Pöyry - Tender offer

Pöyry PLC: ÅF AB (publ) to commence redemption proceedings in respect of the remaining minority shares in Pöyry PLC

Pöyry PLC                                             Stock Exchange Release
February 21, 2019 at 20:15 (EET)
This stock exchange release may not be released, published or otherwise
distributed, in whole or in part, in or into, directly or indirectly, Australia,
Canada, Hong Kong, Japan, New Zealand or South Africa or in any other
jurisdiction in which the tender offer would be prohibited by applicable law.
ÅF AB (publ) to commence redemption proceedings in respect of the remaining
minority shares in Pöyry PLC

ÅF  AB (publ) ("ÅF") commenced a  voluntary recommended public cash tender offer
to  purchase  all  issued  and  outstanding  shares  in Pöyry PLC ("Pöyry") (the
"Tender  Offer") on December  20, 2018. The extended offer  period of the Tender
Offer  expired on February 15, 2019. ÅF  declared the Tender Offer unconditional
on  February 7, 2019 and will  complete the Tender  Offer in accordance with its
terms and conditions.

ÅF  has informed Pöyry on February  21, 2019 that ÅF holds more than nine-tenths
(9/10) of the issued and outstanding shares and voting rights in Pöyry, and that
ÅF  therefore has the redemption right  and obligation under Chapter 18, Section
1 of  the Finnish  Companies Act  to redeem  the shares  held by the other Pöyry
shareholders.

ÅF  will initiate the redemption proceedings with respect to the remaining Pöyry
shares  held by  the minority  shareholders of  Pöyry by  initiating arbitration
proceedings pursuant to the Finnish Companies Act.

PÖYRY PLC

Additional information:

Juuso Pajunen, CFO
Tel. +358 10 33 26632

Pöyry is an international consulting and engineering company.  We serve clients
across power generation, transmission & distribution, forest industry,
biorefining & chemicals, mining & metals, infrastructure, water & environment.
Together, we deliver smart solutions and work with the latest digital
innovations. Pöyry's net sales in 2018 were EUR 580 million. The company's
shares are quoted on Nasdaq Helsinki. Approximately 5500 experts. 40 countries.
120 offices.

Important notice

THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS
STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER
OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA.
INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES 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 A TENDER OFFER OR
ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER
DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE
UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR
PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY, IN ANY
JURISDICTION WHERE THE MAKING OR ACCEPTANCE OF SUCH TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. WHEN PUBLISHED, 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 LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, (INCLUDING BY USE OF, OR BY ANY MEANS
OR INSTRUMENTALITY, INCLUDING WITHOUT LIMITATION E-MAIL, POST, FACSIMILE
TRANSMISSION, TELEPHONE OR INTERNET, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY
FACILITIES OF A NATIONAL SECURITIES EXCHANGE) AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND OR SOUTH AFRICA. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER
RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE
INVALID.

Notice to Shareholders in the United States

The Tender Offer is made to Pöyry's shareholders resident in the United States
on the same terms and conditions as those made to all other shareholders of
Pöyry to whom an offer is made. Any information documents, including the tender
offer document, are being disseminated to U.S. shareholders on a basis
comparable to the method that such documents are provided to Pöyry's other
shareholders.

The Tender Offer is made for the issued and outstanding shares in Pöyry, a
Finnish company. Information distributed in connection with the Tender Offer is
subject to disclosure requirements of Finland, which are different from those of
the United States. The financial statements and financial information included
in this stock exchange release or in the tender offer document have been
prepared in accordance with applicable accounting standards in Finland, which
may not be comparable to the financial statements or financial information of
U.S. companies.

It may be difficult for Pöyry's shareholders to enforce their rights and any
claim they may have arising under the federal securities laws, since ÅF and
Pöyry are located in non-U.S. jurisdictions, and some or all of their respective
officers and directors may be residents of non-U.S. jurisdictions. Pöyry's
shareholders may not be able to sue ÅF or Pöyry or their respective officers or
directors in a non-U.S. court for violations of the U.S. securities laws. It may
be difficult to compel ÅF and Pöyry and their respective affiliates to subject
themselves to a U.S. court's judgment.

The Tender Offer is made in the United States pursuant to Section 14(e) and
Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended as a
"Tier II" tender offer, and otherwise in accordance with the requirements of
Finnish law. Accordingly, the Tender Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights,
offer timetable, settlement procedures and timing of payments that are different
from those applicable under U.S. domestic tender offer procedures and law.

To the extent permissible under applicable law or regulations, ÅF and its
affiliates or brokers (acting as agents for ÅF or its affiliates, as applicable)
may from time to time, and other than pursuant to the Tender Offer, directly or
indirectly purchase or arrange to purchase, shares in Pöyry that are the subject
of the Tender Offer or any securities that are convertible into, exchangeable
for or exercisable for such shares. To the extent information about such
purchases or arrangements to purchase is made public in Finland, such
information will be disclosed by means of a stock exchange release or other
means reasonably calculated to inform U.S. shareholders of Pöyry of such
information. In addition, the financial advisers to ÅF may also engage in
ordinary course trading activities in securities of Pöyry, which may include
purchases or arrangements to purchase such securities.

Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved or disapproved the Tender Offer, or passed
any comment upon the adequacy or completeness of the tender offer document. Any
representation to the contrary is a criminal offence in the United States.

Forward-looking Statements

This stock exchange release includes "forward-looking statements." These
statements may not be based on historical facts, but are statements about future
expectations. When used in this stock exchange release, the words "aims,"
"anticipates," "assumes," "believes," "could," "estimates," "expects,"
"intends," "may," "plans," "should," "will," "would" and similar expressions as
they relate to ÅF, Pöyry, the Tender Offer or the combination of the business
operations of ÅF and Pöyry identify certain of these forward-looking statements.
Other forward-looking statements can be identified in the context in which the
statements are made. Forward-looking statements are set forth in a number of
places in this stock exchange release, including wherever this stock exchange
release includes information on the future results, plans and expectations with
regard to ÅF's business following the completion of the Tender Offer, including
strategic plans, synergies and growth, and general economic conditions. These
forward-looking statements are based on present plans, estimates, projections
and expectations and are not guarantees of future performance. They are based on
certain expectations that, even though they seem to be reasonable at present,
may turn out to be incorrect. Such forward-looking statements are based on
assumptions and are subject to various risks and uncertainties. Investors should
not rely on these forward-looking statements. Numerous factors may cause the
actual results of operations or financial condition of ÅF to differ materially
from those expressed or implied in the forward-looking statements. Neither ÅF
nor any of its affiliates, advisors or representatives or any other person
undertakes any obligation to review or confirm or to release publicly any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise after the date of this stock exchange release.

Disclaimer

Skandinaviska Enskilda Banken AB (publ), which is under the supervision of the
Swedish Financial Supervisory Authority (Finansinspektionen), is acting as lead
financial adviser to ÅF and no one else in connection with the Tender Offer and
arranger in relation to the Tender Offer, will not regard any other person than
ÅF as its client in relation to the Tender Offer and will not be responsible to
anyone other than ÅF for providing the protection afforded to clients of
Skandinaviska Enskilda Banken AB (publ) nor for providing advice in relation to
the Tender Offer.

Access Partners Oy is acting as financial adviser to ÅF and no one else in
connection with the Tender Offer, will not regard any other person than ÅF as
its client in relation to the Tender Offer and will not be responsible to anyone
other than ÅF for providing the protection afforded to clients of Access
Partners Oy nor for providing advice in relation to the Tender Offer.


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