Notice of Extraordinary General Meeting
Componenta Corporation Stock Exchange Release 17.8.2009 at 17.00
Notice is given to the shareholders of Componenta Corporation of the
Extraordinary General Meeting, which will be held at 10 am on Tuesday, 8
September 2009, at the company's headquarters in Käpylä, in the auditorium of
the Sato building, at the address Panuntie 4, 00610 Helsinki.
A MATTERS TO BE CONSIDERED AT THE GENERAL MEETING
The following matters will be considered at the meeting:
1. Opening of the meeting
2. Organisation of the meeting
3. Election of scrutinizers of the minutes and supervisors of the counting of
votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorisation of the Board of Directors to resolve on a share issue and an
issue of special rights entitling to shares
The Board of Directors proposes to the Extraordinary General Meeting that the
General Meeting authorise the Board of Directors to resolve on a share issue
and an issue of special rights entitling to shares referred to in Chapter 10,
Section 1 of the Limited Liability Companies Act in one or several instalments,
either against payment or without payment. The amount of shares to be issued,
including the shares to be received based on special rights, shall not exceed
8.000.000 shares. The Board of Directors may resolve to issue either new shares
or treasury shares possibly held by the company.
The authorisation entitles the Board of Directors to resolve on all conditions
for the share issue and the issue of special rights entitling to shares,
including the right to derogate from the pre-emptive right of the shareholders.
The authorisation is proposed to be used to strengthen the balance sheet and
financial position of the company or to other purposes to be resolved on by
the Board of Directors.
The authorisation is proposed to be in force for five (5) years from the
resolution of the General Meeting. The authorisation cancels the authorisation
to resolve on a share issue and issue of special rights entitling to shares
given to the Board of Directors by the Annual General Meeting on 26 February
2007.
7. Closing of the meeting
B DOCUMENTS
The above mentioned proposal by the Board of Directors, this notice, the latest
financial statements, annual report and auditors' report of the company, the
resolution on distribution on assets adopted subsequent to the expiration of
the financial period ended 31 December 2008, the interim reports for the first
and second quarter for this year and the statement by the Board of Directors on
the events occurring after the interim report for the second quarter and having
an essential effect on the state of the company are available on the company's
webpage at www.componenta.com as of the date of publication of this notice. The
documents will also be available at the General Meeting and copies of them will
be sent to shareholders upon request. The minutes of the General Meeting will
be on display on the above mentioned webpage at the latest from 22 September
2009 onwards.
C INSTRUCTIONS TO PARTICIPANTS
1. Right to participate and registration
A shareholder, who on the record date of the General Meeting 27 August 2009 is
registered as a shareholder in the company's shareholder register maintained
by Euroclear Finland Ltd, is entitled to attend the meeting. A shareholder
whose shares have been entered into his/her personal book-entry account is
registered into the company's shareholder register.
A shareholder wishing to participate in the General Meeting is required to
register his/her participation no later than 1 September 2009 by letter to the
address Componenta Corporation, Panuntie 4, 00610 Helsinki or by telephone 010
403 2761 or by telefax 010 403 2721 or by email ir.componenta@componenta.com.
The registration letter or message must have arrived prior to the expiration of
the registration period.
A shareholder present at the General Meeting has a right to request information
on the matters dealt with by the General Meeting in accordance with Chapter 5,
Section 25 of the Limited Liability Companies Act.
2. Proxy representation and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A shareholder may have
several proxy representatives, who represent the shareholder with shares
booked on different book-entry accounts. In such case the shares represented by
each proxy representative shall be notified in connection with the
registration. Any powers of attorney are requested to be sent in original to
Componenta Corporation, Panuntie 4, 00610 Helsinki before the last date for
registration.
3. Owner of a nominee registered share
A shareholder whose shares are nominee registered and who wishes to participate
in the Extraordinary General Meeting must be notified for temporary entry into
the company's shareholders' register in order to participate in the General
Meeting at the latest on the date of registration for the General Meeting 1
September 2009, if the shareholder, on the basis of the same shares, is
entitled to be recorded in the shareholders' register on the record date of
the General Meeting 27 August 2009. A shareholder whose shares are nominee
registered is considered to be registered for the General Meeting, when he/she
is notified for temporary entry into the shareholders' register as described
above. A shareholder whose shares are nominee registered is advised to request
necessary instructions regarding the registration in the shareholders'
register, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank.
4. Other information
The company has on the date of the notice to the Annual General Meeting 17
August 2009 a total of 10,957,798 shares and 10,957,798 votes.
Helsinki, 17 August 2009
COMPONENTA CORPORATION
The Board of Directors
Heikki Lehtonen
President and CEO
FURTHER INFORMATION:
Heikki Lehtonen
President and CEO
tel. +358 10 403 00
Mika Hassinen
CFO
tel. +358 10 403 00
Componenta is a metal sector company with international operations and
production plants located in Finland, Turkey, the Netherlands and Sweden. The
net sales of Componenta were EUR 681 million in 2008. The Group employs approx.
3,800 people. Componenta's shares are quoted on the NASDAQ OMX Helsinki.
Componenta specializes in supplying cast and machined components and total
solutions made of them to its global customers who are manufacturers of
vehicles, machines and equipment.
Componenta Corporation
Panuntie 4, FI-00610 Helsinki , Finland
Tel. +358 10 403 00, Fax +358 10 403 2721
www.componenta.com