Resolutions of the Annual General Meeting of Componenta
Componenta Corporation Stock Exchange Release on 24 May 2018 at 15.15
The Annual General Meeting of Componenta Corporation, held on 24 May 2018, adopted the financial statements and the consolidated financial statements for the financial period from 1 January to 31 December 2017 and discharged the members of the Board of Directors and the CEO from liability concerning the financial period.
In accordance with the proposal of the Board of Directors, the General Meeting resolved that no dividend shall be distributed for the financial period ended on 31 December 2017.
Board of Directors
The number of the members of the Board of Directors was resolved to be four (4). The General Meeting resolved to re-elect Olli Isotalo, Anne Leskelä and Petteri Walldén, all currently members of the Board Directors, and to elect Asko Nevala as a new member of the Board of Directors.
The General Meeting resolved that the annual remuneration payable to the Chairman of the Board shall be 50,000 euro and the remuneration payable to other members of the Board of Directors shall be 25,000 euro. In addition, the members of possible committees of the Board of Directors will be paid an annual remuneration of 5,000 euro. Travel expenses of the members of the Board of Directors shall be compensated in accordance with the Company’s travel policy.
In its organizational meeting immediately following the Annual General Meeting, the Board of Directors elected Petteri Walldén as the Chairman of the Board and Olli Isotalo as the Vice Chairman of the Board.
The General Meeting elected audit firm PricewaterhouseCoopers Oy as the Company’s auditor.
Authorization of the Board of Directors to decide on the issue of shares, stock options and other special rights entitling to shares
The General meeting authorized the Board of Directors to decide on the issue of shares, stock options and other special rights entitling to shares, as referred to in chapter 10 section 1 of the Companies Act, in one or more lots, as follows:
The number of shares to be issued or transferred pursuant to the authorization may not exceed 9,320,000 shares (including shares issued based on the special rights), which corresponds to approximately 4.99 per cent of all shares in the company.
The Board of Directors decides on all the conditions of the issue of shares, stock options and other special rights entitling to shares. Pursuant to the authorization, both new shares may be issued and treasury shares held by the company may be transferred. New shares may be issued and treasury shares held by the company may be transferred either against payment or without payment. The issue of shares, stock options and other special rights entitling to shares will be carried out in deviation from the shareholders' pre-emptive rights (directed issue). There is a weighty financial reason for the deviation from the shareholders’ pre-emptive rights because the authorization will be used for the implementation of the company’s incentive plans, such as the implementation of stock options and restricted share plan planned by the Board of Directors. The authorization includes also the right to decide on the issue of new shares without payment to the company itself.
The authorization is effective until 24 May 2022.
Amendment of the Articles of Association
The General Meeting resolved to amend Section 7 in the Articles of Association to reflect the entering into force of the Finnish Auditing Act (1141/2015).
After the amendment, Section 7 of the Articles of Association reads as follows:
The company shall have one auditor which shall be an auditing firm registered with the Auditor Register maintained by the Finnish Patent and Registration Office, the responsible auditor of which is an Authorized Public Accountant.
The term of office of the auditor ends upon the closing of the Annual General Meeting following the auditor’s election.
Minutes of the meeting
The minutes of the General Meeting will be available on Componenta’s website at www.componenta.com as of 7 June 2018, at the latest.
President and CEO
For further information, please contact:
President and CEO
tel. +358 10 403 2200
tel. + 358 10 403 2101
Componenta is an international technology company. Componenta specializes in supplying cast and machined components to its global customers, who are manufacturers of vehicles, machines and equipment. The company’s share is listed on Nasdaq Helsinki.