Finnair Board of Directors has approved as a part of Finnair’s existing long-term incentive arrangement a performance share plan for 2015-2017


Finnair Plc      Stock Exchange Release     17 December 2014 at 09:20 EET

Finnair Board of Directors has approved as a part of existing long-term
incentive arrangement a performance share plan, covering years 2015–2017, for
the key personnel of the Finnair Group. The share plan is a part of Finnair’s
long-term share-based incentive arrangement that Finnair Board of Directors
approved in 2013, and which consists of annually commencing individual plans.
The purpose of the share plan is to encourage the management to work to increase
long-term shareholder value and also to commit the management to the company.

The participants have the opportunity to earn Finnair shares as a long-term
incentive reward, if the performance targets set by the Board of Directors are
achieved. The performance criteria applied to the 2015–2017 plan is ROCE (Return
on Capital Employed) and TSR (total shareholder return). The number of employees
eligible to participate in the plan is approximately 60 persons.

If the targets set for the plan for years 2015–2017 are met, the estimated total
value of the shares to be paid on the basis of this plan would be 1.6 million
euros, corresponding to approximately 630,000 Finnair shares based on current
share price (gross before the payroll tax withholding). If the maximum targets
are met, the estimated total value of shares to be paid would be approximately
3.2 million euros corresponding to approximately 1,270,000 Finnair shares (gross
before the payroll tax withholding).

The potential reward shares will be delivered to members of Finnair’s Executive
Board in three share tranches and for other participants in two tranches during
the three or two years following the performance period, i.e. in years
2018–2020.  The maximum value of shares delivered to an individual participant
based on the share plan in any given year may not exceed 60 % of the employee’s
annual base salary.

The three-year performance period of the 2015–2017 share plan will be followed
by a restriction period, during which the participant may not sell or transfer
the shares received as a reward. The restriction period is three years for the
members of Finnair's Executive Board and one year for other participants. In
addition, the members of Finnair’s Executive Board are required to accumulate
and once achieved, to maintain a share ownership in Finnair corresponding to
his/her annual base salary as long as he/she holds a position as a member of
Finnair's Executive Board.

No new shares will be issued in connection with the share-based incentive plans
and therefore the arrangement will have no diluting effect. Long term incentive
arrangement approved in 2013 as well as new plan, covering years 2015-2017, are
in line with guidelines issued by Cabinet Committee on Economic Policy. Finnair
used PCA Corporate Finance as an advisor in the planning of this incentive plan
Further information:
Finnair communications, tel. +358 9 818 4020, comms(a)finnair.com

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