Releases

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION "IMPORTANT INFORMATION" BELOW.

Statement of the Board of Directors of Hoivatilat Plc regarding Aureit Holding Oy's voluntary public cash tender offer for the shares in Hoivatilat Plc

Hoivatilat Plc ("Hoivatilat") and Aedifica SA/NV ("Aedifica"), have on 4 November 2019 announced that Aedifica, through a wholly-owned subsidiary, Aureit Holding Oy ("Offeror"), will make a voluntary recommended public cash tender offer to purchase all the issued and outstanding shares in Hoivatilat which are not owned by Hoivatilat or any of its subsidiaries ("Tender Offer").

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

The Tender Offer in brief

Hoivatilat, Aedifica and the Offeror have on 4 November 2019 entered into a Combination Agreement (the "Combination Agreement") setting out, among other things, the main terms and conditions pursuant to which the Tender Offer will be made by the Offeror.

The Tender Offer will be made in accordance with the terms and conditions of a tender offer document which will be published by the Offeror on or about 11 November 2019 (hereinafter referred to as the "Tender Offer Document").

The consideration offered in the Tender Offer is EUR 14.75 in cash for each share validly tendered in the Tender Offer (the "Offer Price"). The Offer Price represents a premium of approximately:

• 16.1% compared to the closing price of the Hoivatilat share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on 1 November 2019, the last trading day prior to the announcement of the Tender Offer;
• 25.7% compared to the volume-weighted average trading price of the Hoivatilat share on Nasdaq Helsinki during the three-month period preceding the date of the announcement of the Tender Offer;
• 33.2% compared to the volume-weighted average trading price of the Hoivatilat share on Nasdaq Helsinki during the six-month period preceding the date of the announcement of the Tender Offer; and
• 83.2% compared to the EPRA NAV based on the unaudited consolidated business review of Hoivatilat for the nine-month period ended 30 September 2019.

The Offer Price is subject to the terms and conditions of the Tender Offer. Should Hoivatilat change the number of issued and outstanding shares as a result of a new share issue (except the expected issuance of 63,400 shares pursuant to Hoivatilat's existing long-term share-based incentive plan), reclassification, share split (including a reverse split) or any other similar transaction with dilutive effect, or should Hoivatilat 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 shall occur prior to the completion of the Tender Offer, the Offer Price shall be adjusted accordingly on a euro-for-euro basis on the gross value declared or made, before the deduction of any withholding tax and/or any other applicable taxes.

The following major shareholders of Hoivatilat, 2Care Capital Ab, Timo Pekkarinen and Kusinkapital Ab, have irrevocably undertaken to accept the Tender Offer except in the event that a third party announces a competing offer for all issued and outstanding shares in Hoivatilat offering a consideration per share of at least EUR 16.00 (or the same cash equivalent in case of consideration other than cash) and fulfilling certain additional conditions, provided that the Offeror has not increased the Offer Price to match or exceed the consideration per Hoivatilat share under such competing offer within a time frame set out in the irrevocable undertakings. The major shareholders represent in the aggregate approximately 19.7% of the outstanding shares and votes of Hoivatilat.

The obligation of the Offeror to complete the Tender Offer will be conditional upon the satisfaction or, if permitted by applicable laws and regulations, waiver by the Offeror of certain customary conditions, including, among other things, the Offeror, together with Aedifica and any entities controlled by Aedifica, holding more than 90% of all issued and outstanding shares and votes in Hoivatilat calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act.

According to the Tender Offer Document, the Offeror plans to finance the Tender Offer through access to existing and new debt facilities of Aedifica, including a bridge facility agreement containing customary conditions, including a customary material adverse change clause regarding Aedifica and the Aedifica group. The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing.

The offer period under the Tender Offer is expected to commence on or about 11 November 2019 and expire on or about 2 December 2019, unless the offer period is extended in accordance with the terms and conditions of the Tender Offer.

