2007-08-30 15:45:27 CEST

2007-08-30 15:45:27 CEST


English
Perlos - Tender offer

LITE-ON TECHNOLOGY S PUBLIC TENDER OFFER FOR PERLOS BEGINS ON 3 SEPTEMBER 2007


LITE-ON TECHNOLOGY CORPORATION STOCK EXCHANGE RELEASE 30 AUGUST 2007
AT 4.45 P.M.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG OR
SOUTH AFRICA.


LITE-ON TECHNOLOGY'S PUBLIC TENDER OFFER FOR PERLOS BEGINS ON 3
SEPTEMBER 2007

Lite-On Technology Corporation ("Lite-On") announced on 13 August
2007 a public cash tender offer for all issued and outstanding shares
and options of Perlos Corporation ("Perlos" or the "Company"), (the"Tender Offer"). The Tender Offer will be made by Lite-On (Finland)
Oy (the "Offeror"), which is a subsidiary of Lite-On.

Lite-On has previously published information concerning the Tender
Offer in a stock exchange release dated 13 August 2007.

The offer consideration for each share is EUR 5.20 in cash provided
that the Tender Offer has been validly completed according to the
terms and conditions of the Tender Offer document (the "Share Offer
Price"). The Share Offer Price represents a premium of 40.5% to the
closing price of EUR 3.70 on 10 August 2007, the last trading day
prior to the announcement of the Tender Offer on 13 August 2007 (the"Announcement"), and a premium of 23.4% to the volume-weighted
average trading price of the shares (EUR 4.21) during the three month
period prior to the Announcement.

The cash price offered for each validly tendered stock option is as
follows:

- EUR 1.07 for each option belonging to the 2002A option program
- EUR 0.80 for each option belonging to the 2002B option program
- EUR 0.04 for each option belonging to the 2002C option program
- EUR 1.03 for each option belonging to the 2005A option program
- EUR 1.09 for each option belonging to the 2005B option program
- EUR 1.67 for each option belonging to the 2005C option program

The Tender Offer will begin at 9.30 (Finnish time) on 3 September
2007 and expire at 16.00 (Finnish time) on 5 October 2007 (the "Offer
Period"), unless the Tender Offer is extended or suspended in
accordance with its terms. The shareholders and option holders may,
at any time prior to the expiry of the Offer Period, withdraw their
acceptances.

The board of directors of Perlos has today issued a statement in
which the board of directors recommends the shareholders and holders
of option rights to accept the Tender Offer. The board considers the
Tender Offer consideration to be fair, based on a fairness opinion it
has received from its financial adviser Summa Capital Oy.

The completion of the Tender Offer is subject to the satisfaction of
the conditions described under section "Terms and Conditions of the
Tender Offer - Conditions for Completion of the Tender Offer" of the
Tender Offer Document. The Offeror reserves the right to unilaterally
waive any such condition of the Tender Offer as permitted by
applicable law.

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 Perlos. The acceptance
must be given in accordance with the instructions and within the time
limits provided by the relevant book-entry account operator.
Shareholders who do not receive such notification and instructions
from their book-entry account operator or asset manager, can contact
any branch office of Nordea Bank Finland Plc. ("Nordea") where such
shareholders will receive all necessary information and can give
their acceptance to the Tender Offer as regards the shares.

The Finnish Financial Supervision Authority has today approved the
Tender Offer document. The Tender Offer document will be available as
of 3 September 2007 at the service centre of the Helsinki Stock
Exchange, OMX Way, at Fabianinkatu 14, 00130 Helsinki, Finland, and
the Finnish language version of this Tender Offer document will also
be available at the offices of Nordea Bank Finland Plc in Finland,
and electronically at the internet address www.nordea.fi/sijoita.

Disclaimer

These materials are not an offer of securities for sale in the United
States.
Securities may not be offered or sold in the United States absent
registration
or an exemption from registration under the U.S. Securities Act of
1933, as
amended. The issuer of the shares has not registered, and does not
intend to
register, any portion of the offering in the United States and does
not intend
to conduct a public offering of shares in the United States.

