Finnair Board of Directors decided on new periods in the employee share plan and the long-term incentive scheme for key personnel


Finnair Plc                  Stock Exchange Release                 10 February
2016 at 09.50 am. EET

Employee share plan

The Board of Directors of Finnair Plc has decided to launch a new 12-month
savings period under the Employee Share Plan. The purpose of the plan introduced
in 2013 is to encourage the employees to become shareholders in the company, to
provide long-term rewards through potential share price appreciation and thereby
strengthen the employees’ interest in the development of Finnair’s shareholder
value.

Participation in the share savings plan is voluntary. The decided 12 month
savings period will commence on 1 July 2016. Potential future savings periods
are subject to separate Board decisions.

The eligible Finnair employees are offered the opportunity to invest part of
their base salary in Finnair shares through the plan. Finnair awards each
participant one Matching Share for each two purchased shares after a holding
period of approximately two years. The awarded shares are taxable income for the
recipient.

To increase the attractiveness of the plan, each employee participating in the
plan for the first time in this savings period will additionally be awarded 20
bonus shares in October 2016, provided that employee participates at least in
the first three months of the plan. The plan will be offered to approximately
4,500 Finnair employees in Finland. The maximum monthly savings are eight per
cent and the minimum are two per cent of each participant's gross base salary
during one month. The maximum annual savings amount is 8,000 euros per
participant. The total amount of all savings in 2016–2017 may not exceed 7.5
euros million, which equals to approximately 1.6 million shares, using the 9
February 2016 closing share price of 4.70 euros.

Shares will be purchased with the accumulated savings at the market price
quarterly, after the publication dates of the Finnair's interim results. Any
dividends paid on purchased shares during the commencing savings period will be
reinvested into additional shares on the following purchase date. These shares
will have equal rights to Matching Shares.

Finnair has used Alexander Corporate Finance Oy as advisor in designing the
plan. Evli Alexander Management Oy serves as Plan administrator.

Performance-based incentive plan for key personnel

Finnair Board of Directors has also approved, as a part of existing long-term
incentive arrangement, a performance share plan covering years 2016–2018 for the
key personnel of 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, 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 2016–2018 plan are 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 2016–2018 are met, the estimated total
value of the shares to be paid on the basis of this plan would be 1.7 million
euros, corresponding to approximately 360,000 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
3.3 million euros corresponding to approximately 710,000 Finnair shares (gross
before the payroll tax withholding).

The potential reward shares will be delivered to the 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 2019–2021. 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 2016–2018 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. The long-term
incentive arrangement approved in 2013 as well as the new plan, covering years
2016–2018, are in line with guidelines issued by Cabinet Committee on Economic
Policy. Finnair used PCA Corporate Finance as an advisor in designing the
incentive plan

FINNAIR PLC

Communications
Further information:
Finnair communications, tel. +358 9 818 4020, comms(a)finnair.com

Distribution:
Nasdaq Helsinki
Principal media
Finnair is a 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’s vision is to offer its passengers a
unique Nordic experience, and its mission is to offer the smoothest, fastest
connections in the northern hemisphere via Helsinki and the best network to the
world from its home markets. Finnair is the only Nordic carrier with a 4-star
Skytrax ranking and a member of the oneworld alliance. In 2015, Finnair’s
revenues amounted to EUR 2,324 million and it had a personnel of 4,800 at the
year-end. Finnair Plc’s shares are quoted on Nasdaq Helsinki.