Not for release, publication or distribution, directly or indirectly, in or into
the United States, Canada, Australia or Japan.
FINNAIR PLC STOCK EXCHANGE RELEASE 1 NOVEMBER 2007
EXTRAORDINARY SHAREHOLDERS' MEETING TO CONVENE 21 NOVEMBER 2007
The Board of Directors of Finnair Plc has decided to convene the Extraordinary
Shareholders' Meeting on 21 November 2007 at 10 a.m. at Hotel Crowne Plaza,
Mannerheimintie 50, Helsinki. The Extraordinary Shareholders' Meeting is
convened to decide on authorising the Board of Directors to decide on a share
issue in accordance with the shareholders pre-emptive rights
against consideration.
The proceeds from the contemplated share offering will
be used to finance partially Finnair's near-term investment programme. The
investment programme is over EUR 1 billion during the period ending 2010 and
consisting mainly of new Airbus wide-bodied aircraft for the company's
long-haul network. The maximum size of the share offering is EUR 250 million.
Notice of the Extraordinary Shareholders' Meeting is attached in its entirety in
this release.
Finnair Plc
Communications
1 November 2007
Disclaimer
The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia or
Japan. These written materials do not constitute an offer of securities for
sale in the United States, nor may the securities be offered or sold in the
United States absent registration or an exemption from registration as provided
in the U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder. There is no intention to register any portion of the offering in
the United States or to conduct a public offering of securities in the United
States.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.
Danske Bank A/S ("Danske Markets") and UBS Limited ("UBS Investment Bank") are
acting for Finnair and for no-one else in connection with the potential share
offering and will not be responsible to anyone other than Finnair for providing
the protections afforded to the respective clients of Danske Markets or UBS
Investment Bank nor for providing any advice in relation to the potential share
offering."
ATTACHMENT: NOTICE OF THE EXTRAORDINARY SHAREHOLDERS' MEETING
Finnair Plc Extraordinary Shareholders' Meeting will be held on 21 November 2007
at 10 a.m. at Hotel Crowne Plaza, Mannerheimintie 50, Helsinki. Registration of
the persons who have given prior notice of attendance and distribution of voting
tickets will commence at 9 am.
The following matter will be handled at the meeting:
Proposal by the Board of Directors to grant the Board of Directors the authority
to decide on a share issue against consideration
The Board of Directors proposes that the Extraordinary Shareholders' Meeting
authorises the Board of Directors to decide on a share issue against
consideration and to determine the detailed terms and conditions of the issue.
A maximum amount of 50,000,000 new shares may be issued in the share issue.
The share issue authorisation shall be in force until 31 December 2008. The
share issue authorisation entitles the Board of Directors only to decide on a
share
issue that does not deviate from the shareholders' pre-emptive subscription
rights. The authorisation includes a right by the Board of Directors to decide
on the offering of any shares not subscribed for to persons designated by the
Board of Directors. The authorisation does not annul the Board of Director's
prior share issue authorisation.
Right to participate in the Extraordinary Shareholders' Meeting
Shareholders who are registered, and nominee shareholders who in accordance with
Chapter 4, Section 2 of the Finnish Companies Act have enrolled to be
temporarily registered, as shareholders with the Finnish Central Securities
Depository Ltd. (APK) on 9 November 2007, are entitled to attend the meeting.
Shareholders are requested to take into account that, in accordance with the
Finnish Companies Act, shareholders whose shares have not been transferred to
the book-entry securities system do not have the right to attend the meeting.
Notice of attendance at the meeting must be made on 19 November 2007 by 4 p.m.
at the latest, either in writing to Finnair Plc, Share Register AAC/6,
01053 FINNAIR or by telefax or by telephone to +358 (0)9 818 7637 from Monday
to Friday between 9 am and 4 pm to +358 (0)9 818 1662 or by e-mail to
agm@finnair.com. The attendance letter, telefax or e-mail must have been
received by the company before the registration period ends. Proxies or other
authorisations, by right of which a
shareholder's voting right is intended to be exercised, shall be notified at
registation and the proxy or clearance of other authorisation shall be
delivered to the company before the registration period ends.
Information
The documents concerning the financial statements and the Board of Directors'
proposal can be reviewed by the shareholders from 14 November 2007 at Finnair's
Headquarters, Tietotie 11 A, Helsinki-Vantaa Airport. Shareholders can also
request the documents and the proposal by post from said date onwards. The
documents can also be viewed at Finnair's web site at www.finnair.com/investors.
Helsinki, 31 October 2007
Finnair Plc
Board of Directors