The Shareholders’ Nomination Board’s proposal to AGM 2024

The Shareholders’ Nomination Board of Elisa Corporation proposals on 25 January 2024 to the Annual General Meeting 2024:

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 150,000 (EUR 140,000 in 2023), the Deputy Chair and the Chairs of the Committees EUR 87,000 (EUR 86,000 in 2023), and other Board members EUR 72,000 (EUR 71,000 in 2023). In addition, a meeting fee of EUR 800 (EUR 800 in 2023) 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 2023).  

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 from the stock exchange on the third trading day following the publication of the interim report for the first quarter of 2024.

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 2023, eight members until 18.8.2023, seven members from 18.8.2023)

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, Mr Anssi Vanjoki and Mr Antti Vasara be re-elected as members of the Board. Nomination Board further proposes that Mr Christoph Vitzthum is elected as a new member of the Board.

The Shareholders’ Nomination Board proposes to the 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 to be independent of the Company and of its significant shareholders.

The term of the members of the Board of Directors ends at the close of the Annual General Meeting in 2025.

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.

Information on the proposed members of Elisa's Board of Directors

Maher Chebbo

Member of the Board since 2021. Member of the People and Compensation Committee.

 (1965), PhD (Scientific), MinesParisTech (1990). Leading Global Businesses, Harvard Business School.

French citizen.

Independent of the company and main shareholders.

Key employment history: CTS, Founder & Board advisory roles 2020–. Univers Europe, MD 2022–. GE Digital, General Manager Global Power Digital Solutions 2017–2020. SAP, General Manager EMEA Energy & Industries Digital 2005–2017. SAP, Director SAP Corporate Venturing 2002–2004, Global Field Operations 2000–2001. SAP, Sales BU Head & Strategic Advisor to President Southwest Europe 1996–2000. Cap Gemini, Director Utilities, Telecom & Media Software Engineering 1990–1995. ARMINES, Data Science R&D Engineer 1987–1990.

Main Board memberships and public duties currently undertaken: Member of the CEET (Council of Engineers for Energy transition advising the UN-secretary General). Digital Group Chair: EU Batteries Europe.

Kim Ignatius

Member since 2019. Chair of the Audit Committee.

(1956), B.Sc (Econ.), Helsinki School of Economics.

Finnish citizen.

Independent of the company and significant shareholders.

Key employment history: Sanoma Corporation, Executive Vice President in 2017, CFO in 2008–2016. TeliaSonera AB, Executive Vice President and CFO 2003–2008. Sonera Oyj, Executive Vice President and CFO 2000–2002. Tamro Oyj, Group CFO 1997–2000.

Main Board memberships and public duties currently undertaken: Member of the Board and Chair of the Audit Committee: Duell Corporation. Vice Chair of the Board and Chair of the Audit Committee: Yliopiston Apteekki.  Member of the Board and Chair of the Audit Committee: Pihlajalinna Group.

Katariina Kravi

Member of the Board since 2022. Member of the People and Compensation Committee.

(1967), LLM, trained on the Bench, University of Turku.

Finnish Citizen.

Independent on the company and main shareholders.

Key Employment History: EVP, Human Resources, Stora Enso Oyj, 2020–. EVP, Human Resources, Tieto OyJ, 2012–2020. Several managerial and leadership roles in Human Resources, Nokia OyJ 1996–2012.

Pia Kåll

Member of the Board since 2022. Member of the Audit Committee.

(1980), M.Sc (Eng.) Helsinki University of Technology.

Finnish citizen.

Independent of the company and significant shareholders.

Key employment history: CapMan, CEO 2023–, Managing Partner CapMan Buyout 2016–2023. Outotec, Senior Vice President Strategy, Marketing and Operational Excellence 2013–2016. McKinsey&Company, Management consultant 2006–2013.

Eva-Lotta Sjöstedt

Member of the Board since 2020. Member of the People and Compensation Committee.

(1966), IHM Business School Bachelors degree (KY) Economics, Marketing. The Wharton School Executive education course 2013.

Swedish citizen.

Independent of the company and significant shareholders.

Key employment history: Senior advisory roles 2017–. Georg Jensen, CEO 2016–2018. Karstadt, CEO 2014–2015. IKEA Group, Global Deputy Retail Manager 2012–2013, CEO IKEA Netherlands 2009–2012, Various Executive roles for starting up IKEA Japan 2005–2009. Various positions in design and fashion.

Main board memberships and public duties currently undertaken: Metro AG: Member of Supervisory Board. Tritax EuroBox PLC: Non- executive director, Chair of ESG Committee. Alliance Pharma PLC: Non-executive director.

Anssi Vanjoki

Chair of the Board since 2019, member since 2018.

(1956), M.Sc (Econ.), Helsinki School of Economics.

Finnish citizen.

Independent of the company and significant shareholders.

Key Employment history: Lappeenranta University of Technology, Professor 2013–2019. Nokia Oyj, Executive Vice President and General Manager 1998–2011, Senior Vice President 1994–1998, Vice President 1991–1994. 3M Corporation, various positions 1981–1991.

Antti Vasara

Member of the Board since 2017. Member of the Audit Committee.

(1965), D.Sc. (Tech.), Helsinki University of Technology.

Finnish citizen.

Independent of the company and significant shareholders.

Key employment history: VTT Technical Research Centre of Finland Ltd, CEO 2015–. Tieto Corporation, EVP 2012-2015. Nokia Corporation, SVP 2003-2012. SmartTrust Ltd, CEO 2000–2003. McKinsey & Company, Management consultant 1993–2000. Helsinki University of Technology, Researcher 1986–1991.

Main Board memberships and public duties currently undertaken: Member of the Board:  Jane and Aatos Erkko Foundation. President and Member of the Board: European Association of Research and Technology Organisations (EARTO). Member of the Supervisory Board: Ilmarinen.

Christoph Vitzthum

(1969), M.Sc (Econ), Hanken School of Economics.

Finnish citizen.

Independent of the company and main shareholders.

Key employment history: President and CEO, Fazer Group 2013–. President Services, Executive Vice President, Wärtsilä Corporation 2009–2013. President Power Plants, Executive Vice President, Wärtsilä Corporation 2006–2009. President, Wärtsilä Propulsion 2002–2006.  

Main Board memberships and public duties currently undertaken: Board Member, Nordstjernan AB.  Board Member, Oras Invest Oy. Chair of the Supervisory Board, Varma. Board Member, CMI (Crisis Management Initiative).  Board Member, Finnish Food and Drink Industries' Federation. Board Member, Finnish-Swedish Chamber of Commerce.