Notice to Exel Composites Plc’s Annual General Meeting 2024

EXEL COMPOSITES PLC     STOCK EXCHANGE RELEASE       16.2.2024 at 09:15 EET

Notice is given to the shareholders of Exel Composites Plc to the Annual General Meeting of Shareholders to be held on Tuesday 26 March 2024 at 10:00 EET at Scandic Marina Congress Center at the address Katajanokanlaituri 6, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:30 EET at the meeting venue.

Shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are presented in this notice under section C.

Shareholders registered to the Annual General Meeting may follow the meeting through a webcast. Instructions regarding the webcast are presented in this notice under section C. It is not possible to ask questions, make counterproposals, make other interventions, or vote via webcast. Following the meeting via webcast is not considered as participation in the General Meeting or as the exercise of shareholders' rights.

A. Matters on the agenda of the Annual General Meeting and their course of procedure

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial statements, the Board of Directors’ Report and the auditor’s report for the year 2023

Review by the President and CEO 

7. Adoption of the financial statements and consolidated financial statements
8. Resolution on the disposal of the profit shown on the balance sheet and the payment of dividend

The Board proposes to the Annual General Meeting that no dividend be paid based on the adopted financial statements for the financial year ended 31 December 2023.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability for the financial year 2023
10. Presentation of Remuneration Report for Company’s governing bodies

The Board of Directors proposes that the Company’s Remuneration Report 2023 be approved. The resolution of the General Meeting on the approval of the Remuneration Report is advisory.

The Remuneration Report 2023 will be available on the Company’s website at investors.exelcomposites.com/agm no later than 5 March 2024.

11. Presentation of Remuneration Policy for Company’s governing bodies

The Board of Directors proposes that the Company’s Remuneration Policy be approved. The resolution of the General Meeting on the approval of the Remuneration Policy is advisory.

The Remuneration Policy is appended to this Notice to General Meeting and available on the Company’s website at investors.exelcomposites.com/agm.

12. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board elected by the Annual General Meeting proposes to the Annual General Meeting that the annual remuneration for the Board members shall be as follows: for the Chairman of the Board of Directors EUR 45,000 (previous year EUR 45,000) and for each other Board member EUR 21,000 (previous year EUR 21,000).

Additionally, a remuneration be paid for the Chairman of the Board of Directors of EUR 1,500 (previous year EUR 1,500) for attendance at each Board and committee meeting and for each similar all-day Board assignment and for each other Board member EUR 1,000 (previous year EUR 1,000) for attendance at each Board and committee meeting and for each similar all-day Board assignment. Additionally, for each committee meeting, the meeting fee for the committee chairman shall be EUR 1,500 (previous year EUR 1,500). 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.

Out of the yearly remuneration 60% would be paid in cash and 40% in Company’s shares, which would be acquired directly for and on behalf of the members of the Board of Directors from the stock exchange market in amounts corresponding to EUR 18,000 for the Chairman of the Board, and EUR 8,400 for each other Board member. The shares will be acquired within two weeks following the publication of the Company’s first quarter 2024 Business Review or as soon as possible thereafter in accordance with applicable legislation. 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, for any reason, of any member of the Board of Directors terminate before the next Annual General Meeting, the member of the Board of Directors shall return to the Company the remuneration or equivalent amount in cash for the period corresponding to the term of office following the termination of membership.

13. Resolution on the number of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be confirmed to be five (5).

14. Election of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that Jouni Heinonen, Petri Helsky, Helena Nordman-Knutson, Jouko Peussa and Kirsi Sormunen be re-elected as members of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2025.

The Nomination Board further proposes Jouni Heinonen to be re-elected as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2025.

All nominees are independent of the Company and its major shareholders and have given their consent for the election. The current Board member proposed to be re-elected have been presented at Company’s website at investors.exelcomposites.com/governance.

15. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor’s compensation be paid against an invoice as approved by the Company.

16. Election of auditor

The Board of Directors proposes that the Company’s present auditor, Ernst & Young Oy, Authorized Public Accountants, be re-elected as auditor of the Company for the term that will continue until the end of the next Annual General Meeting. The proposed auditor has given its consent for the election. Ernst & Young Oy has announced Timo Eerola, APA, to be the auditor with principal responsibility.

If Ernst & Young Oy will be elected as the auditor of the Company, it will also carry out the assurance of the company's sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Companies Act (1252/2023), and its compensation will be paid against an invoice as approved by the Company.

The Board of Directors has prepared its proposal in accordance with Art. 16 of the EU Audit Regulation (537/2014). As required by the EU Audit Regulation, the Board of Directors hereby confirms that its proposal is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.

