The Board of Directors of Componenta Corporation decided on issue of two capital notes

Componenta Corporation STOCK EXCHANGE RELEASE 17.11.2006 at 14.00

The Board of Directors of Componenta Corporation decided on issue of two
capital notes

The Board of Directors of Componenta Corporation decided to issue two
capital notes, in relation to the financing of the acquisition of the
majority of shares of Döktas Dökümcülük Sanayi ve Ticaret A.S., a Turkish
iron and aluminium casting component manufacturer. The completion of the
acquisition is expected to occur by midDecember.

One of the capital notes (Capital Notes 2006) was directed for
subscription by a limited group of professional investors (Private
Placement). The principal of the capital notes is EUR 14,166,000. The
issue rate of the capital notes is 95 per cent, and the annual fixed
interest to be paid on the principal of the capital notes is 6.75 per
cent. The maturity is five years. No conversion right is incorporated to
the capital notes. The capital notes 2006, has been subscribed in full.

In addition to the above mentioned capital notes subscribed by the
professional investors, the Board of Directors decided to offer
convertible capital notes (Convertible Capital Notes 2006) for
subscription by public, with deviation from the shareholders' preemptive
right to subscribe for securities. The decision to issue the convertible
capital notes is based on the authorization received at the Extraordinary
General Meeting of Shareholders held on 8 November 2006. The maximum
amount of the convertible capital notes is EUR 11,700,000. The minimum
amount of a subscription for the convertible capital notes is EUR 9,000.
The issue rate of the convertible capital notes is 95 per cent and the
annual fixed interest to be paid on the principal of the convertible
capital notes is 5.75 per cent. The maturity is five years.

A right to subscribe for a maximum of 1,300,000 new shares in the company
is incorporated to the Convertible Capital Notes 2006. Each note unit in
the amount of EUR 1,800 entitles the note unit holder to convert the note
unit into 200 new shares whose nominal value is EUR 2.00. The conversion
rate is EUR 9.00. The conversion period for the note units will commence
on 2 January 2007 and end on 15 November 2011. The share capital of the
company may be increased by a maximum of EUR 2,600,000 on the basis of
conversion.
The period for receiving subscription offers of the Capital Notes 
2006 offered for subscription by public will commence on 27 November 
2006 and end on 29 November 2006. Subscription offers will be received
in writing in Helsinki at Alexander Corporate Finance Oy,
Aleksanterinkatu 19 A during the offer period.

The prospectus will be available at the subscription place and on the
internet pages www.componenta.com and www.acf.fi as well as at the
Helsinki Stock Exchange Service Point OMX way, as from 27 November 2006.

Componenta will apply both capital notes for public quotation on the
Helsinki Stock Exchange.

Helsinki, 17 November 2006

COMPONENTA CORPORATION
The Board of Directors




Heikki Lehtonen
President and CEO




FURTHER INFORMATION:  Heikki Lehtonen, President and CEO,
tel. +358 10 403 00


ENCLS:
Terms and Conditions of the Convertible Capital Notes 2006
Terms and Conditions of the Capital Notes 2006




Componenta Corporation
Terms and Conditions of the Convertible Capital Notes 2006


I Terms and Conditions of the Convertible Capital Notes


1. Amount of the Convertible Capital Notes


The amount of the Convertible Capital Notes (Notes) shall be a maximum of
EUR 11,700,000.


The Notes shall be issued within the electronic book-entry system kept by
Finnish Central Securities Depository Ltd (APK). The Notes shall be
issued to a maximum of 6,500 note units with a nominal value of 
EUR 1,800 each ("debentuuri", as referred to in the Promissory Notes Act, 
Paragraph 5 Section 34, hereinafter Note Unit).


2. Subscription Right


The Notes shall be offered for subscription by public, with deviation
from the shareholders' pre-emptive right to subscribe for securities. The
minimum amount of a subscription for the Notes shall be EUR 9,000, i.e.
five (5) Note Units.


The Board of Directors of Componenta Corporation (Componenta or Company)
(Board of Directors) shall decide who shall have the right to subscribe
for any Note Units left unsubscribed.


The Board of Directors shall decide on the procedure to be observed in
the event of oversubscription, whereby the Board of Directors shall have
the possibility of reducing subscriptions. The Board of Directors shall
have the right to reject any subscription made in its entirety.


In the event of oversubscription, the intention is to allocate the Note
Units amongst the subscribers who have made approvable subscriptions so
that at least the minimum amount of subscription would be allocated to
all subscribers.


In the event of oversubscription, the Board of Directors can decide that
the shareholders registered in the shareholders' register of Componenta
on 27 October 2006 and/or holders of note units registered in the
bondholder register of Componenta Convertible Capital Notes 2005, on 
27 October 2006, shall be favored when allocating the Note Units.


3. Offer Period and Place of Subscription


The period for receiving subscription offers shall commence on 
27 November 2006 at 9.00 am. and end on 29 November 2006 at 4.00 pm.


