The Finnish Financial Supervisory Authority has approved Efecte Plc s Finnish language prospectus

Transcription

1 PRESS RELEASE 24 November 2017 at The Finnish Financial Supervisory Authority has approved Efecte Plc s Finnish language prospectus The Finnish Financial Supervisory Authority has today approved Efecte Plc s ( Efecte or the Company ) Finnish language prospectus. The prospectus relates to the Company s contemplated listing on the First North Finland marketplace operated by Nasdaq Helsinki Ltd and the related initial public offering ( IPO ). The prospectus is available as an electronic document on Efecte's website at and on Evli Bank Plc s website at 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 service desk of Nasdaq Helsinki Ltd at the address Fabianinkatu 14, Helsinki, Finland. The terms and conditions of the IPO are appended to this release in their entirety. The subscription period of the IPO will commence on 27 November Further enquiries: Sakari Suhonen CEO Efecte Plc sakari.suhonen@efecte.com Hannu Nyman CFO Efecte Plc hannu.nyman@efecte.com Efecte Plc 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 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

2 DISCLAIMER The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan.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. 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

3 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.

4 TERMS AND CONDITIONS OF THE INITIAL PUBLIC OFFERING The term subscription below means an offer or commitment provided by an investor to subscribe for Offer Shares in the Initial Public Offering, whether the investor has offered or committed to purchase existing shares or to subscribe for new shares. Either new issued shares or shares to be sold can be allocated to the investors. Correspondingly, subscriber, subscription period, subscription place, subscription price, subscription commitment (and other corresponding terms) refer to both share issue and share sale. General terms and conditions of the Initial Public Offering General description A total of 2,062,623 shares in Efecte Plc (the Company or Efecte) will be offered in the Share Issue and Share Sale (as defined below). The company will offer a maximum total of 1,035,000 new shares (New Shares) in the Company for subscription (Share Issue). In addition, the current shareholders of the Company (Sellers) listed in Appendix C of the Finnish language prospectus (Prospectus) offer a maximum of 1,027,623 existing shares in the Company (Sale Shares, and together with the New Shares the Offer Shares) for purchase (Share Sale, and together with the Share Issue the IPO). 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 and its fully owned subsidiaries and to the members of the board (Personnel Offering) and (iii) an institutional offering to institutional investors in Finland and abroad if the requirements of local regulations are met (Institutional Offering). 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. 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. The terms and conditions of the Public Offering also apply to the Personnel Offering unless otherwise expressly stated. The lead manager and place of subscription of the IPO is Evli Bank Plc (Lead Manager). Evli Bank Plc's address is Aleksanterinkatu 19 A, Helsinki, Finland. In addition to the general terms and conditions of the IPO presented herein, the terms and conditions of the IPO consist of the special terms and conditions of the Public Offering, the special terms and conditions of the Personnel Offering and the special terms and conditions of the Institutional Offering, which are presented below. The Offering On 4 October 2017, the Company's extraordinary general meeting authorised the board of directors of the Company to decide on the issuance of a maximum of 1,800,000 new shares in the Company through one or more share issues. The authorisation includes the right to deviate from the shareholders pre-emptive subscription right if the deviation is justified by a weighty financial reason for the Company. On 24 November 2017, the Company's board of directors decided on the basis of the authorisation by the shareholders to preliminarily issue a maximum of 1,035,000 New

