Componenta Oyj — Share Issue/Capital Change 2020

Dec 9, 2020

Final results of Componenta Corporation’s rights issue

Final results of Componenta Corporation’s rights issue

Componenta Corporation Stock Exchange Release, 9 December 2020 at 10:20

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO
THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, JAPAN, HONG KONG, SINGAPORE,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.

According to the final results of Componenta Corporation’s (”Componenta” or
”Company”) rights issue (the ”Offering”), a total of 323,949,311 new shares
(”New Shares”) were subscribed for in the Offering, corresponding to
approximately 136.5 per cent of the 237,269,224 New Shares offered for
subscription, and, thus, the Offering was oversubscribed. A total of 215,830,042
New Shares, corresponding to approximately 91 per cent of the 237,269,224 New
Shares offered for subscription, were subscribed for pursuant to the exercise of
subscription rights. Subscriptions were made without subscription rights for
108,119,269 New Shares, and the 21,439,182 New Shares which were not subscribed
for with subscription rights were allocated to these subscribers according to
the Terms and Conditions of the Offering. The subscription price for each New
Share was EUR 0.04. Componenta will receive gross proceeds of approximately MEUR
9.5 from the Offering.

The Board of Directors of the Company has today, 9 December 2020, approved the
subscriptions made in the Offering and the allocation of the New Shares in
accordance with the Terms and Conditions of the Offering. As a result of the
Offering, the total number of shares in the Company will increase by 237,269,224
shares from existing 237,269,224 shares to 474,538,448 shares. The New Shares
issued in the Offering amount to approximately 50 per cent of the outstanding
shares in Componenta following the Offering.

The New Shares will be registered in the Trade Register on or about 10 December
2020. The last day of trading with interim shares representing the New Shares is
on or about 10 December 2020. The interim shares will be combined with the
Company’s existing shares and trading with the New Shares is expected to
commence on the official list of Nasdaq Helsinki Ltd on or about 11 December
2020.

The New Shares will carry the right to shareholder rights in the Company as of
the registration in the Trade Register and in the shareholders’ register of the
Company maintained by Euroclear Finland Oy. Each New Share confers its holder
one (1) vote at the Company’s General Meeting.

UB Securities Oy acts as the lead manager of the Offering. Borenius Attorneys
Ltd. acts as legal counsel to the Company.

COMPONENTA CORPORATION

Sami Sivuranta
President and CEO

For further information, please contact:

Sami Sivuranta, President and CEO, tel. +358 10 403 2200
Marko Karppinen, CFO, tel. +358 10 403 2101

Componenta is an international technology company with operations located in
Finland. With its wide technology portfolio, Componenta produces e.g. cast,
machined and unmachined components for its clients who are local and global
manufacturers of vehicles, machines and equipment. The company’s share is listed
on Nasdaq Helsinki.

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. The Company does
not intend to register any part of the Offering of the subsequent rights issue
in the United States or to conduct a public offering of securities in the United
States.

The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The information
contained herein is not for publication or distribution, directly or indirectly,
in or into the United States, Australia, Canada or Japan. Any failure to comply
with these restrictions may constitute a violation of the securities laws of any
such jurisdiction. This release is not directed to, and is not intended for
distribution to or use by, any person or entity that is a citizen or resident or
located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such
jurisdiction.

In any EEA Member State, other than Finland, and in the United Kingdom, this
release is only addressed to and is only directed at qualified investors in that
Member State or in the United Kingdom within the meaning of Regulation (EU)
2017/1129 (the “Prospectus Regulation“).

This release is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the “Order“) or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a)
to (d) of the Order (all such persons together being referred to as “relevant
persons“). Any securities mentioned herein are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire such
securities will be engaged in only with, relevant persons. Any person who is not
a relevant person should not act or rely on this release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus
Regulation and as such, does not constitute or form part of and should not be
construed as, an offer to sell, or the solicitation or invitation of any offer
to buy, acquire or subscribe for, any securities or an inducement to enter into
investment activity.

No part of this release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or investment
decision whatsoever. The information contained in this release has not been
independently verified. No representation, warranty or undertaking, expressed or
implied, is made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the opinions
contained herein. The Company or any of its respective affiliates, advisors or
representatives or any other person, shall have no liability whatsoever (in
negligence or otherwise) for any loss however arising from any use of this
release or its contents or otherwise arising in connection with this release.
Each person must rely on their own examination and analysis of the Company, its
subsidiaries, its securities and the transactions, including the merits and
risks involved.

The Lead Manager is acting exclusively for the Company and no one else in
connection with the Offering. It will not regard any other person as its
respective client in relation to the Offering. The Lead Manager will not be
responsible to anyone other than the Company for providing the protections
afforded to its respective clients nor for giving advice in relation to the
Offering or any transaction or arrangement referred to herein.

This release includes “forward-looking statements.” These statements may not be
based on historical facts, but are statements about future expectations. When
used in this release, the words “aims,” “anticipates,” “assumes,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,”
“would” and similar expressions as they relate to the Company and the
transactions identify certain of these forward-looking statements. Other forward
-looking statements can be identified in the context in which the statements are
made. These forward-looking statements are based on present plans, estimates,
projections and expectations and are not guarantees of future performance. They
are based on certain expectations, which, even though they seem to be reasonable
at present, may turn out to be incorrect. Such forward-looking statements are
based on assumptions and are subject to various risks and uncertainties. Readers
should not rely on these forward-looking statements. Numerous factors may cause
the actual results of operations or financial condition of the Company to differ
materially from those expressed or implied in the forward-looking statements.
The Company or any of its affiliates, advisors or representatives or any other
person undertakes no obligation to review or confirm or to release publicly any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise after the date of this release.