Subscription offers shall be received in writing at Alexander Corporate
Finance Oy, Aleksanterinkatu 19 A, 00100 Helsinki, 
tel. No. +358 9 6226 000 and on the interned pages of Alexander
Corporate Finance Oy:
www.acf.fi.


Instructions for the subscribers are available on the internet
pages of Alexander Corporate Finance Oy (www.acf.fi) and at Alexander
Corporate Finance Oy.


4. Issue Rate and Approval of Subscription Offers


The rate of issue of the Notes is ninety-five (95) per cent.


The Board of Directors shall decide on approval of the subscription
offers after the close of the Offer Period. The subscribers shall be
notified in writing of approval of their subscription offers on or about
1 December 2006.


5. Payment of Subscriptions


Subscribers shall pay for the Note Units by 4 December 2006, in
accordance with separate instructions to be specified later.


The Board of Directors shall have the right to reject any subscription
offer made, partly or in its entirety, and reallocate the Note Units,
unless the subscription has been paid in accordance with these Terms and
Conditions and with the given instructions.


6. Maturity


The Notes shall be dated 4 December 2006.


The maturity of the Notes shall be from 4 December 2006 to 4 December
2011. The Notes shall be repaid in a bullet payment on 4 December 2011,
providing that the conditions of repayment specified in Section 7 are
met.


7. Repayment of the Notes


A) Repayment at Maturity


The principal of the Notes may be repaid only to the extent that the
amount of the unrestricted equity of the Company and the amount of all
capital loans of the Company upon payment exceeds the amount of loss
in accordance with the balance sheet approved for the preceding financial
year or with the balance sheet included in more recent financial
statements.


Should the conditions for repayment of the Notes not be met at maturity,
the principal of the Notes shall be repaid in part to the extent that
this is possible, within the scope of the conditions of repayment. In
other respects, the repayment of the Notes shall be deferred to be paid
on the basis of such financial statements, on the basis of which it can
be paid.


B) Repayment Prior to Maturity


Componenta shall, furthermore, have the right, as from 1 February 2007,
to repay the principal of the Notes in full at the rate of 100 per cent
with interest accrued up to the date of the repayment, providing that


a) the conditions for repayment mentioned in Section A) above and for
payment of interest mentioned in Section 8 are met, and that


b) the trade-weighted average price of the Componenta share (share) on
the Helsinki Stock Exchange, immediately prior to the Board resolution
date concerning the repayment, has, during 20 of 30 consecutive trading
days, been at least EUR 13.50.


The Company shall notify the Note Unit holders (Note Unit Holder)
of the exercise of the aforementioned right of repayment and of the
relevant measures not later than 30 days and not earlier than 60 days
prior to the Repayment Date.


The principal of the Notes shall not accrue interest for the period after
the announced Repayment Date.


The Company shall, in addition to the repayment specified here, reserve
for Note Unit Holders a special right of conversion pursuant to Sections
10 and 19.


Should a Note Unit Holder wish to exercise his right of conversion
instead of the repayment as specified here, he/she must demand conversion
of the Note Units into shares not later than 14 days prior to the
Repayment Date announced by the Company. The Note Unit Holder shall, in
this case, have the right to set as a condition for the conversion into
shares that repayment be effected on the Repayment Date announced by the
Company.


After the conversion has taken place, the Company must, without delay,
notify the relevant registration authorities of the number of shares that
have been issued against the Note Units.


C) Other Matters Pertaining to Repayment


Note Unit Holders shall be notified of repayment of the Notes, in
accordance with Section 19, no later than 30 days prior to repayment.


The principal of the Notes shall be repaid to the party who, at the
commencement of the Repayment Date, is entitled to receive the payment
according to the information recorded in the relevant book-entry account.
If the book-entry unit issued for a Note Unit is subject to temporary
registration at the commencement of the maturity date, as specified in
these Terms and Conditions of the Notes, or if the book-entries issued
for the Note Unit have been recorded in a consignment account at the
commencement of the maturity date, the repayment shall be made on the
basis of the information recorded in the relevant book-entry account. If
repayment is not possible on the basis of the information recorded in the
Bondholder Register, payment shall be made to a party who can demonstrate
that the book-entry issued for the Note Unit belonged to him/her at the
commencement of the maturity date, in accordance with the Terms and
Conditions of the Notes.


8. Interest


The annual fixed interest to be paid on the principal of the Notes is
5.75 per cent.


The interest shall be paid annually in arrears on 4 December (hereinafter
Interest Payment Date), for the first time on 4 December 2007, and for
the last time at maturity. If an Interest Payment Date is not a banking
day, interest can be paid on the following banking day. Adjourning the
payment has no effect on the amount of interest.


The first Interest Period shall commence on 4 December 2006 and end on
the first Interest Payment Date. Each subsequent Interest Period shall
commence on the previous Interest Payment Date and end on the following
Interest Payment Date. The final Interest Period shall end on the day by
which the Notes are repaid in full.


