OFFERING CIRCULAR 9 March 2018 Listing on the Official List of Nasdaq Helsinki Ltd Share Sale of preliminarily a maximum of 20,000,000 Sale Shares Personnel Offering of a maximum of 300,000 Personnel Shares Preliminary Price Range EUR 7.50–9.00 per Sale Share This offering circular (the “Offering Circular”) has been prepared in connection with the contemplated listing of Altia Plc, a public limited liability company incorporated in Finland (“Altia” or the “Company”). The State of Finland, represented by the Prime Minister’s Office (the “State of Finland” or the “Seller”) is offering, through a sale of shares, preliminarily a maximum of 20,000,000 shares (the “Sale Shares”) in the Company for purchase (the “Share Sale”) (i) to private individuals and entities in Finland (the “Public Share Sale”), and (ii) to institutional investors as private placements in Finland and internationally (the “Institutional Share Sale”). In addition, the Company is offering for subscription to the permanent employees of Altia in Finland and Sweden and to the members of the Executive Management Team of Altia a maximum of 300,000 new shares in the Company (the “Personnel Shares”) (the “Personnel Offering”). The Company and the Seller have appointed Nordea Bank AB (publ), Finnish Branch (“Nordea”) to act as the global coordinator and bookrunner (the “Global Coordinator”) as well as a financial advisor for the Share Sale and the Personnel Offering. In addition, the Company and the Seller have appointed Carnegie Investment Bank AB (“Carnegie”) to act as the joint bookrunner and OP Corporate Bank plc (“OP”) to act as the co-lead manager for the Share Sale and the Personnel Offering (Nordea, Carnegie and OP together, the “Managers” and each individually a “Manager”). In addition, the Seller has appointed Nordnet Bank AB, Finnish Branch (“Nordnet”) to act as a subscription place in the Public Share Sale. The Seller is expected to agree on that it will grant the Global Coordinator an over-allotment option, exercisable within 30 days from the commencement of trading in the Company’s shares (the “Shares”) on the prelist of Nasdaq Helsinki Ltd. (the “Helsinki Stock Exchange”) (which is expected to be between 23 March 2018 and 21 April 2018), for up to 3,000,000 additional Shares (the “Additional Shares”) solely to cover over-allotments, if any (the “Over-allotment Option”). Unless the context indicates otherwise, the Sale Shares, the Personnel Shares and the Additional Shares are referred to together herein as the “Offer Shares”. The preliminary price range in the Sale Shares is EUR 7.50–9.00 per Sale Share (the “Preliminary Price Range”). In the Public Share Sale, the final sale price is at most the upper limit of the Preliminary Price Range (the “Sale Price”), i.e. EUR 9.00 per Sale Share. The subscription price per share in the Personnel Offering is 10 per cent lower than the Sale Price in the Public Share Sale (the “Subscription Price”). Thus, the Subscription Price per Personnel Share in the Personnel Offering is EUR 8.10 at maximum. The Sale Price and the Subscription Price will be announced through a stock exchange release immediately following the pricing and they will be available on the Company’s website at www.altiagroup.com/ipo on or about 23 March 2018 and in the subscription places of the Share Sale and the Personnel Offering on or about 23 March 2018. The Shares have not been subject to trading on a regulated market prior to the execution of the Share Sale and the Personnel Offering. The Company will submit a listing application with the Helsinki Stock Exchange to list the Shares on the Official List of the Helsinki Stock Exchange (the “Official List”) under the share trading code “ALTIA”. Trading in the Shares is expected to commence on the prelist of the Helsinki Stock Exchange on or about 23 March 2018 and on the Official List of the Helsinki Stock Exchange on or about 27 March 2018 (the “Listing”). The Personnel Shares will be applied to be admitted for trading later, on or about 28 March 2018. The Sale Shares offered in the Public Share Sale will be recorded in the book-entry accounts of investors maintained by Euroclear Finland Ltd (“Euroclear Finland”), the Finnish central securities depository, on or about 23 March 2018. In the Institutional Share Sale, the Sale Shares will be ready to be delivered against payment on or about 27 March 2018 through Euroclear Finland. The Personnel Shares will be recorded in the book-entry accounts of investors on or about 28 March 2018. The Shares will be eligible for clearing through the facilities of Euroclear Finland. The subscription period for the Public Share Sale will commence on 12 March 2018 at 10:00 a.m. (Finnish time) and end on 20 March 2018 at 16:00 p.m. (Finnish time). The subscription period for the Institutional Share Sale will commence on 12 March 2018 at 10:00 a.m. (Finnish time) and end on 22 March 2018 at 12:00 p.m. (Finnish time). The subscription period for the Personnel Offering will commence on 12 March 2018 at 10:00 a.m. (Finnish time) and end on 20 March 2018 at 16:00 p.m. (Finnish time). However, the subscription period for the Personnel Offering in Sweden will end on 19 March 2018 at 11:00 a.m. (local time) and Nordea’s e-subscriptions in Finland will end on 19 March 2018 at 4:00 p.m. Instructions for making the subscriptions and purchases as well as detailed terms and conditions of the Share Sale and the Personnel Offering are presented in this Offering Circular under “Terms and Conditions of the Share Sale and the Personnel Offering”. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state of the United States and accordingly, may not be offered or sold, directly or indirectly, in or into the United States except in transactions exempt from registration under the U.S. Securities Act. The Offer Shares are being offered and sold outside the United States in compliance with Regulation S under the U.S. Securities Act (“Regulation S”). 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 material relating to the Share Sale and the Personnel Offering may be published or distributed in or into Australia, Canada, the Hong Kong Special Administrative Region of the People’s Republic of China, Japan, South Africa, or the United States, or any other jurisdiction in which it would not be permissible to deliver or make an offer of the Offer Shares. The Offer Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into any such jurisdiction. See “Important Information”. 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. Global Coordinator Joint bookrunner Co-lead manager IMPORTANT INFORMATION In connection with the Share Sale and the Personnel 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 “Securities Market Act”), Commission Regulation (EC) No. 809/2004 of 29 April 2004 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 (as amended, Annexes I, III and XXII), the Decree of the Ministry of Finance on the prospectuses referred to in Chapter 3–5 of the Securities Market Act (1019/2012) and the regulations and guidelines issued by the Financial Supervisory Authority. The Financial Supervisory Authority has approved the Finnish Prospectus, but is not responsible for the accuracy of the information presented therein. The record number of the Financial Supervisory Authority’s approval decision concerning the Finnish Prospectus is FIVA 5/02.05.04/2018. This offering circular (“Offering Circular”) is an English language document 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. The English language Offering Circular has not been approved by the Financial Supervisory Authority. In the event of any discrepancies between the original Finnish Prospectus and the English language Offering Circular, the Finnish Prospectus shall prevail. The restrictions for distribution differ between the Finnish Prospectus and the English language Offering Circular. In this Offering Circular, any reference to “Altia”, the “Company” or the “Group” means Altia Plc and its subsidiaries collectively, except where it is clear from the context that the term means Altia Plc as the parent company or a specific subsidiary or particular business unit only. References and matters relating to the Shares and share capital of the Company or matters of administration of the Company shall refer to the Shares, share capital and matters of administration of Altia Plc. The Company and the Seller have appointed Nordea Bank AB (publ), Finnish Branch to act as the global coordinator and bookrunner as well as a financial advisor and Carnegie Investment Bank AB to act as the joint bookrunner and OP Corporate Bank plc to act as the co-lead manager for the Share Sale and the Personnel Offering.