PROPOSAL ON APPOINTMENT OF A SHAREHOLDERS’ NOMINATION BOARD
The Board of Directors proposes tothe Annual General Meeting to be held on 17 March 2016 that the Annual General Meeting shall resolve to appoint a Shareholders’ 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. Should a shareholder not wish to use his/her right to nominate, this right would be passed on to then ext 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.
Vantaa, 18 February 2016
Exel Composites Plc
The Board of Directors