The Shareholders’ Nomination Board’s proposal on the composition and remuneration of the Elisa Board of Directors

ELISA CORPORATION STOCK EXCHANGE RELEASE 28 JANUARY 2020 AT 10:15 AM

The Shareholders’ Nomination Board of Elisa Corporation proposes to the Annual General Meeting of 2 April 2020 that the number of members of the Board of Directors remain at seven (7).

The current Deputy Chair of the Board, Mr Petteri Koponen and the current member of Board, Ms Leena Niemistö have announced that they will not be available for re-election in the 2020 Annual General Meeting.

The Shareholders’ Nomination Board proposes that Ms Clarisse Berggårdh, Mr Kim Ignatius, Ms Seija Turunen, Mr Anssi Vanjoki and Mr Antti Vasara be re-elected as members of the Board. The Shareholders’ Nomination Board further proposes that Mr Topi Manner and Ms Eva-Lotta Sjöstedt are elected as new members of the Board. The Shareholders’ Nomination Board proposes to the Annual General Meeting that Mr Anssi Vanjoki be elected as the Chair of the Board and Ms Clarisse Berggårdh be elected as the Deputy Chair.

All the proposed Board Members are considered to be independent of the company and of its significant shareholders.

The Shareholders’ Nomination Board proposes that the amount of annual remuneration for the members of the Board of Directors and remuneration for meeting participation be changed. The proposal does not include share transfer restrictions; however the Shareholders’ Nomination Board does require that members of the Board hold shares in the company. The Shareholders' Nomination Board proposes the following to the Annual General Meeting: The Chair is paid an annual remuneration of EUR 123,000 (EUR 120,000  in 2019), the Vice Chair and the Chair of the Committees EUR 82,000 (EUR 80,000 in 2019), and other Board members EUR 67,000 (EUR 65,000 in 2019); and additionally EUR 750 (EUR 700 in 2019) per meeting of the Board and of a Committee.

According to the proposal, the annual remuneration will be paid partly in company shares and partly in cash so that 40 per cent of the remuneration amount will be used to acquire company shares in the name of and on behalf of the Board members and the remainder will be paid in cash in order to cover withholding tax on the annual remuneration. The shares will be acquired for the Board members from the stock exchange on the third trading day following the publication of the first quarter interim report of 2020.

More information on the Shareholders’ Nomination Board’s proposal on the composition of the Board of Directors and its full proposals are available on Elisa Corporation’s website at www.elisa.com/agm. The Shareholders’ Nomination Board’s proposals will be included in the invitation to the Annual General Meeting.

The Shareholders’ Nomination Board of Elisa Corporation is chaired by Mr Antti Mäkinen (appointed by Solidium Oy) and the other members are Mr Reima Rytsölä (Varma Mutual Pension Insurance Company), Mr Jouko Pölönen (Ilmarinen Mutual Pension Insurance Company), Ms Hanna Hiidenpalo (Elo Mutual Pension Insurance Company) and Mr Anssi Vanjoki (Chair of the Board of Directors of Elisa Corporation).

ELISA CORPORATION

Vesa Sahivirta
IR Director
tel. +358 50 520 5555

Additional information:

Antti Mäkinen
Chair of the Shareholders’ Nomination Board
tel. +358 10 830 8905

Distribution:

Nasdaq Helsinki
Principal media
www.elisa.com