Nasdaq Helsinki Ltd: Flybird Holding Oy commences the voluntary recommended public cash tender offer for all the shares in Musti Group Plc on 18 December 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO AND/OR IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. 

Flybird Holding Oy commences the voluntary recommended public cash tender offer
for all the shares in Musti Group Plc on 18 December 2023 

Flybird Holding Oy       Stock exchange release   15 December 2023 at
19:00 EET 

As announced on 29 November 2023, Sonae Holdings, S.A. (a subsidiary
wholly-owned and controlled by Sonae - SGPS, S.A. ("Sonae")) and Jeffrey David,
the Chair of Musti Group Plc's Board of Directors, Johan Dettel, a member of
Musti Group Plc's Board of Directors, and David Rönnberg, the Chief Executive
Officer of Musti Group Plc, have formed a consortium (the "Consortium") for the
purposes of the voluntary recommended public cash tender offer for all the
issued and outstanding shares in Musti Group Plc ("Musti" or the "Company")
that are not held by Musti or its subsidiaries (the "Shares" or, individually,
a "Share") made by Flybird Holding Oy (the "Offeror"), a private limited
liability company established for the purposes of the tender offer and
incorporated and existing under the laws of Finland (the "Tender Offer"). The
Offeror and Musti have on 29 November 2023 entered into a combination agreement
(the "Combination Agreement") pursuant to which the Offeror will make the
Tender Offer. 

The Finnish Financial Supervisory Authority has today approved the Finnish
language version of the tender offer document relating to the Tender Offer (the
"Tender Offer Document"). The offer period for the Tender Offer will commence
on 18 December 2023, at 9:30 (Finnish time) and expire on 5 February 2024, at
16:00 (Finnish time), unless the offer period is extended as described in the
terms and conditions of the Tender Offer (the "Offer Period"). The Tender Offer
is currently expected to be completed during the first quarter of 2024. The
Offeror will extend the Offer Period in accordance with, and subject to, the
terms and conditions of the Tender Offer and applicable laws and regulations,
to the extent necessary in order to satisfy the conditions to completion of the
Tender Offer. Any possible extension of the Offer Period will be announced by
way of a stock exchange release. 

The Finnish language version of the Tender Offer Document will be available on
the internet at flybird-tenderoffer.com,
mustigroup.com/fi/sijoittajat/flybird-ostotarjous and
www.nordea.fi/musti-ostotarjous as of 15 December 2023. The English language
translation of the Tender Offer Document will be available on the internet at
flybird-tenderoffer.com, mustigroup.com/investors/flybird-tender-offer and
www.nordea.fi/musti-offer as of 15 December 2023. 

The offer price under the Tender Offer is EUR 26.00 in cash for each Share
validly tendered in the Tender Offer (the "Offer Price"). 

The Offer Price has been determined based on 33,387,887 issued and outstanding
Shares. Should the Company change the number of Shares that are issued and
outstanding on the date hereof as a result of a new share issue,
reclassification, stock split (including a reverse split) or any other similar
transaction with dilutive (or in some cases, the opposite) effect, including
securities convertible into Shares or equity interests, or should the Company
declare or distribute a dividend or otherwise distribute funds or any other
assets to its shareholders, or if a record date with respect to any of the
foregoing occurs prior to the first settlement date of the completion trades of
the Shares, the Offer Price payable by the Offeror shall be adjusted
accordingly on a euro-for-euro basis. 

The Offer Price represents a premium of approximately:

 -- 27.1 per cent compared to EUR 20.46, i.e. the closing price of the Share on
   Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on 28 November 2023, the last
   trading day immediately preceding the announcement of the Tender Offer;
 -- 39.3 per cent compared to EUR 18.66, i.e. the three-month volume-weighted
   average trading price of the Share on Nasdaq Helsinki on the last trading
   day immediately preceding the announcement of the Tender Offer;
 -- 40.4 per cent compared to EUR 18.51, i.e. the six-month volume-weighted
   average trading price of the Share on Nasdaq Helsinki on the last trading
   day immediately preceding the announcement of the Tender Offer; and
 -- 49.5 per cent compared to EUR 17.39, i.e. the twelve-month volume-weighted
   average trading price of the Share on Nasdaq Helsinki on the last trading
   day immediately preceding the announcement of the Tender Offer.

Discussions concerning the Tender Offer were commenced on the Consortium's
initiative, after which the Offeror was allowed to conduct a due diligence
review of Musti in connection with the preparations for the Tender Offer. In
parallel with the Offeror's due diligence review, the Consortium, and the
non-conflicted members of the Board of Directors of Musti who are not members
of the Consortium, engaged in negotiations, which resulted in the Offer Price
of EUR 26.00 per Share, a material increase compared to the first non-binding
indicative proposal made by the Consortium. Following due diligence and such
negotiations, the Offeror and Musti, on 29 November 2023, entered into the
Combination Agreement pursuant to which the Offeror makes the Tender Offer. 

The Board of Directors of Musti, represented by a quorum comprising the
non-conflicted members of the Board of Directors who are not members of the
Consortium, has unanimously decided to recommend in its statement issued on 13
December 2023 pursuant to the Finnish Securities Markets Act (746/2012, as
amended) and the Helsinki Takeover Code issued by the Finnish Securities Market
Association (the "Helsinki Takeover Code") that the shareholders of Musti
accept the Tender Offer. The Board of Directors of Musti has received separate
fairness opinions, dated 29 November 2023, by Advium Corporate Finance Ltd. and
Carnegie Investment Bank AB (publ), Finland Branch, to the effect that, as of
the date of such fairness opinions, the Offer Price to be paid to holders of
Shares pursuant to the Tender Offer, was fair, from a financial point of view,
to such holders of Shares (other than Sonae, Jeffrey David, Johan Dettel and
David Rönnberg). The fairness opinions were based upon and subject to the
assumptions made, procedures followed, matters considered and limitations and
qualifications on the reviews undertaken as more fully described in such
fairness opinions. The fairness opinions of Advium Corporate Finance Ltd. and
Carnegie Investment Bank AB (publ), Finland Branch were provided for the use
and benefit of the Board of Directors of Musti and do not constitute a
recommendation as to whether any holders of Shares should tender such Shares in
connection with the Tender Offer, how any holders of Shares should act in
connection with the Tender Offer or any related matter. The complete fairness
opinions are attached to the statement of the Board of Directors of Musti which
is attached as Annex A to the Tender Offer Document. 

