PROPOSAL ON AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE SHARE ISSUE AND SPECIAL RIGHTS, OPTION RIGHTS AND/OR CONVERTIBLE BONDS

 
The Board of Directors of Exel Composites Plc proposes to the Annual General Meeting of Shareholders to be held on 31 March 2010 that the Board of Directors be authorized to decide to issue new shares and/or to convey the Company’s own shares and/or to grant special rights referred to in Chapter 10, section 1 of the Companies Act (“Share Issue Authorization”) on the following terms and conditions:
 
Number of shares
 
The Board of Directors is entitled to decide on the issue of a maximum of 2,400,000 new shares and/or on the conveyance of a maximum of 600,000 Company’s own shares that are in the Company’s possession.
 
Special rights
 
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, which entitle to new shares or the Company's own shares against payment in such a manner that the subscription price of the shares is paid in cash or by using the subscriber's receivable to set off the subscription price.
 
Share issue
 
New shares may be issued and/or the Company’s own shares may be conveyed against payment.
 
Shareholder’s pre-emption and directed share issue
 
New shares may be issued and/or the Company’s own shares may be conveyed
 
·          to the Company’s shareholders in proportion to their current shareholdings in the Company; or
 
·          by waiving the shareholder’s pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so, such as using the shares as consideration in possible mergers and acquisitions and other business arrangements, to finance investments or as a part of the Company’s incentive program for personnel.
 
Recording the subscription or conveyance price
 
The Board of Directors has the right to decide that the amount payable for issued new shares or conveyed own shares shall be either entirely or partially entered into the invested unrestricted equity fund to the extent and manner decided by the Board of Directors.
 
Other terms and period of validity
 
The Board of Directors shall decide on all other terms of the share issues.
 
The Share Issue Authorization is valid until 31 March 2013 and it revokes the share issue authorization given on 16 April 2009.
 
In Vantaa, on 4th day of March 2010                                                                                
 
EXEL Composites PLC
The Board of Directors
Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland