English
Published: 2011-02-11 07:01:00 CET
Elisa
Company Announcement
NOTICE TO ELISA'S ANNUAL GENERAL MEETING
ELISA STOCK EXCHANGE RELEASE 11 FEBRUARY 2011 AT 8.01 am

NOTICE TO THE ANNUAL
GENERAL MEETING

Notice is given to the shareholders of Elisa Corporation (the
"Company") to the
Annual General Meeting to be held on Friday, March 25, 2011
at 2:00 p.m. at
Helsinki Fair Center, Congress entrance, Messuaukio 1,
Helsinki. The reception
of persons who have registered for the Meeting, the
distribution of voting
tickets and coffee will commence at 12:00 noon.

A.
Matters on the agenda of the Annual General Meeting

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 2010
Review by the
CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit
shown on the balance sheet and the
payment of dividend
The Board of Directors
proposes to the Annual General Meeting that the profit
for the period 2010
shall be added to accrued earnings and that a dividend of
EUR 0.90 per share be
paid based on the adopted financial statements 2010. The
dividend will be paid
to the shareholders registered in the Register of
Shareholders held by
Euroclear Finland Ltd on the record date March 30, 2011.
The Board of Directors
proposes that the dividend be paid on April 7, 2011.

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 Board's Compensation and Nomination Committee proposes to the
Annual General
Meeting that the remunerations payable to the members of the
Board of Directors
be unchanged from previous year 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 day of public trading
of the
quarter. A member of the Board is to be committed to a four (4)
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 of Directors. Actual travelling expenses are
remunerated.

11. Resolution on the number of members of the Board of
Directors
The proposal of the Board's Compensation and Nomination Committee
will be
published later as a stock exchange release by Elisa.

12. Election of
members of the Board of Directors
The proposal of the Board's Compensation and
Nomination Committee will be
published later as a stock exchange release by
Elisa.

13. Resolution on the remuneration of the Auditor
The Board's 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 Board's Audit Committee proposes to the Annual General Meeting
that one (1)
auditor to be elected.

15. Election of Auditor
The Board's Audit
Committee proposes to the Annual General Meeting that KPMG Oy
Ab be re-elected
as the Company's auditor for the financial period 2010. KPMG Oy
Ab has informed
the Audit Committee that the auditor with principal
responsibility would be Esa
Kailiala.

16. 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
70,000,000. 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.
The Board of Directors shall have
the right to decide on other matters related
to the distribution. It is
proposed that the authorization be effective until
the beginning of the
following Annual General Meeting.

17. 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 5,000,000 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, 2012 and terminate the authorization for repurchasing
granted by
the Annual General Meeting on March 18, 2010.

18. Closing of the Meeting

B.
Documents of the Annual General Meeting
The proposals of the Board of Directors
and its committees relating to the
agenda of the Annual 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 March 4, 2011 at the latest. 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
April 8, 2011.

C. Instructions for the participants in the Annual General
Meeting

1. Shareholders registered in the shareholders' register

Each
shareholder, who is registered on March 15, 2011 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 Finnish book-entry account, is registered in the
shareholders'
register of the Company.

A shareholder, who is registered in the shareholders'
register of the company
and who wants to participate in the Annual General
Meeting, shall register for
the Meeting no later than March 18, 2011 at 6:00
p.m. by giving a prior notice
of participation. Such notice can be given:
a)
through Elisa's websitewww.elisa.fi/annualgeneralmeeting (available only
for
directly
registered shareholders);
b) by e-mail
elisa.yhtiokokous@yhteyspalvelut.elisa.fi;
c) by telephone +358 800 0 6242 from
Monday to Friday at 8:00 a.m. - 6:00 p.m.;
d) by telefax +358 10 262 2727;
or
e) by regular mail to Elisa Corporation, Yhtiökokousilmoittautumiset, PO
Box
138, FI-33101 Tampere, Finland.
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 or proxy
representative
and the personal identification number of a proxy representative.
The personal
data given to the Company is used only in connection with the
Meeting and with
the processing of related registrations.

2. Holders of nominee registered
shares
A holder of nominee registered shares has the right to participate in
the Annual
General Meeting by virtue of such shares, based on which he/she on
the record
date of the general meeting, i.e. on March 15, 2011, would be
entitled to be
registered in the shareholders' register of the company held by
Euroclear
Finland Ltd. The right to participate in the general meeting
requires, in
addition, that the shareholder on the basis of such shares has
been registered
into the temporary shareholders' register held by Euroclear
Finland Ltd. at the
latest by March 22, 2011 by 10 am. As regards nominee
registered shares this
constitutes due registration for the Annual General
Meeting.

A holder of nominee registered shares is advised to request without
delay
necessary instructions regarding the registration in the temporary
shareholder's
register of the company, the issuing of proxy documents and
registration for the
general meeting from his/her custodian bank. The account
management organization
of the custodian bank has to register a holder of
nominee registered shares, who
wants to participate in the general meeting,
into the temporary shareholders'
register of the company at the latest by the
time stated above.

3. 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. When a shareholder participates in the Annual General Meeting
by means
of several proxy representatives representing the shareholder with
shares at
different securities accounts, the shares by which each proxy
representative
represents the shareholder shall be identified in connection
with the
registration for the Annual General Meeting. Possible proxy documents
should be
delivered to the above mentioned e-mail (e.g. as pdf attachement),
telefax or
regular mail address before the last date for registration.


4.
Other information
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.

On the date of this notice to the Annual General Meeting, 10 February
2011 the
total number of shares and votes in Elisa Corporation is
166,307,586.


Helsinki, February 10, 2011

ELISA CORPORATION
The Board of
Directors


ELISA

Vesa Sahivirta
Director, IR and Financial Communication
tel.
+358 10 262 3036

Distribution:

NASDAQ OMX Helsinki
Major
Media
www.elisa.com







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