Tiimari Oyj Abp - Company Announcement

THE BOARD OF DIRECTORS OF TIIMARI PLC. HAS DECIDED ON A RIGHTS ISSUE OF UP TO APPROXIMATELY EUR 14.8 MILLION AND A DIRECTED SHARE ISSUE OF UP TO EUR 23.8 MILLION AND THEIR TERMS AND CONDITIONS

Tiimari Plc        Stock exchange release August 30, 2011 at 15.15


THE BOARD OF DIRECTORS OF TIIMARI PLC. HAS DECIDED ON A RIGHTS ISSUE OF UP TO
APPROXIMATELY EUR 14.8 MILLION AND A DIRECTED SHARE ISSUE OF UP TO EUR 23.8
MILLION AND THEIR TERMS AND CONDITIONS 


NOT TO BE PUBLISHED OR DISTRIBUTED PARTIALLY OR IN ITS ENTIRETY IN THE UNITED
STATES OF AMERICA, GREAT BRITAIN, HONG KONG, AUSTRALIA, JAPAN, SINGAPORE, OR
CANADA. 


The rights issue in brief:

• Tiimari Plc. will arrange a rights issue based on the pre-emptive
subscription right of its current shareholders in the amount of up to
approximately EUR 14.8 million 

• Tiimari intends to use the net proceeds of the rights issue to finance its
working capital, to strengthen its liquidity and financial position, to execute
its new business plan, and to repay the bridge financing with the principal
amount of EUR 3 million, drawn to increase the company's liquidity 

• Up to 164,747,550 new shares

• Subscription price EUR 0.09 per offer share

• Each share held on the record date will entitle to one subscription right
that can be used to subscribe ten (10) new shares 

• Subscription period commences on 7 September 2011 and ends on 21 September
2011 

• Trading of subscription rights commences on 7 September 2011 and ends on 14
September 2011 

• Subscription and underwriting commitments in the rights issue amount to EUR
11.0 million 


The directed share issue in brief:

• Tiimari Plc. will arrange a directed share issue to the holders of the
company's convertible capital loans issued on 19 October 2009 and 30 December
2010 with the total principal amount of EUR 7.98 million, to Varma Mutual
Pension Insurance Company for the debenture loan maturing on 9 October 2014
with a principal amount of EUR 11.0 million as well as to Aktia Pankki Oyj for
interest bearing debt from financial institutions with a principal amount of
EUR 4.8 million 

• Up to 264,222,221 new shares

• Subscription price EUR 0.09 per offer share

• The subscription price must be paid by offsetting the loan receivable
entitling to the subscription right 

• Subscription period commences on 7 September 2011 and ends on 21 September
2011 for subscriptions to be made based on the convertible capital loans and on
27 September 2011 for other subscriptions 

• Subscription rights are not transferable separately from the loan receivable
entitling to the subscription rights, nor will the subscription rights be
subject of public trading 

• Subscription commitments received by the company in the directed share issue
amount to EUR 21.8 million 


The Board of Directors of Tiimari Plc. (“Tiimari” or “Company”) has today on 30
August 2011 decided, based on the authorization granted to it by the
extraordinary general meeting on 1 July 2011, to commence a share issue against
payment in the total amount of approximately EUR 14.8 million based on the
shareholders' pre-emptive subscription right (the “Rights Issue”), as well as a
directed share issue (“Directed Issue”) to the holders of the Company's
convertible capital loans issued on 19 October 2009 and 30 December 2010 with
the total principal amount of EUR 7.98 million, to Varma Mutual Pension
Insurance Company (“Varma”) for the debenture loan maturing on 9 October 2014
with the principal amount of EUR 11.0 million as well as to Aktia Pankki Oyj
(“Aktia”) for interest bearing debt from financial institutions with the
principal amount of EUR 4.8 million, in which the subscription price must be
paid by offsetting the loan receivable entitling to the subscription right. 

In the Rights Issue, up to 164,747,550 new shares will be issued based on
shareholders' pre-emptive right of subscription, and in the Directed Issue, up
to 264,222,221 new shares will be issued and offered for subscription to
certain creditors of the Company. 

The subscription price in the Rights Issue and the Directed Issue is EUR 0.09
per offer share. The subscription price in the Directed Issue must be paid by
offsetting the loan receivable entitling to the subscription right. The
subscription period in the Rights Issue commences on 7 September 2011 and ends
on 21 September 2011 at 20:00. The subscription period in the Directed Issue
commences on 7 September 2011 and ends on 21 September 2011 at 16:30 for
subscriptions to be made based on the convertible capital loans and on 27
September 2011 for other subscriptions. 

