Decisions of the Annual General Meeting of Exel Composites Plc, 26 March 2015
EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 26.3.2015 at 1.30 p.m.
Decisions of the Annual General Meeting of Exel Composites Plc, 26 March 2015
Exel Composites’ Annual General Meeting
- adopted the financial statements of the parent company and the Group for 2014,
- discharged the members of the Board of Directors and the President and CEO of Exel Composites from liability for the financial year 2014, and
- decided to distribute a dividend of EUR 0.20 per share for the financial year 2014.
Exel Composites’ Annual General Meeting (“AGM”) was held on 26 March 2015. The following decisions were made:
Adoption of the financial statements
The AGM adopted the financial statements of the parent company and the Group for 2014.
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 2014.
The AGM decided that a dividend of EUR 0.20 per share be paid for the financial year that closed on 31 December 2014. 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, 30 March 2015. The dividend will be paid on 8 April 2015.
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, Reima Kerttula and Kerstin Lindell. Matti Hyytiäinen 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.
Matti Hyytiäinen is Finnish citizen and currently CEO of PKC Group.
Göran Jönsson was no longer available for re-election to the Board.
Based on the proposal by the Nomination Board, the AGM re-elected Peter Hofvenstam as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2016.
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 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 31 March – 10 April 2015 from the stock exchange in amounts corresponding to EUR 14,400 for the 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.
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 2016. The full authorisation decision is available on the Company website at www.exelcomposites.com.
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 working day of October preceding the AGM have the right to appoint the members representing the shareholders. In addition, shareholders who under the Finnish Securities Markets Act have an obligation to disclose changes in ownership (shareholder subject to disclosure notification by flagging) will be taken into account when forming the Nomination Board provided that they notify their shareholdings to the Board of Directors in writing by 30 September 2015.
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 9 April 2015.
Exel Composites Plc
Board of Directors
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 firstname.lastname@example.org
Ilkka Silvanto, CFO and Administrative Director
tel. +358 50 598 9553, or email email@example.com
NASDAQ OMX Helsinki Ltd.
Main news media
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 OMX Helsinki Ltd.