Invitation to the Annual General Meeting
Componenta Corporation Stock Exchange Release 20.1.2006 at 11.00
Invitation to the Annual General Meeting The shareholders of Componenta Corporation are invited to the Annual General Meeting, which will be held on Wednesday, 8 February 2006 at 14.00 pm at the restaurant Papa Giovanni's Showroom, WTC Plaza, Keskuskatu 7, 2nd floor, 00100 Helsinki. THE FOLLOWING MATTERS WILL BE HANDLED AT THE MEETING: Matters to be handled by the Annual General Meeting pursuant to article 12 of the Articles of Association. Proposal of the Board of Directors to authorize the Board of Directors to decide on acquiring company's own shares. The Board of Directors proposes that the Annual General Meeting would authorize 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 962,870 company's own shares, each with a nominal value of 2 euro, provided that after the acquisition the aggregate number of own shares held by the company, or the voting rights attached to the said shares do not exceed ten (10) 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 authorization is in force for one year from the decision of the Annual General Meeting. Proposal of the Board of Directors to authorize the Board of Directors to decide on disposing company's own shares. The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to decide on disposing the company's own shares using distributable funds on the following conditions: The Board of Directors may decide to dispose a maximum of 962 870 own shares acquired by the company. The Board of Directors is authorized 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 authorization is in force for one year from the decision of the Annual General Meeting. PARTICIPATION Shareholders who are registered as shareholders in the company's shareholder register no later than 27 January 2006 or who are entitled to attend to the meeting in accordance with chapter 3a, section 4, paragraph 2 of the Companies Act have the right to attend the meeting. REGISTRATION Shareholders wishing to attend the Annual General Meeting shall inform the company thereof no later than 1 February 2006, by letter to Componenta Corporation, Nuijamiestentie 3 C, 00400 Helsinki, Finland, or by telephone +358 010 403 2701 or fax +358 010 403 2721 or by e-mail pirjo.aarniovuori@componenta.com. The letter or message informing the company must arrive before the end of the period for registration. Any powers of attorney are requested to be sent in connection with the registration of attendance. COPIES OF DOCUMENTS Documents relating to the financial statements and other documents specified in the Companies Act will be available for review by the shareholders from 1 February 2006 onwards at the company's head office at Nuijamiestentie 3 C, 00400 Helsinki. The documents will also be on display at the Annual General Meeting. Copies of the aforementioned documents will be sent to shareholders on request. Dividend for 2005 The Board of Directors proposes to the Annual General Meeting that no dividend be paid for 2005. Election of the members of the Board of Directors and auditor Shareholders representing more than 10 percent of all the votes in the company have informed that they will propose to the Annual General Meeting of Componenta Corporation convening 8 February 2006 that the present members of the Board of Directors and the present auditor are re-elected for the next term of office. The present members of the Board of Directors and the present auditor have given their consents to the re-election. Helsinki 20 January 2006 COMPONENTA CORPORATION Board of Directors Heikki Lehtonen President and CEO Further information: Heikki Lehtonen President and CEO tel. +358 10 403 00 Kimmo Virtanen CFO tel +358 10 403 00