Elisa Corporation's shareholders are invited to attend the Annual
General
Meeting of Shareholders, which is to be held at Helsinki Fair
Centre,
Messuaukio 1, Amfi Room, Helsinki, at 2.00 pm on Wednesday,
18 March 2008. The
reception for those registered to attend the
meeting, issuance of voting slips
and coffee will commence at 12
noon.
A. Matters on the agenda of the general
meeting
At the Annual General Meeting, the following matters will
be
considered:
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 2008
- 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 proposes to the Annual General Meeting a dividend of
EUR
0.60 per share for the financial period 2008. The dividend will be
paid to
shareholders registered in the Register of Shareholders held
by Euroclear
Finland Ltd on the record date 23 March 2009. The Board
proposes that the
dividend be paid on 31 March 2009.
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
The Compensation and
Nomination Committee proposes to the Annual
General Meeting that the
remuneration payable to the members of the
Board of Directors is 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 quarterly withholding tax deducted and Elisa shares will
be purchased with
the net payment on the last date of the quarter
from public trading. A member
of the Board is to be committed to a
four years' restriction to convey the
shares counted from the
purchasing date of any share instalment. The
restriction ends earlier
in case the member is no longer a member of the Board.
Actual
travelling expenses are remunerated.
11. Resolution on the number of
members of the Board of Directors
The Compensation and Nomination Committee
proposes to the Annual
General Meeting that the number of Board members be
6.
12. Election of members of the Board of Directors
The Compensation and
Nomination Committee proposes to the Annual
General Meeting that Risto
Siilasmaa, Pertti Korhonen, Eira
Palin-Lehtinen ja Ossi Virolainen be
re-elected as members of the
Board and Ari Lehtoranta and Raimo Lind be elected
as new members of
the Board. The term of the members ends at the close of the
Annual
General Meeting in 2010.
13. Resolution on the remuneration of the
Auditor
The Audit Committee proposes to the Annual General Meeting that
the
auditor to be elected be reimbursed according to the
auditor's
invoice.
14. Resolution on the number of Auditors
The Audit
Committee proposes to the Annual General Meeting that one
(1) auditor to be
elected.
15. Election of Auditor
The Audit Committee proposes to the Annual
General Meeting that KPMG
Oy Ab be re-elected as the Company's auditor for the
financial period
2009. KPMG Oy Ab has informed the Audit Committee that the
auditor
with principal responsibility would be Pekka Pajamo.
16. Proposal by
the Board of Directors to amend the 2§ of the
articles of association
The
Board of Directors proposes to the Annual General Meeting that
ICT services
will be added to the Operations of the Company in the
articles of
association and that section 2 will therefore be amended
in its entirety as
follows:"The object of the company is to practise general
telecommunications
operation, provide communications- and ICT-services
domestically and
internationally. The company can provide devices and
practise other
business relating and supporting thereto. The company can
practise
consulting, research and control operations relating to
the
communications and ICT. 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."
17. Authorizing the Board of
Directors to decide on the distribution
of funds from unrestricted equity
The
Board of Directors proposes that the Annual General Meeting
authorize the
Board of Directors to resolve to distribute funds from
the unrestricted equity
to the maximum amount of EUR 150,000,000. The
funds from the unrestricted
equity may be distributed in one or
several instalments. Funds may be
distributed either out of accrued
earnings or out of the reserves of
unrestricted equity. It is
proposed that the authorization be effective
until the beginning of
the following Annual General Meeting.
18. 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 15,000,000 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 30, 2010. The
authorisation
is proposed to terminate the authorization resolved by the
Annual
General Meeting on March 18, 2008.
19. Authorizing the Board of
Directors to decide on the issuance of
shares as well as the issuance of
special rights entitling to shares
The Board of Directors proposes that
the Annual General Meeting
authorize the Board of Directors to pass a
resolution concerning the
share issue, the right of assignment of treasury
shares and/or the
granting of special rights referred to in Chapter 10,
Section 1 of
the Company's Act.
The authorization entitles the Board of
Directors to resolve 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
issues 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.
