2015-09-22 17:15:00 CEST

2015-09-22 17:15:44 CEST


REGULATED INFORMATION

Finnish English
Bittium Oyj - Company Announcement

Bittium Corporation's public tender offer for own shares and stock options will commence on September 25, 2015. The offer price for a share is EUR 5.06 and for a stock option EUR 4.51.


NOT  FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN  WHOLE OR IN PART) IN, INTO OR
FROM  THE UNITED STATES  OR ANY JURISDICTION  WHERE TO DO  SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Stock Exchange Release

Free for publication on September 22, 2015 at 6.15 p.m. (CEST+1)

Bittium Corporation's public tender offer for own shares and stock options will
commence on September 25, 2015. The offer price for a share is EUR 5.06 and for
a stock option EUR 4.51.

Bittium  Corporation ("Bittium" or the "Company") decided on September 14, 2015
that  it repurchases its  own shares ("Shares")  and stock options 2008C ("Stock
Options")  entitling to Shares by means of  a voluntary public tender offer made
to all shareholders and holders of Stock Options (the "Offer").

Approval and Publication of the Offer Document

The  Finnish  Financial  Supervisory  Authority  has  today  approved  the offer
document related to the Offer (the "Offer Document"). The Offer Document will be
available  in Finnish  from or  about September  25, 2015 onwards at  the branch
offices  of the cooperative banks  belonging to the OP  Group and of Helsinki OP
Bank  Plc and at the  office of NASDAQ OMX  Helsinki at the address Fabianinkatu
14, FI-00100 Helsinki,  Finland,  and  in  Finnish  and  English  from September
23, 2015 onwards    on    the   internet   at   www.bittium.com/ostotarjous2015,
www.bittium.com/tenderoffer2015 and op.fi/merkinta.

Offer Price

The  Share Offer  Price is,  in accordance  with the  decision of  the Company's
extraordinary  general meeting  held on  September 14, 2015, the volume weighted
average price per Share based on transactions in the official list of NASDAQ OMX
Helsinki  Ltd ("NASDAQ OMX Helsinki") during the five trading days preceding the
acceptance  of the Offer Document (between September, 15 - September 21, 2015),
rounded to the nearest full euro cent.

The  offer price of a  Share is EUR 5.06 for  a Share (the "Share Offer Price"),
and  it will be paid in cash for  each Share validly tendered in accordance with
the terms and conditions of the Offer.

The  offer price of  a Stock Option  is EUR 4.51 for  a Stock Option (the "Stock
Option  Offer Price"), and it will be paid in cash for each Stock Option validly
tendered  in accordance with  the terms and  conditions of the  Offer. The Stock
Option  Offer Price  is the  Share Offer  Price subtracted with the subscription
price for a Share pursuant to a Stock Option, which is EUR 0.55 per Share.

Object of the Offer

The  Offer is made  for a maximum  of 117,351,263 Company's Shares (the "Maximum
Number of Shares"), corresponding 88.4 percent of all the Shares in the Company,
and  in addition for a maximum of  252,648 Stock Options (the "Maximum Number of
Stock  Options"). The Maximum Number of Shares  has been determined based on the
Share  Offer Price EUR 5.06 per Share  and the maximum consideration payable for
Shares EUR 593,797,392.67 in accordance with the resolution of Bittium's general
meeting.  The Maximum Number of  Stock Options has been  determined based on the
maximum  number of  Stock Options  to be  repurchased under  the decision of the
general meeting.

The  Offer does  not cover  the Shares  or Stock  Options that  are held  by the
Company  or its  subsidiaries. On  the date  of this  stock exchange release the
Company or its subsidiaries do not hold such Shares or Stock Options.

Offer Period

The  offer period of the  Offer (the "Offer Period")  will commence on September
25, 2015 at  9.30 a.m. (Finnish time)  and expire on  October 16, 2015 at 4 p.m.
(Finnish  time), unless the  Company's Board of  Directors decides to extend the
Offer  Period in accordance with the terms and conditions of the Offer or unless
those terms and conditions stipulate otherwise. The Company's Board of Directors
may  extend  the  Offer  Period  by  giving  notice  of the extension by a stock
exchange  release  no  later  than  October  19, 2015. The  Company's  Board  of
Directors  will give notice of a possible extension of an already extended Offer
Period  no later than on  the first Finnish banking  day following the expiry of
the extended Offer Period.

If  the Company's Board of Directors extends  the Offer Period, the Offer Period
expires on the date and at the time determined by the Board of Directors, unless
the extended Offer Period is discontinued as described below. The maximum length
of  the Offer  Period (including  the possible  extended Offer Period and/or the
Subsequent  Offer Period, as defined below) is  ten (10) weeks starting from the
commencement of the Offer Period.

The  Company's  Board  of  Directors  may  discontinue the extended Offer Period
should  all  the  conditions  to  completion  defined  in  the Offer Document be
fulfilled  or waived  by the  Company before  the expiry  of the  extended Offer
Period  and execute in accordance with the terms and conditions of the Offer the
sale  and purchase  of those  Shares and  Stock Options  which have been validly
tendered  and for which the valid tender has not been properly withdrawn. If the
Board  of  Directors  discontinues  the  extended  Offer  Period,  the  Board of
Directors shall give notice of the decision as soon as possible after making the
decision,  and in  any case  at least  two (2)  weeks before  the expiry  of the
extended Offer Period. If the Board of Directors discontinues the extended Offer
Period,  the extended Offer  Period will expire  on the earlier  date and at the
earlier time announced by the Board of Directors.

The  Company also reserves  the right to  extend the Offer  Period in connection
with  the  Company's  announcement  of  the  final  result  of  the  Offer  (the"Subsequent  Offer Period"). In  the event of  such Subsequent Offer Period, the
Subsequent  Offer Period will expire on the date and at the time notified by the
Company  in  connection  with  the  final  result  announcement. The expiry of a
Subsequent  Offer Period shall be  announced no later than  two (2) weeks before
the expiry of such Subsequent Offer Period.

Terms and Conditions of the Offer

The  terms and conditions of the Offer have been attached to this stock exchange
release  in their  entirety and  in the  same form  as they are presented in the
Offer Document (Annex 1).



Oulu, September 22, 2015

Bittium Corporation

Board of Directors





Further Information:

Veli-Pekka Paloranta

CFO

Bittium Corporation

Tel. +358 40 344 5466





Distribution:

NASDAQ Helsinki

Main media





Bittium

Bittium  is  specialized  in  developing  reliable and secure communications and
connectivity solutions using the latest technologies and deep knowledge on radio
technology.  Bittium provides innovative products and customized solutions based
on  its product platforms, and R&D services for customers in various industries.
Bittium  also  offers  high  quality  information  security solutions for mobile
devices  and portable computers. Net sales  of continuing operations in 2014 was
EUR  52.7 million and operating profit was EUR 0.8 million. Bittium is listed on
Nasdaq Helsinki. www.bittium.com



Disclaimer

This announcement is neither an offer to purchase nor a solicitation of an offer
to  sell shares in Bittium Corporation (the "Shares") anywhere in the world. The
final terms and further provisions of the public tender offer (the "Offer") will
be disclosed in the offer document approved by the Finnish Financial Supervisory
Authority.  Holders of  the Shares  are strongly  recommended to  read the offer
document  and all announcements in connection with  the Offer as they contain or
will contain important information.

The Offer is not being made directly or indirectly, in or into the United States
or  any other jurisdiction  where to do  so would constitute  a violation of the
laws  of such jurisdiction. The Offer is not  being made by the use of the mails
or any other means or instruments of interstate or foreign commerce (inter alia,
transmission by fax, telephone or internet) in or into the United States, nor by
the  use of any facility of a national securities exchange in the United States.
Accordingly,  the sending or any other  distribution of this announcement or any
other  accompanying  document  in  or  into  the  United  States  or  any  other
jurisdiction,  where to do so  would constitute a violation  of the laws of such
jurisdiction, is prohibited.



Annex 1: Terms and Conditions of the Offer

Object of the Offer

The  Offer is made for  a maximum of 117,351,263 Shares  (the "Maximum Number of
Shares")  and in addition  for a maximum  of 252,648 Stock Options (the "Maximum
Number of Stock Options") of the Company.(1 )

The  Offer does not cover the Shares or  Stock Options that are in the ownership
of  the Company  or its  subsidiaries. On  the date  of this Offer Document, the
Company or its subsidiaries do not own such Shares or Stock Options.

A  shareholder or  a holder  of Stock  Options may  accept the Offer for all the
Shares  and/or Stock Options owned by him or for a number of Shares and/or Stock
Options of his choosing per book-entry account.

The  extent of the Offer in certain  areas outside Finland is limited by section"Terms and conditions of the Offer - Limitations on the Offer outside Finland".

Offer Price

The  Share Offer Price is EUR 5.06 for a Share,  and it will be paid in cash for
each  Share validly tendered in accordance with  the terms and conditions of the
Offer.  The Share Offer Price is equivalent to the volume weighted average price
per  Share based on transactions in the official list of NASDAQ OMX Helsinki Ltd
("NASDAQ  OMX Helsinki") during the five  trade days preceding the acceptance of
the Offer Document, rounded to the nearest full euro cent.

The Stock Option Offer Price is EUR 4.51 for a Stock Option, and it will be paid
in  cash for each Stock Option validly tendered in accordance with the terms and
conditions of the Offer. The Stock Option Offer Price is equivalent to the Share
Offer  Price subtracted  with the  subscription price  of a  Share pursuant to a
Stock Option, which is EUR 0.55 per Share.

Offer Period

The offer period commences on September 25, 2015 at 9.30 a.m. (Finnish time) and
expires  on  October  16, 2015 at  4 p.m.  (Finnish  time) (the "Offer Period"),
unless  the Company's Board of  Directors decides to extend  the Offer Period as
described  below  or  unless  the  terms  and  conditions of the Offer stipulate
otherwise.  The  Company's  Board  of  Directors  may extend the Offer Period by
giving  notice  of  the  extension  by  a  stock  ex-change  release  on October
19, 2015, at the latest. The Company's Board of Directors shall give notice of a
possible  extension of  an already  extended Offer  Period no  later than on the
first Finnish banking day following the expiry of the extended Offer Period.

If  the Company's Board of Directors extends  the Offer Period, the Offer Period
expires on the date and at the time determined by the Board of Directors, unless
the extended Offer Period is discontinued as described below. The maximum length
of  the Offer  Period (including  the possible  extended Offer Period and/or the
Subsequent  Offer Period, as defined below) is  ten (10) weeks starting from the
commencement of the Offer Period.

The  Company's  Board  of  Directors  may  discontinue the extended Offer Period
should  all  the  Conditions  to  Completion  (as defined below) be fulfilled or
waived by the Company before the expiry of the extended Offer Period and execute
in accordance with section "Terms and conditions of the Offer - Terms of Payment
and  Settlement of Shares and Stock Options" the sale and purchase of the Shares
and Stock Options validly tendered and for which the valid tender of such Shares
and Stock Options not properly withdrawn. If the Board of Directors discontinues
the  extended Offer  Period, the  Board of  Directors shall  give notice  of the
decision as soon as possible after making the decision, and in any case at least
two (2) weeks before the expiry of the extended Offer Period.

The  Company also reserves  the right to  extend the Offer  Period in connection
with  the Company's announcement of the final result of the Offer (such extended
Offer  Period shall  be referred  to as  the "Subsequent  Offer Period"). In the
event  of such Subsequent Offer Period,  the Subsequent Offer Period will expire
on  the date  and at  the time  determined by  the Company  in the  final result
announcement.  The expiration of a Subsequent Offer Period shall be announced at
the latest two (2) weeks before the expiration of such Subsequent Offer Period.

Conditions for the Completion of the Offer

The obligation of the Company to repurchase the Shares and Stock Options validly
tendered  and to complete  the Offer is  subject to the  satisfaction or, to the
extent  permitted by applicable  law, a waiver  by the Company  of the following
conditions ("Conditions to Completion") on or prior to the date of the Company's
announcement of the final result of the Offer:

1. No  Material  Adverse  Change  (as  defined  below) having occurred after the
Extraordinary General Meeting on September 14, 2015;

2. No  court or regulatory  authority of competent  jurisdiction having given an
order  or  issued  any  regulatory  action  preventing, postponing or materially
challenging the completion of the Offer; and

3. The  undertakings given  by the  seven largest  shareholders presented in the
Company's  shareholders' register, dated on August 23, 2015, to accept the Offer
in respect of certain Shares owned by them remain in force under their terms and
conditions.

The  possible  decision  to  waive  the above-mentioned Conditions to Completion
shall be made by the Company's Board of Directors."Material Adverse Change" means any event, condition, circumstance, development,
occurrence,  change, effect or fact  (any such item referred  to as an "Effect")
that  individually  or  jointly  with  other  Effects  has,  results in or would
reasonably  be expected to  have or result  in a material  adverse effect on the
value of the Company's Shares or on the business, assets, financial condition or
results of operations of the Company and its material subsidiaries considered as
a  whole. Such Material Adverse  Change is especially an  Effect that results in
the  amount of distributable funds required for the repurchase of the Shares and
Stock  Options pursuant  to the  Offer no  longer being  fully available for the
Company  or which would cause a material risk thereto. However, Material Adverse
Change does not include:

i.  Any  Effect  in  political,  financial,  industrial,  economic or regulatory
conditions  generally, as long as such an  Effect does not affect the ability of
the  Company to consummate  in a timely  manner the transactions contemplated in
the Offer Document that will be published later; or

ii.  Possible Effects  caused by  such actions  that the  Company has undertaken
voluntarily through its own initiative.

The  Company reserves the  right to waive,  to the extent  permitted by law, any
Condition  to Completion that has not  been fulfilled before the announcement of
the  final result of the Offer. A satisfaction  or a waiver of the Conditions to
Completion will be announced through a stock exchange release.

No Obligation to Raise or Compensate

The  provisions  on  the  obligation  to  raise and the obligation to compensate
referred  to in  Chapter 11, Section  25, of the  Finnish Securities Markets Act
would  not, pursuant to chapter 11, section 4, of the Finnish Securities Markets
Act, be applicable to the Offer.

Acceptance Procedure of the Offer

In connection with the acceptance of the Offer, shareholders or holders of Stock
Options  shall announce the number  of the Shares and/or  Stock Options that the
acceptance  concerns and  the book-entry  account for  such Shares  and/or Stock
Options.  The accepted number shall be announced separately for Shares and Stock
Options  and  for  each  book-entry  account.  Alternatively shareholders and/or
holders  of Stock Options may accept the offers in respect of all the Shares and
Stock Options on a specified book-entry account. The acceptances relating to the
same  book-entry account are  combined separately for  Shares and Stock Options.
Shareholders  and holders of  Stock Options of  the Company giving an acceptance
are  required to  have a  cash account  in a  financial institution operating in
Finland  or  abroad.  With  regard  to  those  shareholders and holders of Stock
Options  whose ownership is  nominee registered, the  account referred to in the
acceptance  form must  correspondingly be  in a  financial institution operating
either in Finland or abroad.

In the event a shareholder and/or holder of Stock Options has accepted the Offer
for  all the Shares and/or Stock Options owned by him per book-entry account and
new Shares and/or Stock Options are entered on such book-entry account after the
acceptance,  during the Offer Period or  extended Offer Period and/or during the
Subsequent  Offer Period defined in section "Terms and conditions of the Offer -
Offer Period" above, the shareholder and/or holder of Stock Options must contact
the  branch office where  the original acceptance  was given in  order to define
possible  acceptance of the  Offer for such  new Shares and/or  Stock Options in
connection to each change in the amount of new Shares and/or Stock Options. If a
shareholder  or a holder of  Stock Options does not  determine the acceptance of
the  Offer with regard to  such new Shares and/or  Stock Options, the acceptance
covers  the number of  Shares and/or Stock  Options that were  on the book-entry
account when the initial acceptance was given.

Also in a situation, in which a shareholder and/or a holder of Stock Options has
accepted  the Offer for some of the Shares and/or Stock Options owned by him per
book-entry account and new Shares and/or Stock Options are entered on such book-
entry  account after such  acceptance, the shareholder  and/or a holder of Stock
Options  shall determine the possible additional acceptance of the Offer for the
number  of Shares and/or  Stock Options he  wishes as described above. Otherwise
the  acceptance  covers  only  the  Shares  and/or  Stock Options that have been
accepted earlier.

Shareholders   and   holders   of  Stock  Options  may  only  accept  the  Offer
unconditionally.  An acceptance given during the Offer Period shall remain valid
also  until the end  of the possible  extended Offer Period  or the discontinued
extended  Offer Period. An  acceptance given during  the Subsequent Offer Period
will remain valid until the expiration of the Subsequent Offer Period.

Most of the Finnish book-entry account operators will send a notification of the
Offer,  including  instructions  and  the  relevant  acceptance  form  to  their
customers  who are registered as shareholders and/or holders of Stock Options in
the  shareholders' register of the Company  maintained by Euroclear Finland Ltd.
Shareholders   and/or   holders  of  Stock  Options  who  do  not  receive  such
notification from their account operator or asset manager can contact any branch
office of the cooperative banks belonging to the OP-Pohjola Group or Helsinki OP
Bank Plc where such shareholders shall receive the necessary information and can
give their acceptance.

A  shareholder and/or holder of Stock Options in the Company whose Shares and/or
Stock  Options are registered in the name of  a nominee and who wishes to accept
the   Offer  shall  give  such  acceptance  in  accordance  with  the  nominee's
instructions.

Pledged Shares and/or Stock Options may only be tendered with the consent of the
relevant pledgee. The relevant shareholder and/or holder of Stock Options in the
Company  shall be  responsible for  obtaining such  con-sent. The consent by the
pledgee shall be delivered in writing to the account operator or the nominee.

Book-entry account operators, asset managers, nominees or any other persons that
may  come to question  may charge a  fee for the  release of any  pledges or for
other possible measures to remove restrictions preventing a sale of the relevant
Shares or Stock Options according to their price lists.

Shareholders   in  the  Company  who  are  registered  as  shareholders  in  the
shareholders'  register of the Company and/or  holders of Stock Options who wish
to  accept  the  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  case such account  operator does not accept acceptance
forms  (e.g. Euroclear), such shareholder shall contact any branch office of the
cooperative  bank belonging to the  OP-Pohjola Group or Helsinki  OP Bank Plc to
give  his acceptance to  tender the Shares  and/or Stock Options. 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 or
the  nominee. In  the event  of a  Subsequent Offer  Period, the acceptance form
shall  be submitted so that  it is received during  the Subsequent Offer Period,
however,  always in  accordance with  the instructions  of the  relevant account
operator or the nominee.

The  method of  delivery of  acceptance forms  is at  the option and risk of the
shareholder  and/or the holder  of the Stock  Options, and the  delivery will be
deemed made only when actually received by such account operator, the nominee or
cooperative  bank belonging to the OP-Pohjola Group or Helsinki OP Bank Plc. The
Company  re-serves the right to  reject any acceptance given  in an incorrect or
incomplete manner.

By  accepting the Offer, the shareholders and/or holders of the Stock Options of
the  Company  authorize  Pohjola  Pankki  Plc  ("Pohjola  Pankki")  or  a  party
authorized  by Pohjola Pankki or the account operator managing the shareholder's
book-entry  account or the  nominee to enter  a transfer restriction  or a sales
reservation on the shareholder's book-entry account after the shareholder and/or
holder  of  Stock  Options  has  delivered  their  acceptance  of the Offer. The
transfer restriction or sales reservation applies to the number of Shares and/or
Stock  options on the shareholder's book-entry account for which the shareholder
and/or  holder of  the Stock  Options has  accepted the  Offer. In addition, the
shareholders  and/or holders  of the  Stock Options  who have accepted the Offer
authorize  Pohjola Pankki or a party authorized by Pohjola Pankki or the account
operator  managing his book-entry account or  nominee to perform other necessary
entries and to take all other actions required to technically execute the Offer,
to  contact  the  account  operator  of  such shareholder and/or holder of Stock
Options to verify the holding of the Shares and/or Stock Options, and to sell to
the  Company all the Shares and/or Stock Options held by such shareholder and/or
holder  of the  Stock Options  at the  time of  the execution trades carried out
under  the Offer   that are  validly tendered  in accordance  with the terms and
conditions of the Offer.

Shareholders  and/or holders  of Stock  Options that  have validly  accepted the
Offer  and have not properly with-drawn  their acceptance in accordance with the
terms  and conditions  of the  Offer may  not sell  or otherwise dis-pose of the
Shares  and/or Stock options for  which the Offer has  been accepted. A transfer
restriction in respect of the Shares and/or Stock Options shall be registered in
the relevant book-entry account after the account operator, branch office of the
cooperative  banks belonging to the OP-Pohjola Group  or Helsinki OP Bank Plc or
nominee  has received the acceptance  form. If the Offer  is not completed or if
the  tender is properly withdrawn by the  shareholder and/or the holder of Stock
Options  in accordance with the terms and  conditions of the Offer, the transfer
restriction  registered  on  the  tendered  Shares  and/or  Stock Options in the
relevant  book-entry ac-count  will be  removed as  soon as  possible and within
approximately three (3) Finnish banking days following the announcement that the
Offer  will  not  be  completed  or  the  receipt  of  a notice of withdrawal in
accordance  with the terms and conditions of  the Offer. If the number of Shares
and/or  Stock Options to be acquired is reduced as provided for later in section"Terms  and conditions of the Offer -  Exceeding the Maximum Number of Shares in
the  Offer",  the  transfer  restriction  shall  be  removed from the book-entry
account  for  the  reduced  amounts  on  or  around  the  execution  date of the
transactions. The timetables of the sale are described in more detail in section"Terms  and conditions of the Offer -  Terms of Payment and Settlement of Shares
and Stock Options" below.

Withdrawal Rights

In   accordance  with  Chapter  11, Section  16, subsection  1, of  the  Finnish
Securities  Market  Act,  the  Shares  and/or  Stock Options validly tendered in
accordance  with the terms and  conditions of the Offer  may be withdrawn at any
time  during the Offer Period or, if  the Offer Period has been extended, during
such  extended  Offer  Period,  until  the  Company  has  announced that all the
Conditions  to Completion have been fulfilled  or waived by the Company, thereby
declaring  the Offer unconditional.  After such announcement,  the Shares and/or
Stock Op-tions already tendered may no longer be withdrawn.

Proper  withdrawal of the Shares and/or  Stock Options validly tendered requires
that a written notice of withdrawal is submitted to the same account operator to
whom  the  acceptance  form  concerning  such  Shares  and/or  Stock Options was
submitted.  In case the  acceptance form concerning  Shares and/or Stock Options
was  submit-ted to a branch office of  the cooperative bank belonging to the OP-
Pohjola  Group  or  Helsinki  OP  Bank  Plc,  the  notice  of withdrawal must be
submitted to the same branch office. In the case of holdings that are registered
in  the  name  of  a  nominee,  shareholders  or  holders of Stock Options shall
instruct the nominee to submit the notice of withdrawal.

If  shareholders or  holders of  Stock Options  withdraw their acceptance of the
Offer  in accordance with  the terms and  conditions of the  Offer, the transfer
restriction  registered on the tendered Shares and Stock Options in 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 Offer.

Withdrawn  Shares  and/or  Stock  Options  may  be  re-tendered by following the
acceptance  procedures described in section "Terms and conditions of the Offer -
Acceptance  Procedure of the Offer" above at any time prior to the expiry of the
Offer  Period or, if the Offer Period has  been extended, prior to the expiry of
such extended Offer Period.

In  the event of a Subsequent Offer Period, the acceptance of the Offer shall be
binding and cannot be with-drawn, unless otherwise provided under mandatory law.

The account operator managing the relevant book-entry account or the nominee may
charge  a  fee  for  withdrawals  in  accordance  with  its  price lists. If the
acceptance  form has been delivered  to a branch office  of the cooperative bank
belonging to the OP-Pohjola Group or Helsinki OP Bank Plc, the branch office may
charge a fee for withdrawals in accordance with its price lists.

Exceeding the Maximum Number of Shares or Stock Options in the Offer

If  the aggregate number of Shares for which the Offer has been accepted exceeds
the  Maximum Number of Shares, the Offer  will be reduced per book-entry account
for the shareholders that have accepted the Offer in proportion to the number of
Shares  tendered  by  the  shareholders  so  that  the  total  number  of Shares
repurchased  in the  Offer does  not exceed  the Maximum  Number of  Shares. The
accepted  number of  shares (the  "Accepted Number  of Shares") shall be rounded
down for each book-entry account to the previous whole share.(2)

If  the aggregate number of Stock Options  for which the Offer has been accepted
exceeds  the Maximum Number of Stock Options, the Offer will be reduced per book
entry-account  for the holders of Stock Options  that have accepted the Offer in
proportion  to the  number of  Stock Options  tendered by  the holders  of Stock
Options  so that the total number of Stock Options repurchased in the Offer does
not  exceed the Maximum  Number of Stock  Options. The accepted  number of Stock
Options  (the "Accepted Number of Stock Options") shall be rounded down for each
book-entry account to the previous whole Stock Option.

