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Public Tender Offer by Orkla ASA for All Issued and Outstanding Shares in Kotipizza Group Oyj

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Public Tender Offer by Orkla ASA for All Issued and Outstanding Shares in Kotipizza Group Oyj TENDER OFFER DOCUMENT 5 DECEMBER 2018 Public Tender Offer by Orkla ASA for all issued and outstanding shares in Kotipizza Group Oyj Orkla ASA (the “Offeror” or “Orkla”) hereby offers to acquire, in accordance with Chapter 11 of the Finnish Securities Market Act (746/2012, as amended) and the terms and conditions of this tender offer document (the “Tender Offer Document”), all of the issued and outstanding shares (the “Shares” or, individually, a “Share”) in Kotipizza Group Oyj (the “Company” or “Kotipizza”) that are not held by the Company or any of its subsidiaries (the “Tender Offer”). The Offeror is a public limited company incorporated under the laws of Norway with its shares listed on the official list of Oslo Børs ASA (“Oslo Stock Exchange”). Kotipizza is a public limited company incorporated under the laws of Finland with its Shares listed on the official list of Nasdaq Helsinki Ltd. (“Nasdaq Helsinki”). Orkla and Kotipizza have on 22 November 2018 (the “Signing Date”) entered into a combination agreement (the “Combination Agreement”) under which Orkla makes the Tender Offer. For details please see “Summary of the Tender Offer”. The price offered for each Share validly tendered in the Tender Offer is EUR 23.00 in cash (the “Offer Price”). The Offer Price represents a premium of approximately 48.4 percent compared to the volume-weighted average trading price of the Kotipizza Shares on Nasdaq Helsinki during the 12-month period preceding the date of announcement of the Tender Offer, a premium of approximately 35.2 percent compared to the volume-weighted average trading price during the 3-month period preceding the announcement of the Tender Offer, and a premium of approximately 38.6 percent compared to the closing price of the Shares on Nasdaq Helsinki on 21 November 2018, the last trading day before the announcement of the Tender Offer. The acceptance period for the Tender Offer (the “Offer Period”) will commence on 7 December 2018 at 9:30 am (Finnish time) and expire on 15 January 2019 at 4:00 pm (Finnish time) unless the Offer Period is extended. For details please see “Terms and Conditions of the Tender Offer”. The completion of the Tender Offer is subject to the satisfaction of the conditions described under the section “Terms and Conditions of the Tender Offer – Conditions to Completion of the Tender Offer” of this Tender Offer Document. The Offeror reserves the right to waive any conditions to completion of the Tender Offer. The Management Shareholders (as defined below) and the Major Shareholders (as defined below), representing together approximately 32.6 percent of the Shares have subject to certain customary conditions irrevocably undertaken to accept the Tender Offer. The Board of Directors of Kotipizza recommends that the shareholders accept the Tender Offer. The information on this front page should be read in conjunction with, and is qualified in its entirety by, the more detailed information in this Tender Offer Document, in particular in the section “Terms and Conditions of the Tender Offer”. THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND THIS TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS ARE NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW BY ANY MEANS WHATSOEVER INCLUDING, WITHOUT LIMITATION, MAIL, FACSIMILE TRANSMISSION, E-MAIL OR TELEPHONE. IN PARTICULAR, THE TENDER OFFER IS NOT MADE IN AND THIS TENDER OFFER DOCUMENT MUST UNDER NO CIRCUMSTANCES BE DISTRIBUTED INTO CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR ANY OTHER JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW. Financial Advisor to the Offeror and Arranger of the Tender Offer Carnegie Investment Bank AB, Finland Branch Arranger of the Tender Offer OP Corporate Bank plc IMPORTANT INFORMATION This Tender Offer Document has been prepared in accordance with Finnish law, including the Securities Market Act (746/2012, as amended “SMA”), Decree 1022/2012 of the Ministry of Finance and regulations and guidelines 9/2013 (FSA 10/01.00/2013) issued by the Finnish Financial Supervisory Authority (“FIN-FSA”). The Tender Offer Document and the Tender Offer are governed by Finnish law and any disputes related thereto shall be exclusively settled by Finnish courts of competent jurisdiction. The Offeror has undertaken to follow the Helsinki Takeover Code issued by the Securities Market Association referred to in Chapter 11, Section 28 of the