SOLTEQ PLANS TO ISSUE A BOND AND PRESENTS PROVISIONAL PRO FORMA FINANCIAL AND OTHER INFORMATION RELATING TO THE ACQUISITION OF DESCOM GROUP

Solteq Plc Stock Exchange Release 22.6.2015 at 12.30 pm

Solteq Plc (Solteq) has on 17 June 2015 published an agreement pursuant to which
Solteq will purchase the entire share capital and capital loans of Descom Group
Oy (Descom Group or Descom) (Acquisition). Descom Data Center Solutions business
will not be included in the Acquisition. The Acquisition is subject to, among
other things, Solteq having obtained sufficient financing for the Acquisition
and the repayment of the existing financial indebtedness of Descom’s group and
of Solteq.

The aim is to complete the Acquisition by 31 August 2015.

Solteq plans to obtain the aforesaid financing by issuing an unsecured bond in
the estimated amount of MEUR 25-30 to a limited number of Finnish and Nordic
institutional and other professional investors. The maturity of the bond would
be 5 years. Solteq has planned to apply for the bond to be admitted to the
Nasdaq OMX Helsinki Stock Exchange. Danske Bank Plc will act as lead arranger in
the potential bond issue.

Estimate of the amounts to the financed by the contemplated bond

The proceeds of the contemplated bond are purported to be used to finance the
cash contribution payable as part of the purchase price for the shares and the
purchase price of the capital loans of Descom and to refinance of the existing
bank loans and other financial indebtedness of the groups of Solteq and Descom.
The part of the financing which is not used for the aforesaid purposes is
intended to be used for general corporate purposes of Solteq. With respect to
the Acquisition and the intended bond issue referred to above as well as to the
marketing of the bond, Solteq has estimated that aggregated amounts to be
financed by the contemplated bond as at 30 June 2015 would be as follows:

  · purchase of capital loans of Descom (including the interest accrued thereon)
of 11,9 EURm
  · financial indebtedness of the groups of Descom and Solteq to be refinanced
of 6,6 EURm
  · estimated cash consideration payable as part of the purchase price for the
shares in Descom 6,5 EURm
  · Cash costs related to the Acquisition and bond issue and transfer tax 1,4
EURm

Other financial liabilities of Solteq and Descom group are estimated to amount
to 4,0 EURm in the aggregate as at 30 June 2015.

The estimated amounts of Descom’s capital loans (including the interest accrued
thereon), the financial indebtedness and other financial liabilities as at 30
June 2015 are based on the information received by Solteq in connection with the
acquisition process. Additionally, it should be noted that the final purchase
price of Descom to be paid by Solteq will be determined based on Descom’s
balance sheet as at 30 June 2015. The cash consideration payable as partial
purchase price as presented above is based on the estimate by Solteq’s
management and information received from Descom in connection with the
acquisitionprocess. Considering that Solteq has had only limited access to the
accounting records and other internal documentation of Descom in connection with
the acquisition process, the estimates set out above may include material
uncertainties and due to this, the estimates may differ materially from the
actual amounts of the above mentioned items as at 30 June 2015. The estimates on
Solteq’s financial liabilities and cost related to the Acquisition and the
contemplated bond issue reflect Solteq’s management’s current views and
understanding with respect to Solteq’s financial position as at 30 June 2015.
All the estimates presented above address matters that involve risks and
uncertainties as a result of which Solteq’s actual financial position may differ
materially from those described above. These estimates are unaudited and reflect
the current views of the management of Solteq with respect to future events.

Unaudited provisional pro forma financial information and their basis of
compilation

With respect to the above mentioned Acquisition and the intended bond issue and
marketing of it, Solteq has compiled the following unaudited and provisional pro
forma financial information (“pro forma”) to demonstrate what could have been
the results of operations and the financial position of the combined Solteq and
Descom (Group) if Solteq’s acquisition of Descom (after the divestment of Descom
Data Center Solutions business) and the financing of the Acquisition and
refinancing of Group’s indebtedness through bond issuance (together with
Acquisition, Transaction) had taken place at an earlier date.

This pro forma is presented for illustrative purposes only. Because of its
nature, the pro forma illustrates what the hypothetical impacts would have been
if the Transaction had been consummated at an earlier point in time, and,
therefore, does not represent the actual results of operations or financial
position of the Group. The pro forma is not intended to project the results of
operations or financial position of the Group as of any future date.

The pro forma includes that based upon available information and assumptions,
which are described in accompanying notes to the pro forma. It should be noted
that Solteq has had only limited access to Descom’s accounting records or to any
other Descom’s internal documentation in connection with the acquisition process
and, as a result, the pro forma is mainly based on publicly available
consolidated financial statement information of Descom.

Transaction

Solteq has signed an agreement on June 17, 2015 to acquire 100% of the share
capital of Descom and purchase the capital loans of Descom (Acquisition).
Descom’s Data Center Solutions business will not be included in the Acquisition.
The prerequisites for the Acquisition are (i) the divestment of Descom’s Data
Center Solutions business, (ii) a full conversion of the convertible bond in
Descom to shares and (iii) Solteq has sufficient funding to finance the cash
consideration portion of the purchase price to repay Descom’s loans, purchase
capital loans of Descom and refinance its own loans.

