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

EXEL COMPOSITES PLC      STOCK EXCHANGE RELEASE                  1 February 2016 at 4.45 p.m.

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 17 March 2016 that the current members of the Board of Directors, Heikki Hiltunen, Matti Hyytiäinen and Reima Kerttula be re-elected as members of the Board for the term ending at the closure of the Annual General Meeting of 2017. The Nomination Board also proposes that Jouko Peussa and Petri Helsky be elected as new members of the Board of Directors.

Jouko Peussa (58) is currently Engineering & Technology Director of Ingersoll Rand Compression Technologies. Ingersoll Rand is an international company with a turnover of USD 12.9 billion. Jouko Peussa has served Ingersoll Rand in various senior management positions. He is a Licenciate of Technology.

Petri Helsky (49) is currently CEO of Metsä Tissue. Metsä Tissue is an international company producing tissue paper and baking and cooking paper with a turnover of some EUR 1 billion. Previously Petri Helsky has served Kemira in several senior management positions. He holds an M.Sc. in Economics and an M.Sc. in Engineering. 

Peter Hofvenstam (Chairman of the Board since 2008 and member of the Board since 2001) and Kerstin Lindell (member of the Board since 2014) have informed that they are not available for re-election.

The Nomination Board further proposes that the Annual General Meeting resolves to elect Reima Kerttula as Chairman of the Board of Directors and Matti Hyytiäinen as the Vice Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2017. 

All nominees have given their consent for the election. The presentation of persons proposed for Exel Composites Plc's Board of Directors can be found on the Company’s website at www.exelcomposites.com.

Remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting of 19 March 2016 that the annual remuneration for the Board members shall be as follows: Yearly remuneration of EUR 36,000 (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, yearly remuneration of EUR 27,000 for the Vice Chairman of the Board of Directors and additionally EUR 1,250 for attendance at Board and committee meetings and other similar Board assignments and the other Board members be paid a yearly remuneration of EUR 18,000 (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 per cent would be paid in cash and 40 per cent in Exel Composites Plc shares, which would be acquired directly for and on behalf of the members of the Board of Directors during 21 March – 8 April 2016 from the stock exchange market in amounts corresponding to EUR 14,400 for the Chairman, EUR 10,800 for the Vice Chairman and EUR 7,200 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 1 October 2015.

The composition of the Nomination Board preparing the proposal for the Annual General Meeting 2016 is the following:

Ted Roberts, Chairman (Nordea)
Tuomas Virtala (Danske Invest)
Henrik Viktorsson (Alandia Insurance)
Kalle Saariaho (OP Financial Group)
Peter Hofvenstam (Chairman of the Board of Directors)

Vantaa, 1 February 2016


EXEL COMPOSITES PLC
  

Riku Kytömäki
President and CEO

For further information please contact:
Ted Roberts, Chairman of the Nomination Board, tel. +358 400 846 046, email: ted.roberts@nordea.com

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