Notice of the Annual General Meeting of Componenta Corporation

Componenta Corporation stock exchange release, 14 March 2024 at 10.15 a.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 10 April 2024, beginning at 10:00 a.m. (EEST). The reception of persons who have registered for the meeting will commence at 9:30 a.m. (EEST). 

The General Meeting will be videotaped, and a video recording of the meeting will be added to the company’s website at https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2024/ within a reasonable period of time after the meeting.

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 2023

Review by the CEO.

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 1.5 million. The result of the financial period of Componenta Corporation was EUR 0.66 million. The distributable funds of Componenta Corporation as of 31 December 2023 were EUR 17.1 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 2023.

9. Resolution on the discharge from liability of the members of the Board of Directors and the 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 2023 is adopted through an advisory resolution by the Annual General Meeting.

The remuneration report will be available on the company's website from 20 March 2024 at the latest at: https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2024/.

11. Advisory resolution on the adoption of the company’s remuneration policy

The remuneration policy must be presented to the General Meeting at least every four years or whenever it is substantially amended. The Board of Directors proposes that the General Meeting approves, by way of an advisory resolution, the remuneration policy of the company's bodies.

The updated remuneration policy is available as an attachment to this notice of the Annual General Meeting and, as of 20 March 2024 at the latest, on the company's website at:

https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2024/.

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

The Nomination Board proposes changes to the fees of the Board of Directors. The Nomination Board proposes that the members of the Board of Directors, who will be elected to the term continuing until the annual general meeting 2025, will be paid annual remuneration as follows: EUR 50,000 (before EUR 50,000) to the Chairman and EUR 30,000 (before EUR 25,000) to the members of the Board of Directors. If the Board of Directors decides to establish Board 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.

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

The Nomination Board proposes that five (5) members be elected to the Board of Directors for the term ending at the closing of the Annual General Meeting 2025.

14. 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 Petteri Walldén be re-elected as members of the company’s Board of Directors. The Nomination Board proposes to elect Lars Wrebo as a new member of the Board of Directors. All nominees 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-2024/.

15. 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.

16. 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 Ylva Eriksson, Authorised Public Accountant, will act as the responsible auditor should it be elected as the auditor of the company.

17. 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.

18. 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 APA, Authorised Sustainability Auditor Laura Castrén would act as the principally responsible sustainability reporting assurer if BDO Oy was elected as the sustainability reporting assurer.

19. 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 end of the next Annual General Meeting, but no longer than until 30 June 2025 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.

20. Amendment of the Articles of Association

In accordance with the new regulation related to the Corporate Sustainability Reporting Directive, from the financial year 2024 onwards, the General Meeting will have to elect a sustainability reporting assurer. Therefore, the Board of Directors proposes to add a new Article 8 to the Articles of Association concerning the sustainability reporting assurer. As a result of the amendment, the numbering of the current Articles 8, 9 and 10 of the Articles of Association will become Articles 9, 10 and 11 accordingly.

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

“8. Sustainability reporting assurer

The company shall have one sustainability reporting assurer, who shall be an Authorised Sustainability Audit Firm registered in the sustainability reporting register of the Finnish Patent and Registration Office, and the principally responsible sustainability reporting assurer designated by it shall be an Authorised Sustainability Auditor (ASA).

The term of the sustainability reporting assurer shall end at the closing of the Annual General Meeting following the election.”

Furthermore, the Board of Directors proposes that the future Article 11 (currently Article 10) of the Articles of Association, concerning the matters to be discussed at the Annual General Meeting, be supplemented by adding a new sub-item 10 on the election of the sustainability reporting assurer and  a mention of the auditor's fee and the sustainability reporting assurer's fee and the reimbursement criteria for travel expenses is added to sub-item 6.

According to the proposal, Article 11 (currently Article 10) of the Articles of Association would read in its entirety 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 year.

At the meeting shall

be presented

1. the financial statement; and

2. the auditor's report;

be resolved

3. the adoption of the financial statements, which includes the adoption of the consolidated financial statements;

4. the distribution of the profit shown in the balance sheet;

5. the discharge of the members of the Board of Directors and the CEO from liability;

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

7. the number of Board members;

be elected

8. members of the Board of Directors;

9. the auditor; and

10. the sustainability reporting assurer."

21. 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, and the remuneration policy for governing bodies of the company are available on Componenta Corporation’s website at https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2024/.

The financial statements, consolidated financial statements, report of the Board of Directors and auditor’s report as well as the remuneration report and updated remuneration policy for governing bodies of Componenta Corporation are available on the above website on 20 March 2024 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 24 April 2024.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered on 27 March 2024 (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 15 March 2024 at 9:00 a.m. (EEST). 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 2 April 2024 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-2024/;

b) by telephone +358 504767917 during the registration period for the general meeting, on working days between 9:00 a.m. and 4:00 p.m. (EEST); or
c) by email ir.componenta@componenta.com.

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-2024/.

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 27 March 2024 (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 5 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-2024/.

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 2 April 2024 at 4:00 p.m. (EEST), by which time and date the documents must have been received by the company.

4. Other instructions and information

The information on the General Meeting of Shareholders required the Limited Liability Companies Act and the Securities Markets Act will be available by 20 March 2024 at the latest on the company’s website at https://www.componenta.com/en/investors/corporate-governance/annual-general-meeting-2024/.

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, 14 March 2024, the total number of shares and votes in Componenta Corporation is 9,712,757.

Helsinki 14.3.2024

 

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

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