Musti Group Plc Inside Information 12 February, 2020, at 1:30 p.m. EET

NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO
THE
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RELEASE
WOULD BE UNLAWFUL.

The Board of Directors of Musti Group Plc (“Musti”
or “the Company”) announces
today, on 12 February 2020, together with Millan
Holding S.à.r.l ("EQT") the
completion of the Offering (as defined below). The
final subscription price per
Offer Share (as defined below) is EUR 8.75 per
share in the Institutional
Offering and the Public Offering (as defined below),
and 10 per cent lower in
the Personnel Offering (as defined below) being EUR
7.88 per share, which in
total corresponds to a market capitalization of the
Company of approximately EUR
293 million immediately following the Offering.
Demand in the Offering was
strong from both Finnish and international investors
and the Offering was
multiple times oversubscribed. Trading in the shares in
the Company (the
“Shares”) is expected to start on the Prelist of Nasdaq
Helsinki Ltd (“Nasdaq
Helsinki”) on or about 13 February 2020.

As part of the
Offering, Musti will issue 5,159,672 new shares in the Company
(the “New
Shares”) (the “Share Issue”), corresponding to approximately 15.4
percent of
the total number of outstanding Shares after the Offering. In
addition, EQT and
certain other existing shareholders of the Company (together
with EQT, the
"Sellers") will sell 12,949,476 existing Shares (the “Sale
Shares”) (the “Share
Sale”, and together with the Share Issue, the "Offering").
Unless the context
indicates otherwise, the New Shares, the Sale Shares and the
Additional Shares
(as defined below) are together referred to herein as the
“Offer
Shares”.

19,656,401 Offer Shares will be allocated to institutional investors
in Finland
and internationally (the "Institutional Offering"), assuming full
exercise of
the Over-Allotment Option (as defined below), and 1,000,000 Offer
Shares will be
allocated to private individuals and entities in Finland (the
“Public
Offering”). In addition, 169,119 Offer Shares will be allocated to
employees who
are in full- or part-time permanent employment with Musti or its
subsidiaries as
well as employees with a fixed-term employment relationship
with Musti or its
subsidiaries at the start of the subscription period on 3
February 2020 in
Finland, Sweden and Norway, as well as to management team and
CEO of the Company
(the "Personnel Offering"). Due to oversubscription, the
Board of Directors of
the Company has decided to increase the number of the New
Shares to be offered
in the Public Offering from the preliminary maximum of
748,663 New Shares to the
above-mentioned 1,000,000 New Shares and in the
Personnel Offering from the
preliminary maximum of 118,764 New Shares to the
above-mentioned 169,119 New
Shares. The commitments given in the Public
Offering will be accepted in full
for up to 100 Offer Shares and approximately
36.7 percent of the subscription
commitments exceeding this amount. The
commitments given in the Personnel
Offering will be accepted in full.

The
Company will receive gross proceeds of approximately EUR 45 million from
the
Offering and the Sellers will receive gross proceeds of approximately EUR
137
million assuming full exercise of the Over-allotment Option. The total
number of
outstanding Shares in the Company will increase to 33,535,453 Shares
after the
share conversion and the New Shares offered in the Offering are
registered in
the Finnish Trade Register on or about 12 February 2020. The
number of
shareholders after the Offering will increase to more than 4,000
shareholders.

The Offer Shares subscribed for in the Public Offering and the
Personnel
Offering are expected to be recorded in the book-entry accounts of
investors who
have made approved commitments on or about the first banking day
after the
pricing on or about 13 February 2020. The shares subscribed for in
the
Institutional Offering will be market with a trade date of 13 February 2020
and
are expected to be ready to be delivered against payment through
Euroclear
Finland Ltd on or about 17 February 2020.

Confirmations regarding
the approval of the commitments and the allocation of
Offer Shares will be sent
to the investors who have submitted their commitments
in the Public Offering on
or about 17 February 2020 at the latest. Investors who
have made their
commitments via Nordnet and are Nordnet’s customers will see
their commitments
as well as allocation of Offer Shares on the transaction page
of Nordnet’s
online service. Any excess payments made in connection with the
commitments
will be refunded to the investors’ bank accounts approximately on or
about the
fifth banking day after the pricing (on or about 19 February 2020). If
an
investor's bank account is in a different bank 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 no later than two
(2)
banking days thereafter. To Nordnet’s customers who gave their commitments
via
Nordnet’s subscription place, the amount to be refunded will be paid to
Nordnet
cash accounts.

Trading in the Shares is expected to commence on the
Prelist of Nasdaq Helsinki
on or about 13 February 2020 and on the official
list of Nasdaq Helsinki on or
about 17 February 2020. The ISIN code of the
Shares is FI4000410758 and the
share trading code is "MUSTI".

