PROPOSAL ON AUTHORIZATION OF 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 to the Annual General Meeting to be held on 17 March 2016 that the Board of Directors be authorized to decide on the share issue and/or issuance of option rights, convertible bonds and/or other special rights entitling to shares on the following terms and conditions:
Share issue and special rights entitling to shares
The Board of Directors is entitled 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/orother 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.
Shareholder’s pre-emption right and directed share issue
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.
Share issue againstp ayment and for free
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.
Recording the subscription or conveyance price
The Board of Directors has 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.
Other terms and period of validity
The Board of Directors shall decide on all other terms and conditions related to the authorizations. Th eauthorizations shall be valid until 30 June 2019 and they shall revoke the authorizations given by the Annual General Meeting on 27 March 2013.
Vantaa, 18 February2016
Exel Composites Plc
The Board of Directors