Exel Composites Oyj - Other information disclosed according to the rules of the Exchange

A new share-based long-term incentive program for the top management of Exel Composites

EXEL COMPOSITES PLC     STOCK EXCHANGE RELEASE     4 MAY 2017 at 09:15 EET
The program

The Board of Directors of Exel Composites Plc has decided on the establishment
of a new share-based long-term incentive program for the top management of Exel
Composites.

The objectives of the program are to align the interests of the management with
those of the company’s shareholders and, thus, to promote shareholder value
creation in the long term, to commit the management to achieving the strategic
targets of the company and to retain the company’s valuable key individuals.

The program consists of annually commencing individual performance share plans,
each with a three-year performance period and a one-year restriction period
following the delivery of the share reward. The commencement of each individual
plan, its performance targets, the eligible participants and the earning
opportunity are subject to a separate decision of the company’s Board of
Directors in each case.

The first plan within the program

The first individual plan within the program commences as of the beginning of
the year 2017. The performance targets applied to this first plan are operating
profit (EBIT) and the absolute total shareholder return of the company’s share
(TSR). The potential share rewards payable based on the first plan will be paid
in the spring 2020, provided that the performance targets set by the Board of
Directors are achieved. The potential rewards will be paid in listed shares of
Exel Composites.

The Board of Directors has approved 14 persons belonging to the company’s top
management as eligible to participate in the first plan. The Board of Directors
may nominate additional participants to this plan within the maximum limits of
the plan set out below.

If the performance targets set for the first plan are fully achieved, the
aggregate maximum number of shares to be paid under this individual plan is
153,700 shares. This number of shares represents a gross earning, from which the
applicable payroll tax is withheld and the remaining net value is delivered to
the participants in shares.

The aggregate value of the first three-year plan, estimated based on the average
share price of the last trading day preceding the date hereof, is approximately
EUR 0.8 million.

Other terms

If the participant terminates his/her employment relationship before the reward
is paid, he/she is not entitled to any reward under the plan. If the participant
terminates his/her employment relationship after the reward is paid but before
the end of the restriction period, he/she forfeits the share reward without
compensation.

The earning opportunity of the individual participant within the program is
capped. The value of the reward paid to the participant based on the individual
three-year plan may not exceed 200 per cent of the individual’s annual base
salary.

According to a share ownership recommendation applied by the company, each
participant of the program who is a member of the company’s Group Management
Team is expected to accumulate and, once achieved, maintain a share ownership in
the company corresponding in value to the individual’s annual gross base salary.
Each such individual is expected to use at least fifty per cent of the net
shares received under the program for accumulating his/her share ownership until
the above recommendation is fulfilled.

The Board of Directors anticipates that no new shares will be issued based on
the program and that the program will, therefore, have no dilutive effect on the
registered number of the company’s shares.

Vantaa, 4 May 2017

Exel Composites Plc
Riku Kytömäki, President and CEO

For further information, please contact:

Reima Kerttula, Chairman, Board of Directors
Contact through Merja Mäkinen, tel. +358 207 541 221,
merja.makinen@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 in
Nasdaq Helsinki Ltd.