Notice to the Extraordinary General Meeting of Componenta Corporation
Componenta Corporation Stock Exchange Release on 26.10.2016 at 15.45
On the basis of the interim accounts that have been approved in September 2016, the equity of the parent company (Componenta Corporation) has decreased to less than one half of the share capital. Therefore, pursuant to Chapter 20, Section 23(3) of the Companies Act the Board of Directors hereby convenes the shareholders of Componenta Corporation to the Extraordinary General Meeting to be held on Wednesday, 7 December 2016 at 8.00 a.m. 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 Extraordinary 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 Componenta Corporation’s interim accounts, consolidated financial statements and report of the Board of Directors
7. Measures for rehabilitating the company’s financial position
Componenta Corporation has in accordance with the Finnish Restructuring Act filed on 1 September 2016 a restructuring application to the District Court of Helsinki, petitioning the commencement of restructuring proceedings. The company has amended the restructuring application on 7 September 2016. The District Court of Helsinki has on 30 September 2016 made a decision on the commencement of the restructuring proceedings.
Due to asset value write offs made in the interim accounts the equity of Componenta Corporation (as a separate company) has become negative by approximately 9 Me. These write offs relate to receivables from subsidiaries, value of the subsidiary investments and certain other assets. No write offs have been made to the debts of the company. If the equity of the company according to its balance sheet is less than one half of the share capital, the Board of Directors shall, according to the Companies Act, convene a General Meeting to consider possible measures to remedy the financial position of the company.
The Board of Directors considers that there is reason to believe that the equity will increase to positive as a result of the debt cuts to be implemented in the restructuring proceedings. The Board of Directors proposes to the General Meeting that the company shall carry on with the measures already taken to remedy the company's equity and to ensure sufficient financing and liquidity.
8. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The proposals for the decisions on the aforementioned matters on the agenda of the General Meeting as well as this notice will be available on Componenta Corporation’s website at www.componenta.com. The proposals for the decisions and the other above-mentioned documents including interim accounts, consolidated financial statements and report of the Board of Directors are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
The material for the meeting and the proposals for decisions will be available on the above-mentioned website as from 16 November 2016, at the latest. The minutes of the meeting will be available on the above-mentioned website as from 21 December 2016, at the latest
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 24 November 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 2 December 2016 at 10.00 a.m. 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 010 403 2202 during 9 am and 4 pm;
c) by regular mail to Componenta Oyj/ 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, 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 24 November 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 2 December 2016 at 10.00 a.m. 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 Oyj, Panuntie 4, FI-00610 Helsinki before the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the 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, 26 October 2016, the total number of shares and votes in Componenta Corporation is 154 025 224.
Helsinki, 26 October 2016
COMPONENTA CORPORATION
Board of Directors
For further information, please contact:
Harri Suutari
CEO
tel. +358 10 403 2200
Marko Karppinen
CFO
tel. +358 10 403 2101
Componenta is a metal sector company with international operations and production plants located in Finland, Turkey 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. 3 700 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.