Kildare Nordic Acquisitions S.à r.l Announces a

TECHNOPOLIS PLC STOCK EXCHANGE RELEASE August 28, 2018 at 8:30 a.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.

Kildare Nordic Acquisitions S.à r.l Announces a Recommended Public Cash Tender Offer for All Shares in Technopolis Plc

Kildare Nordic Acquisitions S.à r.l (the “Offeror”), a private limited company ultimately owned by Kildare European Partners II, L.P., a fund which is advised by an affiliate of Kildare Holdings, Ltd. (together with their consolidated group entities, “Kildare Partners”), and Technopolis Plc (“Technopolis” or the “Company”) have today entered into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror will make a voluntary recommended public cash tender offer to acquire all issued and outstanding shares in Technopolis that are not held by Technopolis or its subsidiaries (the “Shares”) (the “Tender Offer”). Shareholders of Technopolis will be offered cash consideration of EUR 4.65 for each Share validly tendered in the Tender Offer (the “Offer Price”). The Tender Offer values Technopolis’ total equity at approximately EUR 729.7 million, on a fully diluted basis. The Board of Directors of Technopolis has unanimously decided to recommend that the shareholders of Technopolis accept the Tender Offer.

Summary of the Tender Offer:

The Offer Price is EUR 4.65 in cash.
The Offer Price represents a premium of approximately:
- 13.7 percent compared to the closing price (EUR 4.09) of the Technopolis share on the official list of Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on August 27, 2018, the last trading day before the announcement of the Tender Offer;
- 19.5 percent compared to the volume-weighted 3-month average trading price (EUR 3.89) of the Technopolis share on Nasdaq Helsinki preceding the announcement of the Tender Offer;
- 18.6 percent compared to the volume-weighted 12-month average trading price (EUR 3.92) of the Technopolis share on Nasdaq Helsinki preceding the announcement of the Tender Offer;
- 14.8 percent compared to the EPRA NNNAV (adjusted net asset value) based on the
  unaudited half-year financial report of Technopolis as at and for the six months ended June
  30, 2018.; and
- 14.0 percent compared to the equity per share (IFRS NAV) based on the unaudited halfyear
  financial report of Technopolis as at and for the six months ended June 30, 2018.
The Offer Price corresponds to Technopolis’ most recent reported EPRA NAV based on the unaudited half-year financial report of Technopolis as at and for the six months ended June 30, 2018.
The Board of Directors of Technopolis has unanimously decided to recommend that the shareholders of Technopolis accept the Tender Offer.
The largest shareholders of Technopolis, Varma Mutual Pension Insurance Company and Mercator Capital Ab, together representing approximately 34.5 percent of the shares and votes in Technopolis, have irrevocably undertaken to accept the Tender Offer.
Kildare Holdings, Ltd, acting as the general partner of Kildare GenPar II, L.P., in turn acting as the general partner of Kildare European Partners II, L.P. has executed an equity commitment letter addressed to the Offeror and Technopolis confirming the financing for the payment of (a) the aggregate consideration for all of the Shares in connection with the Tender Offer and in connection with the compulsory redemption proceedings, and (b) certain other amounts payable in connection with the performance of the Offeror’s obligations under the Combination Agreement.
The completion of the Tender Offer is subject to certain conditions to be fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer, including, among others all necessary regulatory approvals having been received by the Offeror and the Tender Offer having 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 the Company.
The Offeror will, on or about September 7, 2018, publish a tender offer document (the ”Tender Offer Document”) with detailed information on the Tender Offer.
The offer period for the Tender Offer is expected to commence on or about September 7, 2018 and to expire on or about October 8, 2018, and the Offeror reserves the right to extend the offer period from time to time in accordance with the terms and conditions of the Tender Offer.

Commenting on the Tender Offer, Juha Laaksonen, Chairman of the Board of Directors of Technopolis:

“The Board of Directors has carefully assessed the Tender Offer and its terms and conditions. Based on all relevant available information, we consider this Tender Offer and the price offered to be fair to Technopolis’ shareholders.

We are pleased that the Offeror has expressed appreciation of the quality of Technopolis’ management and personnel, and is impressed by Technopolis’ business model and operations. We believe this lays a strong foundation for the future growth of Technopolis.”

