PROPOSAL ON APPOINTMENT OF A NOMINATION BOARD
The Board of Directors proposes to the Annual General Meeting to be held on 26 March 2015 that the Annual General Meeting shall resolve to appoint a Nomination Board to prepare proposals concerning Board members and their remunerations for the following Annual General Meeting. The Nomination Board would consist of the representatives of the four largest shareholders and of the Chairman of the Board of Directors, acting as an expert member. 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 the 1st working day in October preceding the next Annual General Meeting. In addition, shareholders who under the Finnish Securities Markets Act have an obligation to disclose changes in ownership (shareholder subject to disclosure notification by flagging) will be taken into account when forming the Nomination Board provided that they notify their shareholdings to the Board of Directors in writing by 30 September 2015. Should a shareholder not wish to use its right to nominate, this right would be passed on to the next largest shareholder.
The Nomination Board would be convened by the Chairman of the Board of Directors, and the Board would choose a chairman from among its own members.
The Nomination Board should give its proposal to the Board of Directors of the Company at the latest by 31 January 2016.
Vantaa, 18 February 2015
Exel Composites Plc
The Board of Directors