ELISA STOCK EXCHANGE RELEASE 3 MARCH 2006 AT 9.00am THE ANNUAL GENERAL MEETING OF ELISA CORPORATION Elisa shareholders are invited to attend the Annual General Meeting of Shareholders. The Meeting is to be held at Finlandia Hall at Mannerheimintie 13, Helsinki (entrances K1 ja M1) at 2.00pm on Monday, 19 March 2007. The issuing of voting slips to the shareholders attending the meeting will commence at the above venue at 1.00pm. The following matters will be on the agenda Issues to be addressed at the meeting 1. Issues to be addressed by the Annual General Meeting pursuant to Section 12 of the Articles of Association. 2. Proposal to amend sections 3, 4, 5, 8, 9 and 12 of the Articles of Association. The main amendments are as follows: - to delete the reference to the par value of the share and the minimum and maximum share capital, and to add a clause specifying the minimum and maximum number of shares; - to delete the provisions related to the record date under the book-entry securities system; - to amend the entries concerning authorised signatories and the agenda for the Annual General Meeting of Shareholders to reflect the terminology used in the Finnish Companies Act; - to insert a provision providing the possibility of also holding the meeting of shareholders in Espoo and Vantaa, Finland. 3. Board of Directors' proposal to the Annual General Meeting of Shareholders concerning the authorisation to issue shares and special rights: - includes powers to issue new shares, assignment of the company's own shares, and award of special rights up to a maximum number of 30,000,000 shares; - authorises the Board to make an exemption to the shareholders´ pre-emptive rights to subscribe shares and it is proposed that the authorisation to issue shares shall be valid up until 31 March 2009. 5. Board of Directors' proposal for the purchase of the company's own shares - the maximum number being 8,000,000 - authorises the Board to purchase the shares other than relative to current holdings in the Company and proposed to be valid up until 31 August 2008. Dividend The Board of Directors will recommend that a dividend of EUR 0.50 per share for 2006 and extra dividend of EUR 1.00 per share, in total EUR 1.50 share be distributed. The dividend approved by the Annual General Meeting will be paid to shareholders listed in the company's share register maintained by the Finnish Central Securities Depository Ltd on 22 March 2007. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 29 March 2007. Composition of the Board of Directors, Auditor The major shareholders of Elisa Corporation have notified the company of their intention to propose to the Annual General Meeting that the Meeting resolve the number of members on the Board of Directors to be 6, and that the present members Pekka Ketonen, Mika Ihamuotila, Lasse Kurkilahti, Matti Manner and Ossi Virolainen be re-elected and Risto Siilasmaa be elected as a new member to the Boars of Directors. The Board of Directors has decided, after hearing the Committee for Auditing, to propose at the Annual General Meeting to appoint KPMG Oy Ab, public authorised accountants, as the company's external auditor. Eligibility to attend and registration Shareholders registered on Friday 9 March 2007 in the company's share register kept by the Finnish Central Securities Depository, and who have registered for the Meeting in a manner described underneath, are eligible to attend the Annual General Meeting. Any owners of nominee registered shares wishing to attend the Meeting and to exercise their right to vote may be temporarily registered in the share register. To arrange temporary registration, a nominee registered shareholder should contact their assets manager in due time before 9 March 2007. Registration to the Annual General Meeting commences on Tuesday 20.2.2007. Documents The financial statement documents and the proposals of the Board of Directors will be available for shareholders' perusal from 1 March 2007 at the company's head office, address Kutomotie 18, Helsinki (lobby) or at www.elisa.fi. The company will send copies of the documents on request to shareholders. ELISA CORPORATION Vesa Sahivirta Director, IR and Financial Communications Distribution: Helsinki Stock Exchange Major media APPENDIX PROPOSAL TO AMEND THE ARTICLES OF ASSOCIATION The Board of Directors proposes that sections 3, 4, 5, 8, 9 and 12 to be completely amended to read as follows: 3 § Maximum and minimum number of shares The Company shall have a minimum of 50,000,000 and a maximum of 1,000,000,000 shares. 4 § Equality of shares All the shares in the Company shall confer equal rights. 5 § Inclusion in the book-entry securities system The shares in the Company are recorded in the book-entry securities system. 