Exel Composites' Shareholders' Nomination Board's proposal for composition and remuneration of the Board of Directors

EXEL COMPOSITES PLC     STOCK EXCHANGE RELEASE    24 JANUARY 2017 at 15:45 EET


Exel Composites' Shareholders' Nomination Board's proposal for composition and remuneration of the Board of Directors

Composition of the Board of Directors

The Shareholders' Nomination Board elected by the Annual General Meeting of Exel Composites Plc proposes to the Annual General Meeting to be held on 4 April 2017 that Mr Petri Helsky, Mr Reima Kerttula and Mr Jouko Peussa be re-elected as members of the Board for the term ending at the closure of the Annual General Meeting of 2018. The Nomination Board also proposes that Mr Kai Kauto and Ms Helena Nordman-Knutson be elected as new members of the Board of Directors.

Mr Kauto (50) is currently President of the Finnish Teknoware Oy. Teknoware is an internationally operating expert supplier of interior lighting systems for commercial vehicles and emergency lighting systems for public premises and ships. Previously Mr Kauto has, among other positions, served as General Manager at Thermo Fischer Scientific Oy. He holds an M.Sc. in mechanical engineering.

Ms Nordman-Knutson (52) is currently Senior Director at Hallvarsson & Halvarsson, a Swedish communications agency with expertise in the field of corporate and financial communications, corporate social responsibility and investor relations among others. In addition to a career offering strategic advisory for technology companies, she has a strong background of equity analysis. Ms Nordman-Knutson holds an M.Sc. in international politics and an M.Sc.in economics.

Matti Hyytiäinen (Vice Chairman of the Board of Directors since 2016 and member since 2015) and Heikki Hiltunen (member since 2011) have informed that they are not available for re-election.

The Nomination Board further proposes that the Annual General Meeting resolves to re-elect Reima Kerttula as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2018.

All nominees are independent of the Company and its major shareholders, and have given their consent for the election.

Remuneration of the Board of Directors

The Nomination Board proposes to the Annual General Meeting of 4 April 2017 that the annual remuneration for the Board members shall be as follows: yearly remuneration of EUR 41,000 (previous year EUR 36,000) for the Chairman of the Board of Directors 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 19,000 (previous year EUR 18,000) and additionally EUR 1,000 for attendance at Board and committee meetings and other similar Board assignments.

Out of the yearly remuneration 60% would be paid in cash and 40% in Exel Composites Plc shares, which would be acquired directly for and on behalf of the members of the Board of Directors during 6 April - 27 April 2017 from the stock exchange market in amounts corresponding to EUR 16,400 for the Chairman and EUR 7,600 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.

The Nomination Board 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.

The Nomination Board comprises four members nominated by the largest shareholders, and the Chairman of the Board of Directors, acting as an expert member. The largest shareholders of the Company were determined on the basis of the shareholdings registered in the Finnish book-entry system on 3 October 2016.

The composition of the Nomination Board preparing the proposal for the Annual General Meeting 2017 is the following:

  • Ted Roberts, Nordea Asset Management, as Chairman of the Nomination Board
  • Claes Murander, Lannebo Fonder AB
  • Kalle Saariaho, OP Fund Management Company
  • Tuomas Virtala, Danske Invest Finland   
  • Reima Kerttula, Chairman of the Board of Directors

  
Vantaa, 24 January 2017



Exel Composites Plc
Riku Kytömäki, President & CEO


For further information, please contact:
Riku Kytömäki, President and CEO
tel. +358 50 511 8288

riku.kytomaki@exelcomposites.com  

Mikko Kettunen, CFO
tel. +358 50 347 7462

mikko.kettunen@exelcomposites.com

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www.exelcomposites.com


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 Helsinki Ltd.

About Us

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 Helsinki Ltd.

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