Etteplan Oyj - Company Announcement

Opinion of Etteplan Oyj's Board of Directors on Ingman Group Oy Ab's mandatory public takeover bid

ETTEPLAN OYJ STOCK EXCHANGE RELEASE OCTOBER 1, 2013 AT 13.00 P.M.


OPINION OF ETTEPLAN OYJ'S BOARD OF DIRECTORS ON INGMAN GROUP OY AB'S MANDATORY
PUBLIC TAKEOVER BID 

With reference to Etteplan Oyj's (hereinafter ‘Etteplan' or the ‘Target
Company' or the ‘Company') stock exchange release of September 16, 2013 on
Ingman Group Oy Ab's (hereinafter the ‘Offeror' or ‘Ingman Group') mandatory
takeover bid on all the shares in Etteplan (the ‘Takeover Bid'), Etteplan's
Board of Directors issues its opinion referred to in Chapter 11, section 13 of
the Securities Markets Act (746/2012) on the Takeover Bid. The offer period
under the Takeover Bid has commenced on September 18, 2013 and ends on October
9, 2013 at 4 P.M. (Finnish time), unless the offer period is extended in
accordance with the terms and conditions of the Takeover Bid. 

In accordance with Chapter 11, section 13 of the Securities Markets Act, the
Board of Directors of the target company must publish its opinion on the
takeover bid. The opinion must include a well-founded assessment on the bid
from the perspective of the target company and the holders of the securities
subject to the bid as well as on strategic plans presented by the offeror in
the offer document and their likely effects on the operations of the target
company and employment in the target company. 

The detailed terms and conditions and background of and reasons for the
Takeover Bid are specified in the offer document (the ‘Offer Document')
published by the Offeror on September 16, 2013. 

To support its assessment, Etteplan's Board of Directors has requested from
Aventum Partners Oy a fairness opinion on the Takeover Bid (the ‘Fairness
Opinion'). In accordance with the Fairness Opinion, the consideration of the
Takeover Bid offered to the shareholders is fair from a financial point of
view. The Fairness Opinion is attached to this opinion as Appendix 1. 

Etteplan has not received a separate opinion from the representatives of its
personnel on the effects of the Takeover Bid on employment. 

Etteplan's Board of Directors has carefully assessed the Takeover Bid and its
terms and conditions as a whole based on the Offer Document, the Fairness
Opinion, information published by Etteplan, Etteplan's estimated result
development, other alternatives explored by the Board of Directors and other
available information. 

Assessment of the Board of Directors from the Perspective of the Target Company
and the Holders of Its Securities 

Etteplan's Board of Directors assesses that the price of EUR 3.20 per share
offered by the Offeror for the shares in Etteplan is fair for the Company and
from a financial point of view, fair for its shareholders. 

Grounds for the Assessment of the Board of Directors and Assessment of the
Target Company's Strategy, Business Operations and Personnel 

In accordance with the Offer Document, the Offeror does not expect that the
completion of the Takeover Bid will have immediate effects on Etteplan's
business operations, assets or the position of the management or the personnel.
The Offeror states in the Offer Document that it believes that the key owner's
strengthened commitment to Etteplan's ownership will have a positive effect on
Etteplan. The Offeror aims, irrespective of the degree of completion of the
Takeover Bid, to support Etteplan's possibilities to develop its business
operations. The Offeror does not expect its plans concerning Etteplan to have
likely immediate effects on Etteplan's employees or the location of its
offices. 

Etteplan's Board of Directors assesses that Ingman Group, a strong domestic
investor, has the financial ability to support the implementation of the
Company's strategy as a significant owner, who knows the Company's operations
well. 

Etteplan's Board of Directors deems that the implementation of Etteplan's
strategy requires strong support and perseverance from the owners. From the
perspective of the Company, ensuring profitable growth outside Finland and,
thereby, the improvement of earning power of the entire Company is of
particular importance. In launching the Takeover Bid, Ingman Group has, as a
long-term owner of the Company, expressed its willingness to develop the
Company's business operations. Etteplan's Board of Directors assesses, as a
whole, that the price of EUR 3.20 offered by the Offeror for the shares in
Etteplan is, from a financial point of view, fair for the shareholders, but
states that the price does not include a significant premium in relation to the
Company's share price development preceding the date on which Ingman Group's
obligation to bid arose. 

The Board of Directors' opinion is unanimous.

Board Member Robert Ingman did not participate in considering the opinion.

Etteplan's Board Members own shares in Etteplan as follows: Chairman of the
Board Heikki Hornborg 1,088,320 shares in total (5.39 per cent of the shares
and votes), Board Member Tapio Hakakari directly and together with his
controlled entities 423,146 shares in total, Pertti Nupponen directly and
together with his controlled entities 39,794 shares in total, Teuvo Rintamäki
directly and together with his related parties 43,397 shares in total and Satu
Rautavalta together with her related parties 2,504 shares in total. Chairman of
the Board Heikki Hornborg has notified to the Board of Directors that he deems
that a strong and committed key owner is important for the future of the
Company and that he intends to accept Ingman Group's takeover bid in relation
to all shares held by him. 

This opinion of the Board of Directors should not be considered as investment
advice. Etteplan's business and trade in Etteplan's shares also involves risks
that are beyond the Company's control. Etteplan's shareholders should
independently decide on the acceptance of the Takeover Bid while taking into
account all the information given in the Offer Document, this Board of
Director's opinion in its entirety and other factors having an effect on the
value of the Company's share. 

This opinion of the Board of Directors is based on an assessment of the issues
and circumstances which the Board of Directors has concluded to be material in
evaluating the Takeover Bid, including but not limited to the information and
assumptions on the current state and future development of Etteplan's business
operations and finances. 

Etteplan has undertaken to follow the recommendation regarding procedures to be
complied with in public takeover bids (Helsinki Takeover Code) referred to in
Chapter 11, section 28 and Chapter 19, section 6 of the Securities Markets Act.
Castrén & Snellman Attorneys Ltd acts as the legal adviser for the Board of
Directors. 

Hollola, October 1, 2013

Etteplan Oyj

Board of Directors


APPENDIX 1: FAIRNESS OPINION


Additional information:
Heikki Hornborg, Chairman of the Board, tel. +358 400 873 063


DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.etteplan.com


Etteplan provides engineering planning services and technical product
information solutions to the world's leading companies in the manufacturing
industry. Our services are geared to improve the competitiveness of our
customers' products and engineering processes throughout the product life
cycle. The results of Etteplan's innovative engineering can be seen in numerous
industrial solutions and everyday products. 

In 2012, Etteplan had a turnover of EUR 134.5 million. The company has more
than 1,700 professionals in Finland, Sweden, the Netherlands and China.
Etteplan's shares are listed on NASDAQ OMX Helsinki Ltd under the ticker ETT1V.

Attachments:

Etteplan_appendix_1_Fairness_Opinion_ENG.pdf