The Shareholders’ Nomination Board of Elisa Corporation proposals to the Annual General Meeting 2026:

1. Remuneration of the members of the Board of Directors and 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 165,000 (EUR 160,000 in 2025), the Deputy Chair and the Chairs of the Committees EUR 91,000 (EUR 89,000 in 2025), and other Board members EUR 74,000 (EUR 73,000 in 2025). In addition, a meeting fee of EUR 800 (EUR 800 in 2025) 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 2025). 

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 2026. 

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. Number of the 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 nine (eight members in 2025).

3. Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that Mr Tuomas Hyyryläien, Mr Kim Ignatius, Ms Katariina Kravi, Ms Pia Kåll, Mr Urs Schaeppi, Ms Eva-Lotta Sjöstedt and Mr Christoph Vitzthum be re-elected as members of the Board. The Shareholders’ Nomination Board further proposes that René Lindell and Jane Silber. 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 2027. Further information on the proposed nominees to the Board of Directors can be found on the Company's website at 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.

Amendment of the Charter of the Shareholders’ Nomination Board

The Shareholders’ Nomination Board proposes to the General Meeting that the Charter of the Shareholders’ Nomination Board be amended as follows:

The Shareholders' Nomination Board proposes changes to the timing of the annual appointment of the Nomination Board; to the practices concerning the nomination rights of shareholders whose separated holdings are counted together; to the provisions concerning the quorum and unanimity of decision-making of the Nomination Board; and to the provisions concerning the preparation of proposals and amendment of the Charter. In addition, minor technical changes and updates are proposed to the Charter. The proposed Charter of the Shareholders’ Nomination Board in its amended form is attached to this proposal (Appendix 1).

In addition, a comparison with the current Charter of the Nomination Board is available on the company’s website at elisa.com/agm

Appendix 1: Proposal for the Charter of the Shareholders’ Nomination Board