Exel Composites Oyj - Notice to general meeting

Notice to Exel Composites Plc Annual General Meeting

EXEL COMPOSITES PLC   STOCK EXCHANGE RELEASE          2 March 2011 at 9.30

NOTICE TO EXEL COMPOSITES PLC ANNUAL GENERAL MEETING

Notice is given to the shareholders of Exel Composites Plc to the Annual
General Meeting of Shareholders to be held on Wednesday 6 April 2011 at 10.30
a.m. at Kansallissali, at the address of Aleksanterinkatu 44, Helsinki,
Finland. The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 9.30 a.m. 

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 review of the Board of Directors and the auditor's report for
the year 2010 

Review by the Company's CEO

7. Adoption of the financial statements and consolidated financial statements

8. Resolution on the dispose of the profit shown on the balance sheet and the
payment of dividend 

The Board of Directors proposes to the Annual General Meeting that s dividend
of EUR 0.50 per share including an extraordinary dividend of EUR 0.25 per share
due to Exel Composites' 50th anniversary in 2010 be paid based on the adopted
financial statements for the financial year ended on 31 December 2010. The
dividend will be paid to shareholders registered in the Company's shareholders'
register maintained by Euroclear Finland Ltd. on the record date for dividend
11 April 2011. The Board of Directors proposes to the Annual General Meeting
that the dividend be paid on 18 April 2011. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

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

The Nomination Committee elected by the Annual General Meeting proposes that
the annual remuneration for the Board members be the following: 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. The Nomination
Committee 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. 

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

The Nomination Committee proposes to the Annual General Meeting that five (5)
members be elected to the Board of Directors. 

12. Election of members of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting that the
present members Peter Hofvenstam, Göran Jönsson, Reima Kerttula and Heikki
Mairinoja be re-elected as members of the Board of Directors and Heikki
Hiltunen, B.Sc. (Eng.), born 1962, be elected as new member of the Board of
Directors for the term of office continuing until the end of next Annual
General Meeting. All nominees have given their consent for the position. 

Heikki Hiltunen is Finnish citizen and currently Executive Vice President and
Deputy to CEO of Vacon Plc. 

Vesa Kainu was no longer available for re-election to the Board.


The presentation of persons proposed for Exel Composites Plc's Board of
Directors can be found on the Company's website at www.exelcomposites.com. 

The Nomination Committee further proposes that Peter Hofvenstam be re-elected
as the Chairman of the Board. 


13. Resolution on the remuneration of the auditor

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

14. Election of auditorThe Board of Directors proposes that Ernst & Young Oy, certified by the Central
Chamber of Commerce, be re-elected as an 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 has
announced Mr. Juha Hilmola, APA, to be the Auditor with principal
responsibility. 

15. Authorizing the Board of Directors to decide on the acquisition of the
Company's own shares 

The Board of Directors proposes that the Annual General Meeting resolve on
authorizing the Board of Directors to decide on the acquisition of a maximum of
600,000 Company's own shares. The authorization shall also contain an
entitlement for the Board of Directors to accept the Company's own shares as
pledge. 

Own shares shall be acquired with unrestricted equity either through a tender
offer made to all the shareholders on equal terms; or other than in proportion
to the holdings of the shareholders, if the Company has a weighty financial
reason to do so. In a directed acquisition the shares shall be acquired through
public trading of the securities on the NASDAQ OMX Helsinki Ltd. at the market
price of the shares by the time of the acquisition. The shares shall be
acquired and paid according to the rules of NASDAQ OMX Helsinki Ltd. and
Euroclear Finland Ltd. 

The shares may be acquired to be used as consideration in possible mergers and
acquisitions or other business arrangements, to finance investments, as a part
of the Company's incentive program for personnel or to be retained, conveyed or
cancelled by the Company. 

The authorization entitles the Board of Directors to decide on other terms of
the share acquisitions. The share acquisition authorization is valid until the
next Annual General Meeting and it revokes the share acquisition authorization
given by the Annual General Meeting on 31 March 2010. 

16. Appointment of a Nomination Board

The Board of Directors proposes that the Annual General Meeting shall resolve
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
shareholders whose share of the total votes of all the shares of the Company is
largest on the 1st day of November preceding the Annual General Meeting would
have the right to appoint the members representing the shareholders. Should a
shareholder not wish to use its right to nominate, this right would be passed
on to the next largest shareholder. The largest shareholders would be
determined on the basis of the ownership information registered in the
book-entry system. 

The Nomination Board would be convened by the Chairman of the Board of
Directors, and the Board would choose a chairman from among its own members. 

The Nomination Board should give its proposal to the Board of Directors of the
Company at the latest by 15 February preceding the Annual General Meeting. 

17. Closing of the Annual General Meeting


B. Documents of the Annual General Meeting

The proposals for the decisions on the matters on the agenda as well as this
notice are available on Exel Composites Plc's website at
www.exelcomposites.com. The annual report of Exel Composites Plc, including the
Company's financial statement, consolidated financial statements, the review of
the Board of Directors and the auditor's report, is available on the
above-mentioned website no later than 3 March 2011. The proposals of the Board
of Directors as well as the financial statements are also available at the
Annual General Meeting, and copies of these documents and/or of this notice
will be sent to shareholders upon request. The minutes of the Meeting will be
available on the above-mentioned website as from 20 April 2011. 


C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 25 March 2011 in the shareholders'
register of the Company held by Euroclear Finland Ltd., has the right to
participate in the Annual General Meeting. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the Company. 



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 30 March 2011 at 4 p.m. 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. Such notice can be given either: 

a) on the Company's website www.exelcomposites.com/agm; or
b) by email to investor@exelcomposites.com; or

c) by telephone at +358 20 7541 221 from Monday to Friday between 9 a.m. and 4
p.m.; or 
c) by telefax at +358 20 7541 201; or
d) by regular mail to the address Exel Composites Plc, P.O. Box 29, 52701
Mäntyharju, Finland. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of the proxy representative. The personal data given to Exel Composites
Plc is used only in connection with the Annual General Meeting and with
processing of related registrations. 


2. Holders 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 25 March 2011, 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 registered into the temporary shareholders' register held by Euroclear
Finland Ltd at the latest by Friday 1 April 2011 at 10.00 a.m. As regards
nominee registered shares, this constitutes due registration for the Annual
General Meeting. 



A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary
shareholders' register of the Company, the issuing of proxy documents and
registration for the Annual General Meeting from his/her custodian bank. The
account management organization of the custodian bank will register a holder of
nominee registered shares, who wants to participate in the Annual General
Meeting, into the temporary shareholders' register of the Company at the latest
by the time stated above. 


3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation. 

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
Annual General Meeting. When a shareholder participates in the Annual General
Meeting by means of several proxy representatives representing the shareholder
with shares at different securities accounts, the shares by which each proxy
representative represents the shareholder shall be identified in connection
with the registration for the Annual General Meeting. 

Possible proxy documents should be delivered in originals to Exel Composites
Plc, P.O. Box 29, 52701 Mäntyharju, Finland 30 March 2011 at the latest. 

4. Other information

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 matters to be considered at 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 11,896,843. 



Vantaa, 2 March 2011


EXEL COMPOSITES PLC
The Board of Directors





Further information:

Vesa Korpimies, President and CEO, Exel Composites Plc,

tel. +358 50 590 6754, or email vesa.korpimies@exelcomposites.com

Ilkka Silvanto, CFO, Exel Composites Plc,

tel. +358 50 598 9553, or email ilkka.silvanto@exelcomposites.com



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www.exelcomposites.com