Notice to Exel Composites Plc’s Annual General Meeting 2018
EXEL COMPOSITES PLC – STOCK EXCHANGE RELEASE – 16 FEBRUARY 2018 at 09:15 EET
Notice is given to the shareholders of Exel Composites Plc to the Annual General Meeting of Shareholders to be held on Thursday 22 March 2018 at 10:00 at Radisson Blu Royal Hotel at the address Runeberginkatu 2, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:00.
| 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 Board of Directors’ Report and the auditor’s report for the year 2017 |
| Review by the President and CEO |
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| 7. | Adoption of the financial statements and consolidated financial statements |
| 8. | Resolution on the disposal 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 0.30 per share be paid based on the adopted financial statements for the financial year ended on 31 December 2017. 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 26 March 2018. The Board of Directors proposes to the Annual General Meeting that the dividend be paid on 4 April 2018. |
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| 9. | Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability |
| 10. | Resolution on the remuneration of the members of the Board of Directors |
| The Shareholders' Nomination Board elected by the Annual General Meeting of Exel Composites Plc proposes to the Annual General Meeting of 22 March 2018 that the annual remuneration for the Board members shall be as follows: yearly remuneration of EUR 41,000 (previous year EUR 41,000) for the Chairman of the Board of Directors and additionally EUR 1,500 (1,500) for attendance at Board and committee meetings and other similar all-day Board assignments, and the other Board members be paid a yearly remuneration of EUR 19,000 (previous year EUR 19,000) and additionally EUR 1,000 (1,000) for attendance at Board and committee meetings and other similar all-day Board assignments. The Nomination Board 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. |
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| Out of the yearly remuneration 60% would be paid in cash and 40% in Exel Composites Plc shares, which would be acquired directly for and on behalf of the members of the Board of Directors during 26 March - 13 April 2018 from the stock exchange market in amounts corresponding to EUR 16,400 for the Chairman and EUR 7,600 for each of the other members. The annual remuneration shall encompass the full term of office of the Board of Directors. If the required amount of shares cannot be acquired during the specified period in accordance with applicable rules and regulations, the part of yearly remuneration to be paid in shares which could not be acquired can be paid in cash. Should the term of any member of the Board of Directors come to an end for whatever reason before the next Annual General Meeting, such member of the Board of Directors will have to return to the Company the remuneration or equivalent amount in cash already received but not yet earned at that point in time. |
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| 11. | Resolution on the number of members of the Board of Directors |
| The Nomination Board proposes to the Annual General Meeting that the number of members of the Board of Directors shall be confirmed to be five (5). |
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| 12. | Election of members of the Board of Directors |
| The Nomination Board proposes to the Annual General Meeting to be held on 22 March 2018 that Mr Petri Helsky, Mr Kai Kauto, Mr Reima Kerttula, Ms Helena Nordman-Knutson and Mr Jouko Peussa be re-elected as members of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2019. |
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| The Nomination Board further proposes that the Annual General Meeting resolves to re-elect Reima Kerttula as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2019. |
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| All nominees are independent of the Company and its major shareholders, and have given their consent for the election. All candidates for the Board of Directors have been presented on the Company's website at www.exelcomposites.com. |
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| 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. |
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| 14. | Election of auditor |
| The Board of Directors proposes that the Company’s present auditor, Ernst & Young Oy, Authorized Public Accountants, be re-elected as 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 Antti Suominen, APA, to be the auditor with principal responsibility. |
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| 15. | Authorizing 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 22 March 2018 that the Board of Directors be authorized to decide on the repurchase of the Company’s own shares on the following terms: |
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| By virtue of the authorization the Board of Directors is entitled to decide on the repurchase of a maximum of 600,000 of the Company’s own shares. The authorization shall also contain an entitlement for the Company to accept its own shares as pledge. |
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| 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. |
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| Own shares may be repurchased in deviation from the proportional holdings of the shareholders with unrestricted equity through trading of the securities on the 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. |
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| The shares shall be acquired and paid in accordance with the Rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. |
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| 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. |
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| The Board of Directors shall decide on other terms of the share repurchase. |
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| The share repurchase authorization shall be valid until 30 June 2019 and it shall revoke the repurchase authorization given by the Annual General Meeting on 4 April 2017. |
