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, Japan, New Zealand or South Africa or in any
other
jurisdiction in which the tender offer would be prohibited by applicable
law.
ÅF AB (publ) (“ÅF”) and Pöyry PLC (“Pöyry”) have signed an agreement
(the
“Combination Agreement”) to combine the two companies to form a leading
European
engineering and consulting company. ÅF will launch a recommended
public cash
tender offer to purchase all issued and outstanding shares in Pöyry
(the
“Shares”) (the “Tender Offer”). Four major shareholders of Pöyry have
committed
to become shareholders of the combined company in a directed share
issue (the
“Directed Share Issue”) following the completion of the Tender
Offer.

Tender Offer – summary

  · The offer price is EUR 10.20 per share, to
be paid fully in cash, valuing
Pöyry at EUR 611 million.
  · The offer price
represents a premium of:
- 45.7 percent compared to EUR 7.00, i.e., the closing
price of the Pöyry share
on Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) on December
7, 2018, the last trading
day immediately preceding the announcement of the
Tender Offer;
- 36.2 percent compared to EUR 7.49, i.e., the three-month
volume-weighted
average price of the Pöyry share on Nasdaq Helsinki immediately
preceding the
announcement of the Tender Offer; and
- 60.3 percent compared to
EUR 6.36, i.e., the twelve-month volume-weighted
average price of the Pöyry
share on Nasdaq Helsinki immediately preceding the
announcement of the Tender
Offer.

  · The Board of Directors of Pöyry has unanimously decided to
recommend that
the shareholders of Pöyry accept the Tender Offer.
  · Certain
large shareholders of Pöyry, i.e., Corbis S.A., Procurator-Holding
Oy, Varma
Mutual Pension Insurance Company, Ilmarinen Mutual Pension Insurance
Company,
Mariatorp Oy and Wipunen varainhallinta oy, together representing
approximately
52.3 percent of the shares and votes in Pöyry, have irrevocably
undertaken to
accept the Tender Offer.
  · ÅF will publish a tender offer document with
detailed information on the
Tender Offer on or about December 19, 2018.
  · The
offer period of the Tender Offer is expected to commence on or about
December
20, 2018 and is expected to expire on or about January 31, 2019.
  · The
completion of the Tender Offer is subject to certain conditions to be
fulfilled
or waived by ÅF on or by the date of ÅF’s announcement of the final
result of
the Tender Offer, including, among others, all necessary regulatory
approvals
having been received by ÅF and ÅF having obtained more than 90 percent
of the
Shares and voting rights carried by the Shares.
  · The Tender Offer is fully
financed with facilities from Skandinaviska
Enskilda Banken AB (publ) (“SEB”)
and Svenska Handelsbanken AB (publ) (“SHB”).
  · In order to finance the
partial repayment of the debt financing for the
Tender Offer, ÅF will convene
an extraordinary general meeting of shareholders
of ÅF (the “EGM”) to authorize
the Board of Directors of ÅF to decide,
conditional upon the completion of the
Tender Offer, on (i) an offering of new
class B shares in ÅF by way of the
Directed Share Issue to certain large
shareholders of Pöyry to raise gross
proceeds of approximately SEK 1,210 million
and (ii) an offering of new class A
shares and new class B shares in ÅF on a pre
-emptive basis by way of
preferential subscription rights (the “Rights Issue”)
to raise gross proceeds
of approximately SEK 2,790 million. ÅF expects to
convene the EGM to be held on
or about January 10, 2019.
  · Corbis S.A., Procurator-Holding Oy, Mariatorp Oy
and Wipunen varainhallinta
oy have in their respective subscription
undertakings committed to subscribe and
pay for (i) new class B shares in ÅF to
be issued in the Directed Share Issue
that will take place as soon as
reasonably practicable following the completion
of the Tender Offer and
otherwise in accordance with the terms and conditions of
the Directed Share
Issue and (ii) their pro rata allocation of shares to be
offered in the Rights
Issue that will take place as soon as reasonably
practicable after the
completion of the Directed Share Issue.
  · The largest shareholder of ÅF,
Stiftelsen ÅForsk (“ÅForsk”), intends to
subscribe for its pro rata allocation
of class A shares in the Rights Issue.
  · ÅF has an offer from SEB and SHB for
the underwriting of the remainder of
the Rights Issue, subject to customary
terms and conditions.

