Decisions of the Annual General Meeting of Componenta
Componenta Corporation Stock Exchange Release 7.2.2005 at 16.30
Decisions of the Annual General Meeting of Componenta The Annual General Meeting of Componenta Corporation held 7 February 2005 approved the financial statement for the financial year 1 January - 31 December 2004 and discharged the members of the Board of Directors and the President and CEO from liability for the period. The Annual General Meeting approved the proposal of the Board of Directors that a dividend of fifty (50) cents per share is distributed. The dividend will be paid to those shareholders that have on the settling day 10 February 2005, as determined by the Board of Directors, been entered into the shareholders' register maintained by Finnish Central Securities Depository Ltd. The dividend will be paid on the fifth banking day subsequent to the settling day. 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 re-elected APA Kari Miettinen as the company's auditor and PricewaterhouseCoopers Oy as the company's deputy auditor. Authorisation to acquire the company's own shares The Annual General Meeting authorised the Board of Directors to decide on acquiring the company's own shares using distributable funds on the following conditions: The Board of Directors may decide to acquire a maximum of 480,765 shares, each with a nominal value of 2 euro, provided however that after the acquisition the aggregate nominal value of own shares held by the company or its subsidiaries, or the voting rights attached to the said shares do not exceed five (5) per cent of the company's share capital or of the voting rights attached to all the shares. Shares may be acquired in deviation from the shareholders' existing holdings in public trading on the Helsinki Exchanges. Shares may be acquired at the market price formed in the public trading at the time of acquisition. The shares may be acquired in order to strengthen the company's capital structure, in order to finance acquisitions or other corporate restructurings, for the purpose of disposing the shares or for annulment, or for other purposes that the Board of Directors considers to be in the interest of shareholders. The authorisation is in force for one year from the decision of the Annual General Meeting. Authorisation to dispose the company's own shares The Annual General Meeting authorised the Board of Directors to decide on disposing the company's own shares on the following conditions: The Board of Directors may decide to dispose a maximum of 480,765 own shares acquired by the company. The Board of Directors is authorised to decide to whom and in what order the company's own shares shall be disposed and may dispose the shares in deviation from the proportion of the shareholders' existing holdings. However, the shares may not be disposed to the benefit of a company insider. The shares may be disposed at a value to be decided by the Board of Directors and may be paid for otherwise than in cash. The shares may be disposed in order to finance or carry out acquisitions or other corporate restructurings, or as part of an incentive scheme for key personnel. The shares may also be sold in public trading. The authorisation is in force for one year from the decision of the Annual General Meeting. Authorisation to increase the share capital The Annual General Meeting authorised the Board of Directors to decide on increasing company's share capital on the following conditions: The Board of Directors may decide on increasing the company's share capital in one or several tranches by issuing new shares, convertible bonds or option rights. The share capital of the company may be increased by a maximum of 3,846,122 euro or a lesser amount corresponding to a maximum of one fifth of the registered share capital of the company and the voting rights attached to all the shares at the time of the resolution of the Annual General Meeting on authorisation and the resolution of the Board of Directors on the increase. The maximum number of shares to be issued on account of the authorisation is 1,923,061 shares, each with a nominal value of 2 euro. The Board of Directors is authorised to deviate from the preferential right of the shareholders to subscribe shares as well as to determine the subscription prices and other subscription conditions. The preferential right of the shareholders to subscribe shares may be deviated from provided that there is a material economical reason therefor, such as carrying out a corporate acquisition or other corporate restructuring or incentive scheme for the company's personnel. The resolution on increasing the share capital may not be made to the benefit of a company insider. The authorisation includes subscription of shares, convertible bonds and option rights in exchange for a capital contribution or using the right of setoff or otherwise subject to specific terms and conditions. The authorisation is in force for one year from the decision of the Annual General Meeting. Helsinki, 7 February 2005 COMPONENTA CORPORATION Heikki Lehtonen President and CEO Further information: Heikki Lehtonen Kimmo Virtanen President and CEO CFO tel. +358 9 225 021 tel +358 9 225 021