Finnair Oyj — Proxy Solicitation & Information Statement 2025

Feb 28, 2025

Notice to Annual General Meeting of Finnair Plc

Notice to Annual General Meeting of Finnair Plc

Finnair Plc                            Stock Exchange Release
      28 February 2025 at 9:00 a.m.

Notice is given to the shareholders of Finnair Plc (“Finnair” or the “Company”)
to the Annual General Meeting to be held on Thursday 27 March 2025 at 3:00 p.m.
(EET) at Clarion Hotel Helsinki Airport at Taivastie 3, 01530 Vantaa, Finland.
The reception of persons who have registered for the meeting and the
distribution of ballots will commence at 1:30 p.m. (EET) at the meeting venue.
Coffee will be served prior to the Annual General Meeting.

Shareholders can exercise their right to vote also by voting in advance.
Instructions for voting in advance are presented in this notice under section C.
“Instructions for the participants in the general meeting”.

Shareholders that are registered in the shareholders' register of the Company
held by Euroclear Finland Oy on the record date of the Annual General Meeting
will also be able to follow the Annual General Meeting via a live webcast.
Shareholders must register for the webcast in advance in accordance with the
instructions in section C. “Instructions for the participants in the general
meeting” of this notice. Further instructions on how to follow the webcast are
also available on the Company's website at investors.finnair.com/en. It is not
possible to present questions, make proposals, address the meeting or vote via
the webcast. Following the meeting via the webcast is not considered
participation in the Annual General Meeting or exercise of shareholder rights.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

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

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm the minutes and to supervise the counting of
   votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. 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 2024

Review of the Chief Executive Officer.

The annual accounts, the report of the Board of Directors and the auditor's
report will be available on the Company's website at investors.finnair.com/en no
later than 6 March 2025.

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

2. Resolution on the use of the profit shown on the balance sheet and on the
   distribution of dividend and on return of capital

The Board of Directors proposes to the Annual General Meeting that the profit
for the financial year be recorded in the Company's retained earnings/losses and
that no dividend be distributed. In addition, the Board of Directors proposes to
the Annual General Meeting that a return of capital of EUR 0.11 per share be
paid to the shareholders.

The return of capital would be paid in two instalments:

· The first instalment of 0.06 euros per share would be paid to a shareholder
who is registered in the shareholder register of the Company maintained by
Euroclear Finland Oy on the record date of the first instalment 31 March 2025.
The payment date proposed by the Board of Directors for the first instalment is
7 April 2025.
· The second instalment of 0.05 euros per share would be paid in November 2025
to a shareholder who is registered in the shareholder register of the Company
maintained by Euroclear Finland Oy on the record date of the second instalment,
which, together with the payment date of the second instalment, shall be decided
by the Board of Directors in its meeting scheduled for 28 October 2025.

1. Resolution on the discharge of the persons who have acted as members of the
   Board of Directors and CEO from liability for the financial year 1 January 2024

2. 31 December 2024

3. Handling of the remuneration report for governing bodies

The remuneration report will be available on the Company's website at
investors.finnair.com/en no later than 6 March 2025. The Annual General
Meeting's resolution on approval of the remuneration report is advisory.

1. Handling of the amended remuneration policy for governing bodies

The Board of Directors proposes that the Company's remuneration policy for
governing bodies, which was last addressed at the Annual General Meeting 17
March 2021, be addressed by the Annual General Meeting. The remuneration policy
has been amended so that the CEO's variable pay limit has been increased from
120 percent to 200 percent of the CEO's annual base pay. Additionally, the
remuneration policy outlines the principles for compensating the deputy CEO.

The amended remuneration policy will be available on the Company's website at
investors.finnair.com/en no later than 6 March 2025. The Annual General
Meeting's resolution on the remuneration policy 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 following remuneration be paid to the members of the Board of Directors for
the next term of office:

1. Annual fees of the Chair, Vice Chair and other members of the Board of
   Directors:

· Chair EUR 80,000 (2024: EUR 72,000) per year;
· Vice Chair EUR 48,000 (2024: EUR 39,000) per year; and
· Member EUR 40,000 (2024: EUR 35,000) per year.

1. Fixed fees for Committee work:

· Chairs of the Audit Committee and the People and Remuneration Committee are
paid EUR 6,000 (2024: EUR 6,000) per year, and the members of the Committees EUR
3,000 (2024: EUR 3,000) per year. Similar fixed fees are paid to the Chairs and
members of other permanent Committees possibly established by the Board of
Directors.

1. Meeting fees:

· A meeting fee of EUR 800 (2024: EUR 800) is paid to the members of the Board
of Directors participating in a Board or Committee meeting when the meeting
takes place in the member's country of residence, and EUR 3,200 (2024: EUR
3,200) for other meetings. For remote and telephone meetings, the meeting fee is
EUR 800 (2024: EUR 800).

· The members of the Board of Directors are entitled to reimbursement of
reasonable travel expenses in accordance with the Company's general expenses
policy.

· The members of the Board of Directors 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.

The fees set out in point 1. above are paid as a combination of shares and cash
so that approximately 40% of the fees are used for acquiring the Company's
shares for the members of the Board of Directors, and the rest is paid in cash.
The Company acquires the shares for the members of the Board of Directors at its
cost and pays the share transfer tax, as applicable. The shares are acquired for
the members of Board of Directors within two weeks from the publishing of the
Company's results for the first quarter of 2025. If the shares cannot be so
acquired for a member of the Board of Directors due to a reason attributable to
the Company or to the member of the Board of Directors, the shares are acquired
later. If it is impractical for administrative or other similar reasons to pay
the Board of Directors' annual fees in shares, the fees may be paid fully in
cash.

The fees set out in points 2. and 3. above are paid fully in cash.

The Shareholders' Nomination Board's remuneration proposal is part of its long
-term program for bringing the Board of Directors' remuneration to market level
by 2026.

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 the members of the Board of Directors be confirmed as eight (8).

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

The Shareholders' Nomination Board proposes to the Annual General Meeting that
of the current members of Finnair's Board of Directors Jukka Erlund, Hannele
Jakosuo-Jansson, Jussi Siitonen and Sanna Suvanto-Harsaae are re-elected, and
that Andreas Bierwirth, Nicolas Boutin, Lisa Farrar and Mika Ihamuotila are
elected as new members, all for the term of office ending at the end of the next
Annual General Meeting. Of the current members of the Board of Directors Tiina
Alahuhta-Kasko, Montie Brewer and Henrik Kjellberg have informed that they will
not be available for re-election.

The Shareholders' Nomination Board further proposes that Sanna Suvanto-Harsaae
be elected as the Chair of the Board of Directors and recommends to the Board of
Directors that it elects Mika Ihamuotila as its Vice Chair.

All candidates have given their consent to the position, and they are all
independent of the Company and its significant owners.

The biographical details of the members of the Board of Directors proposed for
election can be found on the Company's website at 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 to the Annual General Meeting that the auditor to be elected be paid
fees according to the auditor's reasonable invoice.

1. Election of the auditor

In accordance with the Audit Committee's recommendation, the Board of Directors
proposes to the Annual General Meeting 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 that Kirsi Jantunen, APA, would act 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 website at
investors.finnair.com/en.

1. Resolution on the remuneration of the sustainability reporting assurance
   provider

In accordance with the Audit Committee's recommendation, the Board of Directors
proposes to the Annual General Meeting that the sustainability reporting
assurance provider to be elected be paid fees according to the sustainability
reporting assurance provider's reasonable invoice.

1. Election of the sustainability reporting assurance provider

In accordance with the Audit Committee's recommendation, the Board of Directors
proposes to the Annual General Meeting that KPMG Oy Ab be elected as the
sustainability reporting assurance provider of the Company for the term of
office ending at the end of the next Annual General Meeting. KPMG Oy Ab has
notified that Kirsi Jantunen, Authorised Sustainability Auditor, would act as
the key sustainability partner.

The election of KPMG Oy Ab as the sustainability reporting assurance provider of
the Company is conditional on KPMG Oy Ab being elected as the Company's auditor.

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

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorised 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 7,300,000 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 based on the
authorisation in order to, inter alia, develop the capital structure of the
Company, to finance or carry out potential acquisitions, investments or other
business transactions, or in order to use the shares as part of the Company's
incentive and remuneration schemes.

The authorisation is effective for a period of 18 months from the resolution of
the Annual General Meeting and cancels the authorisation given by the Annual
General Meeting on 18 March 2024 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 to the Annual General Meeting that the Board of
Directors be authorised to decide on the issuance of shares as follows.

The number of shares to be issued based on the authorisation shall not exceed
1,200,000 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 and share issues made with or without payment. 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 potential acquisitions, investments or other
business transactions, or in order to use the shares as part of the Company's
incentive and remuneration schemes.

The authorisation is effective for a period of 18 months from the resolution of
the Annual General Meeting and cancels the authorisation given by the Annual
General Meeting on 18 March 2024 to decide on the issuance of shares.

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

The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorised to decide on donations up to an aggregate maximum of EUR
250,000 for public-benefit or corresponding purposes and that the Board of
Directors 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 is effective until the next Annual General
Meeting, and it does not limit the possibility under § 2 of the Company's
Articles of Association to additionally engage in, or support, activities that
are aimed at ensuring the acceptability, and thereby the long-term
profitability, of the Company's business by increasing the positive effects and
reducing the negative effects of its business on the environment and society.

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 Annual
General Meeting as well as this notice to the Annual General Meeting are
available on the Company's website at investors.finnair.com/en. The annual
accounts, the report of the Board of Directors, the auditor's report, the
remuneration report and the amended remuneration policy of Finnair will be
available on the above-mentioned website no later than 6 March 2025. The
proposals for decisions and other above-mentioned documents are also available
at the Annual General Meeting. The minutes of the meeting will be available on
the above-mentioned website as from 10 April 2025 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholder registered in the shareholders' register

Each shareholder, that on the record date of the Annual General Meeting, Monday
17 March 2025, is registered in the shareholders' register of the Company held
by Euroclear Finland Oy, has the right to participate in the Annual General
Meeting. Shareholders, whose shares are registered on their personal Finnish
book-entry accounts (including equity savings account), are registered in the
shareholders' register of the Company.

The registration period for the Annual General Meeting commences on 28 February
2025 at 10:00 a.m. (EET). A shareholder that is registered in the shareholders'
register of the Company and that wants to participate in the Annual General
Meeting, shall register for the meeting no later than by 20 March 2025 by 4:00
p.m. (EET), by which time the notice of participation must be received.

Such notice can be given in the following ways:

a. on Finnair's website at investors.finnair.com/en

Electronic registration requires strong electronic authentication of the
shareholder or the shareholder's proxy representative or legal representative
with a Finnish, Swedish or Danish bank ID or mobile certificate.

b. by regular mail or email

A notice of participation may be sent by regular mail addressed to Innovatics
Oy, Yhtiökokous/Finnair Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or
by email addressed to agm@innovatics.fi.

In connection with the registration, requested information must be provided,
such as the name, date of birth or business ID, address, telephone number and/or
email address of the shareholder, and the name and the date of birth as well as
telephone number and/or email address of a possible authorised proxy
representative, legal representative or assistant. The personal data given to
Finnair or Innovatics Oy is used only in connection with the Annual General
Meeting and with the processing of related registrations. Shareholders
registering for the Annual General Meeting by regular mail or email are
recommended to use the registration and advance voting form available on the
Company's website at investors.finnair.com/en for the registration and possible
advance voting (information regarding advance voting is only required if the
shareholder intends to vote in advance).

