ALTIA — M&A Activity 2020

Sep 29, 2020

Proposals by the Shareholders’ Nomination Board of Altia to the Extraordinary General Meeting resolving on the merger between Altia Plc and Arcus ASA

Proposals by the Shareholders’ Nomination Board of Altia to the Extraordinary General Meeting resolving on the merger between Altia Plc and Arcus ASA

ALTIA PLC   STOCK EXCHANGE RELEASE    29 SEPTEMBER 2020 AT 9:15 am EEST

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NOTICE” BELOW.

Proposals by the Shareholders’ Nomination Board of Altia to the Extraordinary
General Meeting resolving on the merger between Altia Plc and Arcus ASA

Altia Plc ("Altia") announced on 29 September 2020 the merger of Altia's and
Arcus ASA's ("Arcus") business operations through a statutory cross-border
absorption merger of Arcus into Altia. As a result of the merger, all assets and
liabilities of Arcus will be transferred without a liquidation procedure to
Altia, and Arcus will be dissolved (the "Merger"). The shareholders of Arcus
will receive new shares in Altia in proportion to their shareholdings as merger
consideration.

Altia after the Merger is hereinafter referred to as the "Combined Company".

Pursuant to the Merger Plan, the Shareholders’ Nomination Board of Altia
proposes to the Extraordinary General Meeting resolving on the Merger that the
meeting would decide as follows:

Number of members of the Board of Directors

Pursuant to the Merger Plan, the Shareholders' Nomination Board of Altia, after
consultation with the Nomination Committee of Arcus, proposes that the number of
members of the Board of Directors of the Combined Company, including the
Chairman of the Board of Directors, shall be eight (8).

Composition of the Board of Directors

Pursuant to the Merger Plan, the Shareholders' Nomination Board of Altia, after
consultation with the Nomination Committee of Arcus, proposes that Sanna Suvanto
-Harsaae, Jyrki Mäki-Kala and Torsten Steenholt of the current members of the
Board of Directors of Altia be conditionally elected to continue to serve on the
Board of Directors of the Combined Company, that Michael Holm Johansen, Kirsten
Ægidius, Ingeborg Flønes and Nils Selte of the current members of the Board of
Directors of Arcus be conditionally elected as new members of the Board of
Directors of the Combined Company, that Sinikka Mustakari be conditionally
elected as a new member of the Board of Directors of the Combined Company, that
Michael Holm Johansen, currently a member of the Board of Directors of Arcus, be
conditionally elected as Chairman of the Board of Directors of the Combined
Company and that Sanna Suvanto-Harsaae, currently a member of the Board of
Directors of Altia, be conditionally elected as Vice Chairman of the Board of
Directors of the Combined Company, each for the term commencing on the effective
date of the Merger (the “Effective Date”) and expiring at the end of the Annual
General Meeting of the Combined Company held in 2022.

Seven (7) of the Board nominees are considered independent of the Combined
Company and six (6) Board nominees are considered independent of the significant
shareholders of the Combined Company.

The Board member nominees have given their consent to the election. Information
concerning the new Board nominees is available on Altia's website at
www.altiagroup.com/investors.

The term of the currently serving members of the Board of Directors not
conditionally elected to continue in the Board of Directors of the Combined
Company for the term commencing on the Effective Date shall end on the Effective
Date.

Remuneration of the new members of the Board of Directors

Pursuant to the Merger Plan, the Shareholders' Nomination Board of Altia, after
consultation with the Nomination Committee of Arcus, proposes that in line with
the resolutions of the Annual General Meeting of Altia held on 4 June 2020, the
new members of the Board of Directors of the Combined Company to be
conditionally elected for the term commencing on the Effective Date and expiring
at the end of the Annual General Meeting of the Combined Company held in 2022 be
paid monthly fees as follows:

− EUR 4 000 per month, Chairman

− EUR 2 500 per month, Vice Chairman

− EUR 2 000 per month, member

The remuneration of the members of the Board of Directors potentially nominated
by the employees as employee representatives shall be determined separately by
the Board of Directors but will not in any event exceed the remuneration of the
other members of the Board of Directors.

Otherwise the resolutions on Board remuneration made by the AGM of Altia held on
4 June 2020 shall remain in force unaffected.

The annual remuneration of the new Board members elected hereunder shall be paid
in proportion to the length of their term in office.

The Shareholders' Nomination Board of Altia, after consultation with the
Nomination Committee of Arcus, may amend the above-mentioned proposals
concerning the election of members of the Board of Directors of the Combined
Company and/or their remuneration, in case one or more of the above-mentioned
persons would not be available for election at the Extraordinary General Meeting
of Altia resolving on the Merger.

Amendment and temporary deviation from the Charter of the Altia Shareholders’
Nomination Board

Pursuant to the Merger Plan, the Shareholders’ Nomination Board of Altia
proposes to the Extraordinary General Meeting that the Extraordinary General
Meeting resolves to make an amendment to and a one-time deviation from the
charter of the Shareholders' Nomination Board of Altia (the "Charter").

According to the current Charter, the Shareholders’ Nomination Board consists of
three (3) physical persons nominated by the shareholders as members. The members
of the Nomination Board shall represent the company’s three (3) largest
shareholders who (i) represent the largest number of votes of all shares in the
company on the first banking day of June each year (the “Value Day”) as
determined on the basis of the shareholder register of the company maintained by
Euroclear Finland Ltd; and (ii) wish to nominate a member to the Nomination
Board. The Chairman of the Board acts as an expert member in the Nomination
Board.

As part of its approval of the Merger, the Shareholders’ Nomination Board
proposes to the Extraordinary General Meeting an amendment to the Charter
whereby, in addition to the Chairman of the Board of Directors, also the Vice
Chairman of the Board of Directors will act as expert member to the
Shareholders' Nomination Board. For the avoidance of doubt, the Chairman and the
Vice Chairman of the Board shall not be official members of the Nomination Board
and do not have any voting right, but they have the right to attend the meetings
of the Nomination Board and receive the relevant material for such meetings.

Further, the Shareholders’ Nomination Board proposes to the Extraordinary
General Meeting a temporary deviation from the Charter to the effect that,
should the Effective Date be later than 1 June 2021, the members of the
Shareholders' Nomination Board of the Combined Company will be determined based
on the three (3) largest shareholders in the Combined Company on the tenth (10)
business day following the Effective Date.

Composition of Altia’s Shareholders’ Nomination Board

As announced on 1 July 2020, the members of Altia’s Shareholders’ Nomination
Board are:

· Pekka Hurtola, the Ownership Steering Department in the Prime Minister’s
Office, Chairman of the Shareholders’ Nomination Board
· Hanna Kaskela, Varma Mutual Pension Insurance Company
· Annika Ekman, Ilmarinen Mutual Pension Insurance Company

In addition, the Chairman of Altia’s Board of Directors, Sanna Suvanto-Harsaae
acts as an expert member in the Nomination Board.

ALTIA PLC

Further information:

Sanna Suvanto-Harsaae, Chairman of Altia’s Board of Directors

Pekka Hurtola, Chairman of Altia’s Shareholders’ Nomination Board

Contacts:

Analysts and investors: Tua Stenius-Örnhjelm, Investor Relations, tel. +358 40
748 8864

Media: Petra Gräsbeck, Corporate Communications, tel. +358 40 767 0867

Distribution:

Nasdaq Helsinki Ltd

Principal media

www.altiagroup.com

Important notice

The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The information
contained herein is not for publication or distribution, in whole or in part,
directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, South
Africa or any other jurisdiction where such publication or distribution would
violate applicable laws or rules or would require additional documents to be
completed or registered or require any measure to be undertaken in addition to
the requirements under Finnish law. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This release is not directed to, and is not intended for
distribution to or use by, any person or entity that is a citizen or resident or
located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such
jurisdiction.

Altia is a Finnish company and Arcus is a Norwegian company. The transaction,
including the information distributed in connection with the merger and the
related shareholder votes, is subject to disclosure, timing and procedural
requirements of a non-U.S. country, which are different from those of the United
States. The financial information included or referred to in this release has
been prepared in accordance with IFRS, which may not be comparable to the
accounting standards, financial statements or financial information of U.S.
companies or applicable in the United States.

It may be difficult for U.S. shareholders of Arcus to enforce their rights and
any claim they may have arising under U.S. federal or state securities laws,
since Altia and Arcus are not located in the United States, and all or some of
their officers and directors are residents of non-U.S. jurisdictions. It may be
difficult to compel a foreign company and its affiliates to subject themselves
to a U.S. court’s judgment. U.S. shareholders of Arcus may not be able to sue
Altia or Arcus or their respective officers and directors in a non-U.S. court
for violations of U.S. laws, including federal securities laws, or at the least
it may prove to be difficult to evidence such claims. Further, it may be
difficult to compel Altia or Arcus and their affiliates to subject themselves to
the jurisdiction of a U.S. court. In addition, there is substantial doubt as to
the enforceability in a foreign country in original actions, or in actions for
the enforcement of judgments of U.S. courts, based on the civil liability
provisions of the U.S. federal securities laws.

This release does not constitute a notice to an EGM or a merger prospectus and
as such, does not constitute or form part of and should not be construed as, an
offer to sell, or the solicitation or invitation of any offer to buy, acquire or
subscribe for, any securities or an inducement to enter into investment
activity. Any decision with respect to the proposed merger of Arcus into Altia
should be made solely on the basis of information to be contained in the actual
notices to the EGM of Arcus and Altia, as applicable, and the merger prospectus
related to the merger as well as on an independent analysis of the information
contained therein. You should consult the merger prospectus for more complete
information about Altia, Arcus, their respective subsidiaries, their respective
securities and the merger. No part of this release, nor the fact of its
distribution, should form the basis of, or be relied on in connection with, any
contract or commitment or investment decision whatsoever. The information
contained in this release has not been independently verified. No
representation, warranty or undertaking, expressed or implied, is made as to,
and no reliance should be placed on, the fairness, accuracy, completeness or
correctness of the information or the opinions contained herein. Neither Altia
nor Arcus, nor any of their respective affiliates, advisors or representatives
or any other person, shall have any liability whatsoever (in negligence or
otherwise) for any loss however arising from any use of this release or its
contents or otherwise arising in connection with this release. Each person must
rely on their own examination and analysis of Altia, Arcus, their respective
securities and the merger, including the merits and risks involved. The
transaction may have tax consequences for Arcus shareholders, who should seek
their own tax advice.

The securities referred to in this release have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”), or the securities laws of any state of the United States (as
such term is defined in Regulation S under the U.S. Securities Act) and may not
be offered, sold or delivered, directly or indirectly, in or into the United
States absent registration, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities
Act and in compliance with any applicable state and other securities laws of the
United States. This release does not constitute an offer to sell or solicitation
of an offer to buy any of the shares in the United States. Any offer or sale of
new Altia shares made in the United States in connection with the merger may be
made pursuant to the exemption from the registration requirements of the U.S.
Securities Act provided by Rule 802 thereunder.

The new shares in Altia have not been and will not be listed on a U.S.
securities exchange or quoted on any inter-dealer quotation system in the United
States. Neither Altia nor Arcus intends to take any action to facilitate a
market in the new shares in Altia in the United States.

The new shares in Altia have not been approved or disapproved by the U.S.
Securities and Exchange Commission, any state securities commission in the
United States or any other regulatory authority in the United States, nor have
any of the foregoing authorities passed comment upon, or endorsed the merit of,
the merger or the accuracy or the adequacy of this release. Any representation
to the contrary is a criminal offence in the United States.

Altia is a leading Nordic alcoholic beverage brand company operating in the
wines and spirits markets in the Nordic and Baltic countries. Altia wants
to support a development of a modern, responsible Nordic drinking
culture. Altia’s flagship brands are Koskenkorva, O.P. Anderson and Larsen.
Other iconic Nordic brands are Chill Out, Blossa, Xanté, Jaloviina, Leijona,
Explorer and Grönstedts. Altia’s net sales in 2019 were EUR 359.6 million and
the company employs about 650 professionals. Altia’s shares are listed on Nasdaq
Helsinki.  www.altiagroup.com (https://emea01.safelinks.protection.outlook.com/?u
rl=http%3A%2F%2Fwww.altiagroup.com%2F&data=02%7C01%7Ctua.stenius
-ornhjelm%40altiacorporation.com%7C2585bdb59e634e3166bb08d68cc5cb74%7Cc32b30ff587
14a7da29e6f63e6b0ebfd%7C0%7C1%7C636851178498173052&sdata=ieSBZyTDawyVcCqpF1RCYITo
I%2Bk%2FEosQeClTugAvHBM%3D&reserved=0).

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