5 Shares by offering New Shares for subscription in the Institutional Offering, Public offering and Personnel Offering (Share Issue). The New Shares will be offered in deviation from the shareholders pre-emptive subscription right in order to enable the listing of the Company s shares on the multilateral trading facility First North Finland (First North) maintained by Nasdaq Helsinki Ltd (Helsinki Stock Exchange). The purpose of the IPO is, among other things, 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. Thus, it is considered that the Company has a weighty financial reason, as referred to in Chapter 9, section 4 of the Limited Liability Companies Act (624/2006, as amended, Companies Act), for deviating from the pre-emptive subscription right. The payment made to the Company for the approved subscriptions of the New Shares will be entered in its entirety in the Company's reserve for invested unrestricted equity. Hence, the Company's share capital will not be increased in connection with the Share Issue. 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 New Shares to be issued in the Share Issue represent approximately 23.1% of the issued and outstanding shares in the Company and the votes carried by them before the IPO, and approximately 18.7% after the IPO provided that all of the New Shares offered in the IPO are subscribed for and issued in full. Share Sale The Sellers are offering a maximum of 1,027,623 shares for sale (Sale Shares) in the Institutional Offering (Share Sale). The Sale Shares correspond to a maximum of approximately 22.9 % of the issued and outstanding shares in the Company and the votes carried by them before the IPO, and approximately 18.6 % after the IPO provided that all of the Offer Shares offered in the IPO are subscribed for and sold in full. Placing Agreement The Company, the Sellers and the Lead Manager are expected to sign a placing agreement on or about 11 December 2017 (Placing Agreement). For more information, see Agreements Relating to the IPO, Plan of Distribution and the Arrangement of Admission to Trading. Lock-up The Company and the Lead Manager have agreed that the Company will not, save for certain exceptions, issue or otherwise transfer shares in the Company without the prior written consent of the Lead Manager during a period of 180 days following the listing. However, the Company's lockup undertaking does not apply to the use of the Company's shares as consideration in mergers and acquisitions nor to Company shares to be given as part of the Company's current option schemes nor to any Company shares that may be given as part of a share-based incentive scheme that may be established by the Company. The Sellers have undertaken to comply with a lock-up period during which the Sellers will not, save for certain exceptions, offer, sell, short sell, pledge or otherwise transfer, directly or indirectly, any shares in the Company they own without the prior written consent of the Lead Manager during a period of 360 days following the listing. The Sellers total holdings of the Company s shares and votes carried by them is 27.8% before the IPO, and approximately 4.0% after the IPO provided that all of the Offer Shares are subscribed for and sold in full.

6 Investors must agree to be bound by the lock-up to participate in the Personnel Offering. Pursuant to the lock-up, investors participating in the Personnel offering will not sell or otherwise transfer Company shares they subscribed for in the Personnel Offering without the prior written consent of the Lead Manager during a period of 360 days following the listing. The lock-up periods relating to the Personnel Offering are binding regardless of whether the lock-up periods in question are entered in the shareholders book-entry accounts. Subscription commitments for Offer Shares received by the Company prior to the IPO 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 upon, among other things, (i) the first day of trading in the Company s shares being no later than 29 December 2017, (ii) the Company undertaking to allocate at least 80% of the given subscription commitment to each Cornerstone Investor, (iii) the Company acquiring at least EUR 5.0 million gross funds in the Share Issue. If the conditions for the subscription commitments are not met, the Cornerstone Investors will not be obligated to subscribe for Offer Shares. The Cornerstone Investors will receive no compensation for their subscription commitments. The Cornerstone Investors subscription commitments are not secured by a bank guarantee, escrow account, collateral or other corresponding arrangement. 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, the Company has received undertakings to participate in the Personnel Offering from all of the Company's board members as follows: (i) Pertti Ervi EUR 15 thousand, (ii) Niilo Fredrikson EUR 10 thousand, (iii) Turkka Keskinen EUR 5 thousand, (iv) Kari J. Mäkelä EUR 50 thousand and (v) Hannu Vaajoensuu EUR 20 thousand. The total commitments of the members of the board of directors amount to EUR 100 thousand. Subscription period The subscription period for the Public Offering begins on 27 November 2017 at 9:30 am and ends on 5 December 2017 at 4:30 pm. The subscription period for the Institutional Offering begins on 27 November 2017 at 9:30 am and ends on at noon. The subscription period for the Personnel Offering begins on 27 November 2017 at 9:30 am and ends on 5 December 2017 at 4:30 pm. In the event of oversubscription, the board of directors of the Company is entitled to discontinuethe Institutional, Public and Personnel Offerings on 4 December 2017 at 4:30 pm at the earliest. The Institutional, Public and Personnel Offerings may or may not be discontinued independently of one another. A company release will be published without delay concerning any discontinuation. The Company's board of directors is entitled to extend the subscription periods of the Institutional, Public and Personnel Offering. The subscription periods of the Institutional, Public and Personnel Offering may or may not be extended independently of one another. A company release

