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

ELISA CORPORATION STOCK EXCHANGE RELEASE 21 JANUARY 2019 AT 3:15 PM

The Shareholders’ Nomination Board of Elisa Corporation proposes to the Annual General Meeting of 3 April 2019 that the number of members of the Board of Directors remain at seven (7).

The current Chairman of the Board, Mr Raimo Lind has announced that he will not be available for re-election in the 2019 Annual General Meeting.

The Shareholders’ Nomination Board proposes that Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, 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 Kim Ignatius 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 Chairman of the Board and Mr Petteri Koponen be elected as the Deputy Chairman.

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 be changed and remuneration for meeting participation remains unchanged. 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 Chairman is paid an annual remuneration of EUR 120,000 (EUR 108,000 in 2018), the Vice Chairman and the Chairmen of the Committees EUR 80,000 (EUR 72,000 in 2018), and other Board members EUR 65,000 (EUR 60,000 in 2018); and additionally EUR 700 (EUR 700 in 2018) 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 2019.

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 Raimo Lind (Chairman 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