Decisions of the extraordinary shareholders meeting of Componenta

Decisions of the extraordinary shareholders meeting of Componenta The extraordinary shareholders meeting of Componenta Corporation has on 30 September 2004 resolved to issue 450.000 stock option rights in accordance with the enclosed proposal of the board of directors. The option rights will be offered, in deviation from the shareholders' pre-emptive right, to those persons who have been allocated stock option rights on the basis of the resolution made on 15 March 2001 (Componenta 2001 stock option rights), to the extent that the obligation to return such option rights has not been realised or, by virtue of the option rights granted on 15 March 2001, the subscription period of shares has not expired. By virtue of option rights, a total of 450,000 new shares with a nominal value of 2 euro each may be subscribed. The share capital of the company may be increased due to the share subscriptions by a maximum of 900,000 euros. Helsinki, 30 September 2004 COMPONENTA CORPORATION Heikki Lehtonen President and CEO ENCL. Enclosure 1: Proposal of the board of directors to grant stock-option rights Enclosure 2: Terms and conditions of the stock-option rights Further information: Heikki Lehtonen President and CEO tel +358 9 225 021 Kimmo Virtanen CFO tel +358 9 225 021 ENCLOSURE 1 THE BOARD OF DIRECTORS' PROPOSAL TO THE EXTRAORDINARY SHAREHOLDERS' MEETING ON 30 SEPTEMBER 2004 (GRANTING THE STOCK-OPTION RIGHTS) The Board of Directors proposes that the Extraordinary Shareholders' Meeting on 30 September 2004 would, in order to update Trade Register entries, resolve to renew the resolution by the Extraordinary Shareholders' Meeting on 15 March 2001 to grant stock option rights to key personnel of the company. The proposal of the Board of Directors in its entirety is as follows: The Board of Directors proposes that the Extraordinary Shareholders' Meeting resolves to grant 450,000 stock option rights, which will entitle to subscribe for a total of 450,000 shares of Componenta Corporation. The option rights will be offered, in deviation from the shareholders' pre-emptive right, to those persons who have been allocated stock option rights on the basis of the resolution made on 15 March 2001 (Componenta 2001 stock option rights), to the extent that the obligation to return such option rights has not been realised or, by virtue of the option rights granted on 15 March 2001, the subscription period of shares has not expired. The option rights will be allocated so that the number of stock option rights of each Componenta 2001 stock option rights holder will remain unchanged. The option rights will be offered for subscription without charge. By virtue of option rights, a total of 450,000 new shares with a nominal value of 2 euro may be subscribed, of which 225,000 shares may be subscribed immediately after the option rights have been registered into the Trade Register and 225,000 shares may be subscribed immediately after the option rights have been registered into the Trade Register, however, at the earliest 1 October 2004. The period reserved for subscription of shares expires on 31 October 2006 with respect to all stock option rights. The subscription price for shares will be four euro and eighty-five cents (4.85 euro). The subscription price for shares will be deducted with the amount of dividends distributed after 15 March 2001 on each record date and prior to the subscription of shares. The current subscription price for the shares by virtue of stock option rights is four euro and sixty cents (4.60 euro). However, the subscription price shall be at least the nominal value of the share. The share capital of the company may be increased due to the subscriptions by a maximum of 900,000 euros. The shares shall be paid upon subscription. The proposal to deviate from the shareholders' pre-emptive subscription right and to offer the stock option rights without consideration is made because the stock option rights are intended as part of the Group's incentive and engagement program for key personnel, which is an important financial reason for the company. The shares will entitle to dividend from the accounting period during which the shares have been subscribed. Shareholder's rights will commence when the increase of the share capital is registered in the Trade Register. Some of the persons entitled to subscription belong to the insiders of the Company. All members of this group and who are eligible for subscription hold a total of 41.3 % of the Company's shares and votes. The number of the shares available for subscription on the basis of the options to be now issued constitutes approximately 4.7 % of the Company's present shares and votes. The proportion of the persons belonging to the insiders of the Company and eligible for subscription, from the share capital of the Company and from the total amount of votes may not rise to more than 40.2 % if all the shares to be subscribed by virtue of the stock option rights are subscribed in its entirety. Enclosed with the proposal of the Board of Directors are the terms and conditions of the stock option rights and subscription for shares, a copy of the Minutes of the Extraordinary Shareholders' Meeting of 15 March 2001 together with all other documentation required under the Companies Act. The Board of Directors ENCLOSURE 2 TERMS AND CONDITIONS OF OPTION RIGHTS THAT WILL BE OFFERED TO COMPONENTA 2001 OPTION RIGHTS HOLDERS The Board of Directors of Componenta Corporation ("Componenta" or "the Company") proposes that the Extraordinary Meeting of the Shareholders on 30 September 2004 would decide to grant option rights, with the conditions mentioned below, to the holders of the option rights ("Componenta 2001 option right") issued by Componenta Corporation ("Componenta") in the year 2001. TERMS AND CONDITIONS OF OPTION RIGHTS 1. Amount of option rights A maximum of 450.000 option rights will be issued and they will entitle to subscribe for a maximum of 450.000 shares of Componenta. A maximum of 225.000 of the option rights will be marked with the letter A, and a maximum of 225.000 of the option rights with the letter B. 2. Directing the option rights Option rights will be granted in deviation from the shareholders' pre- emptive right for subscription to those persons who have been allocated stock option rights on the basis of the resolution made on 15 March 2001, to the extent that the obligation to return such option rights has not been realised or, by virtue of the option rights granted on 15 March 2001, the subscription period of shares has not expired. The Board of Directors is entitled to decide on the details of the allocation of the option rights. The option rights will be allocated so that the number of stock option rights of each holder of Componenta 2001 stock option rights will remain unchanged. A further condition for the subscription is that the holder waives all his Componenta 2001 option rights as well as the rights related thereto. The proposal to deviate from the shareholders' pre-emptive subscription right is made because the option rights are intended as part of the Company's incentive and engagement program for key personnel. 