2007-11-21 12:20:09 CET

2007-11-21 12:20:09 CET


REGULATED INFORMATION

English Finnish
Finnair Oyj - Company Announcement

FINNAIR TO UNDERTAKE A SHARE OFFERING OF EUR 248.5 MILLION


Not for release, publication or distribution, directly or indirectly, in or
into the United States, Canada, Australia or Japan. 

FINNAIR PLC STOCK EXCHANGE RELEASE	21 NOVEMBER 2007

FINNAIR TO UNDERTAKE A SHARE OFFERING OF EUR 248.5 MILLION

The Board of Directors of Finnair Plc has decided today, based on the share
issue authorization granted by the Extraordinary Shareholders' Meeting of 21
November 2007, on a new issue in which a maximum of 39,447,270 new shares shall
be offered to be subscribed for by shareholders, at a subscription price of EUR
6.30 per share. Provided that the offering is fully subscribed for, EUR 248.5
million will be raised through the offering. 

The shareholders shall have a pre-emptive right to subscribe for new shares in
proportion to their current shareholding in the company. A shareholder who is
registered in the company's shareholders' register maintained by the Finnish
Central Securities Depository Ltd on the record date of the offering on 26
November 2007, or a shareholder whose shares are nominee registered on the
record date in the shareholders' register maintained by the Finnish Central
Securities Depository Ltd, will automatically receive one freely transferable
subscription right as a book-entry for every share owned. 

For every nine (9) subscription rights, the shareholder or person or entity to
whom the shareholders' subscription rights have been transferred, will be
entitled to subscribe for four (4) new shares. The subscription rights will
trade on the Helsinki Stock Exchange from 29 November 2007 until 10 December
2007. 

The share subscription period commences on 29 November 2007, and expires at
5:00 p.m., Finnish time on 17 December 2007. 

Danske Markets and UBS Investment Bank will act as the joint global
coordinators and joint bookrunners for the offering and Aventum Partners as the
financial adviser to the company. 

Based on the share issue authorization granted by the Extraordinary General
Meeting, the Board of Directors is entitled to organize a secondary placement
after the expiry of the shareholders' pre-emptive subscription right on 17
December 2007. 

The company intends to use the net proceeds from the offering to fund its fleet
restructuring programme and related investment that enable the realisation of
the company's growth strategy. 

The specific terms and conditions of the offering are set out in the appendix
to this stock exchange release. 

The offering circular relating to the offering will be published on or about 26
November 2007. 

The company has agreed with the joint global coordinators that, during the
period beginning on the date of publication of the offering circular and ending
180 days from the date of listing of the shares, it will not, except for the
offer shares and subject to certain other exceptions, without the prior written
consent of the joint global coordinators (which consent shall not be
unreasonably withheld or delayed), authorise the issuance of, issue, offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option right or warrant to
purchase, lend or otherwise transfer or dispose of, directly or indirectly, any
shares or any securities exchangeable for or convertible into or exercisable
for shares, or enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Shares,
whether any such transactions are to be settled by delivery of the shares or
other securities, in cash or otherwise. 

The Finnish State, which owns 55.78 percent of the outstanding shares and
voting rights in the company, has at the Extraordinary General Meeting of the
company's shareholders held on 21 November 2007, supported the proposal
authorising the company's Board of Directors to decide on an issue of new
shares against consideration. On 14 November 2007, the Finnish Parliament
approved the supplemental budget proposal, which includes an appropriation for
the exercise of all of the Finnish State's rights to subscribe for new shares.
The supplementary budget took effect on 20 November 2007. The Finnish State's
participation in the offering is subject to Finnish Council of State's decision
to subscribe for new shares. 

FL Group has informed Finnair that its holding in Finnair as of 20 November
2007 was approximately 24 per cent of all Finnair's shares and has earlier
today informed Finnair of its intention to participate in the offering. 

Finnair Plc
Communications
21 November 2007

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia or
Japan.  These written materials do not constitute an offer of securities for
sale in the United States, nor may the securities be offered or sold in the
United States absent registration or an exemption from registration as provided
in the U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder.  There is no intention to register any portion of the offering in
the United States or to conduct a public offering of securities in the United
States. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. 

This document does not constitute an offer of securities to the public in the
United Kingdom. No prospectus has been or will be approved for publication in
the United Kingdom in respect of the securities.  Consequently the securities
must not be sold or offered for sale in the United Kingdom, except to persons
who fall within the exemptions set out in the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended. 

Danske Bank A/S ("Danske Markets") and UBS Limited ("UBS Investment Bank") are
acting for Finnair and for no-one else in connection with the potential share
offering and will not be responsible to anyone other than Finnair for providing
the protections afforded to the respective clients of Danske Markets or UBS
Investment Bank nor for providing any advice in relation to the potential share
offering." 

