The Annual General Meeting (AGM) of
Use of the profits shown on the balance sheet and payment of dividend
In accordance with the proposal of the Board of Directors, the AGM resolved that no dividend be paid based on the balance sheet adopted for the year 2019.
Remuneration of the Board of Directors
In accordance with the proposal of Finnair's largest shareholder, the
Chairperson
Vice Chairperson
Chairpersons of the Audit Committee and the People and
other members 30,300 euros.
The AGM resolved that each member's fee for a meeting of the Board of Directors or its Committee is
The Board members shall be reimbursed for reasonable travel and representation expenses in accordance with the company's general expenses policy. In addition, the Board members and their spouses will have a limited right 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 Board of Directors
The AGM resolved in accordance with the proposal of the Shareholders' Nomination Board that the Board of Directors be composed of nine (9) members.
Election of the auditors and their remuneration
The AGM resolved in accordance with the proposal of the Board of Directors that
Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares
The AGM authorised the Board of Directors to decide on the repurchase of the Company's own shares 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 is effective for a period of 18 months from the resolution of the General Meeting and it cancels the authorisation given by the General Meeting on
Authorising the Board of Directors to decide on the disposal of the company's own shares
The AGM authorised 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 authorization is effective for a period of 18 months from the resolution of the General Meeting and it cancels the authorisation given by the General Meeting on
Authorising the Board of Directors to decide on a rights offering
The AGM authorised the Board of Directors to decide on a rights offering as follows:
The company plans to conduct a rights offering of approximately
The Board of Directors is authorised 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
Amendment of the Articles of Association
The AGM resolved in accordance with the proposal of the Board of Directors that the Articles of Association be amended in order to expand the company's field of business as follows:
The new wording of the Article 2 of the Articles of Association is:
'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.'
Authorising the Board of Directors to decide on donations for public-benefit purposes
The AGM authorized the Board of Directors to decide on donations up to an aggregate maximum of
Minutes of the Meeting
The minutes of the AGM will be available on the Company's website investors.finnair.com/en later today.
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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