Finnair Plc holds successful Annual General Meeting approves Accounts and Governance resolutions

Tuesday, March 19, 2024

Finnair Plc convened its Annual General Meeting (AGM) on March 18, 2024, in Helsinki. A total of 266 shareholders, representing 13,041,146,965 shares and votes, participated in the proceedings. The AGM endorsed the company’s annual accounts, including the consolidated annual accounts for the fiscal year 2023, absolving the Board of Directors and CEO from liability. Additionally, it ratified the remuneration report for governing bodies. Furthermore, the AGM passed the following resolutions as per the proposals presented by the Board of Directors and the Shareholders’ Nomination Board:

Utilization of Profit and Dividend Distribution

Following the recommendation of the Board of Directors, the Annual General Meeting (AGM) resolved to allocate the profit of EUR 231,458,763.52 for the fiscal year to the company’s retained earnings/losses, with no dividend distribution.

Remuneration of the Board of Directors

As per the proposal of the Shareholders’ Nomination Board, the AGM established the remuneration structure for the Board of Directors as outlined below:

Annual Fees:

• Chair: EUR 72,000
• Vice Chair: EUR 39,000
• Members: EUR 35,000 per annum

These fees will be disbursed partly in shares and partly in cash, with approximately 40% allocated for acquiring company shares for board members, and the remainder provided in cash.

Committee Fees:

• Chairs of the Audit Committee and the People and Remuneration Committee: EUR 6,000 annually
• Committee Members: EUR 3,000 annually

Similar fixed fees will apply to Chairs and members of any other permanent committees established by the Board of Directors.

Meeting Fees:

• Members attending Board or Committee meetings in their country of residence: EUR 800 per meeting
• Members attending meetings elsewhere: EUR 3,200 per meeting
• EUR 800 meeting fee for remote and telephone meetings

Reasonable travel expenses will be reimbursed according to the company’s policy, and discounted travel on the company’s flights will be available to Board members and their spouses.

Composition of the Board of Directors

At the suggestion of the Shareholders’ Nomination Board, the Annual General Meeting (AGM) opted to maintain a total of eight (8) members on the Board of Directors. Among them, Tiina Alahuhta-Kasko, Montie Brewer, Jukka Erlund, Hannele Jakosuo-Jansson, Henrik Kjellberg, Simon Large, and Sanna Suvanto-Harsaae were reappointed, with Jussi Siitonen joining as a new member. Sanna Suvanto-Harsaae was chosen to serve as the Chairperson.

Appointment of Auditor and Sustainability Reporting Assurance Provider

As recommended by the Audit Committee, KPMG Oy Ab was re-elected as the auditor and sustainability reporting assurance provider until the subsequent AGM. Kirsi Jantunen, APA, ASA, will serve as the principal auditor and key sustainability partner, with remuneration based on reasonable invoices.

Authorization for Repurchase and Issuance of Shares, and Donations

The Annual General Meeting (AGM) has granted the Board of Directors the authority to buy back and/or use the company’s shares as collateral, issue fresh shares, and determine contributions for public-interest causes. Specifics of these permissions were provided, encompassing constraints, timeframe, and terms, all aligned with the company’s strategic goals and the welfare of its shareholders.

Reverse Split and Related Transactions

The AGM approved a reverse split, accompanied by a directed share issue and redemption of shares, aimed at enhancing trading conditions and price formation of the shares. The resolution detailed the mechanics and motivations behind these actions, with the cancellation and registration of shares scheduled accordingly.

Minutes of the Meeting

The minutes of the Annual General Meeting (AGM) will be available for viewing on the company’s website, investors.finnair.com/en, starting April 1, 2024.

Date: March 18, 2024

FINNAIR PLC

BOARD OF DIRECTORS

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