PROPOSAL ON AUTHORIZATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY’S OWN SHARES

The Board of Directors proposes to the Annual General Meeting to be held on 17 March 2016 that the Board of Directors be authorized to decide on the repurchase of the Company’s own shares on the following terms:

The maximum number of shares to be repurchased

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

The number of shares that can be acquired or held as pledges by the Company on the basis of this authorization shall not exceed one tenth (1/10) of all outstanding shares of the Company.

Directed repurchase and consideration for a share

Own shares may be repurchased in deviation from the proportion to the holdings of the shareholders with unrestricted equity through trading of the securities on regulated market organized by Nasdaq Helsinki Ltd at the market price of the time of the repurchase provided thatthe Company has a weighty financial reason thereto.

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

Retaining, cancelling and conveyanceo f the shares

Shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, as part of the Company’s incentive program or to be retained, otherwise conveyed or cancelled by the Company.

Other terms and period of validity

The Board of Directors shall decide on other terms of the share repurchase.

The share repurchase authorization shall b evalid until 30 June 2017 and it shall revoke the repurchase authorization given by the Annual General Meeting on 26 March 2015.

                                                                                                                              

Vantaa, 18 February 2016

 

Exel Composites Plc

The Board of Directors

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