Decisions of the Annual General Meeting of Exel Composites Plc, 27 March 2013
EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 27.3.2013 at 14.05
DECISIONS OF THE ANNUAL GENERAL MEETING OF EXEL COMPOSITES PLC, 27 MARCH 2013
Exel Composites’ Annual General Meeting
- adopted the financial statements of the parent company and the Group for 2012,
- discharged the members of the Board of Directors and the President and CEO of Exel Composites from liability for the financial year 2012, and
- decided to distribute a dividend of EUR 0.30 per share for the financial year 2012
Exel Composites’ Annual General Meeting (“AGM”) was held on 27 March 2013. The following decisions were made:
ADOPTION OF THE FINANCIAL STATEMENTS
The AGM adopted the financial statements of the parent company and the Group for 2012.
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 2012.
The AGM decided that a dividend of EUR 0.30 per share be paid for the financial year that closed on 31 December 2012. The dividend will be paid to shareholders registered in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date for dividend payment, 3 April 2013. The dividend will be paid on 10 April 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. All the members of the Board of Directors were re-elected: Heikki Hiltunen, Peter Hofvenstam, Göran Jönsson, Reima Kerttula and Heikki Mairinoja.
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 – 8 April 2013 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.
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 2014. The full authorisation decision is available on the Company website at www.exelcomposites.com.
AUTHORISATION FOR SHARE ISSUE AND/OR ISSUANCE OF OPTION RIGHTS, CONVERTIBLE BONDS AND/OR OTHER SPECIAL RIGHTS ENTITLING TO SHARES
The Annual General Meeting authorised the Board of Directors to decide on the issuance of a maximum of 2,400,000 new shares and/or conveyance of a maximum of 600,000 Company’s own shares. By virtue of the authorisation, the Board of Directors also has the right to grant option rights, convertible bonds and/or other special rights referred to in Chapter 10, Section 1 of the Companies Act, which entitle to new shares or the Company's own shares against payment in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price.
New shares may be issued and the Company’s own shares held by the Company may be conveyed also for free. A directed share issue may be free only if there is an especially weighty financial reason both for the Company and with regard to the interests of all shareholders in the Company, such as using the shares as a part of the Company’s incentive program for personnel. The new shares may also be issued in a free share issue to the Company itself.
The authorisations are 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 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 2013.
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.
Vesa Korpimies, President and CEO, Exel Composites Plc, tel. +358 50 590 6754, or email email@example.com; or
Ilkka Silvanto, CFO, Exel Composites Plc, tel. +358 50 598 9553, or email firstname.lastname@example.org
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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.