The Finnish Financial Supervisory Authority has approved Finnair's rights offering prospectus

Finnair Plc                      Stock Exchange Release                 30 October 2023 at 8.00 p.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Finnair Plc (“Finnair” or the “Company”) announced through a stock exchange release on 27 October 2023 a resolution by the Company's Board of Directors on a fully underwritten rights offering of approximately EUR 570 million (the “Offering”) as well as the terms and conditions of the Offering. In the Offering, the Company will offer for subscription, based on pre-emptive rights for existing shareholders, a maximum of 19,012,413,069 new shares (the “Offer Shares”) based on the authorisation granted by the Extraordinary General Meeting of the Company held on 27 October 2023.

The Finnish Financial Supervisory Authority has today on 30 October 2023 approved the Finnish language prospectus (the “Finnish Prospectus”) prepared in relation to the Offering.

The Finnish Prospectus and the English language translation of the Finnish Prospectus that contains a Swedish language translation of the summary, and the documents incorporated therein by reference (together, the “Offering Documents”), will be available on or about 31 October 2023 at the website of the Company at www.finnair.com/osakeanti and at the registered office of the Company at Tietotie 9, FI‐01530 Vantaa, Finland. In addition, the Offering Documents will be available on or about 31 October 2023 on the website of Nordea at www.nordea.fi/finnair.

The English language offering circular and the documents incorporated therein by reference will be available on or about 31 October 2023 on the website of the Company at www.finnair.com/rightsissue.

The subscription period for the Offer Shares commences on 3 November 2023 at 9.30 a.m. Finnish time and ends on 17 November 2023 at 4.30 p.m. Finnish time. The Subscription Rights are freely transferable, and they are expected to be subject to trading on Nasdaq Helsinki Ltd between 3 November 2023 and 13 November 2023.

Deutsche Bank Aktiengesellschaft and Nordea Bank Abp act as the joint global coordinators, lead managers and underwriters of the Offering (together, the “Joint Global Coordinators”). Roschier, Attorneys Ltd. acts as the Company’s legal adviser and White & Case LLP acts as the Joint Global Coordinators’ legal adviser in the Offering.

FINNAIR PLC

Further information:

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

Distribution:

NASDAQ OMX Helsinki

Principal media

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the share issue in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada or Japan. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such aforementioned jurisdiction. This release is not directed to, and is not intended for distribution to or use by, any person or entity that is a citizen, resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland and Sweden, and in the United Kingdom, this release is only addressed to and is only directed to “qualified investors” in that Member State or in the United Kingdom within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and, as the case may be, Article 2(e) of the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

This release is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus Regulation and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.

No part of this release, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. The information contained in this release has not been independently verified. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The Company or any of its respective affiliates, advisors or representatives or any other person, shall have no liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

The Joint Global Coordinators are acting exclusively for the Company and no one else in connection with the rights issue. They will not regard any other person as their respective client in relation to the rights issue. The Joint Global Coordinators will not be responsible to anyone other than the Company for providing the duties afforded to their respective clients, nor for giving advice in relation to the rights issue or any transaction or arrangement referred to herein.

This release includes “forward-looking statements.” These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transaction identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. The Company or any of its affiliates, advisors, representatives or any other person undertakes no obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.

Finnair is a network airline, specialising in connecting passenger and cargo traffic between Asia, North America and Europe. Finnair is one of the oldest operating airlines in the world, celebrating its centenary in 2023. 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.