10 May 2021
To the Noteholders of:
M-Brain Oy EUR 7,500,000 Senior Secured Fixed Rate Notes 2017/2023 with ISIN: FI4000266788 (the “Notes”).
Notice regarding decisions taken by way of a Written Procedure concerning certain amendments of the Notes terms and conditions
This is a notice sent on 10 May 2021 in accordance with Clause 15.14 of the terms and conditions of the Notes, as effective on the date hereof (the “Terms and Conditions”) to the holders of the Notes (the “Noteholders”). All capitalised terms used herein and not otherwise defined in this notice shall have the meanings assigned thereto in the Terms and Conditions.
Pursuant to Clause 17.4 of the Terms and Conditions, when a consent from the Noteholders representing the requisite majority of the total Adjusted Nominal Amount pursuant to Clauses 15.5 or 15.6 has been received in a Written Procedure, the relevant decision shall be deemed to be adopted pursuant to Clause 15.5 or 15.6, as the case may be, even if the time period for replies in the Written Procedure has not yet expired.
Reference is made to the Written Procedure, for which a notice was given on 23 April 2021 ( the “Notice”) and for which the last date to vote is on 17 May 2021 no later than 13:00 (CET) (https://www.intertrustgroup.com/wp-content/uploads/2021/04/M-Brain-Oy-ISIN-FI4000266788-Notice-to-Written-Procedure-23-April-2021.pdf) and the Request set forth in the Notice. It is hereby notified that the requisite majority of Noteholders has as at 13:00 (CET) on 10 May 2021 approved the proposals set out in the Request (as defined in the Notice) and, accordingly, the proposals were deemed approved by and binding upon all Noteholders in accordance with the voting requirements of the Terms and Conditions. However, in accordance with the Notice, the completion of the Request (as defined in the Notice), the Restructuring (as defined in the Notice) and the respective amendments of the Terms and Conditions are still subject to fulfillment of the other conditions set forth in the Notice (the “Remaining Conditions”).
Noteholders will be informed of the fulfillment of such Remaining Conditions (or if applicable, non-fulfillment) by a new notice to be sent and published later in accordance with Clause 15.14 of the Terms and Conditions.
This notice regarding the decisions taken by way of the Written Procedure has been sent by registered mail to Noteholders (direct registered owners (Fin: omistaja) and registered authorised nominees (Fin: hallintarekisteröinnin hoitaja)) and published on the website of the Agent in accordance with the Terms and Conditions.
For questions regarding this notice:
To the Agent: Intertrust (Finland) Oy, Alli Seppänen, phone: +358 45 249 6103 or Anne-Marie Malmberg, phone: +358 50 337 7919, e‑mail: finland@intertrustgroup.com with copies to alli.seppanen@intertrustgroup.com and anne-marie.malmberg@intertrustgroup.com.