Etteplan Oyj — Share Issue/Capital Change 2022

Feb 2, 2022

Etteplan acquires Syncore, an embedded system specialist in Sweden - a directed share issue to the owners of the acquired company

Etteplan acquires Syncore, an embedded system specialist in Sweden - a directed share issue to the owners of the acquired company

ETTEPLAN OYJ, Stock Exchange Release, February 2, 2022, AT 10.30.00 A.M. EET

Etteplan strengthens its position in Sweden and acquires Syncore Technologies
AB, a technology services company focusing on embedded systems. The acquisition
is in line with Etteplan’s growth strategy as it complements our expertise and
increases our international presence.

As part of the financing of the transaction, Etteplan Oyj's Board of Directors,
at its meeting held on February 1, 2022, made a conditional decision on the
share issue based on the share issue authorization given to the Board of
Directors by the Annual General Meeting on April 8, 2021. The directed share
issue is related to the acquisition of Syncore Technologies AB. In accordance
with the terms of the transaction, the purchase price will be paid through a
share issue to the sellers and cash. The contract of sale, which was a condition
of the decision, was signed today, February 2, 2022, and at the same time the
sellers subscribed for 117 485 Etteplan new shares as a part payment for the
purchase amount. The subscription price per share to be paid for the shares is
EUR 16.42. (For more information on the terms of the directed issue, see the
bulletin below.)

The acquisition strengthens Etteplan´s embedded systems project business in
Sweden

Etteplan has acquired the Swedish technology services company Syncore, which
specializes in advanced embedded systems. Through the acquisition, Etteplan will
significantly strengthen its ability to deliver embedded solutions and software
in Sweden and strengthen its project business expertise in embedded systems. The
acquisition is a continuation to investments in digitalization and embedded
systems and software development Etteplan has made during the recent years.

Founded in 2000, Syncore is specialized in advanced embedded systems projects
such as design, hardware and software development, and product lifecycle
services, especially for customers in the industrial systems, aerospace and
defense industries.  In 2020, Syncore's net sales were approximately EUR 5
million and it employs 46 embedded systems experts in Linköping, Sweden. The
parties have agreed not to publish the purchase price.

“Syncore´s very strong project expertise and extensive experience as a provider
of design services and embedded solutions strengthens Etteplan's market position
in Sweden and supports the development of Etteplan's Managed Services. The
acquisition also expands our service offering and opens up many interesting
growth prospects for both Etteplan and Syncore, ”says Juha Näkki, President and
CEO of Etteplan.

Following the acquisition, Etteplan employs more than 800 experts in embedded
systems and software development, including over 150 in Sweden. In total,
Etteplan employs close to 700 experts in Sweden.

“With the acquisition, our project expertise in Sweden will be significantly
strengthened and together we will form an interesting supplier for Swedish and
international customers. We already have common clients and we have worked on
joint projects. I would like to warmly welcome Syncore´s professional experts to
Etteplan and continue the cooperation that has already begun,” says Tero
Leppänen, Etteplan's Senior Vice President of Software and Embedded Solutions.

”We see a lot of opportunities for collaboration - as a part of Etteplan, we can
reach more customers, and execute more complex projects. This also gives our
business and colleagues diverse opportunities for development and growth,”
Mattias From, CEO of Syncore says

Directed share issue to Syncore´s owners

At its meeting held on February 1, 2022, the Board of Directors of Etteplan Oyj
(the "Company") made a conditional decision on the directed share issue based on
the share issue authorization granted to the Board by the Annual General Meeting
on April 8, 2021. The directed share issue is related to the acquisition of
Syncore Technologies AB. In accordance with the terms of the transaction, the
purchase price will be paid through a share issue to the sellers and cash.

The contract of sale, which was a condition of the decision, was signed today,
February 2, 2022, and at the same time the seller subscribed for 117 485
Etteplan shares as a part payment for the purchase price. The subscription price
per share to be paid for the shares is EUR 16.42. Payment for the subscription
price was made by set off against the acquisition debt from the Company. The
company's unrestricted equity will increase by EUR1,929,103.70.

The new shares subscribed for in the directed share issue will be registered in
the Trade Register on approximately 19.4.2022 and in the book-entry system
maintained by Euroclear Finland Oy on approximately 2.5. 2022. The shares will
be applied for public trading once the said registrations have been completed.
However, trading in the new shares will only be possible after three years, when
the transfer restriction agreed upon in connection with the transaction has
expired.

The subscription prices of the shares will be recorded in full in the Company's
invested unrestricted equity fund, and the share capital will not be increased
in connection with the issue. The total number of Etteplan shares after the
issue is 25 200 793. The shares to be issued represent approximately 0.47
percent of the total number of the Company's shares prior to the issue and
approximately 0.47 percent of the total amount after the issue. The new shares
are entitled to a dividend starting from the financial year 2022. After the
issue, the Board of Directors may, based on the authorization of the Annual
General Meeting, decide to issue a maximum of 2 262 515 shares.

Espoo, Finland, February 2, 2022

Etteplan Oyj

Board of Directors

Distribution:
Nasdaq Helsinki
Major media
www.etteplan.com

Additional information:
Juha Näkki, President and CEO, tel. +358 10 307 2077
Outi Torniainen, SVP, Communications and Marketing, tel. +358 10 307 3302

Etteplan in brief
Etteplan provides solutions for
software (https://www.etteplan.com/services/software-and-digitalization) and
embedded solutions (https://www.etteplan.com/services/embedded-systems),
solutions for industrial
equipment (https://www.etteplan.com/services/engineering) and plant
engineering (https://www.etteplan.com/services/engineering/plant
-engineering) and technical documentation
solutions (https://www.etteplan.com/services/product-and-asset-information) to
the world’s leading companies in the manufacturing industry. Our services are
geared to improve the competitiveness of our customers’ products, services and
engineering processes throughout the product life cycle. The results of
Etteplan’s innovative engineering can be seen in numerous industrial solutions
and everyday products.
In 2020, Etteplan had a turnover of approximately EUR 260 million. The company
currently has over 3,800 professionals in Finland, Sweden, the Netherlands,
Germany, Poland, Denmark and China. Etteplan's shares are listed on Nasdaq
Helsinki Ltd under the ETTE ticker. www.etteplan.com