Welcome to Componenta's Extraordinary General Meeting, held at Technopolis Aviapolis meeting room Akropolis, at the address Teknobulevardi 3-5, 01530 Vantaa, Finland, on Thursday 29 October 2020, at 12 noon EET. The reception of persons who have registered for the meeting will commence at 11:30 a.m. EET.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than 26 October 2020 at 4:00 p.m. EET. The registration to the EGM has begun on 6 October 2020 at 9:00 a.m. The link to the registration can be found below in “You can register to EGM and vote in advance here”.
Arrangements of the Extraordinary General Meeting
Componenta is following closely the corona pandemic and will arrange the Extraordinary General Meeting in accordance and in line with the restrictions set by the Finnish authorities. In the meeting, attention will be paid to maintaining sufficient safety distances and conscientious hand hygiene. Componenta respectfully asks meeting participants on their own initiative to take care of safety measures in order to prevent spreading of the coronavirus pandemic, and also to strictly avoid attending the meeting at the meeting venue in case they have even mild symptoms typical for disease classified as a pandemic.
Instead of attending the meeting in person, Componenta recommends that shareholders follow the meeting remotely via webcast (instructions below “Webcast of the EGM”) and vote in advance (instructions below “Advance voting”), or alternatively authorize a centralized proxy representative (instructions below “Proxy representatives and powers of attorney”).
If the prevailing circumstances regarding the coronavirus pandemic so require, Componenta will provide further information on special arrangements related to the meeting prior to the Extraordinary General Meeting, in order to secure the health and safety of the company‘s shareholders, personnel and other stakeholders.
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. Authorizing the Board of Directors to resolve on a rights issue
Componenta announced its plans to arrange a rights issue on 5 October 2020. The company has received commitments from Joensuun Kauppa ja Kone Oy, Etra Capital Oy and Harri Suutari (Chairman of the Board of Directors of Componenta Corporation), whose shares represent 21% of all shares and votes Componenta at the time of this notice, to vote in favor of the board's proposals at the Extraordinary General Meeting and to participate in the rights issue at least in proportion to their shareholding in the company. If the Extraordinary General Meeting grants the board the requisite share issue authorization, the rights issue is intended to be carried out by the end of year 2020.
The Board of Directors proposes to the Extraordinary General Meeting that it would authorize the Board of Directors to resolve on the issuance of a maximum of 237,269,224 new shares to carry out the above-mentioned rights issue. The shares are offered for subscription to the shareholders of the company in proportion to their shareholding in the company as per the record date of the rights issue. The authorization includes the right for the Board of Directors to resolve to offer, on a secondary basis, the potentially unsubscribed shares to the other shareholders or other persons for subscription. The authorization may only be used to carry out one rights issue. The Board of Directors is authorized to resolve on all other terms and conditions of the rights issue.
The authorization is proposed to be valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2021. The authorization does not revoke the share issue authorizations resolved upon earlier.
7. Proposal of the Board of Directors for the Extraordinary General Meeting for resolution to carry out a reverse share split and thereto related redemption of shares and authorizing the Board of Directors to resolve on the directed share issue
The Board of Directors proposes that the Extraordinary general meeting resolve that the number of shares in the company be reduced without reducing the share capital. The arrangement is proposed to be carried out by conveying company’s new shares and by redeeming company’s shares to the effect, that each fifty (50) shares of the company are merged into one (1) share.
In order to avoid share fractions the Board of Directors proposes that the Board of Directors is authorized to resolve on a directed share issue in which new shares are conveyed without compensation to the effect that, the number of shares in each shareholders book-entry account is made divisible by 50 on the reverse split date later resolved by the Board of Directors (“Reverse Split Date”). The maximum number of shares conveyed to the shareholders by the company is 49 times amount of such book-entry accounts in which company’s shares are preserved on the Reverse Split Date. The maximum amount of share issue authorization is proposed to be 400 000 shares. The maximum amount is based on the Board of Director’s assessment related to the number of shareholders at the date of this proposition. The authorization is proposed to be valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2021. The authorization does not revoke the share issue authorizations resolved upon earlier. The Board of Directors is authorized to resolve on all the matters related to the conveyance carried out without compensation within the limits of the proposed authorization.
Concurrently with the above-mentioned conveyance of the company’s new shares the company will on the Reverse Split Date redeem without compensation from each shareholder a number of shares determined by redemption ratio 49/50, meaning, that for each 50 existing shares the company will redeem 49 shares. The Board of Directors of the company has the right to resolve on all other matters with respect to the redemption of shares. The shares redeemed without compensation in connection with the reduction of number of shares will be cancelled immediately after the redemption in accordance with the resolution of the Board of Directors.
The purpose of merging the shares is to facilitate trade in the company’s shares by increasing the value of an individual share and to contribute the shares’ efficient price formation. The Board of Directors thus holds that merging the shares is in the interest of the company and all of its shareholders and that the company therefore has a particularly weighty financial reason for the reverse share split and the related redemption of shares and the directed share issue. The reverse share split does not affect the company’s equity.
The reverse share split will be executed in the book-entry system after the close of trading on the Reverse Split Date later resolved by the Board of Directors. If necessary, the trading with the company's share on Nasdaq Helsinki Ltd. shall be temporarily interrupted in order to perform necessary technical measures in the trading facility after the reverse split date.
The Board of Directors intends to carry out the reverse share split after execution of the rights issue proposed in item 6. If implemented, the directed share issue and the reverse share split will not require any measures from shareholders.
8. Closing of the Meeting
Each shareholder, who is registered on 19 October 2020 (the record date of the Extraordinary General Meeting) in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the Extraordinary General Meeting and vote in advance. A shareholder, whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the company.
Changes in shareholdings occurring after the record date of the Extraordinary General Meeting shall not affect the right to attend the Extraordinary General Meeting nor the number of votes of the shareholder or their right to vote in advance.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than 26 October 2020 at 4:00 p.m. EET by giving a prior notice of participation, which shall be received by the company no later than on above-mentioned time and date.
You can also register
- via email: email@example.com;
- by telephone +358 40 190 5495 on weekdays between 9:00 a.m. and 3:00 p.m. (EET); or
- by regular mail to Componenta Corporation / EGM, Teknobulevardi 7, FI-01530 Vantaa, Finland.
Holders of nominee-registered shares are requested to follow the instructions in the Notice to the EGM.
In connection with the registration a shareholder shall notify their name, personal identification number (social security number) and telephone number and also the name of possible assistant or proxy representative, as well as the personal identification number (social security number) of the proxy representative. The personal data given to Componenta Corporation by the shareholders is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
Possible proxy documents should be delivered in originals to Componenta Corporation at the address Teknobulevardi 7, FI-01530 Vantaa, before the last date for registration.
Shareholders with a Finnish book-entry account may vote in advance on items on the Extraordinary General Meeting agenda without attending the meeting in person at the meeting venue. Advance voting begins on 6 October 2020 at 9:00 a.m. EET and will end 26 October 2020 at 4:00 a.m. EET. Advance votes will be taken into account if a vote is held at the EGM and if the shareholding has been entered in the Company’s register of shareholders kept by Euroclear Finland Ltd on the record date of the EGM, 19 October 2020.
Shareholders can vote in advance on agenda items of their choosing. They can alter or cancel votes they have given during the advance voting period. Shareholders can print out a summary of the advance votes they have cast when the advance voting period has ended.
The book-entry account number of the shareholder is required for voting in advance. Unless a shareholder who is voting in advance is present in person or by proxy representative at the meeting, the shareholder cannot exercise their right under the Finnish Limited Liability Companies Act to request information or a vote in the meeting, and should a resolution proposal regarding any agenda item change after the beginning of the advance voting period, the shareholder’s possibility to vote on such an item may be restricted.
For any questions on advance voting, please contact firstname.lastname@example.org.
In order to exercise their voting rights, shareholders may authorise a person to represent themselves and to exercise their voting rights at the Extraordinary general meeting. To minimise the number of people attending the meeting at the meeting venue, we recommend using the opportunity to authorise Lawyer Rickard Sandell (Borenius Attorneys Ltd), or a person authorised by him, to represent and exercise voting rights at the meeting.
Shareholder must register for the meeting in order to be able to authorise a proxy representative, even if the shareholder will not be attending the meeting in person.
Shareholder should make sure that their proxy form is delivered soonest either via email at email@example.com or by letter to Componenta Oyj / EGM, Teknobulevardi 7, FI-01530 Vantaa, Finland. Proxy documents should be delivered before the last date for registration, by 26 October 2020 at 4:00 p.m. EET.
Proxy form (including instructions on how to vote):
Shareholders have the opportunity to follow the Extraordinary General Meeting remotely instead of attending in person. Shareholders who are natural persons can order below a personal link to the EGM webcast by 29 October 2020 at 11:00 a.m. EET. Ordering the link requires identification with a personal bank identifier or mobile certificate. Owners of nominee-registered shares cannot order the video link.
Shareholders following the meeting remotely are not considered to attend the Extraordinary General Meeting and cannot speak or vote remotely. The language of the meeting will be Finnish.
The Notice to the Extraordinary General Meeting in full and other EGM related documents are published below.