Decisions of the Annual General Meeting of Exel Oyj
EXEL OYJ STOCK EXCHANGE RELEASE 6.4.2006 at 13.30 1 (4)
DECISIONS OF THE ANNUAL GENERAL MEETING OF EXEL OYJ
In the Annual General Meeting of Exel Oyj held on 6 April 2006, the
accounts of the Group were approved and the members of the Board of
Directors and the President were discharged from liability for the
financial year 2005 and the members of the Board were elected. The
proposal to distribute a dividend of EUR 0.40 was approved. The AGM
also made decisions to authorize the Board to increase the Companys
share capital, and to acquire and convey the Companys own shares.
Dividend and discharge from liability
The AGM approved the Boards proposal to distribute a dividend of EUR
0.40 per share for the financial year 2005. The dividend will be paid
to shareholders who have by the dividend record date 11 April 2006
been entered as shareholders in the Companys shareholder register
maintained by the Finnish Central Securities Depository Ltd. The
record date for dividend distribution is 11 April and the dividend
will be paid on 20 April 2006.
The AGM adopted Exel Oyjs financial statements for 2005 and
discharged the members of the Board and the President from liability
for the financial period 2005.
Election of members to the Board of Directors
According to the decision made in the AGM the number of the members of
the Board of Directors is five. Esa Karppinen, Kari Haavisto, Peter
Hofvenstam, Vesa Kainu and Ove Mattsson were re-elected to the Board.
Ove Mattsson was re-elected Chairman of the Board.
Remuneration for the Board members and auditors
The AGM decided the remuneration of the Chairman of the Board of
Directors to be EUR 26,000 per annum and the remuneration of the
members of the Board of Directors to be EUR 11,500 per annum.
Moreover, the members of the Board of Directors shall be entitled to
the remuneration of 1,000 per meeting and to travel allowances in
accordance with Companys general compensation regulations. The
auditors fees shall be paid against invoice.
Increase of the Companys share capital
The AGM authorized the Board to decide to increase the Companys share
capital by one or more rights issues in such a way that by virtue of
the authorization the Companys share capital may be increased at most
by EUR 100,000, which amounts to approximately 5% of the Companys
share capital. The authorization is valid until 6 April 2007.
By virtue of the authorization the Board may decide on who is entitled
to exercise subscription rights in connection with the rights issue,
the subscription price of the shares and on the criteria used to
determine the subscription price and other terms of the rights issue.
2 (4)
The pre-emptive right of shareholders to subscribe for shares may be
deviated provided that from the Companys perspective important
financial grounds exist, such as the financing, implementation or
enabling of a business acquisition or another cooperative arrangement,
the strengthening or development of the Companys financial or capital
structure or the implementation of other measures relating to the
development of the Companys business. No decision may be taken in
favour of anyone belonging to the inner circle of the Company.
By virtue of the authorization the Board is entitled to decide on a
rights issue in such a way that a share subscription may be made in
kind or otherwise under certain terms.
Acquisition of the Companys own shares
The AGM authorized the Board of Directors to acquire the Companys own
shares using funds available for distribution of profits so that the
total accounting par value of the own shares held by the Company or
its subsidiary organizations, or the number of votes they carry after
the acquisition, corresponds to no more than five (5) per cent of the
Companys total share capital or the total number of votes they carry.
Accordingly, the Companys own shares can be acquired to a maximum
total quantity of 590,032.
The shares can be acquired either
(a) through a tender offer made to all the shareholders on equal terms
and for an equal price determined by the Board, or
(b) through public trading in which case the shares will be acquired
in another proportion than that of holdings of the current
shareholders, and the purchase price is based on the market price of
the Company shares in public trading.
The shares may be acquired in order to finance, implement or carry out
business acquisitions or other cooperative arrangements, to strengthen
or develop the Companys financial or capital structure, to implement
other measures relating to the development of the Companys business,
to grant incentives to selected members of the personnel, or in order
to be transferred in other ways or to be cancelled.
Acquisition of the shares will reduce the Company´s distributable
retained earnings.
The authorization is valid until 6 April 2007.
Right to convey the Companys own shares
The AGM authorized the Board to resolve to convey the Companys own
shares so that the authorization covers all such own shares of the
Company that are acquired on the basis of the acquisition
authorization granted to the Board of Directors.
3 (4)
The authorization entitles the Board of Directors to decide to whom
and in which order the own shares are conveyed. The Board may resolve
to convey the shares in another proportion than that of the
shareholders pre-emptive rights to the Companys shares, provided
that from the Companys perspective important financial grounds exist,
such as financing, implementing or carrying out business acquisitions
or other cooperative arrangements, implementation of other measures
relating to the development of the Companys business or granting
incentives to selected members of the personnel. The shares may also
be conveyed at the public trading on Helsinki Exchanges.
No decision may be taken in favour of anyone belonging to the inner
circle of the Company.
The authorization comprises the right to decide on the price of the
conveyance and the grounds for price determination and the right to
convey the shares against other compensation than cash or to use the
right of set-off.
The authorization is valid until 6 April 2007.
Election of a Nomination committee
The AGM approved the Boards proposal to establish a Nomination
Committee to prepare proposals concerning the members of the Board and
their remuneration for the next Annual General Meeting that decides
upon the nomination of the members of the Board. The representatives
of four of the largest shareholders are elected to the Nomination
Committee and the Chairman of the Board of Directors as an expert
member. The right to appoint members representing the shareholders is
held by those shareholders whose proportion of the votes conferred by
all the Companys shares is the largest on the November 15th prior to
the General Meeting. The Nomination Committee is convened by the
Chairman of the Board of Directors and the Committee elects a chairman
from among its members. The Nomination Committee shall present its
proposal to the Companys Board of Directors no later than on the
February 1st prior to the Annual General Meeting.
Auditors
The AGM approved the Board of Directors proposal that
PricewaterhouseCoopers Oy, Authorized Public Accountants and Johan
Kronberg, APA shall continue as the auditors of the Company.
Helsinki, 6 April 2006
EXEL OYJ
Board of Directors
4 (4)
Exel Oyj is a leading, international Group specialised in composite
technology, with a special focus on pultrusion, pull-winding and
continuous lamination. The Groups operations include design,
manufacturing and marketing of advanced composite products for
industrial applications and consumer goods. Exels most well-known
consumer products include cross-country, alpine and Nordic Walking
poles, antenna radomes and other industrial applications. In 2005 the
Groups net sales totalled EUR 91 million. Exel personnel averaged
450. Exels share is listed on Helsinki Stock Exchanges Main List.
