Efecte Plc launches initial public offering on First North and plans to apply for admittance of its shares to trading on the First North marketplace

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1 PRESS RELEASE 24 November 2017 at 10:30 launches initial public offering on First North and plans to apply for admittance of its shares to trading on the First North marketplace NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. On 15 November 2017, ( Efecte or the Company ) announced that it is planning a listing on the First North Finland marketplace ( First North ) operated by Nasdaq Helsinki Ltd. The Company s board of directors has today made a preliminary decision concerning the issuance of a maximum of 1,035,000 new shares ( New Shares ) in the Company by offering New Shares for subscription in an institutional offering, a public offering and a personnel offering ( Share Issue ). In addition, some of the Company s current shareholders are offering a maximum of 1,027,623 shares in the Company for purchase ( Sale Shares, and together with the New Shares the Offer Shares ) (together with the Share Issue the IPO ). The subscription price in the institutional offering and the public offering is EUR 5.50 per Offer Share ( Subscription Price ). The subscription price in the personnel offering is 10% lower than the Subscription Price, i.e. EUR 4.95 per Offer Share. Preliminarily, a maximum of shares in the Company are being offered in the Share Issue and in the Share Sale. Provided that the IPO is realised in full, the size of the IPO is thus approximately MEUR 11.3, consisting of the Share Issue of MEUR 5.7 and the Share Sale of MEUR 5.7. The Company expects to raise net proceeds of approximately MEUR 5.1 from the Share Issue assuming that all New Shares are subscribed for and the personnel offering is realised in full. The Company has submitted a Finnish language prospectus concerning the IPO to the Finnish Financial Supervisory Authority for approval. The prospectus is expected to be approved on or about 24 November The Company intends to file an application for the admission of all of the Company s shares to trading on First North. The lead manager and place of subscription of the IPO is Evli Bank Plc ( Lead Manager ). The legal advisor of the Company is Castrén & Snellman Attorneys Ltd. The IPO in brief The IPO consists of (i) a public offering to private individuals and corporations in Finland ( Public Offering ), (ii) a personnel offering to the employees of the Company or its fully owned subsidiaries and to the members of the Company's board of directors ( Personnel Offering ) and (iii) an institutional offering to institutional investors in Finland and abroad if the requirements of local regulations are met ( Institutional Offering ). Preliminarily, a maximum of 1,472,623 Offer Shares are being offered in the Institutional Offering and a maximum of 540,000 Offer Shares are being offered in the Public Offering. The number of Offer Shares offered in the Institutional Offering and Public Offering may be more or less than the numbers presented here. A maximum of 50,000 shares are being offered in the Personnel Offering.

2 Certain Finnish investors have submitted subscription commitments related to the IPO ( Cornerstone Investors ). The Cornerstone Investors have each separately committed to subscribe for Offer Shares at the subscription price as follows: (i) Kari Stadigh in person or a party appointed by him MEUR 2.5, (ii) Ilmarinen Mutual Pension Insurance Company MEUR 2.0, (iii) Aktia Asset Management Ltd MEUR 1.2, and (iv) Aurator Asset Management Ltd MEUR 0.5. Thus, the total subscription commitments of the Cornerstone Investors amount to MEUR 6.2. The subscription commitments of the Cornerstone Investors are conditional on, among other things, the Company s commitment to allocate at least 80% of the respective subscribed amount to each of the Cornerstone Investor. The total subscription commitments of the Cornerstone Investors amount to at least 43.7% and at most 54.7% of the total number of the Offer Shares provided that the IPO is realised in full. In addition to the Cornerstone Investors, all the members of the Company's board of directors have committed to participating in the Personnel Offering. The total commitments of the members of the board of directors amount to EUR 100 thousand. The Offer Shares correspond to approximately 45.9% of the issued and outstanding shares in the Company and the votes carried by them before the IPO, and approximately 37.3% after the IPO provided that all of the Offer Shares are subscribed for and sold in full. As a result of the Share Issue, the number of the Company's shares may increase to a maximum of 5,524,101 shares, provided that all of the New Shares offered in the IPO are subscribed for and issued. The subscription period for the IPO will commence on 27 November 2017 at 9:30 am and will end for the Public Offering and Personnel Offering on or about 5 December 2017 at 4:30 pm and for the Institutional Offering on or about 8 December 2017 at 12:00 noon. In the event of oversubscription, the board of directors of the Company is entitled to discontinue the Institutional Offering, Public Offering and Personnel Offering on 4 December 2017 at 4:30 pm at the earliest. The Company's board of directors is entitled to extend the subscription periods for the Institutional Offering, Public Offering and Personnel Offering. Reasons for the IPO and use of proceeds The purpose of the IPO is to create the preconditions for the Company's listing on First North and enable the financing of the Company s international growth and expansion of operations in accordance with its strategy. The Company expects the listing on First North to provide the Company with a new channel for acquiring equity financing both from Finland and abroad, to create liquidity for the Offer Shares and to develop the Company s profile and reputation amongst potential customers, business partners, investors and potential employees. Similarly, the purpose of the IPO is to strengthen the Company s capital structure. Furthermore, the purpose of the IPO is to expand the Company's ownership base amongst both Finnish private investors as well as domestic and international institutions. The IPO will also enable the Company to use its shares more efficiently as a means of consideration in corporate acquisitions. In addition, the proceeds to be raised from the IPO are intended to be used for the Company's general financing needs. Listing and availability of the prospectus The shares of the Company have not been subject to trading before the contemplated listing. The Company intends to file a listing application to Nasdaq Helsinki Ltd for listing the shares on First North. Trading of the shares on First North is expected to begin on or about 13 December Efecte has submitted a prospectus concerning the IPO to the Finnish Financial Supervisory Authority for approval. The Company estimates that the prospectus will be approved on 24 November The prospectus will be available after its approval as an electronic version on Efecte's website at and on Evli Bank Plc s website at

