Enento Group Oyj — M&A Activity 2018

Apr 24, 2018

Asiakastieto Group Plc and UC AB have agreed on a combination - the two companies will create a stronger future together

Asiakastieto Group Plc and UC AB have agreed on a combination - the two companies will create a stronger future together

ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE, 24 APRIL 2018 AT 7.00 A.M. EEST

This stock exchange release may not be published or distributed, in whole or in
part, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan,
South Africa or the United States or any other country 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 requirements under Finnish law. For further information, see
"Important Information" below.

Asiakastieto Group Plc and UC AB have agreed on a combination - the two
companies will create a stronger future together

Asiakastieto Group Plc's ("Asiakastieto") Board of Directors and UC AB's ("UC")
owners announce that they have agreed to combine the two companies (further
"Combination" or "Transaction").

* Asiakastieto and UC will join forces to meet the changing customer needs and
will form one of the leading Nordic companies in digital services and data
innovation
* The Combination is expected to result in considerable benefits for
stakeholders including creation of considerable shareholder value through
accelerated growth and targeted estimated annual synergies of at least EUR
17 million, expected to be implemented in full by year 2021
* Pursuant to the terms of the Combination, Asiakastieto will acquire UC for a
total consideration valued at EUR 339.8 million, consisting of EUR 98.8
million in cash and 8,828,343 newly issued shares in Asiakastieto
* The current shareholders of UC will own approximately 36.9 percent and the
current shareholders of Asiakastieto approximately 63.1 percent of the
shares in Asiakastieto after the completion of the Transaction
* The completion of the Transaction is expected during the second quarter of
2018, subject to Asiakastieto's extraordinary general meeting (the "EGM")
authorizing the Board of Directors to resolve on a directed share issue,
approval by relevant competition authorities, as well as certain other
customary conditions
* Sampo Plc, Mandatum Life Insurance Company Limited, Keva and Kaleva Mutual
Insurance Company, holding in aggregate approximately 26 percent of the
shares in Asiakastieto, have undertaken to attend Asiakastieto's EGM and to
vote in favor of the authorization to the Board of Directors
BACKGROUND

Asiakastieto and UC will join forces to meet the changing customer needs. The
Combination of Asiakastieto and UC creates one of the leading Nordic companies
in digital services and data innovation with strong market positions in Finland
and Sweden.[1] The combined company will employ nearly 500 skilled employees
committed to delivering reliable and innovative services to a combined customer
base consisting of almost 70,000 companies, as well as private individuals.

Asiakastieto and UC believe that the service needs of their customers are
undergoing a significant transformation. New technologies such as artificial
intelligence and machine learning together with increasing regulation are
transforming the market. The amount of data, especially unstructured data, is
growing rapidly. These changes are having a major impact on customer needs, and
there is an urgent need to exploit data in a more efficient manner while
companies are increasingly focusing on their core businesses. In addition, there
is an increasing demand for cross-border services.

Engaged and competent employees will continue to be at the core of the combined
company. The combined company will provide an inspiring, respectful and
passionate working community with a broader range of development opportunities
in an international environment.

The combined company will be well positioned to leverage the market opportunity
with greater scale and resources. In particular, the potential for higher
efficiency is expected to play a role in enabling future growth, for example, by
allowing more focused and effective use of resources. Through sharing of best
practices and by improving the ways of working, the combined entity is expected
to achieve more efficient service development, increased operational efficiency
as well as modernized platforms and support systems.

Asiakastieto and UC will together aim to continue being among the leaders in
digital services and data innovation. The combined company will have an enhanced
capabilities base and more resources to accelerate the development of innovative
and cost efficient services. The combined company will also have an increased
ability to invest in, for example, digital innovation, data science and
artificial intelligence in the future.

Commitment to high quality and best in class reliability is at the core of the
shared value base of Asiakastieto and UC. Additionally, the two companies share
a similar business model, common Nordic values, preference to developing long-
term customer relationships and a commitment to privacy. Moreover, Asiakastieto
and UC have an existing and long-standing cooperation and complement each other
geographically, while their product offerings allow transfer of existing
services to both of the respective home markets.

"Our customers' service needs are undergoing a significant transformation. We
want to meet their changing and enhanced needs. The combined company will be
well positioned to leverage the market opportunity with larger scale and
resources. Engaged and talented people are in the core of the two companies and
that is to continue in the new, stronger entity. Higher efficiency will play a
key role in enabling our future growth. Together we will take a leap towards the
next level of digital services and data innovations. We will create a stronger
future together," says Jukka Ruuska, CEO of Asiakastieto.

"Commitment to high quality and top-level reliability is at the core of the
shared value base of Asiakastieto and UC. We have an existing and long standing
cooperation, similar business logic, common Nordic values, long-term customer
relationships and commitment to privacy. The combination will continue to
deliver high quality and top-level reliability. Additionally, the two companies
will build a stronger future together and the combined company will be well
positioned to deliver value to its customers and other stakeholders. For
example, existing services are planned to be introduced in Finland and Sweden
respectively and best practices will be transferred between the countries. We
see significant opportunities in this new combination," says Anders Hugosson,
CEO of UC.

OVERVIEW OF UC

UC is one of the leading business and credit reference agencies in Sweden. The
company provides refined business information and comprehensive credit reports
that enable companies and private individuals to make more reliable business
decisions. The company offers products and services for risk management,
decision-making, as well as sales and marketing. Customers include financial
institutions and other companies, as well as private individuals and the public
sector.

UC's net sales in 2017 under Swedish GAAP were SEK 716.6 million (EUR 74.4
million) and operating profit was SEK 45.2 million (EUR 4.7 million) and EBITDA
SEK 55.8 million (EUR 5.8 million). Adjusted EBITDA, including certain
preliminary IFRS adjustments estimated by the management and items affecting
comparability was SEK 170.8 million (EUR 17.7 million) in 2017.[2](, )[3] The
company has over 300 employees based in Stockholm, Gothenburg, Malmö, Örebro,
and Östersund. The company is owned by Skandinaviska Enskilda Banken AB (publ),
Nordea Bank AB (publ), Svenska Handelsbanken AB (publ), Swedbank AB (publ),
Danske Bank A/S Swedish branch and Länsförsäkringar Bank AB (publ).

RATIONALE AND KEY BENEFITS OF THE COMBINATION

Strong rationale for the Combination

* Asiakastieto and UC are joining forces to meet the changing customer needs
* Engaged and competent people are in the core of both companies
* Shared value base consisting of commitment to high quality and top-level
reliability. The companies share a similar business model, common Nordic
values, long-term customer relationships and commitment to privacy

Key benefits of the Combination

* The Combination creates one of the leading Nordic companies in digital
services and data innovation
* Well positioned to leverage the market opportunity from changing customer
needs and market environment through greater scale and resources
* Potential for higher efficiency, enabling future growth achieved, for
example, through sharing of best practices and creating new ways of working
* Enhanced competence base and resources to accelerate development of
innovative and cost efficient services combined with improved ability to
invest in new technologies
* Transfer of existing services between the markets - for example internet
monitoring provided by Asiakastieto in Finland will be introduced to Swedish
customers and collateral valuation service (Bostadsvärdering) has been
developed by UC and will create possibilities to be developed also for the
Asiakastieto customers
* Offers an inspiring, respectful and passionate working community with broad
range of development opportunities in an international environment
* Opportunities for shareholder value creation through sales, cost and
recurring capital expenditure synergies
OVERVIEW OF COMBINED COMPANY

SELECTED ILLUSTRATIVE AGGREGATED FINANCIAL INFORMATION

Basis for Preparation

The selected illustrative unaudited aggregated financial information presented
below is based on Asiakastieto's audited consolidated financial statements for
the year ended December 31, 2017 prepared in accordance with IFRS and UC's
audited consolidated financial statements for the year ended December 31, 2017
prepared in accordance with Swedish Financial Accounting Standards ("Swedish
GAAP"). UC's income statement information has been translated into euros by
using the average exchange rate of 9.6351 of Swedish krona for the year ended
31 December 2017 and balance sheet information has been translated by using the
exchange rate of 9.8438 at the balance sheet date December 31, 2017 published by
the Bank of Finland.

The illustrative aggregated financial information is presented for illustrative
purposes only. The illustrative aggregated income statement and balance sheet
information have been presented as if the business had been carried on in the
same group from the beginning of the year 2017. Illustrative net sales, EBITDA
and adjusted EBITDA of the combined company have been calculated by summing up
Asiakastieto's and UC's financial information for the 12 months period ended
December 31, 2017 and by including certain preliminary adjustments estimated by
the management related to the differences in accounting policies between the
companies. Aggregated interest-bearing net debt illustrates the impacts of the
Combination as if it had occurred on 31 December 2017 and it includes the
interest-bearing debt to be draw down in order to finance the cash consideration
of the purchase price. UC has neither prepared nor published financial
information in accordance with IFRS, and therefore the above-mentioned
preliminary adjustments estimated by management will not be confirmed until in
the IFRS transition of UC and could therefore differ significantly from the
presented herein. The most significant differences between Swedish GAAP as
applied by UC to IFRS are expected to derive from the capitalization of certain
UC's development costs as intangible assets and pension accounting. Under
Swedish GAAP UC has not capitalized the development costs but expensed them when
incurred. UC has according to Swedish GAAP treated its pension plans as defined
contribution plans where, under IFRS, certain plans should be treated as defined
benefit plans.

The aggregated financial information is based on a hypothetical situation and
should not be viewed as pro forma financial information inasmuch as any purchase
price allocation, any possible differences in accounting policies that may arise
later in connection with the IFRS transition, impacts of the financing of the
acquisition and adjustments related to transaction costs have not been taken
into account. The expected synergies have not been included. Asiakastieto will
publish the pro forma financial information of the combined company according to
Prospectus Regulation including UC's income statement and balance sheet
information prepared in accordance with IFRS in the prospectus assumed to be
published during the third quarter of 2018.

The actual financial information for the combined company will be calculated
based on the final purchase price and the fair values of UC's identifiable
assets and liabilities determined in accordance with the IFRS principles as at
the date of completion of the Combination. The final purchase price is
determined based on the number of shares to be issued to UC's current owners and
the closing price of the Asiakastieto's share as at the date of completion of
the Combination. The combined company's financial information that will be
published in the future following the completion of the Combination could
therefore differ significantly from the Asiakastieto's and UC's certain
illustrative combined financial information of presented below. Accordingly,
this information is not indicative of what the combined company's actual
financial position, results of operations or key figures would have been had the
Combination been completed on the dates indicated.

                                          Interest-bearing
                                           debt related to
                                          financing of the

EUR million Asiakastieto UC combination Combined company

1 Jan - 31 Dec 2017

Net sales 56 74   131(4)

EBITDA(1) 24(3) 16   40

Adjusted EBITDA(2) 25 18   43

As at 31 Dec 2017

Interest-bearing 70 1 99 169
liabilities(5)

Cash and cash 19 15   34
equivalents

Net debt 51 -15   135

Number of employees 158 321   479
(year-end)

(1) The expected most significant differences in accounting policies between the
accounting practices of the companies have been taken into account in the
calculation of EBITDA. UC's EBITDA in 2017 under Swedish GAAP were EUR 5.8
million. According to a preliminary estimate made by UC's management, a total of
EUR 9.6 million of the development costs expensed during financial year 2017 can
be capitalized under IFRS which have been taken into account in UC's EBITDA
calculation above. Based on the preliminary estimate of UC's management, the
accounting of certain pension plans as defined benefit plans will result in an
impact of EUR 0.3 million on EBITDA which has been taken into account in the
calculation above.

(2) Adjustments included in the aggregated adjusted EBITDA are based on a sum of
annual report information published by Asiakastieto and the adjustments included
in UC's internal management reporting. UC's adjusted EBITDA includes adjustments
of EUR 1.7 million according to the management reporting, which affect the
comparability between the periods, consist of M&A related legal and other
advisory fees and redundancy payments.

(3) Asiakastieto's operating profit was EUR 21 million for the period ended
December 31, 2017.

(4) The transactions between Asiakastieto and UC have not been eliminated from
the aggregated income statement information. The aggregated net sales include
transactions between Asiakastieto and UC that amounted to EUR 0.3 million for
the period ended December 31, 2017. The transactions between Asiakastieto and UC
did not have any impact on the aggregated EBITDA or adjusted EBITDA.

(5) Interest-bearing liabilities include loans from financial institutions
(short and long-term loans) which are presented in this calculation at their
nominal value without taking into account the transaction costs.

SHAREHOLDER VALUE CREATION AND FINANCIAL IMPACT

The Combination is expected to create considerable shareholder value through
sales, cost and recurring capex synergies. Based on Asiakastieto's preliminary
integration synergy assessments, as well as further assessments to identify
synergy opportunities, the combined company is estimated to achieve annual
synergies of at least EUR 17 million expected to be implemented in full by
2021. The main sources of identified cost synergies include increased
organizational efficiency, harmonization of IT operations for example through
increasing insourcing and optimized sourcing. In addition, sales synergies have
been identified from accelerated new service development, cross sales of
existing services as well as optimized service and offering to customers. In
practice this is expected to lead to both a broadened service offering to local
customers and an improved Nordic offering. The combined company is also expected
to achieve recurring capital expenditures savings as a result of scalability of
new service development, back office systems and maintenance. As a result of
these synergies, the combined company is also better positioned to reinvest in
its business. One-time synergy implementation costs of approximately EUR 4
million as well as approximately EUR 5 million of implementation capital
expenditure are expected to be incurred over approximately two years following
the completion of the Transaction.

The Combination is expected to have a positive effect on Asiakastieto's earnings
per share from the first full calendar year following the completion of the
Transaction (adjusted for non-recurring integration costs and purchase price
allocation related amortization) and increase further as synergies are realizing
in full.

According to the illustrative aggregated financial information, the combined
company would have had a preliminary aggregated net debt of EUR 135 million with
expected net debt to EBITDA of 3.2x as of 31 December 2017. Due to the strong
expected cash flow, net indebtedness is expected to decrease after the
completion of the Transaction and to reach Asiakastieto's targeted level of
3.0x in 2019.

Asiakastieto's financial guidance for 2018, which was published in the Financial
Statements release for 2017 published on February 15, 2018, does not incorporate
the impact of the Transaction. Asiakastieto will publish updated financial
guidance at a later stage when the Transaction has been completed.

CONSIDERATION AND TERMS OF TRANSACTION

Pursuant to the combination agreement, Asiakastieto will acquire UC from the
current shareholders in exchange for EUR 98.8 million in cash and 8,828,343
newly issued shares in Asiakastieto. After the completion of the Transaction,
Asiakastieto remains as the parent company of the group and UC becomes
Asiakastieto's subsidiary. The current shareholders of UC will own approximately
36.9 percent and the current shareholders of Asiakastieto approximately 63.1
percent of the shares in Asiakastieto after the completion of the Transaction.

The total combination consideration paid to the current shareholders of UC
amounts to EUR 339.8 million (calculated based on the closing price of the
Asiakastieto share on 23 April 2018). The net cash position of UC amounted to
EUR 15 million at year-end 2017, implying an enterprise value of EUR 325
million. The implied EV/Adjusted EBITDA 2017 multiple paid in the transaction is
18.3x and 9.6x including fully realized estimated run-rate synergies (enterprise
value adjusted for approximately EUR 9 million of expected implementation costs
and capital expenditure).

Asiakastieto and its lending banks have agreed that Asiakastieto's current loans
of EUR 70.0 million will remain in place in the Transaction. In addition, the
lending banks have committed to arranging debt facilities for the purposes of
financing the cash component of the Transaction.

The Board of Directors of Asiakastieto will convene an Extraordinary General
Meeting ("EGM") to authorize the Board of Directors to resolve on the issuance
of new shares in the company to complete the Transaction. The EGM is expected to
convene in May, and the notice to the EGM is expected in April. Asiakastieto
will apply for the listing of the new shares after completion of the
Transaction. Trading in the new shares is expected to commence in the third
quarter of 2018.

The completion of the Transaction is subject to the Asiakastieto EGM authorizing
the Board of Directors to resolve on the issuance of new shares, the approval by
the relevant competition authorities, as well as certain other customary
conditions. Sampo Plc, Mandatum Life Insurance Company Limited, Keva and Kaleva
Mutual Insurance Company, holding in aggregate approximately 26 percent of the
shares in Asiakastieto, have undertaken to attend Asiakastieto's EGM and to vote
in favor of the proposals of the Board of Directors, including the authorization
of the Board of Directors to resolve on the share issue. The two companies will
continue to operate separately by their respective management teams until the
completion of the Transaction. Jukka Ruuska, CEO of Asiakastieto, is to become
the CEO of the combined company, and Anders Hugosson, CEO of UC, is to become
the deputy to the CEO.

The databases of Asiakastieto and UC as well as customer data will continue to
be maintained and stored in their current locations in the respective countries
for now. According to Asiakastieto's view, the larger scale and resources will
enhance the ability to maintain and develop top level data privacy and security.
In connection with the Transaction, the parties have emphasized the importance
of maintaining the Credit Registry operations of UC. For this purpose, UC's
articles would be amended to allow representatives of the sellers to be
appointed to UC's board, and decisions that would, among others, jeopardize the
fulfilment of UC's obligations concerning the Credit Registry would require an
unanimous board decision.

The Transaction will not affect existing customer contracts.

Two new Board members, Martin Johansson and Nicklas Ilebrand, will be proposed
as new members of the Board of Directors of Asiakastieto in the EGM, to
complement the current members of the Board of Directors. The appointment of the
new Board members will be subject to completion of the Transaction.

The strong, local brands Asiakastieto and UC will continue in their respective
markets while the combined entity will be re-branded. Planned business lines of
the combined company are Risk decisions, Digital processes, Customer management
and SME&DtC[4].

To support their assessment concerning the combination consideration, the Board
of Directors of Asiakastieto has, among other assessment, received a fairness
opinion concerning the combination consideration from Skandinaviska Enskilda
Banken AB (publ), Helsinki Branch, and has concluded that the Combination and
the combination consideration is in the best interest of the company and its
shareholders.
ADVISORS

Asiakastieto is advised by Skandinaviska Enskilda Banken AB (publ) Helsinki
Branch as financial advisor, and Hannes Snellman Attorneys Ltd as legal advisor.
UC is advised by Lenner & Partners Corporate Finance AB as financial advisor,
Gernandt & Danielsson Advokatbyrå KB and Dittmar & Indrenius Attorneys Ltd. as
legal advisors.

MEDIA AND INVESTOR EVENT

Asiakastieto and UC will host a joint press conference on 24 April 2018 at
12:00 A.M. EEST (11:00 A.M. CEST). Place: UC's Head Office, Årstaängsvägen 21,
Liljeholmen, Stockholm, Sweden. You can follow the press conference in English
at: http://bit.ly/mediaevent2018. For audio only please dial: +46 8 22 90 90;
use access code: 55 35 30.

ASIAKASTIETO GROUP PLC
Board of Directors

Additional information:
Jukka Ruuska
CEO
tel. +358 10 270 7111

Pia Katila
Communications and Investor Relations Manager
tel. +358 10 270 7506

Distribution:
Nasdaq Helsinki Ltd
major media
investors.asiakastieto.fi

About Asiakastieto
Asiakastieto Group is one of the leading Finnish providers of business and
consumer information services. The Group's products and services are primarily
used for risk management, finance and administration, decision-making and sales
and marketing purposes. At the end of 2017, the Group had around 19 500 clients,
of which 10 500 were contractual clients. The Group serves several industries,
the largest ones including finance and banking as well as wholesale and retail
sectors and expert service companies. In 2017, the Group's net sales were EUR
56.2 million and it had 158 employees at the end of 2017. Asiakastieto Group Plc
is listed on Nasdaq Helsinki with the ticker ATG1V. More information about
Asiakastieto Group Plc is available at www.asiakastieto.fi

About UC
UC is one of the leading business and credit reference agencies in Sweden. The
company provides refined business information and comprehensive credit reports
that enable companies and private individuals to make more reliable business
decisions. Customers include companies, private individuals and the public
sector. In 2017, the net sales were EUR 74.4 million and the company had over
300 employees based in Stockholm, Gothenburg, Malmö, Örebro and Östersund. The
company is owned by Skandinaviska Enskilda Banken AB, Nordea Bank AB, Svenska
Handelsbanken AB, Swedbank AB, Danske Bank A/S Swedish branch and
Länsförsäkringar Bank AB (publ). More information about UC is available at
www.uc.se
IMPORTANT INFORMATION

This release is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended. Asiakastieto does not intend to register any securities in the United
States or to conduct an offering of securities in the United States.

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, directly or indirectly,
in or into Australia, Canada, Hong Kong, Japan, South Africa or the United
States. 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.

This release does not constitute prospectus as defined in the Prospectus
Directive (EC/71/2003, as amended) 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.

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. Asiakastieto or any of its respective affiliates, advisors or
representatives or any other person, shall have no 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 Asiakastieto, its
respective subsidiaries, its respective securities and the transaction,
including the merits and risks involved.

