 |
SHARES AND SHARE CAPITAL
Shares and Share Capital
The registered share capital of the Company on 31 December 2005 was 73,783,496.05 euros, consisting of 86,804,113 shares. 740,056 shares, amounting to 629,047.60 euros, which had been subscribed with share option rights, were booked in new issue of shares on 31 December 2005. These shares were registered in the trade register on 19 January 2006. Each share has one vote at the Annual General Meeting. The nominal value of the share is 0.85 euros.
The minimum and maximum amounts of Finnair Plc share capital are 60 million euros and 240 million euros respectively, within the limits of which the share capital can be raised or lowered without amending the Articles of Association. The Company's shares were added on to the book entry securities system in June 1993.
Largest shareholders as at December 31, 2005
Shareholder by type as at December 31, 2005
Breakdown of shareholdings as at December 31, 2005
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 0,25 euros per share, which is 34.3 % of the earnings per share, will be paid for the financial year 1 January - 31 December 2005.
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 en economic cycle. The Company intends to take into account the Company's earnings trend and outlook, financing position 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 scheme for Finnair Group key personnel.
The number of the share option rights issued was 4,000,000. Each option grants an entitlement to subscribe for one Finnair Plc share. The share subscription period for the A option rights (2,000,000 units) commenced on 1 May 2003 and for the B option rights (2,000,000 units) on 1 May 2004. The share subscription period for all option rights will end on 31 August 2006.
During the financial year 2003 there were 2,500 shares subscribed with option rights, during the financial year 2004 there were no new shares subscribed with option rights and during the financial year 2005 there were 2,784,956 shares subscribed with option rights. On 31 December 2005 a total of 1,212,544 shares were available for subscription with 1,212,544 option rights. The option rights accounted for 1.4 % of the shares and votes.
The Board of Directors of Finnair Plc approved a share-based incentive scheme for the Group's key personnel on 18 June 2004. The scheme is presented in the note number 23. The scheme has no influence on the total number of Finnair shares. Based on an authorization given by the Annual General Meeting on 23 March 2005 the Company, as a part of the share-based incentive scheme, delivered 37,800 shares to the key personnel in April 2005.
Board of Directors' Authorization
The Board of Directors of Finnair Plc, based on the Annual General Meeting's resolution on 23 March 2005, has the authorization to decide on the acquisition of the maximum of 3,500,000 of its own shares, which is less than 5 % of the Company's share capital as well as to decide on the transfer of the maximum of 3,922,800 of its own shares. The authorization is valid until 22 March 2006.
Based on the authorization, as part of the share-based incentive scheme of the key personnel, the Company delivered 37,800 shares to the key personnel in April 2005.
Based on the authorization the Company, beginning on 1 September 2005, by 31 December 2005, acquired the total of 150,000 of its own shares. The unused authorization to acquire own shares amounted to 3,350,000 shares on 31 December 2005.
On 31 December 2005 the Company owned in total 535,000 of its own shares, which is 0,6 % of the shares. Of the own shares 422,800 shares had been acquired during the financial year 2004.
The Board of Directors has no other authorizations such as authorizations for share issues or for issuing convertible bonds or share options.
Government Ownership
At the end of the financial year on 31 December 2005 the Finnish Government owned 57.0 % of the Company's shares and votes. On 20 June 1994, Parliament, simultaneously with giving its consent to reduce the Government's holding below two-thirds, decided that the Government shall maintain a majority share holding in Finnair Plc. Should the issued share 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 2005, the Members of the Company's Board of Directors and the President & CEO owned in total 14,250 shares, which represents 0.02 % of all the shares and votes.
Share Prices and Trading
The Finnair Plc share was quoted at 11.98 euros on the Helsinki Exchanges on the last day of the financial year. The total market value of the Company's shares was 1,039.9 million euros (471.3). The highest trading price during the financial year was 12.15 euros (6.57) and the lowest 5.56 euros (4.46).
A total of 32.2 million shares (21.3) were traded on the Helsinki Exchanges for a value of 276.0 million euros (114.9) during the financial year 2005. |
|
