Componenta - Notice to general meeting

Notice to the Annual General Meeting of Componenta Corporation

Componenta Corporation  Stock Exchange Release at 9.00

Notice is given to the shareholders of Componenta Corporation to the Annual
General Meeting, which will be held at 9.00 am on Thursday, 23 February 2012,
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 report of the Board of Directors
and the auditor's report for the year 2011 
Review by the CEO

7. Adoption of the 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 2011. 

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 percent 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 during the financial
period from 1 January to 31 December 2012 would be changed as follows: the
remuneration of the Chairman of the Board would be 60,000 euro and the
remuneration of other members of the Board of Directors would be 30,000 euro.
In addition, it is proposed that the members of the committees of the Board of
Directors will be paid 5,000 euro. The travel expenses would also during the
financial period from 1 January to 31 December 2012 be compensated in
accordance with the company's travel rules. During the financial period from 1
January to 31 December 2011 the remuneration paid to the Chairman of the Board
was 50,000 euro, the remuneration paid to other members of the Board of
Directors was 25,000 euro and 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 percent 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 increase from 6 members
to 7 members. 

12. Election of the members of the Board of Directors
The current board members Heikki Bergholm and Matti Tikkakoski have informed
that they are not available for election. Shareholders representing more than
10 percent of the shares and votes in the company have communicated that they
will propose to the General Meeting that Juhani Mäkinen, Marjo Miettinen,
Heikki Lehtonen and Pii Kotilainen, currently members of the Board of
Directors, would be re-elected as members of the Board of Directors for the
following term of office and that Harri Suutari, Riitta Palomäki and Matti
Ruotsala would be elected as new members of the Board of Directors. 

13. Election of the auditor
The Board of Directors proposes that the Authorised Public Accounting firm
PricewaterhouseCoopers Oy would be elected as the auditor for the following
term of office. 

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 Companies Act in one or several instalments, 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
8,000,000 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 five (5) years from the
resolution of the General Meeting. The authorisation does not cancel the
authorisation to resolve on a share issue and issue of special rights entitling
to shares given to the Board of Directors by the Extraordinary General Meeting
on 8 September 2009. 

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 of Componenta
Corporation, the report of the Board of Directors and the auditors' report are
available on the company's website at www.componenta.com no later than on 2
February 2012. 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 8 March 2012. 

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, 13 February 2012,
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 20 February 2012 at 10:00 am by letter to the
address Componenta Corporation, Panuntie 4, 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, i.e. on 13 February 2012, 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 20
February 2012 at 10:00 am. 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 Annual 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, 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 Companies Act. 

On the date of the notice of the General Meeting, 24 January 2012, the total
number of shares in the company is 17,499,738 and the total number of votes is
17,499,738. 

Helsinki, 24 January 2012

COMPONENTA CORPORATION
The 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 576 million in 2011 and its share is listed on
the NASDAQ OMX Helsinki. The Group employs approx. 4,700 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.

Attachments:

relaease_24012012_notice_to_AGM.pdf