Combined company – summary

  · The combined company
will operate under the united brand ÅF‑Pöyry and the
businesses will be divided
into five divisions, each with a strong Nordic and
international presence. The
combined company’s combined revenue for the twelve
months ended September 30,
2018 was approximately SEK 19 billion (ÅF:
SEK 13.5 billion; Pöyry:
EUR 553.2 million (calculated using the European
Central Bank’s (the “ECB”)
exchange rate of 10.3090 on September 30, 2018)) and
it had a combined total of
approximately 14,550 full-time equivalent (“FTE”)
employees globally on average
for the nine months ended September 30, 2018.
  · The combination is expected
to result in significant benefits for
stakeholders, including creation of
significant shareholder value through
estimated annual cost synergies of
approximately SEK 180 million, expected to be
implemented in full by 2020.
  ·
The combined company’s President and CEO will be Jonas Gustavsson, and the
head
office will be located in Stockholm.
  · The Board of Directors of ÅF is
expected to remain the same until the
completion of the Tender Offer. ÅForsk
has undertaken to support the election of
Henrik Ehrnrooth, the Chairman of the
Board of Directors of Pöyry, as a board
member at the EGM for a term ending at
the end of the next annual general
meeting of ÅF conditional upon the
completion of the Tender Offer and the
registration of the Directed Share
Issue. ÅForsk has also undertaken to support
the election of Henrik Ehrnrooth
and one additional representative of certain
large shareholders of Pöyry to the
Board of Directors of ÅF at the annual
general meeting in 2019 conditional upon
the completion of the Tender Offer and
the Directed Share Issue.
  · The
combined company’s name is suggested to be changed to ÅF‑Pöyry AB at the
EGM
conditional upon the completion of the Tender Offer. After the completion
of
the Tender Offer, ÅF’s shares will continue to be listed on Nasdaq Stockholm
AB
(“Nasdaq Stockholm”).

Jonas Gustavsson, President and CEO of ÅF,
comments:

“Pöyry and ÅF are two of the leading engineering and consulting
companies in
Europe. By joining forces, we create a strong platform for
international growth.
We will enable clients to grow by offering our joint and
leading expertise
within, for example, industrial digitalization, smart cities
and future energy
solutions. With our larger scale, more resources and our
engaged and talented
people, we will improve our ability to take on even larger
and more complex
assignments, meeting our clients’ needs for advanced
sustainable solutions for
the future generations.”

Martin à Porta, President
and CEO of Pöyry, comments:

“Pöyry has come a long way since commencing its
client-focused transformation
program in 2016. We have built a high-performance
organization and nurtured a
modern culture of intrapreneurship and innovation.
I am immensely proud of
Pöyry’s talented intrapreneurs who have contributed to
nine consecutive quarters
of results growth, a strong cash position and a
healthy order stock.

ÅF and Pöyry together form a new Nordic knowledge giant,
a leading developer and
supplier of sustainable technological solutions. By
combining and connecting our
resources, in-depth expertise and
multidisciplinary skills, we will scale up a
much stronger platform with
international coverage, and be positioned to better
service the evolving needs
of clients. I also believe that the combination is
good for the employees as
the cultures of the both companies are based on same
set of Nordic values. Our
intrapreneurs have the ambition, energy and ideas to
take things to the next
level.”

Anders Narvinger, Chairman of ÅF’s Board of Directors, comments:

“The
combination of ÅF and Pöyry has for long been considered logical and now
we
have the opportunity to take that step. The transaction is value accretive
for
ÅF’s shareholders, and creates a very competitive player with a
significant
international reach. Together the two companies will create a
stronger
international platform based on the strengths of both ÅF and
Pöyry.”

Henrik Ehrnrooth, Chairman of Pöyry’s Board of Directors,
comments:

“Our world is facing monumental challenges in reversing the
negative
environmental impacts of climate change. Both Pöyry and ÅF have deep
roots in
the Nordic research community, universities, and research
organizations and we
have access to a large talent pool and knowledge base. The
combined company will
serve as an excellent platform for ÅF’s and Pöyry’s
talented personnel to thrive
and grow the next generation client offering. Our
culture and DNA fit very well
with shared Nordic roots and heritage. We also
have common goals, a passion for
solving complex client needs and the desire to
innovate digitally advanced and
sustainable solutions.

The Board believes that
the consideration offered is an attractive proposal
fairly reflecting this
potential. For these reasons, the Board of Directors of
Pöyry has unanimously
decided to recommend that the shareholders of Pöyry accept
the Tender
Offer.”

Background

ÅF and Pöyry operate in an industry in rapid
transformation. Through societal
trends such as climate change, resource
efficiency and fast-pace digitalization,
clients are facing new and increasing
demands in the forms of sustainability,
transformation of energy markets,
bioeconomy, smarter cities and new models of
transportation. In parallel, the
business environment is rapidly changing and
markets for professional services
are consolidating. These trends are key
drivers for change and a strong
rationale for coming together as a combined
company.

ÅF and Pöyry intend to
combine to form a leading European engineering and
consulting company. The
combined company’s common foundations lie within their
shared Nordic culture,
an entrepreneurial spirit, high performance and leading
knowhow, customer
focus, skilled employees, qualified brands and sustainable
identity, all of
which values will be cherished and will be continued to be
built on after the
combination. Together, ÅF and Pöyry have long heritage in
cutting-edge
engineering and advisory. The combination of these two leading
companies and
brands is expected to create a very competitive player within the
European
market with a strong platform for international growth. Together, ÅF
and Pöyry
are expected to gain a strong position to meet the needs of clients,
and
ultimately contribute to sustainable societies.

Overview of the combined
company

The combined company will operate under the united brand ÅF-Pöyry and
the
businesses will be divided into five divisions, each with a strong Nordic
and
international presence. The combined company’s combined revenue for the
twelve
months ended September 30, 2018 was approximately SEK 19 billion
(ÅF:
SEK 13.5 billion; Pöyry: EUR 553.2 million (calculated using the ECB’s
exchange
rate of 10.3090 on September 30, 2018)) and it had a combined total
of
approximately 14,550 FTE employees globally on average for the nine months
ended
September 30, 2018. The combined company’s name is suggested to be
changed to ÅF
-Pöyry AB at the EGM conditional upon the completion of the
Tender Offer. After
the completion of the Tender Offer, ÅF’s shares will
continue to be listed on
Nasdaq Stockholm.

Strategy

The combined company will
continue to build on offering leading innovative
sustainable solutions to its
clients. Due to the magnitude of the proposed
combination for both ÅF and
Pöyry, the combined company’s divisional structure
will be adjusted.

New
divisions of the combined company are expected to be:

  · Infrastructure, led
by Mats Påhlsson
  · Energy, led by Richard Pinnock
  · Process Industries, led
by Nicholas Oksanen
  · Industrial and Digital Solutions, led by Robert
Larsson
  · Management Consulting, led by Martin à Porta

Corporate
governance

The combined company’s President and CEO will be Jonas Gustavsson,
and the head
office will be located in Stockholm. The Board of Directors of ÅF
is expected to
remain the same until the completion of the Tender Offer. ÅForsk
has undertaken
to support the election of Henrik Ehrnrooth, the Chairman of the
Board of
Directors of Pöyry, as a board member at the EGM (expected to be held
on or
about January 10, 2019) for a term ending at the end of the next annual
general
meeting of ÅF conditional upon the completion of the Tender Offer and
the
registration of the Directed Share Issue. ÅForsk has also undertaken to
support
the election of Henrik Ehrnrooth and one additional representative of
certain
large shareholders of Pöyry to the Board of Directors of ÅF at the
annual
general meeting in 2019 conditional upon the completion of the Tender
Offer and
the Directed Share Issue.

Employees

For the nine months ended
September 30, 2018, ÅF employed approximately
9,900 FTE employees on average
and Pöyry employed approximately 4,650 FTE
employees on average. The combined
company intends to continue to build on the
highly competent, experienced and
well-recognized employees of the two companies
after the combination. ÅF
believes that the combination of ÅF and Pöyry will be
mutually beneficial for
both companies, and will provide the employees with
improved opportunities for
further competence development, both cross border and
cross segment.

Rationale
and key benefits of the combination

Creating a robust platform for growth –
stronger partner for clients

By joining forces, ÅF and Pöyry expect to create
a robust platform to drive
international growth. Its broad skills, expertise
and international coverage,
are expected to enable ÅF‑Pöyry to deliver a more
extensive range of innovative
sustainable solutions, access to leading
competence and knowhow, and to have the
capacity and capabilities to do this on
an international level. This will create
value for its clients and
shareholders, and ultimately contribute to sustainable
societies.

Combining
two players in Europe with highly complementary businesses

ÅF‑Pöyry is
expected to become a competitive European and global player. Pöyry’s
focus
areas in pulp & paper and energy complement ÅF’s current offering in
segments
such as automotive, advanced manufacturing and food and pharma.
Digital
solutions are at the core of both businesses and are expected to be a
key
competence to leverage across all divisions. ÅF’s strong capabilities in
digital
solutions are also expected to be important to further strengthen
Pöyry’s
reputable management consulting business in the combined company. Pöyry
will
also complement ÅF’s position in infrastructure. In the combined company,
there
will be approximately 5,700 infrastructure experts working throughout
Europe.

Strengthened international presence

The combined company will have a
greater international presence and the
potential to profitably increase the
pace of internationalization. Pöyry is
currently present in approximately
20 countries where ÅF currently is not. From
the strong bases in Sweden and
Finland, ÅF‑Pöyry is expected to have a solid
presence throughout the Nordic
region, Switzerland, Germany, Austria, the Czech
Republic, Brazil and
South-East Asia. Within infrastructure, architecture,
design and digital
solutions, ÅF possesses capabilities with significant
international potential
that the combined company can leverage. The combined
company’s scale and wider
geographical presence is also expected to open up new
opportunities for its
employees and take the combined company closer to its
clients, who increasingly
expect an offering with a global reach.

Synergies through economies of
scale

Size and economies of scale are becoming increasingly important in the
industry
in which ÅF and Pöyry operate, with respect to, for example,
developing
proprietary offerings and solutions and attracting talented
employees. The
combined company’s combined revenue for the twelve months ended
September 30,
2018 was approximately SEK 19 billion (ÅF: SEK 13.5 billion;
Pöyry:
EUR 553.2 million (calculated using the ECB’s exchange rate of 10.3090
on
September 30, 2018)) and will have a presence in approximately 45
countries.
This is expected to increase the combined company’s capabilities and
its
capacity to invest in growing segments, as well as to deliver leading
expertise,
insights and services to its clients. At the same time, the combined
company is
expected to have potential for cost synergies through, for example,
information
system efficiencies, decreased public company costs, lower general
and
administrative costs as well as facility and operating structure
efficiencies.

Similar corporate culture

ÅF and Pöyry share a Nordic
industrial heritage and have a favorable cultural
fit. Both companies are
high-performance organizations with a strong
entrepreneurial spirit, and they
share the philosophy of engaging employees to
drive innovation as part of their
culture. In addition, both ÅF and Pöyry are
publicly listed companies with long
histories and experience in the markets. ÅF
and Pöyry share the ambition to
drive transformation in their respective
industries and to provide leading
expertise and sustainable solutions for their
clients.

Building on the
strengths of both organizations – an even more attractive
employer

The
combined company is expected to build on the strengths of both
organizations.
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.
ÅF is
considered one of the leading employers by engineers in Sweden and both
ÅF’s
and Pöyry’s brands have strong brand heritage and brand equity. The
united
brand will reflect the importance of the respective brands in client
and
employee relations. The combination is expected to give the combined
company a
stronger position in its markets and the combined company is expected
to be an
even more attractive employer through increased opportunities for
competence
development and international careers for its employees.

New major
shareholders with a long-term industrial perspective

The Ehrnrooth, Pöyry and
Herlin families, major shareholders of Pöyry and having
a long industrial
heritage in Finland, have irrevocably undertaken to subscribe
for shares in the
Directed Share Issue and in the Rights Issue. As a result,
they are expected to
become major shareholders of ÅF-Pöyry.

Shareholder value creation and
financial impact

The combination is expected to result in significant benefits
for stakeholders
of the combined company, including creation of significant
shareholder value
through estimated annual cost synergies of approximately
SEK 180 million, which
are expected to be implemented in full by
2020.

Expected sources of cost synergies include, for example, information
system
efficiencies, decreased public company costs, lower general and
administrative
costs as well as facility and operating structure
efficiencies.

In addition, there is also potential for revenue synergies that
are expected to
be reflected in, for example, increased competitiveness for
various project
engagements, size and scale advantages in core countries,
utilization of
combined expertise in highly complementary areas (such as
management consulting,
pulp & paper, mining and energy) and a combined
international footprint.

Integration costs are estimated to correspond to
approximately one year of cost
synergies. The integration costs are expected to
be incurred in 2019.

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. As a consequence of the transaction, the
net debt position of the
combined company will increase. ÅF expects to reach
the financial target of net
debt in relation to EBITDA of 2.5 again by
2020.

Financing of the Tender Offer

Debt Financing

ÅF has secured fully
committed debt financing for the completion of the Tender
Offer and the
mandatory redemption proceedings, if any, from SEB and SHB. The
availability to
ÅF of the above-mentioned debt financing is subject to the
completion of the
Tender Offer and certain customary conditions within ÅF’s
control. In addition,
ÅF has secured relevant waivers in relation to its
existing financing
arrangements.

Equity Financing

In order to finance the partial repayment of
the above-mentioned debt financing,
ÅF will convene the EGM to authorize the
Board of Directors of ÅF to decide,
conditional upon the completion of the
Tender Offer, on (i) the Directed Share
Issue to certain large shareholders of
Pöyry to raise gross proceeds of
approximately SEK 1,210 million and (ii) the
Rights Issue to raise gross
proceeds of approximately SEK 2,790 million. ÅF
expects to convene the EGM to be
held on or about January 10, 2019.

ÅForsk,
representing approximately 14.3 percent of the shares and 37.5 percent
of the
votes in ÅF, has irrevocably undertaken to attend the EGM and to support
(i)
the authorizations relating to the Directed Share Issue and the Rights
Issue
and (ii) any ancillary proposals by the Board of Directors of ÅF at the
EGM. In
addition, ÅForsk has irrevocably undertaken not to offer, sell,
transfer,
charge, pledge, lend, grant any option over or otherwise dispose of
any shares
in ÅF or the economic interest they provide, whether directly or
indirectly, on
or before the EGM resolving upon the Rights Issue has been
held.

In the Directed Share Issue, a total of approximately 6.6 million class
B
shares, representing 7.8 percent of shares and 5.8 percent of votes in ÅF
after
the completion of the Directed Share Issue, are expected to be offered
to
certain large shareholders of Pöyry, i.e., Corbis S.A., Procurator-Holding
Oy,
Mariatorp Oy and Wipunen varainhallinta oy. Subject to certain
conditions,
Corbis S.A., Procurator-Holding Oy, Mariatorp Oy and Wipunen
varainhallinta oy
have, in their respective subscription undertakings,
committed to subscribe and
pay for 4,926,020, 939,900, 361,498 and 349,448 new
class B shares in ÅF,
respectively, in the Directed Share Issue as soon as
reasonably practicable
following the completion of the Tender Offer and
otherwise in accordance with
the terms and conditions of the Directed Share
Issue. The subscription price in
the Directed Share Issue will be
SEK 184.03 per share, representing the volume
-weighted average trading price
of the class B shares in ÅF on Nasdaq Stockholm
for five trading days
immediately preceding the announcement of the Tender
Offer. The Directed Share
Issue is expected to be completed during the first
quarter of 2019.

The Rights
Issue is expected to be launched following the Directed Share Issue
during the
first half of 2019. The shareholders of Pöyry subscribing for class B
shares in
ÅF in the Directed Share Issue have, in their respective
subscription
undertakings, committed to subscribe and pay for such new shares
in the Rights
Issue which corresponds to their pro rata allocation in the
Rights Issue based
on the shares acquired in the Directed Share Issue, as soon
as reasonably
practicable after the completion of the Directed Share
Issue.

Each shareholder of Pöyry who has undertaken to subscribe for new class
B shares
in ÅF in the Directed Share Issue and new shares in the Rights Issue
will not be
obligated to subscribe for shares for amounts exceeding, in the
aggregate, 50
percent of the aggregate offer price in the Tender Offer for the
Shares held by
such shareholder.

ÅForsk intends to subscribe for its pro rata
allocation of class A shares in the
Rights Issue. In addition, ÅF has an offer
from SEB and SHB for the underwriting
of the remainder of the Rights Issue,
subject to customary terms and conditions.

Subject to certain exceptions, each
shareholder of Pöyry who has undertaken to
subscribe for new class B shares in
ÅF in the Directed Share Issue and new
shares in the Rights Issue has also
agreed to a lock-up arrangement ending on
the earlier of (i) 180 days after the
date of the consummation of the Directed
Share Issue and (ii) September 30,
2019.

Tender Offer

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

The
offer price is EUR 10.20 per share in cash. The offer price represents
a
premium of:

  · 45.7 percent compared to EUR 7.00, i.e., the closing price
of the Pöyry
share on Nasdaq Helsinki on December 7, 2018, the last trading day
immediately
preceding the announcement of the Tender Offer;
  · 36.2 percent
compared to EUR 7.49, i.e., the three-month volume-weighted
average price of
the Pöyry share on Nasdaq Helsinki immediately preceding the
announcement of
the Tender Offer; and
  · 60.3 percent compared to EUR 6.36, i.e., the
twelve-month volume-weighted
average price of the Pöyry share on Nasdaq
Helsinki immediately preceding the
announcement of the Tender Offer.

In the
event that the number of Shares increases or Pöyry issues special
rights
entitling to Shares in accordance with Chapter 10 of the Finnish
Companies Act
(624/2006, as amended) prior to the date of completion of the
Tender Offer, ÅF
will have the right to adjust the offer price accordingly. If
a decision is made
at a general meeting of shareholders of Pöyry or by the
Board of Directors of
Pöyry prior to the date of completion of the Tender Offer
to distribute
dividends or other assets to which a holder of 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.

After ÅF obtains
more than 90 percent of all Shares and voting rights carried by
the Shares, 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.

The offer period of the Tender
Offer is expected to commence on or about
December 20, 2018 and is expected to
expire on or about January 31, 2019. ÅF
reserves the right to extend the offer
period in accordance with the terms and
conditions of the Tender Offer.

ÅF
will seek to obtain approvals from relevant regulatory authorities,
including
competition authorities, within the anticipated offer period.
However, ÅF may
extend the offer period in accordance with the terms and
conditions of the
Tender Offer to the extent such approvals have not been
obtained within that
timeframe.

The detailed terms and conditions of the
Tender Offer and information on how to
accept the Tender Offer will be included
in the tender offer document expected
to be published by ÅF on or about
December 19, 2018.

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

ÅF and Pöyry 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”).

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

Board of
Directors of Pöyry recommendation and shareholder support

The Board of
Directors of Pöyry has unanimously, subject to the terms and
conditions of the
Combination Agreement and its fiduciary duties under Finnish
laws and
regulations (including the Helsinki Takeover Code), decided to
recommend that
the shareholders of Pöyry accept the Tender Offer. The statement
of the Board
of Directors of Pöyry containing the recommendation prepared
pursuant to the
Finnish Securities Market Act (746/2012, as amended) and the
Helsinki Takeover
Code will be included as an annex to the tender offer
document. In order to
support its assessment of the Tender Offer, the Board of
Directors of Pöyry
commissioned Advium Corporate Finance Ltd. 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 Pöyry.

Certain large shareholders
of Pöyry, i.e., Corbis S.A., Procurator-Holding Oy,
Varma Mutual Pension
Insurance Company, Ilmarinen Mutual Pension Insurance
Company, Mariatorp Oy and
Wipunen varainhallinta oy, together representing
approximately 52.3 percent of
the shares and votes in Pöyry, have irrevocably
undertaken to accept the Tender
Offer except in the event that a public tender
offer in accordance with the
Finnish Securities Market Act with regard to all
Shares, or an alternative
transaction regarding Pöyry, is announced by a third
party with a consideration
or value of at least EUR 11.22 per Share and ÅF does
not match or exceed the
consideration or value offered in such public tender
offer or alternative
transaction within an agreed period of time from the first
public announcement
of such public tender offer or alternative transaction.

In the event that (i)
a competing voluntary offer with a higher price is made
during the Tender
Offer, (ii) ÅF has waived the 90 percent minimum approval
condition and (iii)
completed the Tender Offer without owning more than 90
percent of the shares of
Pöyry following such completion, ÅF undertakes not to
sell or transfer, or
agree to do so, any of the Shares purchased in the Tender
Offer from certain
large shareholders of Pöyry, i.e., Corbis S.A., Procurator
-Holding Oy,
Mariatorp Oy and Wipunen varainhallinta oy, at a price higher than
the offer
price without the prior written consent of such shareholders (such
consent not
to be unreasonably withheld or delayed), until the earlier of (x) ÅF
owning
more than 90 percent of the shares of Pöyry, (y) 180 days from the
consummation
of the Tender Offer and (z) September 30, 2019.

Conditions to completion of
the Tender Offer

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 ÅF’s
announcement of the final
result of the Tender Offer in accordance with
Chapter 11, Section 18 of the
Finnish Securities Market Act or that the
fulfillment of all or some of them is
waived by ÅF to the extent permitted by
applicable law:

(a) the Tender Offer has been validly accepted with respect to
Shares
representing, together with any Shares otherwise held by ÅF, on a
fully-diluted
basis, more than 90 percent of the Shares and voting rights
carried by the
Shares;

(b) the receipt of all necessary regulatory approvals,
permits and consents,
including without limitation competition clearances,
required under any
applicable competition laws or other regulatory laws in any
jurisdiction for the
completion of the Tender Offer by ÅF;

(c) no legislation
or other regulation having been issued or decision by a
competent court or
regulatory authority, including the Finnish Financial
Supervisory Authority,
having been given that would wholly or partly prevent the
completion of the
Tender Offer or result in a material adverse change;

(d) no fact or
circumstance having arisen after the announcement of the Tender
Offer that
constitutes a material adverse change;

(e) the Board of Directors of Pöyry
having issued its unanimous recommendation
that the shareholders of Pöyry
accept the Tender Offer and the recommendation
remaining in full force and
effect and not having been withdrawn, modified or
amended (excluding, however,
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);

(f) the
Combination Agreement not having been terminated and remaining in full
force
and effect;

(g) the irrevocable undertakings by Corbis S.A.,
Procurator-Holding Oy,
Mariatorp Oy and Wipunen varainhallinta oy to accept the
Tender Offer remaining
in full force and effect in accordance with their terms;
and

(h) the subscription undertakings by Corbis S.A., Procurator-Holding
Oy,
Mariatorp Oy and Wipunen varainhallinta oy to subscribe and pay for (i)
new
class B shares in ÅF to be issued in the Directed Share Issue that will
take
place as soon as reasonably practicable following the completion of the
Tender
Offer and otherwise in accordance with the terms and conditions of the
Directed
Share Issue and (ii) their pro rata allocation of shares to be offered
in the
Rights Issue that will take place as soon as reasonably practicable
after the
completion of the Directed Share Issue, remaining in full force and
effect in
accordance with their terms except in the event that they have
terminated in
accordance with their terms because of (x) ÅF’s failure to
convene an EGM to
approve, among other matters, the Directed Share Issue, (y)
the failure by the
EGM to approve the Directed Share Issue, or (z) the failure
of ÅForsk to propose
and support in the EGM the election of Henrik Ehrnrooth on
the Board of
Directors of ÅF.

The Conditions to Completion set out herein are
exhaustive. ÅF 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 ÅF 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. ÅF reserves a right to
waive, to the extent permitted by
applicable laws and regulations, any of the
Conditions to Completion that have
not been fulfilled.

Preliminary timetable

ÅF will publish a tender offer
document with detailed information on the Tender
Offer on or about December 19,
2018. The offer period for the Tender Offer is
expected to commence on or about
December 20, 2018 and is expected to expire on
or about January 31, 2019. ÅF
expects to convene the EGM to be held on or about
January 10, 2019. The
Directed Share Issue is expected to be completed during
the first quarter of
2019. The Rights Issue is expected to be launched during
the first half of
2019.

Combination Agreement

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

Under the Combination Agreement, the Board of Directors of Pöyry may,
at any
time prior to the completion of the Tender Offer, withdraw, modify,
amend,
include conditions to or decide not to issue its recommendation or take
actions
contradictory to its earlier recommendation, only if the Board of
Directors of
Pöyry, on the basis of its fiduciary duties under Finnish laws and
regulations
(including the Helsinki Takeover Code) and due to materially
changed
circumstances and after having taken certain measures, determines in
good faith
that the acceptance of the Tender Offer would no longer be in the
best interest
of the holders of the Shares, provided, that, if such an action
by the Board of
Directors of Pöyry is connected to a superior offer or to a
competing offer,
which the Board of Directors of Pöyry 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 Pöyry has given ÅF a reasonable opportunity to agree with
the Board of
Directors of Pöyry on improving its Tender Offer provided pursuant
to the
Combination Agreement.

Pöyry also undertakes, and causes its
subsidiaries and their respective
officers, directors, employees and
representatives to undertake, not to directly
or indirectly initiate, solicit
or encourage any competing offer prior to the
completion of the Tender Offer,
except if such measures are necessary in order
for the Board of Directors of
Pöyry to comply with its fiduciary duties or the
disclosure obligations under
applicable Finnish laws, regulations or stock
exchange rules.

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

The Combination
Agreement may be terminated by Pöyry or ÅF under certain
circumstances,
including, among others, if the Conditions to Completion have not
been
satisfied or waived by ÅF in accordance with the terms and conditions of
the
Tender Offer and ÅF has publicly announced that it will not complete the
Tender
Offer or upon a material breach of any warranty given by Pöyry or ÅF. In
the
event the Combination Agreement is terminated due to certain reasons
specified
in the Combination Agreement, ÅF has agreed to pay as liquidated
damages a
termination fee of an agreed amount and Pöyry has agreed to pay as
cost
coverage a termination fee of an agreed amount.

Advisors

ÅF is advised by
Skandinaviska Enskilda Banken AB (publ) (SEB Corporate Finance)
as the lead
financial advisor and the arranger in relation to the Tender Offer,
Access
Partners Oy as financial advisor, and White & Case LLP as the legal
advisor.
Pöyry is advised by Advium Corporate Finance Ltd. as the financial
advisor, and
Hannes Snellman Attorneys Ltd as the legal advisor.

Press conferences and
investor communication

Press conference ÅF, 10:00 am CET, December 10, 2018,
Stockholm

At 10:00 am CET / 11:00 am EET on December 10, 2018, ÅF will hold a
press
conference in Stockholm.

Participants: The Chairman of ÅF Anders
Narvinger, ÅF President and CEO Jonas
Gustavsson and ÅF CFO Stefan Johansson.
The Chairman of Pöyry, Henrik Ehrnrooth,
will also be present at the press
conference.

Location: Scandic Haymarket, Hötorget 13-15, Stockholm,
Sweden

The press conference can be followed live
via:

https://tv.streamfabriken.com/2018-12-10-press-conference (webcast,
possibility
to ask questions over the phone)

To participate by phone, please
dial one of the following numbers: +46 8 566 426
62 (SE), +358 9 817 104 93
(FI) or +44 2 030 089 801 (UK).

The conference will be held in English, no
registration in advance is required.
The press conference will be available
afterwards via the website for the
transaction
www.drivinggrowthtogether.com.

Investor and analyst call ÅF, 10:45 am CET,
December 10, 2018

At 10:45 am CET / 11:45 am EET on December 10, 2018, there
will be conference
call for investors and analysts with ÅF. ÅF President and
CEO Jonas Gustavsson
and ÅF CFO Stefan Johansson will be available for
questions. Presentation
material will be available at
     www.drivinggrowthtogether.com.

https://tv.streamfabriken.com/2018-12-10-investo
     r-conference
(webcast,
possibility to ask questions over the phone)

To participate by
phone, please dial one of the following numbers: +46 8 566 426
98 (SE), +358
9 817 104 94 (FI) or +44 2 030 089 810 (UK).

The conference will be held in
English, no registration in advance is required.

Press conference Pöyry, 2:00
pm CET / 3:00 pm EET, December 10, 2018, Helsinki

At 2:00 pm CET / 3:00 pm EET
on December 10, 2018, Pöyry will hold a press
conference in
Helsinki.

Participants: Chairman of Pöyry Henrik Ehrnrooth together with Pöyry
President
and CEO Martin à Porta and ÅF President and CEO Jonas
Gustavsson.

Location: Hotel Lilla Roberts, Pieni Roobertinkatu 1-3,
Helsinki

The press conference can be followed live
via:

https://event.videosync.fi/press-conference-10-12-2018 (webcast,
possibility to
ask questions over the phone)

To participate by phone, please
dial one of the following numbers and use the
PIN below:
+46 8 566 426 51 (SE),
+358 9 817 103 10 (FI) or +44 3 333 000 804 (UK).

PIN: 80044677#

The
conference will be held in English, no registration in advance is required.
The
press conference will be available afterwards via the website for
the
transaction www.drivinggrowthtogether.com.

Website for the
transaction

All the information and documentation related to the transaction,
press
conferences and the investor and analyst call can be found on the website
for
the transaction www.drivinggrowthtogether.com.

ÅF AB (publ)

Board of
Directors


Additional information:

Marta Tiberg

Director Communications &
Marketing

Tel: +46 10 505 3575

E-mail: marta.tiberg@afconsult.com

This
information is information that ÅF is obliged to make public pursuant to
the EU
Market Abuse Regulation. The information was submitted for publication,
through
the agency of the contact person set out above at 7:35 CET on December
10,
2018.

About ÅF

ÅF is an engineering and design company within the fields of
energy, industry
and infrastructure. ÅF creates sustainable solutions for the
next generation
through talented people and technology. ÅF is based in Europe
and the business
and clients are located all over the world. ÅF’s net sales in
2017 were SEK
12,658 million, and it employed 9,865 experts at its over 150
offices in 33
countries.

About Pöyry

Pöyry is an international consulting and
engineering company serving clients
across power generation, transmission &
distribution, forest industry,
biorefining & chemicals, mining & metals,
infrastructure and water &
environment. Pöyry delivers smart solutions and
works with the latest digital
innovations. Pöyry's net sales in 2017 were EUR
522 million, and it employed
5,500 experts at its 115 offices in 40
countries.

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, 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
A TENDER 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 THE 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 PURPORTED ACCEPTANCE
OF THE TENDER OFFER
RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE
RESTRICTIONS WILL BE
INVALID.

Notice to Shareholders in the United States

The
Tender Offer is made to Pöyry’s shareholders resident in the United States
on
the same terms and conditions as those made to all other shareholders of
Pöyry
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 Pöyry’s other
shareholders.

The
Tender Offer is made for the issued and outstanding shares in Pöyry, 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 Pöyry’s shareholders to enforce their
rights and any
claim they may have arising under the federal securities laws,
since ÅF and
Pöyry 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. Pöyry’s
shareholders may not be able to sue ÅF or Pöyry 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 ÅF and Pöyry 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 U.S. Securities Exchange Act of
1934, as
amended 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, ÅF and its
affiliates or brokers (acting as agents for ÅF 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 Pöyry 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
Pöyry of such information.
In addition, the financial advisers to ÅF may also
engage in ordinary course
trading activities in securities of Pöyry, which may
include purchases or
arrangements to purchase such securities.

Neither the
U.S. Securities and Exchange Commission 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.

Forward-looking Statements

This stock exchange release includes
“forward-looking statements.” These
statements may not be based on historical
facts, but are statements about future
expectations. When used in this stock
exchange release, the words “aims,”
“anticipates,” “assumes,” “believes,”
“could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “should,” “will,”
“would” and similar expressions as
they relate to ÅF, Pöyry, the Tender Offer
or the combination of the business
operations of ÅF and Pöyry identify certain
of these forward-looking statements.
Other forward-looking statements can be
identified in the context in which the
statements are made. Forward-looking
statements are set forth in a number of
places in this stock exchange release,
including wherever this stock exchange
release includes information on the
future results, plans and expectations with
regard to ÅF’s business following
the completion of the Tender Offer, including
strategic plans, synergies and
growth, and general economic conditions. These
forward-looking statements are
based on present plans, estimates, projections
and expectations and are not
guarantees of future performance. They are based on
certain expectations that,
even though they seem to be reasonable at present,
may turn out to be
incorrect. Such forward-looking statements are based on
assumptions and are
subject to various risks and uncertainties. Investors should
not rely on these
forward-looking statements. Numerous factors may cause the
actual results of
operations or financial condition of ÅF to differ materially
from those
expressed or implied in the forward-looking statements. Neither ÅF
nor any of
its affiliates, advisors or representatives or any other person
undertakes any
obligation to review or confirm or to release publicly any
revisions to any
forward-looking statements to reflect events that occur or
circumstances that
arise after the date of this stock exchange release.

Disclaimer

Skandinaviska
Enskilda Banken AB (publ), which is under the supervision of the
Swedish
Financial Supervisory Authority (Finansinspektionen), is acting as
lead
financial adviser to ÅF and no one else in connection with the Tender
Offer and
arranger in relation to the Tender Offer, will not regard any other
person than
ÅF as its client in relation to the Tender Offer and will not be
responsible to
anyone other than ÅF for providing the protection afforded to
clients of
Skandinaviska Enskilda Banken AB (publ) nor for providing advice in
relation to
the Tender Offer.

Access Partners Oy is acting as financial
adviser to ÅF and no one else in
connection with the Tender Offer, will not
regard any other person than ÅF as
its client in relation to the Tender Offer
and will not be responsible to anyone
other than ÅF for providing the
protection afforded to clients of Access
Partners Oy nor for providing advice
in relation to the Tender Offer.