PROPOSAL ON AUTHORIZATION OF THE BOARD OF DIRECTORS TO ACQUIRE THE COMPANY’S OWN SHARES
The Board of Directors of Exel Composites Plc proposes to the Annual General Meeting of Shareholders to be held on 31 March 2010 that the Board of Directors be authorized to decide on acquisition of the Company’s own shares (“Share Acquisition Authorization”) on the following terms:
The maximum number of shares to be acquired
By virtue of the authorization the Board of Directors is entitled to decide on acquiring a maximum of 600,000 Company’s own shares. The authorization shall also contain an entitlement for the Board of Directors to accept Company’s own shares as pledge.
Acquisition and consideration for the share
Own shares shall be acquired with unrestricted equity either a) through a tender offer made to all the shareholders on equal terms and for an equal price determined by the Board of Directors; or b) other than in proportion to the holdings of the shareholders, if the Company has a weighty financial reason to do so. The shares shall be acquired through public trading of the securities on the NASDAQ OMX Helsinki Ltd at the market price of the shares by the time of the acquisition.
The shares shall be acquired and paid in accordance with the Rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.
Retaining, cancelling and conveyance of the shares
Own shares acquired by the Company may be retained, cancelled by a separate decision of the Board of Directors or conveyed further.
The shares can be conveyed when used as consideration in possible mergers and acquisitions or other business arrangements, to finance investments or as a part of the Company’s incentive program for personnel.
Other terms and period of validity
The Board of Directors shall decide on all other terms of the share acquisitions.
The Share Acquisition authorization shall be valid until the next Annual General Meeting and it revokes the share acquisition authorization given by the Annual General Meeting on 16 April 2009.
In Vantaa, on 4th day of March 2010
EXEL Composites PLC
The Board of Directors