Not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa or Japan or any other jurisdiction in which the distribution or release would be unlawful.
Notice is given to the shareholders of Componenta Corporation to the Extraordinary General Meeting, which will be held at 10.00 a.m. on Friday, 5 September 2014, 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. Directed share issue
The Board of Directors proposes to the Extraordinary General Meeting that the General Meeting resolve, in derogation from the pre-emptive right of the shareholders, on a share issue directed to the public of a maximum of 53,000,000 new shares in total to be subscribed by individuals and corporations in Finland in accordance with the attached terms and conditions. The purpose of the Share Issue is to secure the continuity of the company’s operations by considerably strengthening the financial position of the company and hence there are weighty financial reasons for the company to derogate from the pre-emptive subscription right of the shareholders.
7. Closing of the meeting
B. DOCUMENTS
The above mentioned proposal for the decision on the matter on the agenda of the General Meeting, this notice and other meeting documents in accordance with the Companies Act are available on the company’s website at www.componenta.com on 15 August 2014 at the latest. Copies of the proposal and of this notice and the meeting documents will also be available at the General Meeting and copies thereof 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 19 September 2014.
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, 26 August 2014, 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 2 September 2014 at 10.00 a.m. by letter to the address Componenta Corporation, Panuntie 4, FI-00610 Helsinki, Finland 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, 26 August 2014, 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 2 September 2014 at 10.00 a.m. 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 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 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, Finland 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, 15 August 2014, the total number of shares and votes in the company is 29,269,224.
Helsinki, 15 August 2014
COMPONENTA CORPORATION
Heikki Lehtonen President and CEO
ENCL. Terms and conditions of the Share Issue 2014
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 511 million in 2013 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,400 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.
DISCLAIMERS
The information contained herein shall not constitute an offer to sell or tender, or a solicitation of an offer to buy or sell securities to any persons in any jurisdiction in which such offer, solicitation or sale or tender would be unlawful, including the USA, Australia, Canada, Hong Kong, South Africa and Japan. The company’s representatives assume no legal responsibility for such violations, regardless of whether the parties contemplating investing in securities are aware of these restrictions or not. Any securities that may be offered by the company will not be registered under the US Securities Act of 1933, nor under any securities legislation of any state in the United States, and they may not be offered, sold, resold, donated, delivered, distributed, bought or transferred in the United States or to US citizens or on behalf of US citizens, except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and any applicable state law legislation.
