Beskrivning
| Land | Finland |
|---|---|
| Lista | Mid Cap Helsinki |
| Sektor | Tjänster |
| Industri | Fordon & Transport |
Finnair Plc Stock Exchange Release 27 March 2025 at 5:30 p.m. EET
The Annual General Meeting (AGM) of Finnair Plc was held on 27 March 2025 in Vantaa, Finland. 539 shareholders representing 137,584,063 shares and votes were represented at the meeting. The AGM approved the company's annual accounts including the consolidated annual accounts for the financial year 2024, discharged the members of the Board of Directors and CEO of the company from liability and decided to approve the remuneration report and the amended remuneration policy for governing bodies. In addition, the AGM adopted, in accordance with the proposals of the Board of Directors and the Shareholders' Nomination Board, the following resolutions:
Resolution on the use of the profit shown on the balance sheet and on the distribution of dividend and on return of capital
In accordance with the proposal of the Board of Directors, the AGM decided that the profit for the financial year be recorded in the Company's retained earnings/losses and that no dividend be distributed. In addition, the AGM decided that a return of capital of EUR 0.11 per share be paid to the shareholders. The return of capital will be paid in two instalments. The first instalment of 0.06 euros per share will be paid on 7 April 2025 to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the record date of the first instalment 31 March 2025. The second instalment of 0.05 euros per share will be paid in November 2025 to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the record date of the second instalment, which, together with the payment date of the second instalment, shall be decided by the Board of Directors in its meeting scheduled for 28 October 2025.
Remuneration of the Board of Directors
In accordance with the proposal of the Shareholders' Nomination Board, the AGM decided on the remuneration of the Board of Directors as follows.
- Annual fees of the Chair, Vice Chair and other members of the Board of Directors:
- Chair EUR 80,000 (2024: EUR 72,000) per year;
- Vice Chair EUR 48,000 (2024: EUR 39,000) per year; and
- Member EUR 40,000 (2024: EUR 35,000) per year.
- Fixed fees for Committee work:
- Chairs of the Audit Committee and the People and Remuneration Committee are paid EUR 6,000 (2024: EUR 6,000) per year, and the members of the Committees EUR 3,000 (2024: EUR 3,000) per year. Similar fixed fees are paid to the Chairs and members of other permanent Committees possibly established by the Board of Directors.
- Meeting fees:
- A meeting fee of EUR 800 (2024: EUR 800) is paid to the members of the Board of Directors participating in a Board or Committee meeting when the meeting takes place in the member's country of residence, and EUR 3,200 (2024: EUR 3,200) for other meetings. For remote and telephone meetings, the meeting fee is EUR 800 (2024: EUR 800).
- The members of the Board of Directors are entitled to reimbursement of reasonable travel expenses in accordance with the Company's general expenses policy.
- The members of the Board of Directors and their spouses are entitled to discounted travel on the Company's flights in accordance with the Company's discount ticket policy regarding the Board of Directors.
The fees set out in point 1. above are paid as a combination of shares and cash so that approximately 40% of the fees are used for acquiring the Company's shares for the members of the Board of Directors, and the rest is paid in cash. The fees set out in points 2. and 3. above are paid fully in cash.
Composition of the Board of Directors
In accordance with the proposal of the Shareholders' Nomination Board, the AGM decided that the Board of Directors be composed of eight (8) members.
Of the current members of Finnair's Board of Directors, Jukka Erlund, Hannele Jakosuo-Jansson, Jussi Siitonen and Sanna Suvanto-Harsaae were re-elected, and Andreas Bierwirth, Nicolas Boutin, Lisa Farrar and Mika Ihamuotila were elected as new members, all for the term of office ending at the end of the next Annual General Meeting. Sanna Suvanto-Harsaae was elected as the Chair of the Board.
Election of the auditor and the sustainability reporting assurance provider and their remuneration
In accordance with the Audit Committee's recommendation, the AGM decided that KPMG Oy Ab, a firm of authorised public accountants, is elected as the auditor of the company for the term of office ending at the end of the next Annual General Meeting. Kirsi Jantunen, APA, will act as principal auditor.
In accordance with the Audit Committee's recommendation, KPMG Oy Ab was also elected as the sustainability reporting assurance provider of the company for the term of office ending at the end of the next Annual General Meeting. Kirsi Jantunen, ASA, will act as the key sustainability partner.
The remunerations for the auditor and the sustainability reporting assurance provider are paid according to their reasonable invoices.
Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares
The AGM authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares as follows.
The number of own shares to be repurchased and/or accepted as pledge shall not exceed 7,300,000 shares, which corresponds to approximately 3.6 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.
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 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 based on the authorisation in order to, inter alia, develop the capital structure of the Company, to finance or carry out potential acquisitions, investments or other business transactions, or in order to use the shares as part of the Company's incentive and remuneration schemes.
The authorisation is effective for a period of 18 months from the resolution of the Annual General Meeting and cancels the authorisation given by the Annual General Meeting on 18 March 2024 to decide on the repurchase and/or acceptance as pledge of own shares.
Authorising the Board of Directors to decide on the issuance of shares
The AGM authorised the Board of Directors to decide on the issuance of shares as follows.
The number of shares to be issued based on the authorisation shall not exceed 1,200,000 shares, which corresponds to approximately 0.6 per cent of all the shares in the Company.
The Board of Directors decides on all the conditions of the issuance of shares, including to whom, at what price and in which manner the shares are issued. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares and share issues made with or without payment. The issuance may also be carried out in deviation from the shareholders' pre-emptive rights (directed issue), e.g. for using the shares to develop the Company's capital structure, to finance or carry out potential acquisitions, investments or other business transactions, or in order to use the shares as part of the Company's incentive and remuneration schemes.
The authorisation is effective for a period of 18 months from the resolution of the Annual General Meeting and cancels the authorisation given by the Annual General Meeting on 18 March 2024 to decide on the issuance of shares.
Authorising the Board of Directors to decide on donations for public-benefit purposes
The AGM authorised the Board of Directors to decide on donations up to an aggregate maximum of EUR 250,000 for public-benefit or corresponding purposes and that the Board of Directors be authorised to determine the recipients, purposes and other terms and conditions of the donations. The donations can be made in one or multiple instalments. The authorisation is effective until the next Annual General Meeting, and it does not limit the possibility under § 2 of the Company's Articles of Association to additionally engage in, or support, activities that are aimed at ensuring the acceptability, and thereby the long-term profitability, of the Company's business by increasing the positive effects and reducing the negative effects of its business on the environment and society.
Minutes of the Meeting
The minutes of the AGM will be available on the company's website investors.finnair.com/en as from 10 April 2025 at the latest.
In Helsinki, 27 March 2025
FINNAIR PLC
BOARD OF DIRECTORS