Notice is given to the shareholders of
The Board of Directors of the company has resolved on the exceptional procedure for the Meeting based on the temporary legislative act to limit the spread of the Covid-19 pandemic approved by the Finnish Parliament on
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the Meeting
The greetings of the Chair of the Board of Directors to the shareholders will be available on the company's website investors.finnair.com/en no later than on the day of the General Meeting at
2. Calling the Meeting to order
3. Election of persons to confirm the minutes and to supervise the counting of votes
The person to confirm the minutes and to verify the counting of votes will be Vuokko Rajamäki, attorney-at-law. In case Vuokko Rajamäki would not be able to act as the person to confirm the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
The shareholders who have voted in advance within the advance voting period and who have the right to participate in the Meeting pursuant to Chapter 5 Sections 6 and 6 a of the Finnish Limited Liability Companies Act will be recorded to have attended the Meeting. The list of votes will be adopted according to the information provided by
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
As participation in the Annual General Meeting is possible only in advance, the company's annual report published on
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 has proposed to the Annual General Meeting originally scheduled to be held on
The shareholders have the right to demand minority dividend pursuant to Chapter 13 Section 7 of the Finnish Limited Liability Companies Act. The minority dividend must be distributed, if a demand to this effect is made by shareholders who have at least one tenth of all shares. The amount of minority dividend is
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year
10. Handling of the remuneration policy for governing bodies
As participation in the Annual General Meeting is possible only in advance, the company's remuneration policy published by a stock exchange release on
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 nine (9).
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 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
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. Authorising the Board of Directors to decide on a Rights Offering
The company plans to conduct a rights offering of approximately
The Board of Directors of the company therefore proposes that the Annual General Meeting authorises the Board of Directors to resolve on the issuance of a maximum of 6,500,000,000 new shares to carry out the above-mentioned rights offering. The shares are offered to the company's shareholders for subscription in proportion to their shareholding on the record date of the share issue (rights offering). The authorisation includes the right for the Board of Directors to resolve upon the issuance of shares that remain unsubscribed for pursuant to the primary subscription right. The authorisation can only be used to execute one share issue. The Board of Directors is authorised to determine all other terms and conditions of the issuance of shares.
The company plans to use the funds raised in the rights offering to strengthen the company's balance sheet position and liquidity in the exceptional situation caused by the Covid-19 pandemic.
The authorisation is valid until the close of the next Annual General Meeting, however, no longer than until
19. 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 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."
20. 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
21. 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, the remuneration policy, and the
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
In order to prevent the spread of the Covid-19 pandemic, the Meeting will be organised so that the shareholders and their proxies are not allowed to be present at the Meeting venue. Shareholders and their proxies cannot participate in the Meeting through real-time telecommunications or technical means either. The company's shareholders and their proxies can participate in the Meeting and use shareholder rights only by voting in advance and by making counterproposals and asking questions in advance in accordance with the instructions presented below.
1. Shareholder registered in the shareholders' register
Each shareholder, who on the record date of the General Meeting,
2. Registration and voting in advance
Registration for the Meeting and advance voting will begin on
In connection with the registration, a shareholder is required to provide the requested information, such as his/her name, personal identification number, address and telephone number as well as the name and personal identification number of a possible proxy representative. The personal data given to
Earlier registrations submitted to the cancelled Annual General Meeting, which was convened to be held on
Shareholders who have a Finnish book-entry account, may register and vote in advance on certain matters on the agenda of the Annual General Meeting from
a. through the company's website at investors.finnair.com/en
The shareholder's book-entry account number is needed for the electronic voting in advance.
b. by regular mail or email
A shareholder may send the advance voting form available on the company's website or corresponding information to
Instructions relating to the advance voting may also be found on the company's website investors.finnair.com/en.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights by way of proxy representation. Also the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.
A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy documents should be delivered by regular mail to
4. 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, Monday
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. In addition, the account management organisation of the custodian bank shall arrange advance voting on behalf of the holder of nominee registered shares within the registration period for nominee-registered shares.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the company have a right to make a counterproposal on the agenda items, to be placed for a vote. Such counterproposals are required to be sent to the company by email to AGM@finnair.com no later than by
A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the Meeting. Such questions must be sent by email to AGM@finnair.com no later than
Information on the General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the company's website investors.finnair.com/en.
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
https://news.cision.com/finnair/r/notice-to-annual-general-meeting-of-finnair-plc,c3104594
(c) 2020 Cision. All rights reserved., source