2011-08-12 14:15:00 CEST

2011-08-12 14:15:19 CEST


REGULATED INFORMATION

English
Aldata Solution Oyj - Tender offer

MANDATORY PUBLIC TENDER OFFER BY SYMPHONY TECHNOLOGY II-A, L.P., WILL COMMENCE ON 15 AUGUST 2011


Aldata Solution Oyj
STOCK EXCHANGE RELEASE
12 August 2011 at 3.15 p.m. (EET)


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.


MANDATORY PUBLIC TENDER OFFER BY SYMPHONY TECHNOLOGY II-A, L.P., WILL COMMENCE
ON 15 AUGUST 2011

As announced by Aldata Solution Oyj (Aldata) on 28 June 2011, the ownership of
Symphony Technology II-A, L.P. (Symphony), a limited partnership managed by
Symphony Technology Group, LLC, and its group companies has exceeded 30 per cent
of the shares and voting rights in Aldata. Symphony is therefore making a
mandatory public tender offer to purchase all issued and outstanding shares and
option rights in Aldata that are not owned by Aldata or its subsidiaries or
already owned by Symphony (Tender Offer).

The offer period of the Tender Offer commences on 15 August 2011 at 9.30 a.m.
(EET) and expires on 9 September 2011 at 4.00 p.m. (EET), unless extended or
discontinued in accordance with its terms and conditions. The completion of the
Tender Offer is subject to the receipt of necessary regulatory approvals. The
Tender Offer is not conditional on reaching a certain ownership limit.

Symphony has announced that the Financial Supervisory Authority has today
approved the tender offer document relating to the Tender Offer.

Information about availability of the tender offer document and the complete
terms and conditions of the Tender Offer are included in Symphony's announcement
of 12 August 2011 which is enclosed to this stock exchange release as Appendix
1.

The non-conflicted members of the Board of Directors of Aldata will give a
statement regarding the Tender Offer in accordance with the Finnish Securities
Markets Act within the time limit set out therein.


Helsinki, August 12, 2011

Aldata Solution Oyj
Board of Directors


Further information:
Pertti Ervi, Vice Chairman of the Board, +358 50 538 1410


About Aldata
Aldata is a global leader in retail and distribution optimization. Our software
and service solutions help retailers, distributors and manufacturers
dramatically improve their business performance. We optimize categories, space,
supply, logistics, and consumer engagement to increase our customers' revenue
and margins, reduce time, cost and waste, and enhance on-shelf availability,
service, and retention.
Founded in 1988, Aldata has an unparalleled track record of delivering
successful projects for the world's largest retail and consumer brands, national
wholesale and distribution organizations, and regional store chains. Aldata
Solution is a public company quoted on NASDAQ OMX Helsinki Ltd with the
identifier ALD1V.
Discover more about Aldata's customers, our solutions, and the multi-skilled
global team that supports them atwww.aldata.com

Distribution:
NASDAQ OMX Helsinki Ltd
Media


Appendix 1: ANNOUNCEMENT BY SYMPHONY TECHNOLOGY GROUP

SYMPHONY TECHNOLOGY II-A, L.P.     RELEASE    12 AUGUST 2011 AT 1:00 PM

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

SYMPHONY TECHNOLOGY II-A, L.P. WILL COMMENCE THE MANDATORY PUBLIC TENDER OFFER
FOR ALL THE SHARES AND OPTION RIGHTS IN ALDATA SOLUTION OYJ ON 15 AUGUST 2011

As announced on 26 July 2011, Symphony Technology II-A, L.P. ("Symphony"), a
limited partnership managed by Symphony Technology Group, LLC, makes a mandatory
public tender offer for all of the issued and outstanding shares and option
rights in Aldata Solution Oyj ("Aldata") that are not owned by Aldata or its
subsidiaries or already owned by Symphony (the "Tender Offer").

The price offered for each share validly tendered in the Tender Offer is EUR
0.61 in cash (the "Share Offer Price"). The Share Offer Price represents a
premium of approximately 32.6 per cent compared to the closing price of the
Shares on NASDAQ OMX Helsinki Ltd. ("NASDAQ OMX Helsinki") on 23 June 2011, the
last trading day preceding the triggering of the mandatory offer obligation, a
premium of approximately 25.0 per cent compared to the volume-weighted average
trading price of the Shares on NASDAQ OMX Helsinki during the three (3) month
period preceding the triggering of the mandatory offer obligation and a premium
of approximately 18.2 per cent compared to the volume-weighted average trading
price during the six (6) month period preceding the triggering of the mandatory
offer obligation. The price offered for the option rights shall be paid in cash
and is as follows: EUR 0.01 for option rights 2008A, EUR 0.19 for option rights
2008B-F and EUR 0.01 for option rights 2008G.

