Finnair

Finnair Plc               Stock Exchange Release              20 March 2024 at 10:00p.m. EET

Finnair Plc ("Finnair" or "Company") has today, 20 March 2024, on the previously announced reverse split date executed a reverse split, i.e. the reduction of the number of shares in the Company, and a related directed share issue without consideration, redemption of shares and cancellation of shares. After these measures, the new number of shares in the Company is 204,811,392. The new number of shares has been registered with the Trade Register maintained by the Finnish Patent and Registration Office today, 20 March 2024, and trading with the new total number of shares in the Company commences on Thursday 21 March 2024 with a new ISIN code FI4000567029. Finnair's trading code FIA1S will remain the same after the reverse split.

Finnair's Annual General Meeting resolved on 18 March 2024 on the reverse split and on a related redemption of shares so that after carrying out the reverse split, every 100 shares in the Company corresponds to one (1) share in the Company. Concurrently with the execution of the reverse split, the Board of Directors of the Company has today resolved on implementing the directed share issue without consideration resolved by the Annual General Meeting in which the Company has issued without consideration a total of 4,714,922 treasury shares held by the Company in such manner that the number of shares in each book-entry account holding Finnair's shares has been made divisible by 100. The aggregate market value of the shares issued without consideration is EUR 140,976.17, based on the closing price of 20 March 2024.

After the directed share issue, the Company has redeemed without compensation 99 shares for each 100 shares in the Company, in accordance with the resolution of the Annual General Meeting. The Company's shares redeemed in connection with the reverse split have been cancelled immediately. After the reverse split, Finnair holds 354,315 treasury shares.

The aim of the reverse split is to facilitate trading conditions of the shares by increasing the value of a single share as well as to improve the price formation of the shares. The procedure has been explained in more detail in Finnair's stock exchange release on the resolutions of the Company's Annual General Meeting, issued on 18 March 2024.

Finnair Plc           Stock Exchange Release          18 March 2024 at 5:40 p.m. EET

In its constitutive meeting, held after the Annual General Meeting, the Board of Directors elected Montie Brewer as the Vice Chair of the Board. The Board also appointed members to its Audit Committee and People and Remuneration Committee.

Jukka Erlund was elected as the Chair of the Audit Committee and Montie Brewer, Henrik Kjellberg, Jussi Siitonen and Sanna Suvanto-Harsaae as other members of the Audit Committee.

Hannele Jakosuo-Jansson was elected as the Chair of the People and Remuneration Committee and Tiina Alahuhta-Kasko, Simon Large and Sanna Suvanto-Harsaae as other members of the People and Remuneration Committee.

The Board assessed the independence of its members and concluded that all members are independent of the company and its significant owners.

Finnair Plc               Stock Exchange Release              18 March 2024 at 5:20 p.m. EET

The Annual General Meeting (AGM) of Finnair Plc was held on 18 March 2024 in Helsinki. 266 shareholders representing 13,041,146,965 shares and votes were represented at the meeting. The AGM approved the company's annual accounts including the consolidated annual accounts for the financial year 2023, discharged the members of the Board of Directors and CEO of the company from liability and decided to approve the remuneration report for governing bodies. In addition, the AGM adopted, in accordance with the proposals of the Board of Directors and the Shareholders' Nomination Board, the following resolutions:

Use of the profit shown on the balance sheet and the distribution of dividend

In accordance with the proposal of the Board of Directors, the AGM decided that the profit for the financial year, EUR 231,458,763.52, be recorded in the company's retained earnings/losses and that no dividend is distributed.

Remuneration of the Board of Directors

In accordance with the proposal of the Shareholders' Nomination Board, the AGM decided on the remuneration of the Board of Directors as follows.

• Chair EUR 72,000;
• Vice Chair EUR 39,000; and
• Member EUR 35,000 per year.

The annual fees will be paid as a combination of shares and money so that approximately 40 per cent 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 money.

• Chairs of the Audit Committee and the People and Remuneration Committee will be paid EUR 6,000 per year and the members of the Committees EUR 3,000 per year. Similar fixed fees will be paid to the Chairs and members of other permanent Committees possibly established by the Board of Directors.

• A meeting fee of EUR 800 will be 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 for other meetings. For remote and telephone meetings, the meeting fee is 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 committee and meeting fees will be paid fully in money.

Composition of the Board of Directors

In accordance with the proposal of the Shareholders' Nomination Board, the AGM decided that the Board of Directors be composed of eight (8) members. Tiina Alahuhta-Kasko, Montie Brewer, Jukka Erlund, Hannele Jakosuo-Jansson, Henrik Kjellberg, Simon Large and Sanna Suvanto-Harsaae were re-elected to the Board of Directors, and Jussi Siitonen was elected as a new member to the Board of Directors. The term of office of the Board of Directors expires at the end of the next Annual General Meeting. Sanna Suvanto-Harsaae was elected as the Chair of the Board.

Election of the auditor and the sustainability reporting assurance provider and their remuneration

In accordance with the Audit Committee's recommendation, the AGM decided 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. Kirsi Jantunen, APA, ASA, will act as principal auditor.

In accordance with the Audit Committee's recommendation, KPMG Oy Ab was also 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. Kirsi Jantunen, APA, ASA, will act as the key sustainability partner.

The remunerations for the auditor and the sustainability reporting assurance provider are paid according to their reasonable invoices.

Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares

The AGM authorised 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 based on the authorisation shall not exceed 730,000,000 shares, or 7,300,000 shares after the reverse split, 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 AGM, and it cancels the authorisation given by the Annual General Meeting on 23 March 2023 to decide on the repurchase and/or acceptance as pledge of own shares.

Due to the resolution by the Annual General Meeting on the reverse split, the number of own shares to be repurchased and/or accepted as pledge based on the authorisation shall not exceed 7,300,000 shares after the reverse split.

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

The AGM authorised 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 120,000,000 shares, or 1,200,000 shares after the reverse split, 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 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 AGM and cancels the authorisation given by the Extraordinary General Meeting on 27 October 2023 to decide on issuance of shares.

Due the resolution by the Annual General Meeting on the reverse split, the number of shares to be issued based on the authorisation shall not exceed 1,200,000 shares after the reverse split. 

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

The AGM authorised the Board of Directors to decide on donations up to an aggregate maximum of EUR 250,000 for public-benefit or corresponding purposes and on 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.

Reverse split and a related directed share issue and redemption of shares

The AGM decided on a reverse split, i.e. the reduction of the number of shares in the company and on a related directed share issue and redemption of shares. The reverse split will be executed in the book-entry system after the close of trading on 20 March 2024 (the "Reverse Split Date").

The arrangement will be implemented by issuing treasury shares without consideration and redeeming shares in the company without consideration so that after carrying out the reverse split, every current 100 shares of the company would correspond to one (1) share of the company.

