Notice to Exel Composites Plc Annual General Meeting

Notice is given to the shareholders of Exel Composites Plc to the Annual General Meeting of Shareholders to be held on Thursday 17 March 2016 at 10.30 a.m. at Radisson Blu Royal Hotel, at the address of Runeberginkatu 2, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m.

A. Matters on the agenda of the Annual General Meeting and their course of procedure

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the consolidated financial statements, the review of the Board of Directors and the auditor’s report fort he year 2015

Review by the CEO

7. Adoption of the financial statements and consolidated financial statements

8. Resolution on the dispose of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.22 per share be paid based on the adopted financial statements for the financial year ended on 31 December 2015. The dividend will be paid to shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. on the record date for dividend 21 March 2016. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 30 March 2016.

9. Resolution on the discharge of the members of theBoard of Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board elected by the Annual General Meeting of Exel Composites Plc proposes to the Annual General Meeting of 17 March 2016 that the annual remuneration for the Board members shall be as follows: Yearly remuneration of EUR 36,000 (previous year EUR 36,000) for the Chairman of the Board of Directors and additionally EUR 1,500 for attendance at Board and committee meetings and other similar Board assignments, yearly remuneration of EUR 27,000 for the Vice Chairman of the Board of Directors and additionally EUR1,250 for attendance at Board and committee meetings and other similar Board assignments and the other Board members be paid a yearly remuneration of EUR 18,000 (previous year EUR 18,000) and additionally EUR 1,000 for attendance at Board and committee meetings and other similar Board assignments. 
 

Out of the yearly remuneration 60 per cent would bepaid in cash and 40 per cent in Exel Composites Plc shares, which would be acquired directly for and on behalf of the members of the Board of Directors during 21 March – 8 April 2016 from the stock exchange market in amounts corresponding to EUR 14,400 for the Chairman, EUR 10,800 for the Vice Chairman and EUR 7,200 for each of the other members. The annual remuneration shall encompass the full term of office of the Board of Directors. If the required amount of shares cannot be acquired during the specified period in accordance with applicable rules and regulations, the part of yearly remuneration to be paid in shares which could not be acquired can be paid in cash. Should the term of any member of the Board of Directors come to an end for whatever reason before the next Annual General Meeting, such member of the Board of Directors will have to return to the Company the remuneration or equivalent amount in cash already received but not yet earned at that point in time. 

The Nomination Board also proposes that travel expenses and other out-of-pocket expenses arising from the Board work be compensated in accordance with the Company’s established practice and travel rules.

11. Resolution on the number of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that five (5) members be elected to the Board of Directors.

12. Election of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the current members of the Board of Directors, Heikki Hiltunen, Matti Hyytiäinen and Reima Kerttula be re-elected as members of the Board fort he term ending at the closure of the Annual General Meeting of  2017. TheNomination Board also proposes that Jouko Peussa and Petri Helsky be elected as new members of the Board of Directors. 

Jouko Peussa (58) is currently Engineering &Technology Director of Ingersoll Rand Compression Technologies. Ingersoll Rand is an international company with a turnover of USD 12.9 billion. Jouko Peussa has served Ingersoll Rand in various senior management positions. He is a Licenciate of Technology. 

Petri Helsky (49) is currently CEO of Metsä Tissue.Metsä Tissue is an international company producing tissue paper and baking and cooking paper with a turnover of some EUR 1 billion. Previously Petri Helsky has served Kemira in several senior management positions. He holds an M.Sc. inEconomics and an M.Sc. in Engineering. 

Peter Hofvenstam (Chairman of the Board since 2008 and member of the Board since 2001) and Kerstin Lindell (member of the Board since 2014) have informed that they are not available for re-election.

The Nomination Board further proposes that the Annual General Meeting resolves to elect Reima Kerttula as Chairman of the Board of Directors and Matti Hyytiäinen as the Vice Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2017. 
 

All nominees have given their consent for the election.The presentation of persons proposed for Exel Composites Plc's Board of Directors and the evaluation regarding their independence can be found on the Company’s website at www.exelcomposites.com. 

13. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor’s compensation be paid against an invoice as approved by the Company.

14. Election of auditor

The Board of Directors proposes that the Company’s present auditor, Ernst & Young Oy, Authorized Public Accountants, be re-elected as auditor of the Company for the term that will continue until the end of the next  Annual General Meeting. The proposed auditor has given its consent for the election.Ernst & Young has announced Mr. Juha Hilmola, APA, to be the auditor with principal responsibility.

15. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the Annual General Meeting would resolve on authorizing the Board of Directors to decide on the repurchase of the Company’s own shares on the following terms:
 

By virtue of the authorization the Board of Directors is entitled to decide on the repurchase of a maximum of 600,000 Company’s own shares, which corresponds to approximately 5.0 per cent of the shares in the Company. The authorization 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 authorization shall not exceed one tenth(1/10) of all outstanding shares of the Company. 

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 Helsinki Ltd at the market price of the time of the repurchase, provided that the Companyhas a weighty financial reason thereto. 

The shares shall be acquired and paid in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. 

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.  

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

The share repurchase authorization shall be valid until 30 June 2017 and it shall revoke the repurchase authorization given by the Annual General Meeting on 26 March 2015. 

16. Authorizing the Board of Directors to decide on the share issue and/or issuance of option rights, convertible bonds and/or other special rights entitling to shares 

The Board of Directors proposes that the Annual General Meeting would resolve on authorizing the Board of Directors to decide on the issuance of a maximum of 1,189,684 new shares,corresponding to 10 per cent of the shares in the Company, and/or conveyance of a maximum of 600,000 Company’s own shares. By virtue of the authorization, the Board of Directors also has the right to grant option rights, convertible bonds and/or other 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.

New shares may be issued and the Company’s own shares held by the Company 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. 

New shares may be issued and the Company’s own shares held by the Company may be conveyed either against payment or for free. A directed share issue may be free only if there is an especially weighty financial reason both for the Company and with regard to the interests of all shareholders in the Company, such as using the shares as a part of the Company’s incentive program for personnel. The new shares may also be issued in a free share issue to the Company itself.

The Board of Directorshas the right to decide that the possible subscription price for issued new shares or the possible consideration payable for the 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.  

The Board of Directors shall decide on all other terms and conditions related to the authorizations.The authorizations shall be valid until 30 June 2019 and they shall revoke the authorizations given by the Annual General Meeting on 27 March 2013.

17. Appointment of a Nomination Board

The Board of Directors proposes 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’sshareholder register held by Euroclear Finland Oy as of the 1st working day in October preceding the next Annual General Meeting. Should a shareholder not wish to use his/her right to nominate, this right would be passed on to the next largest shareholder
.

If a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in his/her share of ownership, or whose holdings are nominee registered, makes a written request to such effect to the Chairman of the Board of Directors by 30 September 2016, such shareholder’s holdings in several funds or nominee register will be considered together with the potential directly registered holdings of said shareholder when calculating the share of votes which determines the nomination right. The request must be accompanied by sufficient evidence of title to the nominee registered shares or of the obligation to take the holdings into account under the Finnish Securities Markets Act.

The Nomination Board would be convened by the Chairman of the Board of Directors, and the Nomination Board would choose a chairman from among its own members.

The Nomination Board shall give its proposal to the Board of Directors of the Company at the latest by 31 January 2017.

18. Closing of the Annual General Meeting


B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda as well as this notice are available on Exel Composites Plc’s website at www.exelcomposites.com. The annual financial report of Exel Composites Plc, including the Company’s financial statements, consolidated financial statements, the review of the Board of Directors and the auditor’s report, is available on the above-mentioned website no later than 25 February 2016. The proposals for the decisions as well as the annual financial report are also available at the Annual General Meeting. The minutes of the Meeting will be available on the above-mentioned website as from 31 March 2016.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on Monday 7 March 2016 in the shareholders’register of the Company held by Euroclear Finland Ltd., has the right toparticipate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
 

A shareholder, who is registered in the shareholders’register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than Thursday 10 March 2016 at4 p.m. by giving a prior notice of participation to the Company, which shall be received by the Company no later than on the above-mentioned date and time. Such notice can be given either:

a) on the Company’s website www.exelcomposites.com/agm; or
b) by email to investor@exelcomposites.com; or
c) by telephone at +358 20 7541 221 from Monday to Friday between 9 a.m. and 4 p.m.; or
d) by regular mail to the address Exel Composites Plc, Annual General Meeting, Mäkituvantie 5, 01510 Vantaa, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name and personal identification number of a possible assistant or proxy representative.The personal data given to Exel Composites Plc is used only in connection with the Annual General Meeting and with processing of related registrations.

2. Holders of nominee registered shares 

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 7 March 2016, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by Monday 14 March 2016 at 10.0 0a.m. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting. 

A holder of nominee registered shares is advised tor equest without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank.The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
 

Possible proxy documents should be delivered in originals to the address Exel Composites Plc, Annual General Meeting, Mäkituvantie 5, 01510 Vantaa, Finland, before the end of the registration period.

4. Other information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting hast he right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting, the total number of shares and votes in Exel Composites Plc is 11,896,843.



Vantaa, 18 February 2016


EXEL COMPOSITES PLC
Board of Directors

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