Consequently, Solteq plans, subject to market conditions, to issue a bond in
range of 25-30 EURm to Finnish and Nordic institutional investors and other
professional investors. The prerequisite for financial closing of the
contemplated bond will be that the prerequisites for completion for Acquisition
will be met.

The estimated and provisional purchase price of the Descom used for pro forma
purposes is 10.8 EURm based on 31 December 2014 financial information of Descom,
which is 0.3 EURm less than Solteq’s estimated purchase price stated in its
stock exchange release on June 17, 2015. The final purchase price of the shares
will be determined on the basis of Descom’s balance Sheet at June 30, 2015.
About 4.6 EURm of the purchase price will be paid with Solteq’s new shares, and
the remainder purchase price will be paid in cash. As a result of the
Acquisition, a total of 2.8 million new shares will be issued to the
shareholders of Descom that will subsequently hold approximately 16 % of the
total number of the shares of Solteq after the directed share issue.

Accounting for the Transaction

The pro forma presents the Acquisition as being accounted for under the
acquisition method under IFRS 3 “Business Combinations”. Under the acquisition
method, the acquired assets and liabilities of Descom are recorded at their fair
values on the date when the control over Descom’s operations transfers to Solteq
(the “Acquisition Date”) and the excess of the total consideration transferred
is recognised as goodwill. The share and cash considerations to be transferred
form the basis for the purchase price of Descom and the value of the share
consideration per share for the accounting purposes will be the Solteq’s share
price at the Acquisition Date when the new shares are issued. The provisional
fair value of 4.6 EURm has been used in the pro forma for the new shares to be
issued by Solteq in the Acquisition using the share price of June 16, 2015 EUR
1.65 for Solteq share.. The final purchase price of the shares will be
determined on the basis of Descom’s balance Sheet at June 30, 2015. Provisional
purchase price in the pro forma is based on 31 December 2014 financial
information of Descom.

The preliminary purchase price could differ materially from the final purchase
price to effectuate the Acquisition, and the final fair values of the assets
acquired and liabilities assumed at the Acquisition Date could differ materially
from the provisional fair values used for pro forma purposes. The pro forma has
been compiled based on the December 31, 2014 net assets which could materially
differ from the net assets at the Acquisition Date. The impact of the divested
net assets of Data Center Solutions and result of the sales for Descom’s equity
is preliminary and includes assumptions which will change when the divestment is
completed. The IFRS accounting policy alignments presented are preliminary for
the reasons described above. The effect of the refinancing to the pro forma is
provisional as no final financing agreements exist at the time of this pro forma
and the final amounts and terms and conditions are not known. All of above could
result in a significant variation in the results of operations and financial
position presented in this pro forma and the pro forma information to be
compiled and presented after the Transaction has been completed and to be
presented in the prospectus to be prepared for listing of the contemplated bond
and/or shares issued in connection with the directed share issue. Due to the
reasons described above, accordingly, the amount of goodwill to be recognized by
Solteq upon completion of the Acquisition may significantly differ from the
amounts presented in this pro forma. Synergy benefits have been not been taken
into account within the pro forma.

Pro forma periods and historical financial information

The pro forma has been compiled on a basis consistent with the guidance
specified in the Annex II of the Commission Regulation (EC) No 809/2004 but does
not include all the information required to be presented in the prospectus. The
pro forma statement of comprehensive income for the year ended December 31, 2014
has been compiled assuming that the Transaction had been completed on January 1,
2014 and the pro forma balance sheet as at December 31, 2014 has been compiled
assuming that the Transaction had been completed on December 31, 2014. The pro
forma below is based on financial information derived from Solteq’s audited
consolidated financial statements as at and for the year ended December 31, 2014
prepared in accordance with International Financial Reporting Standards (“IFRS”)
as adopted by the EU and Descom’s audited consolidated financial statements as
at and for the year ended December 31, 2014 prepared in accordance with Finnish
Accounting Standards (“FAS”) and conformed to the IFRS accounting policies
applied by Solteq. The pro forma has been compiled on a basis consistent with
IFRS and in a manner consistent with the accounting principles applied in
Solteq’s audited consolidated financial statements as at and for the year ended
December 31, 2014.

The pro forma enclosed in this bulletin should be read in conjunction with the
financial information published on June 17, 2015 and Solteq’s consolidated
financial statements which can be found from webpage of Solteq: www.solteq.com.

SOLTEQ PLC

Board of Directors

For more information, please contact:

CEO Repe Harmanen

Telephone 0400 467 717

Email: repe.harmanen@solteq.com

CFO Antti Kärkkäinen

Telephone 040 8444 393

Email: antti.karkkainen@solteq.com

Distribution:

NASDAQ OMX Helsinki

Key media

www.solteq.com