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2015-05-22

Pihlajalinna Oy: Pihlajalinna announces the preliminary price range for its planned initial public offering

PIHLAJALINNA OY COMPANY RELEASE 22 MAY 2015, 1.30 p.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, HONGKONG, JAPAN, SINGAPORE, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL.

Pihlajalinna announces the preliminary price range for its planned initial
public offering

Pihlajalinna Oy ("Pihlajalinna" or "the Company"), one of the leading private
social and healthcare service providers in Finland, announces the price range
for the share issue and sale related to the planned initial public offering
(the "Initial Public Offering" or the "IPO") of its shares. The Company
announced on 4 May 2015 that it is planning an initial public offering on the
Official List of NASDAQ OMX Helsinki Ltd ("Nasdaq Helsinki"). With the
authorisation given by the Extraordinary General Meeting of the Company today
on 22 May 2015, the Company's Board of Directors has decided on the Initial
Public Offering and the making of the listing application.

The IPO in brief

* The preliminary price range in the IPO is EUR 9.00-10.75 per share (the
"Preliminary Price Range").
* In the planned IPO: * The Company offers for subscription (the "Share
Issue") and certain shareholders of the Company (the "Sellers") offer for
purchase (the "Share sale") preliminarily a maximum of 7,607,076 Company
Shares (the "Shares"). * The Company offers a maximum of 6,666,667 newly
issued Shares (the "Issue Shares") for subscription. The Company aims to
generate gross proceeds of approximately EUR 60 million through the Share
Issue. To achieve this goal, it may change the number of shares offered in
the Share Issue within the limits of these terms and conditions. * The
Sellers offer a maximum of 940,409 existing Shares for purchase (the "Sale
Shares", the Issue Shares together with the Sale Shares referred to as the
"Offer Shares"). * A maximum of 500,000 Shares are preliminarily offered to
private individuals and organisations in Finland (the "Public Offering")
and preliminarily a maximum of 7,107,076 Shares are offered to Finnish and
international institutional investors (the "Institutional Offering") . *
Sentica BuyOut III Ky and Sentica BuyOut III Co-Investment Ky (together,
the "Institutional Sellers") and Danske Bank A/S, Helsinki Branch (the
"Lead Manager") may agree that the Lead Manager will have the right to
subscribe for a maximum of 978,000 additional Shares to cover
over-allotment (the "Over-Allotment Option"). The over-allotment option
shares correspond to approximately 7 per cent of the Shares and votes
before the Initial Public Offering and approximately 5 per cent after the
Initial Public Offering, assuming that all Issue Shares preliminarily
offered for subscription and purchase are subscribed for. * LähiTapiola
Keskinäinen Vakuutusyhtiö as well as LähiTapiola Keskinäinen
Henkivakuutusyhtiö have provided subscription undertakings according to
which they undertake, subject to certain conditions, to subscribe for Offer
Shares at least in the amount of 6.3 million euros.
* The Preliminary Price Range implies a market capitalisation of the Company
of approximately EUR 181-204 million.
* Based on the Preliminary Price Range, and assuming that Issue Shares
corresponding to gross proceeds of EUR 60 million are subscribed for in the
Share Issue, that the maximum amount of Sale Shares are sold in the Share
Sale, and that the Over-Allotment Option is exercised in full, the IPO is
valued at approximately EUR 77-81 million
* Assuming that all Issue Shares are subscribed for in the Share Issue, the
number of the Company's Shares can increase to a maximum of 20,065,527
shares.
* The subscription period for the Public Offering will commence on 25 May
2015 at 10:00am EET and end at the latest on 2 June 2015 at 4:00pm EET.
* The subscription period for the Institutional Offering will commence on 25
May 2015 at 10:00am EET and end at the latest on 4 June 2015 at 12:00pm
EET.
* The first day of trading on the pre-list of Nasdaq Helsinki is expected to
be 5 June 2015 and the shares will trade under the symbol "PIHLIS".

Mikko Wirén, CEO of Pihlajalinna:

"The listing will support our growth strategy and further increase the
Company's recognition. The IPO would give us the opportunity to continue
expanding our operations as a long-term domestic social and healthcare
services provider also in the future. I believe that we have good
prerequisites to continue the profitable growth, in line with our strategy,
to become a leading nationwide social and healthcare service providers, and
simultaneously ensure that high quality healthcare services are at the reach
of every Finnish citizen also in the future."

