The Shareholders’ Nomination Board of Elisa Corporation proposals on 13 December January 2024 to the Annual General Meeting 2025:

1) The remuneration of the members of the Board of Directors and the grounds for reimbursement of expenses

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.

The Company shall be responsible for the costs accruing from the acquisition of the shares.

In the event that the acquisition of shares cannot be carried out due to reasons attributable to the Company or Board member, the entire remuneration shall be paid in cash.

Actual travel and other expenses arising from the Board work will be reimbursed.

2) The number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that the number of members of the Board of Directors would be 8 (in 2024).

3) Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting 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 to the General Meeting that 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.

The term of the members of the Board of Directors ends at the close of the Annual General Meeting in 2026.

Further information on the proposed nominees to the Board of Directors can be found on the Company's website at www.elisa.com/agm. 

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.