Proposals by Finnair’s Shareholders’ Nomination Board to the Annual General Meeting 2023

Finnair Plc               Stock Exchange Release                27 January 2023 at 9.00 a.m. EET

Number of members of the Board of Directors 

The Shareholders' Nomination Board proposes to the AGM 2023 to be held on 23 March 2023 that the number of members of the Board of Directors would be confirmed as eight (8).

Composition of the Board of Directors 

The current members of Finnair’s Board of Directors are Tiina Alahuhta-Kasko, Colm Barrington, Montie Brewer, Jukka Erlund, Hannele Jakosuo-Jansson, Jouko Karvinen, Henrik Kjellberg, Simon Large and Maija Strandberg. The Shareholders' Nomination Board proposes to the AGM 2023 that the abovementioned persons be re-elected, exclusive of Jouko Karvinen and Maija Strandberg who have informed the Shareholders' Nomination Board that they will not be available in the election of the Board in the next AGM. The Nomination Board proposes that Sanna Suvanto-Harsaae, independent non-executive director, and Minna Pajumaa, Senior Financial Counsellor at the Government Ownership Steering Department, be elected as new members of the Board. Currently, Ms. Suvanto-Harsaae acts in several Nordic boards either as a chair or as a member. In addition to her current position, Ms. Pajumaa is a Board member in Posti Group Oyj and Gasum Oy.  

The Shareholders' Nomination Board further proposes that Sanna Suvanto-Harsaae be elected as the Chair of the Board. 

“We would like to warmly thank Jouko Karvinen for his strong input and committed work as the Chair of Finnair’s Board of Directors especially during the last few years when the company faced consecutive crises in the form of the COVID-19 pandemic and the closure of Russian airspace”, says the Chair of the Nomination Board Kimmo Viertola.

All candidates have given their consent to the position and all, except Minna Pajumaa, are independent of the company and its significant owners. Minna Pajumaa is not deemed to be independent of the company’s significant owners as she is a civil servant of the government of Finland. 

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

Proposal on Board members’ remuneration

The Shareholders’ Nomination Board proposes to the AGM 2023 that it would decide on the same annual remuneration of the members of the Board as the AGM 2022, and that the annual remunerations would be as follows:

• Chair 63,000 euros;
• Vice Chair 32,700 euros;
• Chairs of the Audit Committee and People and Remuneration Committee 32,700 euros, where these individuals are neither the Chair nor the Vice Chair of the Board; and
• Other members 30,300 euros per year.

In addition to the annual remuneration, each member’s fee for a meeting of the Board or its Committee is 600 euros when the meeting takes place in the member’s country of residence and 2,400 euros for other meetings. For remote and telephone meetings, the fee is 600 euros.

The Board members are entitled to reimbursement of reasonable travel expenses in accordance with the company’s general expenses policy.

The Board members and their spouses are entitled to discounted travel on the company’s flights in accordance with the company’s discount ticket policy regarding the Board of Directors.

Composition of the Shareholders’ Nomination Board  

The members of the Shareholders' Nomination Board are Kimmo Viertola, Director General of the Ownership Steering Department in the Prime Minister’s Office of Finland; Timo Sallinen, Head of Listed Securities, Varma Mutual Pension Insurance Company; Esko Torsti, Head of Cross Asset Allocation, Ilmarinen Mutual Pension Insurance Company; and Jouko Karvinen, Chair of Finnair's Board. Shareholders’ right to appoint their representatives in the Shareholders' Nomination Board was based on the shareholder register of 1 September 2022.

The above proposals will be included also in the invitation to the AGM 2023, which will be published later. 

Further information: 

Chair of the Nomination Board Kimmo Viertola, Director General, Government Ownership Steering Department, tel. +358 2 9516 0026 

FINNAIR PLC
 

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Finnair is a network airline, specialising in connecting passenger and cargo traffic between Asia, North America and Europe. Sustainability is at the heart of everything we do –  Finnair intends to reduce its net emissions by 50% by the end of 2025 from the 2019 baseline and achieve carbon neutrality latest by the end of 2045. Finnair is a member of the oneworld alliance. Finnair Plc’s shares are quoted on the Nasdaq Helsinki stock exchange