Nasdaq Helsinki Ltd: VIKING ACQUISITIONS CORP. LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES IN TECNOTREE

8 March 2018 at 8.00 (EET)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW. 

VIKING ACQUISITIONS CORP. LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER
FOR ALL SHARES IN TECNOTREE 

Viking Acquisitions Corp. ("Viking" or the "Offerror") and Tecnotree
Corporation ("Tecnotree" or the "Company") have on 8 March 2018 entered into a
transaction agreement (the "Transaction Agreement") under which Viking
undertakes to make a voluntary public cash tender offer to purchase all of the
issued and outstanding shares in Tecnotree that are not owned by Tecnotree or
any of its subsidiaries (the "Tender Offer"). The price offered for each share
validly tendered in the Tender Offer will be EUR 0.10 in cash. The Tender Offer
values Tecnotree at approximately EUR 12.26 million, on a fully diluted basis. 

SUMMARY OF THE TENDER OFFER

  -- Tender Offer of EUR 0.10 in cash for each share in Tecnotree (the "Offer
     Price");

  -- The Offer Price is approximately:
     -- 26.6 percent higher than the closing price of Tecnotree on Nasdaq
        Helsinki Ltd ("Nasdaq Helsinki") on 7 March 2018, i.e. last day of
        trading before the announcement of the Tender Offer;
     -- 28.1 percent higher than the 3-month volume weighted average price on
        Nasdaq Helsinki; and
     -- 18.8 percent higher than the 12-month volume weighted average price on
        Nasdaq Helsinki;
  -- The grounds on which the consideration of EUR 0.10 for each Share validly
     tendered is based are that the liquidity and cash position of Tecnotree are
     extremely challenging and Tecnotree has significant uncertainty factors
     relating to the continuity of its operations. Tecnotree's ability as going
     concern is dependent
on the successful completion of getting new financing but Tecnotree has not
     succeeded in realizing the needed financing arrangement;
  -- Any distribution of funds by Tecnotree decided after the date of the
     announcement of the Tender Offer, which a shareholder who has accepted the
     Tender Offer is entitled to, will be deducted from the Offer Price;
  -- The Board of Directors of Tecnotree has unanimously decided to recommend
     the shareholders to accept the Tender Offer;
  -- Certain shareholders, together representing approximately 41.45 percent of
     the shares in Tecnotree, have irrevocably undertaken to accept the Tender
     Offer;
  -- The Tender Offer is subject to e.g. necessary regulatory approvals, permits
     and consents, including without limitation competition clearances, and the
     Offeror gaining control of more than ninety percent (90%) of the issued and
     outstanding shares and voting rights of Tecnotree;
  -- The Offeror will on or about 16 March 2018 publish a tender offer document
     with detailed information on the Tender Offer;
  -- The offer period under the Tender Offer is expected to commence on or about
     19 March 2018 and to run for approximately four (4) weeks. 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.

Commenting on the Tender Offer, Harri Koponen, Chairman of the Board of
Directors of Tecnotree, said: "After a thorough examination of the Tender
Offer, the Board of Directors of Tecnotree has unanimously decided to recommend
the shareholders to accept it. Tecnotree is a Finnish telecom product company
in existence for over 40 years focused on telecommunications software.  In
2017, Tecnotree's profitability clearly increased, but company's liquidity and
cash position remained challenging due to the financial obligations resulting
from historical activities. We have been investigating and evaluating different
financing arrangements to strengthen company's liquidity and cash position. Our
view is that this Tender Offer provides a good and durable solution for
Tecnotree's financing need." 

Commenting on the Tender Offer, Padma Ravichander, CEO of Tecnotree, said: "We
in Tecnotree are on a journey towards transforming the digital experience of
our Telecom customers and their subscribers using our state-of-the-art
products.  As our 2017 results showed, we are already on a strong path towards
profitability. Viking and its affiliates have extensive experience in
acquiring, stabilizing and growing international software companies so I am
confident that with their involvement and support we are able to reach our goal
to achieve financial stability and to serve our customers even better. We also
believe that Viking and its affiliates can help Tecnotree to improve its
execution, quality and agility as well as to develop new and innovative
business models. We look forward to this acquisition to strengthen and
stabilize Tecnotree and to takes us from a Best of Niche Player to a "Best of
Suite" player in the markets we serve!" 