The completion of the Tender Offer is subject to the satisfaction or waiver by
the Offeror of certain customary conditions on or prior to the Offeror's
announcement of the final result of the Tender Offer including, among others,
that approvals by all necessary competition authorities and other regulatory
authorities have been received (or regulatory waiting periods have expired, as
the case may be) and the Offeror having gained control to more than 90 per cent
of the Shares and votes in Musti on a fully diluted basis. 

The Offeror has, between the announcement of the Tender Offer and today,
purchased an aggregate of 861,806 Shares in Musti. The highest price paid in
such purchases has been EUR 26.00 per Share. The Offeror and the Consortium
members as well as their affiliates hold currently in aggregate approximately
6.8 per cent of the Shares in Musti. 

Most Finnish account operators will send a notice regarding the Tender Offer
and related instructions to those who are registered as shareholders in the
shareholders' register of Musti maintained by Euroclear Finland Oy.
Shareholders of Musti who do not receive such instructions from their account
operator or asset manager should first contact their account operator or asset
manager and can subsequently contact Nordea Bank Abp ("Nordea") by sending an
email to [e-mail], where such shareholders of Musti can receive
information on submitting their acceptance of the Tender Offer. Please note,
however, that Nordea will not be engaging in communications relating to the
Tender Offer with shareholders located within the United States. Shareholders
who are located within the United States may contact their brokers for
necessary information. 

Those shareholders of Musti whose Shares are nominee-registered, and who wish
to accept the Tender Offer, must effect such acceptance in accordance with the
instructions given by the custodian of the nominee-registered shareholders. The
Offeror will not send an acceptance form or any other documents related to the
Tender Offer to these shareholders of Musti. 

A shareholder of Musti who wishes to accept the Tender Offer must submit the
properly completed and duly executed acceptance to the account operator
managing the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. The Offeror reserves the right to
reject or approve, in its sole discretion, any acceptances that have been
submitted in an incorrect or incomplete manner. 

The Offeror will announce the preliminary result of the Tender Offer on or
about the first (1st) Finnish banking day following the expiration of the Offer
Period (including any extended or discontinued extended Offer Period). In
connection with the announcement of such preliminary result, it will be
announced whether the Tender Offer will be completed subject to the conditions
to completion of the Tender Offer being satisfied or waived on the date of the
final result announcement and whether the Offer Period will be extended. The
final result of the Tender Offer will be announced on or about the third (3rd)
Finnish banking day following the expiration of the Offer Period (including any
extended or discontinued extended Offer Period) at the latest. In connection
with the announcement of the final result, the percentage of the Shares that
have been validly tendered and accepted in the Tender Offer, and that have not
been validly withdrawn, will be confirmed. 

The Offeror, Sonae and Sonae Holdings, S.A., each respectively, reserve the
right to acquire, or enter into arrangements to acquire Shares, or arrange
ownership of Shares, before, during and/or after the Offer Period (including
any extension thereof and any subsequent offer period) in public trading on
Nasdaq Helsinki or otherwise. 

The terms and conditions of the Tender Offer are enclosed in their entirety to
this stock exchange release (Annex 1). 

The Offeror and Sonae have appointed Goldman Sachs Bank Europe SE as their lead
financial adviser and Krogerus Attorneys Ltd as their lead legal adviser in
connection with the Tender Offer. The Offeror has appointed Nordea Bank Abp as
its financial adviser and arranger of the Tender Offer outside of the United
States and Davis Polk & Wardwell London LLP as U.S. counsel in connection with
the Tender Offer. Jeffrey David, Johan Dettel and David Rönnberg have appointed
White & Case LLP as their legal adviser in connection with the Tender Offer. 

Musti has appointed Jefferies GmbH as its financial adviser and Roschier,
Attorneys Ltd. as its legal adviser and Cravath, Swaine & Moore LLP as U.S.
counsel in connection with the Tender Offer. Hill and Knowlton Finland Oy acts
as Musti's communications advisor in the Tender Offer. 

Investor and Media enquiries:

Musti Group Plc

Toni Rannikko
CFO
tel. [phone]



Martin Svedholm
Director, Treasury and Investor Relations
tel. [phone], [e-mail]

The Consortium

Célia Sá Miranda
Legal Counsel, Sonae
tel. [phone], [e-mail]



Ricardo Rocha
Investor Relations, Sonae
tel. [phone], [e-mail]

About the Consortium

Sonae Holdings, S.A. is owned and controlled by Sonae. Founded in 1959, Sonae
is a Portuguese-headquartered, multinational group with market-leading
positions in its key markets across several sectors, including retail (food and
non-food), health, wellness and beauty, real estate, telecom, technology and
financial services. Sonae has a long-term view on economic and social value
creation, which is pursued through an active portfolio management strategy and
a strong social and environmental mindset. Through the strong performance of
Sonae's businesses and the respective synergies within its portfolio, Sonae has
shown a solid track-record of value creation and financial performance over the
years, supported by a stable shareholder structure and several successful
longstanding partnerships in its key portfolio companies. In 2022, Sonae's
consolidated group revenue reached EUR 7.7 billion and consolidated EBITDA
surpassed EUR 900 million. With a global footprint, Sonae's current portfolio
includes leading companies such as MC, Worten, NOS, Sierra, Bright Pixel,
Zeitreel and Universo. Sonae currently holds 1.7 per cent of the Shares and
votes in Musti. 

Jeffrey David has been a member of the Board of Directors of Musti since 2016
and Chair of the Board of Directors of Musti since 2017. Johan Dettel has been
a member of the Board of Directors of Musti between 2014 and 2018 and since
2022. David Rönnberg has been the CEO of Musti since 2017. Therefore, all the
above individuals have exceptional operational experience and know-how both in
the pet care and retail sectors as well as in the operations of Musti, which
also forms the basis for their inclusion in the Consortium by Sonae. The
aggregate holding of the above persons is 2.5 per cent of the Shares and votes
in Musti. 

About Musti

Musti is the leading Nordic pet care specialist operating in Finland, Sweden
and Norway and it employs over 1,500 employees. Musti serves Nordic customers
in all channels through store chains Musti ja Mirri, Musti, Arken Zoo and
Djurmagazinet, comprising a network totalling 342 stores (as per Musti's
financial statements release), and through online-first retail brands such as
Peten Koiratarvike and Vetzoo. Musti's mission is to make the life of pets and
their owners easier, safer and more fun throughout the whole lifespan of the
pet. 

IMPORTANT INFORMATION

THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG
KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO AND/OR 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 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 LAWS OR REGULATIONS. 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, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT
BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY
OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH
AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID. 

