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Exel Composites Oyj AGM Information 2021

Jan 19, 2021

3315_rns_2021-01-19_91a13e7e-b135-43c0-b2fa-9689f145aa2c.html

AGM Information

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Exel Composites' Shareholders' Nomination Board's proposal to the Annual General Meeting

Exel Composites' Shareholders' Nomination Board's proposal to the Annual General Meeting

EXEL COMPOSITES PLC      STOCK EXCHANGE RELEASE      19 JANUARY 2021 at 14:30
EET

Exel Composites Plc’s Shareholders' Nomination Board presents the following
proposals to the Annual General Meeting to be held on 23 March 2021:

Number of members and composition of the Board of Directors

The Nomination Board proposes that the number of members of the Board of
Directors shall be confirmed to be five (5) and that Petri Helsky, Reima
Kerttula, Helena Nordman-Knutson, Jouko Peussa and Kirsi Sormunen be re-elected
as members of the Board of Directors for the term ending at the closure of the
Annual General Meeting of 2022.

The Nomination Board further proposes Reima Kerttula to be re-elected as
Chairman of the Board of Directors for the term ending at the closure of the
Annual General Meeting of 2022.

All nominees are independent of the Company and its major shareholders, and have
given their consent for the election.

Remuneration of the Board of Directors

The Nomination Board proposes that the annual remuneration for the Board members
shall be as follows:

· Chairman: Annual remuneration of EUR 43,000 (previous year EUR 43,000) and
additionally EUR 1,500 (1,500) for attendance at Board and committee meetings
and other similar all-day Board assignments.
· Board member: Annual remuneration of EUR 20,000 (20,000) and additionally
EUR 1,000 (1,000) for attendance at Board and committee meetings and other
similar all-day Board assignments. For committee meetings, the meeting fee for
the committee chairman shall be EUR 1,500.
· Travel expenses and other out-of-pocket expenses due to Board work shall 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 Exel
Composites Plc shares, which would be acquired directly for and on behalf of the
members of the Board of Directors during 24 March - 14 April 2021 from the stock
exchange market in amounts corresponding to EUR 17,200 for the Chairman and EUR
8,000 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.

The Nomination Board’s proposals will be included in the notice to convene the
Annual General Meeting to be published at a later date.

Composition of the Shareholders’ Nomination Board

The composition of the Nomination Board preparing the proposal for the Annual
General Meeting 2021 was the following:

· Malin Björkmo, Handelsbanken Fonder
· Kalle Saariaho, OP Fund Management Company, as Chairman of the Nomination
Board
· Olli Viitikko, Taaleri
· Caroline Sjösten, Swedbank Robur Fonder
· Reima Kerttula, Chairman of the Board of Directors, as expert member

Vantaa, 19 January 2021

For further information, please contact:
Kalle Saariaho, Chairman of the Nomination Board, tel. +358 10 252 8374

Distribution
Nasdaq Helsinki Ltd
Main news media
www.exelcomposites.com

Exel Composites in brief

At Exel Composites, we use over 60 years’ experience to solve challenges and
help customers save resources. 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 from
wind power and transportation to building and infrastructure.

Our collaborative approach and global footprint set us apart from our
competition. We use our expertise to help customers reduce 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 approximately 650 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.

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