Resolutions of the Extraordinary General Meeting of Componenta Corporation

Componenta Corporation Stock Exchange Release on 1 July 2019 at 10.50

The Extraordinary General Meeting of Componenta Corporation (“Componenta” or the “Company”) held today on 1 July 2019, resolved to give needed authorizations for the Board of Directors of the Company to conclude the transaction related to the acquisition of shares and capital loans of Komas Oy (“Transaction”). The closing of the Transaction depends on the usual terms of business acquisitions, including any possible approvals from the authorities. Componenta has on 16 May 2019 and 4 June 2019 announced that it is the intention of the parties to conclude the Transaction on 1 July 2019. Due to specification of the timetable for the authority approval the Transaction will be presumably concluded on 31 July 2019 at the earliest. Postponement of the originally intended closing of the Transaction for about one month will not have an impact on Componenta’s guidance for this year. Componenta will release a separate announcement regarding the closing of the Transaction. The resolutions of the Extraordinary General Meeting included the following key items:

Authorising the Board of Directors to resolve on the issue of shares to execute the Transaction

The purchase price is paid by issuing the Company’s shares to the sellers in accordance with the provisions of the Transaction.

The General Meeting resolved to authorize the Board of Directors to decide on an issue of shares of the Company so that the total number of new shares to be issued by virtue of the authorization may amount to a maximum of 60,000,000 new shares, equivalent to approximately 33.8% of the total number of shares of the Company on the date of this notice to the Meeting. The shares to be issued by virtue of the authorization may be used as payment in the contemplated Transaction. New shares may be issued through a directed share issue in deviating from the shareholders’ pre-emptive subscription right if there is a weighty financial reason for the deviation from the company’s point of view. The subscription price of the new shares can be paid as contribution in kind. Based on the authorization, the Board of Directors is entitled to resolve on all other matters related to the share issue. The authorization is valid until 30 June 2020 at the most.

Authorising the Board of Directors to resolve on taking the Company's own shares as a security

In accordance with the provisions of the Transaction, the company would take its own shares issued to the sellers as a security.

The General Meeting resolved to authorize the Board of Directors to decide on taking the Company's own shares of a maximum of 12,000,000 shares as a security in one or more tranches. Based on the authorization, the Board of Directors may not make a resolution based on which the number of shares to be taken as a security, together with the shares possibly held by the Company or its subsidiaries, would constitute one tenth or more of the total number of shares in the Company. The Board of Directors is, based on the authorization, entitled to resolve on all other conditions for acquiring and/or taking as a security own shares. The authorization is valid until 30 June 2020 at the most.

Authorising the Board of Directors to resolve on the transfer of shares

With respect to the possible realization of the Company’s own shares taken as a security based on the authorization given above the General Meeting resolved to authorize the Board of Directors to decide on the transfer of own shares held by the Company in one or several parts, either against payment or without payment. The total number of new shares to be transferred may amount to a maximum of 12,000,000 shares, equivalent to approximately 6.8% of the total number of shares of the Company on the date of this notice to the Meeting. The authorization entitles the Board of Directors to decide on all terms and conditions related to the transfer of shares, including the right to deviate from the shareholders' pre-emptive subscription rights. The authorization is valid until 31 December 2020.

Number of members and composition of the Board of Directors and resolution on their remuneration

The General Meeting resolved that the number of the members of the Board of Directors is increased from four to five.

It was resolved to elect Harri Suutari as new board member for the term expiring at the close of next Annual General Meeting. The President and CEO Harri Suutari has stated earlier that he will relinquish his position as the President and CEO in the event that he is elected as a member of the Board of Directors, and a new President and CEO will be appointed for the Company. In accordance with the earlier announced, Marko Penttilä will be transferred as the President and CEO of Componenta once the acquisition of Komas Oy has been concluded.

The General Meeting resolved that the annual remuneration payable to a board member in accordance with the decision made at the Annual General Meeting held on 16 May 2019 shall be paid to Harri Suutari pro rata temporis to the duration of his term. In all other respects, the decisions made at the Annual General Meeting held on 16 May 2019 with regard to the remuneration of the Board of Directors will remain in force without amendment.

The resolution of the General Meeting is conditional on the execution of the Transaction related to Komas Oy and in the event that the Transaction is not executed, the decisions on number of the Board Members, election of the Board Members and remuneration of the Board of Directors will lapse.

Minutes of the meeting

The minutes of the Extraordinary General Meeting will be available on Componenta’s website at www.componenta.com as of 15 July 2019, at the latest.

COMPONENTA CORPORATION

Harri Suutari
President and CEO

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.

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