Invitation to the Annual General Meeting
Componenta Corporation Stock Exchange Release 20.1.2005 at 15.30
Invitation to the Annual General Meeting The shareholders of Componenta Corporation are invited to the Annual General Meeting, which will be held on Monday, 7 February 2005 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 480,765 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 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 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 480,765 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. Proposal of the Board of Directors to authorize the Board of Directors to decide on increasing company's share capital. The Board of Directors proposes that the Annual General Meeting would authorize the Board of Directors to decide on increasing the company's share capital in one or several tranches by issuing new shares, convertible bonds or option rights provided however that 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 authorization and the resolution of the Board of Directors on the increase. In addition, the Board of Directors proposes that the authorization would include the right to deviate from the preferential right of the shareholders to subscribe shares as well as the right to determine 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 authorization is proposed to include subscription of shares, convertible bonds or option rights in exchange for a capital contribution or using the right of set-off or otherwise subject to specific terms and conditions. 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 28 January 2004 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 3 February 2005, by letter to Componenta Corporation, Nuijamiestentie 3 C, 00400 Helsinki, Finland, or by telephone +358 9 2250 2701 or fax +358 9 2250 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 31 January 2005 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 2004 The Board of Directors proposes to the Annual General Meeting that a dividend of fifty (50) cents per share is paid for 2004. Provided that the Annual General Meeting approves the proposal of the Board of Directors on the dividend for 2004, the dividend shall 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 shall be paid on the fifth banking day subsequent to the settling day. 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 7 February 2005 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 2005 COMPONENTA CORPORATION Board of Directors Heikki Lehtonen President and CEO Further information: Heikki Lehtonen President and CEO tel. +358 9 225 021 Kimmo Virtanen CFO tel. +358 9 225 021