This stock exchange release must not be published, released or
otherwise distributed in whole or in part in or into the United
States, Canada, Japan or Australia. This stock exchange release is
neither an offer to purchase nor a solicitation for an offer to sell
shares, and the tender offer will not be made directly or indirectly
in the United States, Canada, Japan, Australia, Hong Kong or South
Africa or any other jurisdiction where such an offer would violate
laws of that jurisdiction. This stock exchange release and tender
offer will not and may not be distributed, forwarded or transmitted
in any way, such as by post, fax, email or telephone, or in any other
way to or from areas where it would violate the law.

Lite-On Technology Corporation
Board of Directors

Further information:

Andrew Lin
Chief Financial Officer
Lite-On Technology Corporation
+886-2-8798-2888
liteontechpr@liteon.com

Joachim Andersson
Citi Markets and Banking
+44 20 7986 4000
joachim.andersson@citi.com

Distribution: OMX Nordic Exchange Helsinki



ANNEX:

TERMS AND CONDITIONS OF THE TENDER OFFER FROM THE TENDER OFFER
DOCUMENT

(Capitalised terms and section references have the meanings set forth
in the Tender Offer document.)


Object of the Tender Offer

The Offeror offers to purchase all issued and outstanding Shares and
Stock Options in Perlos which are not owned by Perlos or its
subsidiaries, subject to the terms and conditions set forth below.

Should an Option Holder prior to the expiry of the Offer Period
(including any extension or suspension thereof) subscribe for new
shares in Perlos in accordance with the terms and conditions of the
Stock Options, such Option Holder may, during the Offer Period
(including any extension or suspension thereof) tender the new shares
in Perlos subscribed by virtue of such Stock Options after the new
shares have been registered on the book-entry account of the
subscriber.

Share Offer Price and Stock Option Offer Prices

The Share Offer Price for each Share validly tendered in accordance
with the terms and conditions of the Tender Offer, provided that the
acceptance has not been validly withdrawn, is EUR 5.20 in cash.

The Stock Option Offer Price offered in cash for each Stock Option
validly tendered in accordance with the terms and conditions of the
Tender Offer, provided that the acceptance has not been validly
withdrawn, is as follows:

EUR 1.07 for each 2002A Stock Option;
EUR 0.80 for each 2002B Stock Option;
EUR 0.04 for each 2002C Stock Option;
EUR 1.03 for each 2005A Stock Option;
EUR 1.09 for each 2005B Stock Option; and
EUR 1.67 for each 2005C Stock Option.

The Share Offer Price and the Stock Option Offer Prices have been
determined on the basis that the number of Shares is 52,937,148 and
that the number of Stock Options is 1,750,000. In case the number of
Shares is increased or Perlos issues any rights entitling to Shares
in accordance with Chapter 10 of the Companies Act prior to the
Completion Date (as defined below under section "Completion of the
Tender Offer, Payment and Settlement"), and the consideration paid to
Perlos for the Shares or rights entitling to Shares exceeding the
above-mentioned number of Shares is below the Share Offer Price, the
Offeror is entitled to adjust the Share Offer Price and the Stock
Option Offer Prices accordingly.

If prior to or at the Completion Date (as defined below under section"Completion of the Tender Offer, Payment and Settlement") the General
Meeting of Shareholders of Perlos makes a decision to distribute
dividends or other assets in accordance with Chapter 13 Section 1 of
the Companies Act, to which a Shareholder who has accepted the Tender
Offer is entitled, an amount equal to the dividend or distribution of
assets per Share will be deducted from the Share Offer Price.


Offer Period

The Offer Period commences on 3 September 2007 at 9.30 (Finnish time)
and expires on 5 October 2007 at 16.00 (Finnish time), unless the
Offer Period is extended or suspended.

Until all the Conditions for Completion (as defined below) have been
satisfied or waived in accordance with the terms and conditions of
the Tender Offer, the Offeror may extend the Offer Period for a
period of time to be determined later. The maximum duration of the
Offer Period (including any extended periods) is ten (10) weeks.
However, if the Conditions for Completion have not been satisfied due
to a particular obstacle referred to in the FSA Standard 5.2c, such
as for example pending merger control proceedings, the Offeror may
extend the Offer Period beyond ten (10) weeks until such obstacle is
removed and the Offeror has had a reasonable time to respond to the
situation. In such event the date of the expiry of the extended Offer
Period will be published at least two (2) weeks prior to such expiry.

The Offeror reserves the right to extend the Offer Period in
accordance with Chapter 6, Section 8 of the Securities Markets Act
should a competing tender offer be published by a third party during
the Offer Period (including any extension thereof).

The Offeror will announce a possible extension of the Offer Period
(including any extension or suspension thereof) at the latest in a
stock exchange release in connection with the announcement of the
preliminary result in accordance with section "Announcement of the
Result" below.

Should all the Conditions for Completion be satisfied or waived by
the Offeror prior to the expiry of the Offer Period or the extended
Offer Period, the Offeror may suspend the Offer Period or the
extended Offer Period and execute the sale and purchase of the Shares
and Stock Options validly tendered and not properly withdrawn. The
Offer Period will, however, last for a minimum of three (3) weeks.
The Offeror will announce the decision on the suspension of the Offer
Period or the extended Offer Period without undue delay after such
decision has been made and, in any case, no later than two (2) weeks
prior to the expiry of the Offer Period or the extended Offer Period
as a result of such decision to suspend the Offer Period or the
extended Offer Period. If the Offeror suspends the Offer Period or
the extended Offer Period, the Offer Period or the extended Offer
Period will expire on such earlier date and at such earlier time
announced by the Offeror.

The acceptance of the Tender Offer must be received by the recipient,
as described below in section "Acceptance Procedure", prior to the
expiry of the Offer Period or the extended or suspended Offer Period.

Conditions for Completion of the Tender Offer

The obligation of the Offeror to consummate the Tender Offer is
conditional upon the satisfaction or prior waiver by the Offeror in
writing, on or prior to the Completion Date (as defined below under
section "Completion of the Tender Offer, Payment and Settlement"), of
the following conditions (the "Conditions for Completion"):

(a) the Tender Offer is validly accepted to such an extent that upon
completion of the purchases pursuant to the Tender Offer the Offeror
becomes the owner of a number of the Shares and the Stock Options
representing in aggregate more than ninety (90) percent of all issued
shares and votes in Perlos before as well as after dilution resulting
from the exercise of Stock Options;

(b) that all consents, approvals, authorisations and registrations
required to be obtained from the applicable governmental entities to
consummate the Tender Offer, including but not limited to approvals
by the relevant competition and antitrust authorities, have been
obtained;

(c) that any waiting period (and any extension thereof) applicable to
the consummation of the Tender Offer under any competition, merger
control or similar law shall have expired or been terminated; and

(d) the Combination Agreement between Lite-On and Perlos has not been
terminated and remains in force.

The grounds for termination of the Combination Agreement are set
forth in section 6.1 of such agreement, see Appendix A of this Tender
Offer Document.

To the extent permitted by applicable laws, the Offeror may waive any
of the aforementioned Conditions for Completion which have not been
satisfied. If all the Conditions for Completion have been satisfied
or the Offeror has waived the requirement for the satisfaction of all
or some of them on the Completion Date at the latest, the Offeror
will consummate the Tender Offer in accordance with its terms and
conditions after the termination of the Offer Period by purchasing
the Shares and Stock Options and paying the Share Offer Price and
Stock Option Offer Prices to the Shareholders and Option Holders who
have validly accepted the Tender Offer.

If all Conditions for Completion have been satisfied (or, to the
extent permitted by law, the Offeror has waived the requirement for
the satisfaction) during the Offer Period (including any extension or
suspension thereof), the Offeror will announce the aforementioned by
a stock exchange release without undue delay. The Tender Offer will
be completed after the expiry of the Offer Period (including any
extension or suspension thereof) in accordance with the section"Completion of the Tender Offer, Payment and Settlement".

Obligation to Increase the Tender Offer or to Pay Compensation

The Offeror reserves the right to acquire Shares and Stock Options in
public trading on the Helsinki Stock Exchange during the Offer
Period.

If the Offeror or any party referred to in Chapter 6, Section 10,
Subsection 2 of the Securities Markets Act acquires, before the
expiry of the Offer Period, Shares or Stock Options at a higher price
than the Share Offer Price or the respective Stock Option Offer
Prices or otherwise on terms that are more favorable than those of
the Tender Offer, the Offeror must according to Chapter 6, Section 13
of the Securities Markets 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, announce 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 6, Section 10,
Subsection 2 of the Securities Markets Act acquires, during the nine
(9) months following the expiry of the Offer Period, Shares or Stock
Options in Perlos at a higher price than the Share Offer Price or the
respective Stock Option Offer Prices or otherwise on terms that are
more favorable than those of the Tender Offer, the Offeror must
according to Chapter 6, Section 13 of the Securities Markets 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, announce 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 (1)
month after the triggering of the obligation to compensate to the
holders of securities who have accepted the Tender Offer.