EQT has granted
Nordea Bank Abp ("Nordea") as stabilising manager (the
"Stabilising Manager")
an over-allotment option which entitles the Stabilising
Manager to purchase a
maximum of 2,716,372 additional shares (the “Additional
Shares”) solely to
cover over-allotments in connection with the Offering (the
“Over-Allotment
Option”). The Over-Allotment Option is exercisable within 30
days from the
commencement of trading of the Shares on the Prelist of Nasdaq
Helsinki (i.e.
on or about the period between 13 February 2020 and 13 March
2020) (the
“Stabilisation Period”). The maximum number of Additional Shares
represents 8.1
percent of the Shares and votes vested by the Shares, and the
Offer Shares
represent 62.1 percent of the Shares after the Offering assuming
the
Over-allotment Option is exercised in full.

The Stabilising Manager may, but
is not obliged to, engage in measures during
the Stabilisation Period that
stabilise, maintain or otherwise affect the price
of the Shares. Any
stabilisation measures will be conducted in accordance with
Regulation (EU) No
596/2014 of the European Parliament and of the Council on
market abuse (“Market
Abuse Regulation”) and the Commission Delegated Regulation
(EU) 2016/1052
supplementing Market Abuse Regulation with regard to regulatory
technical
standards for the conditions applicable to buy-back programs and
stabilisation
measures.

In connection with the Listing, the Company, the Sellers and certain
other
current shareholders of the Company have entered into lock-up agreements
of 180
days. The Board of Directors of the Company and the management team have
entered
into lock-up agreements of 360 days.

In connection with the completion
of the Offering, the Board of Directors of the
Company has decided on the
execution of the combination of the Company's share
classes. To execute the
combination of the share classes, A1 and A2 share class
shares and P share
class shares in their entirety are converted into A3 share
class shares. In
addition, the Company's Board of Directors has resolved on a
share issue
without consideration of 16,564,005 new A3 share class shares to
the
shareholders owning P share class shares prior to the combination of the
shares
in deviation from the shareholders' pre-emptive right to new shares. The
share
issue is used as a consideration for the payment of preferred proceeds to
the
shareholders of preferred shares. The above-mentioned number of new shares
in
the share issue also includes shares due to share fractions. The
above-mentioned
share fractions will be sold on a regulated market, and the
payment for the
fractions will be distributed pro rata between shareholders of
fractional
shares. After the combination each share shall give one vote in a
general
meeting of the Company and equal right to dividends and other
distribution of
the Company's assets. The share conversions will not affect the
Company's share
capital.

Carnegie Investment Bank AB, Finland Branch
(“Carnegie”), Jefferies
International Limited (“Jefferies”) and Nordea acted as
joint global
coordinators and joint bookrunners for the Offering (each jointly
referred to as
the “Joint Global Coordinators”). Roschier, Attorneys Ltd. acted
as the legal
adviser of the Company, and Borenius Attorneys Ltd acted as the
legal adviser to
the Joint Global Coordinators. Hill+Knowlton Strategies acted
as communications
adviser to the Company.

David Rönnberg, CEO of Musti
Group:

“We at Musti are happy and thankful for the interest that Finnish
and
international investors and our personnel have shown towards our initial
public
offering. Musti is the leading Nordic pet care company, and the initial
public
offering, together with our winning concept built around expert advice,
high
quality offering and omnichannel operations, gives us even better
possibilities
to execute our strategy and continue our growth. I would like to
thank all of
our shareholders for their confidence in Musti and the Nordic pet
retail and
welcome our new owners to join us in making the life of pets and
their owners
easier, safer and more fun.”

Vesa Koskinen, Member of the Board
of Directors of Musti Group, Partner at EQT
Partners, Head of EQT Partners
Finland and Investment Advisor to EQT funds:

“We are very pleased with the
strong level of interest that the Finnish and
international investor
communities have shown towards Musti Group. EQT welcomes
all new shareholders
to join the next stage in the company’s journey and support
Musti Group in a
long-term, sustainable manner for the continued successful
execution of its
strategy.”

Additional information

Robert Berglund, CFO, Musti Group Plc, tel.
+358 50 534 8657,
robert.berglund@mustigroup.com

Musti in brief

Musti makes
the life of pets and their owners easier, safer and more fun. We are
the
leading Nordic pet care company and we operate an omnichannel business model
to
cater for the needs of pets and their owners across Finland, Sweden and
Norway.
We offer a wide, curated assortment of pet products. We also provide pet
care
services such as grooming, training and veterinary services in
selected
locations.

Musti Group’s net sales were EUR 247 million in the
financial year 2019. At the
end of the financial year 2019, the company had
1,100 employees, over one
million loyal customers and 277 stores.

Important
information

The information contained in this announcement is for background
purposes only
and does not purport to be full or complete. No reliance may be
placed by any
person for any purpose on the information contained in this
announcement or its
accuracy, fairness or completeness. The information in this
announcement is
subject to change. This announcement is not an offer to sell or
a solicitation
of any offer to buy any securities issued by Musti Group Plc
(the ”Company”) in
any jurisdiction where such offer or sale 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. In any
EEA Member State, other than Finland, this
announcement is only addressed to
and is only directed at qualified investors in
that Member State within the
meaning of Regulation (EU) 2017/1129 (“Prospectus
Regulation”).