Shareholders registered in the Company's shareholder register maintained by
Euroclear Finland Oy on the record date 2 September 2011 (“Record Date”), will
for each share held on the record date automatically receive one (1) freely
transferable book-entry account registered subscription right (“Subscription
Right”), each Subscription Right entitling to the subscription of ten (10)
offer shares in the Rights Issue. The minimum subscription in the rights issue
is 10 shares. 

Public trading of subscription rights on NASDAQ OMX Helsinki Ltd. commences on
7 September 2011 and ends on 14 September 2011. Tiimari shares will trade
ex-rights beginning on 31 August 2011. Tiimari will announce the final results
of the Rights Issue and the Directed Issue by means of a stock exchange release
on or about 27 September 2011. An unofficial translation of the terms of the
share issues in their entirety is appended to this stock exchange release. 

The Company has in connection with the share issues prepared a base prospectus
and securities notes for the Rights Issue and the Directed Issue, which have
been approved by the Finnish Financial Supervisory Authority on 30 August 2011.
The Finnish language base prospectus and securities notes are available on the
Company's website www.tiimari.com as well as on www.nordea.fi/sijoita beginning
on or about 31 August 2011, as well as at the subscription places and the
Company's head office at Tasetie 8, 01510 Vantaa beginning on or about 5
September 2011. 

Tiimari intends to use the net proceeds of the Rights Issue to finance its
working capital, to strengthen the Company's liquidity and financial position,
in the execution of the new business plan, and to repay the bridge financing
with the capital amount of EUR 3 million that was drawn to increase the
Company's liquidity. Unioca Partners Oy (“Unioca”), Assetman Oy, Baltiska
Handels A.B., Belgrano Investments Oy and the Company's CEO Niila Rajala have
each severally committed to subscribe shares in the Rights Issue for an amount
totaling EUR 11.0 million through subscription and underwriting commitments
provided to the Company. 

The objectives of the Directed Issue are to ensure the fulfillment of the
preconditions of the financial restructuring, the fulfillment of the
preconditions related to the subscription and underwriting commitments in the
Rights Issue, to significantly decrease the Company's financing costs, to
strengthen the Company's balance sheet and to lower gearing, as well as to
assist in ensuring the ability to repay the Company's remaining debt. The total
subscription price in the Directed Issue, totaling up to approximately EUR 23.8
million, will be recorded in its entirety in the Company's invested
unrestricted equity reserve. The Company has received subscription commitments
amounting to a total of EUR 21.8 million in the Directed Issue. Of the holders
of the Company's convertible capital loans, Unioca, Assetman Oy, Baltiska
Handels A.B., Pecun Inc. (controlled by Mr. Hannu Ryöppönen, Chairman of the
Company's Board of Directors), and Board member Sven-Olof Kulldorff, have
committed to subscribe aggregate total of 66,555,552 new shares in the Directed
Issue and to pay the aggregate subscription price of approximately EUR 5.99
million by offsetting their respective loan receivables relating to the
associated convertible capital loans. Furthermore, of the Company's creditors,
Varma and Aktia have committed to subscribe a total of 175,555,555 new shares
in the Directed Issue and to pay the aggregate subscription price of
approximately EUR 15.8 million by offsetting their respective loan receivable
of the associated loans. 

According to information received by the Company (and as published on 10 June
2011), Aktia and Varma have made binding forward contracts regarding the shares
subscribed by them in the Directed Issue, with the effect that as a result of
the transactions thereunder, Varma's ownership in Tiimari would decrease below
10 percent and Aktia's ownership in Tiimari would be eliminated in whole.
According to information received by the Company, Unioca, Assetman Oy, Baltiska
Handels A.B., Belgrano Investments Oy, and the CEO of the Company, Niila
Rajala, have, upon realization of the Rights Issue and Directed Issue, each
separately committed to acquire the shares in question. 

Nordea Bank Finland Plc. is acting as the Company's financial advisor and as
lead manager of the equity issues. 


Vantaa, 30 August 2011
Tiimari Plc
Board of Directors


Further information:
CEO Niila Rajala, Tiimari Plc, tel. + 358 (0)3 812911
(e-mail addresses are in the form firstname.lastname@tiimari.fi)


Distribution:
NASDAQ OMX Helsinki
Important news media
www.tiimari.com


DISCLAIMER:

The information contained herein is not for release, publication or
distribution, directly or indirectly, in whole or in part, in or into the
United States, Australia, Japan, Canada, Hong Kong or Sinapore. The information
contained herein does not constitute an offer of securities for sale in the
United States, nor may the securities be offered or sold in the United States
absent registration or an exemption from registration as provided in the United
States Securities Act of 1933, as amended, and the rules and regulations
thereunder. There is no intention to register any portion of the offering in
the United States or to conduct a public offering of any securities in the
United States. 

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction. 

