Finnair Oyj - Decisions of general meeting

DECISIONS OF FINNAIR PLC'S ANNUAL GENERAL MEETING 2010

FINNAIR PLC   STOCK EXCHANGE RELEASE   31.3.2010  16:15

- The income statement and balance sheet of Finnair Plc and Finnair Group was
adopted 
- It was decided that no dividend is paid
- The Board of Directors and the President & CEO were discharged from liability
- The number of members in the Board of Directors and the number of auditors as
well as their compensations were adopted 
- A Board of Directors and auditors were elected
- Article 10 of the Company's Articles of Association was decided to be amended
- The Board of Directors was authorized to purchase and dispose of the
company's own shares 
- Shareholder's proposal on appointment of the Shareholders' Nomination
Committee was approved 

CHAIRMAN OF THE BOARD OF DIRECTORS CHRISTOFFER TAXELL'S OPENING SPEECH:

Dear Shareholders,

2009 was the most difficult year in aviation history. The sector's key figures
deteriorated even more than the global economy. Last year, the total losses of
the network airlines reached more than 11 billion euros. Only budget airlines
operating with a light cost structure survived intact last year due to cheaper
fuel - and not all of them either. Numerous bankruptcies took place. 

In this gloomy landscape, Finnair suffered along with the rest. Whereas the
result in 2007 was a record profit, last year was a historic loss. President &
CEO Mika Vehviläinen will return to this matter in his review. 

Finnair is an important creator of connections for Finnish companies and
individual passengers. Finnish society needs a network airline that maintains
Helsinki as its home base to ensure that connections to the world remain open.
Our company offers the excellent morning-evening concept between Finland and
Central Europe as well as 70 weekly connections to Asian and North American
destinations. We also fly the most significant routes in Finland. 

It's self-evidently clear that maintaining a network that serves the Finnish
customer is possible only if Finnair's operations are profitable. Should the
loss-making trend of 2009 continue, our company's entire future would be in the
balance. That's why the many measures of last year to lower cost levels and
increase flexibility were essential. Even though the first signs of a revival
in demand are now perceptible, it is necessary to continue measures aimed at
strengthening competitiveness. Otherwise we will be unable, in the face of
intense global competition, to offer our customers services at a competitive
price, nor will we be able to ensure work for our own personnel. 

The sector upheaval has continued strongly throughout the last decade. The
fundamental basis of airlines' operations has been tested both by changes of
internal structures and by external shocks. The viability of airlines has also
been put to the test and not all have withstood it. Distortions of the value
chain, such as monopolistic production factors and state aid to airlines and
aircraft manufacturers have adversely affected cost levels and have also
contributed to the creation of overcapacity, which in turn has weakened price
levels. 

The upheaval will surely continue also in the coming decade, accompanied by old
and new challenges. Mergers and acquisitions are needed in the sector, and
these will take place in the coming years. At the same time, the development of
operating models within companies will lead to structural changes. We must also
become accustomed to such developments in Finnair. We must concentrate on those
operations that are essential for the company's viability. If
cost-competitiveness so requires, other operations must be given up, even if
this is not to the liking of all parties. 

Last year our company focused strongly on keeping the balance sheet healthy
during a difficult time. Finnair today continues to be a financially sound
airline which has invested in the future. The company has a clear strategy, as
well as the expert personnel and modern fleet to implement it. The company's
Board of Directors held a record number of meetings last year to discuss
extremely difficult issues. Attendance of Members of the Board at the meetings
was nearly 100 per cent. 

It must be clearly stated, however, that the Finnish domestic market alone
cannot justify its own, internationally operating network airline. That's why
we must examine the future with an open mind.  Growth opportunities for Finnair
can be found at both ends of the link between Asia and Europe.  We also have
opportunities to expand in the Nordic countries. The passenger and cargo
streams that pass through Helsinki are, from the Finnish perspective, an export
industry that creates work for Finns, not only within Finnair but also around
the company. That's why the successful Asian strategy, initiated ten years ago,
will be purposefully continued. 