According to Chapter 6, Section 13, Subsection 5 of the Securities
Markets 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 Stock Option Offer Price is based on an arbitral award
pursuant to the Companies Act, provided that the Offeror or any party
referred to in Chapter 6, Section 10, Subsection 2 of the Securities
Markets Act has not offered to acquire Shares or Stock Options on
terms that are more favorable than those of the Tender Offer prior to
or during the arbitral proceedings.

Acceptance Procedure

Shares

Most Finnish account operators will send a notice of the Tender
Offer, instructions related thereto and an acceptance form to such
Shareholders who are customers of the account operator and registered
in Perlos' shareholders' register. Should any Shareholders not
receive instructions or an acceptance form from their account
operator (e.g. the Finnish Central Securities Depository), the
Shareholders may contact any Nordea office in Finland, where such
Shareholders will receive all required information and may give their
acceptance to the Tender Offer.

The Tender Offer may be accepted by a Shareholder registered during
the Offer Period in Perlos' shareholders' register. Acceptance of the
Tender Offer must be provided separately for each book-entry account.
The Shareholders may only approve the Tender Offer unconditionally
and with respect to all Shares which are on the book-entry accounts
mentioned in the Shareholder's acceptance form at the time of the
completion trade of the Shares, however subject to the right to
withdraw the Shares tendered in accordance with the terms and
conditions of the Tender Offer. The Offeror may reject any partial
tender of such Shares. An acceptance given within the Offer Period is
also valid until the end of an extended Offer Period.

The Shareholders whose Shares are nominee-registered and who wish to
accept the Tender Offer shall provide their acceptance in accordance
with the instructions given by the administrator managing the nominee
registration. The Offeror will not send an acceptance form or any
other documents related to the Tender Offer to these Shareholders.

Pledged Shares may only be tendered with the consent of the relevant
pledgee. The obtaining of such consent is the responsibility of the
Shareholder in question. The pledgee's consent must be delivered to
the account operator in writing.

All Shareholders who accept the Tender Offer must give their
acceptance to the account operator that manages their book-entry
account according to the instructions and within the time limit given
by the account operator or, if the account operator in question will
not receive the acceptance (e.g. customers to the Finnish Central
Securities Depository), a Shareholder can contact any Nordea office
in Finland to give his/her acceptance. The Offeror reserves the right
to reject any acceptances that have been completed erroneously or
deficiently.

The acceptance shall be submitted so that it will be received within
the Offer Period (including any extension or suspension thereof),
however, in accordance with instructions given by the account
operator. An account operator may request a Shareholder to deliver
the acceptance prior to the expiry of the Offer Period. Shareholders
can deliver the acceptance forms in the way they prefer at their own
responsibility. The delivery of the acceptances will, however, be
deemed made only when actually received by such account operator or
Nordea.

Those Shareholders who have validly accepted the Tender Offer are not
permitted to sell or otherwise dispose of the tendered Shares. By
accepting the Tender Offer the Shareholders authorise Nordea or their
account operator to enter into their book-entry account transfer
restrictions or a sales reservation with respect to the Shares.
Furthermore, the Shareholders who accept the Tender Offer authorise
Nordea, or their account operator, to perform any other necessary
entries and undertake any other measures needed for the technical
execution of the Tender Offer, and to sell all Shares held by the
Shareholder at the time of the completion trades to the Offeror in
accordance with the terms and conditions of the Tender Offer. In
connection with the completion trades or the clearing of the Tender
Offer, the sales reservation or the transfer restriction on the right
of disposal will be revoked and a cash consideration will be paid to
the Shareholder.

Stock Options

Most Finnish account operators will send a notice of the Tender
Offer, instructions related thereto and an acceptance form to such
Option Holders who are customers of the account operator. Should any
Option Holders not receive instructions or an acceptance form from
their account operator (e.g. the Finnish Central Securities
Depository), the Option Holders may contact any Nordea office in
Finland, where such Option Holders will receive all required
information and may give their acceptance to the Tender Offer.

