The Annual General Meeting (AGM) of Finnair Plc was held today in Helsinki, Finland. The meeting approved the company’s annual accounts and consolidated annual accounts for the fiscal year 2017 and discharged the members of the Board of Directors and CEO of the company from liability.
Use of the profits shown on the balance sheet and payment of dividend
In line with the proposal of the Board of Directors, the AGM decided that a dividend of 0.30 euros per share is paid based on the balance sheet adopted for the year ended 31 December 2017. The dividend will be paid to shareholders recorded on 22 March 2018 on the shareholders’ list of the company maintained by Euroclear Finland Ltd. The dividend payment date is 4 April 2018.
Compensation of the Board of Directors
The AGM approved the proposal of the Shareholders' Nomination Committee. The following annual remuneration shall be paid to the members of the Board of Directors:
Chairperson 61,200 euros;
Vice Chairperson 32,400 euros;
Chairpersons of the Audit Committee and Compensation and Nomination Committee 32,400 euros, where these individuals are neither the Chairperson nor the Vice Chairperson of the Board; and
other members 30,000 euros.
The AGM decided that each member’s fee for a meeting of the Board of Directors or its Committee would be 600 euros when the meeting takes place in the member’s country of residence and 2,400 euros for other meetings. For telephone meetings, the fee would be 600 euros.
The Board members are entitled to reimbursement of reasonable travel and representation expenses in accordance with the company’s general expenses policy. In addition, the Board members 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.
Composition of the Board of Directors
The AGM approved the proposal of the Shareholders' Nomination Committee that the Board of Directors be composed of eight (8) members. Colm Barrington, Mengmeng Du, Maija-Liisa Friman, Jouko Karvinen, Jonas Mårtensson and Jaana Tuominen of the current members of the Board of Directors were re-elected to the Board of Directors, and Montie Brewer and Henrik Kjellberg were elected as new members to the Board of Directors. The term of office of the Board of Directors expires at the end of the next AGM in 2018. Mr. Jouko Karvinen was elected Chairman of the Board.
Election of the auditors and their remuneration
The AGM decided 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.
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 of the Company’s own shares 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 5,000,000 shares, which corresponds to approximately 3.9 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 in order to, inter alia, develop the capital structure of Finnair, to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of Finnair's incentive and remuneration schemes.
The authorisation is effective for a period of 18 months from the resolution of the General Meeting and it cancels the authorisation given by the General Meeting on 16 March 2017 to decide on the repurchase and/or acceptance as pledge of own shares.
Authorising the Board of Directors to decide on the disposal of the company's own shares
The AGM authorised the Board of Directors to decide on the disposal of own shares held by the company.
The number of shares to be disposed based on the authorisation shall not exceed 5,000,000 shares, which corresponds to approximately 3.9 per cent of all the shares in the company. The Board of Directors decides on all the conditions of the disposals, including to whom, at what price and in which manner the company's shares are disposed. The disposals may also be made in deviation from the shareholders' pre-emptive rights for a weighty financial reason, such as using the shares to develop the company's capital structure, to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares as part of Finnair's incentive and remuneration schemes.
The authorization is effective for a period of 18 months from the resolution of the General Meeting and it cancels the authorisation given by the General Meeting on 16 March 2017 to decide on the disposal of the company's own shares.
Amending the Articles of Association
The AGM approved the proposals of the Board of Directors to amend the company’s Articles of Association. Sections 2 §, 3 §, 8 § and 12 § were amended to be read as follows:
(i) Section 2 § of the Articles of Association:
"The company's field of business is to operate an airline by transporting passengers, cargo, and mail and to sell, lease, and repair aircraft and their parts and supplies, to provide hotel, forwarding, travel agency and other business operations relating to travelling and airline operations, as well as finance and insurance brokerage services and all other business operations related to the above. The company may conduct its business through subsidiaries, associated companies and joint ventures."
(ii) Section 3 § of the Articles of Association:
"The administrative bodies of the company are the Board of Directors and the Chief Executive Officer. A Deputy Chief Executive Officer may also be appointed for the company. The Board of Directors shall consist of a Chairperson and of a minimum of four (4) and a maximum of nine (9) other members."
(iii) Section 8 § of the Articles of Association:
"The company has one auditor. The auditor shall be an Auditing Firm referred to in the Auditing Act. The auditor shall be elected at the Annual General Meeting for a term which shall end at the closing of the first Annual General Meeting following the election."
(iv) Section 12 § of the Articles of Association:
"General Meetings of the company may be held in either Helsinki, Espoo or Vantaa.
At the Annual General Meeting, the following are
presented:
- the financial statements, the consolidated financial statements and the report of the Board of Directors, and the auditor's report;
decided on:
- the adoption of the financial statements and the consolidated financial statements,
- the use of the profit shown on the balance sheet,
- the discharge from liability of the members of the Board of Directors and the Managing Director,
- the remuneration of the members of the Board of Directors, and
- the number of members of the Board of Directors, and
- the remuneration of the auditor;
elected:
- the Chairperson and other members of the Board of Directors, and the auditor; and
addressed:
- any other matters mentioned in the notice of the Meeting."
- Authorising the Board of Directors to decide on donations for public-benefit purposes.
The AGM authorized the Board of Directors to decide on donations up to an aggregate maximum of EUR 250,000 for charitable or corresponding purposes and that the Board be authorized to determine the recipients, purposes and other terms and conditions of the donations. The donations can be made in one or multiple installments. The authorization is effective until the next Annual General Meeting.
Minutes of the Meeting
The minutes of the AGM will be available on the Company’s website https://company.finnair.com/en as of 3 April 2018.