Notice of Exel Plc Annual General Meeting
EXEL OYJ STOCK EXCHANGE ANNOUNCEMENT
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 19 April 2007 at 10.00 a.m. at Adams hall at Erottajankatu 15-17, Helsinki, Finland. AGENDA OF THE ANNUAL GENERAL MEETING: 1. Proposal of the Board of Directors for amendments to the Articles of Association The Board of Directors proposes that the Articles of Association be amended to correspond with the new Finnish Companies Act as follows: - The business area provision in Article 2 is amended with a provision that the company may conduct its business directly or through its subsidiaries. - Article 3 regarding the minimum and the maximum share capital and Article 4 regarding the number of shares shall be deleted. - Article 5 shall be amended so that the company's shares belong to the book-entry system and other sections in the Article shall be deleted. - Article 6, Section 2 regarding the election of the Board members and the quorum requirements for the Board of Directors shall be deleted. - Article 8 shall be amended so that instead of signing for the company the term “representing the company” adopted under the new Finnish Companies Act shall be used. - The phrasing of the Article 9 shall be amended so that the Board of Directors decides on granting of proxies. - Article 11 regarding the auditors shall be amended so that the company has one auditor, which shall be an audit firm certified by the Central Chamber of Commerce. Further it is determined that the term of office of the auditor shall expire at the end of the first Annual General Meeting following the election. - Article 13, Section 1 shall be amended so that the Annual General Meeting may, in addition to Mäntyharju and Helsinki, be held in Vantaa. Further, Article 13, Section 2 shall be amended so that at the Annual General Meeting (i) be presented the annual accounts, which include the consolidated annual accounts, and the Board of Director's report; (ii) be decided on the confirmation of the annual accounts, the use of the profit shown in the balance sheet and the amount of auditor's remuneration and (iii) be elected an auditor. 2. Matters belonging to the Annual General Meeting as stated in the Finnish Companies Act and the Articles of Association of the Company 3. 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 Helsinki Stock Exchange 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 19 April 2008. 4. 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 19 April 2008. 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 2006. 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, 24 April 2007. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 2 May 2007. 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, Vesa Kainu, Ove Mattsson and Esa Karppinen be re-elected as the members of the Board of Directors. The Nomination Committee proposes that Ove Mattsson be re-elected as the Chairman of the Board. The Nomination Committee proposes that the annual remunerations for the Board members would be decided as follows: EUR 32,000 for the Chairman and EUR 14,000 for the members per year. It is further proposed that a meeting fee of EUR 1,500 for the Chairman and EUR 1,000 for the Board members be paid per Board or Committee meeting and that travel expenses be compensated in accordance with the Company's travel rules. Auditor The Board of Directors proposes that Ernst & Young Oy, certified by the Central Chamber of Commerce, be 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 12 April 2007 on the Exel's internet-pages www.exel.net 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 Thursday, 5 April 2007 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 5 April 2007 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 12 April 2007, 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 202 or by e-mail to merja.makinen@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. Vantaa, 12 March 2007 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 Helsinki Stock Exchange Main news media www.exel.net EXEL IN BRIEF Exel Oyj is a leading, international Group specialised in composite technology, with a special focus on pultrusion, pull-winding and continuous lamination. The Group's operations include design, manufacturing and marketing of advanced composite products for industrial applications and consumer goods. Exel's most well-known consumer products include cross-country, alpine and Nordic Walking poles, floorball sticks, antenna radomes and other industrial applications. In 2006 the Group's net sales totalled EUR 112 million. Exel personnel averages 550. Exel's share is listed in the Mid Cap segment of the OMX Exchange's Nordic list.