Elisa Corporation's shareholders are invited to attend the Annual General Meeting of Shareholders, which is to be held at Helsinki Fair Centre, Messuaukio 1, Amfi Room, Helsinki, at 2.00 pm on Wednesday, 18 March 2008. The reception for those registered to attend the meeting, issuance of voting slips and coffee will commence at 12 noon. A. Matters on the agenda of the general meeting At the Annual General Meeting, the following matters will be considered: 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 2008 - Review by the CEO 7. Adoption of the financial statements 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board proposes to the Annual General Meeting a dividend of EUR 0.60 per share for the financial period 2008. The dividend will be paid to shareholders registered in the Register of Shareholders held by Euroclear Finland Ltd on the record date 23 March 2009. The Board proposes that the dividend be paid on 31 March 2009. 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 Compensation and Nomination Committee proposes to the Annual General Meeting that the remuneration payable to the members of the Board of Directors is 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 date of the quarter from public trading. A member of the Board is to be committed to a four 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. Actual travelling expenses are remunerated. 11. Resolution on the number of members of the Board of Directors The Compensation and Nomination Committee proposes to the Annual General Meeting that the number of Board members be 6. 12. Election of members of the Board of Directors The Compensation and Nomination Committee proposes to the Annual General Meeting that Risto Siilasmaa, Pertti Korhonen, Eira Palin-Lehtinen ja Ossi Virolainen be re-elected as members of the Board and Ari Lehtoranta and Raimo Lind be elected as new members of the Board. The term of the members ends at the close of the Annual General Meeting in 2010. 13. Resolution on the remuneration of the Auditor The 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 Audit Committee proposes to the Annual General Meeting that one (1) auditor to be elected. 15. Election of Auditor The Audit Committee proposes to the Annual General Meeting that KPMG Oy Ab be re-elected as the Company's auditor for the financial period 2009. KPMG Oy Ab has informed the Audit Committee that the auditor with principal responsibility would be Pekka Pajamo. 16. Proposal by the Board of Directors to amend the 2§ of the articles of association The Board of Directors proposes to the Annual General Meeting that ICT services will be added to the Operations of the Company in the articles of association and that section 2 will therefore be amended in its entirety as follows:"The object of the company is to practise general telecommunications operation, provide communications- and ICT-services domestically and internationally. The company can provide devices and practise other business relating and supporting thereto. The company can practise consulting, research and control operations relating to the communications and ICT. 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." 17. 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 150,000,000. 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. It is proposed that the authorization be effective until the beginning of the following Annual General Meeting. 18. 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 15,000,000 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, 2010. The authorisation is proposed to terminate the authorization resolved by the Annual General Meeting on March 18, 2008. 19. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to pass a resolution concerning the share issue, the right of assignment of treasury shares and/or the granting of special rights referred to in Chapter 10, Section 1 of the Company's Act. The authorization entitles the Board of Directors to resolve on one or several issues provided that the Board of Directors may issue shares up to a maximum number of 50,000,000. The share issues and shares granted by virtue of special rights are included in the aforementioned maximum number. At present, the proposed maximum number of such shares is about 30% of all shares in the Company. It is proposed that the share issue may be against payment or without payment and can be directed to the Company itself. The authorization entitles the Board of Directors to issue the shares in another proportion than that of the current shareholdings (directed share issue). The shares may be issued under the proposed authorization in order to carry out acquisitions or other arrangements related to the Company's business, to finance investments, to improve the capital structure of the Company, to be used as part of the incentive compensation plan, or to be used for other purposes decided by the Board of Directors. The Board of Directors shall have the right to decide on other matters related to the issuance of shares. It is proposed that the authorization be effective until June 30, 2013. 20. Closing of the meeting B. Documents of the general meeting The proposals of the Board of Directors and its committees relating to the agenda of the 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 week 9. 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 1 April 2009. C. Instructions for the participants in the general meeting 1. The right to participate and registration Each shareholder, who is registered on 6 March 2009 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 book-entry account, is registered in the shareholders' register of the Company. A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting by giving a prior notice of participation no later than 9 March 2009 at 6:00 p.m. Such notice can be given: a) by e-mail elisa.yhtiokokous@yhteyspalvelut.elisa.fi; b) by telephone +358 800 0 6242 from Monday to Friday at 8:00 a.m. - 6:00 p.m.; c) by telefax +358 10 262 2727; or d) by regular mail to Elisa Corporation, Contact Center-palvelut / SÖ A 6223, PL 30, FI-00061 ELISA. 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. 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. 2. 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. Possible proxy documents should be delivered to the above mentioned e-mail, telefax or regular mail address before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the Annual General Meeting, must be entered into the shareholders' register of the Company on the record date 6 March 2009 of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. 4. Other information On the date of this notice to the Annual General Meeting 12 February 2009 the total number of shares and votes in Elisa Corporation is 166,307,586. ELISA Vesa Sahivirta Director, IR and Financial Communication tel. +35850 520 5555 Distribution: OMX Helsinki Stock Exchange Major Media www.elisa.com APPENDIX: CVs of the new proposed members of the Boards of Directors Ari Lehtoranta: born 1963. MSc in Telecommunications. Primary working experience: Employed by KONE Corporation and Member of the Executive Board since November 3, 2008. Previously served in Nokia Siemens Networks/Nokia Networks as Head of Radio Access (Senior Vice President) 2005 -2008, in Nokia Corporation as Vice President of Operational Human Resources 2003-2005, in Nokia Networks as Head of Broadband Division, Head of Systems Integration, Vice President for Customer Services for Europe and Managing Director of Nokia Telecommunications in Italy as well as in various other positions 1985- 2003. Raimo Lind born 1953, B.Sc. (Econ.), Graduated 1975 from Helsinki School of Economics and Business Administration, and with M.Sc (Econ.) in 1980. Primary working experience: Wärtsilä Group, positions within control and finance and in development and internationalisation 1976-80; Wärtsilä Diesel Group, Vice President & Controller 1980-84; Wärtsilä Singapore, Managing Director & Area Director 1984-88; Wärtsilä Service Division, Deputy Vice President 1988-89; Scantrailer Ajoneuvoteollisuus Oy, President 1990-92; Tamrock Oy, CFO 1992-93; Tamrock Service Business, Vice President 1994-96; Tamrock Coal Business, Vice President 1996-97. Positions of trust Deputy Chairman of the Board, Sato Oyj.