Componenta - Other information disclosed according to the rules of the Exchange

The Board of Directors of Componenta Corporation resolved on key employee incentive plans

Componenta Corporation Stock Exchange Release on 12 November 2018 at 17:45

The Board of Directors of Componenta Corporation has resolved to implement two
new share-based incentive plans for the Group key employees, a Stock Option Plan
and a Restricted Share Plan.

Stock Options 2018

The company has a weighty financial reason for the issue of stock options, since
the stock options are intended to form part of the Group's incentive and
commitment program for the key employees. The purpose of the stock options is to
encourage the key employees to work on a long-term basis to increase the
shareholder value. The purpose is also to retain the key employees at the
company.

The maximum total number of stock options issued is 7,320,500, and they entitle
their owners to subscribe for a maximum total of 7,320,500 new shares in the
company or existing shares held by the company. The stock options are issued
gratuitously. Of the stock options, 2,430,000 are marked with the symbol 2018A,
2,445,250 are marked with the symbol 2018B and 2,445,250 are marked with the
symbol 2018C.

The number of shares subscribed by exercising stock options issued corresponds
to a maximum total of 4.00 per cent of all shares and votes of the shares in the
company after the potential share subscription, if new shares are issued in the
share subscription.

The share subscription period, for stock options 2018A, will be 1 December
2021—30 November 2023, for stock options 2018B, 1 December 2022—30 November
2024, and for stock options 2018C, 1 December 2023—30 November 2025.

The share subscription price, for stock option 2018A, is 0,17 euros per share,
which is the trade volume weighted average quotation of the share on Nasdaq
Helsinki Ltd. during12 October—8 November 2018, for stock option 2018B, the
trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd.
during14 October—8 November 2019, and for stock option 2018C, the trade volume
weighted average quotation of the share on Nasdaq Helsinki Ltd. during12
October—6 November 2020. The share subscription price will be deducted by the
amount of dividends and distribution of assets resolved before share
subscription. The share subscription price will be credited to the reserve for
invested unrestricted equity of the company.

After the share subscriptions with stock options, the number of the company’s
shares may be increased by a maximum total of 7,320,000 shares, if new shares
are issued in the share subscription.

The Board of Directors resolved on the new stock option plan by virtue of an
authorization granted by the Annual General Meeting of Shareholders held on 24
May 2018.

A maximum of 20 key employees, including the members of the Corporate Executive
Team, belong to the target group of the stock option plan. The terms and
conditions of the stock options 2018 are attached to this release, and available
on the company’s webpage www.componenta.com/Investors.

Restricted Share Plan 2018

The reward from the Restricted Share Plan 2018 will be based on the key
employee’s valid employment or service and the continuation of work during the
vesting period. The reward will be paid partly in the company´s shares and
partly in cash after the expiry of a 36 month vesting period by the end of
December 2021, at the latest. The cash proportion is intended to cover taxes and
tax-related costs arising from the reward to the key employee.

The Restricted Share Plan is intended for approximately 15 key employees
resolved by the Board of Directors, including the members of the Corporate
Executive Team. The rewards to be paid on the basis of the Restricted Share Plan
2018 correspond to the value of a maximum total of 1,999,500 Componenta
Corporation shares including also the proportion to be paid in cash.

COMPONENTA CORPORATION

Board of Directors

For further information, please contact:

Harri Suutari
President and CEO
tel. +358 10 403 2200

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.

Attachments:

11116235.pdf