Notice to convene extr.general meeting
Notice to the extraordinary General Meeting of Componenta Corporation
Componenta Corporation Stock Exchange Release 1.9.2016 at 12.45
Notice is given to the shareholders of Componenta Corporation to the Extraordinary General Meeting to be held on Friday, 23 September 2016 at 8 at the Company’s headquarters in Käpylä in the auditorium of the Sato building at the address Panuntie 4, FI-00610 Helsinki.
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. Decision on the continuation of restructuring application
Componenta Corporation has in accordance with the Finnish Restructuring Act filed on 1 September 2016 a restructuring application to the District Court of Helsinki, petitioning the commencement of restructuring proceedings.
Pursuant to Chapter 20 Section 24 of the Companies Act, since the matter is urgent, the board of directors of Componenta Corporation has on 31 August 2016 decided to file the application for the commencement of restructuring proceedings. According to the aforesaid section of law, the board of directors shall without delay call a General Meeting to resolve upon the continuance of the restructuring application. The board of directors proposes to the General Meeting that the restructuring proceedings will be commenced, or in such a case that the restructuring proceedings have already commenced, that they will be continued.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The proposals for the decisions on the aforementioned matters on the agenda of the General Meeting as well as this notice will be available on Componenta Corporation’s website at www.componenta.com. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request.
The material for the meeting and the proposals for decisions will be available on the above-mentioned website as from 2 September 2016, at the latest. The minutes of the meeting will be available on the above-mentioned website as from 7 October 2016, at the latest
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 13 September 2016 (the record date of the General Meeting) in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her 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.
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 21 September 2016 at 10.00 by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date.
Such notice can be given:
a) by e-mail email@example.com;
b) by telephone 010 403 2202; or
c) by regular mail to Componenta Oyj / Pia Juntunen, Panuntie 4, FI-00610 Helsinki.
The personal data given to Componenta Corporation by the shareholders is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
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 he/she on 13 September 2016 (the record date of the General Meeting) would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 21 September 2016 at 10.00. As regards nominee registered shares this constitutes due registration for the General Meeting.
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 his/her 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 his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at 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 in originals to Componenta Oyj, Panuntie 4, FI-00610 Helsinki before the last date for registration.
4. Other instructions and information
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, 1 September 2016, the total number of shares and votes in Componenta Corporation is 131,367,224.
Helsinki, 1 September 2016
Board of Directors
For further information, please contact:
tel. +358 10 403 2200
tel. +358 10 403 2710
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.