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
STOCK EXCHANGE RELEASE HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF
JURISDICTIONS OUTSIDE OF FINLAND. 

Information for shareholders of Musti in the United States

The Tender Offer is being made for the issued and outstanding Shares in Musti,
which is a public limited company incorporated and admitted to trading on a
regulated market in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer will be made to Musti shareholders in
the United States in compliance with the applicable U.S. tender offer rules
under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange
Act"), 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, the
Tender Offer timetable, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer law and
practice. The financial information included in this stock exchange release or
the Tender Offer Document has not been prepared in accordance with U.S. GAAP,
or derived therefrom, and may therefore differ from, and not be comparable
with, financial information of U.S. companies. 

In accordance with the laws of Finland, the Offeror and its respective
affiliates or brokers (acting as agents for the Offeror 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 outside the United
States, Shares in Musti or any securities that are immediately convertible
into, exchangeable for or exercisable for such Shares before or during the
period in which the Tender Offer remains open for acceptance, to the extent
permitted by, and in compliance with, Rule 14e-5 under the U.S. Exchange Act.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent required in Finland,
any information about such purchases will be made public in Finland in the
manner required by Finnish law. 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 Musti of such information. In addition, subject to
the applicable laws of Finland and applicable U.S. securities laws, including
Rule 14e-5 under the U.S. Exchange Act, the financial advisers to the Offeror
or their respective affiliates may also engage in ordinary course trading
activities in securities of Musti, which may include purchases or arrangements
to purchase such securities. 

Neither the U.S. Securities and Exchange Commission ("SEC") nor any U.S. state
securities commission has approved or disapproved of the Tender Offer, passed
upon the merits or fairness of the Tender Offer, or determined if this stock
exchange release or the Tender Offer Document is accurate or complete. Any
representation to the contrary is a criminal offense in the United States. 

The Tender Offer, if consummated, may have consequences under U.S. federal
income tax and applicable U.S. state and local, as well as non-U.S., tax laws
for Musti shareholders. Each Musti shareholder is urged to consult his or her
independent professional adviser regarding the tax consequences of the Tender
Offer. 

It may not be possible for Musti shareholders in the United States to effect
service of process within the United States upon Musti, the Offeror, Sonae
Holdings, S.A. or any other member of the Consortium, or their respective
officers or directors, some or all of which may reside outside the United
States, or to enforce against any of them judgments of the United States courts
predicated upon the civil liability provisions of the federal securities laws
of the United States or other U.S. law. It may not be possible to bring an
action against Musti, the Offeror, Sonae Holdings, S.A., any other member of
the Consortium or their respective officers or directors (as applicable), in a
non-U.S. court for violations of U.S. law, including the U.S. securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgement. In addition, it may be
difficult to enforce in Finland or Portugal original actions, or actions for
the enforcement of judgments of U.S. courts, based on the civil liability
provisions of the U.S. federal securities laws. 

Disclaimer

Goldman Sachs Bank Europe SE, which is authorised and supervised by the
European Central Bank and the Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht), is acting for Sonae and the
Offeror and no one else in connection with the Tender Offer, and will not
regard any other person as its client in relation to the Tender Offer and will
not be responsible to anyone other than Sonae and the Offeror for providing the
protections afforded to clients of Goldman Sachs Bank Europe SE, or for giving
advice in connection with the Tender Offer or any matter referred to herein.
Neither Goldman Sachs Bank Europe SE nor its affiliates, nor their respective
partners, directors, officers, employees or agents are responsible to anyone
other than Sonae and the Offeror for providing the protections afforded to
clients of Goldman Sachs Bank Europe SE or for providing advice in connection
with the matters referred to in this stock exchange release. 

Nordea Bank Abp ("Nordea"), which is supervised by the European Central Bank
and the FIN-FSA, is acting as financial adviser to the Offeror and arranger of
the Tender Offer outside the United States. Nordea is only acting for the
Offeror and no one else in connection with the Tender Offer and will not regard
any other person as its client in relation to the Tender Offer and will not be
responsible to anyone other than the Offeror for providing the protection
afforded to clients of Nordea, nor for providing advice in relation to the
Tender Offer. For the avoidance of doubt, Nordea is not registered as a broker
or dealer in the United States of America and will not be engaging in direct
communications relating to the Tender Offer with investors located within the
United States of America (whether on a reverse inquiry basis or otherwise). 

Jefferies GmbH ("Jefferies"), which is authorised and regulated in Germany by
the Bundesanstalt für Finanzdienstleistungsaufsicht, is acting exclusively for
Musti and no one else in connection with the Tender Offer, and will not regard
any other person (whether or not a recipient of this stock exchange release) as
their respective clients in relation to the Tender Offer and will not be
responsible to anyone other than Musti for providing the protections afforded
to their respective clients, nor for providing advice in relation to the Tender
Offer or any transaction, matter, or arrangement referred to in the Tender
Offer Document to be published in connection with the Tender Offer. Neither
Jefferies nor any of its affiliates, nor any of its or their respective
directors, officers, employees, agents or representatives, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Jefferies in connection with the matters referred to in this
stock exchange release. 





Annex 1: Terms and conditions of the Tender Offer

TERMS AND CONDITIONS OF THE TENDER OFFER

Object of the Tender Offer

Through a voluntary recommended public cash tender offer in accordance with
Chapter 11 of the Finnish Securities Markets Act (746/2012, as amended, the
"Finnish Securities Markets Act") and other applicable laws and subject to the
terms and conditions set forth herein, Flybird Holding Oy (the "Offeror"), a
private limited company incorporated and existing under the laws of Finland,
offers to acquire all of the issued and outstanding shares in Musti Group Plc
(the "Company" or "Musti") that are not held by Musti or its subsidiaries (the
"Shares" or, individually, a "Share") (the "Tender Offer"). It is expected that
Sonae Holdings, S.A. will hold approximately 98 per cent, and Jeffrey David,
Johan Dettel and David Rönnberg, through their jointly-owned holding company
(to be incorporated), approximately in aggregate 2 per cent of the shares in
Flybird Holding Oy after the completion of the Tender Offer (assuming that the
Offeror holds 100 per cent of the Shares in Musti). 

Sonae Holdings, S.A. (a wholly-owned direct subsidiary of Sonae - SGPS, S.A.)
together with Jeffrey David, Johan Dettel and David Rönnberg have formed a
consortium (the "Consortium") for the purposes of the Tender Offer. 

The Offeror and the Company have on 29 November 2023 entered into a combination
agreement (the "Combination Agreement") pursuant to which the Offeror makes the
Tender Offer. 

