Resolutions of the Annual General Meeting of Componenta
Componenta Corporation Stock Exchange Release 22.3.2013 at 14.00
The Annual General Meeting of Componenta Corporation, held on 22 March 2013, adopted the annual accounts for the financial period from 1 January to 31 December 2012 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 year 2012.
The Board of Directors and auditor
The number of the members of the Board of Directors was resolved to be six. The General Meeting decided to re-elect Harri Suutari, Marjo Miettinen, Riitta Palomäki, Matti Ruotsala and Heikki Lehtonen, currently members of the Board of Directors, as members of the Board of Directors for the following term of office, and elect Tommi Salunen as a new member of the Board of Directors.
In its organization meeting held after the General Meeting, the Board of Directors elected Harri Suutari as Chairman of the Board and Matti Ruotsala as Vice Chairman of the Board. In the same meeting the Board of Directors elected Riitta Palomäki as the Chairman and Tommi Salunen as a member of the audit committee. Both members of the audit committee are independent of the company and its significant shareholders.
The General Meeting resolved that the yearly 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 shall be compensated during the financial period from 1 January to 31 December 2013 in accordance with the company’s travel rules.
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 7,500,000 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 for five (5) years from the resolution of the General Meeting. The authorisation cancels the authorisation to resolve on a share issue and issue of special rights entitling to shares given to the Board of Directors by the Extraordinary General Meeting on 8 September 2009. The authorisation cancels also the authorisation to resolve on a share issue and issue of special rights entitling to shares given to the Board of Directors by the Annual General Meeting on 23 February 2012.
Helsinki, 22 March 2013
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 545 million in 2012 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,300 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.