Symphony currently owns approximately 41.4 per cent of all the shares and voting
rights in Aldata.

The acceptance period under the Tender Offer commences on 15 August 2011 at
9:30 am Finnish time and expires on 9 September 2011 at 4:00 pm Finnish time.
Symphony reserves the right to extend the acceptance period in accordance with
the terms and conditions of the Tender Offer.

The Finnish Financial Supervisory Authority has today approved the offer
document relating to the Tender Offer (the "Offer Document"). The Offer Document
will be available from 15 August 2011 onwards on the internet at
www.unitedbankers.fi., at the office of UB Securities Ltd. ("UB Securities") at
Aleksanterinkatu 21 A, FI-00100 Helsinki, Finland (3rd floor), and at the office
of NASDAQ OMX Helsinki Ltd. at Fabianinkatu 14, FI-00130 Helsinki.

Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the related acceptance form, to their
customers who are registered as shareholders in the shareholders' register of
Aldata and, as regards option rights that have been registered in the book-entry
system, to their customers who are holders of such option rights and registered
in the optionholders' register of Aldata. As regards option rights that have not
been registered in the book-entry system, UB Securities will send a notification
of the Tender Offer, including instructions and the relevant acceptance form, to
holders of such option rights who are registered in the optionholders' register
of Aldata. The acceptance must be given in accordance with the instructions and
within the time limits provided by the relevant book-entry account operator or
UB Securities.

Shareholders and/or holders of option rights who do not receive such
notification from their book-entry account operator, asset manager, or UB
Securities can contact UB Securities (tel. +358 9 2538 0229) where such
shareholders and holders of option rights will receive all necessary information
and can give their acceptance. A shareholder and/or a holder of option rights of
Aldata whose shareholdings and/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 obligation of Symphony to accept the shares and option rights validly
tendered and to complete the Tender Offer will be subject to the receipt of all
necessary regulatory approvals, permits and consents, including competition
clearances, on terms acceptable to Symphony. Symphony reserves the right to
complete the Tender Offer even if said condition to completion would not be
fulfilled.

Symphony may, as permitted under Finnish law, acquire Aldata shares also outside
the Tender Offer at a price not exceeding the Share Offer Price of EUR 0.61 per
share, as well as option rights at a price not exceeding the option right offer
price of EUR 0.01 for each option right 2008A, EUR 0.19 for each option right
2008B-F and EUR 0.01 for each option right 2008G.

Symphony will announce the preliminary result of the Tender Offer on or about
the first Finnish banking day following the expiry of the acceptance period or,
if applicable, the extended acceptance period, and will announce the final
result of the Tender Offer on or about the third Finnish banking day following
the expiry of such acceptance period. The announcement of the final result will
confirm the percentage of the shares and option rights that have been validly
tendered and 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).

Roschier, Attorneys Ltd. acts as Symphony's legal advisor in connection with the
Tender Offer. UB Securities acts as the arranger of the Tender Offer.

Symphony Technology II-A, L.P.

For further information, please contact:

William Chisholm, Symphony Technology Group, tel. +1 650 935 9531

For more information about Symphony Technology Group, please visit:
www.symphonytg.com

THIS RELEASE MUST NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG
OR NEW ZEALAND. 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.

Annex 1: TERMS AND CONDITIONS OF THE TENDER OFFER

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE PROHIBITED BY APPLICABLE LAW AND THESE TERMS AND CONDITIONS OR THE TENDER
OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED,
FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY
APPLICABLE 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, HONG KONG OR NEW ZEALAND. THE TENDER OFFER
CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN THE
UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR NEW ZEALAND.

 1. TERMS AND CONDITIONS OF THE TENDER OFFER

The following sets forth the terms and conditions of the Tender Offer.
Capitalized terms appearing in these terms and conditions of the Tender Offer
which are not defined herein have the meanings ascribed to such terms in the
Tender Offer Document.

1.1 Object of the Tender Offer

Pursuant to the terms and conditions set forth below, the Offeror offers to
acquire all of the issued and outstanding Shares in the Company and all of the
issued and outstanding Option Rights in the Company that are not owned by the
Company or its subsidiaries or already owned by the Offeror.

