SATO Oyj - Company Announcement

SATO: Notice to noteholders

SATO Corporation, Company Announcement, 1st September 2016 at 11:05 am

         THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
                             NOTICE TO NOTEHOLDERS
                                SATO CORPORATION
        (incorporated with limited liability in the Republic of Finland)

                               In respect of the
           EUR 300,000,000 2.375 per cent. guaranteed Notes due 2021
                                      and
           EUR 300,000,000 2.250 per cent. guaranteed Notes due 2020

                            (together, the "Notes")

 1. Introduction
SATO  Corporation  ("SATO")  has  effected  a  number  of intra-group mergers to
simplify  its group structure, including the merger of SATOhousing Oy into SATO-
Asunnot   Oy   (each   a   Note   Guarantor   for   the  Notes)  (the  "Internal
Reorganisation").

The  mergers took effect on 1 July  2016, when they were registered as completed
in the Finnish Trade Register.

SATO wishes to notify the Noteholders and the Irish Stock Exchange of the change
in  the group  structure and  confirm that  there has  not been any (i) Event of
Default, or (ii) Note Guarantor Property Investment Event following the Internal
Reorganisation.

 2. Corporate Position of SATO-Asunnot Oy
Under  Finnish law, when a merger is  completed, the assets and liabilities of a
merging  company transfer  to the  receiving company.  The merging  company then
ceases to exist.

Accordingly, on 1 July 2016, all of the assets and liabilities of SATOhousing Oy
were  transferred into its parent company, SATOkoti 2 Oy, which then merged into
SATO-Asunnot Oy.  Each of SATOkoti2 Oy and SATOhousing Oy then ceased to exist.

Prior  to  the  Internal  Reorganisation,  the  combined total fair value of the
assets  of both Note Guarantors was  EUR 2,132.6 million. Following the Internal
Reorganisation, the total fair value of assets held by SATO-Asunnot Oy following
the mergers has increased by EUR 100.2 million to EUR 2,232.8 million.

 3. Rating of the Notes
Following  the implementation of  this Internal Reorganisation,  SATO expects no
change  in the 'Baa3' rating of the  Notes assigned by Moody's Investors Service
Ltd ("Moody's").

 4. No Event of Default or Note Guarantor Property Investment Event
SATO confirms that there has been no Event of Default or Note Guarantor Property
Investment Event.



The  Trustee  expresses  no  opinion  on  this  Notice  but has consented to the
distribution of this Notice to the Noteholders.


This Notice is given by:
SATO Corporation
Panuntie 4
PL 401, FI-00601 Helsinki
Finland


For any queries please contact:
Janne Runsamo
Email: Janne.Runsamo@sato.fi
Phone: +358 201 34 4009
Date: 1 September 2016



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