Enento Group Oyj — Proxy Solicitation & Information Statement 2018

Apr 27, 2018

Asiakastieto Group Plc's Notice to the Extraordinary General Meeting

Asiakastieto Group Plc's Notice to the Extraordinary General Meeting

ASIAKASTIETO GROUP PLC, STOCK EXCHANGE RELEASE 27 APRIL 2018 AT 4.20 P.M. EEST

Asiakastieto Group Plc's Notice to the Extraordinary General Meeting

Notice is given to the shareholders of Asiakastieto Group Plc to the
Extraordinary General Meeting to be held on Friday 25 May 2018 starting at 1:00
p.m. (EET) at Rantatie Business Park, Tutka & Plotteri Meeting Room (Hermannin
rantatie 8, Main entrance: Verkkosaarenkatu 5, 00580 Helsinki). The reception of
persons who have registered for the meeting and the distribution of voting
tickets will commence at 12:30 p.m. (EET).

A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING

At the general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
   of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Resolutions relating to the acquisition of UC AB's outstanding shares

Asiakastieto Group Plc has on 24 April 2018 signed an agreement to acquire all
outstanding ordinary shares in the Swedish business and credit reference agency
UC AB from its current shareholders against a purchase price consisting of cash
and share consideration amounting to approximately EUR 339.8 million in total
(the "Transaction"). The agreed share consideration comprises a total of
8,828,343 new shares in Asiakastieto to be issued to the current shareholders of
UC AB in a directed share issue against payment (the "Directed Share Issue").
Due to the Directed Share Issue, the mentioned shareholders of UC AB would
become significant strategic shareholders in Asiakastieto.

The Transaction is conditional among other things on the granting of the share
issue authorization to the Board of Directors, the election of new Board members
and the amendment of the Charter of the Shareholders' Nomination Board by the
Extraordinary General Meeting of the company. The Transaction as well as the
agreement between Asiakastieto and the shareholders of UC AB and other
conditions for the Transaction have been described in more detail in the
company's stock exchange release published on 24 April 2018. The completion of
the Transaction is expected during the second quarter of 2018.

In order to implement the Transaction, the Board of Directors of the company
therefore proposes to the Extraordinary General Meeting that (a) the Board of
Directors be authorized to decide on the Directed Share Issue and that,
conditional upon the completion of the Transaction, (b) two new members of the
Board of Directors be elected and (c) the Charter of the Shareholders'
Nomination Board be amended, all as further set out below.

The proposals of the Board of Directors set forth in items 6(a) - 6(c) below
form an entirety that requires the adoption of all its individual items by a
single decision. Current shareholders of the company representing approximately
26 percent of all shares and votes in the company have declared their support
for the proposed items.

6(a) Authorizing the Board of Directors to decide on the Directed Share Issue

The Board of Directors proposes to the Extraordinary General Meeting that the
Board of Directors be authorized to decide on the issuance of new shares in
deviation from the shareholders' pre-emptive rights by way of a directed issue,
provided that the company has a weighty financial reason to do so, as follows.

The Directed Share Issue shall be directed to the current shareholders of UC AB
pro rata to the respective number of ordinary shares of UC AB sold in the
Transaction. The number of shares to be issued in the Directed Share Issue shall
not exceed 8,828,343, which corresponds to approximately 58.5 percent of all the
current shares in Asiakastieto, and would correspond to approximately 36.9
percent of all shares in Asiakastieto following the completion of the
Transaction.

The Board of Directors decides on all other conditions of the Directed Share
Issue, including the grounds for determining the subscription price and the
subscription price as well as that the subscription price may be paid besides in
cash also by other assets either partially or entirely.

The authorization is valid until 31 December 2018. If approved by the
Extraordinary General Meeting, the proposed authorization will not revoke the
authorization of the Board of Directors to decide on the issuance of shares as
granted by the Annual General Meeting on 22 March 2018.

Subject to the Extraordinary General Meeting's approval of the proposed
authorization, Asiakastieto will seek listing of the shares issued in the
Directed Share Issue on the main market of Nasdaq Helsinki conditional upon the
completion of the Transaction.

6(b) Resolution on the Number of Members of the Board of Directors and the
election of Members of the Board of Directors

The Board of Directors proposes that, conditional upon the completion of the
Transaction, the number of members of the Board of Directors be resolved to be
seven and that two new members of the Board of Directors be elected as follows:

Martin Johansson and Nicklas Ilebrand be elected as new members of the Board of
Directors, both of them for a term that will start on the date of closing of the
Transaction as set forth in the agreement concerning the Transaction and
continue until the close of the next Annual General Meeting. Both proposed new
members have given their consent for the election. The personal details of the
proposed members are available on the company's website at
investors.asiakastieto.fi.

The new members of the Board of Directors shall be paid annual fees in
proportion to the length of their term of office. A member of the Board of
Directors may decide to decline the annual fees and/or meeting fees payable by
the company.

6(c) Amendment of the Charter of the Shareholders' Nomination Board

The Board of Directors proposes that, conditional upon the completion of the
Transaction, the Extraordinary General Meeting resolves to amend the Charter of
the Shareholders' Nomination Board so that the relevant date for the
shareholding in respect to the appointment of members to the Shareholders'
Nomination Board would be amended from May to September as follows:

2 Composition and Election of the Nomination Board

The Nomination Board consists of five members, three of which represent the
Company's three largest shareholders who, on 30 September preceding the next
Annual General Meeting, hold the largest number of votes calculated of all
shares in the Company. The Chairperson of the Board of Directors and a person
nominated by the Company's Board of Directors shall, as expert members be the
other two members of the Nomination Board.

2.1 Largest shareholders and their rights

The largest shareholders of the Company on 30 September are determined on the
basis of the shareholders' register of the Company held by Euroclear Finland
Ltd. Pursuant to this shareholding; the Chairperson of the Board of Directors
shall request the three largest shareholders of the Company each to nominate one
member to the Nomination Board. In case two of these shareholders own an equal
number of shares and votes and the representatives of both such shareholders
cannot be appointed to the Nomination Board, the decision shall be made by
drawing lots.

Holdings by a shareholder, who under the Finnish Securities Market Act has the
obligation to disclose its shareholdings (flagging obligation) that are divided
into several funds or registers will be summed up when calculating the share of
all the voting rights, provided that the shareholder presents a written request
to that effect to the Chairperson of the Company's Board of Directors no later
than on 29 September preceding the next Annual General Meeting.

Should a shareholder not wish to use its nomination right, the right transfers
to the next largest shareholder who would otherwise not have a nomination right.

In deviation from the new dates proposed above and subject to the completion of
the Transaction, the Board of Directors proposes that in 2018 the largest
shareholders of the Company, for the purposes of Sections 2 and 2.1 of the
Shareholders' Nomination Board Charter, would be determined as at 9 November
2018, and, for the purposes of paragraph 2 of Section 2.1, the written request
for aggregation of holdings should be presented no later than on 8 November
2018.

The amended Charter of the Shareholders' Nomination Board and information on the
relevant dates for 2018, as proposed by the Board of Directors, are available on
the Company's website at investors.asiakastieto.fi.

1. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The above-mentioned resolution proposals relating to the agenda of the
Extraordinary General Meeting as well as this Notice are available on
Asiakastieto Group Plc's website at investors.asiakastieto.fi. Asiakastieto
Group Plc's (i) Financial Statements from the year 2017, the Report of the Board
of Directors and the Auditor's Report, (ii) the Interim Report for Q1 in 2018,
(iii) the resolution on the distribution of funds made after the end of the
financial period of 2017, and (iv) the Board of Director' s statement on the
events that have occurred after the latest interim report and having an
essential effect on the state of the company are available on the above-
mentioned website no later than 4 May 2018. The proposals for decisions and the
other above-mentioned documents are also available at the Extraordinary General
Meeting. Copies of these documents and of this Notice will be sent to
shareholders upon request. The minutes of the meeting will be available on the
above-mentioned website as from 8 June 2018, at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is on the record date for the Extraordinary General
Meeting on 15 May 2018 registered in the shareholders' register of the company
held by Euroclear Finland Ltd, has the right to participate in the Extraordinary
General Meeting. A shareholder, whose shares are registered on his/her personal
Finnish book-entry account, is registered in the shareholders' register of the
company.

A shareholder who is registered in the shareholders' register of the company and
wants to participate in the Extraordinary General Meeting shall register for the
meeting no later than 22 May 2018 at 4:00 p.m. (EET) by giving a prior notice of
participation. Such notice can be given a) on the website at
investors.asiakastieto.fi; or b) by e-mail to ir@asiakastieto.fi or c) by mail
Asiakastieto Group Plc / Manager, legal affairs Juuso Jokela, PO Box 16, FI-
00581 Helsinki, Finland.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number/business identification number, address,
telephone number and the name of a possible proxy representative or assistant
and the personal identification number of a proxy representative. The personal
data given to Asiakastieto Group Plc is used only in connection with the
Extraordinary General Meeting and with the processing of related registrations.

1. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Extraordinary General Meeting by virtue of such shares, based on which he/she on
the record date of the Extraordinary General Meeting on 15 May 2018, would be
entitled to be registered in the shareholders' register of the company held by
Euroclear Finland Ltd. The right to participate in the Extraordinary General
Meeting requires, in addition, that the shareholder on the basis of such shares
has been temporarily registered into the shareholders' register held by
Euroclear Finland Ltd. at the latest by 22 May 2018, 10:00 a.m. (EET). As
regards nominee registered shares this constitutes due registration for the
Extraordinary General Meeting.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders'
register of the company, the issuing of proxy documents and preregistration for
the Extraordinary General Meeting from his/her custodian bank. The account
manager of the custodian bank has to register a holder of nominee registered
shares, who wishes to participate in the Extraordinary General Meeting,
temporarily in the shareholders' register of the company by the time stated
above at the latest.

1. Proxy representative and powers of attorney

A shareholder may participate in the Extraordinary General Meeting and exercise
his/her rights at the meeting by way of proxy representation. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the
Extraordinary General Meeting.

When a shareholder participates in the Extraordinary General Meeting by means of
several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Extraordinary General Meeting.

Possible proxy documents should be delivered in originals to Asiakastieto Group
Plc / Manager, legal affairs Juuso Jokela, PO Box 16, FI-00581 Helsinki, Finland
before the last date for registration.

1. Other information

Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Extraordinary General Meeting has the right to request
information with respect to the matters to be considered at the meeting.

On the date of this notice to the Extraordinary General Meeting 27 April 2018,
the total number of shares in Asiakastieto Group Plc is 15,102,178 shares and
the total number of votes in Asiakastieto Group Plc is 15,102,178.

Helsinki, 27 April 2018

ASIAKASTIETO GROUP PLC
The Board of Directors

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

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 156 employees at the end of 2017. Asiakastieto Group is
listed on Nasdaq Helsinki with the ticker ATG1V. More information about
Asiakastieto Group is available at www.asiakastieto.fi.

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