Kotipizza Group Oyj Company Release 4 June 2015 at 18:00 (EET) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE, SOUTH AFRICA AND, THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. KOTIPIZZA GROUP OYJ ANNOUNCES THE PRELIMINARY SUBSCRIPTION PRICE FOR ITS PLANNED INITIAL PUBLIC OFFERING; THE FINNISH LANGUAGE PROSPECTUS HAS BEEN APPROVED AND LISTING APPLICATION HAS BEEN SUBMITTED Kotipizza Group Oyj ("Kotipizza Group" or "Company") announces the preliminary subscription price for the share offering in connection with its planned listing (the "Initial Public Offering", "IPO" or "Offering"). The Company announced on 21 May 2015 that it is planning listing of its shares on the Official List of NASDAQ OMX Helsinki Ltd ("Nasdaq Helsinki"). With an authorization given by the extraordinary general meeting on 28 May 2015, the Company's Board of Directors has decided to organize the Initial Public Offering and the Company has submitted a listing application for Nasdaq Helsinki today. The IPO in brief * The preliminary subscription price in the IPO is EUR 9.00 - 11.00 per share (the "Preliminary Subscription Price") * In the planned Initial Public Offering: * In the Initial Public Offering the Company offers for subscription preliminarily a maximum of 3,050,937 newly issued Company shares (the "Shares"). * Preliminarily a maximum of 350,000 Shares will be offered to the public in Finland ("Public Offering") and preliminarily a maximum of 2,700,937 Shares to institutional investors in Finland and internationally (the "Institutional Offering") * The Company has nominated Pohjola Bank plc as the lead manager for the Initial Public Offering ("Lead Manager"). Solely to cover possible over- allotments, the Company gives the Lead Manager the right to subscribe for a maximum of 222,222 additional Shares (the "Over-allotment Option"). The Over-allotment Option represents approximately 17.8 percent of the Company's shares and voting rights before the IPO and approximately 4.9 percent after the IPO if all of the Shares preliminarily offered in the IPO are subscribed. * Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky (collectively, the "Sentica Funds") managed by Sentica Partners Ltd ("Sentica Partners") have committed on 3 June 2015 to subscribe for Shares worth of EUR 7,458,499.82 in the Institutional Offering and to settle the subscription price by converting their shareholder loan receivable (including the accrued interest on the loan) into the Company's shares with the Company's consent with the final subscription price of the IPO. The shareholder loan is converted into the Company's shares in the case of listing of the Company takes place. In addition to the shareholder loan conversion, Sentica Funds have committed to subscribe for new Shares worth of EUR 5,000,000.00 in the Institutional Offering. Shareholder loan conversion and Sentica Funds' subscription commitment represent approximately 45.4 per cent of the Offering, and these subscriptions will be accepted in full in the Offering. * The Preliminary Subscription Price implies a market capitalization of the Company of approximately EUR 38-47 million, assuming that the maximum amount of Shares offered by the Company are subscribed for in the Offering and that the Over-allotment Option is not exercised. * Assuming all of the Company's Shares offered in the Offering are subscribed for and the Over-allotment Option is fully exercised, the number of the Company's shares of the Company could increase to a maximum of 4,524,360 shares. * The offer period for the Public Offering will commence on 5 June 2015 at 9 am and end at the latest on 17 June 2015 at 4.30 pm. * The bookbuilding period for the Institutional Offering will commence on 5 June 2015 at 9 am and end at the latest on 17 June 2015 at 4.30 pm. * The first day of trading on the Official list of Nasdaq Helsinki is expected to be 25 June 2015 and the shares will trade under the symbol "PIZZA". Tommi Tervanen, CEO of Kotipizza Group comments: "Kotipizza has grown to be the largest pizza restaurant chain in the Nordic Countries and the most recognized pizza brand in Finland. Profitable growth on a stable industry has been based on our ability to predict the market trends. Our goal is to continuously grow and develop new concepts, first of which is the new Mexican-style restaurant concept Chalupa. Kotipizza's efficient business model is based on franchising entrepreneurs and own sourcing and logistics organization. The model has relatively low capital intensity, which allows us to grow profitably as well as pay dividends according to our objectives." "Kotipizza Group is a company highly driven by its mission. We wish to offer delicious,  responsibly produced food with a reasonable price, and at the same time, make the world a better place one pizza at a time. The Initial Public Offering along with the growth objectives supports our commitment to act transparently and responsibly and allows us to efficiently implement our mission." Johan Wentzel, Chairman of Kotipizza Group's Board of Directors and Partner of Sentica Partners comments: "We believe in the Company's future, and thus will remain a significant shareholder of the Company also after the listing. Kotipizza is a responsible operator on the growing fast casual market, and it has a strong outlook for growth on a relatively stable market. We wish to offer new shareholders the chance to be part of the Company's development going forward." Background and reasons for IPO The public listing of the shares is expected to improve awareness of Kotipizza Group among the present and potential customers, cooperation partners and employees. The Initial Public Offering widens Kotipizza Group's ownership base with both domestic and international investors. The Initial Public Offering increases the relative amount of shareholders who are independent of the Company, thus supporting free market price formation for the Share. Furthermore, the Initial Public Offering provides the present shareholders with an opportunity to trade their shares on market terms. The Company issued on 2 April 2013 a three-year unsecured bond with a nominal value EUR 30 million (the "Bond"). Conditional to the execution of the listing, the Board of Directors of the Company has decided to redeem the Bond in full in accordance with the terms and conditions of the Bond. The