Componenta Oyj — Proxy Solicitation & Information Statement 2022

Mar 16, 2022

Notice of the Annual General Meeting of Componenta Corporation

Notice of the Annual General Meeting of Componenta Corporation

Componenta Corporation, Stock Exchange Release, 16 March 2022 at 14.00 p.m. EET

Notice is given to the shareholders of Componenta Corporation of the Annual
General Meeting to be held in Technopolis Aviapolis meeting room Akropolis 2 at
Teknobulevardi 3−5, 01530 Vantaa on Friday 8 April 2022 at 9 a.m. (Finnish time
GMT+2). The General Meeting cannot be attended in person, but participation and
the exercising of shareholder rights will take place in advance in the manner
set out in this invitation.

To limit the spread of the COVID-19 pandemic, the Board of Directors has decided
on an exceptional meeting procedure under the temporary act (375/2021), which
entered into force on 7 May 2021. The Annual General Meeting will be held
without the presence of shareholders or their representatives at the meeting
place. The Board of Directors of the company has decided to take the measures
provided for by the temporary act so that the General Meeting can be held in a
predictable manner, taking the health and safety of shareholders, the company’s
employees and other stakeholders into account.

Shareholders of the company and their representatives may participate in the
General Meeting and exercise their rights only by voting in advance and by
submitting counterproposals and questions in advance in accordance with this
invitation and other instructions of the company. Instructions for shareholders
can be found in section C of this invitation: Instructions for participants at
the general meeting.

The General Meeting will be videotaped, and a video recording of the meeting
will be added to the company’s website at
https://www.componenta.com/investors/corporate-governance/general-meeting/agm
-2022/ within a reasonable time after the meeting.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

Attorney Jyrki Tähtinen will act as chair of the meeting. If Jyrki Tähtinen is
unable to take the chair for a weighty reason, the Board of Directors will
appoint the person it deems best suited.

1. Election of persons to scrutinise the minutes and supervise the counting of
   votes

The company’s General Counsel Hanna Seppänen will scrutinise the minutes and
supervise the counting of votes. If Hanna Seppänen is unable to act as the
scrutiniser of the minutes and supervise counting the votes for a weighty
reason, the Board of Directors will appoint the person it deems best suited for
scrutinising the minutes and supervising the counting of votes.

1. Recording the legality of the meeting

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

Shareholders who have voted in advance within the advance voting period, and who
have the right to participate in the General Meeting pursuant to chapter 5,
sections 6 and 6a of the Finnish Limited Liability Companies Act, are considered
to attend the meeting. The list of votes will be adopted according to the
information provided by Euroclear Finland Oy.

1. Presentation of the financial statements, consolidated financial statements,
   report of the Board of Directors and the auditor’s report for 2021

Review by the CEO.

Since the General Meeting can only be attended by advance voting, the annual
review published by the company on 16 March 2022, which includes the financial
statements, report of the Board of Directors and auditor’s report, is deemed to
have been submitted to the General Meeting. The annual review is available on
the company’s website.

1. Adoption of the financial statements, which includes the adoption of the
   consolidated financial statements

2. Resolution on the use of profit shown on the balance sheet

Componenta Group's result for the financial year was EUR -0.4 million.
Componenta Corporation's result for the financial year was EUR 0.68 million. On
31 December 2021, Componenta Corporation's distributable funds totalled EUR 15.7
million. The Board of Directors proposes that no dividends be distributed based
on the balance sheet established for the financial year that ended on 31
December 2021.

As the Board of Directors proposes that less be distributed as a dividend than
provided for in chapter 13, section 7 of the Companies Act, shareholders have
the right to demand a dividend in the amount of a minority dividend in
accordance with the said provision. The minority dividend is EUR 339,959.29 (as
per the date of this notice of the meeting, EUR 0.035718 per share), i.e. half
Componenta Corporation’s profit for the financial year.

A minority dividend must be distributed if required by shareholders holding at
least one tenth of all the shares. A claim for a minority dividend is deemed to
have been made if the shareholder votes in favour of the minority dividend in
advance voting, and no separate claim or counterproposal is required.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. Handling of the remuneration report of the governing bodies

As the General Meeting can only be attended by advance voting, the remuneration
report of the governing bodies published by the company via its stock exchange
release on 16 March 2022, which is available on the company’s website at
https://www.componenta.com/investors/corporate-governance/general-meeting/agm
-2022/, is deemed to have been presented to the General Meeting for advisory
approval.

1. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the members of the Board of
Directors, who will be elected to the term continuing to the Annual General
Meeting 2023, will be paid an annual remuneration as follows: EUR 50,000 to the
Chair and EUR 25,000 to the members of the Board of Directors. If the Board of
Directors decides to establish Board committees, an annual fee of EUR 5,000 will
be paid to the members of Board committees. The travel expenses of the members
of the Board of Directors will be compensated in accordance with the company’s
travel policy.

1. Resolution on the number of members of the Board of Directors

The Shareholders’ Nomination Board proposes that four (4) members will be
elected for the Board of Directors for the term expiring at the close of the
2023 Annual General Meeting.
13. Election of members of the Board of Directors

For the term expiring at the close of the next Annual General Meeting, the
Shareholders’ Nomination Board proposes that the current members of the Board of
Directors Tomas Hedenborg, Anne Leskelä, Harri Suutari and Petteri Walldén be re
-elected.

Of the nominees, Tomas Hedenborg, Anne Leskelä and Petteri Walldén are
independent of the company and of the company’s significant shareholders. Harri
Suutari is independent of significant shareholders, but not of the company,
because he was the company’s CEO from November 2015 until the end of August
2019. All nominees have given their consent to the position.

The presentation of the persons nominated for the Board of Directors is
available at Componenta Corporation’s website at
https://www.componenta.com/investors/corporate-governance/general-meeting/agm
-2022/.

1. Resolution on the remuneration of the Auditor

The Board of Directors proposes that renumeration for the Auditor be paid
according to an invoice approved by the company.

1. Election of Auditor

The Board of Directors proposes that the audit firm PricewaterhouseCoopers Oy be
elected as the Auditor of the company for the next term of office.
PricewaterhouseCoopers Oy has notified the company that Ylva Eriksson,
Authorised Public Accountant, will act as the responsible auditor should it be
elected as the auditor of the company.

1. Authorising the Board of Directors to decide on the share issue

The Board of Directors proposes that the General Meeting authorise the Board of
Directors to decide on share issues in one or several tranches as follows:

The issuance of shares may be carried out by offering new shares or transferring
treasury shares held by the company.

The number of shares to be issued or transferred under the authorisation may not
exceed 942,263 shares, which corresponds to approximately 9.9% of all the shares
in the company.

The new shares may be issued, and the treasury shares held by the company may be
transferred for consideration or without consideration.

The Board of Directors decides on all terms and conditions for the issue of new
shares and the transfer of the company’s own shares. Based on the authorisation,
the Board of Directors may decide on a share issue in deviation of the pre
-emptive subscription right of the shareholders (directed issue) subject to
conditions mentioned in the Finnish Limited Liability Companies Act. For
example, the Board of Directors may use authorisation as compensation in
acquisitions, develop capital structure, broaden the ownership base, acquire
assets related to the company’s business or to finance or carry out other
business transactions, for share-based incentive plans or other purposes decided
by the Board of Directors.

The authorisation is valid until the end of the next Annual General Meeting, but
until 30 June 2023 at the latest. The authorisation shall not revoke earlier
valid and non-utilised authorisations to decide on share issues.

1. Closing of the Meeting

B. DOCUMENTS OF THE GENERAL MEETING

The proposals for the resolutions on the above matters on the agenda of the
General Meeting, as well as this notice, are available on Componenta
Corporation’s website at www.componenta.com. The financial statements,
consolidated financial statements, report of the Board of Directors and
auditor’s report of Componenta Corporation are available on the above website on
16 March 2022. Copies of these documents and of this notice will be sent to
shareholders on request.

The minutes of the General Meeting will be available on the above website no
later than 22 April 2022.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

To limit the spread of the COVID-19 pandemic, the Annual General Meeting will be
held without the presence of shareholders or their proxy representatives at the
meeting venue. Shareholders and their proxy representatives may attend the
Annual General Meeting and exercise shareholder rights only by voting in advance
and/or by submitting counterproposals and/or questions in advance in accordance
with the instructions below.

1. Shareholders registered in the shareholders’ register

Each shareholder registered on 29 March 2022 (the record date of the General
Meeting) in the shareholders’ register of the company held by Euroclear Finland
Ltd has the right to participate in the General Meeting. A shareholder whose
shares are registered in their personal Finnish book-entry account is registered
in the shareholders’ register of the company. Shareholders may participate in
the General Meeting only by voting in advance in accordance with the
instructions below and by sending counterproposals and/or questions in advance.

1. Registration and advance voting

The advance voting period will commence on 22 March 2022 at 9 a.m., and the
deadline for submitting counterproposals for voting is 21 March 2022 at 4 p.m. A
shareholder registered in the shareholders’ register of the company, and who
wants to participate in the General Meeting, shall register for the meeting and
vote in advance no later than 1 April 2021 at 2 p.m. Finnish time, by which time
all registrations and votes must have been received. Registration without
submitting votes in advance does not constitute attendance at the General
Meeting.

A shareholder with a personal Finnish book-entry account may vote in advance for
certain items on the agenda of the General Meeting between 22 March 2022 at 9
a.m. and 1 April 2022 at 2 p.m. Finnish time as follows:

a) on the company website, at the address
https://www.componenta.com/investors/corporate-governance/general-meeting/agm
-2022/

For natural persons or their proxy representatives, electronic registration and
advance voting require the shareholder’s Finnish personal identification number
and secured strong electronic authentication with Finnish online banking
credentials and a mobile certificate. In the case of persons other than natural
persons, the shareholder’s identity or business ID and the book-entry account
number are required.

b) by email

A shareholder may submit the advance voting form made available on the website
of the Componenta General Meeting on 20 March 2022, or similar information to
Euroclear Finland Oy, by email to yhtiokokous@euroclear.eu. If a shareholder
participates in the General Meeting by submitting advance votes to Euroclear
Finland Oy by email before the end of the registration or advance voting, this
submission of votes will be considered as registration for the Annual General
Meeting, as long as it contains the above information required for registration
and advance voting.

The instructions for advance voting are also available on the company’s website
at
https://www.componenta.com/investors/corporate-governance/general-meeting/agm
-2022/.

Personal data provided by shareholders to Componenta Oyj or Euroclear Finland Oy
shall be used only in connection with the General Meeting and the processing of
the necessary registrations related thereto. The privacy policy is available on
the company’s website at www.componenta.com.

1. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
at the meeting by way of proxy representation. The shareholder’s proxy
representative must also vote in advance as described in the notice.

Proxy templates and additional instructions for making an authorisation are
available on the company’s website at
https://www.componenta.com/investors/corporate-governance/general-meeting/agm
-2022/.

Due to the COVID-19 pandemic, shareholders who do not vote in advance are
requested to exercise their rights through a central representative appointed by
the company by authorising the lawyer Akseli Uotila or another lawyer appointed
by him to represent the shareholder and exercise their voting rights.

There will be no cost to the shareholder to authorise the nominated
representative, except for any postage costs for proxy materials. The signed
power of attorney, including the advance voting form, must be submitted to
Akseli Uotila, a lawyer at Borenius Attorneys at Law, by post or email (contact
information below) before the end of the registration period and voting time, by
which time the said documents must be received.

The presentation of the company’s appointed representative can be found on the
website https://www.borenius.com/people/akseli-uotila, and his contact
information is: e-mail: akseli.uotila@borenius.com; postal address: Akseli
Uotila, Borenius Attorneys at Law Oy Eteläesplanadi 2, FI-00130 Helsinki.

A shareholder may also attend the Annual General Meeting and exercise their
rights there through another proxy of their own choice. A proxy representative
shall produce a dated proxy document or in an otherwise reliable manner
demonstrate their right to represent the shareholder. When a shareholder
participates in the General Meeting by means of several proxy representatives
representing the shareholder with shares in different securities accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the General Meeting.

Shareholders’ representatives may attend the Annual General Meeting and exercise
their shareholder rights only by voting in advance and submitting
counterproposals and questions in advance in accordance with this notice and
other instructions of the company. It is not possible to attend the meeting on
site.

The proxy chosen by the shareholder must also vote in advance by email as
described in this invitation (the proxy cannot vote through the electronic
advance voting system).

Possible proxy documents should be delivered by regular mail to Euroclear
Finland Oy, Yhtiökokous, PL 1110, FI-00101 Helsinki, Finland or by email at
yhtiokokous@euroclear.eu prior to the ending of registration on 1 April 2022 at
2 p.m. Finnish time, when all proxy documents must have been received.

Delivery of the proxy documents to the company prior to the ending of the
registration period constitutes registration for the General Meeting, provided
that all of the above information required for registration is enclosed.

1. 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 they would be entitled
to be registered in the shareholders’ register of the company held by Euroclear
Finland Oy on 29 March 2021 (the record date of the General Meeting). The right
to participate in the General Meeting also requires that the shareholder based
on such shares has been registered into the temporary shareholders’ register
held by Euroclear Finland Oy at the latest by 5 April 2021 at 10 a.m. Finnish
time. As regards nominee registered shares, this constitutes due registration
for the General Meeting. Changes in shareholdings occurring after the record
date of the General Meeting will not affect the right to attend the
Extraordinary General Meeting or the number of votes of the shareholder.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders’
register of the company, the issuing of proxy documents and registration for the
General Meeting from their custodian bank. The account management organisation
of the custodian bank must register a holder of nominee registered shares who
wants to participate in the General Meeting in the company’s temporary
shareholders’ register no later than the time stated above.

1. Other instructions and information

Shareholders holding at least one hundredth of all the shares in the company
have the right to make counterproposals to the proposals for resolutions on the
agenda of the General Meeting, which will be put to a vote. Such
counterproposals must be submitted to the company by email to
ir.componenta@componenta.com no later than 21 March 2022 at 4 p.m. Finnish time.
Shareholders making a counterproposal must present evidence of their
shareholdings in connection with delivering the counterproposal. The
counterproposal will be considered at the General Meeting, provided that the
shareholder has the right to participate in the General Meeting, and that the
shareholder holds shares corresponding to at least one hundredth of all the
shares in the Company on the record date of the General Meeting. If the
counterproposal is not accepted for consideration at the Annual General Meeting,
the votes given in favour of the counterproposal will not be considered. The
company will publish possible counterproposals to be put to a vote on the
company’s website at https://www.componenta.com/investors/corporate
-governance/general-meeting/agm-2022/ by no later than 22 March 2021.

A shareholder may present questions pursuant to chapter 5, section 25 of the
Finnish Limited Liability Companies Act until 25 March 2022 at 4 p.m. Finnish
time by email to ir.componenta@componenta.com. Any such questions, the answers
provided by the company’s management and any counterproposals, excluding those
put to the vote, can be found on the company’s website on 30 March 2022. Asking
questions and making counterproposals requires the shareholder to present an
adequate statement of their shareholding in the company.

On the date of this notice to the General Meeting, 16 March 2022, the total
number of shares and votes in Componenta Corporation is 9,517,813.

COMPONENTA CORPORATION
Board of Directors

For further information. please contact:
Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101

Distribution:
Nasdaq Helsinki
Principal media
www.componenta.com

Componenta Corporation is an international technology company and Finland's
leading contract manufacturer in the machine building industry. Sustainability
and customer needs are at the core of the company’s broad technology portfolio.
Componenta Corporation manufactures components for its customers, which are
global manufacturers of machinery and equipment. The company’s stock is listed
on Nasdaq Helsinki. www.componenta.com

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