10.4.2024 12:50:01 EEST | Componenta Oyj | Decisions of general meeting

Componenta Corporation, Stock Exchange Release, 10 April 2024 at 12.50 p.m. EEST

 Componenta Corporation’s Annual General Meeting was held today, 10 April 2024, in Vantaa. A video recording of the AGM will be added to the company’s website within a reasonable period of time after the meeting.

The AGM supported all the proposals presented to the meeting and adopted by way of an advisory resolution the remuneration report and the remuneration policy. The AGM adopted the company’s financial statements and consolidated financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial period of 1 Jan–31 Dec, 2023.

Resolution on the use of profit shown on the balance sheet

In accordance with the proposal by the Board of Directors, the AGM decided that no dividends will be distributed on the basis of the balance sheet established for the financial year that ended on 31 December 2023.

Composition and remuneration of the Board of Directors

In accordance with the proposal by the Shareholders’ Nomination Board, the AGM resolved that the annual remuneration payable to the Chairman of the Board shall be EUR 50,000 and the annual remuneration payable to other members of the Board of Directors shall be EUR 30,000. Members of possible committees of the Board of Directors will be paid an annual remuneration of EUR 5,000. In addition, a meeting specific fee of EUR 1,000 will be paid to a Board member who lives outside Finland and travels to Finland for a meeting. Travel expenses of the members of the Board of Directors shall be compensated in accordance with the company’s travel policy.

In accordance with the proposal by the Shareholders’ Nomination Board, the number of members of the Board of Directors was confirmed to be five (5). The AGM re-elected the current members of the Board of Directors Tomas Hedenborg, Anne Koutonen, Harri Suutari and Petteri Walldén. In addition, The AGM elected Lars Wrebo as a new member of the Board of Directors. The term for the members of the Board of Directors expires at the close of the next AGM.

Election and remuneration of the Auditor

The AGM elected the audit firm PricewaterhouseCoopers Oy as the Auditor for the next term of office. PricewaterhouseCoopers Oy has informed that Ylva Eriksson, Authorised Public Accountant (APA), will act as the responsible auditor. The renumeration for the Auditor will be paid according to an invoice approved by the company. 

Election and remuneration of the Sustainability Reporting Assurer

The AGM selected BDO Oy as the Sustainability Reporting Assurer. BDO Oy has informed that APA, Authorised Sustainability Auditor Laura Castrén will act as the principally responsible sustainability reporting assurer. The remuneration for the Sustainability Reporting Assurer will be paid according to an invoice approved by the company.

Authorising the Board of Directors to decide on the share issue

In accordance with the Board of Director’s proposal the AGM authorised the Board of Directors to decide on share issues in one or several tranches as follows:

• The issuance of shares may be carried out by offering new shares or transferring treasury shares held by the company 
• The total number of shares to be issued or transferred under the authorisation may not exceed 961 563 shares, which corresponds to approximately 9.9 per cent of all the shares in the company
• The new shares may be issued and the treasury shares held by the company may be transferred for consideration or without consideration. 

The Board of Directors decides on all terms and conditions for the issue of new shares and the transfer of the company’s own shares. Based on the authorisation, the Board of Directors may decide on a share issue in deviation of the pre-emptive subscription right of the shareholders (directed issue) subject to conditions mentioned in the Finnish Limited Liability Companies Act. The authorisation also includes the right to decide on issuing new shares to the company itself without consideration. For example, the Board of Directors may use the authorisation as compensation in acquisitions, to develop capital structure, to broaden the ownership base, to acquire assets related to the company’s business or to finance or carry out other business transactions, or for other purposes decided by the Board of Directors. However, the authorisation may not be used for the implementation of incentive programs of the company’s management or key personnel.

The authorisation is valid until the end of the next Annual General Meeting, but no longer than until 30 June 2025 at the latest. For the sake of clarity, the authorisation does not revoke the authorisation granted to the Board of Directors at the Annual General Meeting on 13 April 2023 to decide on the issue of shares and special rights entitling to shares for incentive schemes, under which a maximum of 400 000 shares may be issued. However, this authorisation revokes other previous non-utilised authorisations to decide on share issuance.

Amendment of the Articles of Association

In accordance with the proposal of the Board of Directors, the AGM decided to amend the Articles of Association by adding a new Article 8 on the Sustainability Reporting Assurer to the Articles of Association. As a result of the amendment, the numbering of the current Articles 8, 9 and 10 of the Articles of Association will be changed accordingly to Articles 9, 10 and 11.

Furthermore, the AGM decided, as proposed by the Board of Directors, that the future Article 11 of the Articles of Association concerning the matters to be handled at the Annual General Meeting be supplemented by adding a new sub-item 10 on the election of the Sustainability Reporting Assurer and by adding to sub-item 6 a mention of the fee and the reimbursement criteria for travel expenses of the auditor and the sustainability assurer.

Minutes of the General Meeting

The minutes of the General Meeting will be made available at the Componenta website at www.componenta.com no later than on 24 April 2024.

Decisions of the Board of Directors’ organizing meeting

At its organizing meeting held after the AGM, the Board of Directors elected Harri Suutari as Chairman of the Board and Anne Koutonen as Vice Chairman of the Board.

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

Distribution:
NASDAQ Helsinki
Main media
www.componenta.com

Componenta Corporation is an international technology company and Finland's leading contract manufacturer in the machine building industry. Sustainability and customer needs are at the core of the company’s broad technology portfolio. Componenta Corporation manufactures components for its customers, which are global manufacturers of machinery and equipment. The company’s stock is listed on Nasdaq Helsinki. www.componenta.com