Resolutions of Annual General Meeting and Board of Directors of Componenta Corporation
Componenta Corporation Stock Exchange Release, 9 April 2021 at 12.10 pm Finnish time
Componenta Corporation’s Annual General Meeting was held today, 9 April 2021, in Vantaa. In order to limit the spread of the COVID-19 pandemic, the Annual General Meeting was held without the presence at the meeting venue. It was possible for shareholders and their proxy representatives to participate in the meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and questions in advance.
The AGM supported all the proposals presented to the meeting and approved the remuneration report. The AGM adopted the company’s financial statements and consolidated financial statements and discharged the members of the Board of Directors and the President and CEOs from liability for the financial period of 1 Jan – 31 Dec, 2020.
Resolution on the use of profit shown on the balance sheet
In accordance with the proposal by the Board of Directors, the AGM decided that no dividends will be distributed on the basis of the balance sheet established for the financial year that ended on 31 December 2020.
Composition and remuneration of the Board of Directors
In accordance with the proposal by the Shareholders’ Nomination Board, the AGM resolved that the annual remuneration payable to the Chairman of the Board shall be EUR 50,000 and the annual remuneration payable to other members of the Board of Directors shall be EUR 25,000. In addition, the members of possible committees of the Board of Directors will be paid an annual remuneration of EUR 5,000. Travel expenses of the members of the Board of Directors shall be compensated in accordance with the company’s travel policy.
In accordance with the proposal by the Shareholders’ Nomination Board, the number of members of the Board of Directors was confirmed to be four (4). The AGM re-elected the current members of the Board of Directors Harri Suutari, Anne Leskelä and Petteri Walldén and elected Thomas Hedenborg as a new member. The term for the members of the Board of Directors expires at the close of the next AGM.
At its organizing meeting held after the AGM, the Board of Directors elected Harri Suutari as Chairman of the Board and Anne Leskelä as Vice Chairman of the Board.
Election and remuneration of the Auditor
The AGM elected the audit firm PricewaterhouseCoopers Oy as the Auditor for the term expiring at the close of next AGM. PricewaterhouseCoopers Oy has informed that Samuli Perälä, Authorised Public Accountant, will act as the responsible auditor. The renumeration for the Auditor will be paid according to an invoice approved by the company.
Authorising the Board of Directors to decide on the share issue
The AGM authorised the Board of Directors to decide on share issues in accordance with the proposal by the Board of Directors.
The issuance of shares may be carried out by offering new shares or by transferring treasury shares held by the company.
The number of shares to be issued or transferred under the authorisation may not exceed 940,000 shares, which corresponds to approximately 9.9% of all shares in the company. The new shares may be issued and the treasury shares held by the company may be transferred for consideration or without consideration.
The Board of Directors will decide on all other terms and conditions of the share issues. On the basis of the authorisation the Board of Directors may decide on a share issue in deviation of the pre-emptive subscription right of the shareholders (directed issue) subject to conditions mentioned in the Finnish Limited Liability Companies Act. The Board of Directors may use authorisation for instance as compensation in acquisitions, to develop capital structure, to broaden the ownership base, to acquire assets related the company’s business or to finance or carry out other business transactions or other purposes decided by the Board of Directors.
The authorisation is valid until the end of the next Annual General Meeting, but no longer than 30 June 2022. The authorisation shall not revoke earlier valid and non-utilized authorisations to decide on share issues.
Minutes of the General Meeting
The minutes of the General Meeting will be made available at the Componenta website at www.componenta.com no later than on 23 April 2021.
COMPONENTA CORPORATION
Sami Sivuranta
President and CEO
For further information, please contact:
Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101
Componenta is an international technology company with operational functions located in Finland. Componenta has an extensive technology portfolio. The company manufactures both cast and machined metal components, as well as forged blanks, pipe products and metal sheet cuttings for its customers, comprising both local and global vehicle, machine and equipment manufacturers. The company’s stock is listed on the Nasdaq Helsinki.