Jukka Hienonen, who left the duties of Finnair's President & CEO in January,
led the company during a period of both strong growth and severe turbulence. He
highlighted many of the sector's difficult issues, which will have to be
resolved if we wish to succeed. I would like at this point to extend my warm
thanks to Jukka Hienonen for the valuable work he has done for the good of
Finnair. 

The company now enters a new phase under the leadership of President & CEO Mika
Vehviläinen. Let's all wish him every success. I believe that there will also
be more than enough challenges - perhaps also difficulties - in the future.
Finnair is, however, a fundamentally sound company and it has good prospects to
succeed. This will require all parties to work hard, even to make sacrifices,
to achieve our common goals. 

Dear Shareholders! I wish you all a warm welcome to Finnair's 2009 Annual
General Meeting. 

I propose that Legal Counsellor Pekka Merilampi be elected Chairman of the
Annual General Meeting. 

REVIEW BY THE PRESIDENT & CEO MIKA VEHVILÄINEN:

Dear Shareholders, Ladies and Gentlemen,

I began as Finnair's President & CEO at a stage where the after-effects of the
shake-up in our industry's structures and the worldwide recession were evident
in all their severity - also in Finnair. Over the last decade, sector losses
worldwide have totalled more 50 billion US dollars. Only in 2007 was the
airline industry profitable, and that was the year when Finnair reported a
record result. 

We entered last year in a clearly cooler demand climate. The crisis in the
global economy, which had begun the previous year, reduced business travel over
the entire sector by more than 30 per cent. Certain companies experienced even
greater cuts than this. The result was a sharp decline in volumes and an
unprecedented fall in average prices. 

Already in spring 2008, Finnair initiated new tough adjustment measures, in
which cutting capacity to match the fall in demand played a key role. In many
places, it was possible to adjust resources, such as personnel, according to
reductions in traffic. Adjusting to a lower price level, on the other hand,
proved to be clearly more difficult. 
A network airline has lots of fixed costs, which makes adjusting costs to a
sudden fall in turnover difficult. This same cost structure, of course,
accelerates the improvement of profitability when business grows. 

Efforts to improve operational efficiency and improve profitability have
continued throughout the whole of the last decade. Of the 200 million euro
programme currently under way, most has been recognised and is being
implemented. Many personnel groups have participated in this work with various
flexibilities. Temporary lay-offs or similar savings measures have affected all
personnel. 

The upheaval in the sector has also been reflected in the actions of personnel
organisations. Long-continued collective agreement negotiations with pilots
ended up in a two-day strike in November. The agreement, however, improved the
company's cost competitiveness. The pilots' acceptance was significant. 

A second episode of industrial action took place in baggage handling. The
illegal walk-out and subsequent difficulties adversely affected traffic in
December. We are truly sorry for all of the inconvenience suffered by customers
as a result of the industrial action. 

The adjustment of costs is a necessary correction during a recession, but the
long-term improvement of competitiveness requires the continuous development of
structures and operational efficiency as the environment changes. As well as
cutting costs, it is also important, however, to focus attention on developing
new, profitable business. 

The first signs of a pick-up in the market are already perceptible. Cargo
demand has clearly grown, but the reservation intake in passenger traffic has
also strengthened. Positive messages are coming above all from outside Finland.
We can also see demand for corporate travel, as well as ordinary business
class, growing elsewhere in Europe and in Asia. 

The first indications of a change in sentiment do not, however, give us any
reason to change the guidance we gave in connection with the publication of the
annual result. But they do encourage us to tune our organisation to be prepared
to meet any rapid increase in demand. Sector overcapacity will not delay a rush
to the market when demand recovers. 

