Biotie Therapies - Company Announcement

THE FINNISH FINANCIAL SUPERVISORY AUTHORITY HAS APPROVED THE TENDER OFFER DOCUMENT, ACORDA WILL COMMENCE THE VOLUNTARY PUBLIC TENDER OFFER ON 11 MARCH 2016

BIOTIE THERAPIES CORP.         STOCK  EXCHANGE  RELEASE    10 March 2016, 5.45
p.m.



THE FINNISH FINANCIAL SUPERVISORY AUTHORITY HAS APPROVED THE TENDER OFFER
DOCUMENT, ACORDA WILL COMMENCE THE VOLUNTARY PUBLIC TENDER OFFER ON 11 MARCH
2016

Biotie Therapies Corp. ("Biotie" or the "Company") has announced on 19 January
2016 that the Company and Acorda Therapeutics, Inc. ("Acorda") have entered into
a combination agreement whereby Acorda will make a public tender offer to
purchase all of the issued and outstanding shares, American Depositary Shares,
stock options, share units and warrants in Biotie that are not owned by Biotie
or any of its subsidiaries (the "Tender Offer").

Biotie has been informed by Acorda that the Finnish Financial Supervisory
Authority has today approved the tender offer document relating to the Tender
Offer and that the acceptance period under the Tender Offer will commence on 11
March 2016 at 9:30 am Finnish time and preliminarily expire on 8 April 2016 at
4 pm Finnish time.

Acorda's release is enclosed to this stock exchange release as an attachment.


Turku, 10 March 2016

Biotie Therapies Corp.
Timo Veromaa
President and CEO

For further information, please contact:
Virve Nurmi, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: virve.nurmi@biotie.com

DISTRIBUTION:
www.biotie.com
Nasdaq Helsinki Ltd
Main Media

INFORMATION REGARDING BIOTIE

Biotie is a specialized drug development company focused on products for
neurodegenerative and psychiatric disorders. Biotie's development has delivered
Selincro (nalmefene) for alcohol dependence, which received European marketing
authorization in 2013 and is currently being marketed across Europe by partner
Lundbeck. The current development products include tozadenant for Parkinson's
disease, which is in Phase 3 development, and two additional compounds which are
in Phase 2 development for cognitive disorders including Parkinson's disease
dementia, and primary sclerosing cholangitis (PSC), a rare fibrotic disease of
the liver.

INFORMATION REGARDING ACORDA

Founded in 1995, Acorda is a biotechnology company focused on developing
therapies that improve the lives of people with neurological disorders, with its
common stock listed on Nasdaq US.

Acorda has an industry leading pipeline of novel neurological therapies
addressing a range of disorders, including multiple sclerosis, Parkinson's
disease, post-stroke walking deficits, epilepsy and migraine. Acorda markets
three FDA-approved therapies, including AMPYRA (dalfampridine) Extended Release
Tablets, 10 mg.

ADDITIONAL INFORMATION

The  Tender Offer  described in  this release  has not  yet commenced,  and this
release  is neither an offer to purchase nor  a solicitation of an offer to sell
securities. On the date the Tender Offer is commenced, Acorda will file with the
Securities  and  Exchange  Commission  (the  "SEC")  a tender offer statement on
Schedule  TO. Investors  and holders  of Biotie  equity securities  are strongly
advised  to read  the tender  offer statement,  including the offer to purchase,
letter of transmittal, acceptance forms and other related tender offer documents
and  the  related  solicitation/recommendation  statement on Schedule 14D-9 that
will  be  filed  by  Biotie  with  the  SEC, because they will contain important
information. These documents will be available at no charge on the SEC's website
at www.sec.gov upon the commencement of the Tender Offer. In addition, a copy of
the   Tender   Offer  Document  and  related  documents  may  be  obtained  upon
commencement  of the Tender Offer free of  charge at www.acorda.com or Office of
the Corporate Secretary, 420 Saw Mill River Road, Ardsley, New York 10502.

In  addition  to  the  Schedule  TO,  Acorda files annual, quarterly and special
reports,  proxy statements and other information with  the SEC. You may read and
copy  any reports, statements  or other information  filed by Acorda  at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call
the  SEC at 1-800-SEC-0330 for further information on the public reference room.
Acorda's  filings with the SEC are also  available to the public from commercial
document-retrieval  services  and  at  the  website  maintained  by  the  SEC at
www.sec.gov.

THE  TENDER OFFER WILL  NOT BE MADE  DIRECTLY OR INDIRECTLY  IN ANY JURISDICTION
WHERE  EITHER AN OFFER OR PARTICIPATION  THEREIN 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 AND THE UNITED STATES.

IN  ADDITION, THE TENDER OFFER DOCUMENT,  THE RELATED DOCUMENTS AND THIS RELEASE
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, CANADA, JAPAN, AUSTRALIA,
SOUTH  AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE,
MEANS  OR INSTRUMENTALITY OR FROM WITHIN  CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG.

This release is for informational purposes only and does not constitute a tender
offer document or an offer, solicitation of an offer or an invitation to a sales
offer.  Potential investors in Finland shall accept the Tender Offer only on the
basis  of the information provided in the tender offer document once approved by
the Finnish Financial Supervisory Authority and related materials.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this announcement are forward-looking
statements, including statements regarding the expected consummation of the
acquisition, which involves a number of risks and uncertainties, including the
satisfaction of closing conditions for the acquisition, such as regulatory
approval for the transaction and the tender of at least 90% of the outstanding
shares and voting rights of the Company, the possibility that the transaction
will not be completed and other risks and uncertainties discussed in the Tender
Offer documents to be filed by Acorda and the solicitation/recommendation
statement to be filed by the Company. These statements are based on current
expectations, assumptions, estimates and projections, and involve known and
unknown risks, uncertainties and other factors that may cause results, levels of
activity, performance or achievements to be materially different from any future
statements. These statements are generally identified by words or phrases such
as "believe", "anticipate", "expect", "intend", "plan", "will", "may", "should",
"estimate", "predict", "potential", "continue" or the negative of such terms or
other similar expressions. If underlying assumptions prove inaccurate or unknown
risks or uncertainties materialize, actual results and the timing of events may
differ materially from the expected results and/or timing discussed in the
forward-looking statements, and you should not place undue reliance on these
statements. Acorda and the Company disclaim any intent or obligation to update
any forward-looking statements as a result of developments occurring after the
period covered by this announcement or otherwise.
Attachment: The Acorda pre-commencement release


ACORDA THERAPEUTICS, INC. PRE-COMMENCEMENT RELEASE

10 March 2016 at 3:55 pm (EET) / 9:00 am (New York Time)

THE TENDER OFFER DESCRIBED IN THIS RELEASE HAS NOT YET COMMENCED AND THIS
RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL
SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY
OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE
LAW.

ACORDA THERAPEUTICS, INC. WILL COMMENCE THE VOLUNTARY PUBLIC TENDER OFFER FOR
ALL OF THE ISSUED AND OUTSTANDING SHARES, AMERICAN DEPOSITARY SHARES, STOCK
OPTIONS, SHARE UNITS AND WARRANTS IN BIOTIE THERAPIES CORP. ON 11 MARCH 2016

As announced on 19 January 2016, Acorda Therapeutics, Inc. (Nasdaq: ACOR)
("Acorda" or the "Offeror") and Biotie Therapies Corp. (Nasdaq Helsinki:
BTH1V;Nasdaq: BITI) ("Biotie" or the "Company") have on 19 January 2016 entered
into a Combination Agreement under which they agree to combine the operations of
Acorda and Biotie. In order to effect the combination, Acorda will commence on
11 March 2016 a voluntary public tender offer (the "Tender Offer") to purchase
all of the issued and outstanding shares ("Shares"), American Depositary Shares
("ADSs"), stock options ("Option Rights"), share units ("Share Rights") and
warrants ("Warrants") in Biotie that are not owned by Biotie or any of its
subsidiaries (such Biotie securities, collectively, the "Equity Interests").

The Finnish Financial Supervisory Authority has today approved the tender offer
document relating to the Tender Offer (the "Tender Offer Document"). The
acceptance period under the Tender Offer will commence on 11 March 2016 at 9:30
am (Finnish time) and expire on 8 April 2016 at 4 pm (Finnish time) (as such
period may be extended, the "Offer Period"). The Offeror reserves the right to
extend the Offer Period from time to time in accordance with the terms and
conditions of the Tender Offer.

The offer price for each Share validly tendered in the Tender Offer will be EUR
0.2946 in cash, representing a premium of approximately 95 per cent compared to
the closing price of the Biotie shares on Nasdaq Helsinki Ltd. ("Nasdaq
Helsinki") on 18 January 2016, the last trading day on Nasdaq Helsinki preceding
the announcement of the Tender Offer, approximately 87 per cent compared to the
3 month volume-weighted average trading price on Nasdaq Helsinki prior to such
announcement, and approximately 72 per cent compared to the 6 month volume-
weighted average trading price on Nasdaq Helsinki prior to such announcement.

The offer price for each outstanding ADS validly tendered in the Tender Offer
will be EUR 23.5680 in cash, payable in the equivalent amount of U.S. dollars
determined as near to the payment date as reasonably practicable based on the
U.S. dollar spot rate against the euro exchange rate on the nearest practicable
day to the closing date of the Tender Offer. Using the 5-day average of the USD
to EUR exchange rate prior to the announcement of the Tender Offer, this would
be equivalent to 25.60 USD per ADS in cash and represent a premium of
approximately 94 percent compared to the closing price of the Biotie ADSs on the
Nasdaq Global Select Market ("Nasdaq US") on 15 January 2016, the last trading
day on the Nasdaq US preceding the announcement of the Tender Offer.

The offer prices for outstanding Option Rights validly tendered in the Tender
Offer will be:

(i).           EUR 0.2846 in cash for each 2011 Option Right;

(ii).          EUR 0.2846 in cash for each 2014 Option Right;

(iii).         EUR 0.1326 in cash for each 2016 Option Right payable, at the
option of the holder, in euros or the equivalent amount of U.S. dollars
determined as near to the payment date as reasonably practicable based on the
U.S. dollar spot rate against the euro exchange rate on the nearest practicable
day to the closing date of the Tender Offer;

(iv).         EUR 0.2032 in cash for each Swiss Option Right with a per Share
subscription price of CHF 0.10;

(v).          EUR 0.1026 in cash for each Swiss Option Right with a per Share
subscription price of CHF 0.21;

(vi).         EUR 0.0386 in cash for each Swiss Option Right with a per Share
subscription price of CHF 0.28;

(vii).        EUR 0.0112 in cash for each Swiss Option Right with a per Share
subscription price of CHF 0.31; and,

(viii).       EUR 0.0100 in cash for each other Swiss Option Right.

The offer prices for outstanding Share Rights validly tendered in the Tender
Offer are (i) EUR 0.2946 in cash for each 2011 Share Right, and (ii) EUR 0.2854
in cash for each 2014 Share Right, payable, in each case, at the option of the
holder, in euros or the equivalent amount of U.S. dollars determined as near to
the payment date as reasonably practicable based on the U.S. dollar spot rate
against the euro exchange rate on the nearest practicable day to the applicable
closing date.

The offer price for each outstanding Warrant validly tendered in the Tender
Offer is EUR 0.1664 in cash.

Certain Biotie shareholders and ADS holders representing in total approximately
65 percent of the outstanding shares and votes in Biotie on a fully diluted
basis have subject to certain customary conditions irrevocably undertaken to
accept the Tender Offer, including all the holders of Biotie Warrants and
members of the management team of Biotie.

After careful consideration, the board of directors of the Company has
determined that the Combination Agreement and the transactions contemplated
thereby, including the Tender Offer, are advisable, fair to and in the best
interests of the Company and the holders of the Equity Interests. Accordingly,
the board of directors of the Company has recommended that the holders of Equity
Interests accept the Tender Offer and tender their Equity Interests to the
Offeror in the Tender Offer.

In connection with such evaluation, the Board of Directors of Biotie considered
numerous factors, including the opinion of Guggenheim Securities, LLC, dated
January 19, 2016, to the Board of Directors of Biotie as to the fairness, from a
financial point of view and as of such date, of the EUR 0.2946 per Share cash
consideration to be received in the Tender Offer by the holders of Shares and
ADSs (other than Acorda and its affiliates), which opinion was based on the
matters considered, the procedures followed, the assumptions made and various
limitations of and qualifications to the review undertaken as more fully
described therein.

Upon commencement of the Tender Offer, the Tender Offer Document will be
available in Finnish at the branch offices of the cooperative bank belonging to
the OP Financial Group or Helsinki OP Bank Ltd. and at Nasdaq Helsinki,
Fabianinkatu 14, FI-00130 Helsinki, Finland. The Tender Offer Document will also
be available in Finnish and English at the offices of the Offeror at Office of
the Corporate Secretary, 420 Saw Mill River Road, Ardsley, NY, 10502 and on the
internet at www.op.fi/merkinta, http://ir.acorda.com/investors/Biotie-Therapies-
Tender-Offer/default.aspx and www.biotie.com/sijoittajat.

After commencement of the Tender Offer, most Finnish book-entry account
operators will send a notification of the Tender Offer, including instructions
and the acceptance form for Shares, to their customers who are registered as
shareholders in the shareholders' register of the Company maintained by
Euroclear Finland Ltd. ("Euroclear"). Shareholders 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 Financial Group or Helsinki
OP Bank Ltd. where such shareholders will receive necessary information.

After commencement of the Tender Offer, a shareholder in the Company who is
registered as a shareholder in the shareholders' register of the Company and who
wishes to accept the Tender 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, which may be prior to the expiry of the Offer
Period, or, if such account operator does not accept acceptance forms (e.g.
Euroclear), such shareholder shall contact any branch office of the cooperative
banks belonging to the OP Financial Group or Helsinki OP Bank Ltd. to receive
necessary information. The acceptance form will be available upon commencement
of the Tender Offer and must be submitted so that it is received on or before
the expiry of the Offer Period, subject to and in accordance with the
instructions of the relevant account operator.

Holders of ADSs may tender their ADSs during the Offer Period by taking, or
causing to be taken, the necessary actions described in the Tender Offer
Document on or before the expiry of the Offer Period.

The acceptance procedure for Option Rights, Share Rights and Warrants depends on
whether such Equity Interests are in book-entry form or certificated. All 2011
Option Rights, the 2014 Option Rights in the 2014A tranche and all Warrants
("Uncertificated Equity Instruments") are registered in the Finnish book-entry
securities system. The 2014 Option Rights in the 2014B, 2014C, 2014D and 2014M
tranches, all 2016 Option Rights, all Swiss Option Rights, all 2011 Share Rights
and all 2014 Share Rights ("Certificated Equity Instruments") are certificated
and have not been registered in the Finnish book-entry securities system.

After commencement of the Tender Offer, most of the Finnish book-entry account
operators will send a notification of the Tender Offer, including instructions
and an acceptance form for Uncertificated Equity Instruments to their customers
who are holders of Uncertificated Equity Instruments. A holder of Uncertificated
Equity Instruments who wishes to accept the Tender Offer shall submit a properly
completed and duly executed acceptance form for Uncertificated Equity
Instruments to the account operator managing the holder's book-entry account in
accordance with its instructions and within the time limit set by the account
operator, which may be prior to the expiry of the Offer Period, or, if such
account operator does not accept acceptance forms (e.g. Euroclear), such holder
of Uncertificated Equity Instruments shall contact any branch office of the
cooperative banks belonging to the OP Financial Group or Helsinki OP Bank Ltd.
to receive necessary information. The acceptance form will be available upon
commencement of the Tender Offer and must be submitted so that it is received
before expiry of the Offer Period, subject to and in accordance with the
instructions of the relevant account operator.

A holder of Certificated Equity Instruments may only accept the Tender Offer in
respect of Certificated Equity Instruments registered in his or her name in the
Company's register for such Certificated Equity Instruments on the date of
acceptance of the Tender Offer. A holder of Certificated Equity Instruments must
have a cash account in a financial institution operating in Finland or abroad.
After commencement of the Tender Offer, Pohjola Bank will send a notification of
the Tender Offer, including instructions and an acceptance form for Certificated
Equity Instruments, to all holders of Certificated Equity Instruments who are
registered during the Offer Period in the registry of holders of Certificated
Equity Instruments held by the Company.

Holders of Certificated Equity Instruments or Uncertificated Equity Instruments
who do not receive such information from their account operator, asset manager
or Pohjola Bank can contact the call service of OP Financial Group at (+358) (0)
100 0500 for assistance.

A shareholder or holder of Uncertificated Equity Instruments in the Company
whose Shares or Uncertificated Equity Instruments are registered in the name of
a nominee and who wishes to accept the Tender Offer shall effect such acceptance
in accordance with the nominee's instructions.

The completion of the Tender Offer is subject to the satisfaction of the
conditions described under Section 4.2 of the Tender Offer Document. The Tender
Offer is not subject to a financing condition. The Offeror reserves the right to
waive any conditions to completion of the Tender Offer.

The Offeror will announce the preliminary result of the Tender Offer on the
first (1st) Finnish banking day following the expiry of the Offer Period or, if
applicable, the extended Offer Period and will announce the final result on or
about the third (3rd) Finnish banking day following the expiry of the Offer
Period or, if applicable, the extended Offer Period. The announcement of the
preliminary result will confirm (i) the initial percentage of the Shares and
Option Rights that have been validly tendered and not properly withdrawn and
(ii) whether the Offeror will complete the Tender Offer and accept the Equity
Interests tendered into the Tender Offer.

The detailed terms and conditions that will apply upon commencement of the
Tender Offer have been enclosed in their entirety as an annex to this release
(Annex 1).

Lazard, MTS Health Partners and J.P. Morgan Securities LLC are serving as
financial advisors, and Kirkland & Ellis LLP, Roschier Attorneys Ltd., Covington
& Burling LLP and Jones Day LLP are serving as legal advisors to Acorda in
connection with the tender offer. Guggenheim Securities is serving as Biotie
Therapies' financial advisor, and Davis Polk & Wardwell LLP and Hannes Snellman
Attorneys Ltd. are serving as Biotie's legal advisors. Pohjola Capital Markets
Financing department of Pohjola Bank plc acts as the arranger of the Tender
Offer.

10 March 2016

ACORDA THERAPEUTICS, INC.

Annex 1: Terms and conditions of the Tender Offer

FURTHER INFORMATION

For further information, please contact:

Felicia Vonella, Investor relations

Tel. + 1 914 326 5146, e-mail: fvonella@acorda.com

About Acorda Therapeutics

Founded in 1995, Acorda Therapeutics is a biotechnology company focused on
developing therapies that restore function and improve the lives of people with
neurological disorders.

Acorda has an industry leading pipeline of novel neurological therapies
addressing a range of disorders, including Parkinson's disease, epilepsy, post-
stroke walking deficits, migraine, and multiple sclerosis. Acorda markets three
FDA-approved therapies, including AMPYRA® (dalfampridine) Extended Release
Tablets, 10 mg.

For more information, please visit www.acorda.com.

About Biotie Therapies

Biotie is a specialized drug development company focused on products for
neurodegenerative and psychiatric disorders. Biotie's development has delivered
Selincro (nalmefene) for alcohol dependence, which received European marketing
authorization in 2013 and is currently being rolled out across Europe by partner
H. Lundbeck A/S. The current development products include tozadenant for
Parkinson's disease, which is in Phase 3 development, and two additional
compounds which are in Phase 2 development for cognitive disorders including
Parkinson's disease dementia, and primary sclerosing cholangitis (PSC), a rare
fibrotic disease of the liver.

For more information, please visit www.biotie.com.

Forward-Looking Statements

This press release includes forward-looking statements. All statements, other
than statements of historical facts, regarding management's expectations,
beliefs, goals, plans or prospects should be considered forward-looking. These
statements are subject to risks and uncertainties that could cause actual
results to differ materially, including:  the ability to complete the Biotie
transaction on a timely basis or at all; the ability to realize the benefits
anticipated from the Biotie and Civitas transactions, among other reasons
because acquired development programs are generally subject to all the risks
inherent in the drug development process and our knowledge of the risks
specifically relevant to acquired programs generally improves over time; the
ability to successfully integrate Biotie's operations and Civitas' operations,
respectively, into our operations; we may need to raise additional funds to
finance our expanded operations and may not be able to do so on acceptable
terms; our ability to successfully market and sell Ampyra in the U.S.; third
party payers (including governmental agencies) may not reimburse for the use of
Ampyra or our other products at acceptable rates or at all and may impose
restrictive prior authorization requirements that limit or block prescriptions;
the risk of unfavorable results from future studies of Ampyra or from our other
research and development programs, including CVT-301, Plumiaz, or any other
acquired or in-licensed programs; we may not be able to complete development of,
obtain regulatory approval for, or successfully market CVT-301, Plumiaz, any
other products under development, or the products that we would acquire if we
complete the Biotie transaction; the occurrence of adverse safety events with
our products; delays in obtaining or failure to obtain and maintain regulatory
approval of or to successfully market Fampyra outside of the U.S. and our
dependence on our collaborator Biogen in connection therewith; competition;
failure to protect our intellectual property, to defend against the intellectual
property claims of others or to obtain third party intellectual property
licenses needed for the commercialization of our products; and failure to comply
with regulatory requirements could result in adverse action by regulatory
agencies.

Additional Information

The Tender Offer described in this release has not yet commenced, and this
release is neither an offer to purchase nor a solicitation of an offer to sell
securities. On the date the Tender Offer is commenced, we will file with the
Securities and Exchange Commission (the "SEC") a tender offer statement on
Schedule TO. Investors and holders of Biotie equity securities are strongly
advised to read the tender offer statement, including the offer to purchase,
letter of transmittal, acceptance forms and other related tender offer documents
and the related solicitation/recommendation statement on Schedule 14D-9 that
will be filed by Biotie with the SEC, because they will contain important
information. These documents will be available at no charge on the SEC's website
at www.sec.gov upon the commencement of the Tender Offer. In addition, a copy of
the Tender Offer Document and related documents may be obtained upon
commencement of the Tender Offer free of charge by directing a request to us at
www.acorda.com or Office of the Corporate Secretary, 420 Saw Mill River Road,
Ardsley, New York 10502.

In addition to the Schedule TO, we file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
reports, statements or other information filed by us at the SEC public reference
room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our filings
with the SEC are also available to the public from commercial document-retrieval
services and at the website maintained by the SEC at www.sec.gov.

THE TENDER OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE EITHER AN OFFER OR PARTICIPATION THEREIN 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 AND THE UNITED STATES.

IN ADDITION, THE TENDER OFFER DOCUMENT, THE RELATED DOCUMENTS AND THIS RELEASE
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, CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE,
MEANS OR INSTRUMENTALITY OR FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG.

This release is for informational purposes only and does not constitute a tender
offer document or an offer, solicitation of an offer or an invitation to a sales
offer. Potential investors in Finland shall accept the Tender Offer only on the
basis of the information provided in the tender offer document once approved by
the Finnish Financial Supervisory Authority and related materials.



Annex 1:

1             TERMS AND CONDITIONS OF THE TENDER OFFER

1.1          Terms of the Tender Offer

Object of the Tender Offer. Through the Tender Offer, the Offeror offers to
acquire all of the Equity Interests in the Company that are not held by the
Company or any of its subsidiaries, on the terms and subject to the conditions
set forth below.

According to the terms and conditions of the 2011 Option Rights, 2014 Option
Rights and 2016 Option Rights as well as the 2011 Share Rights and 2014 Share
Rights, such Option Rights and Share Rights are not freely transferable. The
Board of Directors of the Company may, however, permit the transfer of the
Option Rights and Share Rights before such date, and, under the Combination
Agreement, the Board of Directors of the Company has undertaken to grant such
permission to the holders of Option Rights and Share Rights to transfer their
Option Rights and Share Rights to the Offeror by accepting the Tender Offer and
tendering the Option Rights into the Tender Offer in accordance with the terms
and conditions of the Tender Offer. The Board of Directors of the Company has
granted the permission to transfer the Option Rights and Share Rights in
connection with the Tender Offer.

According to the terms and conditions of the Swiss Option Rights, such Option
Rights are not freely transferable without the consent of the board of directors
of Biotie Therapies AG, a wholly-owned subsidiary of Biotie. The Board of
Directors of the Company has undertaken to cause Biotie Therapies AG to grant
such consent to holders of the Swiss Option Rights who accept the Tender Offer
and tender their Swiss Option Rights in accordance with the terms and conditions
of the Tender Offer. The Board of Directors of Biotie Therapies AG has granted
the consent in question.

Offer Price. The offer price for each outstanding Share validly tendered in
accordance with the terms and conditions of the Tender Offer is EUR 0.2946 in
cash (the "Share Offer Price").

The offer price for each outstanding ADS validly tendered in accordance with the
terms and conditions of the Tender Offer is EUR 23.5680 in cash (the "ADS Offer
Price"), payable in the equivalent amount of U.S. dollars determined as near to
the payment date as reasonably practicable based on the U.S. dollar spot rate
against the euro exchange rate on the nearest practicable day to the day when
the Tender Offer is consummated and all Equity Interests validly tendered and
not withdrawn have been transferred to the Offeror (the date of each such
transfer, a "Closing Date"). For the avoidance of doubt, holders of ADSs who
validly tender their ADSs in accordance with the terms and conditions of the
Tender Offer will not be entitled to any consideration for their ADSs (including
the Shares underlying such ADSs) other than the ADS Offer Price.

The offer prices for outstanding Option Rights validly tendered in accordance
with the terms and conditions of the Tender Offer are as follows:

(i)            EUR 0.2846 in cash for each 2011 Option Right;

(ii)           EUR 0.2846 in cash for each 2014 Option Right;

(iii)          EUR 0.1326 in cash for each 2016 Option Right;

(iv)          EUR 0.2032 in cash for each Swiss Option Right with a per Share
subscription price of CHF 0.10;

(v)           EUR 0.1026 in cash for each Swiss Option Right with a per Share
subscription price of CHF 0.21;

(vi)          EUR 0.0386 in cash for each Swiss Option Right with a per Share
subscription price of CHF 0.28;

(vii)         EUR 0.0112 in cash for each Swiss Option Right with a per Share
subscription price of CHF 0.31; and

(viii)        EUR 0.0100 in cash for each other Swiss option right.

(The Option Right offer prices set forth in items (i) - (viii) above jointly
referred to as the "Option Right Offer Price".)

The offer prices for outstanding Share Rights validly tendered in accordance
with the terms and conditions of the Tender Offer are as follows:

(i)            EUR 0.2946 in cash for each 2011 Share Right; and

(ii)           EUR 0.2854 in cash for each 2014 Share Right.

(The Share Right offer prices set forth in items (i) - (ii) above jointly
referred to as the "Share Right Offer Price".)

The offer price for each outstanding Warrant validly tendered in accordance with
the terms and conditions of the Tender Offer is EUR 0.1664 in cash (the "Warrant
Offer Price").

The offer price payable to holders of 2016 Option Rights, 2011 Share Rights and
2014 Share Rights will, at the option of the holder, be payable in euros or the
equivalent amount of U.S. dollars determined as near to the payment date as
reasonably practicable based on the U.S. dollar spot rate against the euro
exchange rate on the nearest practicable day to the applicable Closing Date.

The Share Offer Price, ADS Offer Price, Option Right Offer Price, Share Right
Offer Price and Warrant Offer Price are collectively referred to as the "Offer
Price".

The Offer Price will be paid in each case without interest and less any
applicable withholding taxes (in the United States, see Section 1.13 - "Material
United States Federal Income Tax Consequences").

Offer Period. The Offer Period commences on 11 March 2016 at 9:30 a.m. (Finnish
time) / 2:30 a.m. (New York City time) and expires on 8 April 2016 at 4:00 p.m.
(Finnish time) / 9:00 a.m. (New York City time), unless the Offer Period is
extended as set forth below.

Subject to the following paragraph, if at the scheduled expiration time of the
Offer Period any of the Conditions to Completion are not satisfied, the Offeror
will extend the Offer Period for additional periods not exceeding two (2) weeks
each in accordance with these terms and conditions and, in each case, subject to
compliance with applicable Finnish and United States legal requirements.

The maximum duration of the Offer Period is ten (10) weeks as required by
Finnish law. However, if any of the Conditions to Completion has not been
fulfilled due to a particular obstacle, the Offeror may extend the Offer Period
beyond ten (10) weeks until such obstacle has been removed and until all
Conditions to Completion have been satisfied. In no event is the Offeror
required to extend the Tender Offer beyond June 19, 2016.

U.S. tender offer rules require that the Offeror extend the Tender Offer if the
Offeror intends to materially change the Tender Offer within ten U.S. business
days of the then-scheduled Expiration Date, so that the Tender Offer will expire
no less than ten U.S. business days after the publication of the material
change.

The Offeror reserves the right to initiate a Subsequent Offer Period in
connection with the announcement of the final results with respect to the Offer
Period if the Tender Offer shall have been announced to be unconditional at that
time (such subsequent offer period, the "Subsequent Offer Period"). See Section
1.11-"Subsequent Offer Period."

If the Offer Period is extended the Offeror will make a public announcement of
the extension by a stock exchange release at or before 4:00 p.m. (Finnish time)
/ 9:00 a.m. (New York City time) on 11 April 2016. The Offeror will give notice
of any further extension of the Tender Offer, at the latest on the first Finnish
banking day following what would have been, but for such extension, the
Expiration Date or end of any Subsequent Offer Period, as applicable, at or
before 4:00 p.m. (Finnish time) / 9:00 a.m. (New York City time).

1.2          Conditions to Completion of the Tender Offer

The obligation of the Offeror to accept for payment the Equity Interests validly
tendered and not withdrawn during the Offer Period will be subject to the
fulfilment or, to the extent permitted by applicable law, waiver by the Offeror
of the following conditions on or prior to the date of the Offeror's
announcement of the preliminary result with respect to the Offer Period
("Conditions to Completion"):

(a)           the valid tender of outstanding Shares (including outstanding
Shares represented by validly tendered ADSs and validly tendered Warrants)
representing, together with any outstanding Shares (including outstanding Shares
represented by ADSs and Warrants) otherwise acquired by the Offeror, more than
90 percent of the issued and outstanding Shares and voting rights of the
Company, calculated on a fully diluted basis and otherwise in accordance with
Chapter 18 Section 1 of the Finnish Limited Liability Companies Act (the
"Minimum Condition") (as used in this paragraph, "fully diluted basis" means an
equation in which the numerator represents the aggregate number of outstanding
Shares (including outstanding Shares represented by ADSs) and Warrants that have
been validly tendered or otherwise acquired by the Offeror and the denominator
represents the aggregate number of all outstanding Shares (including outstanding
Shares represented by ADSs) and Warrants, as well as Shares issuable upon the
vesting and exercise of those Option Rights and Share Rights that have not been
validly tendered into the Tender Offer or otherwise acquired by the Offeror);

(b)          the expiration or termination of any applicable waiting period
under the Hart-Scott-Rodino Act (as discussed in Section 1.16-"Certain Legal
Matters; Regulatory Approvals; Description of SEC Relief," such waiting period
expired on February 16, 2016);

(c)           no Material Adverse Effect (as defined below) having occurred in
the Company after January 19, 2016;

(d)          the Offeror not, after January 19, 2016, having received
information previously undisclosed to it that describes a Material Adverse
Effect to the Company that occurred prior to January 19, 2016;

(e)           no information made public by the Company or disclosed by the
Company to the Offeror being materially inaccurate, incomplete, or misleading,
and the Company not having failed to make public any information that should
have been made public by it under applicable laws, including without limitation
the rules of Nasdaq Helsinki and Nasdaq US, provided that, in each case, the
information made public, disclosed or not disclosed or the failure to disclose
information constitutes a Material Adverse Effect to the Company;

(f)           no court or regulatory authority of competent jurisdiction
(including without limitation the FSA or the SEC) having given an order or
issued any regulatory action preventing or enjoining the completion of the
Tender Offer;

(g)          the Board of Directors of the Company having issued its
recommendation for the Tender Offer and the recommendation remaining in force
and not being modified or changed in a manner detrimental to the Offeror; and

(h)           the Combination Agreement not having been terminated and remaining
in force and no event having occurred that, with the passage of time, would give
the Offeror the right to terminate the Combination Agreement under specified
sections of the Combination Agreement that give the Offeror the right to
terminate the Combination Agreement in response to a breach of the agreement by
the Company.

Fulfillment of the Conditions to Completion, including fulfillment of the
Minimum Condition, will be determined on the next Finnish banking day after the
Expiration Date, based on the preliminary results with respect to the Offer
Period then available. Such results may be subject to change based on a
finalization count, which will be available on the third (3rd) Finnish banking
day after the Expiration Date. However, no such change will impact fulfillment
of the Conditions to Completion.

"Material Adverse Effect" means

(a)           any divestment or reorganization of any material part or asset of
the Company or its subsidiaries or any recapitalization thereof; or

(b)          any event, condition, circumstance, development, occurrence,
change, effect or fact (any such item an "Effect") that individually or in the
aggregate, has, results in or would reasonably be expected to have or result in
a material adverse effect on the (i) business, assets, condition (financial or
otherwise) or results of operations, of the Company and its subsidiaries, taken
as a whole, excluding any Effect resulting from (A) changes in the financial or
securities markets, or economic, political or regulatory conditions generally,
except to the extent such change has a disproportionate effect on the Company
relative to other industry participants, (B) changes in IFRS or changes in the
regulatory accounting requirements applicable to any industry in which the
Company and its subsidiaries operate, except to the extent such change has a
disproportionate effect on the Company relative to other industry participants,
(C) changes (including changes of applicable law) or conditions generally
affecting the industry in which the Company and its subsidiaries operate, except
to the extent such change has a disproportionate effect on the Company relative
to other industry participants, (D) acts of war, sabotage or terrorism or
natural disasters, except to the extent such change has a disproportionate
effect on the Company relative to other industry participants, (E) the
announcement or pendency of the transactions contemplated by, or the performance
of obligations under, the Combination Agreement, including but not limited to
any loss of or change in relationships between the Company or any of its
subsidiaries and any customer, supplier, distributor, business partner,
employee, similar party, governmental authority or any other persons and any
shareholder or derivative litigation relating to the execution and performance
of the Combination Agreement or the announcement or the anticipated consummation
of the transactions contemplated thereby (it being understood that this clause
(E) shall not apply with respect to a representation or warranty contained in
the Combination Agreement to the extent that the purpose of such representation
or warranty is to address the consequences resulting from the execution and
delivery of the Combination Agreement or the consummation, announcement or
pendency of the transactions contemplated by, or the performance of obligations
under, the Combination Agreement), (F) any failure by the Company and its
subsidiaries to meet any internal, published or third-party budgets,
projections, forecasts or predictions of financial performance for any period
(provided that the exception in this clause (F) shall not prevent or otherwise
affect a determination that any Effect underlying such failure has resulted in
or contributed to a Material Adverse Effect), (G) any action taken (or omitted
to be taken) at the express request of the Offeror, (H) any action taken by the
Company or any of its subsidiaries that is required or expressly contemplated by
the Combination Agreement, (I) the results of any pre-clinical or clinical
testing sponsored by the Company, any of its competitors or any of their
respective collaboration partners or the increased incidence or severity of any
previously identified side effects, adverse events or safety observations, or
reports of new side effects, adverse events or safety observations, with respect
to any products or product candidates of the Company or any of its competitors
(but not, in each case, the underlying cause of such results, side effects,
adverse events or safety observations to the extent such cause related to any
Specified Event (as defined below)) (and, it being understood that this clause
(I) shall not apply with respect to a representation or warranty contained in
the Combination Agreement to the extent that both (A) the purpose of such
representation or warranty is to address the conduct of pre-clinical or clinical
testing sponsored by the Company or any of its collaboration partners or any
products or product candidates of the Company and (B) as January 19, 2016, to
the knowledge of the Company, the Effect that would otherwise be excluded by
this clause (I) has occurred), (J) the effect of the continued incurrence by the
Company of net losses (provided that the exception in this clause (J) shall not
prevent or otherwise affect a determination that any Effect underlying such
change has resulted in or contributed to a Material Adverse Effect), or (K) a
change in the price and/or trading volume of the Shares or ADSs on Nasdaq
Helsinki, Nasdaq US or any other exchange or market on which they trade or are
quoted for purchase and sale (provided that the exception in this clause (K)
shall not prevent or otherwise affect a determination that any Effect underlying
such change has resulted in or contributed to a Material Adverse Effect), or
(ii) ability of the Company to consummate the transactions contemplated hereby.

"Specified Event" means an event where the Company, U.S. Food and Drug
Administration, European Medicines Agency or any Institutional Review Board or
Data Safety Monitoring Board terminates or suspends, or recommends that the
sponsor terminates or suspends, a tozadenant clinical trial for safety reasons.

The Offeror reserves the right to waive any of the Conditions to Completion that
have not been satisfied, subject to compliance with applicable law (including
U.S. tender offer rulers that require the Tender Offer remain open for at least
five U.S. business days from the date of any waiver of a material Condition to
Completion).

The Offeror can only invoke a condition set forth in the Conditions to
Completion to cause the withdrawal of the Tender Offer if the nonfulfillment of
the condition has a material impact on the Offeror from the perspective of the
anticipated acquisition as referred to in the Finnish Financial Supervisory
Authority's recommendations and guidelines 9/2013 (Takeover bid and the
obligation to launch a bid).

The Offeror will announce the fulfilment of the Conditions to Completion or the
decision to waive any of the Conditions to Completion that have not been
satisfied by a stock exchange release on the first business day following the
Expiration Date at or before 4 pm (Finnish time)/ 9 am (New York time).

1.3          Obligation to Increase the Tender Offer or to Pay Compensation

If the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish
Securities Market Act acquires, before the expiry of the Offer Period, any
Equity Interests at a higher price than the applicable Offer Price or otherwise
on terms that are more favorable than those of the Tender Offer, the Offeror
must according to Chapter 11, Section 25 of the Finnish Securities Market Act
amend the terms and conditions of the Tender Offer to correspond to such
acquisition on more favorable terms (obligation to increase the offer). The
Offeror shall then, without delay, make public the triggering of such obligation
to increase the offer and pay to all holders of Equity Interests accepted for
payment pursuant to the Tender Offer, whether or not such Equity Interests were
tendered prior to such increase, the difference between the higher price and the
price initially offered in the Tender Offer.

If the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish
Securities Market Act acquires, during the nine (9) months following the expiry
of the Offer Period, any Equity Interests at a higher price than the applicable
Offer Price  or otherwise on terms that are more favorable than those of the
Tender Offer, the Offeror must according to Chapter 11, Section 25 of the
Finnish Securities Market Act compensate those holders of securities who have
accepted the Tender Offer for the amount equal to the difference between such
acquisition on more favorable terms and the consideration offered in the Tender
Offer (obligation to compensate). The Offeror shall then, without delay, make
public the triggering of such obligation to compensate and pay the difference
between the acquisition on more favorable terms and the consideration offered in
the Tender Offer within one month after the triggering of the obligation to
compensate to the holders of securities who have accepted the Tender Offer.
According to Chapter 11, Section 25, Subsection 5 of the Finnish Securities
Market Act, such obligation to compensate will not, however, be triggered in
case the payment of a higher price than the applicable Offer Price is based on
an arbitral award pursuant to the Finnish Companies Act, including an award
issued in a Subsequent Compulsory Redemption, provided that the Offeror or any
party referred to in Chapter 11, Section 5 of the Finnish Securities Market Act
has not offered to acquire Equity Interests on terms that are more favorable
than those of the Tender Offer before or during the arbitral proceedings.

Prior to the expiration of the Tender Offer, the Offeror, the managers of the
Offeror and their respective affiliates are prohibited by Rule 14e-5 under the
U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), from
directly or indirectly purchasing or arranging to purchase any of the Equity
Interests outside of the Tender Offer, except pursuant to certain limited
exceptions provided therein.  Following the expiration of the Tender Offer, and
subject to applicable law, the Offeror expressly reserves the absolute right, in
its sole discretion from time to time in the future, to purchase any Equity
Interests, whether or not any Equity Interests are purchased pursuant to the
Tender Offer, through open market purchases, privately negotiated transactions,
tender offers, exchange offers or otherwise, upon such terms and at such prices
as it may determine, which may be more or less than the price to be paid
pursuant to the Tender Offer and could be for cash or other consideration.

1.4          Acceptance Procedure of the Tender Offer

Holders of Equity Interests may only accept the Tender Offer unconditionally
(subject to the withdrawal rights set forth in Section 1.5-"Withdrawal Rights").
Acceptance given during the Offer Period is effective through the Expiration
Date.

Shares

The Tender Offer must be accepted separately for each book-entry account. A
shareholder of the Company must have a cash account in a financial institution
operating in Finland or abroad. A shareholder may only accept the Tender Offer
for every Share on the book-entry account specified in the acceptance forms and
attached instructions (such acceptance forms and attached instructions, the
"Acceptance Forms") for Shares on the date of the execution of the sale and
purchase of the Shares and partial acceptances of the Tender Offer will require
separate book-entry accounts.

Most Finnish book-entry account operators will send a notification of the Tender
Offer, including instructions and the Acceptance Form for Shares to their
customers who are registered as shareholders in the shareholders' register of
the Company maintained by Euroclear Finland Ltd. ("Euroclear"). Shareholders 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
Financial Group or Helsinki OP Bank Ltd. where such shareholders will receive
necessary information and instructions on how to give their acceptance.

A shareholder in the Company whose Shares are registered in the name of a
nominee and who wishes to accept the Tender Offer shall effect such acceptance
in accordance with the nominee's instructions.

Pledged Shares may only be tendered with the consent of the relevant pledgee.
The obtaining of such consent shall be the responsibility of the relevant
shareholder in the Company. The consent by the pledgee shall be delivered in
writing to the account operator.

A shareholder in the Company who is registered as a shareholder in the
shareholders' register of the Company and who wishes to accept the Tender 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,
which may be prior to the expiry of the Offer Period, or, if such account
operator does not accept Acceptance Forms (e.g. Euroclear), such shareholder
shall contact any branch office of the cooperative banks belonging to the OP
Financial Group or Helsinki OP Bank Ltd. to give his/her acceptance to tender
the Shares. The Acceptance Form shall be submitted so that it is received on or
before the Expiration Date, subject to and in accordance with the instructions
of the relevant account operator. In the event of a Subsequent Offer Period, the
Acceptance Form shall be submitted so that it is received during the Subsequent
Offer Period, subject to and in accordance with the instructions of the relevant
account operator.

The method of delivery of the Acceptance Form for Shares is at the shareholder's
option and risk, and the delivery will be deemed made only when actually
received by such account operator or cooperative bank belonging to the OP
Financial Group or Helsinki OP Bank Ltd. The Offeror may also reject any partial
tender of the Shares. The Offeror reserves the right to reject any acceptance
given in an incorrect or incomplete manner.

By accepting the Tender Offer, the shareholders of the Company authorize Pohjola
Bank or a party authorized by Pohjola Bank or the account operator managing the
shareholder's book-entry account to enter a transfer restriction or a sales
reservation on the shareholder's book-entry account after the shareholder has
delivered their acceptance of the Tender Offer. In addition, the shareholders
who have accepted the Tender Offer authorize Pohjola Bank or a party authorized
by Pohjola Bank or the account operator managing the shareholder's book-entry
account to perform the necessary entries and to take all other actions required
to technically execute the Tender Offer and to sell all the Shares owned by such
shareholder at the time of the execution trades under the Tender Offer to the
Offeror in accordance with the terms and conditions of the Tender Offer.

A shareholder that has validly accepted the Tender Offer and that has not
properly withdrawn its acceptance in accordance with the terms and conditions of
the Tender Offer may not sell or otherwise dispose of its tendered Shares. A
transfer restriction in respect of the Shares will be registered in the relevant
book-entry account after a shareholder has submitted the Acceptance Form for the
Tender Offer. If the Tender Offer is not completed or if the tender is properly
withdrawn by the shareholder in accordance with the terms and conditions of the
Tender Offer, the transfer restriction registered on the tendered Shares in the
relevant book-entry account will be removed as soon as possible and within
approximately three (3) Finnish banking days following the announcement that the
Tender Offer will not be completed or the receipt of a notice of withdrawal in
accordance with the terms and conditions of the Tender Offer.

ADSs

Holders of ADSs may tender their ADSs by taking, or causing to be taken, the
following actions on or prior to the Expiration Date or end of any Subsequent
Offer Period, as applicable:

·             a book-entry transfer of their ADSs into the account of
Computershare Trust Company, N.A., in its capacity as depositary for the Tender
Offer (the "Depositary") at The Depository Trust Company ("DTC"), pursuant to
the procedures described below;

·             the delivery to the Depositary at one of its addresses set forth
on the back cover of this Tender Offer Document of either:

(i)  an Agent's Message (as defined below); or

(ii)  a properly completed and duly executed Letter of Transmittal for ADSs (the
"Letter of Transmittal"), or a facsimile copy with an original manual signature,
with any required signature guarantees; and

·             delivery to the Depositary at one of its addresses set forth on
the back cover of this Tender Offer Document of any other documents required by
the Letter of Transmittal.

There are no guaranteed delivery procedures and holders of ADSs may not accept
the Tender Offer by delivering a notice of guaranteed delivery.

An "Agent's Message" delivered in lieu of the Letter of Transmittal is a message
transmitted by DTC to, and received by, the Depositary as part of a confirmation
of a book-entry transfer. The message states that DTC has received an express
acknowledgment from the DTC participant tendering ADSs that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that we may enforce such agreement against such participant.

Within two (2) business days after the date of this Tender Offer Document, the
Depositary will establish and maintain an account at DTC with respect to ADSs
for purposes of this Tender Offer. Any financial institution that is a
participant in DTC's systems may make book-entry delivery of ADSs by causing DTC
to transfer such ADSs into the account of the Depositary in accordance with
DTC's procedure for the transfer.

ADSs held in "street name." If the beneficial owner of ADSs is not the
registered holder of such ADSs but holds such ADSs in "street name" through a
broker, bank or custodian, such beneficial owner should contact the broker, bank
or custodian through which such ADSs are held to discuss the appropriate
procedures for tendering.

Signature Guarantees. In general, signatures on the Letter of Transmittal must
be guaranteed by a firm that is a member of the Medallion Signature Guarantee
Program, or by any other "eligible guarantor institution," as such term is
defined in Rule 17Ad-15 under the Exchange Act (each an "Eligible Institution").
However, signature guarantees are not required in cases where ADSs are tendered:

·             by a registered holder of ADSs who has not completed either the
box entitled "Special Payment Instructions" or the box entitled "Special
Delivery Instructions" on the Letter of Transmittal; or

·             for the account of an Eligible Institution.

Delivery of Tendered ADSs. The method of delivery of ADSs, the Letter of
Transmittal and all other required documents is at the election and risk of the
tendering holder. Delivery of all such documents will be deemed made only when
actually received by the Depositary (including, in the case of a book-entry
transfer, by confirmation of such transfer). If such delivery is by mail, it is
recommended that all such documents be sent by properly insured registered mail
with return receipt requested. In all cases, sufficient time should be allowed
to ensure timely delivery.

Payment for Tendered ADSs. The cash consideration for ADSs will be payable in
U.S. dollars calculated by using the open market spot exchange rate for the U.S.
dollar to euro on the nearest practicable day to the applicable Closing Date.

Option Rights, Share Rights and Warrants

The acceptance procedure for Option Rights, Share Rights and Warrants depends on
whether such Equity Interests are in book-entry form or certificated. All 2011
Option Rights, the 2014 Option Rights in the 2014A tranche and all Warrants
("Uncertificated Equity Instruments") are registered in the Finnish book-entry
securities system. The 2014 Option Rights in the 2014B, 2014C, 2014D and 2014M
tranches, all 2016 Option Rights, all Swiss Option Rights, all 2011 Share Rights
and all 2014 Share Rights ("Certificated Equity Instruments") are certificated
and have not been registered in the Finnish book-entry securities system.

Uncertificated Equity Instruments. Uncertificated Equity Instruments comprise
all 2011 Option Rights, the 2014 Option Rights in the 2014A tranche and all
Warrants. The Tender Offer must be accepted separately for each type of
Uncertificated Equity Instrument and, if such Uncertificated Equity Instruments
are held in more than one book-entry account, separately for each book-entry
account. A holder of Uncertificated Equity Instruments may only accept the
Tender Offer for every Uncertificated Equity Instrument on the book-entry
account specified in the Acceptance Form for Uncertificated Equity Instruments
on the date of the execution of the sale and purchase of the Uncertificated
Equity Instruments. A holder of Uncertificated Equity Instruments must have a
cash account in a financial institution operating in Finland or abroad.

Most of the Finnish book-entry account operators will send a notification of the
Tender Offer, including instructions and an Acceptance Form for Uncertificated
Equity Instruments to their customers who are holders of Uncertificated Equity
Instruments. Holders of Uncertificated Equity Instruments who do not receive
such notification from their account operator or asset manager can contact the
call service of OP Financial Group at (+358) (0) 100 0500 for assistance where
such holders of Uncertificated Equity Instruments will receive necessary
information and instructions on how to give their acceptance.

Holders of Uncertificated Equity Instruments whose holdings are registered in
the name of a nominee and who wish to accept the Tender Offer shall effect such
acceptance in accordance with the nominee's instructions.

Pledged Uncertificated Equity Instruments may only be tendered with the consent
of the relevant pledgee. The obtaining of such consent shall be the
responsibility of the relevant holder of Uncertificated Equity Instruments. The
consent by the pledgee shall be delivered in writing to the account operator.

A holder of Uncertificated Equity Instruments who wishes to accept the Tender
Offer shall submit a properly completed and duly executed Acceptance Form for
Uncertificated Equity Instruments to the account operator managing the holder's
book-entry account in accordance with its instructions and within the time limit
set by the account operator, which may be prior to the expiry of the Offer
Period, or, if such account operator does not accept Acceptance Forms (e.g.
Euroclear), such holder of Uncertificated Equity Instruments shall contact any
branch office of the cooperative banks belonging to the OP Financial Group or
Helsinki OP Bank Ltd. to give his/her acceptance to tender the Uncertificated
Equity Instruments. 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, subject to and in accordance with the
instructions of the relevant account operator. In the event of a Subsequent
Offer Period, the Acceptance Form shall be submitted so that it is received
during the Subsequent Offer Period, subject to and in accordance with the
instructions of the relevant account operator.

The method of delivery of Acceptance Forms is at the option and risk of the
holder of Uncertificated Equity Instruments, and the delivery will be deemed
made only when actually received by such account operator or cooperative bank
belonging to the OP Financial Group or Helsinki OP Bank Ltd. The Offeror
reserves the right to reasonably reject any acceptance given in an incorrect or
incomplete manner.

By accepting the Tender Offer, the holder of Uncertificated Equity Instruments
authorizes Pohjola Bank or a party authorized by Pohjola Bank or the account
operator managing the holder's book-entry account to enter a transfer
restriction or a sales reservation after the holder of Uncertificated Equity
Instruments has delivered its acceptance of the Tender Offer. In addition, the
holder of Uncertificated Equity Instruments who has accepted the Tender Offer
authorizes Pohjola Bank or a party authorized by Pohjola Bank or the account
operator managing the holder's book-entry account to perform the necessary
entries and to all other actions required to technically execute the Tender
Offer and to sell all the Uncertificated Equity Instruments owned by such holder
of Uncertificated Equity Instruments at the time of the execution trades under
the Tender Offer to the Offeror in accordance with the terms and conditions of
the Tender Offer.

A holder of Uncertificated Equity Instruments that has validly accepted the
Tender Offer and that has not properly withdrawn its acceptance in accordance
with the terms and conditions of the Tender Offer may not sell or otherwise
dispose of its tendered Uncertificated Equity Instruments. A transfer
restriction in respect of the Uncertificated Equity Instruments will be
registered in the relevant book-entry account after a holder of Uncertificated
Equity Instruments has submitted the Acceptance Form for the Tender Offer. If
the Tender Offer is not completed or if the tender is properly withdrawn by the
holder of Uncertificated Equity Instruments in accordance with the terms and
conditions of the Tender Offer, the transfer restriction registered on the
tendered Uncertificated Equity Instruments in the relevant book-entry account
will be removed as soon as possible and within approximately three (3) Finnish
banking days following the announcement that the Tender Offer will not be
completed or the receipt of a notice of withdrawal in accordance with the terms
and conditions of the Tender Offer.

Certificated Equity Instruments. Certificated Equity Instruments comprise the
2014 Option Rights in the 2014B, 2014C, 2014D and 2014M tranches, all 2016
Option Rights, all Swiss Option Rights, all 2011 Share Rights and all 2014 Share
Rights. A holder of Certificated Equity Instruments may only accept the Tender
Offer in respect of Certificated Equity Instruments registered in his or her
name in the Company's register for such Certificated Equity Instruments on the
date of acceptance of the Tender Offer. A holder of Certificated Equity
Instruments must have a cash account in a financial institution operating in
Finland or abroad.

Pohjola Bank will send a notification of the Tender Offer, including
instructions and an Acceptance Form for Certificated Equity Instruments to all
holders of Certificated Equity Instruments who are registered during the Offer
Period in the registry of holders of Certificated Equity Instruments held by the
Company. If the holders of Certificated Equity Instrument do not receive such
notification and Acceptance Form from Pohjola Bank, or if the instructions and
Acceptance Form cannot be sent because the address of the holder of the
Certificated Equity Instrument is unknown, the holders of Certificated Equity
Instruments can contact the call service of OP Financial Group at (+358) (0)
100 0500 for assistance.

Pledged Certificated Equity Instruments may only be tendered with the consent of
the relevant pledgee. The obtaining of such consent shall be the responsibility
of the relevant holder of Certificated Equity Instruments. The consent by the
pledgee shall be delivered in writing together with the Acceptance Form.

A holder of Certificated Equity Instruments who wishes to accept the Tender
Offer shall submit a properly completed and duly executed Acceptance Form for
Certificated Equity Instruments to Pohjola Bank in accordance with the
instructions that will be sent to such a holder of Certificated Equity
Instruments together with the Acceptance Form and within the time limit set in
the instructions, which may be prior to the expiry of the Offer Period.

The Acceptance Form shall be submitted so that it is received on or prior to the
Expiration Date, subject to and in accordance with the instructions of Pohjola
Bank. In the event of a Subsequent Offer Period, the acceptance form shall be
submitted so that it is received during the Subsequent Offer Period, subject to
and in accordance with the instructions of Pohjola Bank. Pohjola Bank may set a
separate time limit for delivering the Acceptance Form that ends already before
the expiry of the Offer Period.

The method of delivery of Acceptance Forms is at the option and risk of the
holder of Certificated Equity Instruments, and the delivery will be deemed made
only when actually received by Pohjola Bank. The Offeror reasonably reserves the
right to reject any acceptance given in an incorrect or incomplete manner.

A holder of Certificated Equity Instruments that has validly accepted the Tender
Offer may not sell or otherwise dispose of its tendered Certificated Equity
Instruments. By accepting the Tender Offer the holder of Certificated Equity
Instruments authorizes Pohjola Bank to sell their Certificated Equity
Instruments to the Offeror in accordance with the terms and conditions of the
Tender Offer.

1.5          Withdrawal Rights

In accordance with Chapter 11, Section 16, Subsection 1 of the Finnish
Securities Market Act and Section 14(d)(5) of the Securities Exchange Act of
1934, as amended, and Rule 14d-7 thereunder, the Equity Interests validly
tendered in accordance with the terms and conditions of the Tender Offer may be
withdrawn at any time on or before the Expiration Date and such withdrawal is
permitted in respect of any or all Equity Interests so tendered. If this Tender
Offer Document is supplemented in accordance with Chapter 11, Section 11 of the
Finnish Securities Market Act and the Offer Period is continued as a result of
such supplement, an acceptance of the Tender Offer may be withdrawn in
accordance with this section until the end of the new Expiration Date of the
continued Offer Period. After the Expiration Date, the Equity Interests already
tendered may no longer be withdrawn.

Shares and Uncertificated Equity Instruments. The proper withdrawal of Shares
and Uncertificated Equity Instruments requires that a written notice of
withdrawal is submitted to the same account operator to whom the Acceptance Form
for such Equity Interests was submitted. If the Acceptance Form with respect to
such Equity Interests was submitted to a branch office of a cooperative bank
belonging to the OP Financial Group or Helsinki OP Bank Ltd., the notice of
withdrawal must be submitted to the same branch office. If such Equity Interests
are registered in the name of a nominee, the holder of such Equity Interests
shall instruct the nominee to submit the notice of withdrawal.

If a holder of Shares or Uncertificated Equity Instruments withdraws its
acceptance of the Tender Offer in accordance with the terms and conditions of
the Tender Offer, the transfer restriction registered on the tendered Shares and
Uncertificated Equity Instruments 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 Tender Offer.

ADSs. The proper withdrawal of ADSs requires that a written, or facsimile
transmission of, notice of withdrawal be received by the Depositary in a timely
manner. The notice must specify the name of the person who tendered the ADS
being withdrawn, the number of ADSs being withdrawn, the name and number of the
account at DTC to be credited with the withdrawal of ADSs and the name of the
registered holder, if different from that of the person who tendered the ADS.

Certificated Equity Instruments. The proper withdrawal of Certificated Equity
Instruments requires that a written notice of withdrawal is submitted to Pohjola
Bank plc in accordance with the instructions sent to holders of Certificated
Equity Instruments together with the Acceptance Form for the Certificated Equity
Instruments. The notice of withdrawal must be received on or before the
Expiration Date.

Re-tendering. Withdrawn Equity Interests may be re-tendered by following the
acceptance procedures described in Section 1.4-"Acceptance Procedure of the
Tender Offer" above 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.

The account operator managing the relevant book-entry account or the nominee may
charge a fee for withdrawals in accordance with its price lists.

In the event of a Subsequent Offer Period, the acceptance of the Tender Offer
will be binding and cannot be withdrawn, unless otherwise provided under
mandatory Finnish and/or United States law.

1.6          Announcement of the Results of the Tender Offer

The Offeror will announce the preliminary result with respect to the Offer
Period on the first (1st) Finnish banking day following the Expiration Date. The
preliminary result announcement will confirm (i) the initial percentage of the
Equity Interests that have been validly tendered and not properly withdrawn and
(ii) whether the Offeror will complete the Tender Offer and accept the Equity
Interests tendered into the Tender Offer. As set forth in Section 1.2-
"Conditions to Completion of the Tender Offer," the Offeror's obligation to
consummate the Tender Offer is subject to the fulfilment or waiver by the
Offeror of the Conditions to Completion, including the Minimum Condition, on or
prior to the date of such preliminary result announcement. For the avoidance of
doubt, the satisfaction of the Minimum Condition shall be determined based on
the preliminary results with respect to the Offer Period.

The Offeror will announce the final result with respect to the Offer Period on
or about the third (3rd) Finnish banking day following the Expiration Date. The
final result announcement will confirm the final percentage of the Equity
Interests that have been validly tendered into the Tender Offer and not properly
withdrawn.

The Offeror will announce the initial percentage of the Equity Interests validly
tendered during any Subsequent Offer Period on the first (1st) Finnish banking
day following the expiry of the Subsequent Offer Period and the final percentage
on or about the second (2nd) Finnish banking day following the expiry of the
Subsequent Offer Period.

1.7          Terms of Payment and Settlement of Shares

If the Tender Offer is consummated, the sale and purchase of the Shares validly
tendered and not properly withdrawn in accordance with the terms and conditions
of the Tender Offer during the Offer Period will be executed on the fourth (4th)
Finnish banking day following the Expiration Date. The sale and purchase of the
Shares will take place on Nasdaq Helsinki unless prohibited by the rules
applicable to securities trading on Nasdaq Helsinki. Otherwise the sale and
purchase of the Shares will take place outside of Nasdaq Helsinki.

Settlement will be effected against payment, and the Closing Date of the Shares
with respect to the Offer Period will occur, on or about the second (2nd)
Finnish banking day following the execution of the sale and purchase of the
Shares, or on or about the sixth (6th) Finnish banking day following the
Expiration Date. Therefore the payment of the Share Offer Price will be made on
such Closing Date into the bank account connected to the shareholder's book-
entry account or, in the case of shareholders whose holdings are registered in
the name of a custodian or a nominee, into the bank account specified by the
custodian or nominee. Actual time of receipt for the payment will depend on the
schedules of money transactions between financial institutions and agreements
between the shareholder and account operator or nominee in each case.

The Offeror will announce the terms of payment and settlement for the Shares
tendered during any Subsequent Offer Period in connection with the announcement
thereof. The sale and purchase of Shares validly tendered in accordance with the
terms and conditions of the Tender Offer during the Subsequent Offer Period will
be executed in intervals of approximately one (1) week.

The Offeror reserves the right to postpone the payment of the Share Offer Price
if payment is prevented or suspended due to a force majeure event, but will
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.

1.8          Terms of Payment and Settlement of ADSs

The sale and purchase of the ADSs validly tendered and not withdrawn during the
Offer Period in accordance with the terms and conditions of the Tender Offer
will be executed no later than on the sixth (6th) Finnish banking day following
the Expiration Date.

The Offeror will announce the terms of payment and settlement for the ADSs
tendered during any Subsequent Offer Period in connection with the announcement
thereof. The sale and purchase of ADSs validly tendered in accordance with the
terms and conditions of the Tender Offer during the Subsequent Offer Period will
be executed in intervals of approximately one (1) week.

The ADS Offer Price will be payable in U.S. dollars calculated by using the open
market spot exchange rate for the U.S. dollar to euro on the nearest practicable
day to the applicable Closing Date.

The Offeror reserves the right to postpone the payment of the ADS Offer Price if
payment is prevented or suspended due to a force majeure event, but will
immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.

1.9          Terms of Payment and Settlement of Option Rights, Share Rights and
Warrants

Uncertificated Equity Instruments. The sale and purchase of the Uncertificated
Equity Instruments, which comprise all 2011 Option Rights, the 2014 Option
Rights in the 2014A tranche and all Warrants, validly tendered and not properly
withdrawn in accordance with the terms and conditions of the Tender Offer during
the Offer Period will be executed on the fourth (4th) Finnish banking day
following the Expiration Date. The sale and purchase of the Uncertificated
Equity Instruments will take place outside of Nasdaq Helsinki.

Settlement will be effected against payment, and the Closing Date of the
Uncertificated Equity Instruments with respect to the Offer Period will occur,
on or about the second (2nd) Finnish banking day following the execution of the
sale and purchase of the Uncertificated Equity Instruments, or on or about the
sixth (6th) Finnish banking day following the Expiration Date. Therefore the
payment of the applicable Offer Price will be made on such Closing Date into the
bank account connected to the book-entry account of the holder of the
Uncertificated Equity Instruments or, in the case of holders whose holdings are
registered in the name of a custodian or a nominee, into the bank account
specified by the custodian or nominee. Actual time of receipt for the payment
will depend on the schedules of money transactions between financial
institutions and agreements between the holder and account operator, custodian
or nominee in each case.

The Offeror will announce the terms of payment and settlement for the
Uncertificated Equity Instruments tendered during any Subsequent Offer Period in
connection with the announcement thereof. The sale and purchase of
Uncertificated Equity Instruments validly tendered in accordance with the terms
and conditions of the Tender Offer during the Subsequent Offer Period will be
executed in intervals of approximately one (1) week.

The Offeror reserves the right to postpone the payment of the applicable Offer
Price if payment is prevented or suspended due to a force majeure event, but
will immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.

Certificated Equity Instruments. The sale and purchase of the Certificated
Equity Instruments, which comprise the 2014 Option Rights in the
2014B, 2014C, 2014D and 2014M tranches, all 2016 Option Rights, all Swiss Option
Rights, all 2011 Share Rights and all 2014 Share Rights, validly tendered and
not properly withdrawn in accordance with the terms and conditions of the Tender
Offer during the Offer Period will be executed, and the Closing Date for the
Certificated Equity Instruments with respect to the Offer Period will occur, on
or about the sixth (6th) Finnish banking day following the Expiration Date.

The Offeror will make the payment of the applicable Offer Price for the relevant
Certificated Equity Instruments on such Closing Date. Actual time of receipt for
the payment depends on the schedules of money transactions between financial
institutions and agreements between the shareholder and account operator or
nominee in each case. Holders of Certificated Equity Instruments will be
required to provide Pohjola Bank their bank account information and certain
additional information specified in the instructions that will be sent to the
holders of Certificated Equity Instruments together with their Acceptance Form.

The Offeror will announce the terms of payment and settlement for the
Certificated Equity Instruments tendered during any Subsequent Offer Period in
connection with the announcement thereof. The sale and purchase of Certificated
Equity Instruments validly tendered in accordance with the terms and conditions
of the Tender Offer during the Subsequent Offer Period will be executed in
intervals of approximately one (1) week.

The Offeror reserves the right to postpone the payment of the applicable Offer
Price if payment is prevented or suspended due to a force majeure event, but
will immediately effect such payment once the force majeure event preventing or
suspending payment is resolved.

1.10        Transfer of Ownership

Shares. Title to the Shares validly tendered in the Tender Offer will pass to
the Offeror on the applicable Closing Date against the payment of the Share
Offer Price by the Offeror to the tendering shareholder. In the event of a
Subsequent Offer Period, title to the Shares validly tendered in the Tender
Offer during the Subsequent Offer Period will pass to the Offeror against the
payment of the Share Offer Price by the Offeror to the tendering shareholder as
promptly as reasonably practicable following their tender.

ADSs. Title to the ADSs validly tendered in the Tender Offer will pass to the
Offeror on the applicable Closing Date against the payment of the ADS Offer
Price by the Offeror to the tendering ADS holder. In the event of a Subsequent
Offer Period, title to the outstanding ADSs validly tendered in the Tender Offer
during the Subsequent Offer Period will pass to the Offeror against the payment
of the ADS Offer Price by the Offeror to the tendering ADS holder as promptly as
reasonably practicable following their tender.

Option Rights, Share Rights and Warrants. Title to Option Rights, Share Rights
and Warrants that are validly tendered in the Tender Offer will pass to the
Offeror on the applicable Closing Date against the payment of the applicable
Offer Price for the relevant Equity Interests by the Offeror to the tendering
holder of such Equity Interests. In the event of a Subsequent Offer Period,
title to Option Rights, Share Rights and Warrants validly tendered in the Tender
Offer during the Subsequent Offer Period will pass to the Offeror against the
payment of the applicable Offer Price for the relevant Equity Interests by the
Offeror to the tendering holder of such Equity Interests as promptly as
reasonably practicable following their tender.

1.11        Subsequent Offer Period

The Offeror reserves the right to commence a Subsequent Offer Period in
connection with the announcement of the final result with respect to the Offer
Period if the Tender Offer shall have been announced to be unconditional at that
time. In the event of such Subsequent Offer Period, the Subsequent Offer Period
will expire on the date and at the time determined by the Offeror in the final
result announcement. The Subsequent Offer Period may extend beyond ten (10)
weeks from the beginning of the original Offer Period (and, in the Offeror's
discretion, beyond June 19, 2016). Acceptance of Equity Interests tendered
during the Subsequent Offer Period follows the procedures outlined in Section
1.4 - "Acceptance Procedure of the Tender Offer". Except in the event of a
supplement to the Tender Offer Document in accordance with Chapter 11, Section
11 of the Finnish Securities Market Act, no withdrawal rights are available
during the Subsequent Offer Period, and payment for and acceptance of Equity
Interests validly tendered during the Subsequent Offer Period will take place on
a periodic basis in intervals of approximately one (1) week and payment will be
effected by the Offeror no later than five (5) Finnish banking days after the
end of the relevant one week interval. The Offeror will announce the terms of
payment and settlement for the Equity Interests tendered during any Subsequent
Offer Period in connection with the announcement thereof.

1.12        Transfer Tax and Other Payments

The Offeror will pay the Finnish transfer tax, if any, payable on the sale and
purchase of Equity Interests. The Offeror will not, however, pay any Finnish
transfer tax that is levied in addition to the aforementioned transfer tax
solely because the Offer Price has to be paid to a person other than the person
in whose name such Equity Interests have been registered. If the Offer Price has
to be paid to a person other than the person in whose name the Equity Interests
have been registered, the Offeror has the right to subtract from the Offer Price
the amount of this additional transfer tax levied on the Offer Price, unless the
person requesting the payment pays in advance to the Offeror the said transfer
tax that is levied as a result of a payment to a person other than a registered
holder of Equity Interests, or establishes to the satisfaction of the Offeror
that such tax has been paid or is not payable.

The Offeror will not, however, be responsible for payment of such transfer tax,
where the tax liability is based on the Finnish Tax Administration's position on
taxation of employment options stated in its guidance (record no.
A186/200/2015). As further discussed in Section 1.14-"Material Finnish Income
Tax Consequences," such transfer tax liability with respect to employment based
option arrangements arises at the moment when a subscription right is granted,
but the amount of payable transfer tax can only be determined upon exercising
the right (e.g. in connection with the Tender Offer).

Fees charged by account operators, asset managers, nominees or any other person
for registering the release of any pledges or other possible restrictions
preventing a sale of the relevant Equity Interests, as well as fees relating to
a withdrawal of the tender by a holder of Equity Interests in accordance with
Section 1.5-"Withdrawal Rights" above, will be borne by the holders of Equity
Interests incurring such fees. The Offeror will be responsible for other
customary fees relating to book-entry registrations required for the purposes of
the Tender Offer, the sale and purchase of the Equity Interests tendered under
the Tender Offer or the payment of the Offer Price.

In connection with a Subsequent Compulsory Redemption, if any, holders of ADSs
will bear any fees and expenses charged by the depositary under the ADS deposit
agreement.

1.13        Material United States Federal Income Tax Consequences

The following discussion is a summary of U.S. federal income tax consequences
generally applicable to you if you are a U.S. Holder (as defined below) upon the
tender of Equity Interests in the Tender Offer or an exchange of such securities
for cash in connection with a Subsequent Compulsory Redemption, if any. For
purposes of the discussion in this Section 1.13, except as otherwise noted,
references to Shares include ownership interests in Shares through ADSs. This
discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), final, proposed and temporary U.S. Treasury Regulations promulgated
thereunder, administrative pronouncements, and judicial decisions as of the date
hereof, all of which are subject to change, possibly on a retroactive basis, and
to differing interpretation, which may result in tax consequences different from
those described below. This discussion is not binding on the U.S. Internal
Revenue Service (the "IRS"), and the IRS or a court in the event of an IRS
dispute may challenge any of the conclusions set forth below.

This discussion does not address any U.S. federal estate, gift, or other non-
income tax consequences, consequences of the Medicare tax on net investment
income or any state, local, or non-U.S. tax consequences of the Tender Offer or
Subsequent Compulsory Redemption, if any. This discussion is a summary for
general information purposes only and does not consider all aspects of U.S.
federal income taxation that may be relevant to you in light of your individual
investment circumstances or if you are a certain type of holder subject to
special tax rules, including: (i) holders that are banks, financial
institutions, or insurance companies; regulated investment companies, mutual
funds, or real estate investment trusts; brokers or dealers in securities or
currencies or traders in securities that elect to apply a mark-to-market
accounting method; or tax-exempt organizations, (ii) holders that own Equity
Interests as part of a straddle, hedge, constructive sale, conversion
transaction, or other integrated investment, (iii) holders that acquired Shares
or Warrants in connection with the exercise of employee share options or
otherwise as compensation for services, (iv) holders that have a "functional
currency" other than the U.S. dollar, (v) retirement plans, individual
retirement accounts, or other tax-deferred accounts, (vi) U.S. expatriates,
(vii) holders that are subject to alternative minimum tax, (viii) holders that
actually or constructively own 10 percent or more of our voting stock, (ix)
entities subject to the anti-inversion rules of Section 7874 of the Code or (x)
partnerships or other entities classified as partnerships for U.S. federal
income tax purposes. This discussion assumes that all Option Rights and Share
Rights held by a U.S. Holder were granted to the holder as compensation in
exchange for services.

As used herein, a "U.S. Holder" is any beneficial owner of Equity Interests who
or that is (i) an individual citizen or resident of the United States for U.S.
federal income tax purposes, (ii) a corporation (or other entity treated as a
corporation for U.S. federal income tax purposes) created or organized under the
laws of the United States, any state thereof, or the District of Columbia, (iii)
an estate the income of which is subject to U.S. federal income taxation
regardless of its source or (iv) a trust which (a) is subject to the primary
jurisdiction of a court within the United States and for which one or more U.S.
persons have authority to control all substantial decisions, or (b) has a valid
election in effect under applicable U.S. Treasury Regulations to be treated as a
U.S. person for U.S. federal income tax purposes.

If a partnership (including any entity classified as a partnership for U.S.
federal income tax purposes) is a beneficial owner of Equity Interests, the U.S.
federal income tax treatment of a partner in the partnership generally will
depend on the status of the partner and the activities of the partners and the
partnership. Any partner of a partnership holding Equity Interests is urged to
consult its own tax advisor.

ALL HOLDERS OF EQUITY INTERESTS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE
SPECIFIC TAX CONSEQUENCES OF TENDERING THEIR EQUITY INTERESTS IN THIS TENDER
OFFER OR EXCHANGING SUCH SECURITIES FOR CASH IN CONNECTION WITH A SUBSEQUENT
COMPULSORY REDEMPTION IN LIGHT OF THEIR PARTICULAR SITUATIONS, INCLUDING THE
APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER LAWS.

Consequences to U.S. Holders of Shares or Warrants

Assuming that each U.S. Holder holds its Shares and/or Warrants as capital
assets within the meaning of Section 1221 of the Code, and subject to the rules
described under "Passive Foreign Investment Company Considerations"  and
"Exchange of Foreign Currencies" below, the receipt of cash, either as
consideration upon consummation of the Tender Offer or in connection with a
Subsequent Compulsory Redemption, if any, will be a taxable transaction for U.S.
federal income tax purposes. A U.S. Holder who so exchanges Shares or Warrants
for cash generally will recognize gain or loss in an amount equal to the
difference between (i) the amount realized and (ii) such U.S. Holder's adjusted
tax basis in the Shares or Warrants exchanged therefor. Subject to the
discussion below under "Passive Foreign Investment Company Considerations," and
"Exchange of Foreign Currencies" such gain or loss will be capital gain or loss
and will be long-term if such U.S. Holder has held such Shares or Warrants for
more than one year.

Passive Foreign Investment Company Considerations

There can be no assurance that the Company was not a "passive foreign investment
company" within the meaning of Section 1297 of the Code ("PFIC") for its taxable
year ended December 31, 2015 or in previous taxable years. In addition, the
Company's PFIC status is tested each year and is dependent on the composition of
its assets and income and the value of its assets from time to time. Because the
Company currently holds, and has stated that it expects to continue to hold, a
substantial amount of cash and other passive assets, and because the value of
our assets is uncertain and likely to fluctuate over time, there can be no
assurance that the Company will not be a PFIC for 2016.

In general, the Company will be classified as a PFIC in any taxable year if
either (a) the average quarterly value of its gross assets that produce passive
income or are held for the production of passive income is at least 50 percent
of the average quarterly value of our total gross assets (the "asset test") or
(b) at least 75 percent of its gross income for the taxable year is passive
income (such as certain dividends, interest or royalties). For this purpose, the
Company will be treated as owning its proportionate share of the assets and
earning its proportionate share of the income in any other corporation in which
it owns, directly or indirectly, at least 25 percent (by value) of the stock.
For purposes of the asset test: (a) any cash and cash invested in short-term,
interest bearing debt instruments or bank deposits that are readily convertible
into cash will generally count as producing passive income or held for the
production of passive income and (b) the relevant legislative history indicates
that it is generally permissible to determine the total value of the Company's
assets based on the Company's market capitalization.

If the Company is a PFIC for the current taxable year or has been a PFIC during
any prior year in which a U.S. Holder held Shares and you have not made a valid
mark-to-market election or qualified electing fund election (a "QEF Election")
(discussed below), any gain recognized by you on the disposition of a Share
generally (a) would be allocated ratably to each day in your holding period for
the Share, (b) the amount allocated to the current year and any tax year prior
to the first taxable year in which we were a PFIC would be taxed as ordinary
income in the current year, (c) the amount allocated to each other taxable year
would be subject to tax at the highest applicable marginal rate in effect for
that year and (d) an interest charge at the rate for underpayments of taxes
would be imposed on the resulting tax allocated to such period. A U.S. Holder of
Warrants is likely taxed in a manner similar to a U.S. Holder of Shares if the
holder realizes gain on the sale of the Warrants. If you exercise Warrants to
purchase Shares and the rules described above apply to such Warrant, the holding
period over which any income realized is allocated would include the holding
period of the Warrants. Holders of Warrants are urged to consult with their own
tax advisors regarding the application of the PFIC rules with respect to the
disposition of their Warrants.

If the Company was a PFIC in any year in which a U.S. Holder held Shares and
certain conditions relating to the regular trading of Shares have been met in
the past, a U.S. Holder of Shares may have been able to make a so-called "mark-
to-market" election with respect to their Shares. If a U.S. Holder made this
election in a timely fashion, then instead of the tax treatment described in the
preceding paragraph, any gain recognized by the U.S. Holder as a result of the
disposition of Shares in this Tender Offer (or a Subsequent Compulsory
Redemption) would generally be treated as ordinary income or ordinary loss
(limited to the extent of the net amount of previously included income as a
result of the mark-to-market election, if any). It is not clear under current
law whether the mark-to-market election is available with respect to the
Warrants. Holders of Warrants should consult their own tax advisors regarding
the availability of such an election.

If the Company is or was a PFIC for any year and you have made a QEF Election
with respect to the Company and any lower-tier PFIC in the first taxable year
that the Company and each lower-tier PFIC are treated as PFICs with respect to
you and maintained the election for each following year, you will be currently
taxable on your pro rata share of the relevant PFIC's ordinary earnings and net
capital gain (at ordinary income and capital gain rates, respectively) for each
taxable year that the entity is classified as a PFIC. Your tax basis in your
Shares is increased by an amount equal to any income included under the QEF
Election and decreased by any amount distributed on the Shares that is not
included in your income. On the disposition of the Shares in the Tender Offer,
you will recognize capital gain or loss on the disposition of Shares in an
amount equal to the difference between the amount realized and your adjusted tax
basis in the Shares, as determined in U.S. dollars. You should consult your tax
advisor regarding the ability to make a QEF Election in your particular
circumstances.

You may not make a QEF Election with respect to your Warrants. As a result, if
the Company was a PFIC at any time during the period that you held Warrants, any
gain recognized by you upon the sale or other disposition of a Warrant (other
than upon exercise of a Warrant) will likely be subject to the ordinary income
allocation and interest charge rules described above.

If the Company is a PFIC for the current taxable year or has been a PFIC during
any prior year in which a U.S. Holder held Shares, a U.S. Holder generally would
be required to file IRS Form 8621 with respect to the disposition of Shares. The
PFIC rules are complex, and you should consult your own tax advisors regarding
the applicable consequences of tendering your Shares or Warrants in the Tender
Offer if we are a PFIC or have been a PFIC during any prior year in which you
held Shares or Warrants.

Exchange of Foreign Currencies

A U.S. Holder that receives foreign currency on a sale of Equity Interests
generally will realize an amount of gain or loss (or ordinary income in the case
of Option Rights or Share Rights, as described below) based on the U.S. dollar
value of the foreign currency on the date of the sale. Any gain or loss
recognized on the subsequent sale, conversion or disposition of such foreign
currency will be U.S. source ordinary income or loss. However, if such foreign
currency is converted into U.S. dollars on the date received by the U.S. Holder,
a cash basis or electing accrual basis U.S. Holder should not recognize any gain
or loss on such conversion. An accrual basis U.S. Holder that holds Shares will
realize an amount equal to the U.S. dollar value of Shares on the date the
tender is accepted. Such U.S. Holder will then recognize a gain or loss, if any,
measured by the difference between the U.S. dollar value of the applicable Offer
Price on the date the tender is accepted, and the U.S. dollar amount actually
received on the date of payment. The recognized gain or loss, if any, will be
ordinary income or loss, and will generally be income or loss from sources
within the U.S. for foreign tax credit limitation purposes.

In general, any foreign currency loss will be treated as a "reportable
transaction" for U.S. federal income tax purposes to the extent that the amount
of the loss equals or exceeds certain threshold amounts (USD 50,000 in the case
of individuals or trusts, whether or not the loss flows through from an S
corporation or partnership, and USD 10 million in the case of corporate
taxpayers). You should consult your own tax advisor concerning the application
of the reportable transaction regulations to the Tender Offer, including any
requirement to file IRS Form 8886.

Consequences of the Tender Offer to U.S. Holders of Option Rights or Share
Rights

The receipt of cash in exchange for your Option Rights and Share Rights pursuant
to the Tender Offer will be a taxable transaction for U.S. federal income tax
purposes. The cash you receive for your tendered Option Rights and Share Rights
pursuant to the Tender Offer will be treated as ordinary compensation income to
the person who was originally granted the Option Rights or Share Rights, and the
amount payable to you in the Tender Offer or in connection with Subsequent
Compulsory Redemption, if any, may be subject to U.S. federal, and possibly also
state and local, withholding (including payroll taxes) owed by the original
grantee. You should consult your tax advisor regarding the consequences of
tendering Option Rights or Stock Rights in the Tender Offer given your own
circumstances including under the rules described above.

Information Reporting and Backup Withholding

You may be subject, under certain circumstances, to information reporting and
backup withholding with respect to the amount of cash received in the Tender
Offer (or in connection with a Subsequent Compulsory Redemption, if any).

Backup Withholding

Under the backup withholding rules, a holder of Equity Interests that is a U.S.
Person may be subject to backup withholding unless such holder is an exempt
recipient and, when required, demonstrates this fact or provides a taxpayer
identification number, makes certain certifications on IRS Form W-9, and
otherwise complies with the applicable requirements. If such holder does not
provide a correct taxpayer identification number, such holder may also be
subject to penalties imposed by the IRS. Holders should consult their tax
advisors regarding qualification for exemption from backup withholding and the
procedure for obtaining such an exemption.

A tendering holder that is a U.S. Person generally is required to provide a
correct Taxpayer Identification Number ("TIN") on IRS Form W-9, which is
available on the IRS's website at https://www.irs.gov/, and to certify, under
penalties of perjury, that such number is correct and that such holder is not
subject to backup withholding of U.S. federal income tax. If a tendering holder
that is a U.S. Person is subject to backup withholding, such holder must cross
out Item (2) of Part II of IRS Form W-9. If the correct TIN is not provided,
then the holder may be subject to a penalty imposed by the IRS and backup
withholding of payments to the holder pursuant to the Tender Offer. See the
instructions to IRS Form W-9 for additional information regarding qualifying for
an exemption from backup withholding. Holders are advised to consult their
respective tax advisors as to their qualifications for obtaining an exemption
from backup withholding and the procedure for obtaining such an exemption.

Certain U.S. Persons (including, among others, certain corporations) are not
subject to backup withholding. Exempt holders should furnish their TIN, check
the "Exempt payee" box on the IRS Form W-9 and sign, date and return the IRS
Form W-9 in order to avoid erroneous backup withholding. See the instructions to
the IRS Form W-9, which are available on the IRS's website at
https://www.irs.gov/.

The TIN of a holder that is a U.S. Person will generally be the Social Security
number or employer identification number of such holder. If such holder holds
the Equity Interests in more than one name or if the Equity Interests are not in
the name of the actual owner, please consult the instructions to the IRS Form W-
9 for additional guidance on which number to report. If the Offeror has reason
to know that the tendering holder is a U.S. Person and the tendering holder does
not provide a TIN by the time of payment, a portion of all payments of the
purchase price may be subject to backup withholding as described below.

If backup withholding applies with respect to a holder, a portion (currently,
28%) of any payment made to such holder is required to be withheld and paid over
to the IRS. Backup withholding is not an additional tax. Rather, the United
States federal income tax liability of persons subject to backup withholding
will be reduced by the amount of tax withheld. If backup withholding results in
an overpayment of taxes, a refund may be obtained from the IRS if required
information is timely furnished to the IRS.

IF YOU ARE A U.S. PERSON, FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 MAY
RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT
TO THE TENDER OFFER. PLEASE REVIEW THE INSTRUCTIONS TO THE IRS FORM W-9 FOR
ADDITIONAL DETAILS.

Other Information Reporting

Certain U.S. Holders may be required to report information with respect to their
investment in Equity Interests not held through a custodial account with a
financial institution to the IRS. The Code also imposes penalties if a U.S.
Holder is required to report such information to the IRS and fails to do so.
U.S. Holders should consult their tax advisors regarding their reporting
obligation with respect to the disposition of their Equity Interests.

1.14        Material Finnish Income Tax Consequences

The following summary is based on the tax laws in force and taxation practice in
Finland as of the date hereof. Changes in Finnish tax laws and taxation practice
may affect, also retroactively, the application of the tax rules discussed in
this summary. The following summary is not exhaustive and it concentrates only
on certain general aspects of the taxation of Biotie shareholders and holders of
Option Rights, Share Rights and Warrants under the Finnish law. The summary does
not explain or take into account the legislation of other jurisdictions than
Finland.

The following summary does not cover tax consequences related to Biotie
shareholders and holders of Option Rights, Share Rights and Warrants under
special provisions, including, for instance, income tax-exempt entities, sole
proprietorships, partnerships and limited partnerships. Neither does the summary
cover (i) the tax consequences of shareholders or holders of Option Rights,
Share Rights and Warrants subject to tax in Finland based on the applicability
of Finnish CFC regulation or (ii) the Finnish inheritance or gift taxation
implications.

ALL HOLDERS OF EQUITY INTERESTS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE
SPECIFIC TAX CONSEQUENCES OF TENDERING THEIR EQUITY INTERESTS IN THIS TENDER
OFFER OR EXCHANGING SUCH SECURITIES FOR CASH IN CONNECTION WITH A SUBSEQUENT
COMPULSORY REDEMPTION IN LIGHT OF THEIR PARTICULAR SITUATIONS, INCLUDING THE
APPLICABILITY AND EFFECT OF FINNISH TAXATION LAWS.

The following summary is based on: (i) The Income Tax Act (1535/1992 as
amended); (ii) The Business Income Tax Act (360/1968 as amended); and (iii) The
Transfer Tax Act (931/1996 as amended).

In addition, relevant Finnish case law as well as decisions and statements made
by the Finnish tax authorities in effect and available as of the date hereof
have been taken into account.

General

Residents and non-residents persons in Finland are treated differently in
taxation. Tax residents in Finland are obliged to pay tax for their worldwide
income. Non-residents are obligated to pay tax only for their income from
Finland. Additionally, non-residents in Finland are obligated to pay tax on the
income from a permanent establishment located in Finland. The double tax
treaties entered into by Finland may prevent the application of Finnish domestic
legislation and prevent taxation of income received from Finland by a non-
resident.

An individual is deemed resident in Finland for tax purposes when such an
individual stays in Finland for a continuous period exceeding six (6) months
with only short and temporary absences or has his main abode and home in
Finland. A Finnish citizen who has moved abroad is deemed resident until three
(3) years have elapsed from the end of the year during which he or she left the
country, unless he or she proves that no more substantial ties to Finland exist
on his part during the tax year concerned. The earned income, including salary,
of a Finnish tax resident individual is taxed at a progressive rate. Capital
income is currently taxed at 30 percent rate. However, if the total amount of
capital income accrued during a calendar year exceeds EUR 30,000, the excess is
taxed at a rate of 34 percent. Corporate entities established under the Finnish
legislation are generally liable to tax in Finland and therefore liable to tax
in Finland on their worldwide income. The corporate income tax rate is currently
20 percent.

Taxation of the profits accrued on the sale of the Shares, Option Rights, Share
Rights and Warrants

Taxation of Finnish Resident Individuals

The capital gain accrued on the sale of Shares, Option Rights, Share Rights and
Warrants is taxed as capital income of Finnish tax resident individuals.
However, please note the rules regarding employment based option arrangements
provided in the section 66.3 of the Income Tax Act explained below, which affect
the taxation of the received benefit to be generally taxed as earned income.
According to the rules in force since the beginning of 2016, capital loss
generated from the sale of the Shares, Option Rights, Share Rights and Warrants
is tax deductible from all capital income. This applies to capital losses
arising during or after the year 2016. Those capital losses which are accrued
prior to 2016 are deductible only from capital gains and not from all capital
income. Capital losses may be deducted during the same tax year and during the
five (5) following tax years. Capital losses are not taken into account when
confirming the amount of tax credit for capital loss.

Notwithstanding the above, capital gains arising from the sale of assets are
exempt from tax provided that the proceeds of all assets sold by the resident
individual during the calendar year do not, in the aggregate, exceed EUR 1,000
(not including proceeds from a sale of assets that is tax-exempt pursuant to
Finnish tax laws). Correspondingly, capital losses are not tax deductible if (i)
the acquisition cost of all assets sold during the calendar year does not, in
the aggregate, exceed EUR 1,000 and (ii) the proceeds of all assets sold by the
resident individual during the calendar year do not, in the aggregate, exceed
EUR 1,000. If the sale of the Shares, Option Rights, Share Rights and Warrants
relates to the seller's business, the income received from the sale shall be
divided so as to be taxed partially as earned income at the progressive rate and
partially as capital income at 30/34 rate. Losses accrued in business are
deducted as described below in connection with "Taxation of Finnish
Corporations".

Any capital gain or loss is calculated by deducting the original acquisition
cost and sales related expenses from the sales price. Alternatively, individuals
may, instead of deducting the actual acquisition costs, choose to apply a so-
called presumptive acquisition cost, which is equal to 20 percent of the sales
price or, if the shares have been held for at least ten years, 40 percent of the
sales price. If the presumptive acquisition cost is used instead of the actual
acquisition cost, any sales related expenses are deemed to be included therein
and, therefore, may not be separately deducted from the sales price.

The abovementioned rules regarding the taxation of capital gains and losses are
not applicable to instruments which are regarded as employment based option
rights under the section 66.3 of the Income Tax Act. For instance, such
instruments can be option rights received on the basis of an incentive program
where the option right has not yet been used to subscribe for shares. According
to the rules on taxation of employment based option rights, the disposal of the
option right is considered as an exercise of the option and the benefit received
from the disposal is taxed as earned income of the employee at the progressive
rate. If the employee has already subscribed for shares according to the terms
and conditions of the incentive program, the disposal of said shares is taxed as
capital gain or loss as described above.

Taxation of Finnish Corporations

Finnish corporations are liable to tax on their worldwide income. The taxable
income of a Finnish corporation is defined separately for business activities,
agriculture and other activities. The sales price of Shares, Option Rights,
Share Rights and Warrants is usually regarded as the taxable income of the
business activities or other activities of a corporation. The income from both
sources is taxable at the flat tax rate of 20 percent. The capital gain and loss
are calculated by deducting original acquisition cost and sales related expenses
from the sales price. The undepreciated acquisition cost of the disposed
instruments is deductible from the income of the source that the disposed
Shares, Option Rights, Share Rights and Warrants belonged to for the
corporation. The possible loss accrued from the disposal of Shares, Option
Rights, Share Rights and Warrants belonging to the business income source may be
deducted from other income of the business income source. The tax loss carry
forwards of business may be deducted from business income during the following
ten (10) tax years. Capital losses belonging to the other income source are tax
deductible during the same year or the following five (5) years.

As an exception to the above, the capital gains received by a corporation from
the disposal of the shares that belong to its business activities, which the
corporation has continuously owned for a minimum period of one year and which
entitle it to at least 10 percent of the share capital of the company owned, may
be tax exempt under certain conditions. Capital losses arising from the disposal
of the said shares are not deductible in taxation. The losses incurred from the
disposal of shares belonging to the business activities and which may not be
disposed tax free, are deductible in taxation only from profits accrued from the
disposal of shares belonging to the business activities during the tax year and
following five (5) years.

Taxation of Non-residents

Non-residents who are not generally liable for tax in Finland usually will not
be subject to Finnish taxes on capital gains realized on the sale of shares or
subscription rights of a Finnish company, unless the non-resident taxpayer is
deemed to have a permanent establishment for income tax purposes in Finland and
the shares are considered as assets of that permanent establishment. In
addition, non-resident holders of employment based option rights, as described
in the section 66.3 of the Income Tax Act, are liable to tax in those situations
and only to the extent that the benefit received from the disposal of the option
right is accrued from the time the employee worked mainly in Finland on behalf
of a Finnish employer. The benefit received shall be taxed as earned income.
However, a double taxation treaty applicable to the situation may limit the
right to the tax in Finland.

Transfer Tax

Transfer tax is generally not payable on the transfer of securities subject to
public trading against fixed cash consideration. The transaction is not subject
to transfer tax provided that an investment service company or a foreign
investment service company or another investment service provider, as defined in
the Finnish Act on Investment Services (747/2012, as amended), is brokering or
serving as a party to the transaction or that the transferee has been approved
as a trading party in the market where the transfer is executed. If the broker
or other party to the transfer is not a Finnish investment firm, Finnish credit
institution or Finnish branch or office of a foreign investment firm or credit
institution, the transfer will be tax exempt provided that the transferee liable
for tax notifies the Finnish tax authorities of the transfer within two months
thereof or the broker submits an annual declaration concerning the transfer to
the Finnish Tax Administration as set forth in the Act on Assessment Procedure.
Tax exemption does not apply to transfers executed as equity investments or
distribution of funds or to transfers in which consideration comprises in full
or in part of work performed, or to certain other transfers set out in the
Transfer Tax Act.

The buyer is liable to pay transfer tax amounting to 1.6 percent of the
transaction price in transfers of Shares, Option Rights, Share Rights and
Warrants that do not fulfil the above criteria but which are regarded as
securities in the light of Transfer Tax Act, such as option rights and other
special rights under the Finnish Companies Act entitling to subscription of
shares. If the buyer is not generally liable for tax in Finland or if the buyer
is not a foreign credit institution's or investment firm's or management
company's Finnish branch, the seller must charge the tax from the buyer. If the
broker is a Finnish stockbroker or a credit institution or a foreign
stockbroker's or credit institution's Finnish branch, it is liable to charge the
transfer tax from the buyer and give an account thereof to the buyer. If neither
party to the transaction is generally liable for tax in Finland or if neither
party to the transaction is a foreign credit institution's, investment firm's or
management company's Finnish branch or office, transfer tax will not be payable
on the transfer (excluding transfers of qualified real estate company shares).
No transfer tax is levied if the amount of the tax is less than EUR 10.

In addition, the employees taking part in the incentive programs of the Company
shall take into account the current view of the Finnish Tax Administration
regarding transfer tax liability of employment based option rights and its
realization in connection with the disposal of rights. The received option
rights and other special rights under the Finnish Companies Act entitling to
subscription of shares, such as the share units granted in connection with the
share award plan, are primarily considered as subscription rights under the
Transfer Tax Act, i.e. for the purposes of transfer taxation they are viewed as
securities. The transfer tax liability with respect to employment based option
arrangements arises at the moment when the subscription right is granted, but
the amount of payable transfer tax can only be determined upon exercising the
right.

1.15        Certain Effects of the Tender Offer

Market for the Shares and ADSs. The purchase of Shares and ADSs by the Offeror
pursuant to the Tender Offer will reduce the number of holders of Shares and
ADSs and the number of Shares and ADSs that might otherwise trade publicly,
which could adversely affect the liquidity and market value of the remaining
Shares and ADSs held by persons other than the Offeror.  The Offeror cannot
predict whether the reduction in the number of Shares or ADSs that might
otherwise trade publicly would have an adverse or beneficial effect on the
market price for, or marketability of, the Shares or ADSs or whether such
reduction would cause future market prices to be greater or less than the prices
offered in this Tender Offer.

Stock Quotation. The Shares are quoted on Nasdaq Helsinki and the ADSs are
quoted on Nasdaq US. Upon consummation of the Tender Offer, depending upon the
aggregate market value and the number of Equity Interests not purchased pursuant
to the Tender Offer or any subsequent open market or privately negotiated
purchases, as well as the number of public securityholders, the ADSs may no
longer meet the quantitative requirements for continued listing on Nasdaq US and
the Shares and ADSs may become eligible for deregistration under the Exchange
Act. We intend to apply for such deregistration and delist the ADSs from Nasdaq
US.

In addition, once we own all of the Equity Interests, it is our intention that
the Company will apply for termination of public trading of Shares on the Nasdaq
Helsinki and delist the Shares from Nasdaq Helsinki.

According to the published guidelines of the Financial Industry Regulatory
Authority, the ADSs might no longer be eligible for continued inclusion in
Nasdaq US if, among other things, the number of publicly-held ADSs falls below
500,000, the aggregate market value of the publicly-held ADSs is less than USD
1 million, or there are fewer than three market makers for the ADSs. ADSs held
by officers or directors of the Company or their immediate families, or by any
beneficial owner of 10 percent or more of the ADSs, ordinarily will not be
considered to be publicly-held for this purpose.

If the Shares cease to be listed on the Nasdaq Helsinki or the ADSs cease to be
listed on the Nasdaq US, the market for the Shares and ADSs could be adversely
affected. It is possible that the Shares or ADSs would be traded on other
securities exchanges (with trades published by such exchanges), The Nasdaq
Capital Market, the OTC Bulletin Board or in a local or regional over-the-
counter market. The extent of the public market for the Shares and ADSs and the
availability of such quotations would, however, depend upon the number of
holders of Shares and ADSs and the aggregate market value of the Shares and ADSs
remaining at such time, the interest in maintaining a market in the Shares and
ADSs on the part of securities firms, the possible termination of registration
of the ADSs under the Exchange Act and other factors.

Exchange Act Registration. The Shares and the ADSs currently are registered
under the Exchange Act. The purchase of the Shares and the ADSs pursuant to the
Tender Offer may result in the Shares and the ADSs becoming eligible for
deregistration under the Exchange Act. Registration of the Shares and the ADSs
may be terminated by the Company upon application to the SEC if the outstanding
ADSs are not listed on a "national securities exchange" and if there are fewer
than 300 holders of record of the Shares and the ADSs that are U.S. residents.

We intend to seek to cause the Company to apply for termination of registration
of the Shares and the ADSs as soon as possible after consummation of the Tender
Offer if the requirements for termination of registration are met. Termination
of registration of the Shares and the ADSs under the Exchange Act would reduce
the information required to be furnished by the Company to the holders of Equity
Interests and to the SEC and would make certain provisions of the Exchange Act
no longer applicable with respect to the Shares and the ADSs. In addition, if
the Shares and the ADSs are no longer registered under the Exchange Act, the
requirements of Rule 13e-3 with respect to "going private" transactions would no
longer be applicable to the Company. Furthermore, the ability of "affiliates" of
the Company and persons holding "restricted securities" of the Company to
dispose of such securities pursuant to Rule 144 under the U.S. Securities Act of
1933, as amended, may be impaired or eliminated.

If registration of the Shares and the ADSs is not terminated prior to any
Subsequent Compulsory Redemption, then the registration of the Shares and the
ADSs under the Exchange Act will be terminated following completion of the
Subsequent Compulsory Redemption.

1.16        Certain Legal Matters; Regulatory Approvals; Description of SEC
Relief

General. Except as described in this Section 1.16, the Offeror is not aware of
any pending legal proceeding relating to the Tender Offer. Except as described
in this Section 1.16, based on its examination of publicly available information
filed by the Company with the SEC and other publicly available information
concerning the Company, the Offeror is not aware of any governmental license or
regulatory permit that appears to be material to the Company's business that
might be adversely affected by the Offeror's acquisition of Equity Interests as
contemplated herein or of any approval or other action by any governmental,
administrative or regulatory authority or agency, domestic or foreign, that
would be required for the acquisition or ownership of Equity Interests by the
Offeror as contemplated herein. Should any such approval or other action be
required, the Offeror currently contemplates that, except as described below
under "Takeover Statutes," such approval or other action will be sought. While
the Offeror does not currently intend to delay acceptance for payment of Equity
Interests tendered pursuant to the Tender Offer, pending the outcome of any such
matter, there can be no assurance that any such approval or other action, if
needed, would be obtained or would be obtained without substantial conditions or
that if such approvals were not obtained or such other actions were not taken,
adverse consequences might not result to the Company's business, or certain
parts of the Company's business might not have to be disposed of, any of which
could cause the Offeror to elect to terminate the Tender Offer without the
purchase of Equity Interests thereunder under certain conditions. See Section
1.2-"Conditions to Completion of the Tender Offer."

U.S. State Takeover Statutes. A number of U.S. states (including Delaware) have
adopted takeover laws and regulations which purport, to varying degrees, to be
applicable to attempts to acquire securities of corporations which are
incorporated in such states or which have substantial assets, stockholders,
principal executive offices or principal places of business therein ("State
Takeover Laws").

The Offeror is not aware of any State Takeover Laws that are applicable to the
Tender Offer or potential Subsequent Compulsory Redemption and has not attempted
to comply with any such State Takeover Laws. If any government official or third
party should seek to apply any such State Takeover Law to the Tender Offer or
potential Subsequent Compulsory Redemption or other business combination between
the Offeror or any of its affiliates and the Company, the Offeror will take such
action as then appears desirable, which action may include challenging the
applicability or validity of such State Takeover Law in appropriate court
proceedings. In the event it is asserted that one or more State Takeover Laws is
applicable to the Tender Offer or potential Subsequent Compulsory Redemption and
an appropriate court does not determine that it is inapplicable or invalid as
applied to the Tender Offer or potential Subsequent Compulsory Redemption, as
applicable, the Offeror might be required to file certain information with, or
to receive approvals from, the relevant state authorities or holders of Equity
Interests, and the Offeror might be unable to accept for payment or pay for
Equity Interests tendered pursuant to the Tender Offer, or be delayed in
continuing or consummating the Tender Offer or potential Subsequent Compulsory
Redemption. In such case, the Offeror may not be obligated to accept for payment
or pay for any tendered Equity Interests. See Section 1.2-"Conditions to
Completion of the Tender Offer."

U.S. Antitrust Compliance. Under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act"), and the related rules and regulations that have
been issued by the Federal Trade Commission (the "FTC"), certain transactions
may not be consummated until certain information and documentary material have
been furnished for review by the FTC and the Antitrust Division of the U.S.
Department of Justice (the "Antitrust Division") and certain waiting period
requirements have been satisfied. These requirements apply to Offeror's
acquisition of the Equity Interests in the Tender Offer.

Under the HSR Act, the purchase of Equity Interests in the Tender Offer may not
be completed until the expiration of a 15-calendar-day waiting period which
began when the Offeror filed a Premerger Notification and Report Form under the
HSR Act with the FTC and the Antitrust Division on January 29, 2016. The
required waiting period with respect to the Tender Offer expired at 11:59 p.m.,
New York City Time, on February 16, 2016.

We believe that the only material regulatory filing required to consummate the
Tender Offer is the filing of the Premerger Notification and Report Form
pursuant to the HSR Act.

SEC No Action Relief.  We have been granted no action and/or exemptive relief by
the SEC from certain of its otherwise applicable rules to allow the Tender Offer
to proceed in the manner described in this Tender Offer Document.  In
particular, the SEC has granted the following:

·             relief from the provisions of Rule 14e-1(d) under the Exchange Act
to permit the Offeror to announce the preliminary results and any extension of
the Offer Period on the next Finnish banking day after the Expiration Date;

·             relief from the provisions of Rule 14e-1(c) and Rule 14d-11(c)
under the Exchange Act to permit the Offeror to tender payment for the tendered
Equity Interests within six (6) Finnish banking days after the Expiration Date
(and within nine (9) Finnish banking days for Option Rights and Share Rights
that are held in certificated form)  and to commence a Subsequent Offer Period
while settling the initial offering in this manner;

·             relief from the provisions of Rule 14d-11(d) under the Exchange
Act to permit the Offeror to commence a Subsequent Offer Period on the next
Finnish banking day following the announcement of the final results with respect
to the Offer Period; and

·             relief from the provisions of Rule 14d-11(e) under the Exchange
Act to permit the Offeror to accept the Equity Interests tendered during a
Subsequent Offer Period period on a periodic basis (approximately every week)
and to pay for such Equity Interests within five (5) Finnish banking days after
the end of each weekly settlement, in accordance with Finnish law and customary
Finnish market practice.

1.17        Dividends and Distributions

As discussed in Section 3.4-"Summary of the Combination Agreement-Undertakings"
of the Tender Offer Document, the Combination Agreement provides that from the
date of the Combination Agreement to the Closing Date, without the prior written
approval of the Offeror, the Company will not, and will not allow its
subsidiaries to make or implement any dividends, changes in capitalization,
transfer or encumbrance of treasury shares or grant, transfer or disposal of any
option rights for shares in the Company.

1.18        Other Issues

The Offeror reserves the right to amend the terms and conditions of the Tender
Offer in accordance with Chapter 11, Section 15, Subsection 2 of the Finnish
Securities Market Act and other applicable law, including U.S. tender offer
rules, and subject to the terms and conditions of the Combination Agreement and
this Tender Offer Document.

Subject to the Combination Agreement, the Offeror reserves the right to extend
the Offer Period and to amend the terms and conditions of the Tender Offer
(including a potential withdrawal of the Tender Offer) in accordance with
Chapter 11, Section 17 of the Finnish Securities Market Act if, during the Offer
Period or any Subsequent Offer Period, a third party announces a competing
public tender offer for the Equity Interests.

The Offeror will have sole discretion to determine all other issues relating to
the Tender Offer, subject to the requirements of applicable Finnish and United
States law and subject to the Combination Agreement.

The Tender Offer will not be made directly or indirectly in any jurisdiction
where prohibited by applicable law or where any document, registration or other
requirement would be necessary in addition to those required by the applicable
law in Finland and the United States.

This Tender Offer Document and related materials, including the Letter of
Transmittal and Acceptance Forms, will 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 Tender Offer is not being
made, directly or indirectly, in or into, Canada, Japan, Australia, South Africa
or Hong Kong or any other jurisdiction where prohibited by law. The Tender Offer
cannot be accepted by any such use, means or instrumentality or from within
Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction
where prohibited by law.

No person has been authorized to give any information or to make any
representation on behalf of the Offeror not contained herein, in the Letter of
Transmittal or in the Acceptance Forms and, if given or made, such information
or representation must not be relied upon as having been authorized.




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