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

ELISA CORPORATION STOCK EXCHANGE RELEASE 30 NOVEMBER 2020 AT 16.45 PM

The Shareholders’ Nomination Board of Elisa Corporation proposes to the Annual General Meeting in 2021 that the number of members of the Board of Directors would be eight (seven members in 2020).

The Shareholders’ Nomination Board proposes that Ms Clarisse Berggårdh, Mr Kim Ignatius, Mr Topi Manner, Ms Eva-Lotta Sjöstedt, 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 Maher Chebbo is  elected as a new member 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 to the Annual General Meeting as follows:

The Chair is paid an annual remuneration of EUR 126,000 (EUR 123,000 in 2020), the Deputy Chair and the Chairs of the Committees EUR 84,000 (EUR 82,000 in 2020), and other Board members EUR 69,000 (EUR 67,000 in 2020). In addition, a meeting fee of EUR 800 per meeting of the Board and of a Committee would be paid. However, if a Board member lives permanently outside Finland and is physically present in the Board or Committee meeting, which is held in a country other than his/her permanent home country, then the meeting fee would be EUR 1,600 (EUR 750 in 2020, irrespective of the home country of the Board member or the country in which the meeting was held).

According to the proposal, the annual remuneration will be paid partly in Company shares and partly in cash so that 40% of the remuneration is 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 2021.

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 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 Jouko Pölönen (Ilmarinen Mutual Pension Insurance Company), Mr Reima Rytsölä (Varma 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 
elisa.com