may elect from among its members one or
more
committees to support the work.

The term of office of a member of the
Board of Directors shall expire
at the close of the first Annual General
Meeting following the
election.

The Board of Directors shall convene at the
call of the Chairman as
often as the issues require a meeting or when a meeting
is proposed
by the Managing Director. The Board of Directors shall constitute
a
quorum when more than half of its members are present. In the event
of an
equality of votes, the decision of the Board of Directors shall
be the opinion
supported by the Chairman.

7 §
Managing Director

The company has a Managing
Director, who shall manage the company's
day-to-day business activities and
administration in the supervision
of the Board of Directors and in accordance
with its instructions.

8 §
Legal representation

The authorized signatories of
the Company shall be the Chairman of
the Board of Directors and the Managing
Director, both being
empowered to do so severally, and any two members of the
Board of
Directors signing together.

The Board of Directors may grant the
right to sign on behalf of the
Company by having those authorised to do so sign
either jointly two
together, or severally with any member of the Board of
Directors or a
person authorized to do so per procurationem.

Any decision on
the right to sign on behalf of the Company per
procurationem shall be made by
the Board of Directors such that a
person authorized to sign per procurationem
shall do so together with
a member of the Board of Directors, or a person
otherwise authorized
to sign on behalf of the Company, and with a person
authorised to
sign on behalf of the Company per procurationem.

9§
Financial
period

The Company's financial period shall be one calendar year.

10
§
Auditing

The company has no less than one (1) and no more than two
(2)
auditors. The auditors shall be approved by the Central Chamber
of
Commerce. If only one auditor is appointed and it is not an entity
of
auditors, one (1) deputy auditor shall be appointed.

The term of office of
the auditors shall be the financial year during
which they are appointed. The
duties of the auditors shall end at the
conclusion of the first Annual General
Meeting following the expiry
of their terms of office.

11 §
Summons to General
Meeting

The summons to a General Meeting of Shareholders shall be delivered
to
the shareholders by publishing a notice thereof in at least two
(2) newspapers
published regularly in Finland as determined by the
Board of Directors not
earlier than two (2) months and not later than
seventeen (17) days before the
meeting.

In order to attend the General Meeting, a shareholder shall note
the
company of his/her intention to attend such meeting not later than
the date
specified in the summons, which date may not be earlier than
ten (10) days
before the General Meeting.

12 §
General Meeting of Shareholders

The General
Meeting of Shareholders can be held in Helsinki, Espoo or
Vantaa, Finland.

The
Annual General Meeting of Shareholders shall be held each year
before the end
of June and at the meeting the following shall be:

presented

1. financial
statements and the report on operations;
2. the auditor's report;

to be
decided

3. approval of the financial statements;
4. disposal of the profit
shown on the balance sheet;
5. discharge from liability for the Members of the
Board of Directors
and the Managing Director,
6. remunerations and the criteria
for travel cost compensation to the
members of the Board of Directors, and
auditors;
7.  the number of members of the Board of Directors and auditors;

to
be elected

8. Members of the Board of Directors;
9. Auditors and Alternate
Auditor, if applicable.

13 §
Redemption obligation

A shareholder holding,
either alone or together with other
shareholders as defined hereinafter, shares
in the company to such
extent that votes attaching to the shares reach or
exceed 33 1/3 per
cent or 50 per cent (hereinafter, shareholder who is obliged
to
redeem) of the total votes attached to all shares of the company, is
obliged
at the request of other shareholders (hereinafter,
shareholders entitled to
redemption) to redeem their shares and the
securities giving right to such
shares under the Companies Act in the
manner specified in this article.

When
calculating shareholder's proportion of the total number of
shares in the
company and of the votes attached to those shares, to
the shares shall also be
included such shares, the votes of which the
shareholder may, on his own or
jointly with a third party, use on the
basis of a contract or otherwise, as
well as shares which are held by
persons determined above in Clause 13,
subsection 1-4.

If a redemption obligation arises on the basis of
aggregated
shareholdings or numbers of votes, those shareholders being
obliged
to redeem shall jointly and severally attend to the implementation
of
the redemption with respect to the shareholders entitled to
redemption. In
such a situation, a demand for redemption is
considered, even without a
separate demand, to be directed at all
those shareholders who are obliged to
redeem.

