Finnair Oyj — Capital/Financing Update 2021

May 5, 2021

Finnair considers issuance of new notes and announces a voluntary tender offer of its outstanding notes maturing in 2022

Finnair considers issuance of new notes and announces a voluntary tender offer of its outstanding notes maturing in 2022

Finnair Plc                 Stock Exchange Release             5 May 2021 at
10.00 a.m. EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Finnair Plc (the “Company”) is considering the issuance of new euro-denominated
notes (the “New Notes”). The potential issue is expected to take place in the
near future subject to market conditions.

At the same time, the Company announces that it invites the holders of its
outstanding EUR 200 million 2.250 per cent notes due 2022 (ISIN: FI4000251756)
(the “Notes”) (the “Holders”) to tender their Notes for cash on the terms and
conditions set out in the Tender Offer Memorandum dated 5 May 2021 (the “Tender
Offer Memorandum”) (the “Tender Offer”).

Pursuant to the Tender Offer, the Company proposes to accept for purchase any
and all of the Notes, although the Company reserves the right, in its sole
discretion, to accept or reject any Notes offered for purchase.  Whether the
Company will accept for purchase any Notes validly tendered is subject to,
without limitation, the pricing of the issue of the New Notes (the “New Issue
Condition”).

The purchase price of the Notes is EUR 1,010.00 per EUR 1,000 in principal
amount of the Notes. Accrued and unpaid interest will be paid in respect of all
Notes validly tendered and delivered and accepted for purchase.

The offer period closes at 4:00 p.m. Finnish time (EEST) on 12 May 2021.
Possible announcement of indicative Tender Offer results will be published as
soon as practicable after the expiry of the offer period on 14 May 2021, and the
final Tender Offer results will be announced as soon as practicable after the
expiry of the offer period. Subject to satisfaction of the New Issue Condition,
the latest settlement date for the Tender Offer and the New Notes is no later
than 27 May 2021.

When considering the allocation of the New Notes, the Company will give priority
to those Holders who, prior to such allocation, have validly tendered or have
given a firm intention to the Company or any Dealer Manager that they intend to
tender their Notes for purchase pursuant to the Tender Offer. Therefore, a
Holder that wishes to subscribe for New Notes in addition to tendering its
existing Notes for purchase pursuant to the Tender Offer will be eligible to
receive, at the sole and absolute discretion of the Company, priority in the
allocation of the New Notes, subject to the New Issue Condition, the selling
restrictions for the New Notes and such Holder making a separate application for
the purchase of such New Notes to a Dealer Manager (in its capacity as a
bookrunner of the issue of the New Notes) in accordance with the standard new
issue procedures of such Dealer Manager. However, the Company is not obliged to
allocate the New Notes to a Holder who has validly tendered or indicated a firm
intention to tender its Notes for purchase pursuant to the Tender Offer. If New
Notes are allocated, the principal amount thereof will be the principal amount
of Notes validly tendered by such Holder and accepted for purchase by the
Company pursuant to the Tender Offer. Any such allocation will also, among other
factors, take into account the minimum denomination of the New Notes (being EUR
1,000) and the minimum subscription amount (being EUR 100,000).

The Company intends to use the proceeds of the New Notes to fund the purchase of
Notes accepted for purchase in the Tender Offer and the remaining proceeds for
general corporate purposes.

Nordea Bank Abp and OP Corporate Bank plc act as the Dealer Managers for the
Tender Offer. Nordea Bank Abp acts as the Tender Agent for the Tender Offer.
Information in respect of the Tender Offer may be obtained from the Dealer
Managers.

Danske Bank A/S and Nordea Bank Abp act as Coordinators and Bookrunners for the
issue of the New Notes and OP Corporate Bank plc and Skandinaviska Enskilda
Banken AB (publ) act as Bookrunners in relation to the issue of the New Notes
(together, the “Bookrunners”).

Dealer Managers:

Nordea Bank Abp

Telephone: +45 6161 2996

Attention: Bibi Larsen

Email: NordeaLiabilityManagement@nordea.com

OP Corporate Bank plc

OP Corporate Bank plc, Debt Capital Markets

Telephone: +358 10 599 1281

Attention: Thomas Ulfstedt

Email: liabilitymanagement@op.fi

FINNAIR PLC

Further information:

Finnair communications, 358 9 818 4020, comms@finnair.com

Distribution:

NASDAQ OMX Helsinki

Principal media

Finnair is a modern premium network airline, specialising in passenger and cargo
traffic between Asia and Europe. Helsinki’s geographical location gives Finnair
a competitive advantage, since the fastest connections between many European
destinations and Asian megacities fly over Finland. Sustainability is at the
heart of everything we do –  Finnair intends to reduce its net emissions by 50%
by the end of 2025 from the 2019 baseline and achieve carbon neutrality latest
by the end of 2045. Finnair is a member of the oneworld alliance. Finnair Plc’s
shares are quoted on the Nasdaq Helsinki stock exchange.

IMPORTANT NOTICE

Neither this release nor the Tender Offer Memorandum constitutes a
recommendation by Finnair, the Dealer Managers, the Tender Agent, the
Bookrunners, or any of their respective directors, officers, employees, agents
or affiliates regarding the Tender Offer or a recommendation as to whether the
Holders should tender any Notes in the Tender Offer or a recommendation to
purchase any notes potentially issued by the Company. The Holders should consult
their own tax, accounting, financial and legal advisers and make an independent
decision as to whether to tender any Notes held by them for purchase pursuant to
the Tender Offer or to invest in any notes potentially issued by the Company.

Distribution restrictions

The distribution of this release and the invitation to tender the outstanding
Notes is prohibited by law in certain countries. The Tender Offer is not made to
the public either inside or outside of Finland. Persons resident outside of
Finland may receive this release, the Tender Offer Memorandum and any other
information and materials relating to the Tender Offer only in compliance with
applicable exemptions or restrictions. Persons into whose possession this
release, the Tender Offer Memorandum and any other such information and
materials may come are required to inform themselves about and comply with such
restrictions. This release, the Tender Offer Memorandum and any other such
information or materials may not be distributed or published in any country or
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction or would require actions under the laws of a state or
jurisdiction other than Finland, including the United States, Australia, Canada,
Hong Kong, Japan, New Zealand, Singapore and South Africa. The information
contained in this release shall not constitute an offer to sell or tender, or a
solicitation of an offer to buy or sell the Notes to any persons in any
jurisdiction in which such offer, solicitation or sale or tender would be
unlawful. None of Finnair, the Dealer Managers or the Tender Agent or any of
their respective affiliates and representatives assume any legal responsibility
for such violations, regardless of whether the parties contemplating investing
in or divesting the Notes are aware of these restrictions or not.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly
in or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national securities
exchange of, the United States or to any U.S. Person (as defined in Regulation S
of the United States Securities Act of 1933, as amended (the “U.S. Securities
Act”) (each, a “U.S. Person”)). This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the Tender Offer by
any such use, means, instrumentality or facility from or within the United
States or by persons located or resident in the United States or by, or by any
person acting for the account or benefit of, a U.S. Person. Accordingly, copies
of this release, the Tender Offer Memorandum and any other documents or
materials relating to the Tender Offer are not being, and must not be, directly
or indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into
the United States or to any persons located or resident in the United States or
to any U.S. Person. Any purported tender of the Notes in the Tender Offer
resulting directly or indirectly from a violation of these restrictions will be
invalid and any purported tender of Notes made by, or by any person acting for
the account or benefit of, a U.S. Person or by a person located in the United
States or any agent, fiduciary or other intermediary acting on a
nondiscretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.

Each Holder participating in the Tender Offer will represent that it is not a
U.S. Person, it is not located in the United States and it is not participating
in the Tender Offer from the United States, or it is acting on a non
-discretionary basis for a principal located outside the United States that is
not giving an order to participate in the Tender Offer from the United States
and is not a U.S. Person.

For the purposes of this paragraph, United States means the United States of
America, its territories and possessions, any state of the United States of
America and the District of Columbia.

United Kingdom

The communication of this release, the Tender Offer Memorandum and any other
documents or materials relating to the Tender Offer is not being made and such
documents and/or materials have not been, and will not be, approved by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000. This release, the Tender Offer Memorandum and any such other
offer material relating to the Tender Offer may only be distributed to and is
only directed at (i) persons who are outside the United Kingdom, (ii) investment
professionals falling within Article 19(1) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth
companies and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order, (all such persons in (i), (ii) and
(iii) above together being referred to as “relevant persons”). Any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such securities
will be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this release, the Tender Offer Memorandum or
any of its contents.

General

This release or the Tender Offer Memorandum do not constitute an offer to buy or
the solicitation of an offer to sell any Notes (and tenders of the Notes in the
Tender Offer will not be accepted from any Holders thereof) in any circumstances
in which such offer or solicitation would be considered unlawful. In those
jurisdictions where the securities, investor protection or other laws require
the Tender Offer to be made by a licensed broker or dealer and any Dealer
Manager or any of such Dealer Manager’s affiliates is such a licensed broker or
dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by
the Dealer Manager or such affiliate, as the case may be, on behalf of Finnair
in such jurisdiction.