APPENDIX: TERMS AND CONDITIONS OF THE OFFERING

On 21 November 2007, the Extraordinary General Meeting of the Company's
Shareholders authorized the Company's Board of Directors to decide on a share
issue against consideration in which the shareholders shall have the
pre-emptive right to subscribe for new shares in proportion to their current
shareholding in the Company. Based on the authorization a maximum of 50,000,000
new shares may be issued in the share issue. The Board of Directors was also
authorized to decide upon the detailed terms and conditions of the Offering.
The authorization includes a right by the Board of Directors to decide on the
offering of the Remaining Offer Shares for to persons designated by the Board
of Directors. 
On 21 November 2007, the Board of Directors of the Company resolved, based on
the authorisation of the Extraordinary General Meeting of the Company's
Shareholders, to issue a maximum of 39,447,270 new Offer Shares as set out in
these Terms and Conditions of the Offering. 
As a result of the Offering, the amount of the Company's shares may increase
from 88,756,358 to a maximum of 128,203,628 shares. The Offer Shares in the
Offering represent 44.4 percent of the total Shares and voting rights of the
Company prior to the Offering. 
Right to Subscribe 
The Offer Shares will be offered for subscription to the shareholders of the
Company in proportion to their existing shareholding in the Company. 
The record date for the Offering is 26 November 2007 (the “Record Date”). 
A shareholder registered in the Company's shareholders' register maintained by
the Finnish Central Securities Depository Ltd. (the “FCSD”) on the Record Date
or a shareholder whose shares are nominee registered on the Record Date in the
shareholders' register maintained by the FCSD, will be automatically allocated
one (1) freely transferable Right as a book-entry (ISIN code “FI0009503031”)
for every share owned on the Record Date. 
A shareholder, or a person or an entity to whom such shareholder's Rights have
been transferred, is entitled to subscribe for four (4) Offer Shares for every
nine (9) Rights. No fractions of Offer Shares will be allotted. 
Subscription Price 
The Subscription Price is EUR 6.30 per Offer Share. The Subscription Price
includes the customary discount for rights issues, the amount of which in the
Offering is approximately 34.7 percent of the closing price for the last day
preceding the decision on the share issue. 
According to the decision made by the Board of Directors of the Company, the
Subscription Price shall be entered into the unrestricted equity reserve. 
Subscription Period 
The Subscription Period commences on 29 November 2007, and expires at 5:00
p.m., Finnish time, on 17 December 2007. The places of subscription will accept
subscription assignments during their normal business hours. The Subscription
Right can be used during the entire Subscription Period. The Rights with
respect to any Remaining Offer Shares have been set out below in “—Placement of
Remaining Offer Shares”. 
The shareholders should note that custodians and book-entry account operators
may require investors to provide their instructions and to make payment for the
Subscription Price at a specified date already prior to the expiry of the
Rights trading period. 
Places of Subscription 
Subscriptions can be exercised at the customer service offices of Sampo Bank
Finland Plc, the offices of Mandatum Private Bank, as well as through Sampo
Bank Finland Plc's phone-in service Tel. +358 200 25760 (Finnish) and +358 200
2570 (Swedish). A subscription exercised at the telephone bank requires that
the subscriber has a valid service contract regarding phone-in services with
Sampo Bank Finland Plc. 
In addition, subscriptions may be submitted to the account operators and
custodians who have an agreement with Sampo Bank Finland Plc. 
Exercise and Payment of Offer Shares 
A shareholder or other investor may participate in the Offering by subscribing
for Offer Shares pursuant to the Rights registered on his or her book-entry
account and by paying the Subscription Price. Every nine (9) Rights entitles to
subscribe for four (4) Offer Shares. No fractions of Offer Shares will be
allotted. In order to participate in the Offering, a shareholder or other
investor must submit a subscription assignment in accordance with the
instructions given by his or her own custodian or account operator. 
Shareholders and other investors participating in the Offering, whose shares or
Rights are held through a nominee (or other custodian), must submit their
subscription assignments in accordance with the instructions given by their
custodial nominee account holders. 
Any exercise of the Rights is irrevocable and may not be modified or cancelled
in the circumstances discussed under “—Cancellation of Subscriptions under
Certain Circumstances”. 
Any unexercised Rights at the end of the Subscription Period on 17 December
2007 will expire. 
Placement of Remaining Offer Shares 
The Joint Global Coordinators and the Company may separately agree on the
placement of the Remaining Offer Shares. The Joint Global Coordinators may,
pursuant to such separate agreement with the Company, if any, either (i) use
their reasonable efforts to procure subscribers for the Remaining Offer Shares
on the market or through a book-building process, or (ii) in the sole
discretion of the Joint Global Coordinators, subscribe for the Remaining Offer
Shares and sell such Remaining Offer Shares on the market or through a
book-building process. The Board of Directors of the Company may decide upon
the placement, in which case the Subscription Period for the placement will be
extended until 15 January 2008, at the latest. However, the Board of Directors
may decide to discontinue the subscription period for the Remaining Offer
Shares before the above-mentioned date. 
In cases of point (ii) above, the Joint Global Coordinators shall pay the net
