PROPOSAL ON AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY’S OWN SHARES
The Board of Directors proposes to the Annual General Meeting to be held on 27 March 2013 that the Board of Directors be authorised to decide on the repurchase of the Company’s own shares on the following terms:
The maximum number of shares to be repurchased
By virtue of the authorisation the Board of Directors is entitled to decide on the repurchase of a maximum of 600,000 Company’s own shares. The authorisation shall also contain an entitlement for the Company to accept its own shares as pledge.
The number of shares that can be acquired or held as pledges by the Company on the basis of this authorisation shall not exceed one tenth (1/10) of all outstanding shares of the Company.
Directed repurchase and consideration for a share
Own shares may be repurchased in deviation from the proportion to the holdings of the shareholders with unrestricted equity through trading of the securities on regulated market organized by NASDAQ OMX Helsinki Ltd at the market price of the time of the repurchase provided that the Company has a weighty financial reason thereto.
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
Shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, as part of the Company’s incentive program or to be retained, otherwise conveyed or cancelled by the Company.
Other terms and period of validity
The Board of Directors shall decide on other terms of the share repurchase.
The share repurchase authorisation shall be valid until 30 June 2014 and it shall revoke the repurchase authorisation given by the Annual General Meeting on 29 March 2012.
Vantaa, 28 February 2013
EXEL Composites PLC
The Board of Directors