The  Accepted Number  of Shares  and the  Accepted Number  of Stock Options with
regard  to  nominee  registered  shareholders  and  holders of Stock Options are
calculated for each shareholder or holder of Stock Options separately insofar as
the  Company receives  a reliable  account on  the division of Offer acceptances
between different nominee registered shareholders or holders of Stock Options.

If  the Maximum Number of Shares is exceeded during the Subsequent Offer Period,
the  provisions of this section regarding the  reduction of the number of Shares
to  be repurchased will only  apply to the Shares  offered during the Subsequent
Offer Period with regard to the shareholders that have accepted the Offer during
the  Sub-sequent Offer Period for each book-entry account in proportion to those
Shares  for which the shareholders have accepted the Offer during the Subsequent
Offer  Period in a way whereby the  aggregate number of Shares to be repurchased
in the Offer does not exceed the Maximum Number of Shares.

If  the Maximum Number of Stock Options  is exceeded during the Subsequent Offer
Period,  the provisions of this section regarding the reduction of the number of
Stock  Options to be  repurchased will only  apply to the  Stock Options offered
during  the Subsequent Offer Period  with regard to the  holder of Stock Options
that  has accepted the Offer  during the Subsequent Offer  Period for each book-
entry  account in  proportion to  those Stock  Options for  which the holders of
Stock  Options have accepted the  Offer during the Subsequent  Offer Period in a
way whereby the aggregate number of Stock Options to be repurchased in the Offer
does not exceed the Maxi-mum Number of Stock Options.

If  the number  of Shares  and/or Stock  Options to  be acquired is reduced, the
transfer  restriction  shall  be  removed  from  the  book-entry account for the
reduced  amounts  on  or  around  the  execution  date  of the transactions. The
timetables  of  the  sale  are  described  in  more detail in section "Terms and
conditions  of the Offer -  Terms of Payment and  Settlement of Shares and Stock
Options" below.

Announcing the Result of the Offer

The  Company will announce the preliminary result  of the Offer on or around the
first  (1st) Finnish banking day following the expiry of the Offer Period or, if
applicable,  the expiry  of the  extended or  discontinued Offer Period, and the
final  result on or around  the seventh (7th) Finnish  banking day following the
expiry  of the  Offer Period  or, if  applicable, the  expiry of the extended or
discontinued Offer Period. The announcement of the final result will confirm (i)
the  number of the Shares and Stock  Options that have been validly tendered and
not properly withdrawn and (ii) whether the Offer will be completed.

The  Company will announce  the initial number  of the Shares  and Stock Options
validly  tendered during  a possible  Subsequent Offer  Period on  or around the
first  (1st) Finnish  banking day  following the  expiry of the Subsequent Offer
Period  and the final number on or  around the seventh (7th) Finnish banking day
following the expiry of the Subsequent Offer Period.

Terms of Payment and Settlement of Shares and Stock Options

In  a situation, in  which the Offer  does not need  to be reduced in accordance
with  section "Terms and Conditions of the  Offer - Exceeding the Maximum Number
of  Shares or Stock Options  in the Offer", the  sale and purchase of the Shares
and Stock Options validly tendered and not properly withdrawn in accordance with
the  terms and conditions of  the Offer is expected  to be executed on the fifth
(5th)  Finnish banking day following  the expiry of the  Offer Period, or if the
Offer  Period has been extended  or discontinued, the expiry  of the extended or
discontinued Offer Period.

In  a situation, in which the Offer is being reduced in accordance with section"Terms  and Conditions of the Offer -  Exceeding the Maximum Number of Shares or
Stock  Options in  the Offer",  the sale  and purchase  of the  Shares and Stock
Options validly tendered and not properly withdrawn in accordance with the terms
and  conditions of  the Offer  is expected  to be  executed on  the tenth (10th)
Finnish  banking day following the  expiry of the Offer  Period, or if the Offer
Period  has  been  extended  or  discontinued,  the  expiry  of  the extended or
discontinued Offer Period.

The  sale and purchase of the Shares and Stock Options will take place on NASDAQ
OMX Helsinki subject to the rules applicable to securities trading on NASDAQ OMX
Helsinki.  Otherwise the sale and purchase of the Shares will take place outside
of NASDAQ OMX Helsinki.

