Elisa Oyj — Proxy Solicitation & Information Statement 2022

Jan 27, 2022

Notice to Elisa’s Annual General Meeting

Notice to Elisa’s Annual General Meeting

ELISA STOCK EXCHANGE RELEASE 27 JANUARY 2022 AT 9:00 AM

The Annual General Meeting of Elisa Corporation (the “Company”) will be held on
Wednesday, 6 April 2022 at 1:00 pm. The meeting will be held under special
arrangements without the presence of shareholders or their proxy representatives
at Elisa’s headquarters at Ratavartijankatu 5, Helsinki, Finland.

The Board of Directors of the Company has decided on an exceptional meeting
procedure based on the temporary legislation (375/2021) approved by the Finnish
Parliament on 27 April 2021 (the “Temporary Act”). In order to limit the spread
of the Covid-19, the Annual General Meeting will be held without the presence of
shareholders or their proxy representatives at the Meeting venue. This is
necessary in order to organize the General Meeting in a predictable way while
taking into account the health and safety of the Company’s shareholders,
personnel and other stakeholders.

Shareholders and their proxy representatives can participate in the meeting and
exercise their shareholder rights only by voting in advance and by making
counterproposals and presenting questions in advance in accordance with this
notice and the Company’s other instructions. It is not possible to participate
in the General Meeting at the Meeting venue. Shareholders can follow the General
Meeting on the Company’s website at elisa.com/agm (http://www.elisa.com/agm).
Shareholders following the General Meeting in this way are not considered to be
participating in the General Meeting. Instructions for shareholders are
presented in this notice under section C “Instructions for the participants in
the General Meeting”.

Following the General Meeting, Elisa will arrange a separate virtual Q&A event
for its shareholders. During the Q&A event, the participants will have the
possibility to ask questions related to the General Meeting from Elisa's
management. The event is not part of the General Meeting. Questions pursuant to
chapter 5, section 25 of the Finnish Limited Liability Companies Act, must
therefore be presented in advance as described in this notice under section C.
More information at elisa.com/agm (http://www.elisa.com/agm).

A. Matters on the agenda of the General Meeting

1. Opening of the Meeting

2. Calling the Meeting to order

Jukka Laitasalo, Attorney-at-Law, will act as the Chair. If Jukka Laitasalo is
not able to act as Chair due to a valid reason, the Board of Directors will
appoint a person it deems most suitable to act as Chair. The Chair may appoint a
secretary for the General Meeting.

1. Election of persons to scrutinize the minutes and to supervise the counting
   of votes

Anne Vainio, General Counsel, will act as the person to scrutinize the minutes
and supervise the counting of votes. If Anne Vainio is unable to act as the
person to scrutinize the minutes and supervise the counting of the votes due to
a valid reason, the Board of Directors will appoint a person it deems most
suitable to act as the person to scrutinize the minutes and supervise the
counting of the votes.

1. Recording the legality of the Meeting

2. Recording the attendance at the Meeting and adoption of the list of votes

Shareholders who have voted in advance within the advance voting period and have
the right to attend the General Meeting under chapter 5, sections 6 and 6 a of
the Finnish Limited Liability Companies Act will be deemed to have participated
at the General Meeting. The list of votes will be adopted based on information
provided by Euroclear Finland Oy.

1. Presentation of the Financial Statements, the Report of the Board of
   Directors and the Auditor’s Report for the year 2021

Presentation of the CEO’s review.

Since the Annual General Meeting may only be attended through advance voting,
the Company’s Annual Report, which includes the Company’s Financial Statements
and the Report of the Board of Directors, as well as the Auditor’s Report and
which is to be available on the Company’s website at
elisa.com/agm (http://www.elisa.com/agm) no later than three weeks prior to the
General Meeting, is here deemed to have been presented to the General Meeting.

1. Adoption of the Financial Statements

2. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

The Board of Directors proposes to the General Meeting that the profit for the
financial period 2021 be added to the accrued earnings and that a dividend of
EUR 2.05 per share be paid based on the balance sheet of 31 December 2021
adopted by the General Meeting. The dividend will be paid to a shareholder
registered in shareholders’ register of the Company held by Euroclear Finland Oy
on the dividend payment record date 8 April 2022. The Board of Directors
proposes that the dividend be paid on 20 April 2022.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. Remuneration Report

The Board of Directors proposes that the Remuneration Report of the Company’s
governing bodies for 2021 be approved. The resolution is advisory in accordance
with the Finnish Limited Liability Companies Act.

