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
The 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.
Minimum and maximun number of shares
The Company shall have a minimum of 50,000,000 and a maximum of 1,000,000,000 shares.
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 Board of Directors shall elect the Managing Director and the Deputy Managing Director.
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.
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.
The Company's financial period shall be one calendar year.
The company has no less than one (1) and no more than two (2) auditors. The auditors shall be approved by the Central Chamber of Commerce. If only one auditor is appointed and it is not an entity of auditors, one (1) deputy auditor shall be appointed.
The term of office of the auditors shall be the financial year during which they are appointed. The duties of the auditors shall end at the conclusion of the first Annual General Meeting following the expiry of their terms of office.
Summons to General Meeting
The 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. Within the same time limitations the company must publish a notice containing information of the date and place of the Meeting and the address of the company's website in at least one newspaper published regularly in Finland as determined by the Board of Directors.
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 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:
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 be elected
8. Members of the Board of Directors;
9. Auditors and Alternate Auditor, if applicable.
A 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 13, 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 redeem.
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 above.
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 obligation.
The foregoing provisions regarding the determination of the redemption price for shares shall also apply to other securities to be redeemed pursuant hereto.
A shareholder 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 11 above.
A shareholder 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 question.
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 redeeming shareholder.
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.
Any 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.