Resolutions of the Exel Composites Annual General Meeting 2024
EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 26 MARCH 2024 at 13:30 EET
The Annual General Meeting (AGM) of Exel Composites Plc was held today on 26 March 2024 at Scandic Marina Congress Center in Helsinki, Finland. The AGM adopted the financial statements and consolidated financial statements, approved the Remuneration Report 2023 for the Company’s governing bodies, and discharged the members of the Board of Directors and the company’s Presidents and CEOs in 2023 from liability for the financial year 2023.
Dividend
The AGM decided according to the proposal of the Board of Directors that no dividend be paid based on the adopted financial statements for the financial year ended 31 December 2023.
Board of Directors
According to the proposal by the Shareholders’ Nomination Board, the AGM decided that the Board of Directors would consist of five (5) members. The AGM re-elected Jouni Heinonen, Petri Helsky, Helena Nordman-Knutson, Jouko Peussa and Kirsi Sormunen of the current members for the term of office ending at the closure of the AGM of 2025. The AGM elected Jouni Heinonen as Chairman of the Board of Directors.
The AGM confirmed the annual remuneration for the Board members as follows: for the Chairman of the Board of Directors EUR 45,000 (previous year EUR 45,000) and for each other Board member EUR 21,000 (21,000). Additionally, a remuneration to be paid for the Chairman of the Board of Directors of EUR 1,500 (1,500) for attendance at each Board and committee meeting and for each similar all-day Board assignment and for each other Board member EUR 1,000 (1,000) for attendance at each Board and committee meeting and for each similar all-day Board assignment. Additionally, for each committee meeting, the meeting fee for the committee chairman is EUR 1,500 (1,500). Travel expenses and other out-of-pocket expenses arising from the Board work will be compensated in accordance with the Company's established practice and travel rules. Out of the yearly remuneration 60% would be paid in cash and 40% in Company’s shares.
Auditor
Ernst & Young Oy, with Timo Eerola, Authorized Public Accountant, having the principal responsibility, was elected as auditor of the Company for the term that will continue until the end of the next AGM. The auditor’s and sustainability reporting verifier’s compensation will be paid according to an invoice approved by the Company.
Amendment of the Articles of Association
The AGM accepted the amendment of the Articles of Association to allow for remote participation in a General Meeting (hybrid meeting) or, if the Board of Directors so decides, to hold a General Meeting as a remote meeting without a physical meeting place. In a remote meeting, shareholders may exercise their full decision-making rights, including the right to ask questions and vote, by means of telecommunication and technical aid. The amendments do not preclude arranging General Meetings as traditional in-person meetings.
Authorization for the repurchase and/or on the acceptance as pledge of the Company's own shares
The AGM authorized the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the Company’s own shares as follows:
The amount of own shares to be repurchased and/or accepted as pledge on the basis of the authorization shall not exceed 600,000 shares in total, which corresponds to approximately 5.0 per cent of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market. The Board of Directors decides on how own shares will be repurchased and/or accepted as pledge. Shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the existing shareholders (directed repurchase). The Board of Directors shall decide on other terms of the share repurchase and/or acceptance as pledge.
Shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, as part of the Company’s incentive program or to be retained, otherwise conveyed or cancelled by the Company.
The authorization cancels the authorization given to the Board of Directors by the General Meeting on 10 May 2023 to decide on the repurchase and/or acceptance as pledge of the Company’s own shares.
The authorization is effective until the end of the next AGM, however, no longer than until 30 June 2025.
Authorization for the issuance of shares as well as the issuance of special rights entitling to shares
The AGM authorized the Board of Directors to decide on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as follows:
The amount of shares to be issued on the basis of the authorization may be a maximum of 2,379,000 new shares, which corresponds to approximately 20.0 per cent of all shares in the company, and/or a maximum of 600,000 Company’s own shares.
The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive rights. The shares to be issued based on the authorization can be used 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 authorization shall be valid until the next AGM, however, until 30 June 2025 by latest. The authorization cancels previous unused authorizations to issue shares or special entitlement of shares.
The minutes of the AGM will be available at www.exelcomposites.com on 9 April 2024, at the latest.
Helsinki, 26 March 2024
Exel Composites Plc
Board of Directors
For further information, please contact:
Mikko Rummukainen, CFO
tel. +358 20 754 1212
Exel Composites in brief
Exel Composites is one of the largest manufacturers of composite profiles and tubes made with pultrusion and pullwinding technologies and a pultrusion technology forerunner in the global composite market. Our forward-thinking composite solutions made with continuous manufacturing technologies serve customers in a wide range of industries around the world. You can find our products used in applications in diverse industrial sectors such as wind power, transportation and building and infrastructure.
Our R&D expertise, collaborative approach and global footprint set us apart from our competition. Our composite solutions help customers save resources, reduce products' weight, improve performance and energy efficiency, and decrease total lifetime costs. We want to be the first choice for sustainable composite solutions globally.
Headquartered in Finland, Exel Composites employs over 600 forward-thinking professionals around the world and is listed on Nasdaq Helsinki. To find out more about our offering and company please visit www.exelcomposites.com.