Since the Annual General Meeting may only be attended through advance voting,
the Remuneration Report which is to be available on the Company’s website at
elisa.com/agm (http://www.elisa.com/agm) by no later than Friday 4 February, is
here deemed to have been presented to the General Meeting.

1. Resolution on the remuneration of the members of the Board of Directors and
   on 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
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.

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.

1. Resolution on 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 9 (8 members in 2021).

1. Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting 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 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 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 2023.

Further information on the proposed nominees to the Board of Directors can be
found on the Company's website at 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.

1. Resolution on the remuneration of the Auditor and on the grounds for
   reimbursement of travel expenses

The Board of Directors proposes, on the recommendation of the Board's Audit
Committee, to the General Meeting, that the Auditor be remunerated and travel
expenses be reimbursed as per the Auditor’s invoice approved by the Company.

1. Election of Auditor

The Board of Directors proposes, on the recommendation of the Board's Audit
Committee, to the General Meeting that KPMG Oy Ab, Authorized Public Accountants
Organization, be re-elected as the Company’s auditor for the financial period
2022. KPMG Oy Ab has informed the Company that the auditor with principal
responsibility would be Mr Toni Aaltonen, Authorized Public Accountant.

1. Authorizing the Board of Directors to decide on the repurchase of the
   Company’s own shares

The Board of Directors proposes that the General Meeting authorize the Board of
Directors to decide on the repurchase or acceptance, as a pledge, a maximum
number of 5,000,000 Elisa shares using funds in the unrestricted equity of the
Company. The repurchase may be carried out in one or several instalments. The
price paid for the shares repurchased under the authorization shall, at the
maximum, be the highest price of Elisa shares in trading on the regulated market
at the time of purchase. In repurchasing of the Elisa shares derivative, share
lending and other arrangement customary in the capital market may be concluded
pursuant to the law and other regulations. The authorization entitles the Board
of Directors to repurchase the shares otherwise than in proportion to the
shareholdings of the shareholders (directed acquisition).

The shares may be repurchased in order to carry out acquisitions or other
arrangements related to the Company’s business, to improve the Company’s capital
structure, to be used as part of the Company’s incentive compensation plan, to
be transferred for other purposes, or to be cancelled.

It is proposed that the authorization include a right for the Board of Directors
to decide on all other matters related to the purchase of shares. The
authorization is proposed to be valid for 18 months from the date of the
resolution of the General Meeting. The authorization is proposed to revoke the
repurchase authorization granted to the Board of Directors by the Annual General
Meeting on 8 April 2021.

1. Authorizing the Board of Directors to decide on the issuance of shares as
   well as the issuance of special rights entitling to shares

The Board of Directors proposes that the General Meeting authorize the Board of
Directors to decide on the share issue, right of assignment of treasury shares
and/or granting of special rights referred to in Chapter 10, Section 1 of the
Finnish Limited Liability Companies Act.

The proposed authorization entitles the Board of Directors to make one or
several resolutions on share issue provided that the Board of Directors issues
shares up to a maximum number of 15,000,000. The share issue and shares granted
by virtue of special rights are included in the aforementioned maximum number.
At present, the proposed maximum number of such shares is approximately 9% of
all of the shares in the Company.

The share issue may either be made against payment or without payment and can
also be directed to the Company itself. The authorization entitles the Board of
Directors to issue the shares otherwise than in proportion to the shareholdings
of the shareholders (directed share issue). The shares may be issued under the
proposed authorization in order to carry out acquisitions or other arrangements
related to the Company's business, to finance investments, to improve the
Company’s capital structure, or to be used for other purposes decided on by the
Board of Directors.

It is proposed that the authorization include a right for the Board of Directors
to decide on all other matters related to the issuance of shares. The
authorization is proposed to be valid for 18 months from the date of the
resolution of the General Meeting. The authorization is proposed to revoke the
authorization to decide on the issuance of shares and special rights entitling
to shares granted to the Board of Directors by the Annual General Meeting on 8
April 2021.

1. Closing of the Meeting

B. Documents of the Annual General Meeting

This notice including all proposals of the Board of Directors and the
Shareholders’ Nomination Board relating to the agenda of the General Meeting is
available on the Company’s website at elisa.com/agm (http://www.elisa.com/agm).
The Remuneration Report is available on the above-mentioned website as of
Friday, 4 February 2022, at the latest and Annual Report of the Company
including the Company’s Financial Statements, the Report of the Board of
Directors and the Auditor’s Report as of Wednesday, 16 March 2022, at the
latest. The minutes of the Meeting will be available on the above-mentioned
website as of Wednesday, 20 April 2022, at the latest.

C. Instructions for the participants in the General Meeting

In order to limit the spread of Covid-19, the Annual General Meeting will be
arranged in such a way that neither shareholders nor their proxy representatives
may attend at the Meeting venue. Shareholders and their proxy representatives
can participate in the General Meeting and exercise their rights only by voting
in advance and by making counterproposals and presenting questions in advance
considering the limitations set out in the Temporary Act.

Neither may a shareholder or a proxy representative participate in the General
Meeting by means of real-time telecommunications, although shareholders may
follow the General Meeting on the Company’s website at
elisa.com/agm (http://www.elisa.com/agm). Shareholders following the General
Meeting in this way are not considered to be participating in the General
Meeting.

1. Right to participate of a shareholder registered in the shareholders'
   register

Each shareholder, who is registered on 25 March 2022 in the shareholders’
register of the Company held by Euroclear Finland Oy, has the right to
participate in the General Meeting. A shareholder, whose shares are registered
in his/her personal Finnish book-entry account, is registered in the
shareholders’ register of the Company.

1. Notice of participation of a shareholder registered in the shareholders’
   register and voting in advance

Registration for the meeting and advance voting will begin on 10 February 2022
at 9:00 am, when the deadline for delivering counterproposals has expired and
the Company has published the possible counterproposals to be put to a vote on
the Company’s website. A shareholder entered in the Company's shareholder
register, who wishes to participate in the General Meeting, must register for
the General Meeting and deliver his/her votes in advance by 30 March 2022 at
4:00 pm at the latest, by which time the notice of participation and the votes
must be received.

Shareholders with a Finnish book-entry account can register and vote in advance
during the period 10 February 2022 at 9:00 am – 30 March 2022 at 4:00 pm by the
following means:

a) On the Company’s website elisa.com/agm (http://www.elisa.com/agm)

Registering and voting in advance requires strong electronic identification
(bank codes or the Mobile ID) for natural persons. Strong electronic
identification is not required for legal persons. In such a case, however, legal
persons must provide the number of their book-entry account, as well as other
required information. If a legal person utilizes the Suomi.fi electronic
authorization, registration requires a strong electronic identification from the
authorized person, which works with bank codes or the mobile ID.

b) By regular mail or e-mail

A shareholder voting in advance by regular mail or e-mail must deliver an
advance voting form available on the Company’s website
elisa.com/agm (http://www.elisa.com/agm) to Euroclear Finland Oy by regular mail
to Euroclear Finland Oy, Yhtiökokous / Elisa Corporation, P.O. Box 1110, FI
-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu.

If a shareholder participates in the General Meeting by delivering votes in
advance by regular mail or e-mail to Euroclear Finland Oy, the delivery of the
votes before the deadline for registration for the meeting and advance voting
shall constitute a registration for the General Meeting as long as the
information required for registration as set out in the advance voting form is
provided.

A shareholder must, in connection with the registration, submit the requested
information, such as the shareholder’s identification and contact details.
Personal data disclosed in connection with the shareholders’ registration will
be used only in connection with the General Meeting and the thereto related
necessary handling of registrations.

Instructions regarding the voting are available to all shareholders on the
Company’s website elisa.com/agm (http://www.elisa.com/agm).

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights
thereat by way of proxy representation.

A proxy representative must produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
General Meeting. If a shareholder participates in the General Meeting by means
of several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting.

A template for a proxy document and voting instructions are available at the
Company’s website elisa.com/agm (http://www.elisa.com/agm) as of 10 February
2022 at the latest when the deadline for delivering counterproposals to be put
to a vote has expired and when the Company has published possible
counterproposals to be put to a vote on the Company’s website.

A shareholder, who will not vote in advance himself/herself, may, without any
cost to the shareholder use the Company’s proxy authorization service and
authorize Veli Siitonen, Attorney-at-Law at Merilampi Attorneys Ltd., or another
Attorney-at-Law, one independent of the Company, appointed by him to act as a
proxy representative and exercise the shareholder’s voting rights at the General
Meeting in accordance with the voting instructions given by the shareholder. A
signed proxy document including an advance voting form must be delivered to and
received by Attorney-at-Law Veli Siitonen by regular mail or e-mail (contact
details below) before the end of the registration and advance voting period.

Further information on the designated proxy representative is available on the
website https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen/ and
his contact details are:

· postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI
-00100 Helsinki, Finland
· e-mail: veli.siitonen@merilampi.com.

