Exel Composites Oyj - Prospectus/Announcement of Prospectus

The Finnish Financial Supervisory Authority has approved Exel Composites Plc's rights offering prospectus

EXEL COMPOSITES PLC     STOCK EXCHANGE RELEASE     23 MAY 2024 AT 16:00 EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO
THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE
OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.

Exel Composites Plc (the “Company”) disclosed in a stock exchange release on 17
May 2024 a resolution by the Company's Board of Directors on a rights issue of
approximately EUR 21.8 million and its terms and conditions. In the Offering,
the Company offers up to 94,831,552 new shares (the “Offer Shares”) for
subscription to the Company's existing shareholders in accordance with the pre
-emptive right of shareholders with a subscription price of EUR 0.23 per Offer
Share (the “Offering”) based on the authorisation granted by the Extraordinary
General Meeting of the Company held on 17 May 2024.

The Finnish Financial Supervisory Authority has approved the Finnish language
prospectus prepared in relation to the Offering (the “Prospectus”). The
Prospectus will be available on the Company's website at https://investors
-fi.exelcomposites.com/osakeanti on or about 24 May 2024 as well as at the
Company's registered office at Mäkituvantie 5, 01510 Vantaa, Finland on or about
24 May 2024. In addition, the Finnish Prospectus will be available on Nordea
Bank Abp's website at https://www.nordea.fi/exel-composites on or about 24 May
2024. The unofficial English-language translation of the Prospectus will be
available on the Company's website at
https://investors.exelcomposites.com/rightsissue and on Nordea Bank Abp's
website at https://www.nordea.fi/exel-composites-en on or about 24 May 2024.

The subscription period of the Offering will commence on 24 May 2024 at 9:30 am
Finnish time and end on 7 June 2024 at 4:30 pm Finnish time. The subscription
rights are freely transferrable and trading in the subscription rights on the
official list of Nasdaq Helsinki Ltd will take place between 24 May 2024 and 3
June 2024 provided that Nasdaq Helsinki approves the Company's listing
application and the subscription period is not extended.

Danske Bank A/S, Finnish branch and Nordea Bank Abp act as the joint global
coordinators of the Offering (the “Joint Global Coordinators”), and Nordea Bank
Abp acts also as the Issuer Agent. Borenius Attorneys Ltd acts as legal counsel
to the Company, Roschier, Attorneys Ltd. as legal counsel to the Joint Global
Coordinators and Hill & Knowlton Finland Oy as the communications advisor to the
Company.

Additional Information:

Lilli Riikonen, Head of Investor Relations

investor@exelcomposites.com

tel. +358 50 351 1128

Mikko Rummukainen, CFO

tel. +358 20 754 1335

Distribution:

Nasdaq Helsinki
Media
https://exelcomposites.com

Exel Composites in brief

Exel Composites is one of the largest manufacturers of composite profiles and
tubes made with pultrusion and pullwinding technologies and a pultrusion
technology forerunner in the global composite market. Our forward-thinking
composite solutions made with continuous manufacturing technologies serve
customers in a wide range of industries around the world. You can find our
products used in applications in diverse industrial sectors such as wind power,
transportation and building and infrastructure.

Our R&D expertise, collaborative approach and global footprint set us apart from
our competition. Our composite solutions help customers save resources, reduce
products' weight, improve performance and energy efficiency, and decrease total
lifetime costs. We want to be the first choice for sustainable composite
solutions globally.

Headquartered in Finland, Exel Composites employs over 600 forward-thinking
professionals around the world and is listed on Nasdaq Helsinki. To find out
more about our offering and company please visit visit www.exelcomposites.com.

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States.
Securities may not be sold in the United States absent registration with the
United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended. The Company does
not intend to register any part of the Offering in the United States or to
conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law, and persons into
whose possession any document or other information referred to herein comes
should inform themselves about and observe any such restrictions. The
information contained herein is not for publication or distribution, directly or
indirectly, in or into United States, Australia, Canada, Hong Kong, Japan, New
Zealand, Singapore or South Africa. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This release is not directed to, and is not intended for
distribution to or use by, any person or entity that is a citizen or resident or
located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would be contrary to law or
regulation or which would require any registration or licensing within such
jurisdiction.

In any EEA Member State, other than Finland, and in the United Kingdom this
release is only addressed to and is only directed at qualified investors in that
Member State or in the United Kingdom within the meaning of Regulation (EU)
2017/1129 (the “Prospectus Regulation”), which forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

This release is only being distributed to and is only directed at (i) persons
who are outside the United Kingdom or are qualified investors within the meaning
of the Prospectus Regulation as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 and are also; (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as “relevant persons”). Any securities mentioned herein are only
available to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such securities will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this
release or any of its contents.

This release does not constitute a prospectus as defined in the Prospectus
Regulation and as such, does not constitute or form part of and should not be
construed as, an offer to sell, or the solicitation or invitation of any offer
to buy, acquire or subscribe for, any securities or an inducement to enter into
investment activity.

Full terms, conditions and instructions for the Offering are included in the
prospectus that has been prepared by the Company in connection with the
Offering. The Finnish-language prospectus is available on the Company's website
at https://investors-fi.exelcomposites.com/osakeanti.

An investor is advised to read the prospectus before making an investment
decision to fully understand the risks and rewards associated with the
investment. The approval by the Finnish Financial Supervisory Authority of the
prospectus shall not be considered as an endorsement of the securities offered.

No part of this release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or investment
decision whatsoever. The information contained in this release has not been
independently verified. No representation, warranty or undertaking, expressed or
implied, is made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the opinions
contained herein. The Company or any of its respective affiliates, advisors or
representatives or any other person, shall have no liability whatsoever (in
negligence or otherwise) for any loss however arising from any use of this
release or its contents or otherwise arising in connection with this release.
Each person must rely on their own examination and analysis of the Company, its
subsidiaries, its securities and the Offering, including the merits and risks
involved.

The Joint Global Coordinators are acting exclusively for the Company and no one
else in connection with the Offering. They will not regard any other person as
their respective client in relation to the Offering. The Joint Global
Coordinators will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients nor for giving
advice in relation to the Offering or any transaction or arrangement referred to
herein.

This release includes “forward-looking statements.” These statements may not be
based on historical facts, but are statements about future expectations. When
used in this release, the words “aims,” “anticipates,” “assumes,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,”
“would” and similar expressions as they relate to the Company and the Offering
identify certain of these forward-looking statements. Other forward-looking
statements can be identified in the context in which the statements are made.
These forward-looking statements are based on present plans, estimates,
projections and expectations and are not guarantees of future performance. They
are based on certain expectations, which, even though they seem to be reasonable
at present, may turn out to be incorrect. Such forward-looking statements are
based on assumptions and are subject to various risks and uncertainties. Readers
should not rely on these forward-looking statements. Numerous factors may cause
the actual results of operations or financial condition of the Company to differ
materially from those expressed or implied in the forward-looking statements.
The Company or any of its affiliates, advisors or representatives or any other
person undertakes no obligation to review or confirm or to release publicly any
revisions to any forward-looking statements to reflect events that occur or
circumstances that arise after the date of this release.