Elcoteq SE Stock Exchange Release February 21, 2007 at 8.00 am (EET) INVITATION TO ELCOTEQ SE'S ANNUAL GENERAL MEETING Elcoteq SE's shareholders are invited to attend the Annual General Meeting scheduled to take place at 2.00 pm (EET) on Thursday, March 22, 2007. The meeting will be held in the Ballroom of the Scandic Hotel Continental, Mannerheimintie 46, Helsinki, Finland. Registration of participants and distribution of voting coupons will begin at 1.00 pm (EET). The agenda will contain the following items: 1. The standard items stated in §17 of the Articles of Association. 2. The proposal of the Board of Directors that the Board be authorized to issue, in one or several installments, Series A shares and/or to issue specific rights entitling to shares pursuant to Chapter 10 §1 of the Finnish Companies Act, in the total amount of 15,527,573 Series A shares. Based on the authorization to issue shares, the Board may issue either new shares or those in the company's possession. The authorization includes the right, pursuant to Chapter 9, §3 of the Finnish Companies Act, to disapply the pre-emptive right of the shareholders, as well as the right to decide on the subscription prices, on how the subscription prices are divided between the share capital and nonrestricted shareholders' equity reserve, on those entitled to subscribe for shares and the conditions of such subscription, and on other conditions. The pre-emptive subscription right of the shareholders may be disapplied provided that the company has important financial grounds for doing so, such as the financing of acquisitions, other arrangements related to developing the company's business operations or capital adequacy, or the motivation of its employees. When issuing shares and/or specific rights entitling to shares pursuant to Chapter 10 §1 of the Finnish Companies Act, the Board shall have the right to decide that the shares be subscribed as payment in kind or on other specific conditions. The Board further proposes that this authorization remain in effect for five years from the date of decision, that is until March 22, 2012; however, should the company's domicile be transferred to the Grand Duchy of Luxembourg as set out in the Transfer Proposal signed by the Board of Directors on December 21, 2006, this authorization shall become void when the transfer is effected. 3. The proposal of the Board of Directors that the Meeting authorize the Board to purchase the company's own Series A shares using funds belonging to the company's non-restricted shareholders' equity on the terms and conditions stipulated below. The purchase of own shares will reduce the company's distributable funds. On the basis of this authorization the Board can decide to purchase the company's own Series A shares in order to develop the company's capital structure, to use as consideration in corporate acquisitions or when the company acquires assets related to its business, and as part of the company's personnel incentive scheme, in the manner and scope determined by the Board, and otherwise to dispose of or nullify these shares. The Board may purchase at most 1,576,994 Series A shares. The shares may be purchased upon the Board's decision in public trading. The purchase price of the shares to be purchased shall be based on the share price in public trading such that the subscription price corresponds to the fair value of the shares formed in public trading at the time of purchase. Implementation of this decision requires the approval of all the holders of the company's Series K shares to the effect that the decision will not be used to purchase the Series K shares in their possession. The Board further proposes that this authorization remain in force for 18 months from the decision of the Meeting, that is until September 22, 2008; however, should the company's domicile be transferred to the Grand Duchy of Luxembourg as set out in the Transfer Proposal signed by the Board of Directors on December 21, 2006, this authorization shall become void when the transfer is effected. 