Commenting on the Tender Offer, Keith Silverang, President and CEO of Technopolis:

“For me this Tender Offer represents concrete recognition of the excellence of our team, our concept and our strategy. I am confident that this deal will open up a whole new set of growth opportunities for Technopolis, both at home and abroad.”

Commenting on the Tender Offer, Jay McLennan, President of Kildare Partners:

“We are very excited about the opportunity to expand our investments in the Nordic and Baltic Sea regions, and we are particularly delighted with the strong support the Tender Offer has received from the Board of Directors of Technopolis and from the largest shareholders of the Company. The Tender Offer will represent a major step for Kildare Partners in building a footprint in the region, together with continued expansion into prime, dynamic office solutions.”

Background and Strategic Plans

Kildare Partners is a real estate investment firm, founded in 2013, that has raised over EUR 3.5 billion of discretionary, equity capital commitments from an institutional group of investors which includes pension funds, endowment funds and sovereign wealth funds. Since its inception, Kildare Partners has acquired circa EUR 4.4 billion of real estate assets across the United Kingdom, Germany, the Netherlands, Ireland, Italy, Sweden, Norway, France, Portugal and Belgium.

Kildare Partners is impressed by Technopolis’ successful development and building of a modern and diverse portfolio, together with a strong platform, and considers that working together presents an opportunity for both parties. The transaction is expected to provide a platform for Technopolis to deliver on the next stage of its development leveraging Kildare Partners’ pan-European reach. The Offeror believes that Technopolis’ shared workspace and services business model can be accelerated and expanded internationally with the appropriate support. Furthermore, the Offeror considers that Technopolis would benefit from undertaking such expansion outside of the public market context, allowing for a complete focus on its long-term development.

The completion of the Tender Offer is not expected to have any immediate material effects on Technopolis’ operations or assets, the position of Technopolis’ management or employees or the location of its offices. The Offeror, however, intends to change the composition of the Board of Directors of Technopolis after the completion of the Tender Offer.

Tender Offer

The Offeror and Technopolis have today entered into the Combination Agreement pursuant to which the Offeror will make a voluntary recommended public cash tender offer to acquire all the Shares. A brief summary of the Combination Agreement has been provided below under section “Combination Agreement”.

The Offer Price is EUR 4.65 in cash. The Offer Price has been determined based on 156,915,219 Shares. In the event that the number of Shares increases or Technopolis issues special rights entitling to Shares in accordance with Chapter 10 of the Finnish Companies Act (624/2006, as amended, the “Finnish Companies Act”) prior to the completion of the Tender Offer, the Offeror will have the right to adjust the Offer Price accordingly. If a decision is made prior to the completion of the Tender Offer to distribute dividends or other assets to which a holder of the Shares who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution per Share will be deducted from the Offer Price. The Offer Price represents a premium of approximately:

13.7 percent compared to the closing price (EUR 4.09) of the Technopolis share on Nasdaq Helsinki on August 27, 2018, the last trading day before the announcement of the Tender Offer;
19.5 percent compared to the volume-weighted 3-month average trading price (EUR 3.89) of the Technopolis share on Nasdaq Helsinki preceding the announcement of the Tender Offer;
18.6 percent compared to the volume-weighted 12-month average trading price (EUR 3.92) of the Technopolis share on Nasdaq Helsinki preceding the announcement of the Tender Offer;
14.8 percent compared to the EPRA NNNAV (adjusted net asset value) based on the
unaudited half-year financial report of Technopolis as at and for the six months ended June
30, 2018.; and
14.0 percent compared to the equity per share (IFRS NAV) based on the unaudited halfyear
financial report of Technopolis as at and for the six months ended June 30, 2018.

The Offer Price corresponds to Technopolis’ most recent reported EPRA NAV based on the unaudited half-year financial report of Technopolis as at and for the six months ended June 30, 2018.

The offer period for the Tender Offer is expected to commence on or about September 7, 2018 and to expire on or about October 8, 2018. The Offeror reserves the right to extend the offer period in accordance with the terms and conditions of the Tender Offer.

The detailed terms and conditions of the Tender Offer as well as instructions on how to tender the Shares in the Tender Offer will be included in the Tender Offer Document which the Offeror expects to publish on or about September 7, 2018.

