Finnair Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Finnair Plc

FINNAIR PLC        STOCK EXCHANGE RELEASE        28 MARCH 2012     at 18:00 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
2011 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 not
to pay dividend. 

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. Harri Sailas were elected members of
the Board of Directors for a term of office expiring at the end of the next AGM
in 2013. 

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, an
attendance fee for meetings of the board or its committees (?)of EUR 600 is
paid to members of the board of directors that reside in Finland and a fee of
EUR 1,200 to members of the board of directors that reside abroad. 

Election of the auditors and their remuneration

The AGM confirmed 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. 

Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the Company's own shares 

The AGM authorized 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 authorization. 

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). 

The authorization is effective for a period of 18 months from the resolution of
the General Meeting. 

Establishment of Shareholders' nomination committee

In accordance with the proposal of the Ownership Steering Department in the
Prime Minister's Office representing the State of Finland, the AGM decided to
establish a nomination committee to prepare the proposals concerning the
composition and remuneration of the Board of Directors to the next AGM. 

The Nomination Committee consists of a representative of each of the three
largest shareholders and the Chairman of the Board of Directors who serves as
an expert member of the Nomination Committee. 

The right to nominate members representing shareholders belongs to those three
shareholders who hold the largest share of all the votes in the company on 1
November preceding the Annual General Meeting. If a shareholder does not wish
to use its nomination right, the right will be transferred to the next largest
shareholder. The largest shareholders are determined based on their registered
shareholdings in the Finnish book-entry system. However, in case a shareholder
is required under the Finnish Securities Markets Act to report certain changes
in its ownership (a shareholder with a flagging obligation), such shareholder's
holdings in e.g. several funds shall be combined if the shareholder notifies
the company's Board of Directors in writing of such demand at the latest on 29
October 2012. 

The Nomination Committee shall be convened by the Chairman of the Board of
Directors, and the Nomination Committee shall elect a chairman from among its
members. The Nomination Committee shall give its proposal to the Board of
Directors of the company at the latest on 1 February preceding the Annual
General Meeting. 

Minutes of the Meeting

The minutes of the AGM will be available on the Company's website
www.finnairgroup.com as of April 11, 2012. 


Finnair Plc
Communications
28.3.2012

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