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Notice to a Written Procedure – ISIN: FI4000266788 M-Brain Oy EUR 7,500,000 Senior Secured Fixed Rate Notes 2017/2023

23 December 2021

Intertrust (Finland) Oy (the “Agent”), acting in its capacity as Agent for the Noteholders of the M-Brain Oy up to EUR 7,500,000 Senior Secured Fixed Rate Notes 2017/2023 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 23 December 2021 initiated a written procedure (the “Written Procedure”) by which Noteholders can vote for or against the Issuer’s waiver request and acceptance of and entry into a standstill agreement (the “Request”).

The formal notice with more information on the Written Procedure, the request and how to participate can be downloaded from the link above. A copy of the draft standstill agreement (schedule 3), can be requested separately by contacting the e-mail addresses set out below.

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 31 December 2021 (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.

The Agent must receive the Voting Form no later than 13:00 (CET), 17 January 2022, by regular mail, via courier or e-mail to the addresses indicated below under Section 4.6. Votes received thereafter may be disregarded.

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, please contact the Agent at [email protected], with copies to

[email protected] or mobile +358 50 337 7919.

 

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