Pöyry - Tender offer

Pöyry PLC: ÅF has published an update on its tender offer of Pöyry

Pöyry PLC: ÅF has published an update on its tender offer of Pöyry

Pöyry PLC         Stock Exchange Release 14 December 2018 at 10:00 p.m. (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 has published an update on its tender offer of Pöyry

ÅF AB (publ) ("ÅF") and Pöyry PLC ("Pöyry") have on 10 December 2018 announced
that ÅF will make a recommended voluntary public cash tender offer to purchase
all issued and outstanding shares in Pöyry (the "Tender Offer") at a price of
EUR 10.20 per share (the "Offer Price").

According to a stock exchange release ÅF has published today, in addition to the
irrevocable undertakings already received from certain large shareholders in
Pöyry representing approximately 52.3 percent of the shares and votes in Pöyry
(corresponding to 54.1 percent of the outstanding shares in Pöyry), as announced
on 10 December 2018, ÅF has, as of the date of its announcement, purchased 10.4
percent of the outstanding shares in Pöyry and received additional irrevocable
undertakings from Elo Mutual Pension Insurance Company, Veritas Pension
Insurance Company Ltd. and Louise and Göran Ehrnrooth Foundation sr.
Furthermore, ÅF has received irrevocable undertakings from the President and CEO
of Pöyry, Martin à Porta and from the CFO of Pöyry, Juuso Pajunen. According to
ÅF, together the additional irrevocable undertakings represent 6.8 percent of
the outstanding shares in Pöyry. According to ÅF, it has thus received
irrevocable undertakings from shareholders representing a total of 60.9 percent
of the outstanding shares in Pöyry and the total of ÅF's ownership in Pöyry
(including unsettled shares) and the irrevocable undertakings to accept the
Tender Offer represent a total of 71.3 percent of Pöyry's outstanding shares.

ÅF has also stated in its release that in order to assist Pöyry's shareholders
in their evaluation of the Tender Offer, ÅF wishes to clarify that it considers
the Offer Price to represent the full value of Pöyry and that ÅF will not
increase the Offer Price.

ÅF's release referred to above is attached to this stock exchange release in its
entirety. Further information about the Tender Offer and the planned combination
of ÅF and Pöyry can be found at: www.drivinggrowthtogether.com.

PÖYRY PLC

Additional information:

Juuso Pajunen, CFO
Tel. +358 10 33 26632


Attachment: ÅF's Stock Exchange Release 14 December 2018



Pöyry  is an international consulting and engineering company.  We serve clients
across   power   generation,   transmission  &  distribution,  forest  industry,
biorefining   &   chemicals,   mining  &  metals,  infrastructure  and  water  &
environment.  Together,  we  deliver  smart  solutions  and work with the latest
digital  innovations.  Pöyry's  net  sales  in  2017 were  EUR  522 million. The
company's  shares are quoted on Nasdaq Helsinki. Approximately 5500 experts. 40
countries. 115 offices.

In  2018 Pöyry is  proud to  be celebrating  its 60th Anniversary, together with
employees, clients and partners.

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 expected to be 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  press 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.



Pöyry is an international consulting and engineering company.  We serve clients
across power generation, transmission & distribution, forest industry,
biorefining & chemicals, mining & metals, infrastructure and water &
environment. Together, we deliver smart solutions and work with the latest
digital innovations. Pöyry's net sales in 2017 were EUR 522 million. The
company's shares are quoted on Nasdaq Helsinki. Approximately 5500 experts. 40
countries. 115 offices.

In 2018 Pöyry is proud to be celebrating its 60(th) Anniversary, together with
employees, clients and partners.


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Attachments:

ENG Offeror Release 14 Dec 2018.pdf