Finnair announces tender offer results

Finnair Plc            Stock Exchange Release            22 May 2024 at 5:30 p.m. EEST

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Finnair Plc (the “Company”) announces today the results of the invitation to the holders of its 4.250 per cent, unrated notes due 19 May 2025 with an initial nominal amount of EUR 400 million (ISIN: FI4000507132) (the “Notes”) (the "Noteholders") to tender the Notes for cash on the terms and conditions set out in the tender offer memorandum dated 14 May 2024 (the “Tender Offer Memorandum”) (the “Tender Offer”).

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.

Results of the Tender Offer

The expiration deadline for the Tender Offer was 4:00 p.m. (EEST) on 22 May 2024. As at the expiration deadline, the aggregate principal amount of Notes validly tendered by the Noteholders for purchase pursuant to the Tender Offer was EUR 320,126,000.

Subject to satisfaction of the New Issue Condition, the Company will accept for purchase all such tenders of Notes pursuant to the terms of the Tender Offer Memorandum.

The purchase price of the Notes is EUR 1,005 per EUR 1,000 in principal amount of the Notes. Accrued and unpaid interest will be paid in respect of all Notes accepted for purchase. The settlement date for the Tender Offer is 24 May 2024. All the Notes purchased by the Company will be cancelled. The Notes not purchased pursuant to the Tender Offer will remain outstanding.

The following table sets forth certain information relating to the Tender Offer:

Additional information may be obtained from the Dealer Managers and the Tender Agent.

Dealer Managers:

Danske Bank A/S

Telephone: +45 33 64 88 51

Attention: Debt Capital Markets

Email: liabilitymanagement@danskebank.dk

Nordea Bank Abp

Telephone: +45 6136 0379

Attention: Nordea Liability Management

Email: NordeaLiabilityManagement@nordea.com

For further information:

Mikko Hepokari, Group Treasurer, tel. +358 40 745 4292, mikko.hepokari@finnair.com

Kristian Pullola, CFO, tel. +358 9 818 4960, kristian.pullola@finnair.com

FINNAIR PLC

Distribution:

NASDAQ OMX Helsinki

Principal media

Finnair is a network airline, specialising in connecting passenger and cargo traffic between Asia, the Middle East, North America and Europe. Finnair is the only airline with year-round direct flights to Lapland. 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 13 times in a row. Finnair is a member of the oneworld alliance. Finnair Plc’s shares are quoted on the Nasdaq Helsinki stock exchange.

Disclaimer

This release is for information purposes only and is not to be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell with respect to any securities of the Company. The distribution of this release and the related material concerning the Tender Offer may, in certain jurisdictions, be restricted by law. Persons resident outside of Finland may receive this release and the related material concerning the Tender Offer only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such material or documentation may not be distributed or published in any country or jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction or would require actions under the laws of a state or jurisdiction. In particular, this release and any such material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. None of the Company, the Dealer Managers or the Tender Agent or any of their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting the Company's securities, are aware of these restrictions or not. Please refer to the Tender Offer Memorandum for a full description of such restrictions.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), the securities laws of any state of the United States or other jurisdiction. Any securities referred to herein may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for the account or benefit of, U.S. Persons (as such terms is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws.

The information provided in this release and any related materials relating to any securities referred to herein is addressed to and directed only at persons in the United Kingdom in circumstances where provisions of section 21(1) of the Financial Services and Markets Act 2000, as amended, do not apply and are solely directed at persons in the United Kingdom who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) persons falling within Article 49(2)(a) to (d) of the Order, or other persons to whom they may be lawfully communicated (all such persons together being referred to as “relevant persons”). This release is directed only at relevant persons and any person who is not a relevant person must not act or rely on this release or any of its contents.