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| Land | Finland |
|---|---|
| Lista | Mid Cap Helsinki |
| Sektor | Tjänster |
| Industri | Fordon & Transport |
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Finnair Plc Stock Exchange Release 24 March 2026 at 5:00 p.m. EET
The Annual General Meeting (AGM) of Finnair Plc was held on 24 March 2026 in Vantaa, Finland. 286 shareholders representing 140,441,158 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 2025 and discharged the members of the Board of Directors and CEO of the company from liability.
The AGM resolved to reject the remuneration report for governing bodies for 2025. The resolution made is advisory.
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 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 0.09 euros per share be paid to the shareholders. The return of capital will be paid in two instalments. The first instalment of 0.05 euros per share will be paid on 8 April 2026 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 26 March 2026. The second instalment of 0.04 euros per share will be paid in November 2026 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 26 October 2026.
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:
- Chair 85,000 euros (80,000),
- Vice Chair 50,000 euros (48,000),
- Committee Chair 50,000 euros (40,000), provided the person does not simultaneously serve as Chair or Vice Chair of the Board, and
- Member 44,000 euros (40,000).
In 2025, committee work was compensated with a fee of 6,000 euros for Chairs and 3,000 euros for members. These separate fees will be discontinued.
- In addition to the fixed annual fees mentioned above, Board members will receive meeting fees for attending Board or committee meetings as follows:
- A meeting fee of 1,000 euros (800) is paid to Board members for each meeting, including committee meetings, or 2,000 euros (3,200) if the member travels to the meeting outside their country of residence.
- For meetings held via telephone or other telecommunication means, the fee will correspond to that of a meeting held in the member's home country. No meeting fee will be paid for decisions confirmed in writing without holding a meeting.
- Members' travel expenses will be reimbursed in accordance with the Company's travel policy.
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.
40 per cent of the fixed annual fee will be paid in Finnair Plc shares acquired from the market on behalf of the Board members, and the remainder will be paid in cash. Meeting fees will be paid 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.
Andreas Bierwirth, Nicolas Boutin, Jukka Erlund, Lisa Farrar, Mika Ihamuotila, Hannele Jakosuo-Jansson, Jussi Siitonen and Sanna Suvanto-Harsaae were re-elected 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 also 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 27 March 2025 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 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 27 March 2025 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 250,000 euros 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 7 April 2026 at the latest.
In Helsinki, 24 March 2026
FINNAIR PLC
BOARD OF DIRECTORS