Stonesoft - Company Announcement

MCAFEE HAS ANNOUNCED THAT IT WILL COMMENCE THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN STONESOFT ON 21 MAY 2013

STONESOFT CORPORATION STOCK EXCHANGE RELEASE 16.5.2013 at 3:15 P.M.

STONESOFT CORPORATION: MCAFEE HAS ANNOUNCED THAT IT WILL COMMENCE THE VOLUNTARY
PUBLIC TENDER OFFER FOR ALL THE SHARES AND OPTION RIGHTS IN STONESOFT ON 21 MAY
2013

Stonesoft Oyj (hereinafter "Stonesoft") and Intel Corporation have on 6 May
2013 disclosed that Stonesoft and McAfee, Inc. (hereinafter "McAfee") have on 5
May 2013 entered into a Combination Agreement under which they agree to combine
the operations of Stonesoft and McAfee. In order to effect the combination,
McAfee Suomi Funding LLC (the "Offeror"), an affiliate of McAfee and a wholly-
owned indirect subsidiary of Intel Corporation, is making a voluntary public
tender offer to purchase all of the issued and outstanding shares in Stonesoft
and option rights that are not owned by Stonesoft or any of its subsidiaries
(the "Tender Offer").

Pursuant to the press release of Intel Corporation published today, the
acceptance period under the Tender Offer will commence on 21 May 2013 at 9:30
a.m. Finnish time and expire on 11 June 2013 at 4:00 p.m. Finnish time. The
Offeror reserves the right to extend the acceptance period in accordance with
the terms and conditions of the Tender Offer.

Pursuant to the press release of Intel Corporation published today, the Finnish
Financial Supervisory Authority has today approved the tender offer document
relating to the Tender Offer (hereinafter the "Tender Offer Document"). The
Tender Offer Document will be available from 20 May 2013 onwards in the Finnish
language at the branch offices of the cooperative banks belonging to the OP-
Pohjola Group and Helsinki OP Bank Plc and at NASDAQ OMX Helsinki, Fabianinkatu
14, FI-00130 Helsinki, Finland, and on the internet at www.op.fi/merkinta and
www.stonesoft.com, and in the English language on the internet at
www.op.fi/merkinta and www.stonesoft.com.

The press release of Intel Corporation referred to above, including also the
detailed terms and conditions of the Tender Offer, is attached as Appendix 1 in
its entirety to this stock exchange release.

STONESOFT CORPORATION
Ilkka Hiidenheimo
CEO

APPENDIX 1: Press release of Intel Corporation 16 May 2013

Additional information:
Ilkka Hiidenheimo,CEO
Stonesoft Corporation
tel. +358 (0)9 476 711
e-mail: ilkka.hiidenheimo@stonesoft.com

Distribution:
NASDAQ OMX Helsinki Ltd
www.stonesoft.com




APPENDIX 1: Press release of Intel Corporation 16 May 2013

INTEL CORPORATION  PRESS RELEASE 16 May 2013 at 3.00 P.M.

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

MCAFEE WILL COMMENCE THE VOLUNTARY PUBLIC TENDER OFFER FOR ALL THE SHARES AND
OPTION RIGHTS IN STONESOFT ON 21 MAY 2013

As announced on 6 May 2013, McAfee, Inc. ("McAfee") and Stonesoft Oyj
("Stonesoft" or the "Company") have on 5 May 2013 entered into a Combination
Agreement under which they agree to combine the operations of McAfee and
Stonesoft. In order to effect the combination, McAfee Suomi Funding LLC (the"Offeror"), an affiliate of McAfee and a wholly-owned indirect subsidiary of
Intel Corporation ("Intel"), is making a voluntary public tender offer to
purchase all of the issued and outstanding shares in Stonesoft ("Shares") and
option rights granted under Stonesoft's option plans 2008 and 2012 ("Option
Rights") that are not owned by Stonesoft or any of its subsidiaries (the "Tender
Offer").

The Finnish Financial Supervisory Authority has today approved the tender offer
document relating to the Tender Offer (the "Tender Offer Document"). The
acceptance period under the Tender Offer will commence on 21 May 2013 at 9:30 am
Finnish time and expire on 11 June 2013 at 4:00 pm Finnish time (the "Offer
Period"). The Offeror reserves the right to extend the Offer Period from time to
time in accordance with the terms and conditions of the Tender Offer.

The price offered for each Share validly tendered in the Tender Offer will be
EUR 4.50 in cash (the "Share Offer Price"), representing a premium of
approximately 142 percent compared to the volume-weighted average trading price
of the Stonesoft shares on NASDAQ OMX Helsinki during the 12-month period
preceding the date of the announcement of the Tender Offer, a premium of
approximately 106 percent compared to the volume-weighted average trading price
during the 3-month period preceding the announcement of the Tender Offer, and a
premium of approximately 128 percent compared to the closing price of the shares
on NASDAQ OMX Helsinki on 3 May 2013, the last trading day before the
announcement of the Tender Offer.