contemplated redemption is planned to be financed with the proceeds from the Initial Public Offering and the new term loans to be withdrawn in connection with the listing. About the IPO The Company's Extraordinary General Meeting held on 28 May 2015 authorized the Company's Board of Directors to decide through one or several resolutions on issuing a maximum of 9,000,000 shares in one or several share issues. The authorization gives a right to deviate from the pre-emptive right of the shareholders. The Company's Board of Directors resolved on 3 June 2015 on a share issue comprising a maximum of 3,050,937 Shares in deviation from the pre-emptive right of the shareholders in order to broaden the Company's ownership base and to strengthen its capital structure. Broader ownership base enables the Company to apply for listing its shares for trading on NASDAQ OMX Helsinki Ltd.. In addition, the Sentica Partners' shareholder loan conversion and its subscription commitment facilitate the execution of the Offering and make it possible for the Company to achieve more favorable terms for external financing and lower financing costs. On these grounds, the Company's Board of Directors considers that weighty financial reasons exist for deviating from the pre-emptive subscription right of the shareholders. The subscription price paid to the Company for approved subscriptions will be recognized in the reserve for invested unrestricted equity. As a consequence of above mentioned, the share capital of the Company will not be increased in connection with the Offering. The Shares are offered for subscription to institutional investors in Finland and internationally, and to public in Finland. The Shares offered in the Initial Public Offering represent a maximum of approximately 244 per cent of the Company's shares and voting rights attached to them before the Offering and a maximum of approximately 70.9 per cent after the Offering, assuming that the Shares are fully subscribed for. Shares included in the Over-allotment Option represent a maximum of approximately 17.8 per cent of all the shares in the Company and voting rights attached to them before the Offering and a maximum of approximately 4.9 per cent after the Offering, assuming that all the Shares preliminarily offered in the Initial Public Offering are subscribed for and the Over-allotment Option is exercised in full. The listing and publication of prospectus The Company's shares are not subject to public trading before the Initial Public Offering. The Company will apply for listing of the Company's shares on the main list of Nasdaq Helsinki. Trading of the Shares on the main list of Nasdaq Helsinki is expected to commence on or about 25 June 2015. Finnish Financial Supervisory Authority has approved the Finnish language prospectus for the initial public offering on 4 June 2015. The Finnish language prospectus and a Finnish language marketing brochure will be available in electronic format on the website of Kotipizza Group (www.kotipizzagroup.com) before the commencement of the subscription period on or about 5 June 2015. Printed versions of the Finnish language prospectus and marketing brochure are expected to be available on or about 8 June 2015 from the offices of the Company (Hermannin Rantatie 8, FI-00580 Helsinki), from the branch offices of OP Financial Group and from Nasdaq Helsinki (Fabianinkatu 14, FI-00100 Helsinki). Further information on the IPO and places of subscription can be obtained from www.kotipizzagroup.com and www.op.fi/merkinta and from the branch offices of OP Financial Group. * Listing application submitted to Nasdaq Helsinki:                    4 June 2015 * Approval of Finnish language prospectus:                     4 June 2015 * Bookbuilding period for the Institutional Offering will commence:                    5 June 2015 9.00 am * Offer period for the Public Offering will commence:                   5 June 2015 9.00 am * Institutional Offering and Public Offering may be discontinued not earlier than:                                              12 June 2015 4.30 pm * The offer period for the Public Offering will end: 17 June 2015 4.30 pm * The offer period for the Institutional Offering will end:                   17 June 2015 4.30 pm * Announcement of the final subscription price (estimate):   22 June 2015 * First day of trading (estimate):                   25 June 2015 Pohjola Bank plc acts as the Lead Manager for the Initial Public Offering. Roschier, Attorneys Ltd. acts as the legal advisor of the Company in the Initial Public Offering. Kotipizza Group in brief Kotipizza is a Finnish pizza chain, which was founded in 1987. At the end of 2014, the number of restaurants stood at 261 restaurants. In 2014, the sales of Kotipizza restaurants were EUR 70.5 million. Kotipizza Group net sales were EUR 52.2 million for the financial year 2014 with an EBITDA of EUR 4.3 millionrespectively. The main owners of Kotipizza Group are the funds managed by Sentica Partners Oy (approx. 90%) and the Company's key personnel (approx. 10%). Kotipizza Group Oyj Johan Wentzel, the Chairman of the Board of Directors Tommi Tervanen, CEO More information: Tommi Tervanen, CEO puh. +358 207 716 743 Timo Pirskanen, CFO puh. +358 207 716 747 Antti Isokangas, CCO puh. +358 207 716 716 APPENDIX: Terms and conditions of the Initial Public Offering IMPORTANT DISCLAIMER This announcement should not be construed as a prospectus or offering document and does not constitute or form part of an offer, invitation or solicitation of any offer, to subscribe for or purchase any securities in any jurisdiction. Investors should not subscribe for or purchase any shares in Kotipizza Group Oyj (the "Company") on the basis of or in reliance on the information in this announcement. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with the IPO or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, Singapore, or South Africa or to any other jurisdiction where such announcement or publication would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make an offering of the securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States. In the United Kingdom, this announcement and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) and who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it. This announcement and the offer when made are only addressed to and directed, in member states of the European Economic Area which have implemented the Prospectus Directive (each a "relevant member state"), other than Finland, at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and pursuant to the relevant implementing rules and regulations adopted by each relevant member state ("Qualified Investors"). Each person in the European Economic Area, other than Finland, who initially acquires securities or to whom any offer of securities may be made will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. None of the Company or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement contains certain forward-looking statements. These forward- looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation to update any forward-looking statements contained in this announcement, except as required pursuant to applicable law. APPENDIX: Terms and conditions of the Initial Public Offering General terms of the Initial Public Offering Overview In the initial public offering (the "Initial Public Offering" or the "Offering"), the Kotipizza Group Oyj (the "Kotipizza Group" or the "Company") offers for subscription preliminary a maximum of 3,050,937 Shares in the Company (the "Shares"). The Shares are offered preliminary to private persons and organizations in Finland (the "Public Offering") and to institutional investors in Finland and certain other countries (the "Institutional Offer"). The terms and conditions of the Initial Public Offering comprise the general terms of the Initial Public Offering presented hereof, as well as the terms specific to Institutional Offering and the terms specific to the Public Offering described in the sections "Terms specific to the Institutional Offering" and "Terms specific to the Public Offering". The section "Instructions to investors" in the Initial Public Offering contains instructions regarding subscription of the Shares. The instructions do not form a part of the terms and conditions of the Initial Public Offering. Pohjola Bank Plc will act as the lead manager in the Initial Public Offering (the "Lead Manager"). The Share Issue The Company's Extraordinary General Meeting held on 28 May 2015 authorised the Company's Board of Directors to decide through one or several resolutions on issuing a maximum of 9,000,000 shares in one or several share issues. The authorisation gives a right to deviate from the pre-emptive right of the shareholders. The Company's Board of Directors resolved on 3 June 2015 on a share issue comprising a maximum of 3,050,937 Shares in deviation from the pre-emptive right of the shareholders in order to broaden the Company's ownership base and to strengthen its capital structure. Broader ownership base enables the Company to apply for listing its shares for trading on NASDAQ Helsinki Oy (the "Helsinki Stock Exchange"). In addition, the Sentica Partner's shareholder loan conversion and its subscription commitment described in the section "Subscription commitments" facilitate the execution of the Initial Public Offering and make it possible for the Company to achieve more favourable terms for external financing and lower financing costs. On these grounds, the Company's Board of Directors considers that weighty financial reasons exist for deviating from the pre- emptive subscription right of the shareholders. The subscription price paid to the Company for approved subscriptions will be recorded in full in the fund of invested unrestricted equity. Consequently, the share capital of the Company will not be increased in connection with the Offering. The Shares are offered for subscription to institutional investors in Finland and internationally, and to private persons and organizations in Finland. The Shares represent a maximum of approximately 244 percent of the Company's shares and voting rights attached to them before the Initial Public Offering and a maximun of approximately 70.9 percent after the Initial Public Offering, assuming that the Initial Public Offering are fully subscribed for. Over-allotment option In addition to the above, the Company has undertaken to issue to the Lead Manager at the Subscription Price defined below a maximum of 222,222 Shares in the Company for the sole purpose to cover any oversubscription situations within 30 days from the commencement of trading on the Helsinki Stock Exchange, i.e. on or about 25 June 2015- 24 July 2015 (the "Over-allotment Option"). Unless otherwise specified or clear from the context, information on the Shares also concerns any Shares subscribed on the basis of the Over-allotment Option. Shares included in the Over-allotment Option represent a maximum of approximately 17.8 percent of all the Shares in the Company and voting rights attached to them before the Offering and a maximum of approximately 4.9 percent after the Initial Public Offering, provided that all the Offer Shares are subscribed for and the Over-allotment Option is exercised in full. The Company's Board of Directors shall resolve on the issue of Shares for the Over-allotment Option based on the General Meeting's authorisation to issue shares no later than 24 July 2015. Stabilization In connection with the Initial Public Offering, the Lead Manager may within 30 days from commencement of trading in the Shares on the main list of the Helsinki Stock Exchange, i.e. on or about 25 June 2015 - 24 July 2015, engage in measures with a view to stabilise or support the market price of the shares in the Company at a level that might otherwise not prevail on an open market. The Lead Manager may decide to allocate shares in a larger amount than the amount of the Offer Shares, which would create a short position. The short selling is covered since the short position cannot exceed the number of shares that may be subscribed on the basis of the Over-allotment Option. The Lead Manager may close this short selling by exercising the Over-allotment Option or by purchasing shares on the open market. In determining the acquisition method for the Shares, the Lead Manager considers, among others, the market price of the shares as compared to the price based on the Over-allotment Option. In connection with the Initial Public Offering, the Lead Manager may also purchase shares on the market or make purchase offer of the shares to stabilise the share price. These measures may increase or support the market price of the shares as compared to price levels that would be achieved independently on the market, or prevent or delay a decrease in the market price of the shares. However, stabilization measures may not be conducted at a higher price than the final Subscription Price in the Offering. Such stabilising activities, if commenced, may be discontinued at any time, and they will be brought to an end at the latest 30 calendar days after the first day of trading on the Helsinki Stock Exchange. Any stabilization activities will be conducted in accordance with the European Commission (EC) Regulation No 2273/2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards of exemptions for buy-back programmes and stabilization of financial instruments. The Lead Manager is not obliged to carry out these activities and it may discontinue them any time. The Lead Manager may agree with the Shareholder Loan Creditors on share loan agreement concerning stabilization. According to the share loan agreement, the Lead Manager may borrow Shares an amount corresponding to the Over-allotment option to cover possible over allocations in the Initial Public Offering. If the Lead Manager borrows shares, it must return the corresponding amount of shares to the Shareholder Loan Creditors. Subscription Price and decisions on the Initial Public Offering The subscription price range of the Offer Shares is preliminary EUR 9.00-11.00 per Share (the "Preliminary Subscription Price"). The Preliminary Subscription Price may be amended during the subscription period. In the Institutional Offering, the final subscription price of the Offer Shares (the "Subscription Price") is determined as described in the section "Terms specific to the Institutional Offering - Subscription Price". In the Public Offering, the final Subscription Price of the Offer Shares (the "Subscription Price") is determined as described in the section "Terms specific to the Public Offering - Subscription Price". If the Preliminary Subscription Price is changed or if the final Subscription Price is below or above the Preliminary Subscription Price, the Finnish language prospectus is supplemented and this is notified via a stock exchange release as well as at the internet sites ipo.kotipizzagroup.com and www.op.fi/merkinta. At the same time, investors who have submitted a subscription commitment in the Public Offering, are informed of their cancellation right. Subscription commitments submitted by investors prior to the publication of the Offering Circular supplement have a right to cancel their subscription commitments within two (2) banking days after the Offering Circular supplement was published. See also the sections "Supplementing the Offering Circular and the right to cancel a subscription commitment" and "Specific Terms to the Public Offering - Subscription Price". The final Subscription Price in the Institutional Offering and in the Public Offering, the number of Offer Shares and their allocation between the Institutional Offering and the Public Offering as well as approval of subscription commitments and subscription offers, either partially or in full, shall be decided by the Company's Board of Directors on or about 22 June 2015. The Company will announce the results of the Initial Public Offering through a stock exchange release on or about 22 June 2015. Supplementing the Finnish language prospectus and the right to cancel a subscription commitment All submitted subscription commitments are binding and therefore cannot be changed or cancelled, except for in certain circumstances defined in the Securities Markets Act (746/2012, as amended). According to the Securities Markets Act, the Finnish language prospectus is required to be supplemented in certain situations, such as due to such errors or omissions or material new information, which relates to the information presented in the Offering Circular and might be of material importance to investors. If the Finnish language prospectus is supplemented, investors who have undertaken to purchase or subscribe for securities before the publication of the correction or supplement of the Finnish language prospectus, have the right to cancel their subscriptions within a prescribed time, which is at least two (2) banking days from the publication of the correction or supplement. The use of cancellation right requires that the error, omission or material new information has come out prior to the delivery of the securities to the investors. A possible cancellation must cover the total number of shares in the subscription commitment. If the Finnish language prospectus is supplemented or corrected, this is notified through a stock exchange release and at the internet sites ipo.kotipizzagroup.com and www.op.fi/merkinta. At the same time, the investors are notified of their right to cancel subscription commitments. Procedure for cancelling a subscription commitment If an investor wishes to cancel a subscription, according to above described cancellation right based on supplementing the Offering Circulation, cancellation of the subscription commitment shall be notified in writing at the subscription place, where the subscription commitment was submitted. The cancellation of the subscription commitment cannot, however, be applied through OP Financial Group's internet service, but at another subscription place. Any cancellation covers the subscription commitment in full. If a subscription commitment is cancelled, the subscription place returns the paid subscription reservation payment to the bank account specified in the subscription commitment. The funds are returned as soon as possible after the cancellation, approximately within three (3) banking days after applying for cancellation at the subscription place. If the bank account is in another financial institution than the subscription place, the refund is paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately two (2) banking days later. No interest will be paid on such refunds. Subscription commitments The Company's major shareholders, Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky (together the "Shareholder Loan Creditors") that are the creditors in the shareholder loan included in the Company's present liabilities and intended to be repaid, have prior to the commencement of the subscription period committed to subscribe for the Company's Shares in the Offering in