Finnair and Flybe have entered into a conditional share sale agreement of Flybe Nordic - flights will continue normally


Finnair Plc         Stock Exchange Release          12 November
2014                    at 9.00 am EET

Flybe and Finnair have agreed to restructure the ownership of their jointly
owned Flybe Nordic venture, and Flybe has agreed to sell the shares that it
holds in Flybe Nordic to a potential new majority shareholder or to Finnair for
the price of one euro. The sale of the shares is conditional only upon approval
being received from the competition authorities.

Flybe Nordic owns fully the Finnish subsidiary Flybe Finland, which is in charge
of Finnair’s regional airline operations. Consequently, Finnair is now mapping
alternatives to continue Flybe Finland's regional flying with a cost-effective
business model and new ownership structure for Flybe Nordic. These alternatives
include a potential new majority shareholder for Flybe Nordic.

Finnair and Flybe began their cooperation in 2011 when they founded the Flybe
Nordic joint venture, of which Flybe owns 60 per cent and Finnair 40 per cent.

The companies have already for some time discussed the restructuring and cost
saving strategy for Flybe Finland. The companies have not been able to arrive at
a common understanding to resolve profitability issues. Flybe and Finnair
accordingly have signed an agreement under which it is intended that Flybe will
exit Flybe Nordic by the end of 2014, subject to approval being received from
competition authorities.

The operations and flights of Flybe Finland will continue normally.

“The financial performance of our joint venture has not developed according to
the expectations of its shareholders. We haven’t been able to arrive at a common
view to resolve the profitability issues, and therefore the companies have
agreed to discontinue the cooperation. Finnair aims to find a new majority
shareholder and a business model that would enable the development of regional
flying in a financially sustainable way,” says Pekka Vauramo, Finnair CEO.

Flybe Finland currently operates to a number of domestic and European
destinations from Helsinki on behalf of Finnair on a contract-flying basis. In
addition, Flybe Finland operates to five domestic destinations as well as Tartu,
Estonia and Norrköping, Sweden at its own commercial risk.

Flybe Finland started operating code share flights in August 2011 with ATR 72
aircraft and two Embraer 170s. On 28 October 2012, the cooperation was expanded
to cover European flights with Embraer 190 aircraft as contracted flying, after
which Flybe Finland has operated a third of Finnair’s European traffic.

Finnair’s balance sheet includes a 9.9 million euro subordinated loan issued to
Flybe Finland in 2011. Finnair has written down the value of its Flybe Nordic AB
shares following the realized losses of Flybe Finland.

Finnair also has advance payment and other operational receivables from Flybe
Finland. Due to Flybe Finland’s ownership change and the need to restructure its
operations, it is possible that a part of these receivables cannot be collected.
Finnair is also considering giving working capital financing to Flybe Finland.
Finnair estimates that the resulting financial impacts will not exceed -20
million euros. The exact overall impact will be communicated when the ownership
structure is defined.

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

Distribution:
NASDAQ OMX Helsinki
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