This spring we are sharpening Finnair's vision and strategy. We understand that
our operating environment is changing rapidly, and that we must have a clear
view of the direction in which our company will be led and where we have the
best potential to succeed. We will publish our plans in relation to this later.
Here, however, are certain guidelines. 

Finnair has a tested and well proven Asia-Europe strategy. This link, which
utilises Helsinki's geographical location, connects huge markets, where the
future growth of the Asian market will be clearly better than European growth. 

Our brand is strong in our domestic market, but we have to work hard to make
Finnair well known in Central Europe and above all in Asia. Ninety per cent of
our marketing investments are directed to projects outside Finland. 

When reviewing our brand characteristics we will also refocus our service
products. Those who travel in their work are important to us, and our service
must be such that the customers feel that they receive a service that's worth
the money they are paying. 

In leisure travel we seek to offer services which are competitive in terms of
price and which customers can tailor according to their needs. This also opens
new earning opportunities. 

In Finnair the basic operational issues are in good shape. Last year we were
one of the most punctual European airlines. We also received better ratings in
service surveys. This despite the fact that at the end of the year we had
significant difficulties with baggage handling and punctuality. 

The operational and service quality is a tribute to our expert staff. We wish
to strengthen this expertise and to build our future upon it. This will require
financial and intellectual investment, but above all strong willpower will be
needed to fashion Finnair employees into a winning team. 

We want Finnair's characteristic high quality to be maintained in the future,
too. Interaction between people and companies is becoming increasingly
international due to the dismantling of trade restrictions and to rapidly
developing technology. This will also increase travel connected with work and
leisure. That's why the goal in developing our services is to make travelling
easier. 

As an airline we have borne our financial, social and environmental
responsibilities. As a responsible corporate citizen, we monitor the effects of
our activities. Last year we became one of the first airlines to beginreporting based on Global Reporting Initiative standards, which increases
transparency. Transparency, on the other hand, increases the need to correct
matters that might have an adverse impact on the operating environment. 

Finnair's production platform is in good shape. We operate the most modern
fleet of network airlines. The benefits are evident as fuel savings and as
lower emissions. Customers can enjoy fresh new cabin interiors. Business class
in long-haul traffic offers facilities and seats in a class of their own. 

Developing Finnair's operations requires flexibility in structures and a new
kind of cooperation in air traffic and service production. Work must be done
where pricing and quality are at the right level. 

Finnair Technical Services, which was formed into a separate company at the
beginning of the year, is an example of this. Via joint ventures, Finnish
technological expertise can be connected to bigger markets and a wider
operational scope can be achieved. 

In air transport, a network of partners provides flexibility in building feeder
traffic. In this way, geographical problems and directional traffic imbalances
can be reduced. 

Dear Shareholders,

Finnair is a financially sound and stable airline. We are doing well in
comparison with the sector. We have an excellent strategy and expert personnel
to implement it. 

I have assumed the management of a high class company. That's why in this
context I would like to thank my predecessor Jukka Hienonen for the work he did
and for the support I received during the transfer of responsibility. 

I would also like to thank you, the shareholders, for the trust you have placed
in the company, as well as our personnel for fine work in difficult conditions
and for participating in joint efforts towards Finnair's success. 

To prosper in future, we must continually focus on growth. At the same time, we
must continually improve our quality and our cost-competitiveness in an
changing environment. 

As we turn to the future, I see excellent opportunities to succeed. We want to
ensure that Finnair remains a company that you, dear shareholders, wish and
find profitable to own. 

INCOME STATEMENT AND BALANCE SHEET

The Annual General Meeting adopted the income statement and balance sheet of
Finnair Plc and Finnair Group and discharged the Board of Directors and the
President & CEO from liability for the financial year 2009. 

DIVIDEND

The Annual General Meeting decided that no dividend is paid for the financial
year that ended 31 December 2009. 

BOARD OF DIRECTORS

Christoffer Taxell was elected as the Chairman of the Board of Directors. Elina
Björklund, Sigurður Helgason, Satu Huber, Ursula Ranin, Veli Sundbäck and Pekka
Timonen of the current members were re-elected and Harri Sailas was elected as
a new member. 

Compensations to the members of the Board of Directors were approved as follows:
- Chairman 61,200 euros per year
- Vice Chairman 32,400 euros per year
- The other members 30,000 euros per year
- Meeting compensation to a member residing in Finland 600 euros and to a
member residing abroad 1,200 euros 

AUDITORS

Authorised Public Accountants PricewaterhouseCoopers Oy and Authorised Public
Accountant Mr. Jyri Heikkinen were elected as auditors and Authorised Public
Accountants Mr. Tuomas Honkamäki and Mr. Timo Takalo were elected as deputy
auditors. PricewaterhouseCoopers Oy has informed the Board of Directors that,
if re-elected as the Company's Auditor, it appoints Mr. Eero Suomela as the
Auditor-In-Charge. 

AMENDMENT OF THE ARTICLES OF ASSOCIATION

It was decided that Article 10 of the Company's Articles of Association is to
be amended to read as follows: 

”The Board of Directors convenes the General Meetings in such manner as it
deems appropriate. However, notice of a General Meeting must always be
published on the Company's internet site, no earlier than three months before
the record date of the General Meeting, and no later than three weeks before
the date of the General Meeting, or nine days prior to the aforesaid record
date, whichever occurs earlier.” 

GRANTING OF AUTHORITY TO DECIDE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES 

The Annual General Meeting authorised the Board of Directors to decide upon
repurchasing of a maximum of 5,000,000 of the company's own shares by using its
non-restricted equity. The shares are purchased for the purposes of developing
the capital structure of the company or for nullification, or further disposal,
or to be used in possible incentive and compensation schemes, or as a
consideration or in financing of business acquisitions and other arrangements.
The repurchases reduce the funds available for distribution of profits. The
shares are purchased through NASDAQ OMX Helsinki Oy, and therefore not from all
of the shareholders in proportion to their respective shareholdings. The
purchase price of the shares is based on the market price of the share in the
public trading. The purchase price is paid to sellers in accordance with the
rules of NASDAQ OMX Helsinki Oy. The authorization will lapse on 30 September
2011. 

GRANTING OF AUTHORITY TO DECIDE ON DISPOSAL OF THE COMPANY'S OWN SHARES

The Annual General Meeting authorised the Board of Directors to decide upon
disposal of a maximum of 5,000,000 of the company's own shares. The Board of
Directors is authorised to decide upon any and all of the terms of the
disposals, including to whom and in which manner the company's own shares are
disposed. The disposal deviates from the shareholders' pre-emptive right to
purchase the company's own shares. The authorisation will lapse on 31 May 2013.
The authorisation cancels the previous authorization to dispose of company's
own shares granted to the Board of Directors by the Annual General Meeting held
on 27 March 2008. 

A SHAREHOLDER'S PROPOSAL ON APPOINTMENT OF THE SHAREHOLDERS' NOMINATION
COMMITTEE 

According the proposal of The Ownership Steering Department of Government
Office representing the Finnish State, 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 consists of a representative of each of the
three biggest shareholders. In addition, the Chairman of the Board serves as an
expert member. The three biggest shareholders will be determined by the voting
rights of their shareholdings as of 1 November 2010. Should a shareholder not
wish to use its nomination right, the right will be transferred to the next
biggest shareholder. The shareholdings will be determined as they appear in the
Company's Register of Shareholders. 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 29 October 2010. The Shareholders' Nomination
Committee will be convened by the Chairman of the Board of Directors and it
will elect a chairman from among its members. The Shareholders' Nomination
Committee shall submit its proposals to the Board of Directors latest on 1
February 2011. 

Finnair Plc
Communications
31.3.2010

Additional information:

Mr. Taneli Hassinen, VP Financial Communications and Investor Relations, tel.
+358 40 504 3321