Resolutions of the Exel Composites Annual General Meeting 2017
EXEL COMPOSITES PLC – STOCK EXCHANGE RELEASE – 4 APRIL – 2017 at 14:00 EET
Resolutions of the Exel Composites Annual General Meeting 2017
The Annual General Meeting, AGM, of Exel Composites Plc was held on 4 April 2017 and adopted the following resolutions:
Adoption of the financial statements
The AGM adopted the financial statements of the parent company and the Group for 2016. The AGM also discharged the members of the Board of Directors and the President and CEO of Exel Composites Plc from liability for the financial year 2016.
Dividend
The AGM decided that a dividend of EUR 0.10 per share be paid for the financial year that closed on 31 December 2016. The dividend will be paid to shareholders registered in the Company's shareholder register maintained by Euroclear Finland Ltd. on the record date for dividend payment, 6 April 2017. The dividend will be paid on 13 April 2017.
Composition of the Board of Directors and remuneration
The AGM elected to the Board of Directors five members based on the proposal by the Nomination Board. The following members of the Board of Directors were re-elected: Mr Petri Helsky, Mr Reima Kerttula and Mr Jouko Peussa. Mr Kai Kauto and Ms Helena Nordman-Knutson were elected as new members of the Board of Directors. The resumés of the members of the Board of Directors are available at www.exelcomposites.com.
The term of office of the Board members continues until the end of next Annual General Meeting.
Based on the proposal by the Nomination Board, the AGM re-elected Reima Kerttula as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2018.
The AGM resolved that the annual remuneration for the Board members shall be as follows: yearly remuneration of EUR 41,000 (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, and the other Board members be paid a yearly remuneration of EUR 19,000 (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% would be paid in cash and 40% in Exel Composites Plc shares, which would be acquired directly for and on behalf of the members of the Board of Directors during 6 April - 27 April 2017 from the stock exchange market in amounts corresponding to EUR 16,400 for the Chairman and EUR 7,600 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.
Auditor
Ernst & Young Oy, Authorized Public Accountants, with Mr Antti Suominen, APA, having the principal responsibility, was re-elected as auditor of the Company for the term that will continue until the end of the next Annual General Meeting.
Authorization for the repurchase of the Company's own shares
The AGM authorized the Board of Directors to decide on the repurchase of the Company’s own shares by using unrestricted equity. The maximum amount to be acquired is 600,000 shares. 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. The authorization is valid until 30 June 2018. The full authorization decision is available at www.exelcomposites.com.
Nomination Board
The AGM resolved to appoint a Nomination Board to prepare proposals concerning Board members and their remunerations for the following AGM. 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 30 September 2017. 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 2017. Should a shareholder not wish to use its right to nominate, this right would be passed on to the next largest shareholder.
President and CEO's review
The President and CEO's review is available on the Company website atwww.exelcomposites.com.
The minutes of the AGM will be available atwww.exelcomposites.comas of 18 April 2017.
Vantaa, 4 April 2017
Exel Composites Plc
Board of Directors
For further information, please contact:
Riku Kytömäki, President and CEO
tel. +358 50 511 8288
riku.kytomaki@exelcomposites.com
Mikko Kettunen, CFO
tel. +358 50 347 7462
mikko.kettunen@exelcomposites.com
Distribution
Nasdaq Helsinki Ltd
Main news media
www.exelcomposites.com