The Shareholders’ Nomination Board’s proposal 2017

The Shareholders’ Nomination Board’s proposal on the composition and remuneration of the Board of Directors 24 January 2017

The Shareholders’ Nomination Board of Elisa Corporation proposes to the Annual General Meeting of 6 April 2017 that the number of members of the Board of Directors to be seven (7). The Nomination Board proposes that Mr Raimo Lind, Ms Clarisse Berggårdh, Mr Petteri Koponen, Ms Leena Niemistö, Ms Seija Turunen and Mr Mika Vehviläinen be re-elected as members of the Board. The Nomination Board proposes further that Mr Antti Vasara is elected as a new member of the Board.

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

The Shareholders’ Nomination Board proposes that remuneration for the members of the Board of Directors remains 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 Chairman is paid EUR 9,000 per month, the Vice Chairman and the Chairman of the Audit Committee EUR 6,000 per month, and other members EUR 5,000 per month; and additionally EUR 500 per meeting of the Board and of a Committee. According to the proposal the monthly remuneration is paid in both company shares and in cash so that 40 % of the remuneration is used to acquire the company’s shares in the name of and on behalf of the Board members, and the remainder is paid in cash. The shares will be acquired for the Board members from the stock exchange on the third trading day following the publication of the first and third quarter interim reports, so that the first acquisition in the name of and on behalf of the Board members pursuant to this proposal will be made on the third trading day following the publication of the interim report regarding the period between 1 July and 30 September 2017.

The company shall be responsible for the costs accruing from the acquisition of the shares.

In case 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.

According to the proposal actual travelling expenses are reimbursed.

Proposed Members of Elisa's Board of Directors

Raimo Lind

(1953), M.Sc (Econ.), Helsinki School of Economics.

Member since 2009 and chairman since 2012.

Key employment history: Wärtsilä, Senior Executive Vice President and deputy to the CEO 2005–2013, CFO 1998-2013; Tamrock; Coal division president, Service division president, CFO 1992–97; Scantrailer, MD, 1990–91; Wärtsilä, Service division, Vice president, Wartsila Singapore Ltd, MD, Diesel division, VP Group Controller 1976–89.

Main Board memberships and public duties currently undertaken: Chairman of the Board: Evac Group Oy and Nest Capital. Member of the Board: HiQ AB and Nokian Tyres.

Clarisse Berggårdh

(1967), M.Sc (Econ.), Svenska Handelshögskolan Helsinki,

Member since 2016.

Key employment history: Pohjoisranta Burson-Marsteller, CEO 2016–; IUM Finland, CEO 2014–2016; Sanoma Magazines Finland, CEO 2010–2013; Advertising Sales Director 2006–2010; Dagmar Media Agency, Client Director 2003–2006; Codetoys, Business Director 2001–2003; Valio, Marketing manager 1994–2000.

Main Board memberships and public duties currently undertaken: Member of the Board: Fingertip Ltd 2013–;  Member of the Board, Suomen Mentorit 2014–.

 

Petteri Koponen

(1970)

Member since 2014.

Key employment history: Founding partner, Lifeline Ventures 2009–. Business development positions Google Inc. 2007–2009. Founder and CEO Jaiku Ltd, 2006–2007. Founder, CEO and later CTO First Hop 1997–2005. Other positions: Blyk.

Main Board memberships and public duties currently undertaken: Chairman of the Board: Grand Cru Oy, Mindfield Games Oy, Everywear Games Oy, Onemind Dogs Oy and Kontena Oy. Member of the Board: Smartly.io Solutions Oy. Member: DigiNYT-seurantaryhmä.

Leena Niemistö

(1963), MD, PhD, Specialist in Physical and Rehabilitation Medicine, University of Helsinki.

Member since 2010.

Key employment history: Pihlajalinna Oyj, Senior advisor 2016–. Dextra Oy, CEO 2003–2016. Pihlajalinna Oyj, Vice President,  2013–2016.

Main Board memberships and public duties currently undertaken:
Deputy Chairman of the Board of Pihlajalinna Oyj and Stockmann Oyj. Member of the board of Suomen Messut Osuuskunta. Chairman of the Board of The Finnish National Opera Ballet, HLD Healthy Life Devices Oy and BN Clarity Inc. Chairman of the prize committee of Ars Fennica. Member of the Board of Maanpuolustuskurssiyhdistys.

EK Terveyspalvelualan Liitto and Maanpuolustuskurssiyhdistys. Deputy Chairman of Helsinki region chamber of commerce. Deputy Chairman of the Board of Stockmann plc.

Seija Turunen

(1953), M.Sc. (Econ.), Graduated 1976 from Helsinki School of Economics and Business Administration, and with M.Sc (Econ.) in 1978.

Member since 2014.

Key employment history: Advisor of the Board Finnlines Oyj 2013–2014. Vice President and CFO Finnlines Oyj 2007–2013, and Director of harbor functions and CEO of harbor companies (Finnsteve-yhtiöt) 2010–2013. Director of Finance Finnlines Oyj 1992–2007. Other positions before 1992: Kansallis-Osake-Pankki, Midland Montagu, Finca, Enso-Gutzeit.

Main Board memberships and public duties currently undertaken: Chairman of the board of Finnpilot Pilotage Oy. Member of the board and chairman of the audit committee of Pihlajalinna Oyj.

Antti Vasara

(1965), Dr. Tech (Tech. Physics), Helsinki University of Technology.

Key employment history: VTT Technical Research Centre of Finland Ltd, CEO 2015–; Tieto Corporation, EVP 2012-2015; Nokia Corporation, SVP 2003-2012; SmartTrust Ltd, CEO 2000–2003; McKinsey & Company, Management consultant 1993–2000; Helsinki University of Technology, Researcher 1986–1991.

Main Board memberships and public duties currently undertaken: Member of the Board: Comptel Oyj 2012–; Nexeon Ltd (UK) 2014–; Espoo Marketing Oy 2015–; Helsinki Metropolitan Smart & Clean Foundation 2016-; Member of the Board of Governors: European Commission Joint Research Centre (JRC) 2015–; Member: Finnish Research and Innovation Council (TIN) 2016–; Vice President and Member of the Board: European Association of Research and Technology Organisations (EARTO) 2016–; Member of the Board: Palvelualojen työnantajat PALTA ry - Service Sector Employers PALTA 2017–.

Mika Vehviläinen

(1961), M.Sc (econ and BA) Helsinki School of Economics 1986.

Member since 2012 and Deputy Chairman since 2014.

Key employment history:  CEO, Cargotec from 1 March 2013. CEO, Finnair, 2010–2013. COO and member of the executive team of Nokia Siemens Networks, 2007–2010. Nokia Oyj, various positions in the group, 1992–2006.