Silmäasema is planning an initial public offering and listing on the Nasdaq Helsinki Main List

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Silmäasema Oyj ("Silmäasema" or "the Company") is planning an initial public offering ("IPO") and listing of its shares on the Nasdaq Helsinki Oy ("Nasdaq Helsinki") Main List.

Silmäasema is a Finnish company, which offers all products and services for optical retail and eye healthcare nationwide. In 2016, Silmäasema Group's net sales were 101.3 million euros and grew 8.6 percent from 2015. Silmäasema's target is to be the market leader in optical retail and eye healthcare related clinic operations, including cataract and refractive surgeries.

The objective of the contemplated IPO is to support Silmäasema's growth strategy, strengthen its capital structure and improve Silmäasema's awareness in the public as well as with co-operation partners and as an employer. The IPO would enable the Company to access capital markets, expand its ownership base and improve the liquidity of the Company's shares. Through the listing, the Company's shares could also be used as remuneration for Silmäasema's employees and management.

The IPO is expected to consist of both a share sale and primary offering by the Company. In connection with the IPO, the objective is to raise around 35 million euros of new equity, which would be used to support Silmäasema's growth strategy and strengthen the capital structure.

CEO Pasi Kohmo:

"Silmäasema is the only player in its field in Finland, which offers all optical retail and eye healthcare related products and services under one roof. Through our wide product and services offering, we can always offer the most suitable solution for customers. During the last five years, we have expanded our network and grown our net sales and market share strongly. We have also been able to improve our profitability. Silmäasema is now the second largest optical retail chain in Finland and the largest private eye clinic measured in eye surgeries, and our target is to be the market leader in optical retail and eye healthcare related clinic operations, including cataract and refractive surgeries. We plan to continue to grow profitably and we believe an IPO would support the execution of our growth strategy."

Chairman of the Board Juha Saarinen:

"Silmäasema's management has developed the business systematically and strengthened Silmäasema's position as a unique player in the optical retail and eye healthcare market in Finland. At the same time, net sales have grown strongly and profitability has improved. Silmäasema is now ready for the next phase and we believe it is the right time to list the Company's shares and offer new shareholders an opportunity to be part of the Company's profitable growth story."

Silmäasema in brief

Silmäasema is a Finnish company, which offers all products and services for optical retail and eye healthcare nationwide. Silmäasema's management views it to be the largest private eye clinic provider offering eye surgeries and the second largest optical retail chain, according to NÄE ry, with 25.3 percent market share. Silmäasema's target is to the market leader in optical retail and eye healthcare related clinic operations, including cataract and refractive surgeries.

The Silmäasema chain has in total 148 optical retail stores in Finland; of which 125 are own stores and 23 entrepreneur driven stores, as well as 13 eye clinics. In addition, Silmäasema has eight optical retail stores in Estonia. The Silmäasema chain employs close to 1 000 eye healthcare professionals. In 2016, the Silmäasema chain conducted around 210 000 optician's eye examinations, 190 000 ophthalmologists appointments and over 15 000 cataract and refractive surgeries. Silmäasema's Group net sales were 101.3 million euros in 2016 and adjusted EBITDA was 12.0 million euros.

Silmäasema's strengths

Silmäasema's business is supported by the following key strengths:

• The Company operates in structurally attractive and growing optical retail and eye healthcare market
• Strong market position
• Well-functioning business model covering all optical retail and eye healthcare services
• Strong track record in growth and improving profitability
• Clear strategic path
• Experienced and capable management and skilled personnel

Silmäasema's strategy

Silmäasema's target is to be the market leader in optical retail and eye healthcare related clinic operations, including cataract and refractive surgeries. Silmäasema offers customers all optical retail and eye healthcare products and services through comprehensive network and online store.

Silmäasema's strategy includes expanding its store network, strengthening its like-for-like growth and increasing profitability. Silmäasema has a regularly updated network plan and structured approach to new store and eye clinic openings. Silmäasema targets growth in like-for-like sales by developing its offering, network concept and multi-channel approach as well as by utilising its business model, which aims to offer all optical retail and eye healthcare products and services. In addition, the optical retail and eye healthcare market is expected to grow, among others, with aging population. With growing volumes, Silmäasema has the opportunity to benefit from economies of scale and through increasing productivity further increase relative profitability.

