Elisa

Renumeration Statement

As a rule, the Board of Directors of Elisa convenes eight to ten times a year.

The following compensation determined by the General Meeting will be paid to the Members of the Board in 2011:

- monthly remuneration fee for the Chairman EUR 9,000 per month
- monthly remuneration fee for the Deputy Chairman and chairman of the Committee for Auditing EUR 6,000 per month
- monthly remuneration fee for the Members EUR 5,000 per month
- meeting remuneration fee EUR 500/meeting/participant.

The monthly remuneration fees (deducted by tax withheld at the calculated rate of 60%) are used for purchases of Elisa shares every quarter. The shares are subject to a transfer restriction of four years during the term of Board service. The restriction is lifted when Board membership ends.

The Elisa holdings of the current Board Members (Ari Lehtoranta, Raimo Lind, Leena Niemistö, Eira Palin-Lehtinen and Risto Siilasmaa) are listed in the address http://www.elisa.com/on-elisa/investors/shareholders/insider-holdings/

The salary paid to CEO Veli-Matti Mattila in the financial year was EUR 642,453.80, consisting of a fixed salary including taxable benefits (EUR 509,165.00), and a performance-based bonus (EUR 133,288.80).  The performance-based bonus can total a maximum of 90 per cent of the taxable income. Moreover, the sum of EUR 656,937.77 was paid on the basis of the 2009 bonus and incentive scheme applicable to the management, of which shares in Elisa Corporation, including the asset transfer tax, accounted for EUR 314,634.74 (20,083 shares).

Elisa's CEO is entitled to retire at the age of 60.The supplementary pension is determined on the basis of the contribution. The supplementary pension insurance contribution that covers the pension as of the age of 62 was EUR 163,058.78 for 2010. The liability accrued with regard to the age of 60 and 61 EUR 326,769.00 is entered in Company’s balance sheet. Elisa's CEO is entitled to a paid-up pension.

The period of notice for the CEO is six months from Elisa's side and three months from the CEO's side. Should the contract be terminated by Elisa, the Chief Executive Officer is entitled to receive a severance payment equaling the total salary of 24 months minus his or her salary of the period of notice.

CEO Veli-Matti Mattila held 81,169 Elisa shares on 31 December 2010.

Members of the Executive Board are paid a total salary which includes salary in money and taxable benefits for the use of a company-owned car and telephone.

In addition, members of the Executive Board are paid a performance-based bonus based on financial targets set by the company's Board of Directors.

Elisa’s Executive Board is covered by the company’s long-term share-based incentive scheme.

The total salary paid to members of the Executive Board in the financial year was EUR 1,838,848.06 consisting of a fixed salary including taxable benefits (EUR 1,332,893.00), and a performance-based bonus (EUR 505,955.06). Moreover, the sum of EUR 1,724,460.91 was paid on the basis of the 2009 bonus and incentive scheme applicable to management, of which shares in Elisa Corporation, including the asset transfer tax, accounted for EUR 825,871.14 (52,715 shares).

The members of Elisa's Executive Board with the exception of the CEO are entitled to retire at the age of 62. The pensions are determined on the basis of the contribution. The annual supplementary pension insurance contribution in respect of the Executive Board was EUR 143,143.65.   

The salaries and other remuneration of the CEO and other members of the Executive Board, as well as their long-term incentive schemes, are decided upon by the Board of Directors.

Share-based incentive system

On 22 December 2008, Elisa’s Board of Directors decided on a new share-based incentive system for key personnel in the Elisa Group. The system is designed to align the goals of shareholders and key personnel in increasing the value of the company, to secure the commitment of key employees to the company and to offer them a competitive compensation scheme based on shareholding in the company.

The system consists of three earning periods: the calendar years 2009, 2010 and 2011. A total of 156,633 shares were paid in the spring of 2010 as the bonus through the system for the 2009 earning period. In addition to this, a cash portion that covers taxes was paid to the key persons. The shares will be subject to a lock-up period of two years following the earning period, during which time transfer restrictions are in effect. In the event that the employment of a key employee ends during the lock-up period, the shares subject to transfer restriction shall be returned to the company without consideration.

The bonus through the system for the 2010 earning period is based on the Elisa Group’s earnings per share (EPS) and revenue. The bonus for the 2010 earning period will be paid in 2011, partly as company shares and partly in cash. The portion payable in cash will cover the taxes and tax-like charges arising from the bonus. The shares involve a similar two-year transfer restriction as is applicable in the 2009 system.

Any bonus through the system for the 2011 earning period is based on the Elisa Group’s earnings per share (EPS) and revenue. The possible bonus for the 2011 earning period will be paid in 2012, partly as company shares and partly in cash. The portion payable in cash will cover the taxes and tax-like charges arising from the bonus. The shares involve a similar two-year transfer restriction as is applicable in the 2009 system.

The system covers approximately 50 employees in 2009 and 2010 and approximately 160 employees in 2011. The bonuses payable based on the system equal at most the value of some 2.2 million shares in Elisa Corporation (including not more than 1.1 million shares and the cash portion).

The Elisa holdings of the members of Elisa’s Executive Board are listed:

• Board of Directors
• Corporate Executive Board
• Annual General Meeting
• Articles of Association