2024-05-22 16:30:00 CEST

2024-05-22 16:30:03 CEST


REGULATED INFORMATION

English
Finnair Oyj - Other information disclosed according to the rules of the Exchange

Finnair announces tender offer results


Finnair Plc            Stock Exchange Release            22 May 2024 at 5:30
p.m. EEST

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO
RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON
RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Finnair Plc (the “Company”) announces today the results of the invitation to the
holders of its 4.250 per cent, unrated notes due 19 May 2025 with an initial
nominal amount of EUR 400 million (ISIN: FI4000507132) (the “Notes”) (the
"Noteholders") to tender the Notes for cash on the terms and conditions set out
in the tender offer memorandum dated 14 May 2024 (the “Tender Offer Memorandum”)
(the “Tender Offer”).

Capitalised terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Tender Offer Memorandum.

Results of the Tender Offer

The expiration deadline for the Tender Offer was 4:00 p.m. (EEST) on 22 May
2024. As at the expiration deadline, the aggregate principal amount of Notes
validly tendered by the Noteholders for purchase pursuant to the Tender Offer
was EUR 320,126,000.

Subject to satisfaction of the New Issue Condition, the Company will accept for
purchase all such tenders of Notes pursuant to the terms of the Tender Offer
Memorandum.

The purchase price of the Notes is EUR 1,005 per EUR 1,000 in principal amount
of the Notes. Accrued and unpaid interest will be paid in respect of all Notes
accepted for purchase. The settlement date for the Tender Offer is 24 May 2024.
All the Notes purchased by the Company will be cancelled. The Notes not
purchased pursuant to the Tender Offer will remain outstanding.

The following table sets forth certain information relating to the Tender Offer:

Description  ISIN          Outstanding   Aggregate       Purchase
of the                     nominal       Nominal Amount  Price per EUR
Notes                      amount        of the          1,000.00
                           at launch of  Notes validly   nominal
                           the Tender    tendered and    amount of
                           Offer         accepted        the Notes
4.250%       FI4000507132  €382,454,000  €320,126,000    €1,005.00
Notes
due 2025

Additional information may be obtained from the Dealer Managers and the Tender
Agent.

Dealer Managers:

Danske Bank A/S

Telephone: +45 33 64 88 51

Attention: Debt Capital Markets

Email: liabilitymanagement@danskebank.dk

Nordea Bank Abp

Telephone: +45 6136 0379

Attention: Nordea Liability Management

Email: NordeaLiabilityManagement@nordea.com

For further information:

Mikko Hepokari, Group Treasurer, tel. +358 40 745 4292,
mikko.hepokari@finnair.com

Kristian Pullola, CFO, tel. +358 9 818 4960, kristian.pullola@finnair.com

FINNAIR PLC

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. Sustainability is at the
heart of everything we do - Finnair intends to reach carbon neutrality latest by
the end of 2045. Customers have chosen Finnair as the Best Airline in Northern
Europe in the Skytrax Awards for 13 times in a row. Finnair is a member of the
oneworld alliance. Finnair Plc's shares are quoted on the Nasdaq Helsinki stock
exchange.

Disclaimer

This release is for information purposes only and is not to be construed as an
offer to purchase or sell or a solicitation of an offer to purchase or sell with
respect to any securities of the Company. The distribution of this release and
the related material concerning the Tender Offer may, in certain jurisdictions,
be restricted by law. Persons resident outside of Finland may receive this
release and the related material concerning the Tender Offer only in compliance
with applicable exemptions or restrictions. Persons into whose possession this
release or any such material or documentation may come are required to inform
themselves of and observe all such restrictions. This release and any such
material or documentation may not be distributed or published in any country or
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction or would require actions under the laws of a state or
jurisdiction. In particular, this release and any such material or documentation
may not be distributed in the United States, Australia, Canada, Hong Kong,
Japan, New Zealand, Singapore or South Africa. None of the Company, the Dealer
Managers or the Tender Agent or any of their representatives accept any legal
responsibility for any violation by any person, whether or not the persons
contemplating investing in or divesting the Company's securities, are aware of
these restrictions or not. Please refer to the Tender Offer Memorandum for a
full description of such restrictions.

Any securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), the
securities laws of any state of the United States or other jurisdiction. Any
securities referred to herein may not be offered, sold, pledged or otherwise
transferred directly or indirectly within the United States or to, or for the
account or benefit of, U.S. Persons (as such terms is defined in Regulation S
under the U.S. Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities
Act and applicable state or local securities laws.

The information provided in this release and any related materials relating to
any securities referred to herein is addressed to and directed only at persons
in the United Kingdom in circumstances where provisions of section 21(1) of the
Financial Services and Markets Act 2000, as amended, do not apply and are solely
directed at persons in the United Kingdom who (a) have professional experience
in matters relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or
(b) persons falling within Article 49(2)(a) to (d) of the Order, or other
persons to whom they may be lawfully communicated (all such persons together
being referred to as “relevant persons”). This release is directed only at
relevant persons and any person who is not a relevant person must not act or
rely on this release or any of its contents.