Componenta - Company Announcement

Notice to Noteholders’ Meeting of Componenta Corporation Notes 2013

Componenta Corporation    Stock Exchange Release 4.7.2014 at 16.45

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 3.00 pm
on 14 July 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.                   Change of Clause 5 and the Redemption Date of the 2013
Notes 

Componenta Corporation proposes that the holders of the 2013 Notes resolve to
amend clause 5 of the terms and conditions of the 2013 Notes and the Redemption
Date defined according to clause 5 of the terms and conditions of the 2013
Notes to enable the Board of Directors of the Company to decide on a premature
redemption of the 2013 Notes. Componenta Corporation proposes that the holders
of the 2013 Notes resolve to amend clause 5 of the terms and conditions of the
2013 Notes to read as follows: 

“5. Redemption Date

The Notes shall be repaid in full at their nominal principal amount on 2 March
2017 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.” 

5.                   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 7
July 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 10 July 2014 at 10:00 a.m. by letter to the address
Componenta Corporation, Panuntie 4, 00610 Helsinki, by telephone +358 10 403
2701, 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 (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, 00610 Helsinki. 

Helsinki, 4 July 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.

Viðhengi:

release_04072014_notice to noteholders meeting of Componenta Notes 2013.pdf