Componenta - Notice to general meeting

Notice to the Annual General Meeting of Componenta Corporation

Componenta Corporation   Stock Exchange Release 28.2.2013 at 12.10

Notice is given to the shareholders of Componenta Corporation to the Annual
General Meeting, which will be held at 9.00 am on Friday, 22 March 2013, at the
company's headquarters in Käpylä, in the auditorium of the Sato building, at
the address Panuntie 4, FI-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 2012 

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 2012. 

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 Annual General Meeting
of shareholders 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 2013 remain unchanged. During the financial period from 1 January to
31 December 2012 the remuneration paid to the Chairman of the Board was 60,000
euro, the remuneration paid to other members of the Board of Directors was
30,000 euro and the remuneration paid to the members of the committees of the
Board of Directors was 5,000 euro. 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 decrease from seven to
six. 

12. Election of the members of the Board of Directors

The current board members Juhani Mäkinen and Pii Kotilainen have informed that
they are not available for re-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
Harri Suutari, Marjo Miettinen, Riitta Palomäki, Matti Ruotsala and Heikki
Lehtonen, currently members of the Board of Directors, would be re-elected as
members of the Board of Directors and that Tommi Salunen would be elected as
new member of the Board of Directors for the following term of office. Tommi
Salunen, M. Sc. (Econ) is Finnish citizen and Chairman and Managing Partner of
Aava Advisors Oy. 

13. Election of the auditor

The Board of Directors proposes that 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 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 7,500,000 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 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 Extraordinary General Meeting on 8
September 2009. The authorisation cancels also the authorisation to resolve on
a share issue and issue of special rights entitling to shares given to the
Board of Directores by the Annual General Meeting of shareholders on 23
February 2012. 

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 report of Componenta
Corporation, including the annual accounts, the report of the Board of
Directors and the auditors' report, are available on the company's website at
www.componenta.com on 1 March 2013 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 5 April 2013. 

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, 12 March 2013, 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 19 March 2013 at 10.00 a.m. 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, 12 March 2013, 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 19 March
2013 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 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, 28 February 2013, the total
number of shares and votes in the company is 22,231,173. 

Helsinki, 28 February 2013

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 545 million in 2012 and its share is listed on
the NASDAQ OMX Helsinki. The Group employs approx. 4,300 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_28022013_notice_to Componenta AGM.pdf