Interest shall accrue according to actual days, exclusive of the first
and inclusive of the last day of each Interest Period. The number of days
in the interest year shall be 365 (basis for
calculation of interest "actual/365").


Interest on the Notes can be paid annually only to the extent that the
amount of the unrestricted equity of the Company and the amount of all
capital notes of the Company upon payment exceeds the amount of loss
in accordance with the balance sheet approved for the preceding financial
year or with the balance sheet included in more recent financial
statements.


Interest left unpaid shall remain a liability of the Company and shall
earn annual interest of two (2) percentage points in excess of the
interest rate payable on the Notes. The Company shall be permitted to pay
interest, the payment of which it has previously deferred, as well as the
interest accrued on it in full or in part, at a date which it shall
announce. If payment is made in part, the interest accrued on the
original interest shall be payable first. Interest left unpaid and the
interest which has accrued on it must be paid, nevertheless, in full


a) on the fifth banking day following approval of the Company's balance
sheet, providing this is possible according to the balance sheet on the
conditions set out in the previous paragraph, or


b) on repayment of the principal of the Notes. Interest left unpaid shall
not earn further interest for the time after the announced Repayment
Date.


The Company shall notify Note Unit Holders, in accordance with Section
19, of the deferral of payment of interest and the payment of interest
left unpaid not later than five (5) banking days prior to the Interest
Payment Date.


Interest accrued on interest left unpaid shall rank senior on the
Interest Payment Date, after which unpaid interest balances shall be paid
and then the interest earned for the previous year.


If the Notes cannot be repaid at maturity, the interest payable on the
unpaid principal of the Notes shall be two (2) percentage points in
excess of the annual interest rate confirmed to this Notes.


Interest shall be paid to a party who, according to the information
recorded in the Bondholder Register at the commencement of the maturity
date under the Terms and Conditions of the Notes, is entitled to receive
such payment.


If the book-entry unit issued for a Note Unit is subject to temporary
registration at the commencement of the maturity date, as specified in
these Terms and Conditions of the Notes, or if the book-entries issued
for the Note Unit have been recorded in a consignment account at the
commencement of the maturity date, the payment shall be made on the basis
of the information recorded in the relevant book-entry account. If
payment is not possible on the basis of the information recorded in the
Bondholder Register, payment shall be made to a party who can demonstrate
that the book-entry issued for the Note Unit belonged to him/her at the
commencement of the maturity date, in accordance with the Terms and
Conditions of the Notes.


The provisions governing a Note Unit Holder's right to the payment of
interest upon conversion of Note Units into shares are set out
hereinafter in Section 14.


The Company can pay dividends to its shareholders if, and only if, the
interest to be paid on these Notes, as well as any unpaid interest and
interest accrued on it, have been taken into account
as an imputed reduction in unrestricted equity.


9. Priority Ranking of the Notes


Should the Company be placed in liquidation, the Notes shall fall due for
repayment 90 days after the notice of liquidation has been entered into
the Trade Register.


The Notes are a capital loan whose principal and interest may be paid on
dissolution or bankruptcy of the Company solely at a priority ranking
below that of all other creditors.


These Notes shall have the same priority ranking as any capital loans or
comparable instruments which the Company currently have or may issue in
the future.


The Notes are not secured by a guarantee or other collateral.


II Terms and Conditions of Conversion into Shares


A special right to convert the Note Units into a maximum of
1,300,000 Company's new shares shall be incorporated to the Notes. A Note
Unit Holder shall be entitled to subscribe for new shares by virtue of 
his/her Note Units so that the share subscription price is paid by
setting off loan receivables of a Note Unit against share subscription price.


10. Conversion Rate


Each Note Unit in the amount of EUR 1,800 entitles the Note Unit Holder
to convert the Note Unit into 200 shares whose nominal value is 
EUR 2.00. The conversion rate is EUR 9.00.


The Notes shall be convertible into a maximum total of 1,300,000 new
shares.


If a Note Unit Holder, upon conversion of Note Units into shares,
receives a fraction of a share, he/she shall receive a cash payment for
said fraction. The price of the share in such a case shall be the closing
price of the share in continuous trading on the preceding trading day. If
a Note Unit Holder converts more than one Note Unit into shares at the
same time, the number of full shares shall be calculated on the basis of
the number of all the Note Units.


11. Conversion Period


The conversion period for the Notes shall commence on 2 January 2007. The
annual conversion period for the Notes shall be from 2 January to 30
November. The conversion period for the Notes shall end on 15 November
2011.


In the cases set out in Section 7 B), conversion into shares can also
take place from 1 December to 31 December, if the Board of Directors so
decides.


The Board of Directors may temporarily suspend conversion of the Note
Units into shares for a specified period, for a reason mentioned in
Section 15 or for some other weighty reason.


12. Entries in Book-Entry Accounts


The Note Units applied in making a conversion shall be removed from the
Note Unit Holder's book-entry account at the same time as the shares
received as a result of conversion are registered in the book-entry
account.