Should the Offeror obtain more than 90% of the total number of outstanding shares in Hoivatilat and the voting rights attached thereto, the Offeror intends to initiate squeeze-out proceedings under the Finnish Companies Act (624/2006, as amended) and thereafter cause Hoivatilat to apply for the delisting of its shares from Nasdaq Helsinki as soon as permitted and reasonably practicable under applicable laws and regulations.

At the time of the announcement of the Tender Offer, neither the Offeror nor any party acting in concert with it as referred to in Chapter 11, Section 5 of the Finnish Securities Markets Act holds any shares or voting rights in Hoivatilat.

The terms and conditions of the Tender Offer as well as background and reasons for the Tender Offer will be included in more detail in the Tender Offer Document which the Offeror expects to publish on or about 11 November 2019.

Statement of the Board of Directors

1. Background for the statement

Pursuant to the Finnish Securities Market Act, the Board of Directors of Hoivatilat must prepare a public statement regarding the Tender Offer.

The statement must include a well-founded assessment of the Tender Offer from the perspective of Hoivatilat and its shareholders as well as of the strategic plans and their likely effects on the operations and employment of Hoivatilat as presented by the Offeror in the Tender Offer Document.

For the purposes of issuing this statement, the Offeror has submitted to the Board of Directors of Hoivatilat the draft version of the Finnish language Tender Offer Document in the form in which the Offeror has filed it with the Finnish Financial Supervisory Authority for approval on 4 November 2019.

In preparing its statement, the Board of Directors of Hoivatilat has relied on information provided in the draft Tender Offer Document by the Offeror and has not independently verified this information. Accordingly, the Board of Directors' assessment of the consequences of the Tender Offer on the company's operations and employees should be treated with caution.

2. Assessment regarding strategic plans presented by the Offeror and their likely effects on the operations of and employment at Hoivatilat

Information given by Aedifica and the Offeror in the Tender Offer Document

The Board of Directors of Hoivatilat has assessed Aedifica's strategic plans based on the statements in the draft Tender Offer Document.

According to the Tender Offer Document, Aedifica, incorporated in 2005, is a regulated real estate company under Belgian law (Belgian REIT) specialised in European healthcare real estate. Aedifica has developed a portfolio of more than 260 sites in Belgium, Germany, the Netherlands and the United Kingdom with a total value of approximately EUR 2.3 billion. Further, according to the Tender Offer Document, Aedifica has established itself in recent years as a reference in the European listed real estate sector and has an ambition to further expand its position in the coming years. Aedifica is stock-listed on the Brussels Stock Exchange (regulated market of Euronext Brussels) under the trading code "AED", and currently has a market capitalization of approximately EUR 2.6 billion.

According to the Tender Offer Document, the Offeror is a limited liability company incorporated under the laws of Finland. The Offeror is a wholly-owned subsidiary of Aedifica. Further, according to the Tender Offer Document, the Offeror has been incorporated for the purpose of functioning as a holding company for Aedifica's holding in Hoivatilat. According to such statements, the background for the Tender Offer is that Aedifica sees Hoivatilat as an attractive partner for entering into the well-established Nordic healthcare market through an experienced company and team and thus for expanding its business to care markets, for which Aedifica sees the outlook as highly supportive. Furthermore, Aedifica sees that the transaction will allow for the combination of Aedifica's growth track record based on a buy-and-hold strategy with Hoivatilat's growth track record based on a build-and-hold strategy and will hence support the combined group's future growth in the Nordics.

Further, according to the Tender Offer Document, Aedifica has at present no interests or activities in the Nordic region of Europe. However, given Aedifica's long-term strategy as a European pure play health care real estate REIT, Finland and the Nordic region in general is clearly of strategic interest to Aedifica. According to the Tender Offer Document, Hoivatilat will play an important role in Aedifica's strategic development in the Nordics. Furthermore, Aedifica sees that Hoivatilat will become the group's bridgehead in the Nordics with the aim to (continue to) build, maintain and expand a prime real estate portfolio in this region that fits within the long-term investment horizon that is typical of Aedifica's strategic view on healthcare and social real estate.

Further, in the Tender Offer Document, the anticipated impact of the contemplated transaction on Hoivatilat is summarized as follows:

• Maintaining Hoivatilat, its team and its corporate identity and reputation in the Finnish and Swedish market is clearly the first objective: it is Aedifica's intention to integrate Hoivatilat and its team within the Aedifica group, but to keep the company as a separate corporate entity with respect for its corporate identity and reputation, which in Aedifica's view is crucial to keep the confidence of Hoivatilat's main stakeholders, specifically Hoivatilat's team and the Finnish and Swedish municipalities and operators.
• Support Hoivatilat's future growth: Hoivatilat will, as a subsidiary within the Aedifica group, benefit from the group's knowhow and experience as a European real estate investor in building and financing a prime real estate portfolio and will benefit from the group's reputation amongst international investors and hence access to the equity markets in order to finance its future growth in the Nordic markets.
• Introducing a buy-and-hold strategy: it is Aedifica's clear intention to support Hoivatilat in the execution of its actual build-and-hold strategy; however, the group could enhance the growth of Hoivatilat by introducing and supporting also a buy-and-hold strategy as complementary to the existing build-and-hold strategy.

According to the Tender Offer Document, as Aedifica does not have any other business activities in Finland and the Offeror intends for Hoivatilat to continue to operate as a separate entity under Aedifica and to retain Hoivatilat's head office in Oulu after the completion of the Tender Offer. Based on the information given by the Offeror in the Tender Offer Document, the Tender Offer is not expected to have any immediate material effect on Hoivatilat's operations, assets or location of offices, or the position of its management or employees, or relations with its customers and partners.

Hoivatilat has in 2018 established a long-term share-based incentive plan, divided into two earning periods expiring on 30 November 2019 and on 31 May 2021 respectively. As a consequence of the Tender Offer, the Board of Directors of Hoivatilat has decided to issue the maximum number of 63,400 shares to the participants based on the first earning period under the incentive plan, by virtue of the authorisation granted by Hoivatilat's annual general meeting on 26 March 2019, promptly and, to the extent reasonably practicable, at least two weeks prior to the initial expiration date of the offer period, in order to allow the participants to tender such shares in the Tender Offer. According to the Tender Offer Document, the issue of the 63,400 award shares does not affect the Offer Price. The Board of Directors of Hoivatilat has further decided that upon the Offeror acquiring more than 90% of the issued and outstanding shares and voting rights in Hoivatilat, the participants of the second earning period of the incentive plan will not be awarded a cash compensation provided that they are all instead offered a possibility to participate in a new share-based incentive plan, the terms and conditions of such replacing plan to be fair and equitable compared to the existing incentive plan and to be determined separately once the Offeror has acquired more than ninety percent (90 %) of the issued and outstanding shares and voting rights in Hoivatilat.

Board assessment

The Board of Directors of Hoivatilat shares the view, as presented in the Tender Offer Document, that Hoivatilat will, as a subsidiary within the Aedifica group, benefit from the group's knowhow and experience as a European real estate investor in building and financing a prime real estate portfolio and will benefit from the group's reputation amongst international investors and hence the group's access to the equity markets in order to finance its future growth in the Nordic markets. The Board of Directors believes that the strategic plans of the Offeror pursuant to the draft Tender Offer Document would not have any immediate material effect on Hoivatilat's operations, assets or location of offices, or the position of its management or employees, or relations with its customers and partners.

The Board of Directors of Hoivatilat foresees the combination as a logical and positive next step in Hoivatilat’s growth story. In the view of the Board of Directors, the new owner brings in strong financial resources and extensive European experience in care housing, which will support Hoivatilat’s future growth in Finland and Sweden. Further, the Board of Directors sees that Aedifica is a natural partner for Hoivatilat due to highly complementary competences and a shared strategic vision about the future. The Board believes that the combined group could offer new possibilities for Hoivatilat’s employees, given Aedifica’s intentions to grow the business. Furthermore, the Board of Directors considers that the Offer Price and credibility of Aedifica as an investor, supports the Offeror’s ability to gain control of more than 90 per cent of the shares and successfully complete the Tender Offer.