It is
proposed that the share issue may be against payment or without
payment and can
be directed to the Company itself. The authorization
entitles the Board of
Directors to issue the shares in another
proportion than that of the
current shareholdings (directed share
issue). The shares may be issued under
the proposed authorization in
order to carry out acquisitions or other
arrangements related to the
Company's business, to finance investments, to
improve the capital
structure of the Company, to be used as part of the
incentive
compensation plan, or to be used for other purposes decided by
the
Board of Directors.
The Board of Directors shall have the right to
decide on other
matters related to the issuance of shares. It is proposed
that the
authorization be effective until June 30, 2013.
20. Closing of the
meeting
B. Documents of the general meeting
The proposals of the Board of
Directors and its committees relating
to the agenda of the 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 week 9. The proposals of the Board of
Directors and the financial statements
are also available at the
meeting, and copies of these documents and of this
notice will be
sent to shareholders upon request. The minutes of the meeting
will be
available on the above-mentioned website as from 1 April 2009.
C.
Instructions for the participants in the general meeting
1. The right to
participate and registration
Each shareholder, who is registered on 6 March
2009 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
book-entry
account, is registered in the shareholders' register of
the Company.
A
shareholder, who wants to participate in the Annual General
Meeting, shall
register for the meeting by giving a prior notice of
participation no later
than 9 March 2009 at 6:00 p.m.
Such notice can be given:
a) by e-mail
elisa.yhtiokokous@yhteyspalvelut.elisa.fi;
b) by telephone +358 800 0 6242 from
Monday to Friday at 8:00 a.m. -
6:00 p.m.;
c) by telefax +358 10 262 2727;
or
d) by regular mail to Elisa Corporation, Contact Center-palvelut / SÖ
A
6223, PL 30, FI-00061 ELISA.
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.
Pursuant to Chapter 5,
Section 25 of the Company's 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.
2. 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. Possible
proxy documents should be delivered to the
above mentioned e-mail,
telefax or regular mail address before the last date
for
registration.
3. Holders of nominee registered shares
A holder of nominee
registered shares, who wants to participate in
the Annual General Meeting, must
be entered into the shareholders'
register of the Company on the record date 6
March 2009 of the
meeting. A holder of nominee registered shares is advised to
request
necessary instructions regarding the 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.
4. Other
information
On the date of this notice to the Annual General Meeting 12
February
2009 the total number of shares and votes in Elisa Corporation
is
166,307,586.
ELISA
Vesa Sahivirta
Director, IR and Financial
Communication
tel. +35850 520 5555
Distribution:
OMX Helsinki Stock
Exchange
Major Media
www.elisa.com
APPENDIX: CVs of the new proposed members
of the Boards of Directors
Ari Lehtoranta:
born 1963. MSc in
Telecommunications.
Primary working experience: Employed by KONE Corporation
and Member
of the Executive Board since November 3, 2008. Previously served
in
Nokia Siemens Networks/Nokia Networks as Head of Radio Access (Senior
Vice
President) 2005 -2008, in Nokia Corporation as Vice President of
Operational
Human Resources 2003-2005, in Nokia Networks as Head of
Broadband Division,
Head of Systems Integration, Vice President for
Customer Services for Europe
and Managing Director of Nokia
Telecommunications in Italy as well as in
various other positions
1985- 2003.
Raimo Lind
born 1953, B.Sc. (Econ.),
Graduated 1975 from Helsinki School of
Economics and Business Administration,
and with M.Sc (Econ.) in 1980.
Primary working experience: Wärtsilä Group,
positions within control
and finance and in development and
internationalisation 1976-80;
Wärtsilä Diesel Group, Vice President &
Controller 1980-84; Wärtsilä
Singapore, Managing Director & Area Director
1984-88; Wärtsilä
Service Division, Deputy Vice President 1988-89;
Scantrailer
Ajoneuvoteollisuus Oy, President 1990-92; Tamrock Oy, CFO
1992-93;
Tamrock Service Business, Vice President 1994-96; Tamrock
Coal
Business, Vice President 1996-97.
Positions of trust
Deputy Chairman of
the Board, Sato Oyj.
|