On the date of the announcement of the Tender Offer, neither the Offeror nor any of its group entities hold any Shares or voting rights in Technopolis.

The Offeror and Technopolis have undertaken to comply with the recommendation regarding the procedures to be complied with in Finnish public tender offers issued by the Finnish Securities Market Association (the “Helsinki Takeover Code”).

The Offeror reserves the right to buy Shares before, during and/or after the offer period in public trading on Nasdaq Helsinki or otherwise.

Recommendation by the Board of Directors of Technopolis

The Board of Directors of Technopolis has unanimously decided to recommend that the shareholders of Technopolis accept the Tender Offer. The statement of the Board of Directors of Technopolis containing the recommendation prepared pursuant to the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”) and the Helsinki Takeover Code will be included as an appendix to the Tender Offer Document. In order to support its assessment of the Tender Offer, the Board of Directors of Technopolis has commissioned Skandinaviska Enskilda Banken AB (publ) Helsinki Branch to provide a fairness opinion concerning the Offer Price. The complete fairness opinion will be attached to the statement of the Board of Directors of Technopolis.

Support by the Largest Shareholders

The largest shareholders of Technopolis, Varma Mutual Pension Insurance Company and Mercator Capital Ab, together representing approximately 34.5 percent of the shares and votes in Technopolis have irrevocably undertaken to accept the Tender Offer except in the event that a public tender offer is announced in accordance with the Finnish Securities Markets Act by a third party with regard to all Shares with consideration of at least EUR 5.12 per Share and that the Offeror does not match or exceed the consideration offered in such public tender offer within three days from the first public announcement of such public tender offer.

Future plans concerning the Shares

The Offeror intends to acquire all the Shares. If the Tender Offer is completed, and the Tender Offer has been validly accepted with respect to the 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 the Company, the Offeror will take the necessary measures to acquire the remaining Shares in compulsory redemption proceedings in accordance with the Finnish Companies Act and thereafter Technopolis will apply for the delisting of its shares from Nasdaq Helsinki.

Conditions to Completion

A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the “Conditions to Completion”) are fulfilled on or by the date of the Offeror’s announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act, or, to the extent permitted by applicable law, their fulfilment is waived by the Offeror:

1. The Tender Offer 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 the Company calculated in accordance with Chapter 18 Section 1 of the Finnish Companies Act governing the right and obligation to commence compulsory redemption proceedings;
2. The receipt of all necessary approvals, permits, consents, clearances or other actions by any competition authorities or other regulatory authorities required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer by the Offeror;
3. No legislation or other regulation has been issued or decision by a competent court or regulatory authority has been given that would wholly or in any material part prevent or postpone the completion of the Tender Offer;
4. No fact or circumstance has arisen after the announcement of the Tender Offer that constitutes a material adverse change;
5. The Combination Agreement has not been terminated in accordance with its terms and remains in full force and effect;
6. The Board of Directors of the Company has issued its unanimous recommendation that the shareholders of the Company accept the Tender Offer and the recommendation remains in full force and effect and has not been modified, cancelled or changed (excluding any technical modification or change of the recommendation required under applicable laws or the Helsinki Takeover Code as a result of a competing offer so long as the recommendation to accept the Tender Offer is upheld); and
7. The undertakings by the two largest shareholders of Technopolis to accept the Tender Offer remain in full force and effect in accordance with their terms and have not been modified, cancelled or changed.

The Offeror may only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, if the circumstances which give rise to the right to invoke the relevant Condition to Completion have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the regulations and guidelines (9/2013) of the Finnish Financial Supervisory Authority on Takeover Bids and Mandatory Bids and the Helsinki Takeover Code. The Offeror reserves the right to waive, to the extent permitted by applicable law and regulation, any of the Conditions to Completion that have not been fulfilled.

Financing

The Offeror has, and will have on the completion date of the Tender Offer, access to capital in sufficient amount, as evidenced in an equity commitment letter delivered to Technopolis prior to the announcement of the Tender Offer, to finance the payment of (a) the aggregate Offer Price for all of the Shares in connection with the Tender Offer (including any compulsory redemption proceedings in accordance with the Finnish Companies Act) and (b) certain other amounts payable in connection with the performance of the Offeror’s obligations under the Combination Agreement. The Offeror’s obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the Conditions to Completion are otherwise satisfied or waived by the Offeror) and no third party consent is required by the Offeror for the drawdown of funds pursuant to the equity commitment letter.

