Notice to Exel Plc Annual General Meeting
EXEL OYJ STOCK EXCHANGE RELEASE 27.2.2009 at 8.00
NOTICE TO EXEL PLC ANNUAL GENERAL MEETING Notice is given to the shareholders of Exel Plc to the Annual General Meeting of Shareholders to be held on Thursday 16 April 2009 at 10 a.m. at Kansallissali, at the address of Aleksanterinkatu 44, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.00 a.m. 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 review the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and the voting list 6. Presentation of the financial statements, the report of the Board of Directors and the auditor's report for the year 2008 Review by the Company's CEO 7. Adoption of the financial statements and consolidated financial statements 8. Resolution on the dispose of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes to the Annual General Meeting that no dividend will be paid for the financial period that closed on 31 December 2008. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Nomination Committee proposes that the annual remuneration for the Board members be unchanged, i.e. that the Chairman of the Board of Directors be paid a yearly remuneration of EUR 32,000 and additionally EUR 1,500 for attendance at Board and committee meetings and other similar Board assignments and the other Board members be paid a yearly remuneration of EUR 14,000 and additionally EUR 1,000 for attendance at Board and committee meetings and other similar Board assignments. The Nomination Committee 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. 11. Resolution on the number of members of the Board of Directors The Nomination Committee proposes to the Annual General Meeting that five (5) members be elected to the Board of Directors. 12. Election of members of the Board of Directors The Nomination Committee proposes to the Annual General Meeting that the present members Peter Hofvenstam, Göran Jönsson, Vesa Kainu and Heikki Mairinoja be re-elected as members of the Board of Directors for the term of office continuing until the end of next Annual General Meeting. The Nomination Committee also proposes that Reima Kerttula be elected as new member of the Board of Directors for the term of office continuing until the end of next Annual General Meeting. All nominees have given their consent for the position. The new proposed Board member Mr. Reima Kerttula (born 1955) is currently President and CEO of Tamfelt Corporation. He holds M.Sc. degree in Engineering from Oulu University. From 2007 to 2008 he was Senior Vice President of Metso Paper Inc, Paper and Board Business Line, Paper and Board Machines and during the period from 2006 to 2008 Managing Director of Metso Paper Inc, Rautpohja Paper and Board Machinery. The presentation of persons proposed for Exel Plc's Board of Directors can be found on the Company's website www.exel.net. 13. Resolution on the remuneration of the auditor The Board of Directors proposes that the auditor's compensation is paid against an invoice as approved by the Company. 14. Election of auditor The Board of Directors proposes that Ernst & Young Oy, certified by the Central Chamber of Commerce, be re-elected as an 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. 15. Proposal by the Board of Directors to amend sections 1 and 10 of the Articles of Association The Board of Director proposes to the Annual general Meeting that the new Company name shall be in Finnish Exel Composites Oyj and in English Exel Composites Plc. The Board of Directors also proposes that Section 10 of the Articles of Association is amended so that an invitation to a General Meeting be delivered to shareholders at the latest twenty-one (21) days before the Meeting by publishing the invitation on the Company's website or dispatching it to each shareholder by registered mail to the address entered in the shareholders' register or otherwise verifiably in writing 16. Authorising the Board of Directors to decide on the acquisition of 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 600,000 Company's own shares. The authorisation shall also contain an entitlement for the Board of Directors to accept its own shares as pledge. Own shares shall be acquired with unrestricted equity either through a tender offer made to all the shareholders on equal terms and for an equal price determined by the Board of Directors; or other than in proportion to the holdings of the shareholders through public trading of the securities on the NASDAQ OMX Helsinki Ltd 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 16 April 2010. 17. Authorising the Board of Directors to decide on the share issue and special rights, option rights and/or convertible bonds 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 2,400,000 new shares and convey a maximum of 600,000 Company's own shares against payment. By virtue of the authorisation, the Board of Directors also has the right to grant option rights, convertible bonds and/or special rights referred to in Chapter 10, Section 1 of the Companies Act, which entitle to new shares or the Company's own shares against payment in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price. 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 16 April 2010. 18. 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. 19. Closing of the Annual General Meeting A. Documents of the Annual General Meeting The proposals of the Board of Directors as well as this notice are available on Exel Plc's website at www.exel.net. The annual report of Exel Plc, including the Company's financial statement, consolidated financial statements, the report of the Board of Directors and the auditor's report, is available on the above-mentioned website no later than 13 March. The proposals of the Board of Directors as well as the financial statements are also available at the Annual General Meeting and, copies of these documents and/or of this notice will be sent to shareholders upon request. B. Instructions for the participants in the Annual General Meeting 1. The right to participate and registration Each shareholder, who is registered on Monday, 6 April 2009 in the shareholders' register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, who wants to participate in the Annual General Meeting, should register for the meeting no later than Thursday 9 April 2009 at 4 p.m. by giving a prior notice of participation to the Company. Such notice can be given either: a) on the Company's website www.exel.net; b) by telephone at +358 20 7541 225 from Mondays to Fridays between 8 a.m. and 4 p.m.; c) by telefax +358 20 7541 202; or d) by regular mail to the address Exel Plc, P.O. Box 29, 52701 Mäntyharju, Finland. When giving the notice by regular mail the notice should be delivered to the Company before the deadline for registration. In connection with the registration, a shareholder should notify his/her name, address, telephone number and the name of a possible assistant. The personal data given to Exel Plc is used only in connection with the Annual General Meeting and with processing of related registrations. Pursuant to chapter 5, section 25 of the Finnish Company's Act, a shareholder who is present at the shareholders' meeting has the right to request information with respect to the matters to be considered at the meeting. 2. Authorised representatives A shareholder may participate in the Annual General Meeting via an authorised representative. A representative should provide a dated power of attorney or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the meeting. Possible power of attorneys should be delivered in originals to Exel Plc, P.O.Box 29, 52701 Mäntyharju, Finland 9 April at the latest. 3. Holders of nominee registered shares Shareholders who hold their shares under the name of a nominee can prior to the Annual General Meeting be temporarily registered in the shareholders' register of the Company to allow attendance at the Annual General Meeting. Registration must have been effected 6 April 2009 at the latest. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of power of attorneys and the registration for the Annual General Meeting from his/her custodian bank. 4. Other information On the date of this notice to the Annual General Meeting, the total number of shares and votes in Exel Plc is 11.896.843 In Vantaa, on 26 February 2009 EXEL PLC The Board of Directors Further information: Vesa Korpimies, President & CEO, tel. +358 50 590 6754, or email vesa.korpimies@exel.net Ilkka Silvanto, CFO and Administrative Director, tel. +358 50 598 9553, or email ilkka.silvanto@exel.fi DISTRIBUTION OMX Nordic Exchange Helsinki Main news media www.exel.net EXEL IN BRIEF Exel is a technology company which designs, manufactures and markets composite profiles and tubes for industrial applications. The Group is the leading composite profile manufacturer in the world and concentrates on growing niche segments. The core of the operations is based on own, internally developed composite technology, product range based on it and a strong market position in selected segments with a strong quality and brand image. Profitable growth is pursued by a relentless search for new applications and development in co-operation with customers. The personnel's expertise and high level of technology play a major role in Exel's operations. Exel's share is listed in the Small Cap segment of NASDAQ OMX Helsinki Ltd.