NOTICE TO ELISA'S ANNUAL GENERAL MEETING
(Thomson Reuters ONE) - ELISA STOCK EXCHANGE RELEASE 12 FEBRUARY 2010 AT 9.00 amNOTICE TO THE ANNUAL GENERAL MEETINGNotice is given to the shareholders of Elisa Corporation (the "Company") to theAnnual General Meeting to be held on Thursday, March 18, 2010 at 2:00 p.m. atHelsinki Fair Center, Congress entrance, Messuaukio 1, Helsinki. The receptionof persons who have registered for the Meeting, the distribution of votingtickets and coffee will commence at 12:00 noon.A. Matters on the agenda of the Annual General MeetingAt the Annual General Meeting, the following matters will be considered:1. Opening of the Meeting2. Calling the Meeting to order3. Election of persons to scrutinize the minutes and to supervise the countingof votes4. Recording the legality of the Meeting5. Recording the attendance at the Meeting and adoption of the list of votes6. Presentation of the financial statements, the report of the Board ofDirectors andthe Auditor's report for the year 2009Review by the CEO7. Adoption of the financial statements8. Resolution on the use of the profit shown on the balance sheet and thecapital repayment and authorizing the Board of Directors to decide on donationsThe Board of Directors proposes to the Annual General Meeting that the profitfor the period 2009 shall be added to accrued earnings.The Board of Directors proposes to the Annual General Meeting a capitalrepayment of EUR 0.92 per share based on the adopted financial statements 2009.The capital repayment will be paid from the reserve for invested unrestrictedequity. The capital repayment will be paid to shareholders registered in theRegister of Shareholders held by Euroclear Finland Ltd on the record date March23, 2010. The Board of Directors proposes that the dividend be paid on March31, 2010.Further the Board of Directors proposes that the Annual General Meetingauthorize the Board of Directors to donate no more than EUR 700,000 to supportactivities of Finnish universities and colleges during year 2010.9. Resolution on the discharge of the members of the Board of Directors and theCEO from liability10. Resolution on the remuneration of the members of the Board of DirectorsThe Board's Compensation and Nomination Committee proposes to the Annual GeneralMeeting that the remuneration payable to the members of the Board of Directorsis as follows: the Chairman EUR 9,000 per month, the Vice Chairman and theChairman of the Audit Committee EUR 6,000 per month, and each member EUR 5,000per month and additionally EUR 500 per a meeting of the Board or a meeting of aCommittee. It is proposed that the monthly remuneration will be paid quarterlywithholding tax deducted and Elisa shares will be purchased with the net paymenton the last date of the quarter from public trading. A member of the Board is tobe committed to a four (4) years' restriction to convey the shares counted fromthe purchasing date of any share instalment. The restriction ends earlier incase the member is no longer a member of the Board of Directors. Actualtravelling expenses are remunerated.11. Resolution on the number of members of the Board of DirectorsThe Board's Compensation and Nomination Committee proposes to the Annual GeneralMeeting that the number of Board members to be seven (7).12. Election of members of the Board of DirectorsThe Board's Compensation and Nomination Committee proposes to the Annual GeneralMeeting that Pertti Korhonen, Ari Lehtoranta, Raimo Lind, Eira Palin-Lehtinen,Risto Siilasmaa and Ossi Virolainen be re-elected as members of the Board ofDirectors and Leena Niemist? elected as a new member of the Board ofDirectors. The term of the members ends at the close of the Annual GeneralMeeting in 2011.The new proposed Board member Leena Niemist? the Managing Director at MedicalCenter Dextra. The biographical details of the proposed nominees to the Board ofDirectors can be found on the Company's website atwww.elisa.com/annualgeneralmeeting.13. Resolution on the remuneration of the AuditorThe Board's Audit Committee proposes to the Annual General Meeting that theauditor to be elected be reimbursed according to the auditor's invoice.14. Resolution on the number of AuditorsThe Board's Audit Committee proposes to the Annual General Meeting that one (1)auditor to be elected.15. Election of AuditorThe Board's Audit Committee proposes to the Annual General Meeting that KPMG OyAb be re-elected as the Company's auditor for the financial period 2010. KPMG OyAb has informed the Audit Committee that the auditor with principalresponsibility would be Pekka Pajamo.16. Proposal by the Board of Directors to amend the 11 § of the Articles ofAssociationThe Board of Directors proposes to the Annual General Meeting that 11 § of theArticles of Association will be amended in its entirety as follows:The notice of a General Meeting shall be delivered to shareholders by publishinga notice on the website of the company no earlier than three months and no laterthan three weeks prior to the date of the Meeting, provided that the date of thepublication must be at least nine days prior the record date of the Meeting.Within the same time limitations the company must publish a notice containinginformation of the date and place of the Meeting and the address of thecompany's website in at least one newspaper published regularly in Finland asdetermined by the Board of Directors.In order to attend the General Meeting, a