Finnair Plc                            Stock Exchange Release                          28 February 2025 at 9:00 a.m.

Notice is given to the shareholders of Finnair Plc ("Finnair" or the "Company") to the Annual General Meeting to be held on Thursday 27 March 2025 at 3:00 p.m. (EET) at Clarion Hotel Helsinki Airport at Taivastie 3, 01530 Vantaa, Finland. The reception of persons who have registered for the meeting and the distribution of ballots will commence at 1:30 p.m. (EET) at the meeting venue. Coffee will be served prior to the Annual General Meeting.

Shareholders can exercise their right to vote also by voting in advance. Instructions for voting in advance are presented in this notice under section C. "Instructions for the participants in the general meeting".

Shareholders that are registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the Annual General Meeting will also be able to follow the Annual General Meeting via a live webcast. Shareholders must register for the webcast in advance in accordance with the instructions in section C. "Instructions for the participants in the general meeting" of this notice. Further instructions on how to follow the webcast are also available on the Company's website at investors.finnair.com/en. It is not possible to present questions, make proposals, address the meeting or vote via the webcast. Following the meeting via the webcast is not considered participation in the Annual General Meeting or exercise of shareholder rights.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts including the consolidated annual accounts, the report of the Board of Directors and the auditor's report for the year 2024

Review of the Chief Executive Officer.

The annual accounts, the report of the Board of Directors and the auditor's report will be available on the Company's website at investors.finnair.com/en no later than 6 March 2025. 

7. Adoption of the annual accounts including the consolidated annual accounts

8. Resolution on the use of the profit shown on the balance sheet and on the distribution of dividend and on return of capital

The Board of Directors proposes to the Annual General Meeting that the profit for the financial year be recorded in the Company's retained earnings/losses and that no dividend be distributed. In addition, the Board of Directors proposes to the Annual General Meeting that a return of capital of EUR 0.11 per share be paid to the shareholders.

The return of capital would be paid in two instalments:

• The first instalment of 0.06 euros per share would be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the record date of the first instalment 31 March 2025. The payment date proposed by the Board of Directors for the first instalment is 7 April 2025.
• The second instalment of 0.05 euros per share would be paid in November 2025 to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the record date of the second instalment, which, together with the payment date of the second instalment, shall be decided by the Board of Directors in its meeting scheduled for 28 October 2025.

9. Resolution on the discharge of the persons who have acted as members of the Board of Directors and CEO from liability for the financial year 1 January 2024 - 31 December 2024

10. Handling of the remuneration report for governing bodies

The remuneration report will be available on the Company's website at investors.finnair.com/en no later than 6 March 2025. The Annual General Meeting's resolution on approval of the remuneration report is advisory. 

11. Handling of the amended remuneration policy for governing bodies

The Board of Directors proposes that the Company's remuneration policy for governing bodies, which was last addressed at the Annual General Meeting 17 March 2021, be addressed by the Annual General Meeting. The remuneration policy has been amended so that the CEO's variable pay limit has been increased from 120 percent to 200 percent of the CEO's annual base pay. Additionally, the remuneration policy outlines the principles for compensating the deputy CEO.

The amended remuneration policy will be available on the Company's website at investors.finnair.com/en no later than 6 March 2025. The Annual General Meeting's resolution on the remuneration policy is advisory.

12. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that the following remuneration be paid to the members of the Board of Directors for the next term of office:

1. Annual fees of the Chair, Vice Chair and other members of the Board of Directors:

• Chair EUR 80,000 (2024: EUR 72,000) per year;
• Vice Chair EUR 48,000 (2024: EUR 39,000) per year; and
• Member EUR 40,000 (2024: EUR 35,000) per year.

1. Fixed fees for Committee work:

• Chairs of the Audit Committee and the People and Remuneration Committee are paid EUR 6,000 (2024: EUR 6,000) per year, and the members of the Committees EUR 3,000 (2024: EUR 3,000) per year. Similar fixed fees are paid to the Chairs and members of other permanent Committees possibly established by the Board of Directors.

1. Meeting fees:

• A meeting fee of EUR 800 (2024: EUR 800) is paid to the members of the Board of Directors participating in a Board or Committee meeting when the meeting takes place in the member's country of residence, and EUR 3,200 (2024: EUR 3,200) for other meetings. For remote and telephone meetings, the meeting fee is EUR 800 (2024: EUR 800).

• The members of the Board of Directors are entitled to reimbursement of reasonable travel expenses in accordance with the Company's general expenses policy.

• The members of the Board of Directors and their spouses are entitled to discounted travel on the Company's flights in accordance with the Company's discount ticket policy regarding the Board of Directors.

