Pöyry PLC: Statement of the Board of Directors of Pöyry Plc Regarding the Voluntary Public Cash Tender Offer by ÅF AB (publ)

Pöyry PLC          Stock Exchange Release 13 December 2018 at 18:00 p.m. (EET)

This stock exchange release may not be released, published or otherwise distributed, in whole or in part, in or into, directly or indirectly, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction in which the tender offer would be prohibited by applicable law.

Statement of the Board of Directors of Pöyry Plc Regarding the Voluntary Public Cash Tender Offer by ÅF AB (publ)

ÅF AB (publ) ("ÅF") or the "Offeror"), and Pöyry Plc ("Pöyry" or the "Company") have on December 10, 2018 announced that the Offeror makes a voluntary public cash tender offer to purchase all issued and outstanding shares in Pöyry (the "Shares") (the "Tender Offer").

The Board of Directors of Pöyry (the "Board") hereby issues the following statement concerning the Tender Offer in accordance with Chapter 11, Section 13 of the Finnish Securities Markets Act (746/2012, as amended).

Tender Offer in Brief

Pöyry and the Offeror have on December 10, 2018 entered into a Combination Agreement (the "Combination Agreement"), setting out, among other matters, the terms and conditions pursuant to which the Tender Offer shall be made by the Offeror.

The Tender Offer will be made in accordance with the terms and conditions of a tender offer document (the "Tender Offer Document") expected to be published by the Offeror on or about December 19, 2018.

The price offered for each Share validly tendered in the Tender Offer is EUR 10.20 in cash, subject to the terms and conditions of the Tender Offer Document. The offer price represents a premium of:

• 45.7 percent compared to EUR 7.00, that is the closing price of the Pöyry share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on December 7, 2018, which was the last trading day immediately preceding the announcement of the Tender Offer;
• 36.2 percent compared to EUR 7.49, that is the three-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer; and
• 60.3 percent compared to EUR 6.36, that is the twelve-month volume-weighted average price of the Pöyry share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer.

The Tender Offer was announced by the Offeror pursuant to Chapter 11 of the Finnish Securities Markets Act on December 10, 2018.

Certain large shareholders of Pöyry, i.e. Corbis S.A., Procurator-Holding Oy, Varma Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance Company, Mariatorp Oy and Wipunen varainhallinta oy, together representing approximately 52.3 percent (52.3%) of the shares and votes in Pöyry, have, subject to certain customary conditions, irrevocably undertaken to accept the Tender Offer. Subject to certain conditions, Corbis S.A., Procurator-Holding Oy, Mariatorp Oy and Wipunen varainhallinta oy have also committed to subscribe for new shares in ÅF for an amount not exceeding, in the aggregate, 50 percent of the aggregate tender offer consideration paid in the Tender Offer for Shares held by such shareholder.

The offer period for the Tender Offer is expected to commence on or about December 20, 2018 and is expected to expire on or about January 31, 2019. The Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer.

The completion of the Tender Offer is subject to certain conditions to be fulfilled or waived by the Offeror on or by the date of the Offeror's announcement of the final result of the Tender Offer, including, among others, all necessary regulatory approvals, permits and consents having been received by the Offeror, and the Tender Offer having been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror, on a fully-diluted basis, more than 90 percent of the Shares and voting rights carried by the Shares.

The Offeror's intention is to cause the Shares to be delisted from Nasdaq Helsinki, subject to the completion of the Tender Offer, under applicable laws and regulations.

At the time of the announcement of the Tender Offer on December 10, 2018, neither the Offeror nor any of its group entities held any Shares or voting rights in Pöyry. Prior to the date of this statement of the Board, on December 11, 2018, the Company has announced, pursuant to Chapter 9, Section 10 of the Finnish Securities Market Act, having received a notification, according to which ÅF's holding of the Pöyry shares has exceeded the level of 5 percent.

The detailed terms and conditions of the Tender Offer as well as further information on the Tender Offer will be included in the Tender Offer Document.

