Decisions of the Annual General Meeting of Finnair Plc
By algevis - Thu Mar 29, 10:02 am
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.