Finnair Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Finnair Plc

FINNAIR PLC  STOCK EXCHANGE RELEASE  March 27, 2013 at 16.55 pm (EET)


The Annual General Meeting (AGM) of Finnair Plc was held today in Helsinki,
Finland. The meeting approved the company's annual accounts for the fiscal year
2012 and discharged the members of the Board of Directors and President and CEO
from liability. 

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 decided that
a dividend of EUR 0.10 per share will be paid. The record date of the dividend
is 3 April 2013 and the date of payment of dividend is 10 April 2013. The
dividend will not be paid to own shares held by the Company on the dividend
record date. 

Composition of the Board of Directors

The AGM approved the proposal of the Shareholders' Nomination Committee that
the Board of Directors be composed of seven (7) members. Ms Maija-Liisa Friman,
Mr. Klaus W. Heinemann, Mr. Jussi Itävuori, Ms Merja Karhapää, Mr. Harri
Kerminen, Ms Gunvor Kronman and Mr. Antti Kuosmanen were elected members of the
Board of Directors for a term of office expiring at the end of the next AGM in
2014. Mr. Klaus W. Heinemann was elected as Chairman of the Board. 

Compensation of the Board of Directors

The following annual remuneration shall be paid to the members of the board of
directors: EUR 61,200 to the Chairman of the Board, EUR 32,400 to the Deputy
Chairman and EUR 30,000 to the other members of the Board of Directors. In
addition, a meeting fee of 600 euros to a member residing in Finland and 1,200
euros to a member residing abroad is paid for each meeting of the Board or its
Committees. 

Election of the auditors and their remuneration

The AGM decided that PricewaterhouseCoopers Oy continues as the Company's
auditor. PricewaterhouseCoopers Ltd has notified that Authorised Public
Accountant Mikko Nieminen will act as the principal auditor. The remuneration
for the auditor is paid according to the auditor's reasonable invoice. 

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 amount 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 the
total number of the company shares. 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 need
not be repurchased 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 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 28 March 2012 to decide on the repurchase and/or acceptance as
pledge of own shares. 

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. 

The amount 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 for a weighty financial reason, 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 scheme, including the vesting
of shares under the long term share incentive scheme 2010-2012 in the spring of
2013. 

The authorisation is effective until the end of the next Annual General
Meeting, but no longer than until 30 June 2014, and it cancels the
authorisation given by the Annual General Meeting on 31 March 2010 to decide on
the disposal of the company's own shares. 

Establishment of Shareholders' nomination committee

The AGM decided to establish a permanent Shareholders' Nomination Board. The
purpose and task of the Nomination Board is to prepare and present to the
Annual General Meeting, and, if necessary, to an Extraordinary General Meeting,
a proposal on the remuneration of the members of the Board of Directors, a
proposal on the number of members of the Board of Directors and a proposal on
the members of the Board of Directors. In addition, the task of the Nomination
Board is to seek candidates as potential board members. 

The Nomination Board shall consist of four (4) members, three of which shall be
appointed by the company's three largest shareholders, who shall appoint one
member each. The Chairman of the company's Board of Directors shall serve as
the fourth member. 

The company's largest shareholders entitled to appoint members to the
Nomination Board shall be determined on the basis of the registered holdings in
the company's shareholder register held by Euroclear Finland Ltd as of the
first working day in September in the year concerned. The Chairman of the Board
of Directors shall request each of the three largest shareholders to appoint
one member to the Nomination Board. In the event that a shareholder does not
wish to exercise his or her right to appoint a representative, it shall pass to
the next largest shareholder who would not otherwise be entitled to appoint a
member to the Nomination Board. 

The Chairman of the Board of Directors shall convene the first meeting of the
Nomination Board. The Nomination Board shall elect a Chairman from among its
members and the Nomination Board's Chairman shall be responsible for convening
subsequent meetings. When the Nomination Board has been appointed, the company
will publish the composition by a release. 

The Nomination Board is established to exist and serve until the General
Meeting of the company decides otherwise. The members shall be nominated
annually and their term of office shall end when new members are nominated to
replace them. 

The Nomination Board shall forward its proposals for the Annual General Meeting
to the company's Board of Directors by 31 January each year. Proposals intended
for an Extraordinary General Meeting shall be forwarded to the company's Board
of Directors in time for them to be included in the notice to the General
Meeting. 

Minutes of the Meeting

The minutes of the AGM will be available on the Company's website
www.finnairgroup.com as of 10 April 2013. 

Helsinki 27 March 2013
FINNAIR PLC

Finnair Plc
Communications


Additional information: Finnair Media Desk tel. +359 9 818 4020,
comms(a)finnair.fi 


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