The aim of the reverse split is to facilitate trading conditions of the shares by increasing the value of a single share as well as to improve the price formation of the shares. The redemption of shares required in connection with the reverse split would not be possible to be carried out at a sufficiently high redemption ratio without a simultaneous share issue without consideration. The Board of Directors considers that the reverse split is in the best interest of the company and all its shareholders and that there thus is an especially weighty financial reason for the reverse split and the related share issue and share redemption considering the interest of the company and all its shareholders. The arrangement shall not affect the equity of the company.

In order to avoid the creation of fractional shares, the company will issue treasury shares without consideration as part of the reverse split by way of directed share issue in such manner that the number of shares in each book-entry account holding Finnair's shares is made divisible by 100 on the Reverse Split Date. The maximum number of treasury shares to be issued by the company is 15,000,000 shares. The Board of Directors is authorised to resolve on all other matters related to the issuance of shares without consideration.

Concurrently with the above issuance of the company's shares the company will on the Reverse Split Date redeem without consideration from each shareholder's book-entry account a number of shares determined by multiplying the number of shares in each book-entry account by a factor of 99/100 (the "Redemption Ratio"). For each 100 existing shares of the company 99 shares will thus be redeemed. The Board of Directors of the company has the right to resolve on all other matters with respect to the redemption of shares. The shares redeemed in connection with the reverse split will be cancelled immediately in connection with the redemption, and they do not increase the number of treasury shares held by the company. In connection with the reverse split, treasury shares will also be cancelled in such manner that the number of treasury shares and the total number of shares in the company becomes divisible by 100 and the number of treasury shares will be reduced in connection with the reverse split in proportion to the Redemption Ratio.

The cancellation of shares and the new total number of shares in the company is intended to be registered with the Finnish Trade Register on or about by 21 March 2024. Trading with the new total number of shares in the company is estimated to commence on Nasdaq Helsinki under a new ISIN code (FI4000567029) on or about 21 March 2024.

The implementation of the reverse split is conditional upon that the number of company shares held in each book-entry account can be made divisible by 100 on the Reverse Split Date within the maximum number of treasury shares resolved to be issued in connection with the arrangement described above.

The arrangement, when carried out, will not require the shareholders to take any action. If necessary, the trading with the company's shares on Nasdaq Helsinki may be temporarily suspended in order to perform necessary technical measures in connection with the reverse split.

Minutes of the Meeting

The minutes of the AGM will be available on the company's website investors.finnair.com/en as from 1 April 2024 at the latest.

In Helsinki, 18 March 2024

FINNAIR PLC

BOARD OF DIRECTORS

Finnair Plc                Investor News              7 March 2024 at 9:00 a.m. EET

A two-day political strike at the beginning of February had a negative impact on passenger traffic numbers, cargo figures improved year-on-year

In February, Finnair carried 804,700 passengers. This was 2.3% less than in February 2023, even though there was one day more in February 2024 due to the leap year. The decrease was mainly caused by a political strike during the first two days of the month which forced Finnair to cancel c. 550 flights.

The overall capacity, measured in Available Seat Kilometres (ASK), increased in February by 3.4% year-on-year despite the political strike. If wet lease outs are included, capacity increased by 3.6%. Finnair's traffic, measured in Revenue Passenger Kilometres (RPKs), decreased by 0.8%. The Passenger Load Factor (PLF) declined by 3.1% points to 72.1%. The distance-based reported traffic figures do not take into account longer routings caused by the airspace closure as they are based on Great-Circle distance in accordance with the industry practice.

The ASK increase in Asian traffic was 10.6% year-on-year explained e.g. by the additional capacity to Japan and South Korea. The North Atlantic capacity decreased by 10.9%. In European traffic, the ASKs were up by 3.7%. The Middle Eastern capacity declined by 6.3% mainly due to cancelled flights to Israel. The ASKs in domestic traffic increased by 0.9%.

RPKs increased in Asian traffic by 2.3% year-on-year but decreased in North Atlantic traffic by 9.5%. They decreased by 0.9% in European traffic, by 4.6% in Middle Eastern traffic and by 0.4% in domestic traffic.

In February, the PLF was 70.4% in Asian traffic, 60.4% in North Atlantic traffic, 75.5% in European traffic, 79.5% in Middle Eastern traffic and 72.1% in domestic traffic.

Passenger numbers stayed flat in Asian traffic year-on-year but decreased in North Atlantic traffic by 9.1%. They declined by 1.2% in European traffic, by 6.7% in Middle Eastern traffic and by 4.3% in domestic traffic.

The total cargo tonnes increased by 10.3% year-on-year in February due to increased Asian and European capacity. Revenue cargo tonne kilometres increased by 9.8%.

In February, 75.3% of all Finnair flights arrived on schedule (79.7%).

Traffic statistics for March 2024 will be published on Friday 5 April 2024.

Finnair Traffic
Performance February 2024
Month % Change YTD % Change
Total traffic
Passengers 1,000  804.7 - 2.3 1,624.5 - 0.9
Available seat kilometres 2,761.3  3.4 5,816.9  4.6
mill
Revenue passenger 1,991.7 - 0.8 4,106.4  0.3
kilometres mill
Passenger load factor %  72.1 - 3.1p  70.6 - 3.0p
Cargo tonnes total 10,901.5  10.3 22,016.2  13.9
Available tonne  410.0  8.0  862.3  8.8
kilometres mill
Revenue tonne kilometres  244.9  1.9  502.1  3.4
mill
Available seat kilometres 2,958.7 3.6 6,225.1 3.8
incl. wet lease out mill

Asia
Passengers 1,000  100.9  0.0  210.0  0.3
Available seat kilometres 1,096.7  10.6 2,315.4  11.9
mill
Revenue passenger  772.0  2.3 1,606.7  2.6
kilometres mill
Passenger load factor %  70.4 - 5.7p  69.4 - 6.3p

Europe
Passengers 1,000  452.0 - 1.2  914.8  1.1
Available seat kilometres  972.1  3.7 2,055.4  4.9
mill
Revenue passenger  734.1 - 0.9 1,480.8  0.6
kilometres mill
Passenger load factor %  75.5 - 3.5p  72.0 - 3.0p

North Atlantic
Passengers 1,000  21.0 - 9.1  47.3 - 6.3
Available seat kilometres  270.6 - 10.9  574.8 - 8.3
mill
Revenue passenger  163.5 - 9.5  368.3 - 6.3
kilometres mill
Passenger load factor %  60.4  0.9p  64.1  1.3p

Middle East
Passengers 1,000  42.6 - 6.7  89.1 - 4.6
Available seat kilometres  243.4 - 6.3  508.9 - 6.8
mill
Revenue passenger  193.5 - 4.6  404.4 - 2.7
kilometres mill
Passenger load factor %  79.5  1.4p  79.5  3.4p

Domestic
Passengers 1,000  188.0 - 4.3  363.3 - 4.7
Available seat kilometres  178.4  0.9  362.3  0.7
mill
Revenue passenger  128.6 - 0.4  246.1 - 1.4
kilometres mill
Passenger load factor %  72.1 - 1.0p  67.9 - 1.4p

