Elisa Oyj: Decisions of Elisa's Annual General Meeting 2026
ELISA STOCK EXCHANGE RELEASE 1 APRIL 2026 AT 4:00 PM
In accordance with the proposal of the Board of Directors, Elisa's Annual General Meeting decided to pay a maximum dividend of EUR 2.40 per share based on the adopted balance sheet of 31 December 2025. The dividend will be paid in four instalments as follows.
The first instalment of the dividend of EUR 0.60 per share will be paid to a shareholder registered in the shareholders' register of the Company held by Euroclear Finland Oy on the dividend payment record date of the first instalment of 7 April 2026. The first instalment of the dividend will be paid on 15 April 2026.
In addition, the AGM authorised the Board of Directors to later decide, at its discretion, on the distribution of a maximum dividend of EUR 1.80 per share in total. The authorisation is valid until the opening of the next AGM.
Unless the Board of Directors decides otherwise for a justified reason, the authorisation will be used to distribute dividend in three equal-sized instalments during the period of validity of the authorisation. The Board of Directors will make separate resolutions on each distribution of dividend so that the preliminary record and payment dates for each dividend instalment will be as set out below. The Company will make separate announcements of each such resolution.
Preliminary record dates Preliminary payment dates Preliminary amounts
20 July 2026 29 July 2026 EUR 0.60 per share
26 October 2026 4 November 2026 EUR 0.60 per share
10 February 2027 17 February 2027 EUR 0.60 per share
Each dividend instalment based on the authorisation will be paid to shareholders registered in the Company's shareholder register maintained by Euroclear Finland Oy on the dividend record date of the instalment in question.
The AGM adopted the financial statements for 2025. The members of the Board of Directors and the CEO were discharged from liability for 2025.
The AGM approved the Remuneration Report for the Company's governing bodies for 2025. The resolution is advisory in accordance with the Finnish Limited Liabilities Companies Act.
The number of the members of the Board of Directors was confirmed at nine (9). Mr Tuomas Hyyryläinen, Mr Kim Ignatius, Ms Katariina Kravi, Ms Pia Kåll, Mr Urs Schaeppi, Ms Eva-Lotta Sjöstedt and Mr Christoph Vitzthum were re-elected as members of the Board. Mr René Lindell and Ms Jane Silber were elected as new members of the Board. Mr Christoph Vitzthum was appointed as the Chair and Ms Katariina Kravi as the Deputy Chair of the Board of Directors.
The AGM decided that the amount of annual remuneration for the members of the Board of Directors be changed. The Chair will be paid an annual remuneration of EUR 165,000, the Deputy Chair and the Chairs of the Committees EUR 91,000, and other Board members EUR 74,000. Additionally, EUR 800 per meeting of the Board and of a Committee will be paid. However, if a Board member is physically present at the Board or Committee meeting, which is held in a country other than his/her permanent home country, the meeting fee is EUR 1,600.
Ernst & Young Oy, Authorised Public Accountants Organisation and Authorised Sustainability Audit Firm, was elected as company's auditor and sustainability reporting assurer. Terhi Mäkinen (APA) and Authorised Sustainability Auditor (ASA) was elected as the responsible auditor and the sustainability reporting auditor with principal responsibility. Auditor and sustainability reporting assurer will be remunerated, and travel expenses reimbursed in accordance with the invoice accepted by the company.
The AGM decided to authorise the Board of Directors to decide on the repurchase or acceptance as pledge the company's own shares. The repurchase may be directed. The amount of shares under this authorisation is 5 million shares at maximum. The shares may be repurchased 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, to be used as part of the Company's incentive scheme, to be transferred for other purposes, or to be cancelled. The authorisation is valid for 18 months from the date of the resolution of the AGM.
The AGM decided to authorise the Board of Directors to pass a resolution concerning the share issue, the right of assignment of treasury shares and/or the granting of special rights referred to in the the Finnish Limited Liabilities Companies Act. The authorisation entitles the Board of Directors to execute the issue as directed. The amount of shares under this authorisation is 15 million shares at maximum. The shares may be issued under the proposed authorisation 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, to be used as part of the company's incentive scheme or to be used for other purposes decided by the Board of Directors. The authorisation is valid for 18 months from the date of the resolution of the AGM.
The AGM decided that the Charter of the Shareholders' Nomination Board is amended. The changes are made to the timing of the annual appointment of the Nomination Board; to the practices concerning the nomination rights of shareholders whose separated holdings are counted together; to the provisions concerning the quorum and unanimity of decision-making of the Nomination Board; and to the provisions concerning the preparation of proposals and amendment of the Charter. In addition, minor technical changes and updates are made to the Charter. The Charter is available on the Company's website.
ELISA CORPORATION
Mr. Vesa Sahivirta
IR Director
tel. +358 50 520 5555
Distribution:
Nasdaq Helsinki
Principal media
elisa.com