FINNAIR PLC'S CHARTER OF THE BOARD OF DIRECTORS

1. General

This Charter is based on the Companies Act, the company's Articles of Association and Helsinki Stock Exchange Corporate Governance Recommendation.

2. The status of the Board pursuant to the Articles of Association

The administrative bodies of the Company are the Board of Directors (the "Board") and the Chief Executive Officer.

The Board consists of the Chair and of a minimum of four and a maximum of seven other members. (3 §) The Chair and the members of the Board are elected by the Annual Shareholders' Meeting, which also decides on their remunerations. The term of office ends at the closing of the first Annual Shareholders' Meeting following the election of the Board. The Board elects a vice-Chair among its members. (4 §)

The Board shall have a quorum with the participation of a majority of the Board Members in office. (5 §)

The Company is represented singly by the Chair, the Chief Executive Officer and the Deputy Chief Executive Officer, jointly by two members of the Board, and by persons whom the Board has authorised to represent the Company jointly with a member of the Board or with another person authorised to represent the Company.

The Board may also grant procurations. (6§)

3. The duties of the Board

General
The Board represents all of the shareholders of the Company and strives to advance their interests and those of the Company. The Board is responsible for the administration of the Company and for arranging the operations of the Company in an adequate manner. The Board's shall ensure that the controls regarding the Company's accounting and managing of funds and other assets, and other risk management are adequately arranged.

In particular, the Board's duties and tasks include:

1) to ensure that the Company is managed according to sound business principles and that the reporting, controls and risk management are adequate;

2) to attend to such administrative matters that have not been entrusted to the Chief Executive Officer;

3) to determine the Chief Executive Officer's mandate for short-term borrowing, and to decide upon long-term borrowing and to decide upon investments in aircraft or in other material fixed assets or upon acquisition of equity interests in other entities, which alone, or when aggregated with other investments or acquisitions in or of the same or similar assets or entities exceeds the Chief Executive Officer's mandate as set out in the Group's Investment Guidelines from time to time;

4) to appoint and dismiss the Chief Executive Officer and the Deputy Chief Executive Officer and to determine their compensations and other material terms of their contracts;

5) after consultation with the Chief Executive Officer to appoint and dismiss the executive officers of the Company and to determine their compensations;

6) to propose to the Shareholders' Meeting the matters that shall be decided upon by the Shareholders, excluding proposal for the composition of the Board;

7) to establish the organisational structure at the group's executive level;

8) to approve the Company's strategy and to oversee its implementation;

9) to approve the group's annual business plan and budget and to oversee the performance of the same;

10) to establish the principles in respect of the group's personnel policies and of the hiring and compensation of the management;

11) to approve the Group's Investment Guidelines;

12) to decide upon establishing subsidiary companies and upon material changes affecting the same, and upon disposal of property or other material fixed assets, to the corresponding extent that investments in such fixed assets would be decided upon by the Board, as well as upon mortgaging of property and aircraft as security for payment of loan, and to decide upon granting of security for the fulfilment of obligations of third parties or those of the subsidiary companies;

13) to decide upon proposing to the Shareholders' Meeting making of a decision, or granting the Board the authorisation to make a decision, on buy-back and disposal of the Company's own shares, emission of new shares, convertible bonds, share options and other similar instruments;

14) to decide upon charitable donations that are not insignificant and other matters of non-operational nature;

15) to ensure that the Company's and the group's financial statements and the annual report are prepared in accordance with law, and to make a proposal to the Shareholders' Meeting on the use of distributable profits of the Company; and

16) to approve the charter of the Board and to establish the Committees of the Board and their compositions and charters; and

17) to assume to attend any matter that does not according to law belong to the Shareholders' Meeting.

4. Administration

The Board meets normally 8 times a year. The Board confirms its annual meeting schedule in the spring of the preceding year.

In addition to the regular Board meetings, the Board shall be convened by the Chair whenever necessary. The Board shall also be convened upon the request of a Board member or the Chief Executive Officer.

The Board shall have a quorum with the participation of a majority of the Board Members in office, and it shall adopt valid resolutions with the favourable vote of the absolute majority of the Board Members attending. In the event of a split vote, the Chair shall have a casting vote.

Unless the Board decides otherwise, the Chief Executive Officer shall have the right to attend a Board meeting and the right to speak in the meeting.

The Board normally convenes in the headquarters of the Company. The Board can meet in an alternative place decided by the Chair and it can also meet by means of a teleconference. With the consent of each of the members of the Board, it can also make decisions without convening, in which case each member must separately approve the minutes of such decisions.

The agenda and materials for the meetings are prepared by the Chair and the Chief Executive Officer. These are delivered to the members by mail normally at least three days before the meeting.

The Chair, or in his or her absence, the vice-Chair, heads the meetings and distributes the voices. The Board meetings shall be recorded in the minutes by a secretary appointed by the Board. The minutes are scrutinised by the Chief Executive Officer and the Board member appointed to it and the minutes shall be confirmed by the signatures of the scrutinisers, the Chair and the secretary of the meeting. If the Board has made decisions without convening, the minutes shall also be accepted by other members by advising the secretary thereof by e-mail or in other written form.

The Board performs annually a self-evaluation.

5. Committees

The Board may establish assisting Committees for preparing the matters to be decided by the Board. The Board may also delegate special tasks to its individual members.

The Committees and individual members do not have decision making powers independent from the Board. The Board is responsible for the tasks delegated to the Committees or individual members of the Board.

The current Committees are the Audit Committee and the Compensation and Nomination Committee.

6. Other provisions

The members of the Board shall disclose to the Chair their memberships in other companies' boards.

The members of the Board shall comply with the companies law, the insider legislation and the insider guidelines and rules issued by the relevant authorities and the Company's insider guidelines.