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Componenta Oyj Annual Report 2011

Feb 10, 2012

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Annual Report

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Annual report 2011

ONE COMPONENTA

4,700 employees

Preferred solution casting provider

Contents

Componenta in brief

Componenta is a major casting solutions provider in Europe. With a local presence in key markets we serve our customers by providing solutions, from engineering to components.

Our performance is based on knowledge of our customers' businesses and excellence in engineering, casting and machining, the Componenta values and sustainability.

Our customers are manufacturers of vehicles, machines and equipment in various industries and they are global players and market leaders in their own sectors.

Componenta's customer service and sales offices are located in Finland, France, Germany, Italy, the Netherlands, Sweden, Turkey, UK, and USA. We are casting, forging and machining components in Turkey, Finland, the Netherlands and Sweden.

In 2011, the Group's net sales were EUR 576 million and it employed approximately 4,700 people.

Componenta's shares are quoted on the NASDAQ OMX Helsinki. The share of the Group's subsidiary Componenta Dökümcülük AS is listed on the Istanbul Stock Exchange.

Key figures

2011 2010
Order book, MEUR 99.5*) 94.6**)
Net sales, MEUR 576.4 451.6
Operating profit before one-time items, MEUR 29.8 13.6
% of net sales 5.2 3.0
Result after financial items, excluding one-time items,
MEUR
3.9 -9.9
Return on investment, excluding one-time items, % 10.2 5.0
Return on equity, excluding one-time items, % 5.1 -10.2
Equity ratio, preferred capital note in equity, % 17.5 26.4
Interest-bearing net debt, preferred capital note in equity, % 207.5 189.4
Net debt as proportion of shareholders' equity,
preferred capital note in equity, %
271.2 170.5
Earnings per share, excluding one-time items, EUR 0.09 -0.45
Equity per share, EUR 1.93 3.63
Dividend per share, EUR 0.0 ***) 0.0
Investments in production facilities, MEUR 21.8 8.5
Number of personnel at end of year,
including leased personnel
4,665 4,414
Capacity utilization rate, % 68 57
Energy consumption, GWh 747 629

*) Order book on 12 January 2012

**) Order book on 10 January 2011

***) Board proposal

Sales by market area

Personnel by country

Componenta operations by segment

Net sales Share of net sales Operating profit*) Order book Capacity utilisation rate Personnel
Turkey operations 277.2 MEUR 45 % 28.7 MEUR 51.8 MEUR 68 % 2,542
Finland operations 112.8 MEUR 18 % -1.6 MEUR 13.8 MEUR 63 % 963
Holland operations 109.3 MEUR 17 % -1.9 MEUR 20.1 MEUR 65 % 757
Sweden operations 121.5 MEUR 20 % 3.6 MEUR 19.8 MEUR 73 % 403

*) Excluding one-time items

Turkey operations

  • · iron foundry and machine shop in Orhangazi
  • · aluminium foundry and production unit for aluminium wheels in Manisa

1.

Finland operations

  • · iron foundries in Iisalmi, Karkkila, Pietarsaari and Pori
  • · machine shops in Lempäälä and Pietarsaari (until 31 Dec 2011)
  • · production unit for pistons in Pietarsaari

3.

Holland operations

  • · iron foundries in Weert and Heerlen
  • · machine shop operations in Weert
  • · pattern shop in Tegelen

+

Sweden operations

  • · machine shop in Främmestad
  • · forges in Virsbo and Smedjebacken

Other business

  • · sales and logistics company in UK
  • · service and estate companies in Finland
  • · the Group's administrative functions
  • · associated company Kumsan A.S. in Turkey

One componenta + 4,700 Componenta employees = preferred casting solutions provider

Componenta is a multinational metal industry operator, a foundry and machine shop Group and a listed company. Our One Componenta way of operating ensures consistent processes and practices regardless of the location or country of the unit or operation.

Componenta's business is the production of cast components and innovative solutions derived from them. Our operations are divided into four geographical areas, namely Turkey, Finland, Holland and Sweden, which are supported by Groupwide functions that allow us to offer maximum added value to our customers. The development functions include supply chain management, quality and environmental management, the development of foundry and machine shop technology, purchasing and internal procurement.

Our aim is to improve our operations, products as well as the quality of the working environment on a continuous basis.

Common values in use throughout the Group

Componenta's values of Openness, Honesty and Respect provide a strong foundation for daily operations and cooperation with stakeholders. Openness means that we are open to new ideas and to change and that we are willing to develop. Through this, we look to continually improve our ways of working. Honesty is about being sincere with ourselves and with each other: we do what we promise. Respect means that our cooperation with all stakeholders is based on trust and mutual respect.

Componenta's

values are Openness,

Honesty and

Respect.

In its business operations, Componenta complies with all current legislation and regulations and with generally accepted business practices. Local labour laws and collective bargaining agreements are complied with in all countries of operation. International conventions on human rights and equality are an integral part of Componenta's operating culture. Operations are also guided by Componenta Group's own values, operating principles and policies, such

as the Componenta Way to Operate and the Group's Code of Conduct.

The administration and management of Componenta Corporation is based on

Finnish legislation, the Company's Articles of Association and the guidelines and rules of the Helsinki stock exchange and the Finnish Financial Supervisory Authority also govern operations. Componenta complies with the Corporate Governance Code for Finnish listed companies of the Finnish Securities Association.

Risk management is part of the Company's monitoring system and it ensures that the risks to which the Company's business is exposed are identified, evaluated and monitored. This helps anticipate threats to and opportunities for business operations and ensures business continuity.

Sustainable development and responsibility are an integral part of Componenta's operations and management. They are reflected in our commitment to ensure the Group's profitability and competitiveness, look after the wellbeing of our employees and develop their skills and competences and minimise the environmental impact of our products and operations.

President's Review

Componenta had a busy year in 2011. During the year, we took multiple steps towards our goal of being the customers' preferred casting solutions provider.

Componenta's net sales increased almost 30% in 2011 and the results improved on the previous year. During the first half of the year, our sales and production volumes grew steadily, after which the insecurity of the financial market cut gradually the growth of the orders. However, we reacted rapidly to the changing market conditions and implemented measures required by them in good time, such as cost savings and temporary adaptations of production.

We achieved our targets for new sales. The measures implemented during recent years in order to improve the coverage of the sales organization are now bearing fruit and increasing the capacity utilisation and consequently improving the profitability when the production of new products starts in 2012 and 2013.

We renewed the pricing of our products and in addition to implementing price surcharges for iron, aluminium and energy, we agreed on the implementation of price surcharges for other materials as well, which decreases the burden of the operating profit caused by the changes in raw material prices and improves the transparency of pricing. The negative impact of the increase in material prices on the results in 2011 was over EUR 11 million, which will be compensated in the prices during 2012.

We also terminated unprofitable units: in Finland, the Pietarsaari machine shop was closed and the Nisamo machine shop was sold. The pattern shop unit in the Netherlands will be closed in the beginning of 2012. In addition to the costs of closure measures, the temporary quality fault at the iron foundry in Turkey had a negative impact on the results for 2011.

In 2011, we accomplished multiple projects and measures aiming to achieve our strategic goals. In solution selling, the key is the knowledge of customer's business and common engineering in order to solve the customer's problem and to meet their needs. Therefore, we increased the amount of engineering personnel and trained them in different countries and implemented new engineering systems, optimising tools and project management tools. In order to improve customer service, we launched a new customer service centre in Finland to support sales and opened new sales offices in Germany and the USA.

Componenta's Board of Directors specified the Group's financial objectives in January 2012. We will give up the sales growth target for 2015 and concentrate on reaching the targets of financial solidity and profitability. Additionally, a short term target is to decrease the company's debt and to achieve a good credit rating during 2012 and 2013. As a part of this process, we will issue new shares and a hybrid bond in spring 2012. We have also begun to take measures to sell a unit manufacturing aluminium wheels for passenger cars in Manisa, Turkey.

7 President's Review COMPONENTA Annual report 2011

In 2012, we will continue our long-term work to achieve our strategic goals. The new customer service organization, which will be launched in March, will have an important role in that work, as it will combine sales, product development, engineering and supply chain management into one customer service entity.

We will also continue to develop corporate responsibility as a part of operational business in order to achieve the environmental and social responsibility related objectives agreed by the Board of Directors.

The outlook of the year 2012 is overshadowed by the effects of the financial crisis affecting European countries and a quick solution to the crisis is a precondition to the clarification of the economic outlook in Europe. Even though a significant part of Componenta's production is

aimed at geographic areas and business areas where the crisis has only a minor impact, we are prepared for a decrease in demand in 2012. Nevertheless, with the planned closures and sales of units, increases in prices and the quality and productivity project in the Turkish iron foundry, we are well equipped to improve our results even further during the present year.

I want to express my gratitude to the personnel, customers and owners for their solid cooperation and commitment in 2011.

Heikki Lehtonen

President and CEO

preferred casting solutions provider 2015

Componenta's strategy is to grow together with our customers and contribute to their success. We operate as One Componenta and provide innovative solutions for our customers, from component engineering to manufacturing. Our operations are based on our strong values and sustainable development.

We share the core values of Openness, Honesty and Respect in the Group. The principles of sustainable development and responsibility are an integral part of all Componenta operations. We look after the environment and our people and remain competitive. We are a significant recycler and reuser of waste. The environmental impact of our operations is minimised through the quality of our products and operations. Our engineering service helps our customers to develop more environmental friendly products that reduce their environmental impact.

MISSION

Our mission is Casting Future Solutions. Our approach is based on customer needs; we provide engineering cooperation to leading organizations in their respective fields. Our customers benefit

from our ability to balance our operations and services in different parts of the value chain. We are also actively shaping the traditional ways of operating in the cast component industry as it evolves towards new generation vehicles and machinery.

VISION

Our vision is to be the preferred casting solutions provider locally and globally.

To realise our vision, we grow and operate as One Componenta and live up to our promise of offering the best customer experience. We continuously improve our productivity and operations to maintain excellent delivery certainty, quality and cost-efficiency. We develop our skills and competences and boost solution selling.

This also helps us improve our competitiveness and create added value for our customers to contribute to their success as well as our own.

Financial objectives 2015

Objective 2015 Actual 2011
EBIT 12% 5.2%
Equity ratio*) 40% 17.5%
Return on investment >20% 7.8%

*) Preferred capital notes in equity

Componenta's financial objectives were reviewed at the beginning of 2012. The Board of Directors of Componenta decided to give up the growth target for net sales in 2015 and to concentrate on reaching the targets of financial solidity and profitability.

