30. Share Option Scheme For Key Personnel

Finnair Plc year 2000 option scheme

The Annual General Meeting on 24 August 2000 approved the proposal by the Board of Directors to issue share option rights for key personnel of the Finnair Group. The share option rights are intended to form part of the incentive programme for the personnel of Finnair Group. The number of the option rights issued is 4,000,000. Of the option rights 2,000,000 are marked with the letter A and 2,000,000 with the letter B. The option rights entitle to subscribe for a maximum of 4,000,000 shares in Finnair Plc.

The share subscription price in case of option rights A is the trade volume weighted average quotation of the Finnair Plc share in the Helsinki Exchanges between 1 July and 31 August 2000, with an addition of twenty (20) per cent, this is 5.19 euros and in case of option B the trade volume weighted average quotation of the Finnair Plc share in the Helsinki Exchanges between 1 July and 31 August 2001, with an addition of fifteen (15) per cent, this is 5.48 euros. From the share subscription price is deducted, as per each date when the relevant dividend is available for payment, the amount of dividend distributed after the beginning of the period for determination of the subscription price but before the date of the share subscription. The share subscription price 31 December 2004 for option rights A is 4.22 euros and option rights B 5.16 euros.

The subscription period began gradually on 1 May 2003 and 1 May 2004 and it shall end for all warrants on 31 August 2006. The maximum increase in Finnair Plc share capital is 3,400,000 euros. The social security provisions for the share option scheme have been made.

Finnair Plc 2004 share-based incentive plan

Finnair Group introduced share-based rewarding of key personnel through an option scheme in 2000. When it became apparent in 2004 that continuation of an option scheme in state interest companies was no longer possible, a share-based incentive plan geared at direct ownership of shares was designed for the Group's key personnel.

The Board of Directors of Finnair Plc approved the share-based incentive plan on 18 June 2004. In the share-based incentive plan key personnel have the opportunity to receive company shares as a reward for three one year earnings periods depending on whether targets set for the earnings period have been met.

The Board of Directors sets the targets for each earnings period annually. The targets will be set on the basis of the economic and/or operational development of the Finnair Group. Meeting the targets set for the earnings period will determine how much of the maximum reward will be paid out.

Reward for the 2004 earning period will be paid out if the Finnair Group's Earnings per Share (EPS) is over 0.10 euros and on Return on Capital Employed (ROCE) is over 3.5%. The reward will be paid in full if the EPS is at least 0.60 euros and the ROCE at least 8.5%. Between these two values the reward will be determined in a linear fashion.

Targets set for 2004 do not meet those of the company in the long run. The 2004 criteria take into consideration the special circumstances of the industry.