This communication does not constitute an offer of securities to the public in
the United Kingdom. No Prospectus has been or will be approved in the United
Kingdom in respect of the securities. Consequently, this communication is
directed only at (i) persons who are outside the United Kingdom, (ii) to
investment professionals falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "FP Order") and
(iii) high net worth entities falling within Article 49(2) of the FP Order, and
other persons to whom it may lawfully be communicated, (all such persons
together being referred to as "relevant persons"). Any investment activity to
which this communication relates will only be available to, and will only be
engaged with, relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents. 

Any offer of securities to the public that may be deemed to be made pursuant to
this communication in any EEA Member State that has implemented the Prospectus
Directive is only addressed to qualified investors in that Member State within
the meaning of the Prospectus Directive. 

This document is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any applicable
implementing measures in the relevant home Member State under such Directive,
the "Prospectus Directive"). A prospectus prepared pursuant to the Prospectus
Directive will be published in connection with any offering of securities, and
will be available at locations receiving subscriptions for shares. 

Nordea Bank Finland Plc. is acting exclusively for Tiimari Plc. and no one else
in connection with the share issue. It will not regard any other person
(whether or not a recipient of this document) as a client in relation to the
share issue and will not be responsible to anyone other than Tiimari Plc. for
providing the protections afforded to its clients, nor for giving advice in
relation to the share issue or any transaction or arrangement referred to
herein. No representation or warranty, express or implied, is made by Nordea
Bank Finland Plc. as to the accuracy, completeness or verification of the
information set forth in this release, and nothing contained in this release
is, or shall be relied upon as, a promise or representation in this respect,
whether as to the past or the future. Nordea Bank Finland Plc. assumes no
responsibility for its accuracy, completeness or verification and, accordingly,
disclaims, to the fullest extent permitted by applicable law, any and all
liability which it may otherwise be found to have in respect of this release. 


TERMS AND CONDITIONS OF THE RIGHTS ISSUE

(UNOFFICIAL TRANSLATION FROM THE FINNISH LANGUAGE. IN THE EVENT OF DISCREPANCY
BETWEEN THE LANGUAGE VERSIONS, THE FINNISH VERSION WILL PREVAIL) 

OFFER SHARES

On the basis of the authorization granted to it by the extraordinary general
meeting held 1 July 2011, the Board of Directors of the Company has resolved on
30 August 2011 on a share issue (“Rights Issue”), where up to 164,747,550 new
shares (“Offer Shares”) are offered for subscription. The amount of Offer
Shares is 10 times the Company's number of shares outstanding and registered in
the Trade Register as of 30 August 2011. 

SUBSCRIPTION RIGHT

The Offer Shares will be offered to the Company's shareholders in proportion to
their shareholding. Shareholders who are on the record date 2 September 2011
(“Record Date”) registered in the Company's shareholder register maintained by
Euroclear Finland, shall for each share in the Company held on the Record Date
receive one (1) subscription right (“Subscription Right”) in book-entry form.
The ISIN code of the Subscription Rights is FI4000029343 and trading code is
TII1VU0111. The Subscription Rights are freely transferable. Subscription
Rights are subject of public trading on the NASDAQ OMX Helsinki Ltd. (“Helsinki
Stock Exchange”) beginning 7 September 2011 to 14 September 2011. 

SUBSCRIPTION AND UNDERWRITING COMMITMENTS

Unioca Partners Oy (“Unioca”), Assetman Oy (controlled by board member Juha
Mikkonen), Baltiska Handels A.B., as well as Belgrano Investments Oy, together
representing approximately 41.73 percent of Tiimari's outstanding shares before
the Rights Issue, have (based on their current shareholdings) each given
separate subscription commitments to subscribe for in total 60,871,811 new
shares in the Rights Issue to an aggregate subscription price of approximately
EUR 5.48 million subject to the preconditions described below. Furthermore,
Unioca has given an underwriting commitment for the Rights Issue, pursuant to
which Unioca has, in addition to the shares subscribed to by the subscription
commitment, committed to either subscribe itself or obtain subscribers for
shares possibly left unsubscribed for in the Rights Issue for an amount of EUR
5,217,158. In addition, Belgrano Investments Oy has given an underwriting
commitment for the Rights Issue, according to which Belgrano Investments Oy
has, in addition to the shares to be subscribed for by it pursuant to the
subscription commitment, committed to either subscribe itself or obtain
subscribers for shares possibly left unsubscribed for in the Rights Issue for
an amount of no less than EUR 229,252. Furthermore, the Company's CEO, Niila
Rajala, has given an underwriting commitment to subscribe for possibly
unsubscribed shares in the Rights Issue for an amount of no less than EUR
75,125. Subsequently, the total amount of subscription and underwriting
commitments received by the Company in the Rights Issue totals EUR 11.0
million. No security has been given for the subscription and underwriting
commitments. 