Commenting on the Tender Offer, Mike Shinya, President of the Offeror, said: "I
view Tecnotree with excitement and optimism and see the combination of word
class clients, solutions and employees as compelling. Viking and its affiliates
passionately hold the belief that there is long term, sustainable and
profitable future for Tecnotree with long-term growth and success." 

BACKGROUND AND STRATEGIC PLANS

The Offeror is a corporation incorporated on 29 January 2018 and existing under
the laws of Delaware, the United States. The Offeror is wholly owned and
controlled by Mr. Joseph Liemandt and formed at his direction for the purpose
of making the Tender Offer. The Offeror has not carried out business operations
since its incorporation. 

Mr. Joseph Liemandt is a private individual based in the United States. After
studying economics at the Stanford University, Mr. Liemandt founded the Trilogy
group of companies in 1989. The Trilogy group is founded on the principle of
utilizing disruptive technology to unleash significant business value to its
customers and under Mr. Liemandt's control, has grown rapidly through
acquisitions and organically. In addition, Mr. Liemandt holds a number of other
assets, including liquid investments and minority interests in certain private
and public companies. 

The Offeror and its affiliates focus on buying, strengthening and growing
software companies worldwide. The acquisition of Tecnotree represents an
opportunity for the Offeror to leverage its strong history revitalizing
enterprise software companies and selling solutions in the telecommunications
industry. 

Tecnotree is a global supplier of telecom IT software products and solutions,
for charging, billing, customer care, messaging and content management
services.  The Company's product portfolio comprises virtually the full range
(order-to-cash) business management solutions for telecom operators, with
standard solutions for fixed networks, mobile services and broadband and for
managing subscriptions, services and cash flows for prepaid and post-paid
customers. Tecnotree is listed on Nasdaq Helsinki with the trading code TEM1V. 

The Offeror's aim is to return the Company to sustainable profitability and to
develop the business globally going forward. The Offeror will focus on ensuring
long term financial viability and is committed to taking the necessary steps to
ensure that this is achieved. The Offeror is analyzing necessary measures to be
taken after the completion of the Tender Offer but no decisions have been made
so far. Any measures taken will be done keeping in mind the best interest of
Tecnotree's valued customers and longterm viability of the Company and in
accordance with the restructuring programme. In accordance with the Offeror's
current view, the planned measures may include also cost savings and
restructurings. 

THE TENDER OFFER IN BRIEF

The Offeror and Tecnotree have on 8 March 2018 entered into the Transaction
Agreement, pursuant to which the Offeror will make a voluntary recommended
public tender offer to purchase all issued and outstanding shares in Tecnotree.
On the date of this stock exchange release, Tecnotree has 122,628,428 shares.
Should such amount of shares be tendered in the Tender Offer that the Offeror
obtains more than ninety percent (90%) of all shares and voting rights in
Tecnotree, the Offeror intends to initiate compulsory redemption proceedings
for the remaining of the shares and thereafter apply for delisting of the
shares of Tecnotree from Nasdaq Helsinki. The Offeror does not hold any shares
in Tecnotree at the date of this announcement. For a brief description of the
Transaction Agreement, please see "Summary of the Transaction Agreement" below. 

The price offered for each share validly tendered in the Tender Offer will be
EUR 0.10 in cash. Any distribution of assets by Tecnotree after the date of the
Transaction Agreement shall reduce the Offer Price by an amount equal to such
distribution per share. 