The fees set out in point 1. above are paid as a combination of shares and cash so that approximately 40% of the fees are used for acquiring the Company's shares for the members of the Board of Directors, and the rest is paid in cash. The Company acquires the shares for the members of the Board of Directors at its cost and pays the share transfer tax, as applicable. The shares are acquired for the members of Board of Directors within two weeks from the publishing of the Company's results for the first quarter of 2025. If the shares cannot be so acquired for a member of the Board of Directors due to a reason attributable to the Company or to the member of the Board of Directors, the shares are acquired later. If it is impractical for administrative or other similar reasons to pay the Board of Directors' annual fees in shares, the fees may be paid fully in cash.

The fees set out in points 2. and 3. above are paid fully in cash.

The Shareholders' Nomination Board's remuneration proposal is part of its long-term program for bringing the Board of Directors' remuneration to market level by 2026.

13. Resolution on the number of members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of the members of the Board of Directors be confirmed as eight (8).

14. Election of the Chair and other members of the Board of Directors

The Shareholders' Nomination Board proposes to the Annual General Meeting that of the current members of Finnair's Board of Directors Jukka Erlund, Hannele Jakosuo-Jansson, Jussi Siitonen and Sanna Suvanto-Harsaae are re-elected, and that Andreas Bierwirth, Nicolas Boutin, Lisa Farrar and Mika Ihamuotila are elected as new members, all for the term of office ending at the end of the next Annual General Meeting. Of the current members of the Board of Directors Tiina Alahuhta-Kasko, Montie Brewer and Henrik Kjellberg have informed that they will not be available for re-election.

The Shareholders' Nomination Board further proposes that Sanna Suvanto-Harsaae be elected as the Chair of the Board of Directors and recommends to the Board of Directors that it elects Mika Ihamuotila as its Vice Chair.

All candidates have given their consent to the position, and they are all independent of the Company and its significant owners.

The biographical details of the members of the Board of Directors proposed for election can be found on the Company's website at investors.finnair.com/en.

15. Resolution on the remuneration of the auditor

In accordance with the Audit Committee's recommendation, the Board of Directors proposes to the Annual General Meeting that the auditor to be elected be paid fees according to the auditor's reasonable invoice.

16. Election of the auditor

In accordance with the Audit Committee's recommendation, the Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab, a firm of authorised public accountants, be re-elected as the auditor of the Company for the term of office ending at the end of the next Annual General Meeting. KPMG Oy Ab has informed that Kirsi Jantunen, APA, would act as the principal auditor.

The recommendation of the Audit Committee is included in the proposal of the Board of Directors available on the Company's website at investors.finnair.com/en.

17. Resolution on the remuneration of the sustainability reporting assurance provider

In accordance with the Audit Committee's recommendation, the Board of Directors proposes to the Annual General Meeting that the sustainability reporting assurance provider to be elected be paid fees according to the sustainability reporting assurance provider's reasonable invoice.

18. Election of the sustainability reporting assurance provider

In accordance with the Audit Committee's recommendation, the Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be elected as the sustainability reporting assurance provider of the Company for the term of office ending at the end of the next Annual General Meeting. KPMG Oy Ab has notified that Kirsi Jantunen, Authorised Sustainability Auditor, would act as the key sustainability partner.

The election of KPMG Oy Ab as the sustainability reporting assurance provider of the Company is conditional on KPMG Oy Ab being elected as the Company's auditor.

19. Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to decide on the repurchase and/or on the acceptance as pledge of the Company's own shares as follows.

The number of own shares to be repurchased and/or accepted as pledge shall not exceed 7,300,000 shares, which corresponds to approximately 3.6 per cent of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

Own shares may be repurchased and/or accepted as pledge based on the authorisation in order to, inter alia, develop the capital structure of the Company, to finance or carry out potential acquisitions, investments or other business transactions, or in order to use the shares as part of the Company's incentive and remuneration schemes.

The authorisation is effective for a period of 18 months from the resolution of the Annual General Meeting and cancels the authorisation given by the Annual General Meeting on 18 March 2024 to decide on the repurchase and/or acceptance as pledge of own shares.

20. Authorising the Board of Directors to decide on the issuance of shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to decide on the issuance of shares as follows.

The number of shares to be issued based on the authorisation shall not exceed 1,200,000 shares, which corresponds to approximately 0.6 per cent of all the shares in the Company.

The Board of Directors decides on all the conditions of the issuance of shares, including to whom, at what price and in which manner the shares are issued. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares and share issues made with or without payment. The issuance may also be carried out in deviation from the shareholders' pre-emptive rights (directed issue), e.g. for using the shares to develop the Company's capital structure, to finance or carry out potential acquisitions, investments or other business transactions, or in order to use the shares as part of the Company's incentive and remuneration schemes.

