Finnair Oyj — Proxy Solicitation & Information Statement 2022

Feb 17, 2022

Notice to Annual General Meeting of Finnair Plc

Notice to Annual General Meeting of Finnair Plc

Finnair Plc                                   Stock Exchange Release
           17 February 2022 at 6.15 p.m. EET

Notice is given to the shareholders of Finnair Plc to the Annual General Meeting
to be held on Thursday 24 March 2022 at 3.00 p.m. (EET) at the company's
headquarters at Tietotie 9, 01530 Vantaa, Finland. In order to prevent the
spread of the COVID-19 pandemic, the Annual General Meeting will be held without
shareholders’ and their proxy representatives’ presence at the meeting venue.
The company’s shareholders and their proxy representatives may participate in
the meeting and exercise shareholder rights only through voting in advance as
well as by making counterproposals and asking questions in advance. Instructions
for shareholders are presented in this notice under section C "Instructions for
the participants in the General Meeting".

The Board of Directors of the company has resolved on the exceptional procedure
for the Meeting based on the temporary legislative act (375/2021) to limit the
spread of the COVID-19 pandemic. The company has resolved to take actions
enabled by the act in order to hold the Meeting in a predictable manner, taking
into account the health and safety of the company‘s shareholders, personnel and
other stakeholders.

A virtual shareholder event will be held online after the Annual General
Meeting. This event is not part of the Annual General Meeting. Further
information on the contents of the event and instructions on how to participate
in the event will be available on the company’s website
at investors.finnair.com/en no later than on the day of the Annual General
Meeting at 9.00 a.m. (EET).

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Calling the Meeting to order

Antti Ihamuotila, attorney-at-law, will act as the Chair of the General Meeting.
In case Antti Ihamuotila would not be able to act as the Chair of the Meeting
for a weighty reason, the Board of Directors will name another person it deems
most suitable to act as the Chair.

1. Election of the person to confirm the minutes and to supervise the counting
   of votes

The person to confirm the minutes and to verify the counting of votes will be
attorney-at-law Mia Mokkila. In case Mia Mokkila would not be able to act as the
person to confirm the minutes and to verify the counting of votes for a weighty
reason, the Board of Directors will name another person it deems most suitable
to act in that role.

1. Recording the legality of the Meeting

2. Recording the attendance at the Meeting and adoption of the list of votes

The shareholders who have voted in advance within the advance voting period and
who have the right to participate in the Meeting pursuant to Chapter 5 Sections
6 and 6 a of the Finnish Limited Liability Companies Act will be recorded to
have attended the Meeting. The list of votes will be adopted according to the
information provided by Euroclear Finland Oy.

1. Presentation of the annual accounts including the consolidated annual
   accounts, the report of the Board of Directors and the auditor’s report for the
   year 2021

As participation in the Annual General Meeting is possible only in advance, the
company’s annual report published on 17 February 2022, which includes the
company’s financial statements, the consolidated financial statements and the
report of the Board of Directors and the auditor’s report, and which is
available on the company’s website investors.finnair.com/en, is deemed to have
been presented to the Annual General Meeting.

1. Adoption of the annual accounts including the consolidated annual accounts

2. Resolution on the use of the loss shown on the balance sheet and the
   distribution of dividend

The Board of Directors proposes to the Annual General Meeting that the loss from
the financial period, EUR 307,023,080.56, be recorded in the company’s retained
earnings/losses and that no dividend be distributed.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability for the financial year 1 January 2021 – 31 December 2021

2. Handling of the remuneration report for governing bodies

As participation in the Annual General Meeting is possible only in advance, the
company’s remuneration report, describing the implementation of the company’s
remuneration policy and presenting the remuneration of the governing bodies in
the financial year 2021, to be published in connection with the annual report on
17 February 2022, is deemed to have been presented to the Annual General
Meeting. The remuneration report is available on the company’s website
investors.finnair.com/en. The Annual General Meeting’s resolution on the
remuneration report is advisory.

1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the Annual General Meeting would resolve on the same annual remuneration of the
members of the Board of Directors as the Annual General Meeting 2021, and that
the annual remuneration would be as follows:

· Chairperson 63,000 euros;
· Vice Chairperson 32,700 euros;
· Chairpersons of the Audit Committee and Compensation and Nomination
Committee 32,700 euros, where these individuals are neither the Chairperson nor
the Vice Chairperson of the Board; and
· Other members 30,300 euros per year.