The grounds on which the consideration of EUR 0.10 for each Share validly
tendered is based are that the liquidity and cash position of Tecnotree are
extremely challenging and Tecnotree has significant uncertainty factors
relating to the continuity of its operations. Tecnotree's ability as going
concern is dependent on the successful completion of getting new financing but
Tecnotree has not succeeded in realizing the needed financing arrangement. 

The offer period under the Tender Offer is expected to commence on or about 19
March 2018 and initially expected to run until 13 April 2018. 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 detailed terms and conditions of the Tender Offer and information on how to
accept the Tender Offer will be included in the tender offer document expected
to be published by the Offeror on or about 16 March 2018. 

The Offeror and Tecnotree have undertaken to follow the Helsinki Takeover Code
issued by the Finnish Securities Market Association as referred to in the
Finnish Securities Market Act. 

The Offeror reserves the right to buy shares of Tecnotree before, during and/or
after the offer period in public trading on Nasdaq Helsinki or otherwise. 

Recommendation by the Board of Directors of Tecnotree

The Board of Directors of Tecnotree has unanimously decided to recommend that
the shareholders accept the Tender Offer for their shares. The statement of the
Board of Directors of Tecnotree containing the unanimous and unconditional
recommendation prepared pursuant to the Finnish Securities Market Act and the
Helsinki Takeover Code will be included as an appendix to the tender offer
document. In order to support its assessment of the Tender Offer, the Board of
Directors of Tecnotree has commissioned Ernst & Young Oy ("EY") to provide a
fairness opinion concerning the Tender Offer. The complete fairness opinion
will be attached to the statement of the Board of Directors of Tecnotree. 

Support by Certain Shareholders and Management

Certain shareholders of Tecnotree as well as the Board members and the CEO of
Tecnotree who, as of the date hereof, hold in the aggregate 50,832,217 shares
in Tecnotree, representing approximately 41.45 percent of the shares in
Tecnotree, have given irrevocable undertakings to the Offeror to accept the
Tender Offer in respect of all shares held by such shareholder pursuant to the
terms and conditions of the Tender Offer. 

Conditions for the Completion of the Tender Offer

The completion of the Tender Offer will be subject to the satisfaction or
waiver by the Offeror of the following conditions: 

  1. the valid tender of shares representing (together with any shares that may
     be held by the Offeror) more than ninety per cent (90%) of the issued and
     outstanding shares and voting rights of Tecnotree on a fully diluted basis
     calculated in accordance with Chapter 18 Section 1 of the Finnish Companies
     Act (624/2006, as amended) governing the right and obligation to commence a
     mandatory redemption procedure;

  1. the receipt of all applicable regulatory permits, consents and approvals,
     including anti-trust approvals, necessary to permit the consummation of the
     transactions contemplated hereunder in such a manner that the terms and
     conditions possibly included in such permits, consents or approvals are
     acceptable to the Offeror
;

  1. no order or regulatory action by a court or regulatory authority of
     competent jurisdiction preventing, postponing or materially challenging the
     completion of the Tender Offer;

  1. no information made public or disclosed by Tecnotree to the Offeror being
     materially inaccurate, incomplete or misleading and Tecnotree not having
     failed to make public any information that should have been made public by
     it under applicable laws and regulations,
including the rules of the Nasdaq Helsinki,
 provided that, in each case, such disclosure or failure to disclose
     information constitutes or results in a Material Adverse Change (as defined
     below);

  1. no fact or circumstance having arisen after the date of this announcement
     that constitutes a Material Adverse Change (as defined below);

  1. the Offeror not, after the signing of the Transaction Agreement, having
     received information previously undisclosed to it that constitutes a
     Material Adverse Change (as defined below), that occurred prior to the
     signing of the Transaction Agreement;

  1. the Transaction Agreement still being in force;

  1. the Recommendation of the Board of Directors of Tecnotree being in force
     and not amended (other than with respect to amendments which are required
     under applicable laws and regulations including the Takeover Code and which
     do not amend the material substance of the Recommendation in a manner
     detrimental to the Offeror); and

  1. the undertakings by certain shareholders of Tecnotree (representing 41.45
     percent of the shares in Tecnotree) to accept the Tender Offer remain in
     full force and effect in accordance with their terms.

