Notice to Annual General Meeting of Finnair Plc

Mon, Feb 24, 2020 15:00 CET

Notice is given to the shareholders of Finnair Plc to the Annual General Meeting to be held on Wednesday 18 March 2020 at 3 p.m. (EET) at Messukeskus Helsinki, Messuaukio 1. The doors will be opened and reception of persons who have registered for the Meeting will commence at 2 p.m. (EET). Coffee will be served prior to the Meeting.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Calling the Meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the annual accounts including the consolidated annual accounts, the report of the Board of Directors and the auditor's report for the year 2019

Review by the Chief Executive Officer
Review of the corporate responsibility targets

7. Adoption of the annual accounts including the consolidated annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the General Meeting that a dividend of EUR 0.20 per share be paid based on the balance sheet adopted for the financial period ended on 31 December 2019. The dividend shall be paid to a shareholder who on the dividend record date 20 March 2020 is registered as a shareholder in the company's shareholders' register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 2 April 2020.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Handling of the remuneration policy for governing bodies

Presentation of the company’s remuneration policy for the company's governing bodies and the General Meeting’s advisory resolution on the approval of the remuneration policy.

11. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board did not make a proposal for the remuneration payable to the members of the Board of Directors. The State of Finland, representing approximately 55.8 percent of the company's shares and votes, proposes to the Annual General Meeting that the annual remuneration of the members of the Board of Directors shall be as follows:

Chairperson EUR 63,000;
Vice Chairperson EUR 32,700;
Chairpersons of the Audit Committee and People and Remuneration Committee EUR 32,700, where these individuals are neither the Chairperson nor the Vice Chairperson of the Board of Directors; and
Other members of the Board of Directors EUR 30,300 per year.

The State of Finland proposes also that each member’s fee for a meeting of the Board of Directors or its Committee would be 600 euros when the meeting takes place in the member’s country of residence and 2,400 euros for other meetings. For telephone meetings, the fee would be 600 euros. The members would be entitled to reimbursement of reasonable travel and representation expenses in accordance with the company’s general expenses policy, and the members and their spouses would be entitled to discounted travel on the company’s flights in accordance with the company’s discount ticket policy regarding the Board of Directors.

12. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes that the number of members of the Board of Directors would be confirmed as eight (8).

13. Election of the Chairperson and other members of the Board of Directors

The current members of Finnair’s Board of Directors are Tiina Alahuhta-Kasko, Colm Barrington, Montie Brewer, Mengmeng Du, Jukka Erlund, Jouko Karvinen, Henrik Kjellberg and Jaana Tuominen. The Shareholders' Nomination Board proposes that all of the current members of the Board of Directors be re-elected.

The Shareholders’ Nomination Board further proposes that Jouko Karvinen be re-elected as the Chairman of the Board. He has been a member of the Board since 2016 and the Chairman since 2017.

All candidates have given their consent to the position, and all, except Jukka Erlund are independent of the company and its significant owners. Jukka Erlund is not deemed to be independent of the company, because Piia Karhu, Finnair’s Senior Vice President, Customer Experience, is a member of the Board of Directors of Kesko Plc and Jukka Erlund is the Executive Vice President, CFO of Kesko Plc.

The biographical details of Board members proposed for re-election can be found at Finnair’s company website: investors.finnair.com/en.

14. Resolution on the remuneration of the auditor

In accordance with the Audit Committee's recommendation, the Board of Directors proposes that the auditors' fees be paid according to the auditors' reasonable invoice.

15. Election of the auditor

In accordance with the Audit Committee's recommendation, the Board of Directors proposes that KPMG Oy Ab, a firm of authorised public accountants, be elected as the auditor of the company for the term of office ending at the end of the next Annual General Meeting. KPMG Oy Ab has announced that Kirsi Jantunen, APA, would be acting as the principal auditor.

The proposal of the Board of Directors including the recommendation of the Audit Committee is available on the company’s website investors.finnair.com/en.

16. Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of Finnair’s own shares

The Board of Directors proposes that the Annual General Meeting would authorise the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares as follows.

The number of own shares to be repurchased and/or accepted as pledge shall not exceed 5,000,000 shares, which corresponds to approximately 3.9 per cent of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

Own shares may be repurchased and/or accepted as pledge in order to, inter alia, develop the capital structure of Finnair, to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of Finnair's incentive and remuneration schemes.

The authorisation would be effective for a period of 18 months from the resolution of the General Meeting and it would cancel the authorisation given by the General Meeting on 20 March 2019 to decide on the repurchase and/or acceptance as pledge of own shares.