7 concerning the extension of a subscription period must be published no later than on the estimated final date of the subscription period for the Institutional, Public or Personnel Offerings stated above. Subscription Price The subscription price for each Offer share in the Institutional and Public Offerings is EUR 5.50 (Subscription Price). The subscription price in the Personnel Offering is 10% lower than the Subscription Price, i.e. EUR 4.95 per Offer Share. The prevailing market conditions, the valuation coefficients of the companies operating in the field of business and the Company's expected results, among other things, have been taken into account when determining the Subscription Price. The Subscription Price corresponds to the understanding of the Company's board of directors concerning the value of the Offer Shares. Supplementing the Prospectus and the right to cancel subscription commitments A subscription commitment given in the IPO (Subscription Commitment) is binding and cannot be amended or cancelled, save for in the situations provided for in the Securities Markets Act (746/2012). The Prospectus published by the Company in connection with the IPO must be supplemented in certain situations, such as due to errors or omissions in the Prospectus or due to material new information that may have material significance for investors. If the Prospectus is supplemented, investors who have undertaken to purchase or subscribe for Offer Shares before the publication of the correction or supplement must be given the opportunity to cancel their subscription within two (2) business days of the publication of the correction or supplement. In addition, the right of withdrawal requires that the fault, omission or material new information has been discovered before the Offer Shares have been delivered to the investors. The period of validity for an offer is deemed to end when the implementation and allocation of the IPO has been decided, i.e. on or about 11 December In the event the Prospectus is supplemented, this will be announced in a company release as well as on the Internet at The company release in question will also announce the investors right to cancel Subscription Commitments as well as provide more detailed instructions relating to cancellation. Any cancellation of a Subscription Commitment must concern the total number of shares covered by the commitments given by an individual investor in full. However, a Subscription Commitment cannot be cancelled via an Internet service, but must be carried out at the offices of the Lead Manager or by delivering a written notice of the cancellation of the Subscription Commitment by fax or , for which purpose investors must request more detailed instructions from Evli Bank Plc's place of subscription by phoning After the time limit set for cancellation has expired, the cancellation right is no longer valid. If a Subscription Commitment is cancelled, the amount paid in accordance with the Subscription Commitment will be refunded to the stated bank account within approximately five (5) banking days of the cancellation notice being delivered to the place of subscription or no later than two (2) banking days after that if the investor s bank account is in a different financial institution than the account onto which the subscriptions were paid. No interest will be paid on the refunded amount. Right to Cancel the IPO The Company's board of directors is entitled to cancel the IPO at any time prior to the completion of the IPO due to, among other things, market circumstances, the Company's financial condition, a material change in the Company's business, an unfavourable decision by the Helsinki Stock Exchange regarding the listing or other reason. If the board of directors decides to cancel the IPO, the paid Subscription Price will be refunded to the investor within approximately five (5) banking

