Finnair Oyj - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Finnair Plc (the "Company") to the
Annual General Meeting to be held on Thursday, 26 March 2009 at 3:00 p.m. at
Helsinki Fair Centre, Hall C1, Messuaukio 1, Helsinki, Finland. The reception
of persons registered for the Meeting will commence at 2:00 p.m. 


A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the Meeting

2. Matters of order for the Meeting

3. Election of the persons to confirm the minutes and to verify the counting of
votes 

4. Recording the legal convening of the Meeting and quorum

5. Recording the attendance at the Meeting and the list of votes

6. Presentation of the Annual Accounts 2008, the report of the Board of
Directors and the Auditor's report for the year 2008 

Review by the Chief Executive Officer, Mr. Jukka Hienonen

7. Adoption of the Annual Accounts

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

The Board proposes to the Annual General Meeting that no dividend is paid based
on the balance sheet for the financial year that ended 31 December 2008. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Committee proposes to the Annual General Meeting
that the remuneration payable to the members of the Board remained unchanged.
The current annual remunerations are: EUR 61,200 for the Chairman; EUR 32,400
for the Vice Chairman and EUR 30,000 for other members. In addition, per a
meeting of the Board or its Committee a fee of EUR 600 is paid to members that
reside in Finland and a fee of EUR 1,200 to members that reside abroad. 

11. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Committee proposes to the Annual General Meeting
that the number of Board members be eight. 

12. Election of members of the Board of Directors

The Shareholders' Nomination Committee proposes to the Annual General Meeting
that Christoffer Taxell, Sigurður Helgason, Satu Huber, Kari Jordan, Ursula
Ranin, Veli Sundbäck and Pekka Timonen of the current members be re-elected and
that Elina Björklund be elected as a new member. The Committee further proposes
that Christoffer Taxell be elected as the Chairman of the Board of Directors. 

Elina Björklund, M.Sc. (Econ.), born 1970, is employed by Iittala Group since
2004. Her current position is Group Director, Iittala Brand and Direct Consumer
Sales. Between 2001 and 2004 she worked as entrepreneur in financial consulting
and training. Between 1995 and 1999 she was an Executive Vice President and
Chief Equity analyst at Merita Securities Ltd. She has acted as member of the
Board of Directors in Art and Design City Helsinki Ltd between years 2006 and
2008. 

13. Resolution on the remuneration of the Auditor

14. Election of Auditor

Shareholders representing more than 60 percent of the total votes in the
Company have notified the Company that that they will propose to the Annual
Generel Meeting that Authorised Public Accountants PricewaterhouseCoopers Oy
and Authorised Public Accountant Mr. Jyri Heikkinen be elected as auditors and
Authorised Public Accountants Mr. Timo Takalo and Mr. Tuomas Honkamäki be
elected as deputy auditors. 


15. A shareholder's proposal on appointment of the Shareholders' Nomination
Committee 

The Ownership Steering Department of Government Office representing the Finnish
State proposes that the Annual General Meeting appoints a Shareholders'
Nomination Committee to prepare proposals on the composition and remuneration
of the Board of Directors to the next Annual General Meeting. The Shareholders'
Nomination Committee would consist of a representative of each of the three
biggest shareholders. In addition, the Chairman of the Board and one member of
the Board, elected by the Board and independent from the major shareholders of
the Company, would serve as expert members. The three biggest shareholders will
be determined by the voting rights of their shareholdings as of 2 November
2009. Should a shareholder not wish to use its nomination right, the right will
be transferred to the next biggest shareholder. The shareholdings are those
registered in the Register of Shareholders of the Company held by Euroclear
Finland Ltd. However, the voting rights of a shareholder that has a flagging
obligation under Finnish Securities Markets Act in respect of its holdings that
are for instance distributed into several funds, can be combined for the
purposes of determining the size of its ownership, provided that the
shareholder presents a written request to that effect to the Board of Directors
no later than on 30 October 2009. The Shareholders' Nomination Committee is
convened by the Chairman of the Board of Directors and it shall elect a
chairman from among its members. The Shareholders' Nomination Committee shall
submit its proposals to the Board of Directors latest on 1 February 2010. 


B. Documents of the Annual General Meeting

The proposals relating to the agenda of the Annual General Meeting as well as
this notice are available on the Company's website at www.finnair.com/agm. The
annual report of the Company, including the Company's annual accounts, the
report of the Board of Directors and the auditor's report, is available on the
above-mentioned website on week 12 at the latest. The proposals and the annual
accounts are also available at the Annual General Meeting. Copies of these
documents and of this notice will be sent to shareholders upon request. 


C. Instructions for the participants of the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on 16 March 2009 in the Register of
Shareholders of the Company held by Euroclear Finland Ltd., has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal book-entry account, is registered in the
Register of Shareholders of the Company. A shareholder, who wants to
participate in the Annual General Meeting, shall register for the meeting by
giving a prior notice thereof no later than 24 March 2009 at 4:00 p.m. (Finnish
time). Such notice can be given: 

a) through Finnair's website at www.finnair.com/agm;
b) by e-mail to agm@finnair.com;
c) by telephone to +358-9-8187637 from Monday to Friday between 9:00 a.m. and 
4:00 p.m. (Finnish time); 
d) by telefax to +358-9-818 1662; or
e) by letter to  Finnair Plc, Register of Shareholders, AAC/5, FI-01053 FINNAIR.

In connection with the registration, a shareholder shall notify his/her name,
personal/business identification number, address, telephone number and the name
of a possible assistant. The personal data submitted to the Company will be
used only for the purposes of the Annual General Meeting. 

Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is
present at the Annual General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the Meeting by way of proxy representation. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the Annual
General Meeting. Possible proxy documents should be delivered in originals to
the Company at Finnair Plc, Register of Shareholders, AAC/5, FI-01053 FINNAIR
before the last date for registration. 

3. Holders of nominee registered shares

A holder of nominee registered shares, who wants to participate in the Annual
General Meeting, must be entered into the Register of Shareholders of the
Company on the record date of the Meeting, which is 16 March 2009. A holder of
nominee registered shares is advised to request necessary instructions
regarding the registration in the Register of Shareholders of the Company, the
issuing of proxy documents and registration for the Annual General Meeting from
his/her custodian bank. 

4. Other information

On the date of this notice, 27 February 2009, the total number of shares and
votes in the Company is 128,136,115. 


Helsinki 27 February 2009

FINNAIR PLC
BOARD OF DIRECTORS