The subscription and underwriting commitments were submitted on 9 June 2011
conditional upon the fulfillment of the following preconditions: 

(i) The Extraordinary General Meeting of Tiimari, to be held on July 1, 2011,
decides to grant the Board of Directors the authorization to execute the Rights
Issue and the directed issue of shares referred to in the financial
restructuring plan published by the Company on 10 June 2011 (“Directed Issue”); 

(ii) The Board of Directors of Tiimari decides by October 31, 2011 at the
latest to execute the Rights Issue and Directed Issue in accordance with the
above mentioned preconditions of the subscription and underwriting commitments; 

(iii) Prior to commencing the share issues the Board of Directors of Tiimari
prepares and publishes prospectuses, in accordance with the Finnish Securities
Markets Act, based on which Tiimari's new shares would become subject to public
trading in accordance with the terms of the Share Issues, and the Company has
complied to the disclosure requirements of the Finnish Securities Markets Act. 

SUBSCRIPTION RATIO

The holder of Subscription Rights is entitled to subscribe with each
Subscription Right for ten (10) Offer Shares. The minimum subscription amount
is ten (10) shares. 

SUBSCRIPTION PRICE

The Subscription Price is EUR 0.09 per Offer Share. The Subscription Price will
be fully recorded in the Company's invested unrestricted equity reserve. The
Subscription Price is based upon the share issue authorization decision of the
extraordinary general meeting on 1 July 2011 and it has been set taking into
account the immediate need, based on the weak liquidity position of the
Company, to raise at least EUR 11 million in proceeds in the Rights Issue,
which would secure the execution of the financial restructuring plan published
on 10 June 2011 and the continuity of the Company's business. 

THE RIGHT TO SUBSCRIBE UNSUBSCRIBED OFFER SHARES WITHOUT SUBSCRIPTION RIGHTS
(“SECONDARY SUBSCRIPTION”) 

The Company is offering, through a Secondary Subscription, those Offer Shares
that are possibly unsubscribed for based on subscription with Subscription
Rights to those shareholders that have subscribed for Offer Shares using
Subscription Rights and those investors that have given underwriting
commitments. In the Secondary Subscription, investors entitled to subscribe for
shares in the Secondary Subscription have the opportunity to give a
subscription order for Offer Shares without Subscription Rights. Offer Shares
will be allocated in the Secondary Subscription if there are unsubscribed
shares as a result of the primary subscription based on Subscription Rights.
The Subscription Price in the Secondary Subscription is the same EUR 0.09 per
Offer Share, as in the primary subscription. 

The Company's Board of Directors will decide on the allocation of shares
subscribed in the Secondary Subscription to investors. Please see the part
“Subscription of Offer Shares and allocation without Subscription Rights”
below. 

SUBSCRIPTION PERIOD

The subscription period begins 7 September 2011 at 9:30 and ends 21 September
2011 at 20:00. Account operators may require submission of subscription orders
already before the end of the subscription period. Subscription of Offer Shares
based on underwriting commitments will take place, and be paid for, after the
results of the Rights Issue are ready, on or about 27 September 2011. The Board
of Directors has the right to decide on prolonging the subscription period. 

SUBSCRIPTION PLACES

Subscription places are:

- Nordea Bank Finland Plc.'s branch offices and Nordea Private Banking units in
Finland on Mon-Fri between the hours of 10:00-16:30 

- Nordea Customer Service by telephone using Nordea's bank identifier codes
Mon-Fri between the hours of 8:00-20:00 tel. 0200 3000 (Finnish service) and
tel. 0200 5000 (Swedish service) (local network charge/mobile phone sharge
applies). Subscription orders placed through Nordea's Customer Service require
that the subscriber has a valid bank identifier code agreement with Nordea.
Corporations cannot place subscription orders by telephone. Telephone calls to
Customer Service will be recorded. Subscriptions cannot be made on Nordea's
internet bank service. 

Subscription orders are also accepted by account operators and custodians that
have made a contract with Nordea Bank Finland Plc. regarding the receipt of
subscriptions. 

USING SUBSCRIPTION RIGHTS

Shareholders have the right to participate in the Rights Issue by subscribing
for Offer Shares using the Subscription Rights in their book-entry account and
by paying the Subscription Price. To participate in the Rights Issue, each
shareholder shall give subscription orders in accordance with instructions
given by their respective custodian or account operator. In case a shareholder
is not provided with instructions regarding the subscription of shares from its
own account operator, the shareholder shall give its subscription order in one
of Nordea Bank Finland Plc.'s branch offices. Book-entry account customers of
Euroclear Finland Plc. shall place their subscription orders in one of Nordea
Bank Finland Plc.'s branch offices. 

Other participating investors in the Rights Issue, such as holders of
Subscription Rights purchased on the Helsinki Stock Exchange, shall place their
subscription orders in accordance with instructions given to them by their
custodians or account operators. 

