ELISA COMMUNICATIONS CORPORATION STOCK EXCHANGE RELEASE
4 APRIL 2003 AT 4.30pm
AGM OF ELISA COMMUNICATIONS CORPORATION ON
4 APRIL 2003
Elisa Communications Corporations 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 companys 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 companys
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 companys
financial or capital structure, or carrying out
other
arrangements related to developing the companys 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 companys
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 Elisas 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 Groups 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.
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