Notice to the Annual General Meeting of Componenta Corporation
Componenta Corporation Stock Exchange Release on 12 April 2019 at 8.00 EET
Notice is given to the shareholders of Componenta Corporation to the Annual General Meeting to be held at Messukeskus Helsinki meeting room 201 (Siipi entrance), at address Messuaukio 1, 00520 Helsinki on Thursday 16 May 2019, at 13.00 EET. The reception of persons who have registered for the meeting will commence at 12.30 EET. Refreshments will be served 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
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 2018.
- 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 will be paid for the financial period 1 January – 31 December 2018.
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 2020, 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 Petteri Walldén, Anne Leskelä and Asko Nevala are re-elected as Board members and Harri Pynnä is elected as new Board member.
The presentation of the persons nominated for the Board of Directors is available at Componenta Corporation’s website at www.componenta.com.
All nominated persons are independent of the company and significant shareholders and have given their consent to the election.
13. Election of auditor
The Board of Directors proposes 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. Amendment of the Articles of Association
The Board of Directors proposes that the General Meeting resolve that the Articles of Association of the company be amended so that general meetings may be held, in addition to the domicile of the company, alternatively in Vantaa, Espoo or Karkkila.
Section 8 of the Articles of Association is therefore proposed to be amended to read as follows:
“8. Notice of General Meeting
The notice of the General Meeting shall be delivered by releasing the notice of meeting on the company’s webpage and as stock exchange release no more than three (3) months and no less than three (3) weeks prior to the General Meeting, however, always at least nine (9) days prior to the record date of the General Meeting. The Board of Directors may in addition decide to announce the notice of meeting in other ways.
A shareholder wishing to participate in the General Meeting shall register his/her participation as required in the notice of meeting and at the latest on the date stated in the notice, which date may be no earlier than ten (10) days before the meeting.
The general meeting of shareholders may be held either at the company's domicile or in Vantaa, Espoo or Karkkila.”
15. 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 Friday 12 April 2019. 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 30 May 2019.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 6 May 2019 (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 13 May 2019 at 16.00 EET 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 ir.componenta@componenta.com;
b) by telephone +358 10 403 2202 on weekdays between 9 and 16 (EET); or
c) by regular mail to Componenta Corporation / Pia Juntunen, Teknobulevardi 7, FI-01530 Vantaa.
In connection with the registration a shareholder shall notify his/her name, personal identification number (social security number) and telephone number and also the name of possible assistant or proxy representative as well as the personal identification number (social security number) of the proxy representative. 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 6 May 2019 (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 13 May 2019 at 10.00 EET. 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 at address Teknobulevardi 7, FI-01530 Vantaa, 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, 12 April 2019, the total number of shares and votes in Componenta Corporation is 177,269,224.
COMPONENTA CORPORATION
Board of Directors
For further information, please contact:
Harri Suutari
President and CEO
tel. +358 10 403 2200
Marko Karppinen
CFO
tel. +358 10 403 2101
Componenta is an international technology company. Componenta specializes in supplying cast and machined components to its global customers, who are manufacturers of vehicles, machines and equipment. The company’s share is listed on Nasdaq Helsinki.