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 Aldata may, as an exception to the above, permit the
transfer of an Option Right before such date, provided that the reason is
justifiable from the Company's perspective. Further, in case of a mandatory
tender offer, Option Right holders shall be entitled to use their right of
subscription by virtue of the Option Right within a period of time determined by
the Board of Directors, and the Board of Directors may also grant to Option
Right holder a right to offer his/her Option Rights for redemption irrespective
of the beginning of the share subscription period. The share subscription period
has not, at the date of this Tender Offer Document, begun for Option Rights
2008D, 2008E and 2008F, and such Option Rights can thus not be tendered into the
Tender Offer unless and until the Board of Directors of Aldata grants a
permission to tender the Option Rights into the Tender Offer.

In the event that, prior to the expiry of the Offer Period, a holder of Option
Rights subscribes for shares in the Company in accordance with the terms and
conditions of such Option Rights, such Option Right holder may, during the Offer
Period, tender the shares so subscribed for by virtue of such Option Rights into
the Tender Offer after the shares subscribed for have been registered in the
subscriber's book-entry account.

1.2 Offer Price

The Share Offer Price for each Share validly tendered in accordance with the
terms and conditions of the Tender Offer is EUR 0.61 in cash.

The Option Right Offer Price for each Option Right validly tendered in
accordance with the terms and conditions of the Tender Offer shall be paid in
cash and is as follows: EUR 0.01 for option rights 2008A; EUR 0.19 for option
rights 2008B; EUR 0.19 for option rights 2008C; EUR 0.19 for option rights
2008D; EUR 0.19 for option rights 2008E; EUR 0.19 for option rights 2008F; and
EUR 0.01 for option rights 2008G.

1.3 Offer Period

The Offer Period commences on 15 August 2011 at 9:30 am (Finnish time) and
expires on 9 September 2011 at 4:00 pm (Finnish time), unless the Offer Period
is extended as set forth below.

The Offeror may extend the Offer Period at any time. The Offeror will give
notice of the possible extension of the Offer Period by a press release at the
latest on 9 September 2011. 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. If,
however, the condition to completion of the Tender Offer has not been fulfilled
due to pending merger control proceedings (as provided in standard 5.2c issued
by the FSA), the Offeror may extend the duration of the Offer Period beyond ten
(10) weeks until such obstacle has been removed and the Offeror has had
reasonable time to consider the situation in question. In this case, the Offeror
shall announce a new expiration date no less than (2) weeks prior to the date of
expiration of any extended Offer Period.

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 one (1) week 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.

1.4 Condition 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 fulfilment or,
to the extent permitted by applicable law, waiver by the Offeror of the
following condition ("Condition to Completion") on or prior to the date of
Offeror's announcement of the final result of the Tender Offer:

  * the receipt of all necessary regulatory approvals, permits and consents,
    including competition clearances, on terms acceptable to the Offeror.


An exemption is required from the FSA in case the Tender Offer is not completed
due to the fact that the Condition to Completion is not fulfilled.

The Offeror reserves the right to waive, to the extent permitted by applicable
law, the Condition to Completion which has not been fulfilled.

1.5 Obligation to increase the Tender Offer or to pay compensation

The Offeror reserves the right to acquire Shares outside of the Tender Offer in
public trading on NASDAQ OMX Helsinki or otherwise at a price not exceeding the
Share Offer Price of EUR 0.61.

If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2
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 Right Offer Price or otherwise at terms that are more favourable than
those of the Tender Offer, the Offeror must according to Chapter 6, Section 13
of the Finnish Securities Market Act amend the terms and conditions of the
Tender Offer to correspond to those of such acquisition (obligation to increase
the offer). The Offeror shall then, without delay, make public the triggering of
such obligation to increase the offer and pay, in connection with the payment of
the Share Offer Price and the Option Right Offer Price, the difference between
the consideration paid in such acquisition made at more favourable terms and the
consideration offered in the Tender Offer.

If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2
of the Finnish Securities Market Act acquires, during the nine (9) months
following the expiry of the Offer Period, Shares or Option Rights in Aldata at a
higher price than the Share Offer Price or the Option Right Offer Price or
otherwise on terms that are more favourable than those of the Tender Offer, the
Offeror must according to Chapter 6, Section 13 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
favourable 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
consideration paid in such acquisition at more favourable terms and the
consideration offered in the Tender Offer within one month after the triggering
of such obligation to the holders of securities who have accepted the Tender
Offer.

According to Chapter 6, Section 13, 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
Right 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 6,
Section 10, Subsection 2 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.

1.6 Withdrawal Rights

The acceptance of the Tender Offer is binding and cannot be withdrawn unless
otherwise stipulated in applicable legislation (Chapter 6, Section 8 of the
Finnish Securities Market Act).

