Notice of the Annual General Meeting of Componenta Corporation
Componenta Corporation, Stock Exchange Release, 16 March 2022 at 14.00 p.m. EET
Notice is given to the shareholders of Componenta Corporation of the Annual General Meeting to be held in Technopolis Aviapolis meeting room Akropolis 2 at Teknobulevardi 3−5, 01530 Vantaa on Friday 8 April 2022 at 9 a.m. (Finnish time GMT+2). The General Meeting cannot be attended in person, but participation and the exercising of shareholder rights will take place in advance in the manner set out in this invitation.
To limit the spread of the COVID-19 pandemic, the Board of Directors has decided on an exceptional meeting procedure under the temporary act (375/2021), which entered into force on 7 May 2021. The Annual General Meeting will be held without the presence of shareholders or their representatives at the meeting place. The Board of Directors of the company has decided to take the measures provided for by the temporary act so that the General Meeting can be held in a predictable manner, taking the health and safety of shareholders, the company’s employees and other stakeholders into account.
Shareholders of the company and their representatives may participate in the General Meeting and exercise their rights only by voting in advance and by submitting counterproposals and questions in advance in accordance with this invitation and other instructions of the company. Instructions for shareholders can be found in section C of this invitation: Instructions for participants at the general meeting.
The General Meeting will be videotaped, and a video recording of the meeting will be added to the company’s website at https://www.componenta.com/investors/corporate-governance/general-meeting/agm-2022/ within a reasonable time after the meeting.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney Jyrki Tähtinen will act as chair of the meeting. If Jyrki Tähtinen is unable to take the chair for a weighty reason, the Board of Directors will appoint the person it deems best suited.
3. Election of persons to scrutinise the minutes and supervise the counting of votes
The company’s General Counsel Hanna Seppänen will scrutinise the minutes and supervise the counting of votes. If Hanna Seppänen is unable to act as the scrutiniser of the minutes and supervise counting the votes for a weighty reason, the Board of Directors will appoint the person it deems best suited for scrutinising the minutes and supervising 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
Shareholders who have voted in advance within the advance voting period, and who have the right to participate in the General Meeting pursuant to chapter 5, sections 6 and 6a of the Finnish Limited Liability Companies Act, are considered to attend the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Presentation of the financial statements, consolidated financial statements, report of the Board of Directors and the auditor’s report for 2021
Review by the CEO.
Since the General Meeting can only be attended by advance voting, the annual review published by the company on 16 March 2022, which includes the financial statements, report of the Board of Directors and auditor’s report, is deemed to have been submitted to the General Meeting. The annual review is available on the company’s website.
7. Adoption of the financial statements, which includes the adoption of the consolidated financial statements
8. Resolution on the use of profit shown on the balance sheet
Componenta Group's result for the financial year was EUR -0.4 million. Componenta Corporation's result for the financial year was EUR 0.68 million. On 31 December 2021, Componenta Corporation's distributable funds totalled EUR 15.7 million. The Board of Directors proposes that no dividends be distributed based on the balance sheet established for the financial year that ended on 31 December 2021.
As the Board of Directors proposes that less be distributed as a dividend than provided for in chapter 13, section 7 of the Companies Act, shareholders have the right to demand a dividend in the amount of a minority dividend in accordance with the said provision. The minority dividend is EUR 339,959.29 (as per the date of this notice of the meeting, EUR 0.035718 per share), i.e. half Componenta Corporation’s profit for the financial year.
A minority dividend must be distributed if required by shareholders holding at least one tenth of all the shares. A claim for a minority dividend is deemed to have been made if the shareholder votes in favour of the minority dividend in advance voting, and no separate claim or counterproposal is required.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the remuneration report of the governing bodies
As the General Meeting can only be attended by advance voting, the remuneration report of the governing bodies published by the company via its stock exchange release on 16 March 2022, which is available on the company’s website at https://www.componenta.com/investors/corporate-governance/general-meeting/agm-2022/, is deemed to have been presented to the General Meeting for advisory approval.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the members of the Board of Directors, who will be elected to the term continuing to the Annual General Meeting 2023, will be paid an annual remuneration as follows: EUR 50,000 to the Chair and EUR 25,000 to the members of the Board of Directors. If the Board of Directors decides to establish Board committees, an annual fee of EUR 5,000 will be paid to the members of Board committees. The travel expenses of the members of the Board of Directors will be compensated in accordance with the company’s travel policy.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes that four (4) members will be elected for the Board of Directors for the term expiring at the close of the 2023 Annual General Meeting.
13. Election of members of the Board of Directors
For the term expiring at the close of the next Annual General Meeting, the Shareholders’ Nomination Board proposes that the current members of the Board of Directors Tomas Hedenborg, Anne Leskelä, Harri Suutari and Petteri Walldén be re-elected.
Of the nominees, Tomas Hedenborg, Anne Leskelä and Petteri Walldén are independent of the company and of the company’s significant shareholders. Harri Suutari is independent of significant shareholders, but not of the company, because he was the company’s CEO from November 2015 until the end of August 2019. All nominees have given their consent to the position.
The presentation of the persons nominated for the Board of Directors is available at Componenta Corporation’s website at https://www.componenta.com/investors/corporate-governance/general-meeting/agm-2022/.
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes that renumeration for the Auditor be paid according to an invoice approved by the company.
15. Election of Auditor
The Board of Directors proposes that the audit firm PricewaterhouseCoopers Oy be elected as the Auditor of the company for the next term of office. PricewaterhouseCoopers Oy has notified the company that Ylva Eriksson, Authorised Public Accountant, will act as the responsible auditor should it be elected as the auditor of the company.
16. Authorising the Board of Directors to decide on the share issue
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on share issues in one or several tranches as follows:
The issuance of shares may be carried out by offering new shares or transferring treasury shares held by the company.
The number of shares to be issued or transferred under the authorisation may not exceed 942,263 shares, which corresponds to approximately 9.9% of all the shares in the company.
The new shares may be issued, and the treasury shares held by the company may be transferred for consideration or without consideration.
The Board of Directors decides on all terms and conditions for the issue of new shares and the transfer of the company’s own shares. Based on the authorisation, the Board of Directors may decide on a share issue in deviation of the pre-emptive subscription right of the shareholders (directed issue) subject to conditions mentioned in the Finnish Limited Liability Companies Act. For example, the Board of Directors may use authorisation as compensation in acquisitions, develop capital structure, broaden the ownership base, acquire assets related to the company’s business or to finance or carry out other business transactions, for share-based incentive plans or other purposes decided by the Board of Directors.
The authorisation is valid until the end of the next Annual General Meeting, but until 30 June 2023 at the latest. The authorisation shall not revoke earlier valid and non-utilised authorisations to decide on share issues.
17. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the resolutions on the above matters on the agenda of the General Meeting, as well as this notice, are available on Componenta Corporation’s website at www.componenta.com. The financial statements, consolidated financial statements, report of the Board of Directors and auditor’s report of Componenta Corporation are available on the above website on 16 March 2022. Copies of these documents and of this notice will be sent to shareholders on request.
The minutes of the General Meeting will be available on the above website no later than 22 April 2022.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
To limit the spread of the COVID-19 pandemic, the Annual General Meeting will be held without the presence of shareholders or their proxy representatives at the meeting venue. Shareholders and their proxy representatives may attend the Annual General Meeting and exercise shareholder rights only by voting in advance and/or by submitting counterproposals and/or questions in advance in accordance with the instructions below.
1. Shareholders registered in the shareholders’ register
Each shareholder registered on 29 March 2022 (the record date of the General Meeting) in the shareholders’ register of the company held by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is registered in the shareholders’ register of the company. Shareholders may participate in the General Meeting only by voting in advance in accordance with the instructions below and by sending counterproposals and/or questions in advance.
2. Registration and advance voting
The advance voting period will commence on 22 March 2022 at 9 a.m., and the deadline for submitting counterproposals for voting is 21 March 2022 at 4 p.m. A shareholder registered in the shareholders’ register of the company, and who wants to participate in the General Meeting, shall register for the meeting and vote in advance no later than 1 April 2021 at 2 p.m. Finnish time, by which time all registrations and votes must have been received. Registration without submitting votes in advance does not constitute attendance at the General Meeting.
A shareholder with a personal Finnish book-entry account may vote in advance for certain items on the agenda of the General Meeting between 22 March 2022 at 9 a.m. and 1 April 2022 at 2 p.m. Finnish time as follows:
a) on the company website, at the address
https://www.componenta.com/investors/corporate-governance/general-meeting/agm-2022/
For natural persons or their proxy representatives, electronic registration and advance voting require the shareholder’s Finnish personal identification number and secured strong electronic authentication with Finnish online banking credentials and a mobile certificate. In the case of persons other than natural persons, the shareholder’s identity or business ID and the book-entry account number are required.
b) by email
A shareholder may submit the advance voting form made available on the website of the Componenta General Meeting on 20 March 2022, or similar information to Euroclear Finland Oy, by email to yhtiokokous@euroclear.eu. If a shareholder participates in the General Meeting by submitting advance votes to Euroclear Finland Oy by email before the end of the registration or advance voting, this submission of votes will be considered as registration for the Annual General Meeting, as long as it contains the above information required for registration and advance voting.
