SHARES AND SHARE CAPITAL
Shares and Share Capital
On 31 December, 2004 the Company's share capital was 72,045,331.05 euros and the total number of issued shares was 84,759,213. Each share has one vote at the Annual General Meeting and the nominal value of the share is 0.85 euros.
The minimum and maximum values of Finnair Plc share capital are 60 million euros and 240 million euros respectively, within the limits of which share capital can be raised or lowered without amending the Articles of Association. The company shares were added on to the book entry securities system in June 1993.
Share-Related Key Figures
Largest shareholders as at December 31, 2004
Shareholder by type as at December 31, 2004
Breakdown of shareholdings as at December 31, 2004
Finnair Plc, acquisation of own shares
Share Quotations
Finnair Plc shares are quoted on the Helsinki Exchanges. Since January 1995, they have also been traded on the SEAQ (Stock Exchange Automatic Quotation) system on the London Stock Exchange.
Dividend Policy and the Payment of Dividend
The Board of Directors of Finnair Plc proposes to the Annual General Meeting that a dividend of 0.10 euros per share or 71.6% of the earnings per share will be paid for the financial year 2004.
It is the aim of Finnair's dividend policy to pay on average at least one third of the earnings per share as dividend during an economic cycle. The company intends to take into account the Company's earnings trend and outlook, financial situation and capital needs for any given period.
Incentive Schemes for Key Personnel
The Annual General Meeting on 24 August, 2000 approved the proposal by the Board of Directors to issue share option rights to key personnel of the Finnair Group. The share option rights are intended to form part of an incentive and commitment programme for key Finnair Group personnel.
The number of the share option rights issued was 4,000,000. Each option grants an entitlemant to subscribe for one Finnair Plc share. The subscription period for the A option rights (2,000,000 units) began on 1 May, 2003 and for the B option rights (2,000,000 units) on 1 May, 2004. The subscription period for all option rights will end on 31 August, 2006.
During the financial year 2004 no new shares were marked under the share option programme. On 31 December, 2004 a total of 3,997,500 shares were available for subscription with 3,997,500 option rights. The option rights accounted for 4.72% of the shares and votes.
The Board of Directors of Finnair Plc approved the share-based incentive plan for the Group's key personnel on 18 June 2004. The plan is presented in the note number 30. The plan has no influence on the total number of Finnair shares.
Convertible Loans
In February 1994, Finnair Plc issued a perpetual convertible debenture loan for 38,683,223.09 euros (FIM 230 million) on the basis of an authorization received from the Annual General Meeting of Shareholders in August 1993 and from an Extraordinary Meeting of Shareholders in November 1993. During 2004 share subscriptions from the 1994 debenture loan were executed for 84.094 euros, equivalent to 13,550 shares. The total amount of the outstanding debenture loan was therefore 5,627,567.97 euros. The Board of Directors of Finnair Plc decided to repay the outstanding principal amount of the debenture loan including the interest to the debenture holders in accordance with the terms and conditions of the debenture loan. The repayment date was 2 September, 2004.
There were no convertible loans outstanding as of December 31, 2004.
Board of Directors' Authorization
The Board of Directors of Finnair Plc, on the basis of the Annual General Meeting's decision on 9 April, 2004, has the authorization to decide on the acquisition and transfer of 4,100,000 of its own shares, which is under 5% of the Company's share capital. In 2004, a total of 422,800 shares were purchased under the authorization, as a result of which the unused authorization amounted to 3,677,200 shares on 31 December,2004. On 31 December, 2004 the purchased shares were still in the Company's holding. The authorization is valid until 6 April, 2005.
The Board of Directors has no other authorizations for share issues, granting share options or issuing convertible bonds.
Government Ownership
At the end of the financial year on 31 December, 2004, the Finnish Government owned 58.4% of the Company's shares and votes. On 20 June, 1994, Parliament decided to maintain the Government's majority holding and gave its consent to reduce that holding to less than two-thirds. Should the issued option rights be used for the subscription of Finnair Plc shares, the Government's holding would be 55.8 %.
Share Ownership by Management
On 31 December, 2004, the members of the Company's Board of Directors and the President & CEO owned 11,100 shares, which represents 0.01% of all the shares and votes.
Share Prices and Trading
The Finnair Plc share was quoted at 5.56 euros on the Helsinki Exchanges on the last day of the financial year. The total market value of the Company's shares was 471.3 million euros (449.1). The highest trading price during the financial year was 6.57 euros (5.58) and the lowest 4.46 euros (3.20).
A total of 21.3 million shares (17.8) were traded on the Helsinki Exchanges for a value of 114.9 million euros (76.4) during the financial year under review. |