The Company shall have the right, upon receipt of a notification of
conversion, to record in the relevant book-entry account a restriction on
transfer concerning the Note Unit which is used in making the conversion,
without recourse to the Note Unit Holder.


13. Increase in Share Capital through Conversion of Notes


The share capital of Componenta can be increased through a conversion of
Note Units by a maximum of EUR 2,600,000, and the number of shares can
increase by a maximum of 1,300,000 new shares.


14. Dividend Rights and Other Shareholder Rights and Dividend
Compensation


The dividend rights of the new shares and other shareholder rights shall
commence from the date on which the new shares are entered into the Trade
Register.


When Note Units are converted into shares, the Note Unit Holder shall not
be entitled to interest accrued on the principal of the Notes from the
beginning of the preceding Interest Period. If, however, interest is due
from a previous Interest Period and the interest accrued on this amount
has not been paid by the conversion date, owing to a cause mentioned in
Section 8 of the Terms and Conditions of the Notes, or if it cannot be
paid in accordance with said Section, the provisions of Section 8 shall
be applied to the payment of said interest and to the interest accrued on
it, and when the conversion is made, a separate certificate for the
amount of interest due shall be issued to the Note Unit Holder.


To the extent that the total amount of dividends per share paid by
Componenta during a financial year is higher than 5.75% of the last
quoted share price of the preceding financial year, the amount that
exceeds 5.75% of the said share price, shall be compensated to a Note
Unit Holder who is converting Note Units into shares, on the conversion
date. The potential compensation shall only be paid for financial years
preceding the conversion during the maturity. If changes in share
capital, defined in Section 15, take place after the end of the financial
year but before the dividend payment, the amount of the above mentioned
divided per share shall be adjusted correspondingly. The compensation
shall be paid in cash within one (1) week of the conversion date, on the
same conditions as interest can be paid on the Notes. No interest or
interest on arrears shall be paid on the compensation. If the Company
distributes funds from the unrestricted equity fund or decreases its
share capital by distributing funds from the share capital, the manner of
proceeding shall be equivalent.


15. Share Issues as well as Stock Options, and Other Special Rights
entitling to Shares prior to the Close of the Conversion Period


Should the Company, prior to the close of the conversion period, decides
on a share issue or on issue of stock options or other special rights
entitling to shares, the Note Unit Holder shall have a right which is the
same or equal to that of a shareholder. His/her principle of equality
shall be implemented in a manner decided by the Board of Directors such
that


a) the number of shares which can be received through conversion is
changed, or


b) the Note Unit Holder is offered a similar pre-emptive right of
subscription to that of shareholders, or


c) a combination of the methods mentioned above in Sections a) and b) is
used.


16. Rights of Note Unit Holders in Certain Special Cases


Acquisition or conveyance of the Company's own shares or acquisition of
stock options or other special rights entitling to shares shall have no
impact on the status of the Note Unit Holder. If the Company, however,
resolves to acquire or convey its own shares from all shareholders, the
Note Unit Holders shall have a right which is the same or equal to that
of a shareholder.


If the Company is placed in liquidation before the end of the conversion
period, the Note Unit Holder shall be given an opportunity to exercise
his/her conversion right before the liquidation begins, within a period
of time determined by the Board of Directors. If the Company is deleted
from the register, before the conversion into shares, the Note Unit
Holder shall have a right which is the same or equal to that of a
shareholder.


If a redemption right and obligation to all of the Company's shares, as
referred to in Chapter 18 Section 1 of the Finnish Companies Act, arises
to any of the shareholders, before the end of the conversion period, on
the basis that a shareholder possesses over 90% of the shares and the
votes of the shares of the Company, the Note Unit Holders shall be given
a possibility to use their right of conversion into shares, within a
period of time determined by the Board of Directors, after which period
the conversion right shall lapse.


If the Company resolves to merge into another company as the company
being acquired or into a company to be formed in a combination merger, or
if the Company resolves to be divided, the Note Unit Holders shall,
before the merger or division, be given the right to use their right of
conversion into shares, within a period of time determined by the Board
of Directors, after which period the conversion right shall lapse. In the
above situations the Note Unit Holders shall have no right to require
that the Company redeem the special rights entitling to shares from them
at their market value.


III OTHER MATTERS


17. Technical Amendments


The Board of Directors shall have the right to amend the technical
procedures connected with the Notes in respect of payments and conversion
into shares or other similar matter, without the consent of Note Unit
Holders or Note Unit Holders' meeting.


The Company shall advise Note Unit Holders of any amendments, in
accordance with Section 19.


The Notes shall be applied for public listing on the Helsinki Stock
Exchange.


18. Note Unit Holders' Meeting


(A) The Board of Directors shall have the right to convene a meeting of
the Note Unit Holders of these Notes (Note Unit Holders' Meeting) to
decide on amendments to the Terms and Conditions of the Notes.


