Finnair Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

FINNAIR OYJ   STOCK EXCHANGE RELEASE   MARCH 3, 2010 AT 17:00  

Notice is given to the shareholders of Finnair Plc (the "Company") to the
Annual General Meeting to be held on Wednesday, 31 March 2010 at 3:00 p.m. at
Helsinki Fair Centre, Messuaukio 1, Helsinki, Finland. The reception of persons
registered for the Meeting will commence at 2:00 p.m. 


A. Agenda for the Annual General Meeting


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 2009, the report of the Board of
Directors and the Auditor's report for the year 2009 
-Review by the Chief Executive Officer

7. Adoption of the Annual Accounts

8. Resolution on the use of the profit shown on the balance sheet 

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 2009 and
that the loss of the financial year be transferred into the earnings retained
from previous years. 

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 it elected eight members to the Board of Directors. 

12. Election of members of the Board of Directors

Mr. Kari Jordan has advised that he will not stand as a candidate for 2010. 

The Shareholders' Nomination Committee proposes to the Annual General Meeting
that Christoffer Taxell, as the Chairman, and Elina Björklund, Sigurður
Helgason, Satu Huber, Ursula Ranin, Veli Sundbäck and Pekka Timonen as other
members be re-elected and that Mr. Harri Sailas be elected as a new member of
the Board of Directors. Mr. Sailas, born 1951, is the Chief Executive Officer
of Ilmarinen Mutual Pension Insurance Company. He has served with Ilmarinen
since 2006 and has a long career in various management positions in Nordea Bank
and its predecessors Merita and KOP Bank in 1975-2006. Additional information
on the candidates can be found at Finnair's internet site. 

13. Resolution on the remuneration of the Auditors

In accordance with the Audit Committee's recommendation, the Board of Directors
proposes to the Annual General Meeting that the Auditors' fees for 2010 be paid
according to the Auditors' invoices. 

14. Election of the Auditors

In accordance with the Audit Committee's recommendation, the Board of Directors
proposes to the Annual General Meeting that PricewaterhouseCoopers Oy and Mr.
Jyri Heikkinen be re-elected as Auditors and Messrs. Tuomas Honkamäki and Timo
Takalo as deputy Auditors. PricewaterhouseCoopers Oy has informed the Board of
Directors that, if re-elected as the Company's Auditor, it would appoint Mr.
Eero Suomela as the Auditor-In-Charge. 

15. Amendment of the Articles of Association

The Board proposes to the Annual General Meeting that Article 10 of the
Company's Articles of Association 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.” 

16. Granting of authority to decide on the repurchase of the Company's own
shares 

The Board proposes to the Annual General Meeting that it authorised the Board
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 could be 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 would reduce the funds
available for distribution of profits. The shares would be 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
would be based on the market price of the share in the public trading. The
purchase price would be paid to sellers in accordance with the rules of NASDAQ
OMX Helsinki Oy. The authorisation would be lapse on 30 September 2011. 


17. Granting of authority to decide on disposal of the company's own shares

The Board proposes to the Annual General Meeting that it authorised the Board
to decide upon disposal of a maximum of 5,000,000 of the company's own shares.
The Board of Directors would be 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 were disposed. The disposal could deviate from the shareholders'
pre-emptive right to purchase the company's own shares. The authorisation would
lapse on 31 May 2013. The authorisation would cancel the previous authorisation
to dispose of company's own shares granted to the Board of Directors by the
Annual General Meeting held on 27 March 2008. 

18. 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 would serve as an
expert member. The three biggest shareholders would 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 would be transferred to the next
biggest shareholder. The shareholdings would 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 would be convened by the Chairman of the
Board of Directors and it would elect a chairman from among its members. The
Shareholders' Nomination Committee should submit its proposals to the Board of
Directors latest on 1 February 2011. 

19. Closing the Meeting


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 9 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 19 March 2010 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 a 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 26 March 2010 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 mail to Finnair Plc, Register of Shareholders, AAC/5, FI-01053 FINNAIR.

In connection with the registration, a shareholder shall notify the name,
personal/business identification number, address, telephone number and the name
of a possible assistant or proxy of the shareholder. 

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 the right to represent the shareholder at the Annual General
Meeting. 

Should a shareholder wish to use several proxy representatives that represent
the shareholder's shares held in more than one book-entry accounts, the shares
represented by each proxy representative shall be identified at the time of
registration for the Annual General Meeting. Possible proxy documents should be
delivered in original 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
Holders of nominee registered shares are advised to promptly to contact their
custodian banks in order to obtain instructions on the registration in the
Register of Shareholders and issuing of proxy documents. The custodian banks'
Account Operators will register the holder of nominee registered shares willing
to participate in the general meeting, so as to be temporarily entered in the
shareholders' register of the company by 26 March 2010 at 10.00 am. Upon such
entry, the shareholder is also registered for the Meeting. 
Further information on the Meeting can be found on the Company's website
www.finnair.com/agm. 

4. Other information

On the date of this notice, the total number of shares and votes in the Company
is 128,136,115. 

Helsinki 3 March 2010


FINNAIR PLC
BOARD OF DIRECTORS