Annual General Meeting
The highest decision-making power in the Company is exercised by shareholders at General Meetings (GM) convened by Exel Composites' Board of Directors. These meetings consist of Annual General Meetings and, if necessary, Extraordinary General Meetings. The General Meetings shall be held either in Mäntyharju, Helsinki or Vantaa, Finland.
The Annual General Meeting (AGM) will be held on a date before the end of June, as determined by the Board. The AGM shall consider matters presented for its attention in the Articles of Association, including approving the financial statements, deciding on the distribution of dividends, amending the Articles of Association and electing the members of the Board of Directors and the auditors. The AGM also confirms the remuneration paid to members of the Board as well as handles other proposals made to the General Meeting.
When considered necessary, an Extraordinary General Meeting is convened to handle a specific proposal made to a General Meeting.
Usually, a General Meeting handles the matters placed on the agenda by the Board of Directors. According to the Finnish Companies Act, a shareholder may, however, present a written request to the Company’s Board of Directors to place a matter on the agenda of the next General Meeting. The request is always deemed to have arrived in sufficient time, if the Board has been notified of it four weeks before the delivery of the notice of the General Meeting at the latest. Exel Composites will state well in advance on its website the date by which a shareholder must declare his or her demands. In addition, the Company will specify the mail or e-mail address to which a shareholder shall send such a demand on its website.
If a shareholder, or shareholders, holding a minimum of 10 per cent of all shares, or the Company’s auditor, request in writing for the handling of a specified matter at a General Meeting, the Board of Directors shall without delay convene an Extraordinary General Meeting to handle the requested matter.
Attendance of the members of the Board and the President and CEO
The Company’s aim is that all members of the Board of Directors and the President and CEO as well as the auditor attend the General Meetings unless there are well-founded reasons for their absence. Furthermore, the Company's aim is that a person proposed for the first time as the member of the Board attends the General Meeting that decides on his/her election unless there are well-founded reasons for the absence.
Exel Composites has only one class of shares. In the General Meeting, all shares carry equal voting rights.The Articles of Association of Exel Composites have no redemption clauses. The Company is not aware of any shareholder agreements concerning either the ownership of the company's shares or the exercise of the associated voting rights.