Published: 2020-10-29 13:15:00 CET
Componenta Oyj
Decisions of general meeting

Resolutions of the Extraordinary General Meeting of Componenta Corporation

Componenta Corporation Stock Exchange Release 29 October 2020 at 14:15

The Extraordinary General Meeting of Componenta Corporation was held on 29 October 2020 in Vantaa. The Extraordinary General Meeting resolved to authorize the Board of Directors to resolve on a rights issue.

The General Meeting resolved on a reverse share split and thereto related redemption of shares so that the number of shares in the company will be reduced without reducing the share capital by merging each fifty shares of the company into one share by conveying company’s new shares and by redeeming company’s shares. Related to the reverse share split, the General Meeting resolved to authorize the Board of Directors to decide on a directed share issue. The reverse share split will be executed in the book-entry system after the close of trading on the Reverse Split Date later resolved by the Board of Directors.

Authorizing the Board of Directors to resolve on a rights issue

The Extraordinary General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 237,269,224 new shares to carry out a rights issue. The shares are offered for subscription to the shareholders of the company in proportion to their shareholding in the company as per the record date of the rights issue.

The authorization includes the right for the Board of Directors to resolve to offer, on a secondary basis, the potentially unsubscribed shares to the other shareholders or other persons for subscription. The authorization may only be used to carry out one rights issue.

The Board of Directors was authorized to resolve on all other terms and conditions of the rights issue. The authorization is valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2021. The authorization does not revoke the share issue authorizations resolved upon earlier.

The Board of Directors plans to carry out the rights issue by the end of year 2020.

Reverse share split and thereto related redemption of shares and authorizing the Board of Directors to resolve on the directed share issue

The Extraordinary General Meeting resolved on reverse share split and thereto related redemption of shares, and authorized the Board of Directors to resolve on the directed share issue as follows:

The number of shares in the company will be reduced without reducing the share capital by conveying company’s new shares and by redeeming company’s shares to the effect that each fifty (50) shares of the company are merged into one (1) share.

In order to avoid share fractions the Board of Directors is authorized to resolve on a directed share issue in which company’s new shares are conveyed without compensation to the effect that the number of shares in each shareholders book-entry account is made divisible by 50 on the reverse split date later resolved by the Board of Directors (“Reverse Split Date”). The maximum number of shares conveyed to the shareholders by the company is 49 times amount of such book-entry accounts in which company’s shares are preserved on the Reverse Split Date. The maximum amount of share issue authorization is 400 000 shares. The maximum amount is based on the Board of Director’s assessment related to the number of shareholders. The authorization is valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2021. The authorization does not revoke the share issue authorizations resolved upon earlier. The Board of Directors is authorized to resolve on all the matters related to the conveyance carried out without compensation within the limits of the authorization by the Extraordinary General Meeting.

Concurrently with the above-mentioned conveyance of the company’s new shares the company will, on the Reverse Split Date, redeem without compensation from each shareholder a number of shares determined by redemption ratio 49/50, meaning, that for each 50 existing shares the company will redeem 49 shares. The Board of Directors has the right to resolve on all other matters with respect to the redemption of shares. The shares redeemed without compensation in connection with the reduction of number of shares will be cancelled immediately after the redemption in accordance with the resolution of the Board of Directors.

The purpose of merging the shares is to facilitate trade in the company’s shares by increasing the value of an individual share and to contribute the shares’ efficient price formation. The Board of Directors thus holds that merging the shares is in the interest of the company and all of its shareholders and that the company therefore has a particularly weighty financial reason for the reverse share split and the related redemption of shares and the directed share issue. The reverse share split does not affect the company’s equity.

The reverse share split will be executed in the book-entry system after the close of trading on the Reverse Split Date later resolved by the Board of Directors. If necessary, the trading with the company's share on Nasdaq Helsinki Ltd. shall be temporarily interrupted in order to perform necessary technical measures in the trading facility after the reverse split date.

The Board of Directors intends to carry out the reverse share split after the execution of the rights issue. The directed share issue and the reverse share split will not require any measures from shareholders.

Minutes of the meeting

The minutes of the Extraordinary General Meeting will be available on Componenta’s website at www.componenta.com as of 12 November 2020, at the latest.

 

COMPONENTA CORPORATION
Sami Sivuranta
President and CEO


For further information, please contact:
Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101

Componenta is an international technology company with operations located in Finland. With its wide technology portfolio, Componenta produces e.g. cast, machined and unmachined components for its clients who are local and global manufacturers of vehicles, machines and equipment. The company’s share is listed on Nasdaq Helsinki.