Elisa Corporation's Articles of Association
Business name and domicile
The business name of the company is Elisa Oyj, in Swedish Elisa Abp and
in English Elisa Corporation. The company is domiciled in Helsinki.
Operations of the company
object of the company is to practice general telecommunications
operation, provide communications- and ICT-services domestically and
internationally. The company can provide devices and practice other
business relating and supporting thereto. The company can practice
consulting, research and control operations relating to the
communications and ICT. Additionally the company may provide payment
services. 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.
Equality of shares
All the shares in the Company shall confer equal rights.
Inclusion in the book-entry securities system
The shares in the Company are recorded in the book-entry securities system.
Board of Directors
The company has a Board of Directors that shall consist of no less than five (5) and no more than nine (9) members.
The Board of Directors shall be responsible for the administration and
the proper arrangement of the operations of the company in accordance
with the law and Articles of Association. The Board of Directors shall
elect from among its members a Chairman and a Deputy Chairman.
The General Meeting of Shareholders shall elect the Chairman and the Deputy Chairman.
The Board of Directors may elect from among its members one or more committees to support the work.
The term of office of a member of the Board of Directors shall expire
at the close of the first Annual General Meeting following the election.
The Board of Directors shall convene at the call of the Chairman as
often as the issues require a meeting or when a meeting is proposed by
the Managing Director. The Board of Directors shall constitute a quorum
when more than half of its members are present.
In the event of an equality of votes, the decision of the Board of Directors shall be the opinion supported by the Chairman.
The company has a Managing Director, who shall manage the company's
day-to-day business activities and administration in the supervision of
the Board of Directors and in accordance with its instructions.
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
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.
The Company's financial period shall be one calendar year.
An Authorized Public
Accountants Organization shall be elected as the Company’s auditor. The
auditor shall designate an Authorized Public Accountant having principal
The term of office of the auditor is the financial year during which
the auditor is appointed. The duties of the auditor end at the
conclusion of the first Annual General Meeting following the expiry of
its term of office.
Summons to General Meeting
notice of a General Meeting shall be delivered to shareholders by
publishing a notice on the website of the company no earlier than three
months and no later than three weeks prior to the date of the Meeting,
provided that the date of the publication must be at least nine days
prior the record date of the Meeting. In addition, the company may, if
the Board of Directors decides so, publish a notice containing
information on the date and time and place of the Meeting and the
address of the company's website in newspaper published regularly in
In order to attend the General Meeting, a shareholder
shall note the company of his/her intention to do so not later than the
date specified in the summons, which date may not be earlier than ten
(10) days before the General Meeting.
Annual General Meeting of Shareholders
The General Meeting of Shareholders may be held in Helsinki, Espoo or Vantaa, Finland.
The Annual General Meeting of Shareholders shall be held each year by the end of June and at the meeting the following shall be:
1. financial statements and the report of the Board of Directors;
2. the Auditor’s report;
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. approval of the remuneration policy, when necessary;
7. approval of the remuneration report;
8. remunerations and the criteria for travel cost compensation to the members of the Board of Directors, and Auditor;
9. the number of members of the Board of Directors;
12 § Redemption obligation
10. Members of the Board of Directors, a Chair and a Deputy Chair of the Board of Directors; and
shareholder holding, either alone or together with other shareholders as
defined hereinafter, shares in the company to such extent that votes
attaching to the shares reach or exceed 33 1/3 per cent or 50 per cent
(hereinafter, shareholder who is obliged to redeem) of the total votes
attached to all shares of the company, is obliged at the request of
other shareholders (hereinafter, shareholders entitled to redemption) to
redeem their shares and the securities giving right to such shares
under the Companies Act in the manner specified in this article.
When calculating shareholder's proportion of the total number of shares
in the company and of the votes attached to those shares, to the shares
shall also be included such shares, the votes of which the shareholder
may, on his own or jointly with a third party, use on the basis of a
contract or otherwise, as well as shares which are held by persons
determined above in Clause 12, subsection 1-4.
If a redemption
obligation arises on the basis of aggregated shareholdings or numbers of
votes, those shareholders being obliged to redeem shall jointly and
severally attend to the implementation of the redemption with respect to
the shareholders entitled to redemption. In such a situation, a demand
for redemption is considered, even without a separate demand, to be
directed at all those shareholders who are obliged to redeem.
Should two shareholders reach or exceed the limit of shareholdings or
votes resulting in an obligation to redeem, so that both are
simultaneously obliged to redeem, a shareholder entitled to redemption
may demand a redemption separately from each shareholder obliged to
A redemption obligation shall not apply to such shares
or the securities giving right to them, which the shareholder demanding
redemption has acquired after arising of the redemption obligation.
The redemption price for the shares shall be the higher of the following:
1. the weighted average trading price of the shares on the Helsinki
Exchanges during ten (10) days prior to the day when the company
received a notice from the shareholder obliged to redeem of that the
above mentioned proportion of the shareholding or votes had been reached
or exceeded or, should there be no such notification or should it not
arrive within due time, when the Board of Directors of the company
otherwise became aware thereof;
2. the average price weighted
with the number of shares, which the shareholder obliged to redeem has
paid for the shares that he/she has acquired or otherwise obtained
during the last 12 months preceding the date defined in paragraph 1
If an acquisition affecting the average price is
determined in some other currency than in euros, its corresponding value
in euros shall be calculated applying to the rate confirmed for such
currency by the Central Bank of Europe seven (7) days prior to the date
on which the Board of Directors notifies the shareholders of redemption
The foregoing provisions regarding the
determination of the redemption price for shares shall also apply to
other securities to be redeemed pursuant hereto.
who is obliged to redeem shall, within seven (7) days from the time the
redemption obligation arises, notify the company's Board of Directors in
writing of such obligation. The notification shall include information
on the number of shares owned by the shareholder obliged to redeem and
on the number and prices of shares acquired or otherwise obtained by
notifying shareholder during the last twelve (12) months. An address
where the shareholder obliged to redeem can be reached shall be enclosed
to the notification.
The Board of Directors shall notify the
shareholders of any redemption obligation within 30 days from receiving
the above mentioned notification or, if there is no such notification or
it does not arrive within due time, after the Board of Directors has
otherwise become aware of the redemption obligation. Such notification
shall include information on the time of arising of the redemption
obligation and on the basis for determination of the redemption price,
to the extent that they are known to the Board of Directors and shall
state the date by which a demand for redemption shall be presented.
The notification to the shareholders shall be delivered in compliance
with the provisions concerning the delivery of a summon to the General
Meeting as specified in article 10 above.
entitled to redemption shall in writing demand for redemption within 30
days from the publication of the notification of the Board of Directors
concerning the redemption obligation. The demand for redemption, which
shall be delivered to the company, shall include the number of those
shares and other securities which are subject to the demand. The
shareholder demanding redemption shall at the same time deliver to the
company the provisional documents giving right to obtain the shares, in
order to be delivered to the shareholder obliged to redeem against the
payment of the redemption price.
If no demand for redemption is
presented within the due time, the shareholder's right to demand
redemption becomes void with respect to the redemption situation in
The shareholder entitled to redemption has the right to withdraw his/her demand as long as no redemption has taken place.
After expiry of the period of time reserved for shareholders entitled
to redemption, the Board of Directors shall inform the shareholder
obliged to redeem of any demands for redemption which have been
presented. The shareholder obliged to redeem shall, within 14 days from
receiving information of the demands for redemption, pay the redemption
price in accordance with the manner determined by the company against
the delivery of the shares and of the securities giving right to the
shares or, if the shares to be redeemed have been registered in the
book-entry accounts of the shareholders in question, against receipt
issued by the company. In that event the company shall ensure that the
redeemed shares shall be entered into the book-entry account of the
On a redemption price which is not paid
within due time, a penalty interest of 16 % per annum shall be
calculated from the date when the redemption price should have been paid
at the latest. If the shareholder obliged to redeem has further failed
to observe the above provisions on the notification obligation, the
penalty interest shall be calculated from the date when the notification
obligation should have been fulfilled at the latest.
disagreements regarding the above redemption obligation, the right to
demand redemption related thereto and the amount of the redemption price
shall be settled in an arbitration procedure at the company's domicile
in accordance with the provisions of the Arbitration Proceedings Act
(967/92). The laws of Finland shall govern the arbitration proceedings.