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Notice of written procedure for M-Brain Oy up to EUR 15,000,000 Senior Secured Fixed Rate Notes

18 December 2018

Intertrust (Finland) Oy (the “Agent”), acting in its capacity as gent for the Noteholders of the M-Brain Oy up to EUR 15,000,000 Senior Secured Fixed Rate Notes 2017/2020 with ISIN-code FI4000266788 (the “Notes”) under the terms and conditions of the Notes, has at the request of the M-Brain Oy (the “Issuer”) on 14 December 2018 initiated a written procedure (the “Written Procedure”) by which Noteholders can vote for or against the Issuer’s request for certain amendments to the Terms and Conditions of the Notes (the “Request”).

The formal notice with more information on the Written Procedure, the requested amendments to the Terms and Conditions and how to participate can be downloaded here

The formal notice for the Written Procedure has been sent by registered mail to Noteholders (direct registered owners (Fin: omistaja) and registered authorised nominees (Fin: hallintarekisteröinnin hoitaja)) in accordance with the Terms and Conditions of the Notes.

To be eligible to participate in the Written Procedure, a person must fulfil the formal criteria for being a Noteholder on 21 December 2018 (the “Record Date”). This means that the person must, on the Record Date, be registered on a book-entry account with Euroclear Finland Oy, being the CSD, as a direct registered owner or authorised nominee with respect to one or several Notes.  A person whose Notes are held by a nominee must contact such nominee to participate in the Written Procedure.

The Agent must receive the voting forms no later than 13:00 (CET), 11 January 2019, by regular mail, via courier or e-mail to the addresses indicated under Section 4.6. of the notice. Votes received thereafter may be disregarded.

In accordance with Clause 17.4 of the Terms and Conditions of the Notes, the relevant decision shall be deemed to be adopted and, accordingly, the Written Procedure will be ended, as soon as Noteholders representing more than 50 per cent. of the Adjusted Nominal Amount have voted either for or against the Request, even if the time period for replies in the Written Procedure has not yet expired.

For further details of the Request and the background and rationale relating thereto, please see the notice of the Written Procedure.

For further questions:

To the Agent: Intertrust (Finland) Oy, Alli Seppänen 

phone: +358 45 249 6103, e-mail: [email protected] with a copy to [email protected] .

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