Componenta Oyj — Share Issue/Capital Change 2020

Oct 5, 2020

Changes in Componenta’s major shareholders – company plans for rights issue and reverse share split

Changes in Componenta’s major shareholders – company plans for rights issue and reverse share split

Componenta Corporation Stock Exchange Release, 5 October 2020 at 11:10

As of today, 5 October 2020, CapMan managed funds and Leverator Oy have sold all
their shares of Componenta Corporation, 36,685,788 shares in total, to an
investor group led by Joensuun Kauppa ja Kone Oy and Etra Capital Oy at the
price of EUR 0.04 per share. The shares sold today represent approximately 15%
of the company shares and votes.

Componenta Corporation’s Board of Directors will issue with a separate stock
exchange release a notice to the Extraordinary General Meeting in which it
proposes that the EGM authorize the Board of Directors to resolve on a rights
issue.

Based on authorization of the Extraordinary General Meeting, the Board of
Directors would resolve on the planned rights issue in which company
shareholders would receive for one (1) share a one subscription right with which
they can subscribe for one (1) new share. The subscription price is planned to
be EUR 0.04 per share. With the rights issue, the company intends to receive
approximately MEUR 9.5 gross proceeds.

The proceeds of the rights issue are meant to be used to strengthen the
company’s financial position. In addition, the company intends to start
negotiations with creditors for paying off in advance the restructuring debt of
the parent company early in 2021. The amount of the restructuring debt in
question was MEUR 7.2 as of 30 June 2020. Regardless of the planned creditor
negotiations, Componenta Corporation will pay its restructuring debt installment
according to the repayment schedule in November 2020.

The planned rights issue would take place by end of 2020. Joensuun Kauppa ja
Kone Oy, Etra Capital Oy and Harri Suutari, Chairman of the Board of Directors
of Componenta Corporation have committed to vote in favor of the Board of
Directors’ proposals related to the planned rights issue and the planned reverse
share split (as defined below) at the Extraordinary General Meeting, and to
subscribe for issue shares at the minimum with the subscription rights allocated
to them in proportion of their shareholdings which after today’s purchase of
shares is approximately 21 per cent of the company’s outstanding shares and
votes. UB Securities Oy would act as the Lead Manager of the planned rights
issue.

In addition, Componenta Corporation’s Board of Directors will propose that the
Extraordinary General Meeting resolves on a reverse share split. The reverse
split would take place after the implementation of the rights issue. Following
the implementation of the reverse split, fifty (50) shares equal one (1) share.

The planned reverse split would be implemented so that the company would redeem
without compensation from each shareholder the number of shares held multiplied
by 49/50, i.e. for each fifty (50) existing shares Componenta would redeem 49
shares. In order to avoid share fractions when implementing the planned reverse
share split, Componenta would direct share issue without compensation to
shareholders so that prior to the redemption each shareholder would have a
number of shares divisible by fifty (50).

The reverse share split is expected to enhance trading conditions for the shares
and contribute to the shares’ efficient price formation on the stock market.
Componenta Corporation’s Board of Directors considers that the reverse share
split is therefore in the interest of the company and all its shareholders. The
Board of Directors also considers that there is a particularly weighty financial
reason for the company to implement the reverse share split and the share issue
and redemption related to it. The reverse share split does not affect Componenta
Corporation’s equity. The Board of Directors would pass a resolution on the
exact day of implementation of the reverse split after the rights issue has been
carried out.

“Componenta has strong know-how in manufacturing industrial components, and it
is the leading manufacturer of metal components in Finland. Componenta has good
prerequisites to be a stronger partner for its customers in today’s market where
supply chains are further enhanced and the use of subcontracting is increasing.
I believe in the future possibilities of Finnish industry and manufacturing,”
states Kyösti Kakkonen, CEO of Joensuun Kauppa ja Kone Oy, kauppaneuvos (Finnish
honorary title).

“It is not purposeful for a listed company to remain in restructuring throughout
the whole six-year restructuring programme. This ownership arrangement and the
full support from the main owners will open up possibilities for the company to
release itself from the restructuring programme of the parent company. This
would have significant positive effects on the business of the whole group. In
addition, it would enable the group to normalize its financing,” says Harri
Suutari, Chairman of Componenta Corporation Board of Directors.

”This is clearly a step forward for us. With these actions, Componenta’s market
position will improve significantly from the point of view of our customers and
other stakeholders. This will give us credibility with our customers when we
look for new sales and allocation of customer volumes to Componenta.
Furthermore, these arrangements will have a positive effect on us executing our
growth strategy,” says Componenta Corporatio's President and CEO Sami Sivuranta.

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 a technology company which specializes in supplying cast and
machined components to global manufacturers of vehicles, machines and equipment.
The company’s share is listed on Nasdaq Helsinki.