Resolutions of the Exel Composites Annual General Meeting 2018
EXEL COMPOSITES PLC – STOCK EXCHANGE RELEASE – 22 MARCH – 2018 at 12:45 EET
The Annual General Meeting, AGM, of Exel Composites Plc was held on 22 March 2018 and adopted the following resolutions:
Adoption of the financial statements
The AGM adopted the financial statements of the parent company and the Group for 2017. 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 2017.
The AGM decided that a dividend of EUR 0.30 per share be paid for the financial year that closed on 31 December 2017. 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, 26 March 2018. The dividend will be paid on 4 April 2018.
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 as members of the Board of Directors: Mr Petri Helsky, Mr Kai Kauto, Mr Reima Kerttula, Ms Helena Nordman-Knutson and Mr Jouko Peussa. 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 2019.
The AGM resolved that the annual remuneration for the Board members shall be as follows: yearly remuneration of EUR 41,000 (previous year EUR 41,000) for the Chairman of the Board of Directors and additionally EUR 1,500 (1,500) for attendance at Board and committee meetings and other similar all-day Board assignments, and the other Board members be paid a yearly remuneration of EUR 19,000 (previous year EUR 19,000) and additionally EUR 1,000 (1,000) for attendance at Board and committee meetings and other similar all-day 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 26 March - 13 April 2018 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.
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 2019. The full authorization decision is available on the company's website at www.exelcomposites.com.
The AGM resolved to appoint a permanent Shareholders’ Nomination Board to prepare in the future proposals concerning the Board members and their remuneration for the General Meeting. In addition, the Annual General Meeting adopted the Charter of the Shareholders’ Nomination Board, which regulates the nomination and composition of the Nomination Board and defines its tasks. The Charter is available on the company's website at www.exelcomposites.com.
Articles of Association
The AGM resolved to amend the Articles section 9 § of the Articles of Association as follows:
9 § Auditor: The Company has one auditor that shall be an audit firm referred to in the Auditing Act with a KHT certified auditor acting as the auditor with principal responsibility. The auditor's term of office ends at the close of the first Annual General Meeting following election.
President and CEO's review
The President and CEO's review is available on the company's website at www.exelcomposites.com.
The minutes of the AGM will be available at www.exelcomposites.com as of 5 April 2018.
Vantaa, 22 March April 2018
Exel Composites Plc
Board of Directors