This release includes "forward-looking statements." These statements may not be
based on historical facts, but are statements about future expectations. When
used in this release, the words "aims," "anticipates," "assumes," "believes,"
"could," "estimates," "expects," "intends," "may," "plans," "should," "will,"
"would" and similar expressions as they relate to Asiakastieto, UC, the
transaction or the combination of the business operations of Asiakastieto and UC
identify certain of these forward-looking statements. Other forward-looking
statements can be identified in the context in which the statements are made.
Forward-looking statements are set forth in a number of places in this release,
including wherever this release include information on the future results, plans
and expectations with regard to the combined company's business, including its
strategic plans and plans on growth and profitability, and the general economic
conditions. These forward-looking statements are based on present plans,
estimates, projections and expectations and are not guarantees of future
performance. They are based on certain expectations, which, even though they
seem to be reasonable at present, may turn out to be incorrect. Such forward-
looking statements are based on assumptions and are subject to various risks and
uncertainties. Shareholders should not rely on these forward-looking statements.
Numerous factors may cause the actual results of operations or financial
condition of the combined company to differ materially from those expressed or
implied in the forward-looking statements. Asiakastieto or any of its respective
affiliates, advisors or representatives or any other person undertakes no
obligation to review or confirm or to release publicly any revisions to any
forward-looking statements to reflect events that occur or circumstances that
arise after the date of this release.

This release includes estimates relating to the synergy benefits expected to
arise from the transaction and the combination of the business operations of
Asiakastieto and UC as well as the related integration costs, which have been
prepared by Asiakastieto and are based on a number of assumptions and judgments.
Such estimates present the expected future impact of the transaction and the
combination of the business operations of Asiakastieto and UC on the combined
company's business, financial condition and results of operations. The
assumptions relating to the estimated synergy benefits and related integration
costs are inherently uncertain and are subject to a wide variety of significant
business, economic, and competitive risks and uncertainties that could cause the
actual synergy benefits from the transaction and the combination of the business
operations of Asiakastieto and UC, if any, and related integration costs to
differ materially from the estimates in this release. Further, there can be no
certainty that the transaction will be completed in the manner and timeframe
described in this release, or at all.

The aggregated ownership of UC's shareholders in Asiakastieto is approximately
36.9 per cent of the shares and votes in Asiakastieto after the completion of
the transaction. The sale of a significant number of shares or an understanding
that such a sale may occur in the future, could have an adverse effect on the
market price of the shares of Asiakastieto. The transaction does not contain any
lock-up arrangements between the sellers and Asiakastieto.

APPENDIX 1: AUDITED FINANCIAL INFORMATION OF UC

CONSOLIDATED INCOME STATEMENT

SEK million 2017 2016

Net sales 716.6 676.8

Operating expenses

Other external costs -389.6 -331.5

Personnel expenses -271.2 -257.0

Depreciation, amortisation and -10.6 -11.2
impairment charges

Other operating expenses -0.1 0.0

Total operating expenses -671.4 -599.7

Operating profit 45.2 77.1

Finance income 0.5 0.1

Finance expenses -0.1 -0.4

Finance income and expenses, total 0.3 -0.3

Profit before tax 45.5 76.8

Income tax expense for the period -11.4 -19.4

Profit for the period 34.1 57.4

CONSOLIDATED BALANCE SHEET

SEK million 31.12.2017 31.12.2016

Non-current assets

Goodwill 0.0 6.0

Other intangible assets 1.0 2.1

Property, plant and equipment 14.2 17.1

Deferred tax assets 0.0 2.8

Total non-current assets 15.3 28.1

Current assets

Trade receivables 103.7 124.2

Tax receivables 5.6 10.5

Other receivables 15.5 1.9

Prepaid expenses and accrued income 21.0 20.0

Cash and cash equivalents 149.8 92.7

Total current assets 295.5 249.4

Total assets 310.8 277.5

Equity and liabilities

Equity

Share capital 1.0 1.0

Other equity including the result of the period 150.8 136.7

Total equity 151.8 137.7

Deferred tax liabilities 0.1 0.0

Non-current liabilities

Liabilities to financial institutions 4.2 3.7

Total non-current liabilities 4.2 3.7

Current liabilities

Liabilities to financial institutions 1.3 1.1

Trade payables 48.7 46.7

Other payables 6.7 4.3

Accrued expenses and deferred income 97.9 84.0

Total current liabilities 154.7 136.1

Total equity and liabilities 310.8 277.5

---

[1] According to the management's assessment, the company will have a position
as one of the leading operators in the market of Finnish and Swedish company and
consumer information services
[2] Additional information on the adjustments is presented in section Selected
illustrative aggregated financial information.
[3] UC's consolidated income statement and balance sheet prepared under Swedish
GAAP is presented in Appendix 1.
[4]  Small and Medium-sized Enterprises & Direct-to-Consumers

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