Finnair Oyj - Notice to general meeting

Notice to convene the Annual General Meeting of Finnair Plc.

Finnair Plc. Stock Exchange Release 4 March 2013 at 09:00 (EET)



Notice is given to the shareholders of Finnair Plc to the Annual General
Meeting to be held on Wednesday 27 March 2013 at 3 p.m. (EET) at Helsinki
Exhibition & Convention Centre, Messuaukio 1, Congress wing entrance. The doors
will be opened and reception of persons who have registered for the Meeting
will commence at 2 p.m. (EET). Coffee will be served prior to the Meeting. 

 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 persons to scrutinise the minutes and to supervise the counting
of votes 

 4. Recording the legality of the Meeting

 5. Recording the attendance at the Meeting and adoption of the list of votes

 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 2012. 

- Review by the Chief Executive Officer

 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 proposes to the Annual General Meeting that a dividend
of 0.10 euro per share is paid based on the balance sheet to be adopted for the
year 2012. 

 The dividend shall be paid to shareholders who on the dividend record date 3
April 2013 are registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The dividend shall be paid on 10 April 2013. All the
shares in the Company are entitled to a dividend with the exception of own
shares held by the Company on the dividend record date. 

 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 remunerations of the members of the Board of Directors would remain
unchanged. The current remunerations have been the same since 2008 and are as
follows: 

  -- Chairman 61,200 euros per year;
  -- Vice Chairman 32,400 euros per year;
  -- other members 30,000 euros per year; and
  -- a meeting fee of 600 euros to a member residing in Finland and 1,200 euros
     to a member residing abroad for each meeting of the Board or its
     Committees.

 11. Resolution on the number of members of the Board of Directors

 The Shareholders' Nomination Committee proposes that the number of members of
the Board of Directors would be confirmed at seven. 

 12. Election of the Chairman and other members of the Board of Directors

 The Shareholders' Nomination Committee proposes that present members of the
Board of Directors Ms. Maija-Liisa Friman, Mr. Klaus W. Heinemann, Mr. Jussi
Itävuori, Ms. Merja Karhapää, Mr. Harri Kerminen and Ms. Gunvor Kronman be
re-elected, and that Mr. Antti Kuosmanen be elected as a new member to the
Board of Directors. All candidates have given their consent to the position. 

 Mr. Antti Kuosmanen (b. 1950, BA, M.Sc. (Mathematics, Economics and
Statistics), Finnish nationality) has more than 35 years of experience in
economic relations in the EU. He is permanent representative of Finland to the
OECD and to UNESCO. Between 2005 and 2009 Kuosmanen was the Ambassador of
Finland to the People's Republic of China and to Mongolia, and prior to that
from 2002 to 2005 Director General of the Department for External Economic
Relations in the Finnish Ministry of Foreign Affairs. He held various positions
between 1976 and 2002 in the administration of Finland's foreign affairs, being
based either in Finland or in Europe. He was, among other things, a member of
the delegation negotiating Finland's accession to the EU. In the aviation
industry many agreements and regulations are negotiated between countries, and
Mr. Kuosmanen's extensive experience in international diplomacy and Finnair's
key markets in Asia and Europe shall strengthen the expertise of the Board of
Directors in international trade politics. 

 The Committee further proposes that Mr. Klaus W. Heinemann be elected as
Chairman of the Board. He has been a member of the Board since 2012 and has
more than 25 years of experience in the aviation industry, particularly in
aircraft financing. The current Chairman of the Board Mr. Harri Sailas
announced in December 2012 that he will not stand as a candidate for the new
term. 

 The biographical details of the other proposed Board members can be found on
the company's website at www.finnairgroup.com. 

 13. 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. 

 14. Election of the auditor

 In accordance with the Audit Committee's recommendation, the Board of
Directors proposes that Authorised Public Accountants PricewaterhouseCoopers
Oy, which has announced that APA Mikko Nieminen would be acting as the
principal auditor, be elected as the auditor of the company for the term of
office ending at the end of the next Annual General Meeting. 

 15. Authorising the Board of Directors to decide on the repurchase and/or on
the acceptance as pledge of 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. 

 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 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. 

 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 schemes. 

 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 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 28 March 2012 to decide on the repurchase and/or
acceptance as pledge of own shares. 

 16. Authorising the Board of Directors to decide on the disposal of the
company'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. 

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

 17. Establishment of a Shareholders' Nomination Board

 The Board of Directors proposes that the General Meeting would resolve 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. 

 18. 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 are available on the
company's website at www.finnairgroup.com. The annual accounts, the report of
the Board of Directors and the auditor's report of Finnair Plc are available on
the above-mentioned website on 6 March 2013 at the latest. The proposals for
decisions and other above-mentioned documents are also available at the
Meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the Meeting will be available on the
above-mentioned website as from 10 April 2013 at the latest. 



C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

 1. Shareholders registered in the shareholders' register

 Each shareholder, who on the record date of the General Meeting, Friday 15
March 2013, is registered in the shareholders' register of the company held by
Euroclear Finland Ltd., has the right to participate in the General Meeting. A
shareholder, whose shares are registered on his/her personal Finnish book-entry
account, is registered in the shareholders' register of the company. 

 A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the General Meeting, shall register for the
Meeting no later than by Friday 22 March 2013 by 10.00 a.m. (EET) by giving a
prior notice of participation, which has to be received by the company before
the end of the registration period. Such notice can be given: 

a) on the company's website at www.finnairgroup.com;

b) by e-mail to agm@finnair.com;

c) by telephone +358 (0)20 770 6866 Monday through Friday from 9:00 to 16:00
(EET); 

d) by telefax +358 (0)9 818 4092; or

e) by regular mail to Finnair Plc, Register of Shareholders AAC/5, 01053
FINNAIR. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of a proxy representative. The personal data given to Finnair Plc is
used only in connection with the General Meeting and with the processing of
related registrations. 

 The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 

2. 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 Friday 15
March 2013 would be entitled to be registered in the shareholders' register of
the company held by Euroclear Finland Ltd. The right to participate in the
General Meeting requires, in addition, that the shareholder on the basis of
such shares has been registered into the temporary shareholders' register held
by Euroclear Finland Ltd. at the latest by Friday 22 March 2013 by 10.00 a.m.
(EET). As regards nominee registered shares this constitutes due registration
for the General Meeting. 

 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. 

3. Proxy representative and powers of attorney

 A shareholder may participate in the 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
General Meeting. When a shareholder participates in the General Meeting by
means of several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the General Meeting. 

 Possible proxy documents should be delivered in originals to Finnair Plc,
Register of Shareholders AAC/5, 01053 FINNAIR on Friday 22 March 2013 at the
latest. 

4. Other information

 Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the Meeting. 

On the date of this notice to the Annual General Meeting, 4 March 2013, the
total number of shares and votes in the company is 128,136,115. The company or
its subsidiaries hold 1,010,187 of the company's own shares, which do not have
voting rights in the General Meeting. 



In Helsinki, 4 March 2013
Finnair Plc.
The Board of Directors