a total value of EUR 7,458,449.82 and to settle the subscription price by converting their shareholder loan receivable (including accrued interest by 24 June 2015) in the same amount to the Company's Shares with the Company's consent (the "Shareholder Loan Conversion"). The Shareholder Loan Conversion will be effected using the valuation based on the final Subscription Price as a part of the Institutional Offering so that the Shareholder Loan Creditors settle the subscription price by converting their shareholder loan receivable to the Company's Shares with the Company's consent. In addition to the Shareholder Loan Conversion, Sentica Buyout III Ky and Sentica Buyout III Co-Investment Ky have committed to subscribe for the Company's Shares in the Institutional Offering in a total value of EUR 5,000,000.00 ("Sentica's Subscription Commitment"). Sentica's Subscription Commitment will be effected at the final Subscription Price. The Shareholder Loan Conversion and Sentica's Subscription Commitment correspond in total to approximately 45.4 percent of the entire Share issue calculated with the lower limit of Preliminary Subscription Price of EUR 9.00 and approximately 37.1 percent of the entire Share issue calculated with upper limit of Preliminary Subscription Price of EUR 11.00. Restrictions on the right of disposal of the Shares (Lock-up) The Company and the Shareholder Loan Creditors have agreed with the Lead Manager that the Company, the Shareholder Loan Creditors or anyone acting on behalf of them, during a time period commencing on 4 June 2015 and ending 180 days after the Listing, without a prior written consent of the Lead Manager not to issue into circulation, offer, pledge, sell, contract to sell, sell any option right or right to purchase, purchase any option right or a right to sell, grant any option right or warrant to purchase, lend or otherwise transfer or dispose of directly or indirectly any Shares in the Company or any securities convertible to shares, or enter into any swap or other agreement that transfers, in whole or in part, any of the financial consequences of ownership of the Shares regardless of whether the compensation of this kind of measure is a disposal of a Share or other security, performance in money or any other. The estrictions concerning issuance or borrowing of the shares are not applied to measures connected to the Initial Public Offering. The lock-up restriction is not applied to certain situations, such as measures related to the incentive plans offered to the Company's employees, as well as acquisitions. Right to cancel the offering The Company's Board of Directors is entitled to cancel the Offering at any time prior to its execution due to a material change in the market conditions, in the Company's financial position or in the Company's business. If the Company's Board of Directors decides to cancel the Offering, paid subscription reservation payments for the Offer Shares are refunded to the subscribers approximately three (3) banking days after such decision is made by the Board of Directors. If the investor's bank account is in another financial institution than the subscription place, the refund is paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately no more than two (2) banking days later. No interest will be paid on such refunds. Registration of the Shares to book-entry accounts An investor must have a book-entry account with a Finnish account operator, or with an account operator operating in Finland, and submit the number of the book-entry account when submitting a subscription commitment. The Offer Shares issued in the Public Offering and in the Institutional Offering are registered in the book-entry accounts of investors who have submitted an approved subscription on or about 25 June 2015. Shareholder rights The Shares produce shareholder rights after they have been paid and registered in the investor's book-entry account. The Shares produce the same rights as other shares in the Company, and they entitle to any future dividends after the Shares have been registered in the Trade Register maintained by the Finnish Patent and Registration Office on or about 24 June 2015. Each Share entitles to one vote in the Company's General Meeting. Listing of the Shares The Company's Shares have not been subject to trading at any regulated market or multilateral marketplace prior to the Offering. The Company will submit a listing application to the Helsinki Stock Exchange to admit the Shares for trading on the Official List maintained by the Helsinki Stock Exchange. Trading in the Shares is expected to commence on the Official List on or about 25 June 2015. The trading code of the Shares is PIZZA and the ISIN code is FI4000157235. Number of Shares The number of the Company's Shares immediately prior to the Initial Public Offering and Shareholder Loan Conversion is 1,251,201. The number of the Company's Shares immediately after the execution of the Initial Public Offering is 4,302,138 provided that all the Shares are subscribed for. If the Over- allotment Option is exercised in full, the number of the Company's Shares is 4,524,360 after the exercise of the Over-allotment Option. Information The documents pursuant to Chapter 5, Section 21 of the Limited Liability Companies Act are available from the beginning of the subscription period at the Company's headquarters at the address Hermannin Rantatie 8, FI-00580 Helsinki, Finland. Governing law The Initial Public Offering and the Offer Shares are governed by the laws of Finland. Any disputes arising in connection with the Initial Public Offering are settled by a court of a competent jurisdiction in Finland. The Company and the Lead Manager have not undertaken any arrangements for a public offering of the Shares outside of Finland. The Offer Shares are not offered, directly or indirectly, for subscription or purchase in any country, where this would violate the legislation in force, or to persons, whose participation would require preparation of a new offer document or any actions other than required by the Finnish law. The legislation in some countries may set limitations for participation in the Offering. The Offer Shares are offered in the Institutional Offering to institutional investors outside the United States in accordance with Regulation S under the U.S. Securities Act. The Shares have not