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

ELISA CORPORATION STOCK EXCHANGE RELEASE 18 JANUARY 2023 AT 6:00 PM

The Shareholders’ Nomination Board of Elisa Corporation proposes to the Annual General Meeting in 2023 that the number of members of the Board of Directors would be eight (nine members in 2022).

The current member of Board, Ms Clarisse Berggårdh has announced that she will not be available for re-election in the 2023 Annual General Meeting.

The Shareholders’ Nomination Board proposes that Mr Maher Chebbo, Mr Kim Ignatius, Ms Katariina Kravi, Ms Pia Kåll, Mr Topi Manner, Ms Eva-Lotta Sjöstedt, Mr Anssi Vanjoki and Mr Antti Vasara be re-elected as 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 Katariina Kravi be elected as the Deputy Chair.

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

With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that at Elisa, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, is also responsible for making sure that the proposed Board of Directors as a whole also has the best possible expertise and experience for the company and that the composition of the Board of Directors also meets other requirements of the Finnish Corporate Governance Code for listed companies.

The Shareholders’ Nomination Board proposes that the amount of annual remuneration for the members of the Board of Directors be changed, but that the level of remuneration for participating in meetings should remain unchanged. The proposal does not include share transfer restrictions; however the 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 140,000 (EUR 130,000 in 2022), the Deputy Chair and the Chairs of the Committees EUR 86,000 (EUR 85,000 in 2022), and other Board members EUR 71,000 (EUR 70,000 in 2022). In addition, a meeting fee of EUR 800 (EUR 800 in 2022) per meeting of the Board and of a Committee would be paid. However, if a Board member 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 (in 2022 EUR 1,600).  

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 2023.

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. 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 Pauli Anttila (appointed by Solidium Oy) and the other members are Mr Jouko Pölönen (Ilmarinen Mutual Pension Insurance Company), Mr Markus Aho (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:

Pauli Anttila
Chair of the Shareholders’ Nomination Board
tel. +358 10 830 8909

Distribution:

Nasdaq Helsinki
Principal Media
elisa.com