Proposals of the Shareholders' Nomination Board on the Composition and Remuneration of the Board of Directors of Finnair Plc

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Finnair OYJ (HEX:FIA)

Finnair Plc Stock Exchange Release 31 January 2014 at 11.40 am EET

The Shareholders' Nomination Board proposes to Finnair Plc's Annual General Meeting (AGM) to be held on 27 March 2014 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 Ms Maija-Liisa Friman, Mr Klaus W. Heinemann, Mr Jussi Itävuori, Mr Harri Kerminen and Ms Gunvor Kronman be re-elected, and that Ms Jaana Tuominen and Mr Nigel Turner be elected as new members to the Board of Directors. All candidates have given their consent to the position.

Ms Jaana Tuominen (b. 1960, M. Sc. (Eng.)) is the CEO of Paulig Group since 2008. Before that she was the Managing Director of GE Healthcare Finland and General Manager of GE’s Global Monitoring Solutions business unit. Ms. Tuominen is a member of the Board of Directors and of the Remuneration and HR Committee of Rautaruukki Corporation, which is a company specialized in steal and steel construction.

Mr Nigel Turner (b. 1958, BA (Hon.)) is the former CEO of British Midland Airways (bmi) and he has over 25 years’ experience from the airline industry. Mr Turner is Deputy Chairman of the Board of Directors and the Chairman of the Audit Committee of aircraft leasing company Jetscape Inc., a member of the Board of Directors and of the Audit and Treasury Committees of NATS plc (National Air Traffic Services) and Deputy Chairman of the Board of Directors of The Airline Group Ltd, which is one the owners of NATS plc.

The biographical details of the other proposed board members can be found on the internet at www.finnairgroup.com/group.

The Nomination Board further proposes that Mr Klaus W. Heinemann be re-elected as Chairman of the Board. He has been a member of the Board since 2012 and Chairman of the Board since 2013.

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, that have remained the same since 2008, would remain unchanged and be:

- Chairman 61,200 euros per year

- Vice Chairman 32,400 euros per year

- Other members 30,000 euros per year

The Nomination Board proposes to the AGM further that a Board member residing in Finland would be paid a fee of 600 euros, and a Board member residing abroad a fee of 2,400 euros, per meeting of the Board or its Committee.

The Nomination Board

The members of the Shareholders' Nomination Board are the representatives of the three largest shareholders of Finnair as of 2 September 2013, namely Mr Eero Heliövaara, Director General of the Government Ownership Steering Department, Prime Minister's Office (Chairman); Mr Robin Backman, Portfolio Manager, KEVA; Mr Per Wennberg, Director, Skagen funds, and the Chairman of Finnair's Board, Mr Klaus W. Heinemann.

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

Finnair Plc Communications

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