Decisions of the Annual General Meeting of Exel Oyj

EXEL OYJ STOCK EXCHANGE RELEASE 14.4.2005 at 12.15             1 (4)

DECISIONS OF THE ANNUAL GENERAL MEETING OF EXEL OYJ

In the Annual General Meeting of Exel Oyj held on 14 April 2005, the
accounts of the Group were approved and the members of the Board of
Directors and the President were discharged from liability for the
financial year 2004 and the members of the Board were elected. The
proposal to distribute a dividend of EUR 0.70 per share was approved.
The AGM also made decisions concerning the increase of the number of
shares (split of shares), the bonus issue and amendment of the article
4 of the Articles of Association and decided to authorize the Board to
increase the Company’s share capital, and to acquire and convey the
Company’s own shares.

Dividend and discharge from liability

The AGM approved the Board’s proposal to distribute a dividend of EUR
0.70 per share for the financial year 2004. The dividend will be paid
to shareholders who have by the dividend record date 19 April 2005
been entered as shareholders in the Company’s shareholder register
maintained by the Finnish Central Securities Depository Ltd. The
dividend will be paid on 26 April 2005. The dividend is determined
prior to the completion of the split of shares.

The AGM adopted Exel Oyj’s financial statements for 2004 and
discharged the members of the Board and the President from liability
for the financial period 2004.

Election of members to the Board of Directors

According to the decision made in the AGM the number of the members of
the Board of Directors is seven. Kari Haavisto, Peter Hofvenstam, Vesa
Kainu and Ove Mattsson were re-elected to the Board. Esa Karppinen,
Matti Virtaala and Torgny Eriksson were elected as new members. Ove
Mattsson was re-elected Chairman of the Board.

The split of the shares, bonus issue and amendment of the article 4 of
the Articles of Association

The AGM approved the proposal of the Board of Directors to increase
the number of shares of the company in proportion to the holdings of
the shareholders by doubling the number of shares, i.e. from 5,615,000
to 11,230,000 shares without increasing the share capital of the
company. As a result of the increase of the number of shares, each
current share with a counter-book value of EUR 0.35 will be split into
two shares with a counter-book value of EUR 0.175.

As a consequence of the split of shares, the counter-book value of the
share is not an exact value in eurocents (EUR 0.175). To change the
counter-book value of the share to be exact, the AGM decided to
increase the share capital of the company with a bonus issue of EUR
56,150. After the increase the share capital of the Company will be
EUR 2,021,400 and the counter-book value of the share EUR 0.18. The
bonus issue will be executed through the transfer of the relevant

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amount from the premium fund to the share capital. In the bonus issue
no new shares will be issued.

The split of the shares and the increase in share capital through a
bonus issue are planned to be registered on 21 April 2005. The
splitted shares are estimated to be subject to public trade on
Helsinki Exchanges as from 22 April 2005. The increase of the number
of shares and the bonus issue shall be executed within the book-entry
system and do not require any action from the shareholders. Due to the
bonus issue and the split of shares, the Board of Directors will not
notify to Trade Register for registration of the share subscriptions
made through the exercise of the stock options until the bonus issue
and the split of shares have been registered with the Trade Register.

The AGM approved the Board of Directors’ proposal to amend the
Articles of Association. The article 4 of the Articles of Associations
reads as follows:

The minimum number of the company’s shares is ten million (10,000,000)
shares and the maximum number is forty million (40,000,000) shares.

As a consequence of the increase of the number of shares, the number
of shares that can be subscribed for with the option rights attached
to the option scheme approved by the Annual General Meeting on 28
March 2001 is changed in the same ratio as the number of shares will
be increased so that the total counter-book value and the total
subscription price of subscribed shares to be subscribed for remain
unchanged. As a result of this change, each option right holder is
entitled to subscribe for two (2) new shares with one (1) option
right. The new subscription prices for option rights, adjusted with
the proposed dividend from the year 2004, are:

2001 A: EUR 4.11/share
2001 B: EUR 3.86/share

Increase of the Company’s share capital

The AGM authorized the Board to decide to increase the Company’s share
capital by one or more rights issues in such a way that the Company’s
share capital may be increased at most by EUR 100,000, which amounts
to approximately 5% of the Company´s share capital. The authorization
is valid until 14 April 2006.

By 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 subscribe for shares may be
deviated provided that from the Company’s perspective important
financial grounds exist, such as the financing, implementation or

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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.

By 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.

Acquisition of the Company’s own shares

The AGM authorized the Board of Directors 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 ten (10) per cent of the
Company’s total share capital or the total number of votes they carry.

The shares can be acquired either

(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.

Acquisition of the shares will reduce the Company´s distributable
retained earnings.

The authorization is valid until 14 April 2006.

Right to convey the Company’s own shares

The AGM authorized the Board to resolve to convey the Company’s own
shares so that the authorization covers 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,
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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 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 2006.

Election of a Nomination committee

The AGM approved the Board’s proposal to establish a Nomination
Committee to prepare proposals concerning the members of the Board and
their remuneration for the next Annual General Meeting that decides
upon the nomination of the members of the Board. The representatives
of four of the largest shareholders are elected to the Nomination
Committee and the Chairman of the Board of Directors as an expert
member. The right to appoint members representing the shareholders is
held by those shareholders whose proportion of the votes conferred by
all the Company’s shares is the largest on the November 15th prior to
the General Meeting. The Nomination Committee is convened by the
Chairman of the Board of Directors and the Committee elects a chairman
from among its members. The Nomination Committee shall present its
proposal to the Company’s Board of Directors no later than on the
February 1st prior to the Annual General Meeting.

Auditors

The AGM approved the Board of Directors’ proposal that
PricewaterhouseCoopers Oy, Authorized Public Accountants and Johan
Kronberg shall continue as the auditors of the Company.


Helsinki, 14 April 2005

EXEL OYJ

Board of Directors