In addition to the representations referred to above in respect of the United
States, each Holder participating in the Tender Offer will also be deemed to
give certain representations in respect of the other jurisdictions referred to
above and generally as set out in the Tender Offer Memorandum. Any tender of the
Notes for purchase pursuant to the Tender Offer from any Holder that is unable
to make these representations will not be accepted. Each of Finnair, the Dealer
Managers and the Tender Agent reserves the right, in its absolute discretion, to
investigate, in relation to any tender of the Notes for purchase pursuant to the
Tender Offer, whether any such representation given by any Holder thereof is
correct and, if such investigation is undertaken and as a result Finnair
determines (for any reason) that such representation is not correct, such tender
shall not be accepted.

Disclaimer

This release is for information purposes only and is not to be construed as an
offer to purchase or sell or a solicitation of an offer to purchase or sell with
respect to any securities of Finnair. The distribution of this release and the
related material concerning the issuance of the New Notes may, in certain
jurisdictions, be restricted by law. No actions have been taken to register or
qualify the New Notes, or otherwise to permit a public offering of the New
Notes, in any jurisdiction. If Finnair decides to proceed with the issue of the
New Notes, any offering material or documentation related to the New Notes may
be received only in compliance with applicable exemptions or restrictions.
Persons into whose possession this release or any such offering material or
documentation may come are required to inform themselves of and observe all such
restrictions. This release and any such offering material or documentation may
not be distributed or published in any country or jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction or would
require actions under the laws of a state or jurisdiction other than Finland. In
particular, this release and any such offering material or documentation may not
be distributed in the United States, Australia, Canada, Hong Kong, Japan, New
Zealand, Singapore or South Africa or any other jurisdiction in which it would
not be permissible to offer the New Notes and this release and any related
material concerning the issuance of the New Notes may not be sent to any person
in the before mentioned jurisdictions. The information contained herein shall
not constitute an offer to sell or tender, or a solicitation of an offer to buy
or sell any of Finnair’s securities, including the New Notes, to any person in
any jurisdiction in which such offer, solicitation or sale or tender would be
unlawful. None of Finnair, the Dealer Managers, the Tender Agent nor the
Bookrunners or their representatives accept any legal responsibility for any
violation by any person, whether or not the persons contemplating investing in
or divesting Finnair’s securities, including the New Notes, are aware of such
restrictions.

The New Notes have not been and will not be registered under the U.S. Securities
Act, or under the securities laws of any state or other jurisdiction of the
United States. The New Notes may not be offered, sold, pledged or otherwise
transferred directly or indirectly within the United States or to, or for the
account or benefit of, U.S. Persons, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the U.S.
Securities Act.

Finnair has not authorised the offering of the New Notes to the public in any
member state of the European Economic Area (the “EEA”) or in the United Kingdom
(each a “relevant state”). All offers of the New Notes in that relevant state
will be made pursuant to an exemption under Regulation 2017/1129 of the European
Parliament and of the Council (as amended, the “Prospectus Regulation”) (as the
Prospectus Regulation forms part of domestic law of the United Kingdom by virtue
of the European Union (Withdrawal) Act 2018) from the requirement to produce a
prospectus under the Prospectus Regulation for offers of securities.
Accordingly, any person making or intending to make any offer of the New Notes
within that relevant state should only do so in circumstances in which no
obligation arises for Finnair or the Bookrunners to publish a prospectus under
the Prospectus Regulation for such offer. Neither Finnair nor the Bookrunners
have authorised, nor do they authorise, the making of any offer of securities
through any financial intermediary. In relation to each relevant state an offer
to the public of any New Notes may not be made in a relevant state, except that
an offer of the New Notes to the public in a relevant state may be made as part
of the Offering pursuant to the following exemptions from the Prospectus
Regulation: (i) an offer is addressed solely to qualified investors as defined
in the Prospectus Regulation, (ii) an offer is addressed to fewer than 150
natural or legal persons per relevant state (other than qualified investors as
defined in the Prospectus Regulation) or (iii) in any other circumstances
falling within Article 1(4) of the Prospectus Regulation, provided that no such
offer of New Notes shall require Finnair or any Bookrunners to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes
of this provision, the expression an “offer to the public” in relation to any of
the New Notes in any relevant state means the communication in any form and by
any means of sufficient information on the terms of the offer and any New Notes
to be offered so as to enable an investor to decide to purchase any New Notes.

The information provided in this release and any offer materials relating to the
New Notes is addressed to and directed only at persons in the United Kingdom in
circumstances where provisions of section 21(1) of the Financial Services and
Markets Act 2000, as amended, do not apply and are solely directed at persons in
the United Kingdom who (a) have professional experience in matters relating to
investments falling within Article 19(1) of the Order or (b) persons falling
within Article 49(2)(a) to (d) of the Order, or other persons to whom they may
be lawfully communicated (all such persons together being referred to as
“relevant persons”). This release is directed only at relevant persons and any
person who is not a relevant person must not act or rely on this release or any
of its contents.