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| 16. | Appointment of the Shareholders’ Nomination Board |
| The Board of Directors proposes to the Annual General Meeting to be held on 22 March 2018 that the Annual General Meeting shall resolve to appoint a permanent Shareholders’ Nomination Board to prepare in the future proposals concerning the Board members and their remuneration for the General Meeting. In addition, the Board of Directors proposes that the Annual General Meeting adopts the Charter of the Shareholders’ Nomination Board, which regulates the nomination and composition of the Nomination Board and defines its tasks. The Charter is available as an appendix to the proposal of the Board of Directors on the company's website at www.exelcomposites.com. |
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| According to the proposal, the representatives of the four largest shareholders and the Chairman of the Board of Directors, acting as an expert member, are annually appointed to the Nomination Board. The Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the Company’s shareholder register held by Euroclear Finland Oy as of 30 September each year. In addition, shares that are included in a shareholder's holdings and proportion of voting rights calculated in accordance with Chapter 9, Sections 5 and 6 of the Finnish Securities Markets Act and nominee-registered shares are taken into account in the determination of the largest shareholders, provided that they make such request and notify their shareholdings to the Board of Directors in writing by 30 September each year. The request must include sufficient evidence of title to the nominee-registered shares or of the obligation to take holdings into account under the Finnish Securities Markets Act. Should a shareholder not wish to use its right to nominate, this right would be passed on to the next largest shareholder who otherwise would not be entitled to appoint a member. The members of the Nomination Board shall be appointed annually and their term of office shall end when new members are appointed to replace them. |
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| 17. | Amending the Articles of Association |
| The Board of Directors proposes to the Annual General Meeting that section 9 § of the Articles of Association is amended as follows: |
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| Current 9 § Auditor: The company has one regular auditor who must be approved by the Central Chamber of Commerce. The auditor's term of office ends at the close of the first Annual General Meeting following election. |
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| New 9 § Auditor: The Company has one auditor that shall be an audit firm referred to in the Auditing Act with a KHT certified auditor acting as the auditor with principal responsibility. The auditor's term of office ends at the close of the first Annual General Meeting following election. |
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| 18. | 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’ corporate website at www.exelcomposites.com. The annual financial report of Exel Composites Plc, including the Company’s financial statements, consolidated financial statements, the Board of Directors’ report and the auditor’s report, is available on the corporate website no later than 1 March 2018. The proposals for the decisions as well as the annual financial report are also available at the Annual General Meeting. The minutes of the Meeting will be available on the corporate website as of 5 April 2018. |
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| C. | Instructions for the participants in the Annual General Meeting |
| 1. | Shareholders registered in the shareholders’ register |
| Each shareholder, who is registered on Monday 12 March 2018 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. |
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| 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 Thursday 15 March 2018 at 16:00 EET 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 and time. Such notice can be given either: |
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| a) on the Company’s website www.exelcomposites.com; or | |
| b) by email to investor@exelcomposites.com; or | |
| c) by telephone at +358 20 754 1350 from Monday to Friday between 9:00 and 16:00 EET; or | |
| d) by regular mail to the address Exel Composites Plc, Annual General Meeting, Mäkituvantie 5, 01510 Vantaa, Finland. |
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| In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name and personal identification number of a possible assistant or 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. |
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| 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 12 March 2018, 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 temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by Monday 19 March 2018 at 10:00 EET. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting. |
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| A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders’ register of the Company at the latest by the time stated above. |
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| 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. |
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| 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. A proxy template is available on Exel Composites’ corporate website at www.exelcomposites.com. |
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| Possible proxy documents should be delivered in originals to the address Exel Composites Plc, Annual General Meeting, Mäkituvantie 5, 01510 Vantaa, Finland, before the end of the registration period. |
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| 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. |
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| 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, 16 February 2018
Exel Composites Plc
Board of Directors and the Shareholders’ Nomination Board