ELISA CORPORATION STOCK EXCHANGE RELEASE 8 JANUARY 2026 AT 9:45 AM
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 (https://elisa.com/corporate/governance/annual
-general-meeting/the-shareholders-nomination-boards-proposal/). 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