Offer Price

The Tender Offer was announced by the Offeror on 29 November 2023 (the
"Announcement") with an offer price of EUR 26.00 in cash for each Share validly
tendered in the Tender Offer (the "Offer Price"), subject to any adjustments as
set out below. 

The Offer Price has been determined based on 33,387,887 Shares. Should the
Company change the number of Shares that are issued and outstanding on the date
hereof as a result of a new share issue, reclassification, stock split
(including a reverse split) or any other similar transaction with dilutive (or
in some cases, the opposite) effect, including securities convertible into
Shares or equity interests, or should the Company declare or distribute a
dividend or otherwise distribute funds or any other assets to its shareholders,
or if a record date with respect to any of the foregoing occurs prior to the
Settlement Date (as defined below), the Offer Price payable by the Offeror
shall be adjusted accordingly on a euro-for-euro basis. 

Any adjustment of the Offer Price pursuant to the above paragraph will be
announced by way of a stock exchange release. If the Offer Price is adjusted,
the Offer Period will continue for at least ten (10) Finnish banking days (or
longer if required by applicable law) following such announcement. 

Offer Period

The offer period of the Tender Offer commences on 18 December 2023, at 9:30
(Finnish time) and expires on 5 February 2024, at 16:00 (Finnish time), unless
the offer period is extended, or any extended offer period is discontinued as
described below (the "Offer Period"). The acceptance of the Tender Offer must
be received by the relevant account operator, as described below under
"Acceptance Procedure of the Tender Offer", before the expiration of the Offer
Period. 

The Offeror may extend the Offer Period (i) at any time until the Conditions to
Completion (as defined below) have been satisfied or waived, (ii) with a
Subsequent Offer Period in connection with the announcement whereby the Offeror
declares the Tender Offer unconditional, as set forth in "Announcement of the
Result of the Tender Offer" below and/or (iii) in case of any competing tender
offer as referred to in Chapter 11, Section 17 of the Finnish Securities
Markets Act. The Offeror will announce a possible extension of the Offer
Period, including the duration of the extended Offer Period, which shall be at
least two (2) weeks, by a stock exchange release on the first (1st) Finnish
banking day following the expiration of the initial Offer Period, at the
latest. Furthermore, the Offeror will announce any possible further extension
of an already extended Offer Period or an extension of a discontinued extended
Offer Period on the first (1st) Finnish banking day following the expiration of
an already extended Offer Period or a discontinued extended Offer Period, at
the latest. 

According to Chapter 11, Section 12 of the Finnish Securities Markets Act, the
duration of the Offer Period in its entirety may be ten (10) weeks at the
maximum. However, if the Conditions to Completion have not been satisfied due
to a particular obstacle as referred to in the regulations and guidelines
9/2013 of the Finnish Financial Supervisory Authority (the "FIN-FSA") on
Takeover Bids and Mandatory Bids (as may be amended or re-enacted from time to
time) (the "FIN-FSA Regulations and Guidelines"), such as, for example, pending
approval by a competition or foreign-investment regulatory authority, the
Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle
has been removed and the Offeror has had reasonable time to respond to the
situation in question, provided that the business operations of the Company are
not hindered for longer than is reasonable, as referred to in Chapter 11,
Section 12, Subsection 2 of the Finnish Securities Markets Act. The Offer
Period may also be extended as required under applicable laws and regulations.
The expiry date of any extended Offer Period will in such case, unless
published in connection with the announcement of the extension of the Offer
Period, be published by the Offeror at least two (2) weeks before such expiry.
Further, any Subsequent Offer Period may extend beyond ten (10) weeks. 

The Offeror may discontinue any extended Offer Period. The Offeror will
announce its decision on the discontinuation of any extended Offer Period as
soon as possible after such a decision has been made and, in any case, no later
than two (2) weeks prior to the expiry of the discontinued extended Offer
Period. If the Offeror discontinues an extended Offer Period, the Offer Period
will expire at an earlier time on a date announced by the Offeror. 

The Offeror reserves the right to extend the Offer Period in connection with
the announcement whereby the Offeror declares the Tender Offer unconditional or
the announcement of the final result of the Tender Offer as set forth in
"Announcement of the Result of the Tender Offer" below (such extended Offer
Period, the "Subsequent Offer Period"). In the event of such Subsequent Offer
Period, the Subsequent Offer Period will expire on the date and at the time
determined by the Offeror in such an announcement. The expiration of a
Subsequent Offer Period will be announced by way of a stock exchange release at
least two (2) weeks before the expiration of such Subsequent Offer Period. The
Offeror may also extend the Subsequent Offer Period by announcing this through
a stock exchange release on the first (1st) Finnish banking day following the
initially expected expiration of the Subsequent Offer Period, at the latest. 

Conditions to Completion of the Tender Offer

A condition to the completion of the Tender Offer is that the requirements set
forth below for the completion of the Tender Offer (the "Conditions to
Completion") are satisfied on or by the date of the Offeror's announcement of
the final result of the Tender Offer in accordance with Chapter 11, Section 18
of the Finnish Securities Markets Act, or, to the extent permitted by
applicable law, their satisfaction is waived by the Offeror: 

 1. the Tender Offer has been validly accepted with respect to the Shares
   representing, together with any other Shares otherwise acquired or held by
   the Offeror (including the Shares to be contributed to the Offeror by the
   Consortium members) at or prior to the Result Announcement Date (as defined
   below), more than ninety (90) per cent of the Shares and voting rights in
   the Company calculated on a fully diluted basis and otherwise in accordance
   with Chapter 18 Section 1 of the Finnish Companies Act (624/2006, as
   amended, the "Finnish Companies Act");
 2. the receipt of all necessary regulatory approvals, permits, clearances,
   consents or other actions, including without limitation approvals required
   under applicable foreign direct investment laws, competition clearances
   (or, where applicable, the expiry of relevant waiting periods), required
   under applicable competition laws or other regulatory laws in any relevant
   jurisdiction for the completion of the Tender Offer, including without
   limitation from the European Commission (the "Authority Approvals"), and
   that any conditions set out in such approvals, permits, clearances or
   consents, are reasonably acceptable to the Offeror in that they are not
   materially adverse to the Offeror or any Consortium member in view of the
   Tender Offer (whether due to requiring the disposal of any material asset
   or otherwise) and do not constitute a Material Adverse Change (as defined
   below);
 3. no fact or circumstance having arisen on or after the signing date of the
   Combination Agreement that constitutes a Material Adverse Change (as
   defined below);
 4. the Offeror not, on or after the signing date of the Combination Agreement,
   having received information previously undisclosed to it that constitutes
   or results in a Material Adverse Change (as defined below);
 5. no legislation or other regulation having been issued and no court or
   regulatory authority of competent jurisdiction having given an order or a
   decision or issued any regulatory action that would wholly or in any
   material part prevent or postpone the completion of, the Tender Offer;
 6. the Board of Directors of the Company, represented by a quorum comprising
   the non-conflicted members of the Board of Directors, having issued its
   Recommendation and the Recommendation remaining in full force and effect
   and not having been withdrawn, modified, cancelled, or amended (excluding,
   however, any technical modification or change of the Recommendation
   required under applicable laws or the Helsinki Takeover Code as a result of
   a Competing Offer or otherwise so long as the recommendation to accept the
   Tender Offer is upheld); and
 7. the Combination Agreement not having been terminated and remaining in full
   force and effect.