This
announcement and the information contained herein are not for distribution
in
or into the United States. This announcement does not constitute an offer
to
sell, or a solicitation of an offer to purchase, any securities in the
United
States. 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 within the United States
absent
registration or an applicable exemption from, or in a transaction not
subject
to, the registration requirements of the Securities Act. There is no
intention
to register any securities referred to herein in the United States or
to make a
public offering of the securities in 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 announcement
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 announcement and should not act
or rely
on it.

This announcement is for information purposes only and under no
circumstances
shall constitute an offer or invitation, or form the basis for a
decision, to
invest in any securities of the Company. Each of Carnegie
Investment Bank AB,
Finland Branch, Jefferies International Limited and Nordea
Bank Abp (the "Joint
Global Coordinators") is acting exclusively for the
Company and the selling
shareholders and no-one else in connection with the
Offering. They will not
regard any other person as their respective clients in
relation to the Offering
and will not be responsible to anyone other than the
Company and the selling
shareholders for providing the protections afforded to
their respective clients,
nor for providing advice in relation to the Offering,
the contents of this
announcement or any transaction, arrangement or other
matter referred to herein.

The contents of this announcement have been
prepared by, and are the sole
responsibility of, the Company. None of the Joint
Global Coordinators or any of
their respective directors, officers, employees,
advisers or agents accepts any
responsibility or liability whatsoever for or
makes any representation or
warranty, express or implied, as to the truth,
accuracy or completeness of the
information in this announcement (or whether
any information has been omitted
from the announcement) or any other
information relating to the Company, its
subsidiaries or associated companies,
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.

For the avoidance of doubt, the contents of the Company’s website
are not
incorporated by reference into, and do not form part of, this
announcement.

Forward-looking statements

Matters discussed in this
announcement may constitute forward-looking
statements. Forward-looking
statements are statements that are not historical
facts and may be identified
by words such as “believe”, “expect”, “anticipate”,
“intend”, “may”, “plan”,
“estimate”, “will”, “should”, “could”, “aim” or
“might”, or, in each case,
their negative, or similar expressions. The forward
-looking statements in this
announcement are based upon various assumptions,
many of which are based, in
turn, upon further assumptions. Although the Company
believes that the
expectations reflected in these forward-looking statements are
reasonable, it
can give no assurances that they will materialise or prove to be
correct.
Because these statements are based on assumptions or estimates and are
subject
to risks and uncertainties, the actual results or outcome could
differ
materially from those set out in the forward-looking statements as a
result of
many factors. Such risks, uncertainties, contingencies and other
important
factors could cause actual events to differ materially from the
expectations
expressed or implied in this announcement by such forward-looking
statements.
The Company and the Joint Global Coordinators do not guarantee that
the
assumptions underlying the forward-looking statements in this announcement
are
free from errors nor does it accept any responsibility for the future
accuracy
of the opinions expressed in this announcement or any obligation to
update or
revise the statements in this announcement to reflect subsequent
events. Undue
reliance should not be placed on the forward-looking statements
in this
announcement. The information, opinions and forward-looking statements
contained
in this announcement speak only as at its date and are subject to
change without
notice. The Company does not undertake any obligation to review,
update, confirm
or to release publicly any revisions to any forward-looking
statements to
reflect events that occur or circumstances that arise in relation
to the content
of this announcement.

Information to Distributors

For the
purposes of the product governance requirements contained within: (a)
EU
Directive 2014/65/EU on markets in financial instruments, as amended
(“MiFID
II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593
supplementing MiFID II; and (c) Chapter 5 of the Finnish Financial
Supervisory
Authority’s regulations regarding investment services and
activities (together
the “MiFID II Product Governance Requirements”), and
disclaiming all and any
liability, whether arising in tort, contract or
otherwise, which any
“manufacturer” (for the purposes of the MiFID II Product
Governance
Requirements) may otherwise have with respect thereto, the shares
have been
subject to a product approval process, where the target market for
shares in the
Company are: (i) retail investors and (ii) investors who meet the
criteria of
professional clients and eligible counterparties, each as defined
in MiFID II
(the “target market”). Notwithstanding the assessment of the target
market,
distributors should note that: the price of the shares may decline and
investors
could lose all or part of their investment; the shares offer no
guaranteed
income and no capital protection; and an investment in the shares is
compatible
only with investors who do not need a guaranteed income or capital
protection,
who (either alone or in conjunction with an appropriate financial
or other
adviser) are capable of evaluating the merits and risks of such an
investment
and who have sufficient resources to be able to bear any losses that
may result
therefrom. The target market assessment is without prejudice to the
requirements
of any contractual, legal or regulatory selling restrictions in
relation to the
Offering. For the avoidance of doubt, the target market
assessment does not
constitute: (a) an assessment of suitability or
appropriateness for the purposes
of MiFID II; or (b) a recommendation to any
investor or group of investors to
invest in, or purchase, or take any other
action whatsoever with respect to the
shares in the Company. Each distributor
is responsible for undertaking its own
target market assessment in respect of
the shares in the Company and determining
appropriate distribution channels.