(B) Notice of a Note Unit Holders' Meeting shall be published no later
than 10 days prior to the meeting, in accordance with Section 19. The
notice shall specify the date, hour, place, and agenda of the meeting, as
well as the procedure for registering to attend the meeting.


(C) The Note Unit Holders' Meeting must be held in Helsinki and its
chairman shall be appointed by the Company.


(D) The Note Unit Holders' Meeting shall have a quorum if two or more
persons together holding at least 50% of the outstanding principal amount
of the Notes are present. The Note Unit Holders' Meeting shall,
nevertheless, only have a quorum for passing an extraordinary resolution
pursuant to Section 18 (I) if two or more persons are present who
together represent at least 75% of the outstanding principal amount of
the Notes.


(E) If the Note Unit Holders' Meeting does not have a quorum within 
30 minutes of the time for starting the meeting as set forth in the notice,
consideration of the agenda of the meeting can be deferred to a new Note
Unit Holders' Meeting, at the request of the Company, said meeting to be
held within no less than 14 days and no more than 28 days at a place
designated by the Company.


The new Note Unit Holders' Meeting shall have a quorum if two or more
persons together representing at least 10% of the outstanding principal
amount of the Notes are present. The new Note Unit Holders' Meeting
shall, nevertheless, constitute a quorum for the purpose of passing an
extraordinary resolution pursuant to Section 18 (I) only if two or more
persons are present who together represent at least 67% of the
outstanding principal amount of the Notes.


(F) Notice of a new Note Unit Holders' Meeting to be held owing to an
adjournment, shall be published in the same manner as the notice
convening the original meeting. The notice shall furthermore state the
conditions under which a quorum shall be constituted.


(G) Note Unit Holders' voting rights shall be determined on the basis of
the principal amount of Note Units held. Componenta and the consolidated
companies of the Componenta Group shall not hold voting rights at the
Note Unit Holders' Meeting.


Resolutions of the Note Unit Holders' Meeting shall be passed by a simple
majority of the votes cast. Should the voting result in a tie, the
chairman shall have the casting vote. An extraordinary resolution
pursuant to Section 18 (I) shall be passed, however, only if it obtains
at least three-quarters of the votes cast.


(H) A representative of the Company and a person authorized to act for
the Company shall have the right to attend and speak at a Note Unit
Holders' Meeting.


(I) A Note Unit Holders' Meeting shall have the right to decide on the
following matters, which may be set forth in a proposal of the Board of
Directors, subject to an extraordinary resolution supported by a minimum
of three-quarters of the votes cast:


(a) altering the basis for calculation of interest on the Notes,


(b) changing the denomination of the Notes,


(c) amending the conditions under which a Note Unit Holders' Meeting
shall have a quorum or amending the qualified majority
requirement for passing an extraordinary resolution and


(d) amending Section 9 of the Terms and Conditions of the Notes.


(J) Resolutions passed by a Note Unit Holders' Meeting shall be binding
upon all Note Unit Holders, regardless of whether they are present at a
meeting and of whether the resolution of the Note Unit Holders' Meeting
has been entered in their Note Units. Note Unit Holders are obliged to
inform subsequent transferees of the Note Units of the resolutions of the
Note Unit Holders' Meeting.


(K) Terms and Conditions of the Notes, the amendment of which requires
the approval of a General Meeting of Shareholders of Componenta may not
be amended by a resolution of a Note Unit Holders' Meeting before the
General Meeting of Shareholders has given its approval.


(L) Where, in accordance with the Terms and Conditions of the Notes, the
Company may unilaterally decide on a measure, a decision taken on such a
matter shall not require the approval of a Note Unit Holders' Meeting.


(M) A reduction of the principal or the interest of the Notes and an
amendment to the last paragraph of Section 8 of these Terms and
Conditions, shall require the consent of all the Note Unit Holders as
given at a Note Unit Holders' Meeting or in some other certifiable
manner.


19. Notices


Note Unit Holders shall be obliged to inform the Company in case of
changes in his/her contact information or in case he/she transfers
his/her Note Units.


Note Unit Holders shall be advised of matters pertaining to the Notes by
means of a notice published in Helsingin Sanomat or in another national
daily newspaper designated by the Board of Directors. Note Unit Holders
shall be considered to have received notification when the notice has
been published in Helsingin Sanomat or in another national daily
newspaper designated by the Board of Directors.


In addition to the procedure described in the previous paragraph, the
Company can deliver notifications concerning the Notes in writing
directly to Note Unit Holders, making said delivery to the addresses they
have informed to the Company. Mailed notification shall be considered to
have been delivered on the date when the delivery has been left in the
post office. In this context, a Note Unit Holder is deemed to be the
party who, on the day of publication of the notice, has been entered as a
Note Unit Holder for the Notes in the Bondholder Register which is kept
by Finnish Central Securities Depository Ltd. The Company shall be
entitled to order the Bondholder Register from the Finnish Central
Depository Ltd.


20. Statute of Limitations


Where payment of the principal or interest has not been possible, due to
missing contact information, within three (3) years of the date on which
payment was first due under the Terms and Conditions of these Notes, the
right to any and all payment shall be forfeit (Act on Expiration of Debts
(15.8.2003/728, Section 4).


21. Governing Law


These Convertible Capital Notes shall be governed by Finnish law,
and disputes arising in respect of them shall be resolved in a competent
court in Finland.


22. Force Majeure


Componenta cannot be held responsible for the unreasonable impairment of
its operations due to a case of force majeure or a similar cause.


These terms and conditions have been made in Finnish and English. In case
of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions are decisive.




Componenta Corporation
Terms and Conditions of the Capital Notes 2006


I Terms and Conditions of the Capital Notes


1. Amount of the Capital Notes


The amount of the Capital Notes (Notes) shall be a maximum of EUR
14,166,000.


The Notes shall be issued within the electronic book-entry system kept by
Finnish Central Securities Depository Ltd (APK). The Notes shall be
issued to a maximum of 7,083 note units with a nominal value of 
EUR 2,000 each ("debentuuri", as referred to in the Promissory Notes Act,
Paragraph 5 Section 34, hereinafter Note Unit).


2. Subscription Right


The Notes shall be offered for subscription by a limited group of
professional investors (Private Placement).


The Board of Directors of Componenta Corporation (Componenta or Company)
(Board of Directors) shall decide who shall have the right to subscribe
for any Note Units left unsubscribed as well as on the procedure to be
observed in the event of oversubscription.


3. Offer Period and Place of Subscription


The period for receiving subscription offers shall be 17 November 2006.


Subscription offers shall be received in writing at Alexander Corporate
Finance Oy, Aleksanterinkatu 19 A, 00100 Helsinki, tel. No. +358 9 6226
000. Instructions for the subscribers are available at Alexander
Corporate Finance Oy.


4. Issue Rate and Approval of Subscription Offers


The rate of issue of the Notes is ninety-five (95) per cent.


The Board of Directors shall decide on approval of the subscription
offers and notify the subscribers in writing on approval of their
subscription offers, after the close of the Offer Period.


5. Payment of Subscriptions


Subscribers shall pay for the Note Units upon subscription, in accordance
with separate instructions to be specified later.


The Board of Directors shall have the right to reject any
subscription offer made, partly or in its entirety, and reallocate the
Note Units, unless the subscription has been paid in accordance with
these Terms and Conditions and with the given instructions.


6. Maturity


The Notes shall be dated 17 November 2006.


The maturity of the Notes shall be from 17 November 2006 to 17 November
2011. The Notes shall be repaid in a bullet payment on 17 November 2011,
providing that the conditions of repayment specified in Section 7 are
met.


7. Repayment of the Notes


A) Repayment at Maturity


The principal of the Notes may be repaid only to the extent that the
amount of the unrestricted equity of the Company and the amount of all
capital loans of the Company upon payment exceeds the amount of loss
in accordance with the balance sheet approved for the preceding financial
year or with the balance sheet included in more recent financial
statements.


Should the conditions for repayment of the Notes not be met at maturity,
the principal of the Notes shall be repaid in part to the extent that
this is possible, within the scope of the conditions of repayment. In
other respects, the repayment of the Notes shall be deferred to be paid
on the basis of such financial statements, on the basis of which it can
be paid.


B) Repayment Prior to Maturity


Componenta shall, furthermore, starting 17 November 2009, annually at the
date of interest payment, have the right, until 17 November 2011, to
repay the principal of the Notes, partly or in its entirety, with
interest accrued up to the date of the repayment, providing that the
conditions for repayment mentioned in Section A) above and for payment of
interest mentioned in Section 8 are met.


The Company shall notify the Note Unit holders (Note Unit Holder) of the
exercise of the aforementioned right of repayment and of the relevant
measures not later than 30 days and not earlier than 60 days prior to the
Repayment Date.


The principal of the Notes shall not accrue interest for the period after
the announced Repayment Date.


C) Other Matters Pertaining to Repayment


Note Unit Holders shall be notified of repayment of the Notes, in
accordance with Section 12, no later than 30 days prior to repayment.


The principal of the Notes shall be repaid to the party who, at the
commencement of the Repayment Date, is entitled to receive the payment
according to the information recorded in the relevant book-entry account.
If the book-entry unit issued for a Note Unit is subject to temporary
registration at the commencement of the maturity date, as specified in
these Terms and Conditions of the Notes, or if the book-entries issued
for the Note Unit have been recorded in a consignment account at the
commencement of the maturity date, the repayment shall be made on the
basis of the information recorded in the relevant book-entry account. If
repayment is not possible on the basis of the information recorded in the
Bondholder Register, payment shall be made to a party who can demonstrate
that the book-entry issued for the Note Unit belonged to him/her at the
commencement of the maturity date, in accordance with the Terms and
Conditions of the Notes.


8. Interest


The annual fixed interest to be paid on the principal of the Notes is
6.75 per cent.


