Authorizations of the AGM

Authorization for the repurchase of the Company’s own shares

The Annual General Meeting held on 4 April 2017 authorized the Board of Directors to decide on the repurchase of a maximum of 600,000 Company’s own 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.

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 that the 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.

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.

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

The share repurchase authorization shall be valid until 30 June 2018 and it shall revoke the repurchase authorization given by the Annual General Meeting on 17 March 2016.

Authorisation for share issue and/or issuance of option rights, convertible bonds and/or other special rights entitling to shares

The Annual General Meeting 2016 authorised the Board of Directors to decide on the issuance of a maximum of 1,189,684 new shares, corresponding to 10 per cent of the shares in the Company, and/or conveyance of a maximum of 600,000 Company’s own shares. By virtue of the authorisation, the Board of Directors also has the right to grant option rights, convertible bonds and/or other 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. 

New shares may be issued and the Company’s own shares held by the Company may be conveyed to the Company’s shareholders in proportion to their current shareholdings in the Company or 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. 

New shares may be issued and the Company’s own shares held by the Company may be conveyed either against payment or for free. A directed share issue may be free only if there is an especially weighty financial reason both for the Company and with regard to the interests of all shareholders in the Company, such as using the shares as a part of the Company’s incentive program for personnel. The new shares may also be issued in a free share issue to the Company itself. 

The Board of Directors has the right to decide that the possible subscription price for issued new shares or the possible consideration payable for the 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.  

The Board of Directors shall decide on all other terms and conditions related to the authorisations. The authorisations shall be valid until 30 June 2019 and they shall revoke the authorisations given by the Annual General Meeting on 27 March 2013.

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