Solteq Oyj - Inside information

Solteq to acquire TM United A/S group, expands to Denmark and Norway

Solteq Plc. Stock Exchange Release, 1 December 2017, 8:00 a.m.

Solteq Plc has agreed to purchase the entire share capital of TM United A/S. The
group, comprising TM United A/S and its subsidiaries, is known to the market as
Theilgaard Mortenssen (TM). The acquisition allows Solteq to expand to the
Danish market and open an office in Norway. The company also has offices in the
United Kingdom, Sweden and Spain.

TM's solutions are focused on digital transactions and the optimisation of the
online customer experience. The group posted net sales of €4,8 million for 2016
and currently has a staff of 35 experts. Solteq estimates that after the
acquisition about one fifth of the company's annual net revenue comes outside
Finland.

The parties have signed the sale and purchase agrement (SPA) for all shares of
the company on 1 December 2017. The net debt-free sale price (EV) is €3.5
million; ca. €1 million will be paid by a directed share issue to the seller.

The transaction is conditional to standard conditions precedents regarding the
target, and ownership arrangements between the seller and current owners. The
parties intend to complete the acquisition in January 2018.

Mutually complementary services and geographical compatibility

TM's solutions are focused on digital transactions and the optimisation of the
online customer experience. The company also has a 50 percent market share in
the systems used by the Danish public sector's dental healthcare organisations.


After the purchase, Solteq will be offering the Deep Vision cloud service for
its customers – the service is used to determine why online sale targets, i.e.
conversions, are not being realised. Companies can use the service to better
understand the behaviour of the visitors to their website.

"This acquisition will distinguish us among Nordic digital players,
complementing our electronic transaction solutions. Going forward, we will be
the premier online service developer who can implement services with superior
usability and fix existing defects," says Olli Väätäinen, CEO of Solteq Plc.

The company's digital commerce solutions are based on the same technology and
expertise that Solteq uses in its current customer solutions. The acquisition
will hence increase Solteq's delivery capacity to its existing customers, as
well as the Danish and Norwegian B2B and B2C customers introduced by the
acquisition.

"This acquisition is another step in Solteq's Nordic expansion strategy. We will
now become a truly Nordic company," says Väätäinen.

"We have worked with Solteq for a number of years and have formed a good
corporate relationship. In particular, we find Solteq's values to closely match
ours. We have sought growth in the Nordic countries and possibly Europe for a
long time. We believe that this can be best achieved together with Solteq as a
bigger company. This new arrangement will make it possible for us to better
serve our customers' demand with a wider selection of services," says Kim
Theilgaard, CEO of TM.

Purchase price, payment and financing

Solteq will acquire the entire share capital of TM United A/S from Theilgaard
Mortensen Holding ApS. The net debt-free sale price (EV) of the entire stock of
TM United A/S is €3.5 million; €1 million will be paid by new Solteq
shares offered to the seller in a directed share issue in accordance with the
authorisation granted to the board by the general meeting on 17 March 2017.

Payment of the cash consideration will be made with cash. In the directed share
issue, share price will be the average closing price between 25 October and 24
November 2017 weighted by trading volume – €1.59 per share. A total of 628,930
new shares will be issued when the acquisition is completed. The issued shares
represent 3.26 percent of the post-issue outstanding shares. The shares issued
are subject to sell and transfer restrictions (lock-up) for period of 24 months
from the closing date. In addition, seller shall pledge the shares as security
for the obligations and liabilities of the seller under the SPA.

The acquisition and the payment of the purchase price, including the directed
share issue, are planned for January 2018. According to the agreement, TM will
be consolidated into the Solteq group on 1 December 2017.

Key figures for TM United A/S

According to Danish law, the TM United group is not obligated to prepare
consolidated financial statements. As part of the corporate acquisition report,
Solteq has prepared the following key figure summary based on the financial
statements of the notable group companies engaged in TM United group business.
The purpose of the summary is to provide sufficiently detailed and relevant
financial information about the subject of the corporate acquisition.

The following table includes information for the accounting periods of 2015 and
2016 (1 January to 31 December; one thousand euros):

Income statement                 (thousand euros)

                                    1.1.-31.12.2016    1.1.-31.12.2015

Revenue                                     4   817            4   224
Materials and   services                   -1   075               -786
Employee benefit   expenses                -2   400           -2   313
Other expenses                                 -864               -841
Depreciations                                  -268               -230
EBIT                                            211                 55
Financial income   and expenses                  41                -53
Taxes                                           -27                -14
Profit                                          225                -11

Balance sheet                            31.12.2016         31.12.2015

Assets
Non-current assets                              158                283
Short-term   receivables                    1   190            1   284
Cash                                            903                432

Total assets                                2   250            1   999

Equity and   liabilities
Total equity                                1   181                895
Long-term debt                                   97                239
Short-term debt                                 972                865

Total equity and   liabilities              2   250            1   999

New shares

The directed share issue of new shares will make an exception to the
shareholders' pre-emption right in order to execute the acquisition in question:
the shares are directed at TM United A/S shareholders. Solteq's board of
directors has been authorised for the share issue by the general meeting on 17
March 2017.

Subscriber of the new shares may exercise shareholder's rights in the company
once the shares have been registered in the Finnish Trade Register. The shares
will be included in the book-entry system maintained by Euroclear Finland Oy.
Solteq will apply for public trading of the subscribed shares from the offering
on Nasdaq Helsinki.

Profit guidance

Solteq Group’s current interim period’s adjusted operating profit is expected to
be positive, but the adjusted operating profit for financial year 2017 is
expected to decrease compared to the year 2016.

Further information

Olli Väätäinen, CEO, Solteq Plc
tel. +358 50 557 8111
olli.vaatainen@solteq.com

Kim Theilgaard, Director, TM United A/S
tel. +45 26 169 616
kt@tmnet.dk

Distribution

NASDAQ Helsinki
Key media outlets
www.solteq.com

Solteq in Brief

Solteq is a Nordic IT provider and software house that specialises in digital
customer engagement. Our mission is to simplify the digital world to make better
tomorrow. We are a partner who knows how to turn the digital disruption for the
benefit of our customer. Our over 500 experts, who work in three countries,
develop and implement solutions for clients in Nordic countries as well as
Europe, North America, Asia and Australia. In 2016, Solteq’s net sales amounted
to 63 million euro.

TM United A/S in Brief

TM (former Theilgaard Mortensen) was founded in 1999 based on values like
quality and professionalism through which we have become one of the Nordics’
leading experts in e-commerce and online customer experience based on IBM’s
platforms. By developing webshops that attract visitors and turn them into
customers, we have helped a range of B2C and B2B companies in the Nordic market
increasing revenues and building stronger brands. Our headquarters is in
Copenhagen, and we have employees in Norway, Sweden, UK and Spain which makes us
able to cover the most of Europe in order to work with our customers where they
might operate.