Should two shareholders reach or exceed the limit of shareholdings
or
votes resulting in an obligation to redeem, so that both are
simultaneously
obliged to redeem, a shareholder entitled to
redemption may demand a redemption
separately from each shareholder
obliged to redeem.

A redemption obligation
shall not apply to such shares or the
securities giving right to them, which
the shareholder demanding
redemption has acquired after arising of the
redemption obligation.

The redemption price for the shares shall be the higher
of the
following:

1. the weighted average trading price of the shares on the
Helsinki
Exchanges during ten (10) days prior to the day when the
company
received a notice from the shareholder obliged to redeem of that
the
above mentioned proportion of the shareholding or votes had been
reached or
exceeded or, should there be no such notification or
should it not arrive
within due time, when the Board of Directors of
the company otherwise became
aware thereof;

2. the average price weighted with the number of shares, which
the
shareholder obliged to redeem has paid for the shares that he/she
has
acquired or otherwise obtained during the last 12 months preceding
the date
defined in paragraph 1 above.

If an acquisition affecting the average price is
determined in some
other currency than in euros, its corresponding value in
euros shall
be calculated applying to the rate confirmed for such currency by
the
Central Bank of Europe seven (7) days prior to the date on which the
Board
of Directors notifies the shareholders of redemption
obligation.

The foregoing
provisions regarding the determination of the
redemption price for shares shall
also apply to other securities to
be redeemed pursuant hereto.

A shareholder
who is obliged to redeem shall, within seven (7) days
from the time the
redemption obligation arises, notify the company's
Board of Directors in
writing of  such obligation. The notification
shall include information on the
number of shares owned by the
shareholder obliged to redeem and on the number
and prices of shares
acquired or otherwise obtained by notifying shareholder
during the
last twelve (12) months. An address where the shareholder obliged
to
redeem can be reached shall be enclosed to the notification.

The Board of
Directors shall notify the shareholders of any
redemption obligation within 30
days from receiving the above
mentioned notification or, if there is no such
notification or it
does not arrive within due time, after the Board of
Directors has
otherwise become aware of the redemption obligation.
Such
notification shall include information on the time of arising of
the
redemption obligation and on the basis for determination of the
redemption
price, to the extent that they are known to the Board of
Directors and shall
state the date by which a demand for redemption
shall be presented. The
notification to the shareholders shall be
delivered in compliance with the
provisions concerning the delivery
of a summon to the General Meeting as
specified in article 11 above.

A shareholder entitled to redemption shall in
writing demand for
redemption within 30 days from the publication of the
notification of
the Board of Directors concerning the redemption obligation.
The
demand for redemption, which shall be delivered to the company,
shall
include the number of those shares and other securities which are
subject
to the demand. The shareholder demanding redemption shall at
the same time
deliver to the company the provisional documents giving
right to obtain the
shares, in order to be delivered to the
shareholder obliged to redeem against
the payment of the redemption
price.

If no demand for redemption is presented
within the due time, the
shareholder's right to demand redemption becomes void
with respect to
the redemption situation in question. The shareholder entitled
to
redemption has the right to withdraw his/her demand as long as no
redemption
has taken place.

After expiry of the period of time reserved for shareholders
entitled
to redemption, the Board of Directors shall inform the
shareholder
obliged to redeem of any demands for redemption which have
been
presented. The shareholder obliged to redeem shall, within 14 days
from
receiving information of the demands for redemption, pay the
redemption price
in accordance with the manner determined by the
company against the delivery of
the shares and of the securities
giving right to the shares or, if the shares
to be redeemed have been
registered in the book-entry accounts of the
shareholders in
question, against receipt issued by the company. In that event
the
company shall ensure that the redeemed shares shall be entered into
the
book-entry account of the redeeming shareholder.

On a redemption price which
is not paid within due time, a penalty
interest of 16 % per annum shall be
calculated from the date when the
redemption price should have been paid at the
latest. If the
shareholder obliged to redeem has further failed to observe the
above
provisions on the notification obligation, the penalty interest shall
be
calculated from the date when the notification obligation should
have been
fulfilled at the latest.

Any disagreements regarding the above redemption
obligation, the
right to demand redemption related thereto and the amount of
the
redemption price shall be settled in an arbitration procedure at
the
company's domicile in accordance with the provisions of the
Arbitration
Proceedings Act (967/92). The laws of Finland shall
govern the arbitration
proceedings.