The Offeror shall not invoke any of the above conditions for completion so as
to cause the Tender Offer not to proceed, to lapse or to be withdrawn, unless
the non-fulfilment of the relevant conditions for completion has a significant
meaning to the Offeror from the perspective of the Tender Offer, as referred to
in the Regulations and Guidelines 9/2013, as may be amended or re-enacted from
time to time, issued by the Finnish Financial Supervisory Authority and the
Helsinki Takeover Code. 

Authority Approvals

The completion of the Tender Offer is, among other things, conditional upon
receipt of all applicable regulatory permits, consents and approvals, including
antitrust approvals, necessary to permit the completion of the Tender Offer. 

As of the date of this announcement, the Offeror has the understanding that no
anti-trust approvals from any authority or making any filing or giving any
notice to any anti-trust authority would be required in connection with the
execution of the Transaction Agreement and the Tender Offer or consummation of
the transactions contemplated thereby. 

Financing

The Offeror will finance the Tender Offer (including any subsequent compulsory
redemption proceedings in accordance with the Finnish Companies Act) through
financing arrangements that will be unconditionally at its disposal and no
third party consent or financing is required by the Offeror to finance the
Tender Offer (including any subsequent compulsory redemption proceedings in
accordance with the Finnish Companies Act). The Offeror is the main creditor of
the Company. The Offeror's outstanding receivables from the Company amount to
approximately EUR 21.64 million and consist of both secured and unsecured debt
included in the restructuring programme. 

SUMMARY OF THE TRANSACTION AGREEMENT

General

The Transaction Agreement entered into by and between the Offeror and Tecnotree
sets forth the principal terms under which the Offeror will make the Tender
Offer. 

In the Transaction Agreement, the Offeror and Tecnotree have agreed on the
conditions to completion of the Tender Offer as set out above. 

Subject to the Offeror acquiring more than ninety percent (90%) of the issued
and outstanding shares and voting rights of Tecnotree, the Offeror has
undertaken to commence compulsory redemption proceedings of the remaining
shares of Tecnotree and to cause the Tecnotree shares to be delisted from
Nasdaq Helsinki. 

Recommendation of the Board of Directors of Tecnotree

Under the Transaction Agreement, the Board of Directors of Tecnotree undertakes
to issue a formal recommendation to the shareholders of Tecnotree to accept the
Tender Offer. The Board of Directors of Tecnotree undertakes to issue and
publish the recommendation (which shall be accompanied by a fairness opinion
obtained by the Board of Directors from an independent financial advisor). The
recommendation shall be incorporated in the tender offer document before its
publication in accordance with Chapter 11, section 11 of the Finnish Securities
Markets Act. 

The Board of Directors of Tecnotree may nevertheless decide to withdraw, modify
or change the recommendation and take actions contradictory to the
recommendation if the Board of Directors determines in good faith after taking
advice from external legal counsel and its financial advisers and after
providing the Offeror with a reasonable opportunity to discuss with the Board
of Directors of Tecnotree, that such withdrawal, modification, or change is
required in order for the Board of Directors to comply with its mandatory
fiduciary duties to Tecnotree's shareholders under Finnish laws and the
Helsinki Takeover Code. 

Further, in the event of a competing offer or competing proposal, the Board of
Directors of Tecnotree may cancel, modify, change or not issue the
recommendation if (i) Tecnotree has not solicited competing offers as described
below, (ii) Tecnotree has promptly notified the Offeror (and in any event
within two (2) business days of the Company's receipt of the competing offer or
competing proposal, as applicable) with reasonably detailed information about
the competing offer or competing proposal (including identity of competing
offeror, pricing, and other material terms and conditions, as well as any
material revisions thereto), (iii) the Board of Directors of Tecnotree has
provided certain time period to the Offeror to enhance the Tender Offer; and
(iv) the Board of Directors of Tecnotree under its mandatory fiduciary duties
reasonably and in good faith considers that it would no longer be in the best
interest of the shareholders of Tecnotree to accept the Tender Offer. If a
competing offer would be published but the Offeror would enhance its Tender
Offer so as to, in the reasonable opinion of the Board of Directors of
Tecnotree rendered in good faith, be at least equally favorable to the
shareholders as the competing offer, the Board of Directors of Tecnotree shall
confirm and uphold the recommendation for the Tender Offer, as amended. 

