Notice to Exel Composites Plc’s Extraordinary General Meeting
EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 25.4.2024 at 8.58 EEST
Notice is given to the shareholders of Exel Composites Plc (“Exel Composites” or the “Company”) to the Extraordinary General Meeting of Shareholders to be held on Friday 17 May 2024 at 10:00 EEST 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 EEST 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 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 Extraordinary General Meeting and their course of procedure
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- Authorisation of the Board of Directors to resolve on a rights offering
The Company is planning on conducting a rights offering of up to approximately EUR 23 million (the “Offering”). The Offering and its terms have been described in more detail in the stock exchange release announced by the Company today on 25 April 2024.
The Board of Directors proposes that the General Meeting authorise the Board of Directors to resolve on the Offering as follows:
The shares to be issued under the authorisation are new shares. Under the authorisation, a maximum of 265 million shares can be issued.
The shareholders have a pre-emptive right to the new shares in the same proportion as they already hold shares in the Company. However, shares not subscribed by shareholders may be offered on a secondary basis for subscription by other shareholders or by other persons. The Board of Directors is entitled to decide to whom the shares that remain unsubscribed will be offered. Subscriptions would be paid in cash.
The Board of Directors is authorised to resolve on all other terms and conditions of the Offering.
The authorisation is valid until 31 December 2024.
The authorisation does not revoke the authorisation granted by the Annual General Meeting on 26 March 2024 to the Board of Directors to resolve on share issues and granting of special rights entitling to shares.
- Closing of the General Meeting
B. Documents of the General Meeting
The proposal for the decision on the matter on the agenda listed above and this notice are available on Company’s website at www.exelcomposites.com. The meeting documents to be kept available in accordance with the Finnish Companies Act Chapter 5 Section 22 are available at the above-mentioned address no later than 26 April 2024. The proposals for the decisions and the other documents mentioned above will also be available at the General Meeting. The minutes of the General Meeting will be available on the corporate website on 31 May 2024, at the latest.
C. Instructions for the participants in the General Meeting
- Shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the General Meeting, 6 May 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 in his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company.
Registration for the General Meeting will commence on 26 April 2024 at 10:00 EEST. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting, shall register for the meeting no later than 10 May 2024 at 16:00 EEST 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 General Meeting can be done in the following ways:
a) Via Company’s website at investors.exelcomposites.com/egm. Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish or Swedish bank ID or mobile certificate;
b) By email to egm@innovatics.fi;
c) By phone +358 10 2818 909 (on working days from 9:00-12:00 EEST and 13:00-16:00 EEST; or
d) By regular mail 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 EEST.
- 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-Authorisations service available in the electronic registration service.
Model proxy documents and voting instructions are available on the Company's website investors.exelcomposites/egm. 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 egm@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.
- Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting, i.e. on 6 May 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 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 14 May 2024 at 10:00 EEST. As regards to nominee registered shares, this constitutes due registration for the 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 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 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.
- Advance voting
A shareholder whose shares in the Company are registered in his/her personal Finnish book-entry account may vote in advance between 26 April 2024 at 10:00 EEST and 10 May 2024 at 16:00 EEST 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/egm. 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 egm@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/egm.
- Other instructions and information
The information concerning the General Meeting required under the Companies Act and the Securities Market Act is available on the Company's website at investors.exelcomposites.com/egm.
The Company will arrange an opportunity for registered shareholders to follow the meeting online via 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.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the 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 General Meeting do not affect the right to participate in the General Meeting or the shareholder’s voting rights.
On the date of this notice to the 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, 25 April 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.