Cargo traffic
- Europe tonnes 1,823.0  36.8 3,705.9  42.0
- North Atlantic tonnes  992.4 - 18.6 2,025.1 - 20.0
- Middle East tonnes 1,831.0 - 7.1 3,743.9 - 1.1
- Asia tonnes 6,187.0  16.1 12,426.7  20.4
- Domestic tonnes  19.5 - 39.0  43.1 - 31.9
- Cargo flights tonnes*  48.8  100.0  71.5  162.7
Cargo traffic tonnes 10,901.5  10.3 22,016.2  13.9
total
Revenue cargo tonne  66.9  9.8  135.0  13.0
kilometres mill

• Change %: Change compared to the figures of the respective periods in the previous year (p = points, N/A = not available).
• Available seat kilometres. ASK: Total number of seats available multiplied by kilometres flown.
• Revenue passenger kilometres. RPK: Number of revenue passengers carried multiplied by kilometres flown.
• Passenger load factor: Share of revenue passenger kilometres of available seat kilometres.
• Available tonne kilometres. ATK: Number of tonnes of capacity for carriage of passengers, cargo and mail multiplied by kilometres flown.
• Revenue tonne kilometres. RTK: Total revenue load consisting of passengers, cargo and mail multiplied by kilometres flown.

Finnair Plc, Managers' Transactions, 05 March 2024 at 3:00 pm EET
____________________________________________
Person subject to the notification requirement
Name: Rovelli, Christine
Position: Other senior manager
Issuer: Finnair Plc
LEI: 213800SB6EOB8SSK9W63

Notification type: INITIAL NOTIFICATION
Reference number: 213800SB6EOB8SSK9W63_20240305101254_175
____________________________________________
Transaction date: 2024-03-04
Venue not applicable
Instrument type: SHARE
ISIN: FI0009003230
Nature of the transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details
(1): Volume: 13172 Unit price: 0.00 EUR

Aggregated transactions
(1): Volume: 13172 Volume weighted average price: 0.00 EUR

Finnair Plc Stock Exchange Release 4 March 2024 at 15:00 p.m. EET

Finnair Plc has today, based on the resolution made by the Board of Directors of the company, transferred without consideration 9,419,258 own shares held by the company to participants of the Employee Share Savings Plan Fly Share for payment of matching shares in accordance with the plan terms. The shares will be transferred as a reward from the Savings Period 2021-2022. The transfer of own shares is based on the authorisation granted by the Extraordinary General Meeting held on 27 October 2023.  

After the transfer of shares, Finnair holds 40,146,392 own shares as treasury shares. 

Finnair Plc           Annual financial report           19 February 2024 at 5.00 p.m. EET

Finnair Plc's Report of the Board of Directors and Financial Statements 2023 were published today on 19 February 2024. The Report of the Board of Directors includes non-financial reporting. 

Finnair publishes separately a Financial Information 2023 report, inclusive of Finnair Plc's Report of the Board of Directors and Financial Statements, also in accordance with the European Single Electronic Format (ESEF) reporting requirements. The format of the report is Extensible Hypertext Markup Language (XHTML). In line with the ESEF requirements, the primary financial statements, the notes to the consolidated financial statements and the company identification data included in the ESEF financial statements data have been marked up with iXBRL tags. The audit firm KPMG Oy Ab has provided an independent auditor's reasonable assurance report on Finnair's ESEF Financial Statements in Finnish in accordance with ISAE 3000. 

Today, Finnair has also published a Corporate Governance Statement and a Remuneration Report for 2023.

All of the above statements are attached to this release as separate PDF files and are also available on Finnair's website at https://investors.finnair.com/en/reports-and-presentations.

In addition, Finnair's Annual Report 2023 was published today on Finnair's website. The Annual Report includes all of the publications listed above (exclusive of the ESEF reporting) and sustainability disclosures prepared with reference to the GRI (Global Reporting Initiative) Standards.

Performance-based incentive plan for management and experts

The Board of Directors of Finnair has, as part of the existing long-term incentive scheme structure, approved a new individual performance share plan period covering the years 2024-2026. Within the plan, the participants have the opportunity to earn Finnair shares as a long-term incentive reward, if the performance targets set by the Board of Directors for the plan are achieved. The participants include the Finnair Executive Board as well as other management and experts. The purpose of the plan is to incentivise the participants to work for increased shareholder value in the long-term, and to increase retention.

The annually commencing performance share plans have three-year performance periods. The potential share rewards will be delivered to the participants in one tranche after the performance period and they are at the participants' free disposal after delivery. The potential share rewards will be delivered to the participants in the spring 2027.

The members of Finnair's Executive Board are expected to retain at least fifty per cent of the net shares received based on the arrangement until their share ownership in Finnair corresponds to at least their annual gross base salary.

The maximum combined value of all variable compensation paid to an individual participant in any given year may not exceed hundred and twenty per cent of the participant's annual gross base salary.

The performance criteria applied to the plan 2024-2026 are earnings per share, free cash flow and CO2 emissions/revenue ton kilometre (CO2/RTK)  (fuel efficiency).

If the targets set for the plan for years 2024-2026 are fully achieved, the maximum number of shares to be delivered based on this plan is approximately 118,000,000 shares. This number of shares represents a gross earning, from which the payroll tax is deducted, and the remaining net value is delivered to the participants in shares.

The number of employees eligible to participate in the plan 2024-2026 is approximately 75 persons.

Finnair Plc               Notice to General Meeting             19 February 2024 at 5.00 p.m. EET

Notice is given to the shareholders of Finnair Plc ("Finnair" or the "Company") to the Annual General Meeting to be held on Monday 18 March 2024 at 3:00 p.m. (EET) at Helsinki Expo and Convention Centre at Messuaukio 1, 00520 Helsinki, Finland. The doors will open and the reception of persons who have registered for the meeting and the distribution of ballots will commence at 2:00 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 at 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 2023

Review of the Chief Executive Officer.

The annual accounts, the report of the Board of Directors and the auditor's report are available on the Company's website at investors.finnair.com/en. 

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

8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend

The Board of Directors proposes to the Annual General Meeting that the profit for the financial year EUR 231,458,763.52 be recorded in the Company's retained earnings/losses and that no dividend be distributed.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year 1 January 2023 - 31 December 2023

10. Handling of the remuneration report for governing bodies

The remuneration report is available on the Company's website at investors.finnair.com/en. The Annual General Meeting's resolution on approval of the remuneration report is advisory. 

11. 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 remunerations be paid to the members of the Board of Directors for the next term of office:

• Chair EUR 72,000 (2023: 63,000);
• Vice Chair EUR 39,000 (2023: 32,700); and
• Member EUR 35,000 (2023: 30,300) per year.

• Chairs of the Audit Committee and the People and Remuneration Committee would be paid EUR 6,000 (2023: 2,400) per year and the members of the Committees EUR 3,000 (2023: 0) per year. Similar fixed fees would be paid to the Chairs and members of other permanent Committees possibly established by the Board of Directors.

• A meeting fee of EUR 800 (2023: 600) would be 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 (2023: 2,400) for other meetings. For remote and telephone meetings, the meeting fee would be EUR 800 (2023: 600).