A shareholder, their possible authorised proxy representative or legal
representative must be able to prove their identity and/or right of
representation at the Annual General Meeting upon request.

Further information on registration and advance voting is available by telephone
during the registration period for the Annual General Meeting by calling
Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and
from 1:00 p.m. to 4:00 p.m. (EET).

1. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the Annual
General Meeting by virtue of such shares, based on which they on the record date
of the Annual General Meeting, Monday 17 March 2025, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Oy. The right to participate in the Annual General Meeting requires, in
addition, that the shareholder has been temporarily registered in the
shareholders' register of the Company held by Euroclear Finland Oy at the latest
on Monday 24 March 2025 by 10:00 a.m. (EET) on the basis of such shares. As
regards nominee-registered shares, this constitutes valid registration for the
Annual General Meeting.

Holders of nominee-registered shares are advised to request without delay the
necessary instructions regarding the temporary registration in the shareholders'
register, the issuing of proxy authorisation documents and voting instructions
and registration for the Annual General Meeting from their custodian. The
account manager of the custodian has to temporarily register a holder of nominee
-registered shares, that wants to participate in the Annual General Meeting,
into the shareholders' register of the Company at the latest by the time stated
above, and, if necessary, take care of advance voting on behalf of a holder of
nominee-registered shares prior to the end of the registration period concerning
holders of nominee-registered shares, i.e. by Monday 24 March 2025 by 10:00 a.m.
(EET) at the latest. For the sake of clarity, it is noted that holders of
nominee-registered shares cannot register directly for the Annual General
Meeting on the Company's website, but they must be registered by their
custodians instead.

Further information on the matter is also available on the Company's website at
investors.finnair.com/en.

1. Proxy representatives and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their
rights at the meeting by way of proxy representation. A shareholder's proxy
representative may also vote in advance as described in this notice. If proxy
representatives register electronically, such proxy representatives must
personally identify themselves through strong electronic authentication in the
electronic registration service, after which they can register on behalf of the
shareholder they represent. The same applies to voting in advance
electronically.

Proxy representatives of shareholders shall produce a dated proxy authorisation
document or otherwise in a reliable manner demonstrate their right to represent
a shareholder at the Annual General Meeting.

When a shareholder participates in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares in
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting.

A template for proxy authorisation document is available on the Company's
website at investors.finnair.com/en. Possible proxy authorisation documents are
requested to be delivered primarily as attachments in connection with the
electronic registration or alternatively by email to agm@innovatics.fi or as
originals by regular mail to Innovatics Oy, Yhtiökokous/Finnair Oyj,
Ratamestarinkatu 13 A, 00520 Helsinki, Finland before the end of the
registration period. In addition to the delivery of proxy authorisation
documents, shareholders or their proxy representatives shall register for the
Annual General Meeting and, if necessary, vote in advance as described in this
notice.

Shareholders may also, as an alternative to traditional proxy authorisation
documents, use the electronic Suomi.fi authorisation service for authorising
their proxy representatives. The representative is mandated in the Suomi.fi
service at www.suomi.fi/e-authorizations (using the authorisation topic
“Representation at the General Meeting”). In the general meeting service,
authorised representatives shall identify themselves through strong electronic
authentication, after which the electronic mandate is automatically verified.
The strong electronic authentication takes place with personal online banking
credentials or a mobile certificate. For more information, see www.suomi.fi/e
-authorizations.

1. Voting in advance

Shareholders, whose shares are registered on their Finnish book-entry accounts
(including equity savings account) may vote in advance on certain items on the
agenda of the Annual General Meeting during the period between 28 February 2025
at 10:00 a.m. (EET) - 20 March 2025 at 4:00 p.m. (EET).

