Invitation to the Extraordinary Sharehol

Tue, Sep 07, 2004 09:30 CET

Componenta Oyj Stock Exchance Release 7.9.2004. 11.30 am

Invitation to the Extraordinary Shareholders' Meeting

The shareholders of Componenta Corporation are invited to the
Extraordinary Shareholders' Meeting which will be held on
Thursday, 30 September 2004 at 10.00 am at the restaurant Papa
Giovanni's Showroom, address WTC Plaza, Keskuskatu 7, 2nd floor,
00100 Helsinki.

AT THE MEETING THE FOLLOWING MATTERS WILL BE ADDRESSED:
The proposal of the Board of Directors for issuance of 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 Board of Directors proposes that the Extraordinary
Shareholders' Meeting resolves to grant 450,000 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, 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 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 of the stock
option rights. The subscription price for shares will be four
euro and eighty-five cents (4.85 euro). The subscription price
will be deducted with the amount of dividend distributed after
15 March 2001 on every record date prior to the subscription of
shares. At present, the 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 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.

PARTICIPATION
Shareholders who are registered as shareholders in the company's
shareholder register no later than ten (10) days before the
Shareholders' Meeting have the right to attend the meeting.

NOTIFICATION
Shareholders wishing to attend the meeting must inform the
company no later than 23 September 2004, by letter to Componenta
Corporation, Nuijamiestentie 3 C, FIN-00400 Helsinki, 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 notification. Any powers of attorney are requested be sent
to the address above with the notification of attendance.

AVAILABILITY OF DOCUMENTS
The Board of Directors' proposal with appendices together with
all other documentation required under the Companies Act are
available in the company's premises at Nuijamiestentie 3 C,
00400 Helsinki as from 13 September 2004. The documents are also
available in the Shareholders' Meeting. Copies of the documents
will be sent to shareholders upon request.

Helsinki, 7 September 2004

COMPONENTA CORPORATION
The 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

ENCLOSURE

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.