17. Proposal by the Board of Directors to amend the Articles of Association

The Board of Directors proposes to the General Meeting that the Articles of Association be amended to allow for remote participation in a General Meeting (hybrid meeting) or, if the Board of Directors so decides, to hold a General Meeting as a remote meeting without a physical meeting place. In a remote meeting, shareholders may exercise their full decision-making rights, including the right to ask questions and vote, by means of telecommunication and technical aid. The amendments do not preclude arranging General Meetings as traditional in-person meetings.

The proposal is to amend Article 11 (Annual General Meeting) of the Articles of Association, the title of which would be amended to “General Meeting”.

The new Article 11 of the Articles of Association (General Meeting):

An Annual General Meeting must be held annually before the end of June in either Mäntyharju, Helsinki or Vantaa on a date specified by the Board.

At the Annual General Meeting the following shall be

presented:

1. financial statements, including the consolidated financial statement, and the annual review;
2. auditor’s report;

decided:

3. adoption of the financial statements and the consolidated financial statements;
4. disposal of the profit in the adopted balance sheet;
5. granting discharge from liability to the members of the Board of  Directors and the Managing Director;
6. the number of members of the Board of Directors and the fees to be paid;
7. the fees to be paid to the auditor;

elected:

8. members of the Board of Directors; and
9. auditor.

The Board may decide that a shareholder may also participate in an Annual General Meeting or Extraordinary General Meeting by exercising their right to vote by means of a telecommunication connection and technical aid before or during the General Meeting (hybrid meeting). The Board of Directors may also decide that an Annual General Meeting or Extraordinary General Meeting shall be held without a meeting place in such a way that the shareholders exercise their decision-making power in full in real time during the General Meeting by using a telecommunication connection and technical aid (remote meeting).

18. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares as follows:

The amount of own shares to be repurchased and/or accepted as pledge on the basis of the authorization shall not exceed 600,000 shares in total, which corresponds to approximately 5.0 per cent of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides on how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase). The Board of Directors shall decide on other terms of the share repurchase and/or acceptance as pledge.

Shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, as part of the Company’s incentive program or to be retained, otherwise conveyed or cancelled by the Company.

The authorization cancels the authorization given to the Board of Directors by the General Meeting on 10 May 2023 to decide on the repurchase and/or acceptance as pledge of the Company’s own shares.

The authorization is effective until the end of the next Annual General Meeting, however, no longer than until 30 June 2025.

19. Authorizing the Board of Directors to decide on a share issue and the special entitlement of shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows:

The amount of shares to be issued on the basis of the authorization may be a maximum of 2,379,000 new shares, which corresponds to approximately 20.0 per cent of all shares in the Company, and/or a maximum of 600,000 Company’s own shares.

The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights. The shares to be issued based on the authorization can be used 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 authorization shall be valid until the next Annual General Meeting, however, until 30 June 2025 by latest. The authorization cancels previous unused authorizations to issue shares or special entitlement of shares.

20. Closing of the Annual General Meeting

B. Documents of the Annual General Meeting 

The proposals for the decisions on the matters on the agenda listed above and this notice are available on Company’s website at www.exelcomposites.com. The annual report of the Company, including the Company’s financial statements, consolidated financial statements, the Board of Directors’ report and the auditor’s report, and the remuneration report will be available on the corporate website no later than 5 March 2024. The proposals for the decisions and the other documents mentioned above will also be available at the Annual General Meeting. The minutes of the Meeting will be available on the corporate website on 9 April 2024, at the latest.

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered on the record date of the General Meeting, 14 March 2024, in the shareholders’ register of the Company kept by Euroclear Finland Ltd is entitled to participate in the General Meeting. A shareholder whose shares are registered on their personal Finnish book-entry account is registered in the shareholders’ register of the Company.

Registration for the Annual General Meeting will commence on 19 February 2024 at 10:00 EET. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 19 March 2024 at 16:00 EET by giving a prior notice of participation to the Company, which shall be received by the Company no later than on the above-mentioned date and time.

Registration for the Annual General Meeting can be done in the following ways:

a)      Via Company’s website at investors.exelcomposites.com/agm. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate;

b)       By email by submitting the registration form and advance voting form available on the company's website or equivalent information to agm@innovatics.fi;

c)        By regular mail by submitting the registration form and advance voting form available on the company's website or equivalent information addressed to Innovatics Oy, General Meeting / Exel Composites Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki.

In connection with the registration, please provide the requested information, such as the shareholder's name, date of birth or business ID, contact details, the name of any assistant or proxy representative and the proxy's date of birth. The personal data provided by shareholders to Exel Composites Plc or Innovatics Oy will only be used in connection with the General Meeting and the processing of related registrations.