Advance voting can be done as follows:

a. on Finnair's website at investors.finnair.com/en

Electronic advance voting requires strong electronic authentication of the
shareholder or the shareholder's proxy representative or legal representative
with a Finnish, Swedish or Danish bank ID or mobile certificate.

b. by regular mail or email

A shareholder may submit the registration and advance voting form available on
the Company's website or corresponding information to Innovatics Oy,
Yhtiökokous/Finnair Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by
email addressed to agm@innovatics.fi.

If a shareholder participates in the Annual General Meeting by submitting votes
in advance to Innovatics Oy before the deadline for registration and advance
voting, the submission of votes constitutes due registration for the Annual
General Meeting provided that it contains the information required for
registration, as mentioned above in section C.1.

Shareholders that have voted in advance that wish to exercise their other
shareholder's rights under the Finnish Companies Act, such as the right to
present questions, make proposals for resolutions, demand a vote or to vote on
other possible proposals at the Annual General Meeting, must participate in the
Annual General Meeting at the meeting venue in person or by way of proxy
representation.

For holders of nominee-registered shares, advance voting is carried out via the
account manager. The account manager may cast advance votes on behalf of the
holders of nominee-registered shares that they represent in accordance with the
voting instructions provided by the holders of nominee-registered shares during
the registration period for the nominee-registered shares.

A proposal subject to advance voting is considered to have been presented
without amendments at the Annual General Meeting. Conditions related to the
electronic advance voting and other related instructions are available on the
Company's website at investors.finnair.com/en.

1. Other information

The meeting language of the Annual General Meeting will be Finnish. There will
be simultaneous interpretation into English at the meeting.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
that is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting.

The information concerning the Annual General Meeting required under the Finnish
Companies Act and the Finnish Securities Markets Act is available on the
Company's website at investors.finnair.com/en.

Changes in shareholding occurring after the record date of the Annual General
Meeting will not affect the right to participate in the Annual General Meeting
or the number of votes of such shareholder at the meeting.

Shareholders have the possibility to follow the Annual General Meeting also via
a webcast. Following the meeting via the webcast requires registration for the
Annual General Meeting in accordance with section C.1 of this notice, either
through the electronic registration service, regular mail or email. The video
connection link and password to follow the meeting via the live webcast will be
sent by email and/or text message to the email address and/or mobile phone
number provided in connection with the registration on the day before the Annual
General Meeting.

Following the Annual General Meeting via the live webcast will be possible only
to shareholders that are registered in the shareholders' register of the Company
held by Euroclear Finland Oy on the record date of the Annual General Meeting
and that have registered for the meeting or for following the meeting via the
webcast within the registration period. A shareholder following the Annual
General Meeting via the webcast is not considered to have participated in the
meeting. Only shareholders that have voted in advance or that participate in the
meeting at the meeting venue in person or by way of proxy representation are
considered as participants in the meeting.

On the date of this notice to the Annual General Meeting, 28 February 2025, the
total number of shares and votes in Finnair is 204,811,392. The Company or its
subsidiaries hold 256,284 of the Company's own shares, which do not carry voting
rights at the Annual General Meeting.

Clarion Hotel Helsinki Airport (Taivastie 3, 01530 Vantaa) is located opposite
the Helsinki-Vantaa Airport terminal. There is a passage on the first floor of
the arrival hall connecting the terminal and the hotel. Participants can use the
airport parking halls for an additional fee, with P1 and P2 parking garages
being the closest to the meeting venue.

In Helsinki, 28 February 2025

FINNAIR PLC

BOARD OF DIRECTORS

Further information:
Finnair communications, +358 9 818 4020, comms(a)finnair.com

Distribution:
NASDAQ OMX Helsinki
Principal media

Finnair is a network airline, specialising in connecting passenger and cargo
traffic between Asia, the Middle East, North America and Europe. Finnair is the
only airline with year-round direct flights to Lapland. Customers have chosen
Finnair as the Best Airline in Northern Europe in the Skytrax Awards for 14
times in a row. Finnair is a member of the oneworld alliance. Finnair Plc's
shares are quoted on Nasdaq Helsinki.