Statement of the Board of Directors of Vacon Plc regarding Danfoss' voluntary public tender offer for the shares in Vacon Plc


Vacon Plc stock exchange release 19 September 2014 at 8:30 am EET

NOT TO BE RELEASED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA,
JAPAN, AUSTRALIA, SOUTH AFRICA, HONG KONG OR IN ANY OTHER STATE IN WHICH THE
TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

Statement of the Board of Directors of Vacon Plc regarding Danfoss' voluntary
public tender offer for the shares in Vacon Plc

The Board of Directors of Vacon Plc ("Vacon") has on 18 September 2014 decided
to issue the below statement concerning the voluntary public tender offer
("Tender Offer") made by Danfoss A/S ("Danfoss") through its subsidiary Oy
Danfoss Ab ("Bidder").

Vacon, Danfoss and the Bidder have, after the announcement of the Tender Offer,
learned that due to the laws and regulations of the United States of America the
offer period will need to be extended by one week from its initially estimated
duration and the offer period is thus expected to commence on or about 29
September 2014 and initially extend until 28 October 2014. Vacon and the Bidder
have on 18 September 2014 amended the combination agreement signed on 11
September 2014 ("Combination Agreement") correspondingly. The Board of Directors
of Vacon has taken this amendment into account when deciding upon the below
statement.

With reference to the stock exchange release of Vacon and Danfoss on 12
September 2014 regarding the combination of Vacon and Danfoss through the Bidder
making the Tender Offer to purchase all the issued and outstanding shares in
Vacon that are not held by Vacon, its subsidiaries or the Bidder (hereinafter
the "Shares" and each separately a "Share"), the Board of Directors of Vacon
issues the following statement referred to in Chapter 11, Section 13 of the
Finnish Securities Market Act (746/2012, as amended) regarding the Tender Offer.

THE TENDER OFFER IN BRIEF

Vacon and Danfoss have on 11 September 2014 entered into the Combination
Agreement under which they have agreed to combine the operations of Vacon and
Danfoss. Danfoss has transferred its rights and obligations under the
Combination Agreement to the Bidder, and has agreed to guarantee as for its own
debt to Vacon and Vacon's shareholders all the obligations of the Bidder towards
Vacon and Vacon's shareholders under the Combination Agreement and the Tender
Offer, including specific performance of the Combination Agreement and the
Tender Offer.

As provided under the Combination Agreement, Danfoss has announced the Tender
Offer pursuant to Chapter 11 of the Finnish Securities Markets Act.

The Tender Offer will be made in accordance with the terms and conditions of the
offer document expected to be published by Danfoss and the Bidder by 24
September 2014 (hereinafter referred to as the "Offer Document").

It is the intention of the Bidder to acquire all of the Shares. The Completion
of Tender Offer is conditional on e.g. approvals by the relevant authorities,
such as competition authorities and the Finnish Ministry of Employment and
Economy, and the Bidder gaining control of more than 90 percent of the Shares as
determined in the terms and conditions of the Tender Offer.

The consideration offered in the Tender Offer is EUR 34.00 in cash for each
Share (the "Offer Consideration"). The Offer Consideration represents a premium
of 13.1 percent to the closing price of Vacon on the NASDAQ OMX Helsinki on 11
September 2014, i.e. the last day of trading before the announcement of the
Tender Offer; a premium of approximately 19.0 percent to the volume weighted
average price on the NASDAQ OMX Helsinki during the three (3) months preceding
the date of the announcement of the Tender Offer; and a premium of approximately
20.3 percent to the volume weighted average price on the NASDAQ OMX Helsinki
during the last twelve (12) months preceding the date of the announcement of the
Tender Offer.

Any dividend or other distribution of funds by Vacon decided after the date of
the announcement of the Tender Offer, which a shareholder who has accepted the
Tender Offer is entitled to, will be deducted from the Offer Consideration,
unless otherwise agreed between the parties to the Combination Agreement.

