Triton Fund V L.P. managed by Triton made an offer to acquire Caverion Oyj (HLSE:CAV1V) for €1.1 billion on January 10, 2023. The offer per share is €8. As of February 24, 2023, the offer has been revised to €8.95. The Offeror has secured necessary equity and debt financing to finance the Tender Offer at completion in accordance with its terms, including the payment of the Interest Component, if any, as well as subsequent mandatory redemption proceedings, if any, in accordance with the Finnish Companies Act (624/2006, as amended, the "Finnish Companies Act"). The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing. As of January 12, 2023 Triton has acquired in total 13,647,263 Shares amounting to approximately 9.9% from open market. The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror's announcement of the final result of the Tender Offer including, among others, obtaining merger control clearance and all other necessary regulatory approvals, and the Offeror having gained control of more than 90 percent of the Shares and votes in Caverion. As of March 7, 2023, the transaction has been approved by the Finnish Financial Supervisory Authority. On March 9, 2023, Triton board announced that it has agreed on additional conditional share purchases of Caverion shares and that upon closing of such purchases, Triton would become the largest owner assuming current ownership structure. Offeror's total shareholding in Caverion to approximately 22.8 percent of all outstanding shares (excluding treasury shares) . Crayfish BidCo Oy has announced an improved competing tender offer with an offer consideration of €8.95 per Share and North Holdings has not matched or exceeded the consideration offered in said improved competing tender offer, the understanding of the Board of Directors of Caverion is that the Irrevocables have seized to be in effect. The Offeror has initiated the process for obtaining a partial referral of the case to Finland, expects to file the final referral request with the European Commission imminently and continues the pre-notification discussions relating to the substantive merger control filings with the competent competition authorities. On 23 March 2023 Triton lowered the acceptance condition in its offer from 90% to 66 2/3% (such announcement by Triton attached as Appendix 1 to this release). The lowered acceptance condition in the Triton Offer means that the Consortium Shareholders are not able to prevent the acceptance condition in the Triton Offer from being fulfilled, based on their current shareholdings. The Annual General Meeting approved the proposal of the Board of Directors according to which a dividend of €0.20 per share will be paid from the distributable funds of the Company for the financial year 2022. The dividend will be paid to shareholders who on the record date of the dividend payment March 29, 2023 are recorded in the shareholder register maintained by Euroclear Finland Oy. The Board of Directors of Caverion had decided on a directed share issue without payment to make reward payments under the Company's Performance Share Plan and Restricted Share Plan and that the relevant share reward payments had been made, respectively and expects to withdraw its recommendation for the competing tender offer by North Holdings 3 Oy and instead recommend the Offeror's Tender Offer, unless North Holdings 3 Oy presents an offer that is at least equally favorable to the shareholders of Caverion as the Offeror's Tender Offer no later than on April 4, 2023.The Board of Directors of Caverion (the “CaverionBoard”) has unanimously decided to recommend that the holders of the Shares accept the Triton Offer and to withdraw its recommendation for the competing pending voluntary public tender offer for all the Shares by North Holdings 3 Oy, an acquisition vehicle controlled by the consortium led by funds managed or advised by Bain Capital Private Equity (Europe), LLP. Based on currently available information, the Tender Offer is expected to be completed during the third or fourth quarter of 2023. The tender offer will commence on March 8, 2023 and expire on May 17, 2023. In all, the Offeror does not anticipate any material substantive issues with respect to obtaining merger control clearance and continues to expect that it will complete the Tender Offer in the third or fourth quarter of 2023, if merger control clearance is not received earlier. Transaction expects that the offer could likely be completed between October 2023 and February 2024. As of May 17, 2023, the Offeror has decided to extend the Offer Period to expire on July 31, 2023. As of June 16, 2023, Offeror completed the share purchase in Caverion to approximately 29.9% of all outstanding shares (excluding treasury shares). The transaction has been approved by the foreign direct investment control in Austria. Continues to expect that it will obtain clearance and complete the Tender Offer in the third or fourth quarter of 2023.

The Offeror has appointed Danske Bank A/S, Finland Branch as financial adviser and arranger and Deutsche Bank Aktiengesellschaft as financial adviser and Avance Attorneys Ltd as legal adviser in connection with the Tender Offer. Bank of America Europe DAC, Stockholm branch and Asianajotoimisto Castrén & Snellman Oy acted as financial and legal advisor to Caverion. Tekir Oy is acting as communications adviser to the Offeror. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor, Patrik Bjorklund, Alek Naidenov and Thomas Waller of Linklaters LLP acted as a legal advisors to Triton.