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Notice to Exel Plc Annual General Meeting

27.2.2009 08:00 EET
EXEL OYJ    STOCK EXCHANGE RELEASE  27.2.2009 at 8.00

NOTICE TO EXEL PLC ANNUAL GENERAL MEETING

Notice is given to the shareholders of Exel Plc to the Annual General Meeting
of Shareholders to be held on Thursday 16 April 2009 at 10 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 9.00 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 the voting list

6. Presentation of the financial statements, the report of the Board of
Directors and the auditor's report for the year 2008 

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 no dividend
will be paid for the financial period that closed on 31 December 2008. 

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 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. The Nomination
Committee also proposes that Reima Kerttula be elected as new member 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 new proposed Board member Mr. Reima Kerttula (born 1955) is currently
President and CEO of Tamfelt Corporation. He holds M.Sc. degree in Engineering
from Oulu University. From 2007 to 2008 he was Senior Vice President of Metso
Paper Inc, Paper and Board Business Line, Paper and Board Machines and during
the period from 2006 to 2008 Managing Director of Metso Paper Inc, Rautpohja
Paper and Board Machinery. 

The presentation of persons proposed for Exel Plc's Board of Directors can be
found on the Company's website www.exel.net. 

13. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor's compensation is 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. 

15. Proposal by the Board of Directors to amend sections 1 and 10 of the
Articles of Association 

The Board of Director proposes to the Annual general Meeting that the new
Company name shall be in Finnish Exel Composites Oyj and in English Exel
Composites Plc. 

The Board of Directors also proposes that Section 10 of the Articles of
Association is amended so that an invitation to a General Meeting be delivered
to shareholders at the latest twenty-one (21) days before 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. Authorising 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 authorising the Board of Directors to decide on acquiring a maximum of
600,000 Company's own shares. The authorisation shall also contain an
entitlement for the Board of Directors to accept its 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 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 authorisation entitles the Board of Directors to decide on other terms of
the share acquisitions. The share acquisition authorisation is valid until 16
April 2010. 

17. Authorising 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 authorising the Board of Directors to decide to issue a maximum of 2,400,000
new shares and convey a maximum of 600,000 Company's own shares against
payment. By virtue of the authorisation, 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 the Company's own shares may be conveyed to the
Company's shareholders in proportion to their current shareholdings in the
Company or 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 authorisation entitles the Board of Directors to decide on other terms of
the share issues. The share issue authorisation is valid until 16 April 2010. 

18. Appointment of a Nomination Committee

Company's shareholders, who together represent more than 40 per cent of the
votes conferred by the Company's shares, propose 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 1st of February preceding the Annual General
Meeting. 

19. Closing of the Annual General Meeting


A. Documents of the Annual General Meeting 

The proposals of the Board of Directors as well as this notice are available on
Exel Plc's website at www.exel.net. The annual report of Exel 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 13 March. 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. 


B. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder, who is registered on Monday, 6 April 2009 in the
shareholders' register of the Company held by Euroclear Finland Ltd., has the
right to participate in the Annual General Meeting. 

A shareholder, who wants to participate in the Annual General Meeting, should
register for the meeting no later than Thursday 9 April 2009 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.exel.net;
b) by telephone at +358 20 7541 225 from Mondays to Fridays between 8 a.m. and
4 p.m.; 
c) by telefax +358 20 7541 202; or
d) by regular mail to the address Exel 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. The personal
data given to Exel 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. Authorised representatives 

A shareholder may participate in the Annual General Meeting via an authorised
representative. 

A representative should provide a dated power of attorney or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
meeting. 

Possible power of attorneys should be delivered in originals to Exel Plc, 
P.O.Box 29, 52701 Mäntyharju, Finland 9 April at the latest. 

3. Holders of nominee registered shares

Shareholders who hold their shares under the name of a nominee can prior to the
Annual General Meeting be temporarily registered in the shareholders' register
of the Company to allow attendance at the Annual General Meeting. Registration
must have been effected 6 April 2009 at the latest. 

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register of the
Company, the issuing of power of attorneys and the registration for the Annual
General Meeting from his/her custodian bank. 

4. Other information

On the date of this notice to the Annual General Meeting, the total number of
shares and votes in Exel Plc is 11.896.843 



In Vantaa, on 26 February 2009


EXEL PLC
The Board of Directors






Further information:
Vesa Korpimies, President & CEO, tel. +358 50 590 6754, or email
vesa.korpimies@exel.net 
Ilkka Silvanto, CFO and Administrative Director, tel. +358 50 598 9553, or
email ilkka.silvanto@exel.fi 


DISTRIBUTION
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Main news media
www.exel.net


EXEL IN BRIEF
Exel is a technology company which designs, manufactures and markets composite
profiles and tubes for industrial applications. The Group is the leading
composite profile manufacturer in the world and concentrates on growing niche
segments. 

The core of the operations is based on own, internally developed composite
technology, product range based on it and a strong market position in selected
segments with a strong quality and brand image. Profitable growth is pursued by
a relentless search for new applications and development in co-operation with
customers. The personnel's expertise and high level of technology play a major
role in Exel's operations. 

Exel's share is listed in the Small Cap segment of NASDAQ OMX Helsinki Ltd.
Exel Composites Oyj, Vantaa head office, Mäkituvantie 5, FI-01510 Vantaa, Finland