According to the terms and conditions of the Tender Offer, the acceptance period
under the Tender Offer is expected to commence on or about 29 September 2014 and
initially expected to run until 28 October 2014. According to the terms and
conditions of the Tender Offer it is uncertain whether all necessary authority
approvals can be obtained by the end of the offer period and in case all
necessary approvals have not been obtained by the end of the offer period, the
Bidder will extend the offer period in order to receive the necessary approvals
to be able to complete the Tender Offer. It is estimated that the competition
clearances could be obtained in November 2014.

Should such amount of Shares be tendered in the Tender Offer that the Bidder
obtains more than 90 per cent of all shares and voting rights in Vacon, the
Bidder intends to initiate compulsory redemption proceedings for the remaining
Shares and thereafter apply for delisting of the shares of Vacon from the NASDAQ
OMX Helsinki.

Danfoss has secured the necessary financing for the Bidder to complete the
Tender Offer, including mandatory redemption proceedings, and plans to use a
combination of cash positions, unutilized committed credit facilities and
further credit approved financing from its financing institutions. According to
Danfoss, such financing is not subject to or conditional upon any conditions or
circumstances beyond the control of Danfoss or the Bidder, save for certain
limited exceptions set out in the Combination Agreement or a force majeure
event.

On 11 September 2014, the Bidder acquired Vacon shares corresponding to 9.98
percent of all the shares in Vacon from AC Invest Three B.V. ("AC Invest"). In
addition to such shares, the Bidder or Danfoss did not hold any Vacon shares on
the date of the announcement of the Tender Offer. Further, the Bidder has agreed
to acquire and AC Invest has agreed to sell the remaining Shares held by AC
Invest, corresponding to 0.58 percent of all shares of Vacon, subject to the
approval by the Finnish Ministry of Employment and the Economy required under
the Finnish Act on Monitoring Foreign Acquisitions.

Certain large shareholders, together representing approximately 14.32 percent of
the shares in Vacon, have subject to certain customary conditions undertaken to
accept the Tender Offer.

The terms and conditions of the Tender Offer as well as background and reasons
for the Tender Offer will be included in more detail in the Offer Document which
the Bidder expects to publish around 24 September 2014.

STATEMENT OF THE BOARD OF DIRECTORS

1. Background for the statement

Pursuant to the Finnish Securities Market Act, the Board of Directors of Vacon
shall prepare a public statement regarding the Tender Offer.

The statement shall include a well-founded assessment of the Tender Offer from
the perspective of Vacon and its shareholders as well as of the strategic plans
and their likely effects on the operations and employment of Vacon presented by
the Bidder in the Offer Document.

For the purposes of issuing this statement, the Bidder has submitted to the
Board of Directors of Vacon the draft version of the Finnish language Offer
Document in the form in which the Bidder has filed it with the Finnish Financial
Supervisory Authority for approval on 17 September 2014.

In preparing its statement, the Board of Directors of Vacon has relied on
information provided in the draft Offer Document by the Bidder and has not
independently verified this information.

2. Assessment regarding strategic plans presented by the Bidder and their likely
effects on the operations and employment of Vacon

Information given by Danfoss and the Bidder in the Offer Document

The Board of Directors of Vacon has assessed the Bidder's strategic plans based
on the statements in the draft Offer Document.

According to such statements, the background for the Tender Offer is Danfoss'
strategic focus on creating profitable growth with a clear target to be a
leading global player in the core business areas it operates. It is Danfoss'
clear view, that the best way to meet the future AC Drives market challenges is
to combine the AC Drives businesses of Vacon and Danfoss, a combination that
will secure a strong and significant product oriented player in the AC Drives
market with unique capabilities, best in class offering and complementary market
positions that will secure continued profitable growth and innovation.

Further, according to the Offer Document, Danfoss foresees Vaasa (FI) and
Graasten (DK) as strategic competence centres for the new entity playing a major
role in, amongst others, management, manufacturing and product development of
the combined entity and that the business will remain deeply rooted in local
Nordic communities and cultures but will have a strong global presence,
extracting significant value by maintaining close relationships with regional
institutions.