Financing of the Tender Offer

According to the draft Tender Offer Document, the Offeror has secured fully committed debt financing for the completion of the Tender Offer and the mandatory redemption proceedings, if any, from Skandinaviska Enskilda Banken AB (publ) and Svenska Handelsbanken AB (publ). The availability to the Offeror of the above-mentioned debt financing is subject to the completion of the Tender Offer and certain customary conditions within the Offeror's control. In addition, the Offeror has secured relevant waivers in relation to the existing financing arrangements.

Background of the Statement

Pursuant to Chapter 11, Section 13 of the Finnish Securities Market Act, the Board has an obligation to prepare a public statement regarding the Tender Offer. The statement must include a well-founded assessment of the Tender Offer from the perspective of Pöyry and its shareholders as well as on the strategic plans presented by the Offeror in the Tender Offer Document and their likely effects on the operations of, and employment at, Pöyry.

For the purposes of issuing this statement, the Offeror has submitted to the Board a draft version of the Tender Offer Document in the form in which the Offeror has filed it with the Finnish Financial Supervisory Authority for approval on December 12, 2018.

In preparing this statement, the Board has relied on the information provided in the draft Tender Offer Document and has not independently verified the information included therein. Accordingly, the Board's assessments of the consequences of the Tender Offer on Pöyry's operations and employees should be treated with caution.

Assessment of the Strategic Plans Presented by the Offeror in the Tender Offer Document and Their Likely Effects on the Operations of, and Employment at, Pöyry

Information given by the Offeror in the Tender Offer Document

The Board has assessed the Offeror's strategic plans based on the statements made in the Company's and the Offeror's announcement regarding the Tender Offer published on December 10, 2018 and the draft Tender Offer Document.

According to the draft Tender Offer Document, the operations of ÅF and Pöyry will be integrated into the combined company. The combined company will operate under the united brand ÅF Pöyry and the combined company's structure will be adjusted by dividing it into five divisions. The combined company's corporate head office will be located in Stockholm, Sweden.

According to ÅF's statements, the combined company intends to continue to build on the highly competent, experienced and well-recognized employees of the two companies after the combination. ÅF believes that the combination of ÅF and Pöyry will be mutually beneficial for both companies, and will provide the employees with improved opportunities for further competence development, both cross border and cross segment. According to ÅF, the management team and the managers of the business areas in the combined company are expected to consist of individuals from both ÅF and Pöyry.

ÅF expects that the combination of the two companies and brands will create a very competitive player within the European market with a strong platform for international growth. ÅF believes the combined company will be able to deliver a more extensive range of innovative sustainable solutions, access to leading competence and knowhow and have a greater international presence.

According to the draft Tender Offer Document, other than as described therein and the payment of the offer price, ÅF expects the completion of the Tender Offer not to have any immediate material effects on the operations or assets of Pöyry, the position of Pöyry's management or employees, or the location of offices.

Board Assessment

The Board considers that the information on the strategic plans of the Offeror concerning Pöyry included in the draft Tender Offer Document is of a general nature. However, based on the Offeror's statements, the Board believes that the strategic plans of the Offeror pursuant to the Tender Offer would not generally have a significant effect on the operations or business locations of Pöyry.

The Board shares ÅF's view that the combined company's scale and greater international presence can open up new opportunities for its employees, increase its capacity to invest in growing segments and improve its capabilities to deliver a more extensive range of services to its clients. The Board views that Pöyry can benefit from ÅF's capabilities and strong position in certain complementary business segments.

The Board notes, however, that the Tender Offer may have an effect on employment in the Company with regard to duplicative functions. The Board believes that the final and longer-term impact of the integration can be assessed only after the completion of the Tender Offer.

Assessment of the Board from the Perspective of Pöyry and Its Shareholders

Introduction

In evaluating the Combination Agreement and the Tender Offer, analysing alternative opportunities available to Pöyry and concluding this statement, the Board has considered several factors, such as Pöyry's recent financial performance, current position and future prospects, and the historical performance of the trading price of the Pöyry share.

