Notice to the Annual General Meeting of Componenta Corporation
Componenta Corporation Stock Exchange Release on 30.3.2017 at 10.30
Notice is given to the shareholders of Componenta Corporation to the Annual General Meeting to be held on Friday 5 May 2017 at 1.00 pm in the auditorium of the Sato building at the address Panuntie 4, FI-00610 Helsinki.
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
3. Election of persons to scrutinize the minutes and to supervise 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. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s report for the year 2016.
- Review by the CEO
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
The Board of Directors proposes that no dividend be paid for the financial period 1 January – 31 December 2016.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Board proposes that the members of the Board of Directors, who will be elected to the term continuing to the annual general meeting 2018, will be paid annual remuneration as follows: EUR 50,000 to the Chairman 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. Travel expenses of the members of the Board of Directors will be compensated in accordance with the company’s travel policy.
11. Resolution on the number of members of the Board of Directors
The Nomination Board proposes that four members are elected to the Board of Directors.
12. Election of members of the Board of Directors
The Nomination Board proposes that the current members of the Board of Directors Olli Isotalo and Tommi Salunen are re-elected as Board members and Petteri Walldén and Anne Leskelä are elected as new Board members.
The presentation of the persons nominated for the Board of Directors is available at Componenta’s website: www.componenta.com.
All nominated persons are independent of the company and significant shareholders and have given their consent to the position.
13. Election of auditor
The Board of Directors proposes, upon the recommendation of the Audit Committee, that the audit firm PricewaterhouseCoopers Oy is elected as the auditor of the company for the following term of office. PricewaterhouseCoopers Oy has informed that Samuli Perälä, Authorised Public Accountant, will act as the responsible auditor should it be elected as the auditor of the company.
14. Reduction of the share capital and certain reserves to cover losses
The Board of Directors proposes that out of the loss of EUR 336,419,172.22 related to the financial periods ended on or before 31 December 2016 (the loss of the financial period ended on 31 December 2016 being EUR 236,496,663.78), as shown in the financial statements of the company as per 31 December 2016, a total amount of EUR 233,487,815.06 be covered as follows:
- by reducing the unrestricted equity reserve by EUR 197,476,971.36;
- by reducing the share premium reserve by EUR 15,114,467.70;
- by reducing the reserve fund by EUR 4,980; and
- by reducing the company’s share capital of EUR 21,891,396 by EUR 20,891,396.
The covering of the losses will be primarily directed to the losses of financial periods ended before 31 December 2016 and secondarily to the losses of the financial period that ended on 31 December 2016.
After the suggested actions:
- the sum of the unrestricted equity reserve, the share premium reserve and the reserve fund would be EUR 0.00; and
- the share capital of the company would be EUR 1,000,000.
Covering losses with share capital, the share premium reserve and the reserve fund results in a three-year restriction of distributions to shareholders. Under this restriction, the company may not during a three-year period following the registration of the decrease in the share capital distribute unrestricted equity without complying with the procedure for protection of creditors provided for in Chapter 14, Sections 3-5 of the Limited Liability Companies Act.
15. Canceling the resolution on the option right issue
The Board of Directors proposes that the General Meeting cancel the resolution by the General Meeting on 15 April 2016 to issue a maximum of 10,000,000 option rights to the key employees of the Componenta Group.
16. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the decisions on the aforementioned matters on the above agenda of the General Meeting as well as this notice are available on Componenta Corporation’s website at www.componenta.com. The financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s report of Componenta Corporation are available on the above-mentioned website on Wednesday 12 April 2017. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
The minutes of the meeting will be available on the above-mentioned website as from 19 May 2017.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 24 April 2017 (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 on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
Changes in shareholdings occurring after the record date of the General Meeting shall not affect the right to attend the General Meeting or the number of votes of the shareholder.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, shall register for the meeting no later than 2 May 2017 at 4.00 pm by giving a prior notice of participation, which shall be received by the company no later than on above-mentioned time and date.
Such notice can be given:
a) by e-mail firstname.lastname@example.org;
b) by telephone +358 10 403 2202 between 9 am and 4 pm; or
c) by regular mail to Componenta Corporation / Pia Juntunen, Panuntie 4, FI-00610 Helsinki.
The personal data given to Componenta Corporation by the shareholders is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, if needed, be able to prove his/her identity and/or right of representation.
2. 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 he/she on 24 April 2017 (the record date of the General Meeting) would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 2 May 2017 at 10.00 am. As regards nominee registered shares this constitutes due registration for the General Meeting.
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 his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
3. Proxy representatives 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 proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at 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.
Possible proxy documents should be delivered in originals to Componenta Corporation, Panuntie 4, FI-00610 Helsinki before the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the General Meeting, 30 March 2017, the total number of shares and votes in Componenta Corporation is 176,537,224.
Board of Directors
Componenta is an international technology company. 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. The company’s share is listed on Nasdaq Helsinki.