Proposals of the Shareholders' Nomination Board on the composition and remuneration of the Board of Directors of Finnair Plc

Regulatory News:

Finnair Plc (HEX:FIA1S):

Finnair Plc Stock Exchange Release 29 January 2015 at 7:10 p.m. EET

The Shareholders' Nomination Board proposes to Finnair Plc's Annual General Meeting (AGM) to be held on 25 March 2015 that the number of members of the Board of Directors would be confirmed as seven.

Proposal on the composition of Board of Directors

The Shareholders' Nomination Board proposes that present members of the Board of Directors Maija-Liisa Friman, Klaus W. Heinemann, Jussi Itävuori, Harri Kerminen, Gunvor Kronman, Jaana Tuominen and Nigel Turner be re-elected, and that Klaus W. Heinemann be re-elected as Chairman of the Board.

All candidates have given their consent to the position. The biographical details of the proposed board members can be found on the Internet at http://www.finnairgroup.com/group/group_4.html.

Proposal on Board of Directors’ remuneration

The Nomination Board proposes to the AGM that the annual remunerations of the members of the Board of Directors would be the following:

- Chairperson 61,200 euros

- Vice Chairperson 32,400 euros

- Chairpersons of the Audit Committee and Compensation and Nomination Committee 32,400 euros, where these individuals are neither the Chairperson nor the Vice Chairperson of the Board

- Other members 30,000 euros per year

The Nomination Board proposes to the AGM further that each member’s fee for a meeting of the Board of Directors or its Committee would be 600 euros when the meeting takes place in the member’s country of residence and 2,400 euros for other meetings. For telephone meetings, the fee would be 600 euros.

The members would be entitled to reimbursement of reasonable travel and representation expenses in accordance with the company’s general expenses policy.

The members and their spouses would be entitled to discounted travel on the company’s flights in accordance with the company’s discount ticket policy regarding the Board of Directors. Under the current policy, the Directors and their spouses would be entitled to 4 return or 8 one-way tickets on Finnair flights per calendar year in Economy or Business Class. The fare of these tickets is zero, exclusive of any airport taxes, fees and charges, which are payable by the Directors. These tickets constitute taxable income in Finland.

The Nomination Board

From 17 October 2014 onward the members of the Shareholders' Nomination Board were the representatives of the three largest shareholders of Finnair as of 1 September 2014, namely Eero Heliövaara, Director General of the Government Ownership Steering Department, Prime Minister's Office (Chairman); Robin Backman, Portfolio Manager, KEVA; Per Wennberg, Director, Skagen funds; and Klaus W. Heinemann, the Chairman of Finnair's Board. Wennberg resigned from the Nomination Board in early December. Ilmarinen, the fourth largest shareholder of Finnair as of 1 September 2014, appointed thereafter its Managing Director Harri Sailas to the Nomination Board as of 15 December 2014.

The above proposals will be included in the notice to convene the AGM that will be published later.

For further information, please contact:

Eero Heliövaara, Director General of the Government Ownership Steering Department, Prime Minister's Office

tel. +358 029 5160 150.

Finnair Plc

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