Although the strategic plans and intentions of Aedifica have been provided only on a general level, the Board of Directors believes that the completion of the Tender Offer would not have any immediate material effects on the employment of Hoivatilat’s current employees. The Board notes that the Tender Offer may have an effect on employment in Hoivatilat with regard to duplicative functions. The Board believes, however, that the final and longer-term impact of the integration can be assessed only after the completion of the Tender Offer.

On the date of this statement the Board of Directors of Hoivatilat has not received any formal statement as to the effects of the Tender Offer to the employments at Hoivatilat from the company's employees.

3. Assessment of the Board of Directors from the perspective of Hoivatilat and its shareholders

Introduction

In evaluating the Tender Offer, analyzing alternative opportunities available to Hoivatilat and concluding on its statement, the Board of Directors has considered several factors, such as Hoivatilat's recent financial performance, current position and future prospects, and the historical trading price of Hoivatilat's share.

The Board of Directors' assessment of continuing the business operations of Hoivatilat as an independent company has been based on reasonable future-oriented estimates which include uncertainties, whereas the Offer Price and the premium included therein are not subject to any uncertainty other than the fulfillment of the conditions to completion of the Tender Offer.

In order to support its assessment of the Tender Offer, the Board of Directors of Hoivatilat has received a fairness opinion regarding the Tender Offer (the "Fairness Opinion") from Hoivatilat's financial advisor, Danske Bank A/S, Finland Branch ("Danske Bank"). The Fairness Opinion, subject to the assumptions and qualifications set out therein and dated 3 November 2019, states that the Offer Price, from a financial point of view, is believed to be fair. The Fairness Opinion is attached as Appendix 1 to this statement.

Board assessment

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

The Board of Directors of Hoivatilat believes that the Offer Price offered by the Offeror for the shares is fair to Hoivatilat's shareholders based on an assessment of the issues and factors which the Board of Directors has concluded to be material in evaluating the Tender Offer. These include, amongst other factors:

• the Offer Price and premium being offered for the shares;
• the fact that the Offer Price will be paid fully in cash;
• historical trading price of the Hoivatilat shares;
• the information and assumptions on the business operations and finances of Hoivatilat at the date of this statement and their expected future development;
• the valuation multiples of Hoivatilat shares before the announcement of the Tender Offer;
• the support for the Tender Offer by certain large shareholders of Hoivatilat as referred to above;
• valuations and analysis made and commissioned by the Board of Directors as well as discussions with external financial advisor; and
• Danske Bank's Fairness Opinion.

The Board of Directors has concluded that Hoivatilat would also have viable opportunities to develop its business as an independent company for the benefit of Hoivatilat and its shareholders. However, taking into consideration the risks and uncertainties associated with such stand-alone approach, the Board of Directors has concluded that the Tender Offer is a favorable alternative for the shareholders. The Board of Directors also notes that the Tender Offer provides immediate value to the shareholders of Hoivatilat.

The Board of Directors of Hoivatilat has thus concluded that the Tender Offer is in the best interests of Hoivatilat's shareholders and a more favorable alternative for the shareholders of Hoivatilat compared to continuing the business operations of Hoivatilat as an independent company and other potential strategic alternatives reviewed by the Board of Directors.

4. Recommendation of the Board of Directors

Based on the foregoing, the Board of Directors unanimously recommends that the shareholders of Hoivatilat accept the Tender Offer.

All members of the Board of Directors have participated in the decision making concerning the statement. The evaluation of independence of the members of the Board of Directors is available on the website of Hoivatilat.

This statement shall not be considered to constitute investment or tax advice. The Board of Directors is not evaluating or expressing its view on the general price development of the shares or risks relating to investments in general. Hoivatilat's shareholders shall independently make their decision on whether to accept the Tender Offer by taking into account all information to be presented in the Tender Offer Document, this statement of the Board of Directors, as well as other information that may impact the value of the shares and the circumstances of each individual shareholder.