The Conditions to Completion set out herein are exhaustive. The Offeror may
only invoke any of the Conditions to Completion so as to cause the Tender Offer
not to proceed, to lapse or to be withdrawn, if the circumstances which give
rise to the right to invoke the relevant Condition to Completion have a
significant meaning to the Offeror in view of the Tender Offer, as referred to
in the FIN-FSA Regulations and Guidelines and the Helsinki Takeover Code. The
Offeror reserves the right on its own initiative (following good faith
discussion with the Board of Directors of the Company) to modify, amend or
waive, to the extent permitted by applicable law and regulation, any of the
Conditions to Completion that have not been satisfied, including with respect
to the first Condition to Completion, to consummate the Tender Offer at a lower
acceptance level or otherwise despite the non-satisfaction of some of the
Conditions to Completion. Moreover, the Offeror reserves the right to amend the
terms and conditions, including the Conditions to Completion, of the Tender
Offer in accordance with Chapter 11, Section 15 of the Finnish Securities
Markets Act. If all Conditions to Completion (as the same may have been
modified or amended) have been satisfied or the Offeror has waived the
requirements for the satisfaction of all or some of them no later than on the
Result Announcement Date (excluding any Subsequent Offer Period), the Offeror
will consummate the Tender Offer in accordance with its terms and conditions
after the Result Announcement Date by purchasing the Shares validly tendered in
the Tender Offer and paying the Offer Price to the holders of the Shares that
have validly accepted the Tender Offer. 

"Subsidiaries" means the Company's asset-owning subsidiaries.

"EU Market Abuse Regulation" means Regulation (EU) No 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse. 

"Disclosed Information" means the information that the Company (directly or
through its representatives or advisors, as the case may be) has disclosed to
the Offeror, the Consortium members and any of their advisers before the date
of the Combination Agreement (i) in the information publicly disclosed by the
Company pursuant to the rules of Nasdaq Helsinki, the Finnish Securities
Markets Act and the EU Market Abuse Regulation (including any publicly
disclosed annual or quarterly reports of the Company), as well as any Company
press releases and investor news, or (ii) the information provided by the
Company in the virtual data room made available by the Company to the Offeror,
the Consortium members and/or any of their advisers by 25 November 2023 at
14:00 (Finnish time), or (iii) in formally scheduled management presentations,
management interviews and expert sessions in connection with the Tender Offer. 

"Fairly Disclosed" means that a risk, fact matter, occurrence or event is
disclosed in the Disclosed Information or in the Combination Agreement in a
manner that enables a professional and prudent offeror having completed its
review of the Disclosed Information with the support of its professional
advisors, acting diligently and with due care to reasonably identify the
nature, scope and effects of such risk, fact, matter, occurrence or event so
disclosed. 

"Material Adverse Change" means:

 1. the Company or any of its Subsidiaries becoming insolvent, subject to
   administration, bankruptcy or any other equivalent insolvency proceedings
   or, if any legal proceedings (other than by the Offeror or its affiliates)
   or corporate resolution is taken by or against any of them in respect of
   any such proceedings and such action could, individually or in the
   aggregate, reasonably be expected to result in the commencement of such
   proceedings, provided, in each case, that such proceedings could reasonably
   be expected to result in a material adverse change in, or material adverse
   effect on, the business, assets, liabilities, financial condition or
   results of operation of the Company and its Subsidiaries, taken as a whole;
 2. any divestment or reorganisation of, or commitment to divest or reorganise,
   all or any material part of the assets or business of the Company or its
   Subsidiaries, taken as a whole;
 3. any major continuing disruptions in the financial systems of the United
   States, the United Kingdom or in any Member State of the European Economic
   Area, including a suspension of or material limitation in trading in
   securities generally on Nasdaq Helsinki or a general moratorium on
   commercial banking activities or the operation of central securities
   depositories or settlement systems that prevents, other than on a temporary
   basis, wire transfer payments traffic and/or settlement of transactions in
   securities in or out of the European Economic Area, the United Kingdom or
   the United States; and
 4. any other event, condition, circumstance, development, occurrence, change,
   effect or fact that individually or in the aggregate, has, results in, or
   would reasonably be expected to have or result in a material adverse effect
   on the business, assets, liabilities, financial condition or results of
   operations of the Company and its Subsidiaries, taken as a whole, provided
   further that none of the following shall be deemed to constitute a material
   adverse change or a material adverse effect:

