Notice to the Annual General Meeting of Componenta Corporation
Notice is given to the shareholders of Componenta Corporation to the Annual General Meeting to be held on Friday, 1 April 2016 at 10.00 am at the company’s headquarters in Käpylä 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 2015
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 the profit shown on the balance sheet and the payment of dividend
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 to the General Meeting that the remuneration of the members of the Board of Directors remains unchanged and that the remuneration of the members of the Board of Directors elected for the term of office lasting until the Annual General Meeting of 2017 is thus paid as follows: The Chairman of the Board of Directors is paid EUR 60,000 and members of the Board of Directors are paid EUR 30,000. Additionally, the members of the committees of the Board of Directors are paid EUR 5,000. The travel expenses of the members of the Board of Directors are compensated in accordance with the company’s travel rules.
11. Resolution on the number of members of the Board of Directors
The Nomination Board proposes to the General Meeting that six members are elected to the Board of Directors.
12. Election of members of the Board of Directors
The Nomination Board proposes to the General Meeting that Olavi Huhtala, Olli Isotalo, Perttu Louhiluoto, Riitta Palomäki, Matti Ruotsala ja Tommi Salunen, all currently members of the Board of Directors, are re-elected to the Board of Directors for the following term of office.
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 proposal by the Audit Committee, that the audit firm PricewaterhouseCoopers Oy is elected as the auditor of the company for the following term of office. Pricewater houseCoopers 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. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the decisions on the other aforementioned matters on the agenda of the General Meeting above as well as this notice are available on Componenta Corporation’s website at www.componenta.com. The financial statement, the consolidated financial statements, the proposal concerning the distribution of profit, the report of the Board of Directors and the auditor’s report of Componenta Corporation are available on the above mentioned website on Friday, 11 March 2016. 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 15 April 2016.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 18 March 2016 (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 29 March 2016 at 10.00 am by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date.
Such notice can be given:
a) by e-mail ir.componenta@componenta.com;
b) by telephone +358 10 403 2701;
c) by telefax +358 10 403 2721; or
d) by regular mail to Componenta Corporation, 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, where necessary, 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 18 March 2016 (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 29 March 2016 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, 9 March 2016, the total number of shares and votes in Componenta Corporation is 97,269,224.
Helsinki, 9 March 2016
COMPONENTA CORPORATION
Board of Directors
For further information, please contact:
Harri Suutari
President and CEO
tel. +358 400 384 937
Markku Honkasalo
CFO
tel. +358 10 403 2710
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 495 million in 2015 and its share is listed on Nasdaq Helsinki. The Group employs approx. 4,250 people. 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.