Decisions of the Annual General Meeting of Exel Composites Plc, 17 March 2016
Exel Composites Plc Stock exchange release 17.3.2016 at 2.15 p.m. EET
Decisions of the Annual General Meeting of Exel Composites Plc, 17 March 2016
Exel Composites’ Annual General Meeting
- adopted the financial statements of the parent company and the Group for 2015,
- discharged the members of the Board of Directors and the President and CEO of Exel Composites from liability for the financial year 2015, and
- decided to distribute a dividend of EUR 0.22 per share for the financial year 2015.
Exel Composites’ Annual General Meeting (“AGM”) was held on 17 March 2016. The following decisions were made:
Adoption of the financial statements
The AGM adopted the financial statements of the parent company and the Group for 2015.
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 2015.
The AGM decided that a dividend of EUR 0.22 per share be paid for the financial year that closed on 31 December 2015. The dividend will be paid to shareholders registered in the Company’s shareholder register maintained by Euroclear Finland Ltd. on the record date for dividend payment, 21 March 2016. The dividend will be paid on 30 March 2016.
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 Board. The following members of the Board of Directors were re-elected: Heikki Hiltunen, Matti Hyytiäinen and Reima Kerttula. Jouko Peussa and Petri Helsky were elected as new members of the Board of Directors. The term of office of the Board members continues until the end of next Annual General Meeting.
Jouko Peussa is Finnish citizen and currently Engineering & Technology Director of Ingersoll Rand Compression Technologies.
Petri Helsky is Finnish citizen and currently CEO of Metsä Tissue.
Peter Hofvenstam and Kerstin Lindell were no longer available for re-election to the Board.
Based on the proposal by the Nomination Board, the AGM elected Reima Kerttula as Chairman of the Board of Directors and Matti Hyytiäinen as Vice-Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2017.
The AGM decided that the annual remuneration for the Board members shall be as follows: the Chairman of the Board of Directors be paid a yearly remuneration of EUR 36,000 and additionally EUR 1,500 for attendance at Board and committee meetings and other similar Board assignments, the Vice Chairman of the Board of Directors be paid yearly remuneration of EUR 27,000 and additionally EUR 1,250 for attendance at Board and committee meetings and the other Board members be paid a yearly remuneration of EUR 18,000 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. Out of the yearly remuneration 60 per cent will be paid in cash and 40 per cent in Exel Composites Plc shares, which will be acquired directly for and on behalf of the members of the Board of Directors during 21 March – 8 April 2016 from the stock exchange in amounts corresponding to EUR 14,400 for the Chairman, EUR 10,800 for the Vice Chairman and EUR 7,200 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.
Ernst & Young, Authorized Public Accountants, 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.
Authorization for the repurchase of the Company’s own shares
The Annual General Meeting authorized the Board of Directors to repurchase the Company’s own shares by using unrestricted equity. The maximum amount to be acquired is 600,000 shares. The authorization also contains an entitlement for the Company to accept its own shares as pledge. The number of shares that can be acquired or held as pledges by the Company on the basis of this authorization shall not exceed one tenth (1/10) of all outstanding shares of the Company. The authorization is valid until 30 June 2017. The full authorization decision is available on the Company website at www.exelcomposites.com.
Authorizing the Board of Directors to decide on the share issue and/or issuance of option rights, convertible bonds and/or other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting would resolve on authorizing the Board of Directors to decide on the issuance of a maximum of 1,189,684 new shares, corresponding to 10 per cent of the shares in the Company, and/or conveyance of a maximum of 600,000 Company’s own shares. By virtue of the authorization, the Board of Directors also has the right to grant option rights, convertible bonds and/or other 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. The authorizations shall be valid until 30 June 2019 and they shall revoke the authorizations given by the Annual General Meeting on 27 March 2013. The full authorization decision is available on the Company website at www.exelcomposites.com.
The Annual General Meeting decided to appoint a Nomination Board to prepare proposals concerning Board members and their remunerations for the following Annual General Meeting. The Nomination Board 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 Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the Company’s shareholder register held by Euroclear Finland Oy as of the 1st working day in October preceding the next Annual General Meeting. Should a shareholder not wish to use his/her right to nominate, this right would be passed on to the next largest shareholder.
If a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in his/her share of ownership, or whose holdings are nominee registered, makes a written request to such effect to the Chairman of the Board of Directors by 30 September 2016, such shareholder’s holdings in several funds or nominee register will be considered together with the potential directly registered holdings of said shareholder when calculating the share of votes which determines the nomination right. The request must be accompanied by sufficient evidence of title to the nominee registered shares or of the obligation to take the holdings into account under the Finnish Securities Markets Act.
President and CEO’s review
The President and CEO’s review is available on the Company website at www.exelcomposites.com.
The minutes of the Annual General Meeting will be available on Exel Composites’ website at www.exelcomposites.com as of 31 March 2016.
Exel Composites Plc
Board of Directors
Certain statements in this report, which are not historical facts, including, without limitation, those regarding expectations for general economic development and market situation; regarding customer industry profitability and investment willingness; regarding Company growth, development and profitability; regarding cost savings; regarding fluctuations in exchange rates and interest levels; regarding the success of pending and future acquisitions and restructurings; and statements preceded by "believes," "expects," "anticipates," "foresees" or similar expressions are forward-looking statements.
These statements are based on current expectations and currently known facts. Therefore, they involve risks and uncertainties that may cause actual results to differ materially from results currently expected by the Company.
Other unknown or unpredictable factors or underlying assumptions subsequently proving to be incorrect could cause actual results to differ materially from those in the forward-looking statements. Exel Composites does not undertake any obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
For further information, please contact:
Riku Kytömäki, President and CEO, tel. +358 50 511 8288, or email firstname.lastname@example.org
Mikko Kettunen, CFO, Exel Composites Plc, tel. +358 50 3477 462, or email mikko.kettunen@exelcomposites
Sari Sivola, Communication Manager, Exel Composites Plc, tel. +358 50 590 6775, or email email@example.com
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Exel Composites in brief
Exel Composites (www.exelcomposites.com) is a leading composite technology company that designs, manufactures and markets composite products and solutions for demanding applications. Exel Composites provides superior customer experience through continuous innovation, world-class operations and long-term partnerships.
The core of the operations is based on own, internally developed composite technology, product range based on it and 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 on Nasdaq Helsinki Ltd.