Etteplan Oyj — M&A Activity 2013

Sep 16, 2013

Appendix: Ingman Group Oy Ab's announcement in its entirety

INGMAN GROUP OY AB ANNOUNCEMENT 16 SEPTEMBER 2013 at 11.50

THIS ANNOUNCEMENT MUST NOT BE RELEASED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED.

THE MANDATORY BID FOR ETTEPLAN OYJ'S SHARES BY INGMAN GROUP OY AB WILL COMMENCE ON 18 SEPTEMBER 2013.

Ingman Group Oy Ab ("Ingman Group" or the "Offeror"), the largest shareholder of Etteplan Oyj ("Etteplan" or the "Company") announced on 19 August 2013 that it will launch a mandatory bid (the "Bid") for Etteplan's shares (the "Shares"). Ingman Group currently holds 6,167,002 Shares corresponding to 30.56 per cent of all Shares and votes resulting from the Shares. In case the Shares in Etteplan's own possession are not taken into account, the Shares held by Ingman Group represent 31.28 per cent of Etteplan's share capital and votes.

The consideration offered for each Share validly tendered in the Bid will be EUR 3.20 in cash (the "Offer Price"). The Offer Price is approximately 1.3 per cent higher than the Share's closing price of EUR 3.16 on the stock exchange list of NASDAQ OMX Helsinki Oy ("NASDAQ OMX Helsinki") on 15 August 2013, i.e. on the last trading day before the triggering of the obligation to bid. The Offer Price represents the volume-weighted average trading price of the Shares on NASDAQ OMX Helsinki during the three-month (3) period preceding the date on which the obligation to bid arises, increased by a premium of approximately 2.3 per cent, as well as the volume-weighted average trading price of the Shares on NASDAQ OMX Helsinki during the six-month (6) period preceding the date on which the obligation to bid arises, increased by a premium of approximately 1.5 per cent. On the date of this Offer Document, no such securities of Etteplan have been entered in the Trade Register that give right to Shares, and Etteplan has not announced an issue of such securities.

The offer period under the Bid (the "Offer Period") will commence on 18 September 2013 at 9.30 A.M. (Finnish time) and end on 9 October 2013 at 4 P.M. (Finnish time), unless the Offer Period is extended in accordance with the terms and conditions of the Bid. The Offeror offers to acquire the entire share stock of the Company. However, the Bid is not tied to the attainment of a specific share of ownership.

The Financial Supervisory Authority has today approved the offer document relating to the Bid (the "Offer Document"). The Offer Document will be available from 18 September 2013 at the Offeror's offices at Massbyntie 101, 01151 Söderkulla, at the Helsinki office of Evli Pankki Oyj, the organizer of the bid, at Aleksanterinkatu 19 A, 00100 Helsinki, and at NASDAQ OMX Helsinki at Fabianinkatu 14, 00130 Helsinki, as well as online at www.evli.com from 18 September 2013. The Offer Document is only available in the Finnish language.

For further information, please contact:
Ingman Group Oy Ab
Robert Ingman, Managing Director
robert.ingman@ingman.com

INGMAN GROUP OY AB
Robert Ingman
Managing Director

APPENDIX: TERMS AND CONDITIONS OF THE BID

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THIS ANNOUNCEMENT MUST NOT BE RELEASED OR OTHERWISE DISTRIBUTED IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE RESTRICTED.

This release is not an offer document and as such does not constitute an order or invitation to make a sales offer. Investors shall accept the Bid for the Shares only on the basis of the information provided in the offer document.

TERMS AND CONDITIONS OF THE BID

Object of the Bid

Through the Bid, the Offeror offers to acquire all of the Shares issued by Etteplan, which are not held by Etteplan or any of its subsidiaries or the Offeror or its group companies, on the terms and subject to the conditions set forth below. The completion of the Bid is subject only to the necessary regulatory approvals.

Offer Price

The Offer Price for each Share validly tendered in accordance with the terms and conditions of the Bid is EUR 3.20 in cash.

Offer Period

The Offer Period will commence on 18 September 2013 at 9.30 A.M. (Finnish time) and end on 9 October 2013 at 4.00 P.M. (Finnish time), unless the Offer Period or extended Offer Period is extended or discontinued as presented below. The Offer Period will however last for at least three (3) weeks.

The Offeror reserves the right to extend the Offer Period by notifying of this in an announcement during the Offer Period. The maximum length of the Offer Period (including a possible extended offer period) is ten (10) weeks.

The Offeror may discontinue or continue any extended offer period. In that event, the Offeror will notify of its decision to discontinue or continue the offer period in an announcement at least five (5) banking days before the expiry of the extended offer period.

If the Offeror continues or discontinues the offer period, the offer period will end on the new expiry date set by the Offeror.

Obligation to Increase the Bid and to Compensate

The Offeror reserves the right to acquire Shares during the Offer Period through the public trading arranged by NASDAQ OMX Helsinki or otherwise.

If the Offeror or other party in a relationship referred to in Chapter 11, Section 5 of the Finnish Securities Market Act acquires, before the expiry of the Offer Period, Shares on terms that are more favourable than those of the Bid, the Offeror must, according to Chapter 11, Section 25 of the Finnish Securities Market Act, amend the terms and conditions of the Bid to correspond to the terms and conditions of such an acquisition (obligation to increase the Bid). The Offeror shall then, without delay, make public the triggering of the obligation to increase the Bid and to pay the difference between the acquisition on more favourable terms and the consideration offered in the Bid to the holders of securities who have accepted the Bid.

If the Offeror or any other party in a relationship 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, Shares at a higher price than

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the Offer Price or otherwise on terms that are more favourable than those of the Bid, the Offeror must, according to Chapter 11, Section 25 of the Finnish Securities Market Act compensate those holders of securities who have accepted the Bid for the amount equal to the difference between the acquisition on more favourable terms and the consideration offered in the Bid (obligation to compensate). The Offeror shall then, without delay, make public the triggering of the obligation to compensate and pay the difference between the acquisition on more favourable terms and the consideration offered in the Bid within one month after the triggering of the obligation to compensate to the holders of securities who have accepted the Bid.

According to Chapter 11, Section 25, Subsection 5 of the Finnish Securities Market Act, no obligation to compensate will, however, not be triggered if the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or other party in a relationship referred to in Chapter 11, Section 5 of the Finnish Securities Market Act has not, before or during the arbitral proceedings, offered to acquire Shares on terms that are more favourable than those of the Bid.

Acceptance Procedure of the Bid

Most of the Finnish account operators will send a notification of the Bid including the instructions and the relevant acceptance form to their clients registered as shareholders in the Company's shareholders' register. Shareholders who do not receive such notification from their account operator or asset manager, can contact Evli by telephone on +358 9 4766 9573 or by email on operations@evli.com in order to receive the information required for giving an acceptance.

Those shareholders of the Company whose Shares are registered in the name of a nominee and who wish to accept the Bid shall affect such acceptance in accordance with the nominee's instructions.

In respect of Pledged Shares, the consent of the relevant pledgee is required before the Bid can be accepted. The obtaining of such consent shall be the responsibility of the relevant shareholder in the Company.

A shareholder in the Company who is registered as a shareholder in the shareholders' register of the Company and who wishes to accept the Bid shall fill in, sign and submit the 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 or, if the account operator does not accept acceptance forms (e.g. Euroclear Finland Oy), such shareholder can contact Evli to give his/her acceptance to the Bid in respect of the Shares he/she owns. The Offeror reserves the right to reject any acceptance given in an incorrect or incomplete manner. 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, however, always in accordance with the instructions of the relevant account operator. The account operator may ask that an acceptance be submitted before the expiry of the Offer Period or the extended Offer Period. The method of delivery of the acceptance form is at the shareholder's option and risk, and the the acceptance form will only be deemed delivered when actually received by the account operator or Evli.

By accepting the Bid, the shareholders of the Company authorise Evli or the account operator managing the shareholder's book-entry account to sell the Shares to the Offeror in accordance with the terms and conditions of the Bid.

A shareholder may only accept the Bid unconditionally and for every Share he or she holds on the relevant book-entry account. The Offeror has the right to reject any acceptance that only concerns a part of the Shares held by the shareholder on the same book-entry account.

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A shareholder who has validly accepted the Bid in accordance with the terms and conditions of the Bid may not sell or otherwise dispose of the Shares in his/her possession, unless otherwise provided by mandatory legislation. By accepting the Bid, the shareholders authorise Evli or the account operator to enter a transfer restriction or a sales reservation on the shareholder's book-entry account after the shareholder has submitted their acceptance. In addition, the shareholders who have accepted the Bid authorise Evli or the account operator to perform any necessary entries and to take all other actions required to technically execute the Bid and to sell all the Shares owned by such shareholder at the time of the execution trades under the Bid to the Offeror in accordance with the terms and conditions of the Bid. In connection with the execution trades or settlement thereof, any possible transfer restriction or sales reservation will be removed and the Offer Price will be paid to the shareholders.

