Notice to the Extraordinary General Meeting of Componenta Corporation
Notice is given to the shareholders of Componenta Corporation to the Extraordinary General Meeting, which will be held at 9.00 a.m. on Friday, 27 June 2014, at the company’s headquarters in Käpylä, in the auditorium of the Sato building, at the address Panuntie 4, FI-00610 Helsinki.
A. MATTERS TO BE CONSIDERED AT THE GENERAL MEETING
The following matters will be considered at the General Meeting:
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. Authorisation of the Board of Directors to resolve on a share issue and an issue of special rights entitling to shares
The Board of Directors proposes to the Extraordinary General Meeting that the General Meeting authorises the Board of Directors to resolve on a share issue and an issue of special rights entitling to shares as referred to in Chapter 10, Section 1 of the Limited Liability Companies Act in one or several installments, either against payment or without payment. The aggregate amount of shares to be issued, including the shares to be received based on special rights, shall not exceed 9,000,000 shares. The proposed maximum amount of the authorisation corresponds approximately to 31 per cent of all the shares in the company, and in conjunction with the authorisation to resolve on a share issue and issue of special rights entitling to shares, amounting to maximum 6,000,000 shares given to the Board of Directors by the Annual General Meeting of shareholders on 13 March 2014 approximately to 51 per cent of all the shares in the company. The Board of Directors may resolve to issue either new shares or to transfer treasury shares potentially held by the company.
The authorisation entitles the Board of Directors to resolve on all conditions for the share issue and the issue of special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders. The authorisation is proposed to be used to strengthen the balance sheet and financial position of the company. The company has earlier announced that is has started the financing arrangements aiming to re-finance the company’s interest bearing debt with new long-term financing instruments. The arrangements have made progress according to plan and are targeted to be completed in the change of June-July. The financing arrangements and a possible share issue to be carried out in connection with them are aiming to decrease financial expenses and ensure the sufficient financing and liquidity for the company’s future development.
The authorisation is proposed to be in force until the next Annual General Meeting. The authorisation does not cancel the earlier authorisation to resolve on a share issue and issue of special rights entitling to shares given to the Board of Directors by the Annual General Meeting of shareholders on 13 March 2014.
7. Closing of the meeting
B. DOCUMENTS
The above mentioned proposal for the decision on the matter on the agenda of the General Meeting, this notice and other meeting documents in accordance with the Companies Act are available on the company’s website at www.componenta.com on 6 June 2014 at the latest. Copies of the proposal and of this notice and the meeting documents will also be available at the General Meeting and copies thereof will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website at the latest as of 11 July 2014.
C. INSTRUCTIONS TO PARTICIPANTS
- Right to participate and registration of the shareholders registered in the shareholders’ register
A shareholder, who on the record date of the General Meeting, 16 June 2014, is registered as a shareholder in the company’s shareholders’ register maintained by Euroclear Finland Ltd, is entitled to attend the General Meeting. A shareholder whose shares have been entered into his/her personal Finnish book-entry account is registered in the company’s shareholders’ register. 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, wishing to participate in the General Meeting is required to register his/her participation no later than 24 June 2014 at 10.00 a.m. by letter to the address Componenta Corporation, Panuntie 4, FI-00610 Helsinki, by telephone +358 10 403 00, by telefax +358 10 403 2721 or by email ir.componenta@componenta.com. The registration letter or message must have arrived prior to the expiration of the registration period.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting venue.
- Right to participate and registration of the 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 the record date of the General Meeting, 16 June 2014, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The participation in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily entered in the shareholders’ register held by Euroclear Finland Ltd at the latest by 24 June 2014 at 10.00 am. A holder of nominee registered shares shall be deemed to have registered for the General Meeting if the shareholder has been notified for temporary entry in the shareholders’ register as described above.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organisation of the custodian bank shall notify a holder of nominee registered shares, who wants to participate in the General Meeting, for temporary registration in the shareholders’ register of the company at the latest by the time stated above.
- Proxy representative 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 shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such case the shares represented by each proxy representative shall be notified in connection with the registration for the meeting. The representative of a shareholder shall produce a dated proxy document or otherwise provide reliable evidence of the right to represent the shareholder. Any proxy documents are requested to be sent in original to Componenta Corporation, Panuntie 4, FI-00610 Helsinki before the expiration of the registration period.
- Other information
A shareholder who is present at the General Meeting has the right to request information on the matters considered at the meeting pursuant to chapter 5, section 25 of the Limited Liabilities Companies Act.
On the date of the notice of the General Meeting, 6 June 2014, the total number of shares and votes in the company is 29,269,224.
Helsinki, 6 June 2014
COMPONENTA CORPORATION
Board of Directors
Heikki Lehtonen
President and CEO
For further information, please contact:
Heikki Lehtonen
President and CEO
tel. +358 10 403 2200
Mika Hassinen
CFO
tel. +358 10 403 2723
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 511 million in 2013 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,400 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.