The biggest shareholders were determined according to the shareholder register of Elisa on 31 August 2022, and they named the members of the Nomination Board.
The composition of the Nomination Board:
Shareholders' Nomination Board report 18 January 2023
Following is information of the procedure as to how Elisa's Shareholder's Nomination Board is formed:
Elisa’s Annual General Meeting of 4 April 2012 decided to form a Shareholder's Nomination Board comprising of shareholders or representatives of shareholders.
Our largest shareholders may nominate representatives to the Shareholder's Nomination Board and fifth member is the Chairman of the Board of Directors.
The right to appoint members representing shareholders in the Shareholder's Nomination Board is determined according to the information registered on 31 August in Elisa’s shareholders’ register held by Euroclear Finland.
Should a shareholder, who according to the Finnish Securities Markets Act is obliged to report certain changes in holdings (ie Flagging rules), notify Elisa in writing of such a demand by 31 August at the latest, such shareholder’s holdings in several funds or group companies are added together when counting the share of votes.
Votes of the nominee registered shares are not regiestered normally in Elisa's shareholders' register held by Euroclear Finland. A holder of nominee registered shares is advised to contact its custodian bank for necessary instructions regarding the registration of the shares in the shareholders’ register, if it wishes to be eligible to use the nomination right. Please note that the registration of the shareholding into the book-entry securities system shall be initiated early enough to be effective by 31 August.
Questions or inquiries in relation to the above and for any notifications or announcements to Elisa relating to the Shareholder's Nomination Board, please contact Elisa's Senior Corporate Counsel, Company Secretary, Anne Vainio (tel. +358 50 68500 or email: anne.vainio@elisa.fi). Please include your contact information in any notifications.
Charter of the Shareholders' Nomination Board
1. Background and purpose
The Shareholders' Nomination Board (the "SNB") of Elisa Corporation is a body of shareholders responsible for preparing the proposals to the Annual General Meeting for the appointment and remuneration of the members of the Board of Directors, the Chairman and the Deputy Chairman of the Board of Directors.
The main purpose of SNB is to ensure that the Board of Directors and its members maintain and represent a sufficient level of knowledge and competence for the needs of the company and for this purpose to prepare well-founded proposals for the election and remuneration of the members of the Board of Directors to the Annual General Meeting
2. Election and composition of SNB
SNB consists of five (5) members. Four members shall represent the four shareholders who on 31 August preceding the Annual General Meeting represent the largest number of the votes of all shares in the company and who wish to participate in the nomination process. The Chairman of the Board of Directors shall be the fifth member of SNB. The SNB shall elect the Chairman from amongst its members.
The Chairman of the Board of Directors shall be in charge of identifying the largest shareholders of the company on 31 August of each year. The right to nominate shareholder representatives shall be vested with the four shareholders of the company having the largest share of votes in the company on 31 August preceding the Annual General Meeting. Should a shareholder not wish to exercise its right to appoint a member, the right shall be transferred to the next largest shareholder. The largest shareholders shall be determined on the basis of the shareholdings registered in the Finnish book-entry system.
The largest shareholders are determined on the basis of the shareholdings registered in the book-entry system. In case two shareholders own an equal amount of shares and votes and representatives of both shareholders cannot be appointed to SNB, the decision shall be made by drawing lots. Shareholder, who has divided its ownership e.g. into a number of funds and has an obligation to disclose changes in its shareholding under the Finnish Securities Markets Act, has a right to demand that its shareholding be counted as one by notifying the Chairman of the Board of Directors of Elisa Corporation in writing by 31 August preceding the Annual General Meeting.
Term of the office of SNB expires after the new SNB has been appointed.
Should a shareholder divest more than half of its shareholding, and as result of the divestment no longer be amongst the ten largest shareholders of Elisa Corporation, the appointed representative of such shareholder shall resign. The appointed representative shall exclude him/her from the work of the SNB or resign in case of conflict of interest. SNB may appoint a new member to replace a prematurely vacated seat. It is in the discretion of SNB to offer a vacant seat to a shareholder of Elisa Corporation. SNB must decide on replacements if the number of SNB members decreases to less than three during its term of office.
3. Decision-making
SNB shall have a quorum when more than half of its members are present. No decision shall be made, unless all members have been reserved the possibility to consider the matter and participate in the meeting.
Decisions of SNB shall be unanimous. If consensus cannot be reached, members of SNB shall present their own proposals to the General Meeting individually or jointly with other members of SNB.
All decisions of SNB must be recorded in SNB’s minutes. The minutes shall be dated and numbered and preserved in a safe manner. The minutes shall be signed by the Chairman together with at least one SNB member.
4. Duties of SNB
The duties of SNB shall include: