Statement of the Board of Directors of Technopolis Plc Regarding the Voluntary Public Cash Tender Offer by Kildare Nordic Acquisitions S.à r.l

TECHNOPOLIS PLC     STOCK EXCHANGE RELEASE      September 4, 2018 at 5:00 p.m. EEST

THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE “IMPORTANT NOTICE” BELOW.

Statement of the Board of Directors of Technopolis Plc Regarding the Voluntary Public Cash Tender Offer by Kildare Nordic Acquisitions S.à r.l

Kildare Nordic Acquisitions S.à r.l (the “Offeror”) and Technopolis Plc have announced on August 28, 2018 that the Offeror makes a voluntary public cash tender offer to acquire all issued and outstanding shares in Technopolis that are not held by Technopolis or its subsidiaries (the “Tender Offer”).

The Board of Directors of Technopolis has on September 4, 2018 decided to issue the attached statement regarding the Tender Offer as required by the Finnish Securities Markets Act.

Further information:

Juha Laaksonen, Chairman of the Board of Directors
Contact: Minna Karttunen, Head of IR, tel: +358 40 513 3225

Technopolis in brief:

Technopolis is a shared workspace expert. It provides efficient and flexible offices, coworking spaces and everything that goes with them. Technopolis’ services run from designing the workspace to reception, meeting solutions, restaurants and cleaning. Technopolis is obsessed with customer satisfaction and value creation. Its 17 campuses host 1,600 companies with 50,000 employees in six countries within the Nordic and Baltic Sea region. Technopolis Plc (TPS1V) is listed on Nasdaq Helsinki. www.technopolis.fi/en

IMPORTANT NOTICE

THIS STOCK EXCHANGE RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, AUSTRALIA, CANADA, HONG KONG THE SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA (“HONG KONG”), JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS STOCK EXCHANGE RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS STOCK EXCHANGE RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

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. WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, (INCLUDING BY USE OF, OR BY any means OR INSTRUMENTALITY, including without limitation E-mail, POST, facsimile transmission, telephone or Internet, OF INTERSTATE OR FOREIGN COMMERCE, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE) Australia, Canada, Hong Kong, Japan, New Zealand OR South Africa. ANY PURPOTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

The COMPLETION OF THE Tender Offer is subject to the condition, among other things, that it has been validly accepted with respect to Shares representing, together with any Shares otherwise held by the Offeror prior to the announcement of the final result of the Tender Offer, on a fully diluted basis more than 90 percent of the Shares and voting rights IN Technopolis as WILL BE more fully described in the Tender Offer Document. The Offeror, however, reserves the right to waive or lower this condition. In that case, the Offeror may hold a simple majority of the share capital or voting rights of Technopolis but may not have sufficient holdings to determine alone the outcome of corporate decisions that require a two-thirds majority of shareholders’ votes. Technopolis’ tendering shareholders should withdraw tendered securities immediately if their willingness to tender into the Tender Offer would be affected by the reduction or waiver of the voluntary overall acceptance threshold.

Notice to Shareholders in the United States

U.S. shareholders are advised that shares in Technopolis are not listed on a U.S. securities exchange and that Technopolis 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 to Technopolis’ shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Technopolis 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 Technopolis’ other shareholders.

The Tender Offer is made for the issued and outstanding shares in Technopolis, a Finnish company. Information distributed in connection with the Tender Offer is subject to disclosure requirements of Finland, which are different from those of the United States. The financial statements and financial information included in this stock exchange release or in the Tender Offer Document have 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.

It may be difficult for Technopolis’ shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since the Offeror and Technopolis 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. Technopolis’ shareholders may not be able to sue the Offeror or Technopolis or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and Technopolis and their respective affiliates to subject themselves to a U.S. court’s judgment.

The Tender Offer is expected to be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, shares in Technopolis that are the subject of the Tender Offer or any securities that are convertible into, exchangeable for or exercisable for such shares. 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 Technopolis of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Technopolis, which may include purchases or arrangements to purchase such securities.

The receipt of cash pursuant to the Tender Offer by a U.S. shareholder 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 shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

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

Disclaimer

Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is under the supervision of the Swedish Financial Supervisory Authority (Finansinspektionen) in cooperation with the Finnish Financial Supervisory Authority (Finanssivalvonta). Skandinaviska Enskilda Banken AB (publ) Helsinki Branch is acting as financial adviser to Technopolis and no one else for the purpose of the consideration of the Tender Offer and will not be responsible to anyone other than Technopolis for providing the protection offered to clients of Skandinaviska Enskilda Banken AB (publ) Helsinki Branch nor for providing advice in relation to the Tender Offer.

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