Decisions of extraordinary general meeting
Resolutions of the Extraordinary General Meeting of Componenta
Componenta Corporation Stock Exchange Release 15.4.2016 at 14.00
The Extraordinary General Meeting of Componenta Corporation held today resolved, in accordance with the proposals of the Board of Directors, on the issuance of stock options and on the authorization of the Board of Directors to decide on a share issue and an issuance of special rights entitling to shares.
The stock options are intended to form part of the incentive and commitment program for the key employees and therefore, the Company has a weighty financial reason for the issuance. The stock options will be issued gratuitously and will entitle their owners to subscribe for a maximum total of 10,000,000 new shares in the Company or existing shares held by the Company. The Board of Directors will resolve on the distribution of stock options and may additionally resolve on particular additional provisions concerning the receipt of stock options. Stock options will be distributed only, if the Company resolves to execute the planned financing arrangements.
The aggregate amount of shares to be issued based on the authorization, including shares received based on special rights entitling to shares, shall not exceed 100,000,000 shares. By virtue of the authorization the Board of the Directors may resolve on issuance of, for example, such special rights that entitle their holder to receive new shares or the company's own shares for consideration in such a manner that the subscription price of the shares is to be set off against a receivable of the subscriber ("Convertible Bond"). The Board of the Directors may resolve to issue either new shares or to transfer treasury shares potentially held by the company. The authorization entitles the Board of Directors to resolve on all conditions for the issuance of shares and the issuance of special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders. The authorization will be used to, for example, strengthen the balance sheet and financial position of the company.
Componenta Corporation has on 24 March 2016 and 1 April 2016 announced a financial arrangement which significantly strengthens its balance sheet. The arrangement which is under preparation is subject to, among others, that the extraordinary general meeting held on 15 April 2016, resolves on the authorization for the Board of Directors to decide on a share issue and an issuance of special rights entitling to shares.
The minutes of the Extraordinary General Meeting will be available on Componenta’s website at www.componenta.com as of 29 April 2016, at the latest.
Helsinki, 15 April 2016
President and CEO
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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 495 million in 2015 and its share is listed on Nasdaq Helsinki. The Group employs approx. 4,250 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.