 1. any change in capital market conditions generally or general economic
   conditions, including with respect to interest rates or currency exchange
   rates, except to the extent such change or effect has a materially
   disproportionate effect on the Company relative to other industry
   participants in jurisdictions in which the Company or any of its
   Subsidiaries conduct business;
 2. any change in geopolitical conditions or any outbreak, escalation or
   exacerbation of major hostilities or the occurrence of any act of war,
   blockage, sabotage or terrorism including, but not limited to, the
   exacerbation of Russia's military actions against Ukraine or the
   exacerbation of the Israel-Hamas war, in each case involving only other
   jurisdictions than jurisdictions in which the Company or any of its
   Subsidiaries conduct business;
 3. any epidemic, pandemic, hurricane, tornado, flood, earthquake or other
   natural or man-made disaster occurring or escalating in only other
   jurisdictions than jurisdictions in which the Company or any of its
   Subsidiaries conduct business;
 4. any change in applicable statutes, generally approved accounting principles
   or IFRS, except to the extent such change has a materially disproportionate
   effect on the Company relative to other industry participants in
   jurisdictions in which the Company or any of its Subsidiaries conduct
   business;
 5. any change in the general conditions of the pet care products and services
   industries in jurisdictions in which the Company or any of its Subsidiaries
   conduct business, except to the extent such change has a materially
   disproportionate effect on the Company relative to other industry
   participants in jurisdictions where the Company or its subsidiaries conduct
   business;
 6. any other change in political, financial, industry, economic or regulatory
   conditions generally, so long as such change does not have a
   disproportionate effect on the Company relative to other companies in the
   same industry in jurisdictions in which the Company or its Subsidiaries
   conduct business;
 7. the failure of the Company to meet any internal or published projections,
   forecasts, estimates or predictions in respect of revenues, earnings, net
   asset value or other financial or operating metrics before, on or after the
   date of the Combination Agreement, provided that nothing provided in this
   sub-clause (vii) shall prevent or otherwise affect the determination
   whether any change or effect underlying such failure has resulted in or
   contributed to a Material Adverse Change;
 8. any matters that have been Fairly Disclosed in the Disclosed Information
   prior to the signing of the Combination Agreement;
 9. changes in the market price or trading volume of the Shares, provided that
   nothing in this sub-clause (ix) shall prevent or otherwise affect a
   determination whether any change or effect underlying such change has
   resulted in or contributed to a Material Adverse Change;
 10. any change resulting from any actions taken by the Company at the express
   written request or direction of the Offeror;
 11. any change attributable to (x) an act or omission carried out or omitted by
   the Offeror in connection with the Tender Offer or (y) the announcement or
   completion of the Tender Offer (including the effect of any change of
   control or similar clauses in contracts entered into by the Company and its
   Subsidiaries but only to the extent such contracts or clauses have been
   Fairly Disclosed as part of the Disclosed Information); or
 12. any change resulting from the product recall of "SMAAK Herkkä kala
   viljaton" and "SMAAK Viljaton Kana" pet food batches.

"Nasdaq Helsinki" means Nasdaq Helsinki Ltd.

Obligation to Increase the Offer Price and to Pay Compensation

The Offeror, Sonae and Sonae Holdings, S.A., each respectively, reserve the
right to acquire Shares before, during and/or after the Offer Period (including
any extension thereof) and any Subsequent Offer Period in public trading on
Nasdaq Helsinki or otherwise. 

Should the Offeror or another party acting in concert with the Offeror in a
manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets
Act acquire Shares after the Announcement and before the expiry of the Offer
Period (including any Subsequent Offer Period) at a price higher than the Offer
Price, or otherwise on more favourable terms, the Offeror must, in accordance
with Chapter 11, Section 25 of the Finnish Securities Markets Act, amend the
terms and conditions of the Tender Offer to correspond with the terms and
conditions of said acquisition on more favourable terms (the "Increase
Obligation"). In such case, the Offeror will make public its Increase
Obligation without delay and pay, in connection with the completion of the
Tender Offer, the difference between the consideration paid in such an
acquisition on more favourable terms and the Offer Price paid to those
shareholders that have accepted the Tender Offer. 

Should the Offeror or another party acting in concert with the Offeror in a
manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets
Act acquire Shares within nine (9) months after the expiration of the Offer
Period (including any Subsequent Offer Period) at a price higher than the Offer
Price, or otherwise on more favourable terms, the Offeror must, in accordance
with Chapter 11, Section 25 of the Finnish Securities Markets Act, pay the
difference between the consideration paid in an acquisition on more favourable
terms and the Offer Price paid to those shareholders that have accepted the
Tender Offer (the "Compensation Obligation"). In such case, the Offeror will
make public its Compensation Obligation without delay and pay the difference
between the consideration paid in such an acquisition on more favourable terms
and the Offer Price within one (1) month of the date when the Compensation
Obligation arose for those shareholders that have accepted the Tender Offer. 

However, according to Chapter 11, Section 25, Subsection 5 of the Finnish
Securities Markets Act, the Compensation Obligation will not be triggered in
case the payment of a higher price than the Offer Price is based on an arbitral
award pursuant to the Finnish Companies Act, provided that the Offeror or any
party referred to in Chapter 11, Section 5 of the Finnish Securities Markets
Act has not offered to acquire Shares on terms that are more favourable than
those of the Tender Offer before or during the arbitral proceedings. 

Acceptance Procedure of the Tender Offer

The Tender Offer may be accepted by a shareholder registered during the Offer
Period in the shareholders' register of Musti maintained by Euroclear Finland
Oy ("Euroclear Finland"), with the exception of Musti and its subsidiaries. The
Tender Offer must be accepted separately for each book-entry account. A
shareholder of Musti submitting an acceptance must have a cash account with a
financial institution operating in Finland or abroad (see also "Terms of
Payment and Settlement" and "Restrictions and Important Information").
Shareholders may only accept the Tender Offer unconditionally and for all
Shares that are held on the book-entry account mentioned in the acceptance at
the time of the execution of the transactions with respect to the Shares of
such shareholder. Acceptances submitted during the Offer Period are valid also
until the expiration of an extended or discontinued extended Offer Period, if
any. 

Most Finnish account operators will send a notice regarding the Tender Offer
and related instructions to those who are registered as shareholders in the
shareholders' register of Musti maintained by Euroclear Finland. Shareholders
of Musti who do not receive such instructions from their account operator or
asset manager should first contact their account operator or asset manager and
can subsequently contact Nordea Bank Abp ("Nordea") by sending an email to
[e-mail], where such shareholders of Musti can receive
information on submitting their acceptance of the Tender Offer. Please note,
however, that Nordea will not be engaging in communications relating to the
Tender Offer with shareholders located within the United States. Shareholders
who are located within the United States may contact their brokers for
necessary information. 

Those shareholders of Musti whose Shares are nominee-registered, and who wish
to accept the Tender Offer, must effect such acceptance in accordance with the
instructions given by the custodian of the nominee-registered shareholders. The
Offeror will not send an acceptance form, or any other documents related to the
Tender Offer to these shareholders of Musti. 

If the shares held by a shareholder are pledged or otherwise subject to
restrictions that prevent or limit the acceptance, the acceptance of the Tender
Offer may require the consent of the pledgee or other beneficiary of a such
restriction. If so, acquiring this consent is the responsibility of the
relevant shareholder of Musti. Such consent must be delivered in writing to the
account operator. 

A shareholder of Musti who wishes to accept the Tender Offer must submit the
properly completed and duly executed acceptance to the account operator
managing the shareholder's book-entry account in accordance with the
instructions and within the time period set by the account operator, which may
be prior to the expiry of the Offer Period. The Offeror reserves the right to
reject or approve, in its sole discretion, any acceptances that have been
submitted in an incorrect or incomplete manner. 