Those shareholders and other participating investors in the Rights Issue, whose
shares or Subscription Rights are registered to a nominee (or other custodian),
shall place a subscription order in accordance with instructions given by the
nominee. 

Subscription orders shall be given separately for each book-entry account.

A placed subscription is binding and it cannot be changed or withdrawn except
as described in part ”Right of Withdrawal in Accordance with the Finnish
Securities Markets Act.” 

Subscription Rights that have not been exercised by the end of the Subscription
Period 21 September 2011 at 20:00 at the latest will expire worthless. 

SUBSCRIPTION OF OFFER SHARES AND ALLOCATION WITHOUT SUBSCRIPTION RIGHTS

Investors that have subscribed Offer Shares using Subscription Rights as well
as investors that have given underwriting commitments to the Rights Issue may
subscribe without Subscription Rights for Offer Shares in the Secondary
Subscription. Subscription for Offer Shares without Subscription Rights is done
by placing a subscription order and paying the Subscription Price to the
account operator and for nominee registered shares according to instructions
provided by the nominee. Should the investor not be provided with instructions,
the subscription order shall be made in one of Nordea's branch offices (please
see above part “Subscription Places”). Should the investor place multiple
subscription orders regarding one book-entry account, the subscription orders
will be combined into one subscription order per book-entry account.
Subscription orders for the Secondary Subscription shall be placed
simultaneously with the subscription of Offer Shares based on Subscription
Rights. Subscription orders in the Secondary Subscription based on underwriting
commitments shall be placed in accordance with the terms of the underwriting
commitment and in accordance with the instructions provided by the Lead
Manager. 

Subscription Places and account operators shall receive subscription orders and
payment at the latest on 21 September 2011 at 20:00 or at an earlier point in
time in accordance with instructions provided by the account operator. Payment
for Offer Shares subscribed for based on underwriting commitments shall be made
to the Company on 27 September 2011 at the latest. 

Should the Offer Shares in the Secondary Subscription be oversubscribed, the
Offer Shares will be allocated as follows: 

- First to those who have subscribed for Offer Shares based on Subscription
Rights. Should such subscribers oversubscribe to the Offer Shares in the
Secondary Subscription, the Offer Shares available for subscription in the
Secondary Subscription will be allocated to those subscribers in proportion to
the number of Subscription Rights used to subscribe for Offer Shares, and if
this is not possible, by drawing lots. 

- Second to providers of underwriting commitments and in accordance to
decisions made by the Board of Directors 

The Company will send a notification of acceptance or rejection to all that
have placed a subscription order in the Secondary Subscription. 

PAYMENT OF SUBSCRIPTIONS

Offer Shares shall be paid for at the time of subscription. The subscription
place or account operator shall receive the subscription orders with payment at
the latest on 21 September 2011 at 20:00 or at an earlier point in time in
accordance with instructions provided by the account operator. 

Payment for shares subscribed for based on underwriting commitments shall be
made to the Company on 27 September 2011 at the latest. Unioca Partners Oy has
the right to pay for its subscription of the Offer Shares, possibly available
to it in the Rights Issue as a result of its underwriting commitment, by
offsetting its bridge financing receivables from the Company in the amount of
no more than EUR 3.0 million. 

PUBLIC TRADING OF SUBSCRIPTION RIGHTS

The holders of Subscription Rights may sell their Subscription Rights at any
given time before public trading with the Subscription Rights ends. Public
trading of Subscription Rights on the Helsinki Stock Exchange begins on 7
September 2011 and ends on 14 September 2011. The price of the Subscription
Rights on the Helsinki Stock Exchange will be determined in public trading. 

Subscription Rights can be bought or sold by placing purchase or sell orders to
one's own account operator or any other securities broker. 

The ISIN code of the Subscription Rights is FI4000029343 and the trading code
TII1VU0111. 

RIGHT OF WITHDRAWAL IN ACCORDANCE WITH THE FINNISH SECURITIES MARKETS ACT

If the prospectus (“Prospectus”, available only in Finnish) regarding the
Rights Issue is supplemented due to an error or omission in accordance with the
Finnish Securities Markets Act, investors who have made a subscription prior to
the publication of the supplement to the Prospectus are entitled to withdraw
their subscription according to the Finnish Securities Markets Act within two
(2) business days from the publication of the supplement to the Prospectus, or,
if so decided by the Finnish Financial Supervisory Authority for special
reasons, within a longer period not exceeding four (4) business days from the
publication of the supplement to the Prospectus. The withdrawal right may only
be used if the investor has subscribed for the Offer Shares prior to the
publication of the supplement to the Prospectus and such supplement is
published between the commencement of the Subscription Period and the time when
the trading with the interim shares (“Interim Shares”) representing the Offer
Shares subscribed for pursuant to Subscription Rights commences on the Helsinki
Stock Exchange. A withdrawal of a subscription will result in the subscription
being withdrawn in its entirety. Investors will be notified of their right of
withdrawal as well as be given instructions on how to withdraw in the Company's
stock exchange release in connection with the publication of the supplement. If
a subscription is withdrawn, the institution to which subscription instructions
were submitted will refund the Subscription Price paid into a bank account
elected by the investor without interest. Subsequently, if the subscription has
been made pursuant to Subscription Rights, the Subscription Rights will be
re-entered into the shareholder's book-entry account within approximately three
(3) business days after the withdrawal notification has been submitted. If a
shareholder of the Company has sold or otherwise transferred its Subscription
Rights, such sale or transfer cannot be withdrawn. 