Mika Uotila, Chairman of Pihlajalinna's Board of Directors and Managing
Director of Sentica Partners:

"We firmly believe in the Company's future, and thus will remain a significant
shareholder of the Company also after the listing.
The Company's operations are based on an attractive market, high quality
services and innovative service provision models, and we believe that the IPO
supports the company's target to become a leading nationwide social and
healthcare service provider in Finland. We are proud of the Company's success
and wish to offer new shareholders of Pihlajalinna the chance to be part of
the Company's development going forward."

Background and reasons for the IPO

Pihlajalinna is one of the leading private social and healthcare services
providers in Finland. The Company provides social and healthcare services for
households, companies, insurance companies and public sector entities in
private clinics, health centres, dental clinics, hospitals and care homes
around Finland.

The Pihlajalinna Group has experienced strong growth throughout its history,
and its goal is to grow profitably into a leading nationwide healthcare and
social care operator in Finland. As a part of its growth strategy, the
Company aims to grow to become a nationwide provider of private clinic and
occupational healthcare services with particular focus on university cities
and significant regional centres. In primary healthcare and social care
services the goal is to carefully expand and strengthen market share in
selected geographical areas. The Company's goal of growing into a leading
nationwide healthcare and social operator requires investments in the
development of operations.

The Company's management estimates that the proceeds received from the Initial
Public Offering ensure a sufficient share of own funding for Pihlajalinna to
finance the Company's most important strategic growth initiatives in the
future. The proceeds from the IPO are indented to be used for strengthening
the Company's balance sheet by repaying the Company's bank loans, carrying
out significant acquisitions and establishing new units to implement the
Company's growth strategy.

The public listing of the shares is expected to improve the Company's ability
to use its own shares for funding strategic acquisitions. In addition, the
public listing is expected to improve awareness of the Company among the
present and potential customers, cooperation partners and employees. Improved
awareness supports the Company's business both in the private and public
sector. Private persons tend to prefer the services of well-known operators,
and the public sector is more eager to sign cooperation agreements with large
and financially solid companies. The Initial Public Offering widens
Pihlajalinna's ownership base with both domestic and international investors,
and increases the relative amount of shareholders who are independent of the
Company, thus supporting free market price formation for the Share.
Furthermore, the Offering provides the present shareholders with an
opportunity to trade their shares on market terms.

About the IPO

In the Initial Public Offering, the Company and the Sellers offer
preliminarily a maximum of 7,607,076 Shares for subscription and purchase, of
which (i) a maximum of 500,000 Shares are preliminarily offered to private
individuals and organisations in Finland, and (ii) 7,107,076 Shares are
offered to Finnish and international institutional investors.

The Preliminary Price Range in the IPO is EUR 9.00-10.75 per share. The final
subscription price ("the Final Subscription Price") for the Shares will be
decided after the subscription period on or about 4 June 2015. The Final
Subscription Price may be above or below the Preliminary Price Range
provided, however, that in the Public Offering, the Final Subscription Price
cannot be higher than the maximum price of the Preliminary Price Range, i.e.
EUR 10.75 per Share.

In the event of an oversubscription, the Institutional Sellers and the Lead
Manager may agree that the Institutional Sellers grant Danske Bank an
over-allotment option exercisable within 30 days from the publication of the
Subscription Price, to purchase for or to procure purchasers for up to
978,000 additional Shares, that correspond to approximately 7 per cent of the
Shares and votes before the Initial Public Offering and approximately 5 per
cent after the Initial Public Offering, assuming that all Issue Shares
preliminarily offered in the Initial Public Offering are fully subscribed for
(the "Over-Allotment Option").

Danske Bank A/S, Helsinki Branch is acting as Lead Manager in the IPO.

Preliminary timetable of the Initial Public offering and listing (all times
are Finnish time)

----------------------------------------------------------------------------------------------------
| * Expected approval of prospectus (on or about): 22 May 2015 |
| * Subscription period for the Institutional Offering will commence: 25 May 2015 at 10:00 a.m. |
| * Subscription period for the Public Offering will commence: 25 May 2015 at 10:00 a.m. |
| * Share Offering and Share Sale may be discontinued not earlier than: 1 June 2015 at 4:00 p.m. |
| * The subscription period for the Public Offering will end: 2 June 2015 at 4:00 p.m. |
| * Listing application expected to be submitted to Nasdaq Helsinki: 3 June 2015 |
| * The subscription period for the Institutional Offering will end: 4 June 2015 at 12:00 p.m. |
| * Announcement of the Final Subscription Price (estimate): 4 June 2015 |
| * First day of trading (estimate): 5 June 2015 |
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Listing

Before the listing, the Shares have not been subject to trading on a regulated
market. The Company will make an application for the Shares to be listed on
the off...

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