• The members of the Board of Directors would be 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 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.

The fees set out in point 1. above would be paid as a combination of shares and money so that approximately 40% of the fees would be used for acquiring the Company's shares for the members of the Board of Directors, and the rest would be paid in money. The Company would acquire the shares for the members of the Board of Directors at its cost, and it would also pay the share transfer tax, as applicable. The shares would be acquired for the members of Board of Directors within two weeks from the publishing of the Company's results of the first quarter of 2024. If the shares could not 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 would be acquired later. If it would be impractical for administrative or other similar reasons to pay the Board of Directors' annual fees in shares, the fees could be paid fully in money.

The fees set out in points 2. and 3. above would be paid fully in money.

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.

12. 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).

13. 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 the Board of Directors Tiina Alahuhta-Kasko, Montie Brewer, Jukka Erlund, Hannele Jakosuo-Jansson, Henrik Kjellberg, Simon Large and Sanna Suvanto-Harsaae be re-elected as members of the Board of Directors and that Jussi Siitonen be elected as a new member of the Board of Directors. Minna Pajumaa has informed the Shareholders' Nomination Board that she 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.

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 at the Company's website at investors.finnair.com/en.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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 730,000,000 shares, which corresponds to approximately 3.6 per cent of all the shares in the Company. If the Annual General Meeting decides on the reverse split in accordance with agenda item 21 of this notice, the number of own shares to be repurchased and/or accepted as pledge under the authorisation shall not, however, exceed 7,300,000 shares, which corresponds to approximately 3.6 per cent of all the shares in the Company after the reverse split. 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 23 March 2023 to decide on the repurchase and/or acceptance as pledge of own shares.

19. 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 120,000,000 shares, which corresponds to approximately 0.6 per cent of all the shares in the Company. If the Annual General Meeting decides on the reverse split in accordance with agenda item 21 of this notice, the number of shares to be issued under the authorisation shall not, however, exceed 1,200,000 shares, which corresponds to approximately 0.6 per cent of all the shares in the Company after the reverse split.

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 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 Extraordinary General Meeting on 27 October 2023 to decide on the issuance of shares.

20. 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.

21. Reverse split and a related directed share issue and redemption of shares

The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting decides on a reverse split i.e. the reduction of the number of shares in the Company. The arrangement is proposed to be implemented by issuing treasury shares without consideration and redeeming shares in the Company without consideration so that after carrying out the arrangements under this proposal, every current 100 shares of the Company would correspond to one (1) share of the Company. The current total number of shares in the Company is 20,481,139,267.

The aim of the reverse split is to facilitate trading conditions of the shares by increasing the value of a single share as well as to improve the price formation of the shares. The redemption of shares required in connection with the reverse split would not be possible to be carried out at a sufficiently high redemption ratio without a simultaneous share issue without consideration. The Board of Directors considers that the reverse split is in the best interest of the Company and all its shareholders and that there thus is an especially weighty financial reason for the reverse split and the related share issue and share redemption considering the interest of the Company and all its shareholders. The arrangement shall not affect the equity of the Company.

In order to avoid the creation of fractional shares, the Board of Directors proposes that the Company issues treasury shares without consideration as part of the reverse split by way of directed share issue in such manner that the number of shares in each book-entry account holding Finnair's shares is made divisible by 100 on the Reverse Split Date defined below. The maximum theoretical number of treasury shares to be issued is the amount resulting from multiplying the total amount of such book-entry accounts on the Reverse Split Date by 99. Based on an assessment made at the time of this notice to the Annual General Meeting, it is estimated that approximately 5,000,000 treasury shares would need to be issued in the directed share issue. However, in order to ensure the feasibility of the reverse split arrangement, the maximum number of treasury shares to be issued by the Company is proposed to be 15,000,000 shares. The Board of Directors is authorised to resolve on all other matters related to the issuance of shares without consideration.

Concurrently with the above issuance of the Company's shares the Company will on the Reverse Split Date redeem without consideration from each shareholder's book-entry account a number of shares determined by multiplying the number of shares in each book-entry account by a factor of 99/100 (the "Redemption Ratio"). For each 100 existing shares of the Company 99 shares will thus be redeemed. Based on the situation on the date of the notice to the Annual General Meeting, the number of shares to be redeemed would be approximately 20.28 billion shares. The Board of Directors of the Company has the right to resolve on all other matters with respect to the redemption of shares. The shares redeemed in connection with the reverse split will be cancelled immediately in connection with the redemption, and they do not increase the number of treasury shares held by the Company. In connection with the reverse split, treasury shares will also be cancelled in such manner that the number of treasury shares and the total number of shares in the Company becomes divisible by 100 and the number of treasury shares will be reduced in connection with the reverse split in proportion to the Redemption Ratio.

According to the proposal, the reverse split will be executed in the book-entry system after the close of trading on 20 March 2024 (the "Reverse Split Date"). The cancellation of shares and the new total number of shares in the Company is intended to be registered with the Finnish Trade Register on or about by 21 March 2024. Trading with the new total number of shares in the Company is estimated to commence on Nasdaq Helsinki under a new ISIN code on or about 21 March 2024.

The proposals under this agenda item 21 form a whole which requires the approval of both the directed share issue and the redemption of shares related thereto by a single resolution. The implementation of the proposed reverse split is conditional upon that the number of Company shares held in each book-entry account can be made divisible by 100 on the Reverse Split Date within the maximum number of treasury shares resolved to be issued in connection with the arrangement described above.

The arrangement, if carried out, will not require the shareholders to take any action. If necessary, the trading with the Company's shares on Nasdaq Helsinki will be temporarily suspended in order to perform necessary technical measures in connection with the reverse split.

22. 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 and the remuneration report of Finnair are also available on the above-mentioned website. 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 1 April 2024 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, Wednesday 6 March 2024, 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 20 February 2024 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 11 March 2024 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, FI-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 email address of the shareholder, and the name and the date of birth 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.

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).

2. 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, Wednesday 6 March 2024, 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 Wednesday 13 March 2024 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 Wednesday 13 March 2024 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.

3. 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.fior as originals by regular mail to Innovatics Oy, Yhtiökokous/Finnair Oyj, Ratamestarinkatu 13 A, FI-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 that are legal entities 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.

4. 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 20 February 2024 at 10:00 a.m. (EET) - 11 March 2024 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, FI-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.

5. 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, 19 February 2024, the total number of shares and votes in Finnair is 20,481,139,267. The Company or its subsidiaries hold 49,565,650 of the Company's own shares, which do not carry voting rights at the Annual General Meeting.

In Helsinki, 19 February 2024

FINNAIR PLC

BOARD OF DIRECTORS

Finnair Plc            Financial Statement Release            14 February 2024 at 9.00 a.m. EET

Solid end to a strong year due to robust market and visible results from revenue and cost actions.

• Revenue increased by 5.8% to 727.2 million euros (687.3*).
• Comparable operating result was 22.5 million euros (17.9) and operating result was 27.3 million euros (38.0).
• Earnings per share were 0.004 euros (0.005**).
• Result for the period included positive, one-off deferred tax items of 46 million euros based on previous years' tax losses.
• Cash funds were 922.0 million euros (1 524.4) and they decreased from Q3 mainly due to the 220-million-euro pension premium loan repayment and the over 200-million-euro acquisition of previously leased aircraft during the period. The equity ratio was 15.6 per cent (9.9).
• Net cash flow from operating activities was -5.7 million euros (29.9), and net cash flow from investing activities was -177.7 million euros (-54.3).*** Gross capital expenditure totalled 268.6 million euros (61.8).
• Number of passengers increased by 6.5 per cent to 2.6 million (2.5).
• Available seat kilometres (ASK) increased by 10.5 per cent to 9,047.5 million kilometres (8,185.5).
• Passenger load factor (PLF) was 73.1% (72.3).

• Revenue increased by 26.8% to 2,988.5 million euros (2,356.6).
• Comparable operating result was 184.0 million euros (-163.9) and operating result was 191.4 million euros (-200.6).
• Earnings per share were 0.022 euros (-0.060**).
• Result for the period included positive, one-off deferred tax items of 145 million euros based on previous years' tax losses.
• Net cash flow from operating activities was 472.3 million euros (259.0), and net cash flow from investing activities was -464.0 million euros (-75.5).*** Gross capital expenditure totalled 484.2 million euros (199.6).
• Number of passengers increased by 20.8 per cent to 11.0 million (9.1).
• Available seat kilometres (ASK) increased by 15.5 per cent to 36,154.5 million kilometres (31,298.4). This is c. 77 per cent compared to 2019 ASKs. When wet leases are included, ASKs were c. 81 per cent compared to 2019.
• Passenger load factor (PLF) was 76.4% (67.6).
• The Board of Directors proposes to the Annual General Meeting that no dividend be distributed for 2023.

* Unless otherwise stated, comparisons and figures in parentheses refer to the comparison period, i.e., the same period last year.

** A rights issue was implemented in November 2023 and, thus, the comparison period figure has been restated accordingly.

*** In Q4, net cash flow from investing activities included 68.0 million euros of redemptions (38.9 million euros on investments) in money market funds or other financial assets (maturity over three months). In 2023, investments totalled 60.7 million euros (12.8 million euros). They are part of the Group's liquidity management.

Outlook

GUIDANCE issued ON 24 OCTOBER 2023:

Finnair reiterates its capacity guidance estimating that in 2023, it will operate an average capacity of 80-85 per cent, as measured in ASKs, compared to 2019. The capacity estimate also includes the agreed wet leases.

Finnair specifies its previous guidance for full-year 2023 revenue and now estimates it to be in the range of 2.9-3.1 billion euros.

The company also specifies its previous guidance for full-year 2023 comparable operating result and now estimates it to be in the range of 160-200 million euros. The company's comparable operating result estimate is based on the current fuel price and exchange rates.

Specific risks related to Finnair's operating environment have normalised as the impacts of the pandemic have faded and the markets have adapted to the closure of Russian airspace. However, risks related to the impacts of inflation and rising interest rates on demand and costs remain elevated, thus, causing uncertainty in the operating environment. Also the prevailing situation in the Middle East causes uncertainty in the operating environment.

Finnair will update its outlook and guidance in connection with the financial statements bulletin for 2023.

NEW GUIDANCE ON 14 FEBRUARY 2024:

Global air traffic is expected to continue growing in 2024. However, risks related to the impact of inflation and higher interest rates on demand and costs remain elevated, causing uncertainty in the operating environment. International conflicts and global political instability also cause uncertainty in the operating environment. These factors may affect the demand for air travel and cargo.

Finnair plans to increase its total capacity by more than 10 per cent in 2024. The capacity estimate includes the agreed wet leases. This growth will mainly focus on Asia and Europe. Finnair's revenue is expected to grow at a somewhat slower pace than capacity in 2024.

In accordance with its disclosure policy, Finnair provides full-year comparable EBIT estimate in connection with the half-year report in July.

Finnair will update its outlook and guidance in connection with the Q1 2024 interim report.

Interim CE­O Jaakko Schildt:

Finnair carried 2.6 million passengers in October-December and revenue for the period totalled 727.2 million euros (687.3). Comparable operating result was 22.5 million euros (17.9), which means that our continued cost efficiency and sales activities generated good results, supported by a favourable market. Finnair's comparable operating result was positive for the sixth quarter and net profit for the fifth quarter in a row.

Despite the challenging weather conditions during the period, the on-time performance of our flights remained at a reasonable level at 75 per cent. Unlike many other airlines, we were able to operate almost all our flights despite some delays. Our regularity has been top class in global comparison, both during the period and throughout the year. This has supported customer satisfaction, and our Net Promoter Score (NPS) was 32 in the fourth quarter, which is a good level internationally.

During the period, we successfully carried out a rights issue of 570 million euros, a significant step of our strategy implementation. The proceeds from the rights issue were used to strengthen Finnair's balance sheet and financial position to better manage our financial liabilities, support the implementation of our strategy for sustainable profitable growth and ensure our ability to invest in the future. I would like to extend my warmest thanks to all old and new shareholders who participated in our rights issue.

After the rights issue, we repaid, among other things, the remaining tranche of the 400-million-euro capital loan granted by the State of Finland. After that Finnair no longer has debt instruments deemed as equity. We also repaid an additional 120-million-euro tranche on our 600-million-euro pension premium loan. Thanks to these measures, as well as our strong full-year results and cash flow, our balance sheet is healthier than before, and our financial expenses have  decreased.

Our strategy implementation continued comprehensively during the period. Among other things, we started our cooperation with our oneworld partner Qantas by wet leasing two A330 aircraft for operations between Australia and Southeast Asia. This is another important step towards ensuring the efficient and profitable use of our fleet while Russian airspace remains closed.

Finnair celebrated its 100th anniversary on 1 November. Our anniversary year was filled with celebrations, but most importantly, it was a year of turnaround, as we left behind a double crisis. Our systematic strategy work carried out since autumn 2022 has borne fruit, and we have returned our business operations to the targeted profitability level on an annual level.

We will continue to implement our strategy and, in addition to profitability, take care of operational quality, reliability and, consequently, customer satisfaction. My thanks for the successful anniversary year and for achieving Finnair's turnaround goes to the entire Finnair personnel. Thank you also to our customers and all stakeholders for the journey together.

Shareholder return policy and the Board's proposal for the distribution of profit

The aim of Finnair's shareholder return policy is to pay, on average, one-third of the earnings per share as dividend or capital distribution during an economic cycle. When deciding on such distribution, Finnair intends to take into account its earnings trend and outlook, financial situation as well as capital and investment need for any given period. Any future distributions may be made in two annual investments.

In connection with the 570-million-euro rights issue implemented in November, Finnair announced that it is targeting to reinstate its ability for shareholder distributions from 2025 onwards based on 2024 financial statements.

