EXEL OYJ STOCK EXCHANGE ANNOUNCEMENT 10.3.2003 at 9.00 1 (2)
NOTICE OF EXELS ANNUAL GENERAL MEETING
The shareholders of Exel Oyj are hereby invited to attend the Annual
General Meeting to be held on Thursday 10 April 2003 at 10.00 at the
World Trade Centers Marski Hall, Aleksanterinkatu 17, Helsinki,
Finland.
The following matters will be dealt at the meeting:
1. Matters pertaining to the Annual General Meeting as stated in
Article 13 of the companys Articles of Association
2.Proposal by the Board of Directors to increase the Companys share
capital
The Board proposes that the Board be authorized to decide on the
increase in the Companys share capital under the following terms:
The Board is authorized to decide to increase the companys share
capital by one or more rights issues in such a way that in virtue of
the authorization the companys share capital may be increased at most
by EUR 352,500. The authorization is valid until 10 April 2004.
In virtue of the authorization the Board may decide on who is entitled
to exercise subscription rights in connection with the rights issue,
the subscription price of the shares and on the criteria used to
determine the subscription price and other terms of the rights issue.
The pre-emptive right of shareholders to acquire shares may be
deviated provided that from the companys perspective important
financial grounds exist, such as the financing, implementation or
enabling of a business acquisition or another cooperative arrangement,
the strengthening or development of the companys financial or capital
structure or the implementation of other measures relative to the
development of the companys business. No decision may be taken for
the benefit of the companys insiders.
In virtue of the authorization the Board is entitled to decide on a
rights issue in such a way that a share subscription may be made in
kind or otherwise under certain terms.
Availability of the companys accounts and the Boards proposal
Documents relating to the companys accounts and the Boards proposal
described above will be available for inspection by shareholders as
from 10 March 2003 at the companys head office at Uutelantie 24 B,
Mäntyharju, Finland. Copies of the said documents will be sent to
shareholders on request.
Right to attend the meeting
A shareholder is entitled to attend the Annual General Meeting if
registered in the companys shareholder register maintained by the
Finnish Central Securities Depository Ltd no later than 31 March 2003.
2 (2)
Notification of intended attendance in the Annual General Meeting must
be given to the company by 4.00 pm Finnish time on 31 March 2003 by
letter addressed to Exel Oyj/Soile Parta, PO Box 29, 52701 Mäntyharju,
Finland, by telephone +358 15 3461 233/Soile Parta, by telefax +358 15
3461 215 or be e-mail to soile.parta@exel.fi. Written notifications
must arrive before the deadline stated above. Shareholders are asked
to deliver possible proxies to the aforementioned address in
connection with the notification.
Dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.20
per share be paid for the financial period that closed on 31 December
2002. Dividend is paid to a shareholder who is registered in the
companys shareholder register maintained by the Finnish Central
Securities Depository Ltd on 15 April 2003, the record date for
dividend distribution. The Board proposes to the AGM that dividend be
paid on 24 April 2003.
Composition of the Board of Directors
One member of the Board of Directors, Juhani Sammasmaa has announced
to the company that he will not stand for re-election to the Board.
Shareholders representing some 63% of all of the companys votes have
announced that they will propose to the AGM that the following
persons, all of whom have given their consent, be re-elected to seats
on the Board: Kari Haavisto, Peter Hofvenstam, Vesa Kainu and Mika
Sulin. They will also propose that Ole Mattson be elected as new
member and Chairman of the Board the Board of Directors. Mattson is
consultant and a member of a number of non-executive boards. He is a
former member of the Board of Management in Akzo Nobel Group and COO
of its coating activity.
Helsinki, 10 March 2003
EXEL OYJ
Board of Directors