3. Subscription of option rights The option rights may be subscribed immediately after the shareholders' meeting has resolved on the issuance of the stock options. The option rights shall be deemed subscribed by virtue of previous subscriptions of Componenta 2001 option rights. The Board of Directors of the Company is also authorised to act as an agent of the subscribers of the option rights and to carry out necessary subscriptions, entries and other actions in order to update the registration information with respect to the option rights. Other matters relating to the subscription are decided by the Board of Directors. The owner of option rights will be provided option certificates upon request once the time for subscription of shares has begun, unless the option rights have been entered into the book-entry system. A written notice will be provided concerning all the relevant aspects relating to option rights and which possibly requires actions from the part of the option rights holder. These notices will be delivered to the option holder to the address that he has announced upon subscription. TERMS AND CONDITIONS OF SHARE SUBSCRIPTION 1. Right to subscribe for new shares Each option right will entitle its owner to subscribe for one (1) share of Componenta. The nominal value of the share is two (2) euros. Due to the subscriptions, the share capital of Componenta may increase by a maximum of 450.000 new shares, i.e. 900.000 euros. 2. Share subscription and payment The period for the subscription of the shares commences * for option rights "A" immediately after the option rights have been registered into the Trade Register; and * for option rights "B" immediately after the option rights have been registered into the Trade Register, however, at the earliest 1 October 2004. The share subscription period will end on 31 October 2006 for all the option rights. The Board of Directors will later on indicate the place where the subscription will take place. The payment for the subscription shall take place at the time of the subscription. 3. Subscription price The subscription price will be four euros and eighty-five cents (4.85 euros) deducted on every record date of distribution of dividend after 15 March 2001 by the amount of dividends distributed prior to the subscription of shares. However, the subscription price shall be at least the nominal value of the share. 4. Registration of the shares Shares subscribed for and fully paid for will be entered in the subscriber's book-entry account. 5. Shareholder rights Subscribed shares will entitle to dividend distributed for the accounting period during which the shares have been subscribed. Shareholder rights shall commence when the increase of the share capital has been entered into the Trade Register. 6. Share issues, convertible bonds, warrants and stock options before share subscription Should the Company, before the subscription for shares, raise its share capital through an issue of new shares or issue new convertible loans, warrants or option rights, an owner of option rights shall have the same right as or an equal right to that of a shareholder. This is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the subscription price or both of these. Should the Company, before the share subscription, raise its share capital by means of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of option rights remains unchanged. Should the new number of shares that can be subscribed for by virtue of one option right be a fraction, the fraction is taken into account by reducing the subscription price. 7. Rights in certain situations If the Company reduces its share capital before the subscription for shares, the subscription right of the options, according to the terms and conditions of the option rights, shall be adjusted accordingly as specified in the resolution to reduce the share capital. If the Company is put into liquidation before the subscription of shares, an opportunity shall be reserved to the owners of option rights to use their subscription right during a period defined by the Board of Directors before the commencement of liquidation. If the Company resolves to merge into another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the owner of option rights shall before the merger or division be given the right to subscribe for the shares within the period of time defined by the Board of Directors. After such date no subscription right shall exist. If the Company resolves to acquire own shares by an offer made to all shareholders after the time for subscription of shares has begun, an equal offer shall be made to the owners of option rights. In other circumstances the acquisition of own shares causes no actions on behalf of the Company. If a shareholder receives a redemption right and a duty regarding the shares of other shareholders according to chapter 14 section 19 of the Finnish Limited-liability Companies Act, (a party has more than 90 % of the company's shares), the owner of option rights shall be given a possibility to use his pre-emptive subscription right within a period of time defined by the Board of Directors. If the nominal value of the share is changed while the share capital remains unchanged, the terms and conditions of subscription shall be amended so that the total nominal value of the shares available for subscription and the total subscription price remain the same. Changing of the Company from a public limited liability company to a private limited liability company causes no change to the subscription terms. 8. Dispute resolution Disputes arising in relation to the option rights shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. 9. Other matters The Board of Directors may decide on transferring the option rights to the book-entry system at a later date and on the technical changes made to these terms owing to this. The Board of Directors will decide on other matters related to the option rights. The documents regarding the option rights are on view at the headquarters of Componenta in Helsinki. Componenta is a metal sector company with international operations and production plants located in Finland, Netherlands and Sweden. The total net sales of Componenta and De Globe acquired in March 2004 exceeded EUR 259 million in 2003 and the group employed about 2,200 people. Componenta's shares are quoted on the Main List of the Helsinki Exchanges. The group's customers operate in the heavy truck, off-road, power and transmission and machine building industries. Componenta specializes in supplying ready-to-install cast, geared and machined components directly to the customer's assembly line. Componenta Corporation Nuijamiestentie 3 C FIN-00400 Helsinki , Finland Tel. +358 9 225 021, Fax +358 9 2250 2721 http://www.componenta.com ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2004/09/30/20040930BIT00070/wkr0001.pdf