NOTICE TO ANNUAL GENERAL MEETING 
 
 
Notice is given to the shareholders of Exel Composites Plc to the Annual General Meeting of Shareholders to be held on Wednesday 6 April 2011 at 10.30 a.m. at Kansallissali, at the address of Aleksanterinkatu 44, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.30 a.m.
 
A.       Matters on the agenda of the Annual General Meeting and their course of procedure
 
1.       Opening of the meeting 
 
2.       Calling the meeting to order
 
3.       Election of persons to scrutinize the minutes and to supervise the counting of votes
 
4.       Recording the legality of the meeting
 
5.       Recording the attendance at the meeting and adoption of the list of votes
 
6.       Presentation of the financial statements, the consolidated financial statements, the review of the Board of Directors and the auditor’s report for the year 2010
 
·         Review by the Company’s CEO 
 
7.       Adoption of the financial statements and consolidated financial statements
 
8.       Resolution on the dispose of the profit shown on the balance sheet and the payment of dividend
 
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share including an extraordinary dividend of EUR 0.25 per share due to Exel Composites’ 50th anniversary in 2010 be paid based on the adopted financial statements for the financial year ended on 31 December 2010. The dividend will be paid to shareholders registered in the Company’s shareholders’ register maintained by Euroclear Finland Ltd. on the record date for dividend 11 April 2011. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 18 April 2011.
 
9.       Resolution on the discharge of the members of the Board of Directors and the CEO from liability
 
10.   Resolution on the remuneration of the members of the Board of Directors
 
The Nomination Committee elected by the Annual General Meeting proposes that the annual remuneration for the Board members be the following: the Board of Directors be paid a yearly remuneration of EUR 34,000 and additionally EUR 1,500 for attendance at Board and committee meetings and other similar Board assignments and the other Board members be paid a yearly remuneration of EUR 16,000 and additionally EUR 1,000 for attendance at Board and committee meetings and other similar Board assignments. The Nomination Committee also proposes 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.
 
11.   Resolution on the number of members of the Board of Directors
 
The Nomination Committee proposes to the Annual General Meeting that five (5) members be elected to the Board of Directors.
 
12.   Election of members of the Board of Directors
 
The Nomination Committee proposes to the Annual General Meeting that the present members Peter Hofvenstam, Göran Jönsson, Reima Kerttula and Heikki Mairinoja be re-elected as members of the Board of Directors and Heikki Hiltunen, B.Sc (Eng.), born 1962, be elected as new member of the Board of Directors for the term of office continuing until the end of next Annual General Meeting. All nominees have given their consent for the position.
 
Heikki Hiltunen is Finnish citizen and currently Executive Vice President and Deputy to CEO of Vacon Plc.
 
Vesa Kainu was no longer available for re-election to the Board.
 
The presentation of persons proposed for Exel Composites Plc's Board of Directors can be found on the Company’s website at www.exelcomposites.com.
 
The Nomination Committee further proposes that Peter Hofvenstam be re-elected as the Chairman of the Board.
 
13.    Resolution on the remuneration of the auditor
 
The Board of Directors proposes that the auditor’s compensation be paid against an invoice as approved by the Company.
 
14.   Election of auditor
 
The Board of Directors proposes that Ernst & Young Oy, certified by the Central Chamber of Commerce, be re-elected as an auditor of the Company for the term that will continue until the end of the next Annual General Meeting. The proposed auditor has given its consent for the election. Ernst & Young has announced Mr. Juha Hilmola, APA, to be the auditor with principal responsibility.
 
15.   Authorizing the Board of Directors to decide on the acquisition of the Company’s own shares
 
The Board of Directors proposes that the Annual General Meeting resolve on authorizing the Board of Directors to decide on the acquisition of a maximum of 600,000 Company’s own shares. The authorization shall also contain an entitlement for the Board of Directors to accept Company’s own shares as pledge.
 
Own shares shall be acquired with unrestricted equity either through a tender offer made to all the shareholders on equal terms; or other than in proportion to the holdings of the shareholders, if the Company has a weighty financial reason to do so. In a directed acquisition the shares shall be acquired 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 according to the rules of NASDAQ OMX Helsinki Ltd. and Euroclear Finland Ltd.
 
The shares may be acquired to be used as consideration in possible mergers and acquisitions or other business arrangements, to finance investments, as a part of the Company’s incentive program for personnel or to be retained, conveyed or cancelled by the Company.
 
The authorization entitles the Board of Directors to decide on other terms of the share acquisitions. The share acquisition authorization is valid until the end of the next Annual General Meeting and it revokes the share acquisition given by the Annual General Meeting on 31 March 2010.  
 
16.   Appointment of a Nomination Board
 
The Board of Directors proposes that the Annual General Meeting shall resolve to appoint a Nomination Board to prepare proposals concerning Board members and their remunerations for the following Annual General Meeting. The Nomination Board would consist 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 Annual General Meeting would have the right to appoint the members representing the shareholders. Should a shareholder not wish to use its right to nominate, this right would be passed on to the next largest shareholder. The largest shareholders would be determined on the basis of the ownership information registered in the book-entry system.
 
The Nomination Board would be convened by the Chairman of the Board of Directors, and the Board would choose a chairman from among its own members.
 
The Nomination Board should give its proposal to the Board of Directors of the Company at the latest by 15 February preceding the Annual General Meeting.
 
17.   Closing of the Annual General Meeting
 
 
B.       Documents of the Annual General Meeting 
 
The proposals for the decisions on the matters on the agenda as well as this notice are available on Exel Composites Plc’s website at www.exelcomposites.com. The annual report of Exel Composites Plc, including the Company’s financial statements, the consolidated financial statements, the review of the Board of Directors and the auditor’s report, is available on the above-mentioned website no later than 3 March 2011. The proposals of the Board of Directors as well as the financial statements are also available at the Annual General Meeting. Copies of these documents and/or of this notice will be sent to shareholders upon request. The minutes of the Meeting will be available on the above-mentioned website as from 20 April 2011.
 
 
C.        Instructions for the participants in the Annual General Meeting
 
1.         Shareholders registered in the shareholders’ register
 
Each shareholder, who is registered on 25 March 2011 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.
 
A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 30 March 2011 at 4 p.m. by giving a prior notice of participation to the Company, which shall be received by the Company no later than on the above-mentioned date. Such notice can be given either:
 
a) on the Company’s website www.exelcomposites.com/agm; or
 
b) by email to investor@exelcomposites.com; or
 
c) by telephone at +358 20 7541 221 from Monday to Friday between 9 a.m. and 4 p.m.; or
 
d) by telefax at +358 20 7541 201; or
 
e) by regular mail to the address Exel Composites Plc, P.O. Box 29, 52701 Mäntyharju, Finland.
 
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative. The personal data given to Exel Composites Plc is used only in connection with the Annual General Meeting and with processing of related registrations. 
 
2.         Holders of nominee registered shares
 
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 25 March 2011, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by Friday 1 April 2011 at 10.00 a.m. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting.
 
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.
 
3.         Proxy representative and powers of attorney
 
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation.
 
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
 
Possible proxy documents should be delivered in originals to Exel Composites Plc, P.O. Box 29, 52701 Mäntyharju, Finland 30 March 2011 at the latest. 
 
4.         Other information
 
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
 
On the date of this notice to the Annual General Meeting, the total number of shares and votes in Exel Composites Plc is 11,896,843.
 
 
 
Vantaa, 2 March 2011
 
 
 
EXEL COMPOSITES PLC
 
The Board of Directors

 

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