8 days of the board's decision or no later than two (2) banking days after that if the investor s bank account is in a different financial institution than the account onto which the subscriptions were paid. No interest will be paid on the refunded amount. Conditionality of the IPO, decisions concerning the IPO and allocation principles The Company's board of directors will decide on or about 11 December 2017 on the final number of Offer Shares, the allocation of the final number of Offer Shares between the Institutional, Public and Personnel Offerings as well as the approval in full or in part of the Subscription Commitments given in the IPO. The Company's board of directors will decide how to proceed in case of undersubscription or oversubscription and may also decide not to complete the IPO. The completion of the IPO is conditional upon the signing of the Placing Agreement. The Company will publish the results of the IPO through a company release and on the Internet at on or about 11 December The Company's board of directors will decide on the allocation of Offer Shares to investors in the Institutional, Public and Personnel Offerings. With respect to the Public Offering, the Company's board of directors will seek to approve Subscription Commitments in full for up to 100 Offer Shares and to distribute Offer Shares in excess of this number in proportion to the numbers covered by the unfulfilled Subscription Commitments. Offer Shares can be transferred between the Institutional, Public and Personnel Offerings depending on, among other things, the distribution of the demand for Offer Shares between them. However, a maximum of 50,000 Offer Shares will be offered in the Personnel Offering. The minimum number of Offer Shares in the Public Offering will be 400,000 Offer Shares, or if fewer Subscription Commitments than this are made in the Public Offering, the total number of Subscription Commitments given in the Public Offering. In the event the IPO is not fully subscribed for, but the IPO is completed nevertheless, the subscriptions will primarily be allocated to New Shares and only following that to Sale Shares, in which case the number of Sale Shares sold in the IPO will be reduced in proportion to the Sellers holdings. Refunding of paid amounts If a Subscription Commitment is dismissed or only partially approved, the paid amount or part thereof will be refunded to the stated bank account within approximately five (5) banking days of the allocation of Offer Shares or no later than two (2) banking days after that if the investor s bank account is in a different financial institution than the account onto which the subscriptions were paid. No interest will be paid on the refunded amount. Entry of Offer Shares into book-entry accounts The parties who have submitted a subscription commitment must have a book-entry account with a Finnish account operator or an account operator operating in Finland, and the party must specify the details of its book-entry account in its Subscription Commitment. Offer Shares subscribed for and issued in the IPO and distributed in the Public and Personnel Offerings will be registered on the book-entry accounts of the investors who made approved Subscription Commitments on or about 12 December In the Institutional Offering, the Offer Shares will be ready to be delivered against payment on or about 15 December 2017 through Euroclear Finland Oy.

9 Title and shareholder rights The New Shares carry the same rights as the other shares in the Company and they will entitle the right to dividends and other distributions of funds as well as other rights relating to the shares in the Company after the New Shares have been registered in the Trade Register maintained by the Finnish Patent and Registration Office (Trade Register) on or about 12 December Rights relating to the New Shares cannot be exercised before the New Shares have been entered onto the investor's book-entry account. The title to the Sale Shares will transfer when the Shares have been paid for and entered into the investor's book-entry account. Sale Shares carry the same rights as other shares in the Company and they will entitle the right to dividends and other distributions of funds in the Company after the transfer of title. Trading in the Offer Shares The Company plans to file an application with the Helsinki Stock Exchange for the admission to trading in the shares in the Company on the multilateral trading facility Nasdaq First North Finland maintained by the Helsinki Stock Exchange. Trading on First North is expected to commence on or about 13 December The trading symbol of the shares is expected to be EFECTE, and the ISIN code is FI Evli Bank Plc acts as the Company s Certified Adviser in accordance with the rules of the Nasdaq First North Nordic Rulebook. As at the commencement of trading on First North Finland, which is expected to occur on or about 13 December 2017, the Offer Shares issued or sold in the IPO may not have been transferred in their entirety to the investors book-entry accounts. Investors considering selling shares in the Company or brokers receiving a commission from an investor to sell shares in the Company must ensure that the investor has been allocated the number of Company shares in question from time to time. Transfer tax and other expenses No transfer tax is payable on the subscription for New Shares. Account operators charge fees in accordance with their price lists for the operating of book-entry accounts and for safekeeping of shares. The Sale Shares are sold on a multilateral trading facility in conjunction with the commencement of trading in the Company's shares on the Nasdaq First North market, and no transfer tax will be payable on these transactions. Should transfer tax be due, the Sellers would pay any transfer tax payable on sales of their Sale Shares in connection with the Share Sale. Offering of the Offer Shares outside Finland Participation in the IPO may, in certain jurisdictions, be restricted by law. No measures have been taken to register the Offer Shares or the IPO or to offer the Offer Shares to the public in any jurisdiction outside Finland. Offer Shares are not offered to investors whose participation in the IPO would require a separate prospectus or measures under laws other than those of Finland. The Prospectus has only been prepared in Finnish. For more information on restrictions concerning the offering of the Offer Shares, please see Information related to the Prospectus. Subscription Commitments in violation of the terms and conditions or regulations The Company's board of directors is entitled to reject any Subscription Commitment that the Company's board of directors deems to be in violation of laws, regulations, orders or these terms and conditions.

