Componenta Oyj — Proxy Solicitation & Information Statement 2013

Jul 16, 2013

Notice to the Extraordinary General Meeting of Componenta Corporation

Notice to the Extraordinary General Meeting of Componenta Corporation

Componenta Corporation Stock Exchange Release 16.7.2013 at 8.00

Notice is given to the shareholders of Componenta Corporation to the
Extraordinary General Meeting, which will be held at 9.00 am on Friday, 16
August 2013, at the company's headquarters in Käpylä, in the auditorium of the
Sato building, at the address Panuntie 4, FI-00610 Helsinki.

A. MATTERS TO BE CONSIDERED AT THE GENERAL MEETING

The following matters will be considered at the General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
   of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Authorisation of the Board of Directors to resolve on a share issue and an
   issue of special rights entitling to shares

The Board of Directors proposes to the Extraordinary General Meeting that the
General Meeting authorises the Board of Directors to resolve on a share issue
and an issue of special rights entitling to shares as referred to in Chapter
10, Section 1 of the Limited Liability Companies Act in one or several
installments, either against payment or without payment. The aggregate amount
of shares to be issued, including the shares to be received based on special
rights, shall not exceed 2,500,000 shares. The proposed maximum amount of the
authorisation corresponds approximately to 11 per cent of all the shares in the
company. The proposed maximum amount of the authorisation and the authorisation
to resolve on a share issue and issue of special rights entitling to shares,
amounting to maximum 7,500,000 shares given to the Board of Directors by the
Annual General Meeting of shareholders on 22 March 2013, correspond together
approximately to 45 per cent of all the shares in the company. The Board of
Directors may resolve to issue either new shares or to transfer treasury shares
potentially held by the company.

The authorisation entitles the Board of Directors to resolve on all conditions
for the share issue and the issue of special rights entitling to shares,
including the right to derogate from the pre-emptive right of the shareholders.
The authorisation is proposed to be used to strengthen the balance sheet and
financial position of the company or to other purposes to be resolved on by the
Board of Directors.

The authorisation is proposed to be in force until the next Annual General
Meeting. The authorisation does not cancel the earlier authorisation to resolve
on a share issue and issue of special rights entitling to shares given to the
Board of Directors by the Annual General Meeting of shareholders on 22 March
2013.

1. Closing of the meeting

B. DOCUMENTS

The above mentioned proposal for the decision on the matter on the agenda of
the General Meeting, this notice and other meeting documents in accordance with
the Companies Act are available on the company's website at www.componenta.com
on 26 July 2013 at the latest. Copies of the proposal and of this notice and
the meeting documents will also be available at the General Meeting and copies
thereof will be sent to shareholders upon request. The minutes of the General
Meeting will be available on the above-mentioned website at the latest as of 30
August 2013.

C. INSTRUCTIONS TO PARTICIPANTS

1. Right to participate and registration of the shareholders registered in the
   shareholders' register

A shareholder, who on the record date of the General Meeting, 6 August 2013, is
registered as a shareholder in the company's shareholders' register maintained
by Euroclear Finland Ltd, is entitled to attend the General Meeting. A
shareholder whose shares have been entered into his/her personal Finnish
book-entry account is registered in the company's shareholders' register.
Changes in shareholdings occurring after the record date of the General Meeting
shall not affect the right to attend the General Meeting or the number of votes
of the shareholder.

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 13 August 2013 at 10:00 a.m. by letter to the
address Componenta Corporation, Panuntie 4, 00610 Helsinki, by telephone +358
10 403 00, by telefax +358 10 403 2721 or by email
ir.componenta@componenta.com. The registration letter or message must have
arrived prior to the expiration of the registration period.

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation at the meeting venue.

1. Right to participate and registration of the holders of nominee registered
   shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares based on which he/she on the record
date of the General Meeting, 6 August 2013, would be entitled to be registered
in the shareholders' register of the company held by Euroclear Finland Ltd. The
participation in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been temporarily entered in the
shareholders' register held by Euroclear Finland Ltd at the latest by 13 August
2013 at 10:00 am. A holder of nominee registered shares shall be deemed to have
registered for the General Meeting if the shareholder has been notified for
temporary entry in the shareholders' register as described above.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the
shareholders' register of the company, the issuing of proxy documents and
registration for the General Meeting from his/her custodian bank. The account
management organisation of the custodian bank shall notify a holder of nominee
registered shares, who wants to participate in the General Meeting, for
temporary registration in the shareholders' register of the company at the
latest by the time stated above.

1. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A shareholder may have
several proxy representatives, who represent the shareholder with shares booked
on different book-entry accounts. In such case the shares represented by each
proxy representative shall be notified in connection with the registration for
the meeting. The representative of a shareholder shall produce a dated proxy
document or otherwise provide reliable evidence of the right to represent the
shareholder. Any proxy documents are requested to be sent in original to
Componenta Corporation, Panuntie 4, 00610 Helsinki before the expiration of the
registration period.

1. Other information

A shareholder who is present at the General Meeting has the right to request
information on the matters considered at the meeting pursuant to chapter 5,
section 25 of the Limited Liabilities Companies Act.

On the date of the notice of the General Meeting, 16 July 2013, the total
number of shares and votes in the company is 22,231,173.

Helsinki, 16 July 2013

COMPONENTA CORPORATION
The Board of Directors

Heikki Lehtonen
President and CEO

For further information, please contact:

Heikki Lehtonen
President and CEO
tel. +358 10 403 2200

Mika Hassinen
CFO
tel. +358 10 403 2723

Componenta is a metal sector company with international operations and
production plants located in Finland, Turkey, the Netherlands and Sweden. The
net sales of Componenta were EUR 545 million in 2012 and its share is listed on
the NASDAQ OMX Helsinki. The Group employs approx. 4,300 people. Componenta
specializes in supplying cast and machined components and total solutions made
of them to its global customers, who are manufacturers of vehicles, machines
and equipment.

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