DECISIONS REGARDING THE ISSUE

The Company's Board of Directors will approve all subscriptions made pursuant
to Subscription Rights and in accordance with these terms and conditions of the
Rights Issue and applicable laws and regulations regarding the share
subscription. Subscriptions made without Subscription Rights will be approved
according to the principles set forth above in “Subscription of offer shares
and allocation without subscription rights.” If the Company does not allocate
the Offer Shares subscribed for without Subscription Rights in accordance with
the amount set out in the investor's subscription order, the Company will
refund the Subscription Price representing the Offer Shares that were not
received by the investor on or about 3 October 2011. The funds will be refunded
without interest. The Company will publish the final results of the Rights
Issue in a stock exchange release on or about 27 September 2011. 

REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING

After a subscription has been effected, Interim Shares representing Offer
Shares subscribed for pursuant to Subscription Rights will be entered into the
subscriber's book-entry account. 

The ISIN code of the Interim Shares representing the Offer Shares will be
FI4000029350 and the trading code will be TII1VN0111. 

Trading in the Interim Shares as a separate class of securities will commence
on the Helsinki Stock Exchange on 22 September 2011, the first trading day
after the expiration of the Subscription Period. 

Interim Shares will be combined with the Company's existing shares (ISIN code
FI0009003859, trading code TII1V) after the registration of the Offer Shares
with the Trade Register. The Offer Shares will be registered with the Trade
Register simultaneously with the shares issued in the Directed Issue. The
combination is estimated to take place on or about 29 September 2011. Offer
Shares allocated to investors in the Secondary Subscription will be registered
to the investor's book-entry account on or about 30 September 2011. All Offer
Shares registered to the Trade Register will be subject to trading together
with the Company's existing shares beginning on or about 30 September 2011. 

The Company does not intend to implement price stabilization measures.

SHAREHOLDER RIGHTS

The Offer Shares will carry the right to receive dividends and the right to
receive other distribution of funds as well as other shareholder rights in the
Company once the Offer Shares have been registered with the Trade Register on
or about 29 September 2011. The Offer Shares will rank pari passu with all
outstanding shares in the Company. Each Offer Share entitles a shareholder to
one vote at the General Meeting of Shareholders of the Company. 

TRANSFER TAX AND OTHER EXPENSES

No transfer tax is payable on the share subscription. Each account operator
will charge the investor in accordance with their price list for maintenance of
the investor's book-entry account and deposit of the shares on the book-entry
account. 

OTHER MATTERS

Other issues and practical matters relating to the Rights Issue, such as the
extension of the Subscription Period if needed, will be resolved by the
Company's Board of Directors. 

AVAILABLE DOCUMENTS

The documents referred to in Chapter 5, Section 21 of the Finnish Companies
Act, are available in Finnish during the Subscription Period at the Company's
head office, address: Tasetie 8, 01510 Vantaa. 

APPLICABLE LAW

The Rights Issue will be governed by the laws of Finland and any disputes
arising in connection with the Rights Issue will be settled by a court of
competent jurisdiction in Finland. 

NOTE CONCERNING THE LANGUAGE VERSIONS

The English language version is an unofficial translation from the Finnish
language. The Finnish language version of the terms and conditions is decisive. 


TERMS AND CONDITIONS OF THE DIRECTED ISSUE

(UNOFFICIAL TRANSLATION FROM THE FINNISH LANGUAGE. IN THE EVENT OF DISCREPANCY
BETWEEN THE LANGUAGE VERSIONS, THE FINNISH VERSION WILL PREVAIL.) 

OFFER SHARES

Based on the authorization granted to it by the extraordinary general meeting
held on 1 July 2011, the Board of Directors of the Company has decided on 30
August 2011 on a directed share issue (“Directed Issue”), where up to
264,222,221 new shares (“Offer shares”) are offered for subscription by the
Company. The amount of Offer Shares is approximately 16 times larger compared
to the Company's number of shares outstanding, registered in the Trade Register
as of 30 August 2011. 

