EXEL COMPOSITES PLC | STOCK EXCHANGE RELEASE | 26 MARCH 2026 AT 2:00 PM EET
Resolutions of the Exel Composites Plc Annual General Meeting 2026
The Annual General Meeting (AGM) of Exel Composites Plc was held today on 26 March 2026 at Original Sokos Hotel Tripla in Helsinki, Finland. The AGM adopted the financial statements and consolidated financial statements, approved the Remuneration Report 2025 for the Company's governing bodies, and discharged the members of the Board of Directors and the company's President and CEO from liability for the financial year 2025.
Dividend
The AGM decided, according to the Board of Directors' proposal, that no dividend be paid based on the adopted financial statements for the financial year ended 31 December 2025.
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 the current members Jouni Heinonen, Christian Busdiecker and Elisabeth Larsson, and elected Erkka Repo and Teija Sarajärvi as new members of the Board of Directors for the term ending at the closure of the Annual General Meeting of 2027. The AGM elected Jouni Heinonen as Chairman of the Board of Directors.
The resumés of the members of the Board of Directors are available at https://investors.exelcomposites.com/governance/board-of-directors/
The AGM confirmed the annual remuneration for the Board members as follows: for the Chairman of the Board of Directors EUR 47,000 (previous year EUR 45,000) and for each other Board member EUR 23,000 (21,000). Additionally, a remuneration to be paid for the Chairman of the Board of Directors of EUR 1,750 (1,500) for attendance at each Board and committee meeting and for each similar all-day Board assignments, and for each other Board member EUR 1,250 (1,000) for attendance at each Board and committee meeting and for each similar all-day Board assignments. Additionally, for each committee meeting, the meeting fee for the committee chairman is EUR 1,750 (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% will be paid in cash and 40% in Company's shares.
Auditor and Sustainability Reporting Assurer
Ernst & Young Oy, with Timo Eerola, APA, as the auditor with principal responsibility, was re-elected as the auditor of the Company for the term ending at the close of the next AGM. In addition, the AGM conditionally elected Ernst & Young Oy as the Company's sustainability reporting assurer for the financial year 2026, with Timo Eerola, APA, ASA, acting as the principal authorized sustainability auditor. This election shall only become effective if the Company is, pursuant to the legislation in force at the end of the financial year 2026, obligated to prepare a sustainability report for the financial year 2026 and to obtain assurance thereof.
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 acquired and/or accepted as pledge on the basis of the authorization shall not exceed 5,250,000 shares in total, which corresponds to approximately 5.0 per cent of all the shares in the Company. The amount of own shares to be acquired and/or accepted as pledge on the basis of the authorization shall not exceed 350,000 shares, which corresponds to approximately 5.0 per cent of all the shares in the Company after the reverse share split. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
Own shares can be acquired at a price formed in public trading on the date of the acquisition or otherwise at a price formed on the market. The Board of Directors decides on how own shares will be acquired and/or accepted as pledge. Shares can be acquired using, inter alia, derivatives. Own shares can be acquired 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 acquisition and/or acceptance as pledge.
Shares may be acquired 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 Annual General Meeting on 26 March 2025 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 Annual General Meeting, however, no longer than until 30 June 2027.
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 Finnish Companies Act as follows:
The amount of shares to be issued on the basis of the authorization may be a maximum of 10,500,000 new shares, which corresponds to approximately 10.0 per cent of all shares in the Company. If the Annual General Meeting resolves on the reverse share split in accordance with agenda item 18 of this notice, the amount of shares to be issued on the basis of the authorization shall not exceed 700,000 new shares, which corresponds to approximately 10.0 per cent of all the shares in the Company after the reverse share split.
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 Annual General Meeting, however, until 30 June 2027 by latest. The authorization cancels previous unused authorizations to issue shares or special entitlement of shares.
Reverse split and related directed share issue and redemption of shares
The AGM resolved on a reverse share split and thereto related redemption of shares and authorized the Board of Directors to resolve on a directed share issue without consideration as follows:
The AGM resolved on reducing the number of the Company's shares without reducing the share capital. The arrangement is to be carried out by issuing Company's shares without consideration and after that by redeeming Company's shares to the effect that each fifteen (15) shares of the Company are merged into one (1) share.
In order to avoid share fractions, the Board of Directors was authorized to decide on a directed share issue without consideration, in which the Company's shares are issued without consideration so that the number of shares in each book-entry account is made divisible by fifteen (15) on the reverse split date to be decided by the Board of Directors at a later date (the "Reverse Split Date"). Therefore, the maximum number of shares issued to the shareholders by the Company is the amount resulting from multiplying the amount of such book-entry accounts in which Company's shares are preserved on the Reverse Split Date by fourteen (14). Based on an assessment made at the time of the Annual General Meeting, it is estimated that approximately 53,000 shares would need to be issued in the directed share issue. However, in order to ensure the feasibility of the reverse split arrangement, the maximum number of treasury shares to be issued by the Company is 150,000 shares.
The share issue authorization is valid until the close of the next Annual General Meeting, however, no longer than until the completion of the reverse share split decided in this agenda item. The authorization does not revoke other authorizations regarding share issues and the issuance of special rights resolved at this Annual General Meeting.
The Board of Directors of the Company is authorized to decide on all matters related to the issue of shares without consideration within the limits of the authorization granted by the Annual General Meeting, including whether to use new or existing shares of the Company.
Simultaneously with the above issue of the Company's shares the Company will on the Reverse Split Date redeem without consideration from each shareholder a number of shares determined by redemption ratio 14/15 ("Redemption Ratio"), meaning, that for each fifteen (15) existing shares of the Company fourteen (14) shares will be redeemed. The Board of Directors of the Company has the right to resolve on all other matters with respect to the redemption of shares. The shares redeemed in connection with the reduction of number of shares will be cancelled immediately after the redemption in accordance with the resolution of the Board of Directors. In connection with the reverse share split, treasury shares will also be cancelled in such manner that the number of treasury shares and the total number of shares in the Company becomes divisible by fifteen (15) and the number of treasury shares will be reduced in connection with the reverse split in proportion to the Redemption Ratio.
The purpose of the reverse share split is to facilitate trading in the Company's shares by increasing the value of an individual share and to contribute to the shares' efficient price formation. The redemption of shares required in connection with the reverse split would not be possible to be carried out at a sufficiently high redemption ratio without a simultaneous share issue without consideration. The Board of Directors considers that the reverse split is in the best interest of the Company and all its shareholders and that there thus is an especially serious financial reason for the reverse split and the related share issue without consideration and share redemption considering the interest of the Company and all its shareholders. The arrangement shall not affect the equity of the Company.
The reverse share split will be executed in the book-entry system after the close of trading on the Reverse Split Date later resolved by the Board of Directors. If necessary, the trading with the Company's share on Nasdaq Helsinki Ltd. shall be temporarily interrupted in order to perform necessary technical measures in the trading facility after the Reverse Split Date. The arrangement, if carried out, will not require the shareholders to take any action.
The minutes of the AGM will be available at www.exelcomposites.com on 9 April 2026, at the latest.
Helsinki, 26 March 2026
Exel Composites Plc
Board of Directors
Additional information
Lauri Haavisto, Director, Investor Relations
investor@exelcomposites.com
+358 20 754 1214
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