Acceptance of the Tender Offer must be provided separately for each
book-entry account. The Option Holders may only approve the Tender
Offer unconditionally and with respect to all Stock Options that are
in the book-entry accounts mentioned in the Option Holder's
acceptance form at the time of the completion trade of the Stock
Options, however subject to the right to withdraw the Stock Options
tendered in accordance with the terms and conditions of the Tender
Offer. The Offeror may reject any partial tender of such Stock
Options. An acceptance given within the Offer Period is also valid
until the end of an extended Offer Period.

The Option Holders whose Stock Options are nominee-registered and who
wish to accept the Tender Offer shall provide their acceptance in
accordance with the instructions given by the administrator managing
the nominee registration. The Offeror will not send an acceptance
form or any other documents related to the Tender Offer to these
Option Holders.

Pledged Stock Options may only be tendered with the consent of the
relevant pledgee. The obtaining of such consent is the responsibility
of the Option Holder in question. The pledgee's consent must be
delivered to the account operator in writing.

All Option Holders who accept the Tender Offer must give their
acceptance to the account operator that manages their book-entry
account according to the instructions and within the time limit given
by the account operator or, if the account operator in question will
not receive the acceptance (e.g. customers to the Finnish Central
Securities Depository), an Option Holder can contact any Nordea
office in Finland to give his/her acceptance. The Offeror reserves
the right to reject any acceptances that have been completed
erroneously or deficiently.

The acceptance shall be submitted so that it will be received within
the Offer Period (including any extension or suspension thereof),
however, in accordance with instructions given by the account
operator. An account operator may request an Option Holder to deliver
the acceptance prior to the expiry of the Offer Period. Option
Holders can deliver the acceptance forms in the way they prefer at
their own responsibility. The delivery of the acceptances will,
however, be deemed made only when actually received by such account
operator or Nordea.

Those Option Holders who have validly accepted the Tender Offer are
not permitted to sell, convert into Shares or otherwise dispose of
the tendered Stock Options. By accepting the Tender Offer the Option
Holders authorise Nordea or their account operator to enter into
their book-entry account transfer restrictions or a sales reservation
with respect to the Stock Options. Furthermore, Option Holders who
accept the Tender Offer authorise Nordea, or their account operator,
to perform any other necessary entries and undertake any other
measures needed for the technical execution of the Tender Offer, and
to sell all Stock Options held by the Option Holder at the time of
the completion trades to the Offeror in accordance with the terms and
conditions of the Tender Offer. In connection with the completion
trades or the clearing of the Tender Offer, the sales reservation or
the transfer restriction on the right of disposal will be revoked and
a cash consideration will be paid to the Option Holder.

Stock Options which have not been transferred into the book-entry
system

Nordea will send a notification of the Tender Offer, including
instructions and the relevant acceptance forms, to the Option Holders
whose Stock Options have not been transferred into the book-entry
system. Such Option Holders should follow the relevant instructions
relating to the acceptance or withdrawal of acceptance of the Tender
Offer with respect to the relevant Stock Options.

Withdrawal Rights

The acceptance of the Tender Offer may be withdrawn by a Shareholder
or an Option Holder at any time prior to the expiry of the Offer
Period (including any extension or suspension thereof).

The proper withdrawal of the acceptance requires that a written
notice of withdrawal is submitted to the same account operator to
whom the acceptance concerning the Shares and/or Stock Options in
question was submitted. In case the acceptance was submitted to
Nordea, also the notice of withdrawal must be submitted to Nordea. In
case of holdings that are registered in the name of a nominee, the
Shareholder or the Option Holder shall instruct the respective
nominee to submit the notice of withdrawal.

If a Shareholder or Option Holder properly withdraws his/her
acceptance of the Tender Offer, any transfer restriction or sales
reservation registered on the tendered Shares and/or Stock Options on
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.

A Shareholder or an Option Holder who has withdrawn his/her
acceptance of the Tender Offer may renew the acceptance within the
Offer Period (including any extension or suspension thereof) in
accordance with the procedure described in section "Acceptance
Procedure" above.

The Shareholder or the Option Holder who withdraws his/her acceptance
shall be liable to pay any fees which the account operator managing
the relevant book-entry account or the nominee may charge for
withdrawals.


Announcement of the Result

The preliminary result of the Tender Offer will be announced by a
stock exchange release on or about the first (1st) Finnish banking
day following the expiry of the Offer Period (including any extension
or suspension thereof). In connection with the announcement of the
preliminary result, it will be announced whether the Tender Offer
will be completed or the Offer Period extended. The final result of
the Tender Offer will be notified on or about the fifth (5th) Finnish
banking day following the expiry of the Offer Period (including any
extension or suspension thereof). In the announcement of the final
result the Offeror will confirm the percentage of the Shares and
Stock Options which have been validly tendered and not properly
withdrawn.

Completion of the Tender Offer, Payment and Settlement

The sale and purchase of the Shares will be executed with respect to
all Shareholders who have validly accepted the Tender Offer and not
withdrawn their acceptances no later than on the fifth Finnish (5th)
banking day following the expiry of the Offer Period (including any
extension or suspension thereof) (the "Completion Date"). If
possible, the completion trades of Shares will be executed on the
Helsinki Stock Exchange. Otherwise, the completion trades of Shares
will be executed outside the Helsinki Stock Exchange. The completion
trades will be settled on or about the third (3rd) Finnish banking
day following the Completion Date (the "Settlement Date").

If possible, the completion trades of the Stock Options listed on the
Helsinki Stock Exchange will be executed on the Helsinki Stock
Exchange. Otherwise the completion trades of the Stock Options will
be executed outside the Helsinki Stock Exchange. The Completion Date
and the Settlement Date of the completion trades of Shares apply also
to the completion trades of the Stock Options, however so that the
Completion Date and the Settlement Date of completion trades of such
Stock Options which have not been transferred to the book-entry
system is on or about the eighth (8th) Finnish banking day following
the expiry of the Offer Period (including any extension or suspension
thereof).

The Share Offer Price will be paid on the Settlement Date to a
Shareholder who has validly accepted the Tender Offer, into the
management account of a book-entry account. The relevant Stock Option
Offer Price will be paid on the Settlement Date to an Option Holder
who has validly accepted the Tender Offer into the management account
of a book-entry account or, if the Stock Options have not been
transferred into the book-entry system, into the bank account defined
in the acceptance form. If the bank account of a Shareholder or an
Option Holder is at a different bank than the Shareholder's or Option
Holder's book-entry account where applicable, the Share Offer Price
or the Stock Option Offer Price will be paid into such bank account
at the latest on or about two (2) banking days later in accordance
with the schedule for payment transactions between financial
institutions.

Transfer of Title

Title to the Shares and Stock Options validly tendered and not
properly withdrawn in the Tender Offer will pass to the Offeror on
the Settlement Date against payment of the Share Offer Price or Stock
Option Offer Price by the Offeror to the tendering Shareholder or
Option Holder, as applicable.

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 Stock Options.

Each Shareholder and Option Holder is liable for payments which,
based on an agreement made with the Shareholder or the Option Holder,
the account operator may charge, and for the fees and commissions
charged by account operators, custodians, administrators of nominee
registered Shares or Stock Options or other parties related to the
release of collateral or the revoking of any other restrictions
preventing the sale of Shares or Stock Options. Fees relating to a
withdrawal of a tender by a Shareholder or an Option Holder will be
borne by the Shareholder or the Option Holder.

The Offeror is liable for other customary costs related to the
registration of entries in the book-entry system, the execution of
trades of Shares and Stock Options in accordance with the Tender
Offer, and the payment of the Share Offer Price and the Stock Option
Offer Price.

Other Matters

The Offeror reserves the right to amend the terms and conditions of
the Tender Offer in accordance with Chapter 6, Section 7 of the
Securities Markets Act.

The Tender Offer Document and the Tender Offer shall be governed by
Finnish law and any disputes relating thereto shall be settled
exclusively in a Finnish court of law.

The Tender Offer is not being made, directly or indirectly, 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, e-mail, telefax or telephone.

The Offeror will decide on all other matters relating to the Tender
Offer, subject to the requirements of applicable laws.

Disclaimer

These materials are not an offer of securities for sale in the United
States.
Securities may not be offered or sold in the United States absent
registration
or an  exemption from registration under the U.S. Securities Act of
1933, as
amended. The issuer of the shares has not registered, and does not
intend to
register, any portion of the offering in the United States and does
not intend
to conduct a public offering of shares in the United States.

The Tender Offer is not being made in any other jurisdiction where
prohibited by applicable law and this 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 limitations, 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, Hong Kong or South Africa. The Tender Offer cannot be
accepted by any such use, means or instrumentality or from within the
United States, Canada, Japan, Australia, Hong Kong or South Africa.