If the Bid is not completed, the transfer restriction or sales reservation registered on the Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) banking days following the receipt of a notice of withdrawal of the Bid.

Withdrawal Rights

The acceptance of the Bid shall be binding and cannot be withdrawn, unless otherwise provided under applicable law.

In the event of the existence of the right of withdrawal, the proper withdrawal of the acceptance of the Bid requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance form of the Bid with respect to such Shares was submitted. If the acceptance form with respect to the Shares was submitted to Evli, the notice of withdrawal must also be submitted to Evli. In case of holdings that are registered in the name of a nominee, the shareholder shall instruct the nominee to submit the notice of withdrawal. If a shareholder withdraws his/her acceptance of the Bid in accordance with the above mentioned, the transfer restriction registered on the Shares in the relevant book-entry account will be removed as soon as possible and within approximately three (3) banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Bid.

A shareholder who has withdrawn his/her acceptance shall be liable for any fees the account operator managing the relevant book-entry account or the nominee may charge.

Announcement of the Final Result of the Bid

The Offeror will announce the preliminary result of the Bid on or about the first (1st) 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) banking day following the expiry of the Offer Period or, if applicable, the extended Offer Period. The announcement of the final result will confirm the percentage of the Shares validly tendered in the Bid. No updates on the progress of the Bid will be provided during the Offer Period.

Terms of Payment and Settlement of Shares

The sale of the Shares validly tendered in accordance with the terms and conditions of the Bid will be executed no later than on the fourth (4th) banking day following the expiry of the Offer Period, or if applicable, the expiry of the extended Offer Period (the "Execution Date"). If possible, the execution trades will take place on NASDAQ OMX Helsinki on the Execution Date, if permitted by the rules applicable to securities trading on NASDAQ OMX Helsinki. Otherwise the trades will take place outside of NASDAQ OMX Helsinki.

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The settlement will be effected on or about the third (3rd) banking day following the Execution Date (the "Settlement Date"). The payment of the Offer Price will be deposited on the Settlement 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 nominee, into the bank account specified in the acceptance form. If the bank account of the shareholder is with a banking institution other than his/her book-entry account, the Offer Price will be paid, in accordance with the schedule of money transactions between banking institutions, to the shareholder's bank account so that it is on the shareholder's bank account no later than two (2) banking days after the Settlement Date.

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. However, the Offeror will immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

Transfer of Ownership

The title to the Shares validly tendered in accordance with the terms and conditions of the Bid, will pass to the Offeror on the Settlement Date against the payment of the Share Offer Price.

Transfer Tax and Other Payments

The Offeror shall be responsible for the Finnish transfer tax, if any, payable on the sale and purchase of the Shares in accordance with the Bid.

Each shareholder shall be liable for any possible fees charged by a book-entry account operator in accordance with the agreement concluded with the shareholder and possible fees charged by book-entry account operators, asset managers or nominees or any other party in accordance with their agreement with the shareholder for releasing pledges or removing other possible restrictions preventing a sale of the Shares.

The Offeror shall be responsible for other customary fees relating to book-entry registrations required for the purposes of the Bid, the sale and purchase of the Shares tendered under the Bid or the payment of the Share Offer Price.

Other Issues

The Offeror reserves the right to (i) amend the terms and conditions of the Bid in accordance with Chapter 11, Section 15, Subsection 2 of the Finnish Securities Market Act, for example in a situation in which the Company otherwise than in the ordinary course of business would decide on the issue of Shares or special rights entitling to the Shares or on the increase of the number of Shares or (ii) extend the Offer Period and amend the terms and conditions of the Bid in accordance with Chapter 11, Section 17 of the Finnish Securities Market Act. The Offeror shall have sole discretion to determine all other issues relating to the Bid.

The Bid is not made, directly or indirectly, in or into any jurisdiction where prohibited by applicable law, and this Offer Document, related acceptance forms or other materials will not and may not be distributed, forwarded or transmitted into or from a jurisdiction where prohibited by applicable law, by any means whatsoever including mail, facsimile, e-mail or telephone.