4. The proposal of the Board of Directors that the company's domicile be transferred from the City of Lohja in Finland to the City of Luxembourg in the Grand Duchy of Luxembourg in the manner described in the Transfer Proposal signed by the Board of Directors on December 21, 2006 and recorded in the Trade Register on January 2, 2007. The company's shareholders, holders of option rights and holders of other specific rights to shares shall have the right, pursuant to Chapter 16 §3 of the Finnish Companies Act, to demand redemption of their shares, option rights or other specific rights to shares. Documents Copies of the Board's proposals, and their enclosures, and the documents related to the financial statements will be on display for inspection by the shareholders from 9.00 am (EET) on Wednesday, February 21, 2007 on the company's website at www.elcoteq.com. Furthermore, the documents concerning the Board's proposal to transfer the company's domicile from the City of Lohja in Finland to the City of Luxembourg in the Grand Duchy of Luxembourg will be on display for inspection by the shareholders at the Group office, Sinimäentie 8B, Espoo, Finland. The Transfer Proposal, the Report by the Board of Directors on the Transfer of Elcoteq SE's Domicile, and the proposed new Articles of Association for Elcoteq SE, all of which were signed by the Board of Directors on December 21, 2006, were recorded in the Trade Register on January 2, 2007 and are therefore public documents. Copies of the aforementioned documents will be mailed to shareholders upon request. Right to Participate in the Meeting Shareholders who are entered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd at the latest on Monday, March 12, 2007 shall have the right to participate in the Annual General Meeting. Shareholders wishing to participate in the Annual General Meeting are kindly asked to notify the Company by 4.00 pm (EET) on Friday, March 16, 2007 either on the Company's website www.elcoteq.com, or in writing to Elcoteq SE, Ms Minna Cederberg, P.O. Box 8, FI-02631 Espoo, Finland, or by telefax +358 10 413 1804, or by telephone +358 10 413 2081 between the hours of 9.00 - 11.00 am or 1.00 - 4.00 pm (EET). Shareholders are kindly requested to provide their name, address and telephone number. Written notification of participation must reach the Company before the notification period expires. Any powers of attorney, correctly detailed and dated, must reach the Company at the above address for inspection before the notification period expires. Payment of Dividend The Board of Directors has decided to propose to the Meeting that a dividend of 0.20 euros per share be distributed on the financial year January 1 - December 31, 2006. The dividend approved by the Meeting will be paid to shareholders registered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date, March 27, 2007. The dividend decided by the Meeting will be paid on April 3, 2007. Composition of the Board of Directors The Nomination Committee of the Board of Directors will propose to the Meeting that the following be re-elected to the Board: President Martti Ahtisaari; Mr Eero Kasanen, Rector of the Helsinki School of Economics; Mr Heikki Horstia, Vice President, Treasurer, Wärtsilä Corporation; Mr Antti Piippo, principal shareholder of Elcoteq SE; Mr Henry Sjöman, founder-shareholder of Elcoteq SE; Mr Juha Toivola MSc; and Mr Jorma Vanhanen, founder-shareholder of Elcoteq SE. The individuals proposed have given their consent to re-election. Appointment of the Auditor The Audit Committee of the Board of Directors will propose to the Meeting that the firm of authorized public accountants KPMG Oy Ab under the supervision of Mr Mauri Palvi APA be appointed as the Company's auditors until December 31, 2007 and that from January 1, 2008 KPMG Audit S.à.r.l. be appointed until the close of the following Annual General Meeting. If the Company's domicile is not transferred to the Grand Duchy of Luxembourg as proposed in the Transfer Proposal signed by the Board of Directors on December 21, 2006, the Board proposes that KPMG Oy Ab under the supervision of Mr Mauri Palvi APA serve as the Company's auditors until the end of the term of office. Espoo, Finland, February 6, 2007 ELCOTEQ SE Board of Directors About Elcoteq Elcoteq SE is a leading electronics manufacturing services (EMS) company with original design manufacturing (ODM) capabilities in the communications technology field. Elcoteq provides global end-to-end solutions consisting of design, NPI, manufacturing, supply chain management, and after-sales services for the whole lifecycle of its customers' products. These products include terminal products such as mobile phones and set-top boxes as well as communications network equipment such as base-stations, tower-top amplifiers, and microwave systems. The company operates in 16 countries on four continents and employs some 23,000 people. Elcoteq's consolidated net sales for 2006 totaled 4.3 billion euros. Elcoteq SE is listed on the Helsinki Stock Exchange. For more information visit the Elcoteq website at www.elcoteq.com.