Authorizations of the AGM

Authorizations of the AGM

 

Authorization to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares

The Annual General Meeting held on 21 March 2019 authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares as follows:

The amount of own shares to be repurchased and/or accepted as pledge on the basis of the authorization shall not exceed 600,000 shares in total, which corresponds to approximately 5.0 per cent of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides on how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase). The Board of Directors shall decide on other terms of the share repurchase and/or acceptance as pledge.

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 authorization cancels the authorization given to the Board of Directors by the General Meeting on 22 March 2018 to decide on the repurchase and/or acceptance as pledge of the company’s own shares.

The authorization is effective until the end of the next Annual General Meeting, however no longer than until 30 June 2020.

 

Authorization to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The Annual General Meeting 2019 authorised the Board of Directors to decide on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows:

The amount of shares to be issued on the basis of the authorization may be a maximum of 1,189,684 new shares, which corresponds to approximately 10.0 per cent of all shares in the company, and/or a maximum of 600,000 Company’s own shares.

The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).

The shares to be issued based on the authorization can be used 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.

The authorization cancels the authorization given to the Board of Directors by the General Meeting on 17 March 2016 to decide on the issuance of shares as well as special rights entitling to shares.

The authorization is effective until 30 June 2022.

 

Updated 21 March 2019

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