In 2023, earnings per share were 0.022 euros (-0.060). Finnair Plc's distributable equity amounted to 473,123,719.36 euros on 31 December 2023. The Board of Directors proposes to the Annual General Meeting that no dividend be distributed based on the financial statements adopted for 2023.

Financial reporting in 2024

• Interim Report for January-March 2024 on Tuesday 23 April 2024
• Half-year Report for January-June 2024 on Friday 19 July 2024
• Interim Report for January-September 2024 on Tuesday 29 October 2024

This text is a summary of Finnair's Financial Statements Release 1 January-31 December 2023. The full report is available as an attachment to this report.

FINNAIR PLC
Board of Directors

Briefings

Finnair will hold a results press conference (in Finnish) on 14 February 2024 at 11:00 a.m. at its office at Tietotie 9 in Vantaa. It is also possible to participate in the press conference via a live webcast at https://finnairgroup.videosync.fi/2024-02-14-media.

An English-language telephone conference and webcast will begin at 1:00 p.m. Finnish time. To access the conference, kindly first register at https://palvelu.flik.fi/teleconference/?id=50048500. After the registration, you will be provided with phone numbers and a conference ID. To join the live webcast, please register at https://finnairgroup.videosync.fi/q4-2023.

For further information, please contact:

Chief Financial Officer Kristian Pullola, tel. +358 9 818 4960, kristian.pullola@finnair.com

Head of Investor Relations Erkka Salonen, tel. +358 9 818 5101, erkka.salonen@finnair.com

Finnair Plc                Investor News              7 February 2024 at 9:00 a.m. EET

Finnair Traffic Performance in January 2024

Increase in passenger traffic numbers year-on-year during a seasonally slower month, on-time performance impacted by severe weather conditions

In January, Finnair carried 819,800 passengers, which was 0.4% more than in January 2023.

The overall capacity, measured in Available Seat Kilometres (ASK), increased in January by 5.6% year-on-year. If wet lease outs are included, capacity increased by 4.0%. Finnair's traffic, measured in Revenue Passenger Kilometres (RPKs), increased by 1.3%. The Passenger Load Factor (PLF) declined by 3.0% points to 69.2%. The distance-based reported traffic figures do not take into account longer routings caused by the airspace closure as they are based on Great-Circle distance.

The ASK increase in Asian traffic was 13.1% year-on-year explained e.g. by the additional capacity to Japan and South Korea. The North Atlantic capacity decreased by 5.8%. In European traffic, the ASKs were up by 5.9%. The Middle Eastern capacity declined by 7.3% mainly due to cancelled flights to Israel. The ASKs in domestic traffic increased by 0.4%.

RPKs increased in Asian traffic by 3.0% year-on-year but decreased in North Atlantic traffic by 3.7%. They increased by 2.2% in European traffic but decreased by 0.9% in Middle Eastern traffic and by 2.4% in domestic traffic.

In January, the PLF was 68.5% in Asian traffic, 67.3% in North Atlantic traffic, 68.9% in European traffic, 79.4% in Middle Eastern traffic and 63.9% in domestic traffic.

Passenger numbers increased in Asian traffic by 0.6% year-on-year but decreased in North Atlantic traffic by 4.0%. They increased by 3.4% in European traffic but declined by 2.7% in Middle Eastern traffic and by 5.2% in domestic traffic.

The total cargo tonnes increased by 17.5% year-on-year in January due to increased Asian and European capacity. Revenue cargo tonne kilometres increased by 16.3%.

In January, 66.2% of all Finnair flights arrived on schedule (81.2%). On-time performance was mainly impacted by severe weather conditions.

Traffic statistics for February 2024 will be published on Thursday 7 March 2024.

Finnair Traffic
Performance January 2024
Month % Change YTD % Change
Total traffic
Passengers 1,000  819.8  0.4  819.8  0.4
Available seat kilometres 3,055.6  5.6 3,055.6  5.6
mill
Revenue passenger 2,114.6  1.3 2,114.6  1.3
kilometres mill
Passenger load factor %  69.2 - 3.0p  69.2 - 3.0p
Cargo tonnes total 11,114.7  17.5 11,114.7  17.5
Available tonne  452.3  9.5  452.3  9.5
kilometres mill
Revenue tonne kilometres  257.2  4.9  257.2  4.9
mill
Available seat kilometres 3,266.3 4.0 3,266.3 4.0
incl. wet lease out mill

Asia
Passengers 1,000  109.1  0.6  109.1  0.6
Available seat kilometres 1,218.7  13.1 1,218.7  13.1
mill
Revenue passenger  834.7  3.0  834.7  3.0
kilometres mill
Passenger load factor %  68.5 - 6.7p  68.5 - 6.7p

Europe
Passengers 1,000  462.7  3.4  462.7  3.4
Available seat kilometres 1,083.3  5.9 1,083.3  5.9
mill
Revenue passenger  746.7  2.2  746.7  2.2
kilometres mill
Passenger load factor %  68.9 - 2.5p  68.9 - 2.5p

North Atlantic
Passengers 1,000  26.2 - 4.0  26.2 - 4.0
Available seat kilometres  304.2 - 5.8  304.2 - 5.8
mill
Revenue passenger  204.8 - 3.7  204.8 - 3.7
kilometres mill
Passenger load factor %  67.3  1.5p  67.3  1.5p

Middle East
Passengers 1,000  46.5 - 2.7  46.5 - 2.7
Available seat kilometres  265.5 - 7.3  265.5 - 7.3
mill
Revenue passenger  210.9 - 0.9  210.9 - 0.9
kilometres mill
Passenger load factor %  79.4  5.1p  79.4  5.1p

Domestic
Passengers 1,000  175.2 - 5.2  175.2 - 5.2
Available seat kilometres  183.9  0.4  183.9  0.4
mill
Revenue passenger  117.6 - 2.4  117.6 - 2.4
kilometres mill
Passenger load factor %  63.9 - 1.9p  63.9 - 1.9p

Cargo traffic
- Europe tonnes 1,882.9  47.4 1,882.9  47.4
- North Atlantic tonnes 1,032.8 - 21.3 1,032.8 - 21.3
- Middle East tonnes 1,912.9  5.3 1,912.9  5.3
- Asia tonnes 6,239.7  25.0 6,239.7  25.0
- Domestic tonnes  23.6 - 24.8  23.6 - 24.8
- Cargo flights tonnes*  22.8 - 16.3  22.8 - 16.3
Cargo traffic tonnes 11,114.7  17.5 11,114.7  17.5
total
Revenue cargo tonne  68.1  16.3  68.1  16.3
kilometres mill

• Change %: Change compared to the figures of the respective periods in the previous year (p = points, N/A = not available).
• Available seat kilometres. ASK: Total number of seats available multiplied by kilometres flown.
• Revenue passenger kilometres. RPK: Number of revenue passengers carried multiplied by kilometres flown.
• Passenger load factor: Share of revenue passenger kilometres of available seat kilometres.
• Available tonne kilometres. ATK: Number of tonnes of capacity for carriage of passengers, cargo and mail multiplied by kilometres flown.
• Revenue tonne kilometres. RTK: Total revenue load consisting of passengers, cargo and mail multiplied by kilometres flown.