Any acceptance must be submitted in such a manner that it will be received
within the Offer Period (including any extended or discontinued extended Offer
Period) taking into account, however, the instructions given by the relevant
account operator. In the event of a Subsequent Offer Period, the acceptance
must be submitted so that it is received during the Subsequent Offer Period,
subject to and in accordance with the instructions of the relevant account
operator. The account operator may request the receipt of acceptances prior to
the expiration of the Offer Period and/or Subsequent Offer Period. Shareholders
of Musti submit acceptances at their own risk. Any acceptance will be
considered as submitted only when an account operator has actually received it.
The Offeror reserves the right to reject or approve, in its sole discretion,
any acceptance submitted outside the Offer Period (or any Subsequent Offer
Period, as applicable) or in an incorrect or incomplete manner. 

A shareholder who has validly accepted the Tender Offer in accordance with the
terms and conditions of the Tender Offer may not sell or otherwise transfer
his/her tendered Shares. By accepting the Tender Offer, the shareholders
authorise their account operator, Nordea or a party appointed by Nordea to
enter into their book-entry account a sales reservation or a restriction on the
right of disposal in the manner set out in "Technical Completion of the Tender
Offer" below after the shareholder has delivered the acceptance with respect to
the Shares. Furthermore, the shareholders of Musti that accept the Tender Offer
authorise their account operator, Nordea or a party appointed by Nordea to
perform necessary entries and undertake any other measures needed for the
technical execution of the Tender Offer, and to sell all the shares held by the
shareholder of Musti at the time of the execution of trades under the Tender
Offer to the Offeror in accordance with the terms and conditions of the Tender
Offer. In connection with the completion trades of the Tender Offer or the
settlement thereof, the sales reservation or the restriction on the right of
disposal will be removed and the Offer Price will be transferred to the
relevant shareholders of Musti. 

By accepting the Tender Offer, the accepting shareholder authorises his/her
depository participant to disclose the necessary personal data, the number of
his/her book-entry account and the details of the acceptance to the parties
involved in the order or the execution of the order and settlement of the
Shares. 

Right of Withdrawal of Acceptance

An acceptance of the Tender Offer may be withdrawn by a shareholder of Musti at
any time before the expiration of the Offer Period (including any extended or
discontinued extended Offer Period) until the Offeror has announced that all
Conditions to Completion have been satisfied or waived by the Offeror, that is,
the Offeror has declared the Tender Offer unconditional. After such
announcement, the acceptances of the Tender Offer may not be withdrawn, except
in the event that a third party announces a competing public tender offer for
the Shares before the execution of the completion trades of the Shares as set
out under "Completion of the Tender Offer" below. 

A valid withdrawal of an acceptance of the Tender Offer requires that a
withdrawal notification is submitted in writing (and/or in accordance with the
instructions set by the account operator) to the account operator to whom the
original acceptance was submitted. 

For nominee-registered Shares, the shareholders must request the relevant
custodian of the nominee-registered shareholder to execute a withdrawal
notification. 

If a shareholder of Musti validly withdraws an acceptance of the Tender Offer,
the sales reservation or the restriction on the right of disposal with respect
to Shares on the book-entry account will be removed within three (3) Finnish
banking days of the receipt of a withdrawal notification. 

A shareholder of Musti who has validly withdrawn its acceptance of the Tender
Offer may accept the Tender Offer again during the Offer Period (including any
extended or discontinued extended Offer Period) by following the procedure set
out under "Acceptance Procedure of the Tender Offer" above. 

A shareholder of Musti who withdraws its acceptance of the Tender Offer is
obligated to pay any fees that the account operator operating the relevant
book-entry account, or the custodial nominee of a nominee-registered holding
may collect for the withdrawal. In accordance with the FIN-FSA Regulations and
Guidelines, if a competing tender offer has been announced during the Offer
Period and the completion of the Tender Offer has not taken place, neither the
Offeror nor Nordea (in its capacity as arranger) will charge the shareholders
for validly withdrawing their acceptance in such a situation. 

In the event of a Subsequent Offer Period, the acceptance of the Tender Offer
will be binding and cannot be withdrawn, unless otherwise provided under
mandatory law. 

Technical Completion of the Tender Offer

When an account operator has received the properly completed and duly executed
acceptance form or acceptance otherwise approved by the Offeror with respect to
the Shares in accordance with the terms and conditions of the Tender Offer, the
account operator will enter a sales reservation or a restriction on the right
of disposal into the relevant shareholder's book-entry account. In connection
with the completion trade of the Tender Offer or the settlement thereof, the
sales reservation or the restriction on the right of disposal will be removed
and the Offer Price will be paid to the relevant shareholder. 

Announcement of the Result of the Tender Offer

The preliminary result of the Tender Offer will be announced by way of a stock
exchange release on or about the first (1st) Finnish banking day following the
expiration of the Offer Period (including any extended or discontinued extended
Offer Period). In connection with the announcement of such preliminary result,
it will be announced whether the Tender Offer will be completed subject to the
Conditions to Completion being satisfied or waived on the date of the Offeror's
final result announcement and whether the Offer Period will be extended. The
final result of the Tender Offer will be announced by way of a stock exchange
release on or about the third (3rd) Finnish banking day following the
expiration of the Offer Period (including any extended or discontinued extended
Offer Period) at the latest (the "Result Announcement Date"). In connection
with the announcement of the final result, the percentage of the Shares that
have been validly tendered and accepted in the Tender Offer, and that have not
been validly withdrawn, will be confirmed. 

In the event of a Subsequent Offer Period, the Offeror will announce by way of
a stock exchange release the initial percentage of the Shares validly tendered
during the Subsequent Offer Period on or about the first (1st) Finnish banking
day following the expiry of the Subsequent Offer Period and the final
percentage on or about the third (3rd) Finnish banking day following the expiry
of the Subsequent Offer Period. 

Completion of the Tender Offer

The completion trades of the Tender Offer will be executed with respect to all
of those Shares of Musti that have been validly accepted, and not validly
withdrawn, no later than on the tenth (10th) Finnish banking day following the
announcement of the final result of the Tender Offer (the "Completion Date"),
preliminary expected to be on 22 February 2024. If possible, the completion
trades of the Shares will be executed on Nasdaq Helsinki, provided that such
execution is allowed under the rules applied to trading on Nasdaq Helsinki.
Otherwise, the completion trades will be made outside Nasdaq Helsinki. The
completion trades of the Shares will be settled on or about the Completion Date
(the "Settlement Date"), preliminary expected to be on 22 February 2024. 