SMA. According to the statement issued by the Board of Directors of Kotipizza on 29 November 2018 and attached as Annex A to this Tender Offer Document, Kotipizza has also undertaken to follow said Helsinki Takeover Code. This Tender Offer Document is available in Finnish and English. In the event of any discrepancy between the two language versions of the Tender Offer Document, the Finnish language version shall prevail. The FIN-FSA has approved the Finnish language version of the Tender Offer Document but is not responsible for the accuracy of the information presented therein. The decision number of such approval is FIN-FSA 11/02.05.05/2018. The Tender Offer Document will be available in Finnish from 7 December 2018 onwards at the headquarters of Orkla ASA, Nedre Skøyen vei 26, P.O. Box 423 Skøyen, N-0213, Norway, the headquarters of Carnegie Investment Bank AB, Finland Branch, Eteläesplanadi 22 A, FI-00130 Helsinki, the branch offices of cooperative banks belonging to the OP Financial Group and at Nasdaq Helsinki, Fabianinkatu 14, FI-00130 Helsinki, Finland. The electronic version of the Tender Offer Document will be available in Finnish from 7 December 2018 onwards online at www.orkla.com/investor-relations/tender-offer-kotipizza-group/, www.kotipizzagroup.com/fi/sijoittajat/ostotarjous/ and www.op.fi/ostotarjous, and in English from 7 December 2018 onwards online at www.orkla.com/investor-relations/tender-offer-kotipizza-group/, www.kotipizzagroup.com/investors/tender-offer/ and www.op.fi/tenderoffer. As permitted under Finnish law and other applicable law or regulation, the Offeror may purchase Shares in the Company also outside the Tender Offer on Nasdaq Helsinki or otherwise prior to the expiry of the Offer Period or any extended Offer Period or Subsequent Offer Period (as defined below), as the case may be. The Tender Offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law and this Tender Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law by any means whatsoever including, without limitation, mail, facsimile transmission, e-mail or telephone. In particular, the Tender Offer is not made in and this Tender Offer Document must under no circumstances be distributed into Canada, Japan, Australia, South Africa or Hong Kong or any other jurisdiction where prohibited by applicable law. All financial and other information presented in this Tender Offer Document concerning the Company are exclusively based on the unaudited half-year financial report for the six months ended 31 July 2018, financial statements published by the Company for the financial year ended 31 January 2018, stock exchange releases published by the Company, entries in the Finnish Trade Register, the shareholders’ register of the Company dated 30 November 2018 and other information publicly available. Consequently, the Offeror does not accept any responsibility for such information except for the accurate restatement of such information herein. Save to the extent required by mandatory law, this Tender Offer Document will not be supplemented or updated with any financial information or other stock exchange releases published by the Company after the date of this Tender Offer Document nor will the Offeror otherwise separately inform the shareholders about the publishing of such financial information or other stock exchange releases, unless so required by compulsory legislation. OP Corporate Bank, serving as the Arranger of the Tender Offer, will not regard any other person than the Offeror as a client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of OP Corporate Bank nor for providing advice to any such other person. Notice to Shareholders in the United States U.S. shareholders are advised that the Shares are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (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 the Company’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made. Any information documents, including this Tender Offer Document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to the Company’s other shareholders. The Tender Offer is made for the issued and outstanding shares in the Company, which is domiciled in Finland. Information distributed in connection with the Tender Offer is subject to the disclosure requirements of Finland, which are different from those of the United States. In particular, the financial statements and financial information included in this 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 the Company’s shareholders to enforce their rights and any claims they may have arising under the federal securities laws, since the Offeror and the Company are located in non-U.S.
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