been registered, and they will not be registered under the U.S. Securities Act, and they cannot be offered or sold in the U.S. or to persons from the United States. For further information on restrictions on the offering of the Shares, see the section "Important information on the Offering Memorandum". The Company reserves a right to disqualify any subscription of the Shares, in case the Company or their representatives believe the subscription could lead to a violation or breach of legislation, regulation or an order. Other matters Other issues and practical matters relating to the Offering will be resolved by the Company's Board of Directors. For further information regarding the subscription of the Shares, see the section "Instructions to Investors". Terms specific to the Institutional Offering Offer Shares In the Institutional Offering, preliminarily 2,700,937 Shares are offered for subscription to institutional investors and to Shareholder Loan Creditors in Finland and in some other countries. The Offer Shares may be reallocated between the Institutional Offering and the Public Offering based on, among others, the distribution of demand between the Institutional Offering and the Public Offering. However, the minimum number of Shares offered in the Public Offering is 10 percent of all the Offer Shares, or if subscription commitments fall below this amount, of the total amount of the subscription commitments. In addition, the Company is committed to issue to the Lead Manager a maximum of 222,222 shares in the Company solely to cover any oversubscription situation (the Over-allotment Option). Right to participate An investor, whose subscription commitment includes at least 12,000 Shares, may participate in the Institutional Offering. Natural persons or estates of deceased may not subscribe for the Offer Shares in the Institutional Offering, with the exception of asset managers acting on behalf and for the natural persons or estates. The Lead Manager may disqualify a subscription commitment either partially or in full, if the subscription commitment is not made in accordance with the terms and conditions herein. Subscription period The subscription period for the Institutional Offering will commence on 5 June 2015 at 9.00 a.m. (Finnish time) and end on 17 June 2015 at 4.30 p.m. (Finnish time). In the event of oversubscription, the Company's Board of Directors is entitled to discontinue the Institutional Offering. The Institutional Offering can be discontinued at the earliest on 12 June 2015 at 4.30 p.m. (Finnish time). The Company's Board of Directors is entitled to extend the subscription period of the Institutional Offering. Any extension of the subscription period will be communicated by a stock exchange release indicating the new end date for the subscription period. The subscription period of the Institutional Offering will end in any case at the latest on 24 June 2015 at 4.30 p.m. (Finnish time). The Company's Board of Directors may decide to extend or not to extend the subscription period of the Institutional Offering or the Public Offering independently of each other. A stock exchange release concerning the extension of the subscription period of the Institutional Offering shall be released at the latest on the above mentioned estimated end date of the Institutional Offering. Subscription Price The Preliminary Subscription Price for the Offer Shares is EUR 9.00 - 11.00 per Share. The final Subscription Price for the Offer Shares will be decided in a book building procedure, where the Company's Board of Directors shall decide the Subscription Price on the basis of the subscription offers submitted by institutional investors during the subscription period. The Subscription Price may be below or above the Preliminary Subscription Price. The Subscription Price will be decided and communicated on or about 22 June 2015. Subscription places In the Institutional Offer, institutional investors may submit their subscription commitments to the Investment Banking in Pohjola Bank plc. Payment for the Shares Institutional investors shall pay for the Offer Shares corresponding to their accepted subscription offers in accordance with the instructions issued by the Lead Manager so that the payment is on the account of the Lead Manager on or about 24 June 2015 at 10.00 a.m. the latest. The Lead Manager has the right, in accordance with the duty of care set for securities intermediaries, upon receipt of a subscription offer or before its approval, to request as necessary the subscriber to give proof of its ability to pay for the Offer Shares corresponding to the subscription offer or to require an advance payment corresponding the subscription offer. In this case, the amount payable is the highest Preliminary Subscription Price multiplied by the number of Offer Shares in the subscription offer. If the Preliminary Subscription Price is amended, the highest price per Offer Share of the new price range will be applied to subscription offers submitted thereafter. The number of shares in an investor's subscription offer that has been given prior to the change in the Preliminary Subscription Price shall be recalculated, unless the subscription offer is cancelled. No interest will be paid on possible refunds. Possible refunds will be paid on or about the third (3rd) banking day after the allocation of the Offer Shares, on or about 25 June 2015. Approval of the subscriptions The Company's Board of Directors is entitled to decide on the procedures to be applied in the event of an oversubscription or undersubscription. Subscriptions settled against the Shareholder Loans issued by the Shareholder Loan Creditors, and the subscriptions based on Sentica's Subscription Commitment and paid according to the terms and conditions will be approved in full, and Sentica's Subscription Commitment is given preference over other investors up to the amount of the commitment. Subscription offers may be accepted either partially or in full or they may be disqualified. A confirmation of the approved subscription commitments will be provided as soon as practically possible after the allocation of the Offer Shares, on or about 22 June 2015. Terms specific to the Public Offering Offer Shares In the Public Offering, preliminarily 350,000 Shares are offered for subscription to private persons and organizations in Finland. The number