Componenta Oyj — AGM Information 2020

Jan 14, 2020

Componenta Corporation: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

Componenta Corporation: Proposals of the Shareholders’ Nomination Board to the Annual General Meeting

Componenta Corporation Stock Exchange Release, 14 January 2020 at 15:20

The Shareholders’ Nomination Board of Componenta Corporation proposes to the
Annual General Meeting 2020 (planned to be held on 16 April 2020) that the
number of Board members will be restored to four (4) for the term expiring at
the close of next Annual General Meeting.

The Nomination Board proposes that the current members of the Board of Directors
Anne Leskelä, Harri Pynnä, Harri Suutari and Petteri Walldén are re-elected. The
Nomination Board proposes that the number of Board members will be reduced by
one from the current five, and that Board member Asko Nevala would no longer
continue in his role. Restoring the number of Board members to four aims at cost
efficient administration.The number of Board members was increased from four to
five in the Extraordinary General Meeting held on 1 July 2019 where the
acquisition of Komas Oy was resolved. In accordance with the conclusion of this
acquisition, Marko Penttinen was appointed as the President and CEO of
Componenta, and his predecessor Harri Suutari was elected as a member of the
Board of Directors.

Out of the nominees, Anne Leskelä, Harri Pynnä and Petteri Walldén are
independent of the company and of the significant shareholders of the company.
Harri Suutari is independent of the significant shareholders of the company, but
not of the company as he was the President and CEO of the company from November
2015 until August 2019. All nominees have given their consent to the position.

When preparing its proposal, the Nomination Board has taken into consideration
the Board of Directors’ diversity policy, including its aim to ensure continuity
by nominating Board members who have long term experience of the company’s
business.

The Shareholders’ Nomination Board proposes that remuneration for the members of
the Board of Directors remains unchanged. The members of the Board of Directors
who will be elected to the term continuing to the Annual General Meeting 2021,
will be paid annual remuneration as follows: EUR 50,000 to the Chairman and EUR
25,000 to the members of the Board of Directors. If the Board of Directors
decides to establish committees, an annual fee of EUR 5,000 will be paid to the
members of Board committees. Travel expenses of the members of the Board of
Directors will be compensated in accordance with the company’s travel policy.

The Nomination Board of Componenta Corporation consists of Harri Suutari,
authorized by shareholder Etra Capital Oy and acting as an expert member, Timo
Sallinen, representing shareholder Varma Mutual Pension Insurance Company, and
Hanna Hiidenpalo, representing shareholder Elo Mutual Pension Insurance Company.
Harri Suutari is the chairman of the Nomination Board.

The proposals of the Nomination Board will be included in the notice to the
Annual General Meeting.

COMPONENTA CORPORATION

Marko Penttinen
President and CEO

For further information, please contact:
Harri Suutari, Chairman of the Nomination Board, tel: +358 40 038 4937

Componenta is a technology company which specializes in supplying cast and
machined components to global manufacturers of vehicles, machines and equipment.
The company’s share is listed on Nasdaq Helsinki.