NOTICE TO EXEL COMPOSITES PLC EXTRAORDINARY GENERAL MEETING

Notice is given to the shareholders of Exel Composites Plc to the Extraordinary General Meeting of Shareholders to be held on Tuesday 10 December 2013 at 11.00 a.m. at Kansallissali, at the address of Aleksanterinkatu 44, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 10.00 a.m.

A. Matters on the agenda of the Extraordinary 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. Review by the Company’s CEO

7. Resolution on additional capital repayment

The Board of Directors proposes to the Extraordinary General Meeting that based on the adopted financial statements for the financial year ended on 31 December 2012 an additional capital repayment of EUR 0.50 per share be distributed to shareholders in addition to already paid dividend of EUR 0.30 per share decided by the Annual General Meeting on 27 March 2013. 

The additional capital repayment will be paid from the reserve for invested unrestricted equity. The additional capital repayment will be paid to shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. on the record date for payment 13 December 2013. The Board of Directors proposes to the Extraordinary General Meeting that the additional capital repayment be paid on 20 December 2013.

The Board of Directors of the Company considers that it will not propose any dividend distribution to the Annual General Meeting 2014 due to the additional capital repayment now proposed to the Extraordinary General Meeting. 

8. Closing of the Extraordinary General Meeting

B. Documents of the Extraordinary General Meeting

This notice, which includes the proposal of the Board of Directors in its entirety, is available on Exel Composites Plc’s website at www.exelcomposites.com on 14 November 2013. Also available on the website are the 2012 annual report of Exel Composites Plc, including the Company’s latest financial statements, consolidated financial statements, the review of the Board of Directors and the auditor’s report, as well as interim reports prepared after the end of the preceding financial period, the statement by the Board of Directors on the events occurring after the preparation of the latest interim report which have a material effect on the state of the Company, and the minutes of the Annual General Meeting held on 27 March 2013, which includes a resolution on the dividend payment made after the end of the preceding financial period. The abovementioned documents are also available at the Extraordinary General Meeting. The minutes of the meeting will be available on the abovementioned website as from 23 December 2013 at the latest.

C. Instructions for the participants in the Extraordinary General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on Wednesday 27 November 2013 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the Extraordinary 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 Extraordinary General Meeting, shall register for the meeting no later than on Wednesday 4 December 2013 at 4 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. Such notice can be given either:

a) on the Company’s website at www.exelcomposites.com/egm; or
b) by email to investor@exelcomposites.com; or
c) by telephone at +358 20 7541 225 from Monday to Friday between 9 a.m. and 4 p.m.; or
d) by telefax at +358 20 7541 201; or
e) by regular mail to the address Exel Composites Plc, Extraordinary 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 Extraordinary 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 Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e. on 27 November 2013, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Extraordinary 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 Wednesday 4 December 2013 at 10.00 a.m. As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting. 

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting. 

Possible proxy documents should be delivered in originals to Exel Composites Plc, Extraordinary General Meeting, Mäkituvantie 5, 01510 Vantaa, Finland, on Wednesday 4 December 2013 at the latest.

4. Other information

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

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


Vantaa, 14 November 2013


EXEL COMPOSITES PLC
Board of Directors

  

Further information:
Vesa Korpimies, President and CEO, Exel Composites Plc, tel. +358 50 590 6754, or email vesa.korpimies@exelcomposites.com
Ilkka Silvanto, CFO, Exel Composites Plc, tel. +358 50 598 9553, or email ilkka.silvanto@exelcomposites.com

Distribution:
NASDAQ OMX Helsinki Ltd.
Main news media
www.exelcomposites.com

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