EXEL COMPOSITES PLC STOCK EXCHANGE RELEASE 9 February 2015 at 5.00 p.m.
Exel Composites’ Nomination Board’s proposal for composition and remuneration of the Board of Directors
Composition of the Board of Directors
The Nomination Board elected by the Annual General Meeting of Exel Composites Plc proposes to the Annual General Meeting to be held on 26 March 2015 that the current members of the Board of Directors, Heikki Hiltunen, Peter Hofvenstam, Kerstin Lindell and Reima Kerttula be re-elected as members of the Board for the term ending at the closure of the Annual General Meeting of 2016. The Nomination Board also proposes that Matti Hyytiäinen be elected as new member of the Board of Directors.
Matti Hyytiäinen (54) is currently the President and CEO of PKC Group, a global group with a turnover of some MEUR 880, designing, manufacturing and integrating electrical distribution systems, electronics and related architecture components for the commercial vehicle industry and other selected segments. Previously Matti Hyytiäinen has served KONE Plc in various senior management positions. He holds an M.Sc. in Economics.
Göran Jönsson of (Board member since 2008) has informed that he is no longer available for re-election.
The Nomination Board further proposes that the Annual General Meeting resolves to re-elect Peter Hofvenstam as Chairman of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2016.
All nominees have given their consent for the election. 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.
Remuneration of the Board of Directors
The Nomination Board proposes to the Annual General Meeting of 26 March 2015 that the annual remuneration for the Board members shall be as follows: Yearly remuneration of EUR 36,000 (previous year 34,000) for the Chairman of the Board of Directors 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 18,000 (16,000) and additionally EUR 1,000 for attendance at Board and committee meetings and other similar Board assignments.
Out of the yearly remuneration 60 per cent would be paid in cash and 40 per cent in Exel Composites Plc shares, which would be acquired directly for and on behalf of the members of the Board of Directors during 31 March – 10 April 2015 from the stock exchange in amounts corresponding to EUR 14,400 for the 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.
The Nomination Board 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.
The Nomination Board comprises four members nominated by the largest shareholders, and the Chairman of the Board of Directors. The largest shareholders of the Company were determined on the basis of the shareholdings registered in the Finnish book-entry system on 1 November 2014.
The composition of the Shareholders’ Nomination Board preparing the proposal for the Annual General Meeting 2015 is the following:
Jari Kivihuhta, Chairman (Nordea Funds Ltd)
Tuomas Virtala (Danske Capital Finland)
Magnus von Knorring (Fondita Fund Management Company Ltd)
Karri Alameri (OP Financial Group)
Peter Hofvenstam (Chairman of the Board of Directors)
The Nomination Board developed the proposal with the active support of representatives of large institutional owners of Exel Composites Plc, including Försäkringsbolaget Alandia (Henrik Viktorsson), Lancelot Asset Management (Tomas Meerits) and Lannebo Fonder (Johan Lannebo). The Nomination Board’s proposal is supported by shareholders with more than 30 per cent of the shares in Exel Composites.
Vantaa, 9 February 2015
EXEL COMPOSITES PLC
Further information:
Jari Kivihuhta, Chairman of the Nomination Board
Tel. +358 50 568 8364
E-mail: jari.kivihuhta@nordea.com
Distribution:
NASDAQ OMX Helsinki Ltd.
Main news media
www.exelcomposites.com