10 Documents on display The documents referred to in Chapter 5, section 21 of the Finnish Companies Act are available during the subscription period at the Company s registered office at Vaisalantie 6, Espoo, Finland. Other matters Other issues and practical matters relating to the IPO will be resolved by the board of directors of the Company. Applicable law The Offering shall be governed by the laws of Finland. Any disputes arising in connection with the Offering shall be settled by a court of competent jurisdiction in Finland. Special terms and conditions of the Public Offering General A maximum of 540,000 Offer Shares are preliminarily being offered in the Public Offering to private individuals and corporations in Finland. The number of Offer Shares offered in the Public Offering may be more or less than the number presented here. Right to participate Subscription Commitments in the Public Offering must cover no less than 100 and no more than 18,500 Offer Shares. Multiple Subscription Commitments submitted by a single investor will be combined into a single Subscription Commitment, which will be subject to the aforementioned maximum number. In the Public Offering, Offer Shares are being offered for subscription to private individuals and corporations in Finland. Investors whose permanent address or domicile is in Finland and who submit their Subscription Commitments in Finland are entitled to participate in the Public Offering. The Company and the Lead Manager may reject a Subscription Commitment, either partially or wholly, if it has not been made in accordance with the terms and conditions herein. Places of subscription and payment of Offer Shares The places of subscription for the Public Offering are: Evli Bank Plc's Internet service at Subscriptions can be submitted in the Internet service using the online banking identifiers of Evli Bank, Danske Bank, S-Bank, Nordea Bank, OP Financial Group, Aktia, Svenska Handelsbanken and Ålandsbanken. The subscription must be paid when submitting the subscription and the investor must ensure that the amount of the payment for the subscription does not exceed any daily transfer limits set on his or her account. Subscriptions cannot be submitted in the Internet service unless payment is made in the same connection. Evli Bank Plc's offices at Aleksanterinkatu 19 A, Helsinki, on weekdays from 9:00-16:00. Investors must provide proof of identity when making subscriptions. The person making a subscription on behalf of a corporation must also provide proof of their authorisation to make the subscription. The subscription must be paid immediately in accordance with the instructions on the subscription form.

11 Evli Bank Plc's subscription desk, to which subscriptions can be sent by fax or . Detailed instructions on delivering subscriptions by fax or and on the payment of subscriptions must be requested from Evli Bank Plc's subscription desk in advance by calling When an investor is making a subscription at the office of Evli Bank Plc, the Subscription Commitment will be deemed given when the investor has submitted a signed subscription form at the place of subscription in accordance with the instructions of the place of subscription, or when making the subscription through the Internet service, when the investor has confirmed the subscription with his or her online banking identifiers and paid the subscription reservation fee. The share-specific subscription reservation fee is the Subscription Price. Payments for subscriptions made by delivering a subscription form to a place of subscription must be made to the bank account of Evli Bank Plc in accordance with the instructions provided in the form immediately after the subscription form is delivered. Payments for subscriptions made in the Internet service are made using online banking identifiers at the time the subscription is submitted. Subscription payments must be paid using an account in the name of the investor giving the Subscription Commitment. Corporations, deceased estates or parties under trusteeship cannot give Subscription Commitments through the Internet service, and must give the Subscription Commitments at the office of Evli Bank. Notice of approval of Subscription Commitments A confirmation notice concerning approved Subscription Commitments will be sent on or about 14 December 2017 to investors who have submitted Subscription Commitments. Subscription Commitments are binding irrespective of the confirmation notice or the receipt thereof. Special terms and conditions of the Institutional Offering General Preliminarily a maximum of 1,472,623 Offer Shares are being offered in the Institutional Offering to institutional investors in Finland and internationally if the requirements of local regulations are met. The number of Offer Shares offered in the Institutional Offering may be more or less than the number presented here. Right to participate An investor, whose Subscription Commitment includes at least 18,501 Offer Shares, may participate in the Institutional Offering. Multiple subscription Commitments submitted by a single investor will be combined into a single Subscription Commitment, which will be subject to the aforementioned minimum number. The Company and the Lead Manager may reject a Subscription Commitment, either partially or wholly, if it has not been made in accordance with the terms and conditions herein. Place of subscription The place of subscription of the Institutional Offering is Evli Bank Plc's office at Aleksanterinkatu 19 A, Helsinki, tel Payment of Offer Shares and approval of subscriptions Investors participating in the Institutional Offering must pay for the Offer Shares allocated to them in accordance with an approved Subscription Commitment in accordance with the instructions of the Lead Manager on or about 15 December If necessary in connection with receiving a

