Componenta - Company Announcement

Resolutions of the noteholders’ meeting of Componenta Corporation Notes 2013

Componenta Corporation   Stock Exchange Release 25.8.2014 at 15.30

The noteholders' meeting of Componenta Corporation Notes 2013 held on 25 August
2014 resolved, in accordance with the proposal of Componenta Corporation, to
waive 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). The
above mentioned waiver of payment of interest becomes effective immediately. 

In addition, the noteholders' meeting of Componenta Corporation Notes 2013
resolved, in accordance with the proposal of Componenta Corporation, to amend
clause 4 (Interest), clause 5 (Redemption) and clause 9 (Special Undertakings)
of the 2013 Notes. The amendments of the terms and conditions are conditional
upon a share issue directed to the public, in which the company issues, in
derogation from the pre-emptive right of the shareholders, a maximum of 53 000
000 new shares in total to be subscribed by individuals and corporations in
Finland, having been successfully implemented. The successful implementation of
the share issue requires the Board of Directors of the company resolving to
approve the subscriptions made in the share issue. 

Clause 4 of the terms and conditions of the 2013 Notes was amended to read as
follows: 

“4. Interest

Up until (and including) the Amendment Date the Notes bear fixed interest at
the rate of 10.75 per cent per annum. As of the Amendment Date the Notes bear
fixed interest at the rate of 2.00 per cent per annum. The first interest
payment date was 2 March 2014. Any interest accrued after 2 March 2014 shall be
paid on the Redemption Date (as defined below). 

Interest in respect of the Notes will be calculated on the basis of the actual
number of days elapsed in the relevant interest period divided by 365 (or, in
the case of leap year, 366).” 

Clause 5 of the terms and conditions of the 2013 Notes was amended to read as
follows: 

“5. Redemption

“The Notes shall be repaid in full at their nominal principal amount on 31
December 2019 or (subject to the prior or simultaneous repayment of all
Existing Senior Debt of the Company) on any prior date as determined by the
Board of Directors of the Issuer (the “Redemption Date”), to the extent the
Issuer has not prepaid the Notes in accordance with Clause 8 (Change of Control
and Delisting Event) or 10 (Events of Default) below.” 

The following undertakings of restrictive nature, including the definitions
used in connection therewith, under clause 9 of the terms and conditions of the
2013 Notes were deleted: 

  -- 9.1 Distribution;
  -- 9.2 Financial Indebtedness and Permitted Debt Amount;
  -- 9.3 Negative Pledge;
  -- 9.5 Nature of Business;
  -- 9.6 Application of proceeds from New Hybrid Bonds;
  -- 9.7 Application of proceeds from New Capital Notes;
  -- 9.8 Refinancing of Hybrid Bonds and Capital Notes;
  -- 9.9 Disposals;
  -- 9.10 Application of proceeds following a disposal; and
  -- last paragraph of clause 9.12 of the Terms and Conditions.  

Helsinki, 25 August 2014

COMPONENTA CORPORATION


Heikki Lehtonen
President and CEO



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.

Attachments:

release_componenta_25082014_resolutions of noteholders meeting.pdf