Notice of Exel Plc Annual General Meeting
EXEL OYJ STOCK EXCHANGE ANNOUNCEMENT 13.3.2008 at 8.15 1 (3)
NOTICE OF EXEL PLC ANNUAL GENERAL MEETING The shareholders of Exel Plc are hereby invited to attend the Annual General Meeting of Shareholders to be held on Thursday 10 April 2008 at 10.00 a.m. at Kansallissali, Aleksanterinkatu 44, Helsinki, Finland. AGENDA OF THE ANNUAL GENERAL MEETING: 1. Matters belonging to the Annual General Meeting as stated in the Finnish Limited Liabilities Companies Act and the Articles of Association of the Company 2. Proposal of the Board of Directors to authorise the Board to acquire the Company's own shares The Board of Directors proposes that the Annual General Meeting would resolve on authorising the Board of Directors to decide on acquiring a maximum of 594,842 Company's own shares. Own shares shall be acquired with unrestricted equity either a) through a tender offer made to all the shareholders on equal terms and for an equal price determined by the Board of Directors; or b) other than in proportion to the holdings of the shareholders through public trading of the securities on the OMX Nordic Exchange Helsinki at the market price of the shares by the time of the acquisition. The shares may be acquired to be used as consideration in possible mergers and acquisitions or other business arrangements, to finance investments, as a part of the Company's incentive program for personnel or to be retained, conveyed or cancelled by the Company. The authorisation entitles the Board of Directors to decide on other terms of the share acquisitions. The share acquisition authorisation is valid until 10 April 2009. 3. Proposal of the Board of Directors to authorise the Board to decide on a share issue The Board of Directors proposes that the Annual General Meeting would resolve on authorising the Board of Directors to decide to issue a maximum of 594,842 new shares and convey a maximum of 594,842 Company's own shares against payment. New shares may be issued and the Company's own shares may be conveyed to the Company's shareholders in proportion to their current shareholdings in the Company or waiving the shareholder's pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so such as using the shares as consideration in possible mergers and acquisitions and other business arrangements, to finance investments or as a part of the Company's incentive program for personnel. The amount payable for issued new shares or conveyed own shares shall be either entirely or partially entered into the invested unrestricted equity fund as to be decided by the Board of Directors. The authorisation entitles the Board of Directors to decide on other terms of the share issues. The share issue authorisation is valid until 10 April 2009. 4. Proposal of the Board of Directors on decrease of the premium fund The Board of Directors proposes to the Annual General Meeting of Shareholders to resolve to decrease the premium fund as shown in the balance sheet as of 31 December 2007 by the amount of EUR 8,487,699.84. The decreased amount shall be transferred to the invested non-restricted equity fund. After the decrease the amount of the premium fund shall be zero. Creditors' protection procedure in compliance with Chapter 14 of the Finnish Limited Liabilities Companies Act shall be required prior to registration of the decrease of the premium fund. The Board of Directors considers the decrease of the premium fund and entering the amount to the invested non-restricted equity fund enhances the use of the equity of the Company. Dividend The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.20 per share be paid for the financial period that closed on 31 December 2007. 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, 15 April 2008. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 22 April 2008. Composition of the Board of Directors and remunerations The Company's Nomination Committee proposes to the Annual General Meeting that five (5) members be elected to the Board of Directors and that the present members Kari Haavisto, Peter Hofvenstam and Vesa Kainu be re-elected as the members of the Board of Directors for the term of office continuing until the end of next Annual General Meeting. The Nomination Committee also proposes that Göran Jönsson and Heikki Mairinoja be elected as new members for the term of office continuing until the end of next Annual General Meeting. The Nomination Committee proposes that Peter Hofvenstam be elected as the Chairman of the Board. The Nomination Committee further proposes that the annual remuneration for the Board members be unchanged, i.e. that the Chairman of the Board of Directors be paid a yearly remuneration of EUR 32,000 and additionally EUR 1,500 for attendance at Board and committee meetings and other similar Board assignments and the other Board be paid a yearly remuneration of EUR 14,000 and additionally EUR 1,000 for attendance at Board and committee meetings and other similar Board assignments. The Nomination Committee 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. Auditor The Board of Directors proposes that Ernst & Young Oy, certified by the Central Chamber of Commerce, be re-elected as the auditor of the Company for a term that will continue until the end of the next Annual General Meeting. Appointment of a Nomination Committee Company's shareholders, who together represent more than 40 per cent of the votes conferred by the Company's shares, propose that the Annual General Meeting shall resolve to appoint a Nomination Committee to prepare proposals concerning Board members and their remunerations for the following Annual General Meeting. The Nomination Committee would consist of the representatives of the four largest shareholders and of the Chairman of the Board of Directors, acting as an expert member. 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 Annual General Meeting would have the right to appoint the members representing the shareholders. Should a shareholder not wish to use its right to nominate, this right would be passed on to the next largest shareholder. The largest shareholders would be determined on the basis of the ownership information registered in the book-entry system. The Nomination Committee would be convened by the Chairman of the Board of Directors, and the Committee would choose a chairman from among its own members. The Nomination Committee should give its proposal to the Board of Directors of the Company at the latest by 1st of February preceding the Annual General Meeting. Availability of the documents Copies of the financial statements and the proposals of the Board of Directors described above will be available for shareholders to view as of 3 April 2008 on the Exel's internet-pages www.exel.fi and at Exel's head office at Uutelantie 24 B, Mäntyharju, Finland. Copies of the documents in question will be sent to shareholders upon request. The Annual Report will also be available at Exel´s web site. Right to attend the Meeting The right to attend the Annual General Meeting is vested in a shareholder who is registered on Monday, 31 March 2008 in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd. Shareholders who hold their shares under the name of a nominee can prior to the Annual General Meeting be temporarily registered in the register of shareholders of the Company to allow attendance at the Annual General Meeting. Registration must have been effected 31 March 2008 at the latest. Shareholders who intend to participate in the meeting shall notify the Company of their intention to participate no later than at 4.00 p.m. on 3 April 2008, either by mail address to Exel Plc/Merja Mäkinen, PB 29, 52701 Mäntyharju, Finland or by telephone to +358 20 7541 221/Merja Mäkinen or by fax to +358 20 7541 201 or by e-mail to investor@exel.fi. Written notices of participation must be received by the deadline for notification. Eventual powers of attorneys are requested to be sent together with notification of participation. In Vantaa, 12 March 2008 EXEL PLC The Board of Directors Further information: Göran Jönsson, President, tel. +46 708 43 0110, or email goran.jonsson@exel.fi Ilkka Silvanto, CFO and Administrative Director, tel. +358 50 598 9553, or email ilkka.silvanto@exel.fi DISTRIBUTION OMX Nordic Exchange Helsinki Main news media www.exel.net EXEL IN BRIEF Exel is a technology company which designs, manufactures and markets composite profiles and tubes for industrial applications and sports equipment. Exel's operations consist of two divisions: Exel Composites, the Industry Division of Exel, and Exel Sports Brands. The personnel's expertise and high level of technology play a major role in Exel's operations. The core of the operations is based on own, internally developed composite technology, product range based on it and the domination of selected market segments with a strong quality and brand image. The Company's growth is based on permanent search of new applications and development in co-operation with customers. Exel concentrates on niche segments and on profitable growth. Exel's share is listed in the Small Cap segment of the OMX Exchange Helsinki's Nordic list.