The Board's assessment of continuing the business operations of Pöyry as an independent company has been based on reasonable future-oriented estimates, which include various uncertainties, whereas the offer price offered by the Offeror in the Tender Offer and the premium included therein is not subject to any uncertainty other than the fulfilment of the conditions to completion of the Tender Offer.

In order to support its assessment of the Tender Offer, the Board has received a fairness opinion, dated December 9, 2018, concerning the Tender Offer (the "Fairness Opinion") from Pöyry' financial advisor, Advium Corporate Finance Ltd. The Fairness Opinion is attached as Appendix 1 to this statement.

Board Assessment

The Board believes that the consideration offered by the Offeror in the Tender Offer is fair from the perspective of Pöyry's shareholders based on its assessment of the matters and factors, which the Board has concluded to be material in evaluating the Tender Offer. These matters and factors include, but are not limited to:

• the offer price and premium offered for the Shares;
• the fact that the offer price will be paid fully in cash;
• historical trading price of the Pöyry shares;
• information and assumptions on the business operations and financial condition of Pöyry as at the date of this statement and their expected future development;
• transaction certainty, and that the conditions of the Tender Offer are reasonable and customary;
• the ability to respond to possible third party proposals if necessary to comply with the Board's fiduciary duties;
• other terms of the Tender Offer;
• the undertakings by the Company's certain large shareholders to accept the Tender Offer as referred to above; and
• the Fairness Opinion.

The Board has investigated and considered the trends in the markets and the industry and certain strategic alternatives available to Pöyry. Such alternatives include, but are not limited to, remaining an independent company, and partnering with others. The Board has also considered the risks and uncertainties associated with such alternatives.

Based on its overall assessment, taking into consideration the factors described above, among other matters, the Board has concluded that the Tender Offer is a more favourable alternative to Pöyry's shareholders compared to continuing the business operations as an independent company or other potential strategic alternatives available to Pöyry.

Recommendation of the Board

The Board has carefully assessed the Tender Offer and its terms and conditions based on the draft Tender Offer Document, the Fairness Opinion, and other available information.

Based on the foregoing, the Board believes that the Tender Offer and the consideration offered by ÅF for the Shares are fair to the shareholders of Pöyry. The Board also notes that the Tender Offer provides immediate value to the shareholders of Pöyry.

Based on the above factors, the Board is pleased to unanimously recommend that the shareholders of Pöyry accept the Tender Offer.

This statement of the Board is based on an assessment of the issues and factors which the Board has concluded to be material in evaluating the Tender Offer, including, but not limited to, the information and assumptions on the business operations and finances of Pöyry as at the date of this statement and their expected future development.

Other Matters

Three out of four members of the Board have participated in the decision-making concerning this statement. Board member Mr. Henrik Ehrnrooth has not participated in the giving of this statement of the Board. The evaluation of independence of the members of the Board is available on the website of Pöyry.

The Board notes that the transaction may, as is common in such processes, involve unforeseeable risks.

The Board further states that Pöyry's shareholders should also take into account the potential risks related to non-acceptance of the Tender Offer. If acceptance condition of more than 90 percent of the Shares and votes is waived, the completion of the Tender Offer would reduce the number of Pöyry's shareholders and the number of shares, which would otherwise be traded on Nasdaq Helsinki. Depending on the number of Shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and value of the shares in Pöyry.

Pursuant to Chapter 18 of the Finnish Companies Act, a shareholder with more than 90 percent of all shares and votes in a company shall have the right to acquire, and subject to a demand by the other shareholders also be obligated to redeem, the shares owned by the other shareholders. Provided ÅF acquires such amount of Shares, the Shares held by Pöyry's shareholders who have not accepted the Tender Offer may be redeemed through compulsory redemption proceedings under the Finnish Companies Act under the conditions set out therein.

Pöyry has undertaken to comply with the Helsinki Takeover Code issued by the Securities Market Association referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.

On the date of this statement, the Board has not received any formal statements as to the effects of the Tender Offer to the employment at Pöyry from Pöyry's employees.

This statement does not constitute an investment or tax advice, and the Board does not specifically evaluate herein the general price development or the risks relating to the Shares in general. The shareholders of Pöyry must independently decide whether to accept the Tender Offer, and they should take into account all relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the Shares.

Pöyry is advised by Advium Corporate Finance Ltd as the financial advisor, and Hannes Snellman Attorneys Ltd as the legal advisor.

Helsinki, 13 December 2018

The Board of Directors of Pöyry Plc

Appendix 1: Fairness Opinion

Additional information:

Juuso Pajunen, CFO
Tel. +358 10 33 26632

About Pöyry

Pöyry is an international consulting and engineering company serving clients across power generation, transmission & distribution, forest industry, biorefining & chemicals, mining & metals, infrastructure and water & environment. Pöyry delivers smart solutions and works with the latest digital innovations. Pöyry's net sales in 2017 were EUR 522 million, and it employed 5,500 experts at its 115 offices in 40 countries.

Important notice

THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER A TENDER OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE THE MAKING OR ACCEPTANCE OF SUCH TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, (INCLUDING BY USE OF, OR BY ANY MEANS OR INSTRUMENTALITY, INCLUDING WITHOUT LIMITATION E-MAIL, POST, FACSIMILE TRANSMISSION, TELEPHONE OR INTERNET, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE) AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

Notice to Shareholders in the United States

The Tender Offer is made to Pöyry's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Pöyry to whom an offer is made. Any information documents, including the tender offer document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Pöyry's other shareholders.

The Tender Offer is made for the issued and outstanding shares in Pöyry, a Finnish company. Information distributed in connection with the Tender Offer is subject to disclosure requirements of Finland, which are different from those of the United States. The financial statements and financial information included in this stock exchange release or in the tender offer document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.

It may be difficult for Pöyry's shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since ÅF and Pöyry are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Pöyry's shareholders may not be able to sue ÅF or Pöyry or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel ÅF and Pöyry and their respective affiliates to subject themselves to a U.S. court's judgment.

The Tender Offer is expected to be made in the United States pursuant to Section 14(e) and Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended as a "Tier II" tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

To the extent permissible under applicable law or regulations, ÅF and its affiliates or brokers (acting as agents for ÅF or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase, shares in Pöyry that are the subject of the Tender Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Pöyry of such information. In addition, the financial advisers to ÅF may also engage in ordinary course trading activities in securities of Pöyry, which may include purchases or arrangements to purchase such securities.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the tender offer document. Any representation to the contrary is a criminal offence in the United States.

Forward-looking Statements

This stock exchange release includes "forward-looking statements." These statements may not be based on historical facts, but are statements about future expectations. When used in this stock exchange release, the words "aims," "anticipates," "assumes," "believes," "could," "estimates," "expects," "intends," "may," "plans," "should," "will," "would" and similar expressions as they relate to ÅF, Pöyry, the Tender Offer or the combination of the business operations of ÅF and Pöyry identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. Forward-looking statements are set forth in a number of places in this stock exchange release, including wherever this stock exchange release includes information on the future results, plans and expectations with regard to ÅF's business following the completion of the Tender Offer, including strategic plans, synergies and growth, and general economic conditions. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations that, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Investors should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of ÅF to differ materially from those expressed or implied in the forward-looking statements. Neither ÅF nor any of its affiliates, advisors or representatives or any other person undertakes any obligation to review or confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise after the date of this stock exchange release.

Disclaimer

Skandinaviska Enskilda Banken AB (publ), which is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen), is acting as lead financial adviser to ÅF and no one else in connection with the Tender Offer and arranger in relation to the Tender Offer, will not regard any other person than ÅF as its client in relation to the Tender Offer and will not be responsible to anyone other than ÅF for providing the protection afforded to clients of Skandinaviska Enskilda Banken AB (publ) nor for providing advice in relation to the Tender Offer.

Access Partners Oy is acting as financial adviser to ÅF and no one else in connection with the Tender Offer, will not regard any other person than ÅF as its client in relation to the Tender Offer and will not be responsible to anyone other than ÅF for providing the protection afforded to clients of Access Partners Oy nor for providing advice in relation to the 

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