Proposals by Finnair’s Shareholders’ Nomination Board to the Annual General Meeting 2024

Finnair Plc             Stock Exchange Release          31 January 2024 at 8.05 p.m. EET

Number of the members of the Board of Directors 

The Shareholders' Nomination Board proposes to Finnair Plc's Annual General Meeting to be held on 18 March 2024 (AGM 2024) that the number of the 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, Montie Brewer, Jukka Erlund, Hannele Jakosuo-Jansson, Henrik Kjellberg, Simon Large, Minna Pajumaa and Sanna Suvanto-Harsaae. The Shareholders' Nomination Board proposes to the AGM 2024 that the abovementioned persons be re-elected in the AGM 2024, exclusive of Minna Pajumaa who has informed the Shareholders' Nomination Board that she will not be available for re-election. The Shareholders' Nomination Board proposes that Jussi Siitonen be elected as a new member of the Board. Jussi Siitonen acts as the Chief Financial Officer and Deputy CEO of Fiskars Group. 

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

All candidates have given their consent to the position, and they are all independent of the company and its significant owners.

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’s remuneration proposal is part of its long-term program for bringing the Board remuneration to market level by 2026. The Shareholders’ Nomination Board proposes to the AGM 2024 that it would decide on the following remunerations for the next term of the Board:

1. Annual Fees of the Chair, Vice Chair and other Members of the Board (Fees for the Previous Term in Brackets):

• Chair EUR 72,000 (63,000) per year;
• Vice Chair EUR 39,000 (32,700) per year;
• Member EUR 35,000 (30,300) per year

2. Fixed Fees for Committee Work (Fees for the Previous Term in Brackets):

Chairs of the Audit Committee and the People and Remuneration Committee would be paid EUR 6,000 (2,400) per year and the members of the Committees EUR 3,000 (0) per year. Similar fixed fees would be paid to the Chairs and members of other permanent Committees possibly established by the Board.

3. Meeting Fees (Fees for the Previous Term in Brackets)

A meeting fee of EUR 800 (600) would be paid to the Board members participating a Board or Committee meeting when the meeting takes place in the member’s country of residence, and EUR 3,200 (2,400) for other meetings. For remote and telephone meetings, the meeting fee would be EUR 800 (600).

In addition, the Board members would be entitled to reimbursement of reasonable travel expenses in accordance with the company’s general expenses policy.

The Board 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.

The fees set out in point 1. above would be paid as a combination of shares and money so that approximately 40% of the fees would be used for acquiring the company’s shares for the Board members, and the rest would be paid in money. The company would acquire the shares for the Board members at its cost, and it would also pay the share transfer tax, as applicable. The shares would be acquired for the Board members within two weeks from the publishing of the company’s results of the first quarter of 2024. If the shares could not be so acquired for a Board member due to a reason attributable to the company or to the Board member, the shares would be acquired later. If it would be impractical for administrative or other similar reasons to pay the Board’s annual fees in shares, the fees could be paid fully in money.

The fees set out in points 2. and 3. above would be paid fully in money.

Composition of the Shareholders’ Nomination Board  

The members of the Shareholders' Nomination Board are Kimmo Viertola, Senior Ministerial Adviser, Financial Affairs, Government Ownership Steering Department; Timo Sallinen, Senior Vice President, Investments, Varma Mutual Pension Insurance Company; and Jukka Vähäpesola, Head of Equities, Elo Mutual Pension Insurance Company. Shareholders’ right to appoint their representatives in the Shareholders' Nomination Board was based on the shareholder register of 1 June 2023.

The above proposals will be included also in the invitation to the AGM 2024, which will be published later. 

For further information, please contact: 

Chair of the Nomination Board Kimmo Viertola, Senior Financial Counsellor, 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, the Middle East, North America and Europe. Finnair is the only airline with year-round direct flights to Lapland. 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.