In addition to the annual remuneration, each member’s fee for a meeting of the
Board of Directors or its Committee is 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 is 600 euros.

The members are entitled to reimbursement of reasonable travel and
representation expenses in accordance with the company’s general expenses
policy. The members and their spouses are entitled to discounted travel on the
company’s flights in accordance with the company’s discount ticket policy
regarding the Board of Directors.

1. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the Annual General Meeting that
the number of members of the Board of Directors would be confirmed as eight (8).

1. Election of the Chairperson and other members of the Board of Directors

The current members of the company’s Board of Directors are Tiina Alahuhta
-Kasko, Colm Barrington, Montie Brewer, Jukka Erlund, Hannele Jakosuo-Jansson,
Jouko Karvinen, Henrik Kjellberg and Maija Strandberg. The Shareholders’
Nomination Board proposes to the Annual General Meeting that all the current
members of the Board of Directors be re-elected exclusive of Colm Barrington and
Jouko Karvinen as they have informed that they will not be available in the
election of the Board of Directors. The Nomination Board proposes that Simon
Large and Kari Stadigh be elected as new members of the Board. Prior to the
proposed Board positions, Mr. Large has served in e.g. several leadership
positions at Cathay Pacific for 12 years and Mr. Stadigh has acted as e.g. the
Group CEO and President of Sampo Plc from 2009 to 2019.

The Shareholders' Nomination Board further proposes that Kari Stadigh be elected
as the Chair of the Board.

All candidates have given their consent to the position, and all, except Maija
Strandberg, are independent of the company and its significant owners. Maija
Strandberg is not deemed to be independent of the company’s significant owners
as she is a civil servant of the government of Finland.

The biographical details of Board members proposed for election can be found at
Finnair’s company website: investors.finnair.com/en.

1. Resolution on the remuneration of the auditor

In accordance with the Audit Committee’s recommendation, the Board of Directors
proposes that the auditors’ fees be paid according to the auditors’ reasonable
invoice.

1. Election of the auditor

In accordance with the Audit Committee’s recommendation, the Board of Directors
proposes that KPMG Oy Ab, a firm of authorised public accountants, be re-elected
as the auditor of the company for the term of office ending at the end of the
next Annual General Meeting. KPMG Oy Ab has informed the company that Kirsi
Jantunen, APA, would be acting as the principal auditor.

The recommendation of the Audit Committee is included in the proposal of the
Board of Directors available on the company’s webpage investors.finnair.com/en.

1. Authorising the Board of Directors to decide on the repurchase and/or on the
   acceptance as pledge of Finnair’s own shares

The Board of Directors proposes that the Annual General Meeting would authorise
the Board of Directors to decide on the repurchase and/or on the acceptance as
pledge of the company’s own shares as follows.

The number of own shares to be repurchased and/or accepted as pledge shall not
exceed 50,000,000 shares, which corresponds to approximately 3.6 per cent of all
the shares in the company. Only the unrestricted equity of the company can be
used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and/or
accepted as pledge. Own shares can be repurchased using, inter alia,
derivatives. Own shares can be repurchased otherwise than in proportion to the
shareholdings of the shareholders (directed repurchase).

Own shares may be repurchased and/or accepted as pledge in order to, inter alia,
develop the capital structure of Finnair, to finance or carry out acquisitions,
investments or other business transactions, or in order to use the shares as
part of Finnair’s incentive and remuneration schemes.

The authorisation would be effective for a period of 18 months from the
resolution of the General Meeting and it would cancel the authorisation given by
the General Meeting on 17 March 2021 to decide on the repurchase and/or
acceptance as pledge of own shares.

1. Authorising the Board of Directors to decide on the issuance of shares

The Board of Directors proposes that the Annual General Meeting would authorise
the Board of Directors to decide on the issuance of shares as follows.

The number of shares to be issued based on the authorisation shall not exceed
8,000,000 shares, which corresponds to approximately 0.6 per cent of all the
shares in the company.

The Board of Directors decides on all the conditions of the issuance of shares,
including to whom, at what price and in which manner the shares are issued. The
authorisation concerns both the issuance of new shares as well as the transfer
of treasury shares. The issuance may also be carried out in deviation from the
shareholders’ pre-emptive rights (directed issue), e.g. for using the shares to
develop the company's capital structure, to finance or carry out acquisitions,
investments or other business transactions, or in order to use the shares as
part of Finnair’s incentive and remuneration schemes.

The authorisation would be effective for a period of 18 months from the
resolution of the General Meeting and it would cancel the authorisation given by
the General Meeting on 17 March 2021 to decide on the issuance of shares.

18. Authorising the Board of Directors to decide on donations for public-benefit
purposes

The Board of Directors proposes that the Board of Directors be authorised to
decide on donations up to an aggregate maximum of EUR 250,000 for charitable or
corresponding purposes and that the Board be authorised to determine the
recipients, purposes and other terms and conditions of the donations. The
donations can be made in one or multiple instalments. The authorisation would be
effective until the next Annual General Meeting.

1. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals for the decisions on the matters on the agenda of the General
Meeting as well as this notice to the General Meeting, the remuneration report,
and the Finnair Plc’s annual report including the company’s financial
statements, the report of the Board of Directors and the auditor’s report, are
available on the company’s website at investors.finnair.com/en. The minutes of
the Meeting will be available on the above-mentioned website no later than 7
April 2022.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

In order to prevent the spread of the COVID-19 pandemic, the Meeting will be
organised so that the shareholders and their proxies are not allowed to be
present at the Meeting venue. Shareholders and their proxies cannot participate
in the Meeting through real-time telecommunications or technical means either.
The company’s shareholders and their proxies can participate in the Meeting and
use shareholder rights only by voting in advance and by making counterproposals
and asking questions in advance in accordance with the instructions presented
below.

1. Shareholder registered in the shareholders’ register

Each shareholder, who on the record date of the General Meeting, 14 March 2022,
is registered in the shareholders’ register of the company held by Euroclear
Finland Oy, has the right to participate in the General Meeting. A shareholder,
whose shares are registered on his/her personal Finnish book-entry account, is
registered in the shareholders’ register of the company. Shareholders cannot
participate in the Meeting by any other means than voting in advance in the
manner instructed below as well as by making counterproposals and asking
questions in advance.

1. Registration and voting in advance

Registration for the Meeting and advance voting will begin on 24 February 2022
at 12:00 p.m. (EET) following the deadline for submitting counterproposals. A
shareholder with a Finnish book-entry account, who wishes to participate in the
Annual General Meeting by voting in advance, must register for the Meeting and
vote in advance no later than by 17 March 2022 at 4.00 p.m. (EET) by which time
the registrations and votes need to be received.

In connection with the registration, a shareholder is required to provide the
requested information, such as his/her name, personal identification number,
address and telephone number as well as the name and personal identification
number of a possible proxy representative. The personal data given to Finnair
Plc and Euroclear Finland Oy will be used only in connection with the Annual
General Meeting and with the processing of related registrations.

Shareholders who have a Finnish book-entry account, may register and vote in
advance on certain matters on the agenda of the Annual General Meeting from 24
February 2022 at 12:00 p.m. (EET) until 4.00 p.m. (EET) on 17 March 2022 by the
following means:

a. through the company’s website at investors.finnair.com/en

The Finnish personal identity code or business ID and book-entry account number
of the shareholder is needed for voting in advance. When a shareholder who is
individual logs in to Euroclear Finland Oy’s service via the company’s website,
he or she is directed to strong electronic identification. For shareholders that
are legal persons, strong electronic identification is not required. However,
shareholders that are legal persons must notify their book-entry account number
and other required information. If the shareholders that are legal persons use
the electronic Suomi.fi e-authorization, registration requires a strong
electronic authentication of the authorized person, which works with bank IDs or
a mobile certificate.

b. by regular mail or email

A shareholder may send the advance voting form available on the company’s
website or corresponding information to Euroclear Finland Oy by regular mail to
Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by
email at yhtiokokous@euroclear.eu. If a shareholder participates in the Annual
General Meeting by sending votes in advance by regular mail or by email to
Euroclear Finland Oy, the delivery of the votes before the ending of the
registration period and the advance voting shall constitute registration for the
Annual General Meeting, if the above‑mentioned information required for the
registration is delivered at the same time.

Instructions relating to the advance voting may also be found on the company’s
website investors.finnair.com/en.

1. Proxy representatives and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights by way of proxy representation. Also the proxy representative of a
shareholder may only participate by voting in advance in the manner instructed
above.

A proxy representative shall provide a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder. Should a
shareholder participate in the General Meeting by means of several proxy
representatives representing the shareholder with shares in different book-entry
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration.

Proxy documents should be delivered by regular mail to Euroclear Finland Oy,
Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by email at
yhtiokokous@euroclear.eu before the last date for registration, by which time
the proxy documents must be received.

Shareholders that are legal persons can also use the electronic Suomi.fi
authorization service instead of a traditional proxy authorization document in
Euroclear Finland’s general meeting service. In this case, the shareholder that
is legal person authorizes an assignee nominated by it in the Suomi.fi service
at https://www.suomi.fi/e-authorizations using the authorization topic
“Representation at the General Meeting”. The assignee must identify himself or
herself with strong electronic authentication in Euroclear Finland's general
meeting service when registering, after which the electronic authorization is
automatically checked. The strong electronic authentication works with personal
banking IDs or a mobile certificate. More information on https://www.suomi.fi/e
-authorizations.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, Monday 14 March 2022, would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Oy. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders’ register held by Euroclear Finland Oy at the
latest by Monday 21 March 2022 by 10.00 a.m. (EET). As regards nominee
registered shares, this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay the
necessary instructions regarding the registration in the temporary shareholder’s
register of the company, the issuing of proxy documents and registration for the
General Meeting from his/her custodian bank. The account management organisation
of the custodian bank has to register a holder of nominee registered shares, who
wants to participate in the General Meeting, into the temporary shareholders’
register of the company at the latest by the time stated above. In addition, the
account management organisation of the custodian bank shall arrange advance
voting on behalf of the holder of nominee registered shares within the
registration period for nominee-registered shares.

1. Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the company
have a right to make a counterproposal on the agenda items, to be placed for a
vote. Such counterproposals are required to be sent to the company by email to
AGM@finnair.com no later than by 23 February 2022 at 4.00 p.m. (EET). In
connection with making a counterproposal, shareholders are required to provide
adequate evidence of shareholding. The counterproposal will be placed for a vote
subject to the shareholder having the right to participate in the Annual General
Meeting and that the shareholder holds at least one hundredth of all shares in
the company on the record date of the Annual General Meeting. Should the
counterproposal not be placed for a vote at the Meeting, advance votes in favor
of the proposal will not be taken into account. The company will on 24 February
2022 at the latest, publish on its website investors.finnair.com/en the
counterproposals, if any, that may be voted on.

A shareholder has the right to ask questions referred to in Chapter 5, Section
25 of the Finnish Limited Liability Companies Act with respect to the matters to
be considered at the Meeting. Such questions must be sent by email to
AGM@finnair.com no later than 10 March 2022 at 4.00 p.m. (EET). Such questions
from shareholders, the company’s management’s answers to them, and any
counterproposals that have not been placed for a vote are available on the
company’s website investors.finnair.com/en on 15 March 2022 at the latest. In
connection with asking questions and making counterproposals, shareholders are
required to provide adequate evidence of shareholding.

Information on the General Meeting required by the Finnish Limited Liability
Companies Act and the Securities Markets Act is available on the company’s
website investors.finnair.com/en.

A virtual shareholder event will be held online after the Annual General
Meeting. This event is not part of the Annual General Meeting. Further
information on the contents of the event and instructions on how to participate
in the event will be available on the company’s website at
 investors.finnair.com/en  no later than on the day of the Annual General
Meeting at 9.00 a.m. (EET).

On the date of this notice to the Annual General Meeting, 17 February 2022, the
total number of shares and votes in Finnair Plc is 1,407,401,265. On the date of
this notice, the company holds 1,421,133 treasury shares.

Changes in shareholding after the record date of the Annual General Meeting do
not affect the right to participate in the General Meeting or the number of
voting rights held in the General Meeting.

In Helsinki, 17 February 2022

FINNAIR PLC

BOARD OF DIRECTORS

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

Distribution:
NASDAQ OMX Helsinki
Principal media

Finnair is a network airline, specialising in connecting passenger and cargo
traffic between Asia and Europe via the short northern route. 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.