Componenta Oyj — M&A Activity 2020

Nov 16, 2020

COMPONENTA

Appendix 1: Summary of Pro forma financial information

Unaudited pro forma income statement for the financial year ended 31 December 2019

MEUR	Componenta Oyj - Group historical unaudited 1–12/2019 IFRS	Komas Oy historical unaudited 1–8/2019 FAS	Adjustments of transition to IFRS accounting principles	Pro forma adjustments	Componenta Oyj – Group pro forma
Net sales	50.7	29.9	0.1	-1.9	78.7
Other operating income	0.0	0.1			0.0
Operating expenses	-49.1	-27.3	-0.1	1.9	-74.6
Depreciation, amortization and write-down of non-current assets	-3.3	-2.8	0.3	-0.2	-6.0
Share of the associated companies' result	0.0	0.0			0.0
Operating result	-1.7	-0.3	0.3	-0.2	-1.8
Financial income	0.0	0.0			0.0
Financial expenses	-0.4	-0.8	0.0	0.1	-1.1
Financial income and expenses in total	-0.4	-0.8	0.0	0.1	-1.1
Result after financial items	-2.1	-1.0	0.3	-0.2	-3.0
Income taxes	0.0	0.0	0.1	0.0	0.1
Result from continuing operations	-2.1	-1.0	0.4	-0.1	-2.9
Result for the period, discontinued operations¹)	16.6	0.0			16.6
Result for the period...	14.6	-1.0	0.4	-0.1	13.8

Allocation of net profit for the period

To equity holders of the parent

13.8

1) A positive result of EUR 16.6 million from the loss of control due to the bankruptcy of Componenta Främmestad AB has been included to Componenta Group's discontinued operations' result for the financial year ended 31 December 2019.

Attached presents the summary of principal pro forma adjustments

1) Adjustments to Komas Oy historical financial information to transition to IFRS accounting principles.

This column presents the adjustments, which have been done to Komas Oy's historical financial information, in order that they would correspond with the IFRS accounting principles of Componenta Group.

2) The acquisition of Componenta Manufacturing Oy's (formerly Komas Oy) shares and capital loans

Column two presents the adjustments related to the acquisition of Komas.

Componenta signed on 15 May 2019 an agreement to acquire all the shares and capital loans of Componenta Manufacturing Oy (formerly Komas Oy), from the funds operated by CapMan, Fortaco Oy as well as certain

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COMPONENTA

individuals. Acquisition took place on 30 August 2019, when required regulatory approvals were received and the customary terms of business acquisition had been fulfilled. The purchase price for the acquisition was paid by giving Componenta's shares to the sellers in accordance with the authorisations received in Componenta's extraordinary general meeting on 1 July 2019. The purchase price consisted of 60 000 000 new shares issued by Componenta, which after the issuance represent approximately 25.3 per cent of the shares issued by the company. Acquisition price was determined by the share price at the date of acquisition and was EUR 7.8 million.

Acquisition is recognised in accordance with the acquisition method of accounting of IFRS 3, according to which the consideration transferred is allocated to the assets to be acquired and liabilities to be assumed based on the estimated fair values at the date of acquisition. Purchase price allocation of the acquisition is presented in the Componenta Group's consolidated financial statements for the financial year ended 31 December 2019. In the purchase price allocation, Komas Oy's assets and liabilities are valued at fair value.

The following table sets forth the impacts of the valuations made in the purchase price allocation to the pro forma income statement for the financial year ended 31 December 2019:

Balance sheet item	Useful economic life	Fair value adjustment booked at the acquisition date	Fair value adjustment's impact to the depreciatuon*	Depreciation method
Intangible assets (customer relationships)	5 years	EUR 1,052 thousand	EUR 140 thousand	Straightline method
Tangible assets	12 years	EUR 1,835 thousand	EUR 96 thousand	The units-of-production depreciation method (based on historical units-of-production)

• Depreciations have been calculated assuming as if the acquisition had taken place on 1 January 2019. Depreciation for the 8 months period has been adjusted to the pro forma income statement for the financial year ended 31 December 2019. Depreciations from the fair value adjustments are included to Componenta Group's figures from the date of the acquisition. Additions to the depreciations will have a continuing impact to the Group.

Komas Oy repaid on 30 August 2019 EUR 1,150 thousand of external bank loans. The finance costs in the unaudited pro forma income statements were adjusted with the interest expenses related to the repaid loans.

Internal transactions between Komas Oy and Componenta Group included in the historical financial information have been eliminated from the pro forma financial information. Net sales and other operating expenses in the unaudited pro forma income statement have been adjusted for EUR 1,937 thousand for the financial year ended 31 December 2019.

A deferred tax of 20 per cent has been recognized for all pro forma adjustments with income statement impact.

Historical financial information

The historical income statement and statement of financial position information included in the Unaudited pro forma financial information are based on Componenta Oyj's audited consolidated financial statements as at and for the financial year ended 31 December 2019. Komas Oy's historical income statement information is based on Komas Oy's unaudited eight-month income statement information for period ended 30 August 2019 before the completion of the acquisition. Componenta Group's historical financial information have been prepared in accordance with IFRS. Komas Oy's historical financial information have been prepared in accordance with

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COMPONENTA

Finnish accounting standards ("FAS") and in the pro forma financial information they have been adjusted to reflect the accounting principles applied by Componenta Group in its IFRS financial statements.

All figures are presented in thousands of euros, unless otherwise stated. The Unaudited pro forma financial information presented are rounded. Therefore, the total of the figures may not in some cases agree with the total presented in such column or row.