Tecnotree has also undertaken not to solicit or encourage any competing offers
or proposals for such offers or other transactions competing with the Tender
Offer, nor to promote any such proposals, except if the Board of Directors of
Tecnotree considers that such promoting measures are required in order for the
Board of Directors to comply with its mandatory fiduciary duties. Tecnotree has
agreed to inform the Offeror of any competing proposals as described above and
to provide the Offeror with an opportunity to negotiate with the Board of
Directors of Tecnotree of matters arising from such competing proposals. 

Representations, Warranties, Covenants and Undertakings

The Transaction Agreement further includes certain representations, warranties
and undertakings by both parties, such as conduct of business by Tecnotree in
the ordinary course of business before the completion of the Tender Offer, and
cooperation by the parties in making necessary regulatory filings. Under the
Transaction Agreement, the Offeror as the main creditor of the Company, has
agreed not to claim that the Company would be in default in respect of the
existing payment arrangements nor invoke any right of a creditor of the Company
to cause the debt arrangement in the restructuring programme to lapse or the
restructuring programme to lapse for as long as the Transaction Agreement has
not been terminated or expired. 

Termination

The Transaction Agreement may be terminated at any time prior to the closing
date of the Tender Offer, as follows: 

  -- by mutual written agreement of the parties;
  -- by either party by a written notice to the other party if the completion of
     the Tender Offer has not occurred on or before 30 June 2018 (the "Long-stop
     Date"), however, for the sake of clarity, the Company may not terminate the
     Transaction Agreement if the completion of the Tender Offer has not
     occurred on or before the Long-stop Date due to any pending regulatory
     permits, consents and approvals, including any anti-trust approvals that
     are necessary for the consummation of the Tender Offer;
  -- by the Company if the Offeror has not commenced the Tender Offer period on
     or before 31 May 2018
  -- by either party by a written notice to the other party upon a material
     breach of any warranties of the other Party set forth in the Transaction
     Agreement, provided, however, that such breach constitutes or results in a
     material adverse effect (i) on the breaching party and its subsidiaries,
     taken as a whole, or (ii) on the consummation of the Tender Offer, or (iii)
     the benefits of the Tender Offer to the Offeror or to the shareholders of
     the Company, and provided that such breach has not been cured prior to the
     Long-stop Date;
  -- by either party by a written notice to the other party upon a material
     breach of any undertakings by, or of any obligations of the other Party
     (other than the warranties) set forth in the Transaction Agreement;
  -- by either party by a written notice to the other party if the Board of
     Directors of the Company has in compliance with the provisions of the
     Transaction Agreement withdrawn, modified or changed the recommendation in
     a manner detrimental to the Offeror;
  -- by either party by a written notice to the other party in case of a final,
     non-appealable injunction or other order issued by any court of competent
     jurisdiction or other final, non-appealable legal restraint or prohibition
     preventing the consummation of the Tender Offer;
  -- by the Offeror, if, after the signing of the Transaction Agreement, there
     occurs a Material Adverse Change or if, after the signing of the
     Transaction Agreement, the Offeror has received information previously
     undisclosed to it that constitutes a Material Adverse Change;
  -- by either party by a written notice to the other party if the conditions to
     completion of the Tender Offer have not been satisfied or waived by Offeror
     in accordance with the terms and conditions of the Tender Offer and the
     Offeror has publicly announced that it will not complete the Tender Offer;
     or
  -- by the Offeror in case the Board of Directors of the Company has, for any
     reason whatsoever, modified, cancelled, changed or decided not to issue the
     recommendation.

