Decisions of the Annual General Meeting of Exel Oyj
EXEL OYJ STOCK EXCHANGE RELEASE 10.4.2008 at 14.00
Annual General Meeting of Exel Oyj, 10 April 2008
Exel’s Annual General Meeting in brief
- decision to distribute a dividend of EUR 0.20 per share for the financial year 2007,
- adopted the financial statements of the parent company and the Group for 2007,
- discharged the members of the Board of Directors and the President and CEO of from liability for the financial year 2007.
Exel’s Annual General Meeting (“AGM”) was held on 10 April 2008. The following decisions were made:
Adoption of the financial statements
The AGM adopted the financial statements of the parent company and the Group for 2007.
The AGM also discharged the members of the Board of Directors and the President and CEO of Exel Oyj from liability for the financial year 2007.
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: Kari Haavisto, Peter Hofvenstam and Vesa Kainu. Additionally, Göran Jönsson and Heikki Mairinoja were elected as new members to the Board. Göran Jönsson is Swedish citizen and Exel Oyj’s resigning President and CEO. Heikki Mairinoja was formerly Oy G.W. Sohlberg Ab’s CEO and Uponor Group’s CEO.
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 until the end of the next Annual General Meeting.
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 594,842 shares. The authorization is valid until 10 April 2009.
Authorization for share issue
The Annual General Meeting authorized the Board of Directors to issue a maximum of 594,842 new shares and convey maximum of 594,842 own shares. The authorization is valid until 10 April 2009.
Decrease of premium fund
The Annual General Meeting resolved to decrease the company’s premium fund by the amount of EUR 8,487,699.84 and to transfer the amount to the invested non-restricted equity fund. After the decrease the amount of the premium fund is zero. Creditors’ protection procedure in compliance with Chapter 14 of the Finnish Limited Liabilities Companies Act shall be required prior to registration of the decrease of the premium fund.
Nomination Committee
The Annual General Meeting decided to establish a Nomination Committee of the Annual General Meeting to prepare proposals concerning Board members and their remunerations for the following Annual General Meeting. The Nomination Committee consists 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 AGM have the right to appoint the members representing the shareholders.
Dividend
The AGM decided that a dividend of EUR 0.20 per share to be paid for the financial year that closed on 31 December 2007. The dividend will be paid to shareholders registered in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date for dividend payment, 15 April 2008. The dividend will be paid on 22 April 2008.
Decision by the Board of Directors
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 Oyj
Board of Directors
Further information:
Vesa Korpimies, President and CEO, Exel Oyj, tel. +358 50 590 6754
Ilkka Silvanto, CFO, Exel Oyj, tel. +358 50 598 9553
DISTRIBUTION
Helsinki Stock Exchange
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 and sports equipment. Exel’s operations consist of two divisions: Exel Composites, the Industry Division of Exel, and Exel Sports Brands.
The personnel's expertise and high level of technology play a major role in Exel's operations. The core of the operations is based on own, internally developed composite technology, product range based on it and the domination of selected market segments with a strong quality and brand image. The Company's growth is based on permanent search of new applications and development in co-operation with customers. Exel concentrates on niche segments and on profitable growth. Exel’s share is listed in the Small Cap segment of the OMX Exchange Helsinki’s Nordic list.