of shares offered in the Public Offering is preliminary and the final number of shares offered may differ from this. The Offer Shares may be allocated between the Institutional Offering and the Public Offering based on, among others, distribution of demand between the Institutional Offering and the Public Offering. However, in the Public Offering the minimum number of Shares is 10 percent of all the Offer Shares, or if subscription commitments fall below this amount, of the total amount of the subscription commitments. Right to participate The Shares are offered for subscription to private persons and organizations in Finland. Investors whose registered address or residence is in an EEA Member State and who submit their subscription commitments in Finland may participate in the Public Offering. The Lead Manager may disqualify a subscription commitment either partially or in full, if the subscription commitment is not submitted in accordance with the terms and conditions herein or with more precise terms and conditions provided by the subscription place. Minimum and maximum subscription In the Public Offering, a subscription commitment must concern at minimum 100 Offer Shares and at maximum 11,999 Offer Shares. If an investor submits several subscription commitments at one or more subscription places, they are combined into one commitment and the above maximum limit shall be applied thereto. Subscription commitments made in the Public Offering are binding and therefore cannot be changed or cancelled, except for in certain circumstances specified in the general terms of the Initial Public Offering. Subscription period The subscription period of the Public Offering will commence on 5 June 2015 at 9:00 a.m. (Finnish time) and end on 17 June 2015 at 4.30 p.m. (Finnish time). In the event of an oversubscription, Company's Board of Directors is entitled to discontinue the Public Offering. The Public Offering may be discontinued at the earliest on 12 June 2015 at 4:30 p.m. The Company's Board of Directors is entitled to extend the subscription period of the Public Offering. Any extension of the subscription period shall be communicated by a stock exchange release indicating the new end date for the subscription period. The subscription period of the Public Offering will end in any case at the latest on 24 June 2015 at 4.30 p.m. (Finnish time). The Company's Board of Directors may decide to extend or not to extend the subscription period of the Institutional Offering or the Public Offering independently of each other.  A stock exchange release concerning the extension of the subscription period of the Public Offering must be released at the latest on the above mentioned estimated end date of the Public Offering. Subscription Price The Preliminary Subscription Price for the Offer Shares is EUR 9.00 - 11.00 per Share. The final Subscription Price for the Offer Shares will be decided in a book building procedure, where the Company's Board of Directors shall decide the Subscription Price on the basis of the subscription offers submitted by institutional investors during the subscription period. In the Public Offering, the Subscription Price is the same as in the Institutional Offering, however it may not exceed the upper limit of the Preliminary Subscription Price. The Subscription Price shall be decided and communicated on or about 22 June 2015. Procedure for changing the Preliminary Subscription Price and the Definition of the Subscription Price If the Preliminary Subscription Price is changed during the offer period, the change is communicated in a stock exchange release. If the upper limit of the Preliminary Subscription Price increases or the lower limit decreases due to the change, the Offering Circular shall be amended and the amendment shall be published in a stock exchange release. If the upper limit of the Preliminary Subscription Price is increased or the lower limit is decreased due to the change or if the final Subscription price differs from the Preliminary Subscription Price, investors who have submitted their subscription commitments in the Public Offering prior to the change in the Preliminary Subscription Price or the publication of the Subscription Price differing from the Preliminary Subscription Price, may cancel their subscription commitments within at least two (2) banking days after the publication of the new price range or the Subscription price differing from the Preliminary Subscription Price In case a subscription commitment in the Public Offer is not cancelled, any excess amounts paid are refunded to the bank account specified in the subscription commitment. See "Terms specific to the Public Offering - Refunding a subscription reservation payment". If the Preliminary Subscription Price is increased, this has no impact on the subscription commitments in the Public Offering, as commitments submitted in Public Offering are effected using the upper limit of original Preliminary Subscription Price. If the Preliminary Subscription Price is decreased and a subscription commitment is not cancelled in accordance with section "General terms of the Offering - Procedure for changing the Preliminary Subscription Price or deviating from it and cancelling a subscription commitment", the number of shares in the subscription commitment remains unchanged. If the final Subscription Price in the Public Offering is within the Preliminary Subscription Price but below the upper limit of the Preliminary Subscription Price, the excess amounts will be refunded in accordance to the section "- Refunding a subscription reservation payment". If the final Subscription Price in the Public Offering is above the upper limit of the Preliminary Subscription Price, this has no impact on the subscription commitments in the Public Offering, as in this case the Subscription Price in Public Offering equals to the upper limit Preliminary Subscription Price. If the final Subscription Price in the Public Offering is below the lower limit of the Preliminary Subscription Price and the subscription commitment is not cancelled according to the section "General terms of the Offering - Procedure for changing the Preliminary Subscription Price or deviating from it and cancelling a subscription commitment", the number of shares specified in the investor's subscription commitment is recalculated so that the new number of shares multiplied with the final Subscription Price, differing from the Preliminary Subscription Price, equals to the subscription reservation payment. If the new number of shares is not a round figure, the number of shares is rounded downwards and excess funds are refunded in accordance with the section "- Refunding a subscription reservation payment". Subscription places and submitting a subscription commitment In the Public Offering, subscription commitments are received in the following subscription places: * Co-operative banks in the OP Financial Group and the branches of Helsinki OP Bank Plc during their respective opening hours * OP Customer Service Line +358 100 0500 (in Finnish). Customers may submit Subscription Commitments by phone provided that they have a personal net banking agreement with OP Financial Group and the net bank codes required for identification on the phone service. * For private persons, OP-Pohjola Group's internet service www.op.fi/merkinta. In order to submit a subscription commitment in the internet service, a customer of OP-Pohjola Group needs to have personal net bank codes for OP- Pohjola Group's net bank. Other private persons may also submit a subscription commitment in OP-Pohjola Group's internet service www.op.fi/merkinta, provided that they have personal net bank codes for Aktia, Danske Bank, Handelsbanken, Nordea, POP Pankki, S-Pankki or Säästöpankki. A person submitting a subscription commitment should check his/her daily limit in the bank where he/she has a bank account. If the subscription commitment exceeds the daily limit, the subscription commitment cannot be submitted in the internet service. The subscription payment shall be paid from a bank account in the name of the person submitting the subscription commitment. Organizations, estates of deceased, or incompetent persons may not submit a subscription commitment in the internet service, and they should submit their subscriptions in the bank branches. A subscription commitment is deemed to be submitted when the investor has submitted a signed subscription form according to the instructions given by the subscription place and paid for the subscription according to the subscription commitment. More detailed instructions given by the subscription place shall be followed when making a subscription commitment. A subscription commitment submitted in the Public Offering is binding and it cannot be changed and it may be cancelled only in situations specified in the section "Terms and conditions of the Offering - Cancelling a subscription commitment". A subscription commitment submitted in OP-Pohjola Group's internet service is deemed to be submitted when the investor has submitted a subscription commitment according to the terms and conditions of OP-Pohjola Group's internet service. Payment for Shares The Shares are paid by paying a subscription reservation payment when submitting a subscription commitment. The subscription reservation payment per Share is the upper limit of the Preliminary Subscription Price. If the subscription commitment is submitted in a co-operative bank belonging to OP Financial Group or Helsinki OP Bank Plc branch, the investor's account in OP Financial Group is debited directly or the investor can settle the payment for Shares in cash or by cheque. If the subscription commitment is submitted in OP Customer Service Line +358 100 0500, the investor's account in OP Financial Group is debited. If the subscription commitment is submitted in the OP Group's internet service, the investor's account is debited when the investor confirms the payment of the subscription commitment with his/her net bank codes. If the subscription commitment is submitted in the internet service, the investor must pay it immediately after submitting the subscription commitment according to the terms and conditions of OP-Pohjola Group's internet service. The subscription payment shall be paid from an account in the name of the subscriber submitting the subscription. Refunding a subscription reservation payment If a subscription commitment is disqualified in full or approved only partially, the final Subscription Price for the Offer Shares in Public Offering is within the Preliminary Subscription Price but below the upper limit of the Preliminary Subscription Price, or if the new number of shares in a subscription commitment is not a round number as described in the section "- Subscription Price", the subscription reservation payment or a relevant part thereof will be refunded to the investor to the bank account specified in the subscription commitment in Finland on or about 25 June 2015. If the bank account is in another financial institution than the subscription place, the refund will be paid to a Finnish bank account in accordance with the payment schedule of the financial institutions, approximately two (2) banking days later. No interest will be paid on such refunds. Refunding a subscription reservation payment in the event of cancellation of the subscription commitment is described in the section "General terms of the Initial Public Offering - Supplementing the Finnish language prospectus and the right to cancel a subscription commitment". Refunding of the subscription reservation payment in the event of cancellation of the Initial Public Offering is described in the section "General terms of the Initial Public Offering - Right to cancel the Offering". Approval of subscriptions The Company's Board of Directors will decide on the procedures to be applied in the event of oversubscription or undersubscription. The subscription commitments may be accepted either partially or in full or they may be rejected. The Company intends to accept the subscription commitments in full for up to 100 Offer Shares per investor. In the event of oversubscription in the Initial Public Offering, the minimum amount above will be allocated to as many investors as possible that have submitted the subscription commitment. A confirmation of the approved subscription commitments will be provided to the investors on or about 24 June 2015. Kotipizza Group Oyj Announces the Preliminary Subscription Price: http://hugin.info/160462/R/1926473/691343.pdf This announcement is distributed by GlobeNewswire on behalf of GlobeNewswire clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Kotipizza Group Oyj via GlobeNewswire [HUG#1926473]