Based on the information given by the Bidder in the Offer Document, the Tender
Offer is not expected to have any immediate effect on the operation and business
locations or on the number of employments at Vacon. According to the Tender
Offer Document the businesses of Vacon and Danfoss will be combined after
closing based on a joint integration plan between Vacon and Danfoss with deep
involvement of top leadership from both sides.

Board assessment

The Board of Directors of Vacon shares the view of the key global AC Drives
market trends, as presented in the Offer Document, of a growing market which is
shifting towards Asia Pacific and further consolidation. This underlines the
effect of scale advantages to support growth and profitability as well as
ensuring research and development resources. The Board of Directors of Vacon
believes that the combination of Vacon and Danfoss AC Drives businesses creates
a strong and significant player in the AC Drives market and forms a foundation
for profitable growth and innovation.

The Board of Directors of Vacon foresees the combination to become a strong
alternative to competitors in the market and to be able to give customers a
wider and more innovative offering of drives. Together the entities will also
get a base for enhancing growth from gaining scale which provides the critical
mass in mature and emerging markets and enables further investments in both R&D
and sales force, which are key success factors in the drives business. In
addition to these benefits to Vacon and its customers, the employees of the
company will join a platform rich with opportunities for personal and
professional development.

On the date of this statement the Board of Directors of Vacon has not received
any formal statement as to the effects of the Tender Offer to the employments at
Vacon from Vacon's employees.

3. Assessment of the Board of Directors from the perspective of Vacon and its
shareholders

Introduction

In evaluating the Tender Offer, analyzing alternative opportunities available to
Vacon and concluding on its statement, the Board of Directors has considered
several factors, such as Vacon's recent financial performance, current position
and future prospects, and the historical trading price of Vacon's share.

The Board of Directors' assessment of continuing the business operations of
Vacon as an independent company has been based on reasonable future-oriented
estimates which include uncertainties, whereas the Offer Consideration and the
premium included therein is not subject to any uncertainty other than the
fulfillment of the conditions to completion of the Tender Offer.

In order to support its assessment of the Tender Offer, the Board of Directors
of Vacon has received a fairness opinion regarding the Tender Offer (the
"Fairness Opinion") from Vacon's financial advisor, Aventum Partners. The
Fairness Opinion, subject to the assumptions and qualifications set out therein
and dated 11 September 2014, states that the Offer Consideration, from a
financial point of view, is believed to be fair. The Fairness Opinion is
attached as Appendix 1 to this statement.

Board assessment

The Board of Directors of Vacon has carefully evaluated the Tender Offer and its
terms and conditions based on the draft Offer Document, the Fairness Opinion and
other available information.

The Board of Directors of Vacon believes that the Offer Consideration offered by
the Bidder for the Shares is fair to Vacon's shareholders based on an assessment
of the issues and factors which the Board of Directors has concluded to be
material in evaluating the Tender Offer. These include, amongst other factors:

  * the premium being offered;
  * the information and assumptions on the business operations and finances of
    Vacon at the date of this statement and their expected future development;
  * the valuation multiples of Vacon shares before the announcement of the
    Tender Offer;
  * the support for the Tender Offer by certain large shareholders of Vacon as
    referred to above;
  * valuations and analysis made and commissioned by the Board of Directors; and
  * Aventum Partners' Fairness Opinion.

The Board of Directors has concluded that Vacon would also have viable
opportunities to develop its business as an independent company for the benefit
of Vacon and its shareholders. However, taking into consideration the risks and
uncertainties associated with such stand-alone approach, the Board of Directors
has concluded that the Tender Offer is a favorable alternative for the
shareholders.

The Board of Directors of Vacon has further concluded that the Tender Offer is
in the best interests of Vacon's shareholders and a more favorable alternative
for the shareholders of Vacon compared to continuing the business operations of
Vacon as an independent company, and other potential strategic alternatives
reviewed by the Board of Directors.

4. Recommendation of the Board of Directors

Based on the foregoing, the Board of Directors unanimously recommends that the
shareholders of Vacon accept the Tender Offer.

