Share issue

PROPOSAL ON AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE SHARE ISSUE AND SPECIAL RIGHTS, OPTION RIGHTS AND/OR CONVERTIBLE BONDS

The Board of Directors of Exel Plc proposes to the Annual General Meeting of Shareholders to be held on 16 April 2009 that the Board of Directors be authorised to decide to issue new shares and/or to convey the Company’s own shares and/or to grant special rights referred to in Chapter 10, section 1 of the Companies Act (“Share Issue Authorisation”) on the following terms and conditions:

Number of shares

The Board of Directors are entitled to decide on the issue of a maximum of 2,400,000 new shares and on the conveyance of a maximum of 600,000 Company’s own shares that are in the Company’s possession.

Special rights

By virtue of the authorisation, the Board of Directors also has the right to grant option rights, convertible bonds and/or special rights referred to in Chapter 10, Section 1 of the Companies Act, which entitle to new shares or the company's own shares against payment in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price.

Share issue

New shares may be issued and the Company’s own shares may be conveyed against payment.

Shareholder’s pre-emption and directed share issue

New shares may be issued and the Company’s own shares may be conveyed

·         to the Company’s shareholders in proportion to their current shareholdings in the Company; or

·         waiving the shareholder’s pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so, such as using the shares as consideration in possible mergers and acquisitions and other business arrangements, to finance investments or as a part of the Company’s incentive program for personnel.

Recording the subscription or conveyance price

The Board of Directors has the right to decide that the amount payable for issued new shares or conveyed own shares shall be either entirely or partially entered into the invested unrestricted equity fund to the extent and manner decided by the Board of Directors.

Other terms and period of validity

The Board of Directors shall decide on all other terms of the share issues.

The Share Issue Authorisation is valid until 16 April 2010.

 

In Vantaa, on 26 February 2009

 

EXEL PLC

The Board of Directors

Exel Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland, Tel +358 20 7541 200, Fax +358 20 7541 201