Elisa Oyj — AGM Information 2021

Dec 1, 2021

The Shareholders’ Nomination Board’s proposal on the composition and remuneration of the Elisa Board of Directors

The Shareholders’ Nomination Board’s proposal on the composition and remuneration of the Elisa Board of Directors

ELISA CORPORATION STOCK EXCHANGE RELEASE 1 DECEMBER 2021 AT 10:00 AM

The Shareholders’ Nomination Board of Elisa Corporation proposes to the Annual
General Meeting in 2022 that the number of members of the Board of Directors
would be nine (eight members in 2021).

The current member of Board, Ms Seija Turunen has announced that she will not be
available for re-election in the 2022 Annual General Meeting.

The Shareholders’ Nomination Board proposes that Ms Clarisse Berggårdh, Mr Maher
Chebbo, Mr Kim Ignatius, Mr Topi Manner, Ms Eva-Lotta Sjöstedt, Mr Anssi Vanjoki
and Mr Antti Vasara be re-elected as members of the Board. The Shareholders’
Nomination Board further proposes that Ms Katariina Kravi and Ms Pia Kåll are
elected as new members of the Board. The Shareholders’ Nomination Board proposes
to the Annual General Meeting that Mr Anssi Vanjoki be elected as the Chair of
the Board and Ms Clarisse Berggårdh be elected as the Deputy Chair.

All the proposed Board Members are considered independent of the company and of
its significant shareholders.

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
Shareholders' Nomination Board proposes to the Annual General Meeting as follows

The Chair is paid an annual remuneration of EUR 130,000 (EUR 126,000 in 2021),
the Deputy Chair and the Chairs of the Committees EUR 85,000 (EUR 84,000 in
2021), and other Board members EUR 70,000 (EUR 69,000 in 2021). In addition, a
meeting fee of EUR 800 (EUR 800 in 2021) per meeting of the Board and of a
Committee would be paid. However, if a Board member is physically present in the
Board or Committee meeting, which is held in a country other than his/her
permanent home country, then the meeting fee would be EUR 1,600 (in 2021 EUR
1,600 only for Board members who have their permanent residence outside
Finland).

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 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 first
quarter interim report of 2022.

More information on the Shareholders’ Nomination Board’s proposal on the
composition of the Board of Directors and its full proposals are available on
Elisa Corporation’s website at
elisa.com/agm (https://elisa.com/corporate/governance/annual-general-meeting/).
The Shareholders’ Nomination Board’s proposals will be included in the
invitation to the Annual General Meeting.

The Shareholders’ Nomination Board of Elisa Corporation is chaired by Mr Pauli
Anttila (appointed by Solidium Oy) and the other members are Mr Jouko Pölönen
(Ilmarinen Mutual Pension Insurance Company), Mr Reima Rytsölä (Varma Mutual
Pension Insurance Company), Ms Hanna Hiidenpalo (Elo Mutual Pension Insurance
Company) and Mr Anssi Vanjoki (Chair of the Board of Directors of Elisa
Corporation).

ELISA CORPORATION

Vesa Sahivirta
IR Director
tel. +358 50 520 5555

Additional information:

Pauli Anttila
Chair of the Shareholders’ Nomination Board
tel. +358 10 830 8909

Distribution:

Nasdaq Helsinki
Principal Media
elisa.com