<PAGE>   1
                                                                    EXHIBIT 1.1


Sonera Corporation
Articles of Association


Section 1 The name and registered office of the company
The name of the company in Finnish is Sonera Oyj, in Swedish Sonera Abp and in
English Sonera Corporation. The registered office of the company is in Helsinki.


Section 2 Line of business of the company
The line of business of the company is general telecommunications operations,
building and maintenance of telecommunications networks, and routing of
telecommunications; provision of various telecommunications, data
communications, Internet and value-added services, publications, content
provision and information service business, electronic commerce, planning,
development, manufacture, marketing and sales of terminal equipment, information
systems, software, services and other products, and related research, consulting
and maintenance operations, and other business related to them or supporting
them. The company conducts its business either directly itself or through its
subsidiaries or joint ventures. As the parent company of the Group companies,
the company is responsible for the corporate administration. The company has the
right to own shares and real property, trade in securities, and conduct other
investment business.


Section 3 Minimum and maximum capital
The minimum capital of the company is three hundred and nine million six
hundred thousand euros (EUR 309,600,000), and the maximum capital is one
billion two hundred and thirty-eight million four hundred thousand euros (EUR
1,238,400,000), within the limits of which the share capital may be increased
or decreased without amending the Articles of Association. The minimum number
of shares is seven hundred and twenty million (720,000,000) and the maximum
number of shares is two billion eight hundred and eighty million
(2,880,000,000).
The company shares do not have a nominal value.


Section 4 Book-entry securities system
After the registration date determined by the Board of Directors of the
company, the company shares are registered in the book-entry securities system.
After the registration date, the right to receive dividends distributed by the
company and the right to subscription in connection with an increase in the
share capital shall belong only to a person who, on the record day, has been
recorded in the shareholder register as a shareholder, or whose right to
receive payment has, on the record day, been entered in the book-entry account
of a shareholder registered in the shareholder register, and recorded in the
shareholder register; or, where the share is nominee-registered, in whose
book-entry account the share has been entered on the record day, and the
custodian of whose shares has been recorded in the shareholder register on the
record day as the custodian of the shares.


Section 5 Administrative bodies of the company
The company's administrative bodies are the Board of Directors, and the
President and CEO.


Section 6 Board of Directors
It is the duty of the Board of Directors to manage the company's operations in


                                       1
<PAGE>   2
compliance with the stipulations of the law and the Articles of Association.
The Board of Directors comprises a Chairman, Vice Chairman, and not less than
three (3) nor more than eight (8) regular members.

The Chairman, Vice Chairman and members of the Board are elected at the Annual
General Meeting.

The term of office of the members, Chairman and Vice Chairman of the Board shall
expire at the termination of the first Annual General Meeting following the
election, and nevertheless before the age of 65 years.

Section 7 Signing for the company

The company is signed for by the President and CEO alone, and members of the
Board of Directors, two together.

The Board of Directors may authorize other persons specified by name to sign
for the company two together or severally together with a member of the Board.

The Board of Directors decides on procurations. Procuration can be granted only
in such a manner that the holders of procuration sign for the company two
together or severally together with a member of the Board or another person
authorized to sign for the company.

Section 8 Auditors

The company shall have at least one (1) and no more than three (3) auditors.
The auditor shall be an auditor or public accounting corporation approved by
the Central Chamber of Commerce.

The auditor's term of office shall expire at the termination of the Annual
General Meeting following the election.

Section 9 Financial year

The company's financial year is the calendar year.

Section 10 Notice of meeting

The Board of Directors shall provide a notice of a General Meeting and other
notifications to shareholders by publishing an announcement in at least two (2)
national newspapers determined by the Board of Directors not earlier than two
(2) months prior to the deadline of registration referred to in the notice of
the General Meeting and not later than twelve (12) days prior to the General
Meeting.

Section 11 Advance registration

In order to be allowed to attend a General Meeting, a shareholder shall register
at the company before the expiration of the registration period indicated in the
notice of the meeting. The period of registration shall not expire earlier than
ten (10) days prior to the meeting.

Once the company shares are registered in the book-entry securities system, it
shall moreover be observed what the Companies' Act stipulates on the right to
attend a meeting of such a company.

Section 12 Shareholder's right to submit an item to the General Meeting

A shareholder shall notify the Board of Directors in writing of an item to be
submitted to the General Meeting in good time to allow the item to be
incorporated in the notice of

                                       2

<PAGE>   3
the General Meeting.

Section 13 Annual General Meeting
The Annual General Meeting shall be held once every year, within four (4) months
of the end of the financial year, at a date determined by the Board of
Directors. At the meeting shall be

presented
1. the financial statements, including the income statement, balance sheet and
annual report, and the consolidated income statement and balance sheet;
2. the auditors' report, and any statement issued by the Board of Directors on
account thereof;

resolved upon:
3. the adoption of the income statement and balance sheet, and the consolidated
income statement and balance sheet;
4. any measures warranted by the profit or loss shown in the adopted balance
sheet or consolidated balance sheet;
5. discharging the members of the Board of Directors, and the President and CEO
from liability; and
6. the number of members of the Board of Directors and of auditors, and their
remuneration;

elected
7. Chairman, Vice-Chairman and members of the Board of Directors; and
8. the auditors; and

transacted
9. any other business specifically indicated in the notice of the meeting.


                                       3