3 The prospectus will also be available as a printed version on or about 27 November 2017 at Efecte's headquarters at the address Vaisalantie 6, Espoo, Finland, from Evli Bank Plc s office at the address Aleksanterinkatu 19 A, 4th floor, Helsinki, Finland, and from the Nasdaq Helsinki Ltd. Service Desk at the address Fabianinkatu 14, Helsinki, Finland. Adviser to the Company Evli Bank Plc acts as the lead manager of the IPO and as the Company s certified adviser in accordance with the rules of the Nasdaq First North Nordic Rulebook. Castrén & Snellman Attorneys Ltd acts as the Company s legal advisor. Summary of certain key dates The subscription period commences 27 November 2017 at 9:30 am The subscription period can be suspended at the earliest 4 December 2017 at 4:30 pm The subscription period for the Public Offering and the 5 December 2017 at 4:30 pm Personnel Offering ends (on or about) The subscription period for the Institutional Offering ends (on or about) 8 December 2017 at 12:00 noon Announcement of the final results of the IPO (on or about) 11 December 2017 The New Shares will be registered with the Finnish Trade 12 December 2017 Register (on or about) The Offer Shares registered in the book-entry accounts begins 12 December 2017 (on or about) Trading in the Offer Shares on First North expected to 13 December 2017 commence (on or about) Further enquiries Sakari Suhonen CEO sakari.suhonen@efecte.com Hannu Nyman CFO hannu.nyman@efecte.com Efecte is a Finnish software company that provides cloud-based service and identity management software solutions, as well as related consultancy services. They simplify and improve the efficiency of managing the services, IT systems and infrastructure in an organization. Measured by number of customers, Efecte is one of the leading software vendors in its field to large, mediumsized and public organizations in Finland and the Nordic countries. The Company was founded in

4 1998. In addition to Finland, it has operations in Sweden, Denmark, and Germany. Efecte employs around 90 professionals and had a turnover of 8.3 million euros in DISCLAIMER The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan. This release does not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States. The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Evli Bank Plc assume no responsibility in the event there is a violation by any person of such restrictions. This release contains forward-looking statements including statements concerning the company's strategy, financial position, profitability, result of operations and market data as well as other statements that are not historical facts. Statements which include the words will, estimate, predict, continue, anticipate, presume, may, plan, seek, become, aim, believe, could and other similar expressions or their negative forms indicate forward-looking statements, but forward-looking statements are not limited to these expressions. By nature, forward-looking statements involve risks, uncertainties and numerous factors that could result in the actual consequences or results of operations differing materially from projections. Readers should not place undue reliance on these forward-looking statements. The information contained herein shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company. The Company has not authorised any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a Relevant Member State ), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an offer of securities to the public means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State. The expression Prospectus Directive refers to Directive 2003/71/EC (as amended, including the 2010 PD Amending Directive, to the extent that it has been implemented in the Relevant Member State), and it includes all relevant implementation measures in the Relevant Member State, and the expression 2010 PD Amending Directive refers to Directive 2010/73/EC.

5 This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as relevant persons ). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.