FINNAIR OYJ The new notice to the General Meeting has been published below in its entirety. The new notice to the General Meeting corresponds for the most part to the previous notice. The changes concern the proposal regarding the election of the Chair and members of the Board of Directors, the date of the Annual General Meeting, the deadlines set for making counterproposals, registration, advance voting and placing questions to the General Meeting, and other information concerning the schedule of the Annual General Meeting. In addition, the person verifying the minutes is changed. The registrations and advance votes that have been submitted for the canceled Annual General Meeting will expire, and all shareholders wishing to participate in the Annual General Meeting must re-register and re-vote in accordance with the instructions given in this new notice to the Annual General Meeting.
Notice to Annual General Meeting of
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 (375/2021) to limit the spread of the COVID-19 pandemic. The company has resolved to take actions enabled by the act in order to hold the Meeting in a predictable manner, taking into account the health and safety of the company's shareholders, personnel and other stakeholders.
A virtual shareholder event will be held online after the Annual General Meeting. This event is not part of the Annual General Meeting. Further information on the contents of the event and instructions on how to participate in the event will be available on the company's website at investors.finnair.com/en no later than on the day of the Annual General Meeting at
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 the person 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 attorney-at-law
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 2021
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 loss shown on the balance sheet and the distribution of dividend
The Board of Directors proposes to the Annual General Meeting that the loss from the financial period,
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 report for governing bodies
As participation in the Annual General Meeting is possible only in advance, the company's remuneration report, describing the implementation of the company's remuneration policy and presenting the remuneration of the governing bodies in the financial year 2021, published in connection with the annual report on
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that the Annual General Meeting would resolve on the same annual remuneration of the members of the Board of Directors as the Annual General Meeting 2021, and that the annual remuneration would be as follows:
- Chairperson
63,000 euros ; -
Vice Chairperson
32,700 euros ; -
Chairpersons of the Audit Committee and
Compensation and Nomination Committee 32,700 euros , where these individuals are neither the Chairperson nor the Vice Chairperson 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 of Directors or its Committee is
The members are entitled to reimbursement of reasonable travel and representation expenses in accordance with the company's general expenses policy. The 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.
12. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting 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 Shareholders' Nomination Board proposes to the Annual General Meeting that the current members of Finnair's Board of Directors
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
The recommendation of the Audit Committee is included in the proposal of the Board of Directors available on the company's webpage 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 50,000,000 shares, which corresponds to approximately 3.6 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 issuance of shares
The Board of Directors proposes that the Annual General Meeting would authorise the Board of Directors to decide on the issuance of shares as follows.
The number of shares to be issued based on the authorisation shall not exceed 8,000,000 shares, which corresponds to approximately 0.6 per cent of all the shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares, including to whom, at what price and in which manner the shares are issued. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance may also be carried out in deviation from the shareholders' pre-emptive rights (directed issue), e.g. for 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 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
19. 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 report, 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, Monday
2. Registration and voting in advance
Shareholders are asked to note that the registrations and advance votes submitted for the canceled Annual General Meeting will expire, and all shareholders wishing to participate in the Annual General Meeting must re-register and re-vote in accordance with the instructions given in this new notice to the Annual General Meeting.
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
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
- through the company's website at investors.finnair.com/en
The Finnish personal identity code or business ID and book-entry account number of the shareholder is needed for voting in advance. When a shareholder who is individual logs in to
- 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
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of a traditional proxy authorization document in Euroclear Finland's general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at https://www.suomi.fi/e-authorizations using the authorization topic "Representation at the General Meeting". The assignee must identify himself or herself with strong electronic authentication in Euroclear Finland's general meeting service when registering, after which the electronic authorization is automatically checked. The strong electronic authentication works with personal banking IDs or a mobile certificate. More information on https://www.suomi.fi/e-authorizations.
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.
A virtual shareholder event will be held online after the Annual General Meeting. This event is not part of the Annual General Meeting. Further information on the contents of the event and instructions on how to participate in the event will be available on the company's website at investors.finnair.com/en no later than on the day of the Annual General Meeting at
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
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