Resolutions of the Annual General Meeting of Componenta Corporation
Resolutions of the Annual General Meeting of Componenta Corporation
The Annual General Meeting of Componenta Corporation, held 26 February 2007, approved the financial statement for the financial year 1 January - 31 December 2006 as well as discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting approved the proposal of the Board of Directors to distribute a dividend of twenty-five cents per share for the financial year 1 January - 31 December 2006. The Annual General Meeting re-elected Heikki Bergholm, Heikki Lehtonen, Juhani Mäkinen, Marjo Raitavuo and Matti Tikkakoski as members of the Board of Directors. The Board of Directors had an initial meeting after the Annual General Meeting and elected Heikki Bergholm as its Chairman and Juhani Mäkinen as Vice Chairman. The Annual General Meeting elected APA company Oy Audicon Ab as the company's auditor. Amendment of the Articles of Association The Annual General Meeting resolved to amend the Articles of Association mainly due to the new Companies Act as follows: *The provisions on minimum and maximum share capital as well as nominal value were deleted (3§). *The fact that the company's shares belong to the book-entry system is noted. The remaining provisions of the article were deleted (4§). *The provisions on representation of the company were amended to correspond to the terminology of the new act (7§). *The manner in which notice of the general meeting is given was amended so that notice shall also be published by way of stock exchange release (10§). *The agenda of the Annual General Meeting was amended to correspond to the contents of the new act (12§). Authorization of the Board of Directors to resolve on the issuing of shares as well as on the granting of option rights and other special rights entitling to subscription of shares The Board of Directors was authorized in accordance with its proposal to resolve on the issuing of shares as well as on the granting of option rights and other special rights entitling to subscription of shares upon the following terms and conditions: The Board of Directors may based on the authorization resolve on the issuance of shares, on the granting of option rights and other special rights in accordance with chapter 10, section 1 of the Companies Act resulting in an aggregate maximum amount of 2,000,000 shares issued based on the authorisation. The authorisation does not exclude the right to a direct issue of shares in deviation from the shareholders pre-emptive subscription right. The authorization is in force for a period of five years from the resolution by the General Meeting. Authorization of the Board of Directors to resolve on the repurchase of the company's own shares The General Meeting authorized the Board of Directors in accordance with its proposal to resolve on the repurchase of own shares as follows: The authorization covers a maximum of 1,000,000 own shares using the unrestricted shareholders' equity of the company. The shares shall be repurchased through public trading, for which reason the shares are repurchased otherwise than in proportion to the holdings of the shareholders. The purchase of the shares shall be based on the market price of Componenta's share in public trading. The repurchases shall be carried out on the Helsinki Stock Exchange in accordance with its rules and regulations. The Board of Directors may not implement the authorization to repurchase own shares if after the repurchase the company or its subsidiary would possess or have as a pledge more than ten (10) per cent of all shares of the company. The authorization is in force for a period of 18 months from the resolution by the Annual General Meeting. Helsinki, 26 February 2007 COMPONENTA CORPORATION Heikki Lehtonen President and CEO Further information: Heikki Lehtonen President and CEO tel. +358 10 403 00 Matti Kivekäs CFO tel +358 10 403 00