Finnair Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Finnair Plc

Finnair Plc               Stock Exchange Release              23 March 2023 at
5.50 p.m. EET

The Annual General Meeting (AGM) of Finnair Plc was held on 23 March 2023 in
Helsinki. 247 shareholders representing 884,699,113 shares and votes were
represented at the meeting. The AGM approved the company's annual accounts and
consolidated annual accounts for the financial year 2022, discharged the members
of the Board of Directors and CEO of the company from liability and resolved to
approve the remuneration report for governing bodies. In addition, the AGM
adopted the following resolutions:

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

In accordance with the proposal of the Board of Directors, the AGM resolved that
the loss for the financial period, EUR 350,246,231.89 be recorded in the
company's retained earnings/losses and that no dividend be distributed.

Remuneration of the Board of Directors

In accordance with the proposal of the Shareholders' Nomination Board, the AGM
resolved that the following annual remuneration shall be paid to the members of
the Board of Directors:

  · Chair 63,000 euros;
  · Vice Chair 32,700 euros;
  · Chairs of the Audit Committee and the People and Remuneration Committee
32,700 euros, where these individuals are neither the Chair nor the Vice Chair
of the Board of Directors; and
  · Other members 30,300 euros per year.

The AGM resolved that each member's fee for a meeting of the Board of Directors
or its Committee is 600 euros when the meeting takes place in the member's
country of residence and 2,400 euros for other meetings. For remote and
telephone meetings, the fee is 600 euros.

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

Composition of the Board of Directors

In accordance with the proposal of the Shareholders' Nomination Board, the AGM
resolved that the Board of Directors be composed of eight (8) members. Tiina
Alahuhta-Kasko, Montie Brewer, Jukka Erlund, Hannele Jakosuo-Jansson, Henrik
Kjellberg and Simon Large were re-elected to the Board of Directors, and Sanna
Suvanto-Harsaae and Minna Pajumaa were elected as new members 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 auditors and their remuneration

In accordance with the Audit Committee's recommendation, the AGM resolved 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. It was recorded that KPMG Oy Ab has informed that Kirsi
Jantunen, APA, would be acting as principal auditor. The remuneration for the
auditor is paid according to the auditor's reasonable invoice.

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 shall not
exceed 50,000,000 shares, which corresponds to approximately 3.6 per cent of all
the shares in the company. Only the unrestricted equity of the company can be
used to repurchase own shares on the basis of the authorisation.

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

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

Own shares may be repurchased and/or accepted as pledge based on the
authorisation in order to, inter alia, develop the capital structure of the
company, to finance or carry out 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
7 April 2022 to decide on the repurchase and/or acceptance as pledge of own
shares.

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
8,000,000 shares, which corresponds to approximately 0.6 per cent of all the
shares in the company.

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

The authorization 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
7 April 2022 to decide on issuance of shares.

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

The AGM authorized the Board of Directors 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 installments. The authorisation is
effective until the next Annual General Meeting.

Amendment to the Charter of the Shareholders' Nomination Board

In accordance with the proposal of the Shareholders' Nomination Board, the AGM
resolved to amend the Charter of the Shareholders' Nomination Board so that the
shareholders entitled to appoint a member are determined on the basis of the
shareholders' register of the company maintained by Euroclear Finland Oy on the
first working day in June (previously on the first working day in September)
each year.

Further, the AGM resolved to amend the Shareholders' Nomination Board so that
the Chair of the company's Board of Directors shall act as the non-voting expert
of the Shareholders' Nomination Board (previously as a member of the
Shareholders' Nomination Board).

In addition, the AGM resolved to make certain technical amendments to the
Charter of the Shareholders' Nomination Board.

Amendment of the Articles of Association

In accordance with the proposal of the Board of Directors, the AGM decided that
11 § of the Articles of Association be amended to enable convening a General
Meeting of shareholders as a virtual meeting without a meeting venue as an
alternative to a physical meeting or a hybrid meeting. In its amended form, said
provision of the Articles of Association reads as follows:

“11 § The Annual General Meeting of shareholders shall be held by the end of May
each year. In order to be entitled to attend the meeting, a shareholder must
register beforehand at the place and by the date specified in the notice of the
meeting. The final date of registration may be at the earliest ten days before
the meeting.

The Board of Directors may decide that the General Meeting of shareholders is
arranged without a meeting venue in a manner where shareholders exercise their
full decision-making powers in real time during the General Meeting of
shareholders using telecommunications and technical means (virtual meeting).”

Minutes of the Meeting

The minutes of the AGM will be available on the Company's website
investors.finnair.com/en as from 6 April 2023 at the latest.

In Helsinki, 23 March 2023

FINNAIR PLC

BOARD OF DIRECTORS

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

Distribution:
NASDAQ OMX Helsinki
Principal media

Finnair is a network airline, specialising in connecting passenger and cargo
traffic between Asia, North America and Europe. Finnair is one of the oldest
operating airlines in the world, celebrating its centenary in 2023.
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 12 times in a row.
Finnair is a member of the oneworld alliance. Finnair Plc's shares are quoted on
the Nasdaq Helsinki stock exchange.