Decisions of the Extraordinary General Meeting of Finnair Plc
Finnair Plc Stock Exchange Release 27 October 2023 at 3.55 p.m. EEST
The Extraordinary General Meeting (EGM) of Finnair Plc was held on 27 October 2023 without a meeting venue as a virtual meeting in accordance with Section 11 of the Articles of Association of the Company and Chapter 5, Section 16 Subsection 3 of the Finnish Companies Act. The EGM adopted all the proposals of the Board of Directors to the EGM.
Authorising the Board of Directors to resolve on a rights offering
In accordance with the proposal of the Board of Directors, the EGM resolved that the Board of Directors is authorised to decide on the issuance of a maximum of 22,000,000,000 new shares as follows.
The new shares to be issued based on the authorisation will be offered to the Company's shareholders for subscription under pre-emptive subscription rights in the same proportion as they already hold shares in the Company. Shares that remain unsubscribed on the basis of pre-emptive subscription rights may be offered on a secondary basis for subscription to other shareholders or third parties. The Board of Directors is authorised to decide to whom shares that remain unsubscribed are offered to. The authorisation can only be used once, and it does not permit the Board of Directors to conduct multiple share issues. The Board of Directors decides on all other terms and conditions of the share issue.
The authorisation is valid until the close of the next Annual General Meeting, however, no longer than 30 June 2024 and does not revoke the Company's share issue authorisation resolved by the Annual General Meeting on 23 March 2023.
Authorising the Board of Directors to resolve on the issuance of shares
In accordance with the proposal of the Board of Directors, the EGM resolved that the Board of Directors is authorised to decide on the issuance of shares as follows.
The maximum number of shares that may be issued based on the authorisation shall not exceed 132,935,562 shares, which corresponds to approximately 0.6 per cent of all the shares in the Company if the authorisation to issue shares decided by the EGM for the rights offering above is used in full. The authorisation is, however, at all times, limited to 0.6 per cent of the Company's actual total number of shares after the rights offering, so that upon completion of the rights offering the maximum number of shares that may be issued based on the authorisation shall be reduced to the nearest whole number corresponding to 0.6 per cent of the Company's total number of shares following the registration of the new shares to be issued in the rights offering.
The Board of Directors decides on all conditions of the issuance of shares, including to whom, at what price and in which manner the shares are issued on the basis of the authorisation. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares. Shares may also be issued in deviation from the shareholders' pre-emptive rights (directed issue), e.g., for using the shares to develop the Company's capital structure, to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of the Company's incentive and remuneration schemes.
The authorisation is effective until 23 September 2024, corresponding to a period of 18 months from the Annual General Meeting held on 23 March 2023, and, when it enters into force, revokes the share issue authorisation granted by the Annual General Meeting on 23 March 2023.
The authorisation is conditional to the completion of the rights offering and enters into force as of the registration of the new shares to be issued in the rights offering. Upon its entry in to force, the authorisation supersedes the share issue authorisation granted by the Annual General Meeting on 23 March 2023.
Minutes of the EGM
The minutes of the EGM will be available on the Company’s website https://investors.finnair.com/en/governance/general-meetings/egm-2023 as of 10 November 2023 at the latest.
In Helsinki, 27 October 2023
FINNAIR PLC
BOARD OF DIRECTORS
FINNAIR PLC
Further information:
Finnair communications, 358 9 818 4020, comms@finnair.com
Distribution:
NASDAQ OMX Helsinki
Principal media
Finnair is a network airline, specialising in connecting passenger and cargo traffic between Asia, North America and Europe. Finnair is one of the oldest operating airlines in the world, celebrating its centenary in 2023. Sustainability is at the heart of everything we do – Finnair intends to reach carbon neutrality latest by the end of 2045. Customers have chosen Finnair as the Best Airline in Northern Europe in the Skytrax Awards for 13 times in a row. Finnair is a member of the oneworld alliance. Finnair Plc’s shares are quoted on the Nasdaq Helsinki stock exchange.