The interest shall be paid annually in arrears on 17 November
(hereinafter Interest Payment Date), for the first time on 17 November
2007, and for the last time at maturity. If an Interest Payment Date is
not a banking day, interest can be paid on the following banking day.
Adjourning the payment has no effect on the amount of interest.


The first Interest Period shall commence on 17 November 2006 and end on
the first Interest Payment Date. Each subsequent Interest Period shall
commence on the previous Interest Payment Date and end on the following
Interest Payment Date. The final Interest Period shall end on the day by
which the Notes are repaid in full.


Interest shall accrue according to actual days, exclusive of the first
and inclusive of the last day of each Interest Period. The number of days
in the interest year shall be 365 (basis for calculation of interest
"actual/365").


Interest on the Notes can be paid annually only to the extent that the
amount of the unrestricted equity of the Company and the amount of all
capital notes of the Company upon payment exceeds the amount of loss
in accordance with the balance sheet approved for the preceding financial
year or with the balance sheet included in more recent financial
statements.


Interest left unpaid shall remain a liability of the Company and shall
earn annual interest of two (2) percentage points in excess of the
interest rate payable on the Notes. The Company shall be permitted to pay
interest, the payment of which it has previously deferred, as well as the
interest accrued on it in full or in part, at a date which it shall
announce. If payment is made in part, the interest accrued on the
original interest shall be payable first. Interest left unpaid and the
interest which has accrued on it must be paid, nevertheless, in full


a) on the fifth banking day following approval of the Company's balance
sheet, providing this is possible according to the balance sheet on the
conditions set out in the previous paragraph, or


b) on repayment of the principal of the Notes. Interest left unpaid shall
not earn further interest for the time after the announced Repayment
Date.


The Company shall notify Note Unit Holders, in accordance with Section
12, of the deferral of payment of interest and the payment of interest
left unpaid not later than five (5) banking days prior to the Interest
Payment Date.


Interest accrued on interest left unpaid shall rank senior on the
Interest Payment Date, after which unpaid interest balances shall be paid
and then the interest earned for the previous year.


If the Notes cannot be repaid at maturity, the interest payable on the
unpaid principal of the Notes shall be two (2) percentage points in
excess of the annual interest rate confirmed to this
Notes.


Interest shall be paid to a party who, according to the information
recorded in the Bondholder Register at the commencement of the maturity
date under the Terms and Conditions of the Notes, is entitled to receive
such payment.


If the book-entry unit issued for a Note Unit is subject to temporary
registration at the commencement of the maturity date, as specified in
these Terms and Conditions of the Notes, or if the book-entries issued
for the Note Unit have been recorded in a consignment account at the
commencement of the maturity date, the payment shall be made on the basis
of the information recorded in the relevant book-entry account. If
payment is not possible on the basis of the information recorded in the
Bondholder Register, payment shall be made to a party who can demonstrate
that the book-entry issued for the Note Unit belonged to him/her at the
commencement of the maturity date, in accordance with the Terms and
Conditions of the Notes.


The Company can pay dividends to its shareholders if, and only if, the
interest to be paid on these Notes, as well as any unpaid interest and
interest accrued on it, have been taken into account as an imputed
reduction in unrestricted equity.


9. Priority Ranking of the Notes


Should the Company be placed in liquidation, the Notes shall fall due for
repayment 90 days after the notice of liquidation has been entered into
the Trade Register.


The Notes are a capital loan whose principal and interest may be paid on
dissolution or bankruptcy of the Company solely at a priority ranking
below that of all other creditors.


These Notes shall have the same priority ranking as any capital loans or


comparable instruments which the Company currently have or may issue in


the future.


The Notes are not secured by a guarantee or other collateral.


II OTHER MATTERS


10. Technical Amendments


The Board of Directors shall have the right to amend the technical
procedures connected with the Notes in respect of payments or other
similar matter, without the consent of Note Unit Holders or Note Unit
Holders' meeting.




The Company shall advise Note Unit Holders of any amendments, in
accordance with Section 12.




The Notes shall be applied for public listing on the Helsinki Stock
Exchange.




11. Note Unit Holders' Meeting




(A) The Board of Directors shall have the right to convene a meeting of
the Note Unit Holders of these Notes (Note Unit Holders' Meeting) to
decide on amendments to the Terms and Conditions of the Notes.




(B) Notice of a Note Unit Holders' Meeting shall be published no later
than 10 days prior to the meeting, in accordance with Section 12. The
notice shall specify the date, hour, place, and
agenda of the meeting, as well as the procedure for registering to attend
the meeting.


(C) The Note Unit Holders' Meeting must be held in Helsinki and its
chairman shall be appointed by the Company.


(D) The Note Unit Holders' Meeting shall have a quorum if two or more
persons together holding at least 50% of the outstanding principal amount
of the Notes are present. The Note Unit Holders' Meeting shall,
nevertheless, only have a quorum for passing an extraordinary resolution
pursuant to Section 11 (I) if two or more persons are present who
together represent at least 75% of the outstanding principal amount of
the Notes.


