Exel Composites Oyj - Notice to general meeting

Notice to Exel Composites Plc's Annual General Meeting 2025

EXEL COMPOSITES PLC     STOCK EXCHANGE RELEASE       14 FEBRUARY 2025 at 09:15
EET

Notice is given to the shareholders of Exel Composites Plc to the Annual General
Meeting of Shareholders to be held on Wednesday 26 March 2025 at 10:00 EET at
Original Sokos Hotel Tripla at the address Fredikanterassi 1 B, Helsinki,
Finland. The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 9:30 EET at the meeting venue.

Shareholders can also exercise their right to vote by voting in advance.
Instructions for advance voting are presented in this notice under section C.

Shareholders registered to the Annual General Meeting may follow the meeting
through a webcast. Instructions regarding the webcast are presented in this
notice under section C. It is not possible to ask questions, make
counterproposals, make other interventions, or vote via webcast. Following the
meeting via webcast is not considered as participation in the General Meeting or
as the exercise of shareholders' rights.

A. Matters on the agenda of the Annual 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. Presentation of the financial statements, the consolidated financial
statements, the Board of Directors' Report and the auditor's report for the year
2024

Review by the President and CEO

 7. Adoption of the financial statements and consolidated financial statements
 8. Resolution on the disposal of the profit shown on the balance sheet and the
payment of dividend

The Board proposes to the Annual General Meeting that no dividend be paid based
on the adopted financial statements for the financial year ended 31 December
2024.

 9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability for the financial year 2024
10. Presentation of Remuneration Report for Company's governing bodies

The Board of Directors proposes that the Company's Remuneration Report 2024 be
approved. According to the Finnish Companies Act, the resolution of the General
Meeting on the approval of the Remuneration Report is advisory.

The Remuneration Report 2024 will be available on the Company's website at
investors.exelcomposites.com/agm no later than 5 March 2025.


11. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board elected by the Annual General Meeting
proposes to the Annual General Meeting that the annual remuneration for the
Board members shall be as follows: for the Chairman of the Board of Directors
EUR 45,000 (previous year EUR 45,000) and for each other Board member EUR 21,000
(previous year EUR 21,000).

Additionally, a remuneration be paid for the Chairman of the Board of Directors
of EUR 1,500 (previous year EUR 1,500) for attendance at each Board and
committee meeting and for each similar all-day Board assignment and for each
other Board member EUR 1,000 (previous year EUR 1,000) for attendance at each
Board and committee meeting and for each similar all-day Board assignment.
Additionally, for each committee meeting, the meeting fee for the committee
chairman shall be EUR 1,500 (previous year EUR 1,500). The Nomination Board also
proposes that travel expenses and other out-of-pocket expenses arising from the
Board work be compensated in accordance with the Company's established practice
and travel rules.

Out of the yearly remuneration 60% would be paid in cash and 40% in Company's
shares, which would be acquired directly for and on behalf of the members of the
Board of Directors from the stock exchange market in amounts corresponding to
EUR 18,000 for the Chairman of the Board, and EUR 8,400 for each other Board
member. The shares will be acquired within two weeks following the publication
of the Company's first quarter 2025 Business Review or as soon as possible
thereafter in accordance with applicable legislation. 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, for any reason, of any member of the Board of Directors
terminate before the next Annual General Meeting, the member of the Board of
Directors shall return to the Company the remuneration or equivalent amount in
cash for the period corresponding to the term of office following the
termination of membership.

12. Resolution on the number of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the number of
members of the Board of Directors shall be confirmed to be five (5).

13. Election of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the current
members of the Board of Directors Jouni Heinonen, Helena Nordman-Knutson, and
Kirsi Sormunen be re-elected as members of the Board of Directors and Christian
Busdiecker and Elisabeth Larsson be elected as new members of the Board of
Directors for the term ending at the closure of the Annual General Meeting of
2026. Of the current members, Petri Helsky and Jouko Peussa have informed that
they are not available for re-election to the Board of Directors for the new
term.

The Nomination Board further proposes Jouni Heinonen to be re-elected as
Chairman of the Board of Directors for the term ending at the closure of the
Annual General Meeting of 2026.

All nominees are independent of the Company and its major shareholders and have
given their consent for the election. Personal information and positions of
trust of the proposed individuals are available on the Company's website at
investors.exelcomposites.com/agm.

14. Resolution on the remuneration of the auditor and the sustainability
reporting assurer

The Board of Directors proposes that the auditor's and the sustainability
reporting assurer's compensation be paid against an invoice as approved by the
Company.

15. Election of auditor and sustainability reporting assurer

The Board of Directors proposes that the Company's present auditor, Ernst &
Young Oy, Authorized Public Accountants, be re-elected as auditor of the Company
for the term that will continue until the end of the next Annual General
Meeting. The proposed auditor has given its consent for the election. Ernst &
Young Oy has announced Timo Eerola, APA, to be the auditor with principal
responsibility.

