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

Elisa's Shareholders’ Nomination Board proposes increasing the Board from eight to nine members, re-electing seven incumbents and adding René Lindell and Jane Silber while Maher Chebbo will not stand for re-election; Christoph Vitzthum is proposed as Chair and Katariina Kravi as Deputy Chair. The Nomination Board deems all proposed directors independent except Tuomas Hyyryläinen (independent of Elisa but not of major shareholder Solidium) and proposes amendments to its Charter. It recommends raising annual Board fees modestly—Chair to EUR 165,000 (from EUR 160,000), Deputy/Committee Chairs EUR 91,000 (from EUR 89,000), other members EUR 74,000 (from EUR 73,000)—with meeting fees EUR 800 (EUR 1,600 if held outside a director's home country) and 40% of annual remuneration to be paid in company shares (acquired on the third trading day after the Q1 2026 interim report publication).

Analysis

Market structure: Governance tweaks and the two board appointments (finance + international software) are a modest positive for Elisa (HEL:ELISA) — they increase the probability of tighter capital allocation and software-led revenue mix over 12–24 months. Immediate market impact is negligible; the proposed share-purchase element for board pay will create micro-buy pressure on the specific post-Q1 trading day (order of magnitude likely <0.01% of free float). Competitively this nudges Elisa toward higher multiple comparability with Nordic integrated telco/software peers, potentially compressing the discount by ~1–3% of EV/EBITDA over a year if execution follows.

Risk assessment: Tail risks include governance friction with significant shareholder Solidium (Hyyryläinen’s dual role), activist pushback over higher fees, or a rapid pivot to M&A that raises leverage — each could move the stock ±15–25% in stressed scenarios. Timewise: near-term (days–weeks) watch AGM voting outcomes and any dissent; medium-term (3–12 months) watch strategy/asset allocation shifts and Q1 results; long-term (12–36 months) watch revenue composition and margin progression. Hidden dependencies: charter changes centralizing nomination mechanics could entrench incumbent-friendly boards and reduce minority safeguards, changing long-term governance premium.

Trade implications: Direct: consider establishing a 2–4% long position in HEL:ELISA sized to portfolio volatility, target +12% in 3–9 months, stop -8%; trim on AGM or Q1 beats. Pair: long ELISA vs short TELIA (STO:TELIA B) 1:1 for a relative-quality play (expect ELISA multiple re-rating), horizon 6–12 months. Options: buy a 6–9 month call spread on ELISA (buy 5% OTM, sell 15% OTM) to cap cost and capture potential re-rating around Q1/Q2 catalysts.

Contrarian angles: The market may underprice the significance of adding international software expertise — if management accelerates software ARR growth by +200–400 bps CAGR, valuation upside could be >15% over 18 months. Conversely, the modest fee increase and share-based pay could antagonize large Finnish pensions causing temporary selling; if institutional dissent >10% at AGM or sell-side downgrades follow, expect a >10% downside window. Historical Nordic telecom governance turnarounds suggest outcomes vary; trade small, size into confirmed execution (two consecutive quarters of software revenue growth) rather than rhetoric.

Key Decisions for Investors

• Establish a 2–4% long position in Elisa (HEL:ELISA) within 2 weeks, target +12% in 3–9 months, set tactical stop-loss at -8%; size to portfolio volatility and reduce if AGM shows >10% dissent or Q1 misses consensus by >5% revenue.
• Implement a relative-value pair: long ELISA / short Telia (STO:TELIA B) 1:1, 6–12 month horizon, reduce if ELISA underperforms Telia by >6% in 30 days or if ELISA guidance turns conservative.
• Buy a 6–9 month call spread on ELISA (buy ~5% OTM, sell ~15% OTM) sized to 0.5–1% of portfolio notional to capture re-rating into Q1 interim report; exit on >80% of max spread profit or 3 weeks after Q1 publication.
• Vote/engage signal: for fiduciary portfolios with Nordic exposure, require management to publish a 12-month roadmap for software ARR targets and capital allocation within 90 days post-AGM; if unmet, reduce ELISA exposure by 50% within next 60 days.