A shareholder may participate in the General Meeting and exercise his/her rights
thereat also by appointing another proxy representative of his/her choice. A
proxy representative appointed by a shareholder must also vote in advance by
regular mail or e-mail in the herein described manner (a proxy representative
cannot vote in the electronic advance voting system, with the exception of proxy
representatives of legal persons as described in the following paragraph). A
proxy representative must deliver a proxy document given to him/her including an
advance voting form or corresponding information by regular mail to Euroclear
Finland Oy, Yhtiökokous / Elisa Corporation, P.O. Box 1110, FI-00101 Helsinki,
Finland or by e-mail to yhtiokokous@euroclear.eu before the end of the
registration and advance voting period, by which time the documents or
corresponding information must be received. Delivery of a proxy document to
Euroclear Finland Oy before the expiration of the registration period
constitutes due registration for the General Meeting.

A shareholder who is a legal person can also use the electronic Suomi.fi
authorization service instead of a traditional proxy document. In this case, the
entity authorizes a proxy that they nominate in the Suomi.fi authorization
service at the website suomi.fi/e-authorizations using the mandate theme
“Representation at the General Meeting”. In connection with Euroclear Finland
Oy's General Meeting service, the person so authorized must identify himself or
herself with strong electronic identification in connection with the
registration, after which the electronic authorization will be checked
automatically. Strong electronic identification works with bank codes or the
Mobile ID. More information is available on the website suomi.fi/e
-authorizations.

1. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she would be
entitled to be registered in the shareholders’ register of the Company held by
Euroclear Finland Oy on the record date of the General Meeting 25 March 2022.
The right to participate in the General Meeting requires, in addition, that the
shareholder, on the basis of such shares, has been temporarily registered in the
shareholders’ register held by Euroclear Finland Oy at the latest by 10:00 am on
1 April 2022. As regards nominee registered shares, this constitutes due
registration for the General Meeting.

A holder of nominee registered shares is advised to request, without delay, the
necessary instructions regarding the temporary registration in the shareholder’s
register of the Company, the issuing of proxy documents and the registration for
the General Meeting from his/her custodian bank. The account manager of the
custodian bank has to register a holder of nominee registered shares temporarily
in the shareholders’ register of the Company at the latest by the time stated
above and arrange voting on behalf of a holder of nominee registered shares.

1. Making counterproposals to the proposed resolutions and presenting questions
   in advance

Shareholders holding at least one hundredth of all shares in the Company within
the meaning of the Temporary Act have the right to make a counterproposal to the
proposed resolutions on the agenda of the General Meeting, which will be put to
a vote. Such counterproposals must be delivered to the Company by e-mail to
elisa.yhtiokokous@elisa.fi by no later than 4 February 2022 at 4:00 pm.
Shareholders making a counterproposal must, in connection with delivering the
counterproposal, present evidence of their shareholdings. The counterproposal
will be considered at the General Meeting provided that the shareholder has the
right to participate in the General Meeting, he/she has registered for the
General Meeting and that the shareholder holds shares corresponding to at least
one hundredth of all shares in the Company on the record date of the General
Meeting. If the counterproposal is not to be taken up for consideration at the
General Meeting, the votes given in favour of the counterproposal will not be
taken into account. The Company will publish possible counterproposals to be put
to a vote on the Company’s website elisa.com/agm (http://www.elisa.com/agm) by
no later than 8 February 2022.

Pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies
Act, a shareholder may present questions with respect to the matters to be
considered at the General Meeting until 21 March 2022 by e-mail to
elisa.yhtiokokous@elisa.fi. Such questions by shareholders, the Company’s
responses to such questions, as well as counterproposals other than those put to
a vote, are to be made available on the Company’s website
elisa.com/agm (http://www.elisa.com/agm) by no later than 25 March 2022. As a
prerequisite for presenting questions, a shareholder must present evidence to
the Company of his/her shareholding upon request.

1. Other instructions/information

On the date of this notice to the Annual General Meeting, 27 January 2022, the
total number of shares and votes in Elisa Corporation is 167,335,073.

Changes in shareholdings occurring after the record date of the General Meeting
do not have an effect on the right to attend the General Meeting or on the
number of votes held by a shareholder.

Helsinki, 27 January 2022

ELISA CORPORATION
The Board of Directors

ELISA CORPORATION

Vesa Sahivirta
IR Director
tel. +358 50 520 5555

Distribution:

Nasdaq Helsinki
Principal media
elisa.com