The Board of Directors has prepared its proposal in accordance with Art. 16 of
the EU Audit Regulation (537/2014). As required by the EU Audit Regulation, the
Board of Directors hereby confirms that its proposal is free from influence by a
third party and that no clause of the kind referred to in paragraph 6 of Article
16 of the EU Audit Regulation, which would restrict the choice by the Annual
General Meeting as regards the appointment of the auditor, has been imposed upon
it.

The Board of Directors further proposes that Ernst & Young Oy, a firm of
authorised sustainability audit, be elected as the sustainability reporting
assurer of the Company for the term that will continue until the end of the next
Annual General Meeting. The proposed firm of authorised sustainability audit has
given its consent for the election. Ernst & Young Oy has announced Timo Eerola,
an authorised sustainability auditor, to be the principally responsible
sustainability reporting assurer.

16. Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the Company's own shares

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the repurchase and/or on the acceptance as
pledge of the Company's own shares as follows:

The amount of own shares to be repurchased and/or accepted as pledge on the
basis of the authorization shall not exceed 5,300,000 shares in total, which
corresponds to approximately 5.0 per cent of all the shares in the Company. Only
the unrestricted equity of the Company can be used to repurchase own shares on
the basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market. The Board of
Directors decides on how own shares will be repurchased and/or accepted as
pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can
be repurchased otherwise than in proportion to the shareholdings of the existing
shareholders (directed repurchase). The Board of Directors shall decide on other
terms of the share repurchase and/or acceptance as pledge.

Shares may be repurchased to be used as consideration in possible acquisitions
or in other arrangements that are part of the Company's business, to finance
investments, as part of the Company's incentive program or to be retained,
otherwise conveyed or cancelled by the Company.

The authorization cancels the authorization given to the Board of Directors by
the General Meeting on 26 March 2024 to decide on the repurchase and/or
acceptance as pledge of the Company's own shares.

The authorization is effective until the end of the next Annual General Meeting,
however, no longer than until 30 June 2026.

17. Authorizing the Board of Directors to decide on a share issue and the
special entitlement of shares

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the issuance of shares and special rights
entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as
follows:

The amount of shares to be issued on the basis of the authorization may be a
maximum of 10,650,000 new shares, which corresponds to approximately 10.0 per
cent of all shares in the Company, and/or a maximum of 5,300,000 Company's own
shares.

The Board of Directors decides on all the conditions of the issuance of shares
and of special rights entitling to shares. The issuance of shares and of special
rights entitling to shares may be carried out in deviation from the
shareholders' pre-emptive rights. The shares to be issued based on the
authorization can be used as consideration in possible mergers and acquisitions
and other business arrangements, to finance investments or as a part of the
Company's incentive program for personnel.

The authorization shall be valid until the next Annual General Meeting, however,
until 30 June 2026 by latest. The authorization cancels previous unused
authorizations to issue shares or special entitlement of shares.

18. Closing of the Annual General Meeting

B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda listed above and
this notice are available on Company's website at www.exelcomposites.com. The
annual report of the Company, including the Company's financial statements,
consolidated financial statements, the Board of Directors' report and the
auditor's report, and the remuneration report will be available on the corporate
website no later than 5 March 2025. The proposals for the decisions and the
other documents mentioned above will also be available at the Annual General
Meeting. The minutes of the Meeting will be available on the corporate website
on 9 April 2025, at the latest.

C. Instructions for the participants in the Annual General Meeting

 1. Shareholders registered in the shareholders' register

Each shareholder who is registered on the record date of the General Meeting, 14
March 2025, in the shareholders' register of the Company kept by Euroclear
Finland Ltd is entitled to participate in the General Meeting. A shareholder
whose shares are registered on their personal Finnish book-entry account is
registered in the shareholders' register of the Company.

Registration for the Annual General Meeting will commence on 17 February 2025 at
10:00 EET. A shareholder, who is registered in the shareholders' register of the
Company and who wants to participate in the Annual General Meeting, shall
register for the meeting no later than 19 March 2025 at 16:00 EET 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 and time.

Registration for the Annual General Meeting can be done in the following ways:

a)      Via Company's website at investors.exelcomposites.com/agm. Electronic
registration requires strong identification of the shareholder or his/her legal
representative or proxy with a Finnish, Swedish or Danish bank ID or mobile
certificate;

b)      By email by submitting the registration form and advance voting form
available on the company's website or equivalent information to
agm@innovatics.fi;

c)      By regular mail by submitting the registration form and advance voting
form available on the company's website or equivalent information addressed to
Innovatics Oy, General Meeting / Exel Composites Plc, Ratamestarinkatu 13 A, FI
-00520 Helsinki.

In connection with the registration, please provide the requested information,
such as the shareholder's name, date of birth or business ID, contact details,
the name of any assistant or proxy representative and the proxy's date of birth.
The personal data provided by shareholders to Exel Composites Plc or Innovatics
Oy will only be used in connection with the General Meeting and the processing
of related registrations. The shareholder, his/her representative or proxy must
be able to prove his/her identity and/or right of representation at the meeting
if necessary.

Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 13:00 p.m.
to 16:00 p.m EET.

 2. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she on the record
date of the Annual General Meeting, i.e. on 14 March 2025, would be entitled to
be registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the Annual 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 21 March 2025 at 10:00 EET. As regards to nominee registered shares,
this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request well in advance the
necessary instructions from his/her custodian bank regarding the temporary
registration in the shareholders' register, the issuing of proxy documents and
voting instructions, registration and attendance at the Annual General Meeting
and advance voting. The account manager of the custodian bank shall register the
holder of nominee-registered shares who wishes to attend the Annual General
Meeting temporarily in the shareholders' register of the Company at the latest
by the time stated above and, if necessary, arrange for advance voting on behalf
of the holder of nominee-registered shares before the end of the registration
period for holders of nominee-registered shares.

 3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
shareholder rights at the meeting by way of proxy representation. A
shareholder's proxy may also elect to vote in advance as described in this
notice if he/she so wishes. The proxy representative must authenticate to the
electronic registration service and advance voting personally with strong
authentication, after which he/she will be able to register and vote in advance
on behalf of the shareholder that he/she represents. The shareholder's proxy
must present dated proxy documents, or otherwise in a reliable manner prove that
he/she is entitled to represent the shareholder at the General Meeting. You can
prove your right to representation by using the suomi.fi e-Authorizations
service available in the electronic registration service.

Model proxy documents and voting instructions are available on the Company's
website investors.exelcomposites/agm. If a shareholder participates in the
General Meeting through several proxies representing the shareholder with shares
held in different securities accounts, the shares on the basis of which each
proxy represents the shareholder shall be identified in connection with the
registration.

Any proxy documents are requested to be submitted preferably as an attachment
with the electronic registration or alternatively by mail to Innovatics Oy,
General Meeting / Exel Composites Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki
or by e-mail to agm@innovatics.fi before the end of the registration period. In
addition to submitting the proxy documents, the shareholder or his/her proxy
shall register for the General Meeting in the manner described above in this
notice.

 4. Advance voting

A shareholder whose shares in the Company are registered in his/her personal
Finnish book-entry account may vote in advance between 17 February 2025 at 10:00
EET and 19 March 2025 at 16:00 EET on certain items on the agenda of the General
Meeting.

Advance voting can be done in the following ways:

a)      Via Company's website at investors.exelcomposites.com/agm. Login to the
service is done in the same way as for registration in section C.1 of this
notice;

b)      by e-mail by submitting the advance voting form available on the
Company's website or equivalent information to the e-mail address
agm@innovatics.fi; or

c)      by mail by submitting the advance voting form available on the Company's
website or equivalent information to Innovatics Oy, General Meeting / Exel
Composites Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Advance votes must be received by the time the advance voting ends. In addition
to advance voting, the shareholder shall ensure registration for the General
Meeting before the end of the registration period.

A shareholder who has voted in advance cannot exercise the right to ask
questions or demand a vote under the Finnish Limited Liability Companies Act
unless he/she attends the General Meeting in person or by proxy at the meeting
venue.

With respect to nominee registered shareholders, the advance voting is carried
out by the account manager. The account manager may vote in advance on behalf of
the holders of nominee-registered shares whom he/she represents in accordance
with the voting instructions given by them during the registration period set
for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have
been made at the General Meeting without any changes. The conditions and other
instructions for electronic advance voting are available on the Company's
website at investors.exelcomposites.com/agm.

 5. Other instructions and information

The meeting language is Finnish.

The information concerning the Annual General Meeting required under the
Companies Act and the Securities Market Act is available on the Company's
website at investors.exelcomposites.com/agm.

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

Changes in the shareholding after the record date of the Annual General Meeting
do not affect the right to participate in the Annual General Meeting or the
shareholder's voting rights.

The Company will arrange an opportunity for registered shareholders to follow
the meeting online via webcast. Shareholders are asked to take into account that
following the meeting via webcast is not considered participating in the General
Meeting, and that it is not possible for the shareholders to exercise their
shareholder rights in the General Meeting through the webcast. Following the
webcast requires registration for the General Meeting pursuant to Section C.1
above. Following the meeting via the webcast is possible only for shareholders
who are registered in the shareholders' register of the Company held by
Euroclear Finland Oy on the record date of the General Meeting and who have
registered for the General Meeting or to follow the meeting prior to the end of
the registration period. A video link to follow the meeting via webcast will be
sent by e-mail and/or text message to the email address and/or mobile phone
number provided in connection with the registration on the day before the
meeting to all shareholders who have registered for the General Meeting or to
follow the meeting.

On the date of this notice to the Annual General Meeting, the total number of
shares and votes in Exel Composites Plc is 106,728,395. On the date of this
notice, the Company holds a total of 642,899 of its own shares.

Vantaa, 14 February 2025

Exel Composites Plc
Board of Directors
For further information, please contact:
Lilli Riikonen, Head of Investor Relations
investor@exelcomposites.com
tel. +358 50 351 1128

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 www.exelcomposites.com.

Exel Composites Plc