Componenta - Notice to general meeting

Notice of Annual General Meeting

Componenta Corporation Stock Exchange Release 26.1.2010 at 16.00 

Notice is given to the shareholders of Componenta Corporation of the Annual
General Meeting, which will be held at 11.00 am on Wednesday, 10 March 2010, 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. Organization 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. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2009 
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 no dividend is paid for the year 2009. 

9. Resolution on the discharge from liability to the members of the Board of
Directors and the CEO 

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 all the 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 and on the grounds for
compensation for travel expenses during the financial period from 1 January to
31 December 2010 remain unchanged. During the financial period from 1 January
to 31 December 2009 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 all the votes in the company
have communicated that they will propose to the General Meeting that the number
of members of the Board of Directors remain unchanged. 

12. Election of the members of the Board of Directors
Shareholders representing more than 10 percent of all the votes in the company
have communicated that they will propose to the General Meeting that Pii
Kotilainen is elected to replace Mr. Yrjö Julin, who has been appointed Chief
Operating Officer of the company, as member of the Board of Directors and that
the other current members of the Board of Directors, Heikki Bergholm, Heikki
Lehtonen, Marjo Miettinen, Juhani Mäkinen and Matti Tikkakoski are re-elected
for the following term of office. 

13. Resolution on the number of auditors
Shareholders representing more than 10 percent of all the votes in the company
have communicated that they will propose to the General Meeting that the
company should have one (1) Authorised Public Accounting firm as auditor. 

14. Election of the auditors
Shareholders representing more than 10 percent of all the votes in the company
have communicated that they will propose to the General Meeting that the
Authorised Public Accounting firm Oy Audicon Ab is re-elected auditor. 

15. Proposal by the Board of Directors to amend the Articles of Association 
The Board of Directors proposes that the General Meeting resolves to remove the
current article 7 of the company's Articles of Association and to amend the
numbering in the Articles of Association correspondingly as well as to amend
the current articles 4, 6, 8, 9 and 11 of the Articles of Association to read
as follows: 

4. The Board of Directors
The company shall have a Board of Directors which consists of three to seven
(3-7) ordinary members. 

The term of office of a member of the Board of Directors begins at the closing
of the General Meeting resolving on the election and ends upon the closing of
the Annual General Meeting following the election. 
6. Right to represent the company
The company is represented by the Chairman of the Board and the Managing
Director, each individually, and by two members of the Board of Directors
together. The Board of Directors of the company may in addition authorise other
persons to represent the company either individually or jointly with someone
else with entitlement to representation. 
7. Auditors
The company shall have one auditor which shall be a public accounting firm
authorised by the Central Chamber of Commerce of Finland. 
The term of office of the auditor ends upon the closing of the Annual General
Meeting following the auditor's election. 

8. Notice of General Meeting
The notice of the General Meeting shall be delivered by releasing the notice of
meeting on the company's webpage and as stock exchange release no more than
three (3) months and no less than three (3) weeks prior to the General Meeting,
however, always at least nine (9) days prior to the record date of the General
Meeting. The Board of Directors may in addition decide to announce the notice
of meeting in other ways. 

A shareholder wishing to participate in the General Meeting shall register
his/her participation as required in the notice of meeting and at the latest on
the date stated in the notice, which date may be no earlier than ten (10) days
before the meeting. 

10. Annual General Meeting
The Annual General Meeting shall be held annually within six (6) months after
the end of financial period at a date resolved by the Board of Directors. 

In the meeting,                                       
1. the annual accounts, and                                            
2. the auditor's report 
will be presented,
3. the adoption of the annual accounts, including the adoption of the
consolidated annual accounts, 
4. the use of the profit shown on the balance sheet,
5. the granting of discharge from liability to the members of the Board of
Directors and the CEO, 
6. the remuneration of the members of the Board of Directors and the grounds
for compensation for travel expenses, and 
7. the number of members on the Board of Directors                          
will be decided, and                                   

8. the members of the Board of Directors, as well as             
9. the auditor 
will be elected. 

16. Authorisation of the Board of Directors to resolve on the repurchase of the
company's own shares 
The Board of Directors proposes that the General Meeting authorise the Board of
Directors to resolve on the repurchase of a maximum of 1,700,000 own shares, in
one or several instalments, using the unrestricted shareholders' equity of the
company. The shares shall be repurchased otherwise than in proportion to the
holdings of the shareholders through public trading organised by NASDAQ OMX
Helsinki Ltd at market price prevailing at the moment of repurchase. The
authorisation is proposed to be in force for a period of 18 months from the
resolution by the General Meeting. The Board of Directors proposes that the
authorisation cancels the authorisation to resolve on the repurchase of own
shares given to the Board of Directors by the Annual General Meeting on 23
February 2009. 

17. Closing of the meeting

B. DOCUMENTS

The above mentioned proposals by the Board of Directors, 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 webpage at www.componenta.com at the latest on 17 February 2010. The
proposals by the Board of Directors and the annual accounts will also be
available at the General Meeting. Copies of the proposals by the Board of
Directors and of this notice 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 as of 24 March 2010. 

C. INSTRUCTIONS TO PARTICIPANTS

1. Right to participate and registration
A shareholder, who on the record date of the General Meeting, 26 February 2010,
is registered as a shareholder in the company's shareholder register maintained
by Euroclear Finland Ltd, is entitled to attend the General Meeting. A
shareholder whose shares have been entered into his/her personal book-entry
account is registered in the company's shareholder 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 wishing to participate in the General Meeting is required to
register his/her participation no later than 5 March 2010 at 10:00 am by letter
to the address Componenta Corporation, Panuntie 4, 00610 Helsinki, by telephone
+358104032761, by telefax +358104032721 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. 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. 

3. Owner of a nominee registered share
If a holder of nominee registered shares is entitled to be recorded in the
company's shareholder register on the record date of the General Meeting, 26
February 2010, the shareholder may in accordance with the instructions of
his/her custodian bank request that he/she is notified for temporary
registration in the company's shareholder register for participation in the
General Meeting at the latest on 5 March 2010 at 10:00 am. A holder of nominee
registered shares is considered to be registered for the General Meeting, when
he/she is notified for temporary registration in the shareholders' register as
described above. A holder of nominee registered shares is advised to request
necessary instructions regarding the temporary registration in the
shareholder's' register of the company, the issuing of proxy documents and
registration for the General Meeting from his/her custodian bank well in
advance. 

4. Other information
On the date of the notice of the General Meeting, 26 January 2010, the total
number of shares in the company is 17,457,798 and the total number of votes is
17,457,798. 

Helsinki 26 January 2010

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 300 million in 2009. The Group employs approx.
3,700 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

Attachments:

release_notice_of_agm_26012010.pdf