The authorisation is effective for a period of 18 months from the resolution of the Annual General Meeting and cancels the authorisation given by the Annual General Meeting on 18 March 2024 to decide on the issuance of shares.

21. Authorising the Board of Directors to decide on donations for public-benefit purposes

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorised to decide on donations up to an aggregate maximum of EUR 250,000 for public-benefit or corresponding purposes and that the Board of Directors be authorised to determine the recipients, purposes and other terms and conditions of the donations. The donations can be made in one or multiple instalments. The authorisation is effective until the next Annual General Meeting, and it does not limit the possibility under § 2 of the Company's Articles of Association to additionally engage in, or support, activities that are aimed at ensuring the acceptability, and thereby the long-term profitability, of the Company's business by increasing the positive effects and reducing the negative effects of its business on the environment and society.

22. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The proposals for the decisions on the matters on the agenda of the Annual General Meeting as well as this notice to the Annual General Meeting are available on the Company's website at investors.finnair.com/en. The annual accounts, the report of the Board of Directors, the auditor's report, the remuneration report and the amended remuneration policy of Finnair will be available on the above-mentioned website no later than 6 March 2025. The proposals for decisions and other above-mentioned documents are also available at the Annual General Meeting. The minutes of the meeting will be available on the above-mentioned website as from 10 April 2025 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholder registered in the shareholders' register

Each shareholder, that on the record date of the Annual General Meeting, Monday 17 March 2025, is registered in the shareholders' register of the Company held by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. Shareholders, whose shares are registered on their personal Finnish book-entry accounts (including equity savings account), are registered in the shareholders' register of the Company.

The registration period for the Annual General Meeting commences on 28 February 2025 at 10:00 a.m. (EET). A shareholder that is registered in the shareholders' register of the Company and that wants to participate in the Annual General Meeting, shall register for the meeting no later than by 20 March 2025 by 4:00 p.m. (EET), by which time the notice of participation must be received.

Such notice can be given in the following ways:

1. on Finnair's website at investors.finnair.com/en

Electronic registration requires strong electronic authentication of the shareholder or the shareholder's proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

1. by regular mail or email

A notice of participation may be sent by regular mail addressed to Innovatics Oy, Yhtiökokous/Finnair Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email addressed to agm@innovatics.fi.

In connection with the registration, requested information must be provided, such as the name, date of birth or business ID, address, telephone number and/or email address of the shareholder, and the name and the date of birth as well as telephone number and/or email address of a possible authorised proxy representative, legal representative or assistant. The personal data given to Finnair or Innovatics Oy is used only in connection with the Annual General Meeting and with the processing of related registrations. Shareholders registering for the Annual General Meeting by regular mail or email are recommended to use the registration and advance voting form available on the Company's website at investors.finnair.com/en for the registration and possible advance voting (information regarding advance voting is only required if the shareholder intends to vote in advance).

A shareholder, their possible authorised proxy representative or legal representative must be able to prove their identity and/or right of representation at the Annual General Meeting upon request.

Further information on registration and advance voting is available by telephone during the registration period for the Annual General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 noon and from 1:00 p.m. to 4:00 p.m. (EET).

2. Holders of nominee-registered shares

Holders of nominee-registered shares have the right to participate in the Annual General Meeting by virtue of such shares, based on which they on the record date of the Annual General Meeting, Monday 17 March 2025, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Annual General Meeting requires, in addition, that the shareholder has been temporarily registered in the shareholders' register of the Company held by Euroclear Finland Oy at the latest on Monday 24 March 2025 by 10:00 a.m. (EET) on the basis of such shares. As regards nominee-registered shares, this constitutes valid registration for the Annual General Meeting.

Holders of nominee-registered shares are advised to request without delay the necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy authorisation documents and voting instructions and registration for the Annual General Meeting from their custodian. The account manager of the custodian has to temporarily register a holder of nominee-registered shares, that wants to participate in the Annual General Meeting, into the shareholders' register of the Company at the latest by the time stated above, and, if necessary, take care of advance voting on behalf of a holder of nominee-registered shares prior to the end of the registration period concerning holders of nominee-registered shares, i.e. by Monday 24 March 2025 by 10:00 a.m. (EET) at the latest. For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the Annual General Meeting on the Company's website, but they must be registered by their custodians instead.

Further information on the matter is also available on the Company's website at investors.finnair.com/en.

