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2009-02-27 11:05:10 CET 2009-02-27 11:06:02 CET REGULATED INFORMATION Finnair Oyj - Notice to general meetingNOTICE TO THE ANNUAL GENERAL MEETINGNotice is given to the shareholders of Finnair Plc (the "Company") to the Annual General Meeting to be held on Thursday, 26 March 2009 at 3:00 p.m. at Helsinki Fair Centre, Hall C1, Messuaukio 1, Helsinki, Finland. The reception of persons registered for the Meeting will commence at 2:00 p.m. A. Matters on the agenda of the Annual General Meeting At the Annual General Meeting, the following matters will be considered: 1. Opening of the Meeting 2. Matters of order for the Meeting 3. Election of the persons to confirm the minutes and to verify the counting of votes 4. Recording the legal convening of the Meeting and quorum 5. Recording the attendance at the Meeting and the list of votes 6. Presentation of the Annual Accounts 2008, the report of the Board of Directors and the Auditor's report for the year 2008 Review by the Chief Executive Officer, Mr. Jukka Hienonen 7. Adoption of the Annual Accounts 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board proposes to the Annual General Meeting that no dividend is paid based on the balance sheet for the financial year that ended 31 December 2008. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Shareholders' Nomination Committee proposes to the Annual General Meeting that the remuneration payable to the members of the Board remained unchanged. The current annual remunerations are: EUR 61,200 for the Chairman; EUR 32,400 for the Vice Chairman and EUR 30,000 for other members. In addition, per a meeting of the Board or its Committee a fee of EUR 600 is paid to members that reside in Finland and a fee of EUR 1,200 to members that reside abroad. 11. Resolution on the number of members of the Board of Directors The Shareholders' Nomination Committee proposes to the Annual General Meeting that the number of Board members be eight. 12. Election of members of the Board of Directors The Shareholders' Nomination Committee proposes to the Annual General Meeting that Christoffer Taxell, Sigurður Helgason, Satu Huber, Kari Jordan, Ursula Ranin, Veli Sundbäck and Pekka Timonen of the current members be re-elected and that Elina Björklund be elected as a new member. The Committee further proposes that Christoffer Taxell be elected as the Chairman of the Board of Directors. Elina Björklund, M.Sc. (Econ.), born 1970, is employed by Iittala Group since 2004. Her current position is Group Director, Iittala Brand and Direct Consumer Sales. Between 2001 and 2004 she worked as entrepreneur in financial consulting and training. Between 1995 and 1999 she was an Executive Vice President and Chief Equity analyst at Merita Securities Ltd. She has acted as member of the Board of Directors in Art and Design City Helsinki Ltd between years 2006 and 2008. 13. Resolution on the remuneration of the Auditor 14. Election of Auditor Shareholders representing more than 60 percent of the total votes in the Company have notified the Company that that they will propose to the Annual Generel Meeting that Authorised Public Accountants PricewaterhouseCoopers Oy and Authorised Public Accountant Mr. Jyri Heikkinen be elected as auditors and Authorised Public Accountants Mr. Timo Takalo and Mr. Tuomas Honkamäki be elected as deputy auditors. 15. A shareholder's proposal on appointment of the Shareholders' Nomination Committee The Ownership Steering Department of Government Office representing the Finnish State proposes that the Annual General Meeting appoints a Shareholders' Nomination Committee to prepare proposals on the composition and remuneration of the Board of Directors to the next Annual General Meeting. The Shareholders' Nomination Committee would consist of a representative of each of the three biggest shareholders. In addition, the Chairman of the Board and one member of the Board, elected by the Board and independent from the major shareholders of the Company, would serve as expert members. The three biggest shareholders will be determined by the voting rights of their shareholdings as of 2 November 2009. Should a shareholder not wish to use its nomination right, the right will be transferred to the next biggest shareholder. The shareholdings are those registered in the Register of Shareholders of the Company held by Euroclear Finland Ltd. However, the voting rights of a shareholder that has a flagging obligation under Finnish Securities Markets Act in respect of its holdings that are for instance distributed into several funds, can be combined for the purposes of determining the size of its ownership, provided that the shareholder presents a written request to that effect to the Board of Directors no later than on 30 October 2009. The Shareholders' Nomination Committee is convened by the Chairman of the Board of Directors and it shall elect a chairman from among its members. The Shareholders' Nomination Committee shall submit its proposals to the Board of Directors latest on 1 February 2010. B. Documents of the Annual General Meeting The proposals relating to the agenda of the Annual General Meeting as well as this notice are available on the Company's website at www.finnair.com/agm. The annual report of the Company, including the Company's annual accounts, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website on week 12 at the latest. The proposals and the annual accounts are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. C. Instructions for the participants of the Annual General Meeting 1. The right to participate and registration Each shareholder, who is registered on 16 March 2009 in the Register of Shareholders of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the Register of Shareholders of the Company. A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting by giving a prior notice thereof no later than 24 March 2009 at 4:00 p.m. (Finnish time). Such notice can be given: a) through Finnair's website at www.finnair.com/agm; b) by e-mail to agm@finnair.com; c) by telephone to +358-9-8187637 from Monday to Friday between 9:00 a.m. and 4:00 p.m. (Finnish time); d) by telefax to +358-9-818 1662; or e) by letter to Finnair Plc, Register of Shareholders, AAC/5, FI-01053 FINNAIR. In connection with the registration, a shareholder shall notify his/her name, personal/business identification number, address, telephone number and the name of a possible assistant. The personal data submitted to the Company will be used only for the purposes of the Annual General Meeting. Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representative and powers of attorney A shareholder may participate in the Annual 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 Annual General Meeting. Possible proxy documents should be delivered in originals to the Company at Finnair Plc, Register of Shareholders, AAC/5, FI-01053 FINNAIR before the last date for registration. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the Annual General Meeting, must be entered into the Register of Shareholders of the Company on the record date of the Meeting, which is 16 March 2009. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the Register of Shareholders of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. 4. Other information On the date of this notice, 27 February 2009, the total number of shares and votes in the Company is 128,136,115. Helsinki 27 February 2009 FINNAIR PLC BOARD OF DIRECTORS |
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