NOTICE OF EXEL?S ANNUAL GENERAL MEETING

19.3.2004 08:30 EET
EXEL OYJ STOCK EXCHANGE ANNOUNCEMENT 19.3.2004 at 8.30         1 (3)

NOTICE OF EXEL’S ANNUAL GENERAL MEETING

The shareholders of Exel Oyj are hereby invited to attend the Annual
General Meeting to be held on Wednesday 14 April 2004 at 10.00 at the
World Trade Center’s Marski Hall, Aleksanterinkatu 17, Helsinki,
Finland.

The following matters will be dealt at the meeting:

1. Matters pertaining to the Annual General Meeting as stated in
Article 13 of the Company’s Articles of Association

2.Proposal by the Board of Directors to authorize the Board to resolve
to increase the Company’s share capital

The Board proposes that the Board be authorized to decide on the
increase in the Company’s share capital under the following terms:

The Board is authorized to decide to increase the Company’s share
capital by one or more rights issues in such a way that in virtue of
the authorization the Company’s share capital may be increased at most
by EUR 352,500. The authorization is valid until 14 April 2005.

In virtue of the authorization the Board may decide on who is entitled
to exercise subscription rights in connection with the rights issue,
the subscription price of the shares and on the criteria used to
determine the subscription price and other terms of the rights issue.
The pre-emptive right of shareholders to acquire shares may be
deviated provided that from the Company’s perspective important
financial grounds exist, such as the financing, implementation or
enabling of a business acquisition or another cooperative arrangement,
the strengthening or development of the Company’s financial or capital
structure or the implementation of other measures relating to the
development of the Company’s business. No decision may be taken in
favour of anyone belonging to the inner circle of the Company.

In virtue of the authorization the Board is entitled to decide on a
rights issue in such a way that a share subscription may be made in
kind or otherwise under certain terms.

3. Proposal of the Board of Directors to authorize the Board to
resolve to acquire the Company’s own shares

The Board is authorised to acquire the Company's own shares using
funds available for distribution of profits so that the total
accounting par value of the own shares held by the Company or its
subsidiary organizations, or the number of votes they carry after the
acquisition, corresponds to no more than five (5) per cent of the
Company's total share capital or the total number of votes they carry.

The shares can be acquired either


                                                               2 (3)

(a)through a tender offer made to all the shareholders on equal terms
and for an equal price determined by the Board, or

(b)through public trading in which case the shares will be acquired in
another proportion than that of holdings of the current shareholders,
and the purchase price is based on the market price of the Company
shares in public trading.

The shares may be acquired in order to finance, implement or carry out
business acquisitions or other cooperative arrangements, to strengthen
or develop the Company’s financial or capital structure, to implement
other measures relating to the development of the Company’s business,
to grant incentives to selected members of the personnel, or in order
to be transferred in other ways or to be cancelled.

Since the maximum number of the shares subject to the acquisition
equals a maximum of five (5) per cent of the total amount of the
shares and voting rights of the Company, the acquisition of the shares
will have no material impact on the distribution of the share
ownership and the voting power in the Company.

The authorization is valid until 14 April 2005.

4. Proposal of the Board of Directors to authorize the Board to
resolve to convey the Company’s own shares

The Board is authorised to resolve to convey the Company's own shares
so that the authorization would cover all such own shares of the
Company that are acquired on the basis of the acquisition
authorization granted to the Board of Directors.

The authorization entitles the Board of Directors to decide to whom
and in which order the own shares are conveyed. The Board may resolve
to convey the shares in another proportion than that of the
shareholders' pre-emptive rights to the Company's shares, provided
that from the Company's perspective important financial grounds exist,
such as financing, implementing or carrying out business acquisitions
or other cooperative arrangements, implementation of other measures
relating to the development of the Company’s business or granting
incentives to selected members of the personnel. The shares may also
be conveyed at the public trading on the Helsinki Exchanges.

No decision may be taken in favour of anyone belonging to the inner
circle of the Company.

The authorization comprises the right to decide on the price of the
conveyance and the grounds for price determination and the right to
convey the shares against other compensation than cash or to use the
right of set-off.

The authorization is valid until 14 April 2005.


                                                               3 (3)

Availability of the Company’s accounts and the Board’s proposals

Documents relating to the Company’s accounts and the Board’s proposals
described above will be available for inspection by shareholders as
from 19 March 2004 at the Company’s head office at Uutelantie 24 B,
Mäntyharju, Finland. Copies of the said documents will be sent to
shareholders on request.

Right to attend the meeting

A shareholder is entitled to attend the Annual General Meeting if
registered in the Company’s shareholder register maintained by the
Finnish Central Securities Depository Ltd no later than 4 April 2004.

Notification of intended attendance in the Annual General Meeting must
be given to the Company by 4.00 pm Finnish time on 5 April 2004 by
letter addressed to Exel Oyj/Pirkko Suutari, PO Box 29, 52701
Mäntyharju, Finland, by telephone +358 15 3461 235/Pirkko Suutari, by
telefax +358 15 3461 215 or be e-mail to pirkko.suutari@exel.fi.
Written notifications must arrive before the deadline stated above.
Shareholders are asked to deliver possible proxies to the
aforementioned address in connection with the notification.

Dividend

The Board of Directors proposes to the AGM that a dividend of EUR 0.80
per share be paid for the financial period that closed on 31 December
2003. Dividend is paid to a shareholder who is registered in the
Company’s shareholder register maintained by the Finnish Central
Securities Depository Ltd on 19 April 2004, the record date for
dividend distribution. The Board proposes to the AGM that dividend be
paid on 26 April 2004.

Composition of the Board of Directors

Shareholders representing some 52% of all of the Company’s votes have
announced that they will propose to the AGM that the following
persons, all of whom have given their consent, be re-elected to seats
on the Board: Kari Haavisto, Peter Hofvenstam, Vesa Kainu, Ove
Mattsson and Mika Sulin. They will also propose that Ove Mattsson be
re-elected as Chairman of the Board the Board of Directors.

Helsinki, 19 March 2004

EXEL OYJ

Board of Directors




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