Listing prospectus for Finnair's EUR 200 million capital securities available; listing application submitted

Finnair Plc                   Stock Exchange Release                  4 September 2020 at 10.30 a.m. EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Finnair Plc (the “Company”) announced on 27 August 2020 its decision to issue a hybrid bond of EUR 200 million (the “Hybrid Bond”). The Hybrid Bond was issued on 3 September 2020.

The Finnish Financial Supervisory Authority has today approved the listing prospectus of the Hybrid Bond (the “Prospectus”). The Prospectus is available in English on the Company's website at https://investors.finnair.com/en/.

The Company has today submitted an application for the Hybrid Bond to be admitted to trading on the official list of Nasdaq Helsinki Ltd. Trading on the Hybrid Bond is expected to commence on or about 8 September 2020 under the trading code “FIASJ1025023”. The proceeds from the Hybrid Bond will be used for the financing of the redemption of the Company’s existing capital securities.

Citigroup Global Markets Limited, Nordea Bank Abp and OP Corporate Bank plc acted as Joint Lead Managers for the issue of the Hybrid Bond (the “Joint Lead Managers”).

FINNAIR PLC

Further information:

Finnair communications, 358 9 818 4020, comms@finnair.com

Distribution:

NASDAQ OMX Helsinki

Principal media

Finnair is a modern premium 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 is the only Nordic network carrier with a 4-star Skytrax ranking and a member of the oneworld alliance. In 2019, Finnair’s revenues amounted to EUR 3,098 million and it carried over 14.7 million passengers. 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 Finnair. The distribution of this release and the related material concerning the issuance of the Hybrid Bond may, in certain jurisdictions, be restricted by law. No actions have been taken to register or qualify the Hybrid Bond, or otherwise to permit a public offering of the Hybrid Bond, in any jurisdiction. Any offering material or documentation related to the Hybrid Bond may be received only in compliance with applicable exemptions or restrictions. Persons into whose possession this release or any such offering material or documentation may come are required to inform themselves of and observe all such restrictions. This release and any such offering 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 offering material or documentation may not be distributed in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or any other jurisdiction in which it would not be permissible to offer the Hybrid Bond and this release and any related material concerning the issuance of the Hybrid Bond may not be sent to any person in the before mentioned jurisdictions. The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell any of Finnair's securities, including the Hybrid Bond, to any person in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful. Neither Finnair nor the Joint Lead Managers, or their representatives accept any legal responsibility for any violation by any person, whether or not the persons contemplating investing in or divesting Finnair's securities, including the Hybrid Bond, are aware of such restrictions.

The Hybrid Bond has not been and will not be registered under the U.S. Securities Act of 1933 (as amended, the “U.S. Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. The Hybrid Bond 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 are 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.

The information provided in this release and any offer materials relating to the Hybrid Bond 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 document or any of its contents.