Silmäasema's financial targets

The Board of Directors of the Company has established the following mid-term financial targets for Silmäasema:

• Net sales growth of 6-9 percent p.a. including acquisitions;
• Adjusted EBITDA margin above 15 percent;
• Net debt / adjusted EBITDA below 2.5 while maintaining an efficient capital structure; and
• Active dividend distribution policy tied to the results of the financial year and to the available growth investment opportunities

Silmäasema's financial performance and KPI's

Silmäasema's average net sales growth per annum (CAGR) has been 12.5 percent between 2012 and 2015^[1], and 8.6 percent from 2015 to 2016. Silmäasema expects its net sales to grow faster in 2017 than in the previous year and the adjusted EBITDA margin to improve. In 2016, Silmäasema's net sales were 101.3 million euros, adjusted EBITDA was 12.0 million euros and adjusted EBITDA margin 11.8 percent.

¹ Audited.

² Like-for-like growth refers to over 12 months open stores and clinics like-for-like net sales growth. Like-for-like net sales consists of net sales of stores and clinics that have been open for at least 12 months.

³ FAS EBITDA has been calculated by adding depreciations to FAS EBIT. Adjusted information is unaudited.

⁴ Adjusted EBIT refers to EBIT that has been adjusted for items affecting comparability for the financial periods ending 31.12.2016 and 31.12.2015. For the period ending, 31.12.2015 and 31.12.2014 adjusted EBIT has been calculated as FAS EBIT adjusted for items affecting comparability and, to increase comparability, for goodwill amortisations.

⁵ The Company has been founded 2.6.2014 and it acquired Silmäasema Optiikka Group in August 2014, thus the Company's Group financial reports from 2014 include Silmäasema's operative business only for four months.  To improve comparability, the chart presents Silmäasema Optiikka's profit and loss information for the full year 2014 instead of the Company's group profit and loss information. The acquisition had no impact on the operative business of Silmäasema.

Information on the contemplated IPO

The contemplated IPO is expected to consist of both a primary offering by the Company and a secondary offering, in which certain shareholders of the Company, including the largest shareholder Intera Fund II Ky, would sell shares. The Company and certain current shareholders would commit to customary lock up arrangements in connection with the IPO. Intera Fund II Ky would remain a significant shareholder after the IPO. The primary offering is expected to raise around 35 million of new equity, which would be used to support Silmäasema's growth strategy and strengthen the capital structure.

The objective of the contemplated IPO is to support Silmäasema's growth strategy, strengthen its capital structure and improve Silmäasema's awareness in the public as well as with co-operation partners and as an employer. The IPO would enable the Company to access capital markets, expand its ownership base and improve the liquidity of the Company's shares. Through the listing, the Company's shares could also be used as remuneration for Silmäasema's employees and management. Silmäasema is planning a personnel offering in connection with the contemplated IPO.

Nordea Bank Ab (publ) Finnish Branch is acting as financial adviser to the Company and would be the Global Coordinator and Bookrunner in the contemplated IPO ("Nordea" or "Global Coordinator") and OP Corporate Bank Oyj ("OP") would act as Bookrunner in the contemplated IPO (together with the Global Coordinator, "Joint Bookrunners").

Press event

Silmäasema will host a press event today, May 15th 2017, at 11.00, at the Helsinki Stock Exchange (Fabianinkatu 14, Helsinki).

Additional information

Pasi Kohmo, CEO, Silmäasema, +358 50 331 7015, pasi.kohmo@silmaasema.fi

Kati Räihä, Director, Marketing and Communications, Silmäasema, +358 50 416 6764, kati.raiha@silmaasema.fi

Juha Saarinen, Chairman of the Board, Silmäasema, juha.saarinen@silmaasema.fi

Disclaimer

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan.

These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Silmäasema Oyj (the "Company") does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The issue, exercise and/or sale of securities in the initial public offering are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company, Nordea Bank AB (publ), Finnish Branch ("Nordea") nor OP Corporate Bank plc ("OP") assume any responsibility in the event there is a violation by any person of such restrictions.

Nordea and OP are acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to its clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by Nordea or OP and neither Nordea nor OP accept liability for this information included in this announcement.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purposes of this paragraph, the expression an "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

These written materials do not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities referred to herein. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.