Finnair Plc             Stock Exchange Release          31 January 2024 at 8.05 p.m. EET

Number of the members of the Board of Directors 

The Shareholders' Nomination Board proposes to Finnair Plc's Annual General Meeting to be held on 18 March 2024 (AGM 2024) that the number of the members of the Board of Directors would be confirmed as eight (8).

Composition of the Board of Directors 

The current members of Finnair's Board of Directors are Tiina Alahuhta-Kasko, Montie Brewer, Jukka Erlund, Hannele Jakosuo-Jansson, Henrik Kjellberg, Simon Large, Minna Pajumaa and Sanna Suvanto-Harsaae. The Shareholders' Nomination Board proposes to the AGM 2024 that the abovementioned persons be re-elected in the AGM 2024, exclusive of Minna Pajumaa who has informed the Shareholders' Nomination Board that she will not be available for re-election. The Shareholders' Nomination Board proposes that Jussi Siitonen be elected as a new member of the Board. Jussi Siitonen acts as the Chief Financial Officer and Deputy CEO of Fiskars Group. 

The Shareholders' Nomination Board further proposes that Sanna Suvanto-Harsaae be elected as the Chair of the Board.

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 Board members proposed for election can be found at Finnair's company website: investors.finnair.com/en.

Proposal on Board members' remuneration

The Shareholders' Nomination Board's remuneration proposal is part of its long-term program for bringing the Board remuneration to market level by 2026. The Shareholders' Nomination Board proposes to the AGM 2024 that it would decide on the following remunerations for the next term of the Board:

• Chair EUR 72,000 (63,000) per year;
• Vice Chair EUR 39,000 (32,700) per year;
• Member EUR 35,000 (30,300) per year

2. Fixed Fees for Committee Work (Fees for the Previous Term in Brackets):

Chairs of the Audit Committee and the People and Remuneration Committee would be paid EUR 6,000 (2,400) per year and the members of the Committees EUR 3,000 (0) per year. Similar fixed fees would be paid to the Chairs and members of other permanent Committees possibly established by the Board.

3. Meeting Fees (Fees for the Previous Term in Brackets)

A meeting fee of EUR 800 (600) would be paid to the Board members participating a Board or Committee meeting when the meeting takes place in the member's country of residence, and EUR 3,200 (2,400) for other meetings. For remote and telephone meetings, the meeting fee would be EUR 800 (600).

In addition, the Board members would be entitled to reimbursement of reasonable travel expenses in accordance with the company's general expenses policy.

The Board 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.

The fees set out in point 1. above would be paid as a combination of shares and money so that approximately 40% of the fees would be used for acquiring the company's shares for the Board members, and the rest would be paid in money. The company would acquire the shares for the Board members at its cost, and it would also pay the share transfer tax, as applicable. The shares would be acquired for the Board members within two weeks from the publishing of the company's results of the first quarter of 2024. If the shares could not be so acquired for a Board member due to a reason attributable to the company or to the Board member, the shares would be acquired later. If it would be impractical for administrative or other similar reasons to pay the Board's annual fees in shares, the fees could be paid fully in money.

The fees set out in points 2. and 3. above would be paid fully in money.

Composition of the Shareholders' Nomination Board  

The members of the Shareholders' Nomination Board are Kimmo Viertola, Senior Ministerial Adviser, Financial Affairs, Government Ownership Steering Department; Timo Sallinen, Senior Vice President, Investments, Varma Mutual Pension Insurance Company; and Jukka Vähäpesola, Head of Equities, Elo Mutual Pension Insurance Company. Shareholders' right to appoint their representatives in the Shareholders' Nomination Board was based on the shareholder register of 1 June 2023.

The above proposals will be included also in the invitation to the AGM 2024, which will be published later. 

For further information, please contact: 

Chair of the Nomination Board Kimmo Viertola, Senior Financial Counsellor, Government Ownership Steering Department, tel. +358 2 9516 0026. 

Finnair Plc                Stock Exchange Release               11 January 2024 at 8:30 a.m. EET

Finnair has appointed Turkka Kuusisto (44, MSc. Tech) as CEO of Finnair and he will start in this role on 11 July 2024 at the latest. Kuusisto joins Finnair from Posti Group Corporation, where he has served as the CEO since 2020. Prior to his CEO role in Posti Group Corporation, Kuusisto served in senior leadership positions in Posti Group Corporation and in Lindorff Group.

"I am happy to welcome Turkka Kuusisto to take the helm of Finnair and drive the next phases of Finnair's strategy. Finnair has restored its profitability after the historic double crisis, and the company is well positioned to continue to build a sustainable future, offering excellent connections via its Helsinki hub to both Finns and to customers traveling between Europe and Asia, the Middle East, and Americas", says Sanna Suvanto-Harsaae, Chair of the Board of Directors, Finnair.  

"Turkka brings to Finnair his strong understanding of complex industries and his proven people leadership and strategy skills, which will benefit Finnair as Finnair now moves to the next phase in its strategy", Suvanto-Harsaae says.  

"Finnair embodies to me Finnish spirit and global connections, and it has a long and unique heritage as a 100-year old airline. I am excited and humble to take on the role of CEO in this iconic company. Working side by side with all Finnair colleagues and carefully listening to our customers, I trust our joint journey will be a successful one", says Turkka Kuusisto.

Finnair's current CEO Topi Manner will leave the company on 15 January 2024 to later take on the role of CEO at Elisa Corporation. Jaakko Schildt, Chief Operating Officer of Finnair, will act as an interim CEO between 15 January and the start of the new CEO.  

INVITATION TO PRESS CONFERENCE

Finnair will hold a press conference (in Finnish) today 11 January 2024 at 11:00 a.m. EET at its office at Tietotie 9, Vantaa, Finland. Speakers at the press conference are Chair of the Board Sanna Suvanto-Harsaae and Turkka Kuusisto. Media can participate in the press conference also via a live webcast at https://finnairgroup.videosync.fi/2024-01-11-finnair

Finnair Plc                Investor News              5 January 2024 at 9:00 a.m. EET

Increase in passenger traffic numbers year-on-year and month-on-month, on-time performance impacted by severe weather conditions

In December, Finnair carried 878,200 passengers, which was 5.4% more than in December 2022 and 8.2% more than in November 2023. Month-on-month figures are not fully comparable as there was one day less in November.

December passenger traffic figures improved year-on-year as the COVID-19 pandemic impacts have mostly faded and as the Russian airspace was closed during the comparison period. The negative impact of the Russian airspace closure especially on Asian passenger traffic figures was, however, still visible in December 2023 compared to the pre-pandemic figures. The distance-based reported traffic figures do not take into account longer routings caused by the airspace closure as they are based on Great-Circle distance.

The overall capacity, measured in Available Seat Kilometres (ASK), increased in December by 7.8% year-on-year and by 8.5% month-on-month. Finnair's traffic, measured in Revenue Passenger Kilometres (RPKs), increased by 5.1% year-on-year and by 8.4% month-on-month. The Passenger Load Factor (PLF) declined by 1.8% points year-on-year and by 0.1% points month-on-month to 70.9%.

