DECISIONS OF THE ANNUAL GENERAL MEETING

EXEL OYJ         STOCK EXCHANGE RELEASE     14.4.2004 12.45    1 (3)
DECISIONS OF THE ANNUAL GENERAL MEETING OF EXEL OYJ
In the Annual General Meeting of Exel Oyj held on 14 April
2004, 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 period and the
members of the Board were elected. The proposal to
distribute a dividend of EUR 0.80 per share was approved.
The AGM also authorised the Board to increase the Company’s
share capital, and to acquire and convey the Company’s own
shares.
Dividend and discharge from liability
The AGM approved the Board’s proposal to distribute a
dividend of EUR 0.80 per share. Dividend will be paid on 26
April 2004 to shareholders who are registered in the
Company’s Shareholder Register maintained by the Finnish
Central Securities Depository Ltd. The record date for
dividend distribution is 19 April 2004.
The AGM adopted Exel Oyj’s financial statements for 2003 and
discharged the members of the Board and the President from
liability for the financial period 2003.
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. Kari Haavisto,
Peter Hofvenstam, Vesa Kainu, Ove Mattsson and Mika Sulin
were re-elected to the Board. Ove Mattsson was re-elected
Chairman of the Board.
Increase in share capital
The AGM authorised the Board to increase the Company’s share
capital under the following terms: the Board was authorized
to decide to increase the Company’s share capital by one or
more rights issues in such a way that the Company’s share
capital may be increased at the most by EUR 352,500. The
authorization is valid until 14 April, 2005.
In 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 the criteria used to determine the subscription price
and other terms of the rights issue. The pre-emptive right
of shareholders to acquire shares may be deviated provided
that from the Company’s 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
Company’s financial or capital structure or the
implementation of other measures relative to the development
of the Company’s business. No decision may be taken for the
benefit of the Company’s insiders.
In 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.
                                                               2 (3)

Acquisition of the Company’s own shares

The AGM authorised the Board to acquire the Company’s 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
Company’s total share capital or the total voting rights of
the company. The Company may acquire a maximum of 269,160
shares.

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 Company’s
financial or capital structure, to implement other measures
relating to the development of the Company’s business, to
grant incentives to selected members of the personnel, or in
order to be transferred in other ways or to be cancelled.

Since the maximum number of the shares subject to the
acquisition equals a maximum of five (5) per cent of the
total amount of the shares and voting rights of the Company,
the acquisition of the shares will have no material impact
on the distribution of the share ownership and the voting
power in the Company.

The authorization is valid until 14 April 2005.

Right to convey the Company’s own shares

The AGM authorised the Board to resolve to convey the
Company’s own shares so that the authorization would cover
all such own shares of the Company that are acquired on the
basis of the acquisition authorization granted to the Board
of Directors.

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
Company’s shares, provided that from the Company’s
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 Company’s business or granting incentives to selected
members of the personnel. The shares may also be conveyed at
the public trading on the Helsinki Exchanges.

                                                               3 (3)

No decision may be taken in favour of anyone belonging to
the Company’s insiders.

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 14 April 2005.





Helsinki, 14 April 2004

EXEL OYJ

Board of Directors

Further information:
Mr. Ari Jokelainen, President & CEO, Exel Oyj, tel. +358
50 590 6750