ala Exel Composites > English > Media > article
This article is also available in following languages: fi

Notice to Exel Composites Plc Annual General Meeting

4.3.2010 10:00 EET

Downloads

EXEL COMPOSITES PLC    STOCK EXCHANGE RELEASE 4.2.2010 at 10.00                 
NOTICE TO EXEL COMPOSITES ANNUAL GENERAL MEETING 
                                           
Notice is given to the shareholders of                                         
Exel Composites Plc to the Annual General Meeting of Shareholders to be held on 
Wednesday 31 March 2010 at 10.30 a.m. at Kansallissali, at the address of       
Aleksanterinkatu 44, Helsinki, Finland. The reception of persons who have       
registered for the meeting and the distribution of voting tickets will commence 
at 9.30 a.m.                                                                    

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 review 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 report of the Board of Directors and the auditor's
report for the year 2009                                                        
Review by the Company's CEO                                                     

7. Adoption of the                                                              
financial statements and consolidated financial statements                      

8. Resolution on the                                                            
dispose of the profit shown on the balance sheet and the payment of             
dividend                                                                        

The Board of Directors proposes to the Annual General Meeting that s            
dividend of EUR 0.25 per share be paid based on the adopted balance sheet for   
the financial year ended on 31 December 2009. The dividend will be paid to      
shareholders registered in the Company's shareholders' register maintained by   
the Euroclear Finland Ltd on the record date for dividend 7 April 2010. The     
dividend will be paid on 14 April 2010.                                         

9. Resolution on the discharge of the                                           
members of the Board of Directors and the CEO from liability                    

10. Resolution on                                                               
the remuneration of the members of the Board of Directors                       

The Nomination                                                                  
Committee proposes that the annual remuneration for the Board members be        
unchanged, i.e. that the Chairman of the Board of Directors be paid a yearly    
remuneration of EUR 32,000 and additionally EUR 1,500 for attendance at Board   
and committee meetings and other similar Board assignments and the other Board  
members be paid a yearly remuneration of EUR 14,000 and additionally EUR 1,000  
for attendance at Board and committee meetings and other similar Board          
assignments. The Nomination Committee 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.            

11.                                                                             
Resolution on the number of members of the Board of Directors                   
The Nomination                                                                  
Committee proposes to the Annual General Meeting that five (5) members be       
elected to the Board of Directors.                                              

12. Election of members of the Board of                                         
Directors                                                                       
The Nomination Committee proposes to the Annual General Meeting that            
the present members Peter Hofvenstam, Göran Jönsson, Vesa Kainu, Reima Kerttula 
and Heikki Mairinoja be re-elected as members of the Board of Directors for the 
term of office continuing until the end of next Annual General Meeting. All     
nominees have given their consent for the position.                             
The presentation of persons                                                     
proposed for Exel Composites Plc's Board of Directors can be found on the       
Company's website at www.exelcomposites.com.                                    

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.                          

14. Election of                                                                 
auditor                                                                         
The Board of Directors proposes that Ernst & Young Oy, certified by the         
Central Chamber of Commerce, be re-elected as an 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 Juha Hilmola, APA, to be the Auditor with principal                   
responsibility.                                                                 

15. Proposal by the Board of Directors to amend section 10 of                   
the Articles of Association                                                     
The Board of Director proposes to the Annual                                    
general Meeting that section 10 of the Articles of Association be amended so    
that an invitation to a General Meeting be delivered to shareholders at the     
latest three (3) weeks before the Meeting, however, at least nine (9) days      
before the record date of the Meeting by publishing the invitation on the       
Company's website or dispatching it to each shareholder by registered mail to   
the address entered in the shareholders' register or otherwise verifiably in    
writing.                                                                        

16. Authorizing the Board of Directors to decide on the acquisition             
of the Company's own shares                                                     
The Board of Directors proposes that the Annual                                 
General Meeting would resolve on authorizing the Board of Directors to decide on
the acquisition of a maximum of 600,000 Company's own shares. The authorization 
shall also contain an entitlement for the Board of Directors to accept the      
Company's own shares as pledge.                                                 
Own shares shall be acquired with unrestricted                                  
equity either through a tender offer made to all the shareholders on equal terms
and for an equal price determined by the Board of Directors; or other than in   
proportion to the holdings of the shareholders, if the Company has a weighty    
financial reason to do so. The shares shall be acquired through public trading  
of the securities on the NASDAQ OMX Helsinki Ltd. at the market price of the    
shares by the time of the acquisition.                                          
The shares may be acquired to be used as                                        
consideration in possible mergers and acquisitions or other business            
arrangements, to finance investments, as a part of the Company's incentive      
program for personnel or to be retained, conveyed or cancelled by the           
Company.                                                                        
The authorization entitles the Board of Directors to decide on other            
terms of the share acquisitions. The share acquisition authorization is valid   
until the next Annual General Meeting and it revokes the share acquisition      
authorization given by the Annual General Meeting on 16 April 2009.             

17.                                                                             
Authorizing the Board of Directors to decide on the share issue and special     
rights, option rights and/or convertible bonds                                  
The Board of Directors proposes                                                 
that the Annual General Meeting would resolve on authorizing the Board of       
Directors to decide to issue a maximum of 2,400,000 new shares and/or convey a  
maximum of 600,000 Company's own shares against payment. By virtue of the       
authorization, the Board of Directors also has the right to grant option rights,
convertible bonds and/or 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/or the Company's own shares may be conveyed        
to the Company's shareholders in proportion to their current shareholdings in   
the Company or by 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.                                      
The amount payable for issued new                                               
shares or conveyed own shares shall be either entirely or partially entered into
the invested unrestricted equity fund as to be decided by the Board of          
Directors.                                                                      
The authorization entitles the Board of Directors to decide on other            
terms of the share issues. The share issue authorization is valid until 31 March
2013 and it revokes the share issue authorization given by the Annual General   
Meeting on 16 April 2009.                                                       

18. Appointment of a Nomination Committee                                       
The Board                                                                       
of Directors proposes that the Annual General Meeting shall resolve to appoint a
Nomination Committee to prepare proposals concerning Board members and their    
remunerations for the following Annual General Meeting. The Nomination Committee
would consist of the representatives of the four largest shareholders and of the
Chairman of the Board of Directors, acting as an expert member. The shareholders
whose share of the total votes of all the shares of the Company is largest on   
the 1st day of November preceding the Annual General Meeting would have the     
right to appoint the members representing the shareholders. Should a shareholder
not wish to use its right to nominate, this right would be passed on to the next
largest shareholder. The largest shareholders would be determined on the basis  
of the ownership information registered in the book-entry system.               
The                                                                             
Nomination Committee would be convened by the Chairman of the Board of          
Directors, and the Committee would choose a chairman from among its own         
members.                                                                        
The Nomination Committee should give its proposal to the Board of               
Directors of the Company at the latest by 15th of February preceding the Annual 
General Meeting.                                                                

19. Closing of the Annual General Meeting                                       

B. Documents of                                                                 
the Annual General Meeting                                                      
The proposals of the Board of Directors as well as                              
this notice are available on Exel Composites Plc's website at                   
www.exelcomposites.com. The annual report of Exel Composites Plc, including the 
Company's financial statement, consolidated financial statements, the report of 
the Board of Directors and the auditor's report, is available on the            
above-mentioned website no later than 10 March 2010. The proposals of the Board 
of Directors as well as the financial statements are also available at the      
Annual General Meeting, and copies of these documents and/or of this notice will
be sent to shareholders upon request. The minutes of the Meeting will be        
available on the above-mentioned website as from 14 April 2010.                 

B.                                                                             
Instructions for the participants in the Annual General Meeting                 

1. The right to                                                                 
participate and registration                                                    
Each shareholder, who is registered on Friday 19                                
March 2010 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.            

A                                                                               
shareholder, who wants to participate in the Annual General Meeting, should     
register for the meeting no later than Wednesday 24 March 2010 at 4 p.m. by     
giving a prior notice of participation to the Company. Such notice can be given 
either:                                                                         

a) on the Company's website www.exelcomposites.com/agm;                         
b) by email to                                                                  
investor@exelcomposites.com;                                                    
c) by telephone at +358 20 7541 221 from Mondays to Fridays between 9 a.m. and 4
p.m.;                                                                           
c) by telefax +358 20 7541 202; or                                              
d) by regular mail to the address Exel                                          
Composites Plc, P.O. Box 29, 52701 Mäntyharju, Finland. When giving the notice  
by regular mail the notice should be delivered to the Company before the        
deadline for registration.                                                      

In connection with the registration, a shareholder                              
should notify his/her name, address, telephone number and the name of a possible
assistant or authorized representative and the personal identification number of
the authorized 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.                                                          
Pursuant to chapter 5, section 25 of the Finnish                                
Company's Act, a shareholder who is present at the shareholders' meeting has the
right to request information with respect to the matters to be considered at the
meeting.                                                                        

2. Authorized representatives                                                   

A shareholder may participate in the                                            
Annual General Meeting via an authorized representative.                        
A representative shall                                                          
produce a dated authorization 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 general meeting by means of     
several representatives representing the shareholder with shares at different   
securities accounts, the shares by which each representative represents the     
shareholder shall be identified in connection with the registration for the     
general meeting.                                                                

Possible power of attorneys should be delivered in originals to Exel Composites 
Plc, P.O. Box 29, 52701 Mäntyharju, Finland 24 March 2010 at the latest.        
3.                                                                              

Holders of nominee registered shares                                            

A holder of nominee registered shares is                                        
advised to request without delay necessary instructions regarding the           
registration in the shareholders' register of the Company, the issuing of       
authorization documents and registration for the Annual General Meeting from    
his/her custodian bank. The account management organization of the custodian    
bank will register a holder of nominee registered shares, who wants to          
participate in the general meeting, to be temporarily entered in the            
shareholders' register of the Company at the latest on Friday 26 March 2010 at  
10.00 a.m.                                                                      

4. Other information                                                            

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                                                                      

In Vantaa, on 4th day of March 2010                                             

EXEL COMPOSITES PLC                                                             
The                                                                             
Board of Directors                                                              


Further information:                                                            
Vesa Korpimies, President and CEO, Exel Composites Plc, tel. +358 50 590 6754,  
or email vesa.korpmies@exelcomposites.com                                       
Ilkka Silvanto, CFO, Exel Composites Plc, tel. +358 50 598 9553,                
or email ilkka.silvanto@exelcomposites.com                                      


DISTRIBUTION                                                                    
NASDAQ OMX Helsinki Ltd.                                                        
Main news media                                                                 
www.exelcomposites.com
Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland