Resolutions of the Annual General Meeting of Componenta
Componenta Corporation Stock Exchange Release 11.3.2015 at 15.15
The Annual General Meeting of Componenta Corporation, held on 11 March 2015, adopted the annual accounts and the consolidated annual accounts for the financial period from 1 January to 31 December 2014 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 year ended 31 December 2014.
The Board of Directors and auditor
The number of the members of the Board of Directors was resolved to be seven. The General Meeting resolved to re-elect Harri Suutari, Matti Ruotsala, Olavi Huhtala, Riitta Palomäki and Tommi Salunen, currently members of the Board of Directors, as members of the Board of Directors for the following term of office, and to elect Perttu Louhiluoto and Olli Isotalo as new members of the Board of Directors.
In its organization meeting held after the General Meeting, the Board of Directors elected Harri Suutari as the Chairman of the Board and Matti Ruotsala as the Vice Chairman of the Board. In the same meeting the Board of Directors elected Riitta Palomäki as the Chairman and Tommi Salunen and Olavi Huhtala as members of the audit committee. All members of the audit committee are independent of the Company and its significant shareholders.
The General Meeting resolved that the annual remuneration payable to the Chairman of the Board shall be 60,000 euro and the remuneration payable to other members of the Board of Directors shall be 30,000 euro. In addition, the members of the committees of the Board of Directors will be paid 5,000 euro. Travel expenses of the members of the Board of Directors shall be compensated during the financial period from 1 January to 31 December 2015 in accordance with the Company’s travel policy.
The General Meeting elected Authorised Public Accounting firm PricewaterhouseCoopers Oy as the Company’s auditor.
Authorisation of the Board of Directors to resolve on a share issue and an issue of special rights entitling to shares
The General Meeting resolved to authorise the Board of Directors, in accordance with its proposal, to resolve on a share issue and an issue of special rights entitling to shares as referred to in Chapter 10, Section 1 of the Limited Liability Companies Act in one or several instalments, either against payment or without payment. The aggregate amount of shares to be issued, including the shares to be received based on special rights, shall not exceed 20,000,000 shares. The Board of Directors may resolve to issue either new shares or to transfer treasury shares potentially held by the Company.
The authorisation entitles the Board of Directors to resolve on all conditions for the share issue and the issue of special rights entitling to shares, including the right to derogate from the pre-emptive right of the shareholders. The authorisation may be used to strengthen the balance sheet and financial position of the company or to other purposes to be resolved on by the Board of Directors.
The authorisation is in force until the end of the next Annual General Meeting, however not later than 30 June 2016.
Establishment of a Nomination Board
The General Meeting resolved to establish a Nomination Board consisting of shareholders or their representatives to annually prepare and present proposals for the next Annual General Meeting concerning the composition and remuneration of the Board of Directors.
Helsinki, 11 March 2015
President and CEO
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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 2014 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.