Finnair Oyj - Company Announcement

Finnair Board of Directors has approved new share-based incentive plan as a part of Finnair’s existing long-term incentive arrangement

Finnair Plc  Stock Exchange Release  11 February 2014 at 9:40am. EET

Finnair Board of Directors has approved a new performance share plan, covering
years 2014-2016, for the key personnel of the Finnair Group. The share plan is a
part of Finnair's long-term share-based incentive arrangement that Finnair Board
of Directors approved in 2013, and which consists of annually commencing
individual plans. The purpose of the share plan is to encourage the management
to work to increase long-term shareholder value and also to commit the
management to the company.

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 are
achieved. The performance criteria applied to the 2014-2016 plan is ROCE (Return
on Capital Employed) and TSR (total shareholder return). The number of employees
eligible to participate in the first plan is approximately 50 persons.

If the targets set for the first plan for years 2014-2016 are met, the estimated
total value of the shares to be paid on the basis of this plan would be 1.6
million euros, corresponding to approximately 600,000 Finnair shares based on
current share price (gross before the payroll tax withholding). If the maximum
targets are met, the estimated total value of shares to be paid would be
approximately 3.2 million euros corresponding to approximately 1,200,000 Finnair
shares (gross before the payroll tax withholding).

The potential reward shares will be delivered to members of Finnair's Executive
Board in three share tranches and for other participants in two tranches during
the three or two years following the performance period, i.e. in years
2017-2019.  The maximum value of shares delivered to an individual participant
based on the share plan in any given year may not exceed 60 % of the employee's
annual base salary.

The three-year performance period of the 2014-2016 share plan will be followed
by a restriction period, during which the participant may not sell or transfer
the shares received as a reward. The restriction period is three years for the
members of Finnair's Executive Board and one year for other participants. In
addition, the members of Finnair's Executive Board are required to accumulate
and once achieved, to maintain a share ownership in Finnair corresponding to
his/her annual base salary as long as he/she holds a position as a member of
Finnair's Executive Board.

No new shares will be issued in connection with the share-based incentive plans
and therefore the arrangement will have no diluting effect. Long term incentive
arrangement approved in 2013 as well as new plan, covering years 2014-2016, are
in line with guidelines issued by Cabinet Committee on Economic Policy. Finnair
used PCA Corporate Finance as an advisor in the planning of this incentive plan.
FINNAIR PLC
Further information:
Finnair Media Desk, tel. + 358 9 818 4020, comms(a)finnair.com

Distribution:
NASDAQ OMX Helsinki
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