proceeds of any such sale (proceeds from the sale of any Remaining Offer Shares
less the Subscription Price, the fees of the Joint Global Coordinators, any
transfer tax and other costs) to the holders of the unexercised Rights that had
entitled the holders thereof to subscribe for such Remaining Offer Shares. It
is expected that the net proceeds will be paid on or about 4 January 2008. 
The holder of Rights may, at will, refuse the receipt of the net proceeds by
notifying their account operators in writing thereof within the Subscription
Period, by 17 December 2007, at latest. 
However, inasmuch as any subscription or sale of the Remaining Offer Shares is
subject to a further supplementary agreement by and among the Joint Global
Coordinators and the Company and is also subject to market conditions, there
can be no assurance of the subscription or sale of such Remaining Offer Shares.
Therefore, the holders of any unexercised Rights may not receive any proceeds
in relation thereto. The Joint Global Coordinators may undertake the procedure
described above with respect to expired Rights without the consent of the
holder of the Rights. The Joint Global Coordinators have no obligation to sell
or procure subscribers for the Remaining Offer Shares and the Joint Global
Coordinators may, with the Company's consent, accept offers lower than the
market price for the Remaining Offer Shares. The Company shall approve any
final sales of the Remaining Offer Shares and the subscriptions. 
If the placement of Remaining Offer Shares is not executed, the shares not
subscribed for may be designated for subscription to persons decided by the
Board of Directors. 
Cancellation of Subscriptions under Certain Circumstances 
Investors, who have subscribed Offer Shares, are entitled to cancel their
subscription according to the Finnish Securities Market Act in the event that
the Offering Circular is supplemented due to a material mistake or inaccuracy
relating to the information in the Offering Circular, which could affect the
assessment of the Offer Shares. The subscription must be cancelled within two
(2) banking days from the publication of the supplement to the Offering
Circular. The Finnish Financial Supervision Authority has, for a special
reason, a right to decide that the cancellation period is at least four (4)
banking days. The cancellation right may only be used if the investor has
undertaken to subscribe for the Offer Shares prior to the publication of the
supplement to the Offering Circular and the supplement is publish between the
time the Offering Circular was approved by the The Finnish Financial
Supervision Authority and the time when trading with the interim shares begins.
The procedure allowing for the cancellation of subscriptions will be announced
together with any such supplement to the Offering Circular through publishing a
stock exchange release. 
Public Trading of the Rights 
The Rights are freely transferable during the entire Subscription Period.
Public trading of the Rights commences on 29 November 2007 and expires on 10
December 2007. 
The available price on the Helsinki Stock Exchange for the Rights will be
determined in market trading. The Rights may be acquired or transferred by
giving purchase or sell orders to the holder's own custodian or account
operator or to any broker. 
The trading symbol of the Rights is “FIA1SU0107”. 
Payment for the Subscriptions 
The Subscription Price of the Offer Shares subscribed for in the Offering shall
be paid in full at the time of subscription in accordance with the instructions
given by the place of subscription or the relevant custodian or account
operator. 
Approval of the Subscriptions 
The Board of Directors of the Company will approve all subscriptions pursuant
to the Rights made in accordance with these terms and conditions of the
Offering and applicable laws and regulations valid at the end of the
Subscription Period, as well as any subscriptions for the Remaining Offer
Shares in the placement pursuant to the Rights. 
The Company will publish the final result of the Offering in a stock exchange
release on or about 20 December 2007. 
Registration of the Shares to the Book-entry Accounts and Trading with the
Offer Shares 
The Offer Shares that are subscribed for in the Offering will be issued in
book-entry form in the book-entry system maintained by the FCSD. The Offer
Shares will be recorded on the subscriber's book-entry account after the
approval of the subscription as interim shares (ISIN code “FI0009015697”,
trading under the symbol (“IA1SN0107”) representing the Offer Shares. Trading
in such interim shares will commence on the first trading day following the
expiration of the Subscription Period on or about 18 December 2007. 
The interim shares will be combined with the Company's existing class of shares
(ISIN code “FI0009003230”, trading under the symbol “FIA1S”) when the Offer
Shares have been registered with the Trade Register. Such combination is
expected to occur on or about 28 December 2007. The Offer Shares are freely
transferable. 
Shareholder Rights 
The Offer Shares will entitle their holder to any future dividends declared by
the Company and to other shareholder rights in the Company after the Offer
Shares have been registered with the Trade Register, which is expected to take
place on or about 28 December 2007. 
Information 
The documents referred to in Chapter 5, Section 21 of the Finnish Companies
Act, are available for review at the head office of the Company, Tietotie 11 A,
FI-01053 FINNAIR and on the Company's website www.finnair.fi. 
Applicable Law and Dispute Resolution 
The Offering shall be governed by the laws of Finland. Any disputes arising in
connection with the Offering shall be settled by the court of jurisdiction in
Finland. 
Other Issues 
The Board of Directors of the Company may decide upon the detailed terms and
conditions of the Offering.