Notice of Annual General Meeting
Componenta Corporation STOCK EXCHANGE RELEASE 5.2.2007 at 13.15
Notice of Annual General Meeting Notice is given to the shareholders of Componenta Corporation of the Annual General Meeting, which will be held on Monday, 26 February 2007 at 13.00 at company's head office, address Satotalo, Panuntie 4, 00610 Helsinki. THE FOLLOWING MATTERS WILL BE CONSIDERED AT THE MEETING: 1. Matters to be considered by the Annual General Meeting pursuant to article 12 of the Articles of Association 2. Proposal by the Board of Directors to amend the Articles of Association The Board of Directors proposes that the Annual General Meeting resolve to amend the Articles of Association mainly due to the new Companies Act as follows: - The provisions on minimum and maximum share capital as well as nominal value are to be deleted (3§). - The fact that the company's shares belong to the book-entry system is noted. The remaining provisions of the article are to be deleted (4§). - The provisions on representation of the company are to be amended to correspond to the terminology of the new act (7§). - The manner in which notice of the general meeting is given is to be amended so that notice shall also be published by way of stock exchange release (10§). - The agenda of the Annual General Meeting is to be amended to correspond to the contents of the new act (12§). 3. Proposal by the Board of Directors to authorize the Board of Directors to resolve on the issuing of new shares as well as on the granting of option rights and other special rights entitling to subscription of shares The Board of Directors proposes that the General Meeting authorize the Board of Directors to resolve on the issuing of shares (both new shares and own shares in the possession of the company) as well as on the granting of option rights and other special rights in accordance with chapter 10, section 1 of the Companies Act in one or more lots resulting in an aggregate maximum amount of 2,000,000 shares issued based on the authorisation. The authorization does not exclude the right of the Board of Directors to resolve on a directed share issue. The authorization is in force for a period of five years from the resolution by the General Meeting. 4. Proposal by the Board of Directors to authorize the Board of Directors to resolve on the repurchase of the company's own shares The Board of Directors proposes that the General Meeting authorize the Board of Directors to resolve on the repurchase of own shares using the unrestricted shareholders' equity of the company. The authorization is proposed to cover a maximum of 1,000,000 own shares. The shares shall be repurchased through public trading, for which reason the shares are repurchased otherwise than in proportion to the holdings of the shareholders. The authorization does therefore not exclude the right of the Board of Directors to resolve on a directed share repurchase. The authorization is in force for a period of 18 months from the resolution by the Annual General Meeting. 5. Dividend for 2006 The Board of Directors proposes to the Annual General Meeting that a dividend of twenty-five (25) cents per share is paid for 2006. Provided that the Annual General Meeting approves the proposal by the Board of Directors on dividend for 2006, the dividend shall be paid to shareholders registered in the shareholders' register maintained by the Finnish Central Securities Depository Ltd on the record date, 1 March 2007, as determined by the Board of Directors. The dividend shall be paid on the fifth banking day following the record date. 6. 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 communicated that they will propose to the Annual General Meeting of Componenta Corporation convening on 26 February 2007 that the current members of the Board of Directors are reelected for the following term of office and that the Authorised Public Accounting firm Oy Audicon Ab is elected auditor. PARTICIPATION Shareholders who are registered as shareholders in the company's shareholder register no later than 16 February 2007 are entitled to attend the meeting. REGISTRATION Shareholders desiring to attend the Annual General Meeting shall register no later than 19 February 2007 by letter to Componenta Corporation, Panuntie 4, 00610 Helsinki, Finland, by telephone on +358 010 403 2701, by fax to +358 010 403 2721 or by e-mail to pirjo.aarniovuori@componenta.com. The registration letter or message shall arrive before the end of the period for registration. Any powers of attorney are requested to be sent to the mentioned address in connection with the registration. DISPLAY OF DOCUMENTS The financial statements and other documents specified in the Companies Act will be available for review on the company's webpages at www.componenta.com as of 19 February 2007. The documents will also be on display at the Annual General Meeting. Copies of the aforementioned documents will be sent to shareholders upon request. Helsinki, 5 February 2007 COMPONENTA CORPORATION The Board of Directors Heikki Lehtonen President and CEO Further information: Heikki Lehtonen President and CEO tel. +358 10 403 00 Matti Kivekäs CFO tel +358 10 403 00