(E) If the Note Unit Holders' Meeting does not have a quorum within 30
minutes of the time for starting the meeting as set forth in the notice,
consideration of the agenda of the meeting can be deferred to a new Note
Unit Holders' Meeting, at the request of the Company, said meeting to be
held within no less than 14 days and no more than 28 days at a place
designated by the Company.


The new Note Unit Holders' Meeting shall have a quorum if two or more
persons together representing at least 10% of the outstanding principal
amount of the Notes are present. The new Note Unit Holders' Meeting
shall, nevertheless, constitute a quorum for the purpose of passing an
extraordinary resolution pursuant to Section 11 (I) only if two or more
persons are present who together represent at least 67% of the
outstanding principal amount of the Notes.


(F) Notice of a new Note Unit Holders' Meeting to be held owing to an
adjournment, shall be published in the same manner as the notice
convening the original meeting. The notice shall furthermore state the
conditions under which a quorum shall be constituted.


(G) Note Unit Holders' voting rights shall be determined on the basis of
the principal amount of Note Units held. Componenta and the consolidated
companies of the Componenta Group shall not hold voting rights at the
Note Unit Holders' Meeting.


Resolutions of the Note Unit Holders' Meeting shall be passed by a simple
majority of the votes cast. Should the voting result in a tie, the
chairman shall have the casting vote. An extraordinary resolution
pursuant to Section 11 (I) shall be passed, however, only if it obtains
at least three-quarters of the votes cast.


(H) A representative of the Company and a person authorized to act for
the Company shall have the right to attend and speak at a Note Unit
Holders' Meeting.


(I) A Note Unit Holders' Meeting shall have the right to decide on the
following matters, which may be set forth in a proposal of the Board of
Directors, subject to an extraordinary resolution supported by a minimum
of three-quarters of the votes cast:


(a) altering the basis for calculation of interest on the Notes,


(b) changing the denomination of the Notes,


(c) amending the conditions under which a Note Unit Holders' Meeting
shall have a quorum or amending the qualified majority requirement for
passing an extraordinary resolution and


(d) amending Section 9 of the Terms and Conditions of the Notes.


(J) Resolutions passed by a Note Unit Holders' Meeting shall be binding
upon all Note Unit Holders, regardless of whether they are present at a
meeting and of whether the resolution of the Note Unit Holders' Meeting
has been entered in their Note Units. Note Unit Holders are obliged to
inform subsequent transferees of the Note Units of the resolutions of the
Note Unit Holders' Meeting.


(K) Terms and Conditions of the Notes, the amendment of which requires
the approval of a General Meeting of Shareholders of Componenta may not
be amended by a resolution of a Note Unit Holders' Meeting before the
General Meeting of Shareholders has given its approval.


(L) Where, in accordance with the Terms and Conditions of the Notes, the
Company may unilaterally decide on a measure, a decision taken on such a
matter shall not require the approval of a Note Unit Holders' Meeting.


(M) A reduction of the principal or the interest of the Notes and an
amendment to the last paragraph of Section 8 of these Terms and
Conditions, shall require the consent of all the Note Unit Holders as
given at a Note Unit Holders' Meeting or in some other certifiable
manner.


12. Notices


Note Unit Holders shall be obliged to inform the Company in case of
changes in his/her contact information or in case he/she transfers
his/her Note Units.


Note Unit Holders shall be advised of matters pertaining to the Notes by
means of a notice published in Helsingin Sanomat or in another national
daily newspaper designated by the Board of Directors. Note Unit Holders
shall be considered to have received notification when the notice has
been published in Helsingin Sanomat or in another national daily
newspaper designated by the Board of Directors.


In addition to the procedure described in the previous paragraph, the
Company can deliver notifications concerning the Notes in writing
directly to Note Unit Holders, making said delivery to the addresses they
have informed to the Company. Mailed notification shall be considered to
have been delivered on the date when the delivery has been left in the
post office. In this context, a Note Unit Holder is deemed to be the
party who, on the day of publication of the notice, has been entered as a
Note Unit Holder for the Notes in the Bondholder Register which is kept
by Finnish Central Securities Depository Ltd. The Company shall be
entitled to order the Bondholder Register from the Finnish Central
Depository Ltd.


13. Statute of Limitations


Where payment of the principal or interest has not been possible, due to
missing contact information, within three (3) years of the date on which
payment was first due under the Terms and Conditions of these Notes, the
right to any and all payment shall be forfeit (Act on Expiration of Debts
(15.8.2003/728, Section 4).


14. Governing Law


These Convertible Capital Notes shall be governed by Finnish law, and
disputes arising in respect of them shall be resolved in a competent
court in Finland.


15. Force Majeure


Componenta cannot be held responsible for the unreasonable impairment of
its operations due to a case of force majeure or a similar cause.


These terms and conditions have been made in Finnish and English. In case
of any discrepancy between the Finnish and English terms and conditions,
the Finnish terms and conditions are decisive.