Componenta - Notice to general meeting

Notice to the Annual General Meeting of Componenta Corporation

Componenta Corporation   Stock Exchange Release 9.3.2016 at 8.30

Notice is given to the shareholders of Componenta Corporation to the Annual
General Meeting to be held on Friday, 1 April 2016 at 10.00 am 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. Presentation of the financial statements, the consolidated financial
statements, the report of the Board of Directors and the auditor’s report for
the year 2015 

Review by the CEO

7. Adoption of the financial statements, which includes the adoption of the
consolidated financial statements 

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

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

The Nomination Board proposes to the General Meeting that the remuneration of
the members of the Board of Directors remains unchanged and that the
remuneration of the members of the Board of Directors elected for the term of
office lasting until the Annual General Meeting of 2017 is thus paid as
follows: The Chairman of the Board of Directors is paid EUR 60,000 and members
of the Board of Directors are paid EUR 30,000. Additionally, the members of the
committees of the Board of Directors are paid EUR 5,000. The travel expenses of
the members of the Board of Directors are compensated in accordance with the
company’s travel rules. 

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

The Nomination Board proposes to the General Meeting that six members are
elected to the Board of Directors. 

12. Election of members of the Board of Directors

The Nomination Board proposes to the General Meeting that Olavi Huhtala, Olli
Isotalo, Perttu Louhiluoto, Riitta Palomäki, Matti Ruotsala ja Tommi Salunen,
all currently members of the Board of Directors, are re-elected to the Board of
Directors for the following term of office. 

The presentation of the persons nominated for the Board of Directors is
available at Componenta’s website: www.componenta.com. 

All nominated persons are independent of the company and significant
shareholders and have given their consent to the position. 

13. Election of auditor

The Board of Directors proposes, upon the proposal by the Audit Committee, that
the audit firm PricewaterhouseCoopers Oy is elected as the auditor of the
company for the following term of office. Pricewater houseCoopers Oy has
informed that Samuli Perälä, Authorised Public Accountant, will act as the
responsible auditor should it be elected as the auditor of the company. 

14. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals for the decisions on the other aforementioned matters on the
agenda of the General Meeting above as well as this notice are available on
Componenta Corporation’s website at www.componenta.com. The financial
statement, the consolidated financial statements, the proposal concerning the
distribution of profit, the report of the Board of Directors and the auditor’s
report of Componenta Corporation are available on the above mentioned website
on Friday, 11 March 2016. 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 minutes of the meeting will be available on the above mentioned website as
from 15 April 2016. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 18 March 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 29 March 2016 at 10.00 am 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 +358 10 403 2701;
c) by telefax +358 10 403 2721; or
d) by regular mail to Componenta Corporation, 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 18 March 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 29 March
2016 at 10.00 am. 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
Corporation, 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, 9 March 2016, the total
number of shares and votes in Componenta Corporation is 97,269,224. 

Helsinki, 9 March 2016

COMPONENTA CORPORATION
Board of Directors



For further information, please contact:

Harri Suutari
President and CEO
tel. +358 400 384 937

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.