Exel Composites Oyj — Proxy Solicitation & Information Statement 2010

Mar 4, 2010

Notice to Exel Composites Plc Annual General Meeting

Notice to Exel Composites Plc Annual General Meeting

EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 4.2.2010 at 10.00

NOTICE TO EXEL COMPOSITES ANNUAL GENERAL MEETING
Notice is given to the shareholders of
Exel Composites Plc to the Annual General Meeting of Shareholders to be held on
Wednesday 31 March 2010 at 10.30 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 9.30 a.m.

A. Matters on the agenda of the Annual General Meeting and their
course of procedure
1. Opening of the meeting

1. Calling the meeting to
   order

2. Election of persons to review the minutes and to supervise the
   counting of votes

3. Recording the legality of the meeting

4. Recording the
   attendance at the meeting and adoption of the list of votes

5. Presentation of
   the financial statements, the report of the Board of Directors and the auditor's
   report for the year 2009
   Review by the Company's CEO

6. Adoption of the
   financial statements and consolidated financial statements

7. 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 s
dividend of EUR 0.25 per share be paid based on the adopted balance sheet for
the financial year ended on 31 December 2009. The dividend will be paid to
shareholders registered in the Company's shareholders' register maintained by
the Euroclear Finland Ltd on the record date for dividend 7 April 2010. The
dividend will be paid on 14 April 2010.

1. Resolution on the discharge of the
   members of the Board of Directors and the CEO from liability

2. 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.

1. 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.

2. 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, Reima Kerttula
   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. All
   nominees have given their consent for the position.
   The presentation of persons
   proposed for Exel Composites Plc's Board of Directors can be found on the
   Company's website at www.exelcomposites.com.

3. Resolution on the remuneration
   of the auditor
   The Board of Directors proposes that the auditor's compensation
   be paid against an invoice as approved by the Company.

4. 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. Ernst & Young has
   announced Juha Hilmola, APA, to be the Auditor with principal
   responsibility.

5. Proposal by the Board of Directors to amend section 10 of
   the Articles of Association
   The Board of Director proposes to the Annual
   general Meeting that section 10 of the Articles of Association be amended so
   that an invitation to a General Meeting be 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.

6. Authorizing 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 authorizing the Board of Directors to decide on
   the acquisition of a maximum of 600,000 Company's own shares. The authorization
   shall also contain an entitlement for the Board of Directors to accept the
   Company's 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, if the Company has a weighty
   financial reason to do so. The shares shall be acquired 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 authorization entitles the Board of Directors to decide on other
   terms of the share acquisitions. The share acquisition authorization is valid
   until the next Annual General Meeting and it revokes the share acquisition
   authorization given by the Annual General Meeting on 16 April 2009.

7. Authorizing 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 authorizing the Board of
   Directors to decide to issue a maximum of 2,400,000 new shares and/or convey a
   maximum of 600,000 Company's own shares against payment. 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, 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/or the Company's own shares may be conveyed
   to the Company's shareholders in proportion to their current shareholdings in
   the Company or by 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 authorization entitles the Board of Directors to decide on other
   terms of the share issues. The share issue authorization is valid until 31 March
   2013 and it revokes the share issue authorization given by the Annual General
   Meeting on 16 April 2009.

8. Appointment of a Nomination Committee
   The Board
   of Directors proposes 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 15th of February preceding the Annual
   General Meeting.

9. Closing of the Annual General Meeting

B. Documents of
the Annual General Meeting
The proposals of the Board of Directors as well as
this notice are available on Exel Composites Plc's website at
www.exelcomposites.com. The annual report of Exel Composites 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 10 March 2010. 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. The minutes of the Meeting will be
available on the above-mentioned website as from 14 April 2010.

B.
Instructions for the participants in the Annual General Meeting

1. The right to
   participate and registration
   Each shareholder, who is registered on Friday 19
   March 2010 in the shareholders' register of the Company held by Euroclear
   Finland Ltd., has the right to participate in the Annual General Meeting. A
   shareholder, whose shares are registered on his/her personal Finnish book-entry
   account, is registered in the shareholders' register of the Company.

A
shareholder, who wants to participate in the Annual General Meeting, should
register for the meeting no later than Wednesday 24 March 2010 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.exelcomposites.com/agm;
b) by email to
investor@exelcomposites.com;
c) by telephone at +358 20 7541 221 from Mondays to Fridays between 9 a.m. and 4
p.m.;
c) by telefax +358 20 7541 202; or
d) by regular mail to the address Exel
Composites 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 or authorized representative and the personal identification number of
the authorized representative. The personal data given to Exel Composites 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.

1. Authorized representatives

A shareholder may participate in the
Annual General Meeting via an authorized representative.
A representative shall
produce a dated authorization document or otherwise in a reliable manner
demonstrate his/her right to represent the shareholder at the Annual General
Meeting. When a shareholder participates in the general meeting by means of
several representatives representing the shareholder with shares at different
securities accounts, the shares by which each representative represents the
shareholder shall be identified in connection with the registration for the
general meeting.

Possible power of attorneys should be delivered in originals to Exel Composites
Plc, P.O. Box 29, 52701 Mäntyharju, Finland 24 March 2010 at the latest.
3.

Holders of nominee registered shares

A holder of nominee registered shares is
advised to request without delay necessary instructions regarding the
registration in the shareholders' register of the Company, the issuing of
authorization documents and registration for the Annual General Meeting from
his/her custodian bank. The account management organization of the custodian
bank will register a holder of nominee registered shares, who wants to
participate in the general meeting, to be temporarily entered in the
shareholders' register of the Company at the latest on Friday 26 March 2010 at
10.00 a.m.

1. Other information

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

In Vantaa, on 4th day of March 2010

EXEL COMPOSITES PLC
The
Board of Directors

Further information:
Vesa Korpimies, President and CEO, Exel Composites Plc, tel. +358 50 590 6754,
or email vesa.korpmies@exelcomposites.com
Ilkka Silvanto, CFO, Exel Composites Plc, tel. +358 50 598 9553,
or email ilkka.silvanto@exelcomposites.com

DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Main news media
www.exelcomposites.com

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