The instructions for advance voting are also available on the company’s website at
https://www.componenta.com/investors/corporate-governance/general-meeting/agm-2022/.
Personal data provided by shareholders to Componenta Oyj or Euroclear Finland Oy shall be used only in connection with the General Meeting and the processing of the necessary registrations related thereto. The privacy policy is available on the company’s website at www.componenta.com.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. The shareholder’s proxy representative must also vote in advance as described in the notice.
Proxy templates and additional instructions for making an authorisation are available on the company’s website at https://www.componenta.com/investors/corporate-governance/general-meeting/agm-2022/.
Due to the COVID-19 pandemic, shareholders who do not vote in advance are requested to exercise their rights through a central representative appointed by the company by authorising the lawyer Akseli Uotila or another lawyer appointed by him to represent the shareholder and exercise their voting rights.
There will be no cost to the shareholder to authorise the nominated representative, except for any postage costs for proxy materials. The signed power of attorney, including the advance voting form, must be submitted to Akseli Uotila, a lawyer at Borenius Attorneys at Law, by post or email (contact information below) before the end of the registration period and voting time, by which time the said documents must be received.
The presentation of the company’s appointed representative can be found on the website https://www.borenius.com/people/akseli-uotila, and his contact information is: e-mail: akseli.uotila@borenius.com; postal address: Akseli Uotila, Borenius Attorneys at Law Oy Eteläesplanadi 2, FI-00130 Helsinki.
A shareholder may also attend the Annual General Meeting and exercise their rights there through another proxy of their own choice. A proxy representative shall produce a dated proxy document or in an otherwise reliable manner demonstrate their right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Shareholders’ representatives may attend the Annual General Meeting and exercise their shareholder rights only by voting in advance and submitting counterproposals and questions in advance in accordance with this notice and other instructions of the company. It is not possible to attend the meeting on site.
The proxy chosen by the shareholder must also vote in advance by email as described in this invitation (the proxy cannot vote through the electronic advance voting system).
Possible proxy documents should be delivered by regular mail to Euroclear Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by email at yhtiokokous@euroclear.eu prior to the ending of registration on 1 April 2022 at 2 p.m. Finnish time, when all proxy documents must have been received.
Delivery of the proxy documents to the company prior to the ending of the registration period constitutes registration for the General Meeting, provided that all of the above information required for registration is enclosed.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which they would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy on 29 March 2021 (the record date of the General Meeting). The right to participate in the General Meeting also requires that the shareholder based on such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 5 April 2021 at 10 a.m. Finnish time. As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in shareholdings occurring after the record date of the General Meeting will not affect the right to attend the Extraordinary General Meeting or the number of votes of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation of the custodian bank must register a holder of nominee registered shares who wants to participate in the General Meeting in the company’s temporary shareholders’ register no later than the time stated above.
5. Other instructions and information
Shareholders holding at least one hundredth of all the shares in the company have the right to make counterproposals to the proposals for resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be submitted to the company by email to ir.componenta@componenta.com no later than 21 March 2022 at 4 p.m. Finnish time. Shareholders making a counterproposal must present evidence of their shareholdings in connection with delivering the counterproposal. The counterproposal will be considered at the General Meeting, provided that the shareholder has the right to participate in the General Meeting, and that the shareholder holds shares corresponding to at least one hundredth of all the shares in the Company on the record date of the General Meeting. If the counterproposal is not accepted for consideration at the Annual General Meeting, the votes given in favour of the counterproposal will not be considered. The company will publish possible counterproposals to be put to a vote on the company’s website at https://www.componenta.com/investors/corporate-governance/general-meeting/agm-2022/ by no later than 22 March 2021.
A shareholder may present questions pursuant to chapter 5, section 25 of the Finnish Limited Liability Companies Act until 25 March 2022 at 4 p.m. Finnish time by email to ir.componenta@componenta.com. Any such questions, the answers provided by the company’s management and any counterproposals, excluding those put to the vote, can be found on the company’s website on 30 March 2022. Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the company.
On the date of this notice to the General Meeting, 16 March 2022, the total number of shares and votes in Componenta Corporation is 9,517,813.
COMPONENTA CORPORATION
Board of Directors
For further information. please contact:
Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101
Distribution:
Nasdaq Helsinki
Principal media
www.componenta.com
Componenta Corporation is an international technology company and Finland's leading contract manufacturer in the machine building industry. Sustainability and customer needs are at the core of the company’s broad technology portfolio. Componenta Corporation manufactures components for its customers, which are global manufacturers of machinery and equipment. The company’s stock is listed on Nasdaq Helsinki. www.componenta.com