Notice of Exel's Annual General Meeting
EXEL OYJ STOCK EXCHANGE RELEASE 8.3.2006 at 8.00 1 (4)
NOTICE OF EXELS ANNUAL GENERAL MEETING
The shareholders of Exel Oyj are hereby invited to attend the Annual
General Meeting to be held on Thursday 6 April 2006 at 10.00 a.m. at
the Satakuntatalos festival hall at Lapinrinne 1 A, 00180 Helsinki,
Finland.
The following matters will be dealt at the meeting:
1. Matters pertaining to the Annual General Meeting as stated in
Article 13 of the Companys Articles of Association
2. Proposal by the Board of Directors to authorize the Board to
resolve to increase the Companys share capital under the following
terms:
The Board proposes that the Board be authorized to decide to increase
the Companys share capital by one or more rights issues in such a way
that by virtue of the authorization the Companys share capital may be
increased at most by EUR 100.000 which amounts to approximately 5% of
the Companys share capital. The authorization is valid until 6 April
2007.
By 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 on the criteria used to
determine the subscription price and other terms of the rights issue.
The pre-emptive right of shareholders to subscribe for shares may be
deviated provided that from the Companys 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 Companys financial or capital
structure or the implementation of other measures relating to the
development of the Companys business. No decision may be taken in
favour of anyone belonging to the inner circle of the Company.
By 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.
3. Proposal of the Board of Directors to authorize the Board to
resolve to acquire the Companys own shares
The Board of Directors proposes that the Board be authorised 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 ten (10) per cent of the Companys total share capital or
the total number of votes they carry. Accordingly, the Companys own
shares can be acquired to a maximum total quantity of 1,180,064.
The shares can be acquired either
2 (4)
(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 Companys financial or capital structure, to implement
other measures relating to the development of the Companys business,
to grant incentives to selected members of the personnel, or in order
to be transferred in other ways or to be cancelled.
Acquisition of the shares will reduce the Companys distributable
retained earnings.
The authorization is valid until 6 April 2007.
4. Proposal of the Board of Directors to authorize the Board to
resolve to convey the Companys own shares
The Board proposes that that the Board be authorised to resolve to
convey the Companys 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 Companys shares, provided
that from the Companys 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 Companys business or granting
incentives to selected members of the personnel. The shares may also
be conveyed at the public trading on the Helsinki Exchanges.
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 6 April 2007.
Availability of the Companys accounts and the Boards proposals
Documents relating to the Companys accounts and the Boards proposals
described above will be available for inspection by shareholders as
from 30 March 2006 at the Companys head office at Uutelantie 24 B,
Mäntyharju, Finland. Copies of the said documents will be sent to
shareholders on request.
Right to attend the meeting
3 (4)
A shareholder is entitled to attend the Annual General Meeting if
registered in the Companys shareholder register maintained by the
Finnish Central Securities Depository Ltd no later than on 27 March
2006.
Notification of intended attendance in the Annual General Meeting must
be given to the Company by 4.00 pm Finnish time on 27 March 2006 by
letter addressed to Exel Oyj/Soile Parta, PO Box 29, 52701 Mäntyharju,
Finland, by telephone +358 20 7541 221/Merja Mäkinen, by telefax +358
20 7541 202 or by e-mail to merja.makinen@exel.fi. Written
notifications must arrive before the deadline stated above.
Shareholders are asked to deliver possible proxies to the
aforementioned address in connection with the notification.
Dividend
The Board of Directors proposes to the AGM that a dividend of EUR 0.40
per share be paid for the financial period that closed on 31 December
2005. Dividend is paid to a shareholder who is registered in the
Companys shareholder register maintained by the Finnish Central
Securities Depository Ltd on 11 April 2006, the record date for
dividend distribution. The Board proposes to the AGM that dividend be
paid on 20 April 2006.
Election of the Nomination committee
Companys shareholders, who together represent more than 40 per cent
of the votes conferred by the Companys shares, propose to Annual
General Meeting that a Nomination Committee is established to prepare
proposals concerning the member of the Board and their remuneration
for the next General Meeting that decides upon the nomination of the
members of the Board. The representatives of four of the largest
shareholders are elected to the Nomination Committee and the Chairman
of the Board of Directors as an expert member. The right to appoint
members representing the shareholders is held by those shareholders
whose proportion of the votes conferred by all the Companys shares is
the largest on the November 15th prior to the General Meeting. The
Nomination Committee is convened by the Chairman of the Board of
Directors and the Committee elects a chairman from among its members.
The Nomination Committee shall present its proposal to the Companys
Board of Directors no later than on the February 1st prior to the
Annual General Meeting.
Composition of the Board of Directors
Shareholders representing over 40 % of all of the Companys votes have
announced that they will propose to the AGM that the number of the
Board members to be set at five and that the following persons, all of
whom have given their consent, be re-elected to seats on the Board:
Kari Haavisto, Peter Hofvenstam, Vesa Kainu, Ove Mattsson and Esa
Karppinen. They will also propose that Ove Mattsson be re-elected as
Chairman of the Board of Directors.
Auditors
4 (4)
The Board of Directors proposes that PricewaterhouseCoopers Oy and
Johan Kronberg shall continue as the auditors of the Company.
Vantaa, 7 March 2006
EXEL OYJ
Board of Directors
