Decisions of general meeting
Resolutions of the Annual General Meeting of Componenta
Componenta Corporation Stock Exchange Release 13.3.2014 at 17.30
The Annual General Meeting of Componenta Corporation, held on 13 March 2014, adopted the annual accounts and the consolidated annual accounts for the financial period from 1 January to 31 December 2013 and discharged the members of the Board of Directors and the President and 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 2013.
The Board of Directors and auditor
The number of the members of the Board of Directors was resolved to be six. The General Meeting resolved to re-elect Harri Suutari, Heikki Lehtonen, Riitta Palomäki, Matti Ruotsala 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 Olavi Huhtala 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 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 Olavi Huhtala and Tommi Salunen 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 yearly remuneration payable to the Chairman of the Board shall be EUR 60,000 and the remuneration payable to other members of the Board of Directors shall be EUR 30,000. In addition, the members of the committees of the Board of Directors will be paid EUR 5,000. Travel expenses shall be compensated during the financial period from 1 January to 31 December 2014 in accordance with the Company’s traveling 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 6,000,000 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 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 Annual General Meeting on 22 March 2013.
Helsinki, 13 March 2014
President and CEO
For further information, please contact:
President and CEO
tel. +358 10 403 2200
tel. +358 10 403 2723
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 511 million in 2013 and its share is listed on the NASDAQ OMX Helsinki. The Group employs approx. 4,400 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.