Componenta Corporation Stock Exchange Release 28.1.2009 at 10.15
Notice of Annual General Meeting
Notice is given to the shareholders of Componenta Corporation of the Annual
General Meeting, which will be held at 11 am on Monday, 23 February 2009, at the
company's headquarters in Käpylä, in the auditorium of Satotalo, at the address
Panuntie 4, 00610 Helsinki.
MATTERS TO BE CONSIDERED AT THE MEETING
The following matters will be considered at the meeting:
1. Opening of the meeting
2. Organisation of the meeting
3. Election of scrutinizers of the minutes and counters of votes
4. Quorum of the meeting
5. Adoption of the list of votes
6. Presentation of the annual accounts, consolidated accounts and auditor's
report
7. Adoption of the annual accounts and consolidated accounts
8. Use of the profit shown on the balance sheet
The Board of Directors proposes to the Annual General Meeting that a dividend of
fifty (50) cents per share is paid for the year 2008. Provided that the Annual
General Meeting approves the proposal by the Board of Directors on dividend, the
dividend shall be paid to shareholders registered in the shareholders' register
maintained by the Finnish Central Securities Depository Ltd on the record date
26 February 2009. The dividend shall be paid on the fifth banking day following
the record date.
9. Resolution on the discharge from liability to the members of the Board of
Directors and the Managing Director
10. Resolution on the remuneration of the members of the Board of Directors and
on the grounds for compensation for travel expenses
11. Resolution on the number of members of the Board of Directors
Shareholders representing more than 10 percent of all the votes in the company
have communicated that they will propose to the Annual General Meeting that the
number of members of the Board of Directors remain unchanged.
12. Resolution on the number of auditors
Shareholders representing more than 10 percent of all the votes in the company
have communicated that they will propose to the Annual General Meeting that the
company should have one (1) auditor.
13. Election of the members of the Board of Directors
Shareholders representing more than 10 percent of all the votes in the company
have communicated that they will propose to the Annual General Meeting that the
current members of the Board of Directors are re-elected for the following term
of office.
14. Resolution on the remuneration of the auditors
15. Election of the auditors
Shareholders representing more than 10 percent of all the votes in the company
have communicated that they will propose to the Annual General Meeting that the
Authorised Public Accounting firm Oy Audicon Ab is elected auditor.
16. Authorisation of the Board of Directors to resolve on the repurchase of the
company's own shares
The Board of Directors proposes that the General Meeting authorise the Board of
Directors to resolve on the repurchase of own shares using the unrestricted
shareholders' equity of the company. The authorisation is proposed to cover a
maximum of 1,000,000 own shares. The shares shall be repurchased through public
trading, for which reason the shares are repurchased otherwise than in
proportion to the holdings of the shareholders. The authorisation does not
exclude the right of the Board of Directors to resolve on a directed share
repurchase. The authorisation is in force for a period of 18 months from the
resolution by the Annual General Meeting.
17. Closing of the meeting
DOCUMENTS
The financial statements and the proposals of the Board of Directors to the
Annual General Meeting will be available for review on the company's website at
www.componenta.com as of 2 February 2009. The annual report will be published
and available on the aforementioned website on week 7. The documents will also
be on display at the Annual General Meeting and copies of the documents will be
sent to shareholders upon request.
INSTRUCTIONS TO PARTICIPANTS
1. Right to participate and registration
Shareholders who are on 13 February 2009 registered as shareholders in the
company's shareholder register maintained by the Finnish Central Securities
Depository Ltd are entitled to attend the meeting. A shareholder whose shares
have been entered into his/her personal book-entry account is registered into
the company's shareholder register.
A shareholder wishing to participate in the Annual General Meeting is required
to register his/her participation no later than 16 February 2009 by letter to
the address Componenta Corporation, Panuntie 4, 00610 Helsinki or by telephone
010 403 2761 or by telefax 010 403 2721 or by email
ir.componenta@componenta.com. The registration letter or message must have
arrived prior to the expiry of the registration period. Any powers of attorney
are requested to be sent to the mentioned address in connection with the
registration.
2. Owner of a nominee registered share
A shareholder whose shares are nominee registered and who wishes to participate
in the Annual General Meeting must be registered in the company's shareholder
register on the record date 13 February 2008.
3. Other information
The company has on the date of the notice to the Annual General Meeting 28
January 2009 a total of 10,945,698 shares and 10,945,698 votes.
Helsinki, 28 January 2009
COMPONENTA CORPORATION
The Board of Directors
Heikki Lehtonen
Further information:
Heikki Lehtonen Mika Hassinen
President and CEO CFO
tel. +358 10 403 00 tel. +358 10 403 00
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 681.4 million in 2008. At the end of 2008 the
Group employed 4,163 people. Componenta's shares are quoted on the NASDAQ OMX
Helsinki. 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.
Componenta Corporation
Panuntie 4
FI-00610 Helsinki , Finland
Tel. +358 10 403 00
Fax +358 10 403 2721
www.componenta.com