8 § Legal representation The authorized signatories of the Company shall be the Chairman of the Board of Directors and the Managing Director, both being empowered to do so severally, and any two members of the Board of Directors signing together. The Board of Directors may grant the right to sign on behalf of the Company by having those authorised to do so sign either jointly two together, or severally with any member of the Board of Directors or a person authorized to do so per procurationem. Any decision on the right to sign on behalf of the Company per procurationem shall be made by the Board of Directors such that a person authorized to sign per procurationem shall do so together with a member of the Board of Directors, or a person otherwise authorized to sign on behalf of the Company, and with a person authorised to sign on behalf of the Company per procurationem. 9§ Financial period The Company's financial period shall be one calendar year. 12 § General Meeting of Shareholders The General Meeting of Shareholders can be held in Helsinki, Espoo or Vantaa, Finland. The Annual General Meeting of Shareholders shall be held each year before the end of June and at the meeting the following shall be: presented 1. financial statements and the report on operations; 2. the auditor's report; to be decided 3. approval of the financial statements; 4. disposal of the profit shown on the balance sheet; 5. discharge from liability for the Members of the Board of Directors and the Managing Director; 6. remunerations and the criteria for travel cost compensation to the members of the Board of Directors, and auditors; 7. the number of members of the Board of Directors and auditors; to elect 8. Members of the Board of Directors; 9. Auditors and Alternate Auditor, if applicable. PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO ISSUE SHARES OR SPECIAL RIGHTS The Board of Directors proposes that the General Annual Meeting of Shareholders pass a resolution to authorize the Board of Directors to issue new shares, to assign the Company's own shares held by the Company and/or to grant the special rights referred to in subsection 10(1) of the Finnish Companies Act subject to the following: The Board of Directors proposes that, under this Authorisation the Board of Directors may decide on one or several issues provided that the Board of Directors may issue shares up a maximum number of 30.000.000. At present, the proposed maximum number of such shares is about 18 % of all shares in the Company. The share issue may be free or for consideration and can be directed to the Company itself subject to the terms and conditions defined by law. The Board of Directors proposes that this Authorisation remain in force up until 31 March 2009. The Authorisation entitles the Board to make an exemption to the pre-emptive right of the shareholders to subscribe new shares subject to the terms and conditions defined by law. The Authorisation may be used for making acquisitions or implementing other arrangements related to the Company's business, to finance investments, to improve the company's financial structure, to be used as part of the incentive compensation plan or for other purposes decided by the Board of Directors. The Board of Directors proposes that the Authorisation include the right to pass a resolution as to how the subscription price is entered in the Company's balance sheet. The subscription price may be paid with money or partly or in full with other assets (subscription in kind) or by using the receivables due to the subscriber to set off the subscription price. The Board of Directors shall have the right to decide on other matters related to the share issue. PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO PURHCASE THE COMPANY'S OWN SHARES The Board of Directors proposes that the Annual General Meeting of Shareholders authorise the Board of Directors to decide to purchase the company's own shares subject to the following: The Board of Directors proposes that the Board of Directors may pass a resolution to purchase the company's own shares to a maximum number of 8,000,000. The proposed number is about 4,8 % of all shares in the company. The authorisation shall be in force until 31 August 2008. The Board of Directors proposes that the Authorisation cover the purchase of shares in the course of public trading on the Helsinki Exchanges in accordance with its rules and the consideration payable for the shares shall be based on the market price. In purchasing of the Company's own shares derivate, share loan and other contracts customary in the capital market may be concluded pursuant to law and the applicable legal provisions. The Authorisation entitles the Board of Directors to pass a resolution to purchase the shares by making an exception to the purchase of shares relative to the current holdings of the shareholders subject to the provisions of the applicable law. The Authorisation may be used for making acquisitions or implementing other arrangements related to the Company's business, to improve the Company's financial structure, to be used as part of the incentive compensation plan or for the purpose of otherwise assigning or cancelling the shares. The Board of Directors shall have the right to decide on other matters related to the purchase of the Company's own shares.