Proposal of the Shareholders' Nomination Board on the composition and remuneration of the Board of Directors of Finnair Plc

Finnair Plc         Stock Exchange Release           25 January 2017 at 3:15 pm EET

The Shareholders' Nomination Board proposes to Finnair Plc's Annual General Meeting (AGM) to be held on 16 March 2017 that the number of members of the Board of Directors would be confirmed as seven.

Proposal on the composition of Board of Directors

The Shareholders' Nomination Board proposes that Maija-Liisa Friman, Jouko Karvinen, Jussi Itävuori and Jaana Tuominen be re-elected as members of the Board of Directors, and that Colm Barrington, Mengmeng Du and Jonas Mårtensson be elected as new members to the Board of Directors. All candidates have given their consent to the position, and all are independent of the company and its significant owners. The current members leaving the Board of Directors, Klaus Heinemann, Gunvor Kronman and Nigel Turner, have informed the nomination board that they will not be available in the election of the Board of Directors in the next Annual General Meeting

Colm Barrington (b. 1946, MA (Econ), Irish citizen) has been the CEO of FLY Leasing Ltd, a NYSE listed aircraft leasing company, since 2007. Mr Barrington has over 40 years of management experience in the aviation industry including with the former Irish flag carrier Aer Lingus plc and with the aircraft leasing companies GPA Group plc, GE Capital Aviation Services and BBAM LLC. Mr Barrington recently retired as the Chairman of the Board of Directors of Aer Lingus plc, following the sale of Aer Lingus to International Airlines Consolidated Group. Mr Barrington is a non executive member of the Board of Directors of IFG Group plc and of Hibernia REIT plc.

Mengmeng Du (b. 1980, MSc (Econ), MSc (Computer Science), Swedish citizen) has held management positions in several digital startups since 2008, including COO at Acast, a podcast platform, various Director-level roles within Operations, Marketing and International Growth at Spotify, and VP Product Development at Stardoll. Currently, Mrs Du is a co-founder of GetGeek, an IT support startup, and a digital advisor through her firm Mimion. She is a member of the Board of Directors of Skandia and Netonnet Group and a member of the Swedish National Innovation Council.

Jonas Mårtensson (b. 1977, MSc Business Admin (Business Development), MSc Business Admin (Entrepreneurship), Swedish citizen) is CEO of Mojang, a videogame development company, since 2014 and was its Vice President between 2013 and 2014. Previously, Mr Mårtensson held various management positions at Betsson, an online betting and gaming company, and managed startups in entertainment, social networking and finance. Mr Mårtensson was one of the founders of Happy Socks.

The biographical details of all proposed board members can be found at the Finnair website.

The Nomination Board further proposes that Mr Jouko Karvinen be elected as Chairman of the Board. He has been a member and Vice Chairman of the Board since 2016.

Proposal on Board of Directors’ remuneration

The Nomination Board proposes to the AGM that the annual remunerations of the members of the Board of Directors would remain unchanged and be the following:

- 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

- Other members 30,000 euros per year

The Nomination Board proposes to the AGM that each member’s fee for a meeting of the Board of Directors or its Committee would 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 would be 600 euros.

The members would be entitled to reimbursement of reasonable travel and representation expenses in accordance with the company’s general expenses policy.

The members and their spouses would be entitled to discounted travel on the company’s flights in accordance with the company’s discount ticket policy regarding the Board of Directors.

The Nomination Board

The Shareholders' Nomination Board consists of the representatives of the three largest shareholders of Finnair as at 1 September 2016, namely Eero Heliövaara, Director General of the Government Ownership Steering Department, Prime Minister's Office (Chairman); Robin Backman, Portfolio Manager, KEVA; and Reima Rytsölä, EVP Investments, Varma. In addition, the Shareholders' Nomination Board includes Klaus Heinemann, Chairman of Finnair's Board of Directors.

The above proposals will be included in the forthcoming invitation to the AGM.

For further information, please contact:

Eero Heliövaara, Director General of the Government Ownership Steering Department, Prime Minister's Office, tel. +358 029 5160 150.

Finnair Plc
Communications

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Nasdaq Helsinki
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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 2015, Finnair’s revenues amounted to EUR 2,255 million and it had a personnel of 4,800 at the year-end. Finnair Plc’s shares are quoted on Nasdaq Helsinki.