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Exel Composites' Shareholders' Nomination Board's proposal for composition and remuneration of the Board of Directors

30.1.2019 09:00 EET

EXEL COMPOSITES PLC       STOCK EXCHANGE RELEASE      30 JANUARY 2019 at 09:00 EET

Composition 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 to be held on 21 March 2019 that Mr Petri Helsky, 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 2020. The Nomination Board also proposes that Ms Maija Strandberg be elected as new member of the Board of Directors. Of the current Board of Directors’ members, Mr Kai Kauto (member since 2017) has informed that he is not available for re-election.

Maija Strandberg (49) is currently CFO of Uponor Corporation. Uponor is a leading international systems and solutions provider for safe drinking water delivery, energy-efficient radiant heating and cooling and reliable infrastructure. Previously Ms Strandberg has, among other positions, served as VP, Finance, Pulp and Energy and Paper business lines at Valmet and as CEO of ALSO Nordic Holding Oy. She holds an M.Sc. in economics.

The Nomination Board further proposes Reima Kerttula to be elected as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2020.

All nominees are independent of the Company and its major shareholders, and have given their consent for the election.  

Remuneration of the Board of Directors

The Nomination Board proposes to the Annual General Meeting of 21 March 2019 that the annual remuneration for the Board members shall be as follows:

  • Chairman: Annual remuneration of EUR 41,000 (previous year EUR 41,000) and additionally EUR 1,500 (1,500) for attendance at Board and committee meetings and other similar all-day Board assignments.
  • Board member: Annual remuneration of EUR 19,000 (19,000) and additionally EUR 1,000 (1,000) for attendance at Board and committee meetings and other similar all-day Board assignments.
  • Travel expenses and other out-of-pocket expenses due to Board work shall be compensated in accordance with the Company’s established practice and travel rules.

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 25 March - 12 April 2019 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.

More information on the Shareholders' Nomination Board’s proposed members of the Board of Directors and its full proposal on the remuneration will be made available on Exel Composites’ website www.exelcomposites.com. The Nomination Board’s proposals will be included in the invitation to the Annual General Meeting.

The composition of the Nomination Board, which has prepared the proposal for the Annual General Meeting 2019 was the following:

  •  Mr Kalle Saariaho, OP Fund Management Company, as Chairman of the Nomination Board
  •  Ms Malin Björkmo, Handelsbanken Fonder
  •  Mr Claes Murander, Lannebo Fonder  
  •  Mr Magnus Skåninger, Swedbank Robur Fonder  
  •  Mr Reima Kerttula, Chairman of the Board of Directors, as expert member

Vantaa, 30 January 2019

Exel Composites Plc
Riku Kytömäki, President and CEO

For further information, please contact:
Kalle Saariaho, Chairman of the Nomination Board, tel. +358 10 252 7050

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Nasdaq Helsinki Ltd
Main news media
www.exelcomposites.com

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