Articles of Association

Business ID code: 1067292-7

 

EXEL COMPOSITES PLC

ARTICLES OF ASSOCIATION

1 § Company name and domicile
The company's business name is Exel Composites Oyj, in English Exel Composites Plc and its domicile is Mäntyharju.

2 § Sphere of operations
The company's sphere of operations is the marketing, sales, development and production of semi-finished products, by-products and products related to composite and other developed materials and the sports equipment industry and the development of the technology and production methods related to said operations. The company may engage in these operations itself or via its subsidiaries.

3 § Book-entry system
The company's shares are in the book-entry system.

4 § Board of Directors
The company is managed by a Board of Directors, which has at least three (3) and at most eight (8) ordinary members.

5 § Managing Director
The company has a Managing Director appointed by the Board of Directors who shall conduct the routine administration of the company in accordance with instructions and regulations issued by the Board.

6 § Representing the company
The Managing Director, the members of the Board of Directors and persons authorized by the Board of Directors represent the company, always two together.

7 § Procuration
The Board of Directors decides on the granting of procuration.

8 § Financial year
The company's financial year is the calendar year.

9 § Auditor
The company has one regular auditor who must be approved by the Central Chamber of Commerce.

The auditor's term of office ends at the close of the first Annual General Meeting following election.

10 § Invitations to meetings
An invitation to a General Meeting must be delivered to shareholders at the earliest two months and at the latest three (3) weeks before the Meeting, however, at the latest nine (9) days before the record date of the Meeting by publishing the invitation on the Company website or dispatching it to each shareholder by registered mail to the address entered in the shareholders' register or otherwise verifiably in writing.

In order to participate in the Annual General Meeting, a shareholder must so inform the company at the latest on the date stated in the invitation to the Meeting, which cannot be more than ten days before the Meeting.

11 § Annual General Meeting
An Annual General Meeting must be held annually before the end of June in either Mäntyharju, Helsinki or Vantaa on a date specified by the Board.

At the Annual General Meeting the following shall be presented:

  1. financial statements, including the consolidated financial statement, and the annual review;
  2. auditor's report;

decided:

  1. adoption of the financial statements and the consolidated financial statements;
  2. disposal of the profit in the adopted balance sheet;
  3. granting discharge from liability to the members of the Board of  Directors and the Managing Director;
  4. the number of members of the Board of Directors and the fees to be paid
  5. the fees to be paid to the auditor;

elected:

  1. members of the Board of Directors, and
  2. auditor.
Exel Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland, Tel +358 20 7541 200, Fax +358 20 7541 201