Notice is given to the noteholders of the EUR 22.3 million notes due in 2017 (Trading code: CTHJ107517) (the “2013 Notes”) of Componenta Corporation to the noteholders’ meeting in accordance with clause 12 of the terms and conditions of the 2013 Notes (“Noteholders’ Meeting”). The meeting will be held at 11.30 a.m. on 25 August 2014, at the company’s headquarters in Käpylä, in the auditorium of the Sato building, at the address Panuntie 4, 00610 Helsinki.
A. AGENDA
The following matters will be considered at the Noteholders’ Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Quorum / Recording the attendance at the meeting
4. Waiver of the payment of interest falling due on 2 September 2014
until the Redemption Date (as defined in the terms and conditions
of the 2013 Notes)
5. Amendment of the terms and conditions of the 2013 Notes as set
forth in Appendix 1 hereto conditional upon the Share Issue
(as defined in Appendix 1) having been realised
6. Closing of the meeting
B. INSTRUCTIONS TO PARTICIPANTS
1. Right to participate and registration of the noteholders recorded in the list of noteholders
Only those noteholders who, according to the register kept by Euroclear Finland in respect of the 2013 Notes, were registered as holders of the 2013 Notes on 18 August 2014 on the list of holders of notes to be provided by Euroclear Finland in accordance with clause 13 of the terms and conditions of the 2013 Notes, or proxies authorised by such holders of notes, shall, if holding any of the principal amount of the 2013 Notes at the time of the meeting, be entitled to participate in and vote at the meeting.
A noteholder, who is registered in the list of holders of notes, wishing to participate in the noteholders’ meeting is asked to inform of his/her attendance no later than 21 August 2014 at 10:00 a.m. by letter to the address Componenta Corporation, Panuntie 4, FI-00610 Helsinki, Finland, by telephone +358 10 403 2744, by telefax +358 10 403 2721 or by email ir.componenta@componenta.com.
A noteholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue as well as present evidence on the amount of notes owned by such noteholder (such as an account statement given by an account operator not older than one banking day which states the principal amount of the relevant notes on the noteholder’s book-entry account).
2. Participation and Quorum
In accordance with clause 12 of the terms and conditions of the 2013 Notes, quorum at a noteholders’ meeting only exists if a noteholder (or noteholders) representing at least 20% of the nominal amount attend the meeting in person (or appear through duly authorised representatives).
Resolutions concerning (i) waiver of a breach of a special undertaking in (as specified in clause 9 of the terms and conditions of the 2013 Notes), (ii) amendment of a provision in the terms and conditions of the 2013 Notes, and (iii) decision on the premature termination of the 2013 Notes require the consent of noteholders representing at least 2/3 of the nominal amount for which noteholders are voting at the meeting. Correspondingly, consent of noteholders representing at least 3/4 of the nominal amount for which noteholders are voting at the meeting is required for resolutions concerning (i) reduction of the principal amount, interest rate or interest amount which shall be paid by the issuer, (ii) amendment of any payment day for principal or interest amount, and (iii) amendment of the provisions in clause 12(e) of the terms and conditions of the 2013 Notes. Further, any matter not covered by the above qualified majority requirements, shall require the consent of noteholders representing more than 50% of the nominal amount for which noteholders are voting at a noteholders’ meeting.
3. Other information
The above mentioned proposals of Componenta Corporation for the Noteholders’ Meeting are available in full at the office of Componenta Corporation at Panuntie 4, FI-00610 Helsinki, Finland.
Helsinki, 15 August 2014
COMPONENTA CORPORATION
Heikki Lehtonen
President and CEO
ENCL. Amendments to the Terms and Conditions of the 2013 Notes
For further information, please contact:
Heikki Lehtonen
President and CEO
tel. +358 10 403 2200
Mika Hassinen
CFO
tel. +358 10 403 2723
Componenta is a metal sector company with international operations and production plants located in Finland, Turkey, the Netherlands and Sweden. The net sales of Componenta were EUR 511 million in 2013 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,400 people. Componenta specializes in supplying cast and machined components and total solutions made of them to its global customers, who are manufacturers of vehicles, machines and equipment.
