English
Published: 2003-04-04 14:30:03 CEST
Elisa
Company Announcement
AGM OF ELISA COMMUNICATIONS CORPORATION
ELISA COMMUNICATIONS CORPORATION STOCK EXCHANGE RELEASE
                      
          4 APRIL 2003 AT 4.30pm

AGM OF ELISA COMMUNICATIONS CORPORATION ON
4 APRIL 2003

Elisa Communications Corporation’s Annual General Meeting
decided
on 4 April 2003, in accordance with the proposal of the Board
of
Directors, that no dividend be paid for 2002. 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
and the CEO were
discharged from liability for 2002.

The proposal of the
Board of Directors to amend Articles
1,3,4,7,11 and 13 of the Articles of
Association was approved.
After registering the amendments the company’s
business name will
be Elisa Oyj, Elisa Abp(Swedish) and Elisa Corporation
(English).
With amendments, the maximum share capital specified in
the
Articles of Association can be EUR 500 million at the maximum,
and
correspondingly the maximum amount of A shares can be 1,000
million shares. In
accordance with the approved Articles of
Association, the Board of Directors
is entitled to establish
committees from among its members to support its
work, and the
Board members’ term of office expires at the close of the
first
AGM following the election. The company may now have one (1) or
two (2)
auditors. Corresponding technical amendments will be made
to the matters on
the agenda of the Annual General Meeting. The
Articles of Association as a
whole with the amendments are
attached.

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: Keijo Suila, Ossi Virolainen, Matti
Aura, Pekka
Ketonen and Jere Lahti, plus a new member Mika
Ihamuotila,
Executive Vice President at Sampo Plc. In compliance with
the
established practice, the monthly compensation of the Board
members is
used for the purchases of Elisa shares.

PricewaterhouseCoopers Oy
(authorized public accountants, with
APA Henrik Sormunen as the responsible
auditor) was appointed the
company's auditors.

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 or when issuing
convertible bonds or warrants, a maximum
aggregate of 27.6
million of the company's A Shares can be issued
for
subscription, and the company's share capital can be increased
by a
maximum of EUR 13.8 million in total.

The authorisation gives 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, 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.

CEO Matti Mattheiszen stated
that the Group has undergone a
transformation process. When evaluating the
results of this
process Mattheiszen said that Elisa’s growth and
consolidation
succeeded as planned, but "measures aiming at profitability
did
not work to full extent. One reason for this was that the growth
in the
telecommunications market slowed down and problems
culminated more than
expected during 2002".

"In this rather turbulent market situation we
continued cost
cuttings and focused on the Group’s core business with
good
results, for we achieved the operative objectives set for
2002;
investments remained within target ranges, cash flow was positive
and
the net debt was kept in control."


ELISA COMMUNICATIONS
CORPORATION

Jyrki Antikainen
Vice President, Corporate
Communications

For further information, please contact:
Mr. Matti
Mattheiszen, President & CEO, tel. +358 10 262 2309

Distribution:
Helsinki
Exchanges
Major media

APPENDIX: ARTICLES OF ASSOCIATION


ARTICLES OF
ASSOCIATION OF ELISA OYJ

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
§
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 Association.

4 §
Shares

The  company  has  A-shares, 
the  maximum  amount  of  which  is
1,000,000,000.  The company may also have
B-shares,  the  maximum
amount  of which is 10, 000. Each share, regardless of
its class,
shall   have  one  (1)  vote  at  the  General  Meeting  of  
the
Shareholders.  The  B-shares shall carry  the  right  to 
receive
dividends  in  an amount corresponding to 1/10 of  the 
dividends
payable on the A-shares.

When  the  share  capital is increased 
so  that  the  shares  in
different  classes  are issued in their mutual 
proportion,  each
current shareholder of the company shall have a primary
right  of
subscription to new shares of that class of shares owned by 
such
shareholder before the increase of share capital, and a secondary
right 
to  subscription to those shares that are  not  subscribed
under the primary
right.
       
