Finnair Board of Directors has approved new share-based incentive plan as a part of Finnair’s existing long-term incentive arrangement

Regulatory News:

Finnair Plc  Stock Exchange Release  11 February 2014 at 9:40am. EET

Finnair Board of Directors has approved a new performance share plan, covering years 2014–2016, for the key personnel of the Finnair Group. The share plan is a part of Finnair’s long-term share-based incentive arrangement that Finnair Board of Directors approved in 2013, and which consists of annually commencing individual plans. The purpose of the share plan is to encourage the management to work to increase long-term shareholder value and also to commit the management to the company.

The participants have the opportunity to earn Finnair shares as a long-term incentive reward, if the performance targets set by the Board of Directors are achieved. The performance criteria applied to the 2014–2016 plan is ROCE (Return on Capital Employed) and TSR (total shareholder return). The number of employees eligible to participate in the first plan is approximately 50 persons.

If the targets set for the first plan for years 2014–2016 are met, the estimated total value of the shares to be paid on the basis of this plan would be 1.6 million euros, corresponding to approximately 600,000 Finnair shares based on current share price (gross before the payroll tax withholding). If the maximum targets are met, the estimated total value of shares to be paid would be approximately 3.2 million euros corresponding to approximately 1,200,000 Finnair shares (gross before the payroll tax withholding).

The potential reward shares will be delivered to members of Finnair’s Executive Board in three share tranches and for other participants in two tranches during the three or two years following the performance period, i.e. in years 2017–2019.  The maximum value of shares delivered to an individual participant based on the share plan in any given year may not exceed 60 % of the employee’s annual base salary.

The three-year performance period of the 2014–2016 share plan will be followed by a restriction period, during which the participant may not sell or transfer the shares received as a reward. The restriction period is three years for the members of Finnair's Executive Board and one year for other participants. In addition, the members of Finnair’s Executive Board are required to accumulate and once achieved, to maintain a share ownership in Finnair corresponding to his/her annual base salary as long as he/she holds a position as a member of Finnair's Executive Board.

No new shares will be issued in connection with the share-based incentive plans and therefore the arrangement will have no diluting effect. Long term incentive arrangement approved in 2013 as well as new plan, covering years 2014-2016, are in line with guidelines issued by Cabinet Committee on Economic Policy. Finnair used PCA Corporate Finance as an advisor in the planning of this incentive plan.

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