All members of the Board of Directors have participated in the decision making
concerning the statement. The evaluation of independence of the members of the
Board of Directors is available on the website of Vacon. The Chairman of the
Board of Directors of Vacon Mr. Panu Routila is the CEO of Ahlström Capital Oy
which controls AC Invest. Mr. Routila has not participated and does not
participate in the decision making of Ahlström Capital Oy or AC Invest
concerning their shares in Vacon.

This statement shall not be considered to constitute investment or tax advice.
The Board of Directors is not evaluating or expressing its view on the general
price development of the Shares or risks relating to investments in general.
Vacon's shareholders shall independently make their decision on whether to
accept the Tender Offer by taking into account all information to be presented
in the Offer Document, this statement of the Board of Directors, as well as
other information that may impact the price of the Shares.

The Board of Directors of Vacon notes that the combination of Vacon's and
Danfoss' operations will, in addition to synergy benefits, pose challenges to
both parties, and the combination may, as is common in such processes, involve
unforeseeable risks.

The Board of Directors of Vacon notes that the shareholders of Vacon should also
take into account the risks related to non-acceptance of the Tender Offer.

Provided that Danfoss waives the acceptance condition of 90 per cent of the
shares and votes, the completion of the Tender Offer would reduce the number of
Vacon shareholders and the number of Shares, which would otherwise be publicly
traded. Depending on the number of Shares validly tendered in the Tender Offer,
this could have an adverse effect on the liquidity and value of the Shares.

Pursuant to Chapter 18 of the Finnish Companies Act (624/2006, as amended), a
shareholder with more than 90 per cent of all shares and votes in a company
shall have the right to acquire, and subject to a demand by the other
shareholders also be obligated to redeem, the shares owned by the other
shareholders. The Shares held by Vacon's shareholders who have not accepted the
Tender Offer may be redeemed through compulsory redemption proceedings under the
Finnish Companies Act under the conditions set out therein. The value of the
potential cash consideration received through such redemption proceedings may
deviate from the Offer Consideration offered by the Bidder in the Tender Offer.

In the Combination Agreement, the Bidder has agreed either to pay or cause Vacon
to pay the Board of Directors of Vacon the remuneration for the full terms of
office they were originally elected for regardless of whether they are replaced
before the end of their term.

Vacon has undertaken to comply with the Helsinki Takeover Code referred to in
Chapter 11 Section 28 of the Finnish Securities Markets Act. Vacon has in the
Combination Agreement agreed to a standard non-solicitation clause whereby Vacon
has undertaken not to solicit any competing proposals or, subject to the
fiduciary duties of the Board of Directors of Vacon, promote the progress of
such proposals. Having carefully assessed the terms and conditions of the Tender
Offer, including the preconditions set by Danfoss for launching the Tender
Offer, the Board of Directors of Vacon has concluded that entering into the
Combination Agreement, including said non-solicitation clause, is in the
interest of Vacon's shareholders.

Vacon is being advised by Aventum Partners as financial advisor and Roschier,
Attorneys Ltd. as legal advisor.

THE BOARD OF DIRECTORS OF VACON PLC


Further information

  * Sebastian Linko, Director, Corporate Communications and Investor Relations,
    Vacon Plc, phone +358 (0)40 8371 634, sebastian.linko(at)vacon.com

Vacon in brief:

Vacon is driven by a passion to develop, manufacture and sell the best AC drives
and inverters in the world - and provide customers with efficient product
lifecycle services. Our AC drives offer optimum process control and energy
efficiency for electric motors. Vacon inverters play a key role when energy is
produced from renewable sources. Vacon has production and R&D facilities in
Europe, Asia and North America, and sales offices in 30 countries. Further,
Vacon has sales representatives and service partners in nearly 90 countries. In
2013, Vacon's revenues amounted to EUR 403.0 million, and the company employed
globally approximately 1,600 people. The shares of Vacon Plc (VAC1V) are quoted
on the main list of the Helsinki stock exchange (NASDAQ OMX Helsinki).

Driven by Drives, www.vacon.com

DISTRIBUTION:

NASDAQ OMX Helsinki
Main media
www.vacon.com

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR AN INVITATION TO MAKE A SALES OFFER. INVESTORS SHALL ACCEPT THE TENDER
OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN THE TENDER
OFFER DOCUMENT. THE TENDER OFFER WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER THE OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY
APPLICABLE LAW OR WHERE THE TENDER OFFER DOCUMENT WOULD HAVE TO BE PUBLISHED OR
REGISTERED OR THE OFFER WOULD BE SUBJECT TO OTHER REQUIREMENTS IN ADDITION TO
THOSE UNDERTAKEN IN FINLAND. 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 LAW. 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, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR THE
INTERNET) OR THROUGH A NATIONAL SECURITIES EXCHANGE OF CANADA, JAPAN, AUSTRALIA,
SOUTH AFRICA OR HONG KONG. THE TENDER OFFER CANNOT BE ACCEPTED BY ANY SUCH USE,
MEANS OR INSTRUMENTALITY OR FROM WITHIN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA
OR HONG KONG OR ANY OTHER JURISDICTION WHERE PROHIBITED BY LAW, OR ON BEHALF OF
ANY PERSON RESIDING OR LOCATED IN SUCH JURISDICTION.

Special notice to securityholders in the United States

The Tender Offer described in this release is subject to the laws of Finland. It
is important for US securities holders to be aware that this release and all
Tender Offer documentation are subject to disclosure and takeover laws and
regulations in Finland that are different from those in the United States. As
applicable, the Bidder and Danfoss will comply with Regulation 14E under the US
Securities Exchange Act of 1934, as amended, in connection with the Offer. Any
extension of the tender offer into, or any separate tender offer in the United
States will be made solely under the accompaniment of a dealer-manager that is a
broker-dealer registered under the US Securities Exchange Act of 1934, as
amended.

Securityholders in the United States should read the Tender Offer documents
prepared by the Bidder and Danfoss when they become available for instructions
on how to tender their shares.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE
SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF
THIS OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THIS ANNOUNCEMENT OR
DETERMINED WHETHER THIS ANNOUNCEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.



Appendix 1 Fairness Opinion

Vacon Oyj
Board of Directors
Runsorintie 7
65380 Vaasa
Finland

Helsinki, 11 September 2014

Fairness Opinion

The Board of Directors of Vacon Oyj ("Vacon" or the "Company") has requested
Aventum Partners Ltd ("Aventum") to provide an opinion as to the fairness
("Opinion"), from a financial point of view, of the terms of the public tender
offer as defined below.

Danfoss A/S ("Danfoss" or the "Offeror) has intention to announce a public
tender offer pursuant to the Finnish Securities Markets Act and other applicable
laws and regulations, including the Helsinki Takeover Code ("Offer"). The Offer
will be made to acquire all outstanding shares in Vacon that are not held by the
Company ("the Shares", "Share"). Pursuant to the Offer the shareholders of Vacon
will be offered EUR 34.00 for each share (the "Consideration") in Vacon (the
"Transaction") terms and conditions of which are more fully described in the
combination agreement to be dated September 11, 2014 (the "Combination
Agreement").

Consideration is approximately 13.4 per cent higher than the Share's closing
price of EUR 29.99 on the stock exchange list of NASDAQ OMX Helsinki Oy ("the
Helsinki Stock Exchange") on September 10, 2014, i.e. the day before Combination
Agreement was entered into, approximately 18 per cent higher than the volume-
weighted average trading price of the Shares on Helsinki Helsinki Stock Exchange
during the one-month (1) period preceding the date Combination Agreement was
entered into, approximately 19 per cent higher than the volume-weighted average
trading price of the Shares on Helsinki Stock Exchange during the three-month
(3) period preceding the date Combination Agreement was entered into, and
approximately 16 per cent higher than the volume-weighted average trading price
of the Shares on Helsinki Stock Exchange during the six-month (6) period
preceding the date Combination Agreement was entered into.

On the date of this Opinion, Vacon has no securities entitling to Shares and
Vacon has not announced an issue of such securities.

