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

The Shareholders' Nomination Board of Elisa Corporation proposes to the Annual General Meeting in 2026 that the number of members of the Board of Directors be nine (there are currently eight members).

The current member of Board, Mr Maher Chebbo has announced that he will not be available for re-election in the 2026 Annual General Meeting.

The Shareholders' Nomination Board proposes that Mr Tuomas Hyyryläinen, 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 Mr René Lindell and Ms Jane Silber 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. René Lindell has strong financial experience as a CFO of a listed company and broad expertise in both the technology sector and consumer business. Jane Silber possesses extensive strategic competence and particular experience in international software business and board work in various companies. Maher Chebbo will be leaving the Board of Directors. The Nomination Board would like to thank him already at this stage for the valuable work he has done for the benefit of Elisa. In addition, the Nomination Board proposes to revise its charter to better reflect the current needs of the Nomination Board's work," says Mikko Mursula, 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 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.

In addition, the Shareholders' Nomination Board proposes amendments to the Charter of the Shareholders' Nomination Board. 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 release.

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. In addition, a comparison with the current Charter of the Nomination Board is available on the company'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 Mikko Mursula (appointed by Ilmarinen Mutual Pension Insurance Company), and the other members are Mr Timo Mäkinen (Solidium Oy), Mr Markus Aho (Varma Mutual Pension Insurance Company), Ms Jonna Ryhänen (Elo Mutual Pension Insurance Company) and Mr Christoph Vitzthum (Chair of the Board of Directors of Elisa Corporation).

Mr Christoph Vitzthum 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:

Mikko Mursula
Chair of the Shareholders' Nomination Board
tel. +358 50 380 3016

Distribution:

Nasdaq Helsinki
Principal media
elisa.com