Elcoteq Network Corporation's Annual General Meeting took place in Helsinki, Finland, on March 23, 2005. The Meeting confirmed the consolidated and parent company's income statements and balance sheets for the financial year 2004 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year. The Meeting also approved the Board's proposal to distribute a dividend of EUR 0.65 per share on the financial year January 1 - December 31, 2004.

Composition of the Board of Directors and fees

The Meeting elected seven members to the Board of Directors. The composition of the Board remained unchanged. The following persons were re-elected: President Martti Ahtisaari; Mr Heikki Horstia, Vice President, Treasurer, Wärtsilä Corporation; Dr Eero Kasanen, Rector of the Helsinki School of Economics; Mr Antti Piippo, principal owner and founder-shareholder of Elcoteq Network Corporation; Mr Henry Sjöman, founder-shareholder of Elcoteq Network Corporation; Mr Juha Toivola, MSc, and Mr Jorma Vanhanen, founder-shareholder of Elcoteq Network Corporation. The terms of office of the Board members extend until the end of the following Annual General Meeting. Ahtisaari, Horstia, Kasanen and Toivola are independent Board members, and they represent more than half the total number on the Board.

The Meeting approved the Nomination Committee’s proposal to pay the Board members an annual fee of EUR 45,000. Sixty percent of this fee is to be paid in cash and forty percent in shares; with respect to the latter payment, the Elcoteq shares must be acquired between April 29 and May 13, 2005 within the limits set by rules governing insider trading. The acquired shares may not be surrendered before the following Annual General Meeting unless the individual’s membership of the Board ends earlier.

The Meeting also decided that the full-time chairman of the Board will be paid an additional fee of EUR 35,000 per month and the deputy chairman an additional fee of EUR 8,000 per month.

Board meeting

Convening after the Annual General Meeting, the Board of Directors elected Antti Piippo as its chairman and Juha Toivola as the deputy chairman.

Antti Piippo was elected chairman of the Nomination Committee and Henry Sjöman, Jorma Vanhanen and Juha Toivola as this committee's other members.

Antti Piippo was elected chairman of the Working Committee and Henry Sjöman, Jorma Vanhanen and Juha Toivola as this committee's other members.

Juha Toivola was elected chairman of the Compensation Committee and Martti Ahtisaari, Heikki Horstia and Eero Kasanen as this committee's other members.

The Board elected Juha Toivola chairman of the Audit Committee and Martti Ahtisaari, Heikki Horstia and Eero Kasanen as this committee's other members.

Auditor

On the proposal of the Board's Audit Committee, the firm of authorized public accountants KPMG Oy Ab under the supervision of principal auditor Mr Mauri Palvi (APA) continues as the company's auditors. The auditors are paid a fee appropriate to the scope of their work.

Dividend

The Meeting decided to pay a dividend of EUR 0.65 per share. The dividend will be paid to shareholders who are registered on the record date, March 30, 2005, in the company's shareholder register maintained by the Finnish Central Securities Depository Ltd. The dividend payment date is April 6, 2005.

Authorization

The Meeting also approved the Board's proposal presented in the Invitation to the Meeting that the Board be authorized to float one or several convertible bond loans and/or to issue stock options and/or to raise the share capital in one or several installments through a rights issue. When issuing convertible bonds, stock options or new shares the Board shall be entitled to issue at most 6,141,172 new Series A shares with a nominal value of EUR 0.40 per share for subscription. However, the valid and unexercised authorizations of the Board of Directors concerning the total number of share capital increases and the votes carried by the new shares issued shall not exceed one-fifth of the company's total registered share capital and aggregate number of votes carried by the shares at the time of the authorization and the Board's decision to raise the share capital. The company's share capital may be increased by at most EUR 2,456,468.80 under this authorization. This authorization is in force for one year from the decision of the Meeting, i.e. until March 23, 2006.

The authorization contains the right to disapply the pre-emptive rights of shareholders, referred to Chapter 4 §2 of the Finnish Companies Act, to subscribe for new shares, convertible bonds or stock options, as well as the right to decide on the prices of such subscriptions, those entitled to make subscriptions, the terms and conditions of subscription, and the terms and conditions of the convertible bonds and stock options. The Board is permitted to disapply shareholders' pre-emptive subscription rights on condition that the company has sound financial grounds for doing so, such as financing an acquisition, other development of the company's business operations or capital financing arrangements, or incentive schemes for personnel. Should the share capital be raised by the issue of new shares, the Board of Directors shall be entitled to decide that the shares may also be subscribed through payment of consideration in kind or on other specific conditions. The Board may not exercise this authorization in the interests of a member of the company's inner circle.

The Meeting's decisions were carried unanimously.