Notice of a subsidiary merger to Exel Composites Plc's shareholders
EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 6.7.2009 at 12.45 1 (2)
NOTICE OF A SUBSIDIARY MERGER TO EXEL COMPOSITES PLC'S SHAREHOLDERS Exel Composites Plc (Business ID 1067292-7) and its wholly-owned subsidiary Exel Sports Oy (Business ID 1955851-4) signed draft terms of merger on 17 June 2009 according to which Exel Sports Oy will merge into its parent company Exel Composites Plc. The draft terms of merger were entered in the Finnish Trade Register on 23 June 2009. According to the draft terms of merger, Exel Sports Oy's assets and liabilities will be transferred to the parent company Exel Composites Plc without liquidation. No merger consideration will be paid for the merger, as the parent company owns all of the shares of the merging company. The merger will not cause any amendments to Exel Composite Plc's Articles of Association. The reason for the merger is the clarification of the company structure. The intended date of registration of the implementation of the merger is 31 December 2009. The draft terms of merger, including appendices and the documents defined in the Limited Liability Companies Act (624/2006), Chapter 16, section 11, are available to the shareholders as from today at the head office of Exel Composites Plc at Uutelantie 24 B, Mäntyharju, Finland. Copies of these documents will be sent to shareholders on request. Orders can be placed by phone at + 20 7541 225/Sari Sivola or by email to sari.sivola@exel.fi. If Exel Composites Plc's shareholders who hold altogether at least five (5) percent of the company shares within one month of the publication of this notice demand in writing that the decision on the merger be made by the General Meeting, an extraordinary General Meeting will be convened in accordance with the Limited Liability Companies Act and the Articles of Association. The demand shall be submitted in writing to Exel Composites Plc to the address Exel Composites Plc / Ilkka Silvanto, P.O. Box 29, FI-52701 Mäntyharju, Finland. Vantaa, 6 July 2009 Exel Composites Plc Board of Directors Further information: Vesa Korpimies, President and CEO, Exel Composites Plc, tel. +358 50 590 6754, or email vesa.korpimies@exel.net Ilkka Silvanto, CFO, Exel Composites Plc, tel. +358 50 598 9553, or email ilkka.silvanto@exel.fi DISTRIBUTION NASDAQ OMX Helsinki Ltd. Main news media www.exelcomposites.com EXEL COMPOSITES IN BRIEF Exel Composites 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.