Invitation to the Annual General Meeting of Elcoteq SE

March 3, 2006, Elcoteq SE’s shareholders are invited to attend the Annual General Meeting scheduled to take place at 2.00 pm (EET) on Thursday, March 23, 2006. The meeting will be held in the Ballroom of the Hotel Hilton Helsinki Strand, John Stenbergin ranta 4, Helsinki, Finland. Registration of participants and distribution of voting coupons will begin at 1.00 pm (EET).

The agenda will contain the following items:

1 The standard items stated in §17 of the Articles of Association

2 The proposal of the Board of Directors that the Board be authorized to float one or several convertible bonds and/or to issue stock options and/or to raise the share capital in one or several installments through a rights issue within one year from the Annual General Meeting. When issuing convertible bonds, stock options or new shares the Board shall be entitled to issue at most 6,234,315 new Series A shares of nominal value 0.40 euros 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 2,493,726 euros under this authorization.

The authorization contains the right to deviate from the pre-emptive subscription right of shareholders, referred to in 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 of subscription, and the terms of the convertible bonds and stock options. The Board is permitted to deviate from shareholders’ pre-emptive subscription right 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.

3 The Board of Directors proposes that the Annual General Meeting decide to authorize the Board to purchase the Company’s own shares in one or several installments. The Company may purchase at most 1,558,578 Series A shares, of nominal value 0.40 euros per share, using distributable funds and otherwise than in proportion to the holdings of the shareholders. The authorization includes the right to decide on purchasing the Company’s shares at the market price formed during public trading in each case. However, the aggregate nominal value of the shares so purchased, and the aggregate number of the votes carried by these shares, shall not exceed five (5) per cent of the Company’s total share capital and votes. The shares may be purchased to develop the Company’s capital structure, for use as consideration in the event of an acquisition or other structural arrangements, or for use in potential incentive schemes, or otherwise for the purpose of their disposal or nullification.

All the holders of the Series K shares have consented to the K shares in their possession not being purchased under this decision.

The authorization will remain in force for one year from the decision of the Annual General Meeting on March 23, 2006 until March 23, 2007.

4 The proposal of the Board of Directors that the Board be authorized to dispose of the Company’s shares purchased on the basis of the authorization described in Point 3 above, in one or several installments.

The authorization granted to the Board includes the right to dispose of at most 1,558,578 of the Company’s own shares, of nominal value 0.40 euros per share, to the extent that the nominal value of the purchased shares and the votes carried by these shares shall not exceed five (5) per cent of the Company’s share capital and the aggregate number of votes conferred by all the shares. The authorization includes the right to decide to whom and in what order the Company’s shares shall be disposed of, and the right to dispose of the shares otherwise than in proportion to the pre-emptive rights of the shareholders. The shares may be disposed of in the manner decided by the Board and to the extent determined by the Board as consideration in the event of an acquisition or other structural arrangements, or in conjunction with measures taken to develop the capital structure, or in conjunction with incentive schemes, or they may be sold through public trading. The Board of Directors will decide on the disposal price of the shares and the principles for determining this price. The shares may be disposed of in exchange for consideration other than cash.

The authorization will remain in force for one year from the decision of the Annual General Meeting on March 23, 2006 until March 23, 2007.

Documents

Copies of the documents related to the financial statements and the proposals of the Board of Directors will be on display for shareholders from 9.00 am (EET) on Thursday, March 16, 2006 at the Group office, Sinimäentie 8B, Espoo, Finland. Copies of the documents will be mailed to shareholders upon request.

Right to Participate in the Meeting

Shareholders who are entered in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd at the latest on Monday, March 13, 2006 shall have the right to participate in the Annual General Meeting.

Shareholders wishing to participate in the Annual General Meeting are kindly asked to notify the Company by 4.00 pm (EET) on Friday, March 17, 2006 either on the Company’s website www.elcoteq.com, or in writing to Elcoteq SE, Ms Marja Vihavainen, P.O. Box 8, FI-02631 Espoo, Finland, or by telefax +358 10 413 1804, or by telephone +358 10 413 1558 between the hours of 9.00-11.00 am or 1.00-4.00 pm (EET). Shareholders are kindly requested to provide their name, address and telephone number.

Written notification of participation must reach the Company before the notification period expires. Any powers of attorney, correctly detailed and dated, must reach the Company at the above address for inspection before the notification period expires.

Payment of Dividend

The Board of Directors has decided to propose to the Meeting that a dividend of 0.66 euros per share be distributed on the financial year January 1 - December 31, 2005. The dividend approved by the Meeting will be paid to shareholders registered in the company’s shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date, March 28, 2006. The dividend decided by the Meeting will be paid on April 4, 2006.

Composition of the Board of Directors

The Nomination Committee of the Board of Directors will propose to the Meeting that the following be re-elected to the Board: President Martti Ahtisaari; Eero Kasanen, Rector of the Helsinki School of Economics; Mr Heikki Horstia, Vice President, Treasurer, Wärtsilä Corporation; Mr Antti Piippo, principal shareholder of Elcoteq SE; Mr Henry Sjöman, founder-shareholder of Elcoteq SE; Mr Juha Toivola MSc; and Mr Jorma Vanhanen, founder-shareholder of Elcoteq SE. The individuals proposed have given their consent to re-election.

Appointment of the Auditor

The Audit Committee of the Board of Directors will propose to the Meeting that the firm of authorized public accountants KPMG Oy Ab under the supervision of Mr Mauri Palvi APA be appointed as the Company’s auditors for the financial year 2006.

About Elcoteq:
Elcoteq SE is a leading electronics manufacturing services (EMS) company with original design manufacturing (ODM) capabilities in the communications technology field. Elcoteq provides globally end-to-end solutions consisting of design, NPI, manufacturing, supply chain management and after-sales services for the whole lifecycle of its customers’ products. These products include terminal products such as mobile phones and set-top boxes as well as communications network equipment such as base-stations, tower-top amplifiers and microwave systems. The company operates on four continents in 15 countries and employs almost 20,000 people. Elcoteq’s consolidated net sales for 2005 totaled MEUR 4,169.0. Elcoteq SE is listed on the Helsinki Stock Exchange. More information on the company is available at www.elcoteq.com.

Contact Information

Ms Reeta Kaukiainen

Director, Communications and Investor Relations

Elcoteq SE

Contact via E-mail