Resolutions of the Exel Composites Annual General Meeting 2019
EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 21 MARCH 2019 at 12:30 EET
The Annual General Meeting, AGM, of Exel Composites Plc was held on 21 March 2019 and adopted the following resolutions:
Adoption of the financial statements
The AGM adopted the financial statements of the parent company and the Group for 2018. The AGM also discharged the members of the Board of Directors and the President and CEO of Exel Composites Plc from liability for the financial year 2018.
The AGM decided that a dividend of EUR 0.18 per share be paid for the financial year that closed on 31 December 2018. The dividend will be paid to shareholders registered in the Company's shareholder register maintained by Euroclear Finland Ltd. on the record date for dividend payment, 25 March 2019. The dividend will be paid on 1 April 2019.
Composition of the Board of Directors and remuneration
The AGM elected to the Board of Directors five members based on the proposal by the Nomination Board. The following members of the Board of Directors were re-elected as members of the Board of Directors: Mr Petri Helsky, Mr Reima Kerttula, Ms Helena Nordman-Knutson and Mr Jouko Peussa. Ms Maija Strandberg was elected as a new member of the Board of Directors. The resumés of the members of the Board of Directors are available at www.exelcomposites.com. The term of office of the Board members continues until the end of next Annual General Meeting.
Based on the proposal by the Nomination Board, the AGM re-elected Reima Kerttula as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2020.
The AGM resolved that the annual remuneration for the Board members shall be as follows: yearly remuneration of EUR 41,000 (previous year EUR 41,000) for the Chairman of the Board of Directors and additionally EUR 1,500 (1,500) for attendance at Board and committee meetings and other similar all-day Board assignments, and the other Board members be paid a yearly remuneration of EUR 19,000 (previous year EUR 19,000) and additionally EUR 1,000 (1,000) for attendance at Board and committee meetings and other similar all-day Board assignments. Out of the yearly remuneration 60% would be paid in cash and 40% in Exel Composites Plc shares, which would be acquired directly for and on behalf of the members of the Board of Directors during 25 March - 12 April 2019 from the stock exchange market in amounts corresponding to EUR 16,400 for the Chairman and EUR 7,600 for each of the other members. 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 of any member of the Board of Directors come to an end for whatever reason before the next Annual General Meeting, such member of the Board of Directors will have to return to the Company the remuneration or equivalent amount in cash already received but not yet earned at that point in time.
Ernst & Young Oy, Authorized Public Accountants, with Ms Johanna Winqvist-Ilkka, APA, having the principal responsibility, was re-elected as auditor of the Company for the term that will continue until the end of the next Annual General Meeting.
Authorization for the repurchase and/or on the acceptance as pledge of the Company's own shares
The AGM authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares by using unrestricted equity. The maximum amount to be acquired is 600,000 shares in total. The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2020. The full authorization decision is available on the company's website at www.exelcomposites.com.
Authorization for the issuance of shares as well as the issuance of special rights entitling to shares
The AGM authorized the Board of Directors to decide on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act. The amount of shares to be issued on the basis of the authorization may be a maximum of 1,189,684 new shares, which corresponds to approximately 10.0 per cent of all shares in the company, and/or a maximum of 600,000 Company’s own shares. The authorization is effective until 30 June 2022. The authorization cancels the authorization given to the Board of Directors by the General Meeting on 17 March 2016 to decide on the issuance of shares as well as special rights entitling to shares. The full authorization decision is available on the company's website at www.exelcomposites.com.
President and CEO's review
The President and CEO's review is available on the company's website at www.exelcomposites.com.
The minutes of the AGM will be available at www.exelcomposites.com as of 4 April 2019.
Vantaa, 21 March 2019
Exel Composites Plc
Board of Directors
For further information, please contact:
Riku Kytömäki, President and CEO
tel. +358 50 511 8288
Mikko Kettunen, CFO
tel. +358 50 347 7462
Nasdaq Helsinki Ltd
Main news media
Exel Composites in brief
Exel Composites is the world’s leading composite technology company that engineers and manufactures composite products and solutions to an extensive range of demanding industrial applications.
The core of the business is based on the employees’ high level of expertise and own, internally developed composite technologies, which have been perfected over decades with a steady focus on innovation. With nine manufacturing plants across Europe, Asia, and North America, and a global sales network, Exel Composites is firmly driven by superior customer experience and world-class operations.
Headquartered in Finland, Exel Composites employs approximately 650 people globally. The company’s shares are listed on the Nasdaq Helsinki exchange.