The price offered for each Option Right validly tendered in the Tender Offer
will be EUR 4.20 in cash for each 2008A option right, EUR 4.20 in cash for each
2008B option right, EUR 4.20 in cash for each 2008C option right, EUR 4.20 in
cash for each 2008D option right, EUR 3.08 in cash for each 2012A option right,
EUR 2.19 in cash for each 2012B option right and EUR 2.19 in cash for each
2012C option right (jointly the "Option Offer Price").

Shareholders representing approximately 34.7 percent of the Shares (the "Major
Shareholders") have undertaken irrevocably and unconditionally to accept the
Tender Offer. The Board of Directors of Stonesoft has received a fairness
opinion dated 5 May 2013 from Stonesoft's financial advisor UBS Limited stating
that, as of the date of the opinion, the consideration to be received by the
holders of the Shares and the Option Rights pursuant to the terms of the Tender
Offer is believed to be fair, from a financial point of view, to such holders.
 The Board of Directors of Stonesoft recommends that the shareholders and
holders of Option Rights accept the Tender Offer.

The Tender Offer Document will be available from 20 May 2013 onwards in the
Finnish language at the branch offices of the cooperative banks belonging to the
OP-Pohjola Group and Helsinki OP Bank Plc and at NASDAQ OMX Helsinki,
Fabianinkatu 14, FI-00130 Helsinki, Finland, and on the internet at
www.op.fi/merkinta and www.stonesoft.com, and in the English language on the
internet at www.op.fi/merkinta and www.stonesoft.com.

Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the relevant acceptance form to their
customers who are registered as shareholders in the shareholders' register of
Stonesoft maintained by Euroclear Finland Ltd. ("Euroclear") or who are holders
of Option Rights. Shareholders or holders of Option Rights who do not receive
such notification from their account operator or asset manager can contact any
branch office of the cooperative banks belonging to the OP-Pohjola Group or
Helsinki OP Bank Plc where such shareholders or holders of Option Rights shall
receive necessary information and can give their acceptance.

A shareholder in Stonesoft who is registered as a shareholder in the
shareholders' register of Stonesoft or a holder of Option Rights who wishes to
accept the Tender Offer shall submit a properly completed and duly executed
acceptance form to the account operator managing the holder's book-entry account
in accordance with its instructions and within the time limit set by the account
operator or, in the case such account operator does not accept acceptance forms
(e.g. Euroclear), such shareholder or holder of Option Rights shall contact any
branch office of the cooperative bank belonging to the OP-Pohjola Group or
Helsinki OP Bank Plc to give his/her acceptance to tender the Shares or Option
Rights.

A shareholder or holder of Option Rights in Stonesoft whose Shares or Option
Rights are registered in the name of a nominee and who wishes to accept the
Tender Offer shall affect such acceptance in accordance with the nominee's
instructions.

The completion of the Tender Offer will be subject to the satisfaction or waiver
by the Offeror of certain conditions to completion in accordance with the terms
and conditions of the Tender Offer.

As permitted under Finnish law, the Offeror may purchase Shares in Stonesoft
also on NASDAQ OMX Helsinki or otherwise prior to the expiry of the Offer Period
or any extended Offer Period, as the case may be, at a price not exceeding the
Share Offer Price. The Offeror may also, as permitted under Finnish law,
purchase Option Rights in Stonesoft prior to the expiry of the Offer Period or
any extended Offer Period at a price not exceeding the relevant Option Offer
Price.

The Offeror will announce the preliminary result of the Tender Offer on or about
the first (1st) Finnish banking day following the expiry of the Offer Period or,
if applicable, the extended or discontinued Offer Period, and will announce the
final result on or about the third (3rd) Finnish banking day following the
expiry of the Offer Period or, if applicable, the extended or discontinued Offer
Period. The announcement of the final result will confirm (i) the percentage of
the Shares and Option Rights that have been validly tendered and not properly
withdrawn and (ii) whether the Tender Offer will be completed.

The detailed terms and conditions of the Tender Offer have been enclosed in
their entirety as an annex to this release (Annex 1).

Goldman Sachs International acts as the financial advisor to McAfee and the
Offeror. Roschier, Attorneys Ltd. acts as Finnish legal advisor and Morrison &
Foerster LLP as U.S. legal advisor to McAfee, Intel and the Offeror in
connection with the Tender Offer. Pohjola Corporate Finance Oy acts as the
arranger of the Tender Offer.

UBS Limited acts as the financial advisor and Bird & Bird Attorneys Ltd. as the
legal advisor to Stonesoft in connection with the Tender Offer.

16 May 2013

Intel Corporation


Annex 1: Terms and conditions of the Tender Offer

For further information, please contact:

Tracy Ross, Director, Public Relations, McAfee, Inc., tracy_ross@mcafee.com,
tel. +1 408 346 3745

Trey Campbell, Investor Relations, Intel Corporation, trey.s.campbell@intel.com,
tel. +1 503 696 0431

INFORMATION REGARDING MCAFEE, INC.

McAfee, a wholly owned subsidiary of Intel Corporation (NASDAQ:INTC), empowers
businesses, the public sector, and home users to safely experience the benefits
of the Internet. The company delivers proactive and proven security solutions
and services for systems, networks, and mobile devices around the world. With
its Security Connected strategy, innovative approach to hardware-enhanced
security, and unique Global Threat Intelligence network, McAfee is relentlessly
focused on keeping its customers safe. http://www.mcafee.com.

INFORMATION REGARDING INTEL CORPORATION

Intel Corporation (NASDAQ: INTC) is a world leader in computing innovation. The
company designs and builds the essential technologies that serve as the
foundation for the world's computing devices. Additional information about Intel
Corporation is available at www.intel.com/pressroom and blogs.intel.com.

INFORMATION REGARDING STONESOFT OYJ

Stonesoft Corporation (NASDAQ OMX: SFT1V) delivers software based, dynamic,
customer-driven cyber security solutions that secure information flow and
simplify security management. Stonesoft serves private and public sector
organizations that require high availability, ease-of-management, compliance,
dynamic security, protection of critical digital assets, and business continuity
against today's rapidly evolving cyber threats. Stonesoft leads research into
advanced cyber threats and the advanced evasion techniques (AETs) used in
stealth, targeted cyber attacks.

The company's product portfolio is based on one unified Security Engine software
platform that is the power behind Stonesoft's next generation firewalls, evasion
prevention systems, and SSL VPN solutions. The Security Engine back-end is
augmented by the Stonesoft Management Center front-end, which enables efficient
management of entire networks and brings excellent situational awareness and
operational cost savings.

Stonesoft's customer base covers more than 6,500 mid and large-sized
organizations across various industries and geographical markets. Stonesoft has
the highest customer retention rate in the industry due to low TCO, a flexible
licensing model, and overall customer service excellence. Founded in 1990, the
company's track record is well recognized and visionary by certifiers, industry
analysts and demanding customers. Stonesoft is headquartered in Helsinki,
Finland. For more information visit www.stonesoft.com.

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED
BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES AND OPTION RIGHTS ONLY ON THE BASIS OF THE INFORMATION
PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR
INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS
PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER
DOCUMENT AND RELATED ACCEPTANCE FORMS MAY NOT AND WILL NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE LAW. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR
INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR
INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX,
TELEPHONE OR THE INTERNET) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED
BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE UNITED STATES,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.

GOLDMAN SACHS INTERNATIONAL, WHICH IS AUTHORISED BY THE PRUDENTIAL REGULATION
AUTHORITY AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY AND THE PRUDENTIAL
REGULATION AUTHORITY IN THE UNITED KINGDOM, IS ACTING FOR MCAFEE AND THE OFFEROR
AND NO ONE ELSE IN CONNECTION WITH THE TENDER OFFER AND WILL NOT BE RESPONSIBLE
TO ANYONE OTHER THAN MCAFEE AND THE OFFEROR FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF GOLDMAN SACHS INTERNATIONAL, OR FOR GIVING ADVICE IN
CONNECTION WITH THE TENDER OFFER OR ANY MATTER REFERRED TO HEREIN.


Annex 1:

TERMS AND CONDITIONS OF THE TENDER OFFER

Object of the Tender Offer

Through the Tender Offer, the Offeror offers to acquire all of the issued and
outstanding Shares and Option Rights in the Company, that are not held by
Stonesoft or any of its subsidiaries, on the terms and subject to the conditions
set forth below.

According to the terms and conditions of the Option Rights, the Option Rights
are freely transferable when the relevant share subscription period has begun.
The Board of Directors of Stonesoft may, however, permit the transfer of the
Option Rights also before such date and, under the Combination Agreement, the
Board of Directors of Stonesoft has undertaken to grant a permission to the
holders of Option Rights to transfer the Option Rights to the Offeror by
accepting the Tender Offer and tendering the Option Rights into the Tender
Offer.

Offer Price


The Share Offer Price for each Share validly tendered in accordance with the
terms and conditions of the Tender Offer is EUR 4.50 in cash.

The Option Offer Price for each Option Right validly tendered in accordance with
the terms and conditions of the Tender Offer is as follows: EUR 4.20 in cash for
each 2008A option right, EUR 4.20 in cash for each 2008B option right, EUR 4.20
in cash for each 2008C option right, EUR 4.20 in cash for each 2008D option
right, EUR 3.08 in cash for each 2012A option right, EUR 2.19 in cash for each
2012B option right and EUR 2.19 in cash for each 2012C option right.

Offer Period


The Offer Period commences on 21 May 2013 at 9:30 am (Finnish time) and expires
on 11 June 2013 at 4:00 pm (Finnish time), unless the Offer Period is extended
as set forth below.

The Offeror may extend the Offer Period as described below. The Offeror will
give notice of the possible extension of the Offer Period by a press release at
the latest on 12 June 2013. The Offeror will give notice of a possible extension
of an already extended Offer Period at the latest on the first Finnish banking
day following the expiry of the extended Offer Period.