17. Authorising the Board of Directors to decide on the disposal of Finnair’s own shares

The Board of Directors proposes that the Annual General Meeting would authorise the Board of Directors to decide on the disposal of own shares held by the company as follows.

The number of shares to be disposed based on the authorisation shall not exceed 5,000,000 shares, which corresponds to approximately 3.9 per cent of all the shares in the company. The Board of Directors decides on all the conditions of the disposals, including to whom, at what price and in which manner the company's shares are disposed. The disposals may also be made in deviation from the shareholders' pre-emptive rights, such as 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 Finnair's incentive and remuneration schemes.

18. Amendment of the Articles of Association

The Board of Directors proposes that the Articles of Association be amended in order to expand the company’s field of business. The proposed changes are intended to support the company’s sustainability strategy. The proposed amendments would not deviate from the purpose of the company under Chapter 1, Section 5, sentence 1 of the Companies Act.

The Board of Directors thereby proposes that Article 2 of the Articles of Association be amended as follows:

“The company's field of business is to operate an airline by transporting passengers, cargo, and mail and to buy, sell, import, export, transport, store, lease and repair aircraft and their parts and supplies and to buy, sell, import, export, transport and store fuels and lubricants, and to provide hotel, forwarding, travel agency and other business operations relating to travelling and airline operations, as well as finance and insurance brokerage services and business operations related to the above. The company may also engage in, or support, activities that are aimed at ensuring the acceptability, and thereby the long-term profitability, of its business by increasing the positive effects and reducing the negative effects of its business on the environment and society. The company may conduct its business through subsidiaries, associated companies and joint ventures."

19. Authorising the Board of Directors to decide on donations for public-benefit purposes.

The Board of Directors proposes that the Board of Directors be authorised to decide on donations up to an aggregate maximum of EUR 250,000 for charitable or corresponding purposes and that the Board be authorised to determine the recipients, purposes and other terms and conditions of the donations. The donations can be made in one or multiple instalments. The authorisation would be effective until the next Annual General Meeting.

20. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice to the General Meeting are available on the company's website at investors.finnair.com/en. The annual accounts, the report of the Board of Directors and the auditor's report as well as the remuneration policy of Finnair Plc are available on the above-mentioned website on 26 February 2020 at the latest. The proposals for decisions and other above-mentioned documents are also available at the Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the Meeting will be available on the above-mentioned website as from 1 April 2020 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholder registered in the shareholders' register

Each shareholder, who on the record date of the General Meeting, Friday 6 March 2020, is registered in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.

A shareholder, who is registered in the shareholders' register of the company and who wants to participate in the General Meeting, shall register for the Meeting by giving a prior notice of participation, which has to be received by the company no later than on Friday 13 March 2020 by 10.00 a.m. (EET). Such notice can be given:

a) on the company's website at investors.finnair.com/en;

b) by telephone +358 (0)20 770 6866 Monday through Friday from 9:00 to 16:00 (EET); or

c) by regular mail to Finnair Plc, Taina Rojo DTX/303, P.O. Box 15, 01053 FINNAIR.

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Finnair Plc is used only in connection with the General Meeting and with the processing of related registrations.

The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, Friday 6 March 2020, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by Friday 13 March 2020 by 10.00 a.m. (EET). As regards nominee registered shares, this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above. The account management organisations are asked to send the voting instructions by e-mail to agm@finnair.com.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights at the Meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered to Finnair Plc, Taina Rojo DTX/303, P.O. Box 15, 01053 FINNAIR before the last date for registration. The original proxy document should be presented at the general meeting at the latest, if required.

4. Other information

The information concerning the General Meeting required under the Companies Act and the Securities Market Act is available on the company's website investors.finnair.com/en. Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting.

On the date of this notice to the Annual General Meeting, 24 February 2020, the total number of shares and votes in the company 128,136,115.

Changes in shareholding after the record date of the Annual General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the General Meeting.

In Helsinki, 24 February 2020

FINNAIR PLC

BOARD OF DIRECTORS

Further information:
Finnair communications, 358 9 818 4020, comms@finnair.com

Distribution:
NASDAQ OMX Helsinki
Principal media

Finnair is a modern premium network airline, specialising in passenger and cargo traffic between Asia and Europe. Helsinki’s geographical location gives Finnair a competitive advantage, since the fastest connections between many European destinations and Asian megacities fly over Finland. Finnair is the only Nordic network carrier with a 4-star Skytrax ranking and a member of the oneworld alliance. In 2019, Finnair’s revenues amounted to EUR 3,098 million and it carried over 14.7 million passengers. Finnair Plc’s shares are quoted on the Nasdaq Helsinki stock exchange.

Notice to Annual General Meeting of Finnair Plc

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