Exel Composites Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Exel Composites Plc, 17 March 2016

Exel Composites Plc            Stock exchange release        17.3.2016 at 2.15
p.m. EET 

Decisions of the Annual General Meeting of Exel Composites Plc, 17 March 2016

Exel Composites’ Annual General Meeting
- adopted the financial statements of the parent company and the Group for 2015,
- discharged the members of the Board of Directors and the President and CEO of
Exel Composites from liability for the financial year 2015, and 
- decided to distribute a dividend of EUR 0.22 per share for the financial year
2015. 

Exel Composites’ Annual General Meeting (“AGM”) was held on 17 March 2016. The
following decisions were made: 

Adoption of the financial statements

The AGM adopted the financial statements of the parent company and the Group
for 2015. 

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 2015. 

Dividend

The AGM decided that a dividend of EUR 0.22 per share be paid for the financial
year that closed on 31 December 2015. 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, 21 March 2016. The
dividend will be paid on 30 March 2016. 

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: Heikki Hiltunen, Matti Hyytiäinen and Reima Kerttula. Jouko Peussa
and Petri Helsky were elected as new members of the Board of Directors. The
term of office of the Board members continues until the end of next Annual
General Meeting. 

Jouko Peussa is Finnish citizen and currently Engineering & Technology Director
of Ingersoll Rand Compression Technologies. 

Petri Helsky is Finnish citizen and currently CEO of Metsä Tissue.

Peter Hofvenstam and Kerstin Lindell were no longer available for re-election
to the Board. 

Based on the proposal by the Nomination Board, the AGM elected Reima Kerttula
as Chairman of the Board of Directors and Matti Hyytiäinen as Vice-Chairman of
the Board of Directors for the term ending at the closure of the Annual General
Meeting of 2017. 

The AGM decided that the annual remuneration for the Board members shall be as
follows: the Chairman of the Board of Directors be paid a yearly remuneration
of EUR 36,000 and additionally EUR 1,500 for attendance at Board and committee
meetings and other similar Board assignments, the Vice Chairman of the Board of
Directors be paid yearly remuneration of EUR 27,000 and additionally EUR 1,250
for attendance at Board and committee meetings and the other Board members be
paid a yearly remuneration of EUR 18,000 and additionally EUR 1,000 for
attendance at Board and committee meetings and other similar Board assignments
and 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 per cent will be paid in
cash and 40 per cent in Exel Composites Plc shares, which will be acquired
directly for and on behalf of the members of the Board of Directors during 21
March – 8 April 2016 from the stock exchange in amounts corresponding to EUR
14,400 for the Chairman, EUR 10,800 for the Vice Chairman and EUR 7,200 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, Authorized Public Accountants, with Juha Hilmola, APA, having
the principal responsibility, was re-elected as the auditor of the Company for
the period until the end of the next Annual General Meeting. 

Authorization for the repurchase of the Company’s own shares

The Annual General Meeting authorized the Board of Directors to repurchase the
Company’s own shares by using unrestricted equity. The maximum amount to be
acquired is 600,000 shares. The authorization also contains 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 2017. The full
authorization decision is available on the Company website at
www.exelcomposites.com. 

Authorizing the Board of Directors to decide on the share issue and/or issuance
of option rights, convertible bonds and/or other special rights entitling to
shares 

The Board of Directors proposes that the Annual General Meeting would resolve
on authorizing the Board of Directors to decide on the issuance of a maximum of
1,189,684 new shares, corresponding to 10 per cent of the shares in the
Company, and/or conveyance of a maximum of 600,000 Company’s own shares. By
virtue of the authorization, the Board of Directors also has the right to grant
option rights, convertible bonds and/or other special rights referred to in
Chapter 10, Section 1 of the Companies Act, which entitle to new shares or the
Company's own shares against payment in such a manner that the subscription
price of the shares is paid in cash or by using the subscriber's receivable to
set off the subscription price. The authorizations shall be valid until 30 June
2019 and they shall revoke the authorizations given by the Annual General
Meeting on 27 March 2013. The full authorization decision is available on the
Company website at www.exelcomposites.com. 

Nomination Board

The Annual General Meeting decided to appoint a Nomination Board to prepare
proposals concerning Board members and their remunerations for the following
Annual General Meeting. 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 the 1st working day in October
preceding the next Annual General Meeting. Should a shareholder not wish to use
his/her right to nominate, this right would be passed on to the next largest
shareholder. 

If a shareholder who has distributed his/her holdings e.g. into several funds
and has an obligation under the Finnish Securities Markets Act to take these
holdings into account when disclosing changes in his/her share of ownership, or
whose holdings are nominee registered, makes a written request to such effect
to the Chairman of the Board of Directors by 30 September 2016, such
shareholder’s holdings in several funds or nominee register will be considered
together with the potential directly registered holdings of said shareholder
when calculating the share of votes which determines the nomination right. The
request must be accompanied by sufficient evidence of title to the nominee
registered shares or of the obligation to take the holdings into account under
the Finnish Securities Markets Act. 

President and CEO’s review

The President and CEO’s review is available on the Company website at
www.exelcomposites.com. 

The minutes of the Annual General Meeting will be available on Exel Composites’
website at www.exelcomposites.com as of 31 March 2016. 



Exel Composites Plc
Board of Directors


Forward-looking statements
Certain statements in this report, which are not historical facts, including,
without limitation, those regarding expectations for general economic
development and market situation; regarding customer industry profitability and
investment willingness; regarding Company growth, development and
profitability; regarding cost savings; regarding fluctuations in exchange rates
and interest levels; regarding the success of pending and future acquisitions
and restructurings; and statements preceded by "believes," "expects,"
"anticipates," "foresees" or similar expressions are forward-looking
statements. 

These statements are based on current expectations and currently known facts.
Therefore, they involve risks and uncertainties that may cause actual results
to differ materially from results currently expected by the Company. 

Other unknown or unpredictable factors or underlying assumptions subsequently
proving to be incorrect could cause actual results to differ materially from
those in the forward-looking statements. Exel Composites does not undertake any
obligation to publicly update or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to the extent
legally required. 

For further information, please contact:
Riku Kytömäki, President and CEO, tel. +358 50 511 8288, or email
riku.kytomaki@exelcomposites.com 
Mikko Kettunen, CFO, Exel Composites Plc, tel. +358 50 3477 462, or email
mikko.kettunen@exelcomposites 
Sari Sivola, Communication Manager, Exel Composites Plc, tel. +358 50 590 6775,
or email sari.sivola@exelcomposites.com 

Distribution
Nasdaq Helsinki Ltd.
Main news media
www.exelcomposites.com


Exel Composites in brief
Exel Composites (www.exelcomposites.com) is a leading composite technology
company that designs, manufactures and markets composite products and solutions
for demanding applications. Exel Composites provides superior customer
experience through continuous innovation, world-class operations and long-term
partnerships. 

The core of the operations is based on own, internally developed composite
technology, product range based on it and strong market position in selected
segments with a strong quality and brand image. Profitable growth is pursued by
a relentless search for new applications and development in co-operation with
customers. The personnel’s expertise and high level of technology play a major
role in Exel Composites’ operations. Exel Composites Plc share is listed on
Nasdaq Helsinki Ltd.