Voluntary public cash tender offer by Mehiläinen Yhtiöt Oy for all shares in Pihlajalinna Plc

IMPORTANT INFORMATION

Access to the information and documents on this website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you access this restricted information.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR NEW ZEALAND, OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons residing or physically present in Canada, Japan, Australia, South Africa, Hong Kong Special Administrative Region of the People’s Republic of China or New Zealand, or in any other jurisdiction in which it would be unlawful. Access to the information and documents contained on this website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Canada, Japan, Australia, South Africa, Hong Kong Special Administrative Region of the People’s Republic of China and New Zealand who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Mehiläinen Yhtiöt Oy (“Mehiläinen”) assumes no responsibility if there is a violation of applicable law or regulations by any person.

The tender offer (the “Tender Offer”) is not being made and the shares will not be accepted for purchase from or on behalf of persons, directly or indirectly in any jurisdiction where making or acceptance of such Tender Offer would be prohibited by applicable laws or regulations or would require any registration, approval or further measures with any regulatory authority not expressly contemplated by the tender offer document. The tender offer document and related acceptance forms as well as other related material will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where it would be prohibited by the applicable laws and regulations. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, e-mail, post, facsimile transmission, telex, telephone or electronic transmission by way of the internet or otherwise) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Canada, Japan, Australia, South Africa, Hong Kong Special Administrative Region of the People’s Republic of China or New Zealand. The Tender Offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within, Canada, Japan, Australia, South Africa, Hong Kong Special Administrative Region of the People’s Republic of China or New Zealand. Any purported acceptance of the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid.

The full terms and conditions of the Tender Offer will be set out in the tender offer document. In deciding whether or not to accept the Tender Offer, shareholders of Pihlajalinna Plc (“Pihlajalinna”) should rely only on the information provided in the tender offer document.

Notice to Shareholders in the United Kingdom

The Tender Offer and the information and documents contained on this website are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained on this website are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained on this website is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate, or to acquire 50 per cent. or more of the voting shares in a body corporate, within article 62 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Notice to U.S. Shareholders

Shareholders in the United States are advised that the shares in Pihlajalinna are not listed on a U.S. securities exchange and that Pihlajalinna is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. 

The Tender Offer is made for the issued and outstanding shares in Pihlajalinna, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States in compliance with Section 14(e) of the Exchange Act and the applicable rules and regulations promulgated thereunder, including Regulation 14E (in each case, subject to any exemptions or relief therefrom, if applicable) and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included on this website has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. The Tender Offer is made to Pihlajalinna’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Pihlajalinna to whom an offer is made. Any information documents, including the tender offer document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Pihlajalinna’s other shareholders.

To the extent permissible under applicable law or regulations, including Rule 14e-5 under the Exchange Act, Mehiläinen and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Mehiläinen or its affiliates, as applicable) may from time to time and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer and combination, directly or indirectly, purchase or arrange to purchase, the shares in Pihlajalinna or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Pihlajalinna of such information. In addition, the financial advisers to Mehiläinen may also engage in ordinary course trading activities in securities of Pihlajalinna, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in the tender offer document. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of shares in Pihlajalinna may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of shares in Pihlajalinna is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for Pihlajalinna’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Mehiläinen and Pihlajalinna are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Pihlajalinna’s shareholders may not be able to sue Mehiläinen or Pihlajalinna or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel Mehiläinen and Pihlajalinna and their respective affiliates to subject themselves to a U.S. court’s judgment.

Forward-looking Statements

This website and the information contained herein contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of publication of the relevant information.

Confirmation

By clicking on the link below, you confirm that you have read, understand and agree to comply with all of the restrictions set forth above and that your country of residence and current location is not Canada, Japan, Australia, South Africa, Hong Kong Special Administrative Region of the People’s Republic of China or New Zealand, or any other jurisdiction in which such distribution or such access is unlawful.

No, I do not confirm