Finnair Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Finnair Plc

Finnair Plc          Stock Exchange Release   17 March 2017 at 4:43 pm (EET)

The Annual General Meeting (AGM) of Finnair Plc was held today in Helsinki,
Finland. The meeting approved the company’s annual accounts and consolidated
annual accounts for the fiscal year 2016 and discharged the members of the Board
of Directors and CEO of the company from liability.

Use of the profits shown on the balance sheet and payment of dividend
In line with the proposal of the Board of Directors, the AGM decided that a
dividend of €0.10 per share is paid based on the balance sheet adopted for the
year ended 31 December 2016. The dividend will be paid to shareholders recorded
on 20 March 2017 on the shareholders’ list of the company maintained by
Euroclear Finland Ltd. The Board of Directors proposes that the dividend is paid
on 4 April 2017.

Composition of the Board of Directors
The AGM approved the proposal of the Shareholders' Nomination Committee that the
Board of Directors be composed of seven (7) members. Ms Maija-Liisa Friman, Mr
Jussi Itävuori, Mr Jouko Karvinen and Ms Jaana Tuominen were re-elected to the
Board of Directors, and Mr. Colm Barrington, Ms Mengmeng Du and Jonas Mårtenson
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 AGM in 2017. Mr. Jouko
Karvinen was elected Chairman of the Board.

Compensation of the Board of Directors

The following annual remuneration shall be paid to the members of the board of
directors:

Chairperson 61,200 euros;

Vice Chairperson 32,400 euros;

Chairpersons of the Audit      Committee and Compensation and Nomination
Committee 32,400 euros, where these individuals are neither the Chairperson nor
the Vice Chairperson of the Board; and

other members 30,000 euros.

The AGM further decided that each member’s fee for a meeting of the Board of
Directors or its Committee will be 600 euros when the meeting takes place in the
member’s country of residence and 2,400 euros for other meetings. For telephone
meetings, the fee will be 600 euros.

The Board members are entitled to reimbursement of reasonable travel and
representation expenses in accordance with the company’s general expenses
policy. In addition, the Board members and their spouses are entitled to
discounted travel on the company’s flights in accordance with the company’s
discount ticket policy regarding the Board of Directors.

Election of the auditors and their remuneration
The AGM decided that PricewaterhouseCoopers Oy continues as the Company’s
auditor. PricewaterhouseCoopers Ltd has notified that Authorised Public
Accountant Mikko Nieminen will act as the 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 of the
Company’s own shares and/or on the acceptance as pledge of the Company’s own
shares as follows:

The amount of own shares to be repurchased and/or accepted as pledge shall not
exceed 5,000,000 shares, which corresponds to approximately 3.9 per cent of the
total number of the company shares. 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 need not be repurchased in proportion to the
shareholdings of the shareholders (directed repurchase).

Own shares may be repurchased and/or accepted as pledge in order to, inter alia,
develop the capital structure of Finnair, to finance or carry out acquisitions,
investments or other business transactions, or in order to use the shares as
part of Finnair’s incentive and remuneration schemes.

The authorisation is effective for a period of 18 months from the resolution of
the General Meeting and it cancels the authorisation given by the General
Meeting on 16 March 2016 to decide on the repurchase and/or acceptance as pledge
of own shares.

Authorising the Board of Directors to decide on the disposal of the company's
own shares

The AGM authorised the Board of Directors to decide on the disposal of own
shares held by the company.

The amount of shares to be disposed based on the authorisation shall not exceed
5,000,000 shares, which corresponds to approximately 3.9 per cent of all the
shares in the company. The Board of Directors decides on all the conditions of
the disposals, including to whom, at what price and in which manner the
company's shares are disposed. The disposals may also be made in deviation from
the shareholders’ pre-emptive rights for a weighty financial reason, such as
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 Finnair’s incentive and remuneration schemes.

The authorisation is effective for a period of 18 months from the resolution of
the General Meeting and cancels the authorisation given by the General Meeting
on 16 March 2016 to decide on the disposal of the company's own shares.

Minutes of the Meeting
The minutes of the AGM will be available on the Company’s
website www.finnairgroup.com as of 31 March 2017.

Helsinki 16 March 2017

Finnair Plc
Communications
Further information:
Finnair communications, tel. +358 9 818 4020, comms(a)finnair.com

Distribution:
Nasdaq Helsinki
Principal media
Finnair is a network airline specialising in passenger and cargo traffic between
Asia and Europe. Helsinki’s geographical location gives Finnair a competitive
advantage, since the fastest connections between many European destinations and
Asian megacities fly over Finland. Finnair’s vision is to offer its passengers a
unique Nordic experience, and its mission is to offer the smoothest, fastest
connections in the northern hemisphere via Helsinki and the best network to the
world from its home markets. Finnair is the only Nordic carrier with a 4-star
Skytrax ranking and a member of the oneworld alliance. In 2016, Finnair’s
revenues amounted to EUR 2,317 million and it had a personnel of 4,940 at the
year-end. Finnair Plc’s shares are quoted on Nasdaq Helsinki.