SUBSCRIPTION RIGHT

The Offer Shares will be offered for subscription to the Company's convertible
capital loans issued on 19 October 2009 and 30 December 2010 in the principal
amount of EUR 7.98 million, to Varma Mutual Pension Insurance Company for the
debenture loan maturing on 9 October 2014 in the principal amount of EUR 11.0
million as well as to Aktia Pankki Oyj for interest bearing debt in the
principal amount of EUR 4.8 million in proportion to the holders' loan
principal. The subscription rights are not transferable separately from the
loan receivable entitling to the subscription rights, nor will the subscription
rights be subject to public trading. The reasons for deviating from
shareholders' pre-emptive right to subscription are ensuring fulfillment of the
preconditions of the financial restructuring as announced on 10 June 2011,
fulfilling the preconditions related to the subscription and underwriting
commitments and guarantees in the Rights Issue, significantly lowering the
Company's financing costs, strengthening the Company's balance sheet and
lowering gearing, as well as improving the liquidity of the Company and
ensuring the ability to repay its outstanding loans, whereby the Board of
Directors of the Company considers there is a weighty financial reason for the
Directed Issue. 

SUBSCRIPTION COMMITMENTS

Of the holders of the Company's convertible capital loans, Unioca, Assetman Oy,
Baltiska Handels A.B., Pecun Inc. (controlled by Chairman of the Board Hannu
Ryöppönen), and board member Sven-Olof Kulldorff, have committed to subscribe
in aggregate 66,555,552 new shares in the Directed Issue and to pay the
aggregate subscription price of approximately EUR 5.99 million by offsetting
their loan receivables of the associated convertible capital loans. 

The Company's creditors, Varma Mutual Pension Insurance Company (“Varma”) and
Aktia Pankki Oyj (“Aktia”) have committed, with preconditions described below,
to subscribe in aggregate 175,555,555 new shares in the Directed Issue and to
pay for the aggregate subscription price of approximately EUR 15.8 million by
offsetting their loan receivable of the associated loans. 

The subscription and underwriting commitments have been given on 9 June 2011
with the following preconditions: 

(i) The extraordinary general meeting of Tiimari, to be held on July 1, 2011,
decides to grant the Board of Directors the authorization to execute the Rights
Issue and the Directed Issue; 

(ii) The Board of Directors of Tiimari decides by October 31, 2011 at the
latest to execute the rights issue of shares referred to in financial
restructuring plan published by the Company on 10 June 2011 (“Rights Issue”)
and Directed Issue in accordance with the preconditions of the subscription and
underwriting commitments; 

(iii) Prior to commencing the share issues the Board of Directors of Tiimari
drafts and publishes listing prospectuses, in accordance with the Finnish
Securities Markets Act, based on which Tiimari's new shares would become
subject to public trading in accordance with the terms of the Share Issues and
the Company has complied to the disclosure requirements of the Finnish
Securities Markets Act. 

Prior to their subscription, Varma and Aktia have the right to confirm that the
other parties giving subscription commitments and guarantees have fulfilled the
preconditions set in the subscription commitments and guarantees given to the
Company and in the forward agreements made with Varma and Aktia regarding the
purchase of the subscribed shares. 

SUBSCRIPTION PRICE

The subscription price is EUR 0.09 per Offer Share. The subscription price will
be fully recorded in the Company's invested unrestricted equity reserve. The
subscription price is based on the share issue authorization granted by the
extraordinary general meeting on 1 July 2011 and it has been set taking into
account the immediate need, based on the weak liquidity position of the
Company, to fulfill the preconditions for the financial restructuring published
on 10 June 2011 and the need to raise at least EUR 11 million in proceeds in
the Rights Issue, which would secure the execution of the financial
restructuring and the continuity of the Company's business. Taking into account
the interest savings from the early conversion of the convertible capital
notes, the uncertainty and expected costs related to raising sufficient amount
of equity to secure the ability to pay the interest and principal of the
convertible capital notes, debenture loan and interest bearing debt from
financial institutions, and the savings in other financing costs due to the
improvement in equity ratio facilitated by the conversion of the above
mentioned debt into equity, the Board of Directors considers the subscription
price in the Directed Issue to be fair both to the Company and its
shareholders. 

SUBSCRIPTION PERIOD

The Subscription period commences on 7 September 2011 at 9.30 and ends on 21
September 2011 at 16.30 for subscriptions made based on the convertible capital
loans and on 27 September 2011 for other subscriptions. 

SUBSCRIPTION AND PAYMENT

Subscription is made by returning the subscription list to the lead manager of
the Directed Issue by the end of the subscription period. In order to subscribe
the Offer Shares the subscriber has to follow the instructions given by the
lead manager. 

A placed subscription is binding and it cannot be changed or withdrawn except
as described in part ”Right of Withdrawal in Accordance with the Finnish
Securities Markets Act.” 

Subscribed Offer Shares shall be paid at the time of subscription. The
subscription price must be paid by offsetting the loan receivable from the
Company entitling to the subscription right. If the loan receivable is a bearer
bond, the security in question has to be handed over to the lead manager at the
time of the subscription. The offsetting is deemed to have taken place when the
Board of Directors of the Company has accepted the subscription. 

The denomination of the capital note entitling to subscription has to be fully
used in the subscription. Partial subscriptions are not allowed. In case that
the remainder of the denomination of the capital note and the subscription
price of the Offer Shares is a fraction, the number of shares payable with the
denomination of the capital note is rounded down. If the capital note holder
subscribes Offer Shares with several capital notes, the rounding is done on the
sum of the denominations for each series of capital notes. There will be no
cash payment for the remainder. 

DECISIONS REGARDING THE DIRECTED ISSUE

The Board of Directors of the Company will approve all subscriptions made in
accordance with the terms and conditions of the Directed Issue and applicable
laws and regulations regarding the share subscription. 

The Company will publish the final results of the Directed Issue in a stock
exchange release on or about 27 September 2011. 

RIGHT OF WITHDRAWAL IN ACCORDANCE WITH THE FINNISH SECURITIES MARKETS ACT

If the prospectus (“Prospectus”, available only in Finnish) regarding the
Directed Issue is supplemented due to an error or omission in accordance with
the Finnish Securities Markets Act, investors who have made a subscription
prior to the publication of the supplement to the Prospectus are entitled to
withdraw their subscription according to the Finnish Securities Markets Act
within two (2) business days from the publication of the supplement to the
Prospectus, or, if so decided by the Finnish Financial Supervisory Authority
for special reasons, within a longer period not exceeding four (4) business
days from the publication of the supplement to the Prospectus. The withdrawal
right may only be used if the investor has subscribed for the Offer Shares
prior to the publication of the supplement to the Prospectus and such
supplement is published between the commencement of the Subscription Period and
the time when the trading with the interim shares (“Interim Shares”)
representing the Offer Shares commences on the NASDAQ OMX Helsinki (“Helsinki
Stock Exchange”). A withdrawal of a subscription will result in the
subscription being withdrawn in its entirety. Investors will be notified of
their right of withdrawal as well as be given instructions on how to withdraw
in the Company's stock exchange release in connection with the publication of
the supplement. If a subscription is withdrawn, the offsetting of the loan
receivable used to pay for the subscription will also be cancelled. 

REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING

After a subscription has been effected, the Interim Shares representing the
Offer Shares will be entered into the subscriber's book-entry account. The
Company will apply for the listing of the Interim Shares and Offer Shares on
the Helsinki Stock Exchange. 

Subject to the approval by the Helsinki Stock Exchange, the trading in the
Interim Shares will commence on the Helsinki Stock Exchange on or about 22
September 2011. The ISIN code of the Interim shares is FI4000029368 and the
trading code is TII1VN0211. The Interim Shares will be combined with the
existing shares (ISIN code FI0009003859, trading code TII1V) after the
registration of the Offer Shares with the Trade Register. 

The Offer Shares will be registered with the Trade Register simultaneously with
the shares issued in the Rights Issue. The combining will take place on or
about 29 September 2011. The Offer Shares will be subject to trading together
with the existing shares on or about 30 September 2011. 

The Company does not intend to implement price stabilization measures.

SHAREHOLDER RIGHTS

The Offer Shares will carry the right to receive dividends and the right to
receive other distribution of funds as well as other shareholder rights in the
Company once the Offer Shares have been registered with the Trade Register on
or about 29 September 2011. The Offer Shares will rank pari passu with all
outstanding shares in the Company. Each Offer Share entitles a shareholder to
one vote at the General Meeting of Shareholders of the Company. 

TRANSFER TAX AND OTHER EXPENSES

No transfer tax is payable on the share subscription. Each account operator
will charge the investor in accordance with their price list for maintenance of
the investor's book-entry account and deposit of the shares in the book-entry
account. 

OTHER MATTERS

Other issues and practical matters relating to the Directed Issue, such as the
extension of the Subscription Period if needed, will be resolved by the
Company's Board of Directors. 

AVAILABLE DOCUMENTS

The documents referred to in Chapter 5, Section 21 of the Finnish Companies
Act, are available in Finnish during the Subscription Period at the Company's
head office, address: Tasetie 8, 01510 Vantaa. 

APPLICABLE LAW

The Directed Issue will be governed by the laws of Finland and any disputes
arising in connection with the Directed Issue will be settled by a court of
competent jurisdiction in Finland 

NOTE CONCERNING THE LANGUAGE VERSIONS

The English language version is an unofficial translation from the Finnish
language. The Finnish language version of the terms and conditions is decisive.