The Board of Directors of Hoivatilat notes that the combination of Hoivatilat's and Aedifica's operations will, in addition to synergy benefits, pose challenges to both parties, and the combination may, as is common in such processes, involve unforeseeable risks.

The Board of Directors of Hoivatilat notes that the shareholders of Hoivatilat should also take into account the risks related to non-acceptance of the Tender Offer.

Provided that Aedifica waives the acceptance condition of 90 per cent of the shares and votes, the completion of the Tender Offer would reduce the number of Hoivatilat shareholders and the number of shares, which would otherwise be publicly traded on Nasdaq Helsinki. Depending on the number of shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and value of the shares.

Pursuant to Chapter 18 of the Finnish Companies Act (624/2006, as amended), a shareholder with more than 90 per cent of all shares and votes in a company shall have the right to acquire, and subject to a demand by the other shareholders also be obligated to redeem, the shares owned by the other shareholders. The shares held by Hoivatilat's shareholders who have not accepted the Tender Offer may be redeemed through compulsory redemption proceedings under the Finnish Companies Act under the conditions set out therein. The value of the potential cash consideration received through such redemption proceedings may deviate from the Offer Price offered by the Offeror in the Tender Offer.

Aedifica, the Offeror and Hoivatilat have undertaken to comply with the Helsinki Takeover Code published by the Securities Market Association.

Hoivatilat is being advised by Danske Bank as financial advisor and Roschier, Attorneys Ltd. as legal advisor.

THE BOARD OF DIRECTORS OF HOIVATILAT PLC

Appendix 1 Fairness Opinion

Further information:

Pertti Huuskonen
Chairman of the Board
Hoivatilat Plc
tel. +358 40 068 0816

Jussi Karjula
CEO
Hoivatilat Plc
tel. +358 40 773 4054

Hoivatilat in brief:

Hoivatilat Plc specialises in producing, developing, owning and leasing out nursing homes, day care centres and service communities. Founded in 2008, the company has been working in cooperation with as many as 60 Finnish municipalities and has launched 200 property projects throughout Finland and in Sweden. www.hoivatilat.fi

Distribution:

Nasdaq Helsinki Ltd      
www.hoivatilat.fi

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, BELGIUM, 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 BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. 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, AND SHARE(S) WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF ANY PERSONS, IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS OR OTHER LAWS OR REGULATIONS OF SUCH JURISDICTION OR WOULD REQUIRE REGISTRATION, APPROVAL, OR FILING WITH ANY REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THE TENDER OFFER DOCUMENT (WHEN PUBLISHED). THIS TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS AND ANY AND ALL OTHER MATERIALS RELATED THERETO WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE IT WOULD BE PROHIBITED BY THE APPLICABLE LAWS AND 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, TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, BELGIUM, 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, BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER DIRECTLY OR INDIRECTLY VIOLATING THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA"). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE (SUCH PERCENTAGE INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.

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 ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Notice to U.S. Shareholders

U.S. shareholders are advised that the Shares are not listed on a U.S. securities exchange and that Hoivatilat is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the "Exchange Act") and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Tender Offer is made to Hoivatilat's shareholders resident in the United States on the same terms and conditions as those on which it is made to all other shareholders of Hoivatilat to whom an offer is made. Any information documents, including the Tender Offer Document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Hoivatilat's other shareholders.

The Tender Offer is made for the issued and outstanding shares in Hoivatilat, which is domiciled in Finland. Information distributed in connection with the Tender Offer is subject to the disclosure requirements of Finland, which are different from those of the United States. In particular, the financial statements and financial information to be included in the Tender Offer Document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.

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

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

To the extent permissible under applicable law or regulations, the Offeror and its 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, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. -shareholders of Hoivatilat of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Hoivatilat, which may include purchases or arrangements to purchase such securities.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the Tender Offer Document. Any representation to the contrary is a criminal offence in the United States.

Attachment

• Appendix 1. Fairness Opinion