"Material Adverse Change" means:

(A) one or several events, conditions, circumstances, developments,
occurrences, changes or facts, including a loss of a material customer, that,
individually or in the aggregate, results in or would reasonably expect to
result in (i) the debt arrangement in the restructuring programme to lapse,
(ii) the restructuring programme to lapse, (iii) the restructuring programme to
be materially changed, (iv) the Company not possessing sufficient liquidity to
continue its business in the ordinary course in all material respects between
the signing of the Transaction Agreement and the completion of the Tender
Offer, or (v) the Company being declared bankrupt; or 

(B) one or several events, conditions, circumstances, developments,
occurrences, changes or facts that, individually or in the aggregate, have,
results in or would reasonably expect to have or result in, a material adverse
effect on the business, assets, financial condition or results of operations of
Tecnotree group, taken as a whole, excluding, however, any adverse effects or
circumstances arising wholly or substantially, out of: 

(i) any changes in general economic, industry, market, regulatory or political
conditions, so long as such adverse effect or circumstance does not have a
disproportionate effect on the Group relative to other industry participants; 

(ii) an act or omission carried out or omitted by the Offeror (in its capacity
as bidder in the Tender Offer or otherwise) or an act or omission carried out
or omitted by a Tecnotree group company at the express request or direction of
the Offeror (in its capacity as bidder in the Tender Offer or otherwise); 

(iii) any natural disasters, strike, outbreak of major hostilities or act of
war or terrorism, so long as such adverse effect or circumstance does not have
a disproportionate effect on the Tecnotree group relative to other industry
participants; or 

(iv) the Tender Offer; or

(C) any divestment or reorganization of all or any material part of the assets
of the Tecnotree group or a Tecnotree group company. 

For the sake of clarity, under no circumstances shall any Material Adverse
Change be deemed to exist to the extent the effect causing the alleged Material
Adverse Change has been publicly disclosed in the Company's stock exchange
releases published during the three (3) years preceding the signing of the
Transaction Agreement or has been fairly disclosed in the due diligence
conducted by the Offeror. 

ADVISERS

The Offeror has appointed Evli Bank Plc, Corporate Finance as financial adviser
and Castrén & Snellman Attorneys Ltd as legal adviser in connection with the
Tender Offer. 

Tecnotree has appointed EY LLP as financial adviser and Fondia Plc as legal
adviser. 

PRESS CONFERENCE

Viking and Tecnotree will host a meeting in Helsinki (Pieni Roobertinkatu 1-3)
for media and analysts regarding the announcement and Tender Offer at Hotel
Lilla Roberts, room Emmy, today (8 March 2018) at 11a.m. (EET). 

FURTHER INFORMATION

  -- Harri Koponen, chairman of the Board of Tecnotree, phone [phone]

  -- Padma Ravichander, CEO of Tecnotree, phone [phone]
     6371
  -- Mike Shinya, President of Viking, phone [phone]

Tecnotree in brief:

Tecnotree is a global supplier of telecom IT software products and solutions,
for charging, billing, customer care, messaging and content management
services.  The Company's product portfolio comprises virtually the full range
(order-to-cash) business management solutions for telecom operators, with
standard solutions for fixed networks, mobile services and broadband and for
managing subscriptions, services and cash flows for prepaid and post-paid
customers. 

Tecnotree is listed on Nasdaq Helsinki (TEM1V). For more information, please
visit www.tecnotree.com. 

Viking in brief:

Viking is a corporation incorporated and existing under the laws of Delaware,
the United States. Viking and its affiliates focus on buying, strengthening and
growing software companies worldwide. 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW. 

THIS 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 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 THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL
ACCEPT THE TENDER OFFER FOR THE SHARES AND OPTION RIGHTS 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 AN OFFER OR
PARTICIPATION THEREIN 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 DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, 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 LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE
ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR
FROM WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG.