Componenta Dökümcülük’s consolidation accord

Componenta Corporation Stock Exchange Release on 15.2.2017 at 9.50

Componenta announced on 7 October 2016 that Componenta Corporation plans to sell its shareholding in Componenta Dökümcülük. It was stated in Componenta’s interim report Q3/2016 that Componenta Corporation’s application for corporate restructuring on 1 September 2016 gave the Turkish club loan banks the right to use the voting rights of the Componenta Dökümcülük shares which the company owns and gave the banks in August 2016 as collateral, as well as the right to begin the process of selling the shares. Componenta has not received any requests from the club loan banks relating to the use of these rights.

Since the end of 2016, the Turkish club loan banks have actually assumed a more active role in the sales process of the Componenta Dökümcülük shares owned by Componenta, and in practice, the negotiations are underway in Turkey under the lead of the club loan banks. In addition, the opportunities of Componenta’s representatives to take part in Componenta Dökümcülük’s management are more limited than previously. The company sees that the above-mentioned factors limit the company’s opportunity to exercise control as stated in IFRS in the Turkish company. As a result, the Turkish company and its UK subsidiary’s balance sheet will not be consolidated in the Group’s financial statements on 31 December 2016. The operations of the Turkish company and its UK subsidiary will be classified as discontinued operations according to IFRS, and the income statements and cash flows of these companies for 2016 will be presented in the Group’s financial statements of 31 December 2016 under discontinued operations. If control according to IFRS is later returned to Componenta, the Turkish subgroup will be consolidated to the Group as of that moment. Ending the consolidation does not affect judicial ownership and Componenta still holds approximately 93.6% of Componenta Dökümcülük’s shares.

The value of Componenta Dökümcülük’s shares is presented as Componenta Group’s external shareholding. Componenta’s loans and receivables from Componenta Dökümcülük will be presented as Componenta Group’s external loans and receivables.

The effects of the end of consolidation are demonstrated below with some key figures. The effects of ending the consolidation of the Turkish subgroup on the consolidated net sales of continuing operations of 2015 was approximately EUR 219 million and on the net sales of continuing operations of January–September 2016 approximately EUR 145 million. It was stated in Componenta’s interim report Q3/2016 that at the end of September, approximately EUR 232 million were consolidated from the Turkish subgroup to the balance sheet of the Group as non-current and current assets and around EUR 247 million as current liabilities. At the end of September 2016, the Turkish subgroup had group internal net receivables amounting to approximately EUR 135 million. In addition, Componenta Corporation has given a guarantee of up to EUR 80 million as security for the club loan of Componenta Dökümcülük. As the consolidation ends, the liabilities and assets consolidated from the Turkish subgroup are removed from the balance sheet and the remaining Group’s net liabilities to the Turkish subgroup are added to the consolidated statement of financial position. Majority of the Group’s payables to the Turkish subgroup were subject to the corporate restructuring proceedings.

The number of personnel at the Turkish subgroup was 2,650 at the end of 2015 and 2,554 at the end of September 2016. The corresponding personnel numbers of the Group were 1,080 and 902. The comparison figure at the end of 2015 also includes the personnel of businesses sold in 2016, Suomivalimo and Pistons.

In the tables below, the Dutch and the Turkish sub-groups are presented as discontinued operations in accordance with IFRS 5. The Dutch sub-group was classified as discontinued operation already during the third quarter of the year 2016. The business units Suomivalimo and Pistons that were sold in 2016 are presented as continuing operations in accordance with IFRS until the date of the sale. The tables are unaudited.

*) Items affecting comparability in 1-9/2016 operating profit of continued operations relate to capital loss of divestment in Suomivalimo (EUR -6.1 million), the writedowns of production machinery in Sweden Iron business (EUR -4.2 million), the sales profit of Pistons business unit (EUR +1.0 million). Restructuring measures related expenses and other items affecting comparability as a net totalled EUR -3.0 million.

**) Net financial items affecting comparability of continued operations 1-9/2016 includes (EUR 43.3 million) gain, since the secured debt of the parent company was discharged at an amount lower than the balance sheet value. Other items affecting comparability in net financial items were EUR -0.2 million.

*) Net financial items of continued operations 1-9/2016 includes (EUR 43.3 million) gain, since the secured debts of the parent company were discharged at an amount lower than the balance sheet value.

Helsinki, 15 February 2017  

COMPONENTA CORPORATION  

Harri Suutari President and CEO

For further information, please contact:

Harri Suutari President and CEO tel. +358 10 403 2200

Marko Karppinen CFO tel. +358 10 403 2101  

Componenta is a metal sector company with international operations and production plants located in Finland, Turkey 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. 3,500 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.