EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 31.3.2010 at 12.50
Decisions of Annual General Meeting of Exel Composites Plc, 31 March 2010
Exel Composites' Annual General Meeting in brief
- adopted the financial statements of the parent company and the Group for
- discharged the members of the Board of Directors and the President and CEO of
from liability for the financial year 2009, and
- decided to distribute a dividend of EUR 0.25 per share for the financial year
Exel Composites' Annual General Meeting (“AGM”) was held on 31 March 2010. The
following decisions were made:
Adoption of the financial statements
The AGM adopted the financial statements of the parent company and the Group
The AGM also discharged the members of the Board of Directors and the President
and CEO of Exel Composites Plc from liability for the financial year 2009.
The AGM decided that a dividend of EUR 0.25 per share be paid for the financial
year that closed on 31 December 2009. The dividend will be paid to shareholders
registered in the Company's shareholder register maintained by the Finnish
Central Securities Depository Ltd on the record date for dividend payment, 7
April 2010. The dividend will be paid on 14 April 2010.
Composition of the Board of Directors and remuneration
The AGM elected to the Board of Directors five members based on the proposal by
the Nomination Committee. All the members of the Board of Directors were
re-elected: Peter Hofvenstam, Göran Jönsson, Vesa Kainu, Reima Kerttula and
The AGM decided that the annual remuneration for the Board members be
unchanged, i.e. 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
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
and 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.
Ernst & Young, certified by the Central Chamber of Commerce with Juha Hilmola,
APA, having the principal responsibility, was re-elected as the auditor of the
Company for the period until the end of the next Annual General Meeting.
Amendments to the Articles of Association
The Annual General Meeting decided to amend Section 10 of the Articles of
Association so that an invitation to a General Meeting is 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.
Authorization for acquisition of the Company's own shares
The Annual General Meeting authorized the Board of Directors to acquire the
Company's own shares by using unrestricted equity. The maximum amount to be
acquired is 600,000 shares. The authorization is valid until the next Annual
Authorization for share issue and special rights, option rights and/or
The Annual General Meeting authorized the Board of Directors to issue a maximum
of 2,400,000 new shares and convey a maximum of 600,000 own shares. 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. The authorization is valid until 31 March 2013.
The Annual General Meeting decided to establish a Nomination Committee to
prepare proposals concerning Board members and their remunerations for the
following Annual General Meeting. The representatives of the four largest
shareholders and the Chairman of the Board of Directors, acting as an expert
member, shall be elected to the Nomination Committee. 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 AGM have the right to appoint the members
representing the shareholders.
President and CEO's review
The President and CEO's review is available on the Company website at
Resolutions of the Board of Directors' formative meeting
At the formative meeting of the Board of Directors held after the Annual
General Meeting, the Board of Directors elected from among its members Peter
Hofvenstam as its Chairman.
Exel Composites Plc
Board of Directors
It should be noted that certain statements herein which are not historical
facts, including, without limitation, those regarding expectations for general
economic development and the market situation, expectations for company growth,
development and profitability, and statements preceded by “expects” or
“estimates” or similar expressions, are forward-looking statements. These
statements are based on current decisions and plans and currently known facts.
They involve risks and uncertainties which may cause the actual results to
materially differ from the results currently expected by the company.
Vesa Korpimies, President and CEO, Exel Composites Plc, tel. +358 50 590 6754,
or email firstname.lastname@example.org
Ilkka Silvanto, CFO, Exel Composites Plc, tel. +358 50 598 9553, or email
NASDAQ OMX Helsinki Ltd.
Main news media
EXEL COMPOSITES IN BRIEF
Exel Composites (www.exelcomposites.com) 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 Composites' operations.
Exel Composites Plc share is listed in the Small Cap segment of NASDAQ OMX