Notice is given to the shareholders of
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
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
· Chairperson
· Vice Chairperson
· Chairpersons of the Audit Committee and People and Remuneration Committee
· Other members of the Board of Directors
The
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
The Shareholders' Nomination Board further proposes that
All candidates have given their consent to the position, and all, except
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
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
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.
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
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
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
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
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
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
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
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
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
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,
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
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
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