Notice of the Annual General Meeting of Componenta Corporation

Componenta Corporation stock exchange release, 27 March 2025 at 2.00 p.m. EET

Notice is given to the shareholders of Componenta Corporation of the Annual General Meeting to be held in Technopolis Aviapolis meeting room Akropolis 2 at Teknobulevardi 3−5, 01530 Vantaa, on Wednesday 23 April 2025, beginning at 10:00 a.m. (EEST). The reception of persons who have registered for the meeting and distribution of voting tickets will commence at 9:30 a.m. (EEST). 

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the General Meeting, the following matters will be considered:

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. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor’s report for the year 2024

Review by the President and CEO and presentation of the auditor’s report.

7. Adoption of the financial statements, which includes the adoption of the consolidated financial statements

8. Resolution on the use of profit shown on the balance sheet

The result of the financial period of the Componenta Group was EUR 0,2 million. The result of the financial period of Componenta Corporation was EUR 1,34 million. The distributable funds of Componenta Corporation as of 31 December 2024 were EUR 18,4 million.

The Board of Directors proposes that no dividend will be distributed based on the adopted balance sheet of Componenta Corporation for the financial period ending 31 December 2024.

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

10. Advisory resolution on the adoption of the company’s remuneration report for governing bodies

The Board of Directors proposes that the company’s remuneration report for governing bodies for the year 2024 is adopted through an advisory resolution by the Annual General Meeting.

The remuneration report will be available on the company's website from 28 March 2025 at the latest at: https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2025/

11. Resolution on the remuneration and basis for compensating travel costs of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that remuneration for the members of the Board of Directors remains unchanged.

The Shareholders’ Nomination Board proposes that the members of the Board of Directors who will be elected to the term continuing to the Annual General Meeting 2026, shall be paid annual remuneration as follows: EUR 50,000 to the Chairman and EUR 30,000 to the members of the Board of Directors. If the Board of Directors decides to establish committees, an annual fee of EUR 5,000 will be paid to the members of Board committees.

In addition, the Nomination Board proposes that a meeting specific fee of EUR 1,000 will be paid to a Board member who lives outside Finland and travels to Finland for a meeting.

Travel expenses of the members of the Board of Directors will be compensated in accordance with the company’s travel policy.

12. Resolution on the number of members of the Board of Directors

The Nomination Board proposes that four (4) members be elected to the Board of Directors.

13. Election of members of the Board of Directors

The Nomination Board proposes that the current members of the Board of Directors Tomas Hedenborg, Anne Koutonen, Harri Suutari and Lars Wrebo be re-elected as members of the company’s Board of Directors for the term ending at the closing of the next Annual General Meeting. All persons proposed to the Board have given their consent to the position.

All persons proposed to the company’s Board of Directors are independent of the company and its significant shareholders.

Information regarding the proposed members of the Board of Directors is available on the company’s website at https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2025/

14. Resolution on the remuneration of the auditor

The Board of Directors proposes that renumeration for the auditor be paid in accordance with an invoice approved by the company.

15. Election of auditor

The Board of Directors proposes that the Authorised Audit Firm PricewaterhouseCoopers Oy be elected as the auditor of the company for the term ending at the closing of the next Annual General Meeting.

PricewaterhouseCoopers Oy has informed that, if it is elected as the company’s auditor, Ylva Eriksson, Authorised Public Accountant, will act as the responsible auditor.

16. Resolution on the remuneration of the sustainability reporting assurer

The Board of Directors proposes that renumeration for the sustainability reporting assurer be paid in accordance with an invoice approved by the company.

17. Election of the sustainability reporting assurer

The Board of Directors proposes that the Authorised Sustainability Audit Firm BDO Oy is elected as the sustainability reporting assurer for the term ending at the closing of the next Annual General Meeting.

BDO Oy has informed that, if it is elected as the company’s sustainability reporting assurer, APA, Authorised Sustainability Auditor Laura Castrén will act as the responsible sustainability reporting assurer.

18. Authorising the Board of Directors to decide on issuing shares 

The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on share issues in one or several tranches as follows:

The issuance of shares may be carried out by offering new shares or transferring treasury shares held by the company. 

The total number of shares to be issued or transferred under the authorisation may not exceed
961,563 shares, which corresponds to approximately 9.9 per cent of the current total number of registered shares in the company.

The new shares may be issued and the treasury shares held by the company may be transferred for consideration or without consideration. 

The Board of Directors decides on all terms and conditions for the issue of new shares and the transfer of the company’s own shares. Based on the authorisation, the Board of Directors may decide on a share issue in deviation of the pre-emptive subscription right of the shareholders (directed issue) subject to conditions mentioned in the Finnish Limited Liability Companies Act. The authorisation also includes the right to decide on issuing new shares to the company itself without consideration.

For example, the Board of Directors may use the authorisation as compensation in acquisitions, to develop capital structure, to broaden the ownership base, to acquire assets related to the company’s business or to finance or carry out other business transactions, or for other purposes decided by the Board of Directors. However, the authorisation may not be used for the implementation of incentive programs of the company’s management or key personnel.

The authorisation is valid until the closing of the next Annual General Meeting, but no longer than until 30 June 2026 at the latest. For the sake of clarity, the authorisation shall not revoke the authorisation given to the Board of Directors at the general meeting on 13 April 2023 to decide on the issuing shares and special rights entitling to shares for the purposes of incentive plans, based on which a maximum of 400,000 shares can be issued. However, the authorisation revokes other previous non-utilised authorisations to decide on share issuance.

19. Amendment of the Articles of Association

The Board of Directors proposes to the Annual General Meeting that the Articles of Association be amended in a technical manner with regard to Articles 8 and 11. The changes will prepare the company for the planned de-regulation of the sustainability reporting regulation so that the company's sustainability reporting assurer can be elected in the future, if needed.

According to the proposal, Section 8 of the Articles of Association would read as follows in its entirety:     

"8. Sustainability Reporting Assurer

The company may have one sustainability reporting assurer, which must be an Authorised Sustainability Audit Firm that is part of the Finnish Patent and Registration Office's sustainability reporting register, and whose principal responsible sustainability reporting assurer must be a sustainability reporting auditor (KRT).

The term of office of the sustainability reporting assurer ends at the closing of the next Annual General Meeting following the election."

According to the proposal, Article 11 of the Articles of Association would read as follows:

"11. Annual General Meeting

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

Shall be presented in the meeting

1. the financial statements, and

2. auditor's report,

to be decided

3. the approval of the financial statements, which also includes the approval of the consolidated financial statements,

4. use of the profit shown in the balance sheet,

5. discharge from liability to the members of the Board of Directors and the Managing Director,

6. the remuneration and the basis for reimbursement of travel expenses of the members of the Board of Directors and the auditor and, if applicable, of the sustainability reporting assurer,

7. the number of board members,

to be selected

8. members of the board,

9. the auditor, and

10. where applicable, the sustainability reporting assurer."

The Board of Directors proposes to the Annual General Meeting that Section 9 of the Articles of Association (Meeting Invitation) be amended so that it allows the Annual General Meeting to be held completely without a meeting venue as a so-called remote meeting. The possibility of organising remote General Meetings is intended to be used above all in exceptional circumstances.          

According to the proposal, Article 9 of the Articles of Association would read as follows in its entirety:

"9. General Meeting

The notice to the General Meeting shall be issued by publishing the notice on the company's website and by means of a stock exchange release not earlier than three (3) months and not later than three (3) weeks before the General Meeting, but in any case not later than nine (9) days before the record date of the General Meeting. In addition, the Board of Directors may decide to publish the invitation in another way.

The shareholder shall, in order to participate in the general meeting, register in advance in the manner and at the latest on the date specified in the notice of the meeting, which may not be earlier than ten (10) days before the date of the meeting.

The General Meeting may be held not only at the company's domicile, but also in Vantaa, Espoo or Karkkila.

The Board of Directors may decide that the General Meeting shall be held without a meeting venue in such a way that the shareholders exercise their decision-making power fully and in real time during the meeting by means of telecommunication connection and technical assistance (remote meeting)."

The proposal of the Board of Directors for the amended Articles of Association is presented in Annex 1 to this notice of the Annual General Meeting. The proposed amended Articles of Association, as well as a comparison with the current Articles of Association, are available in full on the company's website at

https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2025/

20. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

This notice, which contains the agenda of the Annual General Meeting as well as all the proposals for the resolutions on the agenda of the General Meeting, are available on Componenta Corporation’s website at

https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2025/

The financial statements, consolidated financial statements, report of the Board of Directors and auditor’s report as well as the remuneration report of Componenta Corporation are available on the above website on 28 March 2025 at the latest. Copies of these documents and of this notice will be sent to shareholders on request. Proposals for resolutions and other aforementioned documents are also available for viewing at the Annual General Meeting.

The minutes of the General Meeting will be available on the above website no later than 7 May 2025.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered on 9 April 2025 (the record date of the General Meeting) in the shareholders’ register of the company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the company.

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.

Registration for the General Meeting begins on 28 March 2025 at 9:00 a.m. (EET). A shareholder who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting shall register for the meeting no later than 14 April 2025 at 4:00 p.m. (EEST) by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned time and date.

Such notice can be given:

a) on the website of the company at

https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2025/
b) by email ir.componenta@componenta.com, or

c) by mail submitting the below mentioned information required in connection with the registration to Componenta Corporation, AGM, Teknobulevardi 3−5, 01530 Vantaa, Finland.

In connection with the registration, the shareholder’s name, personal identification number or business ID, telephone number and the name of possible assistant or proxy representative or legal representative as well as the date of birth / personal identification number or of the possible proxy representative or legal representative shall be notified.

The shareholder, the shareholder’s proxy representative or legal representative shall, if needed, be able to prove their identity and/or right of representation at the meeting venue.

The personal data given to Componenta Corporation or Euroclear Finland Oy by the shareholders is used only in connection with the General Meeting and with the processing of related registrations. The Privacy Statement is available on the website of the company at

https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2025/

2. 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 they on 9 April 2025 (the record date of the General Meeting) would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the General Meeting also requires that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 16 April 2024 at 10:00 a.m. (EEST). As regards nominee-registered shares, this constitutes due registration for the General Meeting. 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 holder of nominee-registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organization of the custodian bank has to register a holder of nominee-registered shares who wants to participate in the General Meeting into the temporary shareholders’ register of the company at the latest by the time stated above.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation.

Templates of powers of attorney and additional instructions for authorizing a proxy representative are available on the company’s website at https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2025/

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered by email to ir.componenta@componenta.com or by mail to Componenta Corporation, AGM, Teknobulevardi 3–5, 01530 Vantaa, Finland, before the last date for registration 14 April 2025 at 4:00 p.m. (EEST), by which time and date the documents must have been received by the company. In addition to the delivery of proxy documents, a shareholder must take care of registering for the General Meeting in the manner described above in this invitation.

4. Other instructions and information

The information on the General Meeting required by the Limited Liability Companies Act and the Securities Markets Act will be available by 28 March 2025 at the latest on the company’s website at  https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2025/

The language of the General Meeting is Finnish. Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the General Meeting, 27 March 2025, the total number of shares and votes in Componenta Corporation is 9,712,757.

 

Helsinki 27.3.2025

COMPONENTA CORPORATION

Board of Directors

For further information, please contact:
Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101

Distribution:
NASDAQ Helsinki
Main media
www.componenta.com

Componenta Corporation is an international technology company and Finland’s leading contract manufacturer in the machine building industry. Sustainability and customers’ needs are at the core of the company’s extensive technology portfolio. Componenta produces components for its global customers, which are manufacturers of machinery and equipment. The company’s shares are listed on the Nasdaq Helsinki. www.componenta.com