shareholder shall note the company ofhis/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.17. Authorizing the Board of Directors to decide on the distribution of fundsfrom unrestricted equityThe Board of Directors proposes that the Annual General Meeting authorize theBoard of Directors to resolve to distribute funds from the unrestricted equityto the maximum amount of EUR 100,000,000. The funds from the unrestricted equitymay be distributed in one or several instalments. Funds may be distributedeither 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 relatedto the distribution. It is proposed that the authorization be effective untilthe beginning of the following Annual General Meeting.18. Authorizing the Board of Directors to decide on the repurchase of theCompany's own sharesThe Board of Directors proposes that the Annual General Meeting authorize theBoard of Directors to resolve to repurchase or accept as pledge a maximum numberof 10,000,000 Elisa shares by using funds in the unrestricted equity. Therepurchase may be carried out in one or several instalments. The highest pricepaid for the shares repurchased under the authorization shall be the marketprice of Elisa shares in public trading at the time of purchase. In repurchasingof the Elisa shares derivative, share lending and other arrangement customary inthe capital market may be concluded pursuant to law and other applicableregulation. The authorization entitles the Board of Directors repurchase theshares in another proportion than that of the shares held by the currentshareholders (directed acquisition).The shares may be repurchased in order to carry out acquisitions or otherarrangements related to the Company's business, to improve the capital structureof the Company, to be used as part of the incentive compensation plan, to betransferred for other purposes, or to be cancelled.The Board of Directors shall have the right to decide on other matters relatedto the purchase of Elisa shares. It is proposed that the authorization beeffective until June 30, 2011 and terminate the authorization for repurchasinggranted by the Annual General Meeting on March 18, 2009.19. Authorizing the Board of Directors to decide on the issuance of shares aswell as the issuance of special rights entitling to sharesThe Board of Directors proposes that the Annual General Meeting authorize theBoard of Directors to pass a resolution concerning the share issue, the right ofassignment of treasury shares and/or the granting of special rights referred toin Chapter 10, Section 1 of the Company's Act.The authorization entitles the Board of Directors to resolve on one or severalissues provided that the Board of Directors may issue shares up to a maximumnumber of 15,000,000. The share issues and shares granted by virtue of specialrights are included in the aforementioned maximum number. At present, theproposed maximum number of such shares is about 9% of all shares in the Company.It is proposed that the share issue may be against payment or without paymentand can be directed to the Company itself. The authorization entitles the Boardof Directors to issue the shares in another proportion than that of the currentshareholdings (directed share issue). The shares may be issued under theproposed authorization in order to carry out acquisitions or other arrangementsrelated to the Company's business, to finance investments, to improve thecapital structure of the Company, or to be used for other purposes decided bythe Board of Directors.The Board of Directors shall have the right to decide on other matters relatedto the issuance of shares. It is proposed that the authorization be effectiveuntil June 30, 2014 and terminate the corresponding authorization granted by theAnnual General Meeting on March 18, 2009.20. Closing of the MeetingB. Documents of the Annual General MeetingThe proposals of the Board of Directors and its committees relating to theagenda of the Annual General Meeting as well as this notice are available onElisa Corporation's website at www.elisa.com/annualgeneralmeeting. The annualreport of Elisa Corporation, including the Company's financial statements, thereport of the Board of Directors and the Auditor's report, is available on theabove-mentioned website on February 25, 2010 at the latest. The proposals of theBoard of Directors and the financial statements are also available at theMeeting and copies of these documents and of this notice will be sent toshareholders upon request. The minutes of the Meeting will be available on theabove-mentioned website as from April 1, 2010.C. Instructions for the participants in the Annual General Meeting1. The right to participate and registrationEach shareholder, who is registered on March 8, 2010 in the shareholders'register of the Company held by Euroclear Finland Ltd., has the right toparticipate in the Annual General Meeting. A shareholder, whose shares areregistered on his/her personal Finnish book-entry account, is registered in theshareholders' register of the Company.A shareholder, who wants to participate in the Annual General Meeting, shallregister for the Meeting no later than March 10, 2010 at 6:00 p.m. by giving aprior notice of participation. Such notice can be given:a) through Elisa's website www.elisa.com/annualgeneralmeeting
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Datum: 12.02.2010 - 02:09 Uhr
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