3. Proxy representatives and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their rights at the meeting by way of proxy representation. A shareholder's proxy representative may also vote in advance as described in this notice. If proxy representatives register electronically, such proxy representatives must personally identify themselves through strong electronic authentication in the electronic registration service, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.

Proxy representatives of shareholders shall produce a dated proxy authorisation document or otherwise in a reliable manner demonstrate their right to represent a shareholder at the Annual General Meeting.

When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

A template for proxy authorisation document is available on the Company's website at investors.finnair.com/en. Possible proxy authorisation documents are requested to be delivered primarily as attachments in connection with the electronic registration or alternatively by email to agm@innovatics.fi or as originals by regular mail to Innovatics Oy, Yhtiökokous/Finnair Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland before the end of the registration period. In addition to the delivery of proxy authorisation documents, shareholders or their proxy representatives shall register for the Annual General Meeting and, if necessary, vote in advance as described in this notice.

Shareholders may also, as an alternative to traditional proxy authorisation documents, use the electronic Suomi.fi authorisation service for authorising their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic "Representation at the General Meeting"). In the general meeting service, authorised representatives shall identify themselves through strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.

4. Voting in advance

Shareholders, whose shares are registered on their Finnish book-entry accounts (including equity savings account) may vote in advance on certain items on the agenda of the Annual General Meeting during the period between 28 February 2025 at 10:00 a.m. (EET) - 20 March 2025 at 4:00 p.m. (EET).

Advance voting can be done as follows:

1. on Finnair's website at investors.finnair.com/en

Electronic advance voting requires strong electronic authentication of the shareholder or the shareholder's proxy representative or legal representative with a Finnish, Swedish or Danish bank ID or mobile certificate.

1. by regular mail or email

A shareholder may submit the registration and advance voting form available on the Company's website or corresponding information to Innovatics Oy, Yhtiökokous/Finnair Oyj, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email addressed to agm@innovatics.fi.

If a shareholder participates in the Annual General Meeting by submitting votes in advance to Innovatics Oy before the deadline for registration and advance voting, the submission of votes constitutes due registration for the Annual General Meeting provided that it contains the information required for registration, as mentioned above in section C.1.

Shareholders that have voted in advance that wish to exercise their other shareholder's rights under the Finnish Companies Act, such as the right to present questions, make proposals for resolutions, demand a vote or to vote on other possible proposals at the Annual General Meeting, must participate in the Annual General Meeting at the meeting venue in person or by way of proxy representation.

For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast advance votes on behalf of the holders of nominee-registered shares that they represent in accordance with the voting instructions provided by the holders of nominee-registered shares during the registration period for the nominee-registered shares.

A proposal subject to advance voting is considered to have been presented without amendments at the Annual General Meeting. Conditions related to the electronic advance voting and other related instructions are available on the Company's website at investors.finnair.com/en.

5. Other information

The meeting language of the Annual General Meeting will be Finnish. There will be simultaneous interpretation into English at the meeting.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder that is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

The information concerning the Annual General Meeting required under the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company's website at investors.finnair.com/en.

Changes in shareholding occurring after the record date of the Annual General Meeting will not affect the right to participate in the Annual General Meeting or the number of votes of such shareholder at the meeting.

Shareholders have the possibility to follow the Annual General Meeting also via a webcast. Following the meeting via the webcast requires registration for the Annual General Meeting in accordance with section C.1 of this notice, either through the electronic registration service, regular mail or email. The video connection link and password to follow the meeting via the live webcast will be sent by email and/or text message to the email address and/or mobile phone number provided in connection with the registration on the day before the Annual General Meeting.

Following the Annual General Meeting via the live webcast will be possible only to shareholders that are registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the Annual General Meeting and that have registered for the meeting or for following the meeting via the webcast within the registration period. A shareholder following the Annual General Meeting via the webcast is not considered to have participated in the meeting. Only shareholders that have voted in advance or that participate in the meeting at the meeting venue in person or by way of proxy representation are considered as participants in the meeting.

On the date of this notice to the Annual General Meeting, 28 February 2025, the total number of shares and votes in Finnair is 204,811,392. The Company or its subsidiaries hold 256,284 of the Company's own shares, which do not carry voting rights at the Annual General Meeting.

Clarion Hotel Helsinki Airport (Taivastie 3, 01530 Vantaa) is located opposite the Helsinki-Vantaa Airport terminal. There is a passage on the first floor of the arrival hall connecting the terminal and the hotel. Participants can use the airport parking halls for an additional fee, with P1 and P2 parking garages being the closest to the meeting venue.

In Helsinki, 28 February 2025

FINNAIR PLC

BOARD OF DIRECTORS