Componenta - Notice to convene extr.general meeting

Notice to the extraordinary General Meeting of Componenta Corporation

Componenta Corporation Stock Exchange Release 1.9.2016 at 12.45

Notice is given to the shareholders of Componenta Corporation to the
Extraordinary General Meeting to be held on Friday, 23 September 2016 at 8 at
the Company’s headquarters in Käpylä in the auditorium of the Sato building at
the address Panuntie 4, FI-00610 Helsinki. 

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the General Meeting, the following matters will be considered:

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. Decision on the continuation of restructuring application

Componenta Corporation has in accordance with the Finnish Restructuring Act
filed on 1 September 2016 a restructuring application to the District Court of
Helsinki, petitioning the commencement of restructuring proceedings. 

Pursuant to Chapter 20 Section 24 of the Companies Act, since the matter is
urgent, the board of directors of Componenta Corporation has on 31 August 2016
decided to file the application for the commencement of restructuring
proceedings. According to the aforesaid section of law, the board of directors
shall without delay call a General Meeting to resolve upon the continuance of
the restructuring application. The board of directors proposes to the General
Meeting that the restructuring proceedings will be commenced, or in such a case
that the restructuring proceedings have already commenced, that they will be
continued. 

7. Closing of the meeting

B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING

The proposals for the decisions on the aforementioned matters on the agenda of
the General Meeting as well as this notice will be available on Componenta
Corporation’s website at www.componenta.com. The proposals for decisions and
the other above-mentioned documents are also available at the meeting. Copies
of these documents and of this notice will be sent to shareholders upon
request. 

The material for the meeting and the proposals for decisions will be available
on the above-mentioned website as from 2 September 2016, at the latest. The
minutes of the meeting will be available on the above-mentioned website as from
7 October 2016, at the latest 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 13 September 2016 (the record date of
the General Meeting) in the shareholders’ register of the company held by
Euroclear Finland Ltd., has the right to participate in the General Meeting. A
shareholder, whose shares are registered on his/her personal Finnish book-entry
account, is registered in the shareholders’ register of the company. 

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 of the company
and who wants to participate in the General Meeting, shall register for the
meeting no later than 21 September 2016 at 10.00 by giving a prior notice of
participation, which shall be received by the company no later than on the
above-mentioned date. 

Such notice can be given:

a) by e-mail ir.componenta@componenta.com;

b) by telephone 010 403 2202; or

c) by regular mail to Componenta Oyj / Pia Juntunen, Panuntie 4, FI-00610
Helsinki. 

The personal data given to Componenta Corporation by the shareholders is used
only in connection with the General Meeting and with the processing of related
registrations. 

The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 

2. 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 13 September
2016 (the record date of the General Meeting) would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Ltd. The right to participate in the General Meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
into the temporary shareholders’ register held by Euroclear Finland Ltd. at the
latest by 21 September 2016 at 10.00. As regards nominee registered shares this
constitutes due registration for the General Meeting. 

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholders’ register of the company, the issuing of proxy documents and
registration for the General Meeting from his/her custodian bank. The account
management organization of the custodian bank has to register a holder of
nominee registered shares, who wants to participate in the General Meeting,
into the temporary shareholders’ register of the company at the latest by the
time stated above. 

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. 

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder. When a
shareholder participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares at different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
General Meeting. 

Possible proxy documents should be delivered in originals to Componenta Oyj,
Panuntie 4, FI-00610 Helsinki before the last date for registration. 

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a
shareholder who is present at the General Meeting has the right to request
information with respect to the matters to be considered at the meeting. 

On the date of this notice to the General Meeting, 1 September 2016, the total
number of shares and votes in Componenta Corporation is 131,367,224. 



Helsinki, 1 September 2016


COMPONENTA CORPORATION

Board of Directors



For further information, please contact:

Harri Suutari
CEO
tel. +358 10 403 2200

Markku Honkasalo
CFO
tel. +358 10 403 2710



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 495 million in 2015 and its share is listed on
Nasdaq Helsinki. The Group employs approx. 4,250 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.