Goal Actions Materialised
We grow together as
One Componenta
·
Consolidation of financial manage
ment, payroll administration and sales
support services in Finland
·
Expansion of the SAP Enterprise
Resource Planning system
·
Enhancing common ways of oper
ating through Group-wide training
initiatives
-
The coverage of SAP Enterprise Resource Planning
source Planning System in the Group
system in the Group
SAP in use 44%
Ready for golive 37%
Planned 19%
We offer the best
customer experience
·
New customer service centres in
Germany and USA
·
Strengthening sales and engineering
resources in several countries
·
New customer and sales data
management system Sales Force
·
Customer satisfaction survey
Almost
40%
of customers say that cooperation with Componenta
has improved in 2011. Componenta's engineering
capabilities, ability to understand the customer's
business and ability to integrate services in the supply
chain are appreciated.
We have excellence in
delivery certainty,
quality and costs
·
Preparation of a new operating model
to improve supply chain management
·
A new tool for production planning
·
More Six Sigma experts to improve
quality
·
Measures to improve productivity and
profitability in Turkey and Finland
According to customer feedback, Componenta's
delivery certainty and quality have improved.
We boost solution selling ·
Strengthening engineering resources
·
A common casting simulation tool im
plemented in all countries of operation
·
Implementation of tools needed in
management of new products and
projects
·
New operational model for logistic ser
vices will be implemented in the be
ginning of 2012
One example of a solution. Train chassis component
Customer benefit:
A component earlier welded together of 10 pieces
is now cast as one piece -> more easily managed
purchasing chain
Cost savings
30%

10 OUR BUSINESS OPERATIONS

COMPONENTA Annual report 2011

Our business operations cover the complete cast component supply chain.

The demand for the Group's products and the Group's business operations are influenced by changes in the operating environment and customer sectors.

Develoment of operating environment

The iron and aluminium cast components manufactured by Componenta are used in heavy trucks, construction and mining machines, passenger cars, agricultural machinery, wind power industry and in other machine building, for example in elevators, cranes, robots and diesel engines.

Market development in early 2011 was positive, with Componenta's order book growing significantly during the first few months of the year.

Uncertainty in the financial markets increased considerably towards the end of the year, resulting in slower demand in our customer segments and the order book at the begin-

ning of 2012 was only slightly higher compared to same time in the previous year.

Heavy trucks

Components supplied by Componenta are primarily used in the European market, where the demand for heavy trucks remained fairly positive even after a strong start to the year. Componenta's full-year sales in the heavy trucks segment were good. We also achieved our targets for new sales, i.e. sales of new products or sales to new customers.

The arrival of next-generation trucks on the market is likely to have a positive impact on the market and demand. The share of aluminium components as a proportion of the components in the heavy trucks is also expected to increase considerably.

Demand prospects in the heavy trucks industry are uncertain at the beginning of 2012.

Demand in the construction and mining segment grew steadily throughout the year and we enjoyed strong sales growth.

Raw material prices on the world market are expected to remain at a level that contributes positively to continued investment in the mining industry. Growth in construction is likely to continue in developing countries, with strong demand for construction machines. Growth in Europe, Japan and USA is expected to be steadier and in these markets future challenges include responding to tighter emissions restrictions on construction and mining machines.

Demand for construction and mining machinery components at the beginning of 2012 is expected to continue to develop favorably mainly due to the high level of activity in the mining industry and in developing markets.

Demand for agricultural machinery was strong in Europe, USA, Canada and Asia. Our sales grew particularly well in the Turkish and European markets.

The global market for agricultural machinery is expected to grow as demand remains high.

At the beginning of 2012 demand for agricultural machinery is estimated to rise from the previous year mainly as the result of relatively high food prices.

The demand for aluminium components grew in the early part of 2011, only to level off towards the end of the year.

EU tariffs on aluminium wheel imports from China helped demand for aluminium wheels remain strong throughout the year, contributing to a considerable increase in sales. The market situation is expected to remain unchanged.

A significant proportion of automotive components are made from aluminium. The use of aluminium will increase further as car manufacturers respond to tightening environmental legislation and emissions restrictions by opting for lighter components to reduce the weight of cars for lower emissions.

Demand in the automotive industry at the beginning of 2012 is expected to remain at the same level as in the previous year mainly due to the increase in market share.

Demand in the machine building industry varied between countries and customer segments, but total demand in the European market remained stable throughout the year. Positive market development is expected in the machine building industry.

Market demand in the machine building industry at the beginning of 2012 is expected to remain at the same level as in the previous year.

Demand in the wind power industry continues to suffer from the impact of the financial crisis and European market prospects remain weak.

Nevertheless, the emission-free energy generated by wind power is still considered to have great growth potential.

Demand in the wind power sector at the beginning of 2012 is expected to remain on low level in Europe.

Order book EUR 99,5 million *)
Net sales EUR 576 million 28% change from previous year
Operating profit EUR 29.8 million **) 120% change from previous year
Capacity
utilisation
68%
Investments EUR 21.8 million, of which
some 50% investmests in increasing capacity to respond to
growing order volumes in Främmestad and Orhangazi ma
chine shops and in production of aluminium wheels

some 50% in maintenance of machinery and equipment

*) including orders for the next 2 months **) excluding one-time items

2011 Quick facts

Operations

Componenta's business operations

We provide our customers with iron and aluminium components and solutions made of them. Our customer service covers the whole supply chain.

We offer design solutions of castings that increase the competitiveness of our customers. In addition to our design service, we help our customers to increase the effectiveness of their supply and manufacturing chains in many ways, such as through assembly and logistics solutions. This way our customers can better focus their resources on their main areas of operation.

The Group's production plants are located in Turkey, Finland, the Netherlands and Sweden. In addition to the mentioned countries Componenta has customer service centers and sales offices also in UK, Italy, France, Germany and USA.

Development of Operations

Our foundries and machine shops in Turkey produce components primarily for machines used in the construction and mining industries and the automotive sector. Net sales in Turkey increased by 35% and operating profit was 10% of net sales. The growth in operating profit, resulting from a strong increase in volume, was weakened by rise of non-surcharged raw material costs. The order book grew by 8% compared to the year before.

Our units in Finland serve customers in the heavy trucks, machine building, agriculture and wind power segments. Net sales of operations in Finland increased by 9%, while operating profit was -1.5% of net sales. Increased nonsurcharged raw material prices and energy taxes contributed to the decline in operating profit. The order book decreased by 12% compared to the previous year.

Our production units in the Netherlands primarily serve customers in the construction and mining, agricultural machinery and machine building sectors. Net sales of our Holland operations grew by 28% and operating loss was -1.7% of net sales. The increase in the prices of nonsurcharged raw materials was a factor in the weak result. The order book grew by 22%.

Componenta's operations in Sweden serve manufacturers of heavy trucks. Net sales of operations in Sweden increased by 43% and operating profit was 3% of net sales. Significant growth in volume contributed to the strong operating profit. The order book declined by 10% compared to previous year.

Satisfied customers through improved efficiency in operations

Componenta's strategy and long-term objectives guide the company's business development. We have carried out projects to improve delivery certainty, quality and cost-efficiency and implemented measures to not only enhance our operations, but also improve customer service and satisfaction.

During 2011 we strengthened the customer service and engineering cooperation by opening new customer service centers in Germany and USA. This way we are locally close to our customers.

Component supply chains were optimised in many ways. Product line transfers between foundries continued. The manufacture of DISA products was moved from the Pietarsaari foundry to the Orhangazi foundry in Turkey, which is now the location for the concentrated production of large series on the automated vertical moulding lines. A new production planning model was piloted at the Främmestad machine shop to improve component delivery accuracy. The development of the operating model and optimal logistics solutions continued at the end of the supply chain. Logistics services ensure the timely deliveries of components for further processing and to customers.

The continuous improvement in quality has been a key development area during the year. We have trained several experts in the Six Sigma

We provide our customers with iron and aluminium components and solutions made of them. quality improvement method in all of our countries of operation. The experts lead the analysis of the root causes of quality issues and the planning and implementation of corrective measures. They also provide instructions and guidelines for future operations.

Implementation of the SAP enterprise resource planning system continued with the aim of improving the consistency of the Group's operations and boosting supply chain efficiency. The SAP system, which is already in use at production units in Finland and the Netherlands, was also implemented at the UK sales and logistics centre and preparations for SAP implementation in Turkey were almost completed.

Profitability was improved through various measures

Componenta's objective is to grow together with its customers, which requires business operations to be competitive and profitable. In response to the long-standing poor profitability of machining operations in Pietarsaari and the strategic changes made by customers in the heavy trucks segment, the company decided to discontinue the operations of the Pietarsaari machine shop by the end of 2011. The machine shop's operations were primarily transferred to Främmestad in Sweden. The business operations of Componenta's Nisamo machine shop in Lempäälä were sold in December to Tampereen Konepajat Oy, which will continue machining operations at the existing facility and serve as a machining subcontractor for Componenta.

An extensive productivity improvement project was launched at the Orhangazi foundry in Turkey at the end of 2011. In addition to implementing improved ways of operating, the project aims to achieve significant cost savings in 2012.

The Serve project to consolidate the financial management, payroll administration and sales support services of Finnish units into one customer service centre was completed at the end of the year. The change improves the sales support services provided to customers and also improved the efficiency and fluency of internal operations, enabling the implementation of an electronic distribution of purchase invoices.

The foundations for Componenta's business operations and the Group's strategy are firmly established upon the Group's values and sustainable development. These govern management and daily operations throughout the Group as well as cooperation with stakeholders. Componenta listens to its stakeholders and takes them into account in its operations.

Our performance is based on knowledge of our customers' businesses and excellence in engineering, casting and machining services. We provide modern iron and aluminium solutions for various customers and end uses around the world.

Sustainability principles and responsibility are part of all of our operations: we look after the environment, people and our own competitiveness.

Read more online.

Componenta monitors and develops its responsibility in three areas: economic, social and environmental responsibility.

Componenta employs third-party certified quality and environmental management systems. In addition, the units in Turkey have a certified occupational health and safety management system. In our operations, we take into account the ISO 26000 guidelines with regard to social responsibility. The internal One Componenta approach includes common principles, policies and practices observed in our operating countries.

Minimising the environmental impact

Componenta is a significant recycler and reuser of waste. Most of the raw material used for cast components is recycled material. The recycling percentage of additives used in the process and waste generated is nearly 86%. With high-quality products and operations, we can minimise our environmental impact and costs of production. The lower the number of rejects, the less raw material and energy is consumed. High quality and environmental efficiency are part of cost efficiency.

Our engineering services help our customers to develop more environmental friendly products and consequently to reduce their environmental impact.

Looking after people

Responsibility also includes good leadership and consideration of people. We do not approve of any forms of discrimination under any circumstances. In 2011, no incidents of discrimination were reported at Componenta. We look after our personnel by developing their competence and the work community and by taking measures to improve wellbeing at work.

We help our customers to develop more environmental friendly products and reduce their environment impact.

We employ various methods to ensure free dialogue with our stakeholders. Different stakeholders have different expectations – our aim is to meet their expectations through our operations. Success can be measured in several ways.

Profitability ensures the continuity of operations

Economic responsibility is responsibility for the Group's profitability and competitiveness. Only by operating profitably and developing our operations with a long-term approach we can meet the expectations of our stakeholders.

Risk management is part of the monitoring system which ensures that the risks to which our business is exposed are identified, evaluated and monitored.

Responsible operations, both within our company and with regard to cooperation with stakeholders, are part of our competitiveness and this has an impact on our success when competing for customers, employees and investors.

Targets in 2012

In order to reduce our environmental impact and CO2 emissions, we aim to improve energy efficiency at our iron and aluminium foundries and to further reduce the amount of landfill waste generated by production.

As for social responsibility, our target is to improve occupational safety, reduce the number of occupational accidents and improve the wellbeing of personnel.

In the spring of 2011, Componenta was included in the OMX GES Sustainability Finland Index introduced by NASDAQ OMX Helsinki. This sustainability index concentrates on Finnish shares and includes 40 leading sustainable companies in Finland.

Engineering to reduce environmental impact

The environmental aspects and impacts of a product are taken into account already in the design stage. The construction and features of a component can be optimised in cooperation with the customer, and thus influence the product's features during both production and use and thereby reduce its environmental impact.

Componenta's supply chain begins with component design and engineering. We engage in engineering and product development partnerships with customers in all of our customer segments. The skills and experience of our designers and engineers and our own expertise in developing solutions are at our customers' disposal in all the countries in which we operate.

Engineering can, for example, help reduce the weight of a product or the need for finishing processes, resulting in less raw materials and

We constantly develop new solutions in partnership with our customers to benefit the environment and all parties concerned. energy being used in manufacturing. The engineering process also presents opportunities to influence work stages and processes with the aim of improving manufacturing efficiency, saving costs and reducing the environmental impacts of the manufacturing phase.

Engineering partnerships have been an important part of our operations in several segments. In the automotive industry, for instance, tighter standards on emissions and the need to develop new structural and material solutions are expected to result in increased demand for engineering services in the future.

The engineering process is always based on customer needs and finding a solution for those needs together by leveraging the knowhow and expertise on both sides. The result, which is the development of the best possible solution, creates added value for both parties.

A good example of a successful engineering partnership is an aluminium component, a passenger car's rear axle crossmember, which was the result of a long-term product development project carried out in partnership between Componenta and a car manufacturer. The engineering partnership resulted in replacing the previously used component with an aluminium one for a lighter construction with a shorter production time and lower costs. At the same time, the environmental impact of the end product was reduced and its noise level and usability improved.

19 Sustainability COMPONENTA Annual report 2011

Case: Engineering partnership

The structure of an axle bracket for a truck was re-engineered for more cost-efficient casting.

1. Reviewing the factors influencing the price of the component and initiating the product development project.

2. Using a new material, solid-solution strengthened ferritic cast iron for the component produced a stronger component without adding to its weight.

3. The new material and a new casting solution resulted in significant cost savings in the manufacturing process.

ENVIRONMENTAL RESPONSIBILITY IN ALL OPERATIONS

At Componenta, responsibility for the environment means minimising environmental impacts and the constant development of environmental friendly production methods and processes. Componenta is committed to operate responsibly, promoting sustainable development and continuously improving its operations.

Read more online.

E nvironmental responsibility begins at the design stage of each product and continues throughout the product life cycle. All products manufactured by Componenta can be reused as raw material for new components at the end of their life cycle

Componenta's environmental responsibility is based on the company's environmental and quality policy. Key environmental goals include

  • · reducing the consumption of energy and raw materials
  • · reducing particle and VOC emissions
  • · reducing the level of ambient noise caused by operations
  • · enhancing the sorting of waste and promoting the reuse
  • · reducing the amount of non-recyclable waste

Certified quality and environmental management systems and permits issued by the authorities are a precondition for Componenta's business operations. They guide activities that have an impact on the quality and the environment.

Componenta's production units use third party certified quality and environmental management systems. Depending on the applicable requirements, the quality management systems conform to either ISO 9001 or ISO/TS 16949 standards, and the environmental management system to the ISO 14001 standard. The environmental management system at Componenta Pistons is scheduled to be audited early in 2012, after which all Componenta production units will have certified environmental and quality management systems.

To comply with the requirements on particle emissions at the Orhangazi foundry, the company has started an investment in additional filtering equipment for the smelting plant. The company aims to reduce odour emissions from the Heerlen foundry and is discussing solutions with the local authorities. Plans for reducing odour emissions have already been made.

Aiming to improve energy efficiency

Componenta is constantly seeking ways to improve the energy efficiency of its operations. As melting iron and aluminium requires high amounts of energy, foundries account for more than 90% of Componenta's total energy consumption. Part of the heat energy created is captured and used for e.g. heating the facilities and water. In Heerlen a study was completed to study the possibilities to use the warm cooling water of the furnaces for heating the nearby swimming pools.

Componenta is committed to national targets for reducing energy consumption in Finland and the Netherlands. In Finland, Componenta is participating in a scheme of energy efficiency agreements for industry. The agreements extend to 2016 and include a commitment to both energy savings and improved energy efficiency. As part of this effort, the company has carried out comprehensive energy analyses at its Finnish units. In the Netherlands a "Roadmap to 2030" was completed to save over 50% of energy in

Read more online.

Componenta is committed to national

targets for reducing energy consumption in Finland and the Netherlands.

the production and usage of products. This study was conducted in cooperation with other Dutch foundries and Dutch metallurgical industry.

The energy efficiency of production facilities and production equipment was improved in 2011. Practical measures included the replacement of a ventilation unit at Componenta Pistons, improving the energy efficiency of the office facilities in Orhangazi by installing thermostats and adjustable fans and automating the Orhangazi machine shop's ventilation. The capacity of the natural gas burner at the Manisa aluminium foundry's smelting plant was reduced and the operation of the motor of the central hydraulic unit at the Manisa Wheel production unit was automated with the installation of a frequency transformer. The frequency transformer allows the optimisation of the motor's output for different conditions of use. Changes to improve energy efficiency were also made to the paint

cooling system and paint shop ventilation at the Främmestad production unit.

Better quality means better energy efficiency

A number of quality projects were carried out in 2011 that also have a positive effect on energy efficiency. For example, the yield at the Högfors foundry was improved further to reach a five-year increase of 25%, from 51 % yield to 64%. Yield refers to the ratio between delivered castings and melted raw material. Casting planning, such as casting simulation and reducing the rejection rate, also have an impact on yield. Improvements in yield primarily have an effect on energy efficiency, but they also contribute to many other variables such as raw material consumption. The Wirsbo forge has focused on improving materials efficiency, which directly impacts energy consumption.

Recycled metal as the primary raw material

Componenta's environmental responsibility starts from the procurement of raw material and other materials. Componenta's purchasing policy includes criteria related to

Read more online.

quality, environmental factors and ethically sustainable operations. The majority of the raw materials used by the company are obtained for each foundry as locally as possible, allowing for quality requirements and availability.

Alumiiniharkon ja sulan alumiinin Ingots and liquid aluminium used in melting |%

More than two thirds of the raw material used at the iron foundries is recycled steel. Componenta is one of the largest recyclers in Finland.

Improved potential for using recycled galvanised steel

An increasingly large proportion of the recycled steel on the market is galvanised. To ensure that Componenta can continue to use competitively priced recycled steel as a key raw material for iron foundries in the future, the company has improved its capacity to use galvanised materials.

The Orhangazi foundry in Turkey has been using recycled galvanised steel as one of its main raw materials for several years. The experiences gained in Orhangazi have subsequently benefited the company in planning for greater use of recycled galvanised steel at other units.

The Pori foundry started trials to use recycled galvanised steel in December 2010. The use of recycled galvanised steel increased in 2011, which was made possible by investing in new and efficient filter equipment and a redesign of the smelting plant. Melting galvanised steel requires special consideration for both the on-site working environment and the wider natural environment. As zinc has a low vaporisation temperature, the melting process creates zinc vapour. The results of measurements of air emissions and workplace hygiene at the Pori foundry in 2011 have been good.

Reusing waste

Most of the waste generated by Componenta's production operations is sorted for reuse. Mainly, the waste generated at the foundries is used

Distribution of energy consumption Energy consumption by production plant

Machine shops 3% (3%) Forges 5% (6%)

Energy consumption in forges

Takomoiden energiankulutus | MWh/forged t

Valimoiden energiankulutus Energy consumption in foundries

MWh/valettu tonni | MWh/cast t

Energy consumption in

Konepajojen energiankulutus machines shops | MWh/machined t

Particle emissions in foundries

sand. Increasing the recycling rate is one of the key goals of the company's environmental policy. Waste is preferably reused locally, as close to the production facility as possible to limit transports.

Effective internal rotation of materials plays a key role in reducing the amount of waste generated. In particular, foundries recycle metal and moulding sand used to produce moulds. Effective production planning and moulding sand regeneration equipment also help reduce waste.

New uses for recycled sand

Suomivalimo foundry in Iisalmi was granted permission in spring 2011 to reuse its moulding sand at a nearby motocross track. This will begin in winter 2012, when the ground's bearing capacity is better. The quality and quantity of sand will be monitored in accordance with the environmental permit.

The Högfors foundry also carried out a comprehensive analysis of potential uses for recycled moulding sand in summer 2011. From December 2011 onwards, the sand will be reused by a different waste management company than before. Sand from Högfors is reused in landfill construction.

Reusing foundry dust at Orhangazi

The Orhangazi foundry in Turkey has actively analysed the potential uses of foundry dust since last year. The first shipments of dust for reuse were made in spring 2011. Dust collected from the moulding process was shipped to the local cement industry and dust from the sand regeneration plant for is used for concrete-related applications. The shipments of dust for reuse is temporarily stopped in September due to a change in waste analysis methods, which require new waste tests to be carried out on the dust.

COMPONENTA Annual report 2011

Environmental balance sheet

2011 2010 2009 2008 2007
Production tons, t
Iron foundries 221,690 179,240 104,735 282,970 299,357
Aluminium foundries 22,724 18,479 12,506 14,529 19,132
Machine shops 47,734 34,707 16,787 48,795 50,020
Forges 20,364 15,879 7,137 21,734 22,629
Main raw-materials, t
Metal scrap (foundries) 166,850 125,321 71,312 196,641 176,225
Pig iron (foundries) 69,420 52,373 37,365 88,994 97,136
Aluminium (Turkey) 31,536 27,910 19,341 23,390 27,633
Steel blanks (forges) 24,454 19,436 7,943 27,613 29,007
Sand (foundries) 79,729 58,388 41,198 87,481 83,606
Cutting fluids (machineshops and forges) 165 111 80 173 252
Energy consumption, MWh
Electricity 498,517 413,636 272,600 543,563 555,828
District heat 27,770 32,522 23,286 28,058 35,169
Coke 66,032 52,635 35,709 89,054 86,536
Natural gas 125,810 105,860 74,769 104,080 105,957
Oil 14,230 11,985 7,641 14,138 14,922
Liquid gas 14,353 12,618 8,064 15,760 16,025
Water consumption, m3 538,669 501,598 315,802 469,694 458,024
Emission into air, t
Particle emissions 58 56 42 66 84
VOC emissions 1,006 773 442 787 867
Waste
Wastewater, m3 396,026 369,401 229,913 294,374 304,151
Waste dust, sludge etc., t 36,289 22,423 19,388 56,861 61,590
Sand, slag etc., t 61,605 50,916 42,916 99,772 82,413
Unsorted waste, t 421 348 389 831 667
Hazardous waste, t 2,647 3,111 598 2,834 2,892
Metal scrap, t 25,139 21,917 13,308 24,492 25,798
Waste wood, t 1,471 849 808 1,252 1,118
Waste paper, cardboard etc., t 277 198 193 404 364
Other sorted waste, t 1,075 921 450 15,011 1,179
Environmental costs, MEUR 3.8 3.2 2.6 6.0 5.5
% of net sales
0.7 0.7 0.9 0.9 0.9

The Orhangazi plant has also purchased pelleting equipment, which will allow the plant to ship dust in pellet form to the municipal landfill.

Reusing zinc dust

Dust with a high concentration of zinc has been collected at the Pori foundry since December 2010. In 2011, the company actively analysed possibilities for reuse for this dust by contacting several businesses in the metal industry.

For the time being, the composition of the dust, i.e. the level of zinc is too low, and the small amount of dust is posing obstacles to broader reuse of the zinc containing dust. Componenta

is looking into ways to adjust the process and increase the level of zinc in the dust. Negotiations with selected businesses on reusing zinc dust are continuing.

The Orhangazi foundry has been selling its zinc containing dust to be reused for several years. The dust is used as a raw material in the production of zinc products.

Case: Using recycled galvanised steel

1. The Orhangazi foundry uses only baled galvanised steel from the local car industry's production processes as one of its primary raw materials. The recycled steel used at the foundry is carefully selected. In 2011, the foundry used more than twice as much recycled steel as pig iron.

2. Recycled galvanised steel, pig iron and the unit's own recycled scraps are transported to the melting furnace in a charging car. The use of a charging car is crucial when using galvanised materials, as it allows the zinc vapour to be directed from the furnace covers to the filter in a controlled manner during the charging process.

3. Effective filter equipment draws the zinc vapour created during melting from the furnace covers. The zinc dust from the filtering equipment is collected in big bags. The dust is sold for reuse to companies producing zinc products.

SOCIAL RESPONSIBILITY IS AN INTEGRAL PART OF BUSINESS

At Componenta, human resources management is an integral part of business and its development. It is one of the central management processes that aim to implement the company strategy via people. Componenta's values of openness, honesty and respect, HR strategy and policy and the Group's management principles provide a foundation for the methodical management of personnel resources.

Securing future resources

Componenta secures its position as a long-term reliable employer and as a value-producing and competitive partner for its stakeholders via its strategy- and resource-based management. The personnel strategy strongly emphasises longterm planning and development of resources and questions concerning increasing the commitment of the personnel.

In 2011, the focus areas of personnel management were especially on the development of design resources and the skills of the employees at the start of their career, via job circulation and recruitment and strategic personnel planning.

Challenger commits young talents

The first Challenger training programme, which started in August, brings together 22 young Componenta talents from Turkey, Finland, the Netherlands, and Sweden. The one-year training programme aims to develop the participants' personal skills and abilities, which also indirectly improves organizational competence.

Challenger gives the participants opportunities to increase their skills and understanding of management in general, receiving support in personal development as well as sharing their expertise and best practices with their peers.

In addition to the introduction period the training programme comprises four periods

with themes that are closely connected to Componenta's leadership competences: Be a forerunner for the future (strategy), Make it happen (finances), Ready for change (quality of operations), and Let's do it together (leadership). Onsite training periods of two days take place in each of Componenta's countries of operation in turn.

Another international training programme completed

An international two-year training programme which began in 2010 was completed in the autumn of 2011. University students from Turkey, Finland, the Netherlands, and Sweden participated in the training programme. At the end of the programme, about 20 young talents were employed by Componenta; they were given permanent or fixed-term contracts in the areas of sales, financial management, product development, and production.

The training programme offers third- and fourth-year university students studying technology or business the opportunity to perform their practical training during the summer in their home country, practical training or parttime work during the winter, and to work abroad the following summer. Also, the diploma work of the studies is done within Componenta, either in the trainee's home country or other Componenta country of operation. Componenta's first international training programme was launched in 2008 and as a result, 25 young talents with

academic degrees were employed in the various functions of the Group.

The training programme has become very popular among students in the fields of business and technology. In 2010, hundreds of students applied for a place on the programme. The participants have praised the programme for its internationality, professional arrangements, the excellent support provided by the mentors, and for the interesting tasks and responsibilities. The trainees were especially pleased with the equal treatment in work groups, being given responsibility, and empowering.

Cooperation with educational institutes

Componenta's objective is to secure the company's visibility in the most important labour markets by making the company – and at the same time of the whole industry – well known. Componenta works in active cooperation with various educational institutes in all its countries of operation and attends their recruitment events. In addition, Componenta supports selected student organizations and arranges company visits and lectures in the educational institutes.

In 2011, Componenta started cooperation with selected university professors in the fields of metallurgy and technology. The purpose of the cooperation programme is to offer an operational model for target-oriented cooperation between professors, students and Componenta starting from 2012.

Resource planning and management

Componenta's resource planning and recruitment of personnel are guided by business development and the development of the critical expertise defined in the personnel strategy. The current state of resources and expertise and needs are charted and the necessary actions are agreed on

Key figures

2011 2010 2009 2008 2007
Average number of own and leased personnel 4,717 4,155 3,797 5,207 5,174
Number of own and leased personnel on duty, FTE 4,003 3,224 2,424 4,374 n/a
Change during the year, % 14 9 -27 1 -1
Absenteeism due to sickness and accidents, % *) 3.9 3.8 4.5 4.5 4.4
Recruitments 746 654 335 542 593
Turnover, % 17 10 26 13 8
Type of employment, %
Permanent 73 81 93 93 81
Temporary 16 9 5 3 3
Leased 10 9 2 4 18

*) Includes all days of absence from first to last.

Personnel by function

Employment years

Case: : Challenger challenges to develop

1. By encouraging the participants to put the skills and knowledge they gain from the training programme to use in their own work and in their teams, the training programme will benefit not only the participants but the entire work community. Each participant is also assigned a personal mentor and given a personal development plan.

  • 2. Componenta's top management, including CEO Heikki Lehtonen, shares his experiences with young Componenta employees during the training programme.
  • 3. According to Rob Rebergen, Quality Manager at the Weert foundry in the Netherlands, it is beneficial to become acquainted with and learn how to work with colleagues from different cultures, since it helps us to reach our objectives and strengthens our common company culture, One Componenta.

in annual discussions. In 2011, the focus was on charting future planning expertise and on work management and resource planning training.

Aiming to strengthen design expertise

One of Componenta's strategic goals is to increase cooperation with the customer as early as the component planning stage and thus implement the best possible product in terms of quality, delivery certainty and cost efficiency. This requires constant development of the skills of the current experts, but also new resources.

In spring 2011, we charted the current design expertise and future needs. The goal is to secure the expedient positioning of the right resources, both in terms of time and cost efficiency. The central measures were defined for strengthening planning expertise and for increasing the commitment of the existing personnel. These measures were: strengthening the employer image, initiation and development of design experts, creating and defining career paths, and committing.

The measures – based on the interviews of about 50 Componenta experts and resource plans prepared on the basis of the strategy – are connected to acquiring new experts and to increasing the commitment of the existing designers and supporting their learning on-thejob and career progression.

Securing work management resources and expertise

Motivated and committed supervisors implement the strategy by making it part of the operations and part of the employees' everyday work. Supervisors are one of Componenta's key personnel groups, since supervision work plays a significant role in discussing the occupational well-being and commitment of employees.

The charting of the current state of the work management resources carried out in 2011 indicated that employee turnover in work management in Componenta is very low and supervisors are committed to their work.

In Componenta, investing in work management is considered important, since supervisors are in very high demand in labour markets. No one can become a supervisor by getting a degree in an educational institute, for example, but the professional skills must be acquired by learning on the job. In addition, a large number of current supervisors are nearing their retirement and new resources are needed.

Supervisors' ability to bear responsibility and implement changes is emphasised as the customers' requirements are growing in the constantly changing operational environment. Componenta invests in the expertise of the supervisors by offering training and creating common practices and processes. In 2011, for example, the practices concerning development discussions and tools used in resolving possible problem situations were harmonised.

As the job description of a supervisor has become more demanding due to the growing requirements, taking a work management degree has been seen as laying down a good foundation for succeeding in one's work. In Finland, all Componenta's new supervisors are taking the specialist qualification in technology alongside

Polytechnic or college degree 5% (4%)

their work. The studying opportunity is offered to current supervisors as well. In autumn 2011, all supervisors in the Group's units in Finland participated in the Changing role of work management (Työnjohdon muuttuva rooli) event that aimed to ensure that the supervisors have the sufficient information and skills for facing new challenges.

The department work management meetings are important tools in developing work management skills and in learning on the job. The ability to understand Componenta's strategy and business model improves the efficiency of work management and has a direct effect on productivity, occupational well-being of the employees, occupational safety and the fluency of production.

Continuous development of the organization

The challenges and competition in the operational environment require constant development of the organization. Measures taken to implement our strategic goal – to be the preferred casting solutions provider – were continued in 2011. The focus was on improving our efficiency by changing our organization structures and by centralising our operations – especially machine shops – in larger and most expedient units in order to secure our competitiveness.

Orhangazi's competitiveness improves via the Boost up project

In August 2011, an organization reform was implemented in the Orhangazi foundry in Turkey, where the production of the foundry employing about 1,670 people was divided into three lines of business in order to make management more efficient.

In addition, in autumn 2011, the Boost up project was launched with the goal of improving the productivity of the foundry, the internal processes and the working methods.

The project was started by performing an analysis for charting the current state of the organization regarding productivity, management, and processes. The analysis indicated that the most central development targets concerned work processes and efficiency of operations. The concrete measures for increasing the profitability of the foundry will be implemented during spring 2012.

SERVE – centralised services standardise operations

.

The Serve project to consolidate payroll administration, financial management and sales support functions into a single service centre proceeded in 2011 as planned.

In 2011, 12 employees in total were recruited in the service centre; four employees from inside the organization and eight new employees. The functioning and implementation of the new operational model was secured by organizing training courses during the year, both in payroll administration and financial management. The new service centre is in full operation at the start of the year 2012.

On the basis of the experience gained in Finland, the operational models concerning financial management, payroll administration and sales support will be utilised as far as possible in Componenta's other countries of operation.

Centralising machine shop operations in larger units

In 2011, Componenta concentrated on centralising its machine shop operations in larger units and consequently, the operations of the Pietarsaari machine shop were transferred to Främmestad in Sweden. Componenta's Nisamo machine shop in Lempäälä was sold at the end of the year to Tampereen Konepajat Oy, which will continue machining operations at the existing facility and serve as a machining subcontractor for Componenta.

The cooperation negotiations arranged in connection with the restructuring of the machine shop operations were held in a constructive spirit. In Pietarsaari, some of the machine shop employees were offered job opportunities in the foundry. In addition to the standard change security, the employees were supported by means of a bonus programme. The cooperation negotiations which started in Nisamo in October were terminated along with the sales agreement and the employees were transferred as existing employees to work for the new owner.

Read more online.

Our operations create added value for our stakeholders

As our operations have an extensive impact on our stakeholders, collaboration and dialogue with the stakeholders is part of Componenta's sustainable business. Our stakeholders are important to us. Their feedback helps us to develop our operations and services.

Componenta's main groups of stakeholders include customers, personnel, owners, investors, financial institutions, suppliers and subcontractors as well as society, authorities and neighbourhood.

Our collaboration with the customers is based on trust. We are constantly developing our own expertise and operation to ensure the best service for customers at all stages of supply chain. According to the feedback from our customers in 2011, our engineering skills and the ease of contact with our personnel and their expertise are appreciated. Customer satisfaction was also improved as regards quality and delivery certainty.

Componenta's personnel included 4,700 persons at the end of 2011, including leased personnel. Our competent and committed personnel ensure the fluency of everyday business and the long-term development of the company, as well as the achievement of our strategic goals.

In 2011, Componenta purchased raw materials worth EUR 229 (165) million. Issues concerning the environment and safety, social responsibility and ethical principles are addressed in purchases. We do not pay bribes or make any other

unlawful payments. There were no cases of corruption in the Group in 2011. We require the main raw material suppliers to comply with ISO 14001 standards.

Componenta participates in many collaboration bodies and projects within its field in its countries of operation. We are also constantly participating in different developing projects together with other companies, universities and research institutes.

Sponsorships and subsidies

Componenta's units in Turkey, Finland, the Netherlands and Sweden have sponsored local sports associations, schools and universities and non-profit organizations. In 2011, Componenta's sponsorships and donations to support sports and culture, non-profit organizations and research were EUR 287,000.

Componenta Group received EUR 297,000 in subsidies from the public sector in 2011. The subsidies were aimed among other things to ensure personnel well-being and training as well as research and product development projects.

Added value to stakeholders
MEUR 2011 2010 2009 2008 2007
Creation of value added
Customers (net sales) 576.4 451.6 299.6 681.4 634.7
Suppliers (purchases and external services) -281.9 -202.9 -113.5 -324.1 -305.0
Produced added value 294.5 248.7 186.1 357.3 329.7
Distribution of value added
For personnel (salaries and pensions) -117.5 -106.9 -86.1 -132.2 -132.0
For society (income taxes and social security costs) -13.2 -10.2 -1.3 -18.7 -15.8
For financial institutions (financial expenses) -38.9 -40.0 -32.2 -45.1 -31.4
For investors (dividends) 0.0 0.0 0.0 -3.3 -5.5
Value added distributed to stakeholders -169.6 -157.1 -119.6 -199.3 -184.7
Retained for developing the company operations 124.8 91.6 66.5 158.0 145.0

Corporate Governance

T he parent company of Componenta Group is Componenta Corporation, a public company whose share is listed on the NASDAQ OMX Helsinki. Administration and management of Componenta Corporation (Componenta or the Company) are based on Finnish legislation, the Company's Articles of Association and the guidelines and rules of the NASDAQ OMX Helsinki and the Finnish Financial Supervisory Authority. Componenta complies with the Corporate Governance Code for Finnish listed companies, which is available on the internet at www.cgfinland.fi.

Deviating from recommendations of the Code given by the Finnish Securities Association, Componenta has no committees of the Board of Directors. Taking into account the composition of the Board and the nature and size of Componenta's operations, the Board of Directors has considered it unnecessary to establish specific committees to prepare matters that are the responsibility of the Board.

The separate Corporate Governance Statement reviewed by Componenta's Board of Directors at its meeting on 23 January 2012, and referred to in the Corporate Governance Code, is available at www.componenta.com, Investors.

Governing bodies of Componenta

Supreme authority at Componenta is exercised by the shareholders at the General Meeting of Shareholders.

The company is managed by the Board of Directors and the President and CEO. Other management assists and supports the President and CEO in carrying out his duties.

*) Componenta Group's financial administration conducts an internal audit of Group companies in accordance with the annual plan together with the external auditors.

General Meeting

Componenta's supreme decision-making body is the General Meeting. The Annual General Meeting of Componenta must be held within six months of the end of the financial period.

The General Meeting decides on matters that come under its authority as defined in the Finnish Limited Liability Companies

Act and the company's Articles of Association, including approval of the financial statements, deciding on the use of the profit shown in the balance sheet, and election of the Board members and the auditor.

Every Componenta shareholder is entitled to attend the General Meeting. One share carries one vote at a General Meeting.

A shareholder is entitled to have a matter that according to the Limited Liability Companies Act falls within the competence of the General Meeting included in the agenda of the meeting, if he/she requests the Board in writing in sufficient time for the matter to be included in the notice convening a General Meeting.

In 2011

The Annual General Meeting of Componenta was held on 28 February 2011 in Helsinki. At the Annual General Meeting 46% of the Company's shares were represented. All members of the Componenta's Board of Directors and President and CEO were present.

Read more online.

Board of Directors

The Annual General Meeting elects each year Componenta's Board of Directors, which according to the Company's Articles of Association has 3 – 7 members. The term of office of the Board continues until the close of the following Annual General Meeting. The Board elects from its members a Chairman and Vice Chairman.

The majority of the Board members must be independent of the Company. In addition, at least two of the members belonging to this majority must be independent of major shareholders in the Company. Independence is evaluated in accordance with Recommendation 15 of the Corporate Governance Code for Finnish listed companies.

The Annual General Meeting decides on the remuneration of the Board of Directors.

The Board of Directors draws up written Rules of Procedure for itself. The main tasks and duties of the Board of Directors are to:

  • · oversee the management and business operations of Componenta and make major decisions relating to the strategy, capital expenditure, organization, corporate restructuring and financing.
  • · appoint the President and CEO and the members of the Group's Corporate Executive Team, and approve the organizational structure and the principles for incentive schemes.
  • · ensure that the Company's accounting, supervision of financial management and risk management have been arranged appropriately.
  • · approve the key operating principles and values, and confirm the annual business plans and budgets.
  • · make proposals to the General Meetings and convene the meetings.

The Board meets when it is convened by the Chairman or, in his absence, by the Vice Chairman. The Board forms a quorum when more than half of the members are present, and one of

them must be the Chairman or Vice Chairman. Componenta's CFO serves as secretary to the Board meetings.

The Board of Directors evaluates its own performance annually under the leadership of the Chairman. The Board also reviews the corporate governance annually and amends it when required.

In 2011

The Annual General Meeting held on 28 February 2011 elected six members to Componenta's Board of Directors: Heikki Bergholm, Pii Kotilainen, Heikki Lehtonen, Juhani Mäkinen, Marjo Miettinen and Matti Tikkakoski. The Board elected Heikki Bergholm as its Chairman and Juhani Mäkinen as Vice Chairman.

Heikki Bergholm, Pii Kotilainen, Juhani Mäkinen, Marjo Miettinen and Matti Tikkakoski are independent of the Company and of the shareholders. Heikki Lehtonen is President and CEO of Componenta Corporation. He is also a major shareholder in the Company through companies that he controls

Information related to the Board members and their holdings is given on Componenta's website at www.componenta.com and on pages 36 - 37 in this report.

The Board of Directors met 13 times during the year, and the average attendance rate at Board meetings was 100%. The Board of Directors evaluated its own performance under the leadership of the Chairman in December 2011. The Componenta Corporate Governance was updated in the meeting on 28 March 2011.

President and CEO

Heikki Lehtonen is President and CEO of Componenta.

The Board of Directors appoints the President and CEO and decides on the President's remuneration and other benefits.

The President and CEO is responsible for managing and developing Componenta's business in accordance with the Finnish Limited Liability Companies Act and the instructions given by the Board of Directors.

The President and CEO prepares and presents matters for consideration at Board meetings and implements the decisions of the Board of Directors. He reports to the Board of Directors on matters including the Company's financial situation, its business environment and other major matters.

The President and CEO is Chairman of Componenta's Corporate Executive Team and Extended Corporate Executive Team.

Corporate Executive Team

Componenta's Corporate Executive Team assists the President and CEO in managing and developing Componenta. The Board of Directors decides on the appointment of members of the Corporate Executive Team and on the terms of their employment, based on the proposal of the President and CEO. In accordance with the "one over one" principle in use at the Group, the Chairman of the Board of Directors approves these decisions.

The members of Componenta's Corporate Executive Team are those in charge of the Group's major functions and directors in charge of the Group's operations who:

  • · with their work promote the achievement of the Group's long-term business goals, the creation of added value, and the development of business operations
  • · ensure the efficiency of operations throughout the Group
  • · develop management standards
  • · promote common business models and principles

In 2011

Componenta's Corporate Executive Team had nine members. The Team met monthly. The President and CEO was Chairman and the Communications Director was secretary.

Information about the members of the Corporate Executive Team and their holdings in the Company is given on Componenta's website at www.componenta.com and on pages 38 - 39 in this report.

During the year the Corporate Executive Team focused on achieving the Group's strategic targets and implementing measures with a major impact on profitability and competitiveness affecting production, sales, planning and logistics.

Extended Corporate Executive Team

The Extended Corporate Executive Team is responsible for the development and deployment of the corporate strategy.

The members of the Corporate Executive Team are the members of the Corporate Executive Team and the Vice Presidents, Development of Operations; the Senior Vice Presidents, Sales; the Vice President, Engineering and the Communications Director. More details of the members are given at www.componenta.com and on page 39 of this report.

In 2011

The Extended Corporate Executive Team focused on preparing business strategies for the Group's operational units and planning and implementing measures in line with the Group strategy.

Remuneration

Componenta's Board of Directors decides on the President and CEO's remuneration and other benefits. The Board of Directors decides on the terms of employment of the members of the Corporate Executive Team, based on the proposal of the President and CEO.

The Annual General Meeting decides on the remuneration of the Board of Directors. Board members do not participate in Componenta's share-based incentive scheme or pension schemes. In 2011 the Annual General Meeting decided that the fee for the Chairman of the Board of Directors would be EUR 50,000 and for the other Board members EUR 25,000 a year. Travel expenses are paid in accordance with the Company's travel regulations.

Incentive schemes

Each year the Board of Directors reviews the overall bonus to ensure it is competitive and on market terms, the instruments to be used and their weighting, and the targets in the incentive schemes for different target groups.

Short-term incentive scheme

Short-term remuneration (one calendar year) is based on meeting measurable personal and business targets set for the year.

Long-term sharebased incentive scheme

The Board of Directors decides on long-term sharebased incentive schemes as part of total remuneration and manages the implementation of the schemes.

A long-term sharebased bonus and incentive scheme has been approved and implemented for the years 2010 - 2012. The aim of the plan is to unite the objectives of shareholders and key personnel, in order to increase the value of the company, commit key personnel to the company, and offer them a competitive reward scheme based on ownership of company shares. The scheme contains three periods, each of them comprising a oneyear earning period and a two-year restriction period.

The Board of Directors decides on the earning criteria and on the targets to be set for them for each earning period. The size of the bonus earned in the earning period is determined at the end of the earning period by the extent to which the targets set for the earning criteria have been achieved.

Any bonuses will be paid in 2011, 2012 and 2013, partly in company shares and partly in cash. The portion paid in cash covers taxes and taxrelated costs arising from the bonus. If a bonus of shares is paid under the incentive scheme after the end of an earning period, in proportion to the extent to which the set targets have been achieved, the recipients may not convey, pledge or otherwise use the shares during the two-year restriction period.

Pension agreements

The President and CEO and the COO, acting as deputy for the President and CEO, have supplementary pension agreements. The agreement includes old age pension after reaching the age of retirement, paid up pension policy rights if the employment of the insured is terminated before reaching the age entitling to old age pension as stated in the insurance policy, disability insurance, and life insurance for the duration of the employment, of the paid up pension policy and of the pension. The retirement age of the President and CEO is 63 years.

The life insurance during the period of employment and of the paid up pension policy defined in the supplementary pension agreement equals the amount of the insurance savings.

In addition, the Finnish members of the Corporate Executive Team, excluding the President and CEO and his deputy, are entitled as part of the short-term incentive scheme, to have a maximum of 10% paid into a pension fund, depending on achieving the earning criteria.

Remuneration and benefits of President

The President and CEO's contract of employment may be terminated by the company by giving twelve months' notice and by the President and CEO by giving six months' notice. The President and CEO is not entitled to any separate compensation after giving notice or being given notice other than the salary and benefits agreed in the terms of notice and the additional pension in accordance with the principles of the paid up pension policy.

The President and CEO has been entitled to the Group's longterm sharebased incentive scheme. For the 2011 earning period in the 2010 – 2012 incentive scheme, the approved maximum amount of shares is 5,000 shares.

The President does not belong to the short-term incentive scheme.

Remuneration and benefits of other members of the Corporate Executive Team

The fixed cash salary of the members of the Corporate Executive Team includes compensation for any work on the boards of directors of Componenta Group companies and any associated companies.

The bonus, linked to financial and personal targets, that is paid under short-term incentive schemes may be a maximum of 50% of a person's annual earnings.

One element of the short-term bonus scheme for the Corporate Executive Team is that a maximum of 10% of the basic annual salary is paid into a pension fund, depending on the extent to which the company's financial targets have been achieved.

The potential bonus from the long-term share based incentive scheme for one earning period corresponds to some 30 - 50% of a person's annual earnings.

Members of the Corporate Executive Team and other key Group personnel are entitled to additional health care insurance in addition to the statutory occupational health care.

Members of the Corporate Executive Team are also entitled to a company car as part of their total remuneration.

In 2011

Bonuses and benefits of Board of Directors and other management, see www.componenta.com and Note 36 to the Financial Statements.

Risk management and monitoring

In its business operations Componenta complies with all current legislation and regulations and with generally accepted business practices. In addition, business activities are governed by Componenta's values and the Company's own operating principles, the Componenta Way to Operate.

Risk management

Risk management is part of the Company's monitoring system and it ensures that the risks to which the Company's business is exposed are identified, evaluated and monitored. It helps to forecast the threats to and opportunities for business operations and ensures the continuity of business.

The Board of Directors confirms the principles for risk management and the President and CEO supervises the implementation of the risk management program such that the principles and program focus on matters that are essential for local and operational activities.

The Corporate Executive Team participates in identifying and evaluating risks, in allocating responsibilities and in monitoring the risks.

The CFO is responsible in financial matters and the General Counsel in all other areas for supporting the operative businesses and the Group's other functions in risk management and developing risk management.

Management of business operations is responsible for identifying and managing risks in their own business areas as part of their operational activities.

Each employee is responsible for identifying and evaluating the risks that are related to their own work or are otherwise under their control and for reporting them to their supervisors.

The Group's treasury department manages financial risks and ensures for their part the availability of equity and debt finance to the Group on competitive terms. The Group's treasury department is also responsible for managing and hedging the cash position.

The most significant risks related to Componenta's business environment and business operations and financial risks are presented on the company's website.

In 2011

The Corporate Executive Team (CET) examined the annual entity risk management (ERM) process, which identifies and assesses risks and decides on appropriate corrective measures. The CET regularly monitors the main risks to business operations. In accordance with the risk management process, the management of the business operations also examines the risks to operational activities each year and reports the main findings to the CET.

Internal audit

Componenta Group's internal audit is conducted in accordance with the operating principles approved by the Board of Directors, which are based on the Group's internal reporting and the annual audit plan approved by the Board.

Componenta Group's financial management conducts the internal audit of Group companies together with the auditors in accordance with the annual plan.

Financial reporting that covers the whole Group regularly monitors how well financial targets are being met. The reports include actual figures, budgets and up-to-date estimates for the current year.

Insider management

componenta complies with the insider regulations of NASDAQ OMX Helsinki and with its own insider regulations, which can be accessed by all personnel.

Persons who have insider information, irrespective of how or where the information has been obtained, may also be insiders. Componenta requires all information that is related to the Company's business operations and is not public information, to be treated as confidential.

Componenta has made the Group's CFO responsible for the Company's insider matters and the Group's Communications Director responsible for maintaining the insider register.

Public insiders

According to the Finnish Securities Market Act, the Company's public insiders are the Board of Directors of the parent company, the President and CEO, and the auditors. The register of public insiders is maintained by Euroclear Finland Ltd and can be seen on the Company's website.

The holdings of Componenta's public insiders are given on the Company's website.

Permanent company-specific insiders

Permanent company-specific insiders include persons who regularly obtain insider information because of their position, responsibilities or duties. Componenta has defined the people working in the following positions as company insiders: the Group's Corporate Executive Team, Extended Corporate Executive Team, key personnel in the Group's finance, treasury, IT and communications departments, the controllers at the operative business segments and the secretaries of Group management.

The holdings in Componenta of company insiders are monitored regularly through the SIRE register of Euroclear Finland Ltd.

Insider registers for individual projects

Componenta maintains a projectspecific register within the company-specific insider register for projects that if implemented might have an impact on the price of Componenta's securities or derivatives. A project refers to a reorganization or some other distinct activity that is prepared in confidence and if implemented may have an impact on the value or price of Componenta's securities. The scope or nature of a project clearly distinguishes it from the Company's normal business operations.

Componenta's President and CEO decides on a case by case basis whether a reorganization or some other distinct activity is considered a project.

Closed window

Insiders may not trade in Componenta securities for 30 days before the publication of the financial statements bulletin and interim reports. The precise dates are published in the financial calendar on the Company's Internet site.

Audit

The Annual General Meeting appoints the auditor and decides on the remuneration of the auditor. The Company has one auditor that must be a firm of authorized public accountants approved by the Finnish Central Chamber of Commerce. In addition to the duties prescribed in current accounting regulations, the auditor reports to the Board of Directors of Componenta when necessary.

The responsible auditor may function as an auditor for a maximum of 7 years in succession.

In 2011

During the 1 January - 31 December 2011 financial period, Componenta's auditor was Authorized Public Accountants PricewaterhouseCoopers Oy. In accordance with the decision of the AGM on 28 February 2011, the fees paid to the auditor are based on invoicing. In 2011 the fees paid to the auditors of Componenta Group's companies, based on the work performed, totalled EUR 694,000 comprising audit fees of EUR 379,000 and fees for other services EUR 297,000.

Communications

information about Componenta and its operative business is published on the Groups website. All releases and reports published by Componenta can be found on the Group's website immediately after they have been published.

Board of Directors

Heikki Bergholm b. 1956, Finnish citizen M.Sc. (Eng.)

Board Member since 2002, Chairman since 2003

Primary working experience:

President and CEO at Suominen Corporation 2002 - 2006 Managerial positions at Lassila & Tikanoja Oyj 1985 - 2001, President 1998 - 2001 Managerial and expert positions at Industrialisation Fund of Finland 1980-1985

Positions of trust:

Chairman of the Board of Lakan Betoni Oy and Lassila & Tikanoja Oyj Member of the Board of Directors of Forchem Oy and MB Rahastot Oy

240,016 Componenta shares

Pii Kotilainen b. 1960, Finnish citizen M.Sc. (Econ.)

Board member since 2010

Primary working experience:

Executive Vice President, Human Resources at Outokumpu Oyj 2009 - Senior Vice President, Human Resources at Huhtamäki Oyj 2006 - 2008 Several HR related positions in Nokia Group 1984 - 2006

Heikki Lehtonen b. 1959, Finnish citizen M.Sc. (Eng.)

Board Member since 1987

Primary working experience:

President and CEO at Componenta Corporation 1993 - President and CEO at Santasalo-Gears Ltd 1987 - 1994 Managerial and expert positions at JOT-Companies Ltd 1980 - 1987

Positions of trust:

Vice Chairman of the Board of Directors at Pöyry Plc Member of the Board of Directors of Otava Ltd Member of the Supervisory Board of Finnish Business and Policy Forum EVA

5,318,840 Componenta shares

Marjo Miettinen b. 1957, Finnish citizen M.Sc. (Ed.)

Board Member since 2004

Primary working experience:

Chief Executive Officer at EM Group Oy 2006 -

Managerial and expert positions 1989 - 2001 and Chairman of the Board of Directors at Ensto Oy 2002 - 2006

Positions of trust:

Chairman of the Board of Efla Oy and Teleste Oyj Member of the Board of Directors of EM Group Oy, Ensto Oy, Technology Industries of Finland and TUT foundation

Juhani Mäkinen b. 1956, Finnish citizen Counsellor of Law

Board Member since 2000, Vice Chairman since 2002

Primary working experience:

Chairman of the Board of Directors at Aval Oy 2011 - Chairman of the Board of Directors at Hannes Snellman Attorneys at Law 2001 - 2010 Partner, Hannes Snellman Attorneys at Law 1985 - 2010

Positions of trust:

Chairman of the Board of Directors at Oy Forcit Ab Vice Chairman of the Board at Lemminkäinen Oyj Member of the Board of Directors at Oy Karl Fazer Ab and Viking Malt Ltd.

56,666 Componenta shares

Matti Tikkakoski b. 1953, Finnish citizen B.Sc. (Econ.)

Board Member since 2003

Primary working experience:

President and CEO at Atria Plc 2006 - 2011 Deputy CEO at Å&R Carton AB 2004 - 2005 Various management positions at Huhtamäki Plc 1980 - 2003

Positions of trust:

Chairman of the Board of Directors at Altia Plc.

11,500 Componenta shares

Corporate Executive Team

Heikki Lehtonen b. 1959, Finnish citizen M.Sc. (Eng) President and CEO 1993 -

Primary working experience: President and CEO at Santasalo-Gears Ltd 1987 - 1994 Managerial and expert positions at JOT-Companies Ltd 1980 – 1987

5,318,840 Componenta shares

Hakan Göral b. 1967, Turkish citizen M.Sc. (Eng.) Senior Vice President, Operations, Turkey 2007 -

Primary working experience:

Sales and Product Development Director at Döktas A.S. 2004 - 2007 Deputy General Manager at Mako Elektrik A.S. 2001 – 2004 Managerial and expert positions at Koc Group 1990 - 2001

3,000 Componenta shares

Mika Hassinen b. 1969, Finnish citizen M.Sc. (Econ.), M.Sc. (For.) CFO 2008 -

Primary working experience:

Senior Vice President, Finance & IT, Corporate Market Services at Stora Enso Oyj 2005 - 2007 Managerial and expert positions at Stora Enso Oyj, Deutsche Bank AG Ltd and McKinsey & Co 1996 – 2005

5,850 Componenta shares

Yrjö Julin b. 1957, Finnish citizen Lic. Sc. (Tech.) COO 2010 -

Primary working experience:

Group President and CEO at Aker Yards ASA 2007 - 2008 Managerial positions at Aker Yards and Aker Finnyards 2002 - 2008 Managerial positions at Componenta Corporation 1986 - 2002, latest Vice President

54,500 Componenta shares

Olli Karhunen b. 1959, Finnish citizen M.Sc. (Eng.) Senior Vice President, Operations Finland 2010 -

Primary working experience:

Senior Vice President, Componenta, Foundries Division 2006 - 2010 Managerial positions at Componenta Corporation and its divisions and business units 1990 – 2006 Expert and other positions at Kuusakoski Oy and Technical Research Center 1984 – 1990

Anu Mankki b. 1963, Finnish citizen M.Sc. (Phil.) Senior Vice President, Human Resources 2005 -

Primary working experience:

Vice President, Human resources development at Metso Corporation 2003 - 2005 Managerial and expert positions relating HR in Finland and abroad at Metso Corporation, Metso Paper and Valmet Paper Machines 1988 – 2003

2,200 Componenta shares

14,515 Componenta shares

39 Corporate Executive Team

Pauliina Rannikko b. 1970, Finnish citizen LL.M., M.Sc. (Econ.) General Counsel and Senior Vice President, Legal and Risk management 2010 - Primary working experience: Group General Counsel,

Onninen Oy 2007 - 2010 Managerial and expert positions at Finnair Oyj and Roschier, Attorneys Ltd 1997 - 2007

Michael Sjöberg b. 1964, Swedish citizen M.Sc. (Eng.), eMBA Senior Vice President, Operations Sweden 2010 -

Primary working experience:

Senior Vice President, Componenta Machine shops division 2004 - 2010 Plant Manager and Operations Director at Tour&Andersson AB 2001 - 2004 Managerial and expert positions at Wirsbo Bruks AB (Uponor Wirsbo AB) 1990 - 2001

6,850 Componenta shares

Patrick Steensels b. 1964, Belgium citizen MBO Senior Vice President, Operations Holland 2010 – Primary working experience: Business Unit Manager/Director at Componenta B.V. 2005 - 2010 Several positions in management, engineering and quality assurance at De Globe Foundries 1986 - 2004 Joiner for Mecam N.V. (Belgium) 1982 – 1986

6,020 Componenta shares

Extended Corporate Executive Team

In addition to the Corporate Executive Team members, the below mentioned persons are members of the Componenta Extended Corporate Executive Team.

Pirjo Aarniovuori

Communications Director

Juha Alhonoja

Vice President, Machining technology development

Bert Duit Vice President, Quality and environment

Lauri Eklin

Vice President, Sales and product development, Wind power and Nordic Ömer Lütfi Erten Vice President, Internal sourcing

Karri Koskela Vice President; Supply chain management

Antti Lehto Vice President, Sales and product development, Off-road and Central Europe

Jari Leino Vice President, Sales and product development, Heavy trucks

Tapio Rantala Vice President, Foundry technology development

Hein Strijbos Vice President, Engineering

Ville Taipale Vice President, Sourcing

Key economic figures

Consolidated income statement 1.1.-31.12.

MEUR 2011 2010
Net sales 576.4 451.6
Other operating income 2.3 0.6
Operating expenses -536.3 -422.8
Depreciation, amortization and write-down of non-current assets -20.2 -16.0
Share of the associated companies' result 0.2 0.2
Operating profit 22.5 13.5
Financial income 13.0 16.5
Financial expense -38.9 -40.0
Financial income and expenses in total -25.9 -23.5
Profit/loss after financial items -3.4 -10.0
Income taxes 0.3 2.5
Profit/loss for the financial period -3.1 -7.5
Allocation of net profit for the period
To equity holders of the parent -4.3 -7.9
To non-controlling interest 1.2 0.4
-3.1 -7.5
Earnings per share calculated on the profit attributable to the shareholders of the parent company
Earnings per share, EUR -0.25 -0.45
Earnings per share with dilution, EUR -0.25 -0.45

Consolidated statement of financial position 31.12.

MEUR 2011 2010
Assets
Non-current assets
Intangible assets 6.7 6.7
Goodwill 28.0 33.1
Investment properties 11.6 1.8
Tangible assets 212.4 245.3
Shares in associated companies 1.3 1.3
Receivables 4.5 6.0
Financial assets 0.7 0.5
Deferred tax assets 26.4 20.9
291.6 315.6
Current assets
Inventories 58.4 52.2
Receivables 35.2 41.7
Tax receivables 0.0 0.0
Assets held for sale 9.9 -
Cash and cash equivalents 41.6 11.0
145.2 104.8
Total assets 436.8 420.4
MEUR 2011 2010
Liabilities and shareholders' equity
Shareholders' equity
Share capital 21.9 21.9
Share premium reserve 11.9 41.5
Equity attributable to equity holders of the parent company 33.8 63.4
Non-controlling interest 7.3 7.3
Shareholders' equity 41.1 70.7
Liabilities
Non-current liabilities
Capital loans 31.4 35.3
Other interest-bearing 79.8 185.1
Provisions 7.6 8.5
Deferred taxes 8.3 9.6
Current liabilities
Capital loans 4.1 5.1
Other interest bearing 169.3 15.3
Other non-interest bearing 92.9 89.5
Tax liability 0.2 0.1
Provisions 2.2 1.2
395.7 349.7
Total liabilities and shareholders' equity 436.8 420.4

41 Key economic figures COMPONENTA Annual report 2011

Cash flow statement 1.1.-31.12.

MEUR 2011 2010
Cash flow from operations
Result after financial items -3.4 -10.0
Depreciation, amortization and write-down 20.2 16.0
Net financial income and expenses 25.9 23.5
Other income and expenses, adjustments to cash flow -0.4 1.7
Change in net working capital
Inventory -11.4 -9.3
Current non-interest bearing receivables 0.4 -10.0
Current non-interest bearing liabilities 1.2 31.3
Other working capital items -0.2 1.6
Interest received 0.5 0.6
Interest paid -26.4 -22.1
Other financial income and expenses 1.1 0.8
Dividends received 0.0 0.0
Taxes paid -3.9 0.9
Net cash flow from operations 3.6 25.2
Cash flow from investing activities
Capital expenditure in tangible assets -13.9 -7.7
Capital expenditure in intangible assets -2.2 -2.3
Proceeds from tangible and intangible assets 1.4 0.0
Other investments and loans granted -0.2 -0.4
Proceeds from other investments and repayments of loan receivables 2.1 0.1
Net cash flow from investing activities -12.7 -10.4
Cash flow from financing activities
Repayment of finance lease liabilities -3.2 -2.4
Draw-down (+)/ repayment (-) of current loans -3.4 -36.3
Draw-down of non-current loans 90.4 54.3
Repayment of non-current loans and other changes -42.6 -27.2
Net cash flow from financing activities 41.0 -11.7
Change in liquid assets 31.9 3.1
Cash and bank accounts at the beginning of the period 11.0 7.6
Effects of exchange rate changes on cash -1.2 0.3
Cash and bank accounts at period end 41.6 11.0

COMPONENTA Annual report 2011

Group development 2007 - 2011

MEUR 2011 2010 2009 2008 2007
Net sales 576.4 451.6 299.6 681.4 634.7
Operating profit 22.5 13.5 -15.4 47.3 42.7
Financial income and expenses -25.9 -23.5 -21.8 -28.7 -20.0
Profit/loss after financial items -3.4 -10.0 -37.2 18.6 22.7
Profit for the financial period -3.1 -7.5 -28.7 13.9 21.6
Order book at period end 99.5*) 94.6**) 58.8***) 73.6 129.0
Change in net sales, % 27.6 50.7 -56.0 7.4 75.3
Share of export and foreign activities in net sales, % 90.0 88.1 82.7 87.6 89.1

*) Order book on 12 January 2012

**) Order book on 10 January 2011 ***) Order book on 15 January 2010

Group development 2007 - 2011 excluding one-time items

MEUR 2011 2010 2009 2008 2007
Net sales 576.4 451.6 299.6 681.4 634.7
Operating profit 29.8 13.6 -15.4 47.9 34.9
Financial income and expenses -25.9 -23.5 -21.8 -28.7 -20.0
Profit/loss after financial items 3.9 -9.9 -37.2 19.2 14.9
31.12.2011 31.12.2010 31.12.2009 31.12.2008 31.12.2007
Statement of financial position total, MEUR 437 420 388 448 497
Net interest bearing debt, MEUR 243 230 242 262 243
Invested capital, MEUR 326 311 317 339 371
Return on investment, % 7.8 5.0 -4.1 13.6 11.9
Return on equity, % -5.8 -10.3 -45.1 14.8 23.0
Equity ratio, % 9.4 16.8 17.5 15.9 20.3
Net gearing, % , preferred capital note as debt 591.4 325.0 356.4 369.1 241.3
Investments in non-current assets, MEUR 21.8 8.5 17.9 46.0 64.5
Number of personnel at period end, excluding leased personnel 4,240 4,016 3,614 4,294 4,314
Average number of personnel, excluding leased personnel 4,234 3,853 3,684 4,395 4,206

GRI Content Index

Disclosed
Disclosed
Liitteet GRI Standard Disclosure Items partially Location in the Annual Report Comments
Standard Disclosure
1. Strategy and Analysis
1.1 CEO Statement President's review, p. 6 - 7
1.2 Description of key impacts, risks,
and opportunities
Responsibility, p. 16 - 17
2. Organizational Profile
2.1 - 2.10 Organizational Profile Componenta in brief, p. 2 - 3
Our business operations, p. 10 - 15
Responsibility, p. 16 - 17
3. Report Parameters
3.1 - 3.11;
3.13
Report Profile and Reporting Principles Responsibility, p. 16 - 17
Reporting principles, p. 46
3.12 GRI Content Index GRI index, p. 43 - 45
4. Governance, Commitments & Engagement
Governance
4.1 - 4.10 Governance Corporate Governance, p. 32 - 35
Our way of operating, p. 5
Corporate Governance
Corporate Governance Statement 2011;
www.componenta.com/investors/componenta_ir/
Commitments to External Initiatives
4.11 Precautionary approach Risk management and monitoring,
p. 34 - 35
4.12 External charters Environmental impacts, p. 20 - 21 Componenta is committed to national targets for reducing
energy consumption in Finland and the Netherlands.
4.13 Memberships in associations Added value for our stakeholders, p.31 www.componenta.com/sustainability/
Stakeholder Engagement
4.14 - 4.17 Stakeholder Engagement Added value for our stakeholders, p. 31
Cooperation with educational institutes,
p. 27
www.componenta.com/sustainability/

Management Approach and Performance Indicators

Economic Responsibility
Management Approach, Economic responsibility Responsibility, p. 16-17 www.componenta.com/sustainability/
Economic performance
EC1 Economic value generated and distributed Added value for our stakeholders, p.31
EC3 Coverage of defined benefit plan obligations Notes to the Consolidated Financial
Statements, 26. Pension obligations and
other benefit plans
www.componenta.com/investors/componenta_ir/
EC4 Financial assistance received from government Sponsorship and subsidies, p. 31
Environmental Responsibility
Management Approach, Environmental responsibility Responsibility, p. 16-17
Environmental impacts, p. 20 - 21
www.componenta.com/sustainability/
www.componenta.com/sustainability/
Materials
EN1 Materials used by weight or volume Environmental impacts, raw materials, p. 21
Environmental balance sheet, p. 24
EN2 Recycled input materials Environmental impacts, recycled raw
materials, p. 21 - 22
Environmental balance sheet, p. 24
Case: Using recycled galvanised steel, p. 25

44 GRI Content Index COMPONENTA Annual report 2011

Disclosed
Disclosed
Liitteet GRI Standard Disclosure Items partially Location in the Annual Report Comments
Energy
EN3 Direct energy consumption by primary energy source Environmental impacts,
energy consumption, p. 22
Environmental balance sheet, p. 24
EN4 Indirect energy consumption by primary source Environmental impacts,
energy consumption, p. 22
Environmental balance sheet, p. 24
EN6 Initiatives to provide energy-efficient products and
services
Environmental impacts, aiming to improve
energy efficiency, p. 20 - 21
EN7 Initiatives to reduce indirect energy consumption and
reductions achieved
Environmental impacts, aiming to improve
energy efficiency, p. 20 - 21
Environmental impacts,
energy consumption, p. 22
Componenta is committed to national targets for reducing
energy consumption in Finland and the Netherlands.
Water
EN8 Total water withdrawal by source Environmental balance sheet, p. 24
Emissions, Effluents and Waste
EN16 Greenhouse gas emissions Although combustion gives rise to direct carbon dioxide
emissions, they are not very significant compared to
other environmental aspects of production. The Group
seeks to reduce the carbon footprint for example
by optimizing transport and reducing the amount of
unnecessary travel.
www.componenta.com/sustainability/
EN20 Significant emissions to air Environmental impacts,
emissions to air, p. 23
Environmental balance sheet, p. 24
EN21 Total water discharge by quality and destination Environmental impacts,
water to the wastewater plant, p. 23
Environmental balance sheet, p. 24
EN22 Total weight of waste by type and disposal method Environmental impacts,
reusing waste, p. 23 - 24
Environmental balance sheet, p. 24
Products and Services
EN26 Initiatives to mitigate environmental impacts
of products and services
Responsibility, engineering to reduce
environmental impact, p. 18
Environmental impacts, p. 20
Case: Engineering partnership, p. 19
www.componenta.com/sustainability/
Compliance
EN28 Non-compliances with environmental laws and
regulations
Environmental impacts, p. 20 www.componenta.com/sustainability/
Overall
EN30 Total environmental protection expenditures and
investments by type
Environmental balance sheet, p. 24 www.componenta.com/sustainability/
Social Responsibility
Labor Practices & Decent Work
Management Approach, Labour practices & Decent work Responsibility, p. 16 - 17
Personnel resources, p. 26
Employment
LA1 Total workforce by employment type, employment
contract, and gender
Personnel resources, p. 27 www.componenta.com/sustainability/
LA2 Employee turnover Personnel resources, p. 27 www.componenta.com/sustainability/
Occupational Health and Safety
LA7 Injuries and absences Personnel resources, p. 27 Absenteeism due to sickness and accidents
www.componenta.com/sustainability/
Training and Education
LA11 Programs for skills management and lifelong learning Personnel resources, p. 26-30 Case: : Challenger challenges to develop, p. 28

45 GRI Content Index COMPONENTA Annual report 2011

Disclosed
Disclosed
Liitteet GRI Standard Disclosure Items partially Location in the Annual Report Comments
LA12 Performance and career development reviews Personnel resources, p. 29 - 30 In 2011, the practices concerning development
discussions and tools used in resolving possible problem
situations were harmonised.
Diversity and Equal Opportunity
LA13 Composition of governance bodies and breakdown of
employees
Personnel resources, p. 27, 29
Board of Directors, p. 36 - 37
www.componenta.com/sustainability/
Human Rights
Management Approach, Human rights Our way of operating, p. 5 Code of Conduct
Investment and Procurement Practices
HR2 Human rights screening of significant suppliers and
contractors
Our way of operating, p. 5
Environmental impacts,
purchasing policy, p. 21
Added value for our stakeholders, p. 31
Code of Conduct
Purchasing policy
Diversity and Equal Opportunity
HR4 Total number of incidents of discrimination and actions
taken
Responsibility, p. 16 In 2011, no incidents of discrimination were reported at
Componenta
Society
Management Approach, Society Our way of operating, p. 5 Code of Concuct
Society
SO1 Implemented local community engagement, impact
assessments, and development programs
Sponsorship and subsidies, p. 31 www.componenta.com/about_us/sponsoring/
Corruption
SO3 Anti-corruption training Our way of operating, p. 5
Environmental impacts,
purchasing policy, p. 21
Code of conduct
Purchasing policy
SO4 Actions taken in response to incidents of corruption Added value for our stakeholders, p. 31 There were no cases of corruption in the Group in 2011
Product responsibility
Management Approach, Product responsibility Our way of operating, p. 5
Responsibility, engineering to reduce
environmental impact, p. 18
www.componenta.com/sustainability/
Customer Health and Safety
PR5 Practices related to customer satisfaction Strategy, p. 9
Added value for our stakeholders, p. 31
Customer satisfaction survey

Independent third-party verification of the GRI Application Level

A third-party GRI Application Level check conducted by a corporate responsibility specialist, Tofuture Oy confirmed Componenta's self-declaration that the Annual Report 2011 meets the requirements for GRI's Application Level B .

Reporting principles

Starting from the year 2011, Componenta will only publish one report, combining the information of the traditional Annual Report and the separate Sustainability Report. Before that, in addition to the annual report, Componenta published a separate Sustainability Report from 2006 to 2010. From 2003 to 2005, Componenta reported on the environmental impact of its operations in separate Environmental Reports.

At Componenta, responsibility is linked directly to the company's strategy and strategic goals, and is part of everyday operations. In the 2011 Annual Report, we inform our stakeholders about Componenta as a company, about our operations and results as well as about essential economic, social and environmental impacts.

The G3 guidelines set by the Global Reporting Initiative (GRI) were followed when collecting the information for the Sustainability Reports. The figures for social responsibility cover the Group's

entire personnel. Environmental information is reported for the Group's production units in Finland, Turkey, the Netherlands and Sweden that have a significant environmental impact. The figures for financial responsibility were prepared in accordance with the International Financial Reporting Standards (IFRS) and are audited. The information in the rest of the report has not been verified.

Complying with the GRI guidelines ensures the reliability and comparability of the information reported. The Annual Report 2011 includes a third-party check and verification of the conformance of the report to the GRI criteria, which states that the report conforms to the requirements of the GRI B Application Level.

The regularly updated information on the Group's Web site www.componenta.com completes the information of the Annual Report.

For additional information, please contact:

Pirjo Aarniovuori Communications Director tel. +358 10 403 2701

Bert Duit Vice President, Quality and environment tel +31 6 202 48 511

Mika Hassinen CFO tel. +358 10 403 2723

Anu Mankki Senior Vice President, Human Resources tel. + 358 10 403 2739

E-mail: [email protected]

Annual General Meeting

The Annual General Meeting of Componenta Corporation will be held at 9.00 a.m. on Thursday, 23 February 2012 at the company's headquarters in Käpylä, in the auditorium of the Sato building at Panuntie 4, 00610 Helsinki, Finland.

Right to participate

A shareholder, who on the record date of the General Meeting, 13 February 2012, is registered as a shareholder in the company's shareholders' register maintained by Euroclear Finland Ltd, is entitled to attend the General Meeting.

Registration

A shareholder, who is registered in the shareholders' register, wishing to participate in the General Meeting is required to register his/her participation no later than 20 February 2012 at 10.00 a.m. by letter to the address Componenta Corporation, Panuntie 4, 00610 Helsinki, by telephone +358 10 403 2744, by fax +358 10 403 2721 or by email to [email protected]. The registration letter or message must have arrived prior to the expiration of the registration period.

Dividend and dividend policy

The Board of Directors proposes to the Annual General Meeting that that no dividend will be paid for the 2011 fiscal year.

The Board of Directors takes the financial performance, financing structure and growth expectations into account when making its proposal for the dividend to be paid. The target is to pay a dividend of 30% - 50% of net profit.

Financial information in 2012

Interim report January – March on 20 April 2012 Interim report January – June on 13 July 2012 Interim report January –

September on 17 October 2012

The press conferences for representatives of media and analysts held when the interim reports are published will be webcast simultaneously on the company's website at www.componenta.com.

Componenta's publications and releases are available immediately after their release date at www.componenta.com/Investors/Releases and publications.

Publications and interim reports printed on paper will only be sent to those who have requested it from the company. Publications printed on paper can be ordered from Componenta's website at www.componenta. com/Order reports, by telephone +358 10 403 2744 or by e-mail to [email protected].

By registering at Componenta's website at www.componenta.com/Investors/Order releases to your email you can order all company releases directly to your own email address immediately after their release.

All Componenta's financial publications are drafted in both Finnish and English.

Investor relations and contacts

Our aim is to provide comprehensive information about Componenta's business, operating environment and financial position for investment decisions.

30 days prior to the publication of any financial statements or quarterly reports Componenta has a closed window period during which we do not meet with capital market representatives nor comment on result developments.

Investors and shareholders are served at Componenta by the investor relations team consisting of President and CEO, CFO and Communications Directors. Contact our IR team by email at [email protected].

86% ofwaste is re-used

We operate in countries 9

Componenta Corporation

Panuntie 4 FI-00610 Helsinki Finland Tel. +358 10 403 00 Fax +358 10 403 2721