Published: 2003-04-04 14:30:03 CEST
Elisa Oyj - 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.