If the Offeror extends the Offer Period, the Offer Period will expire on the
date and at the time to which the Offeror extends the Offer Period unless the
extended Offer Period is discontinued as set forth below. The maximum duration
of the Offer Period (including any extended Offer Period) is ten (10) weeks.
However, if the Conditions to Completion (as defined below) have not been
fulfilled due to a particular obstacle such as, for example, pending approval by
the Ministry of Employment and the Economy, the Offeror may extend the Offer
Period beyond ten (10) weeks until such obstacle has been removed and the
Offeror has had a reasonable time to respond to the situation. The date of the
expiry of the extended Offer Period will in such case be published at least two
(2) weeks before such expiry. Further, any Subsequent Offer Period (as defined
below) may extend beyond ten (10) weeks.

The Offeror may discontinue any extended Offer Period should all the Conditions
to Completion be fulfilled or waived by the Offeror before the expiry of the
extended Offer Period and execute the sale and purchase of the Shares and Option
Rights validly tendered and not properly withdrawn in accordance with sections
1.9 and 1.10 below. Should the Offeror discontinue the extended Offer Period,
the Offeror will announce its decision thereon as soon as possible after such
decision has been made and in any case at least two (2) weeks before the expiry
of the extended Offer Period to be discontinued. If the Offeror discontinues the
extended Offer Period, the extended Offer Period will expire on such earlier
date and at the time indicated in such announcement made by the Offeror.

The Offeror also reserves the right to extend the Offer Period in connection
with the announcement of the final result of the Tender Offer as set forth in
section 1.8 (such extended Offer Period shall be referred to as 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 the final result announcement. The expiration of a Subsequent Offer Period
will be announced at least two (2) weeks before the expiration of such
Subsequent Offer Period.

Conditions to Completion of the Tender Offer


The obligation of the Offeror to accept the Shares and Option Rights validly
tendered and to complete the Tender Offer shall be subject to the satisfaction
or, to the extent permitted by applicable law, waiver by the Offeror of the
following conditions ("Conditions to Completion") on or prior to the date of the
Offeror's announcement of the final result of the Tender Offer:


 1. the valid tender of Shares representing, with any other Shares otherwise
    acquired by the Offeror prior to or during the Offer Period, more than
    ninety (90) percent of the issued and outstanding Shares and voting rights
    of the Company on a fully diluted basis (i.e. taking into consideration the
    effect of the conversion of any and all Option Rights into shares in the
    Company);
 2. the receipt of all necessary regulatory approvals, permits and consents,
    including without limitation competition clearances (if any) and approval
    under the Act on Monitoring Foreign Acquisitions (laki ulkomaalaisten
    yritysostojen seurannasta, 172/2012) by the Finnish Ministry of Employment
    and the Economy or the Finnish Government, as applicable, and that any
    conditions set forth in such permits, consents or clearances, including, but
    not limited to, any requirements for the disposal of any assets of the
    Offeror, McAfee or the Company or any reorganization of the business of the
    Offeror, McAfee or the Company, are acceptable to the Offeror in that they
    are not materially adverse to the Offeror or the Company or to the
    consummation of the Tender Offer, or to the benefits of the Tender Offer to
    the Offeror and McAfee;
 3. no Material Adverse Change (as defined below) having occurred after the date
    of the signing of the Combination Agreement;
 4. the Offeror not, after the date of the signing of the Combination Agreement,
    having received information previously undisclosed to it that constitutes a
    Material Adverse Change (as defined below);
 5. no court or regulatory authority of competent jurisdiction having given an
    order or issued any regulatory action preventing, postponing or materially
    challenging the completion of, the Tender Offer;
 6. the Board of Directors of the Company having issued a recommendation to the
    shareholders and holders of the Option Rights to accept the Tender Offer and
    such recommendation remaining in force and not being modified or changed;
 7. the Combination Agreement not having been terminated and remaining in force;
    and
 8. the undertaking by each of the Major Shareholders to accept the Tender Offer
    remaining in force in accordance with its terms."Material Adverse Change" means

(A) any divestment or reorganization of any material part or asset of the
Company or its material subsidiaries, taken as a whole; or

(B) any event, condition, circumstance, development, occurrence, change, effect
or fact (any such item an "Effect") 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, financial condition or results of
operations of the Company and its material subsidiaries, taken as a whole,
excluding:

(i) any Effect in political, financial, industry, economic or regulatory
conditions generally, so long as such Effect does not have a disproportionate
effect on the Company relative to other industry participants, or the ability of
the Company to consummate the transactions contemplated hereby in a timely
manner; or

(ii) any Effect resulting from any actions taken by the Company at the express
request or direction of the Offeror or McAfee;

(iii) any Effect resulting from or caused by natural disasters, outbreak of
major hostilities or any act of war or terrorism so long as such Effect does not
have a disproportionate effect on the Company relative to other industry
participants;

(iv) any failure, in and of itself, by the Company to meet third party
projections or forecasts or any published third party revenue or earnings
projections for any period (but not, in each case, the underlying cause of such
failure unless such underlying cause would otherwise be excluded from this
definition); or

(v) any Effect attributable to (x) an act or omission carried out or omitted by
the Offeror in connection with the Tender Offer or (y) the Tender Offer (for the
sake of clarity, including but not limited to Effects arising out of the
announcement of, entry into, pendency of, anticipated completion of actionsrequired or contemplated by or performance of obligations under, the Combination
Agreement and the transactions contemplated thereby or the identity of the
Parties to the Combination Agreement, including any termination of, reduction in
or similar adverse impact on relationships, contractual or otherwise, with any
customers, suppliers, distributors, partners or employees of the Company and its
material subsidiaries relating thereto).

For the sake of clarity, under no circumstances shall any Material Adverse
Change be deemed to exist, to the extent the risks, facts, matters,
circumstances, developments, occurrences, changes, effects or events causing the
claimed Material Adverse Change have been publicly disclosed (including in any
publicly disclosed annual or interim reports) or otherwise disclosed in the due
diligence information provided to the Offeror and McAfee by or on behalf of the
Company, in either case, prior to the date of the signing of the Combination
Agreement.

The Offeror reserves the right to waive, to the extent permitted by applicable
law, any of the Conditions to Completion that have not been satisfied.

Obligation to increase the Tender Offer or to pay compensation

The Offeror reserves the right to acquire Shares also in public trading on
NASDAQ OMX Helsinki or otherwise during the Offer Period (including any
extension thereof) and any Subsequent Offer Period. The Offeror also reserves
the right to acquire Option Rights outside the Tender Offer during the Offer
Period (including any extension thereof) and any Subsequent Offer Period.

If the Offeror or any party referred to Chapter 11, Section 5 of the Finnish
Securities Market Act acquires, before the expiry of the Offer Period, Shares or
Option Rights at a higher price than the Share Offer Price or the Option Offer
Price or otherwise on terms that are more favorable than those of the Tender
Offer, the Offeror must according to Chapter 11, Section 25 of the Finnish
Securities Market Act amend the terms and conditions of the Tender Offer to
correspond to this acquisition on more favorable terms (obligation to increase
the offer). The Offeror shall then, without delay, make public the triggering of
the obligation to increase the offer and pay, in connection with the completion
of the Tender Offer, the difference between the acquisition on more favorable
terms and the consideration offered in the Tender Offer to the holders of
securities who have accepted the Tender Offer.

If the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish
Securities Market Act acquires, during the nine (9) months following the expiry
of the Offer Period, Shares or Option Rights at a higher price than the Share
Offer Price or the Option Offer Price or otherwise on terms that are more
favorable than those of the Tender Offer, the Offeror must according to Chapter
11, Section 25 of the Finnish Securities Market Act compensate those holders of
securities who have accepted the Tender Offer for the amount equal to the
difference between the acquisition on more favorable terms and the consideration
offered in the Tender Offer (obligation to compensate). The Offeror shall then,
without delay, make public the triggering of the obligation to compensate and
pay the difference between the acquisition on more favorable terms and the
consideration offered in the Tender Offer within one month after the triggering
of the obligation to compensate to the holders of securities who have accepted
the Tender Offer.

According to  Chapter 11, Section 25, Subsection 5 of the Finnish Securities
Market Act, the obligation to compensate shall, however, not be triggered in
case the payment of a higher price than the Share Offer Price (or the Option
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 Market Act has not offered to acquire Shares (or
Option Rights) 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 must be accepted separately for each book-entry account. A
shareholder and holder of Option Rights of the Company must have a cash account
in a financial institution operating in Finland. A shareholder or a holder of
Option Rights may only accept the Tender Offer unconditionally and for every
Share and Option Right on the book-entry account mentioned in the acceptance
form on the date of the execution of the sale and purchase of the Shares of the
shareholder or of the Option Rights of the holder of the Option Rights.
Acceptance given during the Offer Period is effective also until the end of any
extended Offer Period or any discontinued extended Offer Period.

Shares


Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the relevant acceptance form to their
customers who are registered as shareholders in the shareholders' register of
the Company maintained by Euroclear Finland Ltd. ("Euroclear"). Shareholders who
do not receive such notification from their account operator or asset manager
can contact any branch office of the cooperative banks belonging to the OP-
Pohjola Group or Helsinki OP Bank Plc where such shareholders shall receive
necessary information and can give their acceptance.

A shareholder in the Company whose shareholdings are registered in the name of a
nominee and who wishes to accept the Tender Offer shall affect such acceptance
in accordance with the nominee's instructions.

Pledged Shares may only be tendered with the consent of the relevant pledgee.
The obtaining of such consent shall be the responsibility of the relevant
shareholder in the Company. The consent by the pledgee shall be delivered in
writing to the account operator.