If  shares of only one class are issued in the increase of 
share
capital,  each shareholder shall have an equal right to subscribe
for
new shares in proportion to his/her previous shareholding.

In  a bonus
issue, the increase of share capital shall be divided
between  both  classes
of shares in proportion  to  the  existing
number of shares in both classes.
In the bonus issue, holders  of
A-shares  shall be entitled to receive newly
issued A-shares  and
holders of B-shares shall be entitled to receive newly
issued  B-
shares.

The  nominal  value of each share shall be one half
(1/2)  of  an
euro.

5 §
Conversion of shares

HPY  Research  Foundation
shall be entitled to  convert  A-shares
held by it into B-shares, provided
that such conversion must  not
result  in  a  violation  of the provisions 
hereof  stating  the
minimum and maximum number of shares of both classes of
shares. A
written demand for conversion shall be submitted to the Board 
of
Directors  of  the  company and it shall include  the  number  of
shares
to be converted as well as the book-entry account in which
the   book  
entries  corresponding  to  the  shares  have   been
registered.

The demand
for conversion can be presented at any time.

A notice of the conversion
shall without undue delay be submitted
for registration. The company may also
request that a restriction
on  disposal shall be registered in the book-entry
account of the
shareholder for the time of conversion.

The  demand for
conversion can be withdrawn until the  notice  of
the  conversion  is 
registered  in  the  Trade  Register.  After
withdrawal  the  company shall
request that  any  restriction  on
disposal  shall be cancelled from the
book-entry account  of  the
shareholder.

A-share  shall be converted to a
B-share at the moment  when  the
notice  on the conversion has been
registered. The company  shall
without  undue delay notify the demander for
conversion  and  the
book-entry registrar of the registration.

HPY Research
Foundation shall convert all of its B-shares into A-
shares  in accordance
with the procedure specified above in  this
article  by  31  December 2003 at
the latest.  If  a  demand  for
conversion has not been presented within the
said time limit, the
Board  of Directors of the company shall carry out the
conversion
on behalf of the shareholder. After 31 December 2003, no
A-shares
may be converted to B-shares.

6 §
Incorporation in the book-entry
system

The  shares  of  the company are incorporated in  the 
book-entry
system.

The  right to funds distributed by the company and the 
right  to
subscription in an increase of share capital shall be  held 
only
by:

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.

7 §
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.

8 §
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.

9 §
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.

10 §
Financial
period and financial statements

The financial year of the company shall be
the calendar year.

11 §
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.

12 §
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.

13
§
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;

resolve
on
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
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
  auditors;
7.the number of
members of the Board of Directors and auditors;

elect
8.the members of the
Board of Directors; and
9.the auditors and when needed a deputy auditor.

14
§
Voting limitation

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 meeting.

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 this article
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.


15
§
Decision-making at the General Meeting

If  not  otherwise regulated in
the Companies Act or  further  in
this article, the decision of the General
Meeting of Shareholders
shall be the opinion which is supported by more than
half of  the
votes given or, in the event of an equality of votes, the
opinion
supported by the Chairman.

In the following matters it is further
required that the decision
is  in both classes of shares supported by
shareholders, who have
at  least  two-thirds  (2/3) of the shares  represented
 in  both
classes of shares at the meeting:

1.amendment of the Articles of
Association,
       
2.increase   of  the  share  capital  in  a  new  issue 
 or   an
  authorisation of the Board of Directors relating thereto,
      

3.granting  of  the option rights and taking out of a convertible
  loan  or
 an  authorisation of the Board of Directors  relating
  thereto,

4.merger
of the company into another company,

5.division of the company,

6.removal
from office of the member of the Board of Directors,

7.winding  up of the
company in order to be dissolved, when  this
  is not required under the
provisions of the Companies Act.

16 §
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 
14,
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 
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
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 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 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.