The Board of Directors proposes to the Annual General Meeting to be held on 22 March 2018 that the Annual General Meeting shall resolve to appoint a permanent Shareholders’ Nomination Board to prepare in the future proposals concerning the Board members and their remuneration for the General Meeting. In addition, the Board of Directors proposes that the Annual General Meeting adopts the Charter of the Shareholders’ Nomination Board, which regulates the nomination and composition of the Nomination Board and defines its tasks. The Charter is available as an appendix to the proposal of the Board of Directors on the company's website at

According to the proposal, the representatives of the four largest shareholders and the Chairman of the Board of Directors, acting as an expert member, are annually appointed to the Nomination Board. The Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the Company’s shareholder register held by Euroclear Finland Oy as of 30 September each year. In addition, shares that are included in a shareholder's holdings and proportion of voting rights calculated in accordance with Chapter 9, Sections 5 and 6 of the Finnish Securities Markets Act and nominee-registered shares are taken into account in the determination of the largest shareholders, provided that they make such request and notify their shareholdings to the Board of Directors in writing by 30 September each year. The request must include sufficient evidence of title to the nominee-registered shares or of the obligation to take holdings into account under the Finnish Securities Markets Act. Should a shareholder not wish to use its right to nominate, this right would be passed on to the next largest shareholder who otherwise would not be entitled to appoint a member. The members of the Nomination Board shall be appointed annually and their term of office shall end when new members are appointed to replace them.


Vantaa, 15 February 2018


The Board of Directors

Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland