Annual General Meeting of Exel Oyj, 16 April 2009
EXEL PLC STOCK EXCHANGE RELEASE 16.4.2009 at 14.00
Annual General Meeting of Exel Plc, 16 April 2009
Exel’s Annual General Meeting in brief
- adopted the financial statements of the parent company and the Group for 2008,
- discharged the members of the Board of Directors and the President and CEO of from liability for the financial year 2008,
- decided not to distribute a dividend for the financial year 2008, and
- decided to change the Company name to Exel Composites Plc.
Exel’s Annual General Meeting (“AGM”) was held on 16 April 2009. The following decisions were made:
Adoption of the financial statements
The AGM adopted the financial statements of the parent company and the Group for 2008.
The AGM also discharged the members of the Board of Directors and the President and CEO of Exel Plc from liability for the financial year 2008.
Dividend
The AGM decided that no dividend be paid for the financial year that closed on 31 December 2008.
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 Committee. The following Board members were re-elected: Peter Hofvenstam, Göran Jönsson, Vesa Kainu and Heikki Mairinoja. Additionally, Reima Kerttula was elected as new member to the Board. Reima Kerttula is Finnish citizen and currently president and CEO of Tamfelt Corporation. Kari Haavisto had declined re-election.
The AGM decided that the annual remuneration for the Board members be unchanged, i.e. 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 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 and 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.
Auditor
Ernst & Young, certified by the Central Chamber of Commerce with CGR Eija Niemi-Nikkola having the principal responsibility, was re-elected as the auditor of the Company for the period until the end of the next Annual General Meeting.
Amendments to the Articles of Association
The Annual General Meeting decided to amend Section 1 of the Articles of Association regarding the Company Name and Domicile and changed the Company name to Exel Composites Oyj in Finnish and Exel Composites Plc in English. The AGM also decided to amend Section 10 of the Articles of Association regarding Invitations to Meetings to comply with the Finnish Corporate Governance Code for Listed Companies.
Authorization for acquisition of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to acquire the Company’s own shares by using unrestricted equity. The maximum amount to be acquired is 600,000 shares. The authorization is valid until 16 April 2010.
Authorization for share issue and special rights, option rights and/or convertible bonds
The Annual General Meeting authorized the Board of Directors to issue a maximum of 2,400,000 new shares and convey a maximum of 600,00 own shares. By virtue of the authorization, 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. The authorization is valid until 16 April 2010.
Nomination Committee
The Annual General Meeting decided to establish a Nomination Committee to prepare proposals concerning Board members and their remunerations for the following Annual General Meeting. The representatives of the four largest shareholders and the Chairman of the Board of Directors, acting as an expert member, shall be elected to the Nomination Committee. 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 AGM have the right to appoint the members representing the shareholders.
President and CEO’s review
The President and CEO’s review is available on the Company website at www.exelcomposites.com.
Resolutions of the Board of Directors’ organizational meeting
At the organizational meeting of the Board of Directors held after the Annual General Meeting, the Board of Directors elected from among its members Peter Hofvenstam as its Chairman.
Exel Plc
Board of Directors
Further information:
Vesa Korpimies, President and CEO, Exel Plc, tel. +358 50 590 6754
Ilkka Silvanto, CFO, Exel Plc, tel. +358 50 598 9553
DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Main news media
www.exelcomposites.com
EXEL IN BRIEF
Exel Composites 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 Composites’ operations.
Exel Plc share is listed in the Small Cap segment of NASDAQ OMX Helsinki Ltd.