The ASK increase in Asian traffic was 14.9% year-on-year explained e.g. by the additional capacity to Japan and South Korea. The North Atlantic capacity decreased by 9.1%. In European traffic, the ASKs were up by 8.3%. The Middle Eastern capacity grew by 4.8% as the flights between Helsinki and Doha related to the Qatar Airways cooperation commenced in mid-December 2022. The ASKs in domestic traffic increased by 1.0%.

RPKs increased in Asian traffic by 8.0% year-on-year but decreased in North Atlantic traffic by 11.4%. They increased by 6.8% in European traffic, by 11.8% in Middle Eastern traffic and by 1.3% in domestic traffic.

In December, the PLF was 68.1% in Asian traffic, 69.6% in North Atlantic traffic, 73.9% in European traffic, 74.8% in Middle Eastern traffic and 68.7% in domestic traffic.

Passenger numbers increased in Asian traffic by 5.2% year-on-year but decreased in North Atlantic traffic by 10.8%. The number of passengers increased by 8.1% in European traffic, by 9.8% in Middle Eastern traffic and by 1.2% in domestic traffic.

Many cargo figures increased year-on-year in December due to Qatar Airways cooperation as well as increased Asian and European capacity. Cargo carried on flights as a part of the cooperation with Qatar Airways, where cargo capacity is fully allocated to and sold by Qatar Airways, is reported by Finnair under Middle East cargo figures. Available cargo tonne kilometres increased by 14.4% and revenue cargo tonne kilometres by 15.8% year-on-year. The total cargo tonnes increased by 16.5% year-on-year and by 3.6% month-on-month.  

In December, 64.7% of all Finnair flights arrived on schedule (67.8%). On-time performance was mainly impacted by severe weather conditions.

Traffic statistics for January 2024 will be published on Wednesday 7 February 2024.

Finnair Traffic
Performance December
2023
Month % Change YTD % Change
Total traffic
Passengers 1,000  878.2  5.4 10,983.3  20.8
Available seat 3,101.9  7.8 36,154.5  15.5
kilometres mill
Revenue passenger 2,200.1  5.1 27,626.4  30.6
kilometres mill
Passenger load  70.9 - 1.8p  76.4  8.8p
factor %
Cargo tonnes total 12,584.2  16.5 135,370.1  10.3
Available tonne  457.5  11.2 5,229.3  14.6
kilometres mill
Revenue tonne  273.9  8.0 3,286.2  22.7
kilometres mill

Asia
Passengers 1,000  109.3  5.2 1,291.3  73.0
Available seat 1,226.4  14.9 12,752.0  42.4
kilometres mill
Revenue passenger  835.4  8.0 9,755.9  74.6
kilometres mill
Passenger load  68.1 - 4.3p  76.5  14.1p
factor %

Europe
Passengers 1,000  496.7  8.1 7,096.0  13.7
Available seat 1,095.3  8.3 14,760.0  8.2
kilometres mill
Revenue passenger  809.7  6.8 11,618.9  13.4
kilometres mill
Passenger load  73.9 - 1.0p  78.7  3.6p
factor %

North Atlantic
Passengers 1,000  28.8 - 10.8  397.5 - 24.2
Available seat  320.6 - 9.1 4,162.9 - 38.3
kilometres mill
Revenue passenger  223.0 - 11.4 3,019.7 - 23.5
kilometres mill
Passenger load  69.6 - 1.8p  72.5  14.0p
factor %

Middle East
Passengers 1,000  44.1  9.8  495.6  326.3
Available seat  267.3  4.8 3,054.4  342.2
kilometres mill
Revenue passenger  200.0  11.8 2,211.9  354.3
kilometres mill
Passenger load  74.8  4.7p  72.4  1.9p
factor %

Domestic
Passengers 1,000  199.3  1.2 1,702.9  15.9
Available seat  192.3  1.0 1,425.3  12.1
kilometres mill
Revenue passenger  132.1  1.3 1,019.8  14.0
kilometres mill
Passenger load  68.7  0.2p  71.5  1.2p
factor %

Cargo traffic
- Europe tonnes 2,156.5  29.5 23,692.4  13.8
- North Atlantic 1,327.2 - 8.0 15,083.0 - 50.8
tonnes
- Middle East tonnes 1,958.5  15.5 22,632.4  415.0
- Asia tonnes 7,119.5  20.0 73,390.8  27.8
- Domestic tonnes  22.4 - 35.0  335.9 - 6.8
- Cargo flights 0.0 - 100.0  235.7 - 97.4
tonnes*
Cargo traffic tonnes 12,584.2  16.5 135,370.1  10.3
total
Available cargo  132.2  14.4 1,442.8  12.6
tonne kilometres**
mill
Revenue cargo tonne  77.2  15.8  815.6  3.5
kilometres mill
Cargo load factor**  58.4  0.7p  56.5 - 5.0p
%

* Including purchased traffic

• Change %: Change compared to the figures of the respective periods in the previous year (p = points, N/A = not available).
• Available seat kilometres. ASK: Total number of seats available multiplied by kilometres flown.
• Revenue passenger kilometres. RPK: Number of revenue passengers carried multiplied by kilometres flown.
• Passenger load factor: Share of revenue passenger kilometres of available seat kilometres.
• Available tonne kilometres. ATK: Number of tonnes of capacity for carriage of passengers, cargo and mail multiplied by kilometres flown.
• Revenue tonne kilometres. RTK: Total revenue load consisting of passengers, cargo and mail multiplied by kilometres flown.

Finnair Plc                Stock Exchange Release               19 December 2023 at 9:00 a.m. EET

Finnair executed a rights issue of 570 million euros in November 2023. Thanks to the strengthened balance sheet and cash funds resulting from the rights issue, Finnair has now purchased six previously leased A321 aircraft from BOC Aviation. Finnair will spend in excess of 200 million euros on the transaction, and its positive impact on both profit before taxes and cash flow will be in excess of 20 million euros per year over the next few years.

Finnair has also repaid an additional tranche of 120 million euros of its 600-million-euro pension premium loan in December in addition to the previously planned 100-million-euro instalment. The December instalment, including interest, totals approximately 230 million euros, after which the remaining loan amount is 280 million euros, to be repaid during May 2025 at the latest. The impact of the additional loan repayment of 120 million euros on profit before taxes will be approximately 3 million euros in 2024 in the form of lower net interest costs.

In connection with the rights issue announcement in autumn 2023, Finnair supplemented its financial targets, which were based on the assumption that e.g. the company's cash to sales ratio would remain at 30 per cent over time. As a result of the aircraft purchases and the loan repayment, Finnair's cash to sales ratio is close to but still exceeds the target of 30 per cent.

These measures are a part of Finnair's strategy implementation and support reaching financial targets by the end of 2025. In addition, these measures will contribute to reaching Finnair's target of reinstating shareholder distributions, based on the 2024 result, starting from spring 2025.