Elisa Oyj: Proposal of the Shareholders' Nomination Board for the composition and remuneration of Elisa's Board of Directors

The Shareholders' Nomination Board of Elisa Corporation proposes to the Annual General Meeting in 2025 that the number of members of the Board of Directors be eight (there are currently eight members).

The current Chair of the Board, Mr Anssi Vanjoki and the current member of Board, Mr Antti Vasara have announced that they will not be available for re-election in the 2025 Annual General Meeting

The Shareholders' Nomination Board proposes that Mr Maher Chebbo, Mr Kim Ignatius, Ms Katariina Kravi, Ms Pia Kåll, Ms Eva-Lotta Sjöstedt and Mr Christoph Vitzthum be re-elected as members of the Board. The Shareholders' Nomination Board further proposes that Mr Tuomas Hyyryläinen and Mr Urs Schaeppi are elected as new members of the Board.

"The Shareholders' Nomination Board proposes two new members to be elected in Elisa's Board of Directors. Urs Schaeppi is an experienced industry executive, and Tuomas Hyyryläinen has diverse management experience from several different companies. The current Chair of the Board, Mr Anssi Vanjoki and the current member of Board, Mr Antti Vasara will be leaving the Board of Directors. The Nomination Board would like to thank them already at this stage for their long histories with the company and the valuable work they have done for the benefit of the company. During chairmanship of Vanjoki, Elisa has developed excellently, and the company has successfully implemented a change of CEO. As the new Chair, we propose the current Board member Christoph Vitzthum, who is an experienced business leader and has previously served successfully, among others, as the Chair of the Board of Directors of Konecranes", says Mr Pauli Anttila, Chair of Elisa's Shareholders' Nomination Board.

The Shareholders' Nomination Board proposes to the Annual General Meeting that Mr Christoph Vitzthum be elected as the Chair of the Board and Ms Katariina Kravi be elected as the Deputy Chair.

Based on the evaluation of the Shareholders' Nomination Board, the proposed candidates are deemed independent of Elisa and of Elisa's significant shareholders, with the exception of Tuomas Hyyryläinen who is deemed independent of Elisa but not independent of its significant shareholder Solidium due to his position as a member of Solidium's Board of Directors.

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 proposal of the Shareholders' Nomination Board to the Annual General Meeting is as follows:

The Chair be paid annual remuneration of EUR 160,000 (EUR 150,000 in 2024), the Deputy Chair and the Chairs of the Committees EUR 89,000 (EUR 87,000 in 2024), and other Board members EUR 73,000 (EUR 72,000 in 2024). In addition, a meeting fee of EUR 800 (EUR 800 in 2024) per meeting of the Board and of a Committee would be paid. However, if a Board member is physically present at a Board or Committee meeting that is held in a country other than his/her permanent home country, then the meeting fee would be EUR 1,600 (EUR 1,600 in 2024).  

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 mainly withholding tax on the annual remuneration. The shares will be acquired for the Board members on the third trading day following the publication of the interim report for the first quarter of 2025.

More information on the proposal of the Shareholders' Nomination Board on the composition of the Board of Directors and its full proposals are available on Elisa Corporation's website. The proposals of the Shareholders' Nomination Board 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 Jonna Ryhänen (Elo Mutual Pension Insurance Company) and Mr Anssi Vanjoki (Chair of the Board of Directors of Elisa Corporation).

Anssi Vanjoki did not take part in the decision-making on the remuneration to be paid to the Board of Directors.

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