Resolutions of Annual General Meeting and Board of Directors of Componenta Corporation

Componenta Corporation, Stock Exchange Release, 14 April 2026 at 12.15 p.m. EEST

Componenta Corporation’s Annual General Meeting was held today, 14 April 2026, in Vantaa.

The AGM supported all the proposals presented to the meeting and adopted by way of an advisory resolution the remuneration report. The AGM adopted the company’s financial statements and consolidated financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial period of 1 Jan–31 Dec, 2025.

Resolution on the use of profit shown on the balance sheet

In accordance with the proposal by the Board of Directors, the AGM decided that no dividends will be distributed on the basis of the balance sheet established for the financial year that ended on 31 December 2025.

Composition and remuneration of the Board of Directors

In accordance with the proposal by the Shareholders’ Nomination Board, the AGM resolved that the annual remuneration payable to the Chairman of the Board shall be EUR 50,000 and the annual remuneration payable to other members of the Board of Directors shall be EUR 30,000. Members of possible committees of the Board of Directors will be paid an annual remuneration of EUR 5,000. In addition, a meeting specific fee of EUR 1,000 will be paid to a Board member who lives outside Finland and travels to Finland for a meeting. Travel expenses of the members of the Board of Directors shall be compensated in accordance with the company’s travel policy.

In accordance with the proposal by the Shareholders’ Nomination Board, the number of members of the Board of Directors was confirmed to be four (4). The AGM re-elected the current members of the Board of Directors Tomas Hedenborg, Anne Koutonen, Harri Suutari and Lars Wrebo. The term for the members of the Board of Directors expires at the close of the next AGM.

Election and remuneration of the Auditor

The AGM elected the audit firm PricewaterhouseCoopers Oy as the Auditor for the next term of office. PricewaterhouseCoopers Oy has informed that Ylva Eriksson, Authorised Public Accountant (APA), will act as the responsible auditor. The renumeration for the Auditor will be paid according to an invoice approved by the company.

Election and remuneration of the Sustainability Reporting Assurer

The AGM selected BDO Oy as the Sustainability Reporting Assurer. BDO Oy has informed that APA, Authorised Sustainability Auditor Laura Castrén will act as the principally responsible sustainability reporting assurer. The remuneration for the Sustainability Reporting Assurer will be paid according to an invoice approved by the company.

In connection with the directive amending the European Union's sustainability reporting obligations, a legislative amendment has been proposed, as a result of which the company may no longer be subject to the sustainability reporting obligations in force on the date of the notice to the general meeting in the financial year 2026. The general meeting decided that the election of the sustainability reporting assurer be made conditional, so that the election becomes effective only if the company is obliged under the law in force at the end of the financial year 2026 to prepare a sustainability report for the financial year 2026 and to obtain an assurance for it.

Authorising the Board of Directors to decide on the share issue

In accordance with the Board of Director’s proposal the AGM authorised the Board of Directors to decide on share issues in one or several tranches and terms and conditions concerning these share issues. The issuance of shares may be carried out by offering new shares or transferring treasury shares held by the company. The total number of shares to be issued or transferred under the authorisation may not exceed 974,504 shares, which corresponds to approximately 9.9 per cent 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. A share issue may also be a directed share issuance, and the authorisation also includes the right to decide on issuing new shares to the company itself without consideration. The Board of Directors may use the authorisation for example as compensation in acquisitions, to develop capital structure, to broaden the ownership base, to acquire assets related to the company’s business or to finance or carry out other business transactions, or for other purposes decided by the Board of Directors. However, the authorisation may not be used for the implementation of incentive programs of the company’s management or key personnel. The authorisation is valid until the end of the next Annual General Meeting, but no longer than until 30 June 2027 at the latest.

Authorising the Board of Directors to decide on issuing shares, stock options and other special rights entitling to shares for the purposes of incentive plans

In accordance with the Board of Directors’ proposal the General Meeting authorised the Board of Directors to decide on the issue of shares, stock options and other special rights entitling to shares, as referred to in Chapter 10, Section 1 of the Limited Liability Companies Act, in one or several tranches, as well as decide on terms and conditions in relation thereto. The total number of shares to be issued or transferred under the authorisation may not exceed 491,500 shares (including shares issued based on the special rights), which corresponds to approximately 4.99 per cent of all the shares in the company. Pursuant to the authorisation, new shares may be issued and treasury shares held by the company may be transferred. New shares may be issued and treasury shares held by the company may be transferred either for consideration or without consideration. The authorisation also includes the right to decide on issuing new shares to the company itself without consideration. Shares, stock options or other special rights entitling to shares may be issued in a directed issue as part of the implementation of the company’s share-based incentive schemes, such as the implementation of stock options and restricted share plan planned by the Board of Directors. Shares may be issued free of charge on a directed basis, if there is a particularly weighty financial reason from the company’s point of view and taking into account the interest of all its shareholders. The authorisation is valid until 14 April 2031.

Minutes of the General Meeting

The minutes of the General Meeting will be made available at the Componenta website at www.componenta.com no later than on 28 April 2026.

Decisions of the Board of Directors’ organizing meeting

At its organizing meeting held after the AGM, the Board of Directors elected Harri Suutari as Chairman of the Board and Anne Koutonen as Vice Chairman of the Board.

 

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

Distribution:
NASDAQ Helsinki
Main 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