ELISA CORPORATION STOCK EXCHANGE RELEASE
31 MARCH 2004 AT 5.15pm
ANNUAL GENERAL MEETING OF ELISA CORPORATION ON 31 MARCH 2004
Elisa Corporation's Annual General Meeting decided on 31 March
2003, in accordance with the proposal of the Board of Directors,
that no dividend be paid for 2003. The Annual General Meeting
confirmed the parent company's income statement and balance
sheet, and the consolidated income statement and the balance
sheet. The members of the Board of Directors and the CEOs were
discharged from liability for 2003.
The number of the members of the Board of Directors was confirmed
six (6), and the following members were elected for the following
one-year term ending at the closing of the next General Meeting:
Keijo Suila, Ossi Virolainen, Matti Aura, Pekka Ketonen, Mika
Ihamuotila, plus a new member Jussi Länsiö, M.Sc. (Econ.).
KPMG Wideri Oy Ab (authorized public accountants, with APA Pekka
Pajamo as the responsible auditor) was appointed the company's
The proposal of the Board of Directors to amend Articles 4, 5 and
15 of the Articles of Association was approved. After registering
the amendments the clauses on series A and B shares will be
removed from the Articles of Association. The Articles of
Association as a whole with the amendments are attached.
The Annual General Meeting approved the proposal of the Board of
Directors to authorize the Board of Directors within one year
from the Annual General Meeting to decide on increasing the
company's share capital. The Board was to achieve this through
one or more new issues, one or more convertible bonds and/or
warrants so that, in a new issue, the subscription of shares in
exchange for the convertible bonds and pursuant to warrants may
be 27.6 million shares at the maximum, and the company's share
capital can be increased by a maximum of EUR 13 800 000 in total.
The Annual General Meeting also approved the proposal of the
Board of Directors which gives the Board the right to disapply
the shareholders' pre-emptive rights to subscribe for new shares,
convertible bond loans and/or warrants and to decide the
determination principles, issue prices, the terms and conditions
of subscribing for new shares and the terms of the convertible
bond loan and/or warrants. The pre-emptive rights of existing
shareholders may be disapplied, if there is an important
financial reason to do so. Such reasons include financing,
implementing or enabling corporate acquisitions or other
cooperative arrangements, strengthening or developing the
company's financial or capital structure, or carrying out other
arrangements related to developing the company's operations. The
Board of Directors has the right to decide on the persons or
entities entitled to subscribe for the shares but may not make
such a decision to the benefit of any member of the company's
inner circle. The Board of Directors has the right to decide
whether the shares issued in a rights issue, convertible bond or
warrant can be subscribed for in kind or otherwise, subject to
certain conditions or by using the right of set-off.
Vice President, Corporate Communications
Mr Velipekka Nummikoski, Vice President,Corporate Communications,
tel. +358 05 506 5588
APPENDIX: THE ARTICLES OF ASSOCIATION
ARTICLES OF ASSOCIATION OF ELISA CORPORATION
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
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.
Minimum and maximum share capital
The minimum share capital of the company is twenty five million
(25,000,000) euros and the maximum share capital is five hundred
million (500,000,000) euros, within which limits the share capital
may be raised or lowered without amendment to the Articles of
The nominal value of each share shall be one half (1/2) of an
Incorporation in the book-entry system
The shares of the company are incorporated in the book-entry
The right to funds distributed by the company and the right to
subscription in an increase of share capital shall be held only
1. the person who has been registered as a shareholder in the
shareholder register on the record date,
2. the person whose right to payment has been registered in the
book-entry account of a registered shareholder and in the
shareholder register on the record date, or
3. if a share is nominee-registered, the person in whose book-
entry account a share has been registered on the record date and
the custodian of whose shares is registered as the administrator
of the share in the shareholder register on the record date.
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 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.
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
Signing of company name
The company name shall be signed singly by the Chairman of the
Board of Directors and the Managing Director, or jointly by two
members of the Board of Directors.
The Board of Directors may authorise a person to sign for the
company, so that the persons authorised thereto shall sign the
company name jointly or separately together with a member of the
Board of Directors or a holder of procuration.
The Board of Directors decides on the procurations, so that a
holder of a procuration shall sign for the company together with
a member of the Board of Directors, another person authorised to
sign for the company or another holder of procuration.
Financial period and financial statements
The financial year of the company shall be the calendar year.
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.
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.
Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held before
the end of June each year.
At the meeting the shareholders shall:
be presented with
1. the financial statements of the company and the group;
2. the auditors' report;
3. the approval of the profit and loss statement, the balance
sheet, the consolidated profit and loss statement and the
consolidated balance sheet;
4. measures to which the profit or loss shown in the approved
balance sheet or consolidated balance sheet give raise, and the
time of eventual distribution of dividends;
5.discharge from liability of the members of the Board of
Directors and the Managing Director;
6. the remuneration and the principles of compensation of travel
expenses for the members of the Board of Directors and the
7. the number of members of the Board of Directors and auditors;
8. the members of the Board of Directors; and
9. the auditors and when needed a deputy auditor.
At a General Meeting of the Shareholders no one may cast more than
one fifth (1/5) of the total number of votes represented at the
When calculating the proportion of votes referred to in the
preceding sentence, the number of votes attributed to a
shareholder shall include any votes belonging to
1. an organisation that, under the Companies Act, belong to the
same group as the shareholder;
2. a company that, under the provisions of the Accounting Act
pertaining to consolidated financial statements, is deemed to
belong to the same group as the shareholder;
3. pension foundations or pension funds of the shareholder and of
the organisations or companies referred to above;
4. any non-Finnish organisation or company which, if it were
Finnish, would in the manner described in subclauses 1. and 2.
above belong to the same group as the shareholder.
To the extent that the voting limitation provided in subclause 2
is applied, it shall be applied in a manner that reduces equally
the number of votes permitted to be cast by any shareholders to
which such voting limitation applies.
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 a 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 14,
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 redemp
tion 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
The redemption price for the shares shall be the higher of the
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
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 12 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
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.