Acquisition of own shares

PROPOSAL ON AUTHORISATION OF THE BOARD OF DIRECTORS TO ACQUIRE THE COMPANY’S OWN SHARES

The Board of Directors of Exel Plc proposes to the Annual General Meeting of Shareholders to be held on 16 April 2009 that the Board of Directors be authorised to decide on acquisition of the Company’s own shares (“Share Acquisition Authorisation”) on the following terms:

The maximum number of shares to be acquired

By virtue of the authorisation the Board of Directors is entitled to decide on acquiring a maximum of 600,000 Company’s own shares. The authorisation shall also contain an entitlement for the Board of Directors to accept its own shares as pledge.

Acquisition and consideration for the share

Own shares shall be acquired with unrestricted equity either

a) through a tender offer made to all the shareholders on equal terms and for an equal price determined by the Board of Directors; or

b) other than in proportion to the holdings of the shareholders through public trading of the securities on the NASDAQ OMX Helsinki Ltd at the market price of the shares by the time of the acquisition.

The shares shall be acquired and paid in accordance with the Rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.

Retaining, cancelling and conveyance of the shares

Own shares acquired by the Company may be retained, cancelled by a separate decision of the Board of Directors or conveyed further.

The shares can be conveyed when used as consideration in possible mergers and acquisitions or other business arrangements, to finance investments or as a part of the Company’s incentive program for personnel.

Other terms and period of validity

The Board of Directors shall decide on all other terms of the share acquisitions.
The Share Acquisition Authorisation is valid until 16 April 2010.

 

In Vantaa, on 26 day of February 2009

 

EXEL PLC

The Board of Directors

Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland