Notice of Exel's Annual General Meeting

EXEL OYJ STOCK EXCHANGE RELEASE 8.3.2006 at 8.00 NOTICE OF EXEL’S ANNUAL GENERAL MEETING The shareholders of Exel Oyj are hereby invited to attend the Annual General Meeting to be held on Thursday 6 April 2006 at 10.00 a.m. at the Satakuntatalo’s festival hall at Lapinrinne 1 A, 00180 Helsinki, Finland. The following matters will be dealt at the meeting: 1. Matters pertaining to the Annual General Meeting as stated in Article 13 of the Company’s Articles of Association 2. Proposal by the Board of Directors to authorize the Board to resolve to increase the Company’s share capital under the following terms: The Board proposes that the Board be authorized 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. 3. Proposal of the Board of Directors to authorize the Board to resolve to acquire the Company’s own shares The Board of Directors proposes that the Board be authorised 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 ten (10) 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 1,180,064. 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. 4. Proposal of the Board of Directors to authorize the Board to resolve to convey the Company’s own shares The Board proposes that that the Board be authorised to resolve to convey the Company’s own shares so that the authorization would cover 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 the Helsinki Exchanges. 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. Availability of the Company’s accounts and the Board’s proposals Documents relating to the Company’s accounts and the Board’s proposals described above will be available for inspection by shareholders as from 30 March 2006 at the Company’s head office at Uutelantie 24 B, Mäntyharju, Finland. Copies of the said documents will be sent to shareholders on request. Right to attend the meeting A shareholder is entitled to attend the Annual General Meeting if registered in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd no later than on 27 March 2006. Notification of intended attendance in the Annual General Meeting must be given to the Company by 4.00 pm Finnish time on 27 March 2006 by letter addressed to Exel Oyj/Soile Parta, PO Box 29, 52701 Mäntyharju, Finland, by telephone +358 20 7541 221/Merja Mäkinen, by telefax +358 20 7541 202 or by e-mail to merja.makinen@exel.fi. Written notifications must arrive before the deadline stated above. Shareholders are asked to deliver possible proxies to the aforementioned address in connection with the notification. Dividend The Board of Directors proposes to the AGM that a dividend of EUR 0.40 per share be paid for the financial period that closed on 31 December 2005. Dividend is paid to a shareholder who is registered in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd on 11 April 2006, the record date for dividend distribution. The Board proposes to the AGM that dividend be paid on 20 April 2006. Election of the Nomination committee Company’s shareholders, who together represent more than 40 per cent of the votes conferred by the Company’s shares, propose to Annual General Meeting that a Nomination Committee is established to prepare proposals concerning the member of the Board and their remuneration for the next 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. Composition of the Board of Directors Shareholders representing over 40 % of all of the Company’s votes have announced that they will propose to the AGM that the number of the Board members to be set at five and that the following persons, all of whom have given their consent, be re-elected to seats on the Board: Kari Haavisto, Peter Hofvenstam, Vesa Kainu, Ove Mattsson and Esa Karppinen. They will also propose that Ove Mattsson be re-elected as Chairman of the Board of Directors. Auditors The Board of Directors proposes that PricewaterhouseCoopers Oy and Johan Kronberg shall continue as the auditors of the Company. Vantaa, 7 March 2006 EXEL OYJ Board of Directors