Decisions of the extraordinary shareholders meeting of Componenta

Report this content
Componenta Corporation   Stock Exchange Release  30.9.2004 at 12.10

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 stockoption
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 STOCKOPTION 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 preemptive 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.