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2009-08-17 16:00:02 CEST 2009-08-17 16:00:09 CEST REGULATED INFORMATION Componenta - Notice to convene extr.general meetingNotice of Extraordinary General MeetingComponenta Corporation Stock Exchange Release 17.8.2009 at 17.00 Notice is given to the shareholders of Componenta Corporation of the Extraordinary General Meeting, which will be held at 10 am on Tuesday, 8 September 2009, 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 meeting: 1. Opening of the meeting 2. Organisation of the meeting 3. Election of scrutinizers of the minutes and supervisors of 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. 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 Extraordinary General Meeting that the General Meeting authorise the Board of Directors to resolve on a share issue and an issue of special rights entitling to shares referred to in Chapter 10, Section 1 of the Limited Liability Companies Act in one or several instalments, either against payment or without payment. The 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 treasury shares possibly 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 Annual General Meeting on 26 February 2007. 7. Closing of the meeting B DOCUMENTS The above mentioned proposal by the Board of Directors, this notice, the latest financial statements, annual report and auditors' report of the company, the resolution on distribution on assets adopted subsequent to the expiration of the financial period ended 31 December 2008, the interim reports for the first and second quarter for this year and the statement by the Board of Directors on the events occurring after the interim report for the second quarter and having an essential effect on the state of the company are available on the company's webpage at www.componenta.com as of the date of publication of this notice. The documents will also be available at the General Meeting and copies of them will be sent to shareholders upon request. The minutes of the General Meeting will be on display on the above mentioned webpage at the latest from 22 September 2009 onwards. C INSTRUCTIONS TO PARTICIPANTS 1. Right to participate and registration A shareholder, who on the record date of the General Meeting 27 August 2009 is registered as a shareholder in the company's shareholder register maintained by Euroclear Finland Ltd, is entitled to attend the meeting. A shareholder whose shares have been entered into his/her personal book-entry account is registered into the company's shareholder register. A shareholder wishing to participate in the General Meeting is required to register his/her participation no later than 1 September 2009 by letter to the address Componenta Corporation, Panuntie 4, 00610 Helsinki or by telephone 010 403 2761 or by telefax 010 403 2721 or by email ir.componenta@componenta.com. The registration letter or message must have arrived prior to the expiration of the registration period. A shareholder present at the General Meeting has a right to request information on the matters dealt with by the General Meeting in accordance with Chapter 5, Section 25 of the Limited Liability Companies Act. 2. Proxy representation 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 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. Any powers of attorney are requested to be sent in original to Componenta Corporation, Panuntie 4, 00610 Helsinki before the last date for registration. 3. Owner of a nominee registered share A shareholder whose shares are nominee registered and who wishes to participate in the Extraordinary General Meeting must be notified for temporary entry into the company's shareholders' register in order to participate in the General Meeting at the latest on the date of registration for the General Meeting 1 September 2009, if the shareholder, on the basis of the same shares, is entitled to be recorded in the shareholders' register on the record date of the General Meeting 27 August 2009. A shareholder whose shares are nominee registered is considered to be registered for the General Meeting, when he/she is notified for temporary entry into the shareholders' register as described above. A shareholder whose shares are nominee registered is advised to request necessary instructions regarding the registration in the shareholders' register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. 4. Other information The company has on the date of the notice to the Annual General Meeting 17 August 2009 a total of 10,957,798 shares and 10,957,798 votes. Helsinki, 17 August 2009 COMPONENTA CORPORATION The Board of Directors Heikki Lehtonen President and CEO FURTHER INFORMATION: Heikki Lehtonen President and CEO tel. +358 10 403 00 Mika Hassinen CFO tel. +358 10 403 00 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 681 million in 2008. The Group employs approx. 3,800 people. Componenta's shares are quoted on the NASDAQ OMX Helsinki. 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. Componenta Corporation Panuntie 4, FI-00610 Helsinki , Finland Tel. +358 10 403 00, Fax +358 10 403 2721 www.componenta.com |
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