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Offering Circular Strictly Confidential

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Offering Circular Strictly Confidential OFFERING CIRCULAR STRICTLY CONFIDENTIAL 11APR201623554262 TOKMANNI GROUP CORPORATION (a public limited liability company incorporated under the laws of Finland) Share Sale of initially a minimum of 8,609,050 and a maximum of 10,259,050 Sale Shares Share Issue of approximately EUR 96 million This offering circular (the ‘‘Offering Circular’’) has been prepared in connection with the initial public offering (the ‘‘Offering’’) of Tokmanni Group Corporation, a public limited liability company incorporated in Finland (the ‘‘Company’’). Through the Share Issue, the Company aims to raise gross proceeds of approximately EUR 96 million by offering new shares in the Company (the ‘‘New Shares’’) for subscription (the ‘‘Share Issue’’). The final number of New Shares to be issued in the Share Issue will be determined based on the Final Subscription Price (as defined below). The Company would issue 13,876,850 New Shares assuming that the Final Subscription Price for the New Shares would be at the mid-point of the Preliminary Price Range (as defined below) and that Tokmanni’s permanent employees would subscribe for a total of 246,000 New Shares at the discount applicable to such New Shares in accordance with their allocation preference in the Personnel Offering (as defined below). In addition, Cidron Disco S.a` r.l. (‘‘Cidron’’) (a company ultimately owned by Nordic Capital Fund VII (as defined herein), together with associated co-investment vehicles) and other existing shareholders of the Company named in Annex B (together with Cidron, the ‘‘Selling Shareholders’’) are offering initially a minimum of 8,609,050 and a maximum of 10,259,050 existing shares in the Company (the ‘‘Sale Shares’’) for sale (the ‘‘Share Sale’’). The Offering consists of (i) a public offering to private individuals and entities in Finland (the ‘‘Public Offering’’), (ii) an offering to all permanent employees of Tokmanni (as defined herein) (the ‘‘Personnel Offering’’) and (iii) private placements to institutional investors in Finland and internationally, including in the United States to qualified institutional buyers (‘‘QIBs’’) as defined in Rule 144A (‘‘Rule 144A’’) under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’), pursuant to exemptions from the registration requirements of the U.S. Securities Act (the ‘‘Institutional Offering’’). All offers and sales outside the United States will be made in compliance with Regulation S under the U.S. Securities Act (‘‘Regulation S’’). This Offering Circular relates to the Offering of Offer Shares (as defined below) to QIBs in the United States and to institutional investors outside of Finland. In the event of an oversubscription, Cidron is expected to agree to grant to the Managers (as defined herein) an over-allotment option, exercisable within 30 days from commencement of trading in the shares in the Company (the ‘‘Shares’’) on Nasdaq Helsinki Ltd (the ‘‘Helsinki Stock Exchange’’) (which is expected to be between 29 April 2016 and 28 May 2016) to purchase, or to procure purchasers, for up to 3,597,291 additional Shares (the ‘‘Additional Shares’’) solely to cover over-allotments (the ‘‘Over-allotment Option’’). Unless the context indicates otherwise, the New Shares, the Sale Shares and the Additional Shares are referred to together herein as the ‘‘Offer Shares’’. The subscription period for the Offering will commence on 18 April 2016 at 10:00 a.m. (Finnish time) and end on 26 April 2016 at 4:00 p.m. (Finnish time) for the Public Offering and on 28 April 2016 at 12:00 p.m. (Finnish time) for the Institutional Offering. The subscription period may, at the Company’s and Cidron’s, acting on behalf of the Selling Shareholders, sole discretion, be discontinued or extended, provided that the subscription period will in no event expire prior to 25 April 2016 or extend beyond 27 May 2016. For more information on the Offering, see ‘‘Terms and Conditions of the Offering’’. The preliminary price range for the Offer Shares is a minimum of EUR 6.25 and a maximum of EUR 7.60 per Offer Share (the ‘‘Preliminary Price Range’’). The final subscription price per Offer Share (the ‘‘Final Subscription Price’’) may be above or below the Preliminary Price Range. Only New Shares will be offered in the Personnel Offering and a discount will be applied to the subscription price in the Personnel Offering as described in ‘‘Terms and Conditions of the Offering’’. The Final Subscription Price will be announced through a stock exchange release on or about 29 April 2016. Preliminary Price Range EUR 6.25–7.60 per Offer Share An investment in the Offer Shares involves risks. Prospective investors should read this entire Offering Circular and, in particular, ‘‘Risk Factors’’, when considering an investment in the Company. The Offer Shares have not been and will not be registered under the U.S. Securities Act and are being offered and sold (i) in the United States only to QIBs in reliance on Rule 144A or other applicable exemptions from the registration requirements under the U.S. Securities Act and (ii) outside the United States in offshore transactions in compliance with Regulation S. Prospective investors are hereby notified that any seller of the Offer Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The distribution of this Offering Circular and the offer and sale of the Offer Shares may be restricted by law in certain jurisdictions. Accordingly, neither this Offering Circular nor any advertisement or any other Offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons in possession of this Offering Circular are required by the Company, the Selling Shareholders and the Managers to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. See ‘‘Selling and Transfer Restrictions’’ and ‘‘Important Information’’. The Shares have not been subject to trading on a regulated market prior to the Offering. The Company will submit a listing application to the Helsinki Stock Exchange to list the Shares on the official list of the Helsinki Stock Exchange under the share trading code TOKMAN (the ‘‘Listing’’). Trading in the Shares is expected to commence on the pre-list of the Helsinki Stock Exchange on or about 29 April 2016 and on the official list of the Helsinki Stock Exchange on or about 3 May 2016. The Managers expect to deliver the Offer Shares in book entry form to investors’ securities accounts with Euroclear Finland Ltd (‘‘Euroclear Finland’’), the Finnish central securities depository, on or about 29 April 2016. The Shares will be eligible for clearing through the facilities of Euroclear Finland. Joint Global Coordinators and Joint Bookrunners Goldman Sachs International Nordea Joint Bookrunners BofA Merrill Lynch Carnegie The date of this Offering Circular is 15 April 2016. IMPORTANT INFORMATION In this Offering Circular, the ‘‘Company’’ refers to Tokmanni Group Corporation and ‘‘Tokmanni’’ refers to the Company together with its subsidiaries, unless the context requires otherwise. References and matters relating to the Shares and share capital of the Company or matters of administration of the Company refer to the Shares, share capital and matters of administration of Tokmanni Group Corporation. ‘‘Nordic Capital Fund VII’’ refers to Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P., for which Nordic Capital VII Limited acts as General Partner, whose registered address is 26 Esplanade, St. Helier, Jersey, JE2 3QA Channel Islands. ‘‘Cidron’’ refers to Cidron Disco S.a` r.l., a company ultimately owned by Nordic Capital Fund VII, together with associated co-investment vehicles, and whose registered address is 7 Rue Lou Hemmer, L-1748 Findel, Luxembourg. ‘‘Rockers Tukku’’ refers to Rockers Tukku Oy, a company ultimately owned by Mr Seppo Saastamoinen and his family members, whose registered address is Savonkatu 13 A 6, FI-74100 Iisalmi, Finland. The Company and Cidron, acting on behalf of the Selling Shareholders, have appointed Goldman Sachs International (‘‘Goldman Sachs’’) and Nordea Bank Finland Plc (‘‘Nordea’’, and together with Goldman Sachs, the ‘‘Joint Global Coordinators’’) to act as the joint global coordinators and joint bookrunners for the Offering. In addition, the Company and Cidron, acting on behalf of the Selling Shareholders, have appointed Merrill Lynch International (‘‘BofA Merrill Lynch’’) and Carnegie Investment Bank AB, Finland branch (‘‘Carnegie’’, and together with BofA Merrill Lynch and the Joint Global Coordinators, the ‘‘Managers’’, and each individually, a ‘‘Manager’’), to act as joint bookrunners for the Offering. In connection with the Offering, the Company has prepared a Finnish language prospectus (the ‘‘Finnish Prospectus’’) in accordance with the Finnish Securities Market Act (746/2012, as amended, the ‘‘Finnish Securities Market Act’’), Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended, (Annexes I, III and XXII) implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements, the Finnish Ministry of Finance Decree on prospectuses referred to in Chapter 3 to 5 of the Finnish Securities Market Act (1019/2012) and the regulations and guidelines issued by the Finnish Financial Supervisory Authority (‘‘FFSA’’). The FFSA has approved the Finnish Prospectus, but is not responsible for the accuracy of the information presented therein. The record number of the FFSA’s approval decision concerning the Finnish Prospectus is FIVA 23/02.05.04/2016. This Offering Circular is an English language translation of the original Finnish Prospectus. This Offering Circular contains the same information as the Finnish Prospectus, with the exception of certain information directed at investors outside of Finland.
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