Decisions of the Annual General Meeting of Exel Oyj

EXEL OYJ STOCK EXCHANGE RELEASE 6.4.2006 at 13.30 DECISIONS OF THE ANNUAL GENERAL MEETING OF EXEL OYJ In the Annual General Meeting of Exel Oyj held on 6 April 2006, the accounts of the Group were approved and the members of the Board of Directors and the President were discharged from liability for the financial year 2005 and the members of the Board were elected. The proposal to distribute a dividend of EUR 0.40 was approved. The AGM also made decisions to authorize the Board to increase the Company’s share capital, and to acquire and convey the Company’s own shares. Dividend and discharge from liability The AGM approved the Board’s proposal to distribute a dividend of EUR 0.40 per share for the financial year 2005. The dividend will be paid to shareholders who have by the dividend record date 11 April 2006 been entered as shareholders in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd. The record date for dividend distribution is 11 April and the dividend will be paid on 20 April 2006. The AGM adopted Exel Oyj’s financial statements for 2005 and discharged the members of the Board and the President from liability for the financial period 2005. Election of members to the Board of Directors According to the decision made in the AGM the number of the members of the Board of Directors is five. Esa Karppinen, Kari Haavisto, Peter Hofvenstam, Vesa Kainu and Ove Mattsson were re-elected to the Board. Ove Mattsson was re-elected Chairman of the Board. Remuneration for the Board members and auditors The AGM decided the remuneration of the Chairman of the Board of Directors to be EUR 26,000 per annum and the remuneration of the members of the Board of Directors to be EUR 11,500 per annum. Moreover, the members of the Board of Directors shall be entitled to the remuneration of 1,000 per meeting and to travel allowances in accordance with Company’s general compensation regulations. The auditors’ fees shall be paid against invoice. Increase of the Company’s share capital The AGM authorized the Board to decide to increase the Company’s share capital by one or more rights issues in such a way that by virtue of the authorization the Company’s share capital may be increased at most by EUR 100,000, which amounts to approximately 5% of the Company’s share capital. The authorization is valid until 6 April 2007. By virtue of the authorization the Board may decide on who is entitled to exercise subscription rights in connection with the rights issue, the subscription price of the shares and on the criteria used to determine the subscription price and other terms of the rights issue. The pre-emptive right of shareholders to subscribe for shares may be deviated provided that from the Company’s perspective important financial grounds exist, such as the financing, implementation or enabling of a business acquisition or another cooperative arrangement, the strengthening or development of the Company’s financial or capital structure or the implementation of other measures relating to the development of the Company’s business. No decision may be taken in favour of anyone belonging to the inner circle of the Company. By virtue of the authorization the Board is entitled to decide on a rights issue in such a way that a share subscription may be made in kind or otherwise under certain terms. Acquisition of the Company’s own shares The AGM authorized the Board of Directors to acquire the Company’s own shares using funds available for distribution of profits so that the total accounting par value of the own shares held by the Company or its subsidiary organizations, or the number of votes they carry after the acquisition, corresponds to no more than five (5) per cent of the Company’s total share capital or the total number of votes they carry. Accordingly, the Company’s own shares can be acquired to a maximum total quantity of 590,032. The shares can be acquired either (a) through a tender offer made to all the shareholders on equal terms and for an equal price determined by the Board, or (b) through public trading in which case the shares will be acquired in another proportion than that of holdings of the current shareholders, and the purchase price is based on the market price of the Company shares in public trading. The shares may be acquired in order to finance, implement or carry out business acquisitions or other cooperative arrangements, to strengthen or develop the Company’s financial or capital structure, to implement other measures relating to the development of the Company’s business, to grant incentives to selected members of the personnel, or in order to be transferred in other ways or to be cancelled. Acquisition of the shares will reduce the Company´s distributable retained earnings. The authorization is valid until 6 April 2007. Right to convey the Company’s own shares The AGM authorized the Board to resolve to convey the Company’s own shares so that the authorization covers all such own shares of the Company that are acquired on the basis of the acquisition authorization granted to the Board of Directors. The authorization entitles the Board of Directors to decide to whom and in which order the own shares are conveyed. The Board may resolve to convey the shares in another proportion than that of the shareholders’ pre-emptive rights to the Company’s shares, provided that from the Company’s perspective important financial grounds exist, such as financing, implementing or carrying out business acquisitions or other cooperative arrangements, implementation of other measures relating to the development of the Company’s business or granting incentives to selected members of the personnel. The shares may also be conveyed at the public trading on Helsinki Exchanges. No decision may be taken in favour of anyone belonging to the inner circle of the Company. The authorization comprises the right to decide on the price of the conveyance and the grounds for price determination and the right to convey the shares against other compensation than cash or to use the right of set-off. The authorization is valid until 6 April 2007. Election of a Nomination committee The AGM approved the Board’s proposal to establish a Nomination Committee to prepare proposals concerning the members of the Board and their remuneration for the next Annual General Meeting that decides upon the nomination of the members of the Board. The representatives of four of the largest shareholders are elected to the Nomination Committee and the Chairman of the Board of Directors as an expert member. The right to appoint members representing the shareholders is held by those shareholders whose proportion of the votes conferred by all the Company’s shares is the largest on the November 15th prior to the General Meeting. The Nomination Committee is convened by the Chairman of the Board of Directors and the Committee elects a chairman from among its members. The Nomination Committee shall present its proposal to the Company’s Board of Directors no later than on the February 1st prior to the Annual General Meeting. Auditors The AGM approved the Board of Directors’ proposal that PricewaterhouseCoopers Oy, Authorized Public Accountants and Johan Kronberg, APA shall continue as the auditors of the Company. Helsinki, 6 April 2006 EXEL OYJ Board of Directors Exel Oyj is a leading, international Group specialised in composite technology, with a special focus on pultrusion, pull-winding and continuous lamination. The Group’s operations include design, manufacturing and marketing of advanced composite products for industrial applications and consumer goods. Exel’s most well-known consumer products include cross-country, alpine and Nordic Walking poles, antenna radomes and other industrial applications. In 2005 the Group’s net sales totalled EUR 91 million. Exel personnel averaged 450. Exel’s share is listed on Helsinki Stock Exchange’s Main List.