Exel Composites Oyj - Notice to general meeting

Notice to Exel Composites Plc's Extraordinary General Meeting

EXEL COMPOSITES PLC     STOCK EXCHANGE RELEASE       25.4.2024 at 8.58 EEST

Notice is given to the shareholders of Exel Composites Plc (“Exel Composites” or
the “Company”) to the Extraordinary General Meeting of Shareholders to be held
on Friday 17 May 2024 at 10:00 EEST at Scandic Marina Congress Center at the
address Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who
have registered for the meeting and the distribution of voting tickets will
commence at 9:30 EEST 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 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 Extraordinary General Meeting and their course
of procedure

 1. Opening of the meeting
 2. Calling the meeting to order
 3. Election of persons to scrutinise 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. Authorisation of the Board of Directors to resolve on a rights offering

The Company is planning on conducting a rights offering of up to approximately
EUR 23 million (the “Offering”). The Offering and its terms have been described
in more detail in the stock exchange release announced by the Company today on
25 April 2024.

The Board of Directors proposes that the General Meeting authorise the Board of
Directors to resolve on the Offering as follows:

The shares to be issued under the authorisation are new shares. Under the
authorisation, a maximum of 265 million shares can be issued.

The shareholders have a pre-emptive right to the new shares in the same
proportion as they already hold shares in the Company. However, shares not
subscribed by shareholders may be offered on a secondary basis for subscription
by other shareholders or by other persons. The Board of Directors is entitled to
decide to whom the shares that remain unsubscribed will be offered.
Subscriptions would be paid in cash.

The Board of Directors is authorised to resolve on all other terms and
conditions of the Offering.

The authorisation is valid until 31 December 2024.

The authorisation does not revoke the authorisation granted by the Annual
General Meeting on 26 March 2024 to the Board of Directors to resolve on share
issues and granting of special rights entitling to shares.

 7. Closing of the General Meeting

B. Documents of the General Meeting

The proposal for the decision on the matter on the agenda listed above and this
notice are available on Company's website at www.exelcomposites.com. The meeting
documents to be kept available in accordance with the Finnish Companies Act
Chapter 5 Section 22 are available at the above-mentioned address no later than
26 April 2024. The proposals for the decisions and the other documents mentioned
above will also be available at the General Meeting. The minutes of the General
Meeting will be available on the corporate website on 31 May 2024, at the
latest.

C. Instructions for the participants in the General Meeting

 1. Shareholders registered in the shareholders' register

Each shareholder who is registered on the record date of the General Meeting, 6
May 2024, 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 in his/her personal Finnish book-entry account is
registered in the shareholders' register of the Company.

Registration for the General Meeting will commence on 26 April 2024 at 10:00
EEST. A shareholder, who is registered in the shareholders' register of the
Company and who wants to participate in the General Meeting, shall register for
the meeting no later than 10 May 2024 at 16:00 EEST 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 General Meeting can be done in the following ways:

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

b)       By email to egm@innovatics.fi;

c)       By phone +358 10 2818 909 (on working days from 9:00-12:00 EEST and
13:00-16:00 EEST; or

d)       By regular mail 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 EEST.

 2. 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-Authorisations
service available in the electronic registration service.

Model proxy documents and voting instructions are available on the Company's
website investors.exelcomposites/egm. 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 egm@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.

 3. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on the record
date of the General Meeting, i.e. on 6 May 2024, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Ltd. The right to participate in the 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 14 May 2024 at 10:00 EEST. As regards to nominee registered shares,
this constitutes due registration for the 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 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 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.

 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 26 April 2024 at 10:00
EEST and 10 May 2024 at 16:00 EEST 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/egm. 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
egm@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/egm.

 5. Other instructions and information

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

The Company will arrange an opportunity for registered shareholders to follow
the meeting online via 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 to all shareholders who have registered for
the General Meeting or to follow the meeting.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the 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 General Meeting do not
affect the right to participate in the General Meeting or the shareholder's
voting rights.

On the date of this notice to the General Meeting, the total number of shares
and votes in Exel Composites Plc is 11,896,843. On the date of this notice, the
Company holds a total of 42,899 of its own shares.

Vantaa, 25 April 2024

Exel Composites Plc
Board of Directors
For further information, please contact:
Mikko Rummukainen, CFO
tel. +358 20 7541 335

mikko.rummukainen@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 www.exelcomposites.com.