ÅF AB (publ) (OM:AF B) signed an agreement to acquire Pöyry PLC (HLSE : POY1V) from a group of sellers for approximately €630 million on December 10, 2018. Under the terms, AF will pay €10.2 per share in cash. AF considers that the offer price represents full value of Pöyry, and the offer price need not be increased. The offer is fully financed with facilities from Skandinaviska Enskilda Banken AB (publ) and Svenska Handelsbanken AB (publ). ÅF has secured fully committed debt financing from SEB and SHB. The combined company will operate under the united brand ÅF-Pöyry AB. After the completion of the tender offer, ÅF's shares will continue to be listed on Nasdaq Stockholm AB. The management team and the managers of the business areas in the combined company are expected to consist of individuals from both ÅF and Pöyry. The combined company's President and Chief Executive Officer will be Jonas Gustavsson, and the head office will be located in Stockholm. After ÅF obtains more than 90% of all shares and voting rights, ÅF will initiate mandatory redemption proceedings for the remaining shares in accordance with the Finnish Companies Act and, thereafter, Pöyry will apply for delisting of its shares from Nasdaq Helsinki. Corbis, Procurator-Holding, Varma Mutual, Ilmarinen Mutual, Mariatorp and Wipunen varainhallinta collectively holding approximately 52.3% of the shares and votes in Pöyry, have irrevocably undertaken to accept the offer.

The completion of the offer is subject to all necessary regulatory approvals, including the Finnish Financial Supervisory Authority, approval of competition authorities, ÅF having obtained more than 90% of shares and voting rights, the subscription undertakings by Corbis, Procurator-Holding, Mariatorp and Wipunen varainhallinta to subscribe and pay for new class B shares in ÅF to be issued in the directed share Issue and their pro rata allocation of shares to be offered in the rights issue. The Board of Directors of Pöyry has unanimously decided to recommend that the shareholders of Pöyry accept the offer. As on January 31, 2019, it was announced that transaction receives approval from Austrian Federal Competition Authority, the Norwegian Competition Authority and the Swedish Competition Authority. However, the statutory waiting period for clearance from the Federal Antimonopoly Service of the Russian Federation has not yet expired and this clearance is therefore still pending. As of February 7, 2019, the transaction is approved by Federal Antimonopoly Service of the Russian Federation. Consequently, ÅF declared the offer unconditional. The offer period is expected to commence on or about December 20, 2018 and is expected to expire on or about January 31, 2019. As on January 31, 2019, ÅF extended the offer period till February 15, 2019. As of February 8, 2019, ÅF AB has supplemented the tender offer document, whereas the Financial Supervision Authority has approved the supplement to the tender offer document, which relates to the financial statements release as at and for the year ended December 31, 2018 published by Pöyry on February 7, 2019; (ii) the notice to Pöyry's Annual General Meeting published by Pöyry on February 7, 2019; and (iii) the stock exchange release published by ÅF on February 7, 2019 relating to the announcement that ÅF has received all necessary regulatory approvals for the completion of the Tender Offer and declares the Tender Offer unconditional. As of February 18, 2019, according to the preliminary results, approximately 99% of the outstanding shares were tendered. The final results will be announced on February 19, 2019. As on February 19, 2019, the final results were announced. The settlement will take place on or about February 21, 2019. In order to provide remaining shareholders with the opportunity to still accept the tender offer, ÅF AB (publ) has today decided to extend the offer period of the tender offer by a subsequent offer period in accordance with the terms and conditions of the tender offer (the "subsequent offer period"). The subsequent offer period will commence on February 22, 2019 and will expire on March 8, 2019. The shares tendered during the subsequent offer period which expired on March 8, 2019, represent approximately 0.2% stake in Pöyry PLC. In total, ÅF AB now holds 99.3% stake in Pöyry PLC. AF will announce the final percentage of the shares validly tendered during the subsequent offer period on or about March 12, 2019. AF has initiated mandatory redemption proceedings for the remaining Poyry shares. The transaction is value accretive for ÅF's shareholders. The combination is expected to be accretive to ÅF's earnings per share adjusted for transaction related items in 2019 and accretive to ÅF's earnings per share from 2020.

Skandinaviska Enskilda Banken AB (publ) acted as lead financial advisor and the arranger, Access Partners Oy acted as financial advisor and Petri Haussila, Tanja Törnkvist, Janko Lindros, Petri Avikainen, Oscar Liljeson, Johan Thiman, Pontus Lindfelt, Daniel Levin, Kristina Zissis, Sara Nordin, Heidi Hietanen, Essi Lavikkala, Benjamin Tuiskula, Oona Lilja, Jon Termonen, Liisa Rekola, Asta Tukiainen, Nikolas Limingoja, Axel Fagerhall, Anders Karlsson, Elin Brännström, Björn Torsteinsrud, Marika Harjula, Ashley Williams and Elodie Gal of White & Case LLP as the legal advisor for ÅF. Advium Corporate Finance Ltd. acted as fairness opinion provider and financial advisor to Board of Directors of Pöyry and Mikko Heinonen, Klaus Ilmonen, Mattias Friberg, Antti Kuha, Henrik Hautamäki, Roosa Väre, Anna Sahrakorpi, Mari Pihalehto, Mikko Huimala, Toni Malminen, Khaled Talayhan, Marcus Holming, Carolina Wahlby, Johanna Haltia-Tapio and Suvi-Tuuli Saarnio of Hannes Snellman Attorneys Ltd as the legal advisor for Pöyry. Handelsbanken Capital Markets acted as a financial advisor to ÅF AB. KPMG acted as accountant to ÅF AB.