Exel Composites Oyj - Decisions of general meeting

Decisions of the Annual General Meeting of Exel Composites Plc, 27 March 2014

EXEL COMPOSITES PLC     STOCK EXCHANGE RELEASE                                 
       27.3.2014 at 13.30 

DECISIONS OF THE ANNUAL GENERAL MEETING OF EXEL COMPOSITES PLC, 27 MARCH 2014

Exel Composites' Annual General Meeting
- adopted the financial statements of the parent company and the Group for 2013,
- discharged the members of the Board of Directors and the President and CEO of
Exel Composites from liability for the financial year 2013, and 
- decided not to distribute any dividend for the financial year 2013.

Exel Composites' Annual General Meeting (“AGM”) was held on 27 March 2014. The
following decisions were made: 



ADOPTION OF THE FINANCIAL STATEMENTS

The AGM adopted the financial statements of the parent company and the Group
for 2013. 

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 2013. 

DIVIDEND

A capital repayment of EUR 0.50 per share was paid to shareholders in December
2013. The AGM decided that no dividend will be paid for the financial year that
closed on 31 December 2013. 

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, Peter Hofvenstam, Göran Jönsson and Reima
Kerttula. Kerstin Lindell was elected as new member of the Board of Directors.
The term of office of the Board members continues until the end of next Annual
General Meeting. 

Kerstin Lindell is Swedish citizen and currently CEO of Bona AB.

Heikki Mairinoja was no longer available for re-election to the Board.

The AGM decided that the annual remuneration for the Board members be
unchanged, i.e. the Chairman of the Board of Directors be paid a yearly
remuneration of EUR 34,000 and additionally EUR 1,500 for attendance at Board
and committee meetings and other similar Board assignments and the other Board
members be paid a yearly remuneration of EUR 16,000 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 2 April - 10 April 2014 from the stock exchange in amounts corresponding
to EUR 13,600 for the Chairman and EUR 6,400 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, certified by the Central Chamber of Commerce 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. 

AUTHORISATION 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 authorisation 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
authorisation shall not exceed one tenth (1/10) of all outstanding shares of
the Company. The authorisation is valid until 30 June 2015. The full
authorisation decision is available on the Company website at
www.exelcomposites.com. 

NOMINATION BOARD

The Annual General Meeting decided to establish a Nomination Board to prepare
proposals concerning Board members and their remunerations for the following
Annual General Meeting. The representatives of the four largest shareholders
and the Chairman of the Board of Directors, acting as an expert member, shall
be elected to the Nomination Board. The shareholders whose share of the total
votes of all the shares of the Company is largest on the 1st day of November
preceding the AGM have the right to appoint the members representing the
shareholders. 

PRESIDENT AND CEO'S REVIEW

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

RESOLUTIONS OF THE BOARD OF DIRECTORS' FORMATIVE MEETING

At the formative meeting of the Board of Directors held after the Annual
General Meeting, the Board of Directors elected from among its members Peter
Hofvenstam as its Chairman. 

The minutes of the Annual General Meeting will be available on Exel Composites'
website at www.exelcomposites.com as of 10 April 2014. 



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. 



FURTHER INFORMATION:
Riku Kytömäki, President and CEO, Exel Composites Plc, tel. +358 50 511 8288,
or email riku.kytomaki@exelcomposites.com; or 
Ilkka Silvanto, CFO, Exel Composites Plc, tel. +358 50 598 9553, or email
ilkka.silvanto@exelcomposites.com 



DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Main news media
www.exelcomposites.com



EXEL COMPOSITES IN BRIEF
Exel Composites (www.exelcomposites.com) is a technology company which designs,
manufactures and markets composite profiles and tubes for industrial
applications. The Group is the leading composite profile manufacturer in the
world and concentrates on growing niche segments. 

The core of the operations is based on own, internally developed composite
technology, product range based on it and a 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 the Small Cap segment of NASDAQ OMX
Helsinki Ltd.