Componenta - Notice to convene extr.general meeting

Notice to the Extraordinary General Meeting of Componenta Corporation

Componenta Corporation Stock Exchange Release on 26.10.2016 at 15.45

On the basis of the interim accounts that have been approved in September 2016,
the equity of the parent company (Componenta Corporation) has decreased to less
than one half of the share capital. Therefore, pursuant to Chapter 20, Section
23(3) of the Companies Act the Board of Directors hereby convenes the
shareholders of Componenta Corporation to the Extraordinary General Meeting to
be held on Wednesday, 7 December 2016 at 8.00 a.m. 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 Extraordinary 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. Presentation of Componenta Corporation’s interim accounts, consolidated
financial statements and report of the Board of Directors 

7. Measures for rehabilitating the company’s financial position

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. The
company has amended the restructuring application on 7 September 2016. The
District Court of Helsinki has on 30 September 2016 made a decision on the
commencement of the restructuring proceedings. 

Due to asset value write offs made in the interim accounts the equity of
Componenta Corporation (as a separate company) has become negative by
approximately 9 Me. These write offs relate to receivables from subsidiaries,
value of the subsidiary investments and certain other assets. No write offs
have been made to the debts of the company. If the equity of the company
according to its balance sheet is less than one half of the share capital, the
Board of Directors shall, according to the Companies Act, convene a General
Meeting to consider possible measures to remedy the financial position of the
company. 

The Board of Directors considers that there is reason to believe that the
equity will increase to positive as a result of the debt cuts to be implemented
in the restructuring proceedings. The Board of Directors proposes to the
General Meeting that the company shall carry on with the measures already taken
to remedy the company's equity and to ensure sufficient financing and
liquidity. 

8. Closing of the meeting

B. DOCUMENTS OF THE 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 the decisions
and the other above-mentioned documents including interim accounts,
consolidated financial statements and report of the Board of Directors 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 16 November 2016, at the latest. The
minutes of the meeting will be available on the above-mentioned website as from
21 December 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 24 November 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 2 December 2016 at 10.00 a.m. 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 during 9 am and 4 pm;

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 24 November
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 2 December 2016 at 10.00 a.m. 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 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, 26 October 2016, the total
number of shares and votes in Componenta Corporation is 154 025 224. 


Helsinki, 26 October 2016


COMPONENTA CORPORATION
Board of Directors


For further information, please contact:

Harri Suutari
CEO
tel. +358 10 403 2200

Marko Karppinen
CFO
tel. +358 10 403 2101


Componenta is a metal sector company with international operations and
production plants located in Finland, Turkey 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. 3 700 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.