12 Subscription Commitment or before the approval of a Subscription Commitment, the Lead Manager has the right to require that a party making an offer provide information concerning its ability to pay for the Offer Shares corresponding to its Subscription Commitment or require that the amount corresponding to the Subscription Commitment be paid in advance. The amount payable in such cases is the Subscription Price multiplied by the number of Offer Shares in accordance with the Subscription Commitment. The Company's board of directors will decide on the allocation of Offer Shares to investors in the Institutional Offering. Subscription Commitments can be approved in full or in part or they can be rejected. A confirmation notice and payment instructions will be sent to investors concerning approved Subscription Commitments as soon as practically possible after the allocation of the Offer Shares, on or about 11 December Special terms and conditions of the Personnel Offering General In the Personnel Offering, a maximum of 50,000 Offer Shares are being offered to the employees of the Company and its fully owned subsidiaries as well as to the members of the Company s board. The Sellers cannot subscribe for Offer Shares in the Personnel Offering. Right to participate in the Personnel Offering and lock-up Subscription Commitments in the Personnel Offering must cover no less than 100 and no more than 10,200 Offer Shares. Multiple Subscription Commitments from a single investor will be combined into a single Subscription Commitment. However, Subscription Commitments given by the same investor in the Personnel Offering will not be combined with Subscription Commitments given in other offerings. Investors must agree to be bound by the lock-up to participate in the Personnel Offering. Pursuant to the lock-up, investors participating in the Personnel offering will not sell or otherwise transfer Company shares they subscribed for in the Personnel Offering without the prior written consent of the Lead Manager during a period of 360 days following the listing. The lock-up periods relating to the Personnel Offering are binding regardless of whether the lock-up periods in question are entered in the investors book-entry accounts. The right to participate in the Personnel Offering is personal and non-transferrable. Persons entitled to participate can, however, make a subscription through an authorised representative. The Company and the Lead Manager may reject a Subscription Commitment, either partially or wholly, if it has not been made in accordance with the terms and conditions herein. Places of subscription and payment of Offer Shares Evli Bank will receive Subscription Commitments from persons entitled to make subscriptions in the Personnel Offering in accordance with separate instructions. A Subscription Commitment will be deemed given when the place of subscription has received the Subscription Commitment from the investor in accordance with the instructions of the place of subscription and the investor has paid for the subscription in accordance with the Subscription Commitment in question. Any more detailed instructions issued by the place of subscription must be taken into consideration when submitting a Subscription Commitment. A Subscription Commitment given in the Personnel Offering is binding and cannot be cancelled other than in the situations and in the manner described in Supplementing the Prospectus and right to cancel subscription commitments.

13 Approval of subscriptions The Company's board of directors will decide on the allocation of Offer Shares to investors in the Personnel Offering. A confirmation notice concerning approved Subscription Commitments will be sent on or about 14 December 2017 to investors who have submitted Subscription Commitments. Subscription Commitments are binding irrespective of the confirmation notice or the receipt thereof.