Terms of Payment and Settlement

The Offer Price will be paid on the Settlement Date to each shareholder of
Musti who has validly accepted, and not validly withdrawn, the Tender Offer
into the management account of the shareholder's book-entry account. In any
case, the Offer Price will not be paid to a bank account situated in Australia,
Canada, the Hong Kong Special Administrative Region of the People's Republic of
China, Japan, New Zealand or South Africa or any other jurisdiction where the
Tender Offer is not being made (see "Restrictions and Important Information").
If the management account of a shareholder of Musti is with a different
financial institution than the applicable book-entry account, the Offer Price
will be paid into such cash account approximately two (2) Finnish banking days
later in accordance with the schedule for payment transactions between
financial institutions. 

In the event of a Subsequent Offer Period, the Offeror will in connection with
the announcement thereof announce the terms of payment and settlement for the
Shares tendered during the Subsequent Offer Period. The completion trades with
respect to Shares validly tendered and accepted in accordance with the terms
and conditions of the Tender Offer during the Subsequent Offer Period will,
however, be executed within not more than two (2) week intervals. 

The Offeror reserves the right to postpone the payment of the Offer Price if
payment is prevented or suspended due to a force majeure event, but will
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved. 

If all the Conditions to Completion are not met and the Offeror does not waive
such conditions or extend the Offer Period, the Tender Offer will expire, and
no consideration will be paid for the tendered Shares. 

Transfer of Ownership

Title to the Shares in respect of which the Tender Offer has been validly
accepted, and not validly withdrawn, will pass to the Offeror on the Settlement
Date against the payment of the Offer Price by the Offeror to the tendering
shareholder. In the event of a Subsequent Offer Period, title to the Shares in
respect of which the Tender Offer has been validly accepted during a Subsequent
Offer Period will pass to the Offeror on the relevant settlement date against
the payment of the Offer Price by the Offeror to the tendering shareholder. 

Transfer Tax and Other Payments

The Offeror will pay any transfer tax that may be charged in Finland in
connection with the sale of the Shares pursuant to the Tender Offer. 

Fees charged by account operators, asset managers, nominees or any other person
for the release of collateral or the revoking of any other restrictions
preventing the sale of the Shares, will be borne by each relevant shareholder
of Musti. Each shareholder of Musti is liable for any fees that relate to a
withdrawal of an acceptance made by such shareholder. 

The Offeror is liable for any other customary costs caused by the registration
of entries in the book-entry system required by the Tender Offer, the execution
of trades pertaining to the Shares pursuant to the Tender Offer and the payment
of the Offer Price. 

The receipt of cash pursuant to the Tender Offer by a shareholder may be a
taxable transaction for the respective shareholder under applicable tax laws,
including those of the country of residency of the shareholder. Any tax
liability arising to a shareholder from the receipt of cash pursuant to the
Tender Offer will be borne by such shareholder. Each shareholder is urged to
consult with an independent professional adviser regarding the tax consequences
of accepting the Tender Offer. 

Other Matters

This Tender Offer Document and the Tender Offer are governed by Finnish law.
Any disputes arising out of or in connection with the Tender Offer will be
settled by a court of competent jurisdiction in Finland. 

The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 11, Section 15 of the Finnish Securities
Markets Act. Should the FIN-FSA issue an order regarding an extension of the
Offer Period, the Offeror reserves the right to decide upon the withdrawal of
the Tender Offer in accordance with Chapter 11, Section 12 of the Finnish
Securities Markets Act. 

Should a competing tender offer be published by a third party during the Offer
Period, the Offeror has the right, as stipulated in Chapter 11, Section 17 of
the Finnish Securities Markets Act, to (i) decide upon an extension of the
Offer Period; (ii) decide upon an amendment of the terms and conditions of the
Tender Offer; and (iii) decide, during the Offer Period, but before the
expiration of the competing tender offer, to let the Tender Offer lapse. The
Offeror will decide on all other matters related to the Tender Offer, subject
to applicable laws and regulations and the provisions of the Combination
Agreement. 

Other Information

Nordea acts as the arranger in relation to the Tender Offer outside the United
States, which means that it performs certain administrative services relating
to the Tender Offer. This does not mean that a person who accepts the Tender
Offer (the "Participant") will be regarded as a customer of Nordea as a result
of such acceptance. A Participant will be regarded as a customer only if Nordea
has provided advice to the Participant or has otherwise contacted the
Participant personally regarding the Tender Offer. If the Participant is not
regarded as a customer, the investor protection rules under the Finnish Act on
Investment Services (747/2012, as amended) will not apply to the acceptance.
This means, among other things, that neither the so-called customer
categorisation nor the so-called appropriateness test will be performed with
respect to the Tender Offer. Each Participant is therefore responsible for
ensuring that it has sufficient experience and knowledge to understand the
risks associated with the Tender Offer. 

Important Information regarding NID and LEI

According to Directive 2014/65/ EU on markets in financial instruments (MiFID
II), all investors must have a global identification code from 3 January 2018,
in order to carry out a securities transaction. These requirements require
legal entities to apply for registration of a Legal Entity Identifier (LEI)
code, and natural persons need to state their NID (National ID or National
Client Identifier) when accepting the Tender Offer. Each person's legal status
determines whether a LEI code or NID number is required and the book-entry
account operator may be prevented from performing the transaction to any person
if LEI or NID number is not provided. Legal persons who need to obtain a LEI
code can contact the relevant authority or one of the suppliers available on
the market. Instructions for the global LEI system can be found on the
following website:
www.gleif.org/en/about-lei/get-an-lei-find-lei-issuing-organizations. Those who
intend to accept the Tender Offer are encouraged to apply for registration of a
LEI code (legal persons) or to acquire their NID number (natural persons) well
in advance, as this information is required in the acceptance at the time of
submission. 

Information about Processing of Personal Data

Shareholders who accept the Tender Offer will submit personal data, such as
name, address and NID, to Nordea, which is the controller for the processing.
Personal data provided to Nordea will be processed in data systems to the
extent required to administer the Tender Offer. Personal data obtained from
sources other than the customer may also be processed. Personal data may also
be processed in the data systems of companies with which Nordea cooperates and
it may be disclosed to the Offeror and the members of the Consortium to the
extent necessary for administering the Tender Offer. Address details may be
obtained by Nordea through an automatic procedure executed by Euroclear
Finland. Additional information on processing of personal data by Nordea,
including details on how to exercise data subjects' rights, may be found at
www.nordea.fi/en/personal/get-help/your-rights-to-personal-data.html and
www.nordea.com/en/privacy-policy.

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