The shareholder, his/her representative or proxy must be able to prove his/her identity and/or right of representation at the meeting if necessary.

Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 13.00 p.m. to 16.00 p.m EET.

2. Holder of nominee registered shares 

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 14 March 2024, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by 21 March 2024 at 10:00 EET. As regards to nominee registered shares, this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request well in advance the necessary instructions from his/her custodian bank regarding the temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions, registration and attendance at the Annual General Meeting and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to attend the Annual General Meeting temporarily in the shareholders’ register of the Company at the latest by the time stated above and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares.

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her shareholder rights at the meeting by way of proxy representation. A shareholder's proxy may also elect to vote in advance as described in this notice if he/she so wishes. The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which he/she will be able to register and vote in advance on behalf of the shareholder that he/she represents. The shareholder's proxy must present dated proxy documents, or otherwise in a reliable manner prove that he/she is entitled to represent the shareholder at the General Meeting. You can prove your right to representation by using the suomi.fi e-Authorizations service available in the electronic registration service.

Model proxy documents and voting instructions are available on the Company's website investors.exelcomposites/agm. If a shareholder participates in the General Meeting through several proxies representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy represents the shareholder shall be identified in connection with the registration.

Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Exel Composites Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or his/her proxy shall register for the General Meeting in the manner described above in this notice.

4. Advance voting

A shareholder whose shares in the Company are registered in his/her personal Finnish book-entry account may vote in advance between 19 February 2024 at 10:00 EET and 19 March 2024 at 16:00 EET on certain items on the agenda of the General Meeting.

Advance voting can be done in the following ways:

a)      Via Company’s website at investors.exelcomposites.com/agm. Login to the service is done in the same way as for registration in section C.1 of this notice;

b)       by e-mail by submitting the advance voting form available on the Company's website or equivalent information to the e-mail address agm@innovatics.fi; or

c)      by mail by submitting the advance voting form available on the Company's website or equivalent information to Innovatics Oy, General Meeting / Exel Composites Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.

Advance votes must be received by the time the advance voting ends. In addition to advance voting, the shareholder shall ensure registration for the General Meeting before the end of the registration period.

A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Finnish Limited Liability Companies Act unless he/she attends the General Meeting in person or by proxy at the meeting venue.

With respect to nominee registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom he/she represents in accordance with the voting instructions given by them during the registration period set for the nominee-registered shareholders.

Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes. The conditions and other instructions for electronic advance voting are available on the Company's website at investors.exelcomposites.com/agm.

5. Other instructions and information 

The meeting language is Finnish.

The information concerning the Annual General Meeting required under the Companies Act and the Securities Market Act is available on the Company's website at investors.exelcomposites.com/agm.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting. 

Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting or the shareholder’s voting rights.

The Company will arrange an opportunity for registered shareholders to follow the meeting online via webcast. Shareholders are asked to take into account that following the meeting via webcast is not considered participating in the General Meeting, and that it is not possible for the shareholders to exercise their shareholder rights in the General Meeting through the webcast. Following the webcast requires registration for the General Meeting pursuant to Section C.1 above. Following the meeting via the webcast is possible only for shareholders who are registered in the shareholders' register of the Company held by Euroclear Finland Oy on the record date of the General Meeting and who have registered for the General Meeting or to follow the meeting prior to the end of the registration period. A video link to follow the meeting via webcast will be sent by e-mail and/or text message to the email address and/or mobile phone number provided in connection with the registration on the day before the to all shareholders who have registered for the General Meeting or to follow the meeting.

On the date of this notice to the Annual General Meeting, the total number of shares and votes in Exel Composites Plc is 11,896,843. On the date of this notice, the Company holds a total of 42,899 of its own shares.

Vantaa, 16 February 2024

Exel Composites Plc
Board of Directors

For further information, please contact:
Mikko Rummukainen, CFO
tel. +358 20 7541 335

mikko.rummukainen@exelcomposites.com

Exel Composites in brief

Exel Composites is one of the largest manufacturers of composite profiles and tubes made with pultrusion and pullwinding technologies and a pultrusion technology forerunner in the global composite market. Our forward-thinking composite solutions made with continuous manufacturing technologies serve customers in a wide range of industries around the world. You can find our products used in applications in diverse industrial sectors such as wind power, transportation and building and infrastructure.

Our R&D expertise, collaborative approach and global footprint set us apart from our competition. Our composite solutions help customers save resources, reduce products' weight, improve performance and energy efficiency, and decrease total lifetime costs. We want to be the first choice for sustainable composite solutions globally.

Headquartered in Finland, Exel Composites employs over 600 forward-thinking professionals around the world and is listed on Nasdaq Helsinki. To find out more about our offering and company please visit www.exelcomposites.com.