Aventum has, as a basis for this Opinion, reviewed and considered, among other
things:

(i) draft Combination Agreement dated September 11, 2014

(ii) certain publicly available information concerning Vacon and the industries
in which it operates as Aventum has deemed appropriate;

(iii) the discussions held with the senior management of Vacon regarding the
historical and current business operations and financial situation of Vacon;

(iv) the discussions held with the senior management of Vacon regarding the
strategy, future outlook and investment requirements of Vacon;

(v) the financial performance of Vacon in comparison with those of certain
comparable companies;

(vi) the prices and trading activity of the Shares on Helsinki Stock Exchange
since the listing of the Shares in 2000;

(vii) the valuation analysis of Vacon based on certain generally accepted
valuation methods which Aventum has deemed appropriate;

(viii) the shareholder structure of Vacon;

(ix) certain reports, analyses and forecasts prepared by third party equity
analysts; and

(x) such other documents, analyses, discussions and studies as Aventum has
deemed appropriate.

In rendering this Opinion, Aventum has assumed and relied upon, without separate
verification thereof, the accuracy and completeness of the information which was
publicly available or furnished to Aventum for purposes of this Opinion. Aventum
has not conducted any physical inspections of any of the assets of the Company
and has not made any independent evaluation, due diligence review or appraisal
of the assets of Vacon or any of its subsidiaries or affiliates.

Aventum has relied on the reasonableness and accuracy of the financial and
operating forecasts of Vacon prepared or presented by the management of Vacon
and that such forecasts are diligently prepared and they represent the best
currently available estimations and judgement of the management of Vacon. In
rendering this Opinion, Aventum does not express any Opinion as to the
reasonableness and accuracy of such forecasts and estimations.

Aventum has assumed that Vacon has fulfilled all its disclosure obligations
applicable to listed companies in accordance with legislation and the rules of
NASDAQ OMX Helsinki.

Aventum's Opinion is based on financial, regulatory, market and other conditions
prevailing at the date hereof. It should be taken into account that the
circumstances on which this Opinion is based may change. Any developments
subsequent to the date hereof may affect Aventum's views but Aventum has no
obligation to update or revise this Opinion.

Aventum has assumed that Transaction as completed will not differ in any
material respect from that described in the draft Combination Agreement, which
we have reviewed, without any adverse waiver or amendment of any material term
or condition thereof, and that the Company and the Offeror will each comply with
all material terms of the Combination Agreement.

Aventum's advisory services are rendered and this Opinion is given only for
Vacon's Board of Directors to assist it in connection with its consideration and
assessment of the Consideration. This Opinion does not address the merits or
disadvantages of the Offer as compared to any alternative offers for the Shares
in the Company or its assets or any other alternative business strategy that
might be available to Vacon. This Opinion does not express any views as to the
price at which Vacon's Shares will trade at any future time. This Opinion does
not address or evaluate terms and conditions, other than the Consideration in
the Combination Agreement or the form of the Transaction. Aventum does not
hereby express any recommendation as to whether the shareholders of Vacon should
accept the Offer.

Aventum has acted as financial adviser to the Company in connection with the
Transaction and will receive a fee for its services, which is partially
contingent upon the consummation of the Transaction. From time to time Aventum
may have provided investment banking services to the Company or its shareholders
unrelated to the proposed Transaction and received customary compensation for
the rendering of such services. Aventum is paid a fee for its services in
connection with giving this Opinion.

This letter and the Opinion may not without prior consent from Aventum, be
invoked or used for any other purpose and, pursuant to such consent, only be
used or invoked in its entirety. This Opinion is governed by Finnish law and any
dispute relating thereto shall be settled exclusively by Finnish courts. We
accept no responsibility to any person other than the Board of Directors of the
Company in relation to the contents of this letter, even if it has been
disclosed with our consent.

Based upon and subject to the foregoing, it is Aventum's Opinion, as the date
hereof, that the Consideration is fair, from a financial point of view, for
Vacon's shareholders.

Yours sincerely,

AVENTUM PARTNERS LTD


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