Combination Agreement

The Combination Agreement between the Company and the Offeror sets forth the principal terms under which the Offeror will make the Tender Offer.

Under the Combination Agreement, the Board of Directors of Technopolis may, at any time prior to the completion of the Tender Offer, withdraw, amend or decide not to issue its recommendation, if the Board of Directors, on the basis of its fiduciary duties under Finnish laws and regulations (including the Helsinki Takeover Code) and after having taken certain measures, considers that, due to materially changed circumstances, the acceptance of the Tender Offer would no longer be in the interest of the holders of the Shares, provided, that, if such an action by the Board of Directors of the Company is connected to a superior offer or to a competing offer, which the Board of Directors has determined in good faith to constitute a superior offer (taking into account whether the potential superior offer is reasonably capable of being consummated) if made public, the Board of Directors of the Company has given the Offeror a reasonable opportunity to agree with the Board of Directors of the Company on improving its Tender Offer provided pursuant to the Combination Agreement.

The Company has also undertaken, and caused its representatives to undertake to: (a) not actively solicit, directly or indirectly, any inquiries or any proposal or offer (including, without limitation, any proposal or offer to holders of the Shares) that constitutes, or would reasonably be expected to lead to, any competing offer or that would otherwise materially harm or hinder the completion of the transaction, (b) not, upon receipt of a competing offer, directly or indirectly, to promote the progress of such competing offer, except, in each case, if (and only to the extent that) the Board of Directors of the Company after careful consideration deems such measures to be necessary in order for the Board of Directors to comply with its fiduciary duties under Finnish law or regulation (including the Helsinki Takeover Code) or the disclosure obligations of the Company under Finnish law, regulation or applicable stock exchange rules, and (c) provide the Offeror with a reasonable opportunity to negotiate in accordance with certain procedures with the Board of Directors of the Company about matters arising from such competing offer.

The Combination Agreement further includes certain customary representations, warranties, covenants and undertakings by both parties, such as conduct of business by Technopolis in the ordinary course of business before the completion of the Tender Offer and cooperation by the parties in consummating the Tender Offer and the transaction.

The Offeror’s intention is to acquire all the Shares and has undertaken to cause the shares in Technopolis to be delisted from Nasdaq Helsinki as soon as permitted and practicable under applicable laws and regulations and the rules of Nasdaq Helsinki.

The Combination Agreement may be terminated and the transaction abandoned by the Company or the Offeror under certain circumstances, including, among others, if a court or authority order preventing the consummation of the transaction or a material part of it has been issued and has become final and non-appealable or upon a material breach of any warranty given by the Company or the Offeror. In the event of the Combination Agreement is terminated due to certain reasons specified in the Combination Agreement, the Offeror has agreed to reimburse expenses incurred by the Company up to a certain amount and the Company has agreed to reimburse expenses incurred by the Offeror up to a certain amount.

Advisers

The Offeror has appointed J.P. Morgan Securities plc as financial adviser and Hannes Snellman Attorneys Ltd as legal adviser in connection with the Tender Offer. Technopolis has appointed Skandinaviska Enskilda Banken AB (publ) Helsinki Branch as financial adviser and White & Case LLP as legal adviser in connection with the Tender Offer.

Further information:

Technopolis Plc:

Juha Laaksonen, Chairman of the Board of Directors

Interview requests: Minna Karttunen, Head of IR, tel: +358 40 513 3225

Kildare Partners

Emer Finnan

Partner

tel. +44 (0)207 045 3100

Kreab Oy

Matti Saarinen

Senior Partner

tel. +358 40 505 0667

Kildare Partners in brief:

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 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 after the date hereof, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase, Shares 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

J.P. Morgan Securities plc, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser to the Offeror and no one else in connection with the Tender Offer, and will not regard any other person as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protection afforded to clients of J.P. Morgan Securities plc, and will not be responsible to any person for providing advice in relation to the Tender Offer.

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.