Proposals by Finnair's Shareholders' Nomination Board to the Annual General Meeting 2025

Finnair Plc      Stock Exchange Release     24 January 2025 at 12.30 p.m. EET

Number of members of the Board of Directors 

The Shareholders' Nomination Board proposes to the Annual General Meeting to be held on 27 March 2025 that the number of members of the Board of Directors is confirmed as eight (8).

Composition of the Board of Directors 

The Shareholders' Nomination Board proposes that of the current members of Finnair's Board of Directors Jukka Erlund, Hannele Jakosuo-Jansson, Jussi Siitonen and Sanna Suvanto-Harsaae are re-elected, and that Andreas Bierwirth, Nicolas Boutin, Lisa Farrar and Mika Ihamuotila are elected as new members, all for the term of office ending at the end of the next Annual General Meeting. Of the current members of the Board of Directors Tiina Alahuhta-Kasko, Montie Brewer and Henrik Kjellberg have informed that they will not be available for re-election.

Andreas Bierwirth is an aviation and telecommunications expert who has extensive experience in the airline industry. He has acted as Managing Director at Germanwings, as Board Member of Austrian Airlines and as Non-Executive Director at Easy Jet. Furthermore, he acted more than a decade as the CEO of Austria's second largest telecommunications company Magenta Telekom. He also holds an active airline transport pilot licence.

Nicolas Boutin is also an aviation expert, having worked as Global Leader of the Travel Practice Area at Boston Consulting Group. He has collaborated with the leadership of various airlines around strategic, operational, commercial, transformational, digital and sustainability topics, among others. Currently, he acts as an Independent Strategic Advisor and Board member.

Lisa Farrar is a customer experience professional with a demonstrated history of success in the travel industry. She has extensive experience developing and implementing customer experience and loyalty programs across various sectors, including e-commerce, hospitality and online travel. Currently, she serves as Chief Operating Officer at Hemnet AB. 

Mika Ihamuotila has led several international consumer companies and has decades of experience in banking. He is currently the Executive Chair of Marimekko, a global fashion brand. He has previously served as CEO at Sampo Bank, Mandatum Bank and Marimekko. He has also acted as the Vice Chair of Elisa and the Chair of Rovio Entertainment, the gaming company behind Angry Birds.

The Shareholders' Nomination Board further proposes that Sanna Suvanto-Harsaae is elected as the Chair of the Board and recommends to the Board of Directors that it elects Mika Ihamuotila as its Vice Chair.

All candidates have given their consent to the position, and they are all independent of the company and its significant owners.

The biographical details of the Board members proposed for election can be found at Finnair's company website: investors.finnair.com/en.

Board members' remuneration

The Shareholders' Nomination Board's remuneration proposal is part of its long-term program for bringing the Board members' remuneration to market level by 2026.

The Shareholders' Nomination Board proposes to the Annual General Meeting 2025 that it decides on the following remunerations for the next term of the Board:

1. Annual fees of the Chair, Vice Chair and other members of the Board (fees for the previous term in brackets):

• Chair EUR 80,000 (72,000) per year;
• Vice Chair EUR 48,000 (39,000) per year;
• Member EUR 40,000 (35,000) per year

2. Fixed fees for committee work (fees for the previous term in brackets):

Chairs of the Audit Committee and the People and Remuneration Committee are paid EUR 6,000 (6,000) per year and the members of the Committees EUR 3,000 (3,000) per year. Similar fixed fees are paid to the Chairs and members of other permanent Committees possibly established by the Board.

3. Meeting fees (fees for the previous term in brackets)

A meeting fee of EUR 800 (800) is paid to Board members participating a Board or Committee meeting when the meeting takes place in the member's country of residence, and EUR 3,200 (3,200) for other meetings. For remote and telephone meetings, the meeting fee is EUR 800 (800).

In addition, the Board members are entitled to reimbursement of reasonable travel expenses in accordance with the company's general expenses policy.

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.

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 Board members, and the rest is paid in cash. The company acquires the shares for the Board members at its cost and pays the share transfer tax, as applicable. The shares are acquired for the Board members within two weeks from the publishing of the company's results for the first quarter of 2025. If the shares cannot be so acquired for a Board member due to a reason attributable to the company or the Board member, the shares are acquired later. If it is impractical for administrative or other similar reasons to pay the Board's annual fees in shares, the fees may be paid fully in cash.

The fees set out in points 2. and 3. above are paid fully in cash.

Composition of the Shareholders' Nomination Board  

The members of the Shareholders' Nomination Board are Maija Strandberg, Director General, Prime Minister's Office, Ownership Steering Department; Timo Sallinen, Senior Vice President, Investments, Varma Mutual Pension Insurance Company; and Esko Torsti, Head of Alternative Investments, Ilmarinen Mutual Pension Insurance Company. Shareholders' right to appoint their representatives in the Shareholders' Nomination Board was based on the shareholder register of 1 June 2024.

The above proposals will also be included in the invitation to the Annual General Meeting 2025, which will be published later. 

For further information, please contact: 

Chair of the Shareholders' Nomination Board Maija Strandberg, Director General, Prime Minister's Office, Ownership Steering Department, tel. +358 50 407 8423