Componenta - Notice to general meeting

Notice to the Annual General Meeting of Componenta Corporation

Componenta Corporation  Stock Exchange Release 17.2.2014 at 13.10

Notice is given to the shareholders of Componenta Corporation to the Annual
General Meeting, which will be held at 14.30 on Thursday, 13 March 2014, at the
company's headquarters in Käpylä, in the auditorium of the Sato building, at
the address Panuntie 4, 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. Presentation of the annual accounts, the consolidated annual accounts, the
report of the Board of Directors and the auditor's report for the year 2013 

Review by the CEO

7. Adoption of the annual accounts and the consolidated annual accounts

8. Use of the profit shown on the balance sheet and resolution on the dividend
distribution 

The Board of Directors proposes that, in accordance with the valid dividend
policy of the group, no dividend is paid for the year 2013. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors and
on the grounds for compensation for travel expenses 

Shareholders representing more than 10 % of the shares and votes in the company
have communicated that they will propose to the General Meeting that the
remuneration of the members of the Board of Directors and the members of the
committees of the Board of Directors as well as grounds for compensation for
travel expenses during the financial period 1 January - 31 December 2014 remain
unchanged. During the financial period from 1 January to 31 December 2013 the
remuneration paid to the Chairman of the Board was EUR 60,000, the remuneration
paid to other members of the Board of Directors was EUR 30,000 and the
remuneration paid to the members of the committees of the Board of Directors
was EUR 5,000. The travel expenses were compensated in accordance with the
company's travel rules. 

11. Resolution on the number of members of the Board of Directors

Shareholders representing more than 10 % of the shares and votes in the company
have communicated that they will propose to the General Meeting that the number
of members of the Board of Directors would remain as is in six members. 

12. Election of the members of the Board of Directors

Marjo Miettinen, currently member of the Board of Directors, has informed that
she is not available for re-election. 

Shareholders representing more than 10 % of the shares and votes in the company
have communicated that they will propose to the General Meeting that Harri
Suutari, Matti Ruotsala, Heikki Lehtonen, Riitta Palomäki and Tommi Salunen,
currently members of the Board of Directors, would be re-elected as members of
the Board of Directors and that Olavi Huhtala would be elected as new member of
the Board of Directors for the following term of office. Olavi Huhtala, BSc
(Eng), is Finnish citizen and Executive Vice President of Ruukki Metals in
Rautaruukki Corporation. 

13. Election of the auditor

The Board of Directors proposes that Authorised Public Accounting firm
PricewaterhouseCoopers Oy would be elected as the auditor of the company for
the following term of office. PricewaterhouseCoopers Oy has notified the
company that Jan Holmberg, Authorised Public Accountant, will act as the
responsible auditor. 

14. 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 Annual 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 6,000,000 shares. 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 or to other purposes to be resolved on by the
Board of Directors. 

The authorisation is proposed to be in force for 5 years from the resolution of
the General Meeting. The authorisation cancels the 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 22 March
2013. 

15. Closing of the meeting

B. DOCUMENTS

The above mentioned proposals for the decisions on the matters on the agenda of
the General Meeting, this notice and the annual accounts, the consolidated
annual accounts, the report of the Board of Directors and the auditors' report
of Componenta Corporation as well as the annual report are available on the
company's website at www.componenta.com on 20 February 2014 at the latest. The
proposals for decisions and the annual accounts documents will also be
available at the General Meeting. Copies of the proposals and of this notice
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 27 March
2014. 

C. INSTRUCTIONS TO PARTICIPANTS

1. Right to participate and registration of the shareholders registered in the
shareholders' register 

A shareholder, who on the record date of the General Meeting, 3 March 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 10 March 2014 at 10.00 by letter to the address
Componenta Corporation, Panuntie 4, FI-00610 Helsinki, by telephone +358 10 403
2744, 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. 

2. 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, 3 March 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 10 March
2014 at 10.00. 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. 

3. Proxy representative and power 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. 

4. 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, 17 February 2014, the total
number of shares and votes in the company is 29,269,224. 

Helsinki, 17 February 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.

Attachments:

release_17022014_componenta_notice to AGM.pdf