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NOTICE TO THE SHAREHOLDERS OF ADAPTEO OYJ 24.9.2021.

APPOINTMENT OF ARBITRAL TRIBUNAL FOR THE REDEMPTION OF SHARES – PALACE BIDCO OY / ADAPTEO OYJ'S OTHER SHAREHOLDERS (MATTER NO. L 10/2021)

Following the public voluntary offer for the shares in Adapteo Oyj made by Palace Bidco Oy on 17 May 2021, Palace Bidco’s ownership in the company has increased to 94.12%, i.e., Palace Bidco Oy owns 46 236 244 shares and votes of the total shares and votes in Adapteo Oyj as of 26 August 2021.

Under Chapter 18 Section 1 of the Finnish Companies Act (624/2006), a shareholder with more than nine tenths (9/10) of all shares and votes in a company has the right to redeem the shares of the other shareholders at the fair price. Accordingly, Palace Bidco Oy has on 1 September 2021 requested the Redemption Board of the Finland Chamber of Commerce to initiate arbitration proceedings regarding the redemption of the remaining shares of Adapteo Oyj in accordance with Chapter 18 Section 4 of the Finnish Companies Act.

In the request for arbitration, Palace Bidco Oy has requested the arbitral tribunal to confirm that it has the right provided in the Finnish Companies Act to redeem the minority shareholders’ shares for the redemption price of EUR 16.19 per share.

Palace Bidco Oy has also requested the arbitral tribunal to accept a security, and after placing it the title to the remaining minority shares will be transferred to Palace Bidco Oy immediately.  The final redemption price will be determined by the arbitral tribunal regardless of this immediate share transfer.

The District Court of Eastern Uusimaa has on 20 September 2021 appointed Attorney Niina Palaja as the special representative to oversee the interests of the minority shareholders during the arbitration proceedings.

The notice and request for statement by the Redemption Board of the Finland Chamber of Commerce, the request for arbitration made by Palace Bidco Oy, and the rules of the Redemption Board of the Finland Chamber of Commerce will be sent in writing to all shareholders whose contact details are known to Adapteo Oyj (in the company's shareholders’ register).  The relevant material can also be obtained from the special representative or the counsel of Palace Bidco Oy.

Inquiries in the matter should primarily be directed to the appointed special representative.

FOR ADDITIONAL INFORMATION

Special Representative                                                      Counsel to Palace Bidco Oy
Attorney Niina Palaja                                                         Attorney Niki J. Welling
Asianajotoimisto Palaja Rintanen & Co Oy                         Borenius Attorneys Ltd
Linnankatu 3 B                                                                   Eteläesplanadi 2
20100, Turku, Finland                                                         00130, Helsinki, Finland
Tel: +358 (0)40 706 1673                                                    Tel: +358 (0)20 713 33
Email: niina.palaja@prlaw.fi                                                  Email: niki.welling@borenius.com

For further information on the Offer, please see WSIP Bidco's Offer website.

WSIP Bidco – Tender offer for Adapteo

Regulatory press releases concerning the Offer:

Voluntary cash tender offer for all outstanding shares in Adapteo Plc by Palace Bidco Oy; Statement of the Board of Directors of Adapteo Plc, published on 17 May 2021 at 08:15 a.m. CEST

See information in Swedish here

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