Componenta - Decisions of general meeting

Resolutions of the Annual General Meeting of Componenta

Componenta Corporation  Stock Exchange Release 23.2.2012 at 14.10

The Annual General Meeting of Componenta Corporation, held on 23 February 2012,
adopted the annual accounts for the financial period from 1 January to 31
December 2011 and  discharged the members of the Board of Directors and the CEO
from liability concerning the financial period. In accordance with the proposal
of the Board of Directors, the General Meeting resolved that no dividend shall
be distributed for the year 2011. 

The Board of Directors and auditor

The number of the members of the Board of Directors was resolved to be seven.
The General Meeting decided to re-elect Pii Kotilainen, Heikki Lehtonen, Marjo
Miettinen and Juhani Mäkinen, currently members of the Board of Directors, as
members of the Board of Directors for the following term of office, and elect
Riitta Palomäki, Matti Ruotsala and Harri Suutari as new members of the Board
of Directors. 

In its organization meeting held after the General Meeting, the Board of
Directors elected Harri Suutari as Chairman of the Board and Juhani Mäkinen as
Vice Chairman of the Board. In the same meeting the Board of Directors decided
to establish an audit committee and elected Riitta Palomäki as the Chairman and
Marjo Miettinen and Juhani Mäkinen as members of the audit committee. All
members of the audit committee are independent of the company and its
significant shareholders. 

The General Meeting resolved that the yearly remuneration payable to the
Chairman of the Board shall be 60,000 euro and the remuneration payable to
other members of the Board of Directors shall be 30,000 euro. In addition, the
members of the committees of the Board of Directors will be paid 5,000 euro.
Travel expenses shall be compensated during the financial period from 1 January
to 31 December 2012 in accordance with the company's travel rules. 

The General Meeting elected Authorised Public Accounting firm,
PricewaterhouseCoopers Oy, as the company's auditor. 

Authorisation of the Board of Directors to resolve on a share issue and an
issue of special rights entitling to shares 

The General Meeting resolved to authorize the Board of Directors, in accordance
with its proposal, 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 may 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 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. 

Helsinki, 23 February 2012

COMPONENTA CORPORATION

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.

Bifogade filer:

release_23020212_componenta_AGM_resolutions.pdf