Settlement  is  effected  on  or  about  the  second  (2nd)  Finnish banking day
following  the above completion trades (the  "Settlement Date"). The Share Offer
Price and Stock Option Offer Price shall be paid on the Settlement Date into the
bank  account connected  to the  shareholder's and/or  holder's of Stock Options
book-entry  account or, in the case of  shareholders or holders of Stock Options
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  or a holder of Stock Options is
with  a different banking institution than such holder's book-entry account, the
Offer Price of a Share and/or a Stock Option is paid to the shareholder's and/or
holder's  of Stock Options bank account, or in the case of those shareholders or
holders of Stock Options whose holdings are registered in the name of a nominee,
into  the bank account specified in the  acceptance form, in accordance with the
schedule,  rules  and  potential  restrictions  of  money  transactions be-tween
banking  institutions,  so  that  the  payment  is  on  the  bank account of the
shareholder  or the holder  of Stock Options,  or with regard  to a holder whose
holdings  are registered in the name of a nominee, in the bank account specified
in the acceptance form, approximately two (2) Finnish banking days following the
Settlement  Date, at the  latest, if the  account is in  a financial institution
operating  in  Finland,  and  in  approximately  five  (5)  days  following  the
Settlement  Date,  at  the  latest,  if  the  account  is in a foreign financial
institution. The bank account number shall be in the IBAN format.

In  the event of a Subsequent Offer Period, the Company shall in connection with
the  announcement thereof announce  the terms of  payment and settlement for the
Shares  and Stock Options tendered during  the Subsequent Offer Period. The sale
and purchase of the Shares and Stock Options validly tendered in accordance with
the  terms and conditions of the Offer during the Subsequent Offer Period shall,
however, be executed at least within two (2) weeks intervals.

The  Company reserves the right to postpone the  payment of the Offer Price of a
Share  or a  Stock Option  if payment  is prevented  or suspended due to a force
majeure  event. The Company shall  effect such payment as  soon as possible once
the force majeure event preventing or suspending payment is resolved.

Shares Becoming Null and Void

All  the Shares and Stock Options transferred  in the Offer will become null and
void  as  part  of  the  settlement  of  the  completion  trades  of  the Offer,
tentatively  on the Settlement Date,  so that the Shares  and Stock Options will
not come to the Company's possession. By accepting the Offer, the shareholder or
the  holder of Stock Options  accepts that all the  Shares and Stock Options for
which  the Offer has validly been accepted will  become null and void as part of
settling  the trades.  The Shares  and Stock  Options will  be transferred, when
necessary,  to a book-entry account and/or  a technical issue account determined
by the Company or Euroclear for becoming null and void.

Effects of the Offer on the Company's Equity

The profit and retained earnings evidenced by the Company's financial statements
dated  on July 1, 2015 are used for executing the Offer. As a consequence of the
Offer,  retained  earnings  will  decrease  by  a maximum of EUR 595 million. In
addition,  the costs related to  the Offer process, as  well as any transfer tax
payable on the sale of the Shares and Stock Options, will decrease the Company's
result for the current financial period.

Using Stock Options during the Offer

The previously released listing schedule of the shares that have been subscribed
for with Stock Options regarding the end of the year 2015 is as follows:

i.  The shares that have been  subscribed for by August 17, 2015, including this
day,  were registered  in the  Finnish Trade  Register on  September 1, 2015 and
listed on September 2, 2015;

ii. The shares that have been subscribed for by October 14, 2015, including this
day, are expected to be registered and listed on October 29, 2015; and

iii.  The shares that  have been subscribed  for by November 30, 2015, including
this day, are expected to be registered and listed on December 15, 2015.

If  a  holder  of  Stock  Options  has  made a notification of exercise of Stock
Options  for subscribing the Shares of the Company, such holder of Stock Options
may  not  accept  the  Offer  with  regard  to  such  Stock  Options. The Shares
subscribed  for with  Stock Options  shall be  registered as usual in accordance
with  the schedule presented above,  after which the Offer  may be accepted with
regard  to the new shares registered in such registration in accordance with its
terms,  provided that  the Offer  Period of  the Offer  or the  Subsequent Offer
Period is still on-going. Shares that have been subscribed for pursuant to Stock
Options  shall not be registered continuously. In-stead they shall be registered
in tranches at the registration times set as above.

If  a holder  of Stock  Options offers  his Stock  Options for repurchase by the
Company  in the  Offer, he  may not  use them  for subscription  of Shares. If a
holder  of Stock Options has offered his  Stock Options for  a repurchase in the
Offer  and the number of  the offered Stock Options  is reduced due to exceeding
the  Maximum  Number  of  Stock  Options  in  accordance with section "Terms and
conditions  of the Offer - Exceeding the  Maximum Number of Shares in the Offer,
the  notification of exercise of a Stock Option with regard to such non-accepted
Stock  Options that are not repurchased in the  Offer may be made as usual after
the completion of the Offer.

Transfer Tax and Other Fees

The  Company will pay the  Finnish transfer tax, if  any, payable on the sale of
the  Shares and Stock Options. However, the Company shall not be responsible for
the possible transfer tax duty of a person who has received Stock Options on the
basis  of an employment  relationship resulting from  the disposal of such Stock
Options, as provided above in the section "Background to the Offer".

Fees charged by account operators, asset managers, nominees or any other persons
that  may  come  to  question  for  registering  the  release  of any pledges or
securities  or other  possible restrictions  preventing a  sale of  the relevant
Shares  or Stock Options, as well as fees relating to a withdrawal of the tender
by  a shareholder or a holder of Stock Options in accordance with section "Terms
and  conditions of the Offer  - Withdrawal Rights" above,  will be borne by each
shareholder  and holder of  Stock Options. The  Company shall be responsible for
other  customary  fees  relating  to  book-entry  registrations required for the
purposes  of the  Offer, transactions  of the  Shares and Stock Options tendered
under  the Offer or  the payment of  the Share Offer  Price and the Stock Option
Offer Price, respectively.

Other Issues

The Company reserves the right to amend the terms and conditions of the Offer in
accordance  with Chapter 11, Section 15, subsection  2 of the Finnish Securities
Markets Act.

The  Company's Board of Directors is authorized to decide at their discretion on
all  other issues concerning  the Offer, to  perform all the measures concerning
the  Offer within  the limits  set by  applicable law  and to  make decisions on
behalf of the Company in matters where the Company has been left discretion.

The Company's Board of Directors may also decide on such amendments to the terms
and  conditions of the Offer  that are technical in  nature or necessary for the
completion  of the Offer, for example on delaying the commencement of the Offer,
if the approval of the Offer Document is delayed.

These  terms  and  conditions  have  been  prepared  in the Finnish language and
translated  into English. In the interpretation of the terms and conditions, the
Finnish language version shall prevail.

Limitations on the Offer outside Finland

The  Offer is not  being made and  the Shares and  the Stock Options will not be
accepted  for purchase from or on behalf of any persons, directly or indirectly,
in  the United States or in any  jurisdiction where prohibited by applicable law
and  this 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, facsimile  transmission, e-mail  or telephone. In particular,
the  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 of interstate or
foreign  commerce of, or any facilities of a national securities exchange of the
United  States, Canada, Japan, Australia, South Africa or Hong Kong or any other
jurisdiction  where prohibited by law. The Offer  cannot be accepted by any such
use,  means  or  instrumentality  of  or  from within the United States, Canada,
Japan,  Australia, South Africa  or Hong Kong  or any other  jurisdiction or any
jurisdiction where prohibited by law.

Each  person  accepting  the  Offer  will  in connection with such acceptance be
deemed to have represented and warranted to the Company that it is not accepting
the Offer from within the United States or any other jurisdiction where doing so
would  constitute a violation of  the laws of such  jurisdiction and that it has
not  received or submitted the acceptance forms, the Offer Document or any other
documents  relating to the Offer from within the United States or any such other
jurisdiction,  or by the use  of the mails or  any other means or instruments of
interstate or foreign commerce (inter alia, transmission by fax, copy, telephone
or internet) of the United States.

(1)  According to the stock exchange release  published by the Company on August
24, 2015 and  the  decision  of  the  Extraordinary General Meeting on September
14, 2015, the  Offer concerns a maximum of 124,747,351 Shares in the Company and
in  addition a  maximum of  252,648 Stock Options,  provided that  the aggregate
consideration paid for the Shares may be no more than EUR 593,797,392.67 and for
the  Stock Options  no more  than EUR  1,202,607.33. As the  Offer price for the
Shares  has  been  determined  based  on  the  period  between September 15, and
September  21, 2015, the Maximum Number of the  Shares has been adjusted in this
Offer  Document based on the  Share Offer Price of  EUR 5.06 for a Share and the
maximum total consideration of EUR 593,797,392.67 payable for the Shares so that
the  Offer  concerns  a  maximum  of  117,351,263 Shares  in  the Company and in
addition a maximum of 252,648 Stock Options. The Maximum Number of Stock Options
has  been  determined  based  on  the  maximum  number  of  Stock  Options to be
repurchased pursuant to the resolution of the general meeting.

(2)  According to the stock exchange release  published by the Company on August
24, 2015 and  the  decision  of  the  Extraordinary General Meeting on September
14, 2015, the  Offer concerns a maximum of 124,747,351 Shares in the Company and
in  addition a maximum of 252,648 Stock Options,  provided that in the Offer the
aggregate   consideration   paid  for  the  Shares  may  be  no  more  than  EUR
593,797,392.67 and  for the Stock Options no  more than EUR 1,202,607.33. As the
Offer  Price for  the Shares  has been  determined based  on the  period between
September  15, 2015 and September 21, 2015, the Maximum Number of the Shares and
Stock  Options has  been calculated  in this  Offer Document  based on the Share
Offer  Price of EUR 5.06 for a Share  and the maximum total consideration of EUR
593,797,392.67 payable  for the Shares  so that the  Offer concerns a maximum of
117,351,263 Shares  in the  Company and  in addition  a maximum of 252,648 Stock
Options.  The Maximum Number of  Stock Options has been  determined based on the
maximum  number of Stock Options to be repurchased pursuant to the resolution of
the  general meeting. In accordance with  the calculation model presented in the
stock  exchange release and the proposal of  the Board of Directors dated August
24, 2015, section  "Terms and  conditions of  the Offer  - Exceeding the Maximum
Number  of Shares or Stock Options in the  Offer" of the terms and conditions of
the  Offer has been defined in comparison to the decision of the general meeting
by removing the references to exceeding the Maximum Consideration in the Offer.


[HUG#1953790]