A shareholder in the Company who is registered as a shareholder in the
shareholders' register of the Company and who wishes to accept the Tender Offer
shall submit a properly completed and duly executed acceptance form to the
account operator managing the shareholder's book-entry account in accordance
with its instructions and within the time limit set by the account operator or,
in the case such account operator does not accept acceptance forms (e.g.
Euroclear), such shareholder shall contact any branch office of the cooperative
bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc to give his/her
acceptance to tender the Shares. The acceptance form shall be submitted so that
it is received during the Offer Period or, if the Offer Period has been
extended, during such extended Offer Period, however, always in accordance with
the instructions of the relevant account operator. In the event of a Subsequent
Offer Period, the acceptance form shall be submitted so that it is received
during the Subsequent Offer Period, however, always in accordance with the
instructions of the relevant account operator.

The method of delivery of acceptance forms is at the shareholder's option and
risk, and the delivery will be deemed made only when actually received by such
account operator or cooperative bank belonging to the OP-Pohjola Group or
Helsinki OP Bank Plc. The Offeror may also reject any partial tender of the
Shares. The Offeror reserves the right to reject any acceptance given in an
incorrect or incomplete manner. The Offeror may also reject any partial tender
of the Shares.

By accepting the Tender Offer, the shareholders of the Company authorize Pohjola
Pankki Plc ("Pohjola Pankki") or a party authorized by Pohjola Pankki or the
account operator managing the shareholder's book-entry account to enter a
transfer restriction or a sales reservation on the shareholder's book-entry
account after the shareholder has delivered their acceptance of the Tender
Offer. In addition, the shareholder who have accepted the Tender Offer authorize
Pohjola Pankki or a party authorized by Pohjola Pankki or the account operator
managing the shareholder's book-entry account to perform the necessary entries
and to take all other actions required to technically execute the Tender Offer
and to sell all the Shares owned by such shareholder at the time of the
execution trades under the Tender Offer to the Offeror in accordance with the
terms and conditions of the Tender Offer.

A shareholder that has validly accepted the Tender Offer and that has not
properly withdrawn its acceptance in accordance with the terms and conditions of
the Tender Offer may not sell or otherwise dispose of its tendered Shares. A
transfer restriction in respect of the Shares will be registered in the relevant
book-entry account after a shareholder has submitted the acceptance for the
Tender Offer. If the Tender Offer is not completed or if the tender is properly
withdrawn by the shareholder in accordance with the terms and conditions of the
Tender Offer, the transfer restriction registered on the tendered Shares in the
relevant book-entry account will be removed as soon as possible and within
approximately three (3) Finnish banking days following the announcement that the
Tender Offer will not be completed or the receipt of a notice of withdrawal in
accordance with the terms and conditions of the Tender Offer.


Option Rights


Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the relevant acceptance form to their
customers who are holders of Option Rights who are registered in the
shareholders' register of the Company maintained by Euroclear. Holders of Option
Rights who do not receive such notification from their account operator or asset
manager can contact any branch office of the cooperative banks belonging to the
OP-Pohjola Group or Helsinki OP Bank Plc where such holders of Option Rights
shall receive necessary information and can give their acceptance.

Holders of Option Rights whose holdings are registered in the name of a nominee
and who wishes to accept the Tender Offer shall affect such acceptance in
accordance with the nominee's instructions.

Pledged Option Rights may only be tendered with the consent of the relevant
pledgee. The obtaining of such consent shall be the responsibility of the
relevant holder of Option Rights. The consent by the pledgee shall be delivered
in writing to the account operator.

A holder of Option Rights who wishes to accept the Tender Offer shall submit a
properly completed and duly executed acceptance form to the account operator
managing the holder's book-entry account in accordance with its instructions and
within the time limit set by the account operator or, in the case such account
operator does not accept acceptance forms (e.g. Euroclear), such holder of
Option Rights shall contact any branch office of the cooperative bank belonging
to the OP-Pohjola Group or Helsinki OP Bank Plc to give his/her acceptance to
tender the Option Rights. The acceptance form shall be submitted so that it is
received during the Offer Period or, if the Offer Period has been extended,
during such extended Offer Period, however, always in accordance with the
instructions of the relevant account operator. In the event of a Subsequent
Offer Period, the acceptance form shall be submitted so that it is received
during the Subsequent Offer Period, however, always in accordance with the
instructions of the relevant account operator.

The method of delivery of acceptance forms is at the option and risk of the
holder of Option Rights, and the delivery will be deemed made only when actually
received by such account operator or a cooperative bank belonging to the OP-
Pohjola Group or Helsinki OP Bank Plc. The Offeror reserves the right to reject
any acceptance given in an incorrect or incomplete manner. The Offeror may also
reject any partial tender of the Option Rights.

By accepting the Tender Offer, the holder of Option Rights authorizes Pohjola
Pankki or a party authorized by Pohjola Pankki or the account operator managing
the holder's book-entry account to enter a transfer restriction or a sales
reservation after the holder of Option Rights has delivered its acceptance of
the Tender Offer. In addition, the holder of Option Rights who has accepted the
Tender Offer authorizes Pohjola Pankki or a party authorized by Pohjola Pankki
or the account operator managing the holder's book-entry account to perform the
necessary entries and to all other actions required to technically execute the
Tender Offer and to sell all the Option Rights owned by such holder of Option
Rights at the time of the execution trades under the Tender Offer to the Offeror
in accordance with the terms and conditions of the Tender Offer.

A holder of Option Rights that has validly accepted the Tender Offer and that
has not properly withdrawn its acceptance in accordance with the terms and
conditions of the Tender Offer may not sell or otherwise dispose of its tendered
Option Rights. A transfer restriction in respect of the Option Rights will be
registered in the relevant book-entry account after a holder of Option Rights
has submitted the acceptance for the Tender Offer. If the Tender Offer is not
completed or if the tender is properly withdrawn by the holder of Option Rights
in accordance with the terms and conditions of the Tender Offer, the transfer
restriction registered on the tendered Option Rights in the relevant book-entry
account will be removed as soon as possible and within approximately three (3)
Finnish banking days following the announcement that the Tender Offer will not
be completed or the receipt of a notice of withdrawal in accordance with the
terms and conditions of the Tender Offer.

Withdrawal Rights


In accordance with the Chapter 11, Section 16, Subsection 1 of the Finnish
Securities Market Act, the Shares and Option Rights validly tendered in
accordance with the terms and conditions of the Tender Offer may be withdrawn at
any time during the Offer Period or, if the Offer Period has been extended,
during such extended Offer Period, until the Offeror has announced that all the
Conditions to Completion have been fulfilled or waived by the Offeror, thereby
declaring the Tender Offer unconditional. After such announcement, the Shares
and Option Rights already tendered may no longer be withdrawn except in the
event that a third party announces a competing public tender offer for the
Shares and Option Rights before the execution of the sale and purchase of the
Shares and Option Rights in accordance with sections 1.9 and 1.10 below.

The proper withdrawal of the Shares and/or Option Rights validly tendered
requires that a written notice of withdrawal is submitted to the same account
operator to whom the acceptance form with respect to such Shares and/or Option
Rights was submitted. In case the acceptance form with respect to Shares and/or
Option Rights was submitted to a branch office of the cooperative bank belonging
to the OP-Pohjola Group or Helsinki OP Bank Plc, the notice of withdrawal must
be submitted to the same branch office In case of holdings that are registered
in the name of a nominee, the shareholder or holder of Option Rights shall
instruct the nominee to submit the notice of withdrawal.

If a shareholder or holder of Option Rights withdraws its acceptance of the
Tender Offer in accordance with the terms and conditions of the Tender Offer,
the transfer restriction registered on the tendered Shares and Option Rights in
the relevant book-entry account will be removed as soon as possible and within
approximately three (3) Finnish banking days following the receipt of a notice
of withdrawal in accordance with the terms and conditions of the Tender Offer.

Withdrawn Shares and/or Option Rights may be re-tendered by following the
acceptance procedures described in section 1.6 above prior to the expiry of the
Offer Period or, if the Offer Period has been extended, prior to the expiry of
such extended Offer Period.

The account operator managing the relevant book-entry account or the nominee may
charge a fee for withdrawals in accordance with its price lists.

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

Announcement of the Result of the Tender Offer


The Offeror will announce the preliminary result of the Tender Offer on or about
the first (1(st)) Finnish banking day following the expiry of the Offer Period
or, if applicable, the extended or discontinued Offer Period, and will announce
the final result on or about the third (3(rd)) Finnish banking day following the
expiry of the Offer Period or, if applicable, the extended or discontinued Offer
Period. The announcement of the final result will confirm (i) the percentage of
the Shares and Option Rights that have been validly tendered and not properly
withdrawn and (ii) whether the Tender Offer will be completed.

The Offeror will announce the initial percentage of the Shares and Option Rights
validly tendered during a possible Subsequent Offer Period on or about the first
(1(st)) Finnish banking day following the expiry of the Subsequent Offer Period
and the final percentage on or about the third (3(rd)) Finnish banking day
following the expiry of the Subsequent Offer Period.

Terms of Payment and Settlement of Shares


The sale and purchase of the Shares validly tendered and not properly withdrawn
in accordance with the terms and conditions of the Tender Offer will be executed
no later than on the fifth (5(th)) Finnish banking day following the expiry of
the Offer Period, or if the Offer Period has been extended or discontinued, the
expiry of the extended or discontinued Offer Period. The sale and purchase of
the Shares will take place on NASDAQ OMX Helsinki if permitted by the rules
applicable to securities trading on NASDAQ OMX Helsinki. Otherwise the sale and
purchase of the Shares will take place outside of NASDAQ OMX Helsinki.

Settlement will be effected on or about the third (3(rd)) Finnish banking day
following the above completion trades (the "Settlement Date"). The payment of
the Share Offer Price will be deposited on the Settlement Date into the bank
account connected to the shareholder's book-entry account or, in the case of
shareholders whose holdings are registered in the name of a nominee, into the
bank account specified in the acceptance form. If the bank account of a
tendering shareholder is with a different banking institution than such holder's
book-entry account, the Share Offer Price will be paid, in accordance with the
schedule of money transactions between banking institutions, to the
shareholder's bank account so that it is on the shareholder's bank account
approximately two (2) Finnish banking days following the Settlement Date, at the
latest.

In the event of a Subsequent Offer Period, the Offeror shall in connection with
the announcement thereof announce the terms of payment and settlement for the
Shares tendered during the Subsequent Offer Period. The sale and purchase of the
Shares validly tendered in accordance with the terms and conditions of the
Tender Offer during the Subsequent Offer Period shall, however, be executed at
least within two (2) weeks intervals.

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

Terms of Payment and Settlement of Option Rights


The sale and purchase of the Option Rights validly tendered and not properly
withdrawn in accordance with the terms and conditions of the Tender Offer will
be executed no later than on the Settlement Date. The sale and purchase of the
Option Rights will take place outside of NASDAQ OMX Helsinki.

Settlement will be effected on the same day as the sale and purchase of the
Option Rights, i.e. no later than on the Settlement Date. The payment of the
Option Offer Price will be deposited on the Settlement Date into the bank
account attached to the book-entry account of the holder of the Option Rights
or, in case of nominee-registered Option Rights, into the bank account specified
in the acceptance form. If the bank account of a tendering holder of Option
Rights is with a different banking institution than his/her book-entry account,
the Option Offer Price will be paid, in accordance with the schedule of money
transactions between banking institutions, to the bank account of the holder of
Option Rights so that it is on the bank account of the holder of Option Rights
approximately two (2) Finnish banking days following the Settlement Date, at the
latest.

In the event of a Subsequent Offer Period, the Offeror shall in connection with
the announcement thereof announce the terms of payment and settlement for the
Option Rights tendered during the Subsequent Offer Period. The sale and purchase
of the Option Rights validly tendered in accordance with the terms and
conditions of the Tender Offer during the Subsequent Offer Period shall,
however, be executed at least within two (2) weeks intervals.

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


Transfer of Ownership


Title to the Shares validly tendered in the Tender Offer will pass to the
Offeror on the Settlement Date against the payment of the Share Offer Price by
the Offeror to the tendering shareholder. In the event of a Subsequent Offer
Period, title to the Shares validly tendered in the Tender Offer during the
Subsequent Offer Period will pass to the Offeror against the payment of the
Share Offer Price by the Offeror to the tendering shareholder as announced by
the Offeror in the announcement regarding the Subsequent Offer Period.

Title to the Option Rights validly tendered in the Tender Offer will pass to the
Offeror on the Option Rights Settlement Date against the payment of the Option
Offer Price by the Offeror to the tendering holder of Option Rights. In the
event of a Subsequent Offer Period, title to the Option Rights validly tendered
in the Tender Offer during the Subsequent Offer Period will pass to the Offeror
against the payment of the Option Offer Price by the Offeror to the tendering
holder of Option Rights as announced by the Offeror in the announcement
regarding the Subsequent Offer Period.


Transfer Tax and Other Payments


The Offeror will pay the Finnish transfer tax, if any, payable on the sale and
purchase of the Shares and Option Rights.

Fees charged by account operators, asset managers, nominees or any other person
for registering the release of any pledges or other possible restrictions
preventing a sale of the relevant Shares or Option Rights, as well as fees
relating to a withdrawal of the tender by a shareholder or a holder of Option
Rights in accordance with section 1.7 above, will be borne by each shareholder
and holder of Option Rights. The Offeror shall be responsible for other
customary fees relating to book-entry registrations required for the purposes of
the Tender Offer, the sale and purchase of the Shares and Option Rights tendered
under the Tender Offer or the payment of the Share Offer Price and the Option
Offer Price, respectively.


Other Issues


The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 11, Section 15, Subsection 2 of the Finnish
Securities Market Act.

The Offeror reserves the right to extend the Offer Period and to amend the terms
and conditions of the Tender Offer (including a potential withdrawal of the
Tender Offer) in accordance with Chapter 11, Section 17 of the Finnish
Securities Market Act if, during the Offer Period or any extended Offer Period,
a third party announces a competing public tender offer for the Shares and
Option Rights.

The Offeror shall have sole discretion to determine all other issues relating to
the Tender Offer, subject to the requirements of applicable law.

The Tender Offer is not being made and the Shares and the Option Rights will not
be accepted for purchase from or on behalf of any persons, directly or
indirectly, in the United States or in any jurisdiction where prohibited by
applicable law and this Tender Offer Document and related acceptance forms are
not and may not be distributed, forwarded or transmitted into or from any
jurisdiction where prohibited by applicable law by any means whatsoever
including, without limitation, mail, facsimile transmission, e-mail or
telephone. 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 of interstate or foreign commerce of, or any facilities of a
national securities exchange of the United States, Canada, Japan, Australia,
South Africa or Hong Kong or any other jurisdiction where prohibited by law.
 The Tender Offer cannot be accepted by any such use, means or instrumentality
of or from within the United States, Canada, Japan, Australia, South Africa or
Hong Kong or any other jurisdiction or any jurisdiction where prohibited by law.






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