1.7 Acceptance Procedure of the Tender Offer

Shares

Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and the related acceptance form to their
customers who are registered as shareholders in the shareholders' register of
the Company. Shareholders who do not receive such notification from their book-
entry account operator or asset manager can contact UB Securities (tel.
+358 9 2538 0229) where such shareholders shall receive all 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 effect 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.

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 Finland Ltd. ("Euroclear")), such shareholder shall contact UB
Securities (tel. +358 9 2538 0229) 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. 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 UB Securities.

By accepting the Tender Offer, the shareholders of the Company authorize UB
Securities or the account operator managing the shareholder's book-entry account
to sell the Shares to the Offeror in accordance with the terms and conditions of
the Tender Offer.

A shareholder may accept the Tender Offer only unconditionally and in relation
to all of its Shares registered on the relevant book-entry account in accordance
with the terms and conditions of the Tender Offer. The Offeror may reject any
partial tender of the Shares.

A shareholder that has validly accepted the Tender Offer may not sell or
otherwise dispose of its tendered Shares unless otherwise provided by mandatory
law. 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, 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.

Shares that have not been transferred into the book-entry system

In order to tender Shares that have not been transferred to the book-entry
system, the relevant holder shall, prior to tendering such Shares, transfer them
to the book-entry system through the shareholder's own account operator or asset
manager. The holder of such Shares must in this context convey the share
certificates evidencing such Shares and present evidence of title to such
Shares.

Option Rights that are in the book-entry system

2008B, 2008C and 2008D Option Rights ("Registered Option Rights") have been
registered in the book-entry system. Most of the Finnish book-entry account
operators will send a notification of the Tender Offer, including instructions
and the related acceptance form to their customers entered in the Company's
optionholders' register who are holders of Registered Option Rights. Holders of
Registered Option Rights who do not receive such notification from their book-
entry account operator or asset manager can contact UB Securities (tel.
+358 9 2538 0229) where such holders of Registered Option Rights shall receive
all necessary information and can give their acceptance.

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

Pledged Registered 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 Registered Option Rights.
A holder of Registered Option Rights who is registered in the optionholders'
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 Registered Option Right 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 Registered Option Rights shall contact UB Securities
(tel. +358 9 2538 0229) to give his/her acceptance to tender the Registered
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. The method of delivery of acceptance forms is at
the Registered Option Right holder's option and risk, and the delivery will be
deemed made only when actually received by such account operator or UB
Securities.

By accepting the Tender Offer, the holders of Registered Option Rights of the
Company authorize UB Securities or the account operator managing the Registered
Option Right holder's book-entry account to sell the Registered Option Rights to
the Offeror in accordance with the terms and conditions of the Tender Offer.

A holder of Registered Option Rights may accept the Tender Offer only
unconditionally and in relation to all of its assignable Registered Option
Rights registered on the relevant book-entry account in accordance with the
terms and conditions of the Tender Offer. The Offeror may reject any partial
tender of the assignable Registered Option Rights.

A holder of Registered Option Rights that has validly accepted the Tender Offer
may not sell or otherwise dispose of its tendered Registered Option Rights
unless otherwise provided by mandatory law. A transfer restriction in respect of
the Registered Option Rights will be registered in the relevant book-entry
account after a holder of Registered Option Rights has submitted the acceptance
for the Tender Offer. If the Tender Offer is not completed, the transfer
restriction registered on the tendered Registered 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.

Option rights that are not in the book-entry system

2008A, 2008E, 2008F and 2008G Option Rights ("Non-Registered Option Rights")
have not been registered in the book-entry system. UB Securities will send a
notification of the Tender Offer, including instructions and the relevant
acceptance form, to all holders of Non-Registered Option Rights entered in the
optionholders' register of the Company. Holders of Non-Registered Option Rights
who do not receive such notification from UB Securities can contact UB
Securities (tel. +358 9 2538 0229).

A holder of Non-Registered Option Rights registered in the optionholders'
register of the Company and wishing to accept the Tender Offer shall submit the
properly completed and duly executed acceptance form to UB Securities in
accordance with its instructions and within the time limit set by UB Securities.
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 UB Securities.
The method of delivery of acceptance forms is at the option and risk of a holder
of Non-Registered Option Rights, and the delivery will be deemed made only when
actually received by UB Securities.

By accepting the Tender Offer, the holders of Non-Registered Option Rights of
the Company authorize UB Securities to sell the Non-Registered Option Rights to
the Offeror in accordance with the terms and conditions of the Tender Offer.

A holder of Non-Registered Option Rights may accept the Tender Offer only
unconditionally and in relation to all of its assignable Option Rights in
accordance with the terms and conditions of the Tender Offer. The Offeror may
reject any partial tender of the assignable Non-Registered Option Rights.

A holder of Non-Registered Option Rights that has validly accepted the Tender
Offer may not sell or otherwise dispose of its tendered Non-Registered Option
Rights unless otherwise provided by mandatory law.

1.8 Announcement of the Result of the Tender Offer

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 Offer Period, and the final result of the Tender
Offer on or about the third (3rd) Finnish banking day following the expiry of
the Offer Period or, if applicable, the extended 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 (ii) whether the Tender Offer will
be completed.

1.9 Terms of Payment and Settlement of Shares

The sale and purchase of the Shares validly tendered in accordance with the
terms and conditions of the Tender Offer will be executed on the Closing Date,
which shall be no later than four (4) Finnish banking days following the expiry
of the Offer Period, or if the Offer Period has been extended, the expiry of the
extended Offer Period. The sale and purchase of the Shares will take place on
NASDAQ OMX Helsinki or as OTC trades outside of NASDAQ OMX Helsinki.

Settlement will be effected on or about the third (3rd) Finnish banking day
following the Closing Date (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.

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.

1.10 Terms of Payment and Settlement of Option Rights

The sale and purchase of the Option Rights validly tendered in accordance with
the terms and conditions of the Tender Offer will be executed no later than
seven (7) Finnish banking days following the expiry of the Offer Period, or if
the Offer Period has been extended, the expiry of the extended Offer Period. 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 seven (7) Finnish banking days following the
expiry of the Offer Period, or if the Offer Period has been extended, the expiry
of the extended Offer Period ("Option Right Settlement Date"). The payment of
the Option Right Offer Price will be deposited on the Option Right Settlement
Date 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 UB Securities, the Option Right 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 Option Right Settlement Date, at the latest.

The Offeror reserves the right to postpone the payment of the Option Right 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.

1.11 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. Title to the Option Rights validly
tendered in the Tender Offer will pass to the Offeror on the Option Right
Settlement Date against the payment of the Option Right Offer Price by the
Offeror to the tendering holder of Option Rights.

1.12 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.

Possible fees charged by book-entry account operators, in accordance with their
agreement with the shareholder, relating to the possible transfers to the book-
entry system of any Shares that have not been transferred to the book-entry
system, as well as fees charged by book-entry account operators, asset managers,
nominees or any other person for registering the release of pledges or other
possible restrictions preventing a sale of the relevant Shares or Option Rights,
will be borne by each shareholder or 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 or the Option Right Offer Price.

1.13 Other Issues

The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 6, Section 7 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 in accordance with Chapter 6, Section 8 of
the Finnish Securities Market Act if, during the Offer Period, a competing
tender offer for the Shares is made public by a third party.

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 or the Option Rights will not
be accepted for purchase from or on behalf of any persons, in any jurisdiction
in which the making or acceptance thereof would not be in compliance with the
securities or other laws or regulations of such jurisdiction or would require
any registration, approval or filing with any regulatory authority not expressly
contemplated by the terms of this Tender Offer Document. In particular, the
Tender Offer is not being made, directly or indirectly, in or into, or by use of
the postal service of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone or the Internet) of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, Australia, the Hong Kong special administrative region of the
People's Republic of China, Canada, Japan, New Zealand, South Africa or the
United States. The Tender Offer cannot be accepted by any such use, means or
instrumentality or from within Australia, the Hong Kong special administrative
region of the People's Republic of China, Canada, Japan, New Zealand, South
Africa or the United States.

Shares owned by persons to which the Tender Offer is not made may nevertheless
be redeemed in accordance with the redemption procedure regarding minority
shares under Chapter 18, Section 1 of the Finnish Companies Act, provided that
the Tender Offer is completed and that the Offeror acquires more than nine-
tenths (9/10) of the shares in Company and the votes attached thereto.

Note to U.S. holders: This Tender Offer is being made for the securities of a
foreign issuer and while the Tender Offer is subject to the disclosure
requirements of Finland, U.S. holders should be aware that these requirements
are different from those in the United States. Financial statements attached
hereto have been prepared in accordance with IFRS standards and thus may not be
comparable to financial statements of U.S. companies. U.S. holders should be
aware that the Offeror or its affiliates, directly or indirectly, may offer for
or make purchases of the Company's securities subject to the Tender Offer during
the Offer Period as permitted by applicable Finnish laws.


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