NOTICE TO ELISA'S ANNUAL GENERAL MEETING

2/11/2011, 7:01 AM (Source: GlobeNewswire)

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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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Source: Elisa Oyj via Thomson Reuters ONE

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