Resolutions of Annual General Meeting and Board of Directors of Componenta Corporation
Componenta Corporation, Stock Exchange Release, 8 April 2022 at 10.45 a.m. EEST
Componenta Corporation’s Annual General Meeting was held today, 8 April 2022, 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 CEO from liability for the financial period of 1 Jan–31 Dec, 2021.
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 2021.
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 Tomas Hedenborg, Anne Leskelä, Harri Suutari and Petteri Walldén. 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 next term of office. PricewaterhouseCoopers Oy has notified the company that Ylva Eriksson, 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 one or several tranches as follows:
The issuance of shares may be carried out by offering new shares or transferring treasury shares held by the company.
The number of shares to be issued or transferred under the authorisation may not exceed 942,263 shares, which corresponds to approximately 9.9% of all the 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 decides on all terms and conditions for the issue of new shares and the transfer of the company’s own shares. Based on the authorisation, the Board of Directors may also 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. For example, the Board of Directors may use authorisation as compensation in acquisitions, develop capital structure, broaden the ownership base, acquire assets related to the company’s business or to finance or carry out other business transactions, for share-based incentive plans or other purposes decided by the Board of Directors.
The authorisation is valid until the end of the next Annual General Meeting, but until 30 June 2023 at the latest. The authorisation shall not revoke earlier valid and non-utilised 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 22 April 2022.
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 Corporation is an international technology company and Finland's leading contract manufacturer in the machine building industry. Sustainability and customer needs are at the core of the company’